PACIFIC CLAIM EXECUTIVES ASSOCIATION

This organization shall be known as the Pacific Claim Executives Association (the “Association”).

The Governing Board (as defined herein) shall fix the location of the principal office of the Association at any place within the state of California. If the Association has one or more business office(s) within or outside the state of California, the Governing Board shall fix and designate a principal office in California.

The Association is a nonprofit unincorporated association, and is not organized for the private gain of any person. The purpose of the Association is the promotion and advancement of the common business interests of its member companies, as those business interests pertain to the member companies’ involvement in the insurance industry in the PCEA Territory (as defined herein). These interests include improving the business conditions of the lines of business that Association member companies are engaged in, by educating member representatives about the ongoing developments and changes in their industry, and providing member companies with a forum to discuss such developments and changes on a biannual basis at two regularly scheduled meetings (the “Biannual Meetings”). Any action taken by the Association shall be advisory only and shall not commit any of the Association’s member companies to any course of action within the operations of their own businesses. Nothing in this Article shall be construed as allowing the Association to engage in any activity which is not permitted under Section 501(c)(6) of the Internal Revenue Code of 1986, as amended (the “Code”).

Upon the dissolution or winding up of the Association, its assets remaining after payment, or provision for payment, of all debts and liabilities of the Association shall be distributed to one or more nonprofit funds, foundations, corporations or associations which have established tax exempt status under any section of the Code. No part of the income or assets of the Association shall ever inure to the benefit of any member, Governing Board member, or officer of the Association, or to the benefit of any private person.

A. The Association is an unincorporated association comprising companies writing property or casualty insurance or exclusively managing claims for, and only for, such company, and any self-insured companies within the PCEA Territory (as defined herein), and their representatives (each of the companies, individually, a “Member”, and collectively, the “Members”) with each Member represented by a qualified claims executive (the “Representative”) from the western states of the United States and British Columbia, Canada (the “PCEA Territory”). The states constituting the United States portion of the PCEA Territory include the following: Alaska, Arizona, California, Colorado, Hawaii, Idaho, Montana, New Mexico, Nevada, Oregon, Utah and Washington.

B. In order to serve as a Representative for a Member, the Representative must be designated at the time of application for membership, and must be a claim executive who is either:

1. Responsible for managing the claim operations of the Member in the PCEA Territory;

2. Serving as the executive responsible for the Member’s claims within the home office; or

3. Serving as the regional claim executive responsible for the Member’s claims within one or more of the designated states or provinces in the PCEA Territory.

C. Applications for membership may be approved by the Governing Board at any of its regular meetings or by electronic means in the interim.

D. Any Member whose annual membership fee is not paid by the end of the Biannual Meeting held in April, after notice from the Secretary, shall be considered to have forfeited its membership. Reinstatement of membership may be made only through re-filing of application for membership and payment of the membership fee established by the Governing Board.

E. Individuals serving as Representatives shall be entitled to attend the Biannual Meetings.

F. Members shall advise the Secretary as soon as practicable of any changes in their Representative’s contact information, title or job responsibilities.

G. Subject to the provisions of Sections 18605-18640 of the California Corporations Code (the “California Code”), the Governing Board members shall not be personally liable for the debts, liabilities, or other obligations of the Association based upon any alleged failure to discharge his or her obligations as a Member including, without limiting the generality of the foregoing, any actions or omissions which exceed or defeat any purpose to which the Association, or assets held by it, may be dedicated.

ARTICLE V

GOVERNING BOARD:

A. A Governing Board (the “Governing Board” ), consisting of the officers of the Association (as defined herein), shall be the executive body of the Association with full power to act in the name of the Association on all matters within the purview of this Constitution and Bylaws.

B. The business and affairs of the Association shall be managed, and all decision-making powers shall be exercised, by or under the direction of the Governing Board. The Governing Board may delegate the management of the activities of the Association to any person or persons, management company or committee, however composed, provided that the activities and affairs of the Association be managed and all corporate powers shall be exercised under the ultimate direction of the Governing Board. All powers not specifically reserved by the Members, herein, shall be within the powers exercisable by the Governing Board.

C. Quorum. Sixty percent (60%) of the number of Governing Board members shall constitute a quorum for the transaction of business. Every act done or decision made by a majority of the Governing Board members present at a meeting at which a quorum is present shall be regarded as the act of the Governing Board.

