INDEX [] · 2016-11-17 · court file no. cv-16-11425-00cl ontario superior court of justice b e t w e e n : in the matter of the insurance companies act, r.s.c. 1991 c. 47, as amended,

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Court File No. CV-16-11425-00CL

BETWEEN:

ONTARIO SUPERIOR COURT OF .JUSTICE

COMMERCIAL LIST

IN THE MATTER OF THE INSURANCE COMPANIES ACT, R.S.C. 1991 c. 47, AS AMENDED, AND THE MUTUAL PROPERTY AND CASUALTY INSURANCE

COMPANY WITH NON-MUTUAL POLICYHOLDERS CONVERSION REGULATIONS, SOR/2015-168

AND IN THE MATTER OF A PLAN OF CONVERSION OF ECONOMICAL MUTUAL INSURANCE COMP ANY

ECONOMICAL MUTUAL INSURANCE COMP ANY

MOTION RECORD

Applicant

(Eligible Mutual Policyholder Committee Appointment Motion)

McCarthy Tetrault LLP Suite 5300, Toronto Dominion Bank Tower Toronto ON M5K 1E6

GeoffR. Hall LS#: 347010 Tel: 416-601-7856 Fax: 416-868-0673

Byron Shaw LS#: 57744V Tel: 416-601-8256 Fax: 416-868-0673

Lawyers for the Eligible Mutual Policyholders

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TO: Osler, Hoskin & Harcourt LLP 100 King Street West 1 First Canadian Place Suite 6200, P.O. Box 50 Toronto ON M5X 1B8

Mark A. Gelowitz LSUC No. 31857J Tel: 416-862-4743

Laura K. Frie LSUC No. 36545Q Tel: 416-862-5899

Aislinn E. Reid LSUC No. 57238T Tel: 416-862-4920

Counsel for the Economical Mutual Insurance Company

DOCS 16078804v1

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INDEX

Court File No. CV-16-11425-00CL

ONTARIOSUPERIOR COURT OF JUSTICE

B E T W E E N :

IN THE MATTER OF THE INSURANCE COMPANIES ACT, R.S.C. 1991 c. 47,AS AMENDED, AND THE MUTUAL PROPERTY AND CASUALTY INSURANCE

COMPANY WITH NON-MUTUAL POLICYHOLDERS CONVERSION REGULATIONS,SOR/2015-168

AND IN THE MATTER OF A PLAN OF CONVERSION OFECONOMICAL MUTUAL INSURANCE COMPANY

ECONOMICAL MUTUAL INSURANCE COMPANY

Applicant

Motion Record INDEX(Eligible Mutual Policyholder Committee Appointment Motion)

TAB DESCRIPTION

1. Notice of Motion dated November 15, 2016

2. Affidavit of Nancy J. Carroll sworn November 15, 2016

A. Order of the Honourable Justice Hainey dated July 15, 2016

B. Order of the Honourable Justice Hainey dated September 29, 2016

C. All Applications for the Committee of Eligible Mutual Policyholders

1. Appleton, Charles

2. Beaupre, Alan

3. Belanger, Grant

4. Bodnar, Terence

5. Brock, Dave

6. Brzezinski, Peter

7. Charnuski, Rick

8. Chertkow, Wayne

9. Clancy, Tim

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TAB DESCRIPTION ~ 10. Cockburn, Ian L 11. Collins, Patrick

r 12. Cornell, Ben I L 13. DaSilva, Peter

I 14. DaSilva, Wendy I L 15. Downsley, Gordon

[ 16. Falbo, Richard

17. Glynn, Craig

I~ 18. Guerin, Camille I

L 19. Hannan, Terry

r 20. Harris, Alan

21. Hawton, Gary ~

r- 22. Hawton, Jiuliana

23. Hobson, Richard L.

I 24. Hogan, Brian

L 25. Hunt, Brenton

Ir-- 26. Hunter, Ralph

L_ 27. Kirkland, William

28. Koning, Wayne r · 29. Mailloux, Rose L

30. Martin, Jamie

[ 31. McCrea, William

32. McKinnon, William r·-

L 33. Messier, Richard

34. Meyer, Leendert

[ 35. Moon, Christopher

36. Morrison, Chris r•

L 37. Motz, Paul

38. Pahway, Ajay

[ 39. Pucovsky, Gregory

40. Preston, Ross

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TAB

41.

42.

43.

44.

45.

46.

47.

48.

49.

50.

51.

D.

E.

DESCRIPTION

Reidel, Terry

Saunders, David

Spears, Dan

Stinson, William

Sulpher, Leslie

Sunichura, Ram

Taylor, Tim

Tobias, John

Walpole, Jeffrey

Wilmont, David

Worden, Tom

Table Summarizing All Applications for the Committee of Eligible Mutual Policyholders

List of Recommended Applicants for the Committee of Eligible Mutual Policyholders

TAB 1

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Court File No.: CV-16-11425-00CL

BETWEEN:

ONTARIO SUPERIOR COURT OF JUSTICE

COMMERCIAL LIST

IN THE MATTER OFTHEINSURANCECOMPANIESACT, R.S.C. 1991c.47, AS AMENDED, AND THE MUTUAL PROPERTY AND CASUALTY INSURANCE

COMPANY WITH NON-MUTUAL POLICYHOLDERS CONVERSION REGULATIONS, SOR/2015-168



NOTICE OF MOTION (Eligible Mutual Policyholder Committee Appointment Motion)

Applicant

McCarthy Tetrault LLP, counsel to the Eligible Mutual Policyholders, will make

a motion to the Honourable Justice Hainey on Tuesday, November 29, 2016 at 10:00 am,

or as soon after that time as the motion can be heard, at the Superior Court of Justice,

Commercial List, 330 University Avenue, Toronto, Ontario.

PROPOSED METHOD OF HEARING: The motion is to be heard orally

pursuant to paragraph 1 of the Order of the Honourable Justice Hainey dated September

29, 2016.

THE MOTION IS FOR:

1. an Order appointing members of the Committee of Eligible Mutual Policyholders

for the demutualization of the Economical Mutual Insurance Company; and

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2 . 2. such further and other relief as this Honourable Court deems just.

THE GROUNDS FOR THE MOTION ARE:

I. McCarthy Tetrault LLP was appointed counsel to the Eligible Mutual

Policyholders of the Economical Mutual Insurance Company ("the Company") by

Order of the Honourable Justice Hainey dated September 22, 2016.

2. McCarthy Tetrault LLP received 51 applications for membership on the

Committee of Eligible Mutual Policyholders ("the Committee") on or before October

24, 2016, the deadline to submit applications.

3. McCarthy Tetrault LLP eliminated all applications presenting potential, actual, or

perceived conflicts of interest with the Eligible Mutual Policyholders.

4. Section 9(6) of the Conversion Regulations states that the committees of eligible

policyholders should have between three and nine members. McCarthy Tetrault LLP

proposes that six Eligible Mutual Policyholder applicants be appointed to the Committee

(the "Proposed Committee Members"~· The six Proposed Committee Members satisfy

the prescribed criteria in the Conversion Regulations and will fairly and adequately

represent the interests of the Eligible Mutual Policyholders.

5. McCarthy Tetrault LLP is prepared to recommend alternative committee

members should any of the Proposed Committee Members be deemed objectionable (the

"Alternative Committee Members").

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6. McCarthy Tetrault LLP has interviewed all Proposed Committee Members and

Alternative Committee Members via tel~phone.

7. McCarthy Tetrault LLP has obtained information about all of the applicants from

various sources, including the Company. On November 7, 2016, McCarthy Tetrault LLP

met with the Company to receive information from the Company about all of the

applications received for membership on the Committee. The Company made no efforts

to influence McCarthy Tetrault LLP's choice of candidates.

8. McCarthy Tetrault LLP will rely on section 9 of the Conversion Regulations.

9. McCarthy Tetrault LLP will also rely on such further and other grounds as

counsel may advise.

THE FOLLOWING DOCUMENTARY EVIDENCE will be used at the hearing

of the motion:

1. the affidavit ofNancy J. C;:rrroll sworn November 15, 2016; and

2. such other and further evidence as counsel may advise and this Court may

permit.

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November 15, 2016 McCarthy Tetrault LLP

TO: Osler, Hoskin & Harcourt LLP 100 King Street West 1 First Canadian Place Suite 6200, P.O. Box 50 Toronto ON M5X 1B8

Suite 5300, Toronto Dominion Bank Tower Toronto ON M5K 1E6

GeoffR. Hall LS#: 347010 Tel: 416-601-7856

Byron D. Shaw LS#: 57744V Tel: 416-601-8256 Fax: 416-868-0673


Mark A. Gelowitz LSUC No. 31857J Tel: 416-862-4743

Laura K. Frie LSUC No. 36545Q Tel: 416-862-5899

Aislinn E. Reid LSUC No. 57238T Tel: 416-862-4920

Counsel for the Economical Mutual Insurance Company

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COMMERCIAL LIST

Proceeding commenced at TORONTO

NOTICE OF MOTION

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(Motion by McCarthy Tetrault LLP for appointment of members of the Committee of

Eligible Mutual Policyholders)

McCarthy Tetrault LLP Suite 5300, Toronto Dominion B<.mk Tower Toronto ON M5K 1E6

GeoffR. Hall LS#: 347010 Tel: 416-601-7856 Fax:416-868-0673



#16017047

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TAB 2

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BETWEEN:


COMMERCIAL LIST

IN THE MATTER OF THE INSURANCE COMPANIES ACT, R.S.C. 1991c.47, AS AMENDED, AND THE MUTUAL PROPERTY AND CASUALTY INSURANCE

COMP ANY WITH NON-MUTUAL POLICYHOLDERS CONVERSION REGULATIONS, SOR/2015-168

1.



AFFIDAVIT OF NANCY J. CARROLL (Sworn November 15, 2016)

I, Nancy J. Canoll, of the City of Toronto, MAKE OATH AND SAY:

Applicant

I am a Partner in the Financial Services Group of McCarthy Tetrault LLP,

counsel to the Eligible Mutual Policyholders of the Economical Mutual Insurance

Company (the "Company"). I am part of the team representing the Eligible Mutual

Policyholders. As such, I have knowledge of the facts to which I hereinafter depose,

except where I expressly state or the context suggests that I have obtained the

information from other sources, in which case I believe the information to be true.

2. Attached as Exhibit "A" is a copy of the Order of the Honourable Justice Hainey

datedJuly 15, 2016.

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7 3. Attached as Exhibit "B" is a copy of the Order of the Honourable Justice Hainey

dated September 29, 2016.

Process for Selecting Members of Committee of Eligible Mutual Policyholders

4. McCarthy Tetrault LLP received applications from 51 Eligible Mutual

Policyholders for membership on the Committee of Eligible Mutual Policyholders (the

. "Committee") by October 24, 2016, the deadline to submit applications. Attached as

Exhibits "C-1" through "C-51" are copies of all member applications received by

McCarthy Tetrault LLP.

5. McCarthy Tetrault LLP received a wealth of highly qualified applications for

membership on the Committee, which made the selection process difficult.

6. I worked with Andrew Parker of McCarthy Tetrault LLP, aoother partner on the

team representing the Eligible Mutual Policyholders, to review the applications aod

select applicaots to appoint to the Committee. We arraoged for a summary to be

prepared of each application, including the applicaot' s relevaot experience m

negotiations aod business aod finaocial affairs, in a table. Attached as Exhibit "D" to this

affidavit is a copy of the table summarizing each application.

7. We obtained information about all of the applicaots from various sources,

including the Compaoy. On November 7, 2016, Andrew Parker, GeoffR. Hall (aoother

partner at McCarthy Tetrault LLP on the team representing the Eligible Mutual

Policyholders) aod I met with counsel for the Compaoy to receive information from the

Compaoy about the 51 applications received from Eligible Mutual Policyholders.

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Counsel for the Company confirmed which of the 51 applicants were also Eligible Non-

Mutual Policyholders. The Company made no effort to influence our choice of

applicants.

8. Following the meeting with counsel for the Company, we identified and

eliminated from consideration all applicants with an actual, potential, or perceived

conflict of interest with the Eligible Mutual Policyholders. Through this process, all

candidates who were also Eligible Non-Mutual Policyholders were eliminated. In our

view, it would create at least a perceived and likely also an actual conflict of interest for

candidates who are also Eligible Non-Mutual Policyholders to serve on the Committee.

9. We also removed from consideration all candidates affiliated with a competitor

of the Company and all candidates that are employees of or who have a business

relationship with the Company.

10. After removing candidates with an actual, potential, or perceived conflict of

interest, we were left with a considerably smaller group of applicants. From this smaller

group, we created a shortlist of 15 individuals with a view to obtaining a diverse

Committee of qualified applicants who would fairly and adequately represent the

Eligible Mutual Policyholders.

11. On the shortlist, we included applicants from diverse geographical backgrounds,

different genders, and varying lengths of policy ownership in order to ensure that the

Committee would fairly and adequately represent the views of all Eligible Mutual

Policyholders. We also aimed to identify applicants who would understand that the

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9 demutualization process involves sharing benefits and who will be willing to negotiate

and compromise with other stakeholders.

12. We interviewed each of the 15 shortlisted individuals by telephone. Mr. Parker

and I divided the list and each interviewed half of the list individually. I also interviewed

the 15th person on the list During these interviews, we asked each candidate three

questions:

(a) Are you able to devote the time to act on the Committee considering that

there may be weekly meetings starting in January that could go on for a

number of months? Some meetings may be held in person in Toronto; if

you are not able to attend in person, you may attend by telephone.

(b) Do you think that you have an interest that would/could be in conflict

with the interests of the Eligible Mutual Policyholders of Economical?

(c) Under the Regulations, the Eligible Mutual Policyholders Committee and

the Eligible Non-Mutual Policyholders Committee are required to

negotiate to establish the method of allocating the value of Economical

Mutual's demutualization benefits among the eligible policyholders (both

mutual and non-mutual). How do you see the Committees getting to a

negotiated solution?

Recommendation to the Court

13. Pursuant to section 9 of the Conversion Regulations, the Committee must have

between three and nine members.

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1 0 14. McCarthy Tetrault LLP recommends that the Committee be comprised of six

members. A list of McCarthy Tetrault LLP's recommended candidates is attached as

Exhibit "E".

15. Should there be valid objections to any of our recommended candidates, or

should the Court take objection to the appointment of any of· the recommended

candidates for the Committee, McCarthy Tetrault LLP is prepared to recommend one or

more of the remaining shortlisted applicants.

16. McCarthy Tetrault LLP proposes that members of the Committee receive a per

diem fee of $800 and a half day fee of $400 for days on which they are engaged in

business related to the Committee. McCarthy Tetrault LLP also proposes that reasonable

travel and accommodation expenses be reimbursed. McCarthy Tetrault LLP believes that

this rate of compensation is reasonable and appropriate in light of the Proposed

Committee Members' wealth of expertise and experience.

SWORN BEFORE ME at the City of Toronto,

this 15th day ofNovember, 2016.

A~ omm1ss10ner or t ng 1 av1ts (or as may

beJ M~ ~~~es ,

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Commercial List Court File No. CV-16-11425-00CL

Thli !J Exhlblt .. ".A." .. -".refe'!,9~ to tn th9

SUPERIOR ~~~A:f ~F JUSTICE affidavit or.Na.~.&.cc~."·-sworn before me, thls ......... J.S::H ...... u ...... __ ·

COMMERCIAL LIST dayor..hl.Q~~ .. --.20..lie

) THE HONOURABLE ) JUSTICE HAINEY )

)

FRIDAY, THE 15th DAY OF JULY, 2016

INTHEMATTEROFTHEJNSURANCECO.MPANIESACT, R.S.C. 1991c.47,AS AMENDED, AND THE MUTUAL PROPERTY AND CASUALTY INSURANCE CO.MP ANY

·WITH NON-MUTUAL POLICYHOLDERS CONVERSION REGULATIONS, SOR/2015-168



ORDER

Applicant

TIDS APPLICATION made by Economical Mutual Insurance Company (the

"Company") for an initial order was heard this day at 330 University Avenue, Toronto, Ontario.

ON READING the affidavit of David Wilson, sworn the 7th day of June, 2016, and on

hearing the submissions of counsel for the Company,

AND WHEREAS the Company has initiated a process for conversion from its current

mutual structure into a company with common shares ("Demutualization"), pursuant to section

237 of the Insurance Companies Act and the Mutual Property and Casualty Insurance Company

with Non-mutual Policyholders Conversion Regulations (the "Conversion Regulations"),

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AND WHEREAS the Conversion Regulations provide for the appointment of counsel to

represent eligible policyholders and for the appointment of members of policyholder committees

to negotiate certain matters for the Demutualization, as well as other matters,

Additional Required Content for Demutualization Website

I. THIS COURT ORDERS thatthe Company shall maintain a website for Demutualization

until the end of that process and, in addition to content required by the Conversion Regulations,

such website shall include:

(a)

(b)

(c)

(d)

the method by which a lawyer in Ontario may apply to be appointed counsel for

either the eligible mutual policyholders or the eligible non-mutual policyholders

pursuant to section 8 of the Conversion Regulations ("Counsel Applicant"),

including the required evidence a Counsel Applicant must file as described in

paragraph 4 of this order;

the method by which an eligible policyholder may apply for membership on either

the policyholder committee representing eligible mutual policyholders or the

policyholder committee representing eligible non-mutual policyholders pursuant

to section 9 of the Conversion Regulations ("Member Applicant"), including the

required content for applications as described in paragraph 11 of this order;

the motion records and factums _served and filed for the appointment motions

referenced in paragraphs 2 and 13 of this order;

the method by which an eligible policyholder may object to the appointment of

any Counsel Applicant or Member Applicant;

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(e) the deadlines for serving and filing motion records for the appointment motions

referenced in paragraphs 2 and 13 of this order, for submitting an application for

membership on a policyholder committee and for submitting objections to the

appointment of Counsel Applicants or Member Applicants; and

(t) the date, time and location of the Counsel Appointment Motion and Member

Appointment Motion.

Procedures for Applications to be Appointed Counsel for Policyholders

2. THIS COURT ORDERS that a Counsel Applicant shall bring a motion in this proceeding

seeking appointment as counsel for either the eligible mutual policyholders or the eligible non-

mutual policyholders (the "Counsel Appointment Motion"), to be returnable at the courthouse

at 330 University Avenue, Toronto, on September 19, 2016.

3. THIS COURT ORDERS that a Counsel Applicant shall, by no later than August 12,

2016, serve a motion record for the Counsel Appointment Motion on the Company and file such

motion record with this court.

4. THIS COURT ORDERS that the motion record referenced in paragraph 3 of this order

shall contain a supporting affidavit which shall disclose and set out:

(a) actual or potential interests in conflict between the Counsel Applicant his or her

law firm, partnership and any person or entity affiliated with the Counsel

Applicant, and the class of policyholders that the Counsel Applicant seeks to

represent;

(b) current relationships, whether direct or indirect, between the Counsel Applicant,

his or her law firm or any person or entity affiliated with the Counsel Applicant

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and the Company or any other property and casualty insurer selling insurance in

Canada or elsewhere;

(c) engagements of any kind between the Counsel Applicant, his or her law firm or

any person or entity affiliated with the Counsel Applicant and any person or entity

adverse in interest to the Company, including engagements acting for a potential

purchaser of the shares or a majority of the assets of the Company or its

successors or assigns;

(d) the experience of the Counsel Applicant in financial law, corporate law, securities

law, mediation, arbitration and in major corporate transactions and restructurings

such as plans of arrangement; and

(e) Counsel Applicant's proposed fee arrangements for which payment will be sought

pursuant to section 11 of the Conversion Regulations, including an estimate of

total of such fees and any proposed alternative fee arrangements such as fee caps.

5. THIS COURT ORDERS that the Company shall, no later than August 26, 2016, serve on

Counsel Applicants and file with this court a responding motion record for the Counsel

Appointment Motion setting out any of the matters referenced in paragraph 4(a), (b) and (c) of

this order not already disclosed by Counsel Applicants and any other relevant matter.

6. THIS COURT ORDERS that any eligible policyholder objecting to a Counsel Applicant

being appointed as counsel for a class of eligible policyholder shall send an objection in writing

to the Company by email [email protected]) and by mail (111 Westrnount Road

South, P.O. Box 2000, Waterloo, Ontario N2J 4S4). To be valid, the objection must be received

by the Company no later than September 2, 2016. The objection shall state the name of the

Counsel Applicant to whom it applies and the reasons for the objection.

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7. THIS COURT ORDERS that the Company shall, by no later than September 6, 2016,

provide a copy of all objections received by the Company pursuant to paragraph 6 of this order

to all Counsel Applicants and file such objections with this court.

8. · TlliS COURT ORDERS that any facturns of Counsel Applicants or the Company shall,

by no later than September 12, 2016, be served on other Counsel Applicants and the Company

and filed with this court.

Notice of Counsel Application Process

9. THIS COURT ORDERS that the Company shall have published in the next available

edition of the Ontario Reports a half-page notice substantially in the form attached as Schedule

A to this order, subject to the Company making minor non-material amendments to such form as

may be necessary or desirable.

Procedures for Applications to be Members of Policyholder Committees

10. THIS COURT ORDERS that, within 30 days of the order appointing counsel for each of

the two classes of policyholders pursuant to section 8 of the Conversion Regulations, a Member

Applicant may submit to counsel for the class of policyholders to which he or she belongs an

application for membership on the policyholder committee for that class ("Member

. Application").

11. TlliS COURT ORDERS that a Member Application shall be substantially in the form

attached as Schedule B to this order and shall disclose and set out:

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(a) current relationships, whether direct or indirect, between the Member Applicant

and the Company or any other property and casualty insurers selling insurance in

Canada or elsewhere;

(b) whether the Member Applicant was or is an employee, officer, director or related-

party of the Company;

(c) actual or potential interests in conflict with the Company;

(d) actual or potential interests in conflict with those of the eligible policyholders they

seek to represent;

(e) current relationships with persons or entities acting against the Company or

adverse in interest to the Company;

(f) current relationships with persons or entities that may consider or have considered

a purchase of the shares or a majority of the assets of the Company or its

successors or assigns;

(g) any relevant experience including with the insurance industry, demutualization or

in negotiation; and

(h) how the Member Applicant intends to contribute to the eligible policyholder

committee process.

12. THIS COURT ORDERS that counsel for the two classes of policyholders shall provide

to the Company a copy of all Member Applications as they receive them and in any event no

later than two days after the deadline for submitting such applications.

13. THIS COURT ORDERS that counsel for the two classes of policyholders shall each

bring a motion in this proceeding seeking the appointment of members for the eligible

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policyholder committees for that class of policyholders which they represent ("Member

Appointment Motion"), to be returnable at the courthouse at 330 University Avenue, Toronto,

Ontario on November 7, 2016 for one half day or such other date as this court may set.

14. THIS COURT ORDERS that the motion record and factum for each Member

Appointment Motion shall be served on the Company and on counsel for the other class of

policyholders and be filed with this court within twelve days of the deadline for submitting

Member Applications.

15. THIS COURT ORDERS that the motion record for each Member Appointment Motion

shall contain all Member Applications received and supporting materials from the moving

L counsel which shall set out the recommendations and objections, if any, of counsel as to which

applicants should be appointed members of the policyholder committees and the reasons for such

recommendations and objections.

[ 16. TIDS COURT ORDERS that, within five days of being served with the motion materials

[ referenced in paragraph 14 of this order, the Company shall serve on counsel for the eligible

policyholders and file with this court a responding motion record for the Member Appointment ,-!

L Motions. Such responding record shall disclose any of the matters referenced in paragraph 11 (a),

[ (b), (c), (d), (e) and (f) of this order not already disclosed by Member Applicants and any other

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17. THIS COURT ORDERS that any eligible policyholder objecting to a Member Applicant

being appointed a member of a policyholder committee shall send the objection in writing to the

Company by email [email protected]) or by mail (111 Westmount Road South,

P.O. Box 2000, Waterloo, Ontario N2J 4S4). To be valid, the objection must be received by the

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Company no later than five days before the hearing of the Member Appointment Motion. The

objection shall state the name of the Member Applicant to whom it applies and the reasons for

objection.

18. THIS COURT ORDERS that the Company shall, by no later three days before the

hearing of the Member Appointment Motions serve all objections received by the Company

pursuant to paragraph 17 of this order on counsel for the eligible policyholders and file such

objections with this court.

19. THIS COURT ORDERS that any factum of the Company shall, by no later than three

days before the hearing of the Member Appointment Motions, be served on counsel for the

eligible policyholders and filed with this court.

Notice of Member Application Process

20. THIS COURT ORDERS that within seven days of the order appointing counsel, the

Company shall publish a notice in English in a quarter-page of a weekday edition of The Globe

and Mail and shall email a notice to any eligible policyholders who have provided the Company

with consent to electronic communication for Demutualization, such notices to be substantially

in the forms attached as Schedule C to this order, subject to the Company making minor non-

material amendments to such forms as may be necessary or desirable.

Updates on Negotiation Process

21. THIS COURT ORDERS that counsel for eligible policyholders shall, at the Company's

request, advise the Company of:

(a) the status of negotiations;

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(b) the date of any past or planned policyholder committee meetings;

(c) the date and agenda for any past or planned meetings between the two

policyholder committees;

(d) outstanding issues between the two policyholder committees;

(e) expected information or document requests pursuant to section 10 of the

Conversion Regulations in the next 30-day period; and

(f) an estimate of all amounts expected to be incurred for the next 90-day period and

subsequently claimed pursuant to section 11 of the Conversion Regulations.

Procedures for Submitting Costs and Expenses

22. THIS COURT ORDERS that amounts to be claimed pursuant to section 11 of the

I L Conversion Regulations shall be submitted to this court by motion of the appointed counsel to

l the eligible policyholders ("Costs Motion"), and no such amounts shall be payable by the

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Company without order of this court.

23. THIS COURT ORDERS that a Costs Motion shall be brought monthly in writing for all

amounts incurred in the prior month that is to be claimed, and appointed counsel's motion record

and any factum shall be served on the Company and filed with this court no later than seven (7)

days following the last day of each month of counsel's appointment.

24. THIS COURT ORDERS that counsel's motion record for a Costs Motion shall disclose

and set out with supporting detail and documentation:

(a) an itemized description of amounts claimed in remuneration or reimbursement of

policyholder committee members;

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(b)

(c)

- 10 -

an itemized description of each activity performed by counsel, counsel's time

spent on such activities and the counsel fees and disbursements being claimed for

each activity, along with a copy of applicable time entries;

an itemized description of each activity performed by experts consulted by

counsel or the policyholder committee, each expert's time spent on such activities

and the expert fees and disburse!11ents being claimed for each activity, along with

a copy of applicable time entries; and

( d) an itemized description of any other amounts claimed.

THIS COURT ORDERS that the Company may, within five days of being served with

the motion materials for a Costs Motion, serve on counsel for the policyholder committees and

file with this court a responding record and factum for the Costs Motion.

26. THIS COURT ORDERS that other than for experts engaged by mutual agreement of the

Company and the policyholder committees, any amounts claimed in respect of an expert

(including without limitation any actuary, valuation expert or financial market expert) may only

be claimed under section 11 of the Conversion Regulations if an appointed counsel retains the

expert and notifies the Company and this court of such expert's name, contact information and

the purposes for which the expert is retained before the expert performs any work for which

payment from the Company may be sought. Within five days of receipt of such notification, if r·

\ the Company objects to the proposed expert performing work for which payment will be sought

I from the Company, the Company must serve on notifying counsel and file motion materials L

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setting out such objections, to which notifying counsel may serve responding materials.

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27. THIS COURT ORDERS that, at the end of the period of appointment of counsel to the

eligible policyholders, this court may on its own motion or on a motion of the Company review

the reasonableness ·of all amounts claimed and made payable pursuant to section 11 of the

Conversion Regulations and revise the amounts payable and, if necessary, order such amounts

repaid to the Company.

Court Oversight Over Negotiation Process

28. THIS COURT ORDERS that this court reserves continuing jurisdiction over this

proceeding, the Company, eligible policyholders and counsel for the policyholders in respect of

the matters referenced in sections 7, 8, 9, 10 and 11 of the Conversion Regulations, and any other

matters relating the efficiency, transparency and fairness of the negotiations in section 12 of the

Conversion Regulations.

•

ENTERED AT I INSCRIT A TORONTO ON/BOOKNO: · LE/DANS LE REGISTRE NO:

JUL 1 5 2016

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SCHEDULE A- NOTICE OF COUNSEL APPLICATION PROCESS

Independent Counsel to Act for Policyholders in Demutualization

The Economical Mutual Insurance Company ("Economical"), a l<;irge Canadian property and

casualty insurer, is in the process of converting from a mutual to a stock company with

shareholders. The framework for demutualization is contained in the Mutual Property ond

Casualty Insurance Company with Non-mutual Policyholders Conversion Regulations

(SOR/2015-168). The regulations provide for the appointment of independent counsel to

represent each of two classes of eligible policyholders of Economical in negotiations over the

allocation of financial benefits from the demutualization.

Members of the Ontario bar with experience in financial, corporate, securities or mediation

and arbitration law, in particular with respect to the demutualization or restructuring of

financial institutions, and who are free of conflicts of interest, are invited to apply to

represent either of the two classes: the eligible mutual policyholders or eligible non-mutual policyholders.

For more. information go to joininourfuture.com

The 'deadline for interested counsel to apply is August 5, 2016.

• • • economicar JOIN IN OUR FUTURE

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SCHEDULE B - MUTUAL POLICYHOLDER COMMITTEE APPLICATION FORM


APPLICATION TO SERVE ON THE MUTUAL

POLICYHOLDER COMMITTEE FOR DEMUTUALIZATION

Only complete this form if you are an eligible mutual policyholder of Economical See the "Instructions for Completing Application for Policyholder Committee" for assistance in completing this form

1. YOUR BACKGROUND AND QUALIFICATIONS

Contact Information

First name I Last name

Your Login ID (see letter sent to you with the demutualization notice)

Mailing address (street) (city or town) (province) (postal code)

Phone (preferred) Email

Education and Relevant Employment History

r-· List relevant credentials and experience relating to demutualization, negotiations, business and financial affairs or insurance: l-' (e.g. financial services industry leadership roles; f71ulti-party, high-value negotiations; corporate restructurings)

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Degree(s)/diploma(s) and dates obtained:

Professional designations (e.g. CA, CFA, FCIP)

Relevant employment

Employer 1: Dates:

Role description:

Employer 2: Dates:

Role description:

Employer 3: Dates:

Role description:

Employer4: Dates:

Role description: Other relevant experience (Attach additional pages if necessary)

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• • • economical JOIN IN OUR FUTURE

Only complete this form if you are an eligible mutual policyholder

Reasons for Applying

State reasons for applying to the mutual policyholder committee and why you believe you can make a positive contribution. Attach additional pages if necessary.

2. RELATIONSHIPS WITH ECONOMICAL

Indicate all relationships you have with Economical Mutual Insurance Company or its member companies. Check all that aoply

24

L 0 I currently hold a mutual policy

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0 I have a business relationship with Economical (e.g. insurance broker)

O I have some other direct or indirect relationship with Economical (e.g. spouse or relative is employed by or has a relationship)

Last position held:

Nature of

relationship ---------------------

Nature of relationship

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3. OTHER RELEVANT RELATIONSHIPS

Your Relationships with Other Insurance Companies

Indicate all relationships you have with other insurance companies (excluding holding a policy). Check all that apply

Insurance

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D I am or was an employee, officer or director of another insurance company

company --------------------

· D I have a business relationship with another insurance company (e.g. insurance broker)

D I have some other direct or indirect relationship with another insurance company (e.g. spouse or relative is employed by or has a relationship)

Last position

held:----------

Nature of relationship and

name of insurance

Date left:

company:: ---------------------


name of insurance

company:: ---------------------

L D None

I i Other Actual or Potential Interests that Conflict with Economical ~

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Indicate any other relationships that may create an actual or potential conflict with Economical. Check all that apply

D I have a relationship with a person or entity that may consider or has considered purchasing the shares or a majority of the assets of Economical or its successors or assigns

D I have a relationship with a person or entity that is acting against or has an interest that is adverse to Economical

D I have another actual or potential interest that conflicts with Economical

Nature of

relationship: ---------------------

Nature of

relationship: ---------------------

Nature of actual/

potential conflict: ---------------------

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Other Actual or Potential Interests that Conflict with Other Eligible Mutual Policyholders

Do you have any other relationships that may create an actual or potential confiict with the other eligible mutual policyholders as a group?

D Yes (please explain). Attach additional pages if necessary.

D No

4. OTHER COMMENTS

26

Is there anything else you believe would be relevant to your application for the mutual policyholder committee? Attach additional pages if necessary.

5. SIGNATURE

By submitting this Application Form, I certify that the information I have provided here is true and complete. I also agree to advise [Law firm], counsel to the eligible mutual policyholders, of any significant changes to this information as soon as possible.

I consent and acknowledge that (1) my name will be posted on Economical's demutualization website; (2) I may be contacted by legal counsel to the eligible mutual policyholders; (3) this form or its contents may be shared with [law firm], Economical and filed with the court (becoming public); and (4) if Economical determines such Information is relevant to the appointment of policyholder committees or the demutualization process, personal information about me in Economical's records may be shared with [law firm] and filed with the court (becoming public). Such personal information may include policy details, claims history or any additional connections with Economical (e.g. employment history).

Applicant's Signature: ~~~~~~~~~~~~~~~~

(Day, Month, Year)

The APPLICATION DEADLINE is [DATE]. Applications received after the deadline will not be considered.

I Submit your completed and signed application by email or mail to:

L' [Counsel's Name] [Counsel's Law Firm] Email: [Counsel's email address] Mail: [Counsel's Address]

r Please direct any questions to [Name of counsel] at the address above or by calling [Counsel's phone number].

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SCHEDULE B-NON-MUTUAL POLICYHOLDER COMMITTEE APPLICATION FORM

••• economical JOIN IN OUR FUTURE

APPLICATION TO SERVE ON THE NON-MUTUAL

POLICYHOLDER COMMITIEE FOR DEMUTUALIZATION

Only complete this form if you are an eligible non-mutual policyholder See the "Instructions for Completing Application for Policyholder Committee" for assistance in completing this form


\ Contact Information ~-

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First name I last name

Your Login ID (see fetter sent to you with the demutua/ization notice)

Mailing address (street) (city or town) (province) {postal code)



List relevant credentials and experience relating to demutualization, negotiations, business and financial affairs or insurance: (e,g, financial services industry leadership roles; multi-party, high-value negotiations; corporate restructurings)

Degree(s)/diploma(s) and dates obtained:


Relevant employment

Employer 1: Dates:

Role description:

Employer 2: Dates:

Role description:

Employer3: Dates:

Role description:

Employer4: Dates:


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Reasons for Aoplvinq


Only complete this form if you are an eligible non-mutual policyholder

State reasons for applying to the non-mutual policyholder committee and why you believe you can make a positive contribution. Attach additional pages if necessary.

c· 2. RELATIONSHIPS WITH ECONOMICAL

Indicate all relationships you have with Economical Mutual Insurance company or its member companies. Check all that apply

L O I currently hold a non-mutual policy

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O I have a business relationship with Economical (e.g. insurance broker)

O I have some other direct or indirect relationship with Economical (e.g. spouse or relative is employed by or has a relationship)

Last position held:

Nature of

Date left: -----------

relationship: ---------------------

Nature of relationship:

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Indicate all relationships you have with other insurance companies (excluding holding a policy). Check all that apply

0 I am or was an employee, officer or director of Insurance another insurance company company

Last position held: Date left:

0 1 have a business relationship with another Nature of

insurance company relationship and

(e.g. insurance broker) name of insurance company:

0 I have some other direct or indirect Nature of relationship with another insurance relationship and company {e.g. spouse or relative is name of insurance employed by or has a relationship) company:

0 None

Other Actual or Potential Interests that Conflict with Economical

Indicate any other relationships that may create an actual or potential conflict with Economical. Check all that apply

Nature of

29

O I have a relationship with a person or entity that may consider or has considered purchasing the shares or a majority of the assets of Economical or its successors or assigns relationship: ---------------------

O I have a relationship with a person or entity that is acting against or has an interest that is adverse to Economical

O I have another actual or potential interest that conflicts with Economical

Nature of

relationship: ---------------------

Nature of actual/


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Other Actual or Potential Interests that Conflict with Other Eligible Non-Mutual Policyholders

Do you have any other relationships that may create an actual or potential conflict with the other eligible non-mutual policyholders as a group?

D Yes (please explain). Attach additional pages if necessary.

D No

4. OTHER COMMENTS

Is there anything else you believe would be relevant to your application for the non-mutual policyholder committee? Attach additional pages if necessary.

5. SIGNATURE

By submitting this Application Form, I certify that the information I have provided here is true and complete. I also agree to advise· [law firm], counsel to the eligible non-mutual policyholders, of any significant changes to this information as soon as possible.

[ I consent and acknowledge that (1) my name will be posted on Economical's demutualization website; (2) I may be contacted by legal counsel to the eligible non-mutual policyholders; (3) this form or its contents may be shared with [law firm], Economical and filed

r· with the court (becoming public); and (4) if Economical determines such information is relevant to the appointment of policyholder L committees or the demutualization process, personal information about me in Economical's records may be shared with [law firm]

and filed with the court (becoming public). Such personal information may include policy details, claims history or any additional , connections with Economical (e.g. employment history).

L Applicant's Signature:

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[ Date: ~~~-,--~~~.,.---~-..,...~~~

(Day, Month, Year)

I L The APPLICATION DEADLINE is [DATE]. Applications received after the deadline will not be considered.

, · Submit your completed and signed application by email or mail to: r I, .

[Counsel's Name] [Counsel's Law Firm] Email: [Counsel's email address]

\ Mail: [Counsel's Address] l~

Please direct any questions to [Name of counsel] at the address above or by calling [Counsel's phone number]. r

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SCHEDULE B - NON-MUTUAL POLICYHOLDER COMMITTEE APPLICATION FORM (FRENCH VERSION)

• • • economicaf I PARTICIPEZA NOTREAVENIR

DEMANDE DE CANDIDATURE POUR LE COMITE DE SOUSCRIPTEURS DE POLICES NON MUTUELLES POUR LA DEMUTUALISATION

Vous ne devez remplir ce formulaire que si vous etes un souscripteur admissible d'une police non mutuelle Pour plus de renseignements sur comment remplir cette demande, consultez les « Instructions concernant la demande

de candidature pour un comite de souscripteurs de polices ».

1. RENSEIGNEMENTS PERSONNELS ET QUALIFICATIONS

Coordonnees

PrE?nom I Norn

Votre nom d'utilisateur (se trouve sur la lettre qui vous a lite envoyee avec l'avis de demutualisation)

Adresse postale (rue) (ville) (province) (code postal}

Numero de telephone (preference) Adresse courriel

Scolarite et historique d'einoloi pertinent

lndiquez vos diplOmes ainsi que vos experiences connexes a la dfmutualisation, la negociation, !es affaires commerciales au financieres, ou !'assurance: (p. ex., un r6fe de direction dans l'industrie de services financiers; des nfgociations importantes entre plusieurs parties; des restructurations d'entreprise)

Diplomes et dates d'obtention:

Titres professionnels (p. ex., CA, CFA, FPAA)

Emplois pertinents

Employeur 1 : Dates:

Description du role :






Description du rOle: Autre experience pertinente (joignez des pages supplE!mentaires au besoin)

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Vous ne devez remplir ce formulaire que si vous etes un souscripteur admissible d'une police non mutuelle

Motifs pour la demande de candidature

lndiquez Jes raisons pour lesquelles vous voulez sieger au comite de souscripteurs de polices non mutuelles ainsi que les raisons pour lesquelles vous pensez pouvoir apporter une contribution positive. Veuillez joindre des pages supplementaires au besoin.

2. LIENS AVEC ECONOMICAL

lndiquez tous les liens que vous avez avec Economical, Compagnie Mutuelle d'Assurance ou ses compagnies membres. Cochez toutes Jes cases qui s'appliguent.

D r· Je detiens actuellement une police non mutuelle

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O J'ai une relation d'affaires avec Economical (p. ex., courtier d'assurance)

D Yai un autre lien direct au indirect avec Economical (p. ex., mon conjoint ou un membre de ma famille travail/e pour Economical ou a un lien avec cette derniere)

Date de Dernier poste : depart :

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3. AUTRES LIENS PERTINENTS

Vos liens avec d'autres compaqnies d'assurance

lndiquez tous !es liens que vous avez avec d'autres compagnies d'assurance (a !'exception de la detention d'une police). Cochez toutes les cases qui s'appliquent.

D Je suis ou j'etais un employe, un dirigeant ou un directeur principal d'une autre compagnie d'assurance

Compagnie d'assurance

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~~~~~~~~~~~~~.,.---~~~~~~~

Date de

O J'ai une relation d'affaire avec une autre compagnie d'assurance (p. ex., courtier d'assurance)

D J'ai un autre lien direct ou indirect avec une autre compagnie d'assurance (p. ex., mon conjoint ou un membre de ma fami/le travail/e pour la compagnie d'assurance ou a un lien avecce/le-ci)

D Aucun

Dernier poste: depart:

Nature du lien et nom de la

compagnie d'assurance:

Nature du lien et nom de la

compagnie d'assurance:

~~~~~~~~~~~

~~~~~~~~~~~~~~~~~~~~~~

~~~~~~~~~~~~~~~~~~~~~

Autres interets qui entrent en conf!it reel ou possible avec Economical

lndiquez tousles liens qui peuvent creer une situation de conflit d'interets reel ou possible avec Economical. Cochez toutes !es cases qui s'appliguent.

D J'ai un lien avec une personne au une entite qui pourrait considerer ou qui a considere acheter des actions ou une majorite des actifs d'Economical ou de ses successeurs ou ayants droit.

D J' ai un lien avec une personne ou une entite qui agit contre Economical ou qui a des interets opposes a cette derniere.

D J'ai d'autres interets qui creent une situation de conflit d'interets reel au possible avec Economical.

Nature du conflit reel OU possible :

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Autres inten~ts qui entrent en conf/it reel ou possible avec d'autres souscripteurs admissib/es de polices non mutuel/es

Avez-vous d'autres liens qui pourraient creer une situation de conflit d''1nterets reel ou possible avec les autres souscripteurs admissibles de polices non mutuelles en tant que groupe?

0 Qui (veuil/ez preciser). Veuillezjoindre des pages supplementaires au besoin.

0 Non

4. AUTRES COMMENTAIRES

Avez-vous d'autres commentaires pertinents a votre demande de candidature pour le comite de souscripteurs de polices non mutuelles? Veuillezjoindre des pages supplementaires au besoin.

5. SIGNATURE

En soumettant cette demande de candidature, j'atteste que les renseignements fournis sont exacts et complets. J'accepte egalement d'informer [cabinet d'avocats], conseili'er juridique des souscripteurs admissibles de polices non mutuelles, de tout changement important aces renseignements dans les plus brefs delais.

~ J'accepte et je reconnais que (1) man nom sera affiche sur le site Web d'Economical portant sur la demutualisation; (2) le conseiller ,~

[ juridique des souscripteurs admissibles de polices non mutuelles pourra communiquer avec moi; (3) cette demande et son contenu pourront etre partages avec [cabinet d'avocats] et Economical, et etre deposes aupres du tribunal (devenant ainsi publics); et (4) si Economical determine que ces renseignements sent pertinents a la nomination de comit8s de souscripteurs de polices au au processus de demutualisation, mes renseignements personnels dans les dossiers d'Economical pourront €tre partages avec [cabinet d'avocats] et deposes aupres du tribunal (devenant ainsi publics). Ces renseignements personnels peuvent comprendre des details

[ sur ma police, i'historique de reclamations ou tout autre lien avec Economical (p. ex., historique d'emploi).

Signatur_e du demandeur: ~~~~~~~~~~~~~~~-

(jour, mois, annee) r~

\ La DATE D'ECHEANCE POUR LA DEMAN DE DE CANDIDATURE est le [DATE]. Aucune demande re,ue apres cette date ne sera etudiee.

Envoyez votre demande remplie et signee par courriel ou par la paste a : [Norn du conseiller juridique] [Cabinet du conseilier juridique] Adresse courriel: [adresse courriel du conseilleur juridique] Adresse postale: [adresse postale du conseilleur juridique]

Pour toute question, veuillez communiquer avec [nom du conseilleur juridique] a l'adresse ci-dessus ou en composant le [numero de

[' telephone du conseiller juridique].

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SCHEDULE C - NOTICE OF POLICYHOLDER COMMITTEE APPLICATION PROCESS

[EMAIL TO ALL PERSONS WHO SIGNED UP FOR DEMUTUALIZATION UPDATES]

The application process is now open for eligible policyholders to apply to be on a policyholder

committee that will negotiate how to allocate (or divide up) the financial benefits that result from

Economical's demutualization.

Eligible mutual policyholders may apply to be on the mutual policyholder committee and eligible non

mutual policyholders may apply to be on the non-mutual policyholder committee. Applicants must not

have any interest that is in conflict with that of the eligible policyholders they seek to represent and

must not be an officer, employee or related party of Economical. Applicants should provide details

about their experience in negotiations, business and financial affairs, together with relevant. details

regarding their relationship with Economical and any other insurance company.

Only eligible policyholders will qualify and should already have received a letter informing

them of their eligibility. Do not apply if you are not an eligible policyholder.

The deadline to apply is [Date]. Applications received after that date may not be considered.

Any interested eligible policyholder must complete an application and send it by email or mail to the

lawyers appointed to represent eligible policyholders:

For applicants to the mutual policyholder committee [Lawyer Name], [Firm Name] Email: [email] Mail: [address]

For applicants to the non-mutual policyholder committee [Lawyer Name], [Firm Name] . Email: [email] Mail: [_address]

l- [Join in Our Future]

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SCHEDULE C - NOTICE OF POLICYHOLDER COMMITTEE APPLICATION PROCESS

• • • economical' JOIN IN OUR FUTURE

Policyholder Committees in Economical's Demutualization

The Economical Mutual Insurance Company, one of Canada's leading property and casualty insurers, has begun a process to become a public company. As part of the process, two policyholder committees representing eligible mutual policyholders and non-mutual policyholders will be appointed to negotiate how the financial benefits of demutualization should be allocated.

"Eligible" policyholders are invited to apply to serve on one of these policyholder committees. Applicants must not have any interest that is in conflict with that of the eligible policyholders they seek to represent and must not be an officer, employee or related party of Economical. Applicants should provide details about their experience in negotiations, business and financial affairs, together with relevant details regarding their relationship with Economical and any other insurance company.

Only eligible policyholders of Economical will qualify and should already have received a letter informing them of their eligibility.

For more information on whether you are an eligible policyholder and a copy of the application form visit joininourfuture.com.

The deadline to apply to a policyholder committee is [Date]. All applications must be sent to the lawyers appointed by the Court to represent eligible policyholders:

For applicants to the mutual policyholder committee [Lawyer Name], [Firm Name] Email: [email] Mail: [address]

For applicants to the non-mutual policyholder committee [Lawyer Name], [Firm Name] Email: [email] Mail: [address]

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COMMERCIAL LIST

PROCEEDING COMMENCED AT TORONTO

ORDER

OSLER, HOSKIN & HARCOURT LLP 100 King Street West I First Canadian Place Suite 6200, P.O. Box 50 Toronto ON M5X IB8

Mark A. Gelowitz (LSUC No. 31857J) Tel: 416.862.4743 [email protected]

Laura K. Frie (LSUC No. 36545Q) Tel: 416.862.5899 [email protected]

Aislinn E. Reid (LSUC# 57238T) Tel: 416.862.4920 [email protected] Fax: 416.862.6666

Lawyers for the Applicant, Economical Mutual Insurance Company

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Commercial List Court Fi\ii~S£i/brt.1. 6-1~-00CL .refemi~ t~tn lfJt

efl1davlt ot.bf~t~C.a,c£,m.;g_ ONTARIO th!~~e:;:--llWOm b~fo(9 me, s- Hf.J~HHUfOUOUH--

SUPERIOR COURT OF JUSTICE dqof N()\[QAV\ke.£..~ ....... 20..J.i.a COMMERCIAL LIST ~'""·---

A~ FCRTAl<lmN'FID\Vl!S

THEHONOURABLE ~ 77/tt.e.S~4~ THE 2f J-f...._ · JUSTICE HAINEY ) DAY OF >,PT-{>)--ll!f&!., 2016

)

·<:: .. ,· .. IN~THEMATTEROFTHEINSURANCECOMPANJESACT,R.S.C.1991 c.47,AS .· -'·AMENDED, AND THE MUTUAL PROPERTY AND CASUALTY INSURANCE COMPANY

WITH NON-MUTUAL POLICYHOLDERS CONVERSION REGULATIONS, SOR/2015-168

AND IN THE MATTER OF A PLAN OF CONVERSION OF ECONOMICAL MUTUAL INSURANCE COMPANY


ORDER

Applicant

THIS MOTION, brought by the Applicant, to amend the Order of the Honourable

Justice Hainey dated July 15, 2016 (the "Initial Order"), was read this day at 330 University

Avenue, Toronto, Ontario.

ON READING the Consent of the Applicant, McCarthy Tetrault LLP (counsel to the

eligible mutual policyholders), and Thornton Grout Finnigan LLP (counsel to the eligible non-

mutual policyholders),

I. THIS COURT ORDERS that paragraph 13 of the Initial Order is amended to read as

follows:

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13. THIS COURT ORDERS that counsel for the two classes of policyholders

shall each bring a motion in this proceeding seeking the appointment of members

for the eligible policyholder conunittees for that class of policyholders which they

represent ("Member Appointment Motion"), to be returnable at the courthouse

at 330 University Avenue, Toronto, Ontario on November 29, 2016 for one half

day.

2. THIS COURT ORDERS that paragraph 14 of the Initial Order is amended to read as.

follows:

14. THIS COURT ORDERS that the motion record and factum for each Member

Appointment Motion shall be served on the Company and on counsel for the other

class of policyholders and be filed with this court within twenty-two days of the

deadline for submitting Member Applications.

ENTERED AT/ \NSCRIT A TORONTO ON/BOOKNO: LE f DANS LE REGISTRE NO:

SEP 3 0 2016

PER I PAR: (Y\.

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ECONOMICAL MUTUAL INSURANCE COMPANY Applicant

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. ONTARIO SUPERIOR COURT OF JUSTICE

COMMERCIAL LIST

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PROCEEDING COMMENCED AT TORONTO

ORDER

OSLER, HOSKIN & HARCOURT LLP 100 King Street West 1 First Canadian Place Suite 6200, P.O. Box 50 Toronto ON M5X 188

Mark A. Gelowitz (LSUC No. 3 I 8571) · Tel: 416.862.4743 [email protected]

Laura K. Frie (LSUC No. 36545Q) Tel: 416.862.5899 [email protected]

Geoffrey J. Hunnisett (LSUC No. 57138G) Tel: 416.862.5657 [email protected] Fax: 416.862.6666

Lawyers for the Applicant, Economical Mutual Insurance Company

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.. ·-econo_mical I- JOIN IN ou_R FUTURE


POLICYHOLDER COMMITIEE FOR DEMUTUAUZATION

Oi:ily complete this form if you are an eligible mutual policyholder of Economical See the "I nstruct[ons forCompleting Application for Policyholder Committee" for assistance in completfngth is form.


Contact Information

First name (_ A(} i_, €S Lastname A pf{_ ;go/)/ Your login 1o_·tsee_ietter sen!!!LJtbu With thedemutualization notice)

(:;GA PPL6·1w Mailing address

Education and Relev.ant EmplovmentHistorv:

Listr.~lev:ant cr~enti~J~'.a.nd exp.eri eoce: relati"rigto demutua lt_zation, n~.otiptions, busJ ness~ and fi na.nci al.affairs o.r insuran_c_e:. {e.g,. fihanciaf services industry leadership roles: mvlti·party, high-Value:aegotfatlohs; corporote restructurings}

Degree{s)/diploma{s) and dates obtained

Professional designation.s (e,.g. CA, CFA, FCIP)

Relevant employnient , , ·~. . ~ _ /) ,... . Employerl.: KCf//.L f.Jll:/l/f< Of t.1;i/fll);{/- Dates;'lf/ttV t'-C- 1'1'/7

Roledescription:C0//5~;.7111« - l<tefar;~T o/J ;:,Tt/fk />wE/11/llf[ of" __ /._,, -rrlf!ft/d )&t:S /it_71/F "{ ( ~,, - . 1!3'1-Jt !<. Employer 2: fr&41o,t{((J4( /lff//?At:, Dates:V7f)1/ff'7/-?JEL /ff{,

Roledes«iption: "l{c5 f/.?.~ t/.J l!f'"IJ"r· A/¢",e KQ7/{

Employer 3:;§1G~'€_ f'p;~ gs~M_ef ~ Dates: .Jf~ (f_6f? - ~if"C If? 0

Role description: 61?/J"/>/C/'( tf(_ 17/IA6!3(_

Employer 4: Dates-::

Role description; Other·rel"evant experience· (Attdch additional pages if necessary)

· · · E h'b't L- \ c·rwod to in the Th!S fS x l f ····•••HU•U••"·;:;::······· iv.~' ·w.. aftidavft cf .. Na.l.f!...~/JAfi:f.. ·· .......... . sv~orn b3ror3 r.:J, tliis .... G ... .l~ .................... .

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••• economical JOIN.IN OUR FUTURE

Only complete this form if you are an eligible.mutual policyholder

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Z. RELA TiONSHIPS WITH ECONOMICAL

fnditatealf relationsh'fps:yau have with EcoRomical Mutual rns .( . . ur-ance ompanyo~ its member c-0mpanies .. Check an that apply.

~I cu.rien~y hold a mutual poUcy

~. 1 amp.r.~n empioyee, offic_er~ or director of Lll..,o'\conomicaJ

0 I hay.e-a busines:; relationship with

EconomTcal {e.g .• Jnsuronce broker)

0 I hav.esome other director indirect refations·hipw.ith Econwni.ca~ {e.g., spous~- or relative °is employed b.y ar

has a relationship)

Nature of

retationship

Nature of

relationship

2

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~~~~~~~~~-

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••• economical JOIN IN OUR f\.ITURE



[ Y.our Relationships with Other Insurance Companies

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Indicate all rela:tfonshipsyou hc:vewith other insuran-ce-c.Ompanies {~cJudingholding.o pollcvJ. Check ail that apply.

R: '11 m or..y@·~an emplGyee, offl cer, pr di rector of anotheh.nSurance:company '::~~;;~~ _€_~_· -'f,,;_(--',S=--tfh_;;;:__,__/&_,,_S_0_1f'Aq;_k_rc£ __

last p0s~~~d~ If Rl{t§' /((Miff( Date left: {).Ee_ f l} 7 O

0 l !Jaye a busines:s,rel.ationship v1ith?no:th.er Nature of

ilJs ura n.c.e.company relationship and (e.g., insvrrmce broke!) name ofinsur3nce IV ·

company; ·.o

LJ 1.1).a.ve.sorne other director jndirect Nature of rel~tions-hip wi~lanotherJnsuran.ce relo.tionshiP.and

rJo company (e,g., spouse-or relative ls name ofln:sarance employed by or has a re/ationshipj companY.!.

0 None

[ Other Actual or P.otential lntereststhatCanf!ictwith Economical

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lndtcate.any.other r.efations:hips that.may create .an actual or potentfal.conflictwith Economical. Check all that apply.

. O f :have a relations-hip with a person or entity that may· consider o.thas .cons·idered pur.c:ftasingtheshares or:a majarifyofthe assets of Economical or its success-ors or

as.signs

O I have a rel.ations_hip\vitha per.son or entity thatis.-actingagains:tor ~as a-n interestt.hat ls.adVers-eto Ec-onDmital

O I have another actual or potential interest that·confli:cts:withftcnomicaJ

Nature of 1 relationship: _4 __ o __________________ _

Nature of , 1 1v,o reia:tiohship::· ---------------------

Nature of actual or _ ( potentialconfllct: _fV_ 10 ___________________ _

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Onfy<:omplete this form if you are an elfgible mutual policynol<:ler r~ L Other Actual or Patentiallnterests thotConf/ictwith Other Eligible· Mutual Policyholders

Da you have any other relationship.$thatmay cre2te an.actual o.r potential·conflictv,,1ith.the other elif;ib!e r-~. mutuar pplicyholdersas a group?

L D Yes {please explain - attac.'1 Qdditfonat pages if nece$sary)

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4. OTHER COMMENTS

Is there anv.thing efsi= you beii€J.!e woufP be relevant to your application for themutuaJ policyholder committee.?: (i4.ttach additio.nal pages ifni;cessary) ·

5. SIGNATURE

. Sy s.ubmittin,g_ this Application Form, I certify that the infor.matiqn 1 have provided here is.true and complete. I also ag.reeto advise M\:CarthyTEtrault UP, cou.nsel to the eligible.mutua.1 pojicyh9Jders7 of anysfgnificantd\anges to this i·nformation.as:soon:as pos:sibJe._

I consent and acl;:nowledgethat {1) my· name wHI be posted on Economicaes .demutualization webs.ite;{2} I may b.e-cootacted by lega I counsel to: th:e ~igiblemutaai pol1cyholder.s;-(3)thisform or its. contents may be .s:hared·wi:tfi McCarthyi-etraaltllP, Econornital, a ~d filed with t.h~. c-ourt .{becoming p_ub1ic)_; and "{4) rt Economic~I determines- such inforina.ti:on is r..el"ev.ant to the appo"!ntm.ent_of poHcyho!dercommittees. or the demutualization process, p·ers.011at i·nformatiOn.aboutme ln Etonomical1s records may be shared w'i"th Mci:?J-n:hY Tetrault UP· and fHed with the court {becoming public}. such p_ersonai information may inciude policy .details:., claims histpry, or a1Jy·additional cpnnections with Economi"caf (e.g., empf oyment history) ..

Applicant's Signature: k~ . . l

Oat.e: Ot (Day,

The APPLICATIOf" DEADLINE is OctoberZ4,2016.Appli.catipns. received after the deadlinewill not be consJdered.

L Submit your completed and signed application by·email ormai/te:

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Sharon Kretchmar McCarthy Tetrault Ll~ Ernai!:~conomiarl@mccarthy;ca

ry!a ii :Suite 5300, .66 .weUington S_treet. West

P.O. Box 48, TD Bank Tpwer Toronto, ON·MSK 1E6

P!easetli_rectany questrons to Sharon Kretchmar at.the address above or by c-a/ling1-877-Z44-7711,x548114.

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TAB 2

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Only complete this form if you are an eligible mutual policyholder of Economical See the "Instructions for Completing Application for Policyholder Committee" for assistance in completing this form.


Contact Information

First name Allan

Last name Beaupre

Your Login ID (see letter sent to you with the demutualizotion notice)

Mailing address (street) (city or town)

Phone (preferred)


{province) (postal code}

List relevant credentials and experience relating to demutualization, negotiations, business, and financial affairs or insurance: (e.g,. financial services industry leadership roles; multi-party, high-value negotiations; corporate restructurings)

Degree(s)/diploma(s) and dates obtained Hons BBA WLU 1973 Professional designations (e.g. CA, CFA, FCIP}

CPA,CA Ontario 1975 Relevant employment

Employer 1: Allan Beaupre CPA Professional Corporation 1996-2016 - Dates: -------

Role description: -E 1 2 First Echo Group-Venture Capllallst

Dates: 1991-1996

mp over : -

Role description:

Employer 3: Parlner..JBB Chartered Accountanfs..later Colllns Barrow

Dates: 1981-1991

Role description:

Employer 4: Dates:

Role description: _____ --····· --·------- - ---- --------------- -·-- ·- ------ ---------·--- ... ... -- --------- -- -- ___ _,_ -·-- . --------------·--- - -----·------ ·-------Other relevant experience (Attach additional pages if necessary)

See attached

7bli :a Exhlblt.-C.,;: ~""' .referrad to In the

affidavit of •• ~~--sworn before me, lhls ........ .JS::: ................ -da ot .. lf::::.Q-:}.~~ .............. 20 •• .!!£.

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~-.............................. . ACOMMISSION:ll FCRTPl<llG AFFIDA\llTS

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" . . economical" JOIN IN OUR FUTURE


State reasons for applying to the mutual policyholder committee and why you believe you can make a positive contribution. (Attach addiUonal pages. if necessary)

I have followed !he demutualizalion process since the beginning and am keenly interested in !his precedent setting process.

l expect that !he demutualizatioh structure that the committee puts in place will be used by o!her mutual insurance companies should !hey decide to demutualize.

My strong accounting and tax knowledge as well as my negotiation skills and ability to break down complex issues in simple terms makes me an ideal candidate for !his this committee.

I 2, RELATIONSHIPS WITH ECONOMICAL L

Indicate all relationships you have with Economical Mutual Insurance Company or its member companies. Check a)I that apply. r·

I L iii I currently hold a mutual policy

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D Jamorwasanemployee, officer,ordirectorof Economical'

D I have a business relationship with Economical (e.g .• insurance broker)

\ '- D I have some other director indirect relationship with Economical

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(e.g., spouse or relative· is employed by or

has a relationship)

lastpositlon

held: ---------- Date left:

Nature of

relationship -----------,.----------

Nature of

relationship ---------------------

2

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0&9 economicar JOIN IN OUR FUTURE



[ Your Relationships with Other Insurance Companies

Indicate all relationships you have with other insurance companies (excluding holding a policy). Check all that apply.

·-I I am or was an emp.loyee, officer, or director of L D Insurance another insurancecompa ny company

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I Last position L. held: Date left·

,. ' D I have a business relationship with another Nature of L insurance company relationship and

(e.g., insurance broker) name of insurance ,~ company: i L

0 t have some other director indirect Nature of ,~. relationship with another:insurance relationship and

L company (e.g., spouse or relative is name of insurance employed by or has a relationship) company:

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l~ Other Actual or Potential Interests that Conflict with Economical L

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Indicate any other relationships th.at may create an actual or potential conflict with Economical. Check all that apply.

O I have a relationship with a person ot entity that may consider or has cansi dered purchasingtheshares ora majority of the assets of Economical or its successors or assigns

O I have a relationship with a person or entity that is acting against or has an interestthat is adverseto Economical .


Nature of

relationship:---------------------

Nature of

relationship:---------------------

Nature of actual or


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economical" JOIN IN OUR FUTURE


Other Actual or Potential Interests that Conflict with Other Eligible Mutual Policvholders

Do you have any other relationships thatmaycreate an actual orpotential conflictwiththe other eligible mutua I policyholders as a group?

D Yes (please explain - attach additional pages if necessal)!}

D No

4. OTHER COMMENTS

Is there anything else you believe would be relevant to your application forthe mutual policyholder committee? (Attach additional poges if necessal)!)

,. · I have been a life long resident of Kitchener and watched the Economical grow over the years. I understand the culture and ! the company's important role in the community L

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· L 5. SIGNATURE

I By submitting this Application Form, I certify thatthe information I have provided here is true and complete. I also agree to advise \ MccarthyTetraultLLP, counsel to the eligible mutual policyholders.,ofanysignificantchangestothis information as soon as possible. '-

, _ 1 consent and ackilowledge that (1) rriy name will be posted on Economical's demutualization website; (2) I may be contacted by legal j counsel to the eligiblemutual policyholders; (3) this form or· its contents may be shared with Mccarthy Tetrault LLP, Economical, and . L filed with the court (becoming public); and (4) if Economical determines such information is relevant to the appointment of

policyholder committees or the demutuaJi?:ation process, personal information aboutrnt! in Economical's records may be shared with

[

·· McCarthy Tetrault LlP and filed with the court (becoming public). Such personal information may include policy details, claims history, or any additional connections with~conomical (e.g., employment history).

- //:'' - .

[ Applicant's Signature: ~~ ~0/2016

r·- Date: ~~~~~~~~~~~~~

{Day, Month, Year)

The APPLICATION DEADLINE is October 24, 2016. Applications received after the deadlinewill not be considered.

lsubmityour comoleted and signed application by email or mail to:

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Sharon Kretchmar McCarthy Tetrault LLP Emai I: [email protected] Mail: Suite 5300, 66 Wellington Street West

P.O. Box 48, TD Bank Tower Toronto, ON M5K 1E6

-)"lease direct-any questions to Sharon Kretchmar atthe address above or by calling 1-877-244-7711x548114

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Economical

Appfication to serve on the Mutual Policyholder Committee for Demutualization

Other Relevant Experience

As a Chartered Professional Accountant I have strong.accounting and tax skills.

As a former Venture Capitalist l developed good negotiating skills that I have use'd in my practice to help medium sized clients both self and buy businesses.

My governance skills are strong and I have applied them to many small and. medium sized companies. I chaired Kitchener Power Corp (local LDC for Kitchener Wilmot. While the hydro position was paid I have also been involved with health care on a voluntary basis serving as chair of St. Mary's General ljospital in Kitchener, as well as treasurer of the StJoseph's Health System with assets of several billion and annual operating revenues in excess of $18. I have served on the boards of several local charities. including Tre<isurer of the KW Community Foundation.

Currently I am an advisor to the Roman Catholic Archdiocese of Hamilton serving on various committees including finance investment and properties.

My practice also offers independent advice to clients on their investment portfolios.

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Only complete this form if you are an eligible mutual policyholder of Economical See the "Instructions for Completing Application for Policyholder Committee" for assistance in completingthis form.


Contact Information

First name Grant

Last name Belanger

Your Login ID (see letter sent to you with the demutua/ization notice) C0001845802

Mailing address (street) (city or town) -Phone {preferred) Email -Education and Relevant Employment History

(province) • (postal code} -list relevant credentia Is and experience rel a ti ngto demutua I izati on, negotiations, business, and fl na nci al affairs or insurance: (e.g,. financial services industry leadership roles; multi-party,· high-value negotiations; c~rporate restructurings)

Degree(s)/diploma(s) and dates obtained None

Professional designations (e.g. CA, CFA, FCIP} RIBO (Registered Insurance Broker)

Relevant employment

Employer l: Belyer Insurance Limited o/a Easylnsure November 2005 - Present -------------------------- Dates: ----

Owner & Managing Partner Role description: --------------------------------------------------

Belyer Inc. o/a Quiznos Sub June 2004 - June 2007 Employer 2: Dates:

Role descri ti on: Owner & General Manager of 3 Quiznos Sub Restaurants p --------------------------

Employer 3: Seminole Home Hardware January 1998 - June 2004

Dates:

Role description: Shift Manager

Employer 4: __ -·- ---- Dates: ______ _, _____

Role description: .. - ... -- -Other relevant experience {Attach additional pages if necessary)

Working as Managing Partner of one of the fastest growing & most innovative insurance broker in Canada, Easylnsure has allowed me to gain unique experience and understandirig of the industry and what will be in the best interests of Economical's future to compete in the changing landscape of the insurance industry.

My experience at Easylnsure has included oversight and negotiation of several Tecflrlt1(1JJEkllf~~.¥flf~rftf'ffiffOmpanies, brokers and other entities. /\J.~rAI\)_( /A

a"1davlt Ofo......... ... ....... · J ......... .... ·~ In 2015 I was selected as an Ontario Finalist in the prestigious Young Entrepreneur Category for Ernst and Yt:..,1;v.:, _ .. trepreneur of the ear Award. - • ·-· - .................... _

1 ~·~= ACOM\ISSIOfel RlllTMIG AFflDPMTS

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r Reasons for Applvinq

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State reasons for applying to the·mutual policyholder committee and why you believe you can make a positive contribution. (Attach additional pages if necessary)

Reason #1: I am reputable and fair individual who can bring value to the negotiating process by helping the committees come to an

[ :::seo::~:that can be beneficial lo all stakeholders, including both policyholder committees along· with Economical itself.

I want my input to be heard. As a member of the committee, I will have a forum for my input and opinions to be heard, 1 · valued and accounted for.

L. Reason #3:

r I am very good at mediating situations, both personally and professionally. By hearing out all parties and creaiing L compelling solutions, I have had success in negotiations throughout my life and career.

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r 2. RELATIONSHIPS WITH ECONOMICAL :!_

lndicateall relationshipsyou have with Economical Mutual lnsuranceCompanyor its member companies·. check all that apply.

' L Ji] I currently hold a mutual policy

r.

I L O famorwasanemployee, officer,ordirectorof

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Economical

I have a business relationship with

Economical (e.g .. insurance broker)

D I have some other director indirect

relationship with Economi ca I (e.g.,, spouse or relath1e is employed by or has a relationship)

Last position

held: ----------- Date left:

Nature of I am an owner of an Economical contracted Insurance Brokerage

relationship ---------...,..------------

Mature of

relationship ---------------------

2

• • • economical. JOIN IN OUR FUTURE

[ Only complete this form if you are an eligible mutual policyholder

L 3. OTHER RELEVANT RELATIONSHIPS

r-· Your Relationships with Other Insurance Com ponies .

'- Indicate a/ I relationships you have with other insura nee com pa ni es (exc/ udi ng ho/ ding a policy). Check all that apply.

r ·

L D lamorwasanemployee, officer,ordirectorof another insurance company

Insurance

company ---------------------

I

L ,- Iii \

I have a business relationship with another_ ins ura nee company L:

[

(e.g., insurance broker}

D I have some other drrector indirect relationship with another insurance company (e.g., spouse or relative is employed by or hos a relationship)

_ [,o None


Nature of

relationship and

-----------

name of insurance M b k · d · h · y ro erage 1s contracte wit many insurance companies


name of insurance company: ____________________ _

r·

\ Other Actual or Potential Interests thotConf/ictwith Economical

r _Indicate any other relationships that may create an actual or potenti a I conflict with Eco no mica I. Check all that apply.

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I have a relationship with a person or entity that may consider or has considered

purchasingtheshares or a majority of the assets of Economical or its successors or

assigns

I have a relationship with a person or entity that is actingagainstor has an interest that is adverseto Economical

J have another actual or potential interest that conflicts with Economical



Nature of actual or potential conflict:

3

---------------------

---------------------

---------------------

52

••• economical. JOIN IN OUR FUTURE

,[ Only complete this form if you are an eligible mutual policyholder

Other Actual ar Potential Interests thatCanf/ictwith Other Eligible Mutual Policyholders ' L Do you have any other relationships that may create an actual or potential conflictwith.the other eligible

mutual policyholders as a group?

r· 0 Yes (please explain - attach additional pages if necessary)

L { I L~~~~~~~~~~~~~~~~~~~~~~~~__, r !!ii No

L 4. OTHER COMMENTS

i- Is there anything else you believe would be relevantto your applicati.on for the mutual policyholder committee? (Attach additional \ pages if necessary)

.-- ,''As co-founder and managing partner of Easylnsure, Canada's first full-service online insurance brokerage firm. With the innovation of online / insurance Grant has changed the way insurance is distributed in Canada. Powered by his drive to innovate and his education in marketing,

1l. Grant is one of the brightest stars in the insurance industry. His product distribution technology has won numerous awards and is sought after by

rsome of largest insurers and brokerages in the world." - Quote from Brad Smith, President of Insurance Marketing Alliances ,-~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~-'

\ Ls. SIGNATURE

·,l_ly submitting this Application Form, I certify that the information I have provided here is true and complete./ also agree to advise . 'llcCarthy Tetrault LLP, counsel to the eligible mutual policyholders,of any significant changes to this information as soon as possible.

I.consent and acknowledge that (1) my name will be posted on Economical's demutualization website;(2) I may be contacted by lega I r .ounsel to the eligible mutual policyholders; (3) this form or its contents may be shared with McCarthyTetrault LLP, Economical, and <-.-.led with the court (becoming public}; and (4) if Economical determines such information is relevant to the appointment of

policyholder committees or the demutualization process. personal information about me in Economical's records maybe shared with ; "1cCarthy Tetrault LLP and filed with the court (becoming public). Such personal information may include policy details, claims Li story, or any additional connections with Economical (e.g., employment history).

1- < Digitally slgl'led by Gr.int Belan9"r

L Applicant's Signature: Grant Belanger. _DN• oo•Grao• ''""'"• o, "·

.. email-•. :·.. Oafe:_ 2016.10.17 10:24:35·04"00'

[ 17, October, 2016

(Day, Month, Year)

r-·,e APPLICATION DEADLINE is October 24, 2016.Applications received after the deadlinewill not be considered. I .

'submit your completed and signed application by email or mail to:

r-1 ' ~ ..

Sharon Kretchmar McCarthy Tetrault LLP Ema i I: [email protected] Ma ii: Suite 5300, 66 Wellington Street West

P.O. Box 48, TD Bank Tower Toronto, ON MSK 1E6

reasedirectany questions to Sharon Kretchmar at the address above or by ~ailing 1-877-244-7711,x 548114. L

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~ °' & economical JOIN IN OUR FUTURE

APPLICATION TO SERVE ON THE MUTUAL POLICYHOLDER COMMllTEE FOR DEMUTUALIZATION

Only complete this form If you are an eligible mutual oolicyhokler of Economical See the "Instructions forcornpletingAppllcation forPolicyholderComrnittee" for assistance in cornpletingthis form.


Contact lnformat/an

First name Terence (Terry)

last name Bodnar

Your Login ID (see letter sent to you with the demutua/lzotion notice}

C.¢~$25 l.f'fS°' 33'1-Manlng address (street} {city or town}

Phone (prefeffed} --This· 1s Exh1b1t- C-Lj afflrt11r/Mft:oJ. .. •

54

Edu cat/an and Relevant Employment Hlstorv ACCIMMISSIOIEI FOR TN<llG AFFlll'Mlll

Ustr~evant credentials and experience relating to demutt.1alfzatfan1 negotiations, business, and financfal affairs or insurance: (e.g,. finandol services lndustly leadership roles; multi-party, high .. valuenegotiotions; corporate restructurings)

Degree(s)/dlploma(s) and dates obtained Honors BA, Business Administration - 1978 - University of Western Ontario Professlonal designations (e.g. CA, CFA, FCIP}

CA, CIP. CFA, CFP

Relevant employment

Employer 1: ~I (;~~ital ~Id ... Jan. 2007 - Jan. 2016 (relired) - .. - _. ___ ,,. , _ --· -----·------------------- ----- Dates:--.-- ... _,, ..... _ -····-··- ., __ , -- ...

Roledescrl lion: President & CEO-managed 3rd party fixed income portfolios, client servicinglmarkeUng, govL reporting. p -- - ---·--- .. -----·--·~· ----·· .. -····,···--·--- - -"--·--·-·-- ·• ·---·-----·-----,-· .. ·- .

1 T.H.A. Bodnar & Co. Investment Management Ltd.

Emp oyer 2: ... _____ , __ ·--------·---·--------·---· Apr. 1999 - Dec. 2006

Dates: __________ ,,_, ___ , ____ .. _, __ ·-.

1 . President & CEO-managed fraternal benefit society and insurance co. fixed Income and equity portfolios

Ro e description: _________ ----···-·. ------·- ________ .. _____ , ____ _ _ ______ ____ ____ _ ______ .. ·-··--·- _____ ···-. ______________ .. --·----- __________ .,. .. _____ . ________

1 AlphaQuest Capttal Management Ltd. SepL 1996-Feb.1999

Emp oyer 3:. -.. -·--- ..... -... -,.·--··,··-· .. - __ -.--·- ·- ·-~--- -- .. ··--·--- --- - Dates:_ .. _ --·-... - ... - .... ' - -·-· - --- .. --------

1 . Sr. Vice President, Fixed income Investments-managed fixed income assets for 3rd party insurance cos.

Ro e description:-----.. __ .. ________________ --·--·-- ____________ -------· ___________________ -·- ________________ ..... ,. ... -"-- ______ -----·· _ -·-- -···- _________ --~···

1 Aetna Capital Management Ltd. Sept. 1995 -Sept. 1996

Empoyer4: .. ,. ··-········ -· .--··· -- ·- . . .. .. ··- .... - Dates: . . , , .... ,_, .

1 d . . Sr. Vice President, Rxed Income Investments-managed fixed Income investments for Aetna Life

Ra e escriotian: Other relevant experience (Attach odditionol pages If necessary}

Hodgson Roberton Laing - March 1995-Sepl. 1995- VP, Fixed Income-managed fixed income portfolios for numerous third parties, including Wawanesa Insurance and Wawanesa Life, which accounted for over 80% of firm assets. Equitable Life - Dec. 1990-Feb. 1995 - VP Investments and Treasury-responsible for asseViiability matching for Equitable Life annuity and life insurance products (approximately $1.5 billion) and managed fixed income and equity investments. Economical Mutual Insurance -Apr. 1987-Dec. 1990 - Bond Trader-responsible for fixed income investment trading and management for Economical and its subsidiary companies {approximately $700 million).

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Reas ans for Applying

State reasons for appJyingto the mutual policyholder committee and why you beUeveyou can make a posftive contrfbution. {Attach

add/6onal pages if necessary)

My nearly 30 years of investment portfolio management experience has been primarily for member/policyholder-owned fraternal benefit societies and organizations, similar to the mutual policyholder structure of the Economical. Board and Finance Committee members of clients had wide and diverse investment and financial experience/backgrounds-ranging from professional accountants and Board members to elected individuals with no accounting or Investment experience. One of my primary tasks was to often "educate" Board members of these organizations on the importance of maintaining appropriate solvency ratios as mandated by OSFJ while developing investment policies/strategies that would maximize returns under a wide .variety of "stress tests" and economic scenarios. I frequently interacted with client Appointed Actuaries, including the sale of one fraternal society to another under the supervision and with the approval of OSFI. Jn my early career, my audit experience focused predominantly on the property and casually (P&C) insurance industry. was involved in the audit, financial statement preparation and regulatory reporting for the Economical Mutual, Perth Insurance, Mississquoi & Rauville and Waterloo Insurance from 1976-19BO. Since 1967, I have analyzed the financial strength and credil worthiness of both pubfic and private companies in various public and private debt and equity issues. Credit analysis had become a major focus for me since early 1990, especially since one of my clients had held investments in both Sovereign Life and Confederation Life. From 2000-04 I was a part-time lecturer in both the Undergraduate (Personal Investments) and the Executive MBA programs at the Wilfrid Laurier University, often providing "hands-on/real life" experience and knowledge. I believe that my combined CA and CFA designations would provide a unique and experienced perspective to the Mutual Policvholder Committee aimed at comino lo a fair and reasonable distribution with Economfcal's non-mutual pofic:vholders.

2. RELATIONSHIPS WITH ECONOMICAL lndfcateall relationships you havewlth Ecor.omicaJ Mutual Insurance Company or Its member companies. Check aD that apply.

ii rcurrentlyholdamutual policy

~ lamorwasanemployee, officer,ordlrector·of Economfcal

O I have a buslnessrelationshipwith EconomlcaJ (e.g .. insurance broker)

O I have some other director indirect relationship with Economical (e.g., spouse or relative ls employed by or has a relationship}

Last position Bond Trader Dec. 1990 held: __________ Dare left:------

Nature of

relationship--------------------

Nature of

relationship--------------------

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3. OTHER RELEVANTRElATIONSHIPS

Your Relationships with OtherlnsuranceComprmles

Indicate all relationshrps you havewlth other Insurance companies {excludfngholdlnga policy). Checkall that apply.

Ii I am or was an emproyee, officer, or director of another insurance company

Insurance Equitable Life Insurance Company of Canada company ~~~~~~~~~~~~~~~~~~~~~

0 I have a busfness relationshfpwithanother fnsurancecompanv (e.g., insurance broker)

D I have some other director indirect relationship with another fn5urance company {e.g., spouse or relative Is employed by or has a relationship)

last position VP, Investments & Treasury Feb.1995 held: Date left:

Na1JJre of relationship and

name of insurance

company: ~~~~~~~~~~~~~~~~~~~~~


name of insurance ..

company:~~~~~~~~~~~~~~~~~~~~~

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Other Actual or Potentla//ntereststhat Conflict with Economical

lndicateanyother refationshfps thatmaycreate an actual or potential conflictwith Economic~I. Check all that apply.

D I have a relationship with a person or entity that may consider or has considered purchasing the shares or a majorltyofthe assebi: ofEconomJcal or its successors or assfgns

D l have a refationshipwftha person or entity that is acting against or has an fnterestthat is adverseto Economical

0 I have another actual or potential fnterest that confll cl!l with Economf ca I

Nature of

relationship:~~~~~~~~~~~~~~~~~~~~~

Nature of

reationship: ~~~~~~~~~~~~~~~~~~~~~

Nature of actual or


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Other Actual ar Patent/a/Interests that Conflict with Other Eligible Mutual Po/icyhalders

Do you have any other relationships that may create an actual or potential conflictwrththe other eligible mutual policyholders as a group?

0 Yes (please explain - attach addifjona/ pages if necessary)

ii No

4. OTHER COMMENTS

Is there anything else you believe would be relevant to your application for the mutual policyholder committee? {Attach addltlanal pages if necessary)

5. SIGNATURE

By submitting this Application Form, I certify that the Information I have provided here Is true and complete. I also •gree to advise McCarthy Tetrault UP, counsel to the eHgtblemutual pollcyholders,ofanysignlficantchanges to this Information as soon as possible.

I consent and •<knowledge that (l) my name will be posted on Economlcal's demutuallzation website;(2) I may be contacted by logal counsel to the eligible mutual policyholders;(3}this form or its i:;Ontenbs' may b~ $hared with tv1ecarthyTetrault UP, (conomlcaf, ar.d flied with the court (becomlng public); and (4) If Economlcal determines such Information Is relevant to the appointment of policyholder committees or the demutualfzationprocess, personal information about me in Economicaf's records maybe shared with McCarthy Tetrault UP and flied wlth the court (becoming publlc). Such personal Information may Include policy details, claims hf story, or 3nyaddltionafconnectlo ith Economical (e.g., employment hlstory}.

(Day, Month, Year)

L. The APPLICATION DEADLINE ls0ctober24, 2016.Appllcat!ons received after the deadllnewlll not be considered.

r Submit your completed and signed application byemall or mall to:

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Sharon Kretdimar McCarthy Tetrault LLP Emai I: [email protected] Ma II :Suite 5300, 66 Wellington Street West

P.O. Box 48, TD Bank Tower Toronta, ON MSK 1£6

Pleasedlrectanyquestions to Sharon Kretchmar at the address above or by calling 1·877·244-7711, x548114.

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l . Contactlnformation

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First name Last name

Your Login ID (see letter sent to you with the demutualization notice)

c ooo(.oSo"'\ ?>~I Mailing address , (street)



List relevant credent! a Is and experience relating to demutua lization, negotiations, business, and financial affairs or i nsura nee: (e.g,. financial services industry leadership roles; multi-party, high-value negotiations; corporate restructurings)

Degree(s)/dlploma(s) and dates obtained


Roi e description: Other relevant experience (Attach additional pages if necessary)

~'\ec.\o\" Of'\ Co,\\ \:>,.od.1.>ce.>.:s C\:.V'(\ r'(\.·c:s.s·, one , o 'f' Lo c cJ ~. \e t' \.-,o n <(,, U+, \. ,t C'i, \:)oei_\'J_ D '\' d.,:,-rc..c...\=:-5 We...s\e,'/'\ Gef\e'\o-.\ ~S ~ \ P,,.,.._,· \r

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••• economical· JO!N IN OOR FUTURE

· -~ Only i::omplete this form if you are an eligible mutual policyholder

r I Reasom;for APP/vlnq

state reasons for apr>!Ylng to the mutual policyholder committee and why you believe you can make a positive contribution. (Atto'h

[ ·additional pages if necessary} ~ _ _ l '\ \ _ l _\ +t _ -' ~-s (!..\.-..0.,.\0 'f'<\.0....-<\ o{ 800..<'o. CJ.,;..,~""t'0'.:5 ~""--~~--"'<!..C\ _· N::..i

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WooJ.'\'S~oe-l ~..\--o Ce..o'f\.o<V\l:.c..a....\,. \=i.\::so{'\a._.ll.~ 1 v.:>o~c\ LA..~ t.. +-o t'~.\-L.L....~~ _ ~ +k '-0 k {"'C\...rvs \, .\-·.., o <'-. o .@ <2..c..o "'o ~ ... c.o.... \ ~ o.... -¥~-0.... V'.. J.. -\- ~o... 'I°" a- ~ 0-'f"'e..N\... "\ 'N\ C\....""' {\ e.. '<

[,___ ____________ ~----......!

.T 2. RELATIONSHIPS WITH ECONOMICAL '--'

Indicate all relationships you have with Economical Mutual Insurance Company or its member companies. Check all that apply. c-

l~ ~urrently hold a mutual policy -\-- o.A l..>.J €..- \ \ ~ \...~r.e.- ? e:. L '--~-,

I am or was an employee, -officer, or director of Last position

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Nature of

relationship-----------------

f "- 0 I have some other director Indirect 17'\P

relationship with Economical (e.g., spouse or re/olive is employed by or has a relationship)

Nature of

relationship-----------------

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only complete this form if you are an eligil:>le mutual policyholder


[~. Your Relationships with Other Insurance Companies

lndfcateall relationships you have with otherinsurancecompanles (excluding holding a policy). Clled<all that apply.

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q I am or was an employee, officer, or director of another Insurance company

Insurance

company ------------------~ .rf-'°, Last position

held: --------- Date left:

D I have a business relationship with another lnsurancecompany (e.g. insurance. brcketj ~ •


name of insurance

D I have some other director Indirect relationship with another insurance company (e.g., spouse or relative Is employed by or has a relationship)

company: ________ ~-----------


;rJO · name of insurance company: ___________________ _

[ &?{None

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L Other Actual or Potential Interests that Conflict with Economical

lndkate any othet relatf onshi ps that may create an actual or potential conflict with Economical. Ched< all that apply.

D I have a relatlonshipw!th a person or entity that may consider or has considered • AP , purchasingtheshares ora majority of the rvassel:!i of Economical oritS successors or assigns

Nature of

relationship: --------------------

O I have a relationship with a person or ..v\fo • entity that ls actingagainstorhas an / '~ Nature of

relationship:--------------------interest that is adverseto Economical

D I have another actual or potential interest Nature of actual or that conflicts with Economical , potential conflict:--------------------

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••• economical' JOIN lN OUR FUTURE


( · Other Actual orPotentiol tnterests. that Conflict with Other Eligible Mvtuol Policyholders

L Do you have any other relationships thatmaycreate an actual or potential conflict with the other eligib! e mutual policyholders as a group?

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', 4. OTHER COMMENTS ,_.r_::)

I Is there anything else you believe would be relevant to your application for the mutual policyholder committee? (Atroch additional '(..pages if necess01y) ·

·.,r ~v submitting this Application Form, I certify that the information I have provided here Is true and complete. I also agree to advise .,~tcCarthy Tetrault UP, counsel to the eligiblemutual policyholders, of anysignlflcantchaogesmthfs information as soon as possible,

lt.oonsent and acknowledge that (1) my name will be posted on Economlcal's demutualfzation website; (2) I may becontaned by legal

runselto the elfgiblemutual policyholders; (3) this form or its contents may be shared with Mccarthy Tetrault LLP, Econoinical, and ~,ed with the court (becoming pub!fc); and (4) If Economical determines such information is relevant to the appointment of policyholder committees or the demutualizatiooprocess, personal information about me in Economlcal's records may besharedwith ( i:carthy Tetrault LLP and flied with the court (becoming public). Such personal Information may include policy details, claims J. story, or any additional con ith Economical (e.g., employment history). . '-7

T"e APPLICATION DEADLINE is October 24, 2016, Applications received after the deadline will not be considered.

I s~bmityour completed and signed application by email or mail to:

[ 1 · ·~

Sharon Kretdimar McCarthy Tetrault LLP E'mai I: [email protected] Mail: Suite 5300, 66 Wellington street West

P.O. Box 48, 'tD Bank Tower Toronto, ON MSIC :!.E6

;f--,1sedirect any questions tn Sharon Kretchmar at the address above or by calling l·Sn-244-7711•548l14 I

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Only complete this form if you are an eligible mutual policyholder of Economical See the· "Instructions for Completing Application for Policyholder Committee" for assistance in completing this form.


Contact Information

First name Peter::

Last nan:l.e Brzetinski

Your Login ID- (see letter sent to you with th,;·demutualizotion notice) C00044 76298

MaiHng address {dty or i:own)

Phone (p_referred) -Education and Relevant Emplavment History

{pravinc.e) (postal code)

List relevant credentials -and experience-relating to-demutoalization, negotiations, business1 and financial affairs or insurance; (e.g,. financial services industry leadership roles; multi-party., high-value negotiations; corporate restructurings}

Degree(s}/diploma{s) and dates obtained NIA ·Professional designations (e.g. 0\, CFA, FCIP}

NIA Relevant employment

Employer 1, GM Canada, Oshawa CAP.

. . CAP. Quality Org. Dept. Cleric (Retired) Role description:

Employer 2:

ROie descripti"on;.

Employer 3:

Role description:

Employer 4:

1973-2006 Dates:

Dates:

Dates:

Oates:

1· Role description: L Other relevant experience (Attach additional pages if necessary)

I L

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ACOMMISSIOIE! FCllTPl<li'G AFFIDA"1TS

62

[ ,:a= -e e eeonomical JOIN iN Olj~ FUTURE

.[ Only complete. this form if you are an eligible mutual policyholder

[

Reasons for Applving

State reasons for applying to the mu tu a I pol r cyhol der cornm1 ttee and why you beh eve you. can make a pos 1 ti ve.contrr but1 on. (Attach ad(jitiof'laf oaaes if r,ecessaty)

. [ /!iJ;,? retii:ee, l have the t(me & energy to p3ttitip?te on !he commltti,e .

. : I have held a Mutual Policy with Economical since 1982.

[ I did have an Auto Policy as well, .but do not presently own a. vehicle.

_ As the. Dept. Clerk (22· Yeats) for the GM Ostiawa, C.A.P. Quality Orf,h it ~s my responsability to assist in. the daily

[ probl!'!m solving issues in order to ens.ure the plant was builcfin1;1 vehicles for our customers to the highest possible .quality; and.our organiZation had the necessary tools & manpower to achieve it.·

[J, don·tyocess de~rees from Col~ege or~niversity, buf I do pocess a keen business sense & understanding of how comm1ttees work in order to achieve therr goal I targ·et.

,. I :beli?ve_ I am fair, open miilcled, work W?ll with others & can 10onfrib\lte a viewpoint as· a long standing Policy holder with

l:Economical. . ,

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L'"'" .~,;::::.,; i iONSHIPS WITH. ECONOMICAL Jndf:!)ate<rll rel·ations·hips you ha.vewith Economicql Mutu>;l lnsora·n.ce c;ompany orit> member cqmpanies. Clieckallthat apply_

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I .a·m o.r was~n employee; officer., or director' of

EconomitaJ

I h~ve a bu.sihess relationsf\ipy.iith Economical (e.gc insurance broker)

I havesome other director indi.r.ei:;t r-e/ationsh-ipwith Economic.a.I \e.g., spouse or relative is employed by or

has a relat7onshfp)

Last position held: . Date left:

~--~------~

N.ature of

relationship ---------------------

Nature of

relationship ----------------------

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~ ;g. e. economic;al JOlN IN OUR FUTURE



Yoar Relationships with Other insurance Companie.

Indicate a:JI .relc;iti.ons.hips )'olJ have with otiier i·nsura:nce G{)mpa.nies {excluding holding a poUcy}. Check aU th~t :apply.

Insurance

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Q I am a·r was ail employee,. offfcer,otdirectorbf another ·insura ncecompa.ny

company -------~------------Last position

held:·---------- Date leit:

D 1 have a business relationship with another Nature of 1n-surant-e"(:ompany :relatronship and (e~g., insurance broker} name ·afi.rsu.rance

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D. I have some othsr .director indirect r~.a.tj:ons}ii'p wi:tt)·a·n91;h~ insurance company \e.g., spou>e qr rela;iv~ ts employ~(l by Qt h<is a re/atioriship.)

[ m.J None

-co.mpany: ---------------------

Natµre ofrelotionship and

R~me of insurance company; ____________________ _

['.lthet Actti<il or Potential interests that Conf/iawith Economical

Indicate ar:iy other relationships that.may ~reate an attoal or potential co.rlfiitt with Economical. Check oil that apply,

[

!"have a relationship with a per:Soli or .,:uw tnarmav Cons1aetot ha$ t'Onsider.ed

'purchas.iilgthesha res or a majority of the assetS-of Eco.nomic;ai or its.suctes:S ors-or assigns.

l·haile a rel~tio~shlp with a person or entity thati$ acting3.gain·5tor has: an interest th.at is adverse to Econqmical

[ c.J· J have another actual or potential interest that conflicts with Economical

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Nature· of relationship:

Natute of relationship:

Natur.e of actual or potential confllct:

3

-~~--~---------------

----~-~----~---~-~--~

-~--------------~----

[ eeoriomical

j

!. JOIN IN OUR FUTURE

[ Only co.mp!ete this form if you are. an eligible mutual policyholder

Other Actual at Potential Interests that-Conflict with Other EltqibleMutual Policy.holders

[ Do you ·have any-other relati.onships th'ltmayc.reatean ~¢tual-0r potential canflictwith the other elfgioi' mutual j?oJfeyhofdetsas.a group.?

· ·· 0 Yes {please explain -.qttoclt adrJ!!ionai pages if necessoJY}

Li

ii!! No

[ 4. OTHER COMMENTS

r·· Is there a oything else you believe would be relevant to your application for the mutuai policyholder committee? :(Attach- addicionat

L pages11 necessatyJ

[

Cs. siGNATURE

·r·'1y s·~bmltting thi> Ajlpiic-;ition Form, I <:ertify that the iDformatiori I nave provided here is true and complete. I a(so agte-eto advise nGCarthy Tetrau(tl!P, c<>iinsel tq the eligiblemutual policyholder~, ofanysi,gpificaotcha.nges fothis-information as soon.as poS.>ib1¢.

.~

!_consent and a cknowl.edge that (t) my na me·wi f.I bl! posted on Econofrii ca J's demutua I ization website; (2) 1 may be contacted by I eg;il 'Lounsel to the eligible mutual polky.holders.;·{3) thls·~orm or ;15· oontents may beshared with McCarthy Tetra ult UP, Economical, and

·Je!f whh tl)e. ~ourt [becoming publi'.C)} and ·(4) if £conomical d¢~mines such information ·;s relevant to the appoi.otment of poli-cyhoJder·committees orthe demutuaiization process; personal information about me in Economh:::al'.s records may be shared with

[1c.·Catthy Tetrault.~ and' filed ~th th_e court {b"."omlng public): S.uch persbnal information may include policy. details, claims. 1story, or arty add1t1onal <:onnect1Gns with Economical (e.g., employment history).

[,,_.,_~ .. ·~~-28/09/2016 .

Date: ~-------------"(Oqy. Month. Y~!'

r. e ~PPLICATION DEADLINE .isDctober. 24,~016, Appl.ication~ received after the deadiin·e will not be considered.

~ub;rntvout comoleted and.signed application. by email or ma.ii to:

[

Sharon Kretchmar McCarthy Tetrault LLP

EmaiJ: [email protected] Mai,I: Suite 5300, 66 Welilngton Street vilest

p_o, Box 48, TD B;ink Tower Torcmto, ON MSK 1E6

(ase di.rect any questions to Shar~n Kretchmar at the address above or by ca!li.ng 1-877-244·7711x548114

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Contact lnfo'rmation

First name Rick

Last name Charnuski

Your Login ID (see letter sent to you with the demutualization notice) C0004477839

Mailing address

Education and Relevant Emplovment History

List relevant credentials and experience relating to demutualizati on, negotiati ans, business, and financial affairs or insurance: (e.gr financial services industry leadership roles; multi-party, high-value negotiations; corporate restructurings)

Degree(s)/diploma(s) and dates obtained BA Business, Wilfrid Laurier University, 1980


Relevant employment

Employer 1: -~~~~nl<__ _______________________ .. ___________ . May 1980-Current Dates: ---·--- .. ---------------·---- .

. . Branch Manager, Commercial Account Manager, Commercial Sales Manager, other Roles Roi e des en ption: ---·----------------·------------·--------------·

Gulf Minerals Canada Employer 2: .. . .. _______ _

1979-1980 Dates:

d . . Camp Manager/Expediter Roi e es err pt1 on: ______________________________ Th~~;;E;/,U,Jt.:-r:..;;_ -------:;;~-~-~· ~- __ Employer 3: ______________________ . _____ alfli!:i,}/~f.'..~- ~~"! ___ . ____ _

Role description: ·--Sworn-before-me-th/$----- ------------·-··

Employer 4: __ _

N' " ... ___ _ m ______ ••• ------ _ .. _ ... ,_ .. _._dayo6ata~>.,,_MooO.:i/£1M.be£_.20...lLa- .

Role descri ti on: --Other relevant experience (Attach additional pages if necessary) ACOMf.tSSIOIE! FCRTN<llQ~

As an employee at TD Bank for over three and a half decades, I am proficient in people skills particularly as it pertains to financial discussions. Due to the daily frequency of customer interactions, with often personal and complicated topics, I have honed the ability to communicate not only the interests of the client but also ihe interests of the banking institution. Working with clients who value trust, respect and transparency, I have excelled in gaining large accounts by selling not only the products and services TD Bank offers but the leadership and staff that supports their assets.

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Only complete this form if you are an eligible mutual policvholder


State reasons for applyin·g to the mutual policyholder committee and why you believe you can make a positive contribution. (Attach additionalpages if necessary)

Please see attached page 1 "Reasons for Applying."


Indicate a II relationships you havewith Economical Mutual lnsuranceCompanyor its member companies. Check all that apply.

l!I I currently hold a mutual policy

D I am or was an employee, officer, or director of Economical

D I have a business relationship with

Economical (e.g •• insurance broker)

D I have some other director indirect relationship with Economical (e.g., spause or relative is employed by or has a relationship)

Last position


Nature of

relationship ---------------------

Nature of

relationship ---------------------

2

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••• economicaf JOIN IN OUR FUTURE

68

I- Only complete this form if you are an eligible mutual policyholder l_

l- 3. OTHER RELEVANT RELATIONSHIPS ~


[ Indicate all relationships you have with other insurancecompanies (excluding holding a policy). Checkall that apply.

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Insurance

company--------------------

D lhavea businessrelationshipwithanother ·ins urancecompany (e.g., insurance broker)

0 I have some other director indirect relationship with another ins ura nee company (e.g.., spouse or relative is employed by or has a relationship}

Iii None

last position


Nature of relatronship and

name of insurance company: ____ ......;......; _____________ ~



Other Actuc! er Potentiallnteres+..sthatConflict with EwnomicoJ

lndicateanyother relationships thatmaycreate an actual or potential conflictwith Economical. Check all that apply,

O I have a relationship with a person or entity that may consider or has considered purchasingtheshares or a majority of the assets of Economical or fts successors or assigns

O I have a relationship with a person or entity that is actingagalnstor has an interest that is adverse to Economical


Nature of

relationship: --------------------

Nature of

relationship:---------------------

Nature of actual or

potential conflict ---------------------

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Other Actual or Potential Interests thatConflictwith Other Eligible Mutual Policyholders

Do you have any other relationships thatmaycreatean actual or potential conflictwiththe other eligible mutual policyholders as a group?

0 Yes (please explain - attach additional pages If necessary)

iii No

4. OTHER COMMENTS

Is there anything else you believe would be relevant to your appltcation for the mutual policyholder committee? (Attach additional 1· pages If necessary) '--- I Please see page 1 "#4. Other Comments."

1- -

i ·'---

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5. SIGNATURE

By submitting this Application Form, I certify that the information I have provided here is true and complete. I also agree to advise McCarthy Tetrault Ll.P, counsel to the eligible mutual policyholders,ofanysignificantchanges to this information as soon as possible.

1 consent and acknowledge that(l) my name will be posted on Economical's demutualization website;{2) I may be contacted by lega I counsel to the eligible mutual policyholders;(3)this form or its contents may be shared with McC.rthyTetrault LLP, Economical, and

[

filed with the court (becoming public); and (4J if Economical determines such information is relevant to the appointment of poiicyhotdercommittees or the demutualization process, personal information about me in Economical's records maybesharedwlth McCarthy Tetrault Ll.P and filed with the court (becoming public). Such personal information may include policy details, claims history, or any additional connections with Economical (e.g., employment history). ,.

L Applicant's Signature:

23/10/2016 Date:

-· {Day, Month, Year)

L The APPLICATION DEADLINE is October24, 2016.Applications received after the deadline will not be considered.

[ Submit your completed and signed application by email or mail to:

Sharon Kretdimar MtCarthy Tetrault LLP Email:[email protected] Mail:Suite 5300,66 Wellington Street West

P.O. Box 48, TD Bank Tower L Toro~to, ON MSK 1E6 .

Pleasedirectany questions to Sharon Kretchmar at the address above or by calling 1·877-244-7711,x 548114.

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Mutual Policyholder Committee Application Additional Page 1 Application for Rick Charnuski

r am applying to this committee as I have a desire to serve the mutual policyholders and to represent them in this important next step in the demutualization process.

This demutualization process will require compromise, concise communication, and a high level of negotiation with competing personalities and priorities and the ability to discuss sensitive issues with practicality. In short. these discussions will mirror my daily responsibilities as a Branch Manager with TD Bank The past 36 years have been devoted to the daily interaction with clients to ensure their satisfaction in dealings with· any of our products and services and to quickly and thoroughly address any issues. fn my role as a Commercial Relationship Account Manager, my Portfolio of customers was what was commonly referred to as 'MUSH" (Municipalities, Universities, School Boards and Hospitals} business. Dealing with this complex and highly educated and corporate customer base required professional skills, education, and a combined skill set of street smarts, common sense and people skills.

Pricing in banking is always a concern with customers as many view banking products as a "commodity" and therefore the lowest price wins the business. A frequent occurrence in my role was to meet with the customer to outline the benefits of a traditional "brick and mortar" bank vs. other financial institutions or virtual banks that may /may not offer the full range of services of a retail bank In many cases, the products and pricing were similar and it was the people, knowledge and experience that made the difference in gaining a new client

In banking, the structure is very flat iined and the organizational chart is linear from the Branch Manager who reports to the Senior Vice President who reports directly the CEO. Throughout my entire professional career, not once was a concern or complaint elevated to my superior, as a resolution (negotiation/compromise) was always found. I believe my ability to critically see both sides of the story and to professionally, courteousiy and concisely communicate a resolution is a necessary characteristic and what I can add to the mutual policyholder committee.

#4. Other Comments

While I do not possess a variety of professional certifications/ designations, I have real-life, ground level experience with a range of individual personalities, needs, incomes and assets and have provided them all the highest level of customer care. This street-sense, combined with a lifetime of experience ;and expertise in negotiations and business and personal financial affairs, aligns with the needs of the mutual policyholder committee. Additionally, I plan to retire from my full time occupation by calendar year end and will have the necessary- time required to fully commit to the committee.

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<> '<> e economical JOIN IN OUR FUTIJRE

APPLICATION TO SERVE ON THE MUTUAL POLICYHOLDER COMMITTEE FOR DEMUTUALIZATION

Only complete this. form if you .are an eligible mutual policyholder of Economical See the "Instructions for Completing Application for Policyholder Committee" for assistance in completing this form.


Contact Information

First name Wayne

Last name Chertkow

Your. login ID (see letter sent to you with- the demutualizotion notice) C0004442407

Phone (preferred)· -Education and Relevant Emplovment History

List ref evant credentials a_nd experience.relating to demutualization, negotiations, bus-iness, <:ind financial affairs or insurance! (e.g,. finondal services fndustry leadership roles; multi-party, hi'gh-value negotiations; corporate restructurings}

Degree(s)/diploma(s) and d;rtes obtained B. Commerce (1993); B. Accounting (1994)

· Professional designations (e.g. CA, CFA1 FCIP) CA; CA(SA) ; CPA; CF (Corp Finance) Relevant eritployment

Employer 1: Aviva Ca.nada fY_P~) _____________ _ 2006-Dates: __ _

I d . . Broker lllll8Slments - Senior debt; Private equity; Corporate Finance

Roe escr1pt1on: -------------------------------------·

Em 10 er 2: Canadian Corpol'llf8 Funding Llmlled p y ·- ·-·--- -------- ·-·------

Roledescri tlon: M&AandFlnancaAdvlsoryWork p .. ----· ------ ··----- --

Em lo er 3: Ernst Young LL.P . p y --- -··------ .. -·-···----- --·······-- ·------·-··

Audlt-FmanciruSenrices Role description:···--·-----·---""., -~ .

Employer 4:.

Role description:. Other rele\lant experience (Attach additional pages if necessary)

1999-2002 Dates: ________ --··-

1997-1999 Dates:_ .... ··-· ---

Dates:

Have lead directly· or advised clients on the completion of more than 50 successful M&A/financing transactions - the majority of which are distribution deals for general insurance in Canada.

Holistic understanding of key facets relating to legal, tax, accounting, and finance opportunities and constraints- resulting and a pragmatic and effective approach to negotiating to yes .. Creative problem solver.

ortunitie when raisin

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ACOMl;ISSl:l!EIRlllTM<INGAFFIDAVITS

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eC:onomicar JOIN IN OUR FUTURE


Reasons far Applvinq

State reasons for applying to.the mutual policyholder committee and why you believe you can make a positive contribution. [Attach additional pages if necessary J

I have a personal financial opportunity in ensuring a successful outcome.

I Have been· following closely Economical since obtaining my policy attending almost all policyholder meetings. I have a keen interest in the demutualisation process and have reviewed rules and taken the time to attend the Sep 19 heartngs for selection of counsel to the committees.

I believe that my strong knowledge of the Canadian General insurance environment and working knowledge.of!he insurance companies act together with my track record in successfully negotiating mutually beneficial deals will assist the committee in reaching a positive result.

I am reasonable and have sound judgment.

I have previously and continue to work with and co-invest in insurance brokers alongside other Canadian Insurance Companies, including Economical. I have worked with Tom Reikman the current COO of Economical for almost 1 O years -who can attest to my capabilities.

_L 2. RELATIONSHIPS WITH ECONOMICAL

i

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Indicate all relationships you have with Economical Mutual Insurance Company or its member companies. Check all that apply.

~ !1111" I currently hold a mutual policy

D lamorwasanemp1oyee, officer,ordirectorof Economical

D I have• business relationship with Economic•[ (e.g .. insurance broker)

D thavesomeother director indirect relationship with Economical (e.g., spouse orrelative is employed by or has a re!Gtionshlp)

Last position

held:----------

Nature of

Date left:

relationship --------------------

Nature of

relationship ----------------'-----

2

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I Your Relationships with Other Insurance Companies L Indicate all relationships you have with other insurance companies (excluding holding a policy]. Check all that apply.

, .. i ii I am or was an employee, officer,or director of Insurance ~

another insurancecompany company

r Last position VP NA L held: Date left:

I D 1 have a businessrelationshipwlthanother Nature of : insurancecompany relationship and .._

(e.g., insurance broker} name of insurance

L company:

D I have some other director indirect Nature of

r relations hip with another insurance relationship and

I company (e.g., spouse or relative is name of insurance L employed by or has a relationship) company:

... t-I D None

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/ ·Other Actual or Potential Interests that Conf!ict with Economical ~

Indicate any other relationships that may create an.actual or potential conflict with Economical. Check all that apply.

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Iii 1 have a relationshipwith a person or entity that may consider or has considered purchasl ngthe shares or a rnaj ority of the assets of Economical or its successors or a·ssigns

I have a relationship with a person or entity that is actingagaf nstorhas an interest that is adverseto Economical

[ D I have another actual or potential interest that conflicts with Economical

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Nature of See above relationship:--------------------



3

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---------------------

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o e. ~ economical JOIN IN OUR FUTURE


Other Actual or Potential Interests that Conflict with Other Eligible Mutual Policvholders

Do you have any other relationships thatmaycreate an actual or potential conflictwith the other eligible mutual policyholders as a group?

D Yes (please explain - attach additional pages if necessary)

Iii No

4. OTHER COMMENTS

\; Is there anything else you believe would be relevant to your application for the mutual policyholder committee? (Attach additional L pages if necessary)

Le· • I have previously and conflnue to work with and co-invest in brokers alongside other Canadian Insurance Companies,

. including Economical.

5. SIGNATURE

By submitting this Application Form, I certify that the information l have provided here is true and complete. I also agree to advise McCarthy Tetrault LLP, counsel to the eligfblemutual policyholders,ofanysignificantchangestothis information as soon as possible.

I consent and acknowledge that (11 my name will be posted on Econornical's demutuallzation website; (2) I may be contacted by legal I counsel to the eligible mutual policyholders; (3) this form or its contents may be shared with McCarthy Tetrault LLP, Economical, and l filed with the court {becoming public); and (4) if Economical determines such information is relevant to the appointment of

policyholder committees orthe demutualization process, personal information about me in Economica:l's records may be shared with r-· McCarthy Tetrauit LLF and fil~d with the court (becoming publfc). s· .. erS'5ffil information may include pal icy details, -::!alms L history, or any additional connections with Economlcal (e. p oyment history).

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27 September 2016 Date: ~~~~~~~~~~~~~

(Day, Month, Year)

The APPLICATION DEADLINE is October 24, 2016. Applications received after the deadline will not be considered.

r Submit your completed and signed application by email or mail to:

r L


Email: [email protected] Mail: Suite 5300, 66 Wellington Street West


Please direct any questions to Sharon Kretchmar at the address above or by calli.ng 1-877-244-7711x548114

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[ Kretchmar, Sharon J.

From:

' I Sent: L-: To:

Cc:' r, Subject: i,. '--· Attachments:

r Follow Up Flag: L Flag Status:

Hall, Geoff R. Monday, September 26, 2016 9:39 AM Girvan, Garth M.; Carroll, Nancy J.; Parker, Andrew; Kretchmar, Sharon J. Shaw, Byron FW: Economical Chertkow 2015 CA.doc

Follow up Flagged

( L We have our first committee application: see below and attached. Sharon, I assume you are the one tasked with

keeping track of the applications, so please keep this in some appropriate place so we can consider it with the other 1·1applications that roll in. Thanks.

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Geoff R. Hall Partner J Associe Litigation l Litige T: 416-601-7856 C: 416-315.£423 F: 416-868-0673 E: [email protected]

McCarthy Tetrault LLP Suite 5300 TD Bank Tower Box 48, 56 \11/ellington Street West Toronto ON M5K 1E6

LFrom: Sent: Monday, September 26, 2016 9:24 AM

l~To: Hall, Geoff R.; Shaw, Byron '-Cc: [email protected]

Subject: Economical

[3eoff, Byron:

ram an economical mutual policyholder who has-been closely following proceedings. (I attended Mondays hearing). c_congratulations on your selection - I found the outcome interesting- but predictable having attended the hearing.

r'n the context of trying to get my name out early- I have attached my CV. I have an excellent understanding of the P&C [ ndustry in Canada as well as a solution oriented mindset. There are few deals that I have failed to complete in my years at Aviva. I have balanced and fair approach to overcoming obstacles.

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Phil Mauch el is a former colleague from my days at Canadian Corporate Funding and is a managing director at Omers J

1

- •• private equity. Phil is a mutual policyholder - although he indicated to me that the policy is in his wifes name - based on my experience in dealing with Phil - he would make an excellent addition to the committee.

r- I have copied him in this email - perhaps you can advise him directly.

L My CV is attached.

r··

/~ Regards Wayne

Wayne Chertkow r· Corporate Development i Aviva Canada Inc. ·-c-! ~, ..

I , '-This communication is intended for the addressee(s) and may contain confidential information. We do not waive __ confidentiality by mistransmission. If you have received this communication in error, do not use, copy, print, or \ .disseminate any of the contents. Please destroy all electronic and paper copies and notify the sender immediately. '--

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WAYNE CHERTKOW, CA, CPA, CF

Profile

Proven track record in executive stakeholder management, governance, general finance and transaction management. Specific strengths and experience include:

• · experienced corporate executive (10 years) • quickly grasps key issues and identifies profitable o.pportunities • excellent intuition, sound judgement and excellent interpersonal skills • well grounded chartered accountant knowledgeable in legal, tax and accounting domains • successful execution of multiple acquisition opportunities including strategic assessment, valuation,

transaction negotiation and completion • easily adapts in transformational environments with frequent reporting changes • enjoys developing and mentoring direct reports

A motivated and articulate results-focused executive with excellent written and oral communication skills.

Business Experience

Aviva Canada Inc. 2006 - present Vice-President Corporate Development and Broker Investments

Corporate Strategy, Mergers and Acquisitions • Lead internal strategic review on strategic acquisition opportunities in Canada • Lead/advised on large and/or complex strategic investments in Aviva broker distribution network • Co-ordinated management of legal, accounting, tax planning, integration and regulatory acquisition issues • Lead multiple acquisition related cross functional finance projects • Lead negotiation of complex reinsurance arrangements with respect to corporate transactions Investment Fund • Responsible for oversight and investment execution of $350 million capital pool allocated to invest in the

Canadian insurance brol<;er network • Execution and/or oversight of 8o+ debt and/or equity transactions exceeding $750m value • Divestiture of non strategic operations • Oversight of investment compliance activities • Oversight of annual impairment review • Responsible for development and implementation of broker financing policy and deal reporting projects on

behalf of the Investment, Credit, and Asset and Liability Committees of Aviva Canada Inc. • Build and disseminate deal management processes, deal management tools, and standardized decision

criterion • Lead and mentor execution team • Member of A viva finance leadership team

Caprivi Corp. 2004 - present Consulting Company providing corporate finance advisory services

Chief Financial Officer, Epsilon Energy Corp. • Pre-IPO Fundraising and IPO preparation • Assisted in negotiation and execution of three Area Mutual Interest exploration agreements for prospects in

New York, Ohio, and West Virginia • Responsible for accounting, administration, and reporting infrastructure Akanani Platinum Project • Assisted South Afiican Mining Group on $! 0 million exploration financing for South Afiican property

o Subsequently acquired by strategic purchaser for $450 million

Stuart Lammert & Co. 2003 - 2004 Corporate director, treasurer, and officer with independent merger and acquisition advisory firm with international affiliations

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• Implemented "Managing for :Value" shareholder value added corporate strategy development process for a division of one of Canada's IO largest corporations

• Responsible for client origination and execution for the chemical sector • Performed transaction analysis, including comparable company and transaction analysis, financial

projections, and discounted cash flow ·analysis for corporate valuation purposes • Overall responsibility for the administrative, secretarial, and treasury functions including the establishment

of information technology systems, monthly financial reporting, incorporation, legal and tax matters.

Canadian Corporate Fnnding Limited- CCFL Advisory Services 1999-2003 Vice-President with mid-market corporate finance and investment banking advisory firm

• Directly involved in all aspects of various merger, acquisition, and financing mandates-$! Billion. Clients were both national and international in scope and ranged from large multi-nationals (e.g. DuPont Canada, Wedeco Ag.) to technology start-ups

o Co-ordinated detailed acquisition strategy initiatives and operating strategy development o Provided merger and acquisition services, including valuation analysis, structuring, negotiation,

project management and co-ordination with other advisors, legal review, and due diligence • Co-ordinated and arranged transaction financing, including senior debt, subordinated debt, and institutional

asset backed term debt and equity o Identified suitable financing sources, prepared Confidential Information Memoranda, solicited

term sheets, and reconunended appropriate financial structure • Responsible for client origination and relationship management

o Prepared client pitches and proposals; maintained client and advisory relationships

Ernst & Young . 1997-1999 Senior Staff Accountant, Assurance and Advisory Business Services

·• Audited and advised merchant banks, labour sponsored venture capital funds, publicly listed biotech venture capital funds, the banking industry association, law fiIDls, and companies in various other industries

• Performed audit and analysis of operating results and reported on audit findings; prepared consolidated . group financial statements, tax returns, and resolved tax queries

• Managed audit teams of up to 7 members • Evaluated and reported on systems of internal control and conducted Initial Public Offering (IPO) due

diligence reviews

PKF International/Fisher Hoffman Sithole, South Africa Article Clerk

1994-1997

• Managed, planned, executed, and reported on audit engagements to companies in various industries including manufacturing, distribution, retail, services, and aSSet securitization

• Lead various consulting projects including complex tax and foreigo exchange regulation driven restructuring initiatives, internal control system development, fraud investigations, and IT consulting initiatives

Community/Education/Professional Affiliations Associated Hebrew Schools of Toronto - Director (2014-) Robbins Hebrew Academy- Co-President and Treasurer (2012) The Institnte of Chartered Accountants of Ontario (CA 2006, CPA 2012) South African Institnte of Chartered Accountants (1994) Bachelor of Accountancy (1993); Bachelor of Commerce (1992)- University of Witwatersrand (South Africa) CFA- Candidate Member Former participant in the Ontario Chemical Industry Steering Conunittee

Hiking - climbed Mount Kilimanjaro Certified dive master (CMAS) Photography Technology

Interests/Hobbies

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Wayne Chertkow - Deal Sheet

Investor Target

OTP PB Independent ln\estor

GMACC TCT Logistics TCT Logistics TCT Logistics Mid. Northern Appliances Fi nova

HSBC Compugen Shareholders DuPont Canada DuPont Canada DuPont Canada

Imperial Oil OPG, Quebec Hydro

Wedeco A~va Canada

Aviva

TCT Logistics TCT Logistics TCT Logistics Daily Transport Kleysen Tri-Line Logistics Home and Rural Appliances Mid Northern Appliances

Mid Northern Appliances Compugen Packaging Business Liquibox Packaging Business Chemical Business Rugged Com Trojan Water Technologies

2006-2015 Investment Activity Summary

less $10m in\estment $10 - $25m ini..estment $25 - $50m in\estment > $5Dm im..estment

Acquisitions Oiwstiture Financing Hybrid lnwstments

Transactions lead Transactions support

Specific expertise in:

56 transactions 18 transactions 3 transactions (incl. follow-on) 3 transactions Qncl. follow·on) 80 transactions

5 transactions · 5 transactions

56 transactions 14 transactions

47 transactions 33 transactions

General strategy development Acquisition Strategy Development Valuation Negntiafion Structuring Legal Review Accounting & Reporling Tax planning - co-ordination with advisors and internal tax Regulatory Post Acquisition Valuation Govemanace

Year (est) Role

2001 Support 2001 Support 2001 Support 2001 Support 2001 Support

2001 Support

2000 Support 2000 Support 2000 Support 2002 Support 2001 Lead 2002 Support 2002 Lead 2003 Support 2002 Lead 2002 Support 2007 Co-Lead

Deal Type Mandate Value ($millions}

Financing Sell Side 15 Financing Sell Si~e 10 Financing Sell Side 100 Acquisition Buy Side 10 Acquisition Buy Side 5 Acquisition Buy Side 80 Acquisition Buy Side 20 Financing Sell Side 20 Financing Sell Side 5 Acquisition Buy Side 10 Acquisition/growth Strategy

Acquisition Buy Side 550 Post Acquisition Strategy

Acquisition/growth Strategy Financing Sell Side 10 Divastiture/Aborted Sell Side 130 .Corporate Acquisition/growth Strategy

190 350 45

165 750

110 135 285 220

445 305

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••• economical" JOIN IN OUR FUTURE



Only complete this form if you are an eligible mutual policyholder of Economical See the "Instructions forCompletingApplication for PolicyholderCommittee" for assistance in completing this form.


Contact Information

First name Timothy

Last name Clancy


Education and Relevant Employment Historv

(province) (postal code)

List relevant credentia ts and experience relating to demutualization, negotiations, business, and flna nclal affairs or Insurance: (e.g,. financial seNices industry leadership roles; multi-party, high-value negotiations; corporate restructurings)

Degree(s)/diploma(s) and dates obtained Bachelor of Business Administration (Honours) - 1979

Professional designations (e.g. CA, CFA, FCIP) CPA, CA- Chartered Professional Accountant, Chartered Accountant

Relevant employment

Employer l: Sole Practitioner- Full-Time and Part-Time 1990 to Present Dates:

1 d

1 • Corporate finance, mergers & acquisitions, corporate restructuring, negotiations, tax, financial reporting

Ro e escr pt1on:

CLANCY HEHL & ASSOCIATES LTD. 2003 to 2008 Employer 2: Dates:

1 •

1 President and Managing Partner

Roe descript on:

ECONOMICAL MUTUAL INSURANCE COMPANY 1996 to 2001 Employer 3: Dates:

1 d . . Manager - Taxation and Finance (1999 to 2001), Manager- Accounting Operations (1996 to 1999)

Roe escnpt1on:

WELLINGTON INSURANCE COMPANY 1990to 1995 Employer 4: Dates:

1 d 'ior Financial Controller (1992 to 1995). Manager-Taxation and Financial Reporting (1991to1992)

Roe escn t1on: . __ . _ . _ .. _ ... Other relevant experience (Attach additional pages if necessary) Please refer to the attached resume to gain more detailed insight Into my relevant experience.

1 This" !J Exhlblt..w L -OJ PJl6tr8(:ftlthll

&lf/dav/tof •• ~..fAf sworn before me, thts •••• Sis: ...... u.H ..... _

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· Reasons for Applvinq

State reasons for applying to the mutual policyholder committee and why you believe you can make a positive contribution. (Attach additional pages if necessary)

I believe I have the relevant experience. professional skills and abilities to make a positive contribution on the Mutual Policyholder Committee. In the various positions, roles and board memberships I have held, I have been recognized as a knowledgeable, productive and creative professional who works well with others.

Noteworthy qualities and expertise that I have include; * Extensive experience, skills and abilities in a number of areas pertinent to this process including;

- corporate finance, - mergers & acquisitions, - corporate restructuring, - high-level negotiations, and - shareholder dispute resolution

*.Proven achievements in developing creative solutions and negotiating complex transactions to favourably resolve situations where multiple parties have conflicting objectives • Demonstrated ability to work in a positive and productive manner with people including those who hold other viewpoints * Many years of financial management experience in the Property & Casualty Insurance industry •Advanced knowledge of Economical Insurance through my former positions, my contacts there and an ongoing interest •Over the years, I have worked closely and in a positive manner with legal, accounting, actuarial and other professionals


Indicate a JI relationships you have with Economical Mutual JnsuranceCompanyor its member companies.Check all that apply.

r.l I currently hold a mutual policy

!ii lamorwasanemployee, officer,ordirec:torof Economical

O I have a business relationship with Economical (e.g .. insurance broker)

D I have some other director indirect relationship with Economical (e.g., spouse or relative is employed by or hos a relationship}

Last position Manager- Tax and Finance 2001 held: Date left:

Nature of

relationship -------~-------------

Nature of

relationship---------------------

2

81

• • • economical" JOIN IN OUR FUTURE

i- Only complete this form if you are an eligible mutual policyholder ·L

1· 'L 3. OTHER RELEVANT RELATIONSHIPS


l_/ lndicateall relationships you havewith other insurancecompanies {excludingholdinga policy). Checkall that apply.

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Iii I am or was an employef4 officer.or director of another insurancecompany

Insurance W811ington Insurance Company company ~~~~~~~~~~~~~~~~~~~~~~

0 I have a business relationship with another insurancecompany (e.g.~ insurance broker)

D I have some other director indirect relationship with a nether insurance company {e.g., spouse or relative is employed by or has a relationship)

O None

Last position Financial Controller held:---------


name of insurance

1995 Date left:

company:~~~~~~~~~~~~~~~~~~~~~~


name of insurance

company=-~~~~~~~~~~~~~~~~~~~~~

Other Actual or Potential Interests thatCanf!ictwith Economical

lndicateany other relationships that may create an actual or potential conflictwith Economical. Check all that apply.

O I have a relationship with a person or entity that may consider or has conside~ed purchasing the shares ora majority of the assets of Economit;al or its successors or assigns

O I have a relationship with a person or entity that is acting against or has an interest that is adverseto Economical


Nature of

relationship:----------------------

Nature of

relationship:----------------------

Nature of actual or

potential conflict: ----------------------

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Other Actual or Potential Interests that Conflict with OtherE/iqibfe Mutual Poficvhofders

Do you have any other relationships that may create an actual or potential conflict with the other eligible mutual policyholders as a group?


I!!! No

4. OTHER COMMENTS

Is there anything else you believe would be relevant to your application for the mutual policyholder committee? (Attach additional pages if necessaty)

A large number of eligible mutual policyholders have recognized my skills and experience along with my problem solving abilities and have strongly encouraged me to apply to be a member of this committee.

5. SIGNATURE

By submitting this Application Form, I certify that the information I have provided here is true and complete. I also agree to advise McCarthy Tetra ult LLP~ counsel to the eligible mutual policyholders,ofanysignificantchanges to this information as soon as possible.

I consent and acknowledge that (1) my name will be posted on Economical's demutualization website;(2} I may be contacted by lega I counsel to the eligiblemutual policyholders;{3)this form or its contents may be shared with McCarthy Tetrault UP, Economical, and filed with the court {becoming public}; and (4) if Economical determines such information is relevant to the appointment of policyholder committees or the demutualization process, personal information about me in Economical's records maybe shared with McCarthy Tetrault LLP and filed with the court (becoming public). Such personal information may include policy details, claims history, or any additional connections with Economical (e.g., employment history).

Applicant's Signature: · _ _;/.:...._..-cr--_,.<" ___ ~=--==:::::::=::::::s;s;;;::: 21-10-2016

Date: --------------(Day, Month, Year)

The APPLICATION DEADLINE is October24, 2016.Applications received after the deadlinewill not be considered.

Submit your completed and signed application by email or mail to:

Sharon Kretchmar McCarthy Tetrault LLP Ema i I: [email protected] Mail:Suite 5300,66 Wellington Street West


Pleasedirectany questions to Sharon Kretchmar at the address above or by calling1-877-244-7711,x548114.

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TIMOTHY MICHAEL CLANCY CPA, CA

Phone: E-mail:

PROFILE:

A Chartered Professional Accountant, Chartered Accountant (CPA, CA) with extensive expertise and a successful track record in corporate finance, mergers and acquisitions, taxation, financial reporting, business analysis and leadership roles.

IDGHLIGHTS OF QUALIFICATIONS:

Expertise in Mergers and Acquisition * Extensive expertise in the mergers and acquisitions process including valuations, deal

structure, strategy development, prospect searches, negotiations, financing options and tax considerations. Proven ability to develop creative solutions and to work with all parties to move the acquisition discussions toward a positive resolution.

Advanced Taxation Experience * Advanced skills in taxation as demonstrated by the management of the tax affairs of

multiple large national financial institutions. Tax knowledge noted by the industry through serving as the Vice-Chair of the Insurance Bureau of Canada's Tax Panel.

Proven Achievements * Proven achievements in the areas of mergers and acquisitions, taxation, financial

reporting and management in various positions including the financial services industry and as a sole practitioner.

Strong Leadership Abilities * Strong leadership abilities have Jed to success ill various management roles.

Seif-Motivated Team Player * Successful track record of working both independently and in teams to achieve the

goals of the organization. A respected team leader and knowledgeable resource.

Analytical, Organized and Thorough * Advanced analytical skills along with attention to details. Results oriented with a

well-developed. ability to digest and interpret financial information.

Well-Developed Communication and Interpersonal Skills * Ability to easily communicate with individuals at every level of an organization.

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Timothy M. Clancv, CPA, CA Pagel.

PROFESSIONAL EXPERIENCE:

TIMOTHY M. CLANCY, CPA, CA, Kitchener-Waterloo, ON (1990 to Present)

Sole Practitioner- Full-Time and Part-Time • Professional skills and expertise practiced on both a full and part-time basis

during my career as· a Chartered Professional Accountant, Chartered Accountant. • Specialist in personal and corporate taxation - return preparation and tax strategy. • Well-developed expertise in corporate financial reporting and analysis. • Mergers and acquisitions - valuations, negotiations, deal structure, financing, etc.

(see other areas for a more extensive outline of my experience and expertise). • Corporate finance expertise including strategy ·development, guidance and support

in corporate restructuring, shareholder dispute resolution and litigation. • Financial consulting services to corporate clients including cash flow forecasting,

cost containment and sourcing of business financing. • Manage audit activities by external parties including auditors and tax authorities. • Experience in forensic accounting and investigation.

ALL-TERRAIN DRILLING LIMITED, Kitchener-Waterloo, ON (2008 to 2014)

President and CEO • Active management of this business which was one company in a small portfolio

of private equity investments. • Geotechnical and environmental drilling services throughout Ontario. • Specialized in deep drilling, core recovery and technically challenging situations. • Worked closely with engineers, geophysicists, geologists and other professionals. • One of the largest firms of its kind in Ontario. • Led the management team for a business with up to 15 individuals. • Focused on business strategy, finance, contract bidding and corporate leadership.

CLANCY HEHL & ASSOCIATES LTD .. Kitchener-Waterloo, ON (2003 to 2008)

President and Managing Partner • Mergers and acquisition specialists in the small to medium sized business

segment defined as businesses with an enterprise value between $1 to $25 million. • Identified that these potential clients were underserviced in the market. • Preparation of business valuations to quantify expectations and opportunities. • Facilitated the search for vendors, acquirers and financing partners. • Led the negotiations between parties including their professional advisors. • Provided transaction options for consideration and developed the deal structure. • Prepared financial and tax analysis of the proposal for discussions with the client. • Provide decision support and consultations to our clients. • Worked closely with the client's legal advisors to structure the transaction. • Private equity opportunities arose during these consulting activities.

TIMOTHY M. CLANCY, CPA. CA, Waterloo, ON (2001to2003) • See the above for the types of professional services provided during this period.

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Timothy M. Clancy, CPA. CA Page3.

ECONOMICAL MUTUAL INSURANCE COMP ANY, Waterloo, ON (1996 to 2001)

At the time, Economical Mutual Insurance Company and its subsidiaries included six federiilly licensed insurance companies and holdings in 16 insurance brokerages. The Economical Insurance Group was the 5th largest non-government property and casualty insurance company in Canada at that point with over $1.3 billion in gross revenues.

Manager- Taxation and Finance, 1999-2001 • Tax management including tax compliance, development of tax strategies, cash

tax management, current and future tax accounting and tax audit management. • Supported and liaised with the Investments Department regarding tax implications

of various investment opportunities. • Member of Acquisition Committee made up of the President and senior

management who reviewed and approved potential acquisitions. • Provided financial examination, valuation analysis and targeted purchase price

determination. for the evaluation of acquisition candidates. • Directly involved in the deal negotiations and structure as well as the acquisition

due diligence process.

ACCOMPLISHMENTS • Completed two insurance company and three brokerage amalgamations involving

12 companies, one resulting in tax recoveries on $36 million of taxable income. • Supported the acquisition of 5 insurance companies with revenues that ranged up

to $200 million and 26 insurance brokerages totaling $160 million in premium revenue.

• A couple of these insurance company acquisitions involved dealing with parent . companies that were very large American and European financial institutions.

• As Vice-Chair of the Insurance Bureau of Canada's Tax Panel, successfully lobbied the Canada Revenue Agency to change their assessment policy regarding deemed dividends received by financial institutions. The amendment resulted in an immediate tax benefit of $1.25 million for the Economical Insurance Group (EIG) and significant ongoing benefits to the financial services industry.

• Prepared the tax and financial analysis for the lease/build decision.on a new $10 million office building for the EIG Group.

Manager -Accounting Operations, 1996-1999 • Internal and external financial reporting and tax management for the EIG Group. • ·Managed the Reporting Group that maintained the General Ledgers for the group. • Prepared monthly financial results for presentation to the Executive and Board. • Managed the Accounts Payable and Corporate Fleet Management functions. • Direct participation in the annual external audit process for the EIG Group. • Effectively interacted with external advisors including audit, actuarial and legal. • Statutory reports for Office of the Superintendent of Financial Institutions (OSFI). • Co-ordinated and managed the annual audit of Economical Group of insurance

companies by the Office of the Superintendent of Financial Institutions (OSFI). • Extensive involvement in the annual budget process for the EIG Group.

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Timothy M. Clancy, CPA, CA Page 4.

ACCOMPLISHMENTS • Restructured and coached the ReportinK Group to better provide value added

financial analysis of company information. • Key stakeholder on the Project Management Team that developed the business

requirements, system selection and implementation partner for a new General Ledger, Accounts Payable and Human Resources system.

• As Vice-Chair of the Insurance Bureau of Canada's Tax Panel, researched and prepared a positional paper on the tax and financial impact of the Mark-to-Market tax regulations for the Insurance Bureau of Canada's Tax Panel.

• This paper was presented to trade groups from other branches of the financial . services industry including the life insurance industry and banking industry.

• After gaining the support of these other organizations, I presented the paper to the Director of Business Taxation Policy at the Department of Finance for Canada

• Successfully amalgamated and integrated one of Economical's insurance companies with another mutual insurance company.

• Managed the department support of the reactivation of two insurance companies.

WELLINGTON INSURANCE COMP ANY. London, ON (1990 to 1995)

Wellington Insurance was the property and casualty insurance. branch of the publicly traded London Insurance Group and was the sister company of London Life Insurance. The Wellington Group was comprised of 11 companies that included both insurance and non-financial firms with total group revenues of over $225 million. Wellington was sold to ING Insurance (Intact) in 1995 and I was asked to stay on during the transition.

Financial Controller, 1992 -1995 • Led a Finance Department team comprised of 12 individuals. • Responsible for the internal and external financial reporting and analysis for the

11 companies in the Wellington Insurance Group. • Tax management .for the group including tax compliance, development of tax

f;trategie!<:, cash ta:x managementj tax accollnting and tax audit man.agement. • Managed the Financial Reporting and Accounts Receivable teams. • Also led the Facility Management and Corporate Fleet Administration functions. • Co-ordinated the anoual budgeting process for the Wellington Group. • Direct participation in the annual external audit process for the Wellington Group. • Prepared quarterly and anoual statutory reports for the Office of the

Superintendent of Financial Institutions (OsFn. • Co-ordinated and managed the annual audit of Wellington Group insurance

companies by the Office of the Superintendent of Financial Institutions (OSFn.

Manager - Taxation and Financial Reporting. 1991 -1992

Insurance Operations Analvst.1990-1991

KPMG Canada. Waterloo, ON

Senior Accountant

(1987 to 1990)

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Timothy M. Clancy, CPA, CA

OTHER RELA VENT ACTIVITIES:

Guelph Wellington Small Business Centre Member of the Grant Review Committee

Waterloo Region Small Business Centre Board of Advisors and Chair of the Finance Committee

The Optimist Club of Mannheim Board Member and Treasurer

Insurance Bureau of Canada Vice-Chair- Income Taxation - me Tax Panel Member-me Tax Panel

Canadian Insurance Accountants Association

Page 5.

(2015 to Present)

(2001 to 2012)

. (2009 to 2013)

(1999 to 2001) (1996 to 1999)

Member - Organizing Committee - CIAA Advanced Program (2000)

Beechwood South Homes Association President Treasurer

The C4 Students Association of Ontario Board Member and Treasurer

The Waterloo Wellington C4 Students Association President

EDUCATION:

CPA Canada - Chartered Professional Accountant CICA- Various Courses on Business Valuations CICA- Corporate Reorganizations Tax Course CICA- In-depth Tax Course

(2002 to 2005) (1999 to 2001)

(1988 to 1989)

(1986 to 1987)

(2012) (2003 to 2005)

Canadian Insurance Accountants Association - CIAA Advanced Program Canadian Insurance Accountants Association - CIAA General Program CICA- Chartered Accountant

(2001) (2000) (1998) (1992) (1989)

Wilfrid Laurier University Bachelor of Business Administration (Honours) (1975 to 1979)

REFERENCES

To be provided upon request.

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Ill • " economical JOIN IN OUR FUTURE


Only complete this form if you are an eligible mutual policyholder of Economical See the "Instructions for Completing Application for Policyholder Committee" for assistance in .c-0nipletingthis form.


Contactlnformation

First name Jan

Last.name Cockburn

Your login JD (see Jetter selJt to you with the demutuaHZation notice} unavailable

Mailing address (stieet} {dty or town} {province} (postal code}

-~ 11!1!!!!!!!!!1!!11-~~-_::_~__:_ _ _J Phone (preferred} - Email

Education and Relevant EmplovmentHistory

List relevant credentials· and experience rel_.ating to demutual,ization, negotiations, business; and financial affairs or insurance: (e.g1. finandal services industry· leadership .roles; multi-party1 hlgh-vO/ue negotiations; co.rporate restructurings}

Degree(s)/diploma(s) and dates obta!Oed 8;Sc. in Acluarial Science from Univarlllly of Taronlo In 1988 Professional designations (e,g. CA, CFA, FOP}

CAIB Relevant employmeht

tmployer 1: Clfl!ldlll Assurance

. . policy administration Role descnption:

E I 2 Cockbum & Sons Insurance 8rolcenl Inc.

mp oyer :

Principal & DJ Roi e description:

Employer 3:

Roi e desc_ri pti on:

Employer 4:

Roi e description: Other relevant expe·r~ence (Attach additional pages if necessary)

1

Dates: 1987-1989

Dates: 1989-pmsant

Dates:

Dates:

This" is Exhibit. f - I 0 smdav/t of" • ./.)JQdl

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ec011omitar JOJN IN OUR FUTURE


r · Reasons for.Applvinq ~·

state reaso11Hor a-pp/yingro the mutual polltyh0Jder1coininitteeand Why you belleveyou ran make-a posi1ivec'ontribution. (Attqch 1: .. ·additiond/pages if netessary]

I am interested in helping to bring to fruition a process thatis;.clear, transpar1;>nt, fair al)d reasqnable while at !be same

1. tinie gobd for the overall health and perpetuation of the company in a competitive enviroDment

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rl~~~~~~~~ I . 2. RELATIONSHIPS WITH ECONOMICAL .!--'

.Indicate all felationships you have with Economkal Mutual h>surance:Compa·ny or its memtier companies •. Clie~ aO that apply. r': .

.I ' 1- ii lcu<rentlyholdamutual polh:y

i [___ 0 tamorwasan employee, off.icer,ordii"~torof

Economical /

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I have so.me other director indirect r.elationship with Economical (e.g., spouse orre/ative is employed by or

has a relationship)

lastpdsitiorl

held: ----------- Date left

Nature of Bioker refationshlp ---------------------

Nature of Broker relationship -~-------------------

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••• ~COllOI!lical JOIN IN OUR FUTURE

Only complete this fo~m if you ate an eligible mutual polii::yholder

3. OTI-IER RELEVANT RELATIONSHIPS

9 1

l .. · Your Refatianships with Other Insurance Companies

Indicate ail relationships you have with other insurancecompani~ (excluding holding_ a polii:y). Check allttiat apply.

I u 0 I am or was art employee, offi~er, or di'rector of fnsHrc~nce /

Broker - W?wa~sa& Aviva another i nsUratlC:-etompany company

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r- • 1 ·have a busi.ness relationsh!P i.Yith another Nature of L- insurance company relatiOnship·and

.(e.g., insuronc!! broker~ name of jnsurar'lce Broker - Wawanesa & Aviva

I_ company:

0 fha.vesome.o.ther director ihdirect Nature of ,. rela.tiqnship wl:th another i asijr:ani:e relationi;hip and

1. company .(e.g., spouse.or'relati.Ve is nam~ ofins~ranC:e Broker-Wa~viva ' employ¢ by or hos a rf!ianonship) ·rompany;

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t 1:Jther Actual or Potential Interests that Confiict with Ecanomital

~rrrHtatf'.!lrrj. Qther r~ltttionships fuatmay create an.actual or potential tonfii.r:twith Economi-car: Check all that apply ..

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I ha.ve ~ rel.c;itionship witfl a person or ~entity that"toi:;IY.. <:On.$-iQer Dr ha$ Considered purch~s.ingtheshares or a maJprity oftbe· assets of Economical -or its s ucces.~ors or assigns

I have a rel ati"onshlp With a· person or entity tliatis·acting:again-?tor has an interest that is adverseto Economical

L. O I !µive another actual qr pptential interest that tbnfticts with ECohotni"ccif

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Nature of ~ relafio1JShip.: --------------,,;...::/-·------~

Nature of /

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relationship: -------.-"---"---------------/

,,...,../' Natt.Ire of actual or

pote!'ltial conflict: _.,,,:;:__ ________________ --'--

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economical JOIN Hil OUR FUTURE

Only complete this form if you are an eligible· muiual policyholder

r · ·. Other Actual or Potentiallnterests fhatConf/idwith Other: Eligible Mutilal Policvhaklers I ~ .• Do·you have MV o.thet rel ati onships·thatmay create an actual or potentfal confl ictwith the other Eli gi bl e

mutual po.ii qhol cier,s as a grougP.

[ O Yes (please explain - attqch a.dditiof1Qfpa9es ifnecess(Jry}

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4. OTHER COMMENTS

r- .Is there anything·eise you believe would be relevant to your application for the mutual policyholder committee? (Attach additional L' page< if nec:essqry)

