SHARE PURCHASE AGREEMENT Between UNIVERSAL AMERICAN FINANCIAL CORP. - and - PENNSYLVANIA LIFE INSURANCE COMPANY as Seller - and - LA CAPITALE ASSUREUR DE LADMINISTRATION PUBLIQUE INC. - and - GMF ASSURANCES S.A. as Buyer Dated August 31, 2006

(f)                                    Particulars of all other material terms and conditions of employment or engagement of the Current Employees.

The Company and the Subsidiary are in material compliance with all labour and employment equity legislation applicable to them and the Employees, including all employment standards, human rights, labour relations, occupational health and safety, pay equity and workers’ compensation or workplace safety and insurance legislation, except for breaches that would not have a Material Adverse Effect. Except as disclosed on Schedule 3.1.19, there are no outstanding claims or Orders under such legislation nor, to the knowledge of the Seller, complaints or investigations pending or threatened. The Seller has delivered to the Buyer true and complete copies of all Licences issued under employment standards legislation and such Licences are listed on Schedule 3.1.19. The Company and the Subsidiary have been operated in compliance in all material respects with such Licences.

3.1.20                                                              Collective Agreements

Except as disclosed in Schedule 3.1.20, neither the Company nor the Subsidiary is a party to any Collective Agreement. To the knowledge of the Seller, there are no threatened or pending union organizing activities involving the Current Employees. Neither the Company nor the Subsidiary has any serious labour problem that might have a Material Adverse Effect on the Condition of the Business.

3.1.21                                                              Benefit Plans

(a)                                  Schedule 3.1.21 contains a true and complete list of each Benefit Plan and identifies each of the Benefit Plans that is a Pension Plan.  Except as provided in any Collective Agreement or in Schedule 3.1.21, neither the Company nor the Subsidiary has a formal plan or commitment, whether legally binding or not, to create any additional plan that would be a Benefit Plan or to modify, amend or change any Benefit Plan, except such modification, amendment or change as may be required by Applicable Laws or be made to secure its continued registration with each applicable Governmental Authority.

(b)                                 With respect to each of the Benefit Plans, the Seller has made available to the Buyer true and complete copies of each of the following documents:

(i)                                     a copy of the current Benefit Plan (including all amendments thereto and any current plan summaries or employees booklets related thereto);

(ii)                                  a copy of the current trust agreement or insurance contract, as applicable, all investment management, subscription, participation and record keeping agreements related thereto, and the most recent financial statements thereof; and

(iii)                               in respect of any Pension Plan, a copy of the last annual information return and most recent actuarial report filed with any applicable Governmental Authority, and a copy of the current statement of investment policies and procedures.

24

(c)                                  Except as disclosed in Schedule 3.1.21, all of the Benefit Plans have been established, invested and administered in all material respects in accordance with, and are registered where required by, Applicable Law and all material obligations regarding the Benefit Plans (other than benefit payments not yet made) have been satisfied and to the knowledge of the Seller, there are no outstanding material defaults or violations by any party thereto, or Taxes owing under any Benefit Plan.

(d)                                 To the knowledge of the Seller, neither the Company nor the Subsidiary has been advised that any of the Benefit Plans, or any related funding media, is subject to any pending investigation, examination or other proceeding, action or claim instituted by any applicable Governmental Authority, or by any other party (other than routine claims for benefits), and to the knowledge of the Seller, there exists no state of facts which after notice or lapse of time or both could reasonably be expected to give rise to any such investigation, examination, proceeding, action or claim or to affect the registration of any of the Benefit Plans.

(e)                                  All contributions or premiums required to be made by the Company or the Subsidiary under the terms of the Benefit Plans or by Applicable Law (other than those not due as of the date hereof) have been made, and neither the Company nor the Subsidiary has, nor will it have, any liability with respect to benefits or rights provided under any Benefit Plan occurring or arising as a consequence of the completion of the transactions contemplated herein including, without limitation, a change of control of the Company or the Subsidiary.

3.1.22                                                              Litigation

Except as disclosed in Schedule 3.1.22, there is no claim, demand, suit, action, cause of action, dispute, proceeding, litigation, investigation, grievance, arbitration, governmental proceeding or other proceeding including appeals and applications for review, in progress against, by or relating to the Company or the Subsidiary, nor to the knowledge of the Seller are any of the same pending or threatened. The Seller has no knowledge of any state of facts, which would provide a valid basis for any of the foregoing. The information set out in Schedule 3.1.22, includes a summary of the issues, including, if applicable, the amount involved in the litigation and the names of the parties.  In addition, Schedule 3.1.22 includes a reference to each claim, demand, suit, action, cause of action, dispute proceeding, litigation, investigation, grievance, arbitration, governmental proceeding or other proceeding including appeals and applications for review in progress against or relating to PLIC that the Company undertook to assume at the time of assignment by PLIC to the Company in 2002, of some Policies. There is not at present outstanding or pending against the Company or the Subsidiary any Order that affects the Company or the Subsidiary in any way or that in any way relates to this Agreement or the transactions contemplated thereto.

3.1.23                                                              Insurance

The Company and the Subsidiary are insured by reputable insurers against liability, loss and damage in such amounts and against such risks as are customarily carried and insured against by owners of comparable businesses, properties and assets, and such insurance coverage will be continued in full force and effect to and including the Closing Date. Schedule 3.1.23 includes a true and complete list

25

of all insurance policies (specifying the insured, the amount of coverage, the type of insurance, the policy number and any pending claim thereunder) maintained by the Company or the Subsidiary as of the date hereof. Neither the Company nor the Subsidiary is in default with respect to any of the provisions contained in any such insurance policies. For any current claim that has not been settled or finally determined, neither the Company nor the Subsidiary has failed to give any notice or present any claim under any such insurance policy in a due and timely fashion such that the insurer would be entitled to terminate coverage or deny liability on any such claim. All such policies of insurance are in full force and effect and neither the Company nor the Subsidiary is in default, whether as to the payment of premium or otherwise, under the terms of any such policy.