D. Regular Meetings:

1. A minimum of four (4) regularly scheduled meetings of the Governing Board, including the meetings of the Governing Board scheduled during the Biannual Meetings, shall be held each year.

2. Meetings of the Governing Board that do not take place at the Biannual Meetings shall be held at the principal office of the Association, or at such place within or without the State of California as is fixed from time to time by resolution of the Governing Board. Whenever a place other than the principal office is fixed by resolution as the place at which future meetings are to be held, written notice thereof shall be sent not later than the following business day to all the Governing Board members who were absent from the meeting at which the resolution was adopted.

3. Meetings of the Governing Board may also be held telephonically, so long as the requirements for participation at such meetings, as set forth in Section F below, are satisfied.

E. Special Meetings:

1. Special meetings of the Governing Board (“Special Meetings”) may be called at any time by the President or the Secretary, and the President or the Secretary shall call a Special Meeting at any time upon the written request of any Governing Board member. Any action required or permitted to be taken by the Governing Board under any provision of this Constitution and Bylaws may be taken at a Special Meeting.

2. Notice of the time and place of Special Meetings shall be given to each Governing Board member by one of the following methods: (a) by personal delivery or written notice; (b) by first class mail, postage paid; (c) by telephone including a voice messaging system or other system or technology designed to record and communicate messages, facsimile, electronic mail, or other electronic means; or (d) by telegram, charges prepaid. All such notices shall be given or sent to the Governing Board member’s address as shown on the records of the Association; or, if notice is given by facsimile, the notice shall be sent to each Governing Board member at his or her facsimile number as shown on the records of the Association; or, if notice is given by electronic mail, the notice shall be sent to each Governing Board member at his or her electronic mail address as shown on the records of the Association. Any oral notice given personally or by telephone may be communicated directly to the Governing Board member or to a person at the Governing Board member’s office who would reasonably be expected to communicate such notice promptly to the Governing Board member.

3. Notices sent by first class mail shall be deposited into a United States mail box at least four days before the time set for the Special Meeting. Notices given by personal delivery, telephone, voice messaging system or other system or technology designed to record and communicate messages, facsimile, electronic mail or telegraph shall be delivered, telephoned, telecopied, faxed, send by electronic mail or given to the telegram company at least 48 hours before the time set for the Special Meeting.

4. The notice shall state the time and place for the Special Meeting, except that the place of the meeting need not be specified if the meeting is to be held at the principal executive office of the Association. The notice need not specify the purpose of the meeting.

F. Participation in Meetings. Governing Board members may participate in a meeting through use of conference telephone or electronic video screen communication as long as all members participating in the meeting are able to hear one another. Governing Board members may also participate in a meeting through use of electronic transmission by and to the Association, other than conference telephone and electronic video screen communication, if (a) each member participating in the meeting can communicate with all of the other members concurrently; and (b) each member is provided the means of participating in all matters before the Governing Board, including, without limitation, the capacity to propose, or to interpose an objection to, a specific action to be taken by the Association.

G. Adjourned Meetings. A quorum of the Governing Board members may adjourn any Governing Board meeting to meet again at a stated day and hour. In the absence of a quorum a majority of the Governing Board members present may adjourn from time to time to meet again at a stated day and hour prior to the time fixed for the next regular meeting of the Governing Board. The motion for adjournment shall be recorded in the minute book of the Association. If the meeting is adjourned for more than twenty-four (24) hours, notice of any adjournment at another time or place shall be given prior to the time of the meeting to the members of the Governing Board who were not present at the time of the adjournment.

H. Waiver of Notice. Notice of a meeting shall also be deemed given to any Governing Board member who attends the Special Meeting without protesting before or at its commencement about the lack of adequate notice. Governing Board members can protest the lack of notice only by presenting a written protest to the Secretary of the Association either in person, by first class mail addressed to the Secretary at the principal office of the Association as contained on the Association’s records as of the date of the protest, or by facsimile addressed to the facsimile number of the Association as contained on the Association’s records as of the date of the protest.

I. Action without meeting. Any action required or permitted to be taken by the Governing Board under any provision of this Constitution and Bylaws may be taken without a meeting, if all Governing Board members shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Governing Board. Such action by written consent shall have the same force and effect as an unanimous vote of the Governing Board.

