EXHIBIT 10.6(a)
SOUTHERN STATES INSURANCE EXCHANGE
of which
SOUTHERN STATES UNDERWRITERS, INCORPORATED
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
is
ATTORNEY-IN-FACT
--------------------
SUBSCRIBER'S AGREEMENT AND POWER OF ATTORNEY
The undersigned (the "Undersigned") and certain other parties who have
executed agreements identical to this Agreement (all of whom with the
Undersigned, when insured through the reciprocal insurer established hereunder,
are hereinafter collectively referred to as the "Subscribers") desire to engage
in interinsurance or in exchanging contracts of insurance on the reciprocal
plan, and to accept, cede, and retrocede reinsurance of any risks permitted by
law, through an attorney-in-fact having authority to obligate the Subscribers
personally on contracts of insurance or reinsurance ("insurance contracts") made
with any of the Subscribers as a policyholder or with other insureds or
reinsureds, it being understood that no such other insured or reinsured will be
deemed to be a Subscriber by virtue of being an insured or reinsured, and it
being further understood that no person or entity ceding reinsurance to or
purchasing or assuming reinsurance from the insurance reciprocal established
hereunder will be deemed to be a Subscriber by virtue of any such transaction.
It is the intent and purpose of this Subscriber's Agreement and Power of
Attorney (this "Agreement") to vest in an attorney-in-fact the power necessary
to enable the Subscribers to achieve this objective.
Accordingly, and in consideration of the execution of agreements
identical to this Agreement by other Subscribers and of the execution of this
Agreement by the Attorney-in-Fact (identified in Article V below), the
Undersigned hereby joins the other Subscribers to constitute the SOUTHERN STATES
INSURANCE EXCHANGE (the "Reciprocal"), a domestic reciprocal insurer organized
and licensed under the laws of Virginia, with this Agreement setting forth the
rights, privileges, and obligations of the Subscribers as underwriters and as
policyholders, and the powers and duties of the Attorney-in-Fact, all of which
is hereby made subject to the requirements of applicable law.
I. CLASSES OF SUBSCRIBERS; VOTING RIGHTS
Each Subscriber shall be deemed to be either a Class I Subscriber or a
Class II Subscriber. Each Subscriber which is a cooperative association, as
determined by the Advisory Committee (described in Article IV below), shall be
deemed to be a Class I Subscriber, and all other Subscribers shall be deemed to
be Class II Subscribers. Class I Subscribers shall have the sole power to vote
in the election of the Advisory Committee, the removal by Subscribers of members
of the Advisory Committee, or any other affairs of the Reciprocal which the
Advisory Committee may put to a vote of the Subscribers, and only Class I
Subscribers will be entitled to notice of, or to attend, any annual or special
meeting of the Subscribers. On all matters on which the Subscribers are entitled
to vote, each Class I Subscriber shall be entitled to one vote per $100 of the
annual net premiums paid by such Subscriber during the calendar year immediately
preceding the date of such vote. Proxy voting is permitted. There will be no
fractional votes.
II. Subscriber's LIMITED LIABILITY AS AN INTER-INSURER
1. Contingent Assessment Liability. The liability for each Subscriber
subject to assessment for the obligations of the Reciprocal shall not be joint,
but shall be individual and several. Each Subscriber subject to assessment shall
have a contingent assessment liability for payment of actual losses and expenses
incurred while such Subscriber's policy (or policies) is or was in force, but no
Subscriber shall be assessed or charged with an aggregate or contingent
liability on any one policy for obligations incurred by the Reciprocal in any
one calendar year in excess of one times the earned premium on such policy.
2. Assessments. Assessments may be levied from time to time upon the
Subscribers, (i) other than as to nonassessable policies, by the
Attorney-in-Fact upon the prior approval of the Advisory Committee, to the
extent permitted by applicable law, or (ii) as otherwise required by applicable
law. Each Subscriber's share of a deficiency for which an assessment is made,
not exceeding in any event such Subscriber's maximum aggregate contingent
liability as set forth in Section 1 of this Article, shall be computed by
applying to the premiums earned on the Subscriber's policy or policies during
the period to be covered by the assessment, the ratio of the total deficiency to
the total premiums earned during such period upon all policies subject to the
assessment. In computing the earned premiums for the purposes of this section,
the gross premium received by the Reciprocal for a policy shall be used as a
base, deducting therefrom only charges not recurring upon the renewal or
extension of the policy. No Subscriber shall have an offset against any
assessment for which he is liable on account of any claim for unearned premium
or losses payable.
