0000893220-08-001976 Sample Contracts

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December 19, 2007 PRIVATE AND CONFIDENTIAL Mr. Rollin P. Rissinger, Jr. President Lebanon Mutual Insurance Company 137 West Penn Avenue P. O. Box 2005 Cleona, Pennsylvania 17042 Griffin MTS Partners LLP 111 North Sixth Street Reading, Pennsylvania...
Engagement Agreement • June 30th, 2008 • Lmi Holdings Inc • Fire, marine & casualty insurance • Pennsylvania

This letter will serve as the engagement agreement (the “Agreement”) among Lebanon Mutual Insurance Company and any successor entities (the “Lebanon”), Griffin MTS Partners LLP (“Griffin MTS Partners” and together the “Companies”) and Griffin Financial Group LLC (“Griffin”). The Companies agree to employ Griffin to serve as their exclusive financial advisor in connection with the Companies’ expressed desire to pursue a transaction in which Lebanon would simultaneously adopt a plan of conversion from mutual to stock form (the “Plan of Conversion”) and enter into an investment agreement (the “Investment Agreement”) with Griffin MTS Partners pursuant to which Griffin MTS Partners, among other things, will agree to pay certain costs of Lebanon’s mutual to stock conversion and invest in the common stock of Lebanon or a holding company formed by Lebanon upon completion of the conversion (the “Transaction”).

MASTER SERVICE AGREEMENT
Master Service Agreement • June 30th, 2008 • Lmi Holdings Inc • Fire, marine & casualty insurance

This Master Service Agreement (“Agreement”) is made this First day of August 2005, by and between FM Claims Management, Incorporated, a Pennsylvania Corporation with its principal place of business at 150 Berkeley Rd., Glenside, PA 19038 (“FMCM”) and Lebanon Mutual Insurance Company, a company with its principal place of business at 137 West Penn Avenue, Cleona, PA 17042-1322 (“Customer”).

LIMITED ASSIGNMENT DISTRIBUTION PROGRAM AGREEMENT Between AutoOne Insurance Company, Servicing Carrier And Lebanon Mutual Insurance Company, Excused Carrier PENNSYLVANIA
Limited Assignment Distribution Program Agreement • June 30th, 2008 • Lmi Holdings Inc • Fire, marine & casualty insurance • New York

This Agreement (“Agreement”), made effective as of the 1st day of January, 2007 between AutoOne Insurance Company (hereinafter called “Servicing Carrier”), an insurance company authorized to write insurance in Pennsylvania, and Lebanon Mutual Insurance Company (hereinafter called the “Excused Carrier”), an insurance company authorized to write insurance in Pennsylvania, having offices at 137 West Penn Avenue, P.O Box 2005, Cleona, PA 17042.

COMMERCIAL LIMITED ASSIGNMENT DISTRIBUTION PROGRAM AGREEMENT Between Pennsylvania General Insurance Company, Servicing Carrier And Lebanon Mutual Insurance Company, Excused Carrier PENNSYLVANIA
Commercial Limited Assignment Distribution Program Agreement • June 30th, 2008 • Lmi Holdings Inc • Fire, marine & casualty insurance • New York

This Agreement (“Agreement”), made effective as of the 1st day of January, 2006 between Pennsylvania General Insurance Company (hereinafter called “Servicing Carrier”), an insurance company authorized to write insurance in Pennsylvania, and Lebanon Mutual Insurance Company (hereinafter called the “Excused Carrier”), an insurance company authorized to write insurance in Pennsylvania, having offices at 137 West Penn Avenue, PO Box 2005, Cleona, PA 17042.

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