[THIS AGREEMENT WILL REMAIN IN DRAFT FORM UNTIL APPROVED BY INSURANCE DEPARTMENT] REINSURANCE POOLING AGREEMENT

Transcription

1 [THIS AGREEMENT WILL REMAIN IN DRAFT FORM UNTIL APPROVED BY INSURANCE DEPARTMENT] REINSURANCE POOLING AGREEMENT This Reinsurance Pooling Agreement (the Agreement ) is entered into with effect as of, by and between Farmers Union Mutual Insurance Company, a North Dakota mutual insurance company ( FUMIC ), and Farmers Union Mutual Insurance Company, an Arkansas mutual insurance company ( Arkansas ). STATEMENT OF AGREEMENT Section 1. Definitions. The following terms, when used in this Agreement, shall have the following meanings: (a) (b) (c) (d) (e) Effective Date shall mean 12:01 a.m. Eastern Time on. Pool shall mean the reinsurance pooling arrangement set out in this Agreement. Pool Cessions shall mean the transactions pursuant to which Pool Affiliates cede and transfer to FUMIC one hundred percent (100%) of their respective Book of Business in Force as of and subsequent to the Effective Date. Pool Distributions shall mean the transactions pursuant to which FUMIC cedes and transfers to Pool Affiliates their respective Proportionate Shares of FUMIC Book of Business in Force as of and subsequent to the Effective Date, including business reinsured or assumed by FUMIC under this Agreement. Pool Participants shall mean FUMIC and Pool Affiliates identified in Attachment A. (f) Pool Affiliates shall mean all companies as identified in Attachment B. (g) (h) (i) Book of Business in Force shall mean the Net Liability of the ceding company on all policies of insurance and all assumed reinsurance business outstanding and in force as of and subsequent to the Effective Date. It shall also include any Net Liability of the ceding company on or related to insurance policies or reinsurance contracts which have expired, been terminated on non-renewed prior to the Effective Date as valued at December 31 of the year preceding the Effective Date. Finance and Service Charge Income shall mean income associated with a finance or service charge levied to cover the extra handling costs of deferred or installment billing. It shall also include policy fees not otherwise included in premiums. Loss Adjustment Expense or LAE shall mean all direct expenses incurred in the investigation, adjustment, appraisal or defense for all claims under policies and contracts of insurance reinsured pursuant to this Agreement. Loss 1

2 Adjustment Expense shall also include office expenses, operating overhead expenses, lease costs and compensation and benefits of employees who support the evaluation, adjustment and/or settlement of claims, but shall not include investment, Other Underwriting Expense or non-underwriting expenses of the ceding company. Loss Adjustment Expense shall include like expenses on reinsurance business assumed from other insurers or reinsurers and shall be reduced by like expenses ceded to other insurers or reinsurers not a party to this Agreement. (j) (k) (l) (m) (n) (o) (p) Net Liability shall mean all liability for insurance policy losses, prior year loss development and Loss Adjustment Expense. Net Liability shall also include all Other Underwriting Expense and other underwriting related items including, but not limited to, Finance and Service Charge Income, Premiums and Agent Balances Recovered or Charged Off, Premium Deficiency Reserve Changes, Policyholder Dividends and the components of Pool Funds Held. Net Liability shall not include investment income, investment gains or losses, federal income taxes or other income or expenses not incurred in connection with underwriting operations. Net Unearned Premium Reserves shall mean a reserve equal to the unearned premiums minus unearned premiums ceded to non-affiliated reinsurers on a Pool Participant s Book of Business in Force at any time during the term of this Agreement. Net Written Premiums shall mean all direct written premiums, plus reinsurance assumed, minus reinsurance ceded. Net Paid Losses shall mean all direct paid losses plus reinsurance assumed paid losses minus reinsurance ceded paid losses due and recovered. Other Underwriting Expense shall mean all expenses incurred in the acquisition of insurance business, the issuance of insurance policies and contracts, the rendering of services under insurance policies and contracts, premium taxes, licenses and fees and other expenses generally recognized as underwriting expenses under statutory accounting principles adopted by the National Association of Insurance Commissioners. Other Underwriting Expense shall not include loss adjustment, investment or other non-underwriting expenses of the ceding company. Other Underwriting Expense shall include like expenses on reinsurance business assumed from, and shall be reduced by like expenses ceded to, other insurers or reinsurers not a party to this Agreement. Policyholder Dividends shall mean a return of premiums or other distributions to policyholders based on loss experience or Board action. Pool Funds Held shall mean the sum of premium and agent balances receivable, deferred premiums receivable, reinsurance losses recoverable, equities and deposits in pools and associations receivable and reinsurance ceded receivable on 2

