STATE OF WASHINGTON Phone (3601 725-7000 INSUR~:-JCE CQ ... · policyholders through ProSelect. The Merger would, among other things, enable the Cover^'S group to (a) eliminate the

STATE OF WASHINGTON MIKE KREIDLER

STATE INSUR~:-JCE CQ!.!~.!iSS:OtiER

fil~··".~-·~·~

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' - = ;. - . ~ "C, I ~ ~~,.-

OFFICE OF

INSURANCE COMMISSIONER

September 27, 2017

William Pardee, Presiding Officer Office of the Insurance Commissioner PO Box 40255 Olympia, \VA 98504

Phone (3601 725-7000 wv.-w lllSUrarce wa gov

FILED iGll SEP 21 A b: =: I •

HEARINGS UHIT OFflCE O!'

INSUill<HCE CGX!l!S~!C~o?.

Re: Merger Transaction involving Washington Casualty Company merging with and into ProSelect Insurance Company.

Dear Judge Pardee:

Attached please find the OIC's initial submission of exhibits. Attached as Exhibit I is ProSelect Insurance Company, Washington Casualty Company, and MHA Insurance Company, (collectively "the Applicants"), Merger Document Filing and attached exhibits. Portions of the Applicants' Merger Application (Exhibit C-1 - Plan of Operation; Exhibit C-3 - Uniform Certificate of Authority Application) have not been included at this time because the documents contain proprietary information.

Please also find OIC Exhibit 2, Applicants' Request for a New Proposed Effective Date for the Merger of Washington Casualty Company with and into ProSelect Insurance Company, and the First Amendment to the Applicants' Agreement and Plan of Merger.

The OIC Company Supervision division is satisfied with the information provided m the Agreement and Plan of Merger and does not object to the new proposed effective date.

Resp~l~y,

1=vaU\_/ Insurance Enforcement Specialist

Cc: Erin Bagley, ProSelect Insurance Company; and Joseph Murphy, Washington Casualty Company One Financial Center, 13th Floor Boston, MA 0211 I

Ron Pastuch, Holding Company Manager, Company Supervision Division Toni Hood, Deputy Commissioner, Legal Affairs

t.lailmg Addcess P 0 Bo< 40255 •Olympia. WA 98504·0255 S1rea: Addrass· 5000 Cap1101 Blvd - Tumwa1er. WA 98501

IN THE MATTER OF THE PROPOSED MERGER OF: WASHINGTON CASUALTY COMPANY with and into PROSELECT INSURANCE COMPANY

OIC NO. 17-0245 / SIMBA NUMBER: 1489536

EXHIBIT 1

07-13-17 ProSelect Insurance Company, Washington Casualty Company, and

MHA Insurance Company, (collectively “the Applicants”), Merger Document Filing and attached exhibits

COVERYS July 13,2017

\TA OVERNIGHT AND ELECTRONIC MAIL

The Honorable Mike Kreidler Commissioner of Insurance Office of the Insurance Commissioner 5000 Capitol B!vd SE Tumwater, WA 98501

ATTN: Ron Pasluch, fRonPôic.wa.gov^

Re: Request for Approval of Merger of ProSelect Insurance Company (NAIC # 10638), MHA Insurance Company (NAIC U 33111) and Washington Casualtj- Company (NAIC # 42510);

Request to Amend Certificate of Authority' of ProSelect Insurance Company to Add Line of Insurance - UCAA Corporate Amendments Application, Section n

Dear Commissioner Kreidler:

ProSelect Insurance Company, a Nebraska-domiciled insurance company ('TroScIccr'), and MHA Insurance Company, a Michigan-domiciled insurance company ("MHAJC*'), and Washington Casualty Company, a Washington-domiciled insurance company ("WCC")) propose to merge pursuant to an Agreement and Plan of Merger (the "Merger Agreement"). MHAlC and WCC will merge with and into ProSelect, with ProSelect as the sur\'iving company (the "Merger")- On behalf of ProSelect, MHAIC, and WCC, we respectfully request the Washington Department of Insurance (the '"Department") to approve the Merger under Section 48.31.010 of the Washington Insurance Code. A draft of the Merger Agreement and Board approvals are attached as Exhibit A.

In connection with the Merger, as described in more detail below, ProSelect is also applying to the various slates as needed to amend its Certificate of Authority' to add lines of insurance to align with WCC's and MHAlC's authorized lines of business. In Washington, ProSelect's licensure is aligned with that of WCC and MHAIC; however, ProSelect is applying to add a line from its domestic state authorization. The UCAA Corporate Amendments, Section II is attached for your review. We specifically request that upon completion of your review of the UCAA Section I I , adding the additional line of insurance to ProSelect's Certificate of Authoritj' ("COA"), the COA be forwarded to ProSelect at the earliest possible time in order that ProSelect may make any required product form filings with Washington in advance of the subsequent Merger.

Set forth below is an overview and brief explanation for the Merger and the effect of the Merger upon ProSelect, MHAIC, and WCC.

0\'erview

The Merger is part of an internal restructuring of certain entities within the Coverv's group of companies, of which ProSelect, MHAIC and WCC are members. The restructuring will allow Cover>'s to realize significant corporate efHciencies in the legal entity structure without sacrificing flexibility or impacting policyholder sen'ices or the companies' cultures.

COVERYS One Financial Center j RO. Box 55178 j Boston, MA 02205-5178 | 800.225.6168 www.coverys.com

Medical Professional Muiual Insurance Company ProSelect Insurance Company ProSelect National Insurance Company. Inc.

MHA Insurance Company Washington Casualty Company

OIC EXHIBIT 1 - Page 1 of 49

COVERyS ProSelect, MHAIC, and WCC are 100% owned by ProMutual Group, Inc., a Massachusetts holding company. The Coverj's group believes it can improve its overall efficiency by discontinuing the operation of MHAIC and WCC as separately licensed insurers, and continue to serve MHAIC and WCC policyholders through ProSelect. The Merger would, among other things, enable the Cover 'S group to (a) eliminate the need to prepare multiple regulator ' filings and maintain reserves necessary for maintaining MHAIC and WCC's licenses in a combined nineteen (19) jurisdictions, and (b) streamline accounting, reporting and other systems. MHAIC is licensed to transact insurance in fifteen (15) states, WCC in five (5), widi licensure overlap in one state (Washington). ProSelect is licensed in all MHAIC and WCC-liccnsed states. Commencing as of the effective date of the Merger, MHAIC and WCC policyholders will, upon expiration of their policies, be offered the option to renew their policies with ProSelect.

Section 48.31.010 of the Washington Insurance Code provides that the Commissioner shall not approve a plan of merger unless, after a hearing, pursuant to notice as the Commissioner may require, he or she finds that it is fair, equitable, consistent with law. and that no reasonable objection exists.

Mechanics of the Merger

Pursuant to the Merger Agreement, NIHAIC and WCC will be merged with and into ProSelect, in accordance with Section 7604 of the Michigan Insurance Code, Section 48.31.010 of the Washington Insurance Code, and Section 44-224.04 of the Nebraska Insurance Code. The separate existence of MHAIC and WCC will thereupon cease, and ProSelect, as the sur\'iving entity, will continue its existence under the laws of its domiciliar\' State of Nebraska under the name ProSelect Insurance Company. ProSelect will continue its existence as a foreign insurer under the laws of the Stales of Michigan and Washington under its current name and continue to be 100% o\Mied by ProMutual Group, Inc.

Attached hereto as E.\hibits B-1 and B-2 are pre- and post-organization charts that set forth, in abbreviated form, the organization structure of the Coverys group before the Effective Time (as defined in the Merger Agreement) and the organization structure immediate after the Effective Time. Also attached are Exhibits C-1, C-2andC-3 consisting of ProSelect's Business Plan, Certificate of Compliance from Nebraska, and Pro Forma Financials. We are also surrendering the original Certificates of Aulhorit>' for Washington Casuali>' Company and MHA Insurance Company as Exhibits C-4 and C-5 respectively. It is anticipated that the Effective Time will be on or about October 1, 2017, subject to receipt of all regulator)' approvals and the completion of internal s\'Stems updates required to be made prior to the consummation of the Merger.

MHAIC and WCC policyholders will be informed regarding the Merger and will be advised that the Merger will not affect their policies or services currently provided by MHAIC and WCC.

Following the Merger, ProSelect will be the surviving entit>': all outstanding shares of MJHAIC and WCC will be cancelled without consideration and retired, and ProMutual Group, Inc. will continue to hold all of the shares of ProSelect as the sun'iving entity. As a result of the Merger, all previous MHAIC and WCC liabilities will be assumed by ProSelect and any agreements between MHAIC, WCC, and their affiliates will be terminated in accordance with their terms.

