AGREEMENT
This Agreement is made this 7th day of February, 1997, by and between
Professionals Insurance Company Management Group ("Professionals"), PICOM
Insurance Company ("PICOM") and the Michigan Educational Employees Mutual
Insurance Company ("MEEMIC").
WHEREAS, Professionals is an insurance holding company, owning 100% of the
shares of PICOM;
WHEREAS, PICOM is a Michigan stock insurance company, authorized to write
property and casualty insurance coverages;
WHEREAS, MEEMIC is a Michigan mutual insurance company, authorized to write
property and casualty insurance coverages;
WHEREAS, MEEMIC desires to obtain capital and to expand its insurance
capacity and business operations;
WHEREAS, Professionals is willing to arrange for a capital infusion to
MEEMIC, assist MEEMIC to increase its insurance capacity and provide strategic
consulting and information system services in exchange for (i) a surplus note;
(ii) an agreement under which Professionals will assume, pursuant to a
management services agreement, responsibility for the certain business
operations of MEEMIC; and (iii) MEEMIC's agreement to enter into a quota share
reinsurance agreement with PICOM;
WHEREAS, PICOM is willing to enter into a quota share reinsurance agreement
with MEEMIC; and
WHEREAS, the Board of Directors of each of the parties to this Agreement
have the authority to authorize and have authorized the execution of this
Agreement and the consummation of the transactions contemplated by this
Agreement.
NOW, THEREFORE, in consideration of these premises and the mutual
conditions and agreements contained herein, the undersigned hereby agree as
follows:
1. SURPLUS NOTE. Subject to the terms of this Agreement and at the
Closing (as defined below), Professionals, its subsidiary, PICOM, or a new
subsidiary of Professionals will contribute $21,000,000 to MEEMIC in exchange
for a surplus note (the "Surplus Note"). The Surplus Note shall bear interest
at 8.5% per annum. Subject to applicable laws and regulatory authority,
interest shall be paid quarterly on the Surplus Note until the twelfth
anniversary of the Surplus Note at which time the entire principal shall be
repaid. The terms and conditions on repayment of the Surplus Note shall be
subject to prior written approval of the Michigan Insurance Commissioner (the
"Commissioner"). The Surplus Note shall be in substantially the form and
substance of the accompanying Exhibit A.
2. MANAGEMENT SERVICES AGREEMENT. Subject to the terms of this Agreement
and at the Closing, Professionals and MEEMIC shall enter into a ten (10) year
management services agreement (the "Management Services Agreement"), subject to
the Commissioner's approval, under which Professionals shall perform all of
MEEMIC's information systems services and such other strategic consulting and
assistance as reasonably directed by MEEMIC's Board of Directors from time to
time. The Management Services Agreement shall be in substantially the form and
substance of the accompanying Exhibit B.
3. REINSURANCE AGREEMENT. Subject to the terms of this Agreement and at
the Closing, MEEMIC shall enter into a quota share reinsurance contract (the
"Reinsurance Agreement") with PICOM pursuant to which a percentage of the net
retained premiums and losses of MEEMIC shall be ceded to PICOM on a quota share
basis. The Reinsurance Agreement shall provide that the ceding commission paid
to MEEMIC is equal to actual unallocated loss adjustment and other underwriting
expense ratios, i.e., MEEMIC and PICOM would have identical loss and expense
ratios on the subject premium. The Reinsurance Agreement shall be in
substantially the form and substance of the accompanying Exhibit C.
4. PURCHASE OF INFORMATION SYSTEM HARDWARE AND RIGHTS TO
HARDWARE/SOFTWARE. Professionals shall purchase at MEEMIC's book value as of
the date of
Closing (which is not estimated to be in excess of $1.5 million) any information
system hardware including, but not limited to, computers, computer terminals,
monitors, and proprietary software that MEEMIC owns and currently utilizes in
the performance of its information system functions. As additional
consideration, MEEMIC shall also assign any leases for information system
hardware or licenses for software that MEEMIC currently utilizes in the
performance of its information system functions, to the extent MEEMIC has, after
the exercise of its reasonable best efforts, been able to obtain the consents
required, if any, for such assignments.
