COLLATERAL PROTECTION ALLIANCE AGREEMENT BY AND AMONG CUMIS INSURANCE SOCIETY, INC. AND STATE NATIONAL INSURANCE COMPANY, INC.

managers, and CMIA and State National will use a mutually agreed process to jointly assess, propose and close transition and new sale opportunities, which joint activities shall include: (i) determination of the Credit Union Organizations to be targeted; (ii) determination of the marketing and sales distribution methods to be used for the Program; (iii) soliciting Credit Union Organizations to participate in the Program; (iv) development of all marketing materials and marketing programs; (v) determination of the nature, extent, timing and implementation of the various marketing activities; and (vi) performance of any testing (of effectiveness or otherwise) of the marketing and sales methods and programs. Set forth in Schedule 4.3 is the bonus structure for the CMIA single point of contact for Covered Products. Such bonus structure may be revised by mutual agreement of the Parties.

For all State National Lead Opportunities, State National will provide the single point of contact, subject mater experts and relationship managers for the Credit Union Organization, and State National will assess, propose and close new sale opportunities. Upon State National contracting with a State National Lead Opportunity, such Credit Union Organization shall be considered a Pre-Existing State National Policyholder and not a Program Participant. “State National Lead Opportunities” shall mean Eligible Program Participants first identified by State National as candidates for the Program and with which CUNA Mutual Group has no pre-existing core product relationship. In the event of any dispute over whether a Credit Union Organization qualifies as a State National Lead Opportunity, the dispute shall be referred to the Advisory Committee for final resolution.

The Parties will cooperate to establish an electronic link on CUNA Mutual’s website to allow Credit Union Organizations to access Program-related information and State National’s service functions through the CUNA Mutual website.

State National acknowledges that CMIA’s marketing of the Program will be coordinated with the other marketing activities of the CUNA Mutual Group and that CUNA Mutual Group shall have the right to market the Program with other products and services offered by the CUNA Mutual Group and/or coordinate the timing and other aspects of the marketing of such products and services with the marketing of the Program, but consistent with the Business Plan. However, all marketing materials containing references to the Program shall be subject to the approval of the Parties and such references may only be revised by mutual agreement of the Parties. CUMIS shall submit all such materials to State National for prior review. State National shall provide CUMIS with any requested changes within ten (10) business days.

4.4                               Marketing Materials.   State National will, at its annual expense of not greater than $10,000 (or such greater amount as State National may agree), provide CUNA Mutual Group with State National’s standard product brochures and related marketing materials with respect to the Covered Products. These brochures and materials shall be made available to Credit Union Organizations, together with mutually developed marketing materials which are Program-specific. State National will file and secure approval of all advertising or marketing materials and marketing programs to be used for the Program that require filing or approval under any

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Laws and will respond to inquiries regarding those documents received from any governmental authority.

No materials that State National sends to Program applicants or policyholders, or otherwise provides to CUNA Mutual Group hereunder, will contain any promotional or other information about products not sold through the Program. State National shall submit all materials to CUMIS for prior approval. CUMIS shall provide State National with any requested changes within ten (10) business days. CUMIS understands that initially State National may unintentionally violate the requirements of this paragraph while necessary systems changes are made and, for that reason, unintentional violations during the first twelve months from the Effective Date will not be considered a breach provided State National takes all reasonable actions it can to remedy the violation.

Each Party shall have the right to approve the use of its (or its affiliated group’s) name, trademark, service mark, logo or other identification in all marketing materials, as well as any representations in any marketing materials that relate to the performance of its obligations with respect to a Covered Product.  State National agrees to respond to requests for approval within ten (10) days. The use of such identification and materials and the ownership of such marketing materials is governed by Article VII of this Agreement.

4.5                               Product Filings.   State National will make all filings State National determines are required by any Laws in connection with the issuance of the Covered Products, including all rate and policy form filings, and will respond to inquiries regarding those documents.

4.6                               Policyholder Service.   Without limiting the foregoing, State National will perform the tele-servicing functions for the Program, including answering policyholder questions and handling policyholder requests. These functions shall be performed in a competent, professional and commercially reasonable manner in accordance with mutually agreed upon service standards (including those set forth in Schedule 4.1 hereto). State National will transfer all non-Program telephone calls from Credit Union Organizations (other than those relating to Permitted Activities) to a toll-free number provided by CUMIS and refer all requests for non-Program products and services to CUNA Mutual Group (other than those relating to Permitted Activities). State National also agrees to perform the tele-servicing function in a manner that focuses on the unique nature of credit unions and embraces the affinity relationship between CUNA Mutual Group and the credit union. In particular, State National will maintain a dedicated toll-free number for claims reporting and will handle calls in a manner that identifies the Program. CUMIS will, at its expense, provide agreed-upon on-site training and support to State National’s staff related to the credit union philosophies and methods to capitalize on these factors under the Program. CUMIS will have the right, at its expense, to monitor and audit on-site State National’s performance of tele-servicing functions at such times and in such manner as CUMIS reasonably requests.

4.7                               Training.   State National will, at its own expense, provide periodic training (on a “train the trainer” basis) to certain of CUNA Mutual’s home office and field personnel to

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facilitate implementation of the Program, including training with respect to: terms of the Covered Products; accessing State National’s quoting and new business data entry systems; and other issues as agreed upon by the Advisory Committee.

4.8                               Claims Functions.   State National shall perform in a competent, professional and commercially reasonable manner all claims-handling functions for the Program. The claims-handling function includes, but is not limited to, handling of all physical damage matters, subrogation and salvage activities, bodily injury matters, liability claims and litigation.

State National shall provide CUMIS with a monthly report of any claim or loss for which the claimed amount is at least $25,000 (or such other amount as the Parties may agree in writing), which monthly report shall include the estimated amount of the net loss and adjustment expense in connection with each such claim or loss and of any subsequent changes in such estimates.