COVERYS One Financial Center j RO.Boix 55178 j Boston. MA 02205-5178 ] 800.225.6168 www.coverys.com

Medical Professional Mutual Insurance Company ProSelect Insurance Company ProSelect National Insurance Company. Inc.

MHA Insurance Company Washington Casualty Company


COVERYS Thank you for your attention to this matter. I can be reached at (617) 428-9844 or aseggeTman<g?covcrv5.com should additional infonnation be bdpfuL

Regards,

AnneB, Seggennan Senior Regalatory Counsel

EncL

Cc: Jeanette Smith, Kntalc Rock .

COVERYS One Finandal Center | RO.Box55I78 | Boston. MA 02205-3178 | 8O0.225.6l68 wvrw.c0very9.com

•' al: ottisii vnifKirrv ' • • t fmuiuinr Cumfxjny •' '• - Inc.

'•>}' ' i.nnipanv \ • . . • . i .


Request for Approval of Merger of ProSelect Insurance

Company (NAIC #10638), MHA Insurance Company

(NAIC #33111) and Washington Casualty Company

(NAIC #42510)


Eihibit A

Agreement and Plan of Merger

(see attached)


AGREEMENT AxND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (this ' Agreement"), dated as of June 22, 2017, is by and among ProSelect Insurance Company, a slock insurance company organized under the laws of the Stale of Nebraska ("ProSelect"), MHA Insurance Company, a stock insurer organized under the laws of the Slate of Michigan ("MHA Insurance"), and Washington Casualty Company, an incorporated stock insurer organized under the laws of the Stale of Washington ("Washington Casualty").

WTTNESSETH:

WHEREAS, ProSelect, MHA Insurance and Washinglon Casualty have determined thai it would be in their respective best iniercsts and the best interests of their shareholder for MHA Insurance and Washington Casualty id merge with and into ProSelect, with ProSelect being the sur\'iving entity, in a transaction structured to qualify as a tax free reorganization under Section 368(a)(1)(A) of the Internal Revenue Code of 1986, as amended, and to effect the transactions contemplated by this Agreement;

WHEREAS, ProSelect has one hundred thousand (100,000) shares of a single class of common slock oustanding (the "ProSelect Shares") and each of the ProSelect Shares is entitled to vote on the Merger; MHA Insurance has twenty thousand (20,000) shares of a single class of common stock oustanding (the "MHA Insurance Shares") and each of the MHA Insumace Shares is entitled to vote on the Merger, and Washington Casualty has three hundred thousand (300,000) shares of a single class of common stock outstanding (the "Washington Casualty Shares") and each of the Washington Casualty Shares is entitled to vote on the Merger; and

WHEREAS, in furtherance thereof, the respective Boards of Directors and the sole shareholder of each of ProSelect, MHA Insurance and Washington Casualty have duly approved the merger of MHA Insurance and Washington Casualty with and into ProSelect upon the terms and subject to the conditions of this Agreement (the "Merger");

NOW, THEREFORE, in order to effect the transactions contemplated by this Agreement and in consideration of the premises and the mutual covenants and agreemems herein contained, the parties agree as follows:

Section 1. The Merger.

(a) Upon the terms and subject to the conditions of this Agreement, at the Effective Time (as defined in Section 1(b)) and in accordance with the provisions of this Agreement, the Nebraska Insurance Code (the "NEIC"), the Michigan Insurance Code (the 'TvIIIC"), the Washington Insurance Code (the "WAIC"), the Nebraska Model Business Corporation Act (the "NEMBCA"), the Michigan Business Corporation Act (the "MTBCA"), and the Washington Business Corporation Act (the "WABCA"), MHA Insurance and Washington Casualty shall be merged with and into ProSelect in accordance with Section 44-224.04 of the NEIC, Section 7604 of the MIIC, Section 48.31.010 of the WAIC, Section 21-2,162 of the NEMBCA, Section 450.1735 of the MIBCA and Chapter 23B.11.010 of the WABCA, and the separate existence of


MHA Insurance and Washington Casualty shall thereupon cease, and ProSelect, which shall be and which is hereinafter sometimes referred to as the "Surviving Company," shall continue its corporate existence under the laws of the State of Nebraska under the name "ProSelect Insurance Company," with its principal office located at 11605 Miracle Hills Drive, Suite 200, Omaha, NE 68154-4467. ProSelect is licensed to transact the business of insurance in the State of Nebraska, the State of Michigan and the Stale of Washington.

(b) Subject to the receipt of all required approvals, including, but not limited to, the approval of the Director of the Department of Insurance of the State of Nebraska (the "Nebraska Director"), the Director of the Department of Insurance and Financial Services for the Stale of Michigan (the "Michigan Director") and the Commissioner of the Washington State Office of the Insurance Commissioner (the "Washington Commissioner"), the Merger shall become effective at 12:01 a.m. on October 1, 2017 or as soon thereafter as regulatory approval is received (the "Effective Time").

(c) From and after the Effective Time, the Merger shall have all of the effects set forth in the NEIC. Without limiting the generality of the foregoing, and subject thereto, by virtue of the Merger and in accordance with the NEIC, all of the properties, rights, privileges, powers, and franchises of ProSelect, MHA Insurance and Washington Casualty shall vest in the Surviving Company and all of the debts, liabilities and duties of ProSelect, MHA Insurance and Washington Casualty shall become the debts, liabilities, and duties of the Surviving Company. All policies of insurance issued by either ProSelect, MHA Insurance or Washington Casualty Insurance shall, as of the Effective Time, become policies of insurance of the Surviving Company.

(d) The articles of incorporation of ProSelect attached hereto as Exhibit A shall be the articles of incorporation of the Surviving Company from and after the Effective Time until thereafter amended in accordance with the provisions thereof and the NEIC.

(e) The by-laws of ProSelect shall be the by-laws of the Surviving Company from and after the Effective Time until altered, amended or repealed as provided therein or in the articles of incorporation of the SurviWng Company and the NEIC.

(f) As of the Effective Time, the Board of Directors and the officers of the Surviving Company shall be the then serving directors and officers of ProSelect, to serve until the earlier of resignation or removal of any such individual or until their respective successors are duly elected and qualified, as the case may be.

Section 2. Treatment of Shares.

(a) None of the ProSelect Shares shall be affected by the Merger, and each of the ProSelect Shares shall continue to be outstanding at and after the Effective Time without any change and shall continue as a share of the Surviving Corporation.

(b) At the Effective Time, all of the MHA Insurance Shares and all of the Washington Casualty Shares shall be cancelled without consideration and retired and shall cease to exist


Section 3. Conditions Precedent to Merger. The respective obligations of ProSelect, MHA Insurance and Washington Casualty to effect the Merger shall be subject to the satisfaction of the following conditions:

(a) In accordance with Section 21-2,164 of the NEMBCA, Section 450.1703a of the MIBCA, Section 23B. 11.030 of the WABCA and the organizational documents of ProSelect, ^ MHA Insurance and Washington Casualty, as applicable, this Agreement shall have been approved ^ and adopted by the affirmative vote representing not less than a majority of the ProSelect Shares, I a majority of the MHA Insurance Shares and two-thirds of the Washington Casualty Shares. •

(b) All consents, authorizations, orders and approvals of (or filings or registrations | with) any governmental authority including, but not limited to, the Nebraska Director, Michigan i Director and Washington Commissioner, required in connection with the execution, delivery and ) performance of this Agreement shall have been obtained, including, but not limited to, the filing j of: I

I (i) Articles of Merger, in substantially the form attached hereto as Exhibit B, with '

the Secretary of State of the State of Nebraska; I

(ii) a Certificate of Merger, in substantially the form attached hereto as Exhibit C, with the Corporations, Securities & Commercial Licensing Bureau of the Department of Licensing and Regulatory Affairs of the State of Michigan; and

(iii) Articles of Merger, in substantially the form attached hereto as Exhibit D, with the Secretary of State of the Stale of Washington.