3 expense less the sum of funds held receivable and payable, reinsurance payable on loss/lae, advanced premiums, reinsurance ceded premiums payable, drafts and checks outstanding, equities and deposits in pools and associations payable and reinsurance assumed payable on expense, with other insurers, reinsurers, pools and associations not a party to this contract. (q) (r) (s) (t) Premiums and Agent Balances Recovered or Charged Off shall mean uncollectible receivable balances due from policyholders or agents charged off as credit losses less credit offsets for funds recovered from policyholders or agents on balances previously written-off. Premium Deficiency Reserve shall mean estimates for premium inadequacies within the unearned premium reserves. Premium Deficiency Reserve Changes shall mean the increase or decrease in the actuarial estimate for premium inadequacies within the unearned premium reserve. Proportional Shares shall mean the percentage of the pool business allocated to each of the Pool Participants pursuant to this Agreement, as provided in Attachment A. The Proportional Shares shall be expressed as a percentage and shall be established upon any amendment to this Agreement as follows: Pool Proportional Shares = individual Pool Participant s total statutory surplus as of the latest calendar quarter-end period prior to the Effective Date, divided by total of all Pool Participant s total statutory surplus as of the same date, where each Pool Participant s total statutory surplus shall be adjusted (reduced) by its investment in the: (i) surplus of each subsidiary that is a Pool Participant and retains a Pool Participation Share, and (ii) surplus notes issued by an affiliate Pool Participant that retains a Pool Participant Share. Section 2. Administrator. FUMIC shall serve as the Administrator of this Agreement and its duties shall include, but not be limited to: (a) (b) Preparing general ledger accounting and statistical entries necessary to record all Pool Cession and Pool Distribution transactions. Providing access to said records to Pool Affiliates, auditors and state examiners as reasonably required. Computing reinsurance ceded and reinsurance assumed adjustments associated with this Agreement involving premium, loss, Loss Adjustment Expense, Other Underwriting Expense and other underwriting related items including, but not limited to, Finance and Service Charge Income, Premiums and Agent Balances Recovered or Charged Off, Premium Deficiency Reserve Changes, Policyholder Dividends and Pool Funds Held to facilitate each Pool Participant s statutory reporting requirements. 3

