the negotiation and execution of this Letter of Intent and any related agreements. The governing law of this Letter of Intent shall be the laws of the State of Illinois, and the parties hereto agree to the sole jurisdiction of the State of Illinois courts. By signing below, each of the parties signifies that this L

ts. The governing law of this Letter of Intent shall be the laws of the State of Illinois, and the parties hereto agree to the sole jurisdiction of the State of Illinois courts. By signing below, each of the parties signifies that this Letter of Intent sets forth their preliminary understanding. ACKNOWLEDGED, ACCEPT

RSIFIED ) COMPANY, MAeISTRATE JUDGEL4113KOYIURY DEMANDED Defendants. ) COMPLAINT Plaintiff, JAMES W. SCHACHT, Acting Director of Insurance of the State of Illinois, in his capacity as Conservator of United Diversified Corporation, and as Liquidator of Associated Life Insurance Company and United Fire Insurance

d groups. 4. At all relevant times United Fire was a domestic stock property, casualty and fire insurance corporation organized under the laws of the State of Illinois with its principal place of business in Des Plaines Illinois. United Fire is a wholly-owned -2- rnn wv nr:II IM1 C107-4,7_1121; EFTA00612519 su

main liable for such payments. Governing Law The Senior Indenture and the senior debt securities issued thereunder will be governed by the laws of the State of Illinois. The Subordinated Indenture and the subordinated debt securities issued thereunder will be governed by the laws of the State of New York. Concerni

y of such damage. You acknowledge that opening the drawing package reflects this allocation of risk. This agreement will be governed by the laws of the State of Illinois not by the 1980 U.N. Convention on Contracts for the International Sales of Goods. This agreement is the entire agreement between us and supersedes