(c) All authorizations, consents, waivers and approvals fix)m parties to contracts or j other agreements to which ProSelect, MHA Insurance or Washington Casualty is a party, or by j which any is bound, as inay be required to be obtained by them in connection with the performance | of this Agreement, for which the failure to obtain would prevent or alter the effect of the j consummation of the Merger or would be material to the Surviving Company, shall have been j obtained. |

(d) No court, agency, or other authority shall have issued any order, decree or judgment i to set aside, restrain, enjoin or prevent the Merger and no staUite, rule, regulation, executive order, ^ decree or injunction shall have been enacted, promulgated or enforced by any United States court j or governmental authority of competent jurisdiction which prohibits the consummation of the ; Merger. I

(e) No litigation shall be pending which seeks to enjoin, prohibit or in any way restrict the consummation of the Merger, or alter tlie effect thereof

Section 4. Further Assurances. From time to time, as and when requested by ProSelect, NIHA Insurance and Washington Casually shall execute and deliver or cause to be executed and delivered all such other instruments, and shall take or cause to be taken all such further or other actions, as ProSelect may deem necessary or desirable in order to vest in and


confirm to the Surviving Company and its successors and assigns, title to and possession of all the properties, rights, privileges, powers and franchises referred to in Section 1(c) hereof and otherwise to carry out the intent and purposes of this Agreement. From lime to time, as and when necessary, the Surviving Company shall execute and deliver or cause to be executed and delivered all such other instruments, and shall take or cause to be taken all such further or other actions as are necessary or desirable in order to assume or otherwise comply with the outstanding debts, liabilities, duties or other obligations of MHA Insurance or Washington Casualty.

Section 5. Goveminu Law. This Agreement shall be governed and enforced by, interpreted, and construed in accordance with the laws of the State of Nebraska without regard to its rules regarding conflicts of law.

Section 6. Binding Aueement; No Third Partv Beneficiaries. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. This Agreement is not intended to confer upon any person other than the parties hereto any rights or remedies hereimder.

Section 7. Amendments. At any lime before or after the approval and adoption of this Agreement by the sole shareholder of ProSelect, MHA insurance and Washington Casualty, but. prior to the Effective Time, this Agreement may be amended in matters of form or substance, or supplemented by additional agreements, articles or certificates, to the extent permitted by, the NEIC, MIIC, WAIC, and any other applicable governmental authority, as may be determined in the judgment of the Boards of Directors of ProSelect, MHA Insurance and Washington Casualtj' to be necessary, desirable or expedient to clarify the intention of the parties hereto or to effect or facilitate the filing, recording or official approval of this Agreement and the consimunation hereof and the Merger provided for herein, in accordance with the purpose and intent of this Agreement. Notwithstanding the foregoing, subsequent to approval of this Agreement by the shareholder of ProSelect, this Agreement may not be amended to change (i) the amount or kind of shares or other securities, eligible interests, obligations, rights to acquire shares, other securities, or eligible interests, cash, or other property to be received "under the Agreement by the shareholders of ProSelect- MHA Insurance or Washington Casualty; (ii) the articles of incorporation of the Surviving Entity, except for changes permitted by Neb. Rev. Slat. § 21-2,154 or by comparable provisions of the organic laws of State of Michigan or the State of Washington; or (iii) any of die other terms or conditions of the Agreement if the change would adversely affect the shareholders of ProSelect, MHA Insurance or Washington Casualty in any material respect.

Section 8. Termination and Abandonment. At any time prior to the Effective Time, the Boards of Directors of ProSelect, MHA Insurance and Washington Casualty niay cause the Merger and the transactions contemplated by this Agreement to be abandoned or delayed if such Boards determine that such abandonment or delay would be in the best interests of ProSelect, MHA Insurance and Washington Casually and their sole shareholder. In the event of the termination and abandonment of this Agreement and the Merger pursuant to the preceding sentence, this Agreement shall become void and have no effect, without any liability on the part ofProSelect, MHA Insurance or Washington Casualty or their shareholder, directors or officers in respect thereof


Section 9. No Compensation In Connection With Meraer. No director or officer of ProSelect, MHA Insurance or Washington Casualty or any parent corporation or subsidiary corporation shall receive any fee, commission, compensation or other valuable consideration (other than regular salary or other compensation earned in carrying out his or her normal duties), directly or indirectly, for aiding, promoting or assisting in the Merger.

Section 10. Interpretation: Descriptive Headings.

(a) For purposes of this Agreement, the words "hereof," "herein," "hereby," and other words of similar import refer to this Agreement as a whole unless otherwise indicated. Whenever the singular is used herein, the same shall include the plural, and whenever the plural is used herein, the same shall include the singular, where appropriate.

(b) The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or affect the meaning or interpretation of this Agreement.

I Section 11. Coimteniarts. This Agreement may be executed by the parties thereto in

separate counterparts, each of which when so executed and delivered shall be an original, but all such coimterparts shall together constitute one and the same instrument.

Section 12. Expenses. In the event that the Merger is not effectuated, each of ProSelect, MHA Insurance and Washington Casualty shall be responsible for all expenses in respect'of this Agreement incurred by or attributable to h.

[Signature Page Follows]


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized officers as of the date first above written.

PROSELECT INSURANCE COMPANY

By: Name: Gfeg^ Title: Chief Executive Officer and President

MHA INSURANCE COJWPANY

IT- ^ Name: Gregg~tr Title: ChiefExecutive Officer and President

WASHINGTON CASUALTY COMPANY

By: Name: Oregg-fcT Title: Chief Exectitive Officer and President


Exhibit A

Articles of Incorporation of ProSelect Insurance Company

(sec attached)

4845-4726-8423.6


STATE OF NEBRASKA United States of America, State of Nebraska

ss. Secretary of State State Capitol Lincoln, Nebraska

I, John A. Gale, Secretary of State of the State of Nebraska, do hereby certify that

P R O S E L E C T INSURANCE COMPANY

a Nebraska Corporation incorporated on September 22, 2016 filed Amended and Restated Articles of Incorporation on September 22, 2016.

I further certify that attached is a true and correct copy of the above mentioned Restated Articles of Incorporation.

7?i/s certificate is not to be construed as an endorsement, recommendation, or notice of approval of the entity's financial

condition or busiriess activities and practices.

In Testimony Whereof, I have hereunto set my hand and

affixed the Great Seal of the State of Nebraska on this date of

September 23, 2016

Secretary of State


1 0 0 1 A O e 3 7 a Pes- 3

F i l e d ; 0 9 / 2 2 / 2 0 ( 6 Q I ; 1 9 Pfl

AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF

PROSELECT ns'SURANCE COMPANY

The undersigned does hereby cenify that ProSelect Insurance Company (the "corporation") has surrendered its Articles of Organization in the Conimonweallh of Massachusetts and is domesticating to the State of Nebraska to become a domestic corporation pursuant to the provisions of the Business Corporation Act of the State of Nebraska (the "BCA"). The corporation hereby amends and restates its Articles of Incorporation in their entirety pursuant to Section 21 -20, 122 of the BCA and Section 44-231 of the Insurance Code of the Slate of Nebraska.

FIRST: The corporate name for the corporation is ProSelect Insurance Company.

SECOND: The number of shares the corporation is authorized to issue is 1,000,000, all of which are of a par value of thirty (S30) dollars each and are of the same class and

are common shares.

THIRD: %e-sti i-addFess-oC-ihe-iniiiaUEgjstercd-of ee-oPthe-corporation4n^ .Siaie4>£^€bFaska4s4+6e5ivtTTaclrHil^ —

The name and address of the initial registered agent of the corporation is Vickie Williamson located at CT Corporation System, 5601 South 59th Street, Lincoln, NE 68516.

The principal office of the corporation in (he State of Nebraska is 11605 Miracle Hills Dr., Sie 200 Omaha, Nebraska 68154-4467.

FOURTH: Tlie names and addresses of the Board of Directors, which shall not be less than five (5) persons, are:

NAME ADDRESS

Gregg L. Hanson One Financial Center, 13th Floor, Boston, MA 02111 Richard G. Hayes One Financial Center, 13th Floor, Boston, MA 02111 Joseph G. Murphy One Financial Center, 13ih Floor, Boston, MA 0211] Mary L. Ursul 3100 West Road, Building 1, Suite 200, East Lansing, Ml 48823 Lynnette M. Maiza 11605 Miracle l lills Dr., Ste 200 Omaha, Nebraska 68154

STATE OF NEBRASKA NEBRASKA DEPT INSURANCE ] DEPARTMENT OF INSURANCE

SLP OS 2016 28 2016

Tentative Approval APPROVED NOT FINAL OIC EXHIBIT 1 - Page 14 of 49

Mi' l H: The purpose of the corporation is to engage in the following business activities:

To make contracts of insurance and indemnity, to reinsure and accept reinsurance of any portion thereof and to transact the following kinds of insurance and indemnity business: (a) to insure any person against legal liability for the death, injury, or disability of any person, for injury or damage to any person, or for damage to property pursuant to Section 44-201(10) of the Insurance Code of the State of Nebraska; (b) to issue such other form or forms of insurance coverage not contrary to law as the Director of Insurance in his or her discretion may authorize and license pursuant to Sections 44-201 and 44-202(1) of the Insurance Code of the State of Nebraska; (c) to reinsure risks of every kind or description and to write any and all kinds of insurance other than policies of life and endowment insurance contracts for the payment of annuities and pure endowments, pursuant to Section 44-202(1) of the Insurance Code of the State of Nebraska; and (d) to engage in such other business or businesses as are authorized by Section 44-201(2) of the Insurance Code of the State of Nebraska.

SIXTH: Meetings of the stockholders of the corporation may be held within or outside the State of Nebraska.

SEVENTH: A director shall not be liable to the corporation or its policyholders for monetary damages for any breach of fiduciary duty as a director, except to the extent that the elimination or limitation of liability is not permitted under the BCA as in effect whtn such liability is determined. No amendment or repeal of this provision shall deprive a director of the benefits hereof with respect to any act or omission occurring prior to such amendment or repeal.

EIGHTH: Except as otherwise determined by the Board of Directors from time to time, the fiscal year of the corporation shall end on the last day of the month of December of each year.

NINTH: The corporation may be a partner in any business enterprise which the corporation has power to conduct by itself.

TENTH: The by-laws may provide that the directors may make, amend, or repeal the by-laws in whole or in part, except with respect to any provision thereof which by law, these Amended and Restated Articles of Incorporation, or the by-laws, requires action by the stockholders. The by-laws may provide for approval of policyholders divictends by the Board of Directors.

ELEVENTH: The period of duration of the corporation is perpetual.

TWELFTH: The corporation shall have and exercise all powers and rights conferred upon corporations by the BCA and any enlargements of such powers and rights conferred by subsequent legislative acts or acts of the voters of the State of Nebraska; the corporation shall have and exercise all powers and rights, not otherwise denied corporations by the laws of the State of Nebraska or by

8440598&.4


these Articles of Incorporation, as are necessary, suitable, proper, convenient, or expedient to the attainment of the purposes set forth in Article V.

Signed on May 25, 2016

Greg'^m Chief Exwmê Officer & President, Chair

64405986.4


Exhibit B

Nebraska Articles of Merger

(see attached)

4845-4726-8423.6


ARTICLES OF MERGER OF

WASHINGTON CASUALTY COMPANY AND

MHA INSURANCE COMPANY WITH AND INTO


Pursuant to ihe provisions of Section 21-2,166 of the NebrBska Model Business Corporation Act (ihe "Act"), ProSelect Insurance Company, a Nebraska slock insurance company, MHA Insurance Company, a Michigan stock insurer, and Washington Casualty Company, a Washington incorporated stock insurer, submit these Articles of Merger for filing with ihe Secretary of State of the Slate of Nebraska.

1. Constituent Organizations. The names of the constituent corporations are ProSelect Insurance Company, a Nebraska stock insurance company ("ProSelect"), MHA Insurance Company, a Michigan stock insurer ("MHA Insurance"), and Washington Casualty Company, a Washington incorporated stock insurer ("Washington Casualty"). MHA Insurance and Washington Casualty desire to merge with and into ProSelect, and ProSelect shall be the surviving entity. The sur\'iving entity shall be governed by the laws of the Slate of Nebraska and shall be named ProSelect Insurance Company.

2. Articles of Incorporation. The articles of incorporation of ProSelect (the "ProSelect Articles") shall remain the articles of incorporation of the sur\'iving corporation.

3. Approval. The sole shareholder of ProSelect has duly approved the merger in accordance with the provisions of the Act and the ProSelect Articles.

4. Authorization. The participation of MHA Insurance Company in the merger was duly authorized as required by the Michigan Business Corporation Act, and the participation of Washington Casually Company in the merger was duly authorized as required by the Washington Business Corporation Act.

5. Effective Dale. These Articles of Merger shall be effective at 12:01 a.m. on October 1,2017, or as soon thereafter as regulatory approval is received.

[Signature Page follows]


IN WITNESS WHEREOF, the undersigned have caused these Articles of Merger to be executed as of June 22, 2017.


Title: ChiefExecutive Officer and President

MHA INSURANCE COMPANY

By: Name: Gr^gtfCTmrtôn Title: Chief Executive Officer and President


By: ;/ I ... Name: Gregg'L. 1 Title: Chief Escctltive Officer and President


Exhibit C

Michigan Certificate of Merger

(see attached)

4345-4726-8423.6


CERTinCATE OF MERGER OF


MHA INSU*RANCE COMPANY WITH AND INTO


Pursuant to the provisions of Section 735 and Section 701 through 707 of the Michigan Business Corporation Act (the "Act"), ProSelect Insurance Company, a Nebraska stock insurance company, MHA Insurance Company, a Michigan stock insurer, and Washington Casualty Company, a Washington incorporated slock insurer, submit this Certificate of Merger for filing with the Corporations, Securities & Commercial Licensing Bureau of the Department of Licensing and Regulatory Affairs of the State of Michigan.

1. The names of the constituent corporations are ProSelect Insurance Company, a Nebraska stock insurance company ("ProSelect"), MHA Insurance Company, a Michigan stock insurer ("MHA Insurance"), and Washington Casualty Company, a Washington incorporated stock insurer ("Washington Casualty"). MHA Insurance and Washington Casualty desire to merge with and into ProSelect, and ProSelect shall be the siuîving entity. The surviving entity shall be named ProSelect Insurance Company and will be governed by the law of the State of Nebraska

2. ProSelect has one hundred tiiousand (100,000) shares of a single class of common stock oustanding (the "ProSelect Shares") and each of the ProSelect Shares is entitled to vote on tiie Merger. MHA Insurance has twenty thousand (20,000) shares of a single class of comrhon stock oustanding (the "MHA Insurance Shares") and each of the MHA Insurance Shares is entitled to vote on the Merger. Washington Casualty has three hundred thousand (300,000) shares of a single class of common slock oustanding (the "Washington Casualty Shares") and each of the Washington Casualty Shares is entitled to vote on the Merger.

3. None of the ProSelect Shares shall be affected by the Merger, and each of the ProSelect Shares shall continue to be outstanding at and after the effective time of the Merger without any change and shall continue as a share of the surviving corporation. At the effective lime of the Merger, all of the MHA Insurance Shares and all of the Washington Casually Shares shall be cancelled without consideration and retired and shall cease to exist.

4. The Agreement and Plan of Merger was adopted by the board of each constituent corporation in accordance with Section 701 of tiie Act.

5. The Agreement and Plan of Merger will be furnished by the surviving corporation, on request and without cost, to any shareholder of any constituent corporation.

6. The Agreement and Plan of Merger was approved by the sole shareholder of MHA Insurance in accordance with Section 703a of the Act.

7. Each constituent corporation has complied with the applicable provisions of the law of the jurisdiction where it is organized.


8. This Certificate of Merger shall be effective at 12:01 a.m. on October 1, 2017, or as soon thereafter as regulatory approval is received.

IN WITNESS WHEREOF, the undersigned have caused this Certificate of Merger to be executed as of June 22,2017.


By: _ Name: Gregg L.. Title: ChiefExecutive Officer and President

MHA INSURANCE COMPANT

Title: Chief Executive Officer and President


By: . , ^. . .^ Name: (Jreu:gJ-<4JJ nson Title: Chief ExcciTtive Officer and President


Exhibit D

Washington Articles of Merger

(see attached)

4845-4726- 123.6


ARTICLES OF MERGER OF


MHA INSURANCE COMPANY WITH AND lOTO


Pursuant to the provisions of Section 23B.11.090 of the Washington Business Corporation Act (tiie "Act"), ProSelect Insurance Company, a Nebraska stock insurance company, submits these Articles of Merger for filing with the Secretary of Slate of the State of Washington.

1. Constituent Oruanizations. The names of the constituent corporations are ProSelect Insurance Company, a Nebraska stock insurance company ("ProSelect"), MHA Insurance Companyj a Michigan stock insurer ("MHA Insurance"), and Washington Casualty Company, a Washington incorporated stock insurer ("Washington Casualty"). MHA Insurance and Washington Casualty desire to merge with and into ProSelect, and ProSelect shall be the surviving entity. The surviving entity shall be governed by the laws of the Stale of Nebraska and shall be named ProSelect Insurance Company.

2. Agreement and Plan of Merger. A copy of the Agreement and Plan of Merger is attached hereto as E.xhibit A.

3. Shareholder Approval. The Merger was duly approved by the shareholders of each constituent corporation pursuant to Section 23B. 11.030 of the Act.

4. Effective Pate. These Articles of Merger shall be effective at 12:01 a.m. on October 1, 2017, or as soon thereafter as regulatory approval is received.

[Signature Page follows]


IN WITNESS WHEREOF, the undersigned has caused these Articles of Merger to be executed as of June 22,2017.


Titie: Chief Executive Officer and President


M a d k d C n r i n n o n a l Uutuiri InsurunrA C a m p a r i F-tIM- 04.2S05783

NAtC C o n p f n y Codo, 10200 NAIC Group Codtt. 111>4

UA

fronutuol Gra>4). inc. lOOH

FCIM 04.3204/// MA

P i d r t i e d P n t n a k v u r i i n t u r w K i CoTTVinny

iocm hCIN 47-0680077

hWJCCixnpunyCodo 30234 NAJCQreup Cooo: 1)^4

NG

Pttymldms Cof i iuCBni i . Inc. 100%

FEIN 4 7 . 0 7 5 M 1 I NC

P i e l u i M P H r f o u u n o i RRG FCIM. 4 e - t f « 3 a 5 4

NAIC Componv Coda: I 4 0 t 9 DC

ProSf l led h w i r a n c a Convony 100%

FEIN^ 04-1012400 NAIC C o n ^ w t v Codo. 10630

NAtC Gnpup Codo: 1IS4 NE

MHA i n i u a n c a Company 100%

TFON 3A-7107474 NAIC Con^KHiy Codo 33111

NAIC GnM> Coda U S 4

Ml

W a i h l n f f on C n a j n t y Campany 100%

FblN^ D1> 1483810 NAIC Componv Codo: 42510

N A i C G m u p C o d o 1154 VUA

C o m y i S p e d ^ I m u B n o o

100% F r i N - 47.2800307

N A K : C o m p t » Y C o d n . 15080 NAICOtoup Codn: 1154

NJ

P io tA iU i i i SduUuns I n i u m n c s C o m f o n y

100% FFIN ' 7a5744578

MAJC ConxMmy Coda. 12 /22 NAIC Group Codo. 11&4

V t

d o M i l u s I I raurnnc* Agency, ^f*^ 100%

F61N 04-3311041 MA

C o M x y i I nwranoa Scfvir.cs. Inc. 100%

FF IN 38 3230347 U l

C a [ A r i Rt*k SokjOais, A SoOf Oflotod Port to io C o m p « i y

100% FEIN, AA-3 /70262

C Y H

PioSfriBCt HatjonBl I m u n o c o C o m f m Y . m c

100% F O N 40 0516014

NAIC C o m p w v C o d * 20400 NAIC Group Coda 1154

AZ

Tho n b h MaiagefTcn l and PDlinm Satety ImUtuto. Inc

100% FEIN Z0-4/Q3631

L L U QjKhanaa. Inc. 100%

r C I N 52-1785827 MD

Mod 10. LLC 100%

F D N 20-3005577 M D

M R M G r o u p . LLC 100%

F C t N 34.1968503 C t

C o M r y a R R C , I n c F U 1 N - 4 S W 7 2 0 0

NAtC COfTpany Coda. 14100 NAIC Group Codo. 1154

DC

C o v w y t C o m m D l t y H e u U n v D F n n l D l l o n . Inc.

100% FE IN 40 3884645

C o ^ m y i Kotoarcr i and Omvtopmof i t C o p o m t i o n

I0O% FE IN 48-3823800

hlA

Archway Modlh Hitdhgs. LLC 30%

TEIN- 4T.4351735 X.

Sl ra lq j l c Rhk Sotrt lons, Inc. 2 5 %

F E I N 04 3190001 PL


Modical Ptotoulonal Mutual Inauoinca Company FEIN: 04.2^5783

NAIC Compony Codo: 10208 NAIC Group Cod«; 1154

MA

Pfomwunl G'oup. Inc. 100%

FEIN: 04 3294777 MA

Ptaloirod Pfoloutona) Imnrnnco Cotnporry

100% FEIN: 47-05809/7

NAIC Company Coda; 3C234 MAIC Group Coda: 1154

NE

PFiyslclDns Conaitunt i , Inc. 100%

FEIN; 47-075G41? NE

PmfWoa imumnco Compnny 100%

FFIN: 04-1012400 NAIC CofTifKuir Codo' 10638

NAIC Qftiup Codo: 1154 NE

ProSafoa hJnilnnnl Insuranco Company, Inc.

100% FEIN: 480516614

NAIC CoTifMny Codo: 20400 NAIC Group Coda: 1154

AZ

Pralatrod Protosslonal RRG FEIN;4G-1S83e54

NAIC Company Codo: 14Pig DC

Covoryi npodatty Insuranco Company

100% FEIN: 47-2G0O307

NAIC Company Codo: 1SGBQ NAIC Group Codo: 1154

NJ

ProMutual SoKjttona Irvuianca Company

100% FEIN: 20-5744578

NAIC Company Codo: 12722 NAIC Group Cod*: 11&4

VT

PfoMulual Inûranc* Agoncy, Inc 100%

FEIN: 04-3311841 UA

Coverys tnsuranca Soivtcoi, Inc. 100%

FEIN: 383239347 Ml

Caplial Risk Solullons, A Sogteootod Portlolia Conipany

100% FEIN: AA-37702G2

CYU

Tha RlsX Mana0omcfli and Pailont Soraiy tmrtuto. Inc.

100% FEIN: 20'47fi3a3i

Ml

ELM Eichanpa, Inc 100%

FEIN:i]2-17B582/ MD

M ' l Q . L L C lOO%

(-EIN: 20-300557/ MD

MRM Group. LLC 100%

FFIN: 34-igBa503 CT

Coworyo RRG, Inc. FEIN: 45-3007290

NAIC Compony Codo: 14160 NAIC Group Cod*; 1154

DC

CowrvB Communlry Hoatincnio Foundaitan, Inc.

100% FEtN; 40-3884045

UA

CovoryB Raionrch and Davotopmanl Corporation

100% FEIN:46'3B23608

MA

Arctiway Hcalih Ho ld l r^ . LLC 44%

FEIN: 4/-4351735 DE

Strotoglo Rlik Safuttona. Inc. 25%

FEIN:04.31DS0gi FL

Note: Projoctod Post-Morgor Legal Emily Chart As of Juno 1, 2017


STATE OF NEBRASKA DEPARTMENT OF INSURANCE

CERTIFICATE OF COMPLIANCE July 11,2017

i , BRUCE R. RAMGE, Director oflnsurance for the State of Nebraska, being

the official charged by law with the supervision of insurance in said state, do

hereby certify that the PROSELECT INSURANCE COMPANY, a Nebraska

insurance corporation, is duly organized under the laws of this State and that said

company has complied with all the requirements of the laws of this State and that

it is authorized to issue policies and transact the business of insurance as described

by subsection(s) 04, 05, 07, 08, 10, 11, and 18 of Section 44-201 of the Nebraska

Statutes.

1 hereto subscribe my name under the seal of my office at LincoUi. Nebraska.

DIRECTOR OF INSURANt


STATE OF WASHINGTON

OFFICE OF INSURANCE COMMISSIONER

No. 1326

/, MIKE KREll)LER. State Insurance Commissioner, do hereby certify that I am the state official charged with the general control and supervision of all insurance business (except State Workers' Compensation) transacted in the State of Washington and charged with the administration of the laws relating to insurance in said jurisdiction, and that this office is a department of record, having custody of original documents.

I FURTHER CERTIFY Tfiat WASHINGTON CASUALTY COMPANY, Maple Valley. Washington, was duly organized and incorporated under the laws of the State of Washington, and, having complied with the requirements of said laws, has been authorized since July 2. 1990 to issue policies and transact the business of General Casualty insurance as defined in RCW. 48.11.070 of the Insurance Code of the State of Washington.

Rs^ WTTNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the Insurance Commissioner of the State of Washington, this 26^ day of October. 2010.

MIKE KREIDLER Insurance Commissioner

\ x'By:

Dcpuiy Insunncc Coiranissioner


AMENDED No. 251342

Certificate of Authority

THIS IS TO CERTIFY. That

STATE OF WASHINGTON INSURANCE COMMISSIONER

OLYMPIA

MHA INSURANCE COMPANY East Lansing, Michigan

organized under the laws of MICHIGAN presented satisfactory evidence of compliance with the Insurance Code of the State of Washington and is therefore granted this Certificate of Authority, authorizing the company, subject to all provisions of this Certificate, to transact the fdllowing classes of insurance:

General Casualty

as such classes are now or may hereafter be defined in the Revised Code of Washington.

THIS CERTIFICATE is expressly conditioned upon the holder being and remaining

in full compliance with, and not in violation of, all of the applicable laws and lawful

requirements made under authority of the laws of the State of Washington.

THIS CERTIFICATE will be automatically revoked upon failure to annually apply for

renewal or pay the statutory fee for renewal.

THIS CERTIFICATE IS NOT TRANSFERABLE WITHOUT THE PRIOR WRITTEN

CONSENT OF THE COMMISSIONER.

IN WITNESS WHEREOF, effective as of the 9th day

of December, 2005,1 have hereunto set my hand

and caused my official seal to be affixed this 14th day of

March, 2014.

Mike Kreidler Inswance Cojnmlssioter

têpujy Insurancr Commissioner

Moved from Lar.slnQ to East Laming

EXHIBIT


WRITTEN CONSENT OF THE r

BOARD OF DIRECTORS i OF

PROSELECT INSURANCE COMPANY -

As ofJune 22,2017 *

The undersigned, being all of ihe members of the Board of Directors (the "Board") of -ProSelect Insurance Company, a Nebraska stock insurance company (the "Corporation"), acting pursuant to Section 21-296 of the Nebraska Model Business Corporation Act, hereby adopt the following resolutions by written consent in lieu of a meeting:

WHEREAS, the Board has been presented with an Agreement and Plan of Merger by and among the Corporation, MHA Insurance Company ("MHA Insurance"), and Washington Casualty Company ('"Washington Casualty"), substantially in the form attached hereto as E>chibit A (the ^ "Merger Agreement"), pursuant to which MHA Insurance and Washington Casualty would be f" merged with and into the Corporation, with the Corporation continuing after the merger as the surviving corporation (the "Merger");

WHEREAS, the Board has reviewed the Merger Agreement, and all other material related documents, agreements, instruments and certificates as appropriate, and has had an opportunity to inquire and ask questions regarding the Merger; and

WHEREAS, the Board has determined that it is advisable and in the best interests of the Corporation and its sole stockholder for the Corporation to enter into the Merger Agrt ment and to consummate the Merger.

NOW, THEREFORE, IT IS HEREBY RESOLVED, that the Merger Agreement and the Merger to be consummated" in accordance therewith, is hereby approved, authorized and adopted;

FURTHER RESOLVED, that, subject to the approval of the Merger by the sole stockholder of the Corporation, each of the agreemenls contemplated by the Merger Agreement (the "Related Agreements") and each of the other actions required or contemplated by the Merger [ Agreement (including the submission of any articles of merger or any other document or certificate 10 be filed with the Secretary of State of the State of Nebraska) are hereby approved, authorized and adopted;

FURTHER RESOLVED, that Erin B. Bagley, Gregg L. Hanson, Lynene M. Matza, Joseph G. Murphy, and Mary L. Ursul (collectively, the "Authorized Officers," and each, an "Authorized Officer") be, and each of them hereby is, authorized and empowered in the name and ^ on behalf of the Corporation, to execute and deliver the Merger Agreement and, subject to approval of die Merger by the sole stockholder of the Corporation, the Related Agreements and all other -instruments, documents and agreemems, necessary or desirable to consummate the transactions contemplated by the Merger Agreement and effectuate the terms and provisions of the Merger


Agreement, in each case in such form and substance contaiiiing terms, agreements, warranties, covenants and conditions as the Authorized Officer executing the same shall approve, with such changes as the Authorized Officer shall deem necessary, appropriate or desirable to carry out the transactions contemplated thereby (with the execution and delivery thereof by such Authorized Officer to be conclusive evidence that the same were authorized by this resolution);

FURTHER RESOLVED, that the Board has determined that the Merger Agreement and the transactions contemplated thereby (including, without limitation, the Merger) are in the best interests of the Corporation and its sole stockholder, and hereby declares their advisability and recommends them to the Corporation's sole stockholder;

FURTHER RESOLVED, that the Authorized Officers are hereby authorized, empowered and directed to submit the Merger Agreement and tlie Merger to the sole stockholder of the Corporation of record as of the date hereof for its approval, with the recommendation that the sole stockholder approves the same;

FURTHER RESOLVED, that each of the Authorized Officers be, and each of them hereby is, authorized, empowered and directed, in the name and on behalf of the Corporation, to take any and all actions as may, in his or her opinion, be necessary, appropriate, convenient or desirable to consummate the transactions contemplated thereby, or to implement the intent and purpose of each and all of the foregoing resolutions and to cause the Corporation to perform its obligations thereunder (with the taidng of such action by such Authorized Officer to be'conclusive evidence thai the same was authorized by this resolution); and

FURTHER RESOLVED, that all acts taken by any Authorized Officer in connection with any of the foregoing resolutions prior lo the date hereof are hereby authorized, adopted, ratified, confirmed and approved as the acts of the Corporation in ail respects as if such resolutions had been adopted prior to such acts.

The undersigned direct that this written consent be filed with the records of the meetings of the Board of Directors. This written consent may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. This written consent may also be acknowledged and agreed to by electronic transmission.



IN WITNESS WHEREOF, the undersigned, being ail of the members of the Board of Directors of ProSelect Insurance Company, have executed this Written Consent effective as of the date first written above.

Gregg IrrHm^n," Director

Lynnette M. Matza, Director

Donna Miele-Cesarit. Director

Jojipn G. Murphy, Direct

Mary L. Ursul, Director


IN WITNESS WHEREOF, the undersigned, being all of the members of the Board of Directors of ProSelect Insurance Company, have executed this Written Consent effective as of the date first written above.

Gregg L. Hanson, Director

Lynnofte M. Matza, Director /)

Donna Miele-Cesario, Director

Joseph G. Murphy, Director



IN WITNESS WHEREOF, the undersigned, being all of the members of the Board of Directors of ProSelect Insurance Company, have executed this Written Consent effective as of the date first written above.


Lynnette M. Matza, Director

Donna Miele-Cesario, Director


Mary L. D/sul, Director


WRITTEN CONSENT OF THE

SOLE STOCKHOLDER OF


As of June 22,2017 The undersigned, ProMumal Group, Inc. ("ProMutual"), being the sole stockholder of

ProSelect Insurance Company, a Nebraska stock insurance company (the "Corporation"), acting pursuant to Section 21-256 of the Nebraska Model Business Corporation Act, hereby adopts the following resolutions by written consent in lieu of a meeting:

WHEREAS, the board of directors of the Corporation (the "Board") has considered an Agreement and Plan of Merger by and among the Corporation, MHA Insurance Company ("MHA Insurance") and Washington Casualty Company ("Washington Casualty"), substantially in the form attached hereto as Exhibit A (the "Merger Agreement"), pursuant to which MHA Insurance and Washington Casually would be merged with and into the Corporation, with the Corporation continuing after the merger as the surviving corporation (the "Merger");

WHEREAS, the Board has determined that the Merger Agreement and the Merger are advisable and in the best interests of the Corporation and its sole stockholder; and

WHEREAS, the Board has submitted the Merger Agreement and the Merger to the sole stockholder for its approval, with the recommendation that the sole stockholder approves the same.

NOW, THEREFORE, IT IS HEREBY RESOLVED, that ProMutual, as the sole stockholder of the Corporation, hereby ratifies and confirms the Merger Agreement and approves the Merger to be consummated in accordance therewith.

The undersigned directs that this written consent be filed with the records of the meetings of the stockholders of the Corporation. This wrinen consent may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. This written consent may also be acknowledged and agreed to by electronic transmission.

[Signature page follows]


IN WITNESS WHEREOF, ihe undersigned, being the sole stockholder of ProSelect Insurance Company, has executed this Written Consent as of the date first written above.