4 (c) (d) Computing, billing, and collecting transfer settlement balances between FUMIC and the Pool Affiliates in accordance with the terms of this Agreement as provided in Section 5, Section 6, Section 7 and Section 8. Documenting and maintaining accounting records that support the transactions associated with this Agreement in accordance with FUMIC s record retention guidelines and procedures. Section 3. Pool Cessions. The Pool Affiliates hereby cede and transfer to FUMIC, and FUMIC hereby reinsures and assumes as its own obligation, one hundred percent (100%) of the Pool Affiliates respective Books of Business in Force as of and subsequent to the Effective Date. This will be done on a monthly basis except for January, which is combined with February. Section 4. Pool Distributions. FUMIC hereby cedes and transfers to the Pool Affiliates, and the Pool Affiliates hereby reinsure and assume as their own obligations, their Proportional Shares of FUMIC s Book of Business in Force as of and subsequent to the Effective Date, including without limitation the Book of Business in Force assumed by FUMIC pursuant to Section 3. This will be done on a monthly basis except for January, which is combined with February. Section 5. Initial Settlement of Balances. In consideration of the assumption by FUMIC of the Book of Business in Force of the Pool Affiliates pursuant to Section 3, the Pool Affiliates shall pay and transfer to FUMIC an amount equal to the Pool Affiliates net unearned premium reserves on their respective Books of Business in Force as of the Effective Date. In consideration for the assumption by the Pool Affiliates of their Proportional Shares of the Book of Business in Force of FUMIC pursuant to Section 4, FUMIC shall pay and transfer to the Pool Affiliates an amount equal to their Proportional Shares of FUMIC s net unearned premium reserves on its Book of Business in Force as of the Effective Date, including the net unearned premium reserves transferred to FUMIC pursuant to Section 3. In consideration for the assumption by FUMIC of the Net Liability of each Pool Affiliate pursuant to Section 3, the Pool Affiliates shall pay and transfer to FUMIC amounts equal to: their respective net loss, Loss Adjustment Expense, and Other Underwriting Expense reserves; Premium Deficiency Reserves and unpaid Policyholder Dividends, less Pool Funds Held as valued at December 31 of the year prior to the Effective Date. In consideration of the assumption by the Pool Affiliates of their Proportional Shares of the Net Liability pursuant to Section 4, FUMIC shall pay and transfer to the Pool Affiliates amounts equal to their Proportional Shares of FUMIC s net loss, Loss Adjustment Expense, and Other Underwriting Expense reserves; Premium Deficiency Reserves and unpaid Policyholder Dividends, less Pool Funds Held as valued at December 31 of the year prior to the Effective Date. An initial settlement of the net transfer balances shall occur within sixty (60) days of the execution of this Agreement. A final settlement, if necessary, will be paid within thirty (30) days of the initial settlement. Settlements shall be in the form of U.S. currency (cash) or the fair value of mutually agreed upon assets. 4

5 Section 6. Ceding Commission. In consideration of the acquisition expense equity in unearned premium reserves at the date of initial pool entry or pool realignment, each Pool Affiliate shall receive a one-time ceding commission of thirty percent (30%) of the amount of unearned premium reserves transferred to FUMIC pursuant to Section 3, and FUMIC shall receive a one-time ceding commission of thirty percent (30%) of the amount of unearned premium reserves ceded to each Pool Affiliate pursuant to Section 4. Section 7. (a) (b) (c) (d) Pool Realignment. In the event of a voluntary or involuntary rehabilitation, liquidation or supervision by a state or federal regulator of a Pool Affiliate(s) or a Pool Affiliate merges with, is acquired by or is consolidated with another entity, a change to the composition of the Pool Participants and/or the Proportional Shares assigned to the Pool Participants (as set out in Attachment A), a realignment of the reserve and Pool Funds Held components of Net Liability as valued at the effective date of the amendment associated with the change noted above shall occur, and be collectively absorbed by the remaining Pool Participants based on revised Proportional Shares which shall be effective immediately upon the effective date of such realignment. The process described in Section 3 and Section 4 shall also be adjusted to reflect the amended Proportional Shares. Provided, however, that if a merger, consolidation or acquisition is with or into another Pool Participant, the Agreement shall continue as to the merged entities. Should any of the events referred to in Article 7(a) occur, the net unearned premium reserves (less a commission of thirty percent (30%)) and the Premium Deficiency Reserves less the premium related components of Pool Funds Held adjusted for the termination transactions described in Section 13, shall be collectively absorbed by the remaining Pool Participants based on revised Proportional Shares which shall be effective immediately following the termination effective date. A settlement in the form of U.S. currency (cash) of the net balances described above shall occur between FUMIC and the affected Pool Affiliate(s) within thirty (30) days of the receipt of a realignment billing statement from FUMIC to the affected Pool Affiliate(s). If the foregoing Pool realignment of the remaining Pool Participants Proportional Shares is such that statutory pre-approval or non-disapproval is required by the North Dakota Department of Insurance or the Arkansas Department of Insurance, then the appropriate filings shall be made before any adjustment is implemented and the adjustment shall be subject to receipt of such regulatory approvals or nondisapprovals. Section 8. Subsequent Settlement of Balances. In consideration of the monthly assumption, except for January, which is combined with February, by FUMIC of the Book of Business in Force of the Pool Affiliates pursuant to Section 3, each Pool Affiliate shall pay and transfer to FUMIC an amount equal to that Pool Affiliate s Net Written Premiums and Finance and Service 5

