Subscriber Agreement Summary

BRANCH INSURANCE EXCHANGE

SUBSCRIBER AGREEMENT AND POWER OF ATTORNEY

The Subscriber (“you” or “your”) to Branch Insurance Exchange (“BRANCH”), an Ohio domiciled reciprocal insurance exchange, agrees together, with all other subscribers to BRANCH, and with Branch Financial, Inc. (“BFI”), a Delaware corporation with its principal place of business in Columbus, Ohio, as the Attorney-in-Fact for BRANCH, as follows:

1.     Agreement to Exchange Policies

You hereby offer and agree to pay your policy premiums and to exchange with other BRANCH Subscribers policies providing insurance for any insured loss as stated in those policies.

2.     Power of Attorney

You hereby appoint BFI as the Attorney-in-Fact with the express authority and permission to effectuate and conduct the lawful business affairs of BRANCH.  This authority includes the ability to carry out all customary functions of a reciprocal insurance exchange, including but not limited to the following responsibilities: (a) Exchange, with other Subscribers to BRANCH, any and all kinds of reciprocal insurance contracts, which BRANCH is authorized by law to write; (b) Issue, exchange, renew, non-renew, cancel or modify insurance policies; (c) Adjust, settle, defend, litigate, appeal, and pay claims or losses under the insurance policies of members; (d) Act as an intermediary to obtain reinsurance; (e) Accept service of process on behalf of BRANCH in actions against BRANCH upon contracts exchanged; (f) Open accounts and borrow money in the name of BRANCH; (g) Hire and compensate personnel and agents; (h) Collect premiums and invest and reinvest funds; (i) Receive notices and proof of loss; (j) Enter into any lawful contracts for purposes of effectuating and conducting the lawful business affairs of BRANCH; (k) Administer Subscriber Savings Accounts, including allocations thereto and distributions therefrom; (l) make charitable donations on behalf of subscribers; and (m) Manage and conduct the business and affairs of BRANCH, its affiliates and subsidiaries. 

3.     Management Fee and Expenses

You agree that as compensation for BFI becoming and acting as Attorney-in-Fact and managing the business and affairs of Branch, BFI may retain 5% of all premiums written or assumed by BRANCH (the “management fee”).  The rest of the premiums will be retained by BRANCH and will be used for all expenses, including, but not limited to, losses, loss adjustment expense, investment expenses, damages, legal expenses, court costs, taxes, assessments, licenses, fees, any other governmental fines and charges, establishment of reserves and surplus, and reinsurance, and may be used for other purposes BFI decides are to the advantage of Subscribers.  BRANCH will also be responsible for paying general administrative expenses incurred by BFI, including, but not limited to, sales commissions, salaries and employee benefits, customer/policy acquisition expense, taxes, rent, depreciation and supplies.  Any expense may be paid directly by BRANCH, or if paid by BFI, reimbursed separately from the management fee.

4.     Subscribers’ Advisory Forum

You understand that BFI and BRANCH have established a Subscribers’ Advisory Forum (“SAF”) to give Subscribers a voice in the operation of BRANCH.  The SAF is maintained under rules adopted herein by you, which are available for review at members.ourbranch.com, or upon request. 

5.     Subscriber Savings Accounts

BRANCH will maintain a separate individual Subscriber Savings Account (“SSA”) for each Subscriber, and may, in its discretion, set aside a credit for each Subscriber.  SSAs are maintained under rules adopted herein by you, which are available for review at https://ourbranch.com/s/blog/subscriber_savings_account, or upon request.  Pursuant to the terms of the SSA Policy, Subscribers may become vested in a certain percentage of SSA funds according to a schedule that rewards Branch loyalty.  Additionally, Subscribers may be entitled to cash distributions of vested funds. For more information, visit members.ourbranch.com.

6.     Surplus Contributions

The Subscriber agrees to pay their policy premium and agrees to make, in addition to policy premiums, a surplus contribution equal to 2% of all premiums to BRANCH (“Surplus Contribution”).  The Surplus Contribution is payable to BRANCH on or prior to the initial effective date of coverage and on or prior to the effective date of all endorsements generating an additional premium.  The Subscriber understands and agrees that the amounts paid as Surplus Contributions will be credited as policyholder surplus for the benefit and protection of BRANCH Subscribers and that Surplus Contributions made to BRANCH are not premiums for insurance.  Upon the issuance of an insurance policy, or any other confirmation of coverage by BRANCH, the return of surplus contributions can occur only after withdrawal of the Subscriber from BRANCH and, only with the approval of BFI and regulating authorities, where so required.  BRANCH will return any surplus contributions (without interest) made during that policy term on a pro-rata basis to those Subscribers who terminate coverage for any reason.  All other surplus contributions, including those made on previous policy terms, will be retained by BRANCH for the benefit of all remaining Subscribers.

7.     Application to Future Policies

You agree that this Agreement, including the Power of Attorney, shall have application to all insurance policies for which you apply at BRANCH, including now and in the future, and it applies to any endorsements to or any renewals, amendments, or modifications of any such policies.  Should a policy be rewritten, this Agreement also applies to the replacement policy issued to you without need for another execution of this Agreement.

8.     Choice of Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio.