Common use of Appointment of the Agent Clause in Contracts

Appointment of the Agent. 2.1 The Corporate Member hereby appoints the Agent, and the Agent xxxxxx agrees, to provide the services and perform the duties set out in this Agreement in respect of the Underwriting. 2.2 By signing a Corporate Member’s Syndicate List in respect of any year of account to which this Agreement applies the Corporate Member will be deemed to appoint the Agent as its managing agent1 (or, in the case of a Managed Syndicate of which the Corporate Member is already a member, to agree that the appointment of the Agent as its managing agent is to continue) and the Agent will be deemed to agree to act (or to continue to act) as the Corporate Member’s managing agent, in respect of each of the syndicates specified in the Corporate Member’s Syndicate List on the terms of this Agreement and with such allocations of the Corporate Member’s overall premium limit, and for a remuneration on such basis and at such level, as are specified in the Corporate Member’s Syndicate List. 2.3 By signing a Corporate Member’s Syndicate List in respect of a particular year of account the Corporate Member and the Agent shall also be deemed to agree in the same terms the matters referred to in clause 2.2 in respect of subsequent years of account , subject to any reduction in the corporate member’s syndicate premium limit arising as a result of a reduction made in accordance with the Syndicate Pre-emption Byelaw (No. 19 of 1997) by the Agent of the member’s syndicate premium limits of all of the members of any particular syndicate in which the corporate member participates for the time being, unless and until that Corporate Member’s Syndicate List is replaced by a new Corporate Member’s Syndicate List signed by the Corporate Member and the Agent (or by a memorandum signed by the Corporate Member and the Agent recording that there are no Managed Syndicates in respect of a particular year of account) or the appointment of the Agent under this Agreement is terminated. 2.4 The Corporate Member and the Agent may agree that this Agreement shall apply in relation to any syndicate (a ‘‘Provisional Syndicate’’) in respect of which the Corporate Member is to be a Provisional Insurer within the meaning of clause 8.2 of this Agreement by virtue of paragraph (b) or (c) of that clause, and agree on the amount of the Corporate Member’s overall premium limit to be allocated to the Provisional Syndicate and the basis and level of the Agent’s remuneration as managing agent, by signing a written memorandum recording their agreement on these matters or in such other manner as the Corporate Member and the Agent may agree. 2.5 The Corporate Member and the Agent may sign a supplementary Corporate Member’s Syndicate List in respect of any year of account for the purpose of agreeing that the Corporate Member is to participate in a syndicate commencing business otherwise than at the beginning of the corresponding year and agreeing the amount of the Corporate Member’s overall premium limit to be allocated to that syndicate and the basis and level of the remuneration of the Agent as the managing agent of that syndicate, but not otherwise.

Appointment of the Agent. 2.1 The Corporate Member hereby appoints the Agent, and the Agent xxxxxx hereby agrees, to provide the services and perform the duties set out in this Agreement in respect of the Underwriting. 2.2 By signing a Corporate Member’s Syndicate List in respect of any year of account to which this Agreement applies the Corporate Member will be deemed to appoint the Agent as its managing agent1 (or, in the case of a Managed Syndicate of which the Corporate Member is already a member, to agree that the appointment of the Agent as its managing agent is to continue) and the Agent will be deemed to agree to act (or to continue to act) as the Corporate Member’s managing agent, in respect of each of the syndicates specified in the Corporate Member’s Syndicate List on the terms of this Agreement and with such allocations of the Corporate Member’s overall premium limit, and for a remuneration on such basis and at such level, as are specified in the Corporate Member’s Syndicate List. 2.3 By signing a Corporate Member’s Syndicate List in respect of a particular year of account the Corporate Member and the Agent shall also be deemed to agree in the same terms the matters referred to in clause 2.2 in respect of subsequent years of account , subject to any reduction in the corporate member’s syndicate premium limit arising as a result of a reduction made in accordance with the Syndicate Pre-emption Byelaw (No. 19 of 1997) by the Agent of the member’s syndicate premium limits of all of the members of any particular syndicate in which the corporate member participates for the time being, unless and until that Corporate Member’s Syndicate List is replaced by a new Corporate Member’s Syndicate List signed by the Corporate Member and the Agent (or by a memorandum signed by the Corporate Member and the Agent recording that there are no Managed Syndicates in respect of a particular year of account) or the appointment of the Agent under this Agreement is terminated. 2.4 The Corporate Member and the Agent may agree that this Agreement shall apply in relation to any syndicate (a ‘‘Provisional Syndicate’’) in respect of which the Corporate Member is to be a Provisional Insurer within the meaning of clause 8.2 of this Agreement by virtue of paragraph (b) or (c) of that clause, and agree on the amount of the Corporate Member’s overall premium limit to be allocated to the Provisional Syndicate and the basis and level of the Agent’s remuneration as managing agent, by signing a written memorandum recording their agreement on these matters or in such other manner as the Corporate Member and the Agent may agree. 2.5 The Corporate Member and the Agent may sign a supplementary Corporate Member’s Syndicate List in respect of any year of account for the purpose of agreeing that the Corporate Member is to participate in a syndicate commencing business otherwise than at the beginning of the corresponding year and agreeing the amount of the Corporate Member’s overall premium limit to be allocated to that syndicate and the basis and level of the remuneration of the Agent as the managing agent of that syndicate, but not otherwise.

Appointment of the Agent. 2.1 The Corporate Member Subject to the terms and conditions of this Agreement, the Nodak Parties hereby appoints the Agent, and the Agent xxxxxx agrees, to provide the services and perform the duties set out in this Agreement in respect of the Underwriting. 2.2 By signing a Corporate Member’s Syndicate List in respect of any year of account to which this Agreement applies the Corporate Member will be deemed to appoint the Agent as its managing agent1 their exclusive financial advisor (or, i) to consult with and to advise and assist the Nodak Parties with respect to the sale of the Shares in the case Offering, (ii) to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist Holdings with respect to the sale of the Shares in the Offering, and (iii) to participate in the Offering in the areas of market making and in syndicate formation (if necessary). On the basis of the representations, warranties, and agreements of the Nodak Parties contained in, and subject to the terms and conditions of, this Agreement, the Agent accepts such appointment and agrees to consult with and advise the Nodak Parties as to the matters set forth in the letter agreement, dated December 9, 2015, among Nodak Mutual and the Agent (the “Advisory Letter Agreement”) (a Managed Syndicate copy of which is attached hereto as Exhibit A). It is acknowledged by the Corporate Member Nodak Parties that the Agent shall not be obligated to purchase any Shares and shall not be obligated to take any action which is already a memberinconsistent with any applicable law, to agree that regulation, decision or order. Except as provided in the last Paragraph of this Section 2 and Section 13, the appointment of the Agent as its managing agent is hereunder shall terminate upon consummation of the Offering, but in no event later than ______ days after completion of the Subscription Offering (the “End Date”). All fees or expenses due to continue) and the Agent but unpaid will be deemed payable to agree to act (or to continue to act) as the Corporate Member’s managing agent, Agent in respect of each same day funds at the earlier of the syndicates specified in the Corporate Member’s Syndicate List on the terms of this Agreement and with such allocations of the Corporate Member’s overall premium limit, and for a remuneration on such basis and at such level, Closing Date (as are specified in the Corporate Member’s Syndicate List. 2.3 By signing a Corporate Member’s Syndicate List in respect of a particular year of account the Corporate Member and the Agent shall also be deemed to agree in the same terms the matters referred to in clause 2.2 in respect of subsequent years of account , subject to any reduction in the corporate member’s syndicate premium limit arising as a result of a reduction made in accordance with the Syndicate Pre-emption Byelaw (No. 19 of 1997) by the Agent of the member’s syndicate premium limits of all of the members of any particular syndicate in which the corporate member participates for the time being, unless and until that Corporate Member’s Syndicate List is replaced by a new Corporate Member’s Syndicate List signed by the Corporate Member and the Agent (or by a memorandum signed by the Corporate Member and the Agent recording that there are no Managed Syndicates in respect of a particular year of accounthereinafter defined) or the appointment of End Date. In the Agent under this Agreement event the Offering is terminated. 2.4 The Corporate Member extended beyond the End Date, the Nodak Parties and the Agent may agree that to renew this Agreement shall apply under mutually acceptable terms. If selected broker-dealers are used to assist in relation the sale of Shares in the Syndicated Offering, the Nodak Parties hereby, subject to any syndicate (a ‘‘Provisional Syndicate’’) in respect of which the Corporate Member is to be a Provisional Insurer within the meaning of clause 8.2 terms and conditions of this Agreement by virtue Agreement, appoint the Agent to manage such broker-dealers in the Syndicated Offering. On the basis of paragraph (b) or (c) of that clausethe representations, warranties, and agree on the amount agreements of the Corporate Member’s overall premium limit to be allocated Nodak Parties contained in, and subject to the Provisional Syndicate terms and the basis and level of the Agent’s remuneration as managing agentconditions of, by signing a written memorandum recording their agreement on these matters or in such other manner as the Corporate Member and this Agreement, the Agent may agreeaccepts such appointment and agrees to manage the selling group of broker-dealers in the Syndicated Offering. 2.5 The Corporate Member and the Agent may sign a supplementary Corporate Member’s Syndicate List in respect of any year of account for the purpose of agreeing that the Corporate Member is to participate in a syndicate commencing business otherwise than at the beginning of the corresponding year and agreeing the amount of the Corporate Member’s overall premium limit to be allocated to that syndicate and the basis and level of the remuneration of the Agent as the managing agent of that syndicate, but not otherwise.

Appointment of the Agent. 2.1 The Corporate Member Subject to the terms and conditions of this Agreement, the Company hereby appoints the Agent, as its financial advisor and marketing agent, to consult with and advise the Company in connection with the Offering, but not to solicit subscriptions for Debentures in the Offering. On the basis of the representations, warranties and agreements herein contained, the Agent accepts such appointment and agrees to assist the Company in the Offering as follows: (i) assist in preparing the Prospectus and marketing materials in connection with the Offering; (ii) assist in developing supplemental marketing material items; (iii) organize Debenture information with Company employees and equipment; (iv) hold employee and director training sessions; (v) develop targeted investor lists in cooperation with Company directors and management; and (vi) respond to direct inquiries by providing Agent personnel at the Sales Center on the first three days and the Agent xxxxxx agrees, to provide the services and perform the duties set out in this Agreement in respect last three days of the Underwriting. 2.2 By signing Offering and three other days as needed; to the extent necessary, Agent personnel will respond to non-routine questions of a Corporate Member’s Syndicate List in respect of any year of account to which this Agreement applies financial or investment nature; on those days when Agent personnel are at the Corporate Member Sales Center, such personnel will be deemed available to appoint discuss the Agent as its managing agent1 (or, merits of an investment in the case of a Managed Syndicate of which the Corporate Member is already a memberCompany on an individual basis with prospective investors; provided, to agree however, that the appointment of the Agent as its managing agent is to continue) and the Agent will be deemed to agree to act (or to continue to act) as the Corporate Member’s managing agent, in respect of each of the syndicates specified in the Corporate Member’s Syndicate List on the terms of this Agreement and with such allocations of the Corporate Member’s overall premium limit, and for a remuneration on such basis and at such level, as are specified in the Corporate Member’s Syndicate List. 2.3 By signing a Corporate Member’s Syndicate List in respect of a particular year of account the Corporate Member and the Agent shall also not be deemed responsible for obtaining subscriptions of any specific amount of Debentures and shall not be obligated to agree take any action which is inconsistent with any applicable laws, rules, regulations, decisions or orders. Subscriptions will be offered by means of Debenture Order Forms as described in the same Prospectus. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, Choice accepts such appointment and agrees to consult with and advise the Company as to the matters referred to in clause 2.2 in respect of subsequent years of account , subject to any reduction set forth herein and in the corporate member’s syndicate premium limit arising letter agreement ("Letter Agreement"), dated October 8, 1999, between the Company and Choice , a copy of which is attached hereto as a result of a reduction made in accordance with the Syndicate Pre-emption Byelaw (NoExhibit "A". 