Section 760IAC1-66-6. Certificate of officers of former mutual and parent company

   The certificate required under section 3 of this rule from the officers of the former mutual company and any parent company shall be in the following form:

OFFICERS' CERTIFICATE

Regarding the Proposed Acquisition of Shares of the

Voting Securities of a Former Mutual Insurance

Company or Parent Company

Filed with the

INDIANA INSURANCE COMMISSIONER

By

_____________________________________

[Name of Former Mutual Company and any

Parent Company]

A Former Mutual Insurance Company

[and Parent Company]

Filing in Support of the Acquisition

of 5% or more, but less than 10% of Shares by

[Name of Institutional Investor],

an Institutional Investor under 760 IAC 1-66-2

organized in the State of ___________

On its [their] Own Behalf

Name, title, address, and telephone number

of individuals to whom notices and correspondence

concerning this Certificate should be addressed:

_____________________________________

_____________________________________

_____________________________________

_____________________________________

Officers' Certificate

  We, [names of President and Secretary of former mutual or other executive officers], as the [titles of executive officers], respectively, of [insert name of former mutual company], an Indiana stock insurance company duly converted from its previous form as a mutual insurance company in accordance with IC 27-15, and [insert names of parent company's executive officers, if applicable] as the [titles of executive officers], respectively, of [insert name of parent company], the parent company of [former mutual company], hereby certify as follows in accordance with 760 IAC 1-66-3.

1. [Institutional investor] organized under the laws of the State of ________, proposes to acquire beneficial ownership of 5% or more, but less than 10% of the shares of the [insert information on class of shares, [if any] shares of the voting securities of [former mutual or parent company], a former mutual insurance company [or parent company].

2. [Institutional investor] is not an "affiliate", as such term is defined in IC 27-1-23-1(b), of [former mutual company] or [parent company], and to the best of our knowledge, is acquiring the shares in the ordinary course of its business and is not acquiring those shares with the purpose or effect of changing or influencing the control, management, or policies of [former mutual company] or [any parent company]. The proposed purchase of shares would not cause or attempt to cause the substantial lessening of competition in any insurance market in the State of Indiana.

3. The boards of directors of [former mutual company] and [parent company] have approved such acquisition of shares by [institutional investor] or similar investors at meetings duly called and held on [date of meeting of former mutual company's board] and [date of meeting of parent company's board], respectively.

  IN WITNESS WHEREOF, we have executed this Certificate this [date] of [month], [year].

___________________

[Name], [Title]

[Name of former mutual]

___________________

[Name], [Title]

[Name of former mutual]

___________________

[Name], [Title]

[Name of parent company]

___________________

[Name], [Title]

[Name of parent company]

(Department of Insurance; 760 IAC 1-66-6; filed Aug 3, 2001, 4:38 p.m.: 24 IR 3987; readopted filed Nov 27, 2007, 4:01 p.m.: 20071226-IR-760070717RFA; readopted filed Nov 26, 2013, 3:43 p.m.: 20131225-IR-760130479RFA)