3.1.24                                                              Titles to Assets

Except as disclosed in the most recent Financial Statements of the Company for the financial year ended on December 31, 2005, or in Schedule 3.1.24 entitled Encumbrances, the Company and the Subsidiary have good title to the Assets, free and clear of all Encumbrances.  No Person other than the Buyer has any oral or written agreement or option, right, privilege or any other right capable of becoming any of the foregoing (whether legal, equitable, contractual or otherwise) for the purchase of any of the Assets, except as disclosed herein by the Seller to the Buyer or in the ordinary course of the business. The Assets comprising all of the investment portfolios of the Subsidiary are accurately listed and described in detail in Schedule 3.1.24 and have the face amounts and fair market values set out therein as at the dates set out therein, and the documentation and security related to the investment portfolios of the Subsidiary are complete and valid, binding and enforceable against the Subsidiary and the parties thereto in accordance with their terms.

3.1.25              Intellectual Property Rights

(a)                                  Rights. Schedule 3.1.25 contains a true and complete list of all Intellectual Property Rights, which have been registered, or for which applications for registration have been filed in any jurisdiction by the Company or the Subsidiary and which are used by the Company or the Subsidiary.

(b)                                 Ownership. Except as set forth in Schedule 3.1.25, the Company and the Subsidiary are or at Closing will be the exclusive owner of the Intellectual Property Rights described in Schedule 3.1.25 and listed pursuant to Section 3.1.25(a).  To the knowledge of the Seller, all right, title and interest of the Company or the Subsidiary in and to the Intellectual Property Rights described in Schedule 3.1.25 are held free and clear of all Encumbrances and the Seller has no knowledge of any claim of adverse ownership in any Intellectual Property Right.

(c)                                  Validity. To the knowledge of the Seller, the Intellectual Property Rights have not been used or enforced or failed to be used or enforced in a manner that has resulted in the abandonment, cancellation or unenforceability of any of the Intellectual Property Rights.

(d)                                 Complete.  The Technology is sufficient and complete in all material respects to enable the Company and the Subsidiary to carry on the Business.

26

(e)                                  Infringements by the Company or the Subsidiary. Except as set forth in Schedule 3.1.25, to the knowledge of the Seller, with respect to any Patent, Trademark, Copyright, moral right or other Intellectual Property Right of any Person, as used by the Company or the Subsidiary, there is no claim of infringement, breach of confidence, invalidity, passing off or other opposition to, violation of or conflict with any patent, trademark, copyright, moral right or other intellectual property right of any Person, nor any pending or threatened suit, proceeding, claim, demand, action or investigation of any nature or kind against the Company or the Subsidiary relating to any patent, trademark, copyright, moral right or other intellectual property right of any Person.

(f)                                    Infringements of the Company’s or the Subsidiary Intellectual Property Rights. Except as set forth in Schedule 3.1.25, with respect to any Intellectual Property Right, there is no claim by the Company or the Subsidiary for infringement, breach of confidence, invalidity, passing off or other opposition to, violation of or conflict with any Intellectual Property Right against any Person, nor any pending or threatened suit, proceeding, claim, demand, action or investigation of any kind by the Company against any Person relating to Intellectual Property Rights.

(g)                                 Protection of Confidentiality. The Company and the Subsidiary have taken commercially reasonable precautions and made commercially reasonable efforts to protect their trade secrets and secure the confidentiality of their insured lists, and other proprietary information. The Company’s and the Subsidiary’s insured lists have not been disclosed to any Person other than the Buyer and its authorized agents.

3.1.26                                                              Real Property

Except for any Real Property held in the Company’s or the Subsidiary’s investment portfolio as a result of foreclosure or other realization proceedings, which Real Property is listed on Schedule 3.1.26, no Real Property is owned by the Company or the Subsidiary.  The Subsidiary leases the premises set out in Schedule 3.1.27.

3.1.27                                                              Leases of Real Property

Schedule 3.1.27 sets forth a true and complete list of Leases in effect as of the date hereof, a copy of which has been delivered to the Buyer or its solicitors prior to the Execution Date:

(a)                                  Each of the Leases constitutes valid and binding obligations of the Parties thereto enforceable in accordance with its terms.

(b)                                 Each of the Leases entitles the Company or the Subsidiary to the use, occupancy and possession of the Real Property specified in the Lease for the purposes such property is currently used and to the knowledge of the Seller, the Company and the Subsidiary, as tenants under the Leased Premises are in compliance in all material respects with Applicable Laws, including zoning requirements.

(c)                                  Except as disclosed in Schedule 3.1.27, neither the Company nor the Subsidiary is party to or bound by any lease or sublease of Real Property.

27

(d)                                 All payments required to be made by the Company or the Subsidiary pursuant to the Leases have been paid when due and neither the Company nor the Subsidiary is otherwise in default in meeting its obligations under any of the Leases and to the knowledge of the Seller, beyond any applicable cure period.

(e)                                  To the knowledge of the Seller, each Lease is in full force and effect unamended by oral or written agreement and the Company or the Subsidiary is entitled to the full benefit and advantage of such Lease in accordance with its terms. Neither the Company nor the Subsidiary received a written notice of default or dispute under the Leases.

(f)                                    To the knowledge of the Seller, no work Orders have been issued in respect of the Leased Premises subject to the Leases.