J. Program Chairs. In accordance with their planning of Biannual Meetings, the Governing Board shall designate individuals, whether Representatives or guest speakers, who will serve as program chairs (the “Program Chairs”) for the Biannual meetings. The Program Chairs shall assist the Governing Board in developing the panel discussions, and specific topics to be discussed, at the Biannual Meetings. Program Chairs shall be allowed to attend Governing Board meetings held during the twenty-four (24) month period preceding the Biannual Meeting for which they have been designated.

K. Removal. Governing Board members may be removed without cause by a simple majority of Governing Board members then in office.

L. Resignations. Except as provided in this paragraph, any Governing Board member may resign, which resignation shall be effective upon giving written notice to the Governing Board, unless the notice specifies a later time for the resignation to become effective. No Governing Board member may resign if the Association would then be left without a duly elected Governing Board member in charge of its affairs.

M. Appointment to Fill Vacancies. If a vacancy is created by any event, a majority of the remaining Governing Board members then in office may appoint a new Governing Board member to serve until the next October Biannual Meeting of the Members (the “Annual Meeting”). An appointment to fill a vacancy shall only be made at a meeting of the Governing Board, held upon proper notice as set forth in this Article V.

N. No Removal on Reduction of Number of Governing Board Members. No reduction of the authorized number of Governing Board members shall have the effect of removing any Governing Board member before that Governing Board member’s term of office expires.

O. No Compensation. No member of the Governing Board shall receive compensation, directly or indirectly, from the Association for their services rendered in connection with their elected position.

P. No Liability for Governing Board Members. Subject to the provisions of Sections 18605-18640 of the California Code, the Governing Board members shall not be personally liable for the debts, liabilities, or other obligations of the Association for any reason, including, without limitation, any alleged failure to discharge his or her obligations as a Governing Board member.

A. The Association shall have as officers a President, Vice President, Secretary, Treasurer and an Immediate Past-President (individually, an “Officer”, and collectively, the “Officers”), which Officers shall also constitute the Governing Board. The Association may also have, at the discretion of the Governing Board, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers. Any number of offices may be held by the same person, except that neither the Secretary nor the Treasurer may serve concurrently as the President. The Officers shall be elected, as provided in this Article VI.

B. Nomination and Elections:

1. Election of an individual as an Officer under this Article VI constitutes election to the Governing Board for a period of five (5) years (the “Term of Office”), during which Term of Office elected Officers shall serve one (1) year in each of the 5 offices in the following sequential order: (a) Secretary, (b) Treasurer, (c) Vice President, (d) President and (e) Immediate Past-President.

2. At anytime prior to the final day of the Annual Meeting, the Governing Board shall, after seeking the advice of individuals attending the Annual Meeting who have previously served in the office of President, select a nominee (the “Nominee”) from among the Representatives to be elected to the Term of Office on the Governing Board.

3. The Members shall vote to approve and confirm the Nominee at the Annual Meeting or at any adjournment thereof.

4. Each Member of the Association shall be entitled to one vote, such vote to be cast by the Representatives attending the Annual Meeting.

5. A majority of the ballots cast by those present and qualified to vote is necessary for the Nominee to be approved and confirmed.

6. In the event that the Nominee is not approved and confirmed by a vote of the Members, the office shall be considered vacant.

7. Vacancies in the Governing Board shall be filled by a majority vote of the remaining Governing Board members until the next Annual Meeting.

C. Duties:

1. President. The President shall, subject to the control of the Governing Board, supervise, direct, and control the business affairs of the Association and the activities of the Officers. The President may delegate his or her responsibilities and powers subject to the control of the Governing Board. In addition to all duties incident to their office, the President shall preside at all meetings of the Governing Board. The President shall have such other powers and duties as may be prescribed by the Governing Board or this Constitution and Bylaws. The President shall preside at all meetings of the Members.

2. Vice President. In the absence or disability of the President, or in the event of the President’s inability or refusal to act, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President. In the event of a vacancy in the presidency, the Vice President shall succeed to the office and perform the duties of the President until formal election is held. The Vice President shall make recommendations to the Governing Board for the constitution and staffing of any committee(s), if the Governing Board so desires to create such committee(s) to facilitate the execution of the Association’s purpose, as defined in Article III.