From time to time, CUMIS may request that State National give special consideration to the claims made by one or more Program Participants in relation to the Program, and State National agrees to consider such matters in good faith, it being understood that State National may, in its discretion, elect whether to make any associated claims payments. Alternatively, in the event that State National intends to give special consideration to any other Program Participant, State National shall first provide CUMIS with prior written notice thereof, and with the reasons for doing so. In such event the total aggregate claims for which CUMIS is proportionally liable under the Reinsurance Agreement shall not exceed (a) one percent (1%) of Net Premium in any calendar year or (b) $10,000 for any one claim payment.

4.9                               Compliance.   Each Party agrees to comply with any Laws relating to the performance of its obligations hereunder and, whenever necessary, to maintain (or to cause the applicable member of its affiliated group to maintain) at its own expense, all licenses, certificates of authority to transact business or other regulatory approvals necessary to perform its duties and obligations hereunder. If CUMIS or State National is prohibited by Laws from performing any functions under this Agreement that are permissible for CMIA or TBA Insurance Group to perform, those functions shall be performed by CMIA or TBA Insurance Group, as applicable. Each Party agrees to provide reasonable cooperation as necessary to achieve compliance hereunder but neither Party will be responsible for the other Party’s compliance. Each Party will forward to the other, as soon as possible but in any event prior to the date a response is due (if possible) and within ten (10) Business Days after receipt, any written communication from a state or federal regulatory agency relating to the imposition of any fines or other sanctions with respect to, or the revocation or suspension of any license or other authority required in connection with, the Party’s performance of its duties and obligations under this Agreement. If any legal action is brought against any member of the State National Group or the CUNA Mutual Group, and the affected Party believes an adverse outcome under that legal action could have a material adverse effect on the ability of the affected Party, respectively, to fulfill its obligations hereunder, then the affected Party will promptly communicate to the other Party the receipt of notice of the action and provide such details as may be requested by the other Party.  A Party may

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withhold information which it believes is subject to attorney/client or other privilege. A Party will not be obligated to make any disclosure that would violate any securities, Blue Sky, or similar Laws.

ARTICLE V

FINANCIAL ALLOCATIONS

5.1                               Commissions.   State National confirms that TBA Insurance Group, and its sub-agents, have been appointed as State National’s exclusive agents to solicit Credit Union Organizations in connection with Covered Products, and that such appointment shall remain in effect throughout the term hereof (including during any run-off period). State National agrees to cause TBA Insurance Group to enter into the Agency Agreement in the form attached as Exhibit A hereto, simultaneously with the Parties’ entry into this Agreement, and to ensure that sales commissions are paid to CMIA for Program Business in accordance with the terms thereof. CUMIS agrees to cause CMIA to enter into the Agency Agreement in the form attached as Exhibit A hereto, simultaneously with the Parties’ entry into this Agreement.

5.2                               Reinsurance.   State National and CUMIS shall enter into the Reinsurance Agreement in the form attached as Exhibit B hereto, as a condition precedent to the Parties’ entry into this Agreement.

5.3                               Credit Union Reimbursements.   State National shall determine expense reimbursement allowance arrangements with Program Participants in consultation with CUNA Mutual Representatives and otherwise in accordance with the terms of Section 4.1 hereof. State National will cause TBA Insurance Group to pay any expense reimbursement amounts due to Credit Union Organizations in connection with the Program, and TBA Insurance Group shall be entitled to fund such payments with the commission payments due to CMIA pursuant to the Agency Agreements on the terms and otherwise subject to the conditions set forth on Exhibit A thereto.

5.4                               Credit Union Leagues.   All fees to be paid to credit union leagues in connection with the Program shall be determined by CUMIS, in its discretion. CUMIS shall pay such amounts directly to the credit union leagues.

ARTICLE VI

RECORDS AND REPORTS

6.1                               Records and Recordkeeping Systems.   The Parties shall determine what records and recordkeeping systems shall be used by State National Group in the administration of the Program. At a minimum, the Parties shall keep such records necessary to meet all legal and regulatory requirements and to fulfill the requirements of this Agreement.

6.2                               Provision of Claims and Other Information.   On a periodic basis no less frequently than monthly (or upon such other frequency as the Parties mutually agree), and as of

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the effective date of termination of this Agreement, State National will provide claims information in the format attached hereto as Schedule 6.2 (with such changes thereto as the Parties may agree from time to time). In furtherance of the foregoing, the Parties shall implement a monthly claims review meeting at which State National shall provide claims development information in such detail as CUMIS may reasonably request.

6.3                               Access to Records.

6.3(a)                CUMIS Access.   CUMIS (or its designee) shall have the right, at its sole expense, to examine the records of State National Group, wherever located, related to the CUNA Mutual Group’s rights and interests under the Program Agreements. This right includes the right for itself and its designated representatives and agents to audit such records at its sole expense during business hours by providing at least five (5) days notice setting forth the items to be examined. In particular, CUMIS (or its designee) shall have a right to access and review all State National Group records relating to claims, premiums, reserves, losses, loss adjustment expenses, expense reimbursements payable to Credit Union Organizations, and other account history information for Program Business, as well as information relating to any costs or expenses or other items of a type which State National Group attempts to charge to CUNA Mutual Group (it being understood that CUMIS shall not be entitled to audit State National’s general expense records, except with respect to any items therein which State National Group attempts to charge to the CUNA Mutual Group).

6.3(b)                State National Access.   State National shall have the right, at its sole expense, to examine the records of CUNA Mutual Group related to the Program activities of CUNA Mutual Group’s representatives by providing CUMIS with at least five (5) days notice setting forth the items to be examined.