~~~~~~~~~~~~· L. 5. SIGNATURE

r>y.submitting this· Application form, r certify that the information I have provided her" is true and complete. I.also agreeto advise J_.1;kCarthvTetrault w>, c-0unsel to the eligfbf emutual pollcyh·olders, of any si&ruficantchanges to this Information as soon.as possible.

• com;.ent and apcnowledget1.ia~ (lJ. my (l'ame wlfl bepos;ed <l.n. ~conomic.af's <ier(l(J!l.!ali;iati<in websit@; (2) f may bi> contpcteci bv leJla) [ ounsel tO tM eligiblemutual poli~yholders; (3) this farm or its·q,nteilts may be shared with Mccarthy Tetrault llP, Ec<mol'ni~aL and 1 .. leq wit:!i tile court {iiecorru.ng P\lblit!; and {4f if Econpmica.1 deti;rmin~ SJJ.ch informa!ion is re!ev•Iit w· the appointment of ·policyholder committees or the demutuaiization process, personal information about me.in Economicaf's records may be shared with

r[ -.~cCartby Tetrault~ and filed ':"ith tb.e court (b"."oming publi.·c). Such ~ersonal information may include.policy detalrs, claims ,;story, or any additional connections with Economical {e.g.,employmenth1story).

The APP!.ICATIQN l'IEADLINE is Ocl;o~r 24, 2016. Applications receiwed after the deadline will not be considered.

L.bmityour completed and signed.application by email or mail to:

Sharon Kretdimar McCarthy Tetrault LLP Email: [email protected] Mail: Suite 5300, ~6 WeUington Street West

P.O. Box 48, TD Bank Tower Toronto, ON Msx lE6

(~asedirectany questi°ons to Sharon Kretchmar at the address above or byca!Hng 1·877-244-7711x548114

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economical' JOIN IN OUR FUTURE



Only complete this form if you are an eligible mutual policyholder of Economical

93

See the "Instructions for Completing Application for Policyholder Committee" for assistance in completing this form.


Contact Information

First name /) .,,, rA-r1c . .1cK-last name

(province) (postal code) - -Education and Relevant Employment History

List relevant credentials and experience relating to demutualization, negotiations, business, and financial affairs or insurance: (e.g,. financial services industry leadership roles; multi-party, high-value negotiations; corporate restructurings)

Degree(s)/ diploma(s) and dates obtained f!o,.. 84 /1o,_;7,C4,__ St!1€N'c.e <Ju.Jo -111?


Relevant employment

Employer l:_i..E'){/S r(ijJ,5 __ .cAt/L10/1 _____ __ -------------·-- Dates:_a'.~..£90 8' ::___~!f//r_ __ ~f.2.__

Roi e description: __ <:_EO ________ _________ ----·-----------------·--- -----·-----·-- ·---·-----------------

Employer 2:.7P../fsm12.. _______ , _______________________ Dates:_~g,___/'/f'l- .&e_Pl_ Z.Oo~---

Roledescription: /1Zef5;!>e!:/L~ ?/ry Ht;f)1ft_~ __ _::__g,.// 'Y'.'..!§l~fi~~,S__ ___________________ _

......, 1/,4, • S4. ; '!'!& Employer 3:. t'/1€ _'fl.I 1 Lrrzd,_ __ ~fr A-IQ~----------- Dates: _ _P.fil'I _j?s~r._4; ___ - __ ~.!/:~~!?D.f. ____ __

Roledescription:.J!i!.6(.,1~~ Employer 4: __ _5-Qvrt.fll_~ __ ,./ewYl:Jl'g_ _ _ff!.o.!)f' ______ ___ Dates:_ :JV.~7 __ !_'11;!__-:-_.:!!!_~ _(_'l'l-b __

Role description: ___ "l(f' f::",'l)l'flN_~ _ Other relevant experience (Attach additional pages if necessary)

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1 ................................... ACOMMISSIONER FORTM<l"'3 AFFIDAV1TS

[ economical. I JOIN IN OUR FUTURE

[ Only complete this form if you are an eligible mutuai policyholder.

Reasons tor Applying

[.State reasons for applying to. the mutual policyholder commitre" and why you believe you can make a positive contribution. (Att11ch a(/ditional pages if necessaryJ

)' !i1("1 currently hold a mutual policy ~

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I am or was an employee, officer, Or directoTof

Economical

I have a business relationship with Economical (i!.g .• insurance broker)

l have some olher director indirect relationship wilh Economical {e.g., spouse or relative is employed by or

has a relationship)

. last posiiion


Nature of

relationship-------------------

Nature of

relationship --------'-----'----------

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[ eco~omkar j JOIN !N OUR FUTURE

. r· Only complete this form if yoµ are an eligible mutual policyholder

[ 3. OTHER RELEVANT RELATIONSHIPS

Your Relationships with Other Insurance Companiek

[Indicate all relationships you have with other insurance companies [excluding holding a policy), Check.all that apply.

[O I am or was an employee, officer,or director of

another insurancecompany

Insurance

company ---------------------

[

[ 0 I have a business relationship with another

-insurancecompany (e.g, insurance broker)

1· LO I have some other director indirect

relationship with another insurance company {e.g., spouse e>r relative is employed by or has a relationship) L

Lcfl' None

last position



name of insurance. ~ompany: ____________________ ~


na·me ofi nsurance company: ____________________ ~

/lther Actual or Potential Interests that Conflict with Economical

'Indicate any other relationships that may·createan a·ctual or potential conflict with Economical. Check all that apply.

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I have a rel.ationship with a person or entity that may consider or has considered purr:hasingtheshares or a majority of the assets of Economical or its successors or assigns

I have a re1ationsbjpwitha person or entity thatis actingagainstor has an interest that is advcirseto Economical

I have another actualorpotentfal interest that conflicts with Economical

Nature· of relationship:


Nature of actual or

~-~~------~-~---~

----------~-----~

potential conflict----------------------

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! Only complete this form if you are an eligible mutual policyholder

·· L 'Jther Actual or Potential Interests that Conflict with Other Eligible Mutual Policyholders

r·ooyou have any other relationships ihatmaycreatean actual or potential conflict with the other eligible Lmutua·I policyh_oldersasagroup?

D Yes (pf ease explain - attadi additional pages if necessary)

-li2l"'No

[i. OTHER COMMENTS

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Is there anything else you believe would be·rele11antto you( application for the mufllal poli_cyholder committee? {J\ltoch additional \>ages if neqessary) !

[i. SIGNATURE

By submitting 1his Application Form, I certify that the information I nave provided here is trueand.compfete. I also agree to advise ·r·:carthyTetrault UP, .col!nseltO the eligible mutual policyholders,ofanysignificantchangestothis information as soon as possible.

L I consent and acknowledge that (lJ my riame will be posted on Economical's demutualization websi_te; (2) I may be contacted by legal ~~unseJ to the eligible mutual polkyholders; (3) this form or itS content< may be shared with McCarthy Tetrault UP, Economical, and ·1 "1 with the court (becomi.ng public); and (4) if Economical determines such information is relevant to the appointment of boncyholder committees or the demutuaiization process, personal infotmation about me. in Ec·onomical"s records may be shared"with ~earthy Tetrault UP and fi!ed witfl ~e ~ourt (becoming pubHc). Suth petsonal information may include policy details,, claims tltory, or any additional connections with Economical (e.g., employment history).

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__ Date: 0$" / 10 / w 1 C:.. I , • . L (Day, Month, Year}


sC.mityour completed and signed application by email or mail to:

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Sharon Kretchmar McCarthy Tetrault LLP . Email: [email protected] Mail: Suite 5300, 66 Wellington Street West

P.O. BoJt48, TD Bani< Tower Toronto, ON MSK 1E6

,-~,se direct any questions to Sharon Kretchmar at the address above or by calling 1-877-244-7711x548114

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PATRICKJ. COLLINS

Residence: Cell:

CAREER PROFILE

Email:

• An Executive Leader with wide ranging experience across several technology and media organizations and the teleco=mrications, transportation, and manufacturing sectors.

• Extensive expertise in financial management, strategic planning, manufacturing operations, marketing, information technology, co=unications, staff development, project management, quality systems and change management.

• A strategic thinker with a consistent record of innovation and resourcefulness to provide original solutions to complex problems and turnaround situations.

• Demonstrated commitment as a results oriented executive able to make difficult decisions while enjoying the confidence and support of staff to achieve ever-higher levels of success.

• A team~builder who has directed winning organizations and inspired outstanding performance.

• A sustained record of providing strong community leadership and volunteerism in a wide range of organizations, often operating under very difficult circumstances:

CAREER EXPERIENCE lnfoware Canada Inc. and Infoware Development Inc. CEO and Owner January 2013 to August 2015

Infoware Canada was established in 1981 and provides technology support and services for small to mid-sized professional firms in Toronto. Infoware Development. is a leading supplier of software io organizaiions thai have speciaiized document generation needs. Ciients include Norton Rose, Miller Thomson, Osiers and• Metrolinx. Total employees 20 and revenues $2.5 million.

• Acquired the businesses and implemented improved processes for product development, fulfilhnent, customer service, software security and all of the businesses activities to instill a more professional environment.

• Rebuilt the leadership of the business and created a clear direction and strategy to achieve sustainable and strong growth.

• Rationalized the product offerings to focus on areas of compet:ttive advantage and r implemented a focus on recurring revenue stream to build future value.

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• Delivered strong revenue growth while continuing to invest in product development and attracted a significant amount of new business.

• Received an unsolicited offer for both businesses and sold the businesses to private equity investors, delivering a significant return on investment.

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PATRICK J. COLLINS

LexisNexis Canada Inc. Chief Executive Officer

PAGE:f

April 2008 to August 2012

LexisNexis is the Canadian business unit of a leading global online and print publisher and provider of content-enabled workflow solutions to professionals in law firms, corporations, government, law enforcement, tax, accounting, academic institutions and risk and compliance assessment. Annual revenues of$72 million and 300 employees across Canada.

• Developed and implemented a comprehensive strategic, operational and organizational plan which delivered sustainable and above market growth and margins in challenging market conditions.

• Reorganized and rebuilt the leadership of the business which delivered a more cost-effective and more productive organization with clearer accountabilities and responsibilities.

• Focused the organization on areas of competitive advantage and delivered the best customer satisfaction results across of any LexisN exis business unit.

• Delivered strong year over year financial performance in every year except 2009 and had the best improvement in margins in all years due to a strong focus on process improvement and sales and marketing effectiveness.

TORSTAR CORPORATION

President, CityMedia Group, Publisher, The Hamilton Spectator

1999-2006

2006

Responsible for the operations of The Hamilton Spectator, The Record of Kitchener/Waterloo, 11ie Guelph Mercury and 12 weekly newspapers and 3 magazines in Hamilton, Kitchener, Cambridge, Waterloo and Guelph. Total weekly circulation of City1l1edia's publicatiOllS exceeded 1.5 million.

• Developed a three-year strategy to grow circulation and improve profitability by 5% CAGR.

• Initiated and led a major re-organization to deliver a more integrated approach to meeting the needs of the markets and improve operations.

• Merged weekly and daily newspaper's management to gain cost synergies and revenue growth.

-Executive Vice-President, Newspapers Senior Vice-President, Newspaper Operations CFO & Senior Vice-President, Newspaper Operations

2004-2006 2003-2004 2001-2003

Jn these roles, reporting to the CEO, provided leadership and support in the areas of financial management, infonnation technology, project management and strategy for the $1 billion newspaper operations of Torstar Corporation. Divisional responsibilities included Transit Television Network, Torstar Digital, Torstar Syndication Services, TMG Television and the Corporate Jrifonnation Technology operations of Torstar 's daily newspaper group.

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PATRICKJ. COLLINS PAGE3

• Led the development of Torstar's overall strategy for newspapers and Internet operations beyond the individual newspaper businesses.

• Upgraded the executive team to support higher performance standards through promotion from within, key new hires and a commitment to coaching and mentoring.

• Developed and presented a comprehensive Newspaper Acquisition Strategy for the Bo.ard of Directors.

• Led a manufacturing asset utilization study that delivered a substantial increase in press utilization and $3 million in contribution, while also avoiding significant capital expenditures.

• Led the acquisition team in completing the purchase of Fairway/Brabant, Hamilton Web and Orangeville from Osprey Media Group. This acquisition delivered a 50% increase in contribution within 12 months.

• Provided guidance and assistance to the CIO that resulted in a significant number of cost management, efficiency and revenue enhancement initiatives. Total operating costs for the technology group decreased by $2.3 million (more than a 12% decrease) over the past five years despite significant additions to the technology base.

The Hamilton Spectator and Torstar Daily Newspaper Group Publisher & Senior Vice-President 1996-2001

Responsible for the four regional dailies (The Hamilton Spectator, The Record of Kitchener/Waterloo/Cambridge, The Guelph Mercury and The Cambridge Reporter) with primary responsibility for the day-to-day operations of The Hamilton Spectator. The Spectator was in a distressed condition in 1996 having experienced several years of dramatic declines in revenues, circulation and employee morale.

• Developed and implemented a·comprehensive strategic and operating plan which resulted in record financial performance in 1997, 1999 and 2000. Profitability increased by 110% between 1996 and 2001.

• Upgraded the executive team to support higher performance standards.

• Dramatically improved the editorial quality of the newspaper, which contributed to a significant turnaround in circulation results. Achieved circulation growth in 1998, 1999 and 2000 - the first time consecutive years of circulation growth had been. achieved since 1981. The investment in editorial quality and leadership reestablished the editorial reputation of the newspaper in the co=unity.

• Introduced continuous improvements in product and service quality including the first ISO 9002 registration of any newspaper in North America. Daily quality reviews attended by the publisher and the senior management team reinforced the importance of quality across the organization.

• Led the organization through two ownership changes while maintaining solid performance.

• Played a leadership role in rebuilding a strong relationship with the co=unity.

• Developed and implemented a regional integration plan that improved the financial performance of the group of daily newspapers.

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PATRICKJ. COLLINS

SOUTHAM NEWSPAPER GROUP, Don Mills Vice President of Finance

THE LONDON FREE PRESS, London Director of Operations and Systems

TELECOMMUNICATIONS TERMINAL SYSTEMS Vice President, Finance & Administration & CFO

CANADIAN PACIFIC LIMITED, Toronto Operational Audit Specialist, Corporate Finance

GENERAL ELECTRIC CANADA, Toronto Various Assignments Including Audit Staff, Corporate Finance

Not for Profit Experience:

Heart and Stroke Foundation of Ontario

PAGE4

1993-1995

1991-1993

1987-1991

1985-1987

1980-1985

I Vice President, Community and Donor Development November 2006 to March 2008 l ~

Responsibilities included field operations, major gifts and corporate sector fundraising 1- development. Tiris division of HSFO raised more than $50 million annually with 160 l_ employees in 30 offices.. Provided leadership and a renewed sense of purpose for this area

of the foundation. Rebuilt the team and provided a clear direction for ongoing growth. ·r EDUCATION

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• ICD Directors Education Program, University of Toronto

• General Electric Financial Management Program

• Honours, Bachelor of Commerce, The University of\Vindsor

• Honours, Bachelor of Arts, Political Science, The University of Western Ontario

2012

1982

1980

1978

MEMBERSHIPS AND BOARDS IN THE PAST TEN YEARS

Current Memberships and Boards • Art Gallery of Hamilton, Board of Governors

• Hamilton Golf and Country Club

Previous Memberships and Boards • X20 Media, Montreal, Quebec

• Metro Toronto Publishing, Director

• Black Press, Director

• Art Gallery of Hamilton, Chair 1997-2002

• YMCA of Hamilton/Burlington, Director. Vice Chair

• Hamilton and District Chamber of Commerce, Director

2005 - Present

1996 - Present

2012-2014

2004-2006

2004-2006

1996-2005

1997-2001

1997-2000

100

TAB 12

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APPLICATION TO SERVE ON THE MUTUAL POLICYHOLDER COMMITIEE FOR DEMUTUALIZA TION

Only complete this form if you are an eligible mutual policyholder of Economical See the "Instructions for CompletingApplication for Policyholder Committee" for assistance in completing this form.


Contact Information

First name Ben

Last name Cornell


(city ortown)

Education and Relevant Emoloyment History

{province) {postal code}

Ustrelevant credentials and experience relatingto demutualization, negotiations, business,andfinanc·ial affairs or insurance: (e.g,. financial services. industry leadership roles; multi-party, high-value negotiations; corporate restructurings)

Degree(s)/diploma(s) and dates obtained Honours Bachelor of Arts in Economics with Accounting Option University of Waterloo

Professional designations (e.g. CA, CFA, FCJP} CPA, CA (obtained at Ernst & Young) CHRL (Certified Human Resources Leader)

Relevant employment

Employer 1: Ward & Uptigrove HR ~onsulting 1999 to current Dates: ____________ _

1 0 1

I . . Team Lead of HR consulting practice (seven staff)

Ro edescnpt1on: ----------·---------------------

JD Sweid Foods (Waterloo) (Formerly Elmira Poultry) Employer 2: . -----

1994 to 1999 Oates: ___ , ___ _

Role description: Title Controller_ R~le CFO_· ____ ..

Maxwell MacMillan Book Publishing 1983 to 1994 Employer3: --------------Dates: __________ ,

I d . . Vice President Finance

Roe escnpt1on: ______ . _________ . _______ _

Square D Employer 4: __ _

. Financial Analyst Role description: ____ _ Other relevant experience (Attach additional pages if necessary}

On Board of Listowel Big Brothers Big Sisters 2003 to 2015.

1980 to 1983 Oates: ___________ _

Relevant recent services provided through Ward & Uptigrove HR Consulting (:-( d, • Pay structures & administration • Market checks• Pay Equity compliance• Coaching• Recruitment• Termination • Employment law • Union bargaining· Organization reviews• Conflict resol~ · · · · f817!l91ll:.to 11 • Behavioral trait assessments -emdav/t of.. _

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Reasons for Applvinq

Ill ••



·state reasons for applying to the mutual policyholder committee and why you believe you can make a positive contribution. (Attach additional pages if necessary)

Since Economical started demutualization, I have been fascinated by the process. Participating on the mutual policyholder committee would be an challenging and interesting experience.

I believe I would bring a unique and useful perspective to the committee.

, Management Style

L' I am a confident leader that emphasizes responsiveness and long term relationship development I believe collaboration is the way to solve problems, make decisions and meet challenges. I am a well organized, systematic and analytical person. I have strong ethical principles. I am an effective communicator.

("

I Qualifications L My CPA designation will help me understand the tax, insurance and business aspects of these demutualization

negotiations. My CHRL designation will help me with the human side to the negotiations. · ' ," L Work Experience

My. recent work experience including union negotiations, conflict resolution, team building training and behavioral trait

1 __ assessments will allow me to fairiy and adequately represent'the interest of the mutual policyholders.

I L__,

~-l_ 2. RELATIONSHIPS WITH ECONOMICAL

fndicateall relationshipsyouhavewith Economical Mutual lnsuranceCompanyor its member companies.Check all that apply.

r

l~ ii I currently hold a mutual policy

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I am or Was an emp/oyee1 officer I or director of

Economical

J have a business relationship with

Economical (e.g_ insurance broker)

I have some other director indirect relationship with Economical ( e.g_., spouse orrelative is employed by or has a relationship)

last position held: Date left:

~~~~~~~~~~

Nature of

relationship--------------------

Nature of

relationship --------------------

2

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••• economical' JOIN IN OUR FUTURE




lndicatealf refationshipsyou have with other insurancecompanies {excluding holding a policy). Check all that apply.

[ Insurance

103

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0 I have a businessrelationshipwithanother

insurancecompany (e.g;, insurance broker)

D I haveso·me other director indirect relationship with another insurance company (e.g., spouse or relative is employed by or has a relationship)

Iii None

last position he! d; Date I eft:


name of insurance

~~~~~~~~~~

company: ~~~~~~~~~~~~~~~~~~~~~-


name of insurance

company: ~~~~~~~~~~~~~~~~~~~~~-


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lndicateanyother relationships that may create an act-Jal or potential conflictwith Ecoriomical. Check all that apply.

D I have a relationship with a person or entity ihat may conSideror has considered purchasingtheshares or a majority of the assets of Economical orits successors or assigns

D J have a relationship with a person or entity that is actingagainstor has an interest that is adverse to Economical


Nature of

relationship:----------------------



3

~~~~~~~~~~~~~~~~-~~~

~~~~~~~~~~~~~~~~-~~~

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8 •• economical. JOIN IN OUR FUTURE


OtherActual or Potential Interests thatConf/ictiNith Other Eligible Mutual Poficvhofders

Do you have any other relationships that may create an actual or potential conflictwiththe other eligible


D Yes (please explain - attach additionalpages if necessary)

I am an Economical auto policy holder. Login ID C0003831531. I don~ consider this to be a conflict.

!iii No

4. OTHER COMMENTS :·-· .\ Is there anything else you be! i eve would be relevant to your a ppl i ca ti on for the mutual policyholder committee? (Attach additional L pages if necessary)

[ I will add an informed, calm and practical perspective to the committee.

ILi S. SIGNATURE

1 -._ By submitting this Application Form, I certify that the information I have provided here is true and complete. l also agree to advise I Mccarthy Tetrault UPJ counsel to the eligible mutual policyholders, of anysignificantchangestothis information as soon as possible. -~

J consent and acknowledge that (1) my name will be posted on Economical's dernutualization website; (2) I may be contacted by lega I i counsel to the eligible mutual policyholders;i3Jthis form or its contents may be shared with McCarthyTetrault UP, Economical, and I filed with the court (becoming public); and (4) if Economical determines such information is relevant to the appointment of '--'

policyholde~committee.s or the_ der~1J~alization process~ pers~forrnation about.me in Ec?nornical:s rec~rds ~aybe_s~ared.~th

[~.rv1cCarthy Tetrault LLP arid filed with the court (becorf11rzg py;<>f.ifl· Such personal information may 1nduae policy details, c1a1ms / 'history, or anyadditionalconnections with Economical (e.g., e'rnpf y ent history).

- ;{/_ ~ r- Applicant's Signature: ~ L -----------"_,---.,,,,c-----

21 October 2016 r -I (Day, Manth, Year)

'·-The APPLICATION DEADLINE is October24, 2016.Applications received after the deadlinewill not be considered.

r-

·L iubmi t your completed and signed application by email or mail to:

L [

Sharon Kretchmar McCarthy Tetrault LLP Ema i I: [email protected] Mail :Suite 5300, 66 Wellington Street West


?Jeasedirectany questions to Sharon Kretchmar at the address above or bycalling1-877-244-7711,x548114.

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economicar JOIN IN OUR FUTURE

APPLICATION TO SERVE ON THE MUTUAL POLICYHOLDER COMMITIEE FOR DEMUTUALIZATION

Only complete this form if you are an eligible mutual policyholder of Economical See the "Instructions for Completing Application for PolicyholderCommittee" for assistance in completing this form.


Contact Information

First name Peter

Last name Dasilva

Your Login ID (see letter sent to yOu with the demutua/ization notice) wdasilva·

{city or town)

Email


{province) {postal code)

Ll st rel eVant credentials and experience relating to demutualization, negotiations, business, and fi na nclal affairs or insurance: (e.g,. financial services industry leadership roles; multi-party, high-value negotiations; corporate restructurings)

Degree(s)/diploma(s) and dates obtained MBA Laurier 1992, SBA Launer 1984

Professional designations {e.g. CA, CFA, FCIP) FCIP, GIP

Relevant employment

Employer 1: Se~~~a_c:_h_ed re~ulll~ --- - - ---------- . - -· - -

Empl ayer 3: __ _

Role description: ----------------·- _______________ _

Employer 4: ..

Roledescri tion: Other relevant experience {Attoch additional pages if necessary)

Dates: . _ .---------- -------·· ____________________ ·-----·--

Dates:

Played a key role in several high value acquisitions by ING including, Wellington Insurance, Guardian, Allianz, Canadian Surety (East Coast portfolio), and Zurich Personal Lines portfolio. I have been involved in negotiations of this type and value throughout my over 30 years in the Insurance industry on the insurer side of the business. Since becoming a broker in 2009 I have, along with my spouse, successfully negotiated six brokerage acquisitions and the sale of our brokerage in July 2016. All of these negotiations included creative WIN/WIN solutions to the issues that arose.

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·~~ economical' JOIN IN OUR fUTURE


Reasons for Apolyinq

State reasons· for applying to the mutual policyholder committee and why you beHeveyou can make a positive contribution. {Attach apditiona/ pages if (lecessary J ·

l recegnize that this nE1goliation has. to achieve what is best for the future of Economical, giving it a platfoITTI to become the n:'lajor player in the Canadian ·insurance marketplace. That said, we must balance·the needs of all policyholders to achieve the desired result. I am a successful WIN/WIN negotiator interested in more than the needs of-the mutt1al policyholders, but also those oft.he non-mutµal policyholders, with a desire to stay focused on the end goal - setting Economical Mutual up to be a great company, while finding a way for all stakeholders to be happy with the final outcome.

Over the last 30+ years in the industry, I have developed the skills and e~ertise to be of com;iderable value in these negot.iatlons. I know the industry, I know how to negotiate successfully, I know the financial implications of demutualizaticin and I know many of the stakeholders. I also no longer have a business relationship with Economical or any other insurer as I am retired from the brokerage.


lndicat,,all relationships you havewith Economical Mutual lnsuranceCompanyor its member companies.Cheek all that apply •

Iii. f currently hold:a mutual policy

0. I am or \ftlaS an employee1 officer,or director of Economical

D I have.a business relationship With Economical (e.g_ insurance broker)

D I have some other director indirect relationship with Economic.i!.1 {e.g., spouse or relative ls employed by or has a relationship)

Last position held: Date left!·

Nature of rel:ationshfp


2

~~~~~~~~~-

~~~~~~~~~~~~~~~~~~~

~~~~~~~~~~~~~~~~

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<!I <a "' economical' JOIN IN OUR FUTURE

Only complete th.is form if you are an eligible mutual policyholder


Your Relationships with Other Insurance. Companies

lndicate\111 relationships you have with other insurancecompanies {excluding holding a policy). Checkall that apply.

Iii I am or was an employee, officer,or director of another insurancecQmpany

Insurance lnt!!ct Insurance Company company--------------------

D I have a business relationship with another lnsurca·ncecompany {e.g., insurance broker)

O I haves·ome other director iildire.ct relationship with another insurance c:ompany(e.g.,, spouseorrelative is employed by or has a relationship l

last position Vice President Personal Lin Augus\2009 held! Date left:


name ofinsµrance company: ___________________ _

Nature of relationship an~

name of insurance company: ___________________ _

l. O None

r~

[~ Other Actual or Potential Interests that Conflict with Economical

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Jndicateanyoth"er relationships thatmay<:reate an actual or potential (':QnfJictwith Econom!cal. Check all that apply.

D I have a ref;;1tionshipwith a per-son ·or entity that m.ay consi!=f.er or has considered purchasin"gtheshares or a majorityofthe

·assets of Economical or its suCcessors or asslgris

O I ha.vea relationship with a person or entitY that is actingagainstorhas an interest that is adverseto Economicat

O I ha Ve another actual or potential interest that conflicts with Economita I

Nature of relationship;

----------------~--~

Nature of

relationship:--------------------


3

~~~~~~~~~~~~~~~~

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Only cpmplete this form ifyo.u are an eligible mutual policyholder.

Other Actual or PatentiallntereststhotConf/ictwith Other Eligible Mutual Policvhofders

o·o you have any other relationships thatmaycr.eate"n actual or potential conflictwith.the other eligible mutual policyholders as a group?