(g)                                 Neither the Company nor the Subsidiary is a party to a Lease that it does not have the capacity to perform.

(h)                                 No part of the Leased Premises is subject to any Building or use restriction that would restrict or prevent the use and operation of the Leased Premises for their current uses.

3.1.28                                                              No Expropriation

Neither the Company nor the Subsidiary has received any notice of expropriation of the Leased Premises located at 55 Superior Blvd., Mississauga (Ontario), and the Seller has no knowledge of any expropriation proceeding pending or threatened against or affecting the Leased Premises located at 55 Superior Blvd., Mississauga (Ontario), nor of any discussion or negotiation which could lead to any such expropriation.

3.1.29                                                              Equipment Leases

Schedule 3.1.29 sets forth a true and complete list of all Equipment Leases in effect hereof which involve payment of more than $25,000 per annum, a copy of which has been delivered to the Buyer or its solicitors prior to the Execution Date. All of the Equipment Leases are valid and binding obligations of the Parties thereto enforceable in accordance with their respective terms. Neither the Company nor the Subsidiary received a notice of default or dispute under the Equipment Leases and no material default exists on the part of the Company or the Subsidiary, or, to the knowledge of the Seller, on the part of any of the other parties thereto, which may result in any Material Adverse Effect.

3.1.30                                                              Insurance Business

(a)                                  To the knowledge of the Seller, no Regulatory Authority having jurisdiction over the Subsidiary sent a written notice to the Subsidiary advising it that it is disputing the methods employed by it in establishing and valuing current actuarial reserves nor is any such Regulatory Authority requesting or requiring that capital, in addition to the current amount thereof, should be invested in the Subsidiary or that the Subsidiary

28

increase its MCCSR. The MCCSR was prepared in accordance with applicable standards and all related mechanical calculations were accurately performed.

(b)                                 The Subsidiary, as a party to reinsurance treaties, has not received notice of default or dispute or that it is not in good standing thereunder, from any reinsurer and all such reinsurance treaties are listed in Schedule 3.1.30.

(c)                                  All Policies, Policy forms and Policy wording are and always have been in compliance with Applicable Law.  All Policies and all documentation and periodic reports associated therewith issued by the Subsidiary (including all predecessors) conform in all material respects, except for such non conformity which would not have a Material Adverse Effect, to Applicable Laws in each jurisdiction where the Policies were sold or entered into and are obligations arising in the ordinary course of business.

(d)                                 All reinsurance transactions listed in Schedule 3.1.30, except for reinsurance arrangements specifically noted in Schedule 3.1.30, are evidenced by appropriate signed treaties; no reinsurance transactions have been entered into since December 31, 2005. All of the reinsurance treaties listed in Schedule 3.1.30, are valid and binding obligations of the Subsidiary, and will be given effect to as bona fide reinsurance agreements with real transfer of risk for all accounting, Tax, regulatory and actuarial purposes. All reinsurance premium payments due in connection with such reinsurance treaties have been paid in full.

(e)                                  A list of the name and address of all distributors, representatives and general agents involved in the distribution of insurance products for the Subsidiary and a list of all agreements entered into by the Subsidiary with its distributors representatives and general agents, certified by the President of the Seller, will be delivered to the Buyer on the Closing Date.

(f)                                    The portfolio of investment assets of the Subsidiary and the investment policy of the Subsidiary are detailed in Subsection 3.1.30.

3.1.31                                                              Licences

The only Licences necessary for the operation of the Business are listed in Schedule 3.1.31 and are in full force and effect unamended. These Licences are all the licences the Company and the Subsidiary require to carry on the Business in all jurisdictions in which they are carried on their Business. The Licences are free and clear of any Encumbrance or claim and no Licence is subject to restriction or undertaking, except as disclosed in Schedule 3.1.31. The Company and the Subsidiary are in compliance in all material respects with all provisions of the Licences and there are no proceedings in progress, or to the knowledge of the Seller, pending or threatened, which may result in revocation, cancellation, suspension or any adverse modification of any of the Licences. No such Licences will be rendered void or voidable as a result of the completion of the transactions contemplated hereby or by the Closing Documents nor is any consent or approval of any Person required to ensure the continued validity and effectiveness of any Licence in connection with the

29

purchase of the Shares, this Agreement, any Closing Document or the transactions contemplated hereby or thereby.

3.1.32                                                              Accounts Receivable

All Accounts Receivable have been accurately recorded in the Accounting Records, are bona fide, good and collectible at the full face value thereof within 120 days after the date they arose, without discount, rebate, set-off or counterclaim, except for proper and sufficient allowances for doubtful accounts provided for in the Accounting Records.

3.1.33                                                              Books and Records

The Books and Records are complete in all material respects.

All the Books and Records are in possession of the Company or the Subsidiary.

3.1.34                                                              Regulatory and Audit Matters

Except as disclosed in Schedule 3.1.34, all material and correspondence from January 1, 2003 relating to regulatory investigations, disputes and other matters at issue with auditors with respect to the Company or the Subsidiary, as well as all reports from the Company’s auditors have been provided and disclosed to the Buyer, and the Subsidiary is not in receipt of any correspondence from regulators that would have a Material Adverse Effect on the Subsidiary.

3.1.35                                                              Market Conduct Claims

To the knowledge of the Seller, except as provided for in Schedule 3.1.22, the Market Conduct Claims included in Schedule 3.1.35 constitute the only Market Conduct Claims which are currently filed or pending against the Subsidiary.

3.1.36                                                              Bank Accounts

All bank accounts (together with relevant details), signatories’ safety deposit boxes and powers of attorney of the Company and the Subsidiary are listed in Schedule 3.1.36.