6.4                               Rights to Information.

6.4(a)                Generally.   State National, on behalf of itself and all members of the State National Group, agrees that CUNA Mutual Group will have, subject to its obligations under the provisions of Section 12.4(f) if it is the selling Party, the perpetual, worldwide, irrevocable right to use, store, and reproduce any lists or records of Credit Union Organizations and their Members that are obtained for processing or other purposes as a result of the Program, including quotes, claims information and other information related thereto and will (during the term of this Agreement and until the expiration of all liabilities related to the Program Business), have the right to access any such items that are in the possession of the State National Group, provided, however, that in the event that CUMIS is the selling Party in a buy-out pursuant to Article XII, for a period of five years following the conclusion of such buy-out, CUMIS shall not use any premium history, rate information, or coverage information that it received from State National with respect to a Program Participant during the term hereof (and that is not generally known in the industry or known to the un-aided memories of CUNA Mutual Group employees) in a manner that is adverse to the interests of State National, should CUMIS seek to distribute

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Covered Products to Program Participants following the termination of this Agreement and the non-compete period referred to in Section 12.4(f). CUMIS acknowledges that privacy and confidentiality Laws and requirements may apply.

6.4(b)                No Cross-Selling.   State National, on behalf of itself and all members of the State National Group, further agrees that all of the lists and records referred to in Section 6.4 (a) that it may at any time possess will not be used by it or any member of the State National Group or any third party performing any function on its behalf for any purpose or to whom such information was provided by State National, for any reason except as may be necessary to carry out its obligations under a Program Agreement or applicable Law or as may be expressly permitted under a Program Agreement. Notwithstanding the foregoing and the provisions of Section 9.2, after the expiration of the non-compete set forth in Section 9.2, State National may use the names of Program Participants and their Members for Permitted Activities if State National obtains permission for such activity from the applicable Program Participants.

6.5                                      Disaster Recovery.   With respect to its systems that support Program Business, State National Group shall perform automatic and regularly scheduled backup of data and maintenance of procedures for restoration of such backups, with such backups stored at a location different from that of the receiving server pursuant to usual and customary practices. State National will, upon request, provide up-to-date disaster recovery plans along with its disaster recovery-testing schedule. From time to time but not more than once in every twelve-month period and at the cost and expense of CUMIS, CUMIS or its authorized representative may audit the disaster recovery plans of State National Group in connection with systems that support Program Business. State National Group shall cooperate reasonably with any such audit. State National Group shall apply all disaster protection and recovery mechanisms set forth in such plans (as same are updated by State National from time to time) to avoid and/or minimize the loss of service and/or damage arising from any impairment caused by and/or resulting from a “Disaster”. For the purposes herein, a “Disaster” shall be defined as any threatened or actual interruption or shutdown (of any duration) of any State National Group or subcontractor facility that directly or indirectly affects State National Group’s performance of its obligations under a Program Agreement. A Disaster may be “declared” by mutual agreement or by either Party individually acting in good faith and with reasonable judgment. State National represents and warrants that the plan(s) will be actively reviewed, updated, and tested on at least an annual basis, that it will provide CUMIS thirty (30) days’ advance notice of said testing and a reasonable opportunity to witness and/or participate in said test, and that it will provide evidence of the said testing (and the results thereof) as requested by or on behalf of CUMIS. Insofar as it affects State National Group’s performance of its obligations under a Program Agreement, State National Group is responsible for ensuring required plans for its authorized subcontractors are installed and actively reviewed, updated, and tested at least annually and shall secure the consent of said subcontractors for CUMIS to witness and/or participate in said testing and to receive evidence of the testing (and results thereof) as requested by or on behalf of CUMIS. The recovery time objective for full resumption and continuation of services following declaration of a Disaster shall be set forth in the plans and shall constitute the full force majeure period relating to any declared Disaster.

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ARTICLE VII

INTELLECTUAL PROPERTY

7.1                               Trademarks and Advertising.   State National, on behalf of itself and all members of the State National Group, and CUMIS, on behalf of itself and all members of CUNA Mutual Group, each agrees that it shall not use the corporate name, trade name, trademark, service mark, or other identifier of any member of the other Party’s group or its products or services, without the written consent of the other. Each Party hereby acknowledges the validity, and shall not attack the validity, of the other Party’s (or its Group) corporate name, tradenames, trademarks, service marks or other identifiers. When this consent is given for any of the foregoing items, the Party given consent shall limit the use of the item to the specific purposes for which authority was given and to the extent necessary for the performance under the Program Agreements and subject to any other limitations and conditions (including graphics depictions and rights of product quality assurance) imposed as a consideration for the use. Any such authorization shall be non-exclusive and inure to the benefit of the Party granting the consent. The Party given the right to use the item shall not acquire any other right or interest in the item as a result or consequence of the consent or the use of the item, and all rights to its usage shall terminate when the other Party terminates its consent or, at the latest, when its use is no longer required for purposes necessary to its performance under the Program Agreements. If requested, State National shall enter into a license agreement, in form and substance reasonably satisfactory to the Parties, confirming that the CUNA Mutual Group enjoys a royalty free license to use the “State National” name and logo in connection with the Program.

7.2                               Advertising.   All advertising materials for the Program or mentioning the Program shall accurately disclose each party’s respective role in providing the Covered Products and otherwise comply with truth in advertising requirements of applicable Law. The term “Advertising” means printed and published material or any material broadcast by radio, television, computer or other electronic means designed to create interest in the Program or to induce Credit Union Organizations to purchase, increase, modify, reinstate or retain Covered Products under the Program or to participate in the Program.

7.3                               Ownership of Advertising and Promotional Material.   All trade names, trademarks, campaign themes and service marks developed by the Parties during the term of this Agreement for the specific purpose of soliciting Credit Union Organizations to participate in the Program will be the exclusive property of the Party exercising the Buy-Out Right. Each Party will retain all right, title and interest in any pre-existing materials forming a part of or incorporated into such Program-specific materials.