5. MEEMIC DIRECTORS.
(i). RESIGNATION OF CURRENT DIRECTORS. Effective on the issuance
of the Surplus Note, all existing directors of MEEMIC shall resign and
Professionals shall be given de facto authority to nominate new directors of
MEEMIC and direct the implementation of proxy rights conferred by MEEMIC's
policyholders, in such a fashion as is permitted by law and applicable MEEMIC
corporate documents. If requested by Professionals, and subject to the terms of
MEEMIC's By-laws, the existing directors of MEEMIC shall elect the nominees of
Professionals as their successors on the MEEMIC board in a manner that will
assure the continuity of functions of the MEEMIC Board. The new MEEMIC Board
shall honor the terms of the severance agreements with former MEEMIC directors,
as such terms shall ultimately be negotiated pursuant to the provisions of
Section 5(iii) of this Agreement.
(ii). STRATEGIC CONSULTING AGREEMENTS. Professionals agrees to
retain each current director of MEEMIC as an independent contractor of
Professionals for a period of three (3) years to serve on an advisory board and
provide strategic consulting services. Each director shall be offered a
consulting agreement (the "Consulting Agreement") in substantially the form and
substance of the accompanying Exhibit D.
(iii). SEVERANCE PACKAGES. In exchange for relinquishment of rights
of future compensation and a three (3) year covenant not to compete, MEEMIC
desires to provide each of its current directors with a severance package,
pursuant to a severance agreement (the "Severance Agreement") in substantially
the form and substance of the accompanying Exhibit E, subject to
the Commissioner's approval and receipt of a fairness opinion from an
independent third party generally accepted in the industry to be qualified to
issue such an opinion as to fairness; provided, however, that the amount and
structure of such severance packages finally entered into between MEEMIC and its
directors may be upon such other terms and in such other amounts as shall
ultimately be deemed acceptable by such third party opinion provider.
6. THE CLOSING. The execution and delivery of all agreements, documents,
certificates, resolutions, assignments and opinions contemplated by this
Agreement (the "Closing") shall take place on March 1, 1997, or as soon
thereafter as all required regulatory approvals are received and other
preconditions to Closing have been satisfied, which later date shall not be
after December 31, 1997, unless extended in writing by all parties to this
Agreement.
7. CLOSING CONTINGENCIES. The obligation of any party to close on this
Agreement is contingent upon (i) Professionals obtaining (or waiving) a
commitment to borrow $21,000,000 from a commercial financial institution, which
it shall pursue in good faith and with due diligence, (ii) all necessary
regulatory approvals being obtained to effectuate the transaction, (iii) the
material representations and warranties of the parties contained in this
Agreement and any ancillary documents executed coincident herewith being true
and correct as of the Closing as if the same were made at Closing, with each
party delivering at Closing a certificate signed by a duly authorized officer to
that effect, (iv) the parties receiving the closing documents identified in
Section 8 of this Agreement,(v) receipt by MEEMIC of the $21,000,000, plus the
amounts specified in Section 4 of this Agreement in immediately available funds
on the date of Closing, and (vi) receipt by MEEMIC of the fairness opinion
required by the MEEMIC Board of Directors' Resolution of February 6, 1997, a
copy of which is attached as Exhibit F.
8. CLOSING DOCUMENTS. At Closing, the parties shall deliver:
(i) the Surplus Note;
(ii) the Management Services Agreement, and the related
license agreement for MEEMIC service marks and trademarks;
(iii) the Reinsurance Agreement;
(iv) a xxxx of sale (the "Xxxx of Sale") in form and
content acceptable to the parties evidencing transfer of title of the
information system hardware and the proprietary software owned by
MEEMIC identified in Section 4 of this Agreement;
(v) an assignment of third party agreements, and an
assignment and license of information system intellectual property by
MEEMIC to Professionals (the "Assignments") acceptable to the parties
evidencing transfer of the information system hardware leases and
software rights identified in Section 4 of this Agreement to the
extent MEEMIC has, after the exercise of its reasonable best efforts,
been able to obtain the consents required, if any, for such
assignments;
(vi) closing certificates of each party pursuant to
Section 7 of this Agreement;
(vii) corporate documents for each of the parties,
including for each party (a) a copy of the resolutions of the board of
directors, duly certified, authorizing the transactions contemplated
by this Agreement (b) the duly certified articles of incorporation,
and (c) the duly certified bylaws; and
(viii) opinions of counsel to each party, which shall
address that (a) the party is duly incorporated, validly existing and
in good standing, (b) the party has the full power to execute, deliver
and perform the Closing Documents (as defined below), and each other
document or certificate delivered in connection with the transactions
contemplated in this Agreement, (c) the execution, delivery and
performance by the party of its obligations under this Agreement, the
Closing Documents and the documents and certificates related thereto
have been duly authorized and do not and will not contravene or
conflict with any provision of law, articles of incorporation or
bylaws, (d) the Agreement, the Closing Documents and each of the
documents and certificates delivered hereunder have
been duly executed and delivered and constitute the legal, valid and
binding obligations of the party, enforceable in accordance with their
respective terms, except as enforcement thereof may be limited by
bankruptcy, insolvency, moratorium, receivership, and other laws
affecting creditors' rights and by general principles of equity, and
(e) no further approval, registration, authorization, consent or other
order pursuant to federal or state law is required on behalf of the
party to permit it to consummate the transactions contemplated by this
Agreement and the Closing Documents.