0 Yes (please explain - attach additional pages if necessary)

[ ii No

4. OTHER COMMENTS

Is then~ anything else you believe would be relevant to your application for the mutual policyholder commi-ttee_? (Attach additional pages if necessaiy)

("' I am unique in the industry, Wrth over 35 years experience, t have been trained and mentored by the toP players on the L insurer sicle of the business. played key roles in acquisitions worth bilfions. Becoming ·an lnsurEjnce.Broker in 2009: My

, spouse anq I built our business from $750,000 in revenue to over 12,00.0,000 in annual revenue when we sold it eartier this year. This grawih Was achieved primarily through acquisition of other brokerages. The experience set is· unequaled in ihe

r- • ' ·• .1 • I• o •

I ! ~- S. SIGNATURE

·r-, By s.ubmitting this Application Fotm,, I certify that the iilfdrma~ion I have provided here is trueanq CQmRleie. I also· agree to advise . L-' McCartl\YTetrault lLP, counsel to the eligiblemutuaf.po!icyholders,ofa:nysignificahtchanges to this information as SQDn as·P.Ossible.

'-'-' I consent and acknowledge that (1) my name will bepo,sted on f<:ohomicaf's demutualizationwebsite;(2) I may be contacted by legal ·i' counsel to the efigi:bfemutual poficyholders;(3Jthis form 9r its contents may be sha'redwitli McCarthy Tetrault lLP, Economical, and ~-' filed with the court (becoming public]; arid (4} if Economical c;fetermines such information is relevant to the appointment of

pol"icyholdercommittees orthe d~utuaJizationpr.Ocess,, personal rnformationaboutme i.n Economical's records triaybesh.:at~.rJwitfi. I·. ~cCarthy Tetrault_~ and fifed _with ~e court (~ec-oming public). Such ~ersona-J information may include policy details, claims L history, or anyadd1tionaf connections wit Eco · · r al (e.g., em oyment history).

. I

[ The APPLICATION DEADLINE is October24, 2016.Applications received after the deadline will notbe considered.

r-·Submityour completed and signed application by email or mail to: , __

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Sharon Kret<:hmar McCarthy Tetrault LLP Emai I: econom [email protected] Mal I :Suite 5300,66 Wellington Street West

P.O. Box 48, TD Bank Tower Toronto, ON lilfSK 1E6

· c]leasedirectany questions to Sharon Kretchmar at the address above or by calfing1-877-244-7711,x548114.

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PETER DASILVA

EA."PERIENCE

President and COO Cornerstone Insurance Brokers Limited (August 2009 to July 2016 Redred) Responsible for; • Merger and Acquisitions • Group and association relationships • Life and Health Department • Setting strategic direction and implementing • Resolving issues and managing resources to ensure delivery of priorities • Setting and maintaining the financial plan for the company • Marketing

Accomplishments include; + Successful integration of Cornerstone and Pottruff & Smith, Colley,

Botlan.d and Vale. Insurance brokers, Lukic Insurance, Armstrong Insurance, Hartwell-Thayer Insurance and KPL Insurance - Rates

+ Achieving a significant improvement in profitability + Achieving a significant improvement in growth + Developing a focused and cohesive leadership team

Vice President Personal Lines Intact Insurance (August 2008 to August 2009) Responsible for; • Ontario and Atlantic Canada operations • Growth and profitability of $_1.3 Billion portfolio • Setting strategic direction and implementing • Implementation of Individualized rating program in Automobile line • Development of products and enhancement

Accomplishments include; + Successful completion Automobile Individualized rating program + Achieving a significant improvement in profitability + Development of enal1anced products

Vice President BELAIRdirect Ontario Operation (August 2004 to August 2008) Responsible for; • Ontario operations • Growth and profitability of$140 million portfolio • Setting strategic 'direction and implementing • Leading and motivating a highly effective team • Representing the company on CADRI operational committee • Resolving issues and managing resources to ensure delivery of priorities • Setting and maintaining the financial plan for the company

Accomplishments include; + Successful completion of the Allianz integration and acquisition + Achieving a significant improvement in profitability

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PETER DASILVA + Achieving Growth averaging over 18% per year for 4 years

Vice Pres;dent Personal Lines Groups Novex Insurance (April 2002 to August 2004)

Responsible for; • Marketing and broker group relations • Profitability of $71 l'vfillion sub company (ING Novcx) • Setting strategic direction and implementing at the broker/ group level • Leading and motivating a highly effective team • Communicating corporate and business activities to brokers and

Groups • Representing the company to the busin.ess community at large • Resolving issues and managing resources to ensute delivexy of priorities • Setting and maintalning the financial plan for the company

Accomplishments include; + Integrating and converting a $35 million dollar portfolio merger from

Zurich + Acliieving a 20 point improvement in the Peopleplus portfolio loss

tatio + Developing and implementing new and innovative hybrid solutions for

the Group marketplace

Wee Pres;dent Business Development ING Insurance (October 2001 to Apr.fl 2002) Responsible for; • Creating our ING Roadmap for marketing and . broker relations

through the Zurich integration • Setting strategic direction as part of the senior management team • Part of the Negotiation team in the strategic alliance with Zurich • Communicating corporate activities to tl1e distribution channels • Resolving issues and managing resources to deliver the integration with·

Zurich

Accomplisl1ment include; + Successfully negotiating an extre1nely complex IT services agreement. + Successfully restructured the regional distribution teams + Devised and implemented our broker communications plan

Reponal Vice Pres;dent M.ississauga ING Insurance (July 2000 to October 2001) Responsible for; • Profitability of $60 million branch with 65 brokers • Setting strategic direction and implementing at the broker level • Leading and motivating a full branch team • Communicating corporate and business activities to the broker force • Representing the branch to the business community at large • Resolving issues and managing resources to ensure delivety of priorities

Aecom plishments Include;

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PETER DASILVA + Appointing an additional six brokers + Successfully negotiating three additional concentrated broker contracts + Bringing the branch to the forefront of the ING IFS strategy

Vice President Information Systems ING Insurance {fanumy 1998 to July2000) Responsible for; • Delivering technology solutions in a timely fashion • Setting strategic direction for Information Systems • Defining and managing project scope • Leading and motivating a systems development terun • Setting and maintaining the budget for information systems

development

Accomplishments Include; + Setting of new strategic approach to systems which has saved the

company at least $30 million over the last 5 years + Installation of 54 systems enhancements for personal lines undenvriting

Vice President Personal Lines ING Halifax(September 1995 to January 1998) Responsible for; • Profitability of the Personal Lines both Property and Automobile • Setting strategic direction for Personal Lines • New product development • Competitive analysis including a review of strategic movements • Leadership of task force to merge Guardian and ING • Coordinating the national audit progrrun • Management and leadership of Head Office Underwriting staff • Ratemaking and preparation of filings for regulatory bodies • Communicating underwriting requirements to the systems department • Negotiation of rate and rule changes with Regional Managers • Leadership of special projects including Year 2000

Accomplishment Include; + Leading the integration of the Wellington and Guardian personal lines

mergers and conversions + Member of the Guardian due diligence task force + Three years of profitable growth from 1995to1998 + J\nalysis and segmentation of regional pricing structure

1994 to 1995 Wellington Insurance Personal Lines Product Manager

Sun Alliance Insurance Company 1992 to 1995 Assistant Manager, Personal Lines Division

Prudential Assurance Company 1984 to 1992 Underwriting Systems Project Leader

London, ON

Toronto, ON

Kitchener, ON

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PETER DASILVA

EDUCATION Master of Business Administration Wtlfi:id Laurier University Fellow Chartered Insurance Professional Charter Insurance Proffessional Honours Bachelor ofBusiness Administration Wtlfrid Laurier University

. OTHER ACTIVITIES

1989 to 1991

1986 1985

1980 to 1984

Special project to cteate and implement ING brand image in Canada July- December 2000

11 2

TAB 14

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·APPLICATION TO SERVE ON THE MUTUAL POLICYHOLDER COMMITIEE FOR DEMUTUALIZATION


11 3

See the "Instructions for Completing Application for Policyholder Committee" for assistance in completingthis form.


Contact Information

First name Wendy

Last name Dasilva

Your login JD (see letter sent to you with the demutua/izatian notice) wdasilva

(city or town)


(province) (postal code}

List relevant credentials and experience relatingto demutualization,negotiations, business, and financial affairs or insurance: {e.g,.flnancia/ services industry leadership rolesi mu/ti-party, high-value negotiations; corporate restructurings)

Degree(s}/diploma(s} and dates obtained Diploma - Business Administration, Wilfrid Laurier, 1995

Professional designations (e.g. CA, CFA, FCJP) C.l.P., F.C.J.P., C.R.M., C.A.1.8.

Relevant employment

Empl ayer l: See Attached resume Dates: ______________ _

Roi e description: __________ --------·--·---------------------------------------

Employer 2:

Role description: ___________ _

Employer 3: __ _

Employer 4: --··--------·. --------·--·----··---------- --------·----


Played an integral part in the creation of Waterloo Insurance, now known as Economical Select Started the group arm of the Economical and growing the operation to $25MM then moved to Allstate Insurance to perform the same function.

1

[

L [ Reasons for Applying


Only complete. this form if you are an eligible mutual policyholder 11 4

Stare reasons for applying_ to the mutual policyholder committee and why you believe you can make a positive contrl.bufion. (Attach additional pages if necessary}

For me, this process is· about t~e future of the Economical. I believe it is about more than "how much money will mutual policyholders receive?". This is about creating a platform from which Economical can compete with r;>ll)er strong Canadian alid foreign insurers. ! would be looking to use my experience as an insurance company person, a broker, a past

[. employee along with my experience on the .Executive Committee of the I.BAO. to help to negotiate an outcome that is fair to aU stakeholders but most importantly help to position Economical. to succeed. Along With my extensive industry experience, I have successfully negotiated eight acquisitions and one divestiture.

[

[

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[ 2. RELATIONSHIPSWITl:f ECONOMJCAL -·' Jndkate<1ll relationships you have with Economical MutuaJ lnsuranceCompa·nyor its member companies. Ch"ck all that apply.

[ ii I currently hold.a mutual policy

· [ ii I am or was an employee, officer,ordlrectorof Econorriicaf

[

[

[

[

I have a business relationship with Economical {e.g •. insurance broker)

I have some other director indirect relationship with Economical (e.g., spouse dr relative is employed by or

has a relationship)

Last position Operations Manager, Water · 1999 hefd: Date left:

Nature of

relationship--------------------

Nature of

relationship -~------------------

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Only comp(etethis form if you are an eligible mutual policyholder



Indicate all relations hips you have with other insurance companies (excluding holding a policy). Check all that apply.

Insurance Allstate Insurance

11 5

iii I am or was an employee, officer, or director of another insurancecompanY

company ---------------------

O I have a businesSTel ationship with anotl)er insuranceco.mpany (e.g., insurance broker)

0 I have some other director indirect relationship with another f nsurance company (e.g., spouse or relative is

employed by or has a relationship)

Last pos itkm AVP. Enterprise Risk Mgmt, 2007 held: Date l.eft:·

Nature of relationship an<;!

name ofinsurahce

------

company=-----------------'----~


name ofihsurance company; ____________________ ~

[ O None .'

[ Other Actuaf or Potentiaflnterests thdtConf/ictwith Economical

lndicateanyother relaticmships that may create•~ ~ctual or potential conflictwjth Economicai. Check all that apply.

[o

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I havl!a relationshipwitha person or en:ti ty th.at may consider or ha.s considered purchasing theshares.ora majori!yofthe· assets ofEconomical or its successors or assigns

I have a relationship with a person· or entity that is actingagainstorhasan interest that is adverseto Economlcal

I have another actual or potential interest thatconflicts·with Economical

Nature of relations·hip:



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••• economicaf JOlN IN OUR FUTURE


OtlietActua/ or Potential Interests thatConf/ictwith .Other Eligible Mutual Po/ieyholders

Do you have any other relationships that may create an actua I or potential confl ictwith th" other eligible mutual policyholdersas<i group?

O Yes {please explain - attach additional pages if necessary}

i!i Ji.Jo

4. OTHER COMMENTS

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[ Is there anything else you believe would be relevantto your application for the mutual policyholder committee? (Attadwdditiona/

pages if necessmy)

I do believe· that I bring a diverse background in the insurance industry. I was a very successful insurance company

[.• employee, spending 14 years with Eeonomical in various roles all incr!;lasing in responsibility,. moved to Allstate where I

was·one of the top ten leader5, In 2007 I purct)asedmyfirst brokerage and from 20071o 2016, my husband and I suc;cessfuly acquired seven other offiees .. During this time we were given several awards for our innovatJon. lil addition I

[ spend five years oil !be Board of IBAO wiih the last two being .on lhe Exec team representing brokers acrross the province.

5, SIGNATURE r-· By submitting this Application ·Form, I certify.that tiJe information l have provided here is true and complete. I also agree to advise l . McCarthy Tetrault LIP, counsel ta the eligiblemutual policyholders,ofanysignificantchanges to this information as soon as possible. ~ .

r-·l·consent and acknowledge that (1) my name will.beposted on Economical's deinutualJiation website;(2) I may be contacted by legal

L:counsel to the eligible mutual policyholders; (3) this form or its contents. may be shared with McCatthyTetrault lLP, Economical, and filed·With !he court (becoming public); and (4] if Economical determines sucq informa!lon is rel..vant to the appointment of poficyhoJdercornmittees or the demutualizationproces:s; p~r.son?I information abo.utme in Econorn1cal~s records maybe shared with

LMcCarthy Tetrault UP and fifed with, the court (beco · 1 .g public). Such personal information may include pollcy details, claims history, or ahyadditionalconnections with Economical .• , employment history}.

[ (Day, Month, Year)

fne APPLICATION DEADLINE is October24, 2016.Apprications received after the deadline will not be considered.

-s·ubmityour completed and signed application by email or mail to: ·

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Sharon Kretchmar Mccarthy Tetrault LLP Email: [email protected] Ma if :Suite 5300,66 Wellington Street West


f easedirectany questions to Sharon Kretchmar at the address above or by calling 1·877·244-771l,x548114. ~ 4

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Wendy DaSilva

Experience

M.arch 2007- July 2016 CEO and Owner

Responsible for:

Cornerstone Insurance Brokers Ltd.

Operations of the insurance brokerage atthree locations • Lead a Leadership group of five to ensure an effective and efficient workflow • Establishment and implementation of complete process flow including call answering, call

recording, policy documentation and adherence to all regulations Establishment of strategic direction, development of Vision, Mission and Values for the organization • Development of a culture focused on providing a preferred client experience. • Implementation of extended hours, live chat to align with consumer preference.

October 2011 - July 2016 Insurance Brokers Association of Ontario Elected and served three years as Territory Director for Toronto region. Then elected to the Executive Team and assumed the role of Chair of the Finance & Audit Committee

October 2003 - February 2007 Allstate Canada Group of Companies (ACG) Assistant Vice President - Risk Management

Responsible for:

Profitability and growth of a $700 million dollar national group of companies (Allstate, Pembridge and Pafco) • Member of the ACG Leadership team responsible for the operations and performance of

ACG • Establishment and implementation of all underwriting practices, rules and procedures for all

brands on a nationwide basis • Annual financial budget and three year operational plan for the Risk Management department

Setting strategic direction for the Risk Management (underwriting) team within the framework established by ACG • Product/underwriting/product development and underwriting research • Segmentation and competitive analysis • Regulatory compliance

Leadership of Risk Management (underwriting) for Allstate Canada Group • Leadership of a cross functional highly cohesive team of 45 people • Active Leadership Team member at the corporate level

Key Accomplishments • Return to profitability during 2003 & 2004 • Successful integration of all Risk Management teams within ACG • Instrumental in the launch of Palco and relaunch of Pembridge

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WendyDaSilva

July 2001 - October 2003 AH.state Insurance Company Markham, ON Director - Risk Management

Responsible for:

Profitabifity of ~550 million doll<1r national company • Member of Allstate_ Senior Management team responsible for the operations -and perfonnance of

Allstate lnsuranqe Company of Canada • Ensure the integration of sound Risk Management practices iii a consistent fashion on a

nationwide basis • Annval_finaricial and business plan for the Allslate Brand • Training programs fOr regional staff • Directs and influences te;im members to researeh and interpret <iemographic, economic and

compe!itor data to identify m!ll'ketsfsegments displaying the greatest pctential fOr balE!llced growth and profit and develop strategies ro leverage poienfial for growth

• Member of the Strategic Planning ieam for Allstate Canada Group of Companies

Development and implementation of corporate strategic ~isk Management (underwriting) direction • Produci!Price/Risk Management • Mai'k¢t and compefitive analysis • Provincial risk management compliance for all regions

Leadel'.Ship -0f Risk Management (underwriting) for Allstate Insurance Company of C_anada • Leadership of a highly effectiile team of 25 pe<;>ple • Leadership of Head Office Risk Managemen~ Undeiwriting Sysiems and Training operation

Key Accomplishments • Suctessful fonnation of the Allstate Brand Head Office Risk Management team • Instrumental in the restructuring of the Brand operations • Successful implemenlation of a three tiered· rating approach for private passenger automobile

insurance on a nationwide basis

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WendyDaSlva

19.99 - July 2001 Allstate Insurance Company Markham, ON l)irect<ir- New Business Initiatives

Responsible for. Implementation of a Group Home and Automobile Program for Allstate. Insurance Company of Canada • Group marketing and administration

Development and implementation. of the multi access integration strategy including full e· commerce and call centre ci!pabilities

• Re-design and launch Allstate.ca with full e--commerce capabilities (quote and buy) • Implementation of call centre technologies am:) environment for the Allstate brand • Internet and Call Centre sales and underwriting team

Leadel'Ship and Administration

• Establishing the Group, Internet and Call Centre business plans • Leadership· of team of 15 • Annual expense., salary and premium budget • Trciiriing program for agenis

K,ey Accomp!ishnients • successful launch of Allstate Insurance compoiny of Canada group program - grown to $14

miUion in four years • Led theteam to become the first Canadian insuranc.e company to offer full e-commeri::e

capahifities through w<N'N.at!state.ca • Successful formation of a fully train~d and licensed call centre team

1995-1999 Waterloo Insurance Comp.any Kitchener, 9N Operations Manager Responsiblli! for.

Set up and ongoing manag~ment of Waterloo Insurance as the national Group Insurance arm of Eco11omical lnsiuance • Premium growth from start up to 23 million in 3 years • Development of group products • Pricing ·and premium projections • Underwriting, marketing, aceounts, administration • Leadership of team of 24 • Annual expense, salary, capital budget and action plans • Broker/portfolio administration and management • Staffing and training

Key Accomplishments • Start up of a new company, including provincial filings, systems, rating plans, contract

negotiations, broker management, vendor relations, recruiting and process development

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WendyDaSilva

1994-1995 Economical Mutual Insurance

Assistant Manager Underwriting Systems Responsible for.

Waterloo, ON

• Providing detailed business requirements to Information Services for aU new system's procedures and products

• Liaising between Information Services and Underwriting • nmely implementation of projec_ts • Underwriter training on new programs and procedures • Management of various underwriting projects

1992-1994 Economical Mutm1l Insurance. Head Office Au:tomobile Underwriting Analyst Responsfble for: ~ Risk Sharing Pool, acting as Project. Manager

Waterloo, ON

• Researching products and competitive initiatives for.fe<;ls1bility and future implementation • Development and implementation of national audit program for Personal Lines Underwriting • Pr-0viding ·technical Underwriting. guidance and assistance to branches • Organizatio·n and planning of technical training seminars. • Preparation of filings forgovemment regulatory bodies

1986-1-992 Economical Mutual Insurance Stratford, ON Senior l,lnderwriter

1.985-198.6 Prudential Assurance Kitc.henel", ON Person;:ii! Lines Underwriter

1981-1985 Guarantee Company Woodstock, ON Personal Lines Underwriter

1979-1981 Co-operators Woodstock; ON Claims Service Representative

1978-1979 Western General Woodstock, ON Farm Endorsement Clerk

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Wendy DaSilva

Professional Associations

• Executive Director of !BAO

• Discipline Committee of RIBO (Registered Insurance Brokers of Ontario)

Education

Canadian Accredited Insurance Broker Insurance Brokers Association of Ontario, 2012

Masters Business Administration Unlveraity of Edinburgh, currently pursuing

Canadian Risk Management Certificate University of Toronto, 2004

The Insurance CaD Centre Management Program Centennial College/Insurance lnstifufe, 2001

Fellov;, Chartered Insurance Professional Insurance Institute of.Can;;icla, 1995

Diploma,. But>iness Administration Wilfrid Laurier University, 1995

Associateship in the ln-sl!rance Institute of Canada Insurance Institute of Canada, 1986

Volunteer Work

• Zone Captain for the Canadian Cancer Society- Kitchener-Waterloo - 1994-1999 • Account Executive for York Region United Way-2007

References

Will be supplied upon request

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• • • economical' . JOIN IN OUR FUTURE


Only complete this form if you are an eligible mutual policyholder of Economical See the "Instructions for CompletingApplication for Policyholder Committee" for assistance in completing this form.


Contact Information

First ilame Gordon

Last name Dowsley

Your togiii ID (see letter sent to you with. the demutuo/izotion notice) 205,13628

Maillng address (street) (city or town)


Education and Relevant Employment History .


List relevant credentiaJS and-exp·erience relatfngto d_emutUallzation, negotiations, business, and trnancial affairs or insurance: (e.g,. financial services industry leadecrhip roles; multi-party, high-value negotiations; corporate restructurings)

Degree(s}/dlploma(s} and dates obtained BA(hon) 1966 MGA(1969) .

.

Professio'itaJ deslgllatioris (e.g. CA, CFA,' FCIP)

Relevant employment

Employer l: European Commission contract 2008-2010 -----------~-----------------------

Dates: -------------·----·----- ------------ -

1 • • . help Russia transform to the free market system in insurance, teaching, advising

Ro edescnption: -------·------------·---- - -------------~

World Bank/International Finance Corporation 1999-2002 Employer 2: . . _ --- Dates: ---------------.

Roi e descri ti on: analyzing eompanies around the world for investment, regulatory advice, draft insurance laws p ------ ----- __ .. ..--·---

· 1 3

many eontracts for UN, World Bank, USAID etc 1993-2016 Emp oyer : . Dates: ..

Role descri lion: privatizing non life C?mpanies, teachil1g,.advising, evaluating both ccmpanies and regulatory system p -- ----------------·

1 Crown Life Insurance Company · 1972-93

Emp oyer 4: ------------· Dates: --~--- ---~----

Role description: Vice President Financial Reinsurance, develop, market, negotiate financial reinsurance treaties.

Other relevant experience (Attach additional pages if necessary)

· I have worke.d in the insu.rance industry for many years in this aspect, corporate finance. I started in taxation and then

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developed the con~ept offinam:ial reinsurance and wrote the first paper ever publi~hed on teh concept which today is such a a valuable tool on financial engineering, My experience goes around the world where i have privatized government companies, drafted insurance laws, trained regulators, eventuated companies for investment purposes, evaluated regulatory systems of countries for the World Bank/IMF Financial Sector Appraisal Program, worked out insolvencies, and given university courses on insurance.

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ACOMMISSIO!ERFCllTN<INlAFFIDA\llTS

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• S~t~ ieasoni}O~apP.liiing u; tiie:m\ituaf po!icyholder coroniitfue~nd >vilyyou believe you can make:• po~iti~e contributiGn. (Attach tiqdiiionrifpage_s)fne.c~11wh. · · · .

;rfi~:deii).Ji~aiiz8.t1ori'bf ~ gefi~IJn@~~~~J~,&C)_~p~~y l~·a'be~ ~eJ1t ~t q~~(!a~·1t;~91vestnanY Ci:meepj.s of • ... -~. yaj~~tip~:l\IJd:ci>[Ppt:a,t.e,, ~!l.ariC.Sj ~y e~rieiJe.~ce,iri ~h~-': ar~ .!)vef ri)anY.)'~s ,aj)d ;ri~Y in~ke\!! w)U _ ~ake me qu;3.lified to. ~l(ijjilin~ ~· d~!§!1~ <1£.ldpr_gY.Jdfi!,~c!y19~ on negot1~tionsto tEO_ach <;qnclt1s1ons !f1<;1t \"ID be.Well bas~ on 1.n.surance . _ ·Pi;ilicipfl*l a11d f.?.ir-to·EllT. Ih~ rE)1;ulis_ are al,m importan~.forthe> stnJcil!(e of future regulation in Canada as no doubt the logic oftel:i settlemeri!will'be a precedent fbrfiitiire discussions and i:lebates.. '' ' -• . • • • ·' 7 .

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o r iiave .some O:thei dfrecto,r ij\direct rel;itio~ship with Ecopom)cal (e.g,, spou$e 'or relative j5 empioyed-by or ' iuis a i-e/atfonshlp)

Nature:of-relatioriShip ·-----------,,<-'-------------

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O lhavealiother actual orpoteniiai,foterest · 'that conflicts With Etonomical

· · · NatUre of• ·· · re!atioris!iip: -------;'---------------

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' 4. otH'ER c6i'v1MENT$' . L .. i~'thei-e anytninS el~e yau b.;iJ.Ve whuld b:e rei!.va'nt to your a'wlication for the mutual:poli&;lioliler c0minlttee? (Attach ~~dftjoiia1 .. pa if es if netessaiy} • . . . . . . .· . ~-· ,· _·. -·'-. _. ,.-" . .,...·---.,,,.--,-.,.-,..c...--------~-------.,----------~--"---"-----. , L · · Jcilso·1i'o1a 6ii ~i.rt9m6o;i~ pollcyand a vacation home p01isY.wi!h Ecoriom\C<i1 1v1.lmia1

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· 1 . By'~u'bmitti~g tiiis Appiication FOnn, 1 cer'tify tllat ihe•infor.hation I 'nave pr0vided here is truealid coinp1~ I also agree~ ~dvise ·. . ~· :Mccartlly;'.f<¥a~lt u.P; coiJ~selti> tf{e ·eiiiliblemutiial policyhokiers,i>tany signlflcantchaii~ w_tfiis information as soon~ -~os~iblei. . . . . . . . . . . . . ' . . . . . . . -·- ··.

[ lton$,;,;tii~iiacknqwf~~etlia~{iJ~ naine Willbe~~~t~ ~n ic~nbml£al'scieniutuaf1zationweiis;~{i) Ima~ be;confu~~l~I

~· co.unsei t:0 tlie·efigiblemutiial policylioldei's;(3J thisformoi' it:S.content:S-may· be'shai:~With MccarthyTetratilt UP,~Economitai/al'id. · filed ·With ful(court (becoming pubHcli an{ (4.J')f Ecol)olpic~t. deteimin~ such Jnformatii>n is .i:id~ani:. 10 .tile· appolnirti~of · r por.evhof4S:-i:oirim1ttee.:or.i!i"- d~~Jliatiz•iio~process, p~o~ai 1.~torPiBtionaboutinetti £corioni1ca1's rqas rriavbeshatMwitii · .. \ . McCarthyT~~uit i.tP. an'lffii~ witii tile court ibi;;,cmilng: pa_biic): Sticjf persona(inforinati~n inay_jndude poiiCy details, er aims. · ~ history;or aiiy addltfonal_c9rineCtioriS whh Ei:onorrn.i:al (e;s;; employment .t.ifstory). . · · ·

[ •. Applli:anf.s Signature:

_;_

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·····21bo·~·· ... · (Day,Mondr; rear}:

. Date:

[The ~Ptii:i~oN DEADLINE is octC.ier24, 2016,Appfk~ons fetelvedafter the_ deadllnewill not be cdnsidere<t

Submit your completed and signed appliCatioil byemaU or mail lo': . . r· L

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. Sharo_n Kr!!tcbmat,. .. McCarthy Tetrault LL!' ·· ·a;;.u: eco.ii.;,:.;~1@iric;,,rthy.ca .

Mail:Suite 53oo;G&Wemngton stre'etwest P.O. Box 48; 'ID sank. Tower . Toronto; ON MsK 1E6 .

[Pleas'e di~ecf~riy questions to Stiaran Kretdimar at the address .. aboveorby catlii'ig 1-877-244-'7711,x548114.

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Gordon Dowsley

Sharon Kretchmar McCarthy Tetrault LLP Suite 5300 66 Wellington Street West P.O. Box48 TD Bank Tower Toronto M5K1E6

Dear Ms. Kretchmar Re mutual policy holders committee

Economical Mutual

2016/10/21

I wish to apply for a position on the mutual policy holders committee concerning the proposed demutualization of the Economical Mutual Insurance Company. I hold a mutual policy on our house as well as non qualifying policies on the car and the cottage.

I have spent over 40 years in the corporate finance end of insurance companies around the world. As you will see in the attached resume I worked 21 years at the Crown Life Insurance Company in Toronto where I pioneered the concept of financial reinsurance and wrote the first article ever published on the idea. It is of course today a widely used tool in financial engineering of insurance companies, both life and non-life.

In the reinsurance business there was negotiation for each contract I signed. This would involve over 200 contracts as financial reinsurance contracts are for short term periods and do not automatically renew or remain in force as other types may.

Since 1993 I have worked in many countries on contracts let by the multinationals such as the UN, World Bank, International Finance Corporation and Asian Development Bank. I also worked on several contracts from USAID and from The European Commission. These involved three years in Washington with the World bank Group where I taught the courses on insurance to personnel of the \Vorld Bank and worked on investment opportunities, and problems, in insurance around the world for the International Finance Corporation. I was also on loan to the IMF for its Financial Sector Appraisal Program (FSAP) expeditions to various countries.

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During these years I worked in all kinds of insurance but mostly non life. A great deal of my work has been the transformation of the former communist countries to the free capital markets. This has involved privatizations, training of the industry personnel, drafting insurance laws for countries and evaluating companies. I worked and lived briefly in many countries including Afghanistan, Mongolia and the central Asian and Caucasus republics. For three years I lived in Moscow funded by the EU to help the Russian insurance sector and lectured from one side of the country to the other and taught courses at Russia's leading university, the Moscow State University. Of course I also worked in many developing countries with nascent companies and industry.

I was one of three secondary authors of the global position paper adopted by USAID as its policy for the role of insurance in economic development. I also played a similar role at the World bank with the assessment forms for the FSAP expeditions.

Throughout this time I was helped by my background in Canada. The World Bank holds Canada and Australia as the best examples of insurance regulation with all the benefits implied. The Economical Mutual project is therefore of interest as it is within Canada with a law based on the Australian experience. ·

My application and my resume are attached but I would be happy to answer any questions you might have.

sincerely

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Gordon Dowsley

ADVISOR IN DEVELOPING & TRANSITIONAL ECONOMIES 1993 -

East African Community 201_4 assessment of compliance by member states with IAIS Core Principles (desk project) (World Bank)

Tanzania 2013 one person assignment to develop an Insurance Policy Framework for the country (World Bank)

Zambia 2012 on diagnostic team from World Bank on consumer protection and public education issues. Later designed a template in line with the insurance industry.

Laos 2012 peer review of proposed insurance law (desk project) (USAID)

World Bank 2010 one of an international panel that designed a template to be used in ratiog financial institution regulation in countries around the world.

Russia 2008-10 EU project to bring Russian insurance regulation into line with EU standards. Deputy Team Leader. Training across Russia on international standards of solvency, accountiog and corporate governance. Also taught courses at Moscow State Universitv.

USAID 2006 one of the group that drafted a global position paper for the Agency on the role of insurance in economic development coupled with appropriate strategies

Afghanistan, 3 tours, 2005 - 2006 for Ministry of Finance drafted new law and regulations, training, privatizing the state insurance company, set up and trained Insurance Commission (USAID). Actively involved in finding new quarters for an orphanage. Organized a group to put on a gala evening for the National Gallery to support institutions and to demonstrate eleemosynary activity. Nominated the MC for the night for an honorary degree from Queen's, which she received with two standing ovations, for her work in girls' schools and in employing war widows.

Mongolia 2002 - 03 successfully privatized the state insurance company and advised on steps in the transformation to a free market system. Obtained five times the asking price and the highest number of bidders on any privatization despite a World Bank report saying it may be unprivatizable at this time and four other reports saying it was insolvent. (USAID). Given a silver peace bowl by the government for the success. Worked with artists illustratiog Mongolia via western schools of art Arranged for orphans to attend the ballet:

Other assignments include Mongolia 2007 (for a private bank), Kazakhstan 2007 (EBRD), Turkmenistan 2003,5 (UNDP), Serbia 2005 (once for The World Bank and once for USAID ,

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Armenia 2004 (World Bank), Georgia 2003 (FIRST), Kazakhstan (1998-99) (Asian Development Bank), Jordan 1995 (USAID), Pakistan and Sri Lanka 1993 (World Bank)

In North Arrierica, consulted, acted as a broker and advised professional firms, banks and insurance companies on mergers and acquisitions and financial strategy. Gave seminars in Canada to Russian insurance executives, on two occasions, on insurance and their new economy. 1993 - 1998

INTERNATIONAL FINANCE CORPORATION, private sector investment arm of the World Bank, Washington D.C. (1999- 2002)

o Advisor to national gove=ents on drafting legislation and on strategies for developing the financial sectors of the third world, Consultant on investments for the IFC.

o Developed and presented a one week course on corporate finance and investments in financial conglomerates and insurance companies for World Bank and IFC personnel and took part in distance learning and local programs for gove=ent regulators around the world.

o Worked on best practices in regulation including principles based systems and risk based auditing/supervision. (Canada is considered best practice by the Bank.)

o Worked in economies in transition from the communist system to the free market system in Uzbekistan, Kazakhstan, Kyrgyzstan, Albania, and Vietnam.

o Worked in developing countries of Haiti, Philippines, Senegal, Benin, Zimbabwe, Turkey, and Pakistan.

o On loan to World Bank/IMF for missions to evaluate regulation including anti money laundering in Ethiopia and Nigeria. In Ethiopia it was a one person pre FSAP mission and in Nigeria it was a member of the FSAP team.

CROWN LIFE INSURANCE COMP ANY, Toronto, Canada 1972-1993

Began in tax research at time of reform of insurance taxation in both Canada and the USA.

Vice President Financial Reinsurance, o Pioneered financial reinsurance in North America and headed the division which became the

most profitable line in the company. Prepared over 50 papers, speeches and articles on this type ofreinsurance and corporate finance including the first ever published on the subject Designed and negotiated very large international treaties.

o Signed the first reinsurance treaty between Canadian and Japanese life companies.

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o Responsible for Caribbean operations; on board of Jamaican subsidiary.

o On board of a Barbados reinsurance company owned by nine of the largest life companies.

o Chairman of the company's Political Involvement Committee and Art Committee.

o Left company upon·its relocation.

EDUCATION

o University of Pennsylvania (Wharton School of Finance and Commerce), Philadelphia MGA 1969, (PhD program terminated on death of director) public finance, insurance, comparative government, political theory, history & philosophy of science.

o Queen's University, Kingston, Canada, BA (hon) 1966, mathematics, economics, history.

o Night School - New York University, summer 1969, European thought; Rutgers University, summer 1965, antitrust economics and management science.

o . CICA courses on taxation; Arbitration & Mediation Institute of Ontario arbitration courses.

PERSONAL

Born: Kingston, Ontario Married: Marilyn Elliott Children: Sarah, Martha, Laura

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Summer Residence: tel.

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AFFILIATIONS

o Treasurer in group charged with Canadian participation in Liberal International 2010 -represented Canada at the LI meetings in Zurich and Geneva, June 2015

o Gives "Pot Pourri of History'' presentations to Oshawa and Whitby seniors covering all branches of history and all time periods (2012 - )

o Rotary Club Moscow International, program awarded Rotary Paul Harris Fellow 2008-9; program chair, various committees

chair; Board of District 2220 (Russia), Oshawa Rqtary Club - board member,

o Board of Trustees, Queen's University, Kingston, Canada 1996- 2002

o Board member of the Canada Council for the Arts 1979-85 which allocates federal government money to the arts, member of Executive, Audit and Investment Committees.

o Fields Institute for Research in Mathematical Sciences, Education Forum 1997-98

·o Multiple Sclerosis Society - Member of volunteer group that started National Carnation Day; sat on Metro Toronto Board 1976-198L

o Executive of Society of Insurance Research 1987-88

o Japan Society, Canada, a founding member; started Friends of the National Gallery of Afghanistan; past Chair, Friends of Ontario College of Art; started a sculpture park said by Canada Council to be largest in Canada;

c Chair of Employment Insurance Board of Referees for Ontario Regional Division, 1998-99

o North East Tax Seminar - emeritus member of study group, membership by invitation only, of some three dozen taxation specialists from the north east U.S. (one of whom was appointed by President Clinton as Commissioner of the IRS).

o Conducted seminars for US Consulate General staff in Toronto on the laws of Canadian elections and election finances,

o Federal Liberal Party of Canada - volunteer, Registered Agent (Chief Financial Officer) for Ontario, responsible for finances under the Elections Act, including all income tax receipts, trustee of election trust funds and mediator of financial disputes 1977-1985; initiated Direct Mail :fund-raising; four times vice-chainnan of Prime Minister's Dinner; Justice M_inister's national finance chainnan during the 1984 leadership campaign; Ontario Treasurer, 176-77. Ontario Campaign committee 1979 & 80 general elections. Constituency President 1975-76, 1995 -98, winner ofbest organization in province.

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1. YOUR BACKGROUND ANO QUALIFICATIONS

Contact In formation

First name Richard

Last name Falbo

Your login ID (see letter sent to you with the demutuolization notice) C0004444205

(city or town)


list relevant credentials and experierlce rel a ting to demutua lization, negotiations, ~j .a.t{~.l(~.ar.J.1].S.Hf.~.rJ.<i.~i ........ (e.g,. financial services industry leadership roles; mu/ti-party, high-value negotiations; corporate re~f'.ER FORTAKIN3 AFFIDA\!ITS

Degree(s)/diploma(s) and dates obtained BA (1992) UniVersity of Toronto, L.L.B. (1995) Osgoode Hall, Canadian Securities Course (1997)

Professional designations {e.g. CA1 CFA, FCIP}

_ Relevant employment

Employer 1: RBC DOMINION SECURITIES 1997-2003 Oates:

Role description: INVESTMENT ADVISOR - PRIVATE CLIENT PLATFORM

1 MIRCOM GROUP OF COMPANIES 2004-2009

Emp oyer 2: · Dates:

Role description: V.P. CANADIAN SALES & OPERATIONS

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MIRCOM GROUP OF COMPANIES mp eyer 3:

2009-2013 Dates:

Role description: V.P. USA SALES & OPERATIONS

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MIRCOM GROUP OF COMPANIES 2013-PRESENT Employer 4: Oates:

Role description: EXEC. V.P. - GLOBAL BUSINESS DEVELOPMENT

.

Other relevant experience (Attach additional pages if necessary) *GOLD MEDALIST IN ECONOMICS AT U OFT -1ST IN GRADUATING CLASS •PASSED SECURITIES. INVESTMENT FUNDS. OPTIONS AND INSURANCE COURSES WITH CANADIAN SECURITIES INSTITUTE, INCLUDING A PERFECT SCORE OF 100% ON INSURANCE EXAMINATION •MANAGED OVER $100 MILLION IN CLIENT ASSETS AT RBC DOMINION SECURITIES *WITH MIRCOM GROUP, RESPONSIBLE FOR SALES ORGANIZATIONS OF OVER 100 PERSONS, ANNUAL BUDGETS OF OVER $50 MILLION *CURRENTLY INVOLVED IN MULTI-MILLION DOLLAR CONTRACT NEGOTIATIONS AND ACQUISITIONS GLOBALLY

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Only complete this form if you are an eligible mutuaJ policyholder


State reasons for applying to the mutual policyholder committ~e and why you believe you can make a positive contribution. (Attod1 additional pages if necessary}

I AM APPL YING TO BE A MEMBER OF THE MUTUAL POLICYHOLDER COMMITTEE BECAUSE I BELIEVE MY BACKGROUND IN FINANCE, LAW ANO BUSINESS WILL ALLOW ME TO MAKE A VERY POSITIVE, INFORMED AND IMPACTFUL CONTRIBUTION TO THE UPCOMING DISCUSSIONS ON BENEFIT ALLOCATIONS.

I UNDERSTAND THE ISSUES AT HAND, HAVING BEEN iNVOLVED IN THE ECONOMICAL OEMTUALIZATION PROCESS SINCE DAY ONE AND I APPREC!A TE THE ROLE THAT OUR NEW FEDERAL REGULATIONS, HISTORICAL PRECEDENCE AND CONTRACT LAW SHOULD PLAY IN THE OUTCOME OF THESE CONSULTATIONS.

JAM QUITE VERSED IN SECURITIES LAW, IN FINANCE, IN CAPITAL ALLOCATION AND IN BUSINESS NEGOTIATIONS AND THUS FEEL COMPELLED TO OFFER MY ASSISTANCE AND EXPERTISE TO MY FELLOW POLICYHOLDERS TO ENSURE THE BEST POSSIBLE OUTCOME FOR ALL PARTIES INVOLVED.

ADOITIONALL Y, I HAVE SAT ON SEVERAL EXECUTIVE AND MANAGEMENT COMMITTEES AND HAVE A FIRM WORKING KNOWLEDGE OF BUSINESS ETIQUETTE AND COMMITTEE PROTOCOL.


Indicate all relationships you have with Economical Mutual Insurance Company or its member companies. Check all that apply~

ii! I currently hold a mutual policy

D I am or \'\.'OS an employee, officer,or director of

Economical Last position

held: Date I eft: ---------

133


Econ.omical (e.g .. insurance broker} Nature of

relationship------------------

O I have some other director indirect relationship with Economicaf (e.g ... spouse or relative is employed by or has a relationship)

Nature of

relationship------------------

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"' • fl economical JOIN IN OUR FUTURE




lndicate all relationships you have v.tith other insurance companies (excluding holding a policy). C~eckafl that apply;

Insurance RSC DOMINION SECURITIES

134

!ii I am or \vas an employee, officer,or director of a no th er insurance company company ----------------------

D I have a business relationship with another ins ura ncecompa ny {e.g.,. insuranre broker}

0 I have some other director indirect ref a.tionship \'Vith another i nsuraoce company (e.g.1 spotJse or relative is

employed by or hos o relatiansNp)

O None

last position INVESTMENT ADVISOR held:----------


name of insurance

2003 Date left:

company: ----------------------


name of insurance

company:----------------------


Indicate any other relationships that may create an actual or potential conflict with Economical. Check alt that apply.

O f have a relationship with a person or entity that may consider or has considered purchasing th.; shares or a majority or the assets of Economical or its successors or assigns

O I have a relationship with a person or entity that is actingagainstor has an interest that is adverse to Economical

O l have another actual or potential interest that conflicts with Economical

Nature of

relationship: ----------------------

Nature of

relationship:----------------------

Nature of actual or


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Only cpmplete this form if you are an eligible mutual policyholder


Do you have any-0ther relationships that may create an actual or potential conflictwith the other eligible mutual policyholders as a group?


iii No

4. OTHER COMMENTS

Is there anything else you believe wou1d be relevant to your application for the mutual policyholder committee? (Attach odditioriol pages if necessary)

Please learn more about me at my Linked In profile below;

www.linkedin.com/in/rick-falbq-b5462618

5. SIGNATURE

Sy submitt.fng this Application Form, f certify that the informatiort I have provided here is true and complete. I also agree to adVise McCarthy Tetrault LLP, counsel to the eligiblemutual policyholders,ofanysignfficantchanges to this information as soon as poss·ible.

[·. I consent and acknowledge that (1) my name will be posted on Economical's demutualization website; (Z) I may be contacted by legal

counsel to the. eligible mutual policyholders; {3) this form or its contents may be shared with McCarthy Tetrault llP, Economical, and filed with the court {becoming public); and (4] if Economical 'determines such information .is relevant to the appointment of

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poi icyhol der committees or the demutua Ii zation process, persona! information a bout me 1 n Econom1 cai 's records may be shared with McCarthy Tetrault LLP and filed with the court {becoming publit). Such personal information may include policy details·, cf aims history, or any additional connections with Economical (e.g., employment hi story).

27-09-16 Date:

(Day, Month, Year)

[ The APPLICATION DEADLINE is October 24, 2016. Applications received after the deadline will not be considered.

L [

Submit your comoleted and signed application by email or mail to:

Sharon Kretchmar McCarthy Tetrault LLP Ema ii: [email protected] Mail: Suite 5300, 66 Wellington Street West

P.O. Box 48, TD Bank Tower

Toronto, ON MSK 1E6

r-L Please direct any questions to Sharon Kretchmar at the address above or by calling 1-877-244-7711x548114

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Contact Information

First name Craig

Last name Glynn

Your Login ID (see letter sent to you with the demutuo/ization notice) C0004480015

{dty or town)

Email



Listrelevant credentials and experience relatingto demutua lization, negotiations, business, and financial affairs or insurance: (e.g.,. financial services industry leadership roles; multi-party, high-value negotiations; corporate restructurings)

Degree(s)/diploma(s) and dates obtained OSSO grade 13 1982, Musicians Institute Los Angeles1984, Humber College not completed 1986

Professional designations (e.g. CA, CFA, FCIP}

Relevant employment

Employer l: Please see enclosed Dates:

Role description:

Employer 2: Dates:

J Role description:

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Employer 3:

Role description:

Employer 4:


Please see enclosed

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Dates:

Dates:

This'~ Exh/bft..._ c. - c.1:_.re,e179d to In 9

emdavlt or.b.J.a.A:.;: .. ;.'f'l~'E.~:..:ll..J..J.A..::... sworn before me, lhfs ..... ~. day ot .. N..DJ:

A COMMISSIONER fORTll<!Nl N'FIDA\1TS

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economkar JOIN IN OUR FUTURE

Only complete this form if you are an eligible mutual Policyholder

137

State reasons for applying to the mutual po!icyholder committee and why you believeyou can make a positive·contribution. (Attach L additional pages if ne~ry)

Please see enciosed

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lndicateall relationships you have with Economical Mutual lnsuranceCompanyor its member companies. Check .all that apply. r . . L iii ! currently hold a mutual policy

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I have a busrness relationship with Economlcal {e.g •. ;nsumnce broker)

I ha.vesome other director indirect relationship with Economical (e.g., spouse orrelative is employed by or has a relationship J

last position held: oa·te left; ----------

Nature of

refationship --------------------

Narure of

relationship--------------------

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[ ••• economical JOIN IN OUR FUTURE

[ Only complete this form ifyou are an eligible mutual policyhokter


I Your Relationsh/pswithOthetlnsuranceCompanies

L inditateall r.elationshipSyouhavewith other·insurancecompanies (excludingholdinga policy). Checkall that apply.

C D Jam or was an employee, officer, or director of Insurance

138

anQther insurancetompany company---------------------Last position

held: Date left: -----------I D I have a business relationship with another Na.ture of L insurance company relationship and

(e.g., insurance brokelj name .of insurance I~ compa11y:

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0 J have some other dlr<?ctor indirect Nature· of

[ relationship with another insurance relationship and company (e.g., spouse or relative is name of insurance employed by or has a relritioriship l company:

[ . Iii None

Lother Actual or Potential/nterests that Conflict with Economical

)'m:iieate any other relationships thaunay create an actual or potential conflict with Economical.·Check all that apply.

~ O I have a relationshipwith a person or

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entity that may consider or has considered purchasingtheshares or a rnajorify of the assets of Economical or its successorsor assigns

I have a relationshlpwitti a person or entity that is acting againstor has an interest that is adverse to Economical

I have another actual orpotentiaf interest that conflicts with Economical

Nature of

relationship:---------------------

Nature of refationship:

Nature of actual or

~~~~~~~~~~~~~~~~~

potentialconflict: ____________________ ~

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L ••• economical JOJN m OUR FUTURE

Only complete this form if you are an eligiblemutual policyholde·r

[ Other Actual or Potential Interests thotConf/ict with Other£1iqible Mutual Policyholders

Do you have any other relationships thatmaycreatean actual or potential conftictwiththe other eligible mutual policyholders as a group?

[ D Yes (please explain - attach additional pages if necessary)

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L 4. OTHER COMMENTS ~ . I • Is there anything else you -believe would be relevant to your application for the mutual policyholder committee? (Attach additional _ L pages if necessary) .

(please see enclosed

[ 5. SIGNATURE

·cw submitting this Aj>p!itation Form, I certify that the information I have provided here is true and complete. ·1 also agree to advise __ ~cCarthy Tetrault UP, counsel to the .eligible mutual polfcyholders,ofanysignificantchangestothis information as soon as possible.

r'-consent·and acknowledge that (1} my name will be posted on Economical's ®mutualization website; (2) I may be contacted by lega I l aunsel to the efigibfe.mutual policyholders;(3)this form or its contents may be shared with McCarthy Tetrault LLP, Economical, and riled with the court (becpming public); and (4) if Economical determines such information is relevant to the appointment of pof it\fhalderca.ntn!tt'..e-es Or the der:l'.,.'tt:aH-:aticil proc.e;s,.persol)al information aboutrne in Economicafs records maybe sharedwf th l -_JcC-arthy Tetrau.ft u.P and filed With the court {Oec.oming public). Such personal information may Include policy details, claims l.Jstory, or any additional connections with Economical {e.g., employment history).

L Appllcant's Signature: --~"'--'---'f-;$:"""--fj"--'A..,~. +--'il-'-'f'l""--"'--L~-. Date: __ /_1.-f~/~/_P _,_f_i_b __

{Day, Month, Year}

[e APPLICATION DEADLINE is0ctober24, 2016.Applications received after the deadfioewill ootbe considered.

Submit your completed and Signed app_lication by email or mail to:

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Sharon Kretchmar McCarthy Tetrault LLP Email:economica!@ma:artl!y.ca Mai f: Suite 5300, 66 Welfington Street West

P .0. Box 48, TD Bank Tower TorQnto, ON MSK 1E6

•f'asedirectany questions to Sharon Ktetchmar at the address above orhy calling l-877-244-7711,x548114.

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Relevant Employment

I am president of the following companies:

)> SPAR-Marathon Roofing Supplies. A division of Spar Roofing & Metal Supplies

Limited

> Canada Specialty Products, a division of Spar Roofing and Metal Supplies

Limited. )> Spar Roofing & Metal Supplies Limited

)> Wentray Holdings Limited

)> Sig-West Holdings limited

> 2401823 Ontario Int.

The businesses are roofing product distributors and manufacturers and industrial

property companies. I have been president for approximately 25 years. We have 11 operations in 3 provinces and employ approximately 200 people.

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I have signifkant experience in:

)> Supplier negotiations and relationship management

)> Customer negotiations and relationship management

)> Dealing with professional people (l. e. lawyers, accountants, bankers)

)> Dealing with various arms of the Government in 3 provinces and the U.S.A.

)> Dealing with employees and human resource issues

> Negotiating with landlords/property sellers

)> Rnances and investments

)> Acquiring businesses and properties

)> Courtroom and dispute resolution as a plaintiff and defendant

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)> I agree with the Board of Directors of Economical that it is in the best interest

of the company to demutualize. I wish to help move this process to the

conclusion.

)> I can represent the mutual policy holders eJfectivelywith professionalism,

intelligence and wisdom

/' )> I have significant experiem;e which can serve to facilitate the committee's role ,_ )> l understand agreements, negotiations and the difficulties that arise through

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)> J can devote the appropriate time and energy to this process.

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);> I've grown my business sales by a multiplier of approximately 20 times. I've

grown my employee count by a multiple of approximately 13 times. I am

successful because I understand how to get things done and work with people.

)> I am a stable, dear thinking person. I've been married for 25 years and have 2

children in university and one in high school.

)> Businesses that I atn the president of have insurance from many different

companies including Economical.

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POLICYHOLDER COMMITIEE FOR DEMUTUALIZA TION


144



Contact Information

First name Camille

, Last name -Guerin


Mailing address (city or town)

EmoU

Education and Relevant EmploymentHistorv

(province) · (postal code)

Ustreleva nt credentia Is and experience rel a ti ngto demutualization, negotiations, business, and fi nancl al a ff a lrs or Insurance: (e.g,. financial services industry leadership roles; multi-party, high-value negotiations; corporate restructurings)

Degree(s)/diploma(s) and dates obtained MTC at U of Western Ontario

Professional designations (e.g. CA, CFA, FCJP) Chatered Accountant FCA. FCPA

Relevant employment

Employer l: Johm Labatt Ltd. 1963 - 1983 Dates:

CFO in several subsidiaries and Controller of the Corporation when it was a conglomerate Role description: .

Canada Ports Corporation Employer 2:

1983 - 1989 Oates:

. . CFO I CAO of this Crown Corporation which was responsible to manage the larger Canadian sea ports Role description:

Cooperative Federee du Quebec Employer 3:

1989 - 1992 Dates:

I . . As CFO of one of the largest canadlan Cooperatives, negotiated the purchase of its largest competitors

Ro e description:

· St.John Ambulace (Order of St.John of Jerusalem) 1994 - 1997 Employer 4: · Dates:

I As CFO/CAO negotiated with the Boards of the PEI and N.S Councils and transferred PEI op, to NS

Ro e description:

Other relevant eMperience (Attach add/Uonal pages if necessary) *Canada Council for the Arts 1997 -1999. As CFO/CAO negotriated its first union contract *St John Ambulance 1999 - 2003.Returned to St.John Ambulance as a consultant to dismantle a Business Trus units and transfer the operations back to the Provincial Coucils after a serie of negotiation with each Provincial Councils National Association of Federal Retirees, Ottawa Branch 2004 - presently. Managing the Branch on a 3 day a week basis

Thli is Exblblf-. C.. -l '1)

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Only complete this form if you are an eligible mutua!J~olicyholder (

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J-2. RELATIONSHIPS WITH ECONOMICAL

lndicateall relatlonshlpsyou have with Economical Mutual lnsuranceCompanyor its member companies.Check all that apply.

[ ii I currently hold a mutual policy

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I am or was an employeer officer,ordirector of Economical

I have a business relationship with Economical (e.g .. insurance broker)

t have some other direct or indirect relationship with Economical (e.g., spouse or relative is employed by or has a relationship)

last position


Nature of

relationship --------------------

Nature af

relationship --------------------

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Only complete this form if you are an eligjblemutua! policvho!der


Yduf fle1of;l6nsf)ipswitJl Otherli1st1fa11.-e Companies

Indicate all relationships you have with other insurance companies (excluding holding a policy). Checkal! that apply.

D I am or was an employee, officer, or director of Insurance ~

another Insurance company company

~· last position IL held: Date left:

l' 0 I have a business relationship with another Nature of

L. insurance company relationship and (e.g., Insurance broker) name of insurance

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c relationship with another insurance relationship and company (e.g.,. spouse or relative is name of insurance

employed by or has a relotk>nship) company:

L• None

[ Oth<!i'Actual or Potential Interests thatConf!ict.WJtb Economical

!ndlcateanyotl)er relation~hlps thatrt'.aycreate anactua! or potential conflh:tYJith Econ!!mi£e!. Checl-:.ell that 2~ply.

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purchasing the shares ora majority of the assets of Economical or its successors or assigns

I have a relationship with a person or entity that is acting againstor has an interest that Is adverse to Economical

I have another actual or potential interest that conflicts with Economical

Nature of

relationship:-----------------------'-



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146

iii iii. . economical JOIN IN OUR FUTURE

Only complete this form if you are an eliIDble mutual policyholder

Other Actual or Potential Interests thatCanflid:with OtherE/iqib/e Mutual Policvholders ! L Do you have any other relationships that may create an actual or potential conflict with the other eligible


, .. D Yes {please explain - attach additional pages if necessary)

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L 4. OTHER COMMENTS

I~; Is there anything else you believe would be relevant to your application for the mutual policyholder committee? (Attach additional pages if necessary)

'--· .

'"r"Y submitting this Appfication Form> l certify that the information I have provided here is true and complete. I also agree to advise L~cCarthy Tetrault LLP, counsel to the eligible mutual policyholders, of any significantchanges to this information as soon as possible.

I consent and acknowledge that [l) my name will be posted on Economical's.demutualization website; (2) I may be contacted by lega I l'ounsel to the el i gi bl e mutual policyholders; (3) this form or its contents may be shared with McCarthy Tetra ultLLP, Economical, a n d Lied with the court {becoming public); and (4) if Economical determines such information is relevant to the appointment of policyholder committees or the demutualization process, personal information about me in Economicaf's records maybe shared with

L· !ccarthy Tetrault llP and filed with the court (becoming public). Such personal information may include policy details, claims

lstory, or anyadditionalconnections with Economical {e.g., employment history).

r ,.,. / 0_;./.~··-'-..,._... I Applicant's Signature:.:":"'~· ·. ~ ~ ~ .

14/10/2016

LI r"he APPLICATION DEADLINE is Oci:ober24, 2016.Applications received after the deadlinewill not be considered.

lubmit your completed and signed application by email or mail to:

[

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Sharon Kretchmar Mccarthy Tetrault LLP Ema ii: [email protected] Mail:Suite 5300,66 Wellington Street West


[•asedlrectany questions to Sharon Kretchmar at the address above or by calling 1-877-244-7711, x 548114.

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CAMILLE ANDRE GUERIN

CURRICULUM VITJE

A bilingual Senior Executive with over thirty years of experience in large multi business corporations, government agencies and registered charities.

Personal Data:

Profession: Chartered Accountant (FCA) (PCP A)

Languages: English and French (very fluent in both)

Education: McGill University, Montreal, Canada University of Western Ontario, London, Canada

Professional Skills/Expertise:

Operational, budgetary and financial controls over multi-divisional business centres, human resources management, negotiations, strategic planning, project evaluation, general management, business process reengineering, accounting, auditing and treasury management. ·

Work Experience:

Negotiated a 140 million dollar business merger with the largest competitor at CO-OP Federee which was followed by a second round of negotiations for the purpose of eventually buying the partners outright thereby making Co-Op Federee the largest factor in the red meat industry v.~th approximately 75% of the Quebec market.

Negotiated a 70 million dollar purchase of the largest Gompetitor of Co-Op Federee in the poultry business which gave Co-OP Federere approximately 70% of the Quebec Poultry business

Negotiated and integrated several acquisitions thereby raising sales levels from $900 million to $1. 7 billion and achieving approximately $20 million of annual savings from the synergy and rationalisation from the resulting enhanced operations.

Negotiated acquisitions in the USA. Negotiated a $25 million legal dispute out of US courts. Sold a subsidiary in New-York and purchased a plant in Iowa, USA.

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Negotiated several other smaller acquisitions for Co-Op Federee

Created a joint-venture with a French company.

Negotiated a $205 million government guaranteed bank loan for a subsidiary of a Government owned Corporation.

Lead the negotiation team from the employer at a conciliation meeting and oversaw the successful conclusion of negotiations of a first labour agreement with a newly organised bargaining unit.

As CFO, directed a financial group of 60 employees at head office in addition to being functionally responsible for a further 200 in the various subsidiaries. Played an active role as a permanent guest at Board of Directors meetings.

Assessed the viability of a registered charity in PEI, downsized it and subsequently transferred the operations to another affiliate after negotiating proper settlements with creditors and consulting with the respective Boards or Directors made up of volunteers.

Restructured the management information system so as to bring forward the various key business factors of each of the 20 different business units of Comparative Fedei:ee i.e. instituted a "dash board" for each of the 20 business units

.Human Resources.:.

Responsible for the finance, human resources and informatics departments at Ogilvie Mills, Canada Ports Corporation, St.John Ambulance and Canada Council for the Arts.

C.o-grdinated the downsizing at Canada Council thereby reducing staff levels by approximately 30%. Also, reduced staff levels at Ports Canada and Co-op Federee.

Co-ordinated a partial wind-up of a pension plan and recovered surplus contributions.

Treasurt and F'man:ce

At St John Ambulance dismantled St John Enterprise, a Business Trust set up to operate the business side of of the 10 provincial Council of St John Ambulance. And coordinated the transfer of all its assets and operations back to each provincial Councils.

As Controller of a multi-national corporation, co-ordinated the business planning process and

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monitored results of subsidiaries located in Brazil, Zambia, Israel, Trinidad and North America

Co-ordinated an initial preferred shares offering traded on the Montreal Stock Exchange.

Introduced the use of derivatives as a protective measure from rising interest rates.

Introduced financial .measuring tools such as cost of capital, pay-back, internal rate of return so as to assist in evaluating the merits of investments in capital assets and acquisitions.

Oversaw investment activities of a $280 million endowment.at Canada Council for the Arts

Was an active participant in the Pension committee of Co-Op Federee and St John Ambulance and monitored the performance of the fund managers

.Administration:

Reduced insurance premiums by $I million per year while improving the coverage at Co-Op Federee

At John Labatt, designed and introduced a commodity hedging reporting system to ensure that transactions on the commodity market were for hedging rather than speculative purposes.

J>ast.Employers

Canada Council for the Arts, Ottawa I 996-1999 . Chief Financial and Administration Officer.

Canada Council for the Arts is a Government owned Corporation dealing at arms-length from the government of Canada The Council distributes $120 millions of prizes, grants and awards to individual artists and arts organisations.

St. John Ambulance, Ottawa I 994-I 996 Chief Financial and Administration Officer. St. John's Ambulance, also known as The Venerable Order of the Hospital of St. John of Jerusalem, comprises I 7,000 volunteers. It is the leader in the field for providing first cid, baby sitting and other courses to Canadians.

Cooperative Federee du Quebec, Montreal 1989-1992 Chief Financial Officer. Cooperative Federee, with its 6,000 employees, supplies farmers with a wide range of goods and services needed to operate farms. It distributes petroleum products and also processes and markets various agricultural products such as pmk,.beef, poultry, dairy products, and vegetables . For the year 1992, sales were $1.7 billion.

Canada Ports Corporation, Ottawa, Ontario 1983-1989 Vice-President, Finance and Administration

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Canada Ports Co1poration is a government owned Corporation with a mandate to operate a system of 15 ports to support Canada's trade.

John Labatt Limited, 1963-1982 Director of Finance and Administration - Agri-Products Group, Montreal 1979-1982 Controller - Corporate Head Office, London, Ontario 1975-1979 Controller, Labatt Brewery, Montreal 1966-1975 Assistant Controller, Labatt Brewery, Montreal 1963-1966 John Labatt was an international company involved in a multitude of businesses mostly in beverage and food processing such as Labatt Breweries, Ogilvie Mills, Catelli, Delmar Chemicals, Laura Secord, Ault Food, Sealtest milk, Chef Francisco and many others

Post Retirement Employment (3 day a week basis) Managing Director of the Ottawa Branch of The National Association of Federal Retirees.

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•• l!

econ.omical JOlN IN OUR FUTURE


Only complete this form if you are an eiigibfe mtltual policyholder of Economical See the "Instructions for Completing Application for Policyholder. Committee" for assistance in completing this form.


Contactlllformatfan

·First name

Terence M ... Last name

Hannan Your Login ID [see fetter sent to yov with the demutua/ization notice)

C0001450301

Edlicntk!n and Relevant Empl6ytrii!!ilt-:Histdry


List relevant credentials and experience relatl ng to demutualization., negotiations, business, and financial affairs or insurance; (e.g,. financial seNices industry leadership roles; mu/ti-party, high-value negotiations; corporate restrueturings)

.Degree(s)/diploma(s) and dates obtafned

Professional designations (e.g. CA,.CFA, FCIP}

F.I.I.C.May 01,1065 & C.C.I.B. September 1991 Relevant emp[oyment

. Employer 1: .-.: Royal Navy - "---~- --· -------.-.. - Dates: --J.950 - 1953 . ~- --.-. ----. Role description:· ._Cad.e.t_ -,..---- _ -·-----·-.-·~-- --------·-··---·-- --- -··----·-. ----. ...,-,...,-

Employer 2: ...Londo1LMetr.o.politan. .Eolice. ___ .... ___ .. Dates: __ 195'.L=_l9.5!L ___ ·- --· ·--

Roledescrlptio'.h9ronto Metropolitan Police . 1956 - 1959 ·------ _____ , __ -- - ---·- -·---- --~·---------------~----. -----~

Police Officer Empfoyer3: ··---· ·-····---· ._. .... _ -~ .~ ... -- _ ---------··Dates::·------·---·---·_---·-- ..

Phoenix Assurance Company 1959 - 1965 Roledescription.: -·--· _...,,,._,_ ____ --·~---~-.-· __ ~--. ··- ___ ---··-~------ -----~---- _

Claims Adjuster, Underwriter Inspector

Employer 4: 4lreck1es-·'fusuranc:e-&okars-tcrt;- ------Dates: ~s-=-woeJ··-· ·· -·-----

Ro.ledescriptiOn: --··----·--· ----·~ ------·--·--Other relevant experience {Attach additional pages if necessary)

Reserve Army Officer 1960 - 1973

1

ACOMMISSIONER FORTN<INGAFFIDA\lflS

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Only complete this form if you are an elil!ible mutual policyholder

ReiiSbns tor Adplyinq

rntate reasons for app/yi ng to the mutual pollcyholder committee and Why you believe you can ma0e a positive contribution. ~ttach additional pages if necessary}

Please see attached

111. REIATIONSHIPS 111 ITH ECONOMICAL

Indicate all relationships you have fl!lth Economical Mutual Insurance Company or its member companies. Checl?lall that apply •

[XI I currently hold a mutual policy

O I am orrn as an employee, officer, or director of Economical

O I have a business relationshipra ith Economical IZf,g_ insurance lilroi!ler!ll

Ci I have some other director indirect reiatronshiprn ith Economical i;;e.g., spouse or relative is employed Eiy or

has a relatfonshipG

Last position

he1d;-----~----- Date ieft::

mature of relationship • I €Xplained to Shauvik Shah

and it was agreed that I do

not have a confl.ict of

interest raature of

relationship ~-~~~---~~~~~~....,.~~~~·

2

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Only complete this form if you are an eligible mutual .poiicyholcier

11J. OTHER RELEVANT RELATIONSHIPS

illOilrfletiitiohshifts'wit:n lllther!nfititatfce'Co'ttipanie.

Indicate all relationships you have Ill ith other insurance companies ~xcluding holding a policyrn Che~all that apply.

D I am or mas an employee, officer, or director of Insurance another insurancecompany company

' Last position

held: Date left:

D I have a businessrelationship®ithanother mature of

insurancecompany relationship and !?fo.g.1 insurance IZ!ro~rlil name of insurance

company:

D I have some other director indirect Ulature of relationship111 ith another insurance relationship and company !!e.g., spouse or relative is name of ins ura nee employed ~y or has a relationshipfl company:

D Jilone

I I 111 ther Actual or Potential Interests that Conflict with Econamical ,_

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Indicate any other relationships that may create an actual or potential conflictffiith Economical. Ched.?lall that apply ..

O I have a relationshiplllitha person or entity that may consider or has considered purchasingtheshares ora mallbrityofthe assets of Economical or its successors or l!lature of assigns relationship:

D I have a relationshipl'!Jithapersonor .entity that is actingagainstorhasan ~ature of interest that is adverseto Economical relationship:

O I have another actual or potential interest !Llature of actual or that conflicts lilith Economical potential conflict:

3

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••• economical r JOIN IN OUR FUTURE

Only complete this form if you are an .eligible mlituafpo!icyholder_

!ifthef.Actufi/ or Potential tntifrestst:hiitCanf/ictwith ~·thetE!iq~eMutual Poiicvlu:iiders

Do you have any other relationships that may create an actua I or potentia I conflictlllith the other eligible mutual policyholders as a grouplil

0 !Iles rfP/ease ~fain - attach additional pages if necessary)

D lllo

l?l. OTHER COMMENTS

Is there anything else you believe !1.1 ould be relevant to your application for the mutual policyholder committeelil®\ttoch additional pages if necessaryllJ

111. SIGNATURE

eJy submitting this Application !&>rm, I certify that the information I have provided here is true and complete. I also agree to advise McCarthy l!llltrault LLP, counsel to the eligiblemutual policyholders, ofanysignificantchanges to this information as soon as possible.

I consent and ac0noW ledge that (1} my name will be posted on Economical's demutualization website; (2) I may be contacted by legal counsel to the eligible mutual policyholderslIDBmthis form or its contents may be shared Iii ith McCarthy rmitrault LLP, Economical, and filed lilith the court fibecoming publicl'lland 1?1111 if Economical determines such information is relevant to the appointment of

policyholder committees orthe demutualization process, personal information about me in Economical's records may be shared with f\.1ccarthy !m:'!:rau!t !..LP and f!!~d l!lith the court libec:oming publicID !Iluch personal information may include policy details, claims history, or any additional connections IDith Economical ~.g., employment historylil

Applicant's Signaturei __ i'-'-. _k_-'"-'cQ'--"--'~"--'·""'-.;;;;..-':;__----Date~ ~~J-"-"(-'-'--6-'--<!__=-'W~~G(C J. CJ{ &:;

· · ·(111ay, Month, 11l:ar}

!Zlhe APPLICATION DEADLINE is October ii!ID!iIIDJl!ll. Applicati ans received after the dead! ine rn ill not be considered:

!llubmityour . .tomDleted.and Signed application by email or mail to:

Sharon Kretchmar McCarthy 11lltrault LLP Email: economicallll mccarthy.ca Maif;Suite lmllml!ml!:B iZI ellington Street !ti est

P .o. Box l!ll1Jllli0 Banlll Toill er TorontolilON Mll!K 1Elll

Please direct any Wuestions to Sharon Kretchmar at the address above or by calling 1ffiIDIW!l1:l!44Ffillll11 x ®41]114

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TERENCE M. HANNAN F.1.1.C., C.C.l.B. ECONOMICAL MUTUAL OTHER RELEVANT EXPERIENCE

1. I have been an Insurance Broker now for over SO years and therefore have considerable experience with Mutual policies.

2. In 1976, my Insurance Brokerage Breckles Insurance Brokers Limited, was a fast growing Insurance Brokerage with a very strong wnnection to Economical Mutual.

3. I purchased a home in that year and the Economical Branch Manager offered to me a Mutual policy on my home. At the same time he advised that there was a shortage of Mutual Policyholders and asked if I would recommend suitable homeowners. As near as I can determine over the next 34 years until new Mutual Policyholders' were frozen by Economical in 2010, I recommended between 50-60 assureds' for Mutual policies.

4. At the present time 28 Mutual Policyholders' or some 3% of the eligible Mutual Policyholders' receive their policies from me.

5. Since this demutualization started, in addition to the excellent information that Economical has put out, I have sent letters to these 28 members on concerns which arose from their Mutual policies.

6. The Mutual Policyholders' of Economical Mutual are an interesting group in the sense that Economical did not write high value homeowners. The houses they wrote were the detached homes, on hydrant within 10 kms of a fire hall. Over the years I have had a number of lawyers as clients including one past treasurer of the Law Society all of whom together with the accountants that I have insured, declined Mutual policies. The reason for this was the fact that

·you had to sign a "premium note" and there was a natural concern as to where the legal responsibilities could be stretched.

7. The final result then is that the Mutual Policyholders' of Economical Mutual would I believe tend to be middle class, mainly Canadian by birth though I do have a small group of 5 Mutual Policyholders' who were not born in Canada.

8. In my mind, I believe that average Canadians' are among the finest people in the world and these Mutual Policyholders' that I recommended to Economical would all fall into that category.

9. Since becoming a Broker for Economical in 1965 with one employee, through my growth in Breckles Insurance Brokers to 55 employees, I have attended every Economical Mutual Annual General Meeting with two exceptions. In both cases the missed meetings were beyond my control.

10. It is my personal opinion that the two committees being formed for the future of Economical Mutual must come to an agreement. This would clearly have to be a compromise and within reason I personally· would be prepared to make a compromise to achieve a result. My understanding is that if an agreement cannot be reached, that the Economical would simply go back to being a Mutual Company. However, as there is a strong possibility of value in a Mutual policy, how would they be able to appoint any new Mutual Policyholders'.

11. What Economical would be faced with would be a steadily shrinking number of Mutual Policyholders' which could have a serious affect on the future of Economical.

12. As you will have gathered from my relevant employment history, I am very much a senior citizen. However, I work over 40 hours a week, have a book of commercial insurance that I look _after with premiums in excess of $2,000,000.00. During the last 25 years I have only missed 5 days from work due to a concussion. It would therefore be my intent "if the good Lord is willing" to attend all meetings of the Committee and to seriously seek a solution equitable to both the Mutual and non Mutual Policyholders'.

156

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APPLICATION TO SERVE ON THE MUTUAL POLICYHOLDER COMMIITEE FOR DEMUTUALIZATION


157



Contact Information

Ffrst name Alan

Last name Harris

Your Login ID (see letter sent to you with the demutuaHzation notice) C0002359308

{street) (dty or town)

Email


(province) {postal code)

List relevant credentials and experience relating to demutualization, negotiations, business, and financial affairs or insurance: (e.gr jfnandal services industry leadership roles; multi-party, high-value negotiations; corporate restructurings}

Oegree(s)/diploma(s) and dates obtained

B.A. Queen's Unlversly, Kingston, Ontmlo. 1976 (major Geography) Professional designations (e.g. CA, CFA, FCIP}

C.l.P. Relevant employment

Employer 1:!_=~lcal M~l!l_lllSUran".!~~~----------- Oates: 1~~~ _________________ _

Role descri lion: Clalms SUpervlsor, Ullgallon Specialist, Head Olnca Clalms Analyst p ----------·---------·---·-·--·-------·--·-·---·-·-···--·---··-------·--- ··-·--·· -- . - ·-··-- - - .. -··

Employer 3:

Role description: ___ _

Employer 4: _

Role description:

Other relevant experience (Attach additional pages if necessary} I have been involved inthe settling of many high end, large claims through my experience at Economical Mutual Insurance and Gore Mutual Insurance. This experience is invaluable to negotiating with other parties and I am happy to add that most of these claims settled without the need to go to court. In addition to this, in my role as a Claims Supervisor, I had the opportunity to speak with many policyholders either by phone or sometimes in person. I was able to answer their questions and resolve their complaints quickly and to mutual satisfaction.

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Reasons for App/vinq

••• economical JOiN IN OUR FUTURE

Only complete this form .if you are an eligible mutual policyholder

158

[

l State reasons for applying to the mutual policyholder commi1teeand Why you believe you can make a positive contribution. (Attach additional pages if ne..--essary}

The rnsurance Industry has been very good to me over the last 35 years. It has supported me and my family very well during that time. Now that I am in retirement I have !he lime, energy and experience lo be involved in this demu!ualizalion process which is I history making and possibly a pattiway for other Mutual Insurers to follow. I would appreciate the opportunity to be able to

u make a difference and give back to an industry that has supported me for so very long.

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i 2. RELATIONSHIPS WITH ECONOMICAL _i . .

· lndicat<>all relationships you have with Economical Mutual Insurance Company or its member companies. Check· all that apply.

L ii I currently hold a.mutual policy

lr·· ii' 1 am.orwasan·employee, oflicer,.or directorof

·' EconomicaJ

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0 I _have a business relationship with Econ·omical (e.g_ insurance brokeij

L D I have some other director indirect rel ationshjpwith Economical

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{e.g., spou,se or relative is employed by or hos o relationship)

last position Litigation Claims Specialist Nov 2000 held: Date left:

Nature of

relationship ---------------------


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Only complete this form if vou are an eligible mutual policyholder


[ YourRefationships with Other Insurance Companies

Indicate all relationships you have with other insurance.companfe5 (excluding holding a policy). Check aUthat apply.

[ ii I am or was an empfoyeec, officer,ordirectorof

anoth~ insurancecompahy Insurance Gore Miltual Insurance Company

company ---------------------

[

[ 0 I havecl bµsiness·relation~hipwithanother insurancecompany (e.g., insurance brokerf

~ D i have some other dir.ector indirect

l~ relationship with another insurance .company {e.g . ., spouse or relative is

empfoyeiJ by orlias a reldlii:mship)

__ [ D None

Last.position Property Claims Supervisor March 2015 held: Date left:

Nature of reliations·hipand

name of in5urance Gore Mutual insurance Company company:---------------------

Nature of re!alfonshTp and

name of insurance Gore Mutual Insurance Company company: ___________________ ~-

[other Actual or Potential Interests that Conflict with franomical

J-nditateanyother relationships that may create an actual or potential .conflictv..~th fccnomfcal. ChedcalJthat apply ..

L D I have a relationship with a person or entity that may consider or has considered

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purchasing the shares or a majority of the assets of Economical or its successors or: assigns

I have a relationship with a person or entity that ls actingagainstorhas·an interest that is adverse to Economical

l have another actual or potential interest that conflicts with Economical

Nature of

relationship:---------------------

Nature of

relationship::---------------------

Nature of actua I or potential conflict:

3

~--------------------

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•••• economical' JOIN IN OUR FUTURE


Other Actual or Potenua! Interests that Conflict with Other Eligible Mutual Policyholders

Do you have any other relationships thatmaycreatean actual or potential conflictwiththe other eligible mutual policyholdersasa group?

160

l- 0 Yes {please explain - attad> additional pages ifnecess01y} Le .-~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

4. OTHER COMMENTS

[ Is there anything else you believe would be relevant to your a.ppJication for the mutuaJ policyholder committee? {Attach additional

_ pages if necessary)

[

[ 5.SIGNATURE

[

By submitting this Application form.., -l certify that the information I have provided here is true and complete. I also.agree to advise ~· McCarthy Tetrault UP, counsel to theefigibl.emutual poticyhalders,ofanysignificantchangestothis information as soonas possible.

,r consent and acknowledge that (l) my name wil! be posted on Economical's demutualization website; {2}·1 may be contacted by legal I counsel to1he eligiblemutual policyholders; (3) th_is furm or its contents may be shared with McCarthy Tetrault UP, Economical,;md L_fi"Jed with the court (becoming public); and {4) if Economical determines such information is relevant to the appoinbnent of

poUc:yhofdercommittees or the demutualization proC$:s; p~s.Qn~! ~n'formatlnnabrn ... 1!:~ !nEconomiceV5 records may be shared v.frt"'i

[.McCarthy T.ltrault UP and filed wlth the court {becoming public). Such personal information may include policy details, claims 1istory, or any additic;>naf connections with Economical {e..g., employment history).

~,al.~ [ Applicant's Signature: ~~~~~~,,...,,,... ..... ~--=~-----2' /o<t /21>1~ [ Date:

I • (Day, Month, Yearj

["'"APPLICATION DEADLINE is October 24, 2016. Applications received after the deadline will not be considered.

;:i.ubmit your comoleted and signed application by email or mail to: .

[

[

Sharon Kretchmar McCarthy Tetrault UP Email: economk:[email protected] Mail: Suite 5300, 66 Wellington Street West


. [ .. ease direct any questions to Sharon Kretchmar at the address above or by calling 1-877-244-7711 x 548114

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--. economical JOIN IN OUR FUTURE



1 6 1

See the "Instructions for CompletingApplication for Policyholder Committee" for assistance in completing this form.


Contact Information

First name Gary

Last name Hawton

Your login ID (see letter sent to you with the demutqa/ization nouce) gjhawton

Mailing address (street) (dty or town}

Education and RelevantEmployment History

(province) (postal code}

List relevant credentials and experience relatingto demutualization, negotiations, business, andfinancialaffairsor insurance: (e.g,. finanda/ services industry leadership roles; multi-party, high-value negotiations; corporate restructurings)

Degree{s)/diploma[s) and dates obtained Hons BBA 1987

Professional designations (e.g. CA, CFA, FCIP} CFA,CIM

Relevant employment . Present

Dates: Employer l: CEO, Hawton Consulting Inc._ -- -------. . Provide Financial Services Consulting to BAnks, Credit Unions, Investment Companies, etc

Role descnpt1on:. ----··--~----·--

· President, OceanRock Investments (Qtrade) 2010 - 2016 Employer 2: Dates:

Oversaw the operations of the mutual fund company Role description: --

Founding CEO, Meritas SRI Funds 1999-2010 Employer 3: -------- Dates: ----------------

Founded and grew Meritas into one of Canada's leading Responsible Investment Funds Role description: _______________ .-----·-------------,---------------------·------

Employer 4: Various other senior financial services roles 1987. 1999

·--------~---------. Dates: ----------·--·---- -----------

Role description:_ ··- . - --- - . ... ·---- -· . . .. ·-·· . - .....

Other relevant experience (Attach additional pages if necessary] Helped to negotiate the sale of Meritas to Qtrade which required significant negoliatig skills to ensure taht a fair and equitable result was achieved. Am credited with being the individual who brought Say on Pay to Canada as the sponsor.of the first successful Say on Pay vote which has now led to more than 160 Canadian companies accepting this vote as a best practice in the area of governance.

This"~ Exh" • (' - (\) 1 •tof/llle . emdavlt of,• \If A 11 " A I\ ' ( 1/1 .l\ l (J \ v

1 ~ ,,----sworn before me, this , --·-·"-day of ••• N..o:~r:e.~ ....... ~ .... 20.[a. ..

A COMMISSIONS'I FORTN<Ii'.G AFFIDA\ATS

[

[ Reasonsfor Applying


Only complete this form if you are an eligible mutuaf policyholder 2

162

State. reasons fOr applying to the mutual policyholder committee and why you believe you can make a positive contribution. (Attach additional pages if necessar)f)

[ I l:)eleive that the individuals on the ccimmittee are going to need a realistic approach to !his issue and an attitidue which says that a deal can be reached by looking for commonalitles between boll! sides.

My·education, business results, and e)(perience nego!iatlng with buyers or with boards of directors of public companies suggests that ! can be persuasiVe while acknowledging the concerns of both sides.

i L.

While ! am seen as a natural leader, I am often \fle last to speak and only when something has been left unaddressed in the discussion. I have no need to hear my own voice, just to hear and be part of a thorough discussion.

[

[

[

I L_ 2. RELATIONSHIPS WITH ECONOMICAL

.. [ Indicate all relationships-you have with Economical Mµtual Insurance Company or its member compan·!es. Check all that apply.

Iii I currently hold a mutual policy

D I.am or was an employee; officer,or director of EConomicaf

[

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Economical (e.g. insurance brokerj

[

[- D I have some other director indirect

relationsMp with Economica I (e.g., spouse or relative is employed by or

[ has a relationship I

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Last position he!d: Date·left:


---------~

------------------~-

Nature of

relationship--------------------

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. -·. - - --· . ·- ' . ---- ... ---

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economical. JOIN IN OUR FUTURE

Only tomplete this form if you araan eligible mutual policyholder

3. OTHER RELEVANTRE!.A.TIONSHIPS


Indicate all relationships you havewith other insurancecompanies (e•cludinghotdinga polity). Checkall that apply.

Insurance

3 163

D tamorwasanempfoyee, officer,ordirectorof another insurancecomp,my company---------------------

ii I have a business relationship with another insurancecompany (e.g., insurance broker)

0 I have some other di·rector indirect relationshit>with another insurance company (e.g., spouse or relcttJve Ts employed by or has a relationship l

0 None

Last position

held:---------- Date left:

Nature of relationship and.

name of insura·nce Consultant- FaithLife Financial" S.T. Contract company: ____________________ ~



other Actual or Potential Interests that Conflict with Ecanamica/

[ Indicate any other rela;:lonships thatmaycreate an actual or potential conftictwith Economical. Cbedcall that apply,

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O I have a relationship-with a person or entity that may consider or bas considered purchasingtheshares ora majorityofthe assets of Economical .or its successors or assigns

O t have a relationship with a person or enti.ty that is actingaga.instorhas an interest that is adverse to Economical


Nature of

relationship: ----''-----------------

Nature of

relationship:---------------------

Nature of actual or

potential cr;>nflict: ---------------------

3

------······· ----·-----··----- ---··-···· -- ------·-·· .. ·----

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economicaI JOIN Ill< OUR FUTURE


Other Actual or PotentiallntereststhatCGflf/fct with OtherEliqib/e Mutual Policyholders

Do you have any other relationshfps that may create an actual or potential conflictwith the other eligible

mutual policyholdersasagroup?

D Yes (please explain ~attach additionalpagesi[necessaf)'}

L l!i No

4 164

l~- 4. OTHER COMMENTS

Is there ailythfr1g else you believe would be r€1evantto your application for the mutual policyholder committee? (Attach additional pages if necessCfry)

I L

5. SIGNATURE ·

[ By submitting this Applicati<in Form, I certify that the information I have provided here is true and complete. r also agree to advise Mccarthy Tetrault UP, counsel to the eligible mutual policyholders ,ofany significa.rtt changes to this information as soon as possible.

. [I consent and acknowledge that (1) my narpe will beposted on Economical's dernutualization websit.e;(2j I may be contacted by legal counsel to the el-igiblemutual potlcyholders;(3)this form or its contents may be shared with Mccarthy Tetrault l.LJ>, Economical, and filed with the court (pecorrling public); an.d (4) if Econamical determines such information is relev;mt to the appointment of l policyholder committees orthe dernutuali;zatlon process, personal informationaboutme In Economical's reeords maybe shared with

- Mccartliy Tetrault UP and flied with the court (becoming public). Such personal infurmation may include policy details, claims history, or anvadditionatc~ns with Economical {e.g., employment histnryj.

[ Applicant's S"rgnature: nJ =-=> [ 18~ '=---

Date: ~f ~~~~~~~~~~~~~-

(Duy, Month, Year}

[The APPLICATION DEADLINE is0ctober24,2016.Applicationsrecervedafterthe deadlinewill not be considered.·

[Submit your completed and signed application by email or mail to:

Sharon Kretchmar

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McCarthy Tetrault LtP Email: emnomical@ma:arthy.ca Mail:Suite 5300,66 Wellington street West

P.O. Sex 48, TO sank Tower Toronto, ON MSK 1E6

Pleasedirectany questions to Sharon Kretdimar at the address above or by catHng1-877-244-771l,x548114.

[ 4

I: _________ . - -~-r---···-----··-· ----·- ·- ·- --- ---·----···-.----L '

·----• -- • + - •••H~

TAB 22

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APPLICATION TO SERVE ON THE MUTUAL POLICYHOLDER COMMITIEE FOR DEMUTUALIZA TION


165



Contact Information

First name Jiuliana

Last nam·e Hawton

Your Login ID (see Jetter sent to you with the demutua/ization notice) gjhawton

Malling address {street) {city ar lawn}

Phone {preferred) -Education and Relevant Emplovment History


List relevant credentials and experience relatingto demutualization, negotiations, business, and frnancl al affairs or insurance: (e.gJ_financial services Industry leadership roles; multi-party, high-value negotiations; corporate restructurings)


Professional designations (e.g. CA, CFA, FCIP} CFP, CIM, FCSI . •

Relevant employment

Employer l:_C_IB_C~-- 1986 -2015 Dates: _______ _

Retired as District Vice President St Catharines and Niagara Region Role description: -----·-----·--

Employer 2:

Role description: ___ _

Employer 3: ___ _

Role description: ___ .

Employer 4: __ _

Role description: Other relevant experience (Attach additional pages if necessary} .

As the DVP, I was responsible for overseeing 300 employees at 15 branches with multi million dollar budgets and aggressive gorwth targets. The target setting process each year was gruelling and will likely parallel some of what this committee experiences. Everyone needs to contribute to the discussion and eweryone needs ot leave the table feeling as though they reached a good decision. A perceived lopsided win by one party would jeopardize the entire process and outcome. I was also asked ot participate in several special projects due to my ability to think creatively and look for new solutions where there seemed to be stalemates or a lack of progress.

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ec. aicar .ti.FUTURE

Only complete this form if you are an eligible mutual colicyholder 166 Reasansfor Applying ·

State reasons fur apJ)lying to the mutual pol!cyholder comirJttee and why you believe you can make a positive contribution. {Atmch additional pages if necessary)

I strongly believe that !he individuals on this committee wiH need to be ones who are strong negotiators who understand that negotiation needs to lead to a resolution tr.at is acceptable by both sides. My experience at target setting with my peers and with direct reports suggests !hat l can be a strong asset on this committee as we work towards lhe end of a lengthy process.

2. RELATIONSHIPS WITH ECONOMICAL -1 · Indicate a II relationshipsyou have with Economical Mutual lnsuranceCompanyor its member companies.Cbedc.aO·that apply.

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ii I currently hold a mutual policy

D lamorwasanemployee, officer,orditectorof Economical

D I have a business relatl<>nship with Economical (e,g .• insurance broket')

O I have some other director indirect relationship with Economical (e.g., spouse or relative is employed by or has a relationship)

Last position

h~d:~~~~~~~~~~ Dateleft:

Nature of

relationship ---------------------

Nature of

relationship ---------------------

2

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econcmic'11'

Only complete this farm if you are an e!igib!e mutual i:iolicvholder

16 7 3. OTHER RELEVANTRELATIONSH!PS

Your Relationships with Other lnsurcm.ce Companies

Indicate a II relationshipsyou hayewith other insurance companies (exdudingholdihga policy). Ch&kall that apply.

rnsurance 0 I am or was an employee, officer, or dtrectorof another insurance:company companv ____________________ _

D I have a business ret·atlonship.with a nether insurance company (e.g., insurance broker)

D I have some other director indirect relationship with another insurance

·company (e.g. spouseor relative is employed by or has a rektaonship)

00 None

last position

held: ---------- Dati: left:



Nature of relatlonshipand

name of insurance

company'----------~----------

Other Actual or Potential lnterestrthatConf/ict with Economical

lndicateanyother relatioll~hipsthatmaycreate an actual or potential conflictwlth Economical. Check all that apply.

D I have a relationship with a person or entity that may rnnsider or has considered purchasingtheshares ora majority of the assets of Economical or its successors or assigns

D I have a relationship with a person or entity that is acting against or has an interest that is adverseto Economical

D l have another actual or potential interest thatcenfl;cts with Economical


~~~---~--~~~~~-~~

Nature of

relationship:---------------------

Nature cf actual or potential conffict:

3

---------------------

--- - - -- ----·--··· ·-· ---

3

[ JOIN -'RFUTURE 4

[ Only complete this form if you afe an e!t2 fole mutual policvholder

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Other Actual or Potential fnterests thatConflictwith Other Eligible Mutual Policvho/ders

Do you have any other relation.ships thatmaycreatean actual or potentialconfiictwiththe other eligible mutual poficyholdersasagroup?

O Yes (please explain - attoch additional pages if necessary)

~No

4. OTHER COMMENTS Is there an'lthing. etse you believe would be relevanttoyourapplication for the mutual policyholder committee? (Attach additional pages if necessary)

[ S. SIGNATURE By submitting this Application form, I certify that the information I have provided here is true and complete. I also agree to advise Mccarthy letrault UP, counsel to_the eligible mutual policyholders,of anysignilk:antchanges to this information as soon as possible_

[ ·--~·

r consent and acknowledge that (1) my name will beposted on Economical's dernutualizationwebsite;(2) I maybe contacted by legal .co~nsel to the eligible mutual policyholders;(3)thisform or its contents may be shared with McCarthyTetrault UP, Economical, and

[. filed with the court (becoming publlc); and {4) if Economical determines such information is relevant. to the appointment of

policyholder committees or the demutualizatlon process, personal informationaboutme in Economical's records maybe shared with McCarthy Tetrault UP and filed with the court (becoming public). Such personal informati.on may lndude policy details, claims

[ history, or any additional col\nections with Economical {e.g_, employment history)_

Appllcant's Signature: __ .,,{=t-')~+/~.J,...,M=~~~~~-----[ 180~16 '

[ The APPLICATION DEADLINE is0ctober24, 2016.Applications receivedaf"..erthe deadlinewi!I notbe considered.

(Day, Month, Year}

[ Submit your mmpleted and sigll<!d application by email ormailto:

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Sharon Kretdmta~ McCarthy Tetrault LLP Ema fl: econ om [email protected] Mail:SUlte 5300,66 WelHngton Street West

P.O. SOX 48, TD Bank Tower Toronto, ON MSK lEG

Pleasedirectany questions to Sharon Kretchmar at tt>e address above or by calling1-877-244-7711,x548U4.

4

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S\llf.D!IU: H- \11:T\'AL POLJCYHOLDF.R COMMITTEE Al'PL.ICATIOX FORW

••• econornical I JOIN IN OUR FUTURE


POLICYHOLDER COMMITTEE FOR.DEMUTUAUZATIOJIJ

Only complete this form if you are an eligible mutual policyholder of Economical See the "ln.s-tr~1c-tions· for Completing App1it"atio.n for Policyholder Co.n1mittee?"· for assistance i-n cor.npieting. this forn1

l. YOUR BACKGROUND AND QUALIFICATIONS

Co..!1l.J1.fl. Information_ I-· .. .-. ... ----·· ·- . .,.. ....... ---··. j First name Last: name

169

L_.EICi~4RD_______ -·-····-·· ·- _H()_BSON I Your LOgifi·jQ {se·e tette·r sent 'to .Y.D.il wirh the cfemutuolization n6titf') ·--,

i 1 - R !-('}HARD·· H.Q:BS.QM..... --· --· ·----· ..... .. ------ -- J I Mailing addres:;: f~tr:P" t (citi; nr ro.i,•1t1)·

[ Phone fprt•j1•rrf'd) 1

tmaff

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B.A. UNTVERSITY OF WESTERN ONTARIO 1961 L.L.B. OSGOODE HALL 1964 CALLED TO THE BAR OF ONTARIO 1966 APPOINTED QUEEN"S COUNSEL 1972

(posral code}

~

RECOGNIZED BY 1ilf'E LAW SOCIETY OF UPPER CANADA AS A SPECIALIST Iw:crVIL LI'.I'IGATION 19.88

PRESIDENT WATERLOO LAW ASSO.CIATION 1988 FORMER DIRECTOR ADVOCATES SOCIETY RETIRED FROM LAW 2001

COMPLETED A COURSE IN M.EDIATION (HARVARD)

This· iJ Exhibit. .... <;:"; 8-~ .... referre~ to ~n J{ls

affldavltof •• ~.~~~::::· •• sworn before me,lh~ ....... --dayot .. AloJ0M.'t?f.£ .20.lle.

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. . .. econ: 0::cal JOiN IN OUR FUTURE


Reaso_fJ.iJor Aoplyinq

State reasons for applying to the mutua! policy.holder committ.ee and v1hy you believe you can make a pos.itive contribution. Attach additio.naf pages if neces:s~ry~

r-1 SEE ATTACHED PAGES

' i !

---------------------- ____ __J


Indicate alJ relationships you have with Economi.cal Mutual Insurance Company or its member companies, Check a~I that ap_gjy

[1:. I currently hold a mutual policy

;__; Jam or was an employee, officer or dire.ctor of Economical

O I have a business relationship \vith Fconomical {e.g. insurance broke.rt

O I have some ether direct ot indirect relatjonship with Economical (~.g. spouse or·re.fative JS:employed by or

ha!> a retatianship)'

last position held: ·-------- Date left:

Nature of

relationship--·----------

Nature of relationship __ _

2

170

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Economical Demutualization

Reasons for applying to serve on the Committee for Mutual Policyholders

Biographical info. Richard Hobson

I did practice law in Ontario as an advocate for 36 years. During those years I undertook work in most fields of litigation. I had articled with Bell, Griffiths, Genest and Temple and after my call I joined McGibbon, Harper in Waterloo to establish a new litigation department. That continued for 14 years until 1980 when I started a nf'.w firm which, continued until I retired in 2001. The firm was then called Hobson, Taylor, Oldfield, Greaves, and D' Agostino.

My practice included a large volume. of insurance defense work. I did represent a number of major insurers including Royal and Cooperators but I never acted for Economical. Over the years I did developed a large plaintiffs personal injury practice as well. I also acted in many commercial and business disputes over the

years.

As alternative dispute resolution techniques developed I was pleased to use mediation to settle many cases. I studied mediation techniques through a course offered by Harvard. I have great confidence in alternative dispute resolution when required to avoid the delay and expense of litigation.

1 71

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It may also be of interest that the Law Society of Upper Canada did ask me to serve on their Practice Advisory Group. As such, over a period of years I did travel to many parts ofthe province to help other litigators to improve their methods. Lawyers who had poor management and loose discipline leading to complaints from clients or other lawyer as well as E&O claims needed friendly support to fix their work habits. That was satisfying work for me to advise them.

I had established a collegial decision making technique in our law firm. We developed a culture of management style that gave each partner an equal voice in the decisions and sharing of responsibility. I believe that helped to make us listen closely to each other and developed a strong team attitude. That background may be of help as the Policyholder committees meet to work toward completion of their mandate.

Finally I will mention that I have carefully studied the regulations and the court orders laying out the requirements for the task ahead. I have considered the terms ofsection 12 of the regulations and look forward to sharing some ideas on implementing the rules laid out.

I offer what I can to make demutualization happen in fairness and integrity to the interested parties and counsel on a timely course.

October 4, 2016

172

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•••• economical JOIN IN OUR FUTURE



!'rur Re/at ionship~l~!ith Other lnsuranc~ Comaanies

lr:i.d.icate all relationships ·vou have ,.-1ith other insurance companies (excluding holding a policy). hhecl;.JaU that appjy

0 : am or vJaS an employee, officer or director"of anoth~r ins_urance.t:ornpany

Ll. J have a business rela.tionship i.vith another.

insurance company

(e~g. irysuronce "broker~

o· J hav:e some other direct or indirect relationship with another insurance company {e.g. spouse or refative is employed by or hos-a refationsh;p}

Insurance

company

Last pos-it:ioo. held:

Na.ture of relationship· and

name of insurance

-company;::


name of insurance company:~

Date left:

------------------- ------- -


Indicate any other relationships l.hat may create an actual or potential conflict with Economical. Chec.k a!I that apply

C I have .a relationship \vith a person or

entity that may :consider or has con~idered

purchasing the shares or a majority of the assets of Econ0.mical or its successors or

assig11s

C I have a relationship with a person or:

entity that is acting against or has an interest that is adverse to Economical

[j I have another actual or potential interest

that conflicts \vith EconomicaJ

Nature of relationship: ____ _

Nature of

relationship: ------

Nature of actual/

potentia1 conflict: ------

3

173

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. . .. ecor, _ :Jical - FUTURE

Only complete thi_s fcrm if you are an eligfb.!e mutual policyholder

Other Act-1,Jaf or Potentio1Jnteri!st5 that Conflict v.rlU'i Other EJiaibJe f\.1utuo/ Poficybolders

Do you have any other relationships that may create .an .actual .or poten~ial conflict 1....,Jth the other f'ligible mutual policyholders as a group?

r· C Yes (p./e.ase explain). Attach additjonal pag~s if necessary.

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i , __ _ ------------- ---- ----------------------------- ----- - -

'X No_ •

4. OTHER COMMENTS

ls there anything else you believe "vould be relevant to your application for the mutual policyholder committee.? Attach- additional pages if nec.essary.

5. SIGNATURE

By submitting this Application Form, I cert~fy that the information I have provided here is true and complete. I also agree to advise [law fir,n), counsel to. the eligible mutual policyholders, of any significant changes to this information .as soon as possible.

I consent and ac1cnov1ledge tJlat {l) my name wifl be posted on Economical's demutualizn.tion website; {2) I may be contacted by legal counsel t0 the eligible mutOaf policyholders; {3} this·fbrm .or its contents may be shared with (law firm]; Economical and filed with· the court {becoming public); and (4} if Economical determines such informdtiqn is· relevpnt to the appointment of policyhoider committees or the derri:utualization p.rocess, personal information about me in Economical's records may b~ shared w.ith I1iilw firm} and filed with the -court (b~coming. public). Such perso~~J information may include policy Petails, claims history or any additional conneGtions with Ec-onomical {e.g. employm.ent history).

' --;,./ (l// Applicant's Signature: /,1.-~~~

Date: _____ ,. i; ·_O~ER. 4 2016 {Day, Manrh, reorj

The APPLICATION OEADUN£ is (DATij. Applications received after the deadline will not be coosidered.

Submit your compl.gted ..ind signed application by cma;I or mail to:

Please

Sharon Kretchmar McCarthy Tetrault LLP Email: [email protected] Mail: Suite 5300, 66 Wellington Street West P.O. Box 4-S, TD Bank Tower Toronto, ON M5K 1E6

!dress above or by calling [Counsel's phone number].

4

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TAB 24

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Only complete this form if you are an eligible mutual policyholder of Economical See the "Instructions for Comp I eting Application for Policyholder Committee" forassistance in completing this form.

1. YOUR BACKGROUND AND-QUALIFICATIONS

Contact Information

First name Barry Michael

Last name Hogan

Your Login ID (see letter sent to you with the demutuolizatian notice) C0000478857


Phone (preferred)



list relevant credentials and experience relating to demutualization, negotiations, business, and financial affairs or insurance: (e.g,. financial seNices industry leadership roles; multi-party, high-value negotiations; corporate restrudurings)

Degree{s)/dlploma[s) and dates obtained Bachelor of Arts (Economics) Trent University, 1994

Professional designations (e.g. CA, CFA, FCIP} CAIB, RISO Level 2 unrestricted Licence

Relevant employment

Employer 1, HUB International Ontario June 1, 2015 to Present Dates:------------·-··----------------

d President- Gamble HUB International Role escription: .... _ ........................ ········---------------·----·

1 Gamble & Associates Insurance ltd Sept 1, 1995 to June 1, 2015

Emp oyer 2: ·------------·----·----------------·---··· .. --.. - Dates:--------------·--.. ·········-----[ President - Gamble & Associates Insurance ltd. Ro edescrlption: ______________________________ , ________________________________________ _

I The Dominion of Canada General Insurance Company May 1, 1994 to Sept 1, 1995

Emp oyer 3: ··----···--·-······ ..... --···-·······-··---···--·-------·-------····- Dates:--·····---·------------------··········-··

d Broker Mentor Program - Claims and Underwriting Ro I e escri ptio n: __ ............. --·--------.. ·-------. ·----------------·-·- -·---------· .... ·---·------------------~----

Employer 4: ·····-·· ···--·---·--·--·--·--·--------·------· .. ··--. Dates: __________________ .

Role description:_________ ·--- .. _ -----·----- ·-------------. . --···-··---------Other relevant experience (Attach additional pages if necessary)

Gamble Insurance sold to HUB International June 1, 2015 - I joined the Executive Management Team of HUB International Ontario on June 1st 2015. I am a Shareholder in HUB International. I currently sit on the Economical Ontario Brokers Council.

Thli~ Exhlb/t c.- 6ll;I alfldavlt or.JU .

1

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••• economkai JOiN IN OUR FUTURE



Sta~e reasons for applying to the mutual policyholder committee and why you believe you can make a positive contribution. (Attach additional pages if necessary)

As a broker our organization has represented Economical Mutual for over 65 years. As a broker I want to see Economical continue to grow and be a successful organization in the future for it's clients and broker partners. I have been a mutual policyholder since 1999. My father has been a mutual policyholder since the 1960's. Economical was the largest insurance company represented by our brokerage (Gamble Insurance) for many years. I believe I can bring the view of a long standing insurance broker to the process. I was president of Gamble Insurance for approx 1 O years overseeing over 70 staff and 9 locations. I negotiated the acquisitton of a number of brokerages that were purchased by Gamble Insurance and also negotiated our sale to HUB International in 2015. I believe I can make a positive contribution to the committee as I have since the beginning of this process (from before Economical was aware that some mutual policyholders wanled demutualization) wanted to make sure that the best path for Economical is a path to make sure it continues to be a successful company into the future - keeping in mind that the bes! for the company in my view is to be able to compete with other larger insurance companies, and demutualizing is a key step to be able to do this.


lndicateall relationships you havewith Economical Mutual I nsuranceCompanyor its member companies. Check a.II that apply.


0 I am or was an employee, officer,or director of

Economical

IM I have a business relationship with Economical (e.g .. insurance broker)

O I have some other director indirect relationship with Economic a I (e.g.,. spouse or relative is employed by or hos o relationship)

Last position


Nature of Insurance Broker representing Economical relationship --------------------

Nature of

relationship--------------------

2

176

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Your Relationshios with Other Insurance Companies

Indicate all reiationshipsyou have with other insurancecompanies (excludingholdinga policy). Check all that apply.

D I am or was an employee, officer, or director of another insurance company

Insurance

company --------------------

ii l have a business relationshipwithanother i nsura nee company (e.g., insurance broker)

D I have some other director indirect relationship with another insurance company (e.g., spouse or relative is employed by or has o relationship)

Iii None

last position

held:----------


name of insurance 1n·surance Broker

Date left:

company: ---------------------


name of insurance company: ____________________ ~

Other Actual or Potential Interests thotConf/ictwith Economical

lndicatea nyother relationships that may create an actual or potentia I conflict with Economical. Check all that apply.

O I have a refationshipwithapersonor entity that may consider or has considered purchasingtheshares ora majority of the assets of Economical or its successors or assigns

O I have a relationship with a person or .entity that is actingagainstor has an interest that is adverse to Economical


Nature of

relationship:---------------------

Nature of

relationship:---------------------

Nature of actua I or


3

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•••• economical' :c:i: IN CUR FUTURE

Only complete this form if you are an elii;ible mutual policyholder

Other Actual or Potential Interests thatConf/ictwith Other Eligible Mutual Policyholders

- Do you nave any other relations hipsthat riiaycreate an acfilal orpbtential corifircfwith the.other ·e1rgibl e ·· mu tu a I poll cyhol ders as a group?

0 Yes (please explain - attach additional pages if necessary}

iii No

4. OTHER COMMENTS

178

Is there anything else you believe would be relevant to your application fqrthe mutual policyholder committee? (Attach additional pages if necessary)

5. SIGNATURE

By submitting this Application Form, l certify that the information I have.provided here is true and complete. I also agreet9 advise McCarthy Tetrault LLP, counsel to the eligible mutual policyholders,of !=lnysignificantchanges to this information as soon as possible.

I consent and acknowledge that (1) my name will be posted on EconomicaYs demutualizationwebsite; (2) I may be contacted by lega I counsel to the eligible mutual policyholders;(3)this form or its contents ·may be shared with McCarthyTetraultLLP, Economical, and filed with the court (becoming public); ·and (4) if Economical determines such information is relevant to the appointment of policyholder committees or the demutua ·zation process, personal information aboutme in EconomiC:al's records maybe shared with McCarthy Tetrault LLP and filed wit urt {b oming public). Such personal information may include policy details, claims history, or any additional connectio :ith E n ical (e.g., employment history).

Applicant's Signa~ure:

Day, Month, Year)

The APPLICATION DEADLINE is October 24, 2016.Applications received after the deadlinewi!I not be considered.


Sharon Kretchmar McCarthy Tetrault LLP Email: [email protected] Mail:Suite 5300,66 VJ"eUington Street'v"Jest


Pl ease di reel any questions to Sharon Kretchmar at the address above or by ca I Ii ng 1-877-244-7711, x 548114.

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179



Contact Information

First name Brendon

Last name Hunt

Your Login ID (see letter sent to you with the demutuaJ;zation notice) 0002151693

(street) (city or town)

Education ond Relevant Employment History


List relevant credentials and experience relating to demutualization, negotiations, business, and financial affairs or insura nee: (e.g,. financial services industry leadership roles; multi-parry, high-value negotiations; corporate restructurings)

Degree(s)/diploma(s} and date's obtained BA (Law) 1978 Professional designations (e.g. CA, CFA~ FCJP)

CCJB, 1979 CIB, 1982

Relevant employment

Employer i: Hu_n_t !".!ll_ra.!"~.~ro.l<!'!.-~l!l_et:_el. . SeeBelow

Role description: .. ---··-- -----·

Employer 2: .... ___ _

Role description:

Empt oyer 3: __ .

Role description:--·------~------· .. ---·-·--_

Employer 4:

Role description: Other relevant experience {Attach additional pages if necessary)

Dates: !9~~ to 2010 _ _ __ ..

&toQi(M ........... ..a ........................................... .

-- ACOMMiSSiONER F6Fit.oi<!Nc3 AFFIDA'ilTS

Upon obtaining my undergraduate degree in Law in 1978, I joined a small insurance firm which was originated by my father in 1955. I was responsible for growing the firm from $700k in annual billings to what amounted to over $62 million in volume which was generated via 4 multi-million ·dollar acquisitions including a joint venture with another large firm to provide underwriting and claims services to major carriers (including Economical). I incubated 2 start-up firms (Patterson, Hadden & Brown -and- Upper Canada Direct) and provid.ed a successful transition of ownership to the next generation prior to negotiating the sale of two brokerages to Johnson Inc. where I was retained for 4 years post-sale as a vice

resident of ac uisitions re ortin to the senior executive vice resident.

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Reasons for Apolyinq

State reasons far applying to the mutual poHcvholder commit'"..eeand why you believe you can make a positive contrioutioo. (Attach addwonal pages if necessary)

I feel that l possess both the experience and the expertise in n!3vigating and negotiating high-level transactions and have always sought out and arrived at positive solutions in challenging circumstances.

I have been completely retired from the insurance industry, but am youthful enough (age 60) tfr actively maintain an interest and high energy level for a project of this magnitude.

I am currently managing a.somewhat passive famfly portfolio of &-figure iliVestments and private· equity, end am fully able and Willing to .devote significant time and energy to this challenging project and can see it lhrough to successful fruition.

Thank you for your consideration.

2. RELATIONSHIPS.WITH ECONOMICAL fodic&te all relationships you have with Economical Mlt'..ual lnsu..anceComµany or its member companies. Check ant.hat apply.

ii! I currently hold a mutual policy

O I am or was an employee, officer, or director of Economical

O t have a businessrelationshipv,,1th Economical (e.g .• ir.surance broker)

O I have some other director indirect relationship with Economical (e.g., spouse or relatiile is employed by or

.~os a relatlottShip)

t;;st position

held: ---------- Date left

Nature of

relationship-------------------

Nature of

relationship-------------------

180

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Only complete this form if you are an eligible mutual pollcylwlc!er


Your Relationships with Other lnsuranceHCommmles

lndicareall 1·aationships you havevdth other insurance companies (excluding holding a po!i<;y). Olecl<afltltat apply.

lnso.rance

1 8 1

0 tamorwasananployee, officer,ordirectorof aaotber i'nsurance.compaay

C()fTlpany --------------------

O I have a business relationshlpwlth another insurance company (e.g, fnsururn:e broker)

O I have some other dtrector indfrect ret.ationshi pwith another ir:suranc-e company (e.g.., spouse or relative is employed by or has a relatfonsltipl

!iii None

lost position

held: ---------- Date left;

Nature of ~ationshipand

name of Insurance

company:---------------------

Nature of r"1ationshipand

name of i ns:urance companr. ____________________ _

Other Actual or Potential Interests tlwt Conflict witlJ Economical

Indicate anv other relationships that may create an actual or patentiat conflict with Economical. Check aff that apply.

O r have a relationship with a person or eritltv that may consider or has considered purchasingthesoares ora majorityofthe assets of Economicaf ortts;uccessorsor assigns

O I have a relationship with a person or entity that is actfr,gagainstor has an interest that is adverseto Economical

D I have another actua I or potentia I interest tfrat confllcts with Economical

Nature of

relationship:---------------------

Narure of

relationshipc: ---------------------

Nature of actual or

potential confli<;t: ---------------------

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economical

Onfy <:omp(ete this form if you are an eligible mutual po!it:vho!der

Other Aduafvr Potential Interests tflot Conflict with Other £Jiqib/e Mutual Poficvhaiders

Do you have any other relationships thatmaycreatean actual or potential coniHctwiththe Other eligible mutual policyholders.as a group? ·

O Yes (please explain - attach additionol pages if necesSr1ry]

ii No

4. OTHER COMMENTS

182

ts there an1<thing else you believe would be relevant to your application for the mutual policyholder committee? (Attach addwonol pages if necessmy)

5. SIGNATURE By submitting this Application Form, I certify that the information I have provided here fs trve and complete. I also agree to advise McCarthy Tetrault UP, counsel to the eligible mutual poticyliotda:s,ofanysigniflcantchanges to this information as soon as possible.