PROMUTUAL GROUP, INC

By: Name: Gregg Lji^\so\\ Title: Chief Executive Officer and President



BOARD OF DIRECTORS OF


As of June 22, 2017 The undersigned, being all of die members of the Board of Directors (the "Board") of

Washington Casualty Company, a Washington incorporated stock insurer (the "Corporation"), acting pursuant to Section 23B.08.210 of the Washington Business Corporation Act, hereby adopt the following resolutions by written consent in lieu of a meeting:

WHEREAS, the Board has been presented with an Agreement and Plan of Merger by and among the ProSelect Insurance Company ("ProSelect"), MHA Insurance Company C' tHA Insurance") and the Corporation, substantially in the form attached hereto as Exhibit A (the "Merger Agreement"), pursuant to which MHA Insurance and the Corporation would be merged with and into the ProSelect, with ProSelect continuing after the merger as the surviving corporation (the "Merger");

WHEREAS, the Board has reviewed the Merger Agreement, and all other material related documents, agreements, instruments and certificates as appropriate, and has had an opportunity to inquire and ask questions regarding the Merger; and

WTIEREAS, the Board has determined that it is advisable and in the best interests of the Corporation and its sole stockholder for the Corporation to enter into the Merger Agreement and to consummate the Merger.

NOW, THEREFORE, IT IS HEREBY RESOLVED, that the Merger Agreement and the Merger to be consummated in accordance therewith, is hereby approved, authorized and adopted;

FURTHER RESOL\^D, that, subject to the approval of the Merger by the sole stockholder of the Corporation, each of the agreements contemplated by the .Merger Agreement (the "Related Agreements") and each of the other actions required or contemplated by the Merger Agreement (including the submission of any articles of merger or any other document or certificate to be filed with the Secretary of Stale of the Slate of Washington) are hereby approved, authorized and adopted;

FURTHER RESOLVED, that Erin B. Bagley, Gregg L. Hanson, Joseph G. Murphy, and Mar>' L. Ursul (collectively, the "Authorized Officers," and each, an "Authorized Officer") be, and each of them hereby is, authorized and empowered in the name and on behalf of the Corporation, to execute and deliver the Merger Agreement and, subject to approval of the Merger by the sole stockholder of the Corporation, the Related Agreements and all other instruments, documents and agreements, necessary or desirable to consummate the transactions contemplated by the Merger Agreement and effectuate the terms and provisions of the Merger Agreement, in each case in such


form and substance containing terms, agreements, warranties, covenants and conditions as the Authorized Officer executing the same shall approve, with such changes as the Authorized Officer shall deem necessary, appropriate or desirable to cany out the transactions contemplated thereby (with the execution and delivery thereof by such Authorized Officer to be conclusive evidence that the same were authorized by this resolution);

FURTHER RESOLVED, that the Board has determined that the Merger Agreement and the transactions contemplated thereby (including, without limitation, the Merger) are in the best interests of the Corporation and its sole stockholder, and hereby declares iheir advisability and recommends them to the Corporation's sole stockholder;

FURTHER RESOLVED, that the Authorized Officers are hereby authorized, empowered and directed to submit the Merger Agreement and the Merger to the sole stockholder of the Corporation of record as of the date hereof for its approval, with the recommendation that the sole stockholder approves the same;

FURTHER RESOLVED, that each of the Authorized Officers be, and each of them hereby is, authorized, empowered and directed, in the name and on behalf of the Corporation, to take any and all actions as may, in his or her opinion, be necessary, appropriate, convenient or desirable to consummate the transactions contemplated thereby, or to implement the intent and purpose of each and all of the foregoing resolutions and to cause the Corporarion to perform its obligations thereunder (with the taking of such action by such Authorized Officer to be conclusive evidence that the same was authorized by this resolution); and

FURTHER RESOLVED, that all acts taken by any Authorized Officer in connection with any of the foregoing resolutions prior to the date hereof are hereby authorized, adopted, ratified, confirmed and approved as the acts of the Corporation in all respects as if such resolutions had been adopted prior to such acts.

The undersigned direct that this written consent be filed with the records of the meetings of the Board of Directors. This written consent may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and die same instrument. This written consent may also be acknowledged and agreed to by electronic transmission.



IN WITNESS WHEREOF, the undersigned, being all of the members of the Board of Directors of Washington Casualty Company, have executed this Written Consent effective as of the date first written above.

Gr/ug~b.'I-iim/^



IN WITNESS WHEREOF, the undersigned, being all of the members of the Board of Directors of Washington Casualty Company, have executed this Written Consent effective as of the date first written above.






SOLE STOCKHOLDER OF


As ofJune 22, 2017 The imdersigned, ProMutual Group, Inc. ("ProMutual"), being the sole stockholder of

Washington Casualty Company, a Washington incorporated stock insurer (the "Corporation"), acting pursuant to Section 23B.07.040 of the Washington Business Corporation Act, hereby adopts the following resolutions by written consent in lieu of a meeting:

WHEREAS, the board of directors of the Corporation (the "Board") has considered an Agreement and Plan of Merger by and among the ProSelect Insurance Company C'ProSelect"), MHA Insurance Company ("MHA Insurance") and the Corporation, substantially in the form attached hereto as Exhibit A (the "Merger Agreement"), pursuant to which MHA insurance and the Corporation would be merged with and into the ProSelect, with ProSelect continuing after the merger as the surviving corporation (the "Merger");


WHEREAS, the Board has submitted the Merger Agreement and the Merger to the sole stockholder for its approval, with the recommendation that the sole stockholder approves the same.

NOW, THEREFORE, IT IS HEREBY RESOLVED; that ProMumal, as the sole stockholder of the Corporation, hereby ratifies and confums the Merger Agreement and approves the Merger to be consummated in accordance therewith.

The undersigned directs that this written consent be filed with the records of the meetings of the stockholders of the Corporation. This wTitten consent may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. This written consent may also be acknowledged and agreed to by electronic transmission,



IN WITNESS WHEREOF, the undersigned, being the sole stockholder of MHA Insurance Company, has executed this Written Consent as of the date first written above.

PROMUTUAL GROU

By: Name; Gregg-LlM' Tide: Chief Executive Officer and President



BOARD OF DIRECTORS OF


As ofJune 22,2017 The undersigned, being all of the members of the Board of Directors (the "Board") of MHA

Insurance Company, a Michigan stock insurer (the "Corporation"), acting pursuant to Section 450.1525 of the Michigan Business Corporation Act, hereby adopt the following resolutions by written consent in lieu of a meeting:

WHEREAS, the Board has been presented with an Agreement and Plan of Merger by and among the ProSelect Insurance Company ('TroSelect"), the Corporation and Washington Casualty Company ("Washington Casually"), substantially in the foma attached hereto as Exhibit A (the "Merger Agreement"), pursuant to which the Corporation and Washington Casualty would be merged with and into the ProSelect, with ProSelect continuing after the merger as the surviving corporation (the "Merger");

WTIEREAS, the Board has reviewed the Merger Agreement, and all other material related documents, agreemenls, instruments and certificates as appropriate, and has had an opportunity to inquire and ask questions regarding the Merger; and

WHEREAS, the Board has determined that it is advisable and in the best interests of the Corporation and its sole stockholder for the Corporation to enter into the Merger Agreement and to consummate the Merger.

NOW, THEREFORE, IT IS HEREBY RESOLVED, that the Merger Agreement and the Merger to be consummated in accordance therewith, is hereby approved, authorized and adopted;

FURTHER RESOLVED, that, subject to the approval of the Merger by the sole stockholder of the Corporation, each of the agreements contemplated by the Merger Agreement (the "Related Agreements") and each of the other actions required or contemplated by the Merger Agreement (including the submission of any certificate of merger or any other document or certificate to be filed with the Corporations, Securities & Commercial Licensing Bureau of the Department of Licensing and Regulatory Affairs of the State of Michigan) arc hereby approved, authorized and adopted;

FURTHER RESOLVED, that each Erin B. Bagley, Gregg L. Hanson, Joseph G. Murphy, and Mary L. Ursul (collectively, the "Authorized Officers," and each, an "Authorized Officer") be, and each of them hereby is, authorized and empowered in the name and on behalf of the Corporation, to execute and deliver the Merger Agreement and, subject to approval of the Merger by the sole stockholder of the Corporation, the Related Agreements and all other instruments, documents and agreements, necessary or desirable to consummate the transactions contemplated


by the Merger Agreement and effectuate the terms and provisions of the Merger Agreement, in each case in such form and substance containing terms, agreements, warranties, covenants and conditions as the Authorized Officer executing the same shall approve, with such changes as the Authorized Officer shall deem necessary, appropriate or desirable to carry out the transactions contemplated thereby (with the execution and delivery thereof by such Authorized Officer to be conclusive evidence that the same were authorized by this resolution);

FURTHER RESOLVED, that the Boani has determined that the Merger Agreement and the transactions contemplated thereby (including, without lunitation, the Merger) are in the best interests of the Corporation and its sole stockholder, and hereby declares their advisability and recommends them to the Corporation's sole stockholder;

FURTHER RESOLVED, that the Authorized Officers are hereby authorized, empowered and directed to submit the Merger Agreement and the Merger to the sole stockholder of the Corporation of record as of the date hereof for its approval, with the recommendation that the sole stockholder approves the same;

FURTHER RESOLXT.D, thai each of the Authorized Officers be, and each of them hereby is, authorized, empowered and directed, in the name and on behalf of the Corporation, to take any and all actions as may, in his or her opinion, be necessary, appropriate, convenient or desirable to consummate the transactions contemplated thereby, or to implement the intent and purpose of each and all of the foregoing resolutions and to cause the Corporation to perform its obligations thereunder (with the taking of such action by such Authorized Officer to be conclusive evidence that the same was authorized by this resolution); and

FURTHER RESOLVED, that all acts taken by any AuUiorized Officer in connection with any of the foregoing resolutions prior to the dale hereof are hereby authorized, adopted, ratified, confirmed and approved as the acts of the Corporation in all respects as i f such resolutions had been adopted prior to such acts.