For purposes of this section, Closing Documents shall mean (i) the Surplus Note,
(ii) the Management Services Agreement and related license agreement for MEEMIC
service marks and trademarks, (iii) the Reinsurance Agreement, (iv) the Xxxx of
Sale, and (v) the Assignments.
9. COURSE OF BUSINESS REPRESENTATIONS OF PARTIES. MEEMIC, Professionals
and PICOM represent that their respective businesses have been conducted in the
normal and ordinary course of business from the date of their respective last
audited financial statement to the date of the execution of this Agreement, and
shall continue to be so conducted at all times prior to the Closing.
MEEMIC shall not contract for or make any acquisitions of any other company
or business prior to the Closing, without the written consent of Professionals.
MEEMIC shall be relieved from closing on this Agreement should
Professionals or PICOM experience a change of control before the contingencies
set forth in Section 7 are fulfilled. For purposes of this Agreement, a "change
in control" is deemed to have occurred if (i) any person or entity becomes the
beneficial owner, directly or indirectly, of securities of Professionals or
PICOM representing more than 51% of the combined voting power of then
outstanding securities of Professionals or PICOM, as applicable; or (ii) prior
to Closing, the shareholders of Professionals or PICOM approve (a) a plan of
complete liquidation; or (b) an agreement for the sale or disposition of all or
substantially all of the assets of Professionals or PICOM, as applicable, or (c)
the sale or reinsurance of all or substantially all of the insurance
business of PICOM so as to cause PICOM to cease to function on a going forward
basis as a property and casualty insurance company; or (d) a merger,
consolidation, or reorganization of Professionals or PICOM with or involving any
other corporation, other than a merger, consolidation, or reorganization that
would result in the voting securities of Professionals or PICOM outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of such surviving
entity at least 51% of the combined voting power of the voting securities of
Professionals or PICOM, as applicable (or such surviving entity) outstanding
immediately after such merger, consolidation, or reorganization. Prior to the
Closing, Professionals or PICOM, as applicable, shall promptly notify MEEMIC of
any such "change in control."
10. CONTINUED DUE DILIGENCE. Professionals and PICOM, on the one hand,
and MEEMIC, on the other hand, desire to have an opportunity to continue to
conduct an investigation of the business and operations of each other in order
to determine to each party's satisfaction and the satisfaction of each party's
independent auditors, among other things, (i) the financial soundness of each
party, including the adequacy of reserves for losses and loss adjustment
expenses, and (ii) the experience and ability of Professionals to perform the
services identified in the Management Services Agreement. Accordingly,
following the execution of this Agreement until Closing, Professionals, PICOM
and MEEMIC and their representatives shall have reasonable access, subject to
the Confidentiality and Non-Disclosure Agreement dated November 7, 1996, as
amended, to the other party's books, records and accounts as they shall
reasonably request and as shall be necessary in order to conduct such
investigations. Professionals, PICOM, and MEEMIC shall also consent to the
review by the other party hereto of the reports and papers of their respective
independent auditors prior to the consummation of the Agreement. All such
books, accounts, records and reports reviewed during an investigation by either
party shall be returned to the respective party upon the earliest of (i) request
of the party, or (ii) within ten (10) days following the Closing.