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ARTICLE VIII

RELATIONSHIP BETWEEN THE PARTIES

8.1                               Contractual Relationship.   The relationship between the Parties (and their affiliates) established in, and as a result of, the Program Agreements is exclusively a contractual relationship.

8.2                               No Entity.   The Parties agree that the Program Agreements are not intended to and do not create any separate entity, any joint assets or joint interests of any form or nature; give rise to any rights based on partnership or partnership principles, equitable or otherwise; or create any other principles, equitable or otherwise, or any other rights which are not expressly provided for in this Agreement or another Program Agreement.

8.3                               Independent Contractors.   Under this Agreement, and each of the other Program Agreements, each Party intends to be and is an independent contractor engaged in its own and entirely separate business and shall at all times represent itself only as an independent contractor who has entered into a contract with the other Party as expressly provided in this Agreement and the other Program Agreements.

8.4                               Control.   Each Party is interested only in the operational results obtained by the other Party and, except as may be otherwise expressly provided in a Program Agreement, obtains no control over the other Party with respect to its organization, affairs, operations, business or the manner, means or methods by which it conducts its business, performs its obligations or obtains the results called for under the applicable Program Agreement.

8.5                               Representation.   The Parties agree that, except with respect to the marketing functions to be performed by CUNA Mutual Group as a representative of State National Group in accordance with the terms hereof and of the Agency Agreement, nothing in this Agreement establishes, or shall be construed or interpreted to constitute, either Party (or any affiliate thereof) as a partner, co-venturer, agent or representative of the other Party and, except as aforesaid, neither Party shall have, nor represent to any person that it has, any right, power or authority to bind the other Party, transact any business in the other Party’s name or on its behalf, or make any promises or representations on behalf of the other Party, except in each case, as may be expressly authorized in writing by the other Party.

8.6                               Employees.   Each Party shall be the sole employer of its employees.

ARTICLE IX

EXCLUSIVITY; COVENANT NOT TO COMPETE

9.1                               CUNA Mutual Group Non-Compete.   During the term of this Agreement, CUMIS shall not permit any member of the CUNA Mutual Group to sell, promote the sale of, or distribute, whether directly or indirectly, (i) any Covered Product to any Credit Union

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Organization located in the Territory, except pursuant to the Program (it being understood that the foregoing shall not limit the CUNA Mutual Group’s rights under Section 1.3 or CUMIS’ right to maintain any CUMIS Policies with CUMIS Policyholders until the end of current policy periods or such longer period as may be required under applicable Law) or (ii) any credit disability/credit life/debt cancellation product, GAP insurance product, accidental death and dismemberment coverage, or mechanical breakdown/vehicle repair warranty program product to any Credit Union Organization which is an existing customer of State National with respect to such product on the Effective Date or a Pre-Existing State National Target Opportunity (in each case, as identified on Schedule 9.1); provided, however, that (a) in the event a Trigger Event occurs and State National makes the election referred to in Section 9.2, then the restrictions referred to in this clause (ii) shall no longer apply, and (b) the foregoing shall not limit the CUNA Mutual Group’s right to acquire an entity with a line of business involved in the sale or distribution of Covered Products to Credit Union Organizations and thereafter (if CUMIS so elects) to operate such acquired line of business independent from the Program provided that the aggregate number of loans which such acquired entity tracks for Credit Union Organizations does not exceed 1,000,000 at the time of acquisition.

9.2                               State National Group Non-Compete.   Set forth in the Disclosure Letter is a list of those Credit Union Organizations to which the CUNA Mutual Group sells or distributes one or more of the following core products as of the Effective Date: credit union protection (CUP) products or their equivalent; credit disability/credit life/debt cancellation products; retirement/wealth management products; and any personal lines auto/home/life products. State National shall not permit any member of the State National Group to sell, promote or otherwise distribute, whether directly or indirectly, any insurance products, financial products or services, or any other products or services, to any Credit Union Organization listed in the Disclosure Letter that is located in the Territory (as such list may be modified from time to time by CUMIS during the term of this Agreement, to reflect changes in CUNA Mutual Group’s core product customers) or to any of its Members, employees or affiliates, except on a brokered basis for a member of the CUNA Mutual Group. The foregoing obligation shall apply during the term of this Agreement and thereafter for two years, provided, however, that in the event a “Trigger Event” occurs on or after December 31, 2010, then State National may elect (on thirty (30) days’ written notice) for its non-compete obligation under this paragraph to apply only to (x) those Credit Union Organizations which are then (or were previously) included as Program Participants hereunder and (y) those Credit Union Organization that were introduced or referred to State National by a member of the CUNA Mutual Group. However, nothing contained in this Section 9.2 shall limit State National’s right (i) to provide Covered Products to Program Participants through the Program or, with respect to any Credit Union Organizations which are Pre-Existing State National Customers or Pre-Existing State National Target Opportunities, through State National’s existing distribution channels, (ii) to continue to provide credit disability/credit life/debt cancellation products, GAP insurance products, accidental death and dismemberment coverage, or mechanical breakdown/vehicle repair warranty program products to any existing customer of State National with respect to such product(s) on the Effective Date or to any Pre-Existing State National Target Opportunities, (iii) to continue to operate, and provide insurance

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products through, its Program Services Division, on substantially the same basis as it does so today (i.e., where an unaffiliated party markets and underwrites the business and provides other customary services of a managing general agent, and State National Group’s net retention does not exceed ten percent (10%) of the covered business), or (iv) to acquire an entity which brokers or underwrites a Tracked CP Program for Credit Union Organizations and to continue to operate the existing book of business of such acquired entity independent from the Program, provided that the aggregate number of loans which such acquired entity tracks for Credit Union Organizations does not exceed 1,000,000 at the time of acquisition.