3. Treasurer. The Treasurer shall have charge of all moneys received by the Association from whatever source, and shall keep full, accurate account of all receipts and disbursements and books belonging to the Association. The Treasurer shall deposit all moneys in the name and to the credit of the Association in such depositories as may be designated by the Governing Board and shall render to the Governing Board members from time to time as they require, an account of all transactions of the financial condition of the Association.

4. Secretary. The Secretary shall record all proceedings of the meetings and keep minutes and all records that may be required, issue all calls for meetings, dispatch bulletins and conduct correspondence. The Secretary shall give, or cause to be given, notice of all meetings of the Governing Board in accordance with this Constitution and Bylaws. The Secretary shall keep the seal of the Association, if any, in safe custody, and shall have such other powers and perform such other duties incident to the office of Secretary as may be prescribed by the Governing Board or this Constitution and Bylaws.

5. Immediate Past-President. The Immediate Past-President shall assist the other Governing Board members in the execution of their duties as Officers and Governing Board members. The Immediate Past-President shall provide guidance and recommendations on all matters before the Governing Board in which the Immediate Past-President has experience from their time holding the other Offices.

D. No Liability for Officers. Subject to the provisions of Sections 18605-18640 of the California Code, the Officers shall not be personally liable for the debts, liabilities, or other obligations of the Association for any reason, including, without limitation, any alleged failure to discharge his or her obligations as an Officer.

ARTICLE VII

MEETINGS OF THE MEMBERS:

A. The Biannual Meetings of the Members shall be held each April and October at a place to be determined by the Governing Board, and shall last three (3) days. Any such meetings may be recessed or adjourned to a subsequent date.

B. It is the expressed policy of the Association that regular attendance at all Biannual Meetings by the Representatives is essential.

C. It is recognized that there may be circumstances where Representatives may be unable, for reasons beyond their control, to attend. In such cases the Member may name an alternate to attend, which alternate shall be designated in writing and submitted to the Governing Board as soon as possible. Upon approval by the Governing Board, said alternate shall be allowed to attend in place of the Representative at that meeting, and shall be authorized to represent the Member in all respects as if the alternate were the official Representative of the Member.

D. Except as set forth in this Article VII, all meetings of the Members shall be designated as closed to the public. Except as set forth in this Article VII, no person who is not a Representative, or an approved alternate, shall be allowed to attend any meeting except that any former Officer of the Association may attend meetings of the Association upon payment of the registration fee, and any former Representative of a current Member may attend at the invitation of the former Representative’s replacement, or upon application in writing to the Governing Board no later than thirty (30) days in advance of the meeting. Attendance of any such former Representative shall be subject to the approval of the Governing Board, at its sole discretion. The attending former Representative shall pay the applicable registration fee for the Biannual Meeting.

E. The Governing Board may from time to time invite or allow attorneys, advisors or other guest speakers to attend the Biannual Meetings, as determined by the Governing Board, making such exceptions to the Association’s closed meetings policy as the Governing Board deems advisable. In the event that a person who is not a Representative or an approved alternate is granted the right to attend any session, such person shall not have a vote, or any voice, in the affairs of the Association.

F. Any session which is designated as a business session (“Business Session”) by the Governing Board shall only be open to the Representatives or their approved alternates. No other person shall have the right to attend Business Sessions.

G. Members may have approved guests at any of the open events, luncheons or dinners of the Association held during the Biannual Meetings (the “Open Events”), and shall be responsible for such resulting charges, if any, as are determined by the Governing Board. The Governing Board, in its sole discretion, shall determine which Association events are Open Events, and shall advise Members of the planned Open Events in the corresponding Biannual Meeting agenda. The Governing Board reserves the right to modify or cancel Open Events without notice to Members.

A. The Governing Board shall have the power to levy assessments among the Members in the form of the following:

1. Annual membership dues; and

2. Registration fees for the Biannual Meetings.

B. Revenue generated by membership dues and registration fees for the Biannual Meetings shall be used by the Association to satisfy the expenses associated with the planning, operation and execution of the Biannual Meetings and all activities required to effect the same and the other operating expenses of the Association.

C. The Governing Board shall determine the amount of the registration fee to be charged for each Biannual Meeting, in addition to annual membership fees, to be paid at the time of registration for each meeting. Said registration fee shall be refundable only if the Representative is unable to attend for causes beyond their control and if an alternate is not approved by the Governing Board upon proper request.