The undersigned direct that this written consent be filed with the records of the meetings of the Board of Directors. This written consent may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same inslrumeni. Tliis written consent may also be acknowledged and agreed to by electronic transmission.



IN WrrNESS WHEREOF, the undersigned, being all of die rnembers of the Board of Directors of MHA Insurance Company, have executed this Written Consent effective as of the date first written above.



IN WITNESS WHEREOF, the undersigned, being aU of the members of the Board of Directors of MHA Insurance Company, have executed this Written Consent effective as of the date first written above.

Gregg L. Hanson, EHrcctor


Mary L. U ul, Director



SOLE STOCKHOLDER OF


As of June 22, 2017

The undersigned, ProMumal Group, Inc. ("ProMumal"), being the sole stockholder of MHA Insurance Company, a Michigan stock insurer (the "Corporation"), acting pursuant to Section 450.1407 of the Michigan Business Corporation Act, hereby adopts the following resolutions by written consent in lieu of a meeting:

WHEREAS, the board of directors of the Corporation (the "Board") has considered an Agreement "and Plan of Merger by and among the ProSelect Insurance Company ("ProSelect"), the Corporation and Washington Casualty Company ("Washington Casualty"), substantially in the form attached hereto as Exhibit A (die "Merger Agreement"), pursuant to which the Corporation and Washington Casualty would be merged with and into the ProSelect, with ProSelect continuing after the merger as the surviving corporation (the "Merger");


WHEREAS, the Board has submitted the Merger Agreement anii the Merger to the sole stockholder for its approval, with the recommendation that the sole stockholder approves the same.

NOW, THEREFORE, IT IS HEREBY RESOL\TED, that ProMumal, as the sole stockholder of the Corporation, hereby ratifies and confirms the Merger Agreement and approves the Merger to be consummated in accordance therewith.

The undersigned directs that this written consent be filed with the records of the meetings of the stockholders of the Corporation. This written consent may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same inslnunent. This written consent may also be acknowledged and agreed to by electronic transmission.



IN WITNESS WHEREOF, the undersigned, being the sole stockholder of MHA Insurance Company, has executed this Written Consent as of the date first written above.

PROMUTUAL GROUP, INC.

By: Name: 'Gre'] Tide: ChiefExecutive Officer and President


IN THE MATTER OF THE PROPOSED MERGER OF: WASHINGTON CASUALTY COMPANY with and into PROSELECT INSURANCE COMPANY

OIC NO. 17-0245 / SIMBA NUMBER: 1489536

EXHIBIT 2

09-18-17 Applicants’ Request for a New Proposed Effective Date for the Merger of Washington Casualty Company with and into ProSelect Insurance Company, and

the First Amendment to the Applicants’ Agreement and Plan of Merger

CovERys

September 18, 2017

V U OVERNIGHT AND ELECTRONIC iVLUL

The Honorable Mike Kreidler Commissioner of Insurance Office of the Insurance Commissioner 302 Sid Snyder Avenue SW, Suite 200 Olyinpia, WA 98504

ATTN: Ron Pastuch, ([email protected])

Re: Petition for Approval of Merger of ProSelect Insurance Company (NAIC # 10638), MHA Insurance Company (NAIC # 33111) and Washington Casualty Company (NAIC #42510)

Dear Commissioner Kreidler:

This letter is to request a new proposed effective date of December 31, 2017 for the Merger whereby Washington Casualty Company will be merged with and into ProSelect Insirance Company. We had previously requested October 1, 2017 or upon regulatory approval, whichever occurred first. It has been determined that the December 31,2017 date will help to enstffe a smooth transition fix)m an operations perspective. Attached please find the First Amendment to the Agreement and Plan of Merger reflecting the December 31, 2017 merger effective date.

Thank you for your attention to this matter. 1 can be reached at (617) 428-9844 or asee [email protected] should additional information be helpful.

Regards,

Anne B. Seggerraan Senior Regulatory Cotmsel

End.

cc: Jeanette Smith, Kulak Rock

COVERYS One Financial Center | RO. Box 55178 | Bojton. MA 02205-5178 | 800.225.6168 www.covery8.coiii


FIRST AMENDMENT TO

AGREEMENT AND PLAN OF MERGER

This First Amendment (this "Amendment") to the Agreement and Plan of Merger, dated as of June 22, 2017 (die "Merger Agreement"), by and between PROSELECT INSURANCE COMPANY, a stock insurance company organized imder the laws of the Stale of Nebraska ("ProSelect"), MHA INSURANCE COMPANY, a slock insurer organized under the laws of the Slate of Michigan ("MHA"), and WASHINGTON CASUALTY COMPANY, an incorporated slock insurer organized under the laws of the State of Washington ("Washington Casualty") is entered into and effective as of September _//_. 2017 in accordance with Section 7 of the Merger Agreement. Capitalized terms which are used herein but not otherwise defined shall have the meaning set forth in the Merger Agreement.

WHEREAS, the Parties have agreed to amend the Effective Time of the Merger as contemplated by the Merger Agreement;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. The language "12:01 a.m. on October 1, 2017 or as soon thereafter as regulatory approval is received.(the "Effective Time")" set forth at the end of Section 1(b) of die Merger Agreement shall be deleted and replaced with the following:

" 11:59 p.m. on December 31, 2017 (die "Effective Time")"

2. Exhibit B, Exhibit C and Exhibit D to the Merger Agreement shall be amended in their entuety to read as set forth in Exhibit B, Exhibit C and Exhibit D attached hereto, respectively. For die avoidance of doubt, any previously executed Articles of Merger or Certificates of Merger with respect to the Merger shall be deemed to be null and void and of no ftmher force or effect, and only Articles of Merger and Certificates of Merger in the forms attached hereto shall be effective.

3. This Amendment shall modify the terms of the Merger Agreement only to the extent expressly set forth herein. All other terms and conditions set forth in the Merger Agreement shall remain in full force and effect. Any inconsistencies between this Amendment and the Merger Agreement shall be governed by this Amendment.

4. This Amendment shall be governed by and construed in accordance with the domestic laws of the State of Nebraska without giving effect to any choice or conflict of law provision or rule that would cause the apptication of the laws of any jurisdiction other than the Stale of Nebraska.

5. This Amendment may be executed and delivered in any mmiber of counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument. Photostatic copies or facsimiles or electronic (.pdf) transmission of signatures to this Amendment shall be deemed to be originals and may be relied upon to the same extent as

481I-936(W294.1


originals. This Amendment shall become effective when each party hereto shall have received a counterpart hereof signed by the other parties hereto.

5. The Merger Agreement, as amended by this Amendment, constimtes the entire agreement among the parties and supersedes any prior understandings, agreemenls or representations by or among die parties, written or oral, to the extent they related in any way to the subject matter hereof

[Sigrwtures on following page]

4811-9360^294.1


IN WITNESS WHEREOF, die Parties hereto have executed this Amendment as of the date first above written.


By: Q ^ ^ c ^ ^ y i ^ r i ^ i * Title: ^gc



By: r Tide: <

4811-9360-9294.1


Exhibit B

Nebraska Articles of Merger

[see attached]

4811^360-9294.1


Exhibit C

Michigan Certificate of Merger

[see attached]

4811-9360-9294.1


Exhibit D

Washington Articles of Merger

[see attached]

45J1-9360-9294.1


Documents

STATE OF WASHINGTON Phone (3601 725-7000 INSUR~:-JCE CQ ... · policyholders through ProSelect. The Merger would, among other things, enable the Cover^'S group to (a) eliminate the