3. Time Limit for Assessment. Unless otherwise provided by applicable
law, every Subscriber having contingent liability shall be liable for and shall
pay his share of any assessment as computed and limited in accordance with this
Article if, while such Subscriber's policy is in force or within one year after
its termination, such Subscriber is notified by the Attorney-in- Fact or the
Virginia State Corporation Commission or the receiver of its intention to levy
such assessment, or if delinquency proceedings are commenced against the
Reciprocal under the provisions of chapter 3 of Title 38.1 of the Virginia Code
while such Subscriber's policy is in force or within one year after its
termination.
4. Non-assessable Policies. When, in the judgment of the Advisory
Committee, sufficient reserves for the payment of losses have been accumulated
to make possible the issuance of non-assessable policies, the Advisory Committee
may direct the Attorney-in-Fact to apply to the regulatory bodies of the states
in which the Reciprocal is duly licensed to transact insurance for the necessary
authorization (i) to reduce or extinguish the contingent liability of the
Subscribers under the Reciprocal's policies then in force in such states and
(ii) to omit provisions imposing contingent liability in all policies delivered
or issued for delivery in such states.
III. MEETINGS OF CLASS I SUBSCRIBERS
1. Annual Meetings. The annual meetings of the Class l Subscribers shall
be held annually, on the day and at the place, hour, and location in the state
of Virginia designated by the Advisory Committee. Only Class I Subscribers shall
be entitled to notice of, and to attend, annual meetings.
2. Special Meetings. Special meetings of the Class I Subscribers may be
called by the Attorney-in-Fact or the Advisory Committee. Only Class I
Subscribers shall be entitled to notice of, and to attend, special meetings.
3. Quorum. The presence in person or by proxy of a majority of the votes
of Class I Subscribers at any annual or special meeting of the Class I
Subscribers shall constitute a quorum for the transaction of business.
4. Notice of Meetings. Written notice stating the place, day, and hour of
every meeting of the Subscribers (and, in case of a special meeting, the purpose
or purposes for which the meeting is called) shall be given to each Class I
Subscriber not less than ten nor more than fifty days previous thereto, either
personally or by mail, by or at the direction of the Secretary of the Advisory
Committee to each Class I Subscriber. Meetings may be held without notice if all
of the Class I Subscribers are present in person or by proxy or if notice is
waived by those Class I Subscribers not present, either before or after such
meeting. If the notice is mailed, such notice shall be deemed to be given when
deposited in the United States mail addressed to the Class I Subscriber at its
address as it appears on the records of the Reciprocal.
5. Action Without a Meeting. Any action which is required or which may be
taken at a meeting of the Class I Subscribers may be taken without a meeting if
a consent in writing, setting forth the action so taken, shall be signed by all
of the Class I Subscribers.
IV. ADVISORY COMMITTEE
1. Membership. There shall be an Advisory committee of not less than six
(6) nor more than fifteen (15) persons. Not less than three-fourths of such
Committee shall be composed of Class I Subscribers or representatives of the
Class I Subscribers other than the Attorney-in-Fact or any person employed by,
representing, or having a financial interest in the Attorney-in-Fact. At each
Annual Meeting of the Subscribers, the Class I Subscribers will determine the
size of the Advisory Committee, and the members of the Advisory Committee will
be elected by a majority of the votes of those Class I Subscribers present or
represented by proxy at the Meeting. Each member shall be elected for a term of
one year and shall serve until his successor is elected and qualified, or until
such member resigns or is removed by the Class I Subscribers or by the Advisory
Board, or until such member's membership ceases automatically as provided in
Section 4 of this Article.
2. Quorum. A majority of the members of the Advisory Committee shall
constitute a quorum for the transaction of business.
3. Action Without a Meeting. Any action which may be taken at a meeting
of the Advisory Committee may be taken without a meeting if a consent in
writing, setting forth the action so taken. shall be signed by all of the
members of the Advisory Committee.
4. Vacancies. Any vacancies on the Advisory Committee occurring between
annual meetings of the Subscribers shall be filled for the unexpired portion of
the term by the remaining members of the Advisory Committee, except that
vacancies caused by the removal of members by the Class I Subscribers shall be
filled for the unexpired portion of the term by the Class I Subscribers.