3.1.37                                                              Data Processing

There are commercially reasonable standards in place with respect to the data processing system of the Subsidiary (excluding that portion of the data processing system of the Subsidiary outsourced to Alicomp) to ensure that such system uses back up services that are intended to be able to prevent any material adverse interruption of the Business. With respect to that portion of the data processing system of the Subsidiary outsourced to Alicomp, such agreement requires Alicomp to ensure that such portion of the system uses back up services that are intended to be able to prevent any material adverse interruption of the Business.

30

3.1.38                                                              Affiliated Transaction

Except as disclosed in Schedule 3.1.38 and except for agents advances provided in the ordinary course of business, neither the Company nor the Subsidiary is liable in respect of any Contract, advance, loan or guarantee to or on behalf of any shareholder, officer, director, Employee or Affiliate or any other Person with whom dealings are not at arm’s-length, in excess of $10,000 in the aggregate or which will not be released or discharged prior to the Closing Time.

3.1.39                                                              Intercompany Services

Except as specifically disclosed on Schedule 3.1.39, there are no intercompany services provided, with or without charge, to the Company or the Subsidiary by the Seller or any of its Affiliates.

3.1.40                                                              Options and Securities issued to Employees and Directors

The Company gave, as bonus to some of the officers and Employees of the Company and the Subsidiary, securities of the share capital of the Seller and options to acquire securities of the share capital of the Seller. Neither the Company nor the Subsidiary made any representation or warranty to the Employees or officers of the Company or the Subsidiary regarding said securities and options, the financial situation of the Seller nor as to the tradability of said securities and options.

3.1.41                                                              Accuracy at Closing Time

Each representation and warranty of the Seller contained in this Agreement shall be true and correct as of the Closing Time as if made at and as of the Closing Time except to the extent that it is affected by the occurrence of events or transactions expressly permitted by this Agreement, with the exception of the appropriate withholding and the remittance of such to the appropriate Governmental Authority following the payment of dividends by the Company to the Seller.

3.2                                        Representations and Warranties of the Buyer

Each Buyer represents and warrants to the Seller as set out in the following Subsections of this Section and acknowledges that the Seller is relying upon such representations and warranties in entering into this Agreement.

3.2.1                                                                     Corporate Matters

(a)                                  Each Buyer is a corporation duly incorporated, organized, and validly existing in good standing under the laws of its jurisdiction of incorporation. No proceedings have been taken or authorized by each Buyer or, to the knowledge of each Buyer, by any other Person, with respect to the bankruptcy, insolvency, liquidation, dissolution or winding up of each Buyer.  GMF Assurances S.A., is a French S.A. constituted under the laws of France, with a capital of 181 385 440 Euros, duly registered at the Registre du commerce et des sociétés de Paris under number B 398 972 901, having its head office at 76, rue de Prony, 75017, Paris, France, and is represented for the purposes of this Agreement by Mr. Patrice Forget, General Manager, duly appointed under the terms of a resolution of its Board of Directors adopted on April 25, 2006, and represented for the purposes of this Agreement by two of the following persons,

31

Jean-Yves Dupéré, Robert St-Denis and Réal Circé, duly authorized under a delegation of powers dated and signed by Mr. Patrice Forget on August 27, 2006.

(b)                                 Each Buyer has all necessary power and capacity to execute and deliver, and to observe and perform its covenants and obligations under the Agreement and the Closing Documents to which it is a party.  Each Buyer has taken all corporate action necessary to authorize the execution and delivery of, and the observance and performance of its covenants and obligations under the Agreement and the Closing Documents to which it is a party.

(c)                                  This Agreement has been, and each Closing Document to which each Buyer is a party will, on Closing, be duly executed and delivered by each Buyer, and this Agreement constitutes, and each Closing Document to which each Buyer is a party will on Closing constitute, a valid and binding obligation of the Buyer enforceable against each Buyer in accordance with its terms.

3.2.2                                                                     Absence of Conflicting Agreements

None of the execution and delivery of, nor the observance and performance by each Buyer of, any covenant or obligation under the Agreement and the Closing Documents to which it is a party or the Closing contravenes or results in a violation or of a default under (with or without the giving of notice or lapse of time, or both) or in the acceleration of any obligation under:

(i)                                     any Applicable Law applicable to each Buyer;

(ii)                                  any Licence required by each Buyer;

(iii)                               the Articles, by-laws, directors’ or shareholders’ resolutions of each Buyer;

(iv)                              the provision of any agreement, lease, mortgage, security document, obligation or instrument to which a Buyer is a party or by which a Buyer or its assets is affected or bound.

3.2.3                                                                     Investment Canada Act

La Capitale is not a “non-Canadian” within the meaning of the Investment Canada Act.  GMF is a “non-Canadian”.

3.2.4                                                                     Consents and Approvals required by the Buyer

Except as expressly set forth in Schedule 3.2.4, no consent, approval, Licence, Order, authorization, registration or declaration of, or filing with, any Governmental Authority is required by either Buyer in connection with:

(a)                                  The Closing.

(b)                                 The execution and delivery by each Buyer of this Agreement or any Closing Document to which it is a party, or

32

(c)                                  The observance and performance by each Buyer of its obligations under this Agreement or any Closing Documents to which it is a party.

3.2.5                                                                     Funds

Each Buyer has, and at the Closing Time will have, the funds necessary to complete all transactions contemplated by this Agreement and to perform its obligations hereunder and will, upon request, provide evidence thereof satisfactory to the Seller, in its sole discretion.

3.2.6                                                                     No Actions

To the knowledge of each Buyer, there is no action, suit or proceeding by or before any Governmental Authority existing or pending, which would enjoin, restrict or prohibit the purchase of the Shares or any portion thereof by each Buyer as contemplated hereunder.