For any other Credit Union Organizations not referred to in the preceding paragraph, State National shall not permit any member of the State National Group to sell, promote or otherwise distribute, whether directly or indirectly, any products or services of a type which are provided to such Credit Union Organization, its members, employees or affiliates by the CUNA Mutual Group as of the Effective Date (as listed in the Disclosure Letter and as the same may modified from time to time). This non-compete obligation shall apply during the term of the Program and thereafter for two years provided, however, that in the event that a Trigger Event occurs and State National makes the election referred to in the preceding paragraph of this Section 9.2, then the restrictions referred to in the preceding sentence shall no longer apply.

9.3                               Trigger Event.   A “Trigger Event” shall arise if (i) during any calendar year (starting with calendar year 2010), the Parties do not originate Covered Product sales with new Program Participant accounts which together have at least 100,000 Eligible Loans in the aggregate (calculated on the basis of the Eligible Loans data first supplied by such Program Participants after entry into the Program) or (ii) during any two consecutive calendar years (starting with calendar years 2010-2011), the Parties do not originate Covered Product sales with new Program Participant accounts which together have at least 400,000 Eligible Loans in the aggregate (calculated as described above). In the event widespread credit union mergers and consolidations significantly impact the pool of remaining Eligible Loans for non-Program Participants, the Parties shall reconsider the foregoing Trigger Event thresholds and make appropriate adjustments.

9.4                               No Further Restrictions.   Except as provided for above, each Party shall be entitled to compete for the business of any Credit Union Organization, its Members, employees and affiliates.

9.5                               Permitted Activity.   Any activity that is not otherwise prohibited under this Article IX shall qualify as a “Permitted Activity”.

9.6                               Requests for Exceptions.   Until termination of this Agreement each Party shall, in good faith, consider any proposal by or on behalf of the other Party to engage in any activities that do not qualify as Permitted Activities hereunder.

9.7                               Indirect Activities.   The restrictions contained in this Article apply to any of the

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stated activities, whether performed by the restricted Party through any type of ownership (other than ownership purely of an investment nature which does not allow a Party to exert any significant influence or control) or as a principal, agent, employer, adviser, consultant, partner, or in any individual or representative capacity whatsoever, either for its own benefit or for the benefit of others.

ARTICLE X

CONFIDENTIALITY

10.1                        Confidentiality.   The terms and conditions of the Confidentiality Agreement dated April 29, 2009 between CUNA Mutual and State National (the “Confidentiality Agreement”) shall remain in full force and effect and continue to bind the CUNA Mutual Group and State National Group. The Parties agree to treat all Confidential Information exchanged by the Parties in connection with the Program (whether before or after the Effective Date) in the manner contemplated by the Confidentiality Agreement, on the understanding that the “Business Purpose” referred to therein shall hereafter be construed to include the conduct of the Program in accordance with the terms of this Agreement and the other Program Agreements, and any other activities permitted hereby or thereby.

10.2                        Survival.   In the event this Agreement is terminated for any reason, the covenants and agreements referred to in this Article shall survive indefinitely thereafter.

ARTICLE XI

SPECIFIC ENFORCEMENT OF COVENANTS

11.1                        Enforcement of Covenants.   Each Party agrees that a violation or threatened violation on its part of any covenant contained in Article VII (Trademarks and Advertising), Article IX (Exclusivity; Covenant Not to Compete), and Article X (Confidentiality) would cause such damage to the other as would be irreparable, and that each such covenant is material, and, for that reason, each further agrees that the other shall be entitled as a matter of right, without need to post a bond, to an injunction or specific performance from any court of competent jurisdiction restraining any further violation of such covenants. This right to an injunction or specific enforcement shall be cumulative and in addition to whatever other remedies a Party may be entitled to at law or in equity. Any actions associated with a breach of these covenants including enforcement of a covenant shall not be subject to arbitration under Article XIII.

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ARTICLE XII

TERM AND TERMINATION

12.1                        Term of Agreement.   The initial term of this Agreement shall commence as of the Effective Date and, unless terminated sooner in accordance with this Section, shall remain in effect for three (3) years. Thereafter, the term of this Agreement shall be automatically extended indefinitely for consecutive three (3) year renewal terms. This Agreement may be terminated at any time by the written agreement of both Parties.

12.2                        Termination of Agreement Without Cause.   CUMIS or State National may terminate this Agreement without cause effective at the expiration of the initial term or any renewal term by notifying the other Party of its intention in writing (a “Notice of Termination”) at least twelve (12) months in advance.

12.3                        Termination of Agreement for Cause.

12.3(a) Causes Defined.   A Party shall be entitled to terminate this Agreement in accordance with this Article whenever one of the following shall occur with respect to the other Party:

12.3(a)(i)   Whenever the other Party (or any affiliate thereof which is a party to any of the Program Agreements) becomes insolvent or has been placed in liquidation or receivership (either voluntary or involuntary) or if there has been instituted against the other Party (or such affiliate) proceedings for the appointment of a receiver, rehabilitator, conservator in bankruptcy, or other agent known by whatever name, to take possession of its assets or control of its operations;

12.3(a)(ii)   Whenever the other Party or a member of its affiliated group breaches a material obligation under this Agreement or one of the other Program Agreements;

12.3(a)(iii)   In the event of a material misrepresentation by the other Party (or any affiliate thereof which is a party to any of the Program Agreements);

12.3(a)(iv)   Whenever there is a substantial and material negative change in the financial condition of the other Party as evidenced by a decline below “A-” in the financial strength rating (as determined by A.M. Best) of the other Party that continues for more than one hundred eighty (180) consecutive days or whenever such Party ceases to be rated by A.M. Best (for purposes of this Section 12.3(a)(iv), in the case of CUMIS, the financial condition and strength rating of CUNA Mutual shall represent the financial strength of CUMIS), provided, however, that in the event of any such ratings decline or withdrawal of ratings on the part of CUNA Mutual, CUMIS shall be entitled to prevent termination of this Agreement by posting security in the manner contemplated by the Reinsurance Agreement;