5. No Uninsured Members. In case the Reciprocal shall for any reason
cease to grant insurance to any Subscriber represented on the Advisory
Committee, such Subscriber and any representative of such Subscriber on the
Advisory Committee shall automatically thereupon cease to be a member of the
Advisory Committee.
6. Personal Liability and Indemnification. No members of the Advisory
Committee shall, as such, incur any personal liability for any loss of any kind,
except for such loss arising by reason of his own gross negligence or willful
misconduct. Each person who at any time serves as a member of the Advisory
Committee shall be indemnified by the Reciprocal against any and all liabilities
incurred by him in such capacity or arising out of his status as such a member
to the fullest extent permitted under Virginia law, except there shall be no
indemnity against his gross negligence or willful misconduct.
7. Powers of the Advisory Committee. In addition to all of the powers
necessary or appropriate to perform its duties hereunder or as required by law,
the Advisory Committee shall have full power and discretion:
(i) To adopt regulations applicable to the Attorney-in-Fact, not
inconsistent herewith, as the Advisory Committee may see fit.
(ii) At any time and with or without cause, by a vote of at least
three-fourths of its members, to suspend the Attorney-in-Fact from
its functions or remove it from the office of Attorney-in-Fact and
terminate its powers.
(iii) To fix the amount of travel expenses to be allowed for attendance
at meetings of the Advisory Committee or of sub-committees
thereof, and to fix reasonable compensation to Advisory Committee
members for time spent on behalf of the Reciprocal.
(iv) To appoint such sub-committees of the Advisory Committee as shall
be necessary or appropriate and delegate to such sub-committees
authority to exercise any or all of its own powers.
(v) To place limitations on the authority of the Attorney-in-Fact to
transact insurance on behalf of the Reciprocal.
(vi) to modify the terms of this Subscribers Agreement jointly with the
Attorney-in-Fact; provided that no such modification shall be
effective retroactively, nor as to any insurance contract issued
prior thereto.
(vii) To call special meetings of the Subscribers.
(viii) To disqualify any Subscriber to act further as such for failure to
pay assessments or for acts detrimental to the interests of the
Reciprocal.
(ix) To remove any member of the Advisory Committee, with or without
cause. by vote of a majority of the Advisory Committee.
8. Duties of the Advisory Committee. The Advisory Committee shall have
the following duties.
(i) To supervise the finances of the Reciprocal and the Reciprocal's
operations to such extent as to assure their conformity with this
Agreement.
(ii) To supervise and direct the management of the business and affairs
of the Reciprocal, subject to any limitations set forth in this
Agreement or in applicable law.
(iii) To fix the times and places of its own meetings.
(iv) To elect a Chairman, Vice-Chairman, and Secretary.
(v) To fix, by mutual agreement with the Attorney-in-Fact, the
management fee of the Attorney-in-Fact for its services in
fulfilling its obligations hereunder, provided such fees shall not
exceed during any one year ten percent (10%) of all revenues
received or due on premiums and investment income during such
year, with no deduction being made from such premiums and
investment income for any costs or expenses of the Reciprocal
(including, by way of example rather than limitation, costs of
reinsurance).
(vi) To direct the Attorney-in-Fact in the safeguarding of all moneys
and other assets and in the making and changing of investments.
(vii) To determine proper investments for funds of the Reciprocal not
necessary for the day-to-day business of the Reciprocal, and to
contract with investment advisors and consultants for the
management of the Reciprocal's investment portfolio.
(viii) To cause proper notice of each annual meeting of Subscribers (and
of each special meeting of Subscribers called by it or by the
Attorney-in-Fact) to be mailed by the Secretary to every Class I
Subscriber.
(ix) To select qualified auditors to audit the books and accounts of
the Attorney-in-Fact and the Reciprocal whose report shall be
given to the Advisory Committee.
(x) To fill any vacancy which may occur in the office of
attorney-in-fact at any time by selecting and appointing a
successor and executing thereto in the name and on behalf of each
Subscriber a power of attorney, designation, or other instrument
as may be necessary or proper to enable such successor to act as
attorney-in-fact with all the powers and duties herein given to
the Attorney-in-Fact, without any further action on the part of
the Undersigned; and the Advisory Committee will mail to all the
Subscribers timely notice of each and every such change.