19 of 1997) It is acknowledged by the Agent of the member’s syndicate premium limits of all of the members of Company that Choice shall not be required to purchase any particular syndicate in which the corporate member participates for the time being, unless Debentures. The Company agrees and until acknowledges that Corporate Member’s Syndicate List is replaced by a new Corporate Member’s Syndicate List signed by the Corporate Member and the Agent (or by a memorandum signed by the Corporate Member and the Agent recording that there are no Managed Syndicates in respect of a particular year of account) or the appointment of the Agent under this Agreement is terminated. 2.4 The Corporate Member and the Agent may agree that this Agreement shall apply utilize its broker network in relation the Offering to any syndicate (distribute the Debentures, on a ‘‘Provisional Syndicate’’) in respect of "best efforts" basis, and, if deemed appropriate by the Agent, other broker/dealers which the Corporate Member is to be a Provisional Insurer within the meaning of clause 8.2 of this Agreement by virtue of paragraph (b) or (c) of that clause, and agree on the amount are members of the Corporate Member’s overall premium limit to be allocated to the Provisional Syndicate and the basis and level of the Agent’s remuneration as managing agent, by signing a written memorandum recording their agreement on these matters or in such other manner as the Corporate Member and the Agent may agree. 2.5 The Corporate Member and the Agent may sign a supplementary Corporate Member’s Syndicate List in respect of any year of account for the purpose of agreeing that the Corporate Member is to participate in a syndicate commencing business otherwise than at the beginning of the corresponding year and agreeing the amount of the Corporate Member’s overall premium limit to be allocated to that syndicate and the basis and level of the remuneration of the Agent as the managing agent of that syndicate, but not otherwise.National Association

Appointment of the Agent. 2.1 The Corporate Member hereby appoints the Agent, and the Agent xxxxxx hereby agrees, to provide the services and perform the duties set out in this Agreement in respect of the Underwriting. 2.2 By signing a Corporate Member’s Syndicate List in respect of any year of account to which this Agreement applies the Corporate Member will be deemed to appoint the Agent as its managing agent1 agent (or, in the case of a Managed Syndicate of which the Corporate Member is already a member, to agree that the appointment of the Agent as its managing agent is to continue) and the Agent will be deemed to agree to act (or to continue to act) as the Corporate Member’s managing agent, in respect of each of the syndicates specified in the Corporate Member’s Syndicate List on the terms of this Agreement and with such allocations of the Corporate Member’s overall premium limit, and for a remuneration on such basis and at such level, as are specified in the Corporate Member’s Syndicate List. 2.3 By signing a Corporate Member’s Syndicate List in respect of a particular year of account the Corporate Member and the Agent shall also be deemed to agree in the same terms the matters referred to in clause 2.2 in respect of subsequent years of account , subject to any reduction in the corporate member’s syndicate premium limit arising as a result of a reduction made in accordance with the Syndicate Pre-emption Byelaw (No. 19 of 1997) by the Agent of the member’s syndicate premium limits of all of the members of any particular syndicate in which the corporate member participates for the time being, unless and until that Corporate Member’s Syndicate List is replaced by a new Corporate Member’s Syndicate List signed by the Corporate Member and the Agent (or by a memorandum signed by the Corporate Member and the Agent recording that there are no Managed Syndicates in respect of a particular year of account) or the appointment of the Agent under this Agreement is terminated. 2.4 The Corporate Member and the Agent may agree that this Agreement shall apply in relation to any syndicate (a ‘‘Provisional Syndicate’’) in respect of which the Corporate Member is to be a Provisional Insurer within the meaning of clause 8.2 of this Agreement by virtue of paragraph (b) or (c) of that clause, and agree on the amount of the Corporate Member’s overall premium limit to be allocated to the Provisional Syndicate and the basis and level of the Agent’s remuneration as managing agent, by signing a written memorandum recording their agreement on these matters or in such other manner as the Corporate Member and the Agent may agree. 2.5 The Corporate Member and the Agent may sign a supplementary Corporate Member’s Syndicate List in respect of any year of account for the purpose of agreeing that the Corporate Member is to participate in a syndicate commencing business otherwise than at the beginning of the corresponding year and agreeing the amount of the Corporate Member’s overall premium limit to be allocated to that syndicate and the basis and level of the remuneration of the Agent as the managing agent of that syndicate, but not otherwise.