3.2.7                                                                     Due Diligence Review of the Company and the Subsidiary

Without restricting the indemnification obligations of the Seller provided in Section 5.2 herein, each Buyer acknowledges that it has conducted a due diligence review of the Company and the Subsidiary, and that it has had the opportunity to ask questions and receive answers with respect to the information it deemed material to an investment decision to acquire the Shares.  Each Buyer also acknowledges that it is familiar with the life insurance industry.

3.3                                        Commission

Each Party represents and warrants to the other Party that no other party will be liable for any brokerage commission, finder’s fee or other similar payment in connection with the transactions contemplated hereby because of any action taken by, or agreement or understanding reached by, that Party. For greater certainty, the Seller shall be responsible for the payment of any commission, broker’s or finder’s fee for advisors engaged by the Seller or any of its Affiliates in connection with the transactions contemplated herein, including, without limitation, such commissions, broker’s or finder’s fee due to BMO Nesbitt Burns Inc., and the Buyer shall have no liability to the Seller for such expenses.

3.4                                        Qualification of Representations and Warranties

Any representation or warranty made by a Party as to the enforceability of this Agreement, any Closing Document or any other Contract or agreement including those Contracts and agreements contemplated in Schedules 3.1.13, 3.1.27, 3.1.29 and 3.1.30 against a Party is subject to the following qualifications:

(a)                                  Specific performance, injunction and other equitable remedies are discretionary and, in particular, may not be available where damages are considered an adequate remedy; and

(b)                                 May be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other laws generally affecting enforceability of creditors’ rights.

33

3.5                                        Survival of Representations and Warranties of Seller

All representations, warranties, statements, covenants and agreements made by the Seller in this Agreement or any Closing Document shall survive the Closing as follows:

(a)                                  The representations and warranties set forth in Subsections 3.1.1, 3.1.2, 3.1.3, 3.1.5 of this Agreement shall survive the Closing and continue without time limit.

(b)                                 The representations and warranties set forth in Subsection 3.1.12 of this Agreement in respect to a particular taxation year, period or event shall survive until 90 days after the expiration of the period, if any, during which a Governmental Authority is entitled to issue any assessment, reassessment or other form of recognized document assessing liability for Taxes under Applicable Law in respect of such taxation year, period or event, except if a waiver or a document extending such period has been given by the Company or the Subsidiary after the Closing Time, without the prior written consent of the Seller granted in accordance with Section 4.13 in which case such representations and warranties shall survive only until such waiver or document has been given.

(c)                                  All of the other representations and warranties contained in this Agreement or any Closing Document shall survive for a period of one year from the Closing Date; and

(d)                                 All covenants of the Seller contained in this Agreement or any Closing Document shall survive the Closing until performed or waived.

For greater certainty, there shall be no limitation on the right of the Buyer to bring any claim, action or proceeding based on any fraudulent misrepresentation of the Seller.

3.6                                        Survival of Representations and Warranties of Buyer

All representations, warranties, statements, covenants and agreements made by the Buyer in this Agreement or in any Closing Document shall survive the Closing as follows:

(a)                                  The representations and warranties set forth in Subsections 3.2.1, 3.2.3 and Section 3.2.7 shall survive the Closing without time limit.

(b)                                 All of the other representations and warranties in any Closing Document shall survive for a period of one year from the Closing Date; and

(c)                                  All covenants and agreements of the Buyer contained in this Agreement or any Closing Document shall survive the Closing until performed or waived.

3.7                                        Limitation on Actions for Breach of Representations and Warranties

The sole remedy for any breach of representation or warranty made in this Agreement or in any other Closing Document shall be pursuant to Article 5 herein, provided that either Party may seek injunctive relief, specific performance and similar remedies in connection with any matter where such remedies are typically provided for.

34

ARTICLE 4
OTHER COVENANTS OF THE PARTIES

4.1                                        Conduct of Business Prior to Closing

4.1.1                                                                     Operating Principles

During the Interim Period, the Seller shall cause the Company and the Subsidiary to act as follows:

(a)                                  The Company and the Subsidiary shall use their best commercial efforts to carry on the Business with diligence and in the ordinary course and maintain satisfactory relationships with policyholders, distributors, general agents, representatives and other Persons with whom the Company and the Subsidiary have business relationships, and not make any material modification in their usual sales, accounting or management practices, except as required by Applicable Laws, the whole so as to maintain the goodwill and ongoing business of the Business;

(b)                                 Except as required by Applicable Laws and for changes which are not material required to secure the continued registration of any Benefit Plan with each applicable Governmental Authority, the Company and the Subsidiary shall not make or undertake to make any amendment or modification to the Benefit Plans without the prior written consent of the Buyer;

(c)                                  The Subsidiary shall continue to comply with its investment policies and, without limiting such obligation, no new real property (except by way of foreclosure) and no non-marketable securities or other non-marketable assets shall be acquired for the Subsidiary’s portfolio of investment assets without the prior written consent of the Buyer;

(d)                                 Except as contemplated herein, without the prior written consent of the Buyer, the Company and the Subsidiary shall not:

(i)                                     out of the ordinary course of business, introduce any change in the standard forms of the Policies, introduce any new product, make any modification in pricing practices, annuity pricing basis, premium rates or policy loan rates offered to the public (or to the spreads or margins used by the Subsidiary in establishing such practices, basis or rates) with respect to any of the Policies;

(ii)                                  out of the ordinary course of business and except for the employment agreement to be entered into between the Subsidiary and Lynn Grenier-Lew, introduce any change to the compensation or bonuses paid to distributors, representatives, general agents or otherwise modify the contractual arrangements of the Subsidiary with such Persons;