Membership in the Association is continuous but any member may withdraw by giving at least thirty days notice in writing of intention to withdraw. The withdrawal shall not be effective until the notice period has expired.

A. This Constitution and Bylaws may be amended at any meeting of the Governing Board called for that purpose and after proper notice has been given under Article V, except that Article V and Article VI of this Constitution and Bylaws shall only be amended by a vote of the Members at a properly noticed meeting of the Members in accordance with Article X, Section B.

B. This Constitution and Bylaws may be amended at any meeting of the Members called for that purpose and after ten days notice has been given in writing to the Members of intention to amend. Any such amendments shall become effective provided they are adopted by a two-thirds vote of those present and entitled to vote.

C. Any meeting called for the purpose of amending this Constitution and Bylaws may, at the discretion of the Governing Board, be conducted electronically or telephonically.

A. Every person who was or is a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or a person of whom he is the legal representative is or was a Governing Board member, or Officer of the Association or is or was serving at the request of the Association or for its benefit as a director or officer of another enterprise, or as its representative in a corporation, partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the laws of the State of California against all expenses, liability and loss (including attorneys’ fees, judgments, fines and amounts paid or to be paid in settlement) incurred in defending a civil or criminal action, suit or proceeding which must be paid by the Association as they are incurred and in advance of the final disposition of the action, suit or proceeding upon receipt of an undertaking by or on behalf of the Governing Board member or Officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the Association. Such right of indemnification shall be a contract right which may be enforced in any manner desired by such person. Such right of indemnification shall not be exclusive of any other right which such Governing Board member, Officers or representatives may have or hereafter acquire and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any bylaw, agreement, vote of members, provision of law or otherwise, as well as their rights under this Article XI.

B. The Governing Board members may cause the Association to purchase and maintain insurance on behalf of any person who is or was a Governing Board member, or is or was serving at the request of the Association as a director or officer of another enterprise or as its representative in a corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred in any such capacity or arising out of such status, whether or not the Association would have the power to indemnify such person.

C. The Governing Board members may from time to time adopt further bylaws with respect to indemnification and may amend this Constitution and Bylaws to provide at all times the fullest indemnification permitted by the laws of the State of California.

All of the provisions of this Constitution and Bylaws of the Association shall be construed and carried out in such manner as to conform to applicable municipal, state and federal laws, and no provision thereof contrary to, or inconsistent with, any such law is intended to, or shall be binding upon, the Members of the Association.

A. The purpose of the conflict of interest policy is to protect the Association’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an Officer or Governing Board Member of the Association or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

B. Definitions:

1. Interested persons. Any Governing Board member, officer, or member of a committee with delegated powers by the Governing Board, who has a direct or indirect financial interest, as defined below, is an interested person.

2. Financial interest. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

a) An ownership or investment interest in any entity with which the Association has a transaction or arrangement,

b) A compensation arrangement with the Association or with any entity or individual with which the Association has a transaction or arrangement, or

c) A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Association is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under this Conflict of Interest Policy, a person who has a financial interest may have a conflict of interest only if the Governing Board decides that a conflict of interest exists.

C. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the members of the committee(s), if such a committee is formed by the Governing Board, with delegated powers by the Governing Board considering the proposed transaction or arrangement.

D. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the Governing Board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Governing Board or committee members shall decide if a conflict of interest exists.

E. Procedures for addressing the conflict:

1. An interested person may make a presentation at the Governing Board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.

2. The President shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

3. After exercising due diligence, the Governing Board or committee shall determine whether the Association can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

4. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Governing Board or committee shall determine by a majority vote of the disinterested Governing Board members whether the transaction or arrangement is in the Association’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.

F. Violations of the conflict of interest policy:

1. If the Governing Board or committee has reasonable cause to believe a member of the Governing Board has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.

2. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the Governing Board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

G. Records of proceedings. The minutes of the Governing Board and any committees with Governing Board delegated powers shall contain:

1. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the Governing Board’s or committee’s decision as to whether a conflict of interest in fact existed.

2. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings

H. Compensation. No member of the Governing Board shall receive compensation, directly or indirectly, from the Association for their services rendered in connection with their elected position.

I. Periodic reviews. To ensure the Association operates in a manner consistent with the Association’s purposes as set forth in Article III of the Association’s Constitution and Bylaws, and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects: whether partnerships, joint ventures, and arrangements with management organizations conform to the Association’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further the Association’s purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.

J. Use of outside experts. When conducting the periodic reviews as provided for in this Conflict of Interest Policy, the Association may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the Governing Board of its responsibility for ensuring periodic reviews are conducted.

I certify that I am the duly elected and acting Secretary of PACIFIC CLAIM EXECUTIVES ASSOCIATION (the “Association”), a California nonprofit unincorporated association, that this Constitution and Bylaws and Conflict of Interest Policy, together consisting of thirteen (13) pages, not including this certificate, are the only internal rules governing the Association as adopted by the Governing Board on April 23, 2009, and that neither this Constitution and Bylaws nor the Conflict of Interest Policy have been amended or modified since that date.

Executed on the 23^rd day of April, 2009.

/s/ Tom Mortland

______________________________________

Tom Mortland,

Secretary

ANTITRUST POLICY STATEMENT AND GENERAL GUIDELINES

FOR ANTITRUST COMPLIANCE FOR THE

PACIFIC CLAIM EXECUTIVES ASSOCIATION

It is the policy of the Pacific Claim Executives Association (“PCEA”) that all of its activities shall be conducted in compliance with all federal and state antitrust laws. All of the business meetings and other affairs shall be conducted in strict compliance with applicable antitrust laws and trade regulations. PCEA shall not participate in, permit, condone or promote any actions taken by its members on behalf of PCEA or its representatives, that restrict trade, increase or fix prices, prevent competition or in any other way or adversely affect the ability of any company, firm or individual to participate in the PCEA or to compete in this industry.

It is not the intention of PCEA to provide a forum for standardizing products or rates, current or future pricing, charges, credit terms, or for dividing markets or fixing profit levels for selecting or excluding competitors or suppliers.

Officers, staff, directors and members of PCEA are directed to adhere to this policy when engaging in any PCEA activity and to immediately report to and consult with PCEA’s legal counsel for appropriate advice and action regarding any proposals, communications, activities or incidents that may violate this antitrust policy. Any violation of the PCEA Antitrust Policy Statement is contrary to PCEA’s policy and is cause for expulsion, suspension, termination or similar action.

By membership in PCEA, or by attendance at any of its meetings or conferences, each member agrees to follow the letter and the spirit of all applicable antirust laws and regulations.

PCEA GUIDELINES FOR ANTITRUST COMPLIANCE

PCEA is a Public Benefit Corporation (not-for-profit) organized to serve the insurance industry with information on insurance issues. PCEA is not intended to, and shall not, play any role in the competitive decisions of its member companies or their employees, and PCEA shall not in any way restrict competition between or among its members or non-members.

In particular, PCEA and its committees, directors, officers, employees and members

SHALL NOT:

• 
  Discuss competitively sensitive insurance company practices;
  

• 
  Discuss or disclose individual company or member practices, pricing methods, premiums, rates, rate levels, allocations, territories or markets, underwriting standards, market entry or withdrawals, commissions, coverages or customers;
  

• 
  Engage in discussions or communications that might be construed as an agreement or understanding to refuse or refrain from using any certain vendors, companies, agents, brokers, suppliers or products, or from dealing with any company, business, individual or customer;
  

• 
  Discuss prices, pricing formulas, product plans, or marketing plans.
  

PCEA and its members may discuss and take positions on insurance-related legislation and regulation, but members may not discuss their market response in reaction to passage of, or the failure to pass, new laws, or regulations. Nor should any member threaten market withdrawal or underwriting restrictions in order to induce the passage or defeat of favorable laws or regulations. Members may, however, discuss the impact that legislative or regulatory change might have on business operations and the consequent general effects on the availability and affordability of insurance.

• 
  Do not give or listen to speeches or announcements, or participate in any discussions, encouraging coordinated behavior in order to maintain prices, profit margins or stability in the industry.
  

• 
  Do not attend formal meetings where standard meeting procedures are not followed or where there is no fixed agenda.
  

• 
  Do not discuss matters of industry concern at informal meetings, such as impromptu meetings at a hotel, restaurant, bar or the like, after the formal meetings have concluded.