Appointment of the Agent. 2.1 The Corporate Member hereby appoints the Agent, and the Agent xxxxxx agrees, to provide the services and perform the duties set out in this Agreement in respect of the Underwriting. 2.2 By signing a Corporate Member’s Syndicate List in respect of any year of account to which this Agreement applies the Corporate Member will be deemed to appoint the Agent as its managing agent1 agent (or, in the case of a Managed Syndicate of which the Corporate Member is already a member, to agree that the appointment of the Agent as its managing agent is to continue) and the Agent will be deemed to agree to act (or to continue to act) as the Corporate Member’s managing agent, in respect of each of the syndicates specified in the Corporate Member’s Syndicate List on the terms of this Agreement and with such allocations of the Corporate Member’s overall premium limit, and for a remuneration on such basis and at such level, as are specified in the Corporate Member’s Syndicate List. 2.3 By signing a Corporate Member’s Syndicate List in respect of a particular year of account the Corporate Member and the Agent shall also be deemed to agree in the same terms the matters referred to in clause 2.2 in respect of subsequent years of account , subject to any reduction in the corporate member’s syndicate premium limit arising as a result of a reduction made in accordance with the Syndicate Pre-emption Byelaw (No. 19 of 1997) by the Agent of the member’s syndicate premium limits of all of the members of any particular syndicate in which the corporate member participates for the time being, unless and until that Corporate Member’s Syndicate List is replaced by a new Corporate Member’s Syndicate List signed by the Corporate Member and the Agent (or by a memorandum signed by the Corporate Member and the Agent recording that there are no Managed Syndicates in respect of a particular year of account) or the appointment of the Agent under this Agreement is terminated. 2.4 The Corporate Member and the Agent may agree that this Agreement shall apply in relation to any syndicate (a ‘‘Provisional Syndicate’’) in respect of which the Corporate Member is to be a Provisional Insurer within the meaning of clause 8.2 of this Agreement by virtue of paragraph (b) or (c) of that clause, and agree on the amount of the Corporate Member’s overall premium limit to be allocated to the Provisional Syndicate and the basis and level of the Agent’s remuneration as managing agent, by signing a written memorandum recording their agreement on these matters or in such other manner as the Corporate Member and the Agent may agree. 2.5 The Corporate Member and the Agent may sign a supplementary Corporate Member’s Syndicate List in respect of any year of account for the purpose of agreeing that the Corporate Member is to participate in a syndicate commencing business otherwise than at the beginning of the corresponding year and agreeing the amount of the Corporate Member’s overall premium limit to be allocated to that syndicate and the basis and level of the remuneration of the Agent as the managing agent of that syndicate, but not otherwise.