6 Charge Income, less Net Paid Losses, net paid Loss Adjustment Expenses, paid Other Underwriting Expense, paid Policyholder Dividends and Premium and Agent Balance Chargeoffs adjusted for Pool Funds Held. In consideration for the monthly assumption, except for January, which is combined with February, by the Pool Affiliates of their Proportional Shares of the Book of Business in Force of FUMIC pursuant to Section 4, FUMIC shall pay and transfer to the Pool Affiliates an amount equal to their Proportional Shares of FUMIC s Net Written Premiums and Finance and Service Charge Income, less Net Paid Losses, net paid Loss Adjustment Expenses, paid Other Underwriting Expense, paid Policyholder Dividends and Premium and Agent Balance Charge-offs adjusted for Pool Funds Held, including without limitation, the like items transferred to FUMIC pursuant to the first sentence of this Section. The obligations of the Pool Affiliates shall be joint and several. The subsequent settlement of the net transfer balances shall occur monthly no later than sixty (60) days following the end of each calendar month except for January, which is combined with February. Settlements shall be in the form of U.S. currency (cash) or the fair value of mutually agreed upon assets. Section 9. Reserve Funding. In the event either FUMIC or the Pool Affiliates are not authorized to act as a reinsurer by insurance regulatory authorities of any state in the United States of America which requires authorization for the ceding company to receive credit with respect to outstanding losses recoverable, including losses incurred but not reported, and unearned premium reserves assumed by the reinsuring company, then upon request of the ceding company, the assuming company shall fund its share of such outstanding losses recoverable and unearned premium reserve hereunder by a letter of credit in such form as may be required by the insurance regulatory authorities. The parties hereby agree that any amounts withdrawn from such letter of credit shall be used only to reimburse the ceding company for the reinsurer s share of such losses and unearned premium reserve, and to refund to the reinsurer any excess amount upon determination of the reinsuring company s ultimate liability under this Agreement. The parties further agree that the reinsuring company may, at its option, fund its share of such outstanding losses recoverable and unearned premium reserve by a cash advance or other means acceptable to the insurance regulatory authorities. Section 10. Original Insurance Contracts: The reinsurance provided hereunder shall be subject to the same terms, conditions and waivers, and to the same modifications, alterations and cancellations as the respective policies, contracts, and binders of insurance issued by the ceding company. Section 11. Reporting. Each Pool Participant shall have access to the books and records of the Administrator and the other Pool Participants at all reasonable times upon written request. Each of the Pool Participants shall render to the Administrator monthly reports, within five (5) days after expiration of each calendar month (except for January, where January activity will be combined into February), setting forth the following: (a) A statement of its Net Written Premiums and Finance and Service Charge Income during the preceding calendar month; 6

7 (b) (c) (d) (e) A statement of all Net Paid Losses, net paid Loss Adjustment Expense, paid Other Underwriting Expense, paid Policyholder Dividends and Agent Balance Charge- Offs Adjusted for Pool Funds Held during the preceding calendar month; A statement of the estimated total of incurred but not reported and unadjusted losses and Loss Adjustment Expense as of the close of the preceding calendar month; A statement of Pool Funds Held as of the end of the previous calendar month; Such other information as the Administrator may reasonably request; and (f) The Administrator will make available a copy of these reports within thirty (30) days after expiration of each calendar month to each Pool Affiliate. Section 12. Term and Termination. This Agreement shall have an indefinite term; provided that the reinsurance pooling arrangements provided pursuant to this Agreement may be terminated as follows: (a) (b) (c) (d) (e) by any Pool Participant with respect to another Pool Participant pursuant to Section 15; by FUMIC if FUMIC s nominees to the Board of Directors of Arkansas constitute less than a majority of the directors of Arkansas, in any such case by giving at least twelve (12) months prior written notice of such termination to the affected party or parties (provided, however, for the avoidance of doubt, that failure of FUMIC to designate a director to fill any vacancy created by the resignation, death or disability of a FUMIC Director Designee shall not be grounds for FUMIC to unilaterally terminate the participation of Arkansas); by FUMIC if the Cost Sharing and/or Management Agreement between FUMIC and Arkansas is terminated, by giving at least twelve (12) months prior written notice of such termination to Arkansas; with respect to any termination as to some Pool Affiliates, but not all, the Proportional Shares shall be reallocated based upon the respective policyholders surplus of the remaining Pool Participants and Attachment A among the remaining Pool Participants and this Agreement shall be amended accordingly pursuant to Section 27 of this Agreement effective as of the date of such termination; in the event this Agreement is terminated pursuant to subsection 12(b), 12(c) or 12(d), the termination effective date shall be December 31 of the next year following the year in which the notice of termination date is given, unless an alternative date is mutually agreed to, in writing, by all of the affected parties, provided, however, there shall be no less than twelve (12) months prior written notice given to the affected Pool Participants; and 7

8 (f) in the event Agreement is terminated for any reason, timely written notice of said termination shall be given as soon as practicable to all state insurance departments that are directly responsible for the regulation of the Pool Participants. Section 13. Effect of Termination. Upon the termination of this Agreement as to any or all of the Pool Participants, each of the terminated Pool Participants shall continue to be liable under the Book of Business in Force, which for purposes of this Section 13 shall include book of business incepted prior to termination, ceded within the terms of this Agreement written by a Pool Participant prior to the effective date of such termination until all liabilities under such Book of Business in Force are fully satisfied. The run-off of the Net Liability shall be administered as described below. In consideration for the return of assumption by the terminating Pool Affiliate(s) of their Proportional Shares of the net unearned premium reserves pursuant to Section 4, as of the termination effective date, the terminating Pool Affiliate(s) shall pay and transfer to FUMIC amounts equal to their respective net unearned premium reserves (less a commission of thirty percent (30%)) and Premium Deficiency Reserves less the premium related components of the Pool Funds Held as valued at the termination effective date. In consideration for the return of the assumption by FUMIC of the net unearned premium reserves of the terminating Pool Affiliate(s) pursuant to Section 3, as of the termination effective date, FUMIC shall pay and transfer to the terminating Pool Participant(s) amounts equal to their respective net unearned premium reserves (less a commission of thirty percent (30%)) and Premium Deficiency Reserves less the premium related components of the Pool Funds Held as valued at the termination effective date. A settlement in the form of U.S. currency (cash) of the net transfer balances described above shall occur between FUMIC and the terminating Pool Affiliate(s) within thirty (30) days of the receipt of a termination billing statement from FUMIC to the terminating Pool Affiliate(s). With respect to the Net Liability ceded to FUMIC by the terminating Pool Affiliate(s) and the Net Liability assumed by FUMIC from the Pool Affiliate(s) as of the termination effective date, the run-off shall be administered by FUMIC in accordance with the applicable paragraphs of this Agreement using the Proportional Shares that were in effect immediately prior to the termination effective date. The cost incurred by FUMIC to administer the run-off of the Net Liability referenced above shall be shared by FUMIC and the Pool Affiliates based on the Proportional Shares that were in effect immediately prior to the termination effective date. A remittance in the form of U.S. currency (cash) of this administration cost shall be made quarterly to FUMIC within thirty (30) days of FUMIC s billing each Pool Affiliate for its respective share. Section 14. Insolvency and Guarantee. In consideration for the continuing and reciprocal benefits to accrue hereunder to the Pool Participants, each Pool Participant agrees that as to all reinsurance made, ceded, renewed or which otherwise becomes effective hereunder, the reinsurance shall be payable by the assuming reinsurer on the basis of the liability of the ceding insurer under contract or contracts reinsured without diminution because of the insolvency of the 8