(iii)                               change any accounting method;

(iv)                              subject to Subsection 4.1.1(f) below, except in the ordinary course of business, enter into any Contract or agreement or incur or assume any liability,

35

                                                obligation or indebtedness (whether accrued, absolute, contingent or otherwise);

(v)                                 pledge, encumber or grant security over any of their Assets;

(vi)                              sell or purchase Assets out of the ordinary course of business;

(vii)                           enter into any insurance agreement, data processing Contract or other Contracts or agreements outside of the ordinary course of business;

(viii)                        except for the dividends approved by the Office of the Superintendent of Financial Institutions under Section 83 of the Insurance Companies Act (Canada) one of which in the amount of $4,909,000 in respect of net earnings through to December 31, 2005 was paid on June 15, 2006 and two additional dividends, one in the amount of $1,967,000 representing net earnings from January 1, 2006 through to March 31, 2006 and the other in an amount representing net earnings from April 1, 2006 through to June 30, 2006 which are expected to be paid prior to the Closing Date, subject to Governmental Authorities approvals, neither the Company nor the Subsidiary will declare or pay any additional dividend or make any other distribution in respect of any shares or securities (including the Shares) unless such dividend is disclosed in writing by the Seller to the Buyer and previously approved by the Buyer, it being understood that the dividend to be paid prior to the Closing Date for the period from April 1, 2006 to June 30, 2006 shall be limited to the net earnings for the period from January 1, 2006 to June 30, 2006 less the dividend previously paid for the period of January 1, 2006 to March 31, 2006;

(ix)                                except for: (i) the amendment to the Subsidiary’s by-laws to include private company provisions and to create Class B shares contemplated by the Specified Transactions and substantially as set out in the draft by-law amendment provided by the Seller to the Buyer on July 5, 2006, (ii) the issuance to PLIC of 30 Class B shares of the Subsidiary prior to the Closing Time as contemplated by the Specified Transactions, and (iii) the transfer by UAFC of ten percent of the issued and outstanding shares of the Company to PLIC prior to the Closing Time, as contemplated by the Specified Transactions, the Company and the Subsidiary shall not without the prior written consent of the Buyer, make any changes to their Articles or by-laws or split, combine, subdivide or reclassify their share capital or issue or authorize or propose the issuance of other shares, securities or Rights in respect or in lieu of or in substitution for shares, securities or Rights of their share capital (including the Shares) or repurchase, redeem or otherwise acquire any share, securities or Rights of their share capital (including the Shares);  Shares) or repurchase, redeem or otherwise acquire any share, securities or Rights of their share capital (including the Shares);

(x)                                   except as contemplated by the Specified Transactions, issue, deliver, sell, transfer, pledge or otherwise encumber or authorize or propose the issuance, delivery, sale, transfer, pledge or Encumbrance of shares (including the

36

                                                Shares), securities, Rights or enter into any agreement with respect to any of the foregoing; and

(xi)                                take any other action which would result in a breach of any representation or warranty under this Agreement;

(e)                                  The Company and the Subsidiary shall notify the Buyer promptly upon receiving notice of any pending or threatened matter (including notice of any demand, suit, proceeding, prosecution, litigation or claim) with respect to the Business and co-operate with the Buyer in responding to such matter;

(f)                                    Except as contemplated herein, without the prior written consent of the Buyer, the Company and the Subsidiary shall not surrender, modify or enter into any Contract, agreement, lease, obligation, or commitment relating to their Business, which involve the payment of more than $100,000 per year or is not terminable on 30 days’ prior notice or less, without penalty;

(g)                                 The Company and the Subsidiary shall comply in all material respects with all Applicable Laws relating to the operation of the Business;

(h)                                 The Company and the Subsidiary may in the ordinary course of the Business during the Interim Period terminate any Employee whose annual salary is less than $75,000 and hire an individual to replace any such terminated Employee or replace any Employee whose annual salary is less than $75,000 and whose employment terminates for any reason during the Interim Period so long as the terms of employment of such new individual are not materially different from those of the Employee replaced. Neither the Company nor the Subsidiary shall hire any other individual without the prior written consent of the Buyer;

(i)                                     In addition to Subsection 4.1.1(b), the Company and the Subsidiary shall not during the Interim Period, make any general or specific increase in the compensation of their Employees, officers or directors, nor grant to them any additional benefit or termination package or generally change employment conditions, except for increases required by any employment contract or normal salary increases at normal review dates in accordance with the normal policy of the Business and for the employment agreement to be entered into between the Subsidiary and Lynn Grenier-Lew, and shall use commercially reasonable efforts to maintain the services of their officers and Employees;

(j)                                     No later than three days prior to the Closing Date, the Seller shall deliver to the Buyer a copy of Schedule 3.1.19 which is accurate as at such date of delivery and which indicates which Employees are Non-Active Employees on such date. For those individuals who are Non-Active Employees at the Closing Date, the Seller shall indicate the reason for each Non-Active Employee’s absence and expected duration of such absence;

(k)                                  The Buyer shall be provided with an opportunity to consult with all Employees immediately after the execution of this Agreement and may offer to such Employees,

37

                                                at its own cost, additional stay-put arrangements as it may feel to be appropriate.  The Seller shall cooperate with the Buyer in arranging, immediately after the execution of this Agreement, for meetings with, and other communications to, the agents, distributors or representatives of the Company and the Subsidiary with a view to assisting the Buyer in preserving the goodwill of the Company’s and Subsidiary’s distribution system and to preserve and enhance the selling and servicing of Policies through the Closing of the transactions. The Seller shall be given notice of and shall be entitled, if it so wishes, to be present at any meeting with Employees, agents, distributors and representatives;

(l)                                     The Company and the Subsidiary shall continue to withhold Taxes from each payment made to any of their Current Employees, officers and directors.