Appointment of the Agent. 2.1 The Corporate Member hereby appoints Subject to the Agentterms and conditions of this Agreement, the Holding Company and the Agent xxxxxx agrees, Association hereby appoint Xxxx as their financial advisor and marketing agent to provide the services and perform the duties set out in this Agreement in respect utilize its best efforts to solicit subscriptions for Shares of the Underwriting. 2.2 By signing Company's Common Stock and to advise and assist the Company and the Association with respect to the Company's sale of the Shares in the Offering. The Holding Company and Association understand that KBW may participate in the Offering in the areas of market making, research coverage and syndicate formation (if necessary). On the basis of the representations and warranties and subject to the terms and conditions of this Agreement, the Agent accepts such appointment and agrees to consult with and advise the Company and the Association as to the matters set forth in the letter agreement ("Letter Agreement"), dated June 13, 1996, between the Association and Xxxx (a Corporate Member’s Syndicate List in respect copy of which is attached hereto as Exhibit A). It is acknowledged by the Holding Company and the Association that the Agent shall not be obligated to purchase any year of account Shares and shall not be obligated to take any action which this Agreement applies the Corporate Member is inconsistent with any applicable law, regulation, decision or order. Subscriptions will be deemed to appoint the Agent offered by means of Order Forms as its managing agent1 (or, described in the case of a Managed Syndicate of which Prospectus. Except as provided in the Corporate Member is already a memberparagraph below, to agree that the appointment of the Agent hereunder shall terminate upon completion of the Subscription and Community Offering. Xxxx agrees to act as its managing agent financial advisor to the Association and the Holding Company for a period of one year following the consummation of the Conversion for no additional fee to render general advice on financial matters, including dividend policy, and share repurchase programs, assistance with shareholder reporting and shareholder relations matters, general advice on mergers and acquisitions, and other related financial matters which are brought to the attention of the Association or the Holding Company. Thereafter, if the parties wish to continue the relationship, a fee will be negotiated and an agreement with respect to specific advisory services will be entered into at that time. Should discussions commence for a specific acquisition transaction by, or a sale of, the Association or the Holding Company during the period in which the Agent is acting as financial advisor to continue) the Association and the Holding Company, the general financial advisory relationship as set forth in this paragraph will terminate with respect to the specific transaction. If the Association or the Holding Company and the Agent wish to have the Agent initiate, negotiate and/or process a specific transaction, an appropriate fee will be deemed to agree to act (or to continue to act) as the Corporate Member’s managing agent, in respect of each of the syndicates specified in the Corporate Member’s Syndicate List on the terms of this Agreement and with such allocations of the Corporate Member’s overall premium limit, and for a remuneration on such basis and negotiated at such level, as are specified in the Corporate Member’s Syndicate Listthat time. 2.3 By signing a Corporate Member’s Syndicate List in respect of a particular year of account the Corporate Member and the Agent shall also be deemed to agree in the same terms the matters referred to in clause 2.2 in respect of subsequent years of account , subject to any reduction in the corporate member’s syndicate premium limit arising as a result of a reduction made in accordance with the Syndicate Pre-emption Byelaw (No. 19 of 1997) by the Agent of the member’s syndicate premium limits of all of the members of any particular syndicate in which the corporate member participates for the time being, unless and until that Corporate Member’s Syndicate List is replaced by a new Corporate Member’s Syndicate List signed by the Corporate Member and the Agent (or by a memorandum signed by the Corporate Member and the Agent recording that there are no Managed Syndicates in respect of a particular year of account) or the appointment of the Agent under this Agreement is terminated. 2.4 The Corporate Member and the Agent may agree that this Agreement shall apply in relation to any syndicate (a ‘‘Provisional Syndicate’’) in respect of which the Corporate Member is to be a Provisional Insurer within the meaning of clause 8.2 of this Agreement by virtue of paragraph (b) or (c) of that clause, and agree on the amount of the Corporate Member’s overall premium limit to be allocated to the Provisional Syndicate and the basis and level of the Agent’s remuneration as managing agent, by signing a written memorandum recording their agreement on these matters or in such other manner as the Corporate Member and the Agent may agree. 2.5 The Corporate Member and the Agent may sign a supplementary Corporate Member’s Syndicate List in respect of any year of account for the purpose of agreeing that the Corporate Member is to participate in a syndicate commencing business otherwise than at the beginning of the corresponding year and agreeing the amount of the Corporate Member’s overall premium limit to be allocated to that syndicate and the basis and level of the remuneration of the Agent as the managing agent of that syndicate, but not otherwise.