(xi) To fill for the unexpired term any vacancy which may occur in the
Advisory Committee.
(xii) To determine annually the amount of, and to direct the
Attorney-in-Fact to establish and maintain, a special surplus
reserve hereinafter referred to as the "Reserve for
Contingencies".
(xiii) To contract, subcontract, or otherwise enter into contracts or
agreements, for the purpose of securing and obtaining such
services, consultation, and advice, as it may deem necessary or
desirable in fulfilling its obligations under this Agreement.
V. ATTORNEY-IN-FACT
1. Appointment. The Undersigned hereby appoints Southern States
Underwriters, Incorporated ("Underwriters"), a Virginia corporation with its
principal place of business in the Southern States Building, 6606 West Broad
Street, Richmond, Virginia (Henrico County), its attorney-in-fact (when acting
in its capacity as attorney-in-fact for the Subscribers, Underwriters and each
successor to the office of attorney-in-fact are herein referred to as the
"Attorney-in-Fact"), with the powers and duties set forth herein. The scope of
this appointment is limited to the purposes contemplated by this Agreement. In
case of the dissolution, resignation, suspension, removal, or withdrawal of
Underwriters as Attorney-in-Fact the Advisory Committee shall appoint a
successor Attorney-in-Fact.
2. Powers and Duties. The Attorney-in-Fact shall manage the Reciprocal,
subject to the supervision of the Advisory Committee, and shall have the power
to act for and bind the Subscribers in all transactions relating to or arising
out of the operations of the Reciprocal. In addition, the Attorney-in-Fact shall
have all of the powers and responsibilities set forth herein or set forth in the
policies and directives of the Advisory Committee, as well as the power to
perform or execute on behalf of the Reciprocal, in its name or otherwise, any
other act or thing or writing in relation to any transaction by the Reciprocal
which is or may be necessary to carry out the purposes set forth in this
Agreement. Without limiting the generality of the foregoing, the
Attorney-in-Fact shall have the following powers and duties:
(i) To prepare insurance contracts with such terms as it deems proper.
(ii) To sign insurance contracts in its own name as acting for all of
the Subscribers, or in the name of the Reciprocal on behalf of the
Subscribers, for any kinds of insurance permitted in Article VI of
this Agreement.
(iii) To issue insurance contracts on behalf of the Reciprocal to
Subscribers and to other persons and entities.
(iv) To accept, retrocede, and cede on behalf of the Reciprocal
reinsurance; provided, however, that the terms of all reinsurance
to be accepted shall be subject (either collectively or
individually) to approval or ratification by the Advisory
Committee.
(v) To accept service of process on behalf of the Reciprocal and to
appoint the Secretary of the Commonwealth and his successors in
office, as well as the appropriate officials of other states in
which the Reciprocal is or becomes authorized to transact
business, as agent of the Reciprocal upon whom may be served all
lawful process against or notice to the Reciprocal.
(vi) To bind risks by temporary binder.
(vii) To adjust, settle, and pay any loss covered by any insurance
contract issued by the Reciprocal, by compromise or otherwise; to
receive and give all notices; to receive proofs of loss, agree to
appraisals, and recover amounts due the Reciprocal under all
insurance contracts.
(viii) To acknowledge or contest any claim that may be made on account of
any insurance contracts issued by the Reciprocal, to retain legal
counsel, and to defend, compromise, or settle any suit or
proceeding that may be brought against the Reciprocal on account
of such contracts, and to enter into such other arrangements which
in its judgment shall be expedient to prevent a multiplicity of
suits or to minimize expenses.
(ix) To enforce, in its own name or otherwise, the payment or
performance of any obligation, of any kind whatsoever, of any
person or entity to the Reciprocal; and to institute, prosecute,
defend, compromise, and settle, in its own name or otherwise, any
suit or other legal proceeding arising out of the operations of
the Reciprocal.
(x) To endorse all checks, drafts, and other papers drawn to the order
of the Reciprocal and deposit the same to its account as such
Attorney-in-Fact, and disburse from such funds all claims under
insurance contracts issued by the Reciprocal, and expenses to
settle such claims.
(xi) To offset any dividend, distribution, money, credit, balance, or
any other payment or obligation of any kind whatsoever due or
credited to a Subscriber or a former Subscriber or an insured or a
reinsured, or to any account of any of them, against amounts due
the Reciprocal by such Subscriber, former Subscriber, insured, or
reinsured, or against debits or deficit balances in any account of
any of them.
