time to time by mutual consent of its members, provided that the JMC will consist at all times of an equal number of representatives of each of Unum and SGI. Each Party may replace its JMC representatives at any time upon written notice to the other Party. The JMC may invite non-members to participate in the discussions and meetings of the JMC, provided that such participants will have no voting authority. The JMC will have a chairperson, who will be selected by Unum. The role of the chairperson will be to convene and preside at meetings of the JMC and to ensure the preparation of minutes, but the chairperson will have no additional powers or rights beyond those held by the other JMC representatives.

Exhibit # The JSC may change its size from time to time by mutual consent of its members, provided that the JMCJSC will consist at all times of an equal number of representatives of each of Unum and SGI. Each Party may replace its JMCJSC representatives at any time upon written notice to the other Party. The JMCJSC may invite non-members to participate in the discussions and meetings of the JMC,JSC, provided that such participants will have no voting authority.authority at the JSC. The JMCJSC will have a chairperson, who will serve for a term of ​, and who will be selected alternately, on an ​ basis, by Unum or SGI. The initial chairperson will be selected by Unum. The role of the chairperson will be to convene and preside at meetings of the JMCJSC. The Alliance Managers will work with the chairperson to prepare and circulate agendas and to ensure the preparation of minutes, but theminutes. The chairperson will havehas no additional powers or rights beyond those held by the other JMCJSC representatives.