Appointment of the Agent. 2.1 The Corporate Member Subject to the terms and conditions of this Agreement, the Company hereby appoints the Agent, as its financial advisor and marketing agent, to consult with and advise the Company in connection with the Offering, but not to solicit subscriptions for Debentures in the Offering. On the basis of the representations, warranties and agreements herein contained, the Agent accepts such appointment and agrees to assist the Company in the Offering as follows: (i) assist in preparing the Prospectus and marketing materials in connection with the Offering; (ii) assist in developing supplemental marketing material items; (iii) organize Debenture information with Company employees and equipment; (iv) hold employee and director training sessions; (v) develop targeted investor lists in cooperation with Company directors and management; and (vi) respond to direct inquiries by providing Agent personnel at the Sales Center on the first three days and the Agent xxxxxx agrees, to provide the services and perform the duties set out in this Agreement in respect last three days of the Underwriting. 2.2 By signing Offering and three other days as needed; to the extent necessary, Agent personnel will respond to non-routine questions of a Corporate Member’s Syndicate List financial or investment nature; on those days when Agent personnel are at the Sales Center, such personnel will be available to discuss the merits of an investment in respect the Company on an individual basis with prospective investors; provided, however, that the Agent shall not be responsible for obtaining subscriptions of any year specific amount of account Debentures and shall not be obligated to take any action which this Agreement applies the Corporate Member is inconsistent with any applicable laws, rules, regulations, decisions or orders. Subscriptions will be deemed offered by means of Debenture Order Forms as described in the Prospectus. On the basis of the representations, warranties and agreements herein contained, but subject to appoint the terms and conditions herein set forth, Choice accepts such appointment and agrees to consult with and advise the Company as to the matters set forth herein and in the letter agreement ("Letter Agreement"), dated October ___, 1999, between the Company and Choice , a copy of which is attached hereto as Exhibit "A". It is acknowledged by the Company that Choice shall not be required to purchase any Debentures. The Company agrees and acknowledges that the Agent as may utilize its managing agent1 (or, broker network in the case Offering to distribute the Debentures, on a "best efforts" basis, and, if deemed appropriate by the Agent, other broker/dealers which are members of the National Association of Securities Dealers, Inc. (the "NASD") pursuant to the terms and conditions of a Managed Syndicate Selected Dealers' Agreement between the Agent and such broker/dealers, the form of which the Corporate Member is already a memberattached hereto as Exhibit "B". The Agent herexx xxxees that prior to utilizing its other broker/dealers, to agree that the appointment of the Agent as its managing agent is to continue) and the Agent will be deemed to agree to act (or to continue to act) as the Corporate Member’s managing agent, in respect of each of the syndicates specified in the Corporate Member’s Syndicate List on the terms of this Agreement and with such allocations of the Corporate Member’s overall premium limit, and for a remuneration on such basis and at such level, as are specified in the Corporate Member’s Syndicate List. 2.3 By signing a Corporate Member’s Syndicate List in respect of a particular year of account the Corporate Member and the Agent shall also be deemed to agree in the same terms the matters referred to in clause 2.2 in respect of subsequent years of account , subject to any reduction in the corporate member’s syndicate premium limit arising as a result of a reduction made in accordance consult with the Syndicate Pre-emption Byelaw (No. 19 of 1997) Company regarding its determination and will not take any action in this regard which is not approved in writing by the Agent of the member’s syndicate premium limits of all of the members of any particular syndicate in which the corporate member participates for the time being, unless and until that Corporate Member’s Syndicate List is replaced by a new Corporate Member’s Syndicate List signed by the Corporate Member and the Agent (or by a memorandum signed by the Corporate Member and the Agent recording that there are no Managed Syndicates in respect of a particular year of account) or the appointment of the Agent under this Agreement is terminatedCompany. 2.4 The Corporate Member and the Agent may agree that this Agreement shall apply in relation to any syndicate (a ‘‘Provisional Syndicate’’) in respect of which the Corporate Member is to be a Provisional Insurer within the meaning of clause 8.2 of this Agreement by virtue of paragraph (b) or (c) of that clause, and agree on the amount of the Corporate Member’s overall premium limit to be allocated to the Provisional Syndicate and the basis and level of the Agent’s remuneration as managing agent, by signing a written memorandum recording their agreement on these matters or in such other manner as the Corporate Member and the Agent may agree. 2.5 The Corporate Member and the Agent may sign a supplementary Corporate Member’s Syndicate List in respect of any year of account for the purpose of agreeing that the Corporate Member is to participate in a syndicate commencing business otherwise than at the beginning of the corresponding year and agreeing the amount of the Corporate Member’s overall premium limit to be allocated to that syndicate and the basis and level of the remuneration of the Agent as the managing agent of that syndicate, but not otherwise.