(xii) To maintain a reserve fund of not less than that required by law.
(xiii) To execute and file any and all instruments and papers, and do any
and all acts, required by the laws of Virginia or any other state
in which the Advisory Committee determines that it is desirable
for the Reciprocal to be licensed or authorized to transact
business.
(xiv) Before resigning, to give to the Advisory Committee at least
ninety (90) days' written notice of its intention so to do.
(xv) At its option, to delegate in writing any or all of the powers and
duties hereby conferred upon it, at any time and from time to
time, to one or more Deputies and/or Assistant Deputies (who may
be either persons, firms, or corporations) nominated by it,
provided that the Advisory Committee shall first approve such
nominations. The powers of any Deputy or Assistant Deputy shall be
subject to revocation by the Advisory Committee or by the
Attorney-in-Fact at any time upon written notice to such Deputy or
Assistant Deputy (and, in the case of revocation by the Advisory
Committee, to the Attorney-in-Fact). In the event the
Attorney-in-Fact shall, as permitted herein, delegate all of its
powers and duties hereunder, then, upon approval by the Advisory
Committee, the management fee to be paid to the Attorney-in-Fact
hereunder may be withdrawn from the funds of the Reciprocal by
such Deputy, but only to the extent the Attorney-in-Fact would
have otherwise been permitted hereunder to withdraw such funds to
cover such fee.
(xvi) To pay to each member of the Advisory Committee the allowance for
traveling expenses incident to attendance at Advisory Committee
meetings and such other fees or allowances as may be prescribed by
the Advisory Committee.
(xvii) To comply with all applicable bond or other requirements imposed
upon the Attorney-in-Fact under Virginia law or under the law of
any other state in which the Reciprocal is duly licensed to
transact insurance, or as may be prescribed by the Advisory
Committee.
(xviii)To account for all moneys and other property of the Reciprocal
coming into its hands, and to refrain from withdrawing or
appropriating for its own use from the funds of the Reciprocal any
moneys or property to which it is not entitled under this
Agreement.
(xix) To pay out of the funds of the Reciprocal all expenses and
disbursements of every kind and character incident to the
Reciprocal's administration and the exchange of insurance
contacts, including but not limited to the costs of securing,
issuing, exchanging and administering insurance contracts, the
cost of reinsurance, collection expenses, investment expenses,
losses. damages, judgments, court costs, legal expenses, losses
adjustment expenses, license fees, taxes, inspection expenses,
annual meeting expenses, and expenses for audits, examinations,
rating bureaus, and insurance, trade and service organizations;
provided, however, that the Attorney-in-Fact must pay out of its
own funds all customary office and business expenses (including
but not limited to wages paid to employees, fees paid to deputies,
rent, printing, stationery, and postage) and all expenses incurred
in connection with bonds and other legal requirements affecting
the ability of the Attorney-in-Fact to serve in such capacity.
(xx) To deduct for itself from the funds of the Reciprocal an annual
management fee, to the extent and at such times expressly
permitted by the Advisory Committee.
(xxi) To contract, subcontract, or otherwise enter into contracts or
agreements, at its own expense, for the purpose of securing and
obtaining such services, consultation, and advice, as it may deem
necessary or desirable in fulfilling its obligations under this
Agreement.
Each of the foregoing powers and duties of the Attorney-in-Fact shall be
subject to the limitations thereon placed by the Advisory Committee, by other
provisions of this Agreement, or by applicable law.
VI. CONTRACTS OF INSURANCE
The Attorney-in-Fact, while acting as Attorney-in-Fact for the
Subscribers, is authorized to transact on behalf of the Reciprocal any or all of
the classes of insurance (including reinsurance) which a reciprocal insurer may
be permitted to transact under the law of the states in which the Reciprocal is
duly licensed to transact insurance. subject to the limitations placed on this
authority by the Advisory Board; provided, however, that the Attorney-in-Fact
may not transact such business on behalf of the Reciprocal except in conformity
with applicable law.