12.3(a)(v)   Whenever any director, officer, employee, affiliate or agent of

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the other Party commits any fraudulent or criminal acts or omissions arising out of or connected in any way with that Party’s (or its affiliate’s) performance under a Program Agreement and the terminating Party reasonably believes that the act or omission could have a material adverse effect on the ability of either Party to perform its respective obligations under a Program Agreement (and the Parties acknowledge and agree that any such acts or omissions committed by any officer of the non-terminating Party at the level of seniority of “Vice President” (or its equivalent by whatever name) or higher will be deemed to give rise to a right of termination in favor of the other Party);

12.3(a)(vi)   Upon termination of any Program Agreement as a result of a breach or omission by, or circumstance relating to, the other Party or its affiliated group;

12.3(a)(vii)   In addition, CUMIS shall be entitled to terminate this Agreement upon the occurrence of a Change of Control or Material Corporate Event.

12.3(b)   Cure of Material Breach.   A party (the “notifying party”) asserting a material breach under Section 12.3(a)(ii) shall notify the other party (the “notified party”) of its assertion in writing. The notified party shall have sixty (60) days from the date notice is received in which to cure the breach identified to the reasonable satisfaction of the notifying party. In the event the breach is not cured within such sixty (60) days, the notifying party may elect to terminate this Agreement in accordance with the procedures set forth in Section 12.3(c). State National agrees that, because of CUNA Mutual Group’s unique relationship with credit unions, a material breach by State National of the provisions of Article IX (Exclusivity; Covenant Not to Compete) is a material breach that would cause irreparable damage and that cannot be cured.

12.3(c)   Termination Notice. A Party electing termination for any uncured material breach under Section 12.3(a)(ii) or for cause under any other provision of Section 12.3 shall notify the other Party of its intention in writing by providing a ‘‘Notice of Termination” specifying the date of termination (which shall be no more than 120 days after the date on which the Notice of Termination is provided).

12.4                                Effect of Termination.

12.4(a)   Reinsurance after Termination.   Any Party that elects to terminate this Agreement shall be entitled to terminate the Reinsurance Agreement in accordance with the terms thereof, in which event the reinsurance thereunder shall only apply on a run-off basis to the business in force at the time of termination (which business shall remain in force throughout the run-off period).

12.4(b)   Costs, Pricing and Underwriting of New Business.   State National agrees that once a Notice of Termination is given, it will manage the Program Business in a manner consistent with its other business. State National agrees that it will continue to perform functions for and allocate costs to Program Business in a manner consistent with prior years.

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12.4(c)  Continuing Obligations; Cooperation.   The Program (i.e., the issuance of Program Business) shall continue through the Termination Date. Except as otherwise provided in Section 12.4(a), each Party shall continue to perform through the Termination Date the same functions it performed immediately prior to the Notice of Termination. During any continuation of the Program Business after the Termination Date, such provisions of this Agreement as are necessary to carry out the intent of this Agreement shall continue in full force and effect, but solely as they relate to the continuing relationship.

In the event a Notice of Termination is provided by CUMIS hereunder, State National shall no longer be entitled to provide a Trigger Event notice under Section 9.2 and no member of the CUNA Mutual Group shall be liable for any subsequent decline in new Program Business originated by the CUNA Mutual Group.

Upon and after termination of this Agreement, each Party agrees to cooperate with the other in performing any of its continuing obligations to Program Participants in connection with the Program Business.

12.4(d)  Run-Off; Buy-Out.   Upon termination of this Agreement, whether pursuant to Section 12.2, 12.3 or otherwise, the existing Program Business written prior to the Termination Date shall be run-off in the manner contemplated by the Reinsurance Agreement. Except in the case of a termination of this Agreement as a result of an act or omission by, or circumstance relating to, State National Group that is referred to in Section 12.3(a)(i), (iv) or (v), upon termination of the Agreement, State National Group shall buy out CUMIS’ right to participate in future Program Business on the terms set forth in Section 12.4(e) below. In the case of a termination of this Agreement as a result of an act or omission by, or circumstance relating to, State National Group that is referred to in Section 12.3(a)(i), (iv) or (v), CUMIS may elect to acquire State National’s right to participate in future Program Business by giving notice of such election within thirty (30) days of the termination date (or, if State National is then the subject of proceedings of a type referred to in Section 12.3(a)(i) and CUMIS is legally stayed from giving notice of such election as a result of such proceedings, then CUMIS shall be entitled to make such election at any time prior to the date which is thirty (30) days after the lifting of any such stay); provided, however, that if CUMIS does not make such election as aforesaid, State National Group shall buy out CUMIS’ right to participate in future Program Business on the terms set forth in Section 12.4(e) below. In the event of a significant change in the regulatory, legal and/or legislative environment which reduces the value of the Program Business by 30% or more, State National may elect not to buy out CUMIS’ rights in future Program Business by giving CUMIS written notice of such election within thirty (30) days of the termination of this Agreement, in which case State National shall be relieved of such obligation, on the understanding that in such circumstances both Parties shall (following termination of this Agreement) be entitled to distribute Covered Products to Program Participants and the non-compete restrictions of Section 12.4(f) shall not apply. In the event CUMIS acquires State National’s right to participate in future Program Business or State National elects not to acquire CUMIS’ rights in future Program Business in the circumstances referred to in the preceding sentence, State National shall continue to afford CUNA Mutual Group

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with reasonable access to State National Group’s Program files and related records following termination of the Agreement.

12.4(e) Buy-out Procedures.   In the event of termination of this Agreement, the acquiring Party shall purchase the other Party’s right to participate in future Program Business for a cash purchase price equal to the previous twelve (12) months Net Premium (as defined in the Reinsurance Agreement and measured as of the month end immediately preceding the Termination Date and annualized in the case of a termination during the first 12 months of the Program)(the “Adjusted Premium Amount”) multiplied by a percentage rate determined based on the Loss Ratio (as defined in the Reinsurance Agreement) for Program Business during such twelve (12) month (or shorter) period, which percentage rate shall be determined as follows:

If the Loss Ratio for Program Business during the twelve (12) month period (or such shorter period as may be applicable) immediately preceding the Termination Date (calculated as of the month end immediately preceding Termination Date) is fifty percent (50%), the purchase price shall equal thirty percent (30%) times the Adjusted Premium Amount.

If the Loss Ratio for Program Business during the twelve (12) month period (or such shorter period as may be applicable) immediately preceding the Termination Date (calculated as of the month end immediately preceding the Termination Date) is greater than fifty percent (50%), the percentage rate used to determine the buy out price will be reduced by two (2) percentage points for each percentage point by which the Loss Ratio exceeds fifty percent (50%). For example, at a Loss Ratio of fifty two and one half percent (52.5%) the purchase price shall equal twenty five percent (25%) (i.e., 30% minus 5%) times the Adjusted Premium Amount.

If the Loss Ratio for Program Business during the twelve (12) month period (or such shorter period as may be applicable) immediately preceding the Termination Date (calculated as of the month end immediately preceding the Termination Date) is less than fifty percent (50%), the percentage rate used to determine the buy out price will be increased by two (2) percentage points for each percentage point by which the Loss Ratio is less than fifty percent (50%). For example, at a Loss Ratio of forty four and one half percent (44.5%) the purchase price shall equal forty one percent (41%) (i.e., 30% plus 11%) times the Adjusted Premium Amount.

In the event that the definitive Loss Ratio for the applicable period is ultimately determined to be different than that previously used by the Parties to calculate the buy out price, a true up payment shall be made by one Party to the other.

Except as provided below, the cash purchase price payable in connection with a buy-out shall be due in full no later than the Termination Date (or, if the Adjusted Premium Amount is not yet finally determined by such date due to a bona fide dispute between the Parties, then on the date the Adjusted Premium Amount is finally determined); provided, however, in the event of a termination of this Agreement by either Party pursuant to Section 12.2, or by State National following a material breach of a Program Agreement by a member of the CUNA Mutual Group, the acquiring

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Party will be entitled to pay the cash purchase price in installments, as follows:

25% of purchase price due and payable on the Termination Date (or, if later, the date on which the Adjusted Premium Amount is determined);

25% of the purchase price due and payable on the first anniversary of the Termination Date;

25% of the purchase price due and payable on the second anniversary of the Termination Date; and

Balance of the purchase price due and payable on the third anniversary of the Termination Date.

However, if at any time the acquiring Party breaches its non-compete obligations or any other continuing obligations hereunder, fails to make a payment when due, or is the subject of proceedings of the type referred to in Section 12.3(a)(i), the balance of the purchase price shall become due immediately.

Interest on the unpaid balance shall accrue from the Termination Date at the prime lending rate of Bank of America N.A. (or its successor), as in effect from time to time, with interest payable quarterly in arrears (and to the extent not paid on a timely basis, interest shall be capitalized).

12.4(f)   Covered Products Offerings Following Termination.    Except as provided below, upon termination of this Agreement, the Party which sells its participation interest in future Program Business shall not sell, promote or distribute, or otherwise permit any member of its affiliated group to sell, promote or otherwise distribute, Covered Products to Credit Union Organizations which were Program Participants on the Termination Date for a period of twelve (12) months thereafter; provided, however, that in the event State National buys out CUMIS’ right to participate in future Program Business following termination of this Agreement, State National agrees that CUNA Mutual Group shall be entitled to broker State National’s Covered Products for any CUNA Mutual Group customers seeking a Tracked CP Program, on terms and conditions reasonably acceptable to State National.

ARTICLE XIII

DISPUTE RESOLUTION

13.1                                Dispute Resolution.   In the event of any controversy or dispute relating to this Agreement or any other Program Agreement or the performance of any party hereunder or thereunder, CUMIS and State National shall refer the matter to their respective senior management for resolution. Senior management shall in good faith attempt to resolve the matter, but if they are not able to do so after a period of fifteen (15) business days, then, the matter shall be referred to their respective chief executive officers for resolution. If the chief executive officers cannot resolve the matter within fifteen (15) business days, then the Parties agree that the exclusive means by which any such dispute shall be resolved shall be arbitration in accordance with the terms of this Article XIII, and, except for those matters set forth in Article XI of this Agreement which shall not be subject to arbitration, either Party may elect to initiate arbitration proceedings.

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Any arbitration pursuant to this Section shall be conducted in accordance with the commercial rules of the American Arbitration Association then in effect. The duty to arbitrate shall survive the cancellation or termination of this Agreement. All applicable statutes of limitation shall be tolled while the procedures specified in this Article XIII are pending. The Parties will take such actions, if any, required to effectuate such tolling.

The fact that the dispute resolution procedures specified in this Article shall have been invoked shall not excuse any Party from performing its obligations under this Agreement and, during the pendency of any such procedure, all parties shall continue to perform their respective obligations in good faith, subject to any rights to terminate this Agreement that may be available to any Party.

13.2                        Arbitrator.   If a matter is referred to arbitration as provided in Section 13.1, CUMIS and State National shall jointly agree upon an arbitrator. If they are unable to agree upon a single arbitrator within twenty (20) days of the election to refer the matter to arbitration, they shall each select one arbitrator and those two arbitrators shall select a third arbitrator. If a Party fails to select its own arbitrator within thirty (30) days following a written request by the other Party to do so, the Party who has chosen its arbitrator may select the arbitrator on the other Party’s behalf. If the two Party-selected arbitrators are unable to agree upon the third arbitrator within thirty (30) days following their appointment, each arbitrator shall identify three nominees of whom the other shall decline two, and the final selection shall be made by drawing lots. If the Parties are unable to agree upon a single arbitrator and there are three arbitrators, a majority vote of the arbitrators shall be the decision of the arbitrators.

13.3                        Arbitration Procedure.   Unless the Parties agree otherwise, the arbitration shall be held in Dallas, Texas. The arbitrator(s) shall allow such discovery as the arbitrator(s) determine appropriate under the circumstances and shall resolve the dispute as expeditiously as practicable, and if reasonably practicable, within one hundred twenty (120) days after the selection of the arbitrator(s). The arbitrator(s) shall give the Parties written notice of the decision, which shall include the arbitrator’s(s’) findings of fact and conclusions of law. The decision of the arbitrator(s) shall be final and binding and nonappealable with respect to all persons, including without limitations, persons who fail or refuse to participate in the arbitration process.

13.4                        Arbitration Expenses.   All expenses incurred in connection with an arbitration under this Article (including the expenses and fees of the arbitrator(s) and of the Parties) shall be borne by the Party that does not prevail in the decision thus rendered. However, if the arbitrator(s) does not decide entirely in one Party’s favor, the arbitrator(s) shall decide which Party is to bear the expenses or how they are to be allocated between them unless the Parties themselves agree on how the expenses are to be handled.

13.5                        Consolidation.   In the event of multiple controversies or disputes relating to this Agreement or to any of the Program Agreements or the performance of any party thereunder, then (except for the matters referred to in Article XI hereof), the entire dispute among the parties shall be

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subject to single arbitration proceedings commenced in accordance with any of the Program Agreements, and CUMIS and State National shall not object to the consolidation of such disputes with the proceedings first commenced.

ARTICLE XIV

INDEMNIFICATION

14.1                        By CUMIS.   CUMIS agrees to indemnify and hold the members of the State National Group and their respective directors, officers, employees, agents, successors and assigns harmless from, against and in respect of the following if such amounts aggregate more than $25,000 during any twelve (12) month period:

14.l(a)   any and all liability, losses, damages and deficiencies resulting from or arising out of any failure or breach of any representation or warranty, or any breach or nonfulfillment of any covenant or agreement, of any member of the CUNA Mutual Group made in a Program Agreement;

14.l(b)   any and all liability, losses, damages and deficiencies resulting from or arising out of the gross negligence, willful misconduct or fraudulent, malicious or criminal acts or omissions of any member of the CUNA Mutual Group or its representatives or employees arising out of or connected in any way with a Program Agreement; or

14.l(c)   all actions, suits, proceedings, claims, demands, assessments, judgments, fines, penalties or amounts paid in settlement, costs or expenses (including reasonable attorneys fees and expenses) incident to any of the foregoing.

14.2                        By State National.   State National agrees to indemnify and hold the members of CUNA Mutual Group and their respective directors, officers, employees, agents, successors and assigns harmless from, against and in respect of the following if such amounts aggregate more than $25,000 during any twelve (12) month period:

14.2(a)   any and all liability, losses, damages and deficiencies resulting from or arising out of any failure or breach of any representation or warranty, or any breach or nonfulfillment of any covenant or agreement, of any member of the State National Group made in a Program Agreement;

14.2(b)   any and all liability, losses, damages and deficiencies resulting from or arising out of the gross negligence, willful misconduct or fraudulent, malicious or criminal acts or omissions of any member of the State National Group or its representatives or employees arising out of or connected in any way with a Program Agreement;

14.2(c)   liabilities under any policy issued by State National to a Program Participant, subject to the Reinsurance Agreement, except with respect to liabilities arising out of the negligence of any member of the CUNA Mutual Group acting in the capacity as insurance

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producer; or

14.2(d)   all actions, suits, proceedings, claims, demands, assessments, judgments, fines, penalties, or amounts paid in settlement, costs or expenses (including reasonable attorneys fees and expenses) incident to any of the foregoing.

14.3                        Waiver of Consequential Damages.   Notwithstanding anything herein to the contrary, neither Party (nor any affiliate thereof) shall be liable to the other Party (or any affiliate thereof) for any indirect, incidental, special, exemplary or consequential damages in connection with the Program or any other matters contemplated by the Program Agreements, whether in an action in contract, tort or otherwise, except to the extent the same are the result of the gross negligence, willful misconduct or fraudulent, malicious or criminal acts or omissions of the other Party or its affiliates or any representative or employee thereof.

14.4                        Defense of Claim.   The indemnified party shall promptly notify the indemnifying party of the existence of any loss, claim, demand, assessment or other matter (“Claim”) as to which the indemnification would apply and give the indemnifying party reasonable opportunity to defend the Claim at its own expense. Failure to give such notice shall not affect the indemnifying party’s obligation under this Article except to the extent the indemnifying party is prejudiced thereby. If the indemnifying party shall, within a reasonable time after notice, fail to defend, the indemnified party shall have the right, but not the obligation, to undertake the defense of, and to compromise or settle (exercising reasonable business judgment), the Claim on behalf, for the account, and at the risk of the indemnifying party. The indemnified party shall make available all information and assistance that the indemnifying party may reasonably request in connection with such defense and shall at all times have the right to participate in the defense at its own expense. The indemnified party shall make available to the indemnifying party or its representatives all records and other materials required by them and in the possession or under the control of the indemnified party for the use of the indemnifying party and its representatives in defending any such Claim and shall in other respects give reasonable cooperation in such defense. In the event the parties disagree regarding which is the indemnifying party and which is the indemnified party, then each party shall defend itself and both parties agree to reasonably assist the other party in the defense and to act reasonably in the settlement or other disposition of the Claim.