I consent and acknowledge that {1) my name will be·posted on Economical's demutuallzation website; (2) l may be contacted by legal counsel to the eligible mutual policyholders; {3) this form or its-contents may be shared with Mccarthy Tetrault UJ>, Economical, and fil!ld wlth tire court (becoming public); and (4} if Economical determines such information is relevant ro th" appointm$t of poHcyi'ioldercommlttees or the demutualltation process, persona.I inforn1'ltionaboutme lo fa;onomlcal's records maybe shared with McCarthy· Tetrault UP and flied with the court (becoming public). Such personal information may Include policy details, clatrr.s history, or ony additional connections with Economical (e.g., employment history).

Applltant's Signature: ~4 #n7-18!h, October, 2016

Date: -------------(Day, Month, Yeurl

Tue APPLICATION DEADtlN_.£ rs October 24,2015. Apµii,atlons rec.efved after the deadUne will not be.cons~dered.

Submit your comoleted and signed application by en1aH or mail to:

Sharon Kreti:fun•r Md:cnthy Tetrault !.LP Emalt: ewnon.-ricaf@mi;tartf'ty.~ Mail: Suite 5300, 65 Wellington Street W1>st . P.O. Bo~ 48, lU Bank Tower

Toronto, ON M5K 1E6

Pl ease direct any questfons to Sharon Kretchmar atthe address above or by ca fling 1-877-244-7711 x 548114

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APPLICATION TO SERVE ON THE MUTUAL POLICYHOLDER COMMlmE FOR DEMUTUALIZATION


183

See the "Instructions forCompleti~ Application for Policyholder Committee" for assistance in completingthis form.


Contact Information

Flrstname ~.t~//

, .. ,,, ,,


Ust relevantcredentials and experience relating to demutualization, negotiations, busf ness, and financial affa lrs or Insurance: (e.g,. flnondol services industry leadership roles; multi-party, high-value negotiations; corporate restructurings)

Relevant employment

Employer 1: _/f(q';() /.~ • ~#.'A'.r'fid£&/q-,1.~_ ,S~~ates: /.??:£ ~ 7-0/~

Role description: _. 4'u1:P. W?:: ~ 4,,_ 'P-4'.~ Employer2:ffi#~/,ds. ~,6~ljr' ,<T..J:)

Role description: ;11<~-u>-~r'?.:. _&11_;;r;w.c~ Employer 3:.

Dates: /?_~ - /99' 7

Dates: _

r Role description:

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Employer 4:

Role descri tlon: __ . Otherrelevant experience (Attach additional pages if necessary)

1

Dates:

1h1i Is Ellh""' (' --sJCJ) . refen&d to In th11

allldavltOf. ~~ill.f_,. sworn before m:. ..................... .. "ay o' f\ lo-f p '"~-~ ............ 20 • ../.(.Q Ui hd1~~HHN~.;.,~

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/iJ,,t! ,MY.SE/.~ ,,;fS µ,eL,l ',4#' 7""~ ~#:rd~~ ~,(/~/'.E! ./ ,,A'~/1~£P

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//AIAPt.,-A~ S'~ll/c.i;.r

""1 Y 4.HJ'/PA.s~ ttJ~ ffe#T# -G°/,f)"' /9'9'~-.:1 o/S.-·


lndicateall relationships you have with Economical Mutual lnsuranceCompanyor its member companies.Check all that apply,

~ently hold a mutual policy

O lamorwasanemployee, officer,ordirectorof Economical

D I have a business relationship with Economical (e.g •• insurance broker)



~~~~~~~~~

~~~~~~~~~~~~~~~~~~

! D I have some other director indirect

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hos a relationship) Nature of

relationship

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[ : Your Relationships with Other Insurance Companies

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Indicate a II relationshipsyou have with other insurance companies (excluding holding a policy). Check all that apply.

0 I am or was an employee., officer, or director of another insurance company

Insurance

company ~--------------------

D I have a business relationship with another insurancecompany (e.g., insurance braker)

D I have some other director indirect relationship with another i nsura nee company (e.g., spouse or relative is employed by or has o relationship)

~one

last position



name of insurance

company:~------~-------------


name of insurance

compan~---------------------


lndicateanyother relationshipsthatmaycreate an actual or potential conflict with Economical. Check all that apply.

O I have a relatlonshfpwitha person or entity that may consider or has considered purchas I ngthes ha res or a majority of the assets of Economical or its successors or assigns

O I have a relationship with a person or entity that is acting against or has an interest that is adverseto Economical

O I have another acttial or potential interest that conflicts with Economical


Nature of relationship!


3

~---~----------------

------~-----~----'---~-

~--~~~~---~~-~~~-

185

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oee ecor :· ":rtical JOifl! [t{ OUR FUTURE

Only complete this form if you are an eligible mutual poficyhok!er

Other Actual or Potential Interests that Cont/id with Other Eligible Mutual Policyholders

Do you have any other relationshipsthatmaycreate an actual or potential conflictwiththe other eligible mutual policyholders as a group?


4. OTHER COMMENTS

r~ Is there anything else you believe would be relevant to your application forthe mutual policyho.lder committee? (Atwch additional pages if necessary)

C- ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

I L~

L 5. SIGNATURE ~·- · By submitting this Application Form, I certify that the information I have provided here is true and complete. I also agree to advise . r ~ McCarthy Tetrault llP, counsel to the eligible mutual policyholders,ofany significantchanges to this information as soon as possible.

[..,; I consent and acknowledge that (1) my name will be posted on Economical's demutualization website; (2) I may be contacted by lega I

-

1

o.counsel to the eligible mutual policyholders;{3)this form or its contents may be shared with McCarthy Tetrault llP, Economical, and filed with the court (becoming public); and (4) if Economical determines such information is relevant to the appointment of

\......--:-'policyholder committees or the demutualization process, personal information aboutme in Economical's records maybe shared with . McCarthy Tetrault UP and filed with the court (becoming public). Such personal information may include policy details. claims f ·,history, or any additional connections with Economical (e.g., employment history).

~' ._,, __ , 4L~ Date: __ 7~y/'-'--'/t7-r-/.-=z.=a.'J"-'"£~

(Day, Monlh, Year) r-~

The APPLICATION DEADLINE is October24, 2016.Applications received after the deadline will not be considered.

lsubmityour completed and signed application by email or mail to:

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Sharon Kretchmar McCarthy Tetrault LLP Email:[email protected] Ma ii: Suite 5300, 66 Wellington Street West


?leasedirectany questions to Sharon Kretchmar at the address above or by calling 1-877-244-7711,x548114.

f 4

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Kretchmar, Sharon J. I _,,. ____ .._,,.,,...,,----------~· ._.,,.,.,,.~J:!.:~,,.,,, .. .,.,.-.... _~~---~-==------~ l"L· -

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From: Sent: To: Subject:

Ralph Hunter Tuesday, September 27, 2016 3:05 PM Economical Economical mutual policyholder committee

i. I would like to express my interest in sitting on this committee.

l ... ' My past involvement in business and community affairs is as follows; President Hunter Insurance Brokers Inc. 1959 to 1997

_ • President Hunter-Gray Financial Services Inc. 1994 to 2015

l . Past Chairman and Board member of Mississauga Living Arts Centre 1995 to present .' Past Vice Chairman of the Peel Regional Police Services Board 2003 to 2008

Past President and member of The Streetsville Rotary Club 1959 to 2016 ['' Past President and member of The Mississauga Safe City Board 2011 to present ,• '~

As an insurance Broker I represented The Economical Mutual Insurance Company for nearly 40 years. I sold my J • .. brokerage to Mainway Insurance Brokers in 1997 and they operated as Mainway Hunter Creighton Insurance Brokers to I • L, 2015 when they sold the company to Dalton Timmis Insurance Brokers. During all of the ownership changes they still

represent the Economical Insurance company.

[ During my tenure representing Economical .I arranged for the following Mutual policies to be put in place;

Murray Chisholm 1·· Antonett Ferlito ( .• William Lynes

Debbie Marr

I·-· June McDonald ~Rick McDougal/

Joan Zardo i · Ralph Hunter L Lou Pinare/16

Dave

l. I am very aware of the benefits and risks of company shares as that has been my primary business over the past 20

years.

)-1 feel my business and community work have given me the experience required for this committee. \,'

,.Ralph Hunter \ c, .• Res: j Bus: ··Cell:

Email:

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econornica! ! JG~N IN OUR ftfPJf::£. . I

A!'PUCA TiON TO SERVE ON THE MUTUAL POUtYHOlDER COMMITTEE FOR DEMUrUAUZA T!ON

Only complete this form if you are an eligible mutual ooiicvholder of Economical See the "Instructions for Completing Application for Policyholder Committee" foraSsiStance in compieting this form.

1. YOUR BACKGROUND AND QUAL!FiCATIONS

Contact Information

I First name I Last name i\IVi!liam {Bill) Kirk1and

t-Your Login ID (see Jetter sent ta y_o;; ·l!;ith t:ie de:nutiJaiizatiof! noticE') j C0002482193

street} (dty or town) (prrntince} (postal code)

I Email

Educatlon and Relevant Emofovment H°Istorv

Listr.::le-Jant c:redentiats and ~.xperience re!atingto dernutualiza-tlon, negotiations, business 1 and financialaffsirs or insurance: (e.g;. finondal services industry leadc.-rship roles; mufti-pcrty, high~valuenegotfotia!ls; corporate restrvaurings{

\ Degree(s)/diploma{s) and datescbtained Grade 13-1968

Professior.a! des1g."'lations (e.g. CA, CFA, FCiP}

Relevant employment ,... 1 Econoinical Mufual i:mp, eyer ;_;

Claims Rep Role descriptiqn:

Morden and Helwig F.mp!cyer 2:

Ro:e descriµtlon: .l\djuster

, V./inds'Jr Adjus!in·g

I. Fn-tployer 3:

Adjuster Role des::ription:

Economical Mutuai Employer 4:

Adjuster ! Role de>.sc;!ptioi~:

Other relevant experience (Attach additkJnaf pogc"S if necessor'y')

1983-2012

1978-1982 Dates:

Dates:

1972-iS76 Dot-es:

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Reasons fo.r App!vina

• $ $

economical JOIN IN OUR FUTU1'E

State r.easons for appl.ying to tl-i? mutual policyholder committee a.n;CI why you be!i eve you can make a positive contribUtJon. {AtmdJ at!ditiOnai pages if necessary)

I, Am retir.ed and have the iime. H'1Ve Spent my v~Orkfng Cg(.eet'.-fust Shy of 39 years ... negotiating settlemenis directly vJith Claimants, Solicitors-and use Of Mediation. ·

L 2. RELA TlONSHIPS WITH ECONOMICAL

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11"id'-icateall r.ef.atior.-shipsyou havewith Economical Mutual lns1.1ran.ceCompanyor its m~mber companies. Check aft-that apply.

ji! I currently ho!da mutual policy

iif I am or V';as an -employee, offi.cer, or direct::ir o.f tc.o.l":om!caT

:1 i have a businessrelat!onshipwfth 8:onomfca! {e,g:. insurance bro~er')

[j i hevesome other director indireCt r:eiationship \.¥ith Economfcal {e.g., spouse or reja;Jve is employed by or

has a refatiMsf-rip)

last position C1aitns Rapresentattve · May20i2 held~· -----------~ Dote left:·

Nature of

retatioriship ----------------~------

Nattir€ of

relationship -----------------------

2

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" .. ,. economical JOIN IN OUR FUTURE

Only complete this form if you are an eligible mutual ;;olicvhdde;;

3. OTHER RElEVANTRH.ATICiNSH!PS

Your Re!atio.nships wft:h Other f{l.sarcmce Comoanies

!ndi·cateaJJ. retat!Onshl"psy.o.o have\vith other jn.sura'oc:ec:Orhpanies-{excluding heJCing:a poHcy}. Ch~CkaH that apply.

0 I am orv.ia~ an .empJovee~ offtCer~.or·dira::t?'rof another tns.uranceDonipa.ny

iflSurahce

t6mpany ~---------------------L?st position

0 l he'\rea bt1::.-iness relatic.nsh!pwifhanothar

i 1is'ura nc-et:omp-any {e.g.~ ii'!sutance brnkerj

0 i .have some .other diiect.cr inaire.c:t relationship t"lithanottierJn:surdnte cvmpdn)'. [e.g., spouse·orrelative ls e.mpJoyed by ot has & rela"!iahshipj

held: -------~--~ Date ieft:

Na't\lre of

r.erattonship a.nd na-·me of i n-sura nee

company: ~----------------------

N2tl!fe of rBli:itionsAip and

name of ins Ura nee

i:ompa-ny: -----------------------

-[~ ii] None

[ Other Actual or Potential Interests thatCor>flictwith Economical

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!ndic:atean'{other t'e!ationshiPs th~t<rla¥cr-6ate. an actual or potentiai conflict.with Econom1.ca1. Check alithat appiy.

fJ I have.a relationshipv.titha person or entity that ma:y ccnsid.eror ha·s cons~t!er'ed purchasingthesh?res Ora cr.aj-orityofthe assets of Ecoi1cmicaf Gr its -sudcessars'"Or as·sigr.s-

n I have-a relaticnshipwith-a.personnr entity that is actingagainstor·has an fnteresttf:iat i~ adv~seto Economical

! . .J l haveanotf;er actual or poteritial interest th2t conflicts •t.:~thEtonomic.ai

Na"t;l!re of

re!ationshlfl: -------------~---------

Natur.e vf

relationship: -----------------------

Natur-e of actuaJ or

~tential conflict: -----------------------

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.. w ., economical JOIN fN OUR FltTURE

Onfy ccmplete this· form if you· ar-e an e:Ugib!e mutual ooih:yholder.

OtherAclua/ or Potential interPsts thatConfHetivith .Other Eliaible fv'iutual Policvhalders

bo you have a My other·rele.tivri.Ships-thatma-ycr-eatecn actuaf or potential confiktw/ththe other eHgib!.e

niutuSi poiityhofcl~rsas a.group?

[] Yes {please explofn - attr:rcb addff.fonril pages if necessary)

iii No

4. OTHER COMMENTS

is there· anyth7flg els<;! yqµ be!i"~e •.Vpuf d G-e rel.evantto your dppllca.tion forth-e rrurtl..!al poficy.ho!der .committee? lAttadJ additionat pages if n.ecessar-y)

I I hav<> an Au!Q Policy with Economical Select

5 .• SlGNATURE

By sttbmi.tting this AP.plication .For~ I certify that the infcrmati0r. I h.ave pr-ov.i(!e.d here i·s true and complete.! a!Sb agt.ee to :advise rvttcarthy TetraU!t LL?, couns.e.! to the eli~ib'le mUtuai. po!it'tfiOlders, ofanysig'nlficantchan~es to this iJtformationj:!S soon as' possible.

1 c:on:sent.and acknowt·edg.e that (1] my name wH! be posted ;;in ECOpomicaJ's demutuaj i~tion w.ebsite; (11 r may he contacted by iega t counsei to the elig_!b~em.utu~rJ poHcyholders;{3)this form or itscGntents may be·share<fwi~h.McCarthyTetrault [iP, Economica1, and filed with fue c:ourt (Pec.oming .public}; and (41 if Economical determines such information is rel-evant to t'1e appo'infrnent of p.oHcyholdercommittees· ortf:!e demutuaHzation procc;ss, personal information about rne fn EcontHT1ical~s rer..ords rnay be·sliared~fith McCarthy Tetrault LlP. and filed \"Jit.J.i the c.nuft (becoming pubHc}·. Such ~rsonal information mayinclude policy detaiJs,.claims history, or anyadditionalconneEticns with Economical {e.g., anploymei,~ history).

Applicant's Slgnatur~ d,J&'-" . ~t Date: /.f' ~ 6 / -l w/ (,.

(Day; Month,, Yearj

The APPLICATION DEADLINE ls October 24, 2016'.Aµp!ications received after the deadl:newi!I not be considered.

St.!bm! t your romp!eted ond signed c. pp! i cati :i.n by ema i ! or ma.ii to:

Sharon Kretdunar f-1.'CCarthy TEtrC!uit LLP Ema1 i: eco'[email protected] Mail:Suite 5380,GS Vi!ellington Street \A!~st

P.O. BC* 4'8~ TD Sank Towei' Toronto, ON l'vi5K !E6

Pi ease di reef.any ques tio.ns to Sharon Kreti'.hniar at the address above or by ca f! i ng 1-877-244--7711, x 548114.

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••• econorni_cal JOIN INOURFUTURE

APPLICATION TO SERVE ON THE MUTUAL POLICYHOLDER COMMITTEE FOR DEMlJTUALIZATION

192

Only complet:e this form if you are an eligible mutual policyholder of Economical See the "JnstruGtions forCompletingApplication·for Policyholder Committee" forassista nee in completing thi>fwm.


Contact Information

First name· Wayne

Last name Koning

Your Login ID (see letter sent to you with the-demutualizotion notice) C0001985.728

Mailing address (street) (City or town)

Phone (preferred) -Education and Relevant EmploymentHistory

{province) (postal code) • -List rE!leva nt credentials and experience rel.a ting.to demutua I izati·on, negotiati ons 1 business, and fi na nci-al affairs.or i ns-urance: (e.g,. financial servites industry leadership roles;. mu/ti-party, high-value negotiations; .corp.orate restr;ueturings)

Degree(s)/diploma(s) and dates o)>tained BSc(Agr.) EGOnOmics Major 1966 Univer.sity of Guelph

. PrCife-ssi"onal designations (e.g.--CA1 CFA~ FifP)

none.

Re·feva·nt employ!l·rent

Employer l: BMO Nesbitt Burns-_Toronto _ 1985-2005 Dates-: ·

Vice-President, Investment Advisor Registered Representative (U.S.A.) 1999-2005 Roledesc_ription:__ .. _____ --.---·- ----··- ~ -· --· --------------

Dow Corning Canada- Mississauga Employer 2: . ____ ___:. _______ ·. -------···-·-·-------.

19.76-1985 -·-·-------- Oates:------------·--

Ma hag er of Consumer&. Construction Product Business Role description: ________ ,. _ --·--- ·-·- __ _ - ______ ···------·-----------

· Dow Corning Europe- Brussels Employer 3: . . · · .

General Manager of Medical Products Business Role description:

Dow Corning Corp.- Chicago Employer 4:

1974-1976 Dates:

1973-1974 Dates:

Midwe.st Regional Sales Manager- Medical Products Business Role.description:._____ _ ___ -----· . _ __ ____ __ _ __ _ __ . __ ·---Other relev:ant exper.ience. (Attach adc/itional pages if necessary) Employer 5: Dow Corning Corp.c Midland, Michigan

Role description: Product Manager- Medical Implants & Devices

Employer 6: Dow Corning Canada- Toronto

Role descr.iotion: Sales Person- Medical Products

1

Dates: 1968"11373

Dates: 1966-196_8

....,,.,.!. - <~• ('._- & 'K' In r~ ••a

allldav1tot. t>Iaro6 :f:.. .. W~J~ io7.:~.._~t5. ................... ...

'~~~~,.;.:_ .............. 20 •• LW..

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. •· •. economical. JOIN IN OUR FUTURE

Only complete this form ifyou are an eligible mutual policyholder


State reasons for applying tc:> the mutual policyholder co111mittee and why you believe you can make a pos-itive contribution. (Attach additional pages ;/necessary}

*My wife and I are joint mutual policyholders for 36 years and have exercised our voting rights annually since 1980.

*Have attended 5 of the last 6 AGMs and the special meeting.

*Have studied all documents pertaining to demutualization since 2010.

*Made a submission to the Federal Government during the consultation phase and another submission following the. · publication of the draft regulations.

• Corresponded by phone and e mail with Karen Gavan and John Bowey during the past 5 years.

•Corresponded by letter with the H.onourable James. Flaherty and thereafter the Honourable Joe Oliver questioning the excessive time delay prior to the pubfJC:ation o.f draft regulations.

*Would describe my,siilf as wiill org.anized,meticulous·,effective listener.quick lea.mer, team player, tenacious.conciliatory.

*I fuUy understand the mandate for both committees and I have a very keen interest and genuine commitment to participate in the mutual policyholder committee tg ensut-e the demutllalization gf Economical .•


Indicate all r.elationshipsyou have with Econemic.al Mutual Insurance Company or its member co.mpanies.Check all that apply.


D I am or was an employee, officer1 0.r director of

Economical

D I have a business relationship with Economical {e.g_ insurance broket}

O I have some other director indirect relationship with Economical (e.g., spouse or relative is employed by orhas a relationship)

last position

held: ---------- D.ate left:.

Nature of

relationship --------------------

Nature of

relationship --------------------

2

193

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l

. .. . economkal JOIN IN OUR FUTURE



Your RelotionshipswithOtber Insurance Com ponies

lndicate·all relations.hips you have with other insurnncec;ompani.es (excludjngholdinga policy). Checkall that apply.

0 I am or was an employee, offiter, or director of Insurance



0 I have a business relationship with another Natur.e of

insurancecompany relationship and (e.g., insurance broker) name of insurance

company:

0 I hav~ some other director indirect Nature of rel.ationship with another i"nsurance relati.onshipand company (e.g., spouse or relbtive is name-of insurance employed by or has a relationship) company:

!iii None

[ Other Actual or Potential Interests th at Conflict with Economical

l r I L

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lndicateanyother relationships t-hatmaycreate an actual or potential conflict with Economical. Check all that apply.

D I have.a rel.ationship-with a person or entity th_at may consirler or has considered purchas·ingthe·shares ora majorityofthe assets o.f"Economical or its successors or assigns

D I h.avea relationshipwitha person or entity that is actingagainstor has an interest that is adverseto Economical

O I have another actual or pot~ntia/ interest that.conflicts with Economical


Nature of

-------------------~

relationship: ----------------------

Nature of actual or


3

194

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Other Actua/.or Potentiollnterests that Conflict with Other Eligible Mutual Policvholders

Do you have any other relationships thatmav. create an actual or potential conflict with the other eligible mutual p.oficyholdersas a groupi' ·

D Yes (please explaitr - attach additional pages if necessary)

iii No

4. OTHER COMMENTS

Is there anything els·e y:ou believe would be relevant to your application for the mutual policyholder committee] (Attach additional pages if necessary)

In early 2011 before the AGM I was one of the dissident mutual policyholders who signed the proposal by VC & Co. after the minimum 100 Was reached. I did n·ot sign the fee agreement and therefore was not included in regular communications from VC & Co. following the 2011 AGM. (see attached page OTHER COMMENTS)

5. SIGNATURE

By submitting this· Application Form, I certify that the information I have provided here is true and complete. I also agree to advise McCarthy Tetrault llP, co·unsel to the eligiblemutual policyholders,ofanysignificantchanges to this i'nformation as soon a·s possibie.

I consent and acknowledge that (1) my name will be posted on Economical's demutualization website; (2) I may .be contacted by /ega 1

,-. counsel to the eligil:rlemutual policyholders; (3] this form or its contents may be shared with McCarthy Tetrault U.P, Economical, and L filed with the -court {becoming public); and (4) if Economic.al" determrnes such information is relevant: to the appointment of policyhol"dercommittees or the demutualization process, personal information about me in Economical's records may be shared with McCarthy T€trault LLP and filed wi"tfl the court {becoming public). Such personal information may include policy details, claims·

[ history, or anyaddftionaf connections with Economical (e.g., employment history).

[

Wayne Konl'ng DigitaQys!gnedbyWayrieKonlng · . D'1eo2016.09~8'1'<3'01-04m'

Appli('.C!nt's Signature.: -----------------

28/09/16 Date: -------------~

{Day, Month, 'fear)

The APPLICATION DEADLINE is October 24, 2016.Appl i cations received after the dead Ii newil I notbe considered.

[ Submit your completed and signed appl_ication by email or mail to:

[

r L

I

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Sharon Kretchmar McCarthy Tetrault LLP Ema i I: economic:[email protected] Mail: Suite 5300,66 Wellington Street West

P.O. Box 48, ID Bank Tower Toronto, ON MSK 1E6

Please direct any questions to Sharon Kretchmar atthe address above or by calling 1-877-244---7711,x 548114.

4

195

r· I ;_

r 1 9 6 "'--

r- 4.0THER COMMENTS l_ Experience Summary;

r L 20 years sales/negotiating experience in the financial services industry with BMO Nesbitt Burns

[

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l ,--L

··[

• Licensed in Securities, Options and Life Insurance in Canada

• ·Licensed by NASD as Registered Representative· in U.S.A. to handle Canadian accounts of U.S. Residi:nts

• Successfully.developed and managed conservative investment asset base totalling $100 million with solfd client retention and referrals

• Successfully negotiated sale and transfer of my Canadian business to another very qualified investment advisor at BMO Nesbitt Bums upon my chosen retirement date .in 2005

• Successfully negotiated sale and transfer of my U.S. Business to another very qualified U.S. licensed Registered Representative at BMO Nesbitt Bums upon chosen retirement date. in 2005

• I 9 years business experience with Dow Coming a multinational leading global supplier of silicone products with increasingly responsible roles in Canada, U.S.A. and Europe

• Product and sales management roles in U.S.A. requiring marketing, sales, leadership and negotiating skills

• Business management role in Europe requiring leadership, financial, marketing, sales and negotiating skills

TAB 29

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197

See the "Instructions for Comp I eti ng Application for Policyholder Committee" for assistance in completingthis form.


Contoctlnformatian

First name I Last name Rose Mailloux


Mailing address (street) (dty or town) (province) (postal code)

Phone (preferred} Email • Education and Relevant EmplavmentHistory

List relevant credentials and experience relating to demutualization, negotiations, business, and financial affairs or insurance: {e.g,. financial setvices industry leadership roles; multi-party, high-value negotiations; corporate restructurings)

.Degree(s)/diploma(s) and dates obtained Hons. BA 1973, MBA 1980

Professional designations (e.g. CA, CFA, FCIP) FCPA, FCMA

Relevant employment

Employer l: KPMG Canada -·-------------·--·-- -

1987-2006 Dates:. ----·-·---------···

. . Partner, National Director Property Tax Services. - specializing in GST/PST/HST, Property Taxes Role des en pt1 on: _________ ··--·-·---·-----· -·--·-· _ ·- -·--·---- --------·--·-----------···--- ·-·· ·-

PWC Employer 2=.--·-·

2007-2009 Dates:···-·--·--·--·---·- _______ ····----·

. . Sr. Manager, Commodity Taxes - providing businesses advice on sales tax and property tax matters Role description:·-----·--·--··--·---·-·-·-··----·--------. ___ ·--------------- ____ ---·------------- ___ . ____________________ ··--- __________ . __ _.,_ .. _

Rose Mailloux Indirect Tax Consulting Inc. 2009-2013 Employer 3: ______ ··--- --·------·----··--·- .. _ .---- .. --··-·---· ____ Dates:··- .... ··-·- __ .... _ -·. _____ -----·-

. . GST/PST/HST/ Property Tax consulting services to independant businesses and accounting firms. Roledescnpt1on: ______________________________________________________________ --···· -----------------·---- -·-------··------···----- ________________ ·--- __________ _

BCLC (British Columbia Lottery Corporation) 2013-2015 Employer 4: ... . . -·- . _ -·-·-··-----··----- __ .. _____ -· . _ --· Dates: -----· . _ . __ _ .. ··- __ -·---

. . Manager, Indirect Taxation and Treasury- sales tax compliance planning and reporting, corp. cash flow Role descn t1on: _ _ __ _ _ Other relevant experience (Attach additional pages if necessary}

[. Past member of various not for profit boards and committees including KW Chamber of Commerce, CMA Ontario and

other charitable organizations.

. -8.0\ toll~ 7hlsls ~ CaIT etndavllof. h)Ol;(\~~ sworn before me, thl&

I 1

I

L ••• economical- Kk\. !N OUR FUTURE


- Reasons for Applying

Lsiate reasons for applying to the mutual policyholder committee and why you believe you can make a positive contribution. (Attach additional pages if necessary) ' .

[I am pleased to submit my application to be a member of the mutual policyholder committee. As a mulual policy holder for ·i'many years, together with my husband, we have been following with interest the demutualization process since 2010. My professional experience brings a number of skills which would be an asset to the committee in delivering on their 1 ·responsibli!lies to the company and its policyholders:

.. 1._ as a CPA, I have strong financial literacy and analytical skills which can be applied in determining a fair and equitable

__ allocation of benefits to policy holders. r -numerous years of experience in successfully representing cliients on indirect tax matters and negotiating with L .. govemment taxation authorities

I-management and leadership skills as partner of a nationar accounfing finn · , --collaborative skills working as a team member in various committees/boards including volunteer boards for KW Chamber

l of Commerce and CMA Ontario . -

1

--in depth experience understanding and interpreting complex sales tax legislation for client mattei:s -leading workshops and seminars on tax legislation to educate clients r --1 am. now retired and have the time to allocate lo this process

198

t.~~~~~~~~~~~~~~ , _____________ _ l 2. RELATIONSHIPS WITH ECONOMICAL

--· ---··-···------

lridicateall relationships you havewith Economical Mutual Insurance Company or its member companies.Check all that apply.

' I '----

I L ,-

L

[

r [ I I L_

-c l


0 I am or was an employe~ officer,or director of Economical


iii I have some other director·indirect relationship with Economical (e.g.1 spouse or relative is employed by or has a relationship)

Last position


Nature of

relationship --------------------

Nature 01 Spouse, former employee, supporting broker, retired rerationship --------------------

2

[ • ,.. e economical JOlN IN OUR FUTURE



Your Relationships with OtherlnsuranceComponies

[ lndicateall relations hips you have with other insurancecompanies (excludingholdinga policy). Checkall that apply.

1- 0 I am or was an employee, officer, or director of Insurance L~ another insurancecompany company

I Last position

L, held: Date left

I 0 I have a business relationship with another Nature of

insurancecompany relationship and l-

{e.g., insurance broker) name of insurance

~-company:

[_ 0 I have some other director indirect Nature of

I relationship with another insurance relationship and company (e.g., spouse or relative is name of insurance

l- employed by or has a relationship) company:

T' ii None I ' L,

[other Actual or Potential Interests that Conflict with Economical

Indicate any other relationships that may create an actual or potential conflictwith Economical. Check all that apply.

[o

[

I have a relations hip with a person or entity that may consider or has considered purchasingtheshares or a majority of the assets of Economical or its successors or Nature of

relationship:

199

assigns ~~~~~~~~~~~~~~~~~~~~~

I L.o

[

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I 1.

I L




Nature of actual or potential conflict

~~~~~~~~~~~~~~~~~~~~~

~~~~~~~~~~~~~~~~~~~~~

[

L

i$ e $

economical JOlN IN OUR FUTURE

Only complete this form if you are an eligible mutual po!icyhokier

, _Other Actual or Potential lntereststhatConf/ietwith Other Eligible Mutual Policyholders

L Do you have any other relationships thatmaycreatean actual or potential conflictwiththe other eligible mutual policyholders as a group? ·

200

[- O Yes (please explain - attach additianal pages if necessary)

,i: _____________ ____, [l!!I No

4. OTHER COMMENTS

[Is there anything else yoa believe would be relevant to your application for the mutual policyholder committee? (Attach additional pages if necessary)

~-· -~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~-' Ls. SIGNATURE

~l--------~y submitting this Application Form, I certify that the information I have provided here is true and complete. I also agree to advise )cCarthy Tetrault UP, counsel to the eligible mutual policyholders, ofanysignificantchanges to this information as soon as possible.

rlconsentand acknowledge that (1) my name will be posted on Economical's demutualization website;(2) I may be contacted by lega I I ounsel to the eligible mutual policyholders;.(3}_,.thisform or its contents may be shared with McCarthyT~ault UP~ Economical, and l,ilt!d with the court {becoming public); and (4) if Economical determines such information is relevant to the appointment of

policyholder committees or the demutualization process1 personal information a bout me in Economical's records may besharedwith

[AcCarthy Tetrault LLP and filed with the court [becoming public]. Such personal information may include policy details, claims ,istory,or any additional connections with Economical (e.g., employment history).

[ Applicant's Signature: e h}a1~ l Date: __ _..,,;J'-'. 1-i/'--"IO~/,_,t b'"---

. (Day, Monih, Year)

[he APPLICATION DEADLINE is October 24, 2015.Applications received after the deadlinew!ll not be considered.


[

[

Sharon Kretchmar McCarthy Tetrault LLP Ema ii: [email protected] Ma ii :Suite 5300, 66 Wellington Street West

P.O. Box 48, TO Bank Tower Toronto, ON MSK 1E6

{1easedirectany questions to Sharan Kretchmar at the address above or by calling 1-877-244-7711,x 548114.

I I L_

, .

TAB 30

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201

See the "Instructions forCompletingApplii:ation for Policyholder Committee" for assistance in completing this form.


Contact Information

First name Jamie

last name Martin

Your Login ID (see letter sent to you with the demutuolizotion notice) jjkm2


Phone {preferred) Email



list relevant credenti a Is and experience relating to demutua I ization, negoti ati ens, business, an·d financial affairs or insurance: (e.g,,. financial services industry leadership roles; multi-party,, high-value negotiations; corporate restructurings)

Degree(s)/diploma(s) and dates obtained BA Western , LLB Windsor


Relevant employment

Employer l: Miller Thomson and predecessor firms 1976-2016 Dates:

Junior Lawyer then became partner 1980 and Associate Counsel 2014 Role description: ----

Employer 2: Dates:

Role description: This' is Exhibit C.. - :SC. ·

~ ......... -........ • ....... refei1l10'.J~ 811/davrt of. •• .ml ___ Q"-:-~

Employer 3: ~-"·- . Dat'§Worn-befors-me;t!il.• IS: • • Role description: dayot. l:iL~)l~~ "'~·;i£ Employer 4: ---· Da~~: 2127#2

5

~ - .

Role description: ACOMlllSSIOl'e! RlRTAAUG ,,,.,,: ... . .. --· -· ··-. - -· ..... ~ - . . . . . . .. . . .. . . . . . . .. Ai'l'll»>


I have been a Board member of many local charitable organizations and most often Chair eventually including l<>N Art Gallery 1979 , Chair 19834 , director through 2012 ; Canada's Technology Triangle ( then Regional Economic Development Board 2004 to 2008 serving as Chair 2004-2007; Board of Governors Wilfrid Laurier University 2010 to 2016 (continuing) and served as Chair Board of Governors 2014-2015. Additionally I serve on the Regimental Council , Royal Highland Fusiliers of Canada and the Prosperity Council of Waterloo Region . I have also served on a number of other local boards over my career . Served as a Director Dare Foods Limited 2005 or so for about 2 years .

1

,-f-•••


Only complete this form if you are an eligible mutual policyholder 202

[ Reasons for Applying

State reasons for applying to the mutual policyholder committee and why you believe you can make a positive contribution. (Attach

r--c additional pages if necessary)

'- As a Mutual Policy Holder I am most interested in the future Of Economical . It is a wionderful example of mutual insurance . My family has been covered by Economical and my paternal Grandfather , J A Martin served the Board of

~ Directors of Economical in the '20s and '30's . I want a fair result for all concerned for this demutualization . I have practiced Jaw for over 40 years and am well known on waterloo Region . Economical provides excellent

L. employment opportunities in this region .

[ I L

'r 2. RELATIONSHIPS WITH ECONOMICAL L.

Indicate all relationships you have with Economical Mutual lnsuranceCompanyor its member companies.Check all that apply.

[ Iii I currently hold a mutual policy

[ D I am or was an employee, officer, or director of

Economical

[

r· I c~

L I~

L

[

J tiave a business relationship with Economical (e.g .. insurance broker)

O I have some other director indirect ·relationship wit~ Economical (e.g., spouse or relative is employed by or has a relationship)

last position


Nature of formerly acted as Trade Mark Agent and prosecuted mo relationship ---------------------

Nature of

relationship ---------------------

2

[ ••• economical· JOIN IN OUR FUTURE




Indicate a II relations hips you have with other i nsura nee companies (excluding holding a policy). Check all that apply.

G D I am or was an employee, officer, or director of Insurance L, another insurancecampany company

[ Last position held: Date left:

[ D I have a business relationship with another Nature of

insurance company relationship and

(e.g.,, insurance broker) name of insurance

[ company:


[ rel ati onshi p with a nether ins ura nee relationship and company {e.g . ., spouse or relative is name of insurance

employed by or has a relationship) company:

r-iiil None

L

[ Other Actual or Potentia/Jnterests thatConf/ictwith Economical

Indicate a nyother relationships that may create an actual or potential conflict with Economical. Check all that apply.

[ D

r L

J have a relationship with a person or entity that may consider or has considered

purchasingtheshares or a majority of the assets of Economical or its successors or Nature of.

relationship:

203

assigns ~~~~~~~~~~~~~~~~~~~~~

[ D I have a relationship with a person or entity that is actingagainstor has an interest that is adverseto Economical

f L

[ r L

D I have another actual or potential interest that conflicts with Economica I



3

~~~~~~~~~~~~~~~~~~~~~

~~~~~~~~~~~~~~~~~~~~~

[ ••• economicar JOIN IN OUR FUTURE


1-. Other Actual or Potentiol!nterests thotConf/ictwith Other Eligible Mutual Policyholders

L Do you have any other relationships that may create an actual or potential conflict with the other eligible mutual policyholders as a group?

[ D Yes (please explain - attach additional pages if necessary}

r~

204

LL-~~~~~~~~~~~~~~~~~~~~~~--' r· ii No

L 4. OTHER COMMENTS

) Is there anything else you believe would be relevant to your application for the mutual policyholder committee? (Attach additional L pages if necessary)

[ Having served as Chair Board of Governors Wilfrid Laurier University 13/14 I had to deal with many most difficult issues which came before the Board . I believe l was successful in guiding those matters to successful conclusions . During my time on the Board of Governors l dealt with most issues facing a corporation and then some as a University in addition to budgets , HRs issues , statutory compliance etc has numerous other stakeholders and issues a for profit limited .

I .. , ,.

L 5. SIGNATURE

~By submittiilg this Application Form, I certify that the information I have provided here is true and complete. I also agree to advise L._,: McCarthy Tetrault LLP, counsel to the eligiblemutual policyholders, of anysignificantchanges to this information as soon as possible.

r I consent and acknowledge that (1) my name will be posted on Economical's demutualization website; (2) I may be contacted by lega I L counsel to the eligiblemutual. policyh~lders; (3) this form or i1:' contents ~ay be shar.ed with McCa.rthyTetrault LLP, Econo".'ical, and

filed with the court (becoming public); and (4) 1f Economical determines such information 1s relevant to the appointment of -·policyholder committees or the demutualization process, personal information about me in Economical's records maybe shared with

J McCarthy Tetrault LLP and filed with the court (becoming public). Such personal information may include policy details, claims L history, or any additional connections \.Yith Economical (e.g., employment history).

r

L Applicant's Signature: _ 1"1rAiJ:::: __ _

i 12 October 2016 Date: -------------

L (Day, Month, Year}

jThe APPLICATION DEADLINE is October 24, 2016.Applications received after the deadlinewill not be considered. L__

I. L__

[ r-


Sharon Kretchmar McCarthy Tetrault LLP Ema i I: [email protected] Mai I: Suite 5300, 66 Wellington Street West


LPl ease direct anv questions to Sharon Kretchmar at the .address above or by calling 1-877-244-7711, x 548114.

4

[

TAB 31

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••• economical' JOIN JN OUR FUTURE 205





Contact Information

First name William (Bill)

Last name McCrea

Your Login ID {see Jetter sent to you with the demutua/ization notice) C0004431863

Mailing address {street) {city or town)

Phone {preferred) Email -Education and Relevant Emplovment Historv

{province) {postal code}

List relevant credentials and experience relating to demutua I izati on, negotiations, business, and fi na nci al affairs or insurance:

(e.g,. financial services industry leadership roles; multi-party, high-value negotiations; corporate restructurings)

Degree(s)/diploma(s) and dates obtained MBA and BES(Hons) Please refer to the attached resume for the full details.

Professional designations {e.g. CA, CFA, FC/P} FCIP awarded April 2000

Relevant employment

Dates: Employer l: !II employment details are covered in my_~tta_ch~cl_r'.'~m'.'_:_ ··------·-·-----

Role description: See attached resume.

---------------------------------------------------

Employer 2: Dates: --Role description: Thl'"'Exb'b/L C;-"~1

--~==-~-===~=-=~- ~~!;:;~;:¥.£~.)~ec~-Employer 3:

Role description: - lfay-of.;J:dQ:f~ --~1d:(-r,;---Employer 4: ----------Da~ - - - - - - - ·-------------

........ .,.. --..... -...... _ .......... Role description: ACOMMISSIONER FORTAKIN3 •=DA•~_ Other relevant experience (Attach additional pages if necessary)

My relevant experience is covered through the various leadership roles documented in my resume. These include my professional career, in both the private and public sectors. This has given me leadership experience in the heavily regulated insurance industry and regulator leadership of the challenging provincial gambling industry. I have documented associations that I have been a contributing member of and my public speaking engagements. I am particularly proud of my community service, with direct fund raising, organizational roles and leadership at senior levels for community benefit. Lastly, my personal interests give me the breadth and depth to view the world from diverse and unique perspectives.

1

c· ••• L econ ... icar JOfN IN OUR FUTURE


[- Reasons for Applying

l_ State reasons for applying to the mutual policyholder committee and why you believe you can make a positive contribution. (Attach

additional pages if necessaty)

[ I believe strongly that demutualization is in the best interest, and is necessary for, the financial success of Economical going forward. My responsibilities, at the Company and the Insurance Bureau of Canada, gave me a unique perspective with the governance of mutual company by-Jaws and the Insurance Companies Act As Corporate Responsibility Officer I l was able to lead the creation of governance disciplines that had not existed before. One key responsibility of this role was

L also .that of Chief Compliance Officer, as required by Federal Law. Success was validated through Internal Audit assessments and the Federal Superintendent of Insurance (OSFI) audits.

1.. I was the first Company Ombudsman for Economical and built the 'industry first' complaint handling protocol that is used to L this day. This responsibility required full investigations and fair unbiased assessments. My negotiation and conflict

resolution skills have been tested through successfully handling literally thousands of customer complaints. Previous responsibilities included strategic planning and financial analysis & planning leadership.

L In my Provincial Government Regulator role I was the leader in building and implementing solutions to challenges in the multi billion dollar gaming industry. A major file was the anti money laundering strategy, which involved development of requirements that both enabled and constrained the provincial operator and the private sector businesses. This was

1. achieved through financial analysis, solution development and negotiations of operating requirements. All of this in an

1 environment that is under intense public scrutiny and challenged to achieve financial profit L I have a current network of mutual policyholders who are supportive of demutualization.The solutions that we will have to

build, as the policyholder·committee will need to be innovative and reflect an approach of wisdom in order io achieve r- success for all parties involved. And, we have to do this with a healthy sense of urgency. I L

·r, 2. RELATIONSHIPS WITH ECONOMICAL

~ Indicate a 11 relationships you have with Economi ca I Mutua I Insurance Company or its member companies. Check all that apply.

' L Iii I currently hold a mutual policy

I am or was an employee, officer, or director of Economical

Last position Corp. Responsibility Officer · May 2008 held:· Date left:

Nature of

206

,-- D I have a business relationship with L Economical (e.g .. insurance broker) relationship ---------------------

[ [iJ

r L

,., L

I have some other director indirect

relationshipwith Economical

{e.g., spouse or relative is employed by or has a relationship)

Nature 01 Son has homeowners policy with Economical. relationship ---------------------

2

r ., I

••• economical'


l_ 3. OTHER RELEVANT RELATIONSHIPS

,- Your Relationships with Other Insurance Companies ·

l 1ndicateall relations hips you have with other insurancecompanies (excluding holding a policy). Check all that apply.

'

207

L lil I am or was an employee; officer, or director of

another insurancecompany Insurance see attached resume for full previous employment company ~~~~~~~~~~~~~~~~~~~~~

L I D I ~

[ D

r-I I ~

l D

,--·

I have a busine~s relationship with another insurance company (e.g., insurance broker)

I have some other director indirect relationshipwith another insurance company (e.g., spouse or relative is employed by or has a relationship)

None


~~~~~~~~~~-

Nature of

relations hip and name of ins ura nee

company:~~~~~~~~~~~~~~~~~~~~~


nariie of insurance

company:~~~~~~~~~~~~~~~~~~~~~

L Other Actual or Potentia/Jnterests that Conflict with Economical

Indicate any other relationships that may create an actual or potential conflict with Economical. Check all that apply.

[ D

r·~

I L

[ D

,-, I

L D

[

[

I have a relationship with a person or entity that may consider or has considered purchasingtheshares or a majority of the assets of Economical or its successors or assigns .






3

~~~~~~~~~~~~~~~~~~~~~

~~~~~~~~~~~~~~~~~~~~~

~~~~~~~~~~~~~~~~~~~~~

••• economicar _,UR FUTURE

Only complete this form if you are 'n e~1e-tble mutual policyholder

r-,_

Other Actual or Potential Interests that Conflict with OtherEliaible Mutual Policvholders

Do you have any other ref ationships that may create an actual or potential conflict with the other eligible


["' D Yes (please explain - attach additional pages if necessary)

L

!iii No

[ 4. OTHER COMMENTS

1- Is there anything else you believe would be relevant to your application for the mutual policyholder committee? (Attach additional L pages if necessary)

I am fully committed to the demutualization that Economical has embarked on. We have been mutual policyholders since

[ 1984 and have supported the Company by voting positively at every AGM. My education, skills and life experience make

, me uniquely qualified to understand the complexity of the task ahead and to work with the committee to build solutions that j achieve the desired end result. I have attached 3 references who can be_contacted for background support.

r L. 5. SIGNATURE

ll3y submitting this Application Farm, I certify that the.information I have provided here is true and complete. I also agree to advise McCarthy Tetrault LLP, counsel to the eligible mutual policyholders, of anysignificantchanges to this information as soon as· possible,

I consent and acknowledge that (1) my name will be posted on Economical's demutualization website; (2) I may be contacted by lega I

Ll":ounsel to the eligiblemutual policyholqers; (3)this form or its contents may be shared with McCarthy Tetra ult LLP, Economical, and

:iled with the court (becoming public); and {4) if Economical determines such information is relevant to the appointment of

policyholder committees or the demutualization process, personal information about me in Economical's records may be shared with

[VlcCarthy Tetrault LLP and filed with the court (becoming public). Such personal information may include policy details, claims 1istory, or any additional connections with Economical (e.g., employment history).

[ , J ·. Digitally signecl by William J.

William . McCrea~~'.~0,._102014,,,,41 _0,,,0•

Applicant's Signature: -------~---------

l Date: ------------~

(Day, Month, Year)

r-The APPLICATION DEADLINE is October24, 2016.Applications received after the deadlinewill not be considered.

I -'-Submit your completed and signed application by email or mail to:

Sharon Kretchmar McCarthy Tetrault LLP Ema i I: [email protected]

Mail:Suite 5300,66 Wellington Street West P.O. Box 48, TD Bank Tower Toronto, ON MSK 1E6

-r--1 ease direct any questions to Sharon Kretchmar at the address above or by ca II ing 1-877-244-7711, x 548114.

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PROFILE

William J. (Bill) M :< .• :rea

Results-focused senior management leadership professional with over 37 years of work experience. Strong governance and compliance background includes policy and Board development. Ability to build and maintain solid relationships with Federal and Provincial regulating bodies. Extensive experience in building and managing dispute/complaint resolution programs, including Ombudsperson and Privacy Act compliance. Skilled in risk management, strategic planning and corporate responsibility leadership. My key competencies contributing to success include:

• Strong leader with a proven track record in leading people, influencing and executing change • Superior communication, interpersonal and organization skills • Experienced in building and leading teams, to achieve organizational success .. • Solid reputation for integrity and fairness

CAREER ACCOMPLISHMENTS

PROVINCE OF BRITISH COLUMBIA - GAMING POLICY ANO ENFORCEMENT BRANCH 2008-2016 Executive Director, Quality Assurance & Risk (formerly Internal Compliance and Risk Management) Reporting to the Assistant Deputy Minister, as a member of the Branch Executive Team: • Built the newest Division within GPEB, where this discipline did not exist before, to "maintain and

monitor an accountability and evaluation framework for the Branch". The need was identified by the BC Ombudsperson and Deloitte & Touche. Accountabilities and accomplishments include:

o Develop a Governance, Risk & Compliance (GRC) discipline for the Branch. Responsible for leading the Executive Strategic Commitment Operations and Risk Evaluation (SCORE) committee providing governance structure for this Branch-wide work.

o Deliver and manage a risk management program for the gaming industry, across all sectors. (GPEB, the BC Lottery Corporation, Service Providers, other party interests).

• Acted as ADM on several occasions and participated in ministry Executive meetings.

• Created and accountable for GPEB's Whistleblower Program, ensuring integrity of the regulator.

• Develop and lead a Regulatory Assurance strategic culture, within GPEB Executive, to ensure the integrity of gaming as we both enable and constrain the business.

• Create and lead cross-divisional groups, working in conjunction with the British Columbia Lottery Corporation and Service Providers, for successful new initiative development and integrity:

o Develop the AML strategy, including the Patron Gaming Fund account, for BC casinos. o Lead the ePoker Internet gaming and Anti-Money Laundering cross-divisional projects.

• Accountable for Business Continuity Planning for the Branch and served as a member of the ministry emergency management team (Ministry Operations Centre).

• Responsible for managing FIPPA requirements in the Branch.

• Managed three special investigation assignments for the ADM, requiring absolute confidentiality.

• Managed a Deloitte FINTRAC study of BCLC reporting of large or suspicious cash transactions.

In addition to the Branch accomplishments work within the broader Public Service has been achieved: • Develop and deliver an Executive Leadership Group Mentoring program for employees of PSSG

and the MSD. Also responsible for one-on-one mentoring with a GPEB Director.

• Chaired the Ministry of Housing and Social Development.Security Council for a six month term.

• Member of the team to propose improvements to the Community Gaming Grant Strategy (2009).

• Member of GNP! HR Advisory Council and co-Chair of the GNP! Group Mentoring pilot.

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PROVINCE OF BC - NATURAL RESOURCE TRANSFORMA"; 'STARIAT 2015-2016 -Senior Project Manager (1-year Assignment) • · Tasked with leading a project to address financial assurance in the Natural Resource Sector, to

increase government's ability to manage the risk of natural resource activities and contributei to a reduction in costs paid by government to remedy financial default in the sector.

• Data collection and analysis of $3 billion in financial securities currently held by the Province in almost 17,000 security instruments in 15 Provincial Ministries.

THE ECONOMICAL INSURANCE GROUP

Corporate Responsibility. Officer (CRO) 1984-2008

1999-2008 Reporting to various senior levels of the organization, including Board of Directors, President & CEO and Senior Vice President & CFO. • Appointed by the Board as Chief Compliance Officer to develop, implement and maintain the

Legislative Compliance Management program. Collaborated with Senior Executive, external consultants, legal, Federal and Prov.incial Regulators to ensure compliance with governing legislations. Success was validated by Internal Audit and the Superintendent of Insurance.

• Led the Board of Directors in articulating, documenting and formalizing their mandates, including creation of a board manual, resulting in commitment to a high standard of board governance and transparency to the voting members of the organization.

• Designed programs to assess board and committee · mandate achievements and board effectiveness, including individual director assessments. Results were presented to the membership at Annual General Meetings, providing assurance of strong governance.

• Leadership of the complaint handling protocol as established in the position of Company Ombudspers_on, to receive, manage and track cusfomer complaints, meeting legislative requirements. Introduced an "industry first" philosophy which saw complaints handled effectively at the grassroots· level, with complex cases being elevated to the Company Ombudsperson for investigation, negotiation and conflict resolution.

• Executed implementation of the Federal Privacy Act (PIPEDA) in the leadership role of Chief Privacy Officer. Worked closely with all business units, external solicitors and Corporate Governance and Conduct Review Committee to identify collection; use and disclosure of personal client and employee information to develop a Privacy Policy and practices. Company received strong compliance rating in accordance with the Federal and Provincial Privacy Acts:

• Planned and organized Annual General Meetings (AGM), as CRO, complying with corporation by-laws and legislation, achieving flawless AGM's and receiving personal recognition from the President and CEO" as well as the Chairman of the Board.

• Developed and delivered the new portfolio of governance, risk management and compliance, providing the President & CEO and Board of Directors assurance that the organization fulfilled its responsibilitjes to meet governance standards, for this over $2 billion annual revenue organization.

• Developed and integrated control self-assessment (CSA) and audit monitoring as part of the organization's Enterprise-Wide Risk Management (ERM) program, enhancing the company's ability to take advantage of upside risk while managing downside risk.

• Monitored requirements of Provincial and Territorial Insurance Acts, developing programs and ensuring regional offices upgrade their operational knowledge relating to their local Acts, balancing business operations with compliance, maintaining seamless customer service.

• Participated as a key member in the Pandemic Planning team, developing potential scenarios along with plans to manage and continue to operate during a pandemic occurrence.

Manager Field Services and Branch Planning 1995-1999 I' Company Ombudsperson

--L • Built the first complaint handling protocol for the company and managed the responsibility as the original Company Ombudsperson. Although an employee of the company the Ombudsperson is

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required to operate with absolute integrity of administrative and procedural fairness. Worked· closely with public, internal stc.keholders and government regulatory bodies to resolve complaints, achieve appropriate outcomes and minimizing risk to the organization.

• Led a team of three business analysts to coordinate Canada-wide annual growth and profit planning process, monitoring actual vs. plan, providing field and senior management with quarterly updates, enabling them to take action.

Manager Corporate Planning and Customer Accounts 1995 • L_eading collaboration with business units to manage development of corporate strategic and

branch plans, for the entire Group of companies. Managed customer accounts and accounts receivable units in the finance department.

Manager Strategic Resource Unit 1994 • Chosen to be part of a multidisciplinary team, working with the new President ·and CEO, to

establish and roll-out a new disciplined comprehensive strategic planning process and financial planning model. As Manager, Corporate Planning led the new process in Head Office as well as 11 cross-Canada field offices.

Assistant Branch Manager 1993-1994 • Led a team of three senior managers, with indirect reports of approximately 100 employees

spread across various Ontario regions, coaching them to achieve growth and profit targets. • Responsible for budget management for this area of responsibility in the largest Branch of the

organization. ·

Various management positions 1984-1993 • Responsible for managing staff and budgets to achieve corporate goals of growth, profit and

expense control. ·

ALLSTATE INSURANCE COMPANY OF CANADA Senior Commercial Account Underwriter

HARTFORD INSURANCE COMPANY Commercial Casualty Underwriter

EDUCATION/PROFESSIONAL DEVELOPMENT

Master of Business Administration, MBA, Wilfrid Laurier University (1993)

Fellow Chartered Insurance Professional, FCIP, Insurance Institute of Canada (2000)

Bachelor of Environmental Studies Degree, BES (HONS), University of Waterloo (1976)

Associate, Insurance Institute of Canada, AllC, Conestoga College

ASSOCIATIONS

Member of the lnstitu,te of Internal Auditors. (llA), Victoria BC Chapter

Member of the Institute of Corporate Directors (ICD)

Member of the Insurance Institute of Canada

Insurance Bureau of Canada Committee Work • . Member of the Insurance Bureau of Canada Regulatory Affairs Committee • Member of the Statutory Privilege Working Group • Founding member, Governance Improvement Committee

1980-1984

1978-1980

2010-2016

2005-2009

1980-2009

2004-2008 2006

2006-2008

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COMMUNITY INVOLVEMENT

Co-Chair of the 2014 Ministry of Finance Provincial Employee Community Services (PECSF) Fund Campaign. Awarded 'Most Improved' and 'Highest Participation' honours.

Province of British Columbia PECSF Coordinator, for GPEB, 2009-2013 years and Executive sponsor in 2012. Employee participation has increased through this period.

Volunteer at City of Victoria's Blues Bash, SkaFest and Symphony Splash.

Director, Heartwood Place and member of Executive and Human Resources Committees, Waterloo Region Ontario. Heartwood Place is a non-profit entity that works to build and operate, safe, affordable and available housing for families in need.

Chair, Insurance Division, United Way of Kitchener Waterloo, raising $1.45 million annually.

Team Captain, Juvenile Diabetes Research Foundation.

Member of the Group Committee for the 42"d and 43rn Kitchener Scouts, including two years as Group Committee Chair.

INTERESTS

In addition to my interest in community involvement I enjoy spending time with my family, reading, collecting music, cooking, gardening, travel, biking, hiking, salt water fishing, skiing, golf and standup paddleboarding.

SPEAKING ENGAGEMENTS/PRESENTATIONS

Presentation to the 2010 Canadian Gaming Regulators Association (CAGRA) on Managing Risk in the Gaming Industry.

Presentation to the 2009 Regulator Symposium, in Victoria BC, on British Columbia's Patron Gaming Fund Account program (developed and introduced in 2009).

Development and delivery of FIPPA education workshops to the staff of GPEB, through 2009/10.

Participated in the GPEB Excellence program on the Career Planning Executive Panel, in 2010. This work continued in 2011 with seminars on Enterprise-Wide Risk Management.

Presentation to the Insurance Bureau of Canada 2007 symposium on governance of Standards of Sound Marketplace Conduct in business operations.

Participation at the 2007 Canadian Institute Regulatory Compliance Conference seminar on emerging issues of governance, legislation and regulation. Collaborated with a senior manager from the Financial Services Commission of Ontario (FSCO) to prepare and deliver materials to an audience made up of senior representatives from the financial services industry.

Presentation to the Insurance Bureau of Canada Regulatory Affairs Symposium, in 2006, on Enterprise Wide Risk Management.

In' conjunction with The Canadian Institute, conducted a half-day workshop as part of the 2005 Regulatory Compliance Conference. The subject dealt with tools for Compliance Officers to use in helping them fulfil their responsibilities.

Annual Lecture presentation at Wilfrid Laurier University, to fourth year undergraduate business students on the subject of regulation, legislation and corporate governance in the insurance business. 2004-2008.

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REFERENCES

William J. rllrcCrea, BES MBA FCIP

Mr. Terry Hatherell, CPA Partner and National Leader I Governance, Regulatory & Risk Global Internal Audit Leader Deloitte LLP Bus: 416-643-8434 Mobile: 416-723-8580 [email protected]

Mr. Steven Lingard Director, Legal Assistant General Counsel and Corporate Secretary The Insurance Bureau of Canada Bus: 416-362-2031, x4339 [email protected]

Mr. Douglas S. Scott Assistant Deputy Minister General Manager Liquor Control and Licensing Branch (formerly Assistant Deputy Minister Gaming Policy and Enforcement Branch) Province of British Columbia Bus: 250-952-5777 [email protected]

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Only complete this form if you are an eligible mutual policyholder of Economical See the "Instructions for Completing Applicationfor Policyholder Committee" for assistance in completing this form.


[ Contactlnformation

First name I Last name

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William Wayne Mckinnon Your Login ID {see letter Seht·to you With the demutualization notice) C0001117912


Phone (preferred) I Email


List relevant credentials and experience relating to demutualization, negotiations, business, and financial affairs or insurance: (e.g,. financial seNices industry leadership roles; multi-party, high-value negotiations; corporate restructurings)

Degree(s)/diploma(s) and dates obtained Bachelor of Science in Civil Engineering, Saskatchewan - May 12, 1960 and LLB Osgoode Hall - March 25, 1964

Professional designations (e.g. CA, CFA, FCIP) Professional Engineer, LLB

Relevant employment

Employer l: Retired Partner Law Firm Dates: January 1, 2003 to date

Role description:

Employer 2: Sims Clement Eastman March 1, 1970 to December 31, 2002

-- - - --- -- ------ --·- - - Dates:

Role description: Partner Law .Firm

-- ----- --__ ,.

Employer 3: --·· Dates:

Role description: --

Employer 4: - - - - -- ---------- -- - Dates:

Role description:


Sat on Board of Directors and Chaired many Charitable Organizations, including Better Business Bureau of Waterloo Region, Better Business Bureau of Canada and Better Business Bureau of United States. Developed Condominium Projects in Denver, Col0rado and Raleigh, North Carolina. Negotiated a number of business transactions on my own behalf and on behalf of clients.

.. - - (' _r.l,. :::::'\ -••

1 affir!av/t of..J\)O ;(\:i'g-T- :a g[e-eQ sworn before me, this , -

day 01.Lb!O:I.~.~ .... - .. 20 •• H.o..

A COMMISSIONER FOR T.oKI~ AFFIDAVITS

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••• economical JOIN IN OUR FUIURE


Reasons forApp/vinq

State reasons for appiying.to the inutuaJ p9licyh0Jder comrnittee a-ncl why you beJieveyou .can make a positive contri-butioli. (Attach additional p·ages if necess.a-ry)

I 'ilm applying tp be a member of the Mutual Policyholders' committee as I am very interested in a fadr and equitable allocation of benefits for all mutual pblicyholdem and .have been encouraged to apply by other mytw;.J policyhqlders, A.s !'. result of being a Professional Engineer and a Lawyer called to the Bar of Ontario and having negotiated a number a business. transactions and contracts on my own behalf and on behalf of clients I feel well qualified to sit on the committee and believe I could make a valuable contributic;m. ·

2. RELATIONSHIPSWJTH ECONOMICAL

Jndicatea-11 relationships you havewith Economital Mutua1 JnsuraoceCompany or its member -companies.Check all that apply.

ii I.currently hold.a mutual poli-cy

D I am or was ar.i employee, .officer,or direct-0rof Economical

O lhavea businessrelatipnshipwjth

E'conomical {e.g .. insurance broker}

D J have some allier dir:i:ctor jndirect rel.atibnship with EConomical (e.g.~ spouse or relative is employed by or has a rela'tionship}

last position held: Date left: -----------

Nature of

relationshi_p ---------------------

Nature of

relationship ---------------------

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• •• • economical JOIN IN OUR FUTURE

Only complete this form if you are an eligible mutual oolicyholder

3. OTHER RELEVANTRELATiONSHIPS

Your Re/ationshipswith Other Insurance Companies

Jrj.dit.~teaJI rel.ationshipsyou have with other insurancecompanies (excludfnghol.dinga policy}. Checkall that appJy.

D I am orwas an employee, officer ,..or dir.ectotof lnsuran·ce

aiiothet -i nsu·rance company company


D I have a business relatibnShipwith another Nature of i n:;-µrane.e comp an\) re/ationship'and (e.g., insurance jJ(O~er) n.ame of insurance.

company;

D I havesome-0ther director ihdirect Nature o.f relationship with' anotheri ns urance relationship ~,nd company {e.g.; spouse. or relative is name oftnsurance. emp/Oyed by or has a relationship) co.mpany:

!!!!I None

Dther Actual or Potential interests thatCohf!ictwith Economicat

lntjica-teanyother r~lationships tbat·maycreate an actual or potential conflictwith Econorhic-aL Check all that apply.

O J.htive a r.elati-onshipwi.tli.a person.or entity that may-cons.idet or has cbnsidereQ

putchas1r'lgtheshares·ora majori-cy of the assets of EciJnomi cal or its s·uccessors or assigns

O I have a relationship with a perspn or entity that is acting againstor has an interest that is adverse to Economica-1

LJ I have another actuar orpotentiaf interest that conflicts.with Economical


Nature of re1ationship:

Natureofa-ctual or

----------------~~~-

~~~~~~~~~~~~~~~~~~--

potentiaf conflict: ---------------------

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Only complete this form if you are an eligible mutual oolicyholder

Other Actual or Potential lntereststhatConf/ictWith Other Eligible Mutual Policyholders

Do you have any other relationship"sthatmaycreate an actu~I or potential conflictwith the othe;r eligible mutual policyh6lders asa group?

D Yes (please -explain - attach additiandl pages if netessaiy}

i!i No

4. OTHER COMMENTS

is there anything else-you believe would be relevant to your application for ~e mutual polic;:yh_o_lder cornr:nittee?·(Attach .additional

pages if necessary)

5. SIGNATURE

By S\.lbmitting thi,s Application Forro, ·1 .certify that the information I have pr.ovided ·here is true .and coniplete.1 als-0 agree to advise M·ccci:.rthy Tetrault LLP, counsel to the eligiPJe·muh!al pqlicyholdersJ ofanysignificantchanges to this .information as soon as possible;

I consent and ac-know.ledge that {1} my name will be posted on tconomical'sdemutualizatioowebsite;t2) J may be·contatted by Jega I counsel to· the e/1gi.ble mi.Jtual policyholders; (3} th.is form-or i~ contents may be.sha-r-ed with ·McCci rthyTetrault lLP, Economical'· and filed with the coort (becoming p.ubUc); a-nd. {4j if Economical determines such information is relevant to the appotntment of policyholder-committees otthe .detrit.itua11zation pfoc8s1 pef;sonpl information abputme in Economical3 !? records maybesharedwith Mctarthy Tetrault ll.P and filed with the court (beto"ming public). Such pers-onal information may include policy deta.Os, cla.ims history .. or a.nyadditional connections with Economical {e.g., employment history}.

Applicant's Signature~~£~~ 14/1 2016 .

Date: (Doy, Month, Year)

The APPLICATION DEADLINE i.S Ott0ber24, 2016". Applications received after the deadlinewill not be considered.

Submit your completed.and signed appiicati-on by email br mail to:

Sharon Kret-chmar McCa;thy Tetrault LLP Ema i I: [email protected] Mail:Suite 5300,66 Wellington Street West

P.O. Sox 48, 1D Bank Tower Toronto, ON MSK 1E6

Pleasedirectany questions to Sharon Kretchmar at the address above or by calling1-877-244-771l,x548114.

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BIOGRAPHICAL NOTES

Hom-Abernethy, Saskatchewan, Canacia - September 27, 1938 Graduated Urtiversi:ty of Saskatchewan with Bachelor of Science in Engineering-April, 1960. · Graduated Osgoode Hall Law School with LL.B. - 1964 Called to the Ba:r for the practice. of Law in the Province of Ontario:_ 1966

• Appointed Queen's Counsel- 1981 -• Retired - former senior partner - Sims Clement Eastman ( 26

Lawyers) · • Member of the Law Society of Upper Canada • Member of the Canadian Bar Association • Member of Region of Waterloo Law Association • Former member of Canadian Tiix: Foundation _ • Former member of the Association of Professional Engineers of the

Province of Ontario • Director of a number of private c0mparties • Acted as General Partner and investor in ownership and sale of 155

Condominium units in Denver, Colorado • Acted. as a General Partner and investor in development and sale of

180 unit apartment project in Raleigh, North Carolina (Cedar Springs)

• Acted on behalf of a number of Canadian Investors as a General

•

•

Partner and as an. investor in development of a 264 unit Condominium project in Raleigh, North Carolina Former President and member of the Waterloo-Wellington Estate Planning Council Former Director of the Better Business Bureau ofMid-Weste1n Ontario and President 1981/1982

• Former Director of the Canadian Council of Better Business Bureaus and Vice-Chairman of the Boarcj_

• Former Director arid Vice-Chairman of the Board of Directors of The Center In The Square Inc. (City of Kitchener Performing Arts facility)

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• Former member of the Board of Governors of St. John's KilmaJ:nock School

• Fonner member and Director of the Kitchener Rotary Club • Former Director and member ofthe Executive Committee of the

Rotary Children.'s Tre1;ttmeut Center • Director from June 16, 1989 to JtJne 19, 2002 and President June.17,

1996 to June 19,. 1998 of Sunbeam Residential Development Center ( Treatment Centre for severally handicapped children and young adults.)

• Member of Westmount Golf and Country Club - Kitchener • Member ofJ(itchener - Waterloo Old Timers Hockey League · • Man·ied with three married children and seven grandchildren

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Contact lnfdrinatibn

First name fZ:J:C HAfl:D . last name

Your Login ID (see letter sent to you with the demutualization notice) A) D ·r


List relevant credentials and experience relating to demutuall zation, negotiations,, business, and financial affairs or insurance: (e.g,. financial services industry leadership roles; multi-party,, hfgh-volue iiegotiotions; corporate restrvcturings)



C· Relevant employment

Employer1: !t~A/ Ey~ (lj"1/j-/J4- Dates: IYJ4j- jJ/-t!'se:JV r Roledescription: ?r~·:!lfpt?/.. . .YI T- CliO Employer 2: J5t'{){)/;/u:;;1<..!/(S ·i::-iA.Jst.)(r'J-V{~· Dates: )Xl{j 8-. Z.O 1 f Roledescription: pveS1Pe:YYT Employer 3: f1/!(J()fdfi';.. rVl c f-f'rg'l)_ Dates:. 2c.JO l ~ 2..,()() '()

Role description: O VJ/\)~. Employer 4: L,,() 11') 'i3 4a J) Dates: . /rJ/C( fJ ·~ 240 /

t-..JO':::-f Other relevant experience (Attach additional pages if necessary)

l-- I !JD 5E7 11A6r1 DEJJ - I °ti~ ~ 1996

( & ;41 MY' 40;1o5"T?::/C_ ~

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••• economicar JOIN Eh' 0U?\ l'UTURE

Only complete this form if you are an eligible mutual policvhc>lder

Reasons forAoplym1:r

State reasons for applying to the mutual policyholder committee and \vhy you believe you can make a positive contribution. (Attach additional pages if necessary)

1) t1Vh41IB ~ueui D-evvtu-\-vq, ( \"Z 14--i1olf.._j ~1)-e'S AlWtf.0 ;/V6 ro pt74t-J ,

rte~~<Jr: 6VJo~a.l pchc.y 1.1o(O't70 --}:; flt~ /Je's j-'1<)

ot MV 41?1 htt:~ ~


In~taieill ·relationships you have with Economical Mutual Insurance Company or its member companies. Check all that apply.

l·c"iJ'rrently hold a mutual policy

D lamorwasanemployee, officer,ordirec·torof Economical

D I have a business relationship with Economical (e.g •• insurance broker}

O I have some other director indirect ref ations hip with Economi ca I (e.g., spouse orre/ative is employed by or has a relationship)

last position held: Date left ~~~~~~~~~~

Nature of

relationship--------------------

Nature of

relationship--------------------

2

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economical JOIN INC . · l'UTURE

Only complete this form if you are an eligible mutual polii:y_holder


Your fieltitiimships with Otherlnsu;ance C-0mpanies.'


~m or was an employee, officer, or director of another insurance company

Insurance company __ l._O-'-Wf-'-'8"-.'-"M'-. ~-·_-, .«-)~-------

~a business relationship with another insurance company (e.g., insurance broker)

0 I have some other director indirect relationship with another Insurance company (e.g.,. spouse 9r relative is employed by or has a relationship)

O None

last position ,f"."iil , .A' - n'B;f. held: l)N(/WN''") r I:, ~te left: 1918-

Nature of r;;;> _ _._·/ _ ·/.\ {(c;X_ relationship and ~V

name of insurance. 'f) //,, 1 A:. company: /Jtf$7, C:rrv.fJI.J,_, /}:/..JI{ 14,.,



Other Actual or Potential Interests thiitConf!ktwith Etdnomii::a/.


D I have a relationship with a person or entity that may c.onsider or has considered purchasingtheshares ora majority of the assets ofEconomlcal or its successors or J

assigns

O I have a relationship with a person or entity that is acting against or has an interest that is adverseto EconomiCal

D f have another actual or potential interest that conflicts with Economical

Nature of

relationship:---------------------

Nature of

relationship:---------------------

Nature of actual or potential conflict---------------------.

Da~G ,,--------3

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••• economical j JOIN IN OUR FUTURE

Only complete this form if you are an eligl11Je im.itual policyholder_

other-kctucil or PoterrliG.l !ntereststhai: tonffict Witli Other Elif[ibleMutiJal Policvliolaers .

Do you have any other relationshipsthatmaycreate an actual or potential conflictwiththe other eligible mutual policyholders as a group?


NO

4. OTHER COMMENTS

Is there anything else you believe would be relevant to your application for the mutual policyholder committee? (Attach additional pages if necessary)

5. SIGNATURE

By submitting this Application Form, I certify that the information I have provided here is true and complete. I also agree to advise McCarthy Tetra ult UP, counsel to the eligiblemutual policyholders, ofanysignifi_cantchanges to this information as soon as possible.

. 1 consent and acknowledge that(l) my name will be posted on Economical's demutualization website; (2) I may be contacted by legal counsel to the eligible mutual policyholders; (3) this form or its contents may be shared with McCarthy Tetrault UP, Economical, and filed with the court (becoming public); and (4} if Economical determines such information is relevant to the appointment of policyholder committees or the demutualization process, personal information about me in Economical's records may be shared with McCarthy Tetrault UP and fifed with the court (becoming public). Such personal information may include poficy details, claims history, or any additional connections with Economical (e.g., employment history}.

The APPLICATION DEADLINE is October 24,2016. Applications received after the deadline will not be considered.

Submit your como1etei:J and~ application by email or mail to:


Email: [email protected] Mail: Suite 5300, 66 Wellington Street West

P.O. Box 48, TO Bank Tower Toionto, ON MSK 1E6

I [_ Please direct any questions to Sharon Kretchmar at the address above or by calling 1-877-244-7711x548114

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l. YOUR BACKGROUND ANO QUALIFICATIONS

Contact Information

First name Leendert

last name Meyer

Your Login ID (see letter sent to you with the demutuallzatlon notice} leenmeyer

{dty or town}


(province} (postal code)

List relevant credentials and experience relating to demutualizatlon, negotiations, business, and fina nc:la I affairs or lnsura nee: (e.g,. finandal serv;ces Industry leadership roles; multi-party, high-value negotiations; corporate restructurings)

Degree(s)/dlploma(s) and dates obtained Bachelor of Commerce - Honours Busln888 Admlnllllrellon - 2009, Busln888 Executive Program - 2013 (York) & 201 B (Ivey)


CIP (Chartered Insurance Profeaalonal) & FCIP (Fellow at the Insurance lnatltute of Canada by Man:h 2017)

Relevant employment

Employer l: Balyer Insurance UmHad o/a i_:aaylnau:a ______ _ Dates: Slnce2005 _________ . __ _

Role description: Co-Founder, Managl~artner& ~_PB'_Broksr

Surety Source Inc Employer 2: ---- ------------------------

Slnce2016 Dates: __ _

Role description: Dlracloroflhe Board, Prealdenl, & Partner -----------------~

Employer 3, Insurance Markatlng~Jances lnc ------- Dates: Since 2012 ----------

Partner in Sbategy Role description: ___ _

E I 4 Direct Sellels Association of Canada Since 2016

mp ayer : -------------Dates: _____ _

R I d I I Member of Sbategy Committee 2016 & 2017

o e escr t on: . Other relevant experience (Attach additional pages if necessary)

I have earned my Chartered Insurance Professional (CIP) designation and am currently undertaking my Fellowship at the at the Insurance Institute, lhe highest designation one can achieve in the Canadian insurance industry. In 20151 was selected as an Ontario Finalistin the presligious Young Entrepreneur Category for Ernst and Young's Enlrepreneur of the Year Award. I have also completed the business executive program at both lhe Schullch school of business, York University and Ivey School of Business, Western University both of which had negoliating strategy included in the program.

Thli !s Exhlb

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Only complete this form if you are an eligible mutual po!icvholder

State reasons for applying to the mutual policyholder committee and why you bel I eve you can make a positive contribution. (Attach additional pages if necessary)

I have a deep understanding of the insurance indusll)' in Canada as well as Economical Mutual Insurance Company. As a mutual policy holder I know I can bring significant value via my negotiating expertise and reasoning skills fora workable and mutually beneficial outcome for both groups of policy holders. I have spent lhe las! 11 years building a national Insurance brokerage, technology company, marketing company, and bonding MGA, all of which requires complex negotiating within the industry for workable solutions to a vast array of issues with insurers, regulators, and insureds.

'L· . 2. RELATIONSHIPS WITH ECONOMICAL

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lndjcate all relationships you have with Economical Mutual Insurance Company or Jts member companies. Check all that applv.

Iii I currently hold a mutual polk:y

D lam or was an employee, officer,o~ dfrectorof Economical

ml I have a business relationship with Economical {e.g .. insurance broker)

O I have some other director indirect relationship with Economical (e.g., spouse orrelative is employed by or hos a relationship)

last position

held' ---------- Date left:

Nature of Insurance Broker

relationship --------------------

Nature of

relationship --------------------

2

225

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0 I am or was an employee, officer, or director of another insurance company

Insurance

company ~~~~~~~~~~~~~~~~~~~~~

Iii I have a businessrelationshipwlthanother Insurance company {e.g.1 insurance broker)

0 J have same other director Indirect relationship with another Insurance

· company (e.g., spouse or relative is employed by or has a relationship)

O None


Nature of

relatlonshlpand name of Insurance Insurance Broker. List Attached

company:~~~~~~~~~~~~~~~~~~~~~


name of Insurance

company: ~~~~~~~~~~~~~~~~~~~~~

Other Actual or Potential Interests that Conf!ietwfth Economical

Indicate any other relationships that may create an actua I or potential conflict with Economical. Check all that apply.

D I have a relatlonshlpwith a person or entity that may consider or has considered

purchasingtheshares or a majority of the assets ofEconomfcal or its successors or assigns

O I have a relationship with a person or entity that is acting against or has an interest that Is adverse to Economical

D I have another actual or potentia I interest that conflicts with Economical

Nature of

relationship:---------------------

Nature of

relationship: ---------------------

Nature of actual or


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Do you have any other relationships that may create an actual or potential conflictwiththe other eligible mutual policyholders as a group?


ii No

4. OTHER COMMENTS

Is there anything else you believe would be relevanttayour application for the mutual policyholder committee? (Attach additional pages if necessary)

I would be a significant asset to the mutual policy holder negotiation committee dedicated to a workable solution for both committees.

5. SIGNATURE

By submitting this Application Form. t tertify that the information I have provided here is true and complete. I also agree to advise McCarthy Tetra ult tlP, counsel to the eligible mutual policyholders, of anys!Cnificantchanges tothls information as soon as possible.

I consent and acknowledge that (1) my name will be posted on Economical'sdemutualization webslte;{2} I may be contacted by legal counsel to the eliglblemutual policyholders; (3) this form or its contents may be shared with Mccarthy Tetrault UP, Economical, and filed with the court {becoming public}; and (4) If Economical determines such Information Is relevant to the appointment of policyholder committees or the demutualization process, personal informationaboutme in Economlcal's records may be shared with McCarthy Tetrault lll' and fried with the court (becoming public). Such personal Information may Include policy details, claims history, or any additional connections w;th Economical (e.g., employment history).

Applicant's Signatur~~A • 12, October, 2016 J

Date: :_ (Day, Month, Year)


Submit your comoleted and ~application by email or mail to:

Sharon Kretchmar McCarthy Tetrault LLP Email: [email protected] Mail: Suite 5300, 66 Wellington Street West


Please direct any questions to Sharon Kretchmar at the address above or by calling 1-877-244-7711 x 548114

4

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[ Easylnsure Insurance Partners - 2016

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Dominion of Canada

Intact Insurance Company Aviva Insurance Company

Coachman Insurance

Company Group One Sports-Can Insurance Travel Underwriters BMO Life 21st Century Travel Insurance

April Canada Creechurch International Underwriters Technology Insurance Company Beacon Underwriting Great West Life

Travelers Insurance

Company Jevco Insurance Company Aviva Elite Insurance Company Perth Insurance Company

Nordic Insurance Company Premier Marine Zurich Insurance Canada Life AM Fredericks

DAS Wynward Insurance

All-Sport Insurance Economical Mutual Markel

Belyer Insurance limited 3390 Walker Road, Suite 300

Windsor, ON N8W3S1 T: 800-679-2640 F: 877-252-1499

E: [email protected]

Chieftain Insurance Company

Novex Insurance Company Traders Insurance Company

Liberty International Underwriters Totten Insurance Group Ironshore Insurance Allianz Global Assistance Green Shield Canada The Boiler Inspection and Insurance Company Chutter Underwriting Gore Mutual

Elliott Special Risks AXIS Insurance Company

REF Be Iver 2015 -1001

228

TAB 35

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Only complete th is form if you are an eligible mutual policyholder of Economical See the "Instructions for Completing Application for Policyholder Committee" for assistance in completing this form.


Contact Information

First name· Christopher

Last name Moon

Your Login ID {see letter sent to you with the demutualization notice) C0000181625


(province) (pasta/ code)

List relevant credentials and experience relati ngto demutual ization, negotiations, business,_ and financial affairs or insurance: (e.g,. financial setvices industry leadership roles; multi-party, high-value negotiations; corporate restrur:turings)

Degree(s)/diploma(s) and dates obtained B.A. (Economics) Waterloo 1970; LL.B. (Law) Osgoode Hall at York U. 1973


Barrister and Solicitor

Relevant employment

Employer l: Davis Webb LLP 1998 - current Dates:

1 Partner: Corporate Tax Estates

Ro edescription: . ----------·--------------------·

Lawrence Lawrence Stevenson LLP 1981 -1998 Employer 2: _______________________ Dates: __ _

229

. . Partner: Business law Roledescnpt1on: ______________________________________ _

Mcintyre Moon 1973-1981 Employer 3: ______________________ Dates: ______ .

Partner: Business law Role description: ________________________ _

Employer 4: ____ _ Dates: __ _

Role description: _____ ------------------------·· Other relevant experience (Attach additional pages if necessary)

I~ See Addendum

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• s e economical' JOIN cN OUR.FUTURE


Reasons forApp/vinq

State reasons for applying to the mutual policyha~der committee and \vhyyou believe you can make a positive contribution. (Attach additional pages if necessary)

See Addendum

2. RELA TiONSHIPS WITH ECONOMICAL .

lndicateall relationshipsyou have with Economical Mutual Insurance Company or its member companies. Check all that apply.

iii I currently hold a mutual policy

D lamorwasanemployee, officer,ordirectorof Economical

last position


Nature of

230

O I.have a business relationship with Economical (e.g .. insurance broker} relationship --------------------

n I have some other director indirect relationship with Economical (e.g., spouse or relative is employed by or has a relationship)

Nature of

relationship --------------------

2

o o e economical' f JOL"! IN OUR FUTURE

231 Only complete this form if you are an eligible mutual policyholder

3. OTHERRELEVANTRELATIONSHIPS

[ Your Relationships With Other Insurance Companies

lndicateafl relationshipsyot,1 have\vith other iosuranc:ecompanies (excludinghofdinga policy). Check all that app1y4

r

L D I am or was an employee, officer, or director of Insurance another lnsuranct=company company


D I have a business relationship with another Nature of insurance company relationship and [ (e.g., insurance broker) name of insurance

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D l have some other director indirect Nature of relation.Shipwith another insurance relationship and company (e.g., spouse or relative is name of insurance empfajted by or has a relationship) company:

[

ii None


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lndicateanyother relationshiP.S that may create an actual or potential conffict\vith Economical. Check all that apply.

O I have a relationship with a person or entity that may consider or has considered purchas.ingtheshares or a majority of the assets ofEconomicat or its successors or assigns

D I have a relatioilshipwith a person or entity that is actingagainstor has an interest that is adverseto Economical


Nature of

relationship: --------------------

Nature of

relationship: --------------------

Nature of actual or

potential conflict: --------------------

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economical' JOIN IN OUR FUTURE 232 Only complete this form if you are an eligible mutual policyholder

Other Actual or Potential lntereststhatConf!ictwith Other Eligible Mutual Policyholders

Do you have any other relationships thatmaycre?itean actual orpotentiaf conflictwiththe other eligible



i!i No

4. OTHER COMMENTS


5. SIGNATURE

Sy submitting this Application Form, I certify that the information I have provided here is true and complete. I also agree to advise McCarthy Tetrault UP, counsel to the eligiblemutual policyholders,of any significant changes to this information as soon as possible.

I consent and acknowledgethat{l) my name wilJ be posted on Economical's demutualization website;{2) I may be contacted by legal

!. counsel to the eligiblemutual policyholders; (3) this form or its contents may be shared with McCarthyTetrault U.P, Ea:momical, and ~ filed with the court {becoming public); and (4) if Economical determines such information is relevant to the appointment of

poficyhofdercommittees or the demutualization process, personal infOrmation about me in Economical's records ma'{besharedwJth

L McCarthy Tetrault U.P and filed with the court (becoming public). Such personal information may include policy details, dairris history, or anyadditionalconnections with Economical (e.g., employment history).

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Applicant's Signature: ----~~~-~~~---------Date: __ '2LJ_{_~_-(_0_-~_( __

(Day, Month, l'ear)

The APPLICATION DIOADLINE is October24, 2016. Applications received after the deadline will not be considered.


Sharon Kretdlmar McCarthy Tetrault LLP Email: [email protected] Mail:Suite 5300,66 Wellington StreetVJest

P.O. Box 48, ID Bank Tower Toronto, ON MSK 1E6

Pleasedirectany questions to Sharon Kreti:hmar at the address above or by callingl-877-244-7711,x 548114.

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w DAVIS WEBB LLP 1916 • CELEBRATING 100 YEARS • 2016

24 Queen Street East Suite8oe 8rampton, Ontario, Cane:daL6V 1A3

Internet DavisVl/ebb.com Fax; 905.454-1876

Telephone: 905.451.6714

CHRISTOPHER MOON, B.A., LLB.

Addendum to Application to Serve on the Mutual Policyholder Committee for Demutualization

OTHER RELEVANT EXPERIENCE

ESIABuSJ..li:o IN 1916 A. G.-em•i!!e p,uis QC (i916- i9i3f

Ronald K. Vi/ebb QC Ns1 G. O!lvis Christopher L Moon Ronald S. Sleightholm Hien S. P~fuany Barbara Skupien J~mes S.G. Macdonald Sara Arya Hannah Bahn1anpour

COUNSEL Hon. VVilliam G. Davis PC CC QC

Decades of experience as a lawyer representing successful independent businesses in commercial and corporate matters and related tax matters. This includes: · • Analysis of legal, tax, management and operational issues and opportunities arising from

business transactions and corporate structtm~s; • Developing plans to capitalize on opportunities or mitigate risks; • Negotiating agreements to realize plans; • Technical legal work to implement plans/ complete transactions.

Experience in a variety of leadership roles: • Director - William Osler Health Centre, and other community organizations • Business law instructor - Bar Admission Course • Law firm managing partner • Leadership role in significant fund raising campaigns (YMCA, hospital, etc.}

REASONS FOR APPLYING This is a one-time game-changing opportunity for the company and the policy holders. I am personally committed to supporting the process to achieve the best outcome for the company, and for the mutual policyholders (including me).

I believe that the way I can best do this is to offer my analytical and deal structuring experience to the committee and the process. In the independent business environment in which I work,

. with successful and often demanding business owners, these approaches and skills are not infrequently called upon.

The negotiation on which the policy holders are embarking is of a type where neither side can really walk away and say "no deal". That points to an interest-based negotiation as the likely method that. will achieve a deal. But that does not take away from the fact that it may be difficult. After years of experience one learns that most difficult deal points can be overcome with willing participants, when combined with flexible thinking and innovative approaches. It is in

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Christopher Moon - Addendum to Application Page 2

surmounting the difficulties and achieving a good result for the mutual policy holders where the skill of the committee will come to bear.

I expect that legal counsel, with the assistance of the company, will be able to bring appropriate valuation and technical support to the committee. It will be up to the committee to assess this and decide how to proceed with it. Judgment on that level will be critical to the committee's success, and I believe that the members of the committee should be seasoned business, executive and professional people who have a track record of doing this.

234

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w DAVIS WEBB LLP

1916 • CELEBRATING 100 YEARS • 2016

24 Queen Street East Suili! 800 Brampton. Ontario, Canada L6V1A3

Internet: Dal'fs.Webb.com Fax. 905.454.1876

Telephone: 905.451.6714

CHRISTOPHER MOON, Barrister and Solicitor

ESTABLISHED IN' 19'16 A. G:"en\lille D;wis QC(f9iG-1fil)

Ronald r... Vo/ebb QC Neil G. Davis Christopher L Moen Ronald S. Sleighthotm Ellen S. Pefhany J:tarbara Skupien James S.G. Macdonald Sara Arya !-lannah Bahmanpour

COUNSEL Kon. \\filliam G. Davis PC-CC QC

Chris Moon is a partner in the Brampton, Ontario law firm of Davis Webb LLP, practising in the areas of corporate and commercial law, estate planning, and related taxation. He holds Bachelor of Arts degree (B.A.) in economics from University of Waterloo, (1970) and a Bachelor of Laws (LLB.) from Osgoode Hall law School of York University, (1973). He was called to the bar of Ontario in 1975.

Mr. Moon acts primarily as general counsel for privately-held companies in a variety of industries including electronics, transportation, IT services and software, heavy manufacturing; broadcasting, professional services, and distribution. He has been advisor to numerous businesses in their growth from early stages through to public offerings, private equity placements or merger with major organizations. His significant transactions include acting as lead counsel on substantial lending transactions for major banks, business acquisitions and dispositions, key trade and distribution contracts and arrangements for clients undertaking international transactions, and tax-driven corporate organization and reorganization transactions.

In his professional life Mr. Moon has in the past served as a long-time member of the executive of the Ontario Bar Association Business Law Section, and ·as a member of the Ontario Bar Admission Course faculty as instructing in Business Law. More recently.he has

. been called on as a speaker on tax and trust planning issues for their financial advisors and for individuals and families who have accumulated wealth.

He is active in his community, having led community initiatives or served as a director and officer of many organizations, including the Brampton Board of Trade, the William Osler Health Centre and its foundation, the YMCA of Greater Toronto, and founding chair of Grace Place Community Resource Centre. Mr. Moon has been an active participant in political activities and campaigns at municipal, provincial and federal levels.

In his family life, he is married to Nancy and has two grown sons - Michael who is a secondary school music teacher, and David who is a scientist in pharmaceutical research. He is a licensed instrument-rated private pilot and aircraft rn;vner, and spends his personal time flying with Nancy to new and interesting destinations all over the continent. When on the ground he enjoys playing bass guitar in several big bands.

235

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236

See the "Instructions forCompletingApplication for Policyholder Committee" for assistance in completingthis form.


Contact Information

First name Chris

Last name Morrison

)" Your login ID (see letter sent to you with the demutualization notice) L Bigbluehouse

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(city or town) (province) {postal code)


list relevant credentials and experi'ence relating to demutualization, negotiations, business, and financial affairs or insurance: {e.gr financial services industry leadership rolesj mu/ti-party1 high-va/uenegoti'ationsi corporate restructurings)

Degree(s)/diploma(s) and dates obtained Honours BMATH in Computer Science and Business Administration from University of Waterloo, April 1986


Fellowships in Life Management Institute, Certified Knowledge Engineer

Relevant employment

Employer l: London Life May 1986 - Present Dates:

Lead Information Technology Systems Architect for Digital Services Initiative Roi e description:

Employer 2: Dates:

Role descrl ption:

Employer 3: Dates:

r- Role description:

[

Employer 4: Dates:


Role with London Life requires me to lead large projects (multi-million) through complex technical decision processes. Once directions are understood, involved in vendor negotiations for master services agreements, statements of work, and dispute resolution.

1 wr-..i;;;..i...----~··

!.¥\!o~~*~~-,.20 .. fki ..

[ Reasons for Applying

" 3 9 eConoi:rjcal JOIN IN ')UR FUTURE


Si:ate reasons for applyingtO the mutu.aJ pol1cyholder committee and \.yhyyou believe y.pu c·an mak~ a positive ('.:6nti"·ibution~ (Attach [ addmotia! pages if necessary)

I am a m·utual policyholder with past experience in 1he demutualization of ihe Life lnsurance inqustry. My current role

[

. requites me to look at eomplex·situatlons with. a.n open mind, problem s111Vihg in cost efj'ec;tlve timely ways whi.le · · considering the interests of.all parties involved. My interest is around ensuring there is an equitable division of the

- .P.r<:Jceeds that respects both the additional responsibilities that mutual policyholders had towards· supporting Economical. and the thoug\itfully considered government regulations.

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i 2. RELATIONSHIPS WITH ECONOMICAL

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Tndicateall ,elatio.li$hipsyou have with Economical Mutual lnsuranceCompanyor its member companies.Check all that apply.

iii I corrently hold·a mutua:I policy

D I am or was an employee# .offlcer#-or dire:ctorof Economicaf

O lhavea business relationsbipWith Economical (e.g .. insurance broker}

O 1 have some other director indirect re!ationshi1iwith Econoroiatl {e.g.1 spouS~ or relative is employed by or has a relationship)

Last position

held: ----------- Date lef:t:

Nature of

relationship ----------~-----~----


2

------~--------------

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eco: :.:~rr:..ico.l JOIN IN OUR FUTURE

Only .complete thfs form if you are an eligible mutual policyholder

3. OTHERRELEVANT~ELATIONSHIPS

Your Relationships with Other lnsutance Companies..

lndicateall relationships you h•v~with other insura.ncecompanies .(excludingholdinga policy). Check all that ap·ply.

iii I am or was an employee; officer, or director pf another insurq.ncecompany

lns~rance London Life, ·owned by Great West Life, owned by PowE

company ----~-----------------

D 1 have a business relationshipWithanothei: .irisurartcecompany· (e.g., insurance brokerj

· D I have s-ome_ q~h~r director incfitect. relatlonsh1p witb anotherfn~·urance company (e..g.,, spoµse q;. relatfve is employed by'or has. a relationship)'

Last Position Consulting Afchitect Still There held; ___________ Date lefu

Nature of. relationship anf:i:

name of insurance oompany: _______________ ~-----~

Nature of relationship an<!

name of i osurance

company:-~---~-----------~----

~[ D None

1·1 I Other Actual or Potentia/llitereststlicitConf/ietwith Economical '-

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indicate any other relotionshipsthatmaycreate an actual or potential confllctwithEcohomical. Check all that apply.

D I have a relationship with a person or en1;ity tbat O)ay consider or has considered purchasing the shares or a majorityofthe a·ssets of Economical·or its successors or assigns

D I have a relationship with a.person or entity that is actingagainstor has an interest that is·adver-seto Eco.n-omicc;il


Nature of

relationship:----------------------

Nature of

relationship:----------------------

Nature of actual or


3

238

•• 0

economical JOIN fN OUR.fUTURE

Only complete this form if you are an eligible mutual policyhoider

[ Other Actual or PatentiallntereststhatCanflittwith Other Eligible Mutual Palicyholders-

Do you have any other relationshipsthatmaycr~tean attualarpotential conflictwiththe oilier eligible

[ • ..:rn::.u_tu:_· a:.:.lc.:p::.o..::fi.:_c:.:yh'-o-.1-'-d-~-s_a_s_a_g_rou--'-p-?-'---'--'-'-=-=-----''-'-----~---------~--------~..., ,.. 0 Yes (pf~ase explain·~ attach additional pages if necessary]"

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r· . ls there anything else you believe would be rel.evant to your appl-itation for the mutual poficyhoJder committee? (AttDch additional '-""'" pcigesifnea!SSory)

,-(_

t .. : Sy submitting tl;tis Application Form, I certify that the information I have provided here is true arid complete. I ai.so agreeto advis~ .. · Mc;C<ir:thyTetrault UP, counserto the elig!blemutual policyholders,ofanysignTfic~ntt;lianges to this information as soon as possible.

, · 1 consent and acknowiedgethat·(1J my name will be-posted on E<:onornica!'s demutualization website;(2) I may be contacted by l<>gal

l, • eounscl to the eligible.mutual po1.icyholders;(3) this fo.rm or its.contents-may be shared with Mccarthy Tetrault LIP, Economical, ~nd · fill'!.d with the cqurt {becomi.ng pub1lc); and (4) if Economical determines such information is relevant to the appointment of

pol.i.cyhof.dercommittees orthe demUtualizatt-011 process; Personal information abou.tme in Econ.omical"'s.recO"rds maybes.haredwith r McCarthy Tfuault. L!-" and filed _witi:r ~e court (~ecomfng public)_ Such ?ersonal information may include policy details, claims L history, or any add1t1onal oonnect1ons. w1.th Economical (e.g., employment history).

Applicant's Signature:

I [_

29, September, 2016 Dat;e: ------------~

{Doy, Month, Year)

~·· The APPLICATION DEADLINE is October24, 2016.Applications·received after the deadlrhewill not be considered. I L} Subrnityour completed and signed application byemaJI orriJail to:

r I '-

Sharon Kretchmar Mc<;arthy Tetrault LLP Emai I: economical@mtx::arthy~ca Mail:Suite 5300,.66 Wellington StreetWe..<t

P.O. Box. 48, 1D Bank Tower Toronto, ON MSK 1E6

r Pl ease direct any <jUestions to Sharon Kretchmar at the address above or by calling 1•87.7·244-7711, x 5481;1.4.

~ 4

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TAB 37

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••• economical' JOIN IN OURFUTURE

APPLICATION Tb SERVE ON THE MUTUAL POLICYHOLDER COMMITTEE FOR DEMUTUALIZATION


240



Contact Information

First name· Paul

Last name Motz

Your Login ID (see fetter· Sent to you With the dem_utualizatlon notite) C0000334286

(city or town)

Phone (preferred} -Education and Relevant Employment History

(province) (postol code)

List relevant credentials and experience relating to demutual ization, negotiations, business, and financial affairs or insurance: (e.g,. financial services industry leadership roles; multi-party, high-value negotiations,· corporate restructurings}

Degree(s)/diploma(s) and dates obtained


Relevant employment

Employer 1-: ·----~-----------------'---- Dates:--------------·---·-

Role description: __ _

Employer 2: __ Dates: ___ ·---------·---··----

Role description: ___ .._._ ______________________ ..:..·----·--------·------------

Employer 3: Dates:------------------------

Role description: _____ _

Employer 4:·---------···--------~--·----·---------.---- Dates:--~·--------·-------·----·---------

Role description:___ .... ·-·· .,_. Other relevant experience (Attach additional pages if necessary] Addition eduation in business at Queens in 1984 and Philosophy and Political Science at Cambridege, England in 1990. ·

Practical experience in labour negotiation, mediation and human resource consultation over my carreer.

1

I Reasons for Applying

••• econoi;,;car JOIN lN CUR FUTURE


l"'.":' State reasons for applying to the mutual policyholder committee and why you believe you can make a positive contribution. (Attach · additional pages if necessary)

r··.--l_a_m_g_e-nu_i_n_e_ly_i_n-te_r_e_s_te_d_i_n_th_e_c_h_a_ll_en_g_e_a_n_d_b_e_li-ev_e_m_y_e_x_p_e_r-ie_n_c_e_a_n_d_de_m_e_a_n_o_u-rw_ill_b_e_n_e_f-1t-th_e_p-ro_c_e_s_s-.M-1_y ___ , \_,~

experience is broad and diverse and would be very useful. I believe my personality and ability to see issues from all sides r would also be a benefit .

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L~. 0 I currently hold a mutual policy

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I am or was an employee, officer, or director of

Economical

I have a business relationship with Economical (e.g .. insurance broker}

'~ D I have some other director indirect

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~----------

Nature of

relationship ---------------------

Nature of

relationship

2

~-------------------~

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••• econc JOI!< :N OUR FUTURE

Only complete this for .. \ if you are an eligible mutual policyholder


r· Your Relationships with Other Insurance Companies

~. Indicate all relationships you have with other insurance companies (excluding holding a policy). Check all that apply.

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I D I am or was an employee, officer, or director of Insurance c...-


r last pas iti on held: Date left: '---•

r D I have a business relationship with another Nature of

\_... insurancecompany rel ati onshi pa nd

(e.g ... insurance broker) name of insurance

r· company: I L


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r· L Other Actual ar Potential Interests that Conflict with Economical


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I have a relationship with a person or entity that is actingagainstor has an interest that is adverse to Economical


Nature of

relationship: -----------------------

Nature of

relationship: -----------------------

Nature of actual or

potential conflict:-----------------------

3

242


Only complete this form if you 21re an eligible mutual policyholder

_, Other Actual ar Potential Interests that Conflict with Other Eliaible Mutuol Policvholders I L~ Do you have any other rela.tionships that may create an actual or potential conflictwith the other eligible


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, D No

l __ 4. OTHER COMMENTS

j ls there anything else you believe would be relevant to your application for the mutual policyholder committee? (Attach additional \.- pages if necessary)

~1 .·-3y submittirig this Application Form, I certify that the information I have provided here is true and complete. I also agree to advise . McCarthy Tetrault LLP, counsel to the eligiblemutual policyholders, of any significant changes to this information as soon as possible. ~

,J consent and acknowledge that (1) my name will be posted on Economical's demutualization website; (2) I may be contacted by legal

l :ounsel to the eligible mutual policyholders; (3) this form or its contents may be shared with McCarthy Tetrault llP, Economical, and .filed with the court {becoming public); and {4} if Economical determines such information is relevant to the appointment of


[.\/icCarthy Tetra,ult L~P and filed with th,e court (b~coming public). Such personal information may include policy details, claims ii story, or any add1t1onal connections with Econom1cal (e.g., employment history).

i- d""' ~~ 'l, Applicant's Signature: ~~ 26 Sept. 2016

(Day, Manth, Year)

j'~l"he APPL/CATI.ON DEADLINE is October 24, 2016. Applications received after the deadline will not be considered.

L.:Submityour completed and~ applic8tion by email or mail to:

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Sharon Kretchmar McCarthy Tetrault LLP Email: [email protected]

Mail: Suite 5300, 66 Wellington Street West P.O. Box 48, TD Bank Tower

Toronto, ON MSK 1E6

"L'I ease direct any questions to Sharon Kretchmar at the address above or by calling 1-877-244-7711 x 548114

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Only complete this form if you are an eligible mutual ·policyholder of Economical See the "Instructions for Completing Application for Policyholder Committee" for assistance in completing this form.


Contact Information

First name I Last name Ajay Pahwa Your Login ID (see letter sent to you with the demutualization notice)

apahwa


. -Phone (preferred) Email


list relevant credentials and experience relating to demutualization, negotiations, business, and financial affairs or insurance: (e.g,. financial services industry leadership roles; mu/ti-party, high-value negotiations; corporate restructurings}

Degree(s)/diploma(s) and dates obtained [" · ·""",Hons. B. Mathematics, May 1990

L. ,f Professional designations (e.g. CA, CFA, FCJP}

• Fellow, Casualty Actuarial Society (FCAS) , Fellow, Canadian Institute of Actuaries (FCIA)

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Relevant employment

Employer 1, Chubb Insurance Company of Canada 2010- present Dates: ___ _

. . SVP - Actuarial Role description: _________ _

Allstate Insurance Company of Canada Employer 2: ______________ _ 2006-2010 Dates: __ _

d . . Chief Actuary & Chief Risk Officer Role escnption: ______________ _

Aviva Employer 3: _____________ _ 2002-2006 Dates: __ _

VP- Appointed Actuary Role description: --------------·

Employer 4: --------------- Dates: __________________ _

Role description:-·" .

Other relevant experience {Attach additional pages if necessary)

1

244

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r-. Reasons for Applvinq



--0 State reasons for applying to the mutual policyholder committee and why you believe you can make a positive contribution. {Attach additional pages if necessary) [~~~~~~~~~~~~~ _ I believe with my actuarial background and training, as well as working with various business unit leaders in the insurance

business, I will be able to help determine the value of the company, as well, provide objective ways to allocate the [ proceeds of the demutualization.

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Indicate all relationships you have with Economical Mutual Insurance Company or its member companies. Check all that apply. I I ' '--' Iii I currently hold a mutual policy

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Economical

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Last position


Nature of

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[ ••• economical' JOIN IN OUR FUTURE



I Your Relationships with Other Insurance Companies

l Indicate al I relationships you have with other insurance companies (excluding holding a policy). Check all that apply.

I L D I am or was an employee, ·officer, or director of Insurance

a nether ins ura nee company company

r-Last position

b held: Date left:

r-D I have a business relationship with another Nature of

1, insurancecompany relations hip and

(e.g., insurance broker) name of insurance c- company:


r" relationship with another insura nee relationship and company (e.g., spouse or relative is name of insurance l,_J employed by or has a relationship) company:

'"[ Ii] None

1: Other Actual or Potential Interests that Conflict with Economical

I Indicate any other relationships that may create an actual or potential conflict with Economical. Check all that apply.

L. D I have a relationship with a person or entity that may consider or has considered purchasingtheshares or a majority of the assets of Economical or its successors or Nature of

246

assigns relationship:---------------------

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Nature of

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Nature of actual or

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~ Other Actual or Potential Interests that Conflict with Other Eligible Mutual Palicvhalders

L Do you have any other relationships that may create an actual or potential conflict with the other eligible


[ D Yes (please explain - attach additional pages if necessary)

l iii No

4. OTHER COMMENTS

247

[ Is there anything else you believe would be relevant to your application for the mutual policyholder committee? {Attach additional pages if necessary)

L

[ 5. SIGNATURE

~r--:By submitting this Application Form, I certify that the information I have provided here is true and comp.I ete. I also agree to advise LMcCarthy Tetrault LLP, counsel to the eligiblemutual policyholders, of any significantchanges to this information as soon ~s possible.

[

I consent and acknowledge that (1) my name will be posted on Economical's demutualization website; (2) I may be contacted by legal

counsel to the eligible mutual policyholders; (3) this form or its contents may be shared with McCarthy Tetrault LLP, Economical, and filed with the court (becoming public); and (4) _if Economical determines such information is relevant to the appointment of

·~policyholder committees or the demutualization process, personal information about me in Economical's records may be shared with

[McCarthy Tetrault LLP and filed with the court (becoming public). Such personal information may include policy details, claims

.history, or any additional connections with Economical (e.g., empl.oyment history).

[ Applicant's Signature:

Pahwa,

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26,09,2016 Date:

(Day, Month, Year}

[The APPLICATION DEADLINE is October 24, 2016. Applications received after the deadline will not be considered.

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Sharon Kretchmar

McCarthy Tetrault LLP Email: [email protected]

Mail: Suite 5300, 66 Wellington Street West P .0. Box 48, TD Bank Tower

Toronto, ON MSK 1E6

[Please direct any questions to Sharon Kretchmar at the address above or by calling 1-877-244-7711x548114

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Only complete th is form if you are an eligible mutual policyholder of Economical

248


1. YOUR BACl<GROUND AND QUALIFICATIONS

Contact Information

First name Gregory Michael Last name Pucovsky

[ Your Login ID C0002649063 ·

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Mailing address·················

Phone


List relevant credent! al s and experience rel a ting-to demutua lizati on, negotia~i ans, business, and financial affairs or insurance: (e.g,. financial seNices industry leadership roles; mu!ti-party, high-value negotiations; cOrporate restructurings)

Degree(s)/diploma(s) and dates obtained: B.Sc. (Hon.), Geology, Univ. of Western Ontario, 1975; Univ. of Waterloo, M.Sc., Earth Sciences, 1977

Professional designations (e.g. CA, CFA; FCIP) Professional Geoscientlst, P. Geo., Reg. No. 1042

Relevant employment

Employer 1: James F. Maclaren, Toronto __ _ Dates: _1977-1980

Role description: Hydrogeologist. __ _

Employer 2: _Maclaren Plansearch Inc. (Division of Lavalin}, Toronto ___________________ Dates: 1980-1982 ____ --·-

Roi e description: _Hydrogeologist/Project Manager __ _

Employer 3: J:!ydrology Consultants, Bramp~to~n,__ _____ _ Dates: 1982-1986

Role description: Hydrogeologist/Project Manager ___ _

Employer 4: GHD Limited (formerly Conestoga-Rovers & Associates, Waterloo ________ Dates: _1986 to Present. __ _

Role descri ti on: ___ Senior Hydrogeolo 1st/Project Manager _____ ----·-_ Other relevant experience (Attach additional pages if necessary)

This" is Exhibli ...... <:..-_"3;i":J_ .. referred to In the

affidavit 01 .. bJs..o. .. .:i •• .l.l.~~-~-i.n.;~.

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249

Sta le reasons for applying to the mutual policyholder committee and why you believe you can make a positive contribution.. {Attach additional pages if necessary)

I would like to be considered as a member of the committee representing Mutual Policyholders for the following reasons:

L I am a dedicated and trustworthy employee, extensive experience having worked for my current employer for over 30 years, and would represent mutual policy ownet·s in an unbi"ased manner

2. Deal with all my clients in a responsive and ethical manner, and am open minded as would be required daring a negotiation process

3. I have been involved with environmental hearings and have given expert testimony in m)'. field of Hydrogeology

4. Have been involved \'Vith negotiations during the course of my .work which would benefit the committee

5. As a Senior HydrogeologistJProject Manager, I would be flexible with respect to timing requirements for attendance at all committee meetings for the negotiation process

[ 2. RELATIONSHIPS WITH ECONOMICAL

L [

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J ndicate all relations hips you have with Economical Mutual Insurance Company or its member companies. Check all that apply.

~ I currently hold a mu tu a I policy

D lamorwasanemployee, offlcer,ordirectorof

Economical

D I have a business n:il?t!onship with

Economical (e.g .. ;nsurance broker)

O I have some other director indirect relationship with Economical (e.g., spouse or relative is employed by or

has a relationship)

Last position


Nature of

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Nature of

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. economical JOIN IN OUR FUTURE




Indicate all relationships you have with other insurance companies (excludingholdinga policy). Check all that apply.

Insurance D I am or was an employee, officer, or director of

anbther insurance company company ~~~~~~~~~~~~~~~~~~~~~

last posit! on held: Date left:

O l have a business relationshipwith another i nsura nee company (e.g.~ insurance broker}


name of insurance

~~~~~~~~~~

company: ~~~~~~~~~~~~~~~~~~~~~-


name of insurance

D I have some other director indirect relationship with another Insurance company (e.g., spouse or relative is

employed by or has a relationship) comp·any: ----------------------

~ None


Indicate· any other relationships that may create an actual or potential conflictwith Economical. Check all that apply.

O I have a relationship with a person or entity that may consider or has considered

purchasingthe shares or a majority of the assets of Econoirii ral or its successors or Nature of assigns relationship:

D J have a relationship with a person or entity that ls actingagainstor has an Nature of interest that is adverseto Economical relationship:

O I have another actual or potential interest Nature of actual or that conflicts with Economical potential conflict:

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Other Actual or Potentiallnterests that Conflict with Other Eligible Mutual Policyholders

Do you have any other relationships that may create an actual or potential conflictwiththe other eligible mutual policyholdersas a group?


\li No

4. OTHER COMMENTS

251

Is there anything else you believe would be relevant to your application for the mutual _policyholder committee? (Attach additional pages if necessal)I)

S. SIGNATURE

By submitting this Application Form, I certify that the information I have provided here is true and complete. I also agree to advise McCarthy TE:trault LLP, counsel to the eligiblemutual policyholders·, of anysignificantchanges to this information as soo~ as possible.

I consent and acknowledge that (1) my name wil I be posted on Economical's demutualization website; (2) I may be contacted by legal counsel to the eligible mutual policyholders; (3)this form or its contents may be shared with McCarthyTetrault LLP, Economical, and filed with the court (becoming public); and {4) if Economical determines such information is relevant to the appointment of policyholder committees or the di:!mutualization process, personal information about me in Economical's records maybe shared with McCarthy Tetrault LLP and fi!ed with the court (becoming public). Such personal information may Include policy details, claims history, or any additional connections with Economical {e.g., employment history).


Date:

The APPLICATION DEADLINE is October 24, 2016.Applications received after the deadlinewill not be considered.

Submit your completed and signed application by email or mall to:

Sharon Kretchmar McCarthy Tetrault LLP Email: [email protected] Mail: Suite 5300, 66 Wellington Street West


Please direct any questions to Sharon Kretchmar at the address above or by calling 1·877·244-7711,x548114.

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252 Greg Pucovsky

Senior Hydrogeologist/Project Manager

Qualified (Education): M.Sc., Hydrogeology, 1977; B.Sc. (Honours), Geology, 1975.

Connected (professional affiliations): Registered Professional Geoscientist in Ontario, 2003

Professional Summary: Greg possesses skills that give clients confidence that their projects are conducted in an efficient and cost-effective manner. Excelient-peop)e ~kills, effective. rep.orting·and commitment to client needs as demonstrated by his work with long-term clients ranging from 15 to.29.years. His work history spans 38 years in geologic and hydrogeologic investigations involving water supply evaluation and deilelopment, pumping tests, Permit to Take·

·Water applications,_ ongoing reporting in support of permits, landfilf investigations including ongoing reporting as· a: condition of exist.Ing C of As and ECAs, and wastewater design. · · · ·

Water

Project Manager Water Supply and Permitting I Water Bottling Company I Aberfoyle, Ontario

Managed and directly involved with geologic and hydrogeologic investigations, water quality assessments, monitoring and permitting work for a major water bottling company located in Aberfoyle, and for a source property in Hillsburgh. Well construction, test pumping and the initial and subsequent Permit to Take Water renewals were obtained for Hillsburgh since 1980. The work activities for the two sites included the following: monitoring well nest installations, Health and Safety plans, water quality sampling and assessment including presentation of results using 3D visualization, downhole geophysics, video surveys to assess casing integrity, supply well rehabilitation, several test pumping programs, Permit to Take Water applications and renewals, long-term monitoring programs, reporting, project management and agency consultation. All projects were successfully completed on time and in compliance with conditions of the Permits to Take Water. ·

Project Manager Water Control and Permitting I Quarry Operation I Ingersoll, Ontario

A comprehensive on-site and off-stte surface water and bedrock groundwater monitoring program was initially conducted as a condition of the Permit to Take Water issued for quarry dewatering and industrial use. The off-site monitoring program includes monitoring of water levels in numerous private domestic wells on a quarterly basis. CRA has conducted monitoring for over ten years, with reporting to the MOECC on a bi-annual basis. The monitoring and reporting is ongoing.

CRA also reviews and reports to the ~JIOECC on a ~.AISA monitoring program with respect to quarry discharge from two plants. Additional work has included the following: Permit to Take Water renewal applications for quarry dewatering and the on-site water supply locations, completion of a water balance for the site, preparation of updates for the public with respect to the monitoring

program, pumping test for two deep bedrock wells, MISA flow calibration and reporting, a high wall/safety procedures review with respect to high wall mining, submission of a consolidated EGA for two of the plants, and submission of a permit renewal application for a northern Ontario facility. The Permit to Take Water and ECA work involved extensive agency consultation.

Senior Hydrogeologist Water Supply and Permitting I Village of Dorchester, Ontario

Design and implementation of water supply investigations in the Village of Dorchester including well construction, downhole video surveys, hydraulic monitoring of surface water and groundwater, aquifer testing, assessment of water quality, well rehabilitation, and reporting in support of Permits to Take Water. These investigations included two test pumping programs which involved simultaneous pumping of multiple wells in overburden and bedrock.

Project Manager/Senior Hydrogeologist Water Supply and Permitting I Various locations

Completion of numerous groundwater availability, well construction and test pumping investigations throughout Ontario including Aberfoyle (three pumping tests), Hillsburgh (three pumping tests), Cambridge, Zurich, Atwood, Elmira, Embro, lnnerkip, Earlton, Sweaburg, Lakeside, Conestoga, St. Clements, London, Bradford, Mansfield, Blind River, Greenbank, etc. These investigations included preparation of Permit to Take Water applications, supervision of well construction and test pumping programs, analysis of test results and water quality, evaluation of interference effects, necessity of treatment and reporting ..

Aggrngate

Project Manager/Senior Hydrogeologist Aggregate Operation I Town of Erin, Ontario

An initial hydrogeologic investigation was conducted which consisted of installation of a monitoring well network in order to assess background water level and quality prior to initiation of the aggregate operation.

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253 Greg Pucovsky

Senior Hydrogeologist/Project Manager

Following a successful OMB hearing, a comprehensive surface water and groundwater level and water quality monitoring program and annual reporting was conducted during aggregate extractions for a twelve year period.

Wastewater

Senior Hydrogeologist Wastewater Design and Well Permitting J Mary

Hill, Ontario

Involved with preliminary investigative work and design of ·a large septic system for a private school consisting of about 500 students and faculty members. Additional work consisted of supervision of construction of a well, pumping test and obtaining a Permit to Take Water for the facility.

Landfill

Project Manager/Senior Hydrogeologist Landfill Investigations and Monitoring J

Massey, Ontario

Completion of hydrogeologic investigations, surface water and groundwater level and water quality monitoring programs, and reporting for three landfill sites in northern Ontario. Successful in revising annual reporting to every other year. Obtained approval for a vertical expansion for the main landfill utilized by the Township for landfilling operations.

Work history

1986 to Present GHD (formerty Conestoga-Rovers & Associates Ltd.) Waterloo, ON

1982 to 1S86 Hydrology Consulta.nts (division of Trow Ltd.) Brnmpton, ON

1980 to 1982 Maclaren Plansearch .Inc.: .. (division of lavalin)., Toronto, .oN

1977 to 1980 Maclaren Ltd., Toronto, ON

Other related areas of interest

Recognized· (Certifications/Trainings)

• OSHA Annual 8 Hour Health & Safety Refresher Training, 2015

• OSHA. 40-hour Health & Safoty Training;. 1994:

• . Grouhdwater Analysis ·and Design of Dewatering ·· Systems, University of Missouri-Rolla, 1984

Published Reports

• · "Guidelines for Hydrogeolcigical Studies for Privately Sen/iced Developments". Regional Municipality of Waterloo, 1991.

• "The Influence <if Agricultural Practices on the Nitrate C~mcentration in the Unsaturat'i'c:l.iinc:t Shallow .

.. • Safurafed Grciundwater Zcines". University of ·Waterloo, 1977. · · · .. · . · .· · · ·

~ · ''T~~ P~trog~flbY ~nd ¢.~oc;hernl~try of Missi~saug~ :· .. ::. Quartzite af Quirke take''.:Universify'of Western: ·

6ni~rla;· 1975: • '· · · • · · · · · · ·

• · 'Qtia\ernary Geqlogy onhe St. Marys Area, Southern Ontario''. Ontario Division of Mines, Geoscience Report 148; P.F. Karrow, 1977. Assisted with field work and mapping.

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POLICYHOLDER COMMITTEE FOR DEM UTUALIZATION


254

See the "Instructions for Completing Application for PolicyholderCommittee"forassistance in completing this form.

This•· Exhibll C -y D referred to In t/J~ 1. YOUR BACKGROUND AND QUALIFICATIONS .~ }:] ,., .11~rs 0rrw

amdav/tol. c::'.1 ;VI'- 2 ~A.I,~ ..... Contact Information

First name Ross

last n·ame Preston

Your Login ID (see. letter sent to you with the demutUa/itation notice) C0004464583

Maifing address (street) (city or town)

Phone (preferred) -Education and Relevant Employment History

list relevant credentials a nd·experi ence relating to demutua I ization, 11egotia_tions1 business, and financial affairs or insurance: (e.g,. financial services industry leadership roles; multi-party, high-value negotiations,· corporate restructurings)

Degree(s)/dlploma(s) and dates obtained BA, 1962, EconomJcs, Universit,; nf Pennsylvania, PhD, 1967, Economics, Minor in Econometrics, University of Pennsylvani

Professi~f designations (e.~1.f.FA1 FC!Pj ~

Relevant employment

Employer l: IBM Corporation, Armonk N.Y. Planning Department 1967 to 1968 o·ates: ---------------· -- ---------- -------------·

. . Economist in charge of Strategic ,macroeconomic forecasting Role des en ptron: _______________ ~----·------ -----------· -------~--------------------

Bethlehem Steel Corp. 1968 to 1969 Employer 2: _______ --"- ___ -··-- ___ ... --·- ···--·- - o·ates: --- - ..... -·-

1 • • Economist in charge of Strategic ,macroeconomic and steel forecasting

Ro e descn pt1on: ---·-------------------- ____ --·----------------------- ________________ -- -- - -- --- ----· Wharton Econometric Forecasting Associates 1969 tO 1976

Employer 3: _ . ___ . ___ --·---------- ------------------- Dates: ---------- --------· ----- ------- -

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d _ _ Director of Industrial Research 1969, Executive Director 1970 to 1976 o e escn pt1on: _____ . --- - --- -- ·- --- ·- -- - ------------------------------- ----------------------·---

1 Various Positions with the Canadian Federal Government 1976 to 1992

Emp ayer 4: ______ ·- __________ --·------------------------------------- Dates: ___ .. _________ ---.. ---··· ---· -- - -- -R

1 d . _ Director of Research, ECC; V.P. Research and Policy, Investment Canada; Director General, Industry C<

oe escrrpt1on:. --·---·· _______ --· __ ·-- __ . _______ ·-- ... ----·- _ _ ___ Other relevant experience (Attach additional P.Oges if necessary)

Below please find my c.v. [~)

Ross S. Preston is an economist (retired) living in Perth, Ontario. A recipient of the Bernard Shaubaum Prize for Excellence in Economics (Wharton School, University of Pennsylvania, 1962), Preston received his B.A. degree in Economics in 1962 and Ph.D. in Economics in 1967 both from the University of Pennsylvania. He was a Research Fellow with the Economics Research Unit [ERU], Economics Department, University of Pennsylvania, from 1962 to 1965 where he develooed earlv versions of the comouterized reqression and model solution alqorithms used to estimate and solve the

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•••• economical' JOIN-JN1)llR FUTURE

Only complete this form if you are an eligible mutual Jjolicyholder

St;;ite reaso.ns for applying to: the mutuaJ policyholder committee and why you believe you can make a posi1;ive cont:rJbution. {A·ttach adc!itional pages if necessary)

I am a professional economist with excepti!:tnal numerical skills having been trained as a mathematician before I switched to Economics. I a·m an expert in research on ~conomic matters~

_.,-I , 2. RELATIONSHIPS WITH ECONOMICAL "-[

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Iii I currently hoJ.da mutual policy

0 Jamorwasan employee, offic;er,ordirectorof Etonomlcal

D I havea b-usinessrelationshipwith Economical (e.g .. insurance broker)

D 1 have some other director.indirect relationship with.Economi ca I (e.g., spovse or relative is employed by or hos a relationship)

last-position


Nature of

relationship --------------------

Nature of

relationship --------------------

2

255

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Only complete this form if you are an eligible mutual policynolc!er

3. OTHER RELEVANT RELATIONSHIPS r l Your Relationships with Other Insurance Companies

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l.ndicate·aJI -r.elationship_s.you have with other insurancecompanles (exclodirigholdinga poficy). Checlcall that apply.

0 I am or was an employee, officer,or director of another ins1Jrante company·

Insurance

comp~ny ~-------------------Last posJtiqn

fa I have p busiil~S relatiorishipwlth anqther ins ura nee company (e.g.~ insurance broker)

0 I ba-ve·some-other drrector in&r.ect relationshipwitfl another insurance company (e.g;., spouse or: relative is

employed by or ha!ra relationship)

hel.d: ---------- Date left;

Natµre of

relatlons·hipand {J~· -. f • ll. name of insurance TD Auto. lnsl:lrance ~

company: ----------'----_,.\,-/---------

Nature of refations·hipand

name of insurance

!=Ompa.ny~. ----------------------

T L D None

[ OtherActuolot PotentiallntereststhatConffictwith Economical

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0 l have a relationship with a person or entity thatmay-consitleror has considered purehc;is.lngtheshares or-d ma}erityofthe assets·of Economical or its.successors-or Nature of

as-signs relationshi·p: ----------------------

D I have a relationship with a person or entity that is acting against or has _a-n Nature of int~restthat is adVerseto Econqmical relationship:

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O I haveai'Jother actual-or potential interest Nature ofattual or that conflicts \.Vi th Economi ca I po ten ti a I conflict:

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256

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Only complete this form if you are an eligible mutual poflcyholder

[ Other Actual or Potential Interests that Conflict Wff:h Other Eligible Mutual Policvholders

.Do you have any otiie( reLati·onships that ma¥.create an actua1 or potentiai confiictvilth the other erigibl-e

r-· mutual poj.iCyh(ilderlal a group?

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4. OTHER COMMENTS

Is there anything else you believe would be relevanttoyour..appfi"catlon for the mutuar pol1cyhold€r corr'lmittee? {Attach a.ddftionai pages if netessarjf)

S.SIGNAWRE By s-ubmitting this Applitatron Fotfl'\; I certify t/)at the: ipforntation I haV~ ptoVi-ded hete i.$ tr-u~ and tomRf ete.1 also agree to advise Mccarthy Tetra ult UP. counsel m lhe el.igibl e mutua I policyholders, of any·signifita.ntchanges to this information as· soon as possibie.

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Fioss S. Preston is an economist (retired) living in Perth, Ontario. A recipient o.f the Bernard Shaubaum Prize for Excellence in Economics (Wh'!rton School, University of Pennsylvani'!, 19.62), Preston received his RA. degre.e. in Economics irr 1982 and Ph.D. in Economics in 1967 both from the Univ.ersity oi Pennsylvania. He· was a Research Fellow with the. Economics Researcll Unit [ERU], Economies DeparJmeni University of Pennsylvania, ffblfi 191'!2 to 19115 where he dev\>loped early ver•ions ·o.f the computer12ed regression and model solution algorlthms used to estimate ·and solve the Wharton Quarterly Model [\.IVOM] and the Brooking Institute - SSRC [Social Science Research Gouncii] Model, As an ERiJ Research Fellow,. Preoston jointly publish.ed two paRers with his dissertation .adviser, Nobel Laun;.ate L R. Klein' 2 '- In 1965 Preston joined the Ecbliomic Research Department of the IBM Corporation (located in Armonk, New Yer)<).. During hjs tenvre al IBM, Preston compieted his Ph.D. dissei:tation• whicti employed a full information maximum likelihood (FIML) algorithm developed· by H Eisenpress· and J Greenstadt5 6 to estil)late (ndusl,Y production functions·, Preston also developed the IBM Anriua1 Econometria Model [IBMAEM] which iii.eluded a fully operation.al lnpul-Output sector containing 28 industries7. Jn 196'7 Preston jpjned the Planning J)epartmimt of the BethleMrn Steel Gorpqralion where M d9velop9d a fully integrated macro-econometric/input-outpullsleel industry forecasting model. In 1969 he joined the newly formed ectiridmic research· instltui.e WEFA In¢. fa spin-off of the ERU, whblly ownea by ihe Trustees of the University of Pennsylvania] as. Dire¢or of fndustrlal Rese13rch. from 1971 to 197& Preston sel'Ved a~ Executive Director of WEFA Inc.·, taught economics at the Wharton School, and lectured at Haverford College ahd MITs s~rtimet program. fot senior exe.cuti\les, While at WEFA In(<. he· developB!f the Wharton Annual and Industry Forecasting Model [WAIFM]8• WAIFM was a mucb improved version of the IBMAEN wliicli included feedback lo the model's mac;ro. framework via an Input-Output tableau, a fully articufated supply side, and a meclianism to a=uot for cha.nging· input-Output coefficients• 10• Many importaht applications· were undertaken using WAIFM including. regular 1 (j year projections· of the American eoqnor:ny11• ·~n ex~rci~e in 'feed back contrOI' 1.-vhi~h tied economic; targets. to .tile policy le:verS available to manage the economy [tax rates, spending, and interest rates]12, a number of studies ·in international trade''. a series of energy sateilile moders for the Electric Power Research ln<;tJ1ute (EPRI}, and a number of commodiw [Tlarkel models [for nonferrous metals]; His .analys1s of US economic condition:.$ was often repor)ed by the print ,in:cj el81ltronic media 14• Preston also contributed to ihe development of SOVMOV 115,

an eGOnQll'.letric model of the USSR. In 1975 WAIFM was feat.wed by the National. sci.eoc.e Foundation in Mosaic.". In: 1976.Preston participated in the NBER [Naiional Bureau of.Economic Research] Conference on Mathematical. M()dela he!d in Moscow, iJSSR17. WAIFM was ;;ilso o.f lnJeres; \o the. Economic council of Canada [EGG] because it provided data on the American economy that was needed in the· EGG model, (CANDI.DE i.O - CANadian Qisaggregated !nter-Qepartmental ];;conometric Model), it hac:I similar structural characteristics, and it covered the.same time honzon. 18 Preston became Dlrector of the CANDIDE Project at the Economic G<mndf of Canada in 1976 and Senior Research Director in 1986. In 1977-1978 Preston superv[setj the up\lati.ng and recon:slruction qf CANDIDE 1.3. When completed, CANDI.DE 2.0' contalned 715 stochastic equations and 1646 identifies excluding the Input-Output system19. From 1976 to 1991 he d!recteR the researc~ relaied to the ecoh<;>n:iic -0utfook for the ECC's flagship publicaiion, The Annual Review'°. Kis analysis -0f economic conditions was often reported by the Canadian ptint arid ·electronic media21• Preston also developed a number ofinnovative projects which used CANDIDE 2.0 22 za74 25 26 ZJ 2•

29 .so 31 32 a3 34 35 36 37 "38. puring 198~-f~9:l PrestQr.i s~rved -a·s the CBn,?diari reP.fesentaijVe to the forecasting_ arm of the A'Sia-Pacific Eco.noriiic CooperatiQn Conference [APECJ" 40 41 winning the prize for most accurate forecast in 1990. In 1992 Preston joined lri\testmentCanada as Vice-President.of Research and Policy42 and in W93 he became Director Generar of Research and Policy at lndusJry Canada . .lri his capacity as Director General, Preston co-authored and ecfrted a· number of important research studies43 " 45• In 1995 Preston returned to the WEFA Group (later part Of Glob?! Insight) as Managing Director of its Ganadia11 subsidiary;, WEFA Canada where he confinued his research and forecasting activities46• During his retirement Preston authored the novel 'Eiflnd Man's Bluff"''.

1 L R K1ein, R S PrestQn, Some New ResUlfs in the Measurement of Capacity UtiliZation, American Economic Review .. 1967.

2 LR K1ein and RS Preston, stochastic Nonnnear·Models, Econometrica, 1967.

3 U.S. ecohbmist ~s awarded Nobel Prize, The Globe and· Mail, Toronto, October 16, 1980.

4 R S Preston, An Industry Study of Cbnstant Elasticity of Substitution Class Production Functions with Special Emphasis on Capacity and Capacity Utilization, unpubilshed Ph.D. dissertafion, University of Pennsylvania, 1967.

5 .H Eisenpress, Note on the Computation o.f Fu11-tnformation Maximum-Likelihood Estimates of Coefficients of a SimultatieOus_system, Econorriefrica, Aprn, 1962.

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r> H EiSehpress and J Greenstadlt The Estirnati~on of Non-Une~r Economlc ~stems, Syst~ms Res~arch and DeveJopi;nent Center, IBM Corporation,. New York,.New. York.

1 M.K Evans and R S Pr~ston, A New Way of Wsing Ag"gregate Economic MOdels: lndt.istry Forecasts with Econometric Models, Proceedings of the BuS:iness and Economics Section of the American :Statistical Associat1o,.n, Augµst, 1 !;?69.

8 Rs Preston ... The ViJh3rtort Jl..nnual and lrtdustry Forecasting Model, Studies in Quantitative EconomicS Nd. 7, ERU, Department of E"conomiCS, Wharton School. University of Pen.nsylvania, 1972.

9 R s Preston. The Wh~rton Long Tenn Mo9eli Jnput-6utput· within- the Context of a Macro Forecasting Model, lnt.ernat[onal ·~cohomiC Review;, Vol 16,.No. 1~ Febtua:r-y, 1975.

Ill. R· s . .Preston, "The. lnput:..outp.ut sector of the Wh~uton Annual and Industry Fo~ecastinQ. Model," in Jhe BrOokings Model: Perspective and Recent DevelOpments, ediied by Gary Fromm .and Lawrence R. K1ein, Nortb~Holland1 1975, pp .. 573'$04..

11 R· s Pr.estPn and L R Klein, The .Solfd 70's: Scenario for the ·.oecade, The Wharton Eeonornic NeW$1etter, The Wharton Sthodl ·of Finance & Commerte1 University of Pennsylvania, Summer, 1970 p_p 19-23.

12 llS Pr.~stor.r, l R Kieln, ~-uen~Yun O'Brien and ~ W Br~. -Cq.n\rol Th~ory Simulations ·Using the Wharton Annual and Industry fore~stin~ Model, Meetings of f,he Eastern Econonifc Association., 1976.

-is R S Preston and Y C O'Br.ien, Trade Impact Studies U.sing the Wha.rton Annual a.nd Industry Forf!casting Modet, a Study-prepared for the. Bureau of1nternational Labor-AffairsA U.S. Department of labor~ J~liue;iry, 1'976".

"1Q year Study Calls For Bfg·Expansion {II!~ Siroka, The Philadelphia Inquire,, Philadelphia, june 19, 1970}; 2 at Wharton S!3e 198~ GNP at.$1..8 Trilli Pl'.! {The EvEining. B.ulletln, Philadelphia; June i 9, 1970}; The Pr:esident 0.ut On A. Limb (S Ais.\'P. NeVisweek; Morch 22,. ·1971); GNP E'xpected !Ci Double Wrthout War. lnfiaiion (The Evening Bulletin, Philadelphia, M"arch 22, 1"971) ;. Ten ·v~ar Forecast (The A1ma_nac, University of Pennsylvan~. voL 17, no. 4, Ma~c_h 31, 1971); Business junks ·its.cryslal ball {M Milletti, The Philadefphia Balleti.n Editonal Page, April 14, 1971); The· (lole ot E:con~rnicS .(Ls:.. Silf<, Th~ New York Times4 May 5~ 1~71); Pres:iQ:erif~ Bo:rpbsbell' to Reverberate f~r, Years (M Millett!,. The Sunday. !3ulletin, .)anuacy -9 .. 1972}; Whartbn L.ooks Afiead 9 Years and Contli.Jdes: A Better t.ife (F Lemming Jr., The. Philadelphia .IQtJuire.r, PhilaQelphia, January 9l l972)i Professors at Wharton School W"a.x Optimistic {The Evening Bulletin, Philadelphia, Sanuruy 7, W74; How ihe Analysts Blew It Again (P H Binzen. The Eiteniag Bulletin, Philadelphia, DeCe:mbet 12, 1974); Economist Says: Ameiicans. Must Learn to Consume l:ess {C. Rayburn, The Phpenix Gazette. PhOeniX, Arizona·, December "13. 1914): Area Economists PraiSe Ford Tax Cuts (M Mmetti. T.he Evening· Bulietin, P.hila.delphia, Janua!Y 14. 1975)~ Wharf.On pr~cts {P McLauQblln, PennSy1V.3rlia Gazette. Universfty o·f Pennsylvania, March 1W5, pp. 27-~0); \iYhartqn! Recession E~sing, But hard times are not over. Experts Say· (Philadelphia fnqµireF, Philadelphia. Pa., Marcn 13, 1915); Wharton fears 'Crowding Out (M MiiJeiti, Th.e Evening llulleari, Phjlad,elphia, June 25; 1975j; The Economy; Wharton Sees Roller-Coaster (M Mllletti The Evening Bulletin, Philadelphia, July 12, 1975); Wharton F'orecast TaX Cuts NeedeQ on Long Term (Green Bay Press-Gazette·, Green.Bay •. Wisconsin, July 13, f975); full ~mployment Is PredieteQ (BurlinW:c;:iJi free Rl'B.ss, Bllrlihg1ori, Vermont. Jilly 14 ... 1975[; Forecaster says it will take ye{:lrs to hike ecoj10my {BIOOmsb~rg Ptess, Bfoornstlurg, Pa., July 14, 1975~; Fo_ur percent jobless rate. seen (The Providence Journal; :Priiliioence, R L, July 14, 1975); Return io Full Employment Expected in la\e 1W0s {Martinsville Bullefin. Martinsville, Virginia, July 14, 1975); Jcibfess Decline Forecast, Harrisburg Patrjot. H8rrisQurg, Pa~, July 14 .. 1975); Economist Hopeful (N~lchez Democrat Natchez, Mi.ssissippi, Ju!Y 14, 1975); 'Full employmenr seen before 1980' 1lndepen(ient-Herald. Yuba City3. Galifomia, Jµly 14, 1~75); Drop fo Jobless Rale Predicted (Journal, Phillipsburg, Pa_. July 14, 1975); 4-5% Jobless Rate By End Oi 70s· Seen {Register. Santa Ana, California, July 14. 1975); Economist for~se~ ·gradual drop in uriemploynient rate, inflation (Allentown Call, Allentown Pa·.l July 14. 197P.); Economists ·OptimistiC {Re.cord-Argus, Greenville, Pa., July 14, 1975); Economist ForeGa$ts Full Employment By Th~ Late 70s (Republfcan, Kane, Pa. July-14, 1975); ~nomists Forecasts low jobless r:ate in late 705 (Tribune, Lewiston, Idaho, July· 14., 1975); Unemployment Ra~ Ell!>e.cted To Be 4-5% Sy Lale '7-0s (The AriZona Daily Star, Tucson. Ark:ona, July 14. 1975).; Better Times Predicted {~mericah, Somerset, Pa., July"-14, 1975}; 4% to 5% Jobless Rate By Late '?Os Predicted (Times-Leader News Ret:ord, WilKes-Barre, Pa., July 14~ 1975); People and Business FQrd Backs Fed Independence (New YorkTimes, New Yori<. NX. July 15, 1975); Says Jobless Rate to Fall {Jouma.l, Corry, Pa., July 15, 1975); Wharton forecast '77 a good year (Focus, Philadelphia, Pa

i!i 0 W Green and CJ Higgens, SOVMOD I: A macroeconometric model of the Soviet Union, Issued by Crane, Russak for .the Strategic Studies Center of the. Stanford Research lnsfd:ute, Academic Press, 1977.

16 The New Delphians, Mosaic, the National Science Foundations, Washington D.C., September/October, 1975.

l7 R S Preston - The Wharton Leng Term l\nnual and Industry Forecasfing ~./lode!: StructuraJ Characteristics and Polley ApplicafiOn, NBER Confetenoe on Mathematical Model, Mosco~v. USSR., June, 1976.

16 The. Ninth Annual Re'liew qf the Economic Council of Canada (Th~ Years to 1980, Ecdnotnic Council of Canada, Oftaiva. 1972)

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19 RS Pr?ston et af, CANDIDE Model 2.0, Mope! Description, Economic Co!,.Jncil of Canada, Ottawa, October, 1979.

iQ The Thirfeenth AilnuCJ1 Review •. The Inflation Dilemma,_ Economic Gouhci/ of Canadi:i, Ottav.'2., 1976. The Fourteenth Annual Revrew, lntothe 19805, The EconomicC'Ciuncil of Canada, Ottawa'" 1977. The Fifteenth Annual Review,.A Time for Reasori', Economic.Council.of.Canada. Ottawa. "19.7-8~ Sixteenth Aon4al Revie.w, Two CtieeiS for the Ei_ghties; EtononiicCouncil ofCana:da, Ottawa, 1979. The"$ellent~entb A.nnual Revie:v1) A ClimateofUnc;:ertainty, Econ·omic· Coun.cil-Qf Canada, Onawa, 198Q~ The Eighteenth Annual Review, Room.forM;;:inoeuvre, Economic CouncjJ of Cana~a. Ottawa-. DecemQer, 198t Tl)e Ninetei?nth Anp"ua)·Review, Lean Times- P61icieS and Cor~strainfs, Economic co·uncil of GanBda,·01tawa, 1982. The TWentieth Annual Review, On the Mend, Ecoriofilic Council bf Canada. Ottawa, 1983-. The Twenfy.-FlrslAnnuaf·R:eview, Steering the-Course, EconotnicC.oulicil of canada1 Ottawa, 1984. The Twenty-Second Annual Review, Strengthening Gr-0Wth-Options and Constraints, E:eonomic CounCJl of Canada, Ottawa, 1985. The Tw~nty-Thir<f.Annual Review, Cha119ing Times, Econ.0:rriic·Counc!l of Can~d;a, Ottawa. 1986. The Twenty.-Fourth Annuat:

3·

Re.vi~w.. ~eaching .Oufw<:1rd, £90.nomic. Coupcij of Ca:nada, Ottawa, 198.7. Ttie Twenfy-F~.Annual ReView •. Back to BasicS; EconOrnfc C9o~Cil cf-Canad?i, Ottawa, 1988; The TWenty-Sixth Annual Review, Legacies, Ottawa; Economic Coul'icil of Canada. 1989. The Twenty.Seventh.Annual.Review: Transitions of the. Nineties, Econoniic Cou"ncil·of Canada, Ottawa, 1990~ The Twenty-Eighth Annual Review, A Joint Venture, Economic Council of Canada, ·Ottawa, 1991.

21 Every oil .price hike rp~ consumer's boat. The -Citizen, Ottawa, $ept~mber 49~ 1980; A Toulir)"; S_elf-i:;ufficiei:icy gpal by 19.90 in <ia:nger; e>::.Perf.s war11; The SpectatQr, Hamiltbri, Nov~mber 13 1980; F Harrison, Oil price shifts leave less roor'n for budget.ease; Flna_ncial Post, Toronto, November 7, 1980; J Robb,_Can-adlan;productivity hasn't rebounded: repo~ The Cifizen, Ottawa,. December 1.04 1980; .B Hepburn, .Major oil price hikes urged by economists, The Star, Toronto, December i 0, t9Bo; D Crane, Put Canada t-o work for a better futun~. experts say, Th~-S@r, Toronto, D?cember lO., 1980; J Robb, Energy pf icing j;;sue da~ens .economic forecastr The Citizen, O.ttawa, Oe.cember 1 Q, 1960.; Raise oil price_s even faster Oftci,wa urged by a_dviSerS1 TheG~ett~. M9Atreal,·D~Gel'nber 11, 1989; J RuSk, Energy fs keyto-overcomin9:h8.rd.times in the 'BOs, ECC says, The·GJobe and Mall, Tot.onto, DeGember 11, 1980f J Rusk, Economy .called farWor:se than budget .reported, llfe Globe and Mail, T-Oronto,_ December 11, 1980; R·Anderson, ECG now gives growl;h 'top priority' status, The -GiObe.and Mail, Toronto, December 1 :t, 1~80: L Shifr~n. Everybody1s economic viev.rs are supported by somebody., The Citizen, Ottawa; Dec::ernber 17, 1980: Use oH ievenue to spur gro.wth - economisl, The Sunday Star, TOro.nto .• DecemPer 21l, l98Q; D McGil[ivray; Viable energy.policy needed, The Cftizen, Ottawa, Dec)'mber24, 1980; D MCGregor, "Federal St~CJl~ac;ls·t!' Stiak~Up: lii¢.¢me Ta·x lnd~xing Gomes UhdBr Fire;,, Finaflc1a1 Times-0f'Gariada, Tororitot Jun·e 15, 1981~ S Riley; J?t;JUe:f at a_nchor, MaC?1ea_ns's, Toronto, May 18.. 1981 .• pp.42-44. Edistin St~alfi Canadian Pre~s1 Ottawa_, Octotier 14, 1981; Citizen Stafft. opposition Urges action on eco'ni:lniic report. The.Citizen, Ottawa:, October 14, 1981; T Wills, Taxes will give Oltawabudgetsurplus: Council, The-Gazette, Montreal, Octqber.14, 1981; M Vastel, Le CEC predit un boom d~ 1nvestissement, Le Devoir, Montreal, pctober 1.4, 1981; T \/Valkomi ECC crtffc8J of Goverriment's POiley on jntetest rates, Glci!le: ~.nd Nici~. r:<>ro~to. Oct6b~·r 14, 1~~1; Ci~ize·n Staff; opposition urg~S.actiot:t:bn eCOno~iCforeCast, The-Citizen; Ottawa,. October: 15, 1-981; Canadian Press, ECG outlook is optimistic, Globe and JiJlail, Toronto..,. October 15. 1981; D Mt:GilliVray, Etonoinic council earns ifs 31 cents, The Gazette, Mqntreal, October 16, 1981-~ D McGillvary, ECC plan beats Bran-cf X economics, The Citizen, Ottawa, 0ctober 15, 1-981; Editorial, With one voice, Globe anQ Mail, Torofi;lo-, QctQb.~r 20, 1981~ A Oqnner, Pi"e!?sure is.mounti11g for poticy ~baJ)ge, G!g~e .and. Maifr Ton:inW, Nove"mber 11, 19$1;. ~ G!Uespie, High inflation expected-un~il mid.:'.80?, The Citizen, ~awa. December 17, 1"981~ T"Walkom, ECO prescribes·taxchanges, Cure offered airing economy, Globe and Mail, Toronto, December 18, 1f!·s1_; IWalkcom, ECG wants corporate. taxes cut, personal levies raised) Globe and Mail, TorontoL December 1_8, 1981; R ~wyn, A light in economic tunner, The Cttizen, Ottawa, December 19, 1981; A Orache..What really went wron·g inside Finance, The Finan.cial Pos.t, Toronto, Decem:ber 19, 19.81; The Na~ion, Business welQOmes MacEache.n's "'ba.c~t(a~~ldng', St.!ftday St~r. TOronto, D~cembe( 20. 198~; F Harrisbn, Economic Councils moves· in where angels fear to tread, The Financial Po·st, To_rdnto; December 2~, 1981; R Andetson, Hard times ahead far next five years, Globe and Mail .. Toronto, January 7, 1982; T Walkom, Consumers feel Jike they are swimming. with sharks, budget ci:itlcs states., Globe and Mail, Toronto, january 7, 1982; C Lyncih, ConservatiVes hii:thejackpot, The CJl:iZen, Ottawa, January 7, 1982; C Harherine Hanis, Economic mis!9ry lev!'!I poised for !J dec~ne, The FinaQc1al Post, Toronto, January 9, 1"982; S Friedland, This may be the worst year since the Dep~sion; Th~ Citizen, Ottawa, January 15, 1"982; T Walkom, Ottayva setting Up plai1 fdr central economic co-ordination, Globe arid Mail, Toronto, January 1.S, 1982; Editorial. They are everywhere, Globe and Mail. Toronto., January 18, 1982; K MacQueen, A historic debate begil1s, Maclean's, T otonto, September 16, 1985; Caution .lights, Mac!ean's, January 9, 1989, pp 27; Oian Forrest, The Big Bank Theory, Doe.s anybody understand tl)eBaqk of Canada'? A bluffe_r's guide to its myst~r_ies. M.Qneywi?e, The Financial Post, November 1989, pp34-44; Labor: changing the guard. The Evenirig Telegrein, S~ Johh's, NF, November 5, 1990; Canadian Press, Current.economic policies. questioned, The Mail Star, Haiifax, NS, November 7, 1990; Ecfrtorial Page, Recession, -reeession, recession .•• The Southwest Lance, Winnipeg, MB1 November 13, 1990; Council warns of need for change, Canadian Packaging, Tor.onto, ON, November 15, 1990; National will.wanted[~ inflation], Tue-Wig-Standard, Kingston, ON, Noveinber 17, 1990; A vision is outlined; prac.ticalffies. to follow:1 Th~ paify Mer~ury, Guelph1 ON, Novem~er 22, 1-990; Our polit1ci~n$ lef uS d6wn, a~ain ... , The Guardian, Cfiarlqttetown~ PE. November 24, 1990; -Arthur Donner, Federal-pravindal co-operation needed to forge economiC polity~ The Toronto Star, T-.oronto; November 26; 1990; Canada needs new employment policy, The Western Producer, Saskatoon, SK, November 29, 1990; John, Raymond, Government the majdr villain in rising inflation; The Globe and t~111il, Toronto, Nove,rnber 30, 1990; Sieve Amok!, F~w Jobs create.ct· in middle-income bracket, The B4rlington Spe;ctator, BUrlington, ON, December 4, 199Q; NDP seems ready to spend, The .Age DispatciT, Strathroy, ON. December 5., 1990; Gayle MacDo"nald, Stop ··hammering' public with r.ates, The Financial Post, T-0ronro, ON, December 7, 1990; Janice Walls, Lowering interest rates 'won't solve industry problem', Daily Commercial News, \Nillowda-le, ON, December 10~ 1990; Pciying.forzero inflation, The Evening Telegram, St John's NF, December 20, 1990; Gregoty Ip,. E.conomies cl"pud offers no silver lining OQ intei:est rates, The Financial Post, Toronto. ON, December 29, 1990; Larry Welsh, Federal

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axing called political, -Globe and Mail, Toronto, March 4, 1993~ David Crane,, Ottawa's inflation fight carries Jong-tenn costs, The Star, Toronto, May·17, 1992

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22 R S Pr~ton - An Assessment Qf the Impact of the Fed.ei:ral Bu?get on thi;; Canadi~n E;co"noinY ... Econotnic council -of· Canada;. Ottawa, December, 1'980.

:i~ R Preston and B Gain, Canadian crµde petroleum self S!Jffic;fency in alternative domestic and international pricing EiOVironments, Eeonomi6 c·aunc]I of Can~da, Ottawa, 1981. .

~4 R S Preston and B Eyford, An Ess-ay on Revenue and Spendlrig .ElastiGities, by level of Gove'rni'nent, Etonomic Council of Canada, Ottaw'"a, 1981.

2:i R S Preston - Th~ Me~ium-Term Outlook, Spdng 1981 Rea.ss~srn.ent, Economic Council of Canada, Otta~a. fy'lqy, 19a1.

;;5 RS Preston - Optimal·Control: An Appfication Using Candide Model 2.0, Economic Council of Canada, Ottawa, 1-982.

n R $ Preston, An Analysis of the Major Dynamic Properti~ of Gandide Model 2.0, Economic Council of Caoada, Ottawa, June, 1982.

211·Speaking0Lit, in Au Courant, Economic Council of Canada, Ottawa,_ Vol 4. No. 2. 1983, pp 16-17.

29 Highlights from th.e Councif's Twenty-Second Annual Review of the economy, in /w. Courant, Economic Council of Canada. Ottawa, Vol.£, No. 2, 1985,pp.2-10.

30 So.lid J;coiioni.1c E>;pansic:in Exp~c~ed, prrn;Juc~vity Recovering aft:er Growth Slowdown, Hard to Bring Down Interest Rates AIOne1 cind Investment Recovery· Likely to Siow in Near Term, EconomiCCouncii of Canada, Ottawa, October 17,. 1985.

31 Speaking Out, in Au Gourant, Economic Council of.Canada, Ottawa, Vol. 6. No.~' 1986, pp 16-17.

32 Speakihg Out. in Au Gourant, Economic CoUncii ofCanada1 Ottawa, Vol. 7. No. 4, 1987, pp B-~

33 R $Preston, An Analysis of the Proposed GST, EconomiC Council of C3nada, Ott.awa, .November, 1989.

~ R S Preston~ Rules of Thumb for the GST, Economic Council of Canada, Ottawa1 November., 1989.

35 R S Preston, Spending Cuts as an Option to-. the ·solution of Fiscal lmbalance, Economic Council of Canada~ Ottawa • .Augus~ 1989.

:!.& R S Prestcn~ The Impact of the April Federal Budget, Policy Mix and Pelformance Targets, Economic;. Cot,.incil of Canada, Ottav.'a, May, 1989:

~ R $ Preston, Potential ·Growth, Policy MDc, ihe Deficit-and Fle.xibmty -A Looi) at the NeXt Ten Years, Economic Council of Canada, Ottawa, April, 1989. ·

38 R S Preston, H Saiyed and A 8!.lrns, The NatU.ral Rate, Scarring, Cycles, Shock-s, Persistence; and Hysteresis, Economic Cbuncil of Canada, -Ottawa, WP No. 44, 1992.

'J'J R S Preston, The Ganadian Economic Outlpok, prep~red at the request of the Canadian National Committee on Pacific Economic Cooperation for the March, 1990, Osaka cOnference sponsored by the Japan Committee for the PEG and the Kansai Ecpnomic Research Center in Cooperation with the U.S. National Committee of PECC.

~0 ~ S Preston, The CanadJan Outlook 1990·91, the Pacific Economic Cooperation Cbnference (PECC).

.:1 RS Preston, Th!3 Canadian -EconomiG Outlook 1991-92, the Pacific Economic Cooperation Conference (PECC).

42 Investing In Canada, A Newsletter on Canada's Investment Climate, Investment Canada, Vol. 6, No. 2, Fall and Winter 1992, pp.10. .

(3 R S Preston .and H Saiy.edi lntemationql Comparisons of the CQSt of Capital, Industry Canada, Research and Policy Division, Ottawa, March 24, 1995..

44 J M l\Jlinfz and R S Preston (editpts). Capital Budgeting in the Public Sector ,John Deu~ch Jnstitute for the Study of Economic Policy, Queen's University, Kingston, 1993.

45 J M Mintz ahd R S Pteston. {editors), lnfrastrocture and Competitiveness, The Tenth John Deutsch Roundtable on Economic Policy~ The John Deutsch .Institute. for the Study of Economic Policy, Queen's Un1veisity, King·ston, 1993.

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46 Ross S. Preston: and Haider M. Saiyea, The Impact of Foreign Direct liivestment on Job Creation· and Economic . (?r9wth.: Evid~nce from the WEFA Canada Tv1a.ci:O Ecooome.itric Model, WEFA C;:inada, 1996.

47 Ross S. PreStbn; Blind Man~s Bluff, Vantage Press~ 2007., New York, New York.

5 262

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o•• economical JOIN lN OUR FUTURE


Only complete this form if you are an eligible mutual policyholder of Economical See the "Inst.ructions for Completing Application for PolicyholderCommittee" for assistance in completing this form.


Contact Information



Lisfrelevant credentials and experience relatihg-to demutuallzation, negotiations, business, and financial affairs or insurance: (e.g,. financial services industl)l /eadership roles; multi-party, high-value negotiations; corporate restructurings)



11.6 J Relevant employment I ..

Employer 1: __ £e11LSL._~o_u_J;./_6~----- -·--- Dates: ____ f9.k.2:_:::_'?1._Q DJ_. _____ _

Roi e des cri pti on: _ff &w-1tC)J~A!.~.--£1Ppe_r:..N El5.___:_ __ u.1.tl=~-"2--~-'-v-..J_F_'=. ... C)./!!€t._c.

Employer 2: _«::_u»rz...----El~l~_(d££Qf?l.,,B_zLMlfj._ Dates: __ d_o.t2)--~ __ d:9 q_f_ __________ _

Role description:_____ .. eE..a1.12EJ;,lT_ ... ______________________________________ ........... ----

Employer 3: ___ 'J)JE;__..{b_f6!..f.I /:)· __ _£p ~BILD_tJ) ____ . Dates: _d,r)_(,d!} ___ -::_d- D l_,b ______ _

Role description: __ £'>( __ ec__f.,/_T.JJLE_ ;J); If!:_ E:_c;rag__ ___________ ·-·· ----------·--Employer 4: _________ _

-----------------·----·--··---··· Dates:---------··------·--·------·--------

Role descrl tlon: Other relevant experience {Attach additional pages if necessary)

1 ··--.. ···-·-··--·· SIONER FORTPl<lll3 AFFIDAVITS

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Only complete this form if ypu are al) eligible mutual policyholder


.State feas<>ps for applyi'ng to the mutual pollcyholder committee and why you believe you can make a positive-contribution. (Attacil additional pages if necessary)

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Nature of

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3. OTHER RElEVANTRELATiONSHIPS-

Your Relationships with Otfier/nsurance Combanies

Indicate all relationships you havewith-0ther insurance companies {excludingholding'il policy). Check all that apply.

265

00 lam-0rwasan empf:oy-ee1 officer,ordirectorof another insuranc_etompany·

Insurance -/jfe~·!'ll!.IJrJTE:e ~fc,(j7fi!rvy company• __ _,{).,, .. e<.r___,M"""".l'.?""R~T'-'l-'-'-}~A"'-'-'-1-4=µ"'"'-b=-..::c..,;{.;8:!-__

ll] l have a business refatibnshipwith .another iosurf!rice company (e.g ... insumnce broker}

D I have some other director indirect· rel a·ti onship·with another instlra.nce company {e.g ... sp~use ot relative is employed by or has. a re/atlonsh;p J

Last position held: )>1RE<-TDJf. Date left: Sv1.-1.. H[;Z_.D


name of insurance compan~~~~~~~~~~~~~~~~~~~~~-

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O I have a relationship with a person or entity that is actingagi:linstorhas an interest that is adverseto Economical

D lhaveanother actuai or potential interest that conflicts wit!] Economical

Nature of

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Nature of

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Nature of actual or


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Only complete thisfo·rm if you are an eligible mutual policybolder

Other Actual or Potentiallnterests thatConf/ictwfth Other Eligible Mutual Poficvho/ders

Do you have·any other relationships thatmaycreatean actualorpotel)tial i:onflicJ;Witl)the other eligible mutual policyholders as a group?

D Yes !P)eose explain ~attach additional pagesjf necessar1)

[.._______,__ __ ~-----------! f

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c_, 4. OTHER COMMENTS

I~' ls there anything else you beli eV<' would be relevant to your application for the mutual policyholder committee? (Attach additional pages if necessaty).

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,,,,., By submitting this Applkatiog Form, I certify that the rnformati.;in I have provided here is trueand·complete.1 also agree to advise L Mc.Carthytett·auft UP, ~oun:;el tQ. tne eJi.gi~ieml$.jaJ PoliCyhoJderslofanysJgnJfiq1ntchangestothis inforrnati_on as soon as possible.

J consent and aclmowledgethat(1J my qame will be posted on Economical's dernutualizationwebsite;{2) I may be contacted by lega f r counsel to the eligible mutual polityholders;(3Jthis form or its contents may be ·snared with Mcca.rthyTetr<1ultUP, Economi.cal, and I ·filed with the court {becoming publ.ic); and .{4) if Economical detern:iines silch·!nform.ation js relevant to the app.oihlinent of ·-.· poJicyholdercornmittees orthe demutuaHzatiori proc~-s, personal information about me in·Economical'srecords maybe.sharedwith

, McCartfiy Tetrault U.P and filed with the court (becoming public). Such personal information may include policy details, claims r history,-0r anyadditionakonnections with EcOhomical (e.g., employment bi.story).

;: ..,.;_,;.._ ~ ,_ Date: J;t/1 /:> /; & L (Doy, Month, Year)

.7 . . . The APPLICATION DEADLINE ls October24,2016.App)ications received afyer the deadlfnewlll notbe considered.

r-j Submit your completed and signed ·application by email or mail to:

[

Sharon Kretchmar McCarthy. Tetrault LLP Email:[email protected] Mafl:Suite 5300;66 Wellington Street West

P.O. Box 48, ID Bank Tower Toronto; ON MSK 1E6

,Pleasedirectany questions to Sharon Kretchmar at the address above or by ca fling 1-877-244-77ll,x54S114. r· L 4

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Personal/Education

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Born and raised ·in Waterloo Region Married to Ronda with three children, Darren, Jason and Carey Graduated in 1962 through St. Jerome's High and Eastvvood Collegiate Designated a Chartered Accountant in 19:67 through Queens University and The Institute of Chartered Accouhtants of Ontario

• Completed an execqtive programme in 1984 through Harvard University

• Named an honorary alumnus at Wilfred Laurier University

• Participated actively in many sports, such as football, baseball, basketball and squasti with sortie national, provincial and regional . successes

• Named K/W Citizen of the Year in 2004

Terry entered· the business world through finance but is skilled at operations, strategies, human resources, global marketplace, acquisitions and board governance through his executive experience.

• joined Clarkson Gordon, now Ernst & Young in 1962 • p·artner in 1974 • For· 39 years, Terry was with the international accounting firm of Ernst &

Young and_ was the Office Managing Partne_r for their Waterloo Ri=gional office for the last 5 years of his tenure. He helped Ernst & Young's office in K/W grow to a 150 niember full-service professional firm servicing the region in the areas of accounting, auditing, advisory, taxation and corporate finance. During his career, Terry served many dients in the manufacturing, education, health care, energy and automotive sectors.

• Retired from Ernst & Young. in 2001 • Joined Kuntz Electroplating as Vice- President .of Finance in 2001 and

thereafter promoted to President and Chief Operating Officer. • Kuntz is one of the largest nickel/chrome plater and metal finisher of

products in the automotive and motorcycle industries. They finish wheels, bumpers, tubular running boards and engine parts for cu$tomers in the global marketplace. Kuntz employs 600 people with 350,000 square foot facility in K/W and remains a family owned business.

• Retired from Kuntz in 2008

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• Joined the Cowan Foundation in 2010 as Executive Director

The Cowan Foundation is a charitable organization activated in 1995 in honour of Frank Cowan, the company founder. The Foundation exists because of the success of the Cowan Group of Companies including Cowan Insurance Group, Frank Cowan Company, the Guarantee Company of North· America and Milfennium CreditRisk Management. Terry is the Chair of the Community Betterment Committee which reviews grant app'lications and is also a member of the Foundation's Board of Directors.

Community

Terry has been involved:,

• Past Director and President of Waterlop Region Cat)1olic Community Foundation

• Past Director of Waterloo-Wellington Chartered Accountants ASsociation • Past Directpr and Treasurer of Kitchener Waterloo Community Foundation • Past Director and President of Westmount Golf and Country Club • Past Director and Treasurer of St. Mary's· Hospital Foundation • Past Director of Greater K/W Chamber of Commerce • Past Director of the Ccmservative- Business Association of Waterloo Region • Past Governor, Wilfrid Laurier LJniversity • Past Director, Waterloo Regional Mam,ifacturing Innovation Network • Member or Volunteer for:

o United Way of Kitchener Waterloo o Wilfrid Lallrier University o Kitchener Westmount Rotary o Orie Voice One Vision Campaign o Canadian and Ontario Institutes of Chartered Accountants

• Past Director of the Grand River Conservation Foundation • Director of Capacity Canada_

Corporate Directorships

Terry has become a professional director and has chaired or participat\'=CI in most . committee functions SlJCh as audit, human resources, compensation, strategy and governance.

• Chair of Cowan Holdings Inc. • Past Chair of ComDev International • Director of Guarantee Company of North America • Director of Linamar Corporation • Director of Tournament Sports Marketing • Past Director of Economical Mutual Insurance Compariy

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JOIN IN OUR FUTURE



269

See the "Instructions for Completing Application for Policyholder Com'mittee" for assistance in completing th is form.


Contact Information

First name David

Last name Saunders



{province) (postal code)

list relevant credentials and experience relating to demutualization, negotiatioi;is, business, and financial affairs or insura nee:

(e.g,. financial services industry leadership roles; multi-party, high-value negotiations; corporate restructurings)

Degree(s)/diploma(s) and dates obtained B. Math 1977

Professional designations (e.g. CA, CFA, FCIP} CPA, CA1978

Relevant employment

Em lo er l: war Amputations of Canada p y ........ .. ..-·-···-·····--

Chief Operating Officer Role description: ·-···-·.. . ..... --·- ...

Thome Ridell, a KPMG predecessor Employer 2: ··-·············. _ . . .. -···· -...... . ..

Staff accountant Roledescription:

Employer 3:

May, 1979 to present Dates: .. --------·--·

January, 1973 to May, 1979 Dates:

Dates:

L., Role description:

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Role description:

Other relevant experience (Attach additional pages ifnecessory) See attachea.

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Dates:

Thli!sExhlb~fOfnth11

A COMMISSIONER FORTM<lf'G AFFIDAVllS

[ e !cor10mical JOIN IN lLR FUTURE 2 7 0 Only complete this form if you are an eligi!ile mutual policyholder

. I Reasons for Applying I State reasons for applying to the mutual policyholder committee and why you1believeyou can make a positive contribution. (Attach additional pages if necessary) · f

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Indicate all relationships you have with Economical Mutual Insurance Companr or its member companies. Check all that apply.

[ Iii I currently hold a mutual policy

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Economical :

D I have a business relationship with Economical (e.g .. insurance broker)

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Last position


Nature of

relationship ---------------------


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Only complete this form if you are an eligil)le mutual policyholder


Your Relatia~:;hips with Other Insurance Companies


i 0 I am or was an employee, officer, or director of Insurance I


D I have a business relationship with another insurance company (e.g., insurance broker)

Last position held: __ .!,_ ________ Date left:

Nature of relations hip and

name of insurance

271

·company: ---+--------------------

0 I have some other director indirect Nature of \,, relationship with another insurance relationship and ,I

company (e.g., spouse or relative is name of insurance

employed by or has o relationship) company: --+-'-------------------~- I ... U Ii None I

~ I L Other Actual or Potential Interests that Conflict with Economical I

Indicate any other relationships that may create an actual or potential conflicflith Economical. Check all that apply.

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entity that may consider or has considered 11l·,! ..

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purchasingtheshares era majorityofthe assets of Economical or its successors or Nature of

assigns relationship:---+-------------------!

D I have a relationship with a person or entity that is actingagainstor has an interest that is adverse to Econoriiical


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Nature of ! relationship: __ __,!. __________________ _

·Nature of actual or ·

potential conflict ----+~------------------

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Do you have any other relationships that may create an actual or potential conf!ictwith the other eligible mutual policyholders as a group?

O Yes (please explain - attach additional pages if necessary)

i!i1 No

4. OTHER COMMENTS

272


5. SIGNATURE

By submitting this Application Form, I certify that the inforrhation I have provided here is true and complete. I also agree to advise McCarthy Tetrault UP, counsel to the eligible mutual policyh01ders,of any significantchanges to this information as soon as possible.

I consent and acknowledge that (1) my name will be posted on Economical's demutualization website; (2) I may be contacted by legal [ counsel to the eligible mutual policyholders; (3) this form or its contents may be shared with McCarthy Tetrault UP, Economical, and

filed with the court (becoming public); and (4) if Economical determines such information is relevant to the appointment of policyholder committees or the demutualization pr:ocess, personal information about me in Economical's records may be shared with

r--- McCarthy Tetrault UP and filed with the court (becoming public), Such personal information may include policy details, claims

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Applicant's Signature: _l;J)l_~, =--V-------~----1.~ 1/~/;r:, Date: ~[)~{,.~J_Z_[)-+-/ ~2_0~} 6~·

(Day, Month, Year) [

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Lr~. The APPLICATION DEADLINE is October 24, 2016. Applications received after tf\e deadline will not be considered. , I

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Sharon Kretchmar McCarthy Tetrault LLP Email: [email protected]

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Mai I: Suite 5300, 66 Wellington Street West 1

P.O. Box 48, TD Bank Tower I Toronto, ON MSK 1E6 )

-[ Please direct any questions to Sharon Kretchmar atthe address above or by calli~g 1-877-244-7711 x 548114

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I have worked for the War Amputations of Canada (War Amps) since 1979 and have acted in a number of roles over the years. These roles include Comptroller, Director of Finance, Executive Director and C&ief Operating Officer.

During the years one of my main responsibilities is dealing with government officials including politicians. This includes making presentations on behalf of the War Amps to committees examining applicati_on of Canada's Freedom of Information and Privacy laws and the respective provincial statutes.

I am currently dealing directly with officials in Alberta, Newfoundland and Labrador and Northwest Territories.

I also had the opportunity to work on a committee that examined the effects of thalidomide on Canadians who were exposed to this drug while in their mother's womb and the effect on their physiological development in the early 1960's. This committee included thalidomide victims, the former Official Guardian of Ontario, the lawyer who represented a number of families:in legal proceedings against the drug company, and others, including War Amps CEO the late Cliff Chadderton. This committee was formed in December of 1987 and concluded with a report to the federal government in December, 1991.

After negotiations with government officials, an appearance before a parliamentary committee and numerous media interviews a settlement was reached. This included some support for the individual thalidomide victims, the setting up of an organization to represent the thalidomide victims and, most importantly, an undertaking by the government that the settlement would remain open and

. additional compensation could be requested as the effects of aging on these individuals became understood.

This undertaking was the basis for the further compensation that was awarded to these victims almost two years ago.

In my current role I also deal with in excess of150 staff in"Toronto, Ottawa and Montreal.

I have also been involved as President of a minor hockey association for four years and as a Director of the Ontario Minor Hockey Association for seven years. During . .

this time I was involved in a number of different discussions and decisions that ultimately shaped both organizations into the future.

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Economical Mutual Reasons for Applying

A ·number of people that I have had the pleasure to work with over the years have described my management style as one of consensus building.

The Board of Directors of Economical Mutual has decided that it is in the Company's best interest to demutualize. The government regulation has set up a process to do so. It is our responsibility as respective committees to ensure tha,t that takes place. This will require a great deal of communication. It will require an understanding of the issues as seen by each of the respective committees and the development of a consensus that Will allow the demutualization to be completed.

At this point in my career I have a great deal of flexibility in my personal scheduling to allow me to devote the necessary time into the committee negotiation process over the next year for the actual negotiation process and all other stages in the process that will take place thereafter.

274

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275

See the "Instructions forCompletingApplication for PolicyholderCommittee"forassