1UNITED STATES DISTRICT COURTSOUTHERN DISTRICT OF OHIOWESTERN DIVISIONFIFTH THIRD BANK, et al.,Plaintiffs,vs.TRANSAMERICA LIFE INSURANCECOMPANY and CLARK CONSULTING,INC.Defendants.:::::::::::CASE NO. 1:08 CV 269Judge BeckwithMagistrate Judge Hogan

DEFENDANTS TRANSAMERICALIFE INSURANCE COMPANY andCLARK CONSULTING, INC.’SANSWER TO PLAINTIFFS’COMPLAINTJURY DEMAND ENDORSEDHEREON

Come now defendants Transamerica Life Insurance Company (“Transamerica”) and Clark Consulting, Inc. (“Clark”), and for their Answer to the Complaint filed against them by plaintiffsFifth Third Bank, an Ohio banking corporation, (“Fifth Third Ohio”) and Fifth Third Bank, aMichigan banking corporation, (“Fifth Third Michigan” and, together with Fifth Third Ohio, “FifthThird”), state as follows:

NATURE OF THE ACTION

1.The defendants admit that paragraph 1describes the claims that the plaintiffs haveasserted against the defendants, but defendants deny that they are liable to plaintiffs and thereforedeny all remaining allegations in paragraph 1 of the Complaint.2.The defendants admit that the plaintiffs invested approximately $612 million in Bank Owned Life Insurance (“BOLI”) products, that Transamerica issued the relevant variable life

2insurance policies, and that Clark acted as an insurance broker in connection with the transactions.Defendants state that the plaintiffs’ rights and obligations are governed by the various contractsentered into in connection with the transactions. Further answer, defendants deny all remainingallegations in paragraph 2 of the Complaint.3.The defendants deny the allegations in paragraph 3 of the Complaint.4.The deefendants admit that the value of the plaintiffs’ investment has declined, butthey state that this is the result of investment risks that the plaintiffs knowingly assumed and the plaintiffs’ own investment decisions. The defendants deny the remaining allegations in paragraph4 of the Complaint.

JURISDICTION AND VENUE

5.The defendants admit the allegations in paragraph 5 of the Complaint.6.The defendants admit the allegations in paragraph 6 of the Complaint.

THE PARTIES

7.The defendants are without knowledge or information sufficient to ascertain the truthof the allegations in paragraph 7 of the Complaint and therefore deny them.8.The defendants are without knowledge or information sufficient to ascertain the truthof the allegations in paragraph 8 of the Complaint and therefore deny them.9.The defendants admit the allegations in paragraph 9 of the Complaint.10.The defendants admit the allegations in paragraph 10 of the Complaint.

THE FACTS

11.The defendants admit that, in general, the first four sentences of paragraph 11

3accurately describe the operation of BOLI products, but they deny the allegations in paragraph 11to the extent that they purport to describe the respective roles and responsibilities of the BOLI policyholder, the insurer and the broker. Fifth Third’s losses in this case were the result of allocationand re-allocation decisions that it made and for which it was responsible. Further answering, thedefendants deny the remaining allegations in paragraph 11 of the Complaint.12.The defendants admit that, in general, the first sentence of paragraph 12 accuratelydescribes the treatment of cash surrender value. In response to the second sentence of paragraph 12,they state that the cash surrender value available to Fifth Third at any given time was governed bythe precise terms of the written agreements applicable to the insurance policy and stable value sub-account that Fifth Third had elected at that time. The defendants deny the allegations in paragraph12 to the extent that they are inconsistent with those precise terms. The defendants admit thatcontractual terms required by state law are set forth in the insurance policy filed with the state.Further, answering the defendants deny the remaining allegations in paragraph 12 of the Complaint.13.The defendants admit that, in general, paragraph 13 accurately describes therelationship that should exist between the investment manager of a sub-account and the owner of aseparate account/variable BOLI policy. To the extent, however, that paragraph 13 is meant to implythat Fifth Third received performance reports on only a quarterly basis, the allegations are denied.In fact, Fifth Third received performance reports more frequently than quarterly.14.The defendants admit that, in general, paragraph 14 accurately describes the operationof stable value agreements, but they state that the stable value protection available to Fifth Third atany given time was governed by the precise terms of the Stable Value Agreement underlying the