11. MEEMIC'S COVENANT NOT TO PURSUE CHANGE OF CONTROL. Prior to Closing
MEEMIC and its employees, agents or representatives will not engage in
discussions with any third party regarding a possible change of control in
MEEMIC or any other extraordinary transaction or agreement which could lead to
the transfer of a significant portion of MEEMIC.
12. CONFIDENTIAL INFORMATION. Professionals, PICOM, and MEEMIC , and each
of their respective representatives, shall not, without prior written approval
of the appropriate party, disclose any confidential information obtained during
the course of the investigation regarding or the preparation of the Agreement to
any third party or parties unless the same is required by law or regulatory
authority or such information as already in the public domain not by a failure
of a party to comply with the understandings set forth in this Agreement, except
to its own agents, including auditors and attorneys, which disclosure to agents
shall be subject to the restrictions of this Agreement. Professionals and PICOM
agree that all confidential information pertaining to MEEMIC shall be used by
Professionals and PICOM solely in the performance of their separate obligations
pursuant to this Agreement, the Management Services Agreement and the other
agreements contemplated herein.
13. PUBLIC DISCLOSURE OF AGREEMENT. No party shall make any press
release, formal announcement or public disclosure concerning the Agreement
unless the other parties shall have previously approved the language of such
release, announcement or disclosure, except as may otherwise be required by law,
in which case advance notice of such release, announcement or disclosure will be
given to the other party.
14. REPRESENTATION AND WARRANTIES.
(i). REPRESENTATIONS AND WARRANTIES OF PROFESSIONALS.
Professionals hereby represents and warrants to MEEMIC as follows:
(a) ORGANIZATION AND POWER. Professionals is an insurance
holding company, duly organized, validly existing and in good standing
under the laws of the State of Michigan. It has the full power and
authority to enter into and carry out the terms of this Agreement, and
the agreements contemplated hereby.
(b) AUTHORIZATION, VALIDITY, ENFORCEABILITY. The execution,
delivery
and performance of this Agreement by Professionals has been duly and
validly authorized by all necessary corporate action and does not and
will not conflict with, or result in a breach or violation of,
Professionals' articles of incorporation or bylaws, any material
agreement to which Professionals is a party or by which it or its
assets are bound or any law or order of a court or administrative
agency having jurisdiction over Professionals. This Agreement is the
legally binding obligation of Professionals, enforceable in accordance
with its terms, except as may be limited by bankruptcy, insolvency,
moratorium or other laws, in effect now or in the future, that affect
the enforcement of creditors' rights generally and general principles
of equity.
(c) GOVERNMENTAL APPROVAL OF TRANSACTIONS. Except for
approval of the Michigan Insurance Bureau and any filing required
under the federal Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1978,
no authorization of any federal or state governmental authority or
court having jurisdiction over Professionals or its assets is required
by Professionals for, or the absences of which would adversely affect,
the execution, delivery, and performance of this Agreement or the
consummation of the transactions contemplated by this Agreement.
(d) ACTIONS, SUITS, PROCEEDINGS. There are no administrative
or court actions, suits or proceedings of any kind now pending or, to
the best of Professionals' knowledge after due inquiry, threatened
that, if adversely decided, would have a material adverse effect on
Professionals' ability to carry out the terms of this Agreement.
(ii). REPRESENTATIONS AND WARRANTIES OF PICOM. PICOM hereby
represents and warrants to MEEMIC as follows:
(a) ORGANIZATION AND POWER. PICOM is a Michigan insurance
company, duly organized, validly existing and in good standing under
the laws of
the State of Michigan. It has the full power and authority to enter
into and carry out the terms of this Agreement, and the agreements
contemplated hereby.
(b) AUTHORIZATION, VALIDITY, ENFORCEABILITY. The execution,
delivery and performance of this Agreement by PICOM has been duly and
validly authorized by all necessary corporate action and does not and
will not conflict with, or result in a breach or violation of, PICOM's
articles of incorporation or bylaws, any material agreement to which
PICOM's is a party or by which it or its assets are bound or any law
or order of a court or administrative agency having jurisdiction over
PICOM. This Agreement is the legally binding obligation of PICOM,
enforceable in accordance with its terms, except as may be limited by
bankruptcy, insolvency, moratorium or other laws, in effect now or in
the future, that affect the enforcement of creditors' rights generally
and general principles of equity.
(c) GOVERNMENTAL APPROVAL OF TRANSACTIONS. Except for
approval of the Michigan Insurance Bureau, no authorization of any
federal or state governmental authority or court having jurisdiction
over PICOM or its assets is required by PICOM for, or the absences of
which would adversely affect, the execution, delivery, and performance
of this Agreement or the consummation of the transactions contemplated
by this Agreement.
(d) ACTIONS, SUITS, PROCEEDINGS. There are no administrative
or court actions, suits or proceedings of any kind now pending or, to
the best of PICOM's knowledge after due inquiry, threatened that, if
adversely decided, would have a material adverse effect on PICOM's
ability to carry out the terms of this Agreement.
(iii). REPRESENTATIONS AND WARRANTIES OF MEEMIC. MEEMIC hereby
represents and warrants to Professionals and PICOM as follows:
(a) ORGANIZATION AND POWER. MEEMIC is a Michigan mutual
insurance company, duly organized, validly existing and in good
standing under the laws of the State of Michigan. It has the full
power and authority to enter into and carry out the terms of this
Agreement, and the agreements contemplated hereby.
(b) AUTHORIZATION, VALIDITY, ENFORCEABILITY. The execution,
delivery and performance of this Agreement by MEEMIC has been duly and
validly authorized by all necessary corporate action and does not and
will not conflict with, or result in a breach or violation of,
MEEMIC's articles of incorporation or bylaws, any material agreement
to which MEEMIC is a party or by which it or its assets are bound or
any law or order of a court or administrative agency having
jurisdiction over MEEMIC. This Agreement is the legally binding
obligation of MEEMIC, enforceable in accordance with its terms, except
as may be limited by bankruptcy, insolvency, moratorium or other laws,
in effect now or in the future, that affect the enforcement of
creditors' rights generally and general principles of equity.
(c) GOVERNMENTAL APPROVAL OF TRANSACTIONS. Except for
approval of the Michigan Insurance Bureau and any filing required
under the federal Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1978,
no authorization of any federal or state governmental authority or
court having jurisdiction over MEEMIC or its assets is required by
MEEMIC for, or the absences of which would adversely affect, the
execution, delivery, and performance of this Agreement or the
consummation of the transactions contemplated by this Agreement.
(d) ACTIONS, SUITS, PROCEEDINGS. There are no administrative
or court actions, suits or proceedings of any kind now pending or, to
the best of MEEMIC's knowledge after due inquiry, threatened that, if
adversely decided, would have a material adverse effect on MEEMIC's
ability to carry out the terms of this Agreement.
15. TERMINATION. This Agreement and the obligations of the parties may be
terminated at any time prior to Closing (a) by mutual consent of the parties (b)
by Professionals and PICOM if any material representation or warranty in this
Agreement or any ancillary documents executed coincident herewith by MEEMIC
proves to be untrue at the time it was made or becomes untrue prior to Closing,
(c) by MEEMIC if any material representation or warranty in this Agreement or
any ancillary documents executed coincident herewith by PICOM or Professionals
proves to be untrue at the time it was made or becomes untrue prior to Closing,
(d) by any party if the preconditions to Closing established in Section 7 of
this Agreement fail to occur, (e) by any party if Closing does not occur by
December 31, 1997, unless such date is extended upon mutual agreement of the
parties, or (f) by MEEMIC, if Professionals or PICOM experiences a change of
control (as defined in Section 9 of this Agreement) prior to the Closing.
16. GENERAL PROVISIONS.
(i). SUCCESSORS AND ASSIGNS. This Agreement and all of the
provisions hereof shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors and permitted assigns provided
that neither this Agreement nor any of the rights, interests, or obligations
hereunder may be assigned, by operation of law or otherwise, by any party hereto
without the prior written consent of the other parties hereto. If any party is
so permitted to assign any of its rights or obligations under this Agreement,
such assignment (unless otherwise agreed to by the other party) shall not in any
manner affect or impair such assigning party's obligations under this Agreement.
(ii). ENTIRE AGREEMENT; AMENDMENT. This Agreement, including
Exhibits referenced herein, embody the entire agreement and understanding of the
parties hereto with respect to the subject matter hereof and supersede all prior
agreements between the parties or any of their Affiliates with respect to the
subject matter of this Agreement; provided, however, that ancillary documents
executed by any party hereto may expressly provide they are in addition to
(though they may not be in contravention of) this Agreement. This Agreement may
be amended, modified or supplemented in any manner and at any time only by a
written instrument executed
by Professionals, PICOM and MEEMIC. No waiver by any party of any term or
condition hereof, or the breach of any covenant, agreement, warranty,
representation or provision contained herein, in any one or more instances,
shall be made to be construed as a further continuing waiver of any such term,
condition or breach or a waiver of any other term, condition or breach.
(iii). COUNTERPARTS. This Agreement may be executed in one or more
counterparts all of which shall together constitute one and the same instrument
and shall become effective when one or more counterparts have been signed by
Professionals, PICOM, and MEEMIC and delivered to each of the parties.
(iv). HEADINGS; REFERENCES, INTERPRETATION. The Article and Section
headings in this Agreement are for convenience of reference only and shall not
be deemed to alter or affect the meaning or interpretation of any provisions
hereof.
(v). GOVERNING LAW. This Agreement shall be governed by,
interpreted under, and construed and enforced in accordance with the internal
laws, and not the laws pertaining to conflicts or choice of laws, of the State
of Michigan.
(vi). SEVERABILITY. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any rule of law
or public policy, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect.
(vii). BROKERAGE. All negotiations relative to this Agreement and
the transactions contemplated by this Agreement have been carried on by the
parties to this Agreement directly without the intervention of any other person
in such negotiations, and the consummation of the transactions under this
Agreement, will not result in any liability by any party for any finder's fee,
brokerage commission or other similar fee. Each party shall indemnify the other
party and hold it harmless from and against any claim for brokerage or finders'
fees or other commissions resulting from actions of the indemnifying party which
are not in accordance with the preceding sentence.
(viii). NO THIRD PARTY BENEFICIARIES. Nothing in this Agreement,
express or implied, is intended to or shall (a) confer on any person or entity
other than the parties hereto and their respective successors or permitted
assigns any rights (including third party beneficiary
rights), remedies, obligations or liabilities of any nature whatsoever under or
by reason of this Agreement, or (b) constitute the parties hereto as partners or
as participants in a joint venture. This Agreement shall not provide third
parties with any remedy, claim, liability, reimbursement, cause of action or
other right in excess of those existing without reference to the terms of this
Agreement.
(ix). ACKNOWLEDGMENT. The parties each acknowledge that all the
terms and conditions in this Agreement and the Related Agreements have been the
subject of active and complete negotiation between the parties and represent the
parties' agreement based upon all relevant considerations. The parties agree
that the terms and conditions of this Agreement shall not be construed in favor
of or against any party by reason of the extent to which any party or its
professional advisors participated in the preparation hereof or thereof.
(x). FURTHER ASSURANCES. The parties agree to do such further acts
and things and to execute and deliver such additional documents, assignments,
agreements, certificates, powers and instruments as may be reasonably required
to carry into effect the purposes of this Agreement.
(xi). LEGAL FEES, COSTS AND EXPENSES. Each party hereto shall bear
its own counsel's fees and expenses, costs and other expenses incurred by such
party in connection with this transaction; provided, however, that the
prevailing party shall be entitled to reimbursement of its reasonable counsel's
fees, costs and expenses in connection with the enforcement of its rights under
or under any agreement or instrument contemplated hereunder.
IN WITNESS WHEREOF, the undersigned execute and deliver this Agreement as
of the date first written above.
PROFESSIONALS INSURANCE
COMPANY MANAGEMENT GROUP
By: /s/ Xxxxxx X. Xxxxx
-------------------------------
Xxxxxx X. Xxxxx
Its: President
PICOM INSURANCE COMPANY
By: /s/ Xxxxxx X. Xxxxx
-------------------------------
Xxxxxx X. Xxxxx
Its: President
MICHIGAN EDUCATIONAL EMPLOYEES
MUTUAL INSURANCE COMPANY
By: /s/ Xxxx X. Xxxxxxxxxx
-------------------------------
Xxxx X. Xxxxxxxxxx
Its: President and Chief Executive
Officer