9 ceding insurer, and any payment made directly to an insured or other creditor of the ceding insurer shall not diminish the assuming reinsurer s obligation to the ceding insurer s estate except where this reinsurance contract provides for direct coverage of a named insured of the ceding insurer and the payment was made in discharge of that obligation. In the event that one of the Pool Affiliates becomes insolvent or is otherwise subject to receivership proceedings (including rehabilitation and/or liquidation proceedings) (an Impaired Company ), FUMIC shall adjust the net retained portion of the combined Net Liability for all Pool Participants and the remaining Pool Affiliates (other than the Impaired Company) shall adjust their assumed portions of the combined Net Liability, each on a pro rata basis, so as to collectively absorb or assume in full the net retained portion of the combined Net Liability which would otherwise be the responsibility of the Impaired Company. If the foregoing adjustment to the Net Liability of any of the Pool Participants is such that statutory pre-approval or nondisapproval is required by the North Dakota Department of Insurance or the Arkansas Department of Insurance, then the appropriate filings shall be made before any adjustment is implemented and the adjustment shall be subject to receipt of such regulatory approvals or nondisapprovals. For the avoidance of doubt, the adjustment mechanism discussed in this paragraph shall not apply in the event that FUMIC becomes insolvent or is otherwise subject to receivership proceedings. In the event any recoveries due to Pool Affiliates under contracts from external reinsurers become uncollectible, FUMIC will reimburse the Pool Affiliates for the unrecoverable reinsurance. It is further agreed and understood that as to all reinsurance made, ceded, renewed or otherwise becoming effective hereunder, the reinsurance shall be payable by the assuming reinsurer(s) to the Impaired Company or its receiver or statutory successor. 9

10 Section 15. Default. A party shall be in default under this Agreement (each, an Event of Default ) in the event that it fails to comply with any of its material obligations pursuant to this Agreement, which failure is not cured within thirty (30) days after written notice from any other party specifying the failure. Notwithstanding the foregoing, a party shall not be in default if the failure by its nature cannot be cured within such thirty (30) day period and the party thereafter expeditiously pursues it to a satisfactory cure. Notwithstanding the provisions of Section 12(e), upon the occurrence of any Event of Default by any of the Pool Affiliates which is not cured as set forth above, FUMIC shall have the right to immediately terminate the reinsurance arrangements provided pursuant to this Agreement, as to the party in default; provided that the FUMIC representatives on the board of directors of the defaulting Pool Affiliate have not taken any action to initiate or cause such default or to impede a cure, provided, however, that in any event, no less than twelve (12) months prior written notice shall be given to the affected Pool Participants. Upon the occurrence of any event of default by FUMIC which is not cured as set forth above, each of the Pool Affiliates shall have the right to immediately terminate the reinsurance arrangements provided pursuant to this Agreement by a vote of the non-fumic directors on the board of directors of the Pool Affiliate provided, however, that in any event, no less than twelve (12) months prior written notice shall be given to FUMIC and the other Pool Participants. Section 16. Right to Offset. The obligations of each party under this Agreement to make payments or transfer assets to any other party may be offset, in whole or in part, against the obligations of such other party to make payments or transfer assets to it pursuant to this Agreement. Section 17. Dispute Resolution. The Pool Participants shall endeavor to resolve all disputes arising out of this Agreement in an amicable manner, in accordance with paragraph (1) below prior to resorting to arbitration under paragraph (2). All material disputes between one and more of the Pool Participants arising out of or resulting from this Agreement shall be resolved as provided in this Section 17. (a) Negotiations between Executives. The parties shall attempt in good faith to resolve any dispute arising out of the making or performance of or otherwise relating to this Agreement promptly by negotiations between executives who have authority to settle the controversy. Any party may give the other party or parties written notice of any dispute not resolved in the normal course of business. Within twenty (20) days after delivery of said notice, executives of such parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to exchange relevant information and to attempt to resolve the dispute. If the matter has not been resolved within sixty (60) days after the disputing party s notice, or if the parties fail to meet within twenty (20) days, either party may initiate arbitration under paragraph 2 hereof. If a negotiator intends to be accompanied at a meeting by an attorney, the other negotiator shall be given at least seven (7) days notice of such intention and may also be accompanied by an attorney. All negotiations pursuant to this clause are confidential and shall be treated as compromise and settlement negotiations for purposes of the Federal Rules of Evidence and any comparable state provision. 10

