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CMBS – CMIA Merger

Transaction Summary

April 30, 2010

2

The Transaction – Share Contribution Followed by Subsidiary-Parent Merger

1. Currently, CMIC owns 100% of CMBS and CMIA.

On 5/30, CMIC contributes . CMBS stock to CMIA

2. Immediately following the contribution, CMBS is merged into CMIA

3. Final Structure

CMBS Stock

CUNA Mutual Insurance

Corp

(CMIC)

CUNA Mutual Business

Services, Inc.

(CMBS)

CUNA Mutual Insurance

Agency, Inc.

(CMIA)

Merge CMBS into

CMIA

CUNA Mutual Insurance

Corp

(CMIC)

CUNA Mutual Business

Services, Inc.

(CMBS)

CUNA Mutual Insurance

Agency, Inc.

(CMIA)

CUNA Mutual Insurance

Corp

(CMIC)

CUNA Mutual Insurance

Agency, Inc.

(CMIA)

3

Benefits of Restructuring

•Addresses a customer service issue – perceived inconsistent sales tax treatment for deposit document (CMBS Product) and lending document products (CMIS Product)

•Aligns the Deposit Document business with the Lending Document business within the CMIA legal entity

•Creates resource efficiencies - Elimination of entity reduces required financial reporting and tax compliance resources needs

4

Tax Treatment

• CMIC’s contribution of CMBS stock to CMIA qualifies for non-recognition treatment under IRC §351

• Merger of CMBS into CMIA qualifies qualifies as a tax-free subsidiary-parent merger under IRC §368(a)(1)(A)____

• CMIA assumes carryover basis

• CMBS tax attributes carryover to CMIA in accordance with IRC §381(c)(__)

5

Tax Risk Assessment

• Merger – Potential Continuity of business enterprise requirement (“COBE”) risk, which is viewed as a marginal risk, is addressed by structuring as a S-P merger.

• ___ (case) provides authority for recasting a failed S-P merger as a tax-free IRC §332 subsidiary liquidation

• Strong position for tax-free treatment in primary and secondary position.

• In the unlikely event the first and second position were successfully challenged and the transaction was deemed taxable upon exam, gain would be deferred under the provisions of Treas Reg §1.1502-13.

6

Financial Statement Treatment

• Contribution -

• Merger -