4.2                                        Access for Investigation

4.2.1                                                                     Access

During the Interim Period, the Seller shall permit and cause the Company and the Subsidiary to permit the Buyer and its employees, agents, counsel and accountants or other representatives to have reasonable access during business hours to the Company and the Subsidiary, their properties, their Books and Records and to any other documents, information or properties related to the Business, on condition that no person given access unreasonably interferes with the ordinary conduct of the Business and provided that all arrangements for such access be made through Richard Barasch.

4.2.2                                                                     Involvement of the Buyer

The Buyer agrees that it will not, prior to the completion of the transactions contemplated by this Agreement, involve itself in any aspect of, or request that any change be made to, the operations, assets, contracts or employees of the Company, Subsidiary or the Business, unless Buyer has specifically requested permission to do so in writing addresses to Robert Waegelein of the Seller and Robert Waegelein has in writing granted such permission.

4.3                               Filings with Governmental Authorities

The Buyer shall: (a) use its best commercial efforts to obtain all approvals required by it under the Competition Act (Canada) and the Insurance Companies Act (Canada) with respect to the acquisition of the Shares exclusively; (b) as soon as practicable after the date hereof and, in any event, not later than 15 Business Days after the date hereof, make all necessary applications, filings and submissions required to obtain such regulatory approvals (including the filing of a request for an advance ruling certificate and/or a short form notification pursuant to the Competition Act (Canada), it being understood that the Seller also agrees to file a short form notification in the event that the Buyer files one); and (c) shall use its best commercial efforts to file any additional information requested in respect thereof by any Governmental Authority in a timely manner. The Seller and the Buyer will coordinate and cooperate with one another in exchanging such information and supplying such assistance as may be reasonably requested by each other in connection with the foregoing. The Buyer will provide the Seller with drafts of all such applications, filings and submissions for the Seller’s review before such filings or submissions are sent to the appropriate Governmental Authority and will give good faith consideration to any of the Seller’s or the Seller’s Counsel’s

38

comments or suggestions concerning such drafts. The Buyer will provide the Seller with copies of all such applications, filings and submissions filed with any Governmental Authority. The Seller may contact the relevant Governmental Authority at any time to discuss the status of the Seller’s applications, filings and submissions for such regulatory approvals and, if required by any Governmental Authority, the Buyer shall consent to such Governmental Authority discussing such matters with the Seller.

The Buyer and the Seller shall make or cause to be made all other filings and each of them shall use commercially reasonable and diligent efforts to make or cause to be made all other filings, notices or requests for approval required to be given or made to any Governmental Authority in connection with the sale and transfer of the Shares and required to satisfy the conditions precedent set forth in Article 6. Each Party shall co-operate and consult with each other in connection with and furnish to the other such information and assistance as it may reasonably request in order to prepare any filing or submission or notice to be made or given by it.  The form of any such other filing, registration or notification required to be made by any Party shall be subject to the prior approval of the other Party, which approval shall not be unreasonably withheld or delayed, except that no Party shall be obligated to share confidential or proprietary information with the other Party in connection with such filings, unless a confidentiality agreement satisfactory to both parties is executed. The Party responsible for a filing shall promptly deliver to the other Party evidence of the making of all filings, registrations and notifications. The Party responsible shall also promptly deliver to the other Party a copy of each material notice, order, opinion or other item of correspondence received by such filing Party from any Governmental Authority in respect of any such filings. The Party responsible shall communicate and discuss fully with the other Party all communications, written and oral, which the Party responsible has with any Governmental Authority.

The Parties shall promptly advise each other upon receiving any communication suggesting that there is a reasonable likelihood that any approval will not be obtained or that the receipt of such approval will be materially delayed or that material restrictions will be imposed upon such approval.

Without limitation and for greater certainty, the Seller acknowledges and undertakes to make or cause to be made all filings, notices or request for approval required to be given or made to any Governmental Authority in connection with the declaration of dividends and returns of capital by the Company or the Subsidiary and, at the Seller’s discretion, the issue of securities of the Company or the Subsidiary to PLIC or to other wholly owned U.S. insurance subsidiaries of the Seller, prior to the Closing Time.

Each party shall bear its own costs, fees, charges and expenses payable in connection with applying for and obtaining any regulatory approvals or with respect to any filing, application, notice or request for approval in accordance with this Section 4.3.  Notwithstanding the foregoing, the Buyer agrees to pay the filing fee and associated taxes payable under the Competition Act (Canada).

4.4                                        Interim Financial Statements

The Seller shall cause the Company and the Subsidiary, as promptly as practicable, and in any event within 15 days following the end of each quarter, for each quarter, commencing on December 31, 2005 and ending on Closing, to prepare and deliver to the Buyer quarterly consolidated and non-consolidated Financial Statements of the Company and the Subsidiary prepared in accordance

39

with Generally Accepted Accounting Principles, in a form consistent with the Financial Statements of the Company and its Subsidiary as of December 31, 2005.

4.5                                        Co-operation

(a)                                  During the Interim Period, the Seller and the Buyer shall use all commercially reasonably and diligent efforts to maintain the value and goodwill of the Company and the Subsidiary, and each of the Buyer and the Seller shall use all commercially reasonable efforts to fulfill all of its requirements (but shall not be obligated to waive any Closing conditions) that will permit the Closing to be consummated and, in particular, all regulatory approvals in all jurisdictions shall be applied for and all required action such as meetings with and mailings to policyholders shall be completed on as timely basis as possible.