11 (b) Arbitration. (i) Written Demand. In the event that any dispute arising out of this Agreement is not resolved under paragraph 1 hereof, such dispute shall be submitted to binding arbitration under this paragraph 2. Any party may institute arbitration under this Section 17.2 by making written demand on any other party. (ii) Choice of Arbitrators. The arbitral panel shall be composed of three (3) arbitrators, of whom claimant(s) shall appoint one and respondent(s) shall appoint another, in each case within thirty (30) days of receipt of a written notice of demand for arbitration. The third arbitrator, who shall serve as the presiding arbitrator, shall be appointed by the two-party appointed arbitrators within thirty (30) days of the date of the appointment of the second arbitrator. Any arbitrator not timely appointed as provided herein shall be appointed by the American Arbitration Association, provided that, if there are more than two (2) parties to the arbitration, and if either the claimants jointly or the respondents jointly do not appoint their respective party-appointed arbitrator within thirty (30) days of receipt of a written notice of demand for arbitration, all three (3) arbitrators shall be appointed by the American Arbitration Association. The arbitrators shall be active or former officers of property and casualty insurance or reinsurance companies. The arbitrators shall not have a personal or financial interest in the result of the arbitration. (iii) Location of Arbitration. The arbitration hearings shall be held in Jamestown, North Dakota, or such other place as may be mutually agreed. Each side shall submit its case to the arbitrators within thirty (30) days of the selection of the third arbitrator or within such longer period as may be agreed by the arbitrators. The arbitrators shall not be obliged to follow judicial formalities or the rules of evidence except to the extent required by governing law, that is, the state law of the situs of the arbitration as herein agreed, and they shall make their decisions according to the practice of the property and casualty insurance business. The decision rendered by a majority of the arbitrators shall be final and binding on both sides. Such decision shall be a condition precedent to any right of legal action arising out of the arbitrated dispute that any side may have against the others. Judgment upon the award rendered may be entered in any court having jurisdiction thereof. (iv) Arbitration Expenses. Each of the claimant(s) and respondent(s) shall pay (i) the fees and expenses of its own arbitrator, (ii) one-half of the fee and expenses of the third arbitrator and (iii) one-half of the other expenses that the claimant(s) and respondent(s) jointly incur directly related to the arbitration proceeding. Other than as set forth above, each of the claimant(s) and respondent(s) shall bear its own costs in connection with any such arbitration including, without limitation, (iv) all legal, 11

12 accounting, and other professional fees and expenses, and (v) all other costs and expenses each of the claimant(s) and respondent(s) incurs to prepare for such arbitration. (v) Rules of the American Arbitration Association. Except as provided above, arbitration shall be based, insofar as applicable, upon the Commercial Arbitration Rules of the American Arbitration Association. Section 18. Entire Agreement. This Agreement, along with the Affiliation Agreements between or among the parties, and the documents executed pursuant thereto, constitute the entire agreement among the parties and supersedes all prior or contemporaneous discussions, negotiations, representations or agreements relating to the subject matter of this Agreement. No changes to this Agreement shall be made or be binding on any party unless made in writing and signed by each party to this Agreement and unless all required regulatory approvals have been received. Section 19. Relationship of the Parties. The parties are independent contractors and nothing provided in this Agreement shall create, or be deemed to create, a partnership, joint venture or other relationship between the parties. Section 20. Assignment. Neither this Agreement nor any rights or obligations hereunder may be assigned or otherwise transferred, in whole or in part, by any party without the prior written consent of the other parties. Regulatory approval of state insurance departments of the states in which the respective Pool Participants are domiciled or commercially domiciled shall be obtained prior to any such assignment or other transfer becoming effective. Section 21. Binding Effect. This Agreement shall be binding upon, inure to the benefit of and be enforceable by and against FUMIC and the Pool Affiliates and to their respective successors and permitted assigns. Section 22. Governing Law. All questions concerning the validity or meaning of this Agreement or relating to the rights and obligations of the parties with respect to performance under this Agreement shall be construed and resolved under the laws of North Dakota, without regard to North Dakota choice of law rules. The parties to this Agreement hereby designate the state or federal courts for Stutsman County (North Dakota) as the court of proper jurisdiction and venue for any actions and proceedings relating to this Agreement and hereby waive all defenses to jurisdiction and venue. Section 23. Notices. All notices and other communications under this Agreement will be in writing and will be delivered personally or sent by confirmed facsimile transmission or nationally recognized overnight delivery service. Any such notice or other communication will be deemed given upon actual delivery in each case to the following addresses: if to FUMIC: Mark Anderson General Manager Farmers Union Mutual Insurance Company th Ave SE 12