VII. GENERAL PROVISIONS
1. Distribution. All savings resulting from the operation of the
Reciprocal, calculated after setting aside the reserves and surplus required by
applicable law together with the Reserve for Contingencies and such additional
reserves for losses and other funds as shall be determined by the Advisory
Committee to be necessary or desirable, may be allocated between classes of
Subscribers, and among the Subscribers of a class on an equitable basis by lines
of insurance, and credited to the Subscriber's individual surplus accounts or
returned to the Subscribers, at such times and in such manner as the Advisory
Committee shall determine in its sole discretion.
2. Termination of Subscribership. The Undersigned may revoke this
Agreement at any time upon written notice to the Attorney-in-Fact. Upon such
revocation, or upon the termination or cancellation (whether by the Undersigned
or otherwise) of all of the Undersigned's insurance contracts issued by the
Reciprocal, or upon the disqualification of the Undersigned as a Subscriber by
the Advisory Committee, the Undersigned will immediately cease to be a
Subscriber, in which event the Undersigned shall cease to assume any liability
as an insurer on any insurance contract issued after the date its subscribership
ceases, it being understood that the terms of the Agreement and provisions of
law applicable to insurance contracts issued prior to such date shall remain in
full operation and effect as to the Undersigned.
3. Settlement of Accounts After Termination. In the event of a
termination of a subscribership, the Attorney-in-Fact shall close the former
Subscriber's account and return to such former Subscriber, as provided in this
Section and subject to offset by the Attorney-in-Fact, the unexpended portion of
the former Subscriber's premium deposit and surplus accounts as such accounts
then stand; provided, however, that such accounts shall be adjusted subsequent
to such termination for any claims, losses, or other expenses attributable to
the policy period for which such Subscriber is responsible notwithstanding
termination of subscribership. The Attorney-in-Fact shall return the amount of
such adjusted accounts to the former Subscriber at such time or over such period
of time as may be selected by the Advisory Committee; provided, however, that
such amounts shall be returned by the end of the third calendar year following
the date of the termination of subscribership: provided, further, in any event,
that if such payment would reduce the funds of the Reciprocal to an amount less
than the sum of the legal reserve, the Reserve for Contingencies, the surplus
required by law, and such additional surplus as the Advisory Committee deems
prudent to the financial condition of the Reciprocal, then such payment shall be
deferred until it can be made without so reducing such funds. If the former
Subscriber's pro rata share of the Reciprocal's reserve for losses account is
represented by a debit or deficit balance, such amount shall be deducted from
any funds due him or, in case such funds are insufficient, the former Subscriber
will pay over to the Attorney-in-Fact the amount of such deficiency upon demand.
In no event shall a former Subscriber receive any distribution or any payment
for credits, surplus, savings, or reserves so long as a claim against such
former Subscriber is outstanding and unpaid, unless otherwise directed by the
Advisory Committee.
4. Conflicts With Applicable Law; Savings Clause. If any provision or
portion of this Agreement conflicts with, or is in any way inconsistent with,
applicable law, then such provision or portion shall be interpreted in a manner
that is consistent with such law and, given this constraint, in a manner that is
as consistent as possible with the intent of this Agreement. If any provision or
portion of this Agreement is held to be invalid or unenforceable, such
invalidity or unenforceabiIity shall not affect or impair the remainder of this
Agreement
5. Pronouns. Any personal pronoun used herein to refer to the
Attorney-in-Fact shall apply regardless of whether the Attorney-in-Fact is a
firm, corporation, or one or more individuals.
6. Headings. Headings used in this Agreement are for convenience only and
shall not affect the construction of this Agreement.
7. Governing Law. This Agreement shall be interpreted under and governed
by the laws of the Commonwealth of Virginia.
8. Covenant to Perform; Ratification. In consideration of the premises,
the Undersigned covenants that it will fully and faithfully carry out execute,
and perform everything which the Attorney-in-Fact shall by virtue hereof bind
it, and in the same manner the Undersigned hereby ratifies all that the
Attorney-In-Fact may lawfully do or cause to be done by virtue hereof.
The following signature evidences the agreement of the Undersigned to the
terms of this Agreement.
------------------------------
By
------------------------------
Its
------------------------------
Dated:
-----------------------
In consideration of the execution of this Agreement by the party whose
signature appears above, Southern States Underwriters, Incorporated agrees to
the terms of this Agreement.
SOUTHERN STATES UNDERWRITERS, INCORPORATED
By
---------------------------------------
Its
------------------------------------
Dated:
-------------------------