(b)                                 During the Interim Period, the Seller and the Buyer shall use all commercially reasonable and diligent efforts to carry out the Specified Transactions, and following the Closing Time the Buyer shall cause the Company and/or the Subsidiary to purchase or redeem all of the Class B shares of the Subsidiary held by PLIC, as contemplated in the Specified Transactions, it being understood that the purchase or redemption of such Class B shares will not in any manner result in the payment by the Buyer of any amount in excess of the amount paid up by PLIC on such shares upon their issuance nor affect the Purchase Price.

4.6                                        Disclosure

Prior to the Closing Date, the Seller shall immediately disclose in writing to the Buyer any matter inconsistent in any respect with any of the Seller’s representations or warranties contained herein.

4.7                                        Actions to Satisfy Closing Conditions

Each Party shall take all such action as is within its power to control, and shall use reasonable commercial efforts to cause other actions to be taken which are not within its power to control, so as to ensure compliance with all conditions set forth in Article 6 which are for the benefit of any Party. The Parties shall co-operate in exchanging such information and providing such assistance as may be reasonably required in connection with the foregoing.

4.8                                        Tax  Matters

(a)                                  The Seller shall cause the Company and the Subsidiary to file all Tax Returns that are due prior to the Closing Date and to pay any and all Taxes due in respect of such Tax Returns. The Seller shall prepare (or cause to be prepared ) all Tax Returns required to be filed on or after the Closing Date for all periods ending on, before or including the Closing Date. All such Tax Returns shall be prepared in a manner consistent with Applicable Law and prior Tax Returns of the Company and the Subsidiary, in that order. The Seller shall furnish the Buyer with a copy of any Tax Return required to be prepared by it at least 30 Business Days prior to the due date for filing such Tax Returns by the Company for the Buyer’s review and approval.  The Buyer shall execute and file such Tax Returns and pay all Taxes due with

40

                                                respect to such Tax Returns on or prior to the due date therefor.  The Buyer shall not, without the consent of the Seller, which consent shall not be unreasonably withheld, amend, refile or alter any Tax Return for a taxation period ending before Closing.

(b)                                 The Seller and Buyer shall jointly execute and file, on a timely basis and using a form reasonably acceptable to counsel to the Buyer and the Seller and in the prescribed form (when available), a joint election to have paragraph 56.4(3)(c) of the Income Tax Act (Canada) apply to the amount of the Purchase Price attributable to the Non-Competition Agreement and shall prepare their respective Tax Returns consistent with such joint election.  For the purposes of such joint election, the amount of the Purchase Price attributable to the Non-Competition Agreement will be consistent with the Purchase Price allocation determined in accordance with Section 2.1 (2).

(c)                                  The Buyer will cause the Subsidiary to remit to the Receiver General for Canada, in the time prescribed for such remittance, the amount required to be remitted by the Subsidiary pursuant to subsection 215(1) of the Income Tax Act (Canada) as a consequence of the application of subsection 219(5.3) of that Act.  Such amount which represents $2,515,585 shall be deducted from the Purchase Price.  Furthermore, the Seller shall, on the Closing Date, furnish the Buyer with a copy of a certificate issued under section 116 of the Income Tax Act (Canada) received by PLIC in relation to the redemption by the Company, immediately after the Closing Date, of the Class B shares owned by PLIC (the “PLIC Certificate”).  If a copy of the PLIC Certificate is not furnished to the Buyer on the Closing Date, the latter will withhold from the Purchase Price an additional amount of $5,031,871  (the “Additional Amount”).  The Additional Amount will be held in trust by an escrow agent to be agreed upon by the parties, and invested in an interest bearing account.  Until the Seller furnishes the Buyer with a copy of the PLIC Certificate, the Additional Amount, together with all accrued interest thereon, shall be held by the escrow agent.  If the Seller has provided the Buyer with a copy of the PLIC Certificate prior to the date that is one (1) year following the Closing Date, the Additional Amount with all accrued interest thereon (net of any withholding taxes) shall be remitted by the escrow agent to the Seller immediately upon the Seller providing a copy of the PLIC Certificate to the Buyer.  If the Seller has not provided the Buyer with a copy of the PLIC Certificate within one year of the Closing Date, the escrow agent shall then immediately remit the Additional Amount to the Receiver General for Canada on account of the liability of the Seller pursuant to subsections 219 (5.3) and 212(2) of the Income Tax Act (Canada) and shall pay the accrued interest (net of any withholding taxes) to the Seller.  Notwithstanding any other provision of this Agreement, the Buyer shall indemnify in full the Seller and PLIC for any Canadian Taxes payable by either the Seller or PLIC arising in respect of the Buyer’s failure to comply with this section 4.8(c).

41

4.9                                        Legal Proceedings

The Seller, the Company and the Subsidiary shall cause the Company and the Subsidiary to vigorously defend or cause to be defended any law suit, or other legal proceeding brought against them and challenging this Agreement or the completion of the transactions contemplated hereunder.

4.10                                 Consents and Waivers

The Seller shall use all commercially reasonable efforts (including paying such reasonable charges and fees as may be necessary) to obtain, prior to Closing and at the Seller’s expense, all consents and waivers from third parties required to ensure compliance with each of the terms of Subsection 3.1.7 and those required to sell the Shares to the Buyer, to consummate all transactions contemplated by the Agreement or the Closing Documents and to conduct the Business immediately following the Closing. The Buyer shall provide full co-operation and assistance to the Seller in its efforts to obtain such consents and waivers. If such consents and waivers cannot be obtained by Closing, the Seller and the Buyer will work together in good faith to find a commercially reasonable solution to the problem caused by the failure to obtain such consents and waivers which solution will be implemented at the Seller’s expense.