13 Jamestown, ND If to Arkansas: Michael Bush 2215 N Reynolds Rd Bryant, AR Section 24. No Third Party Benefit. This Agreement is intended for the exclusive benefit of the parties to this Agreement and their respective heirs, successors and assigns, and nothing contained in this Agreement shall be construed as creating any rights or benefits in or to any third party. Section 25. Severability. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of any such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, that provision will be interpreted to be only as broad as is enforceable. Section 26. Non-waiver. No failure by any party to insist upon strict compliance with any term of this Agreement, to exercise any option, enforce any right, or seek any remedy upon any default of any other party shall affect, or constitute a waiver of, the first party s right to insist upon such strict compliance, exercise that option, enforce that right, or seek that remedy with respect to that default of any prior, contemporaneous, or subsequent default, nor shall any custom or practice of the parties at variance with any provision of this Agreement affect, or constitute a waiver of, any party s right to demand strict compliance with all provisions of this Agreement. Section 27. Waivers and Amendments. This Agreement and the Attachments hereto may only be amended or modified, and the terms hereof may only be waived, by writing, signed by each party or, in the case of a waiver, by the party entitled to the benefit of the terms being waived. Regulatory approval of state insurance departments of the states in which the respective Pool Participants are domiciled or commercially domiciled shall be obtained prior to any amendment of Agreement becoming effective. Section 28. Construction; Interpretation. All pronouns and any variations thereof refer to the masculine, feminine, or neuter, singular, or plural, as the context may require. Section 29. Ownership of and Access to Records. Each party shall own its general corporate books and records. FUMIC shall maintain the books, accounts, and records of each party so as to clearly and accurately disclose the precise nature and details of the transactions including such accounting information as is necessary to support the reasonableness of the charges or fees to the respective parties. Each party to this Agreement shall retain the right of continuing access to its own books and records, and to those of the other parties sufficient to permit the parties to fulfill all of their contractual obligations under this Agreement. The parties agree that the appropriate 13

14 departments of insurance shall have access to books and records associated with this Agreement during normal business hours and upon reasonable advance notice. Section 30. Indemnification. Any party to this Agreement shall indemnify and hold harmless all other parties to this Agreement, their directors, officers, employees and agents against all claims, losses and reasonable costs and expenses (including, without limitation, reasonable attorney fees and costs) arising out of any action or inaction taken or omitted to be taken by such party or its agents, employees or subcontractors in connection with its obligations under this Agreement, including any actions or inactions taken by or at the direction or with the approval of such party s board of directors. Section 31. Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Section 32. Captions. The captions of the various sections of this Agreement are not part of the context of this Agreement, but are only labels to assist in locating those sections and shall be ignored in construing this Agreement. [The Rest of this Page Intentionally Left Blank] [Signatures are on the following page.] 14

15 In Witness Whereof, this Agreement has been duly executed and delivered by the duly authorized officers of the parties hereto as of the date first above written. FARMERS MUTUAL INSURANCE COMPANY By: Name: Mark Anderson Title: General Manager FARMERS UNION MUTUAL INSURANCE COMPANY By: Name: Michael Bush Title: President 15

16 ATTACHMENT A POOL PARTICIPANTS Participant Proportional Shares Farmers Union Mutual Insurance Company (ND) 97% Farmers Union Mutual Insurance Company (AK) 3% 16

17 ATTACHMENT B POOL AFFILIATES Farmers Union Mutual Insurance Company (ND) Farmers Union Mutual Insurance Company (AK) 17