TOTAL ANDALUCÍA

Detailed Description of the Scheme

3.1 Save in respect of terms defined elsewhere in this report, the terms used in this section follow the definitions set out in the Scheme.

Effective Date

3.2 The Effective Date is the date upon which the Scheme will be implemented and is expected to be 29 July 2012.

Structure of ReAssure

3.3 ReAssure will maintain its current fund structure subject to the requirements of the prior schemes.

Transfer of Assets, Liabilities and Policies and their allocation to funds

3.4 At the Effective Date, all of the assets, liabilities and policies relating to the transferring business of Alico UK (respectively, “Transferring Assets”, “Transferring Liabilities” and “Transferring Policies”) will be transferred to ReAssure. Policies which are not transferring under the Scheme but which will remain with Alico UK are “Excluded Policies”.

3.5 The Transferring Policies are policies in the following classes (as described in 2.48): ▪ The Affluent business line;

▪ The Annuities business lines;

▪ The Individual Protection business line; ▪ The Closed-Book business line;

▪ The General Business (excluding Group Protection); and,

▪ Any policy in the above categories that has lapsed at the Effective Date but may be reinstated after the Effective Date.

3.6 The Transferring Policies and Residual Policies (see 3.11) will be allocated to the ReAssure NPF or to the SHF if they are General Business policies.

3.7 The Transferring Assets will be allocated at the Effective Date to the ReAssure NPF, or to the SHF if they relate to the General Business.

3.8 All the Transferring Liabilities arising from Transferring Policies, Transferring Assets or Residual Assets (see 3.9) will be allocated to the ReAssure NPF or to the SHF if they relate to the General Business.

Residual Assets, Residual Liabilities

3.9 Certain assets may be retained by Alico UK at the Effective Date (“Residual Assets”). These will include any assets which the Scheme contemplates to be transferred to ReAssure, but which cannot be so transferred for any reason, and these will be held in trust by Alico UK until they can be transferred to ReAssure. If the impediment to the transfer of any asset is removed, then that asset will be transferred to ReAssure at that time.

3.10 Alico UK may have to retain certain liabilities which are intended to be transferred to ReAssure but which cannot be transferred for some reason (“Residual Liabilities”).

Residual Policies

the transfer has been prevented due to the regulator in the EEA state in which the policyholder is resident having objected to the transfer, or for any other reason, that policy will be excluded from the Transferring Policies and be retained in Alico UK. Such policies are “Residual Policies”.

Linked Business

3.12 With effect from the Effective Date, the Transferring Assets and Transferring Liabilities allocated to each base fund maintained by Alico UK immediately prior to the Effective Date will be allocated to:

▪ new base funds of ReAssure LTF; and,

▪ existing base funds of ReAssure LTF that have investment objectives that are aligned with those of the base fund in question.

3.13 New linked funds will be established corresponding with the linked funds maintained by Alico UK prior to the Effective Date. The number of units in issue and the value of those units allocated to the new linked funds will be the same as applied to Alico UK at the Effective Date. The number and value of units allocated to each linked policy will be unchanged. 3.14 Unless precluded by terms of the relevant policies (or the ReAssure Board considers it

impracticable or inappropriate having regard to the interests of relevant policyholders), ReAssure:

▪ may modify or enlarge the investment objectives or modify the management arrangements of any base fund or linked fund of ReAssure;

▪ may combine or amalgamate any base fund of ReAssure with any other base fund or to close, sub-divide or alter any base funds of ReAssure; or,

▪ may combine or amalgamate any linked fund of ReAssure with any other linked fund or to close, sub-divide or alter any linked funds of ReAssure.

3.15 In the event that any group of policyholders may be materially disadvantaged financially by any of the actions in 3.14 then ReAssure will ensure that appropriate adjustments are made in order to provide appropriate compensation to such policyholders.

With-Profits Business

3.16 It is the proposed that the with-profits policies to be transferred from Alico UK will be converted to non-profit non-linked policies. After the Effective Date, benefits under these policies will be determined according to fixed scales of guaranteed annual increases and, where appropriate, guaranteed increases on a claim being made. These scales will be applied to the guaranteed benefits under these policies at the Effective Date.

3.17 The annual and final increases vary by policy type and duration in force. The methodology and assumptions used to determine the guaranteed increases are shown in Appendix 3 along with indicative increases to be included in the policy communications detailed in 3.22 to 3.24.

Amendments to the Scheme

3.18 The Scheme permits amendments to be made to its terms after the Effective Date to the extent that there is express provision to do so in the Scheme or if ReAssure applies to the Court to amend the Scheme. Minor and/or technical amendments, which have been agreed by ReAssure and Alico UK may, provided the FSA has been notified of the proposed amendments and does not object to them, be made without any requirement for the notification to or the consent of the Court in relation to the amendments.

Costs

3.19 The costs of developing and implementing the Scheme, including my fees for preparing the Scheme Report, will be met by Alico and ReAssure, and will not be re-allocated to the

policyholders of either Alico UK or ReAssure.

Miscellaneous aspects related to the implementation of the Scheme Administration

3.20 The responsibility for the administration of the Transferring Policies will remain with ARUK after the Effective Date.

Reinsurance

3.21 None of the existing reinsurance arrangements will transfer under the Scheme as all but one of these will either be recaptured or terminate at the Effective Date. The exception will be the existing reinsurance treaty with Chartis in relation to the General Insurance Business which will be novated and continue to provide the cover that was in place before the Effective Date.

Policy Communications and Waivers

3.22 There are statutory requirements for policyholders of the transferring and transferee companies to be informed of the proposed Scheme. A communications policy has been developed to satisfy this requirement although Alico UK and ReAssure intend to seek waivers from the full application of the requirements of FSMA and the equivalent requirements applicable in Jersey and Guernsey. The intention is to publicise the Scheme by means of: ▪ a communication pack, as described in 3.23;

▪ press notices in a range of national and international publications; ▪ information available on Alico, MetLife and ReAssure websites; and, ▪ a helpline service.

3.23 The proposed communication pack will consist of: ▪ a cover letter;

▪ Questions and Answers about the Scheme; ▪ a summary of the terms of Scheme;

▪ a summary of the independent expert’s report; ▪ a copy of the press notice; and,

▪ details of the with-profits conversion for those policyholders affected.

3.24 The waivers from the statutory notification requirements which will be sought from the Court or the applicable regulatory authority are such as to limit personal notifications as follows: ▪ Only the holders of Transferring Policies should be circularised on the terms of the

Scheme. These policyholders will also be informed of Alico UK’s intention to close and transfer the Excluded Policies under the MetLife Part VII Transfer;

▪ Excluded policyholders of Alico UK should not be circularised as they are not materially affected by the transfer (e.g., administration arrangements) and it is the intention to transfer these to various other MetLife entities under the MetLife Part VII transfer; ▪ Other policyholders of Alico (outside of the UK Branch) should not be circularised due

to the relative size of the Transferring Business compared to Alico as a whole and since they are considered to be largely unaffected by the implementation of the Scheme due to the Separate Account that is in place in respect of the UK Branch; and, ▪ Existing policyholders of ReAssure should not be circularised as they are largely