Section 760IAC1-66-7. Certificate of executive officers of institutional investor

   The certificate required under section 3 of this rule from the officers of an institutional investor 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 Institutional Investor]

An Institutional Investor under 760 IAC 1-66-2

organized in the State of ___________, who proposed to

Acquire Beneficial Ownership of 5% or more,

but less than 10% of the Shares of

[Name of Former Mutual Company],

an Indiana former mutual insurance company

[insert name and description of parent

company, if applicable]

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 two executive officers of institutional investor], as the [titles of executive officers], respectively, of [insert name of institutional investor], organized in the State of ________, hereby certify as follows in accordance with 760 IAC 1-66-3:

1. [Institutional investor] is an "institutional investor," as such term is defined in 760 IAC 1-66-2.

2. [Institutional investor] proposes to acquire beneficial ownership of 5% or more, but less than 10%, of the [insert information on class of shares, if any] shares of the voting securities of [former mutual or parent company whose shares are being acquired], an Indiana former mutual insurance company [or parent company].

3. [Institutional investor] will acquire such shares in the ordinary course of its business and not with the purpose or the effect of changing or influencing the control, management, or policies of [insert name of company whose shares are being acquired]. The proposed purchase of shares is solely for investment purposes and would not cause or attempt to cause the substantially lessening of competition in any insurance market in the State of Indiana.

4. [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].

5. [Institutional investor] agrees to notify the Indiana Insurance Commissioner ("Commissioner"), [former mutual company] and [parent company] in writing not less than twenty (20) business days before any change in the matters herein certified, and comply with any actions required by the Commissioner as a result of such change.

6. [Institutional investor] understands that this Certificate is part of a filing, required by 760 IAC 1-66-3, that is deemed approved by the Commissioner upon receipt by the Commissioner. However, [institutional investor] also understands that the Commissioner may, in accordance with 760 IAC 1-66-4, prohibit [institutional investor] from purchasing, or require that [institutional investor] divest itself of, shares that represent five percent (5%) or more of the shares of [former mutual or parent company]. [Institutional investor] agrees to comply with any orders issued by the Commissioner under applicable law or regulation.

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

___________________

[Name], [Title]

[Name of institutional investor]

___________________

[Name], [Title]

[Name of institutional investor]

(Department of Insurance; 760 IAC 1-66-7; filed Aug 3, 2001, 4:38 p.m.: 24 IR 3988; readopted filed Nov 27, 2007, 4:01 p.m.: 20071226-IR-760070717RFA; readopted filed Nov 26, 2013, 3:43 p.m.: 20131225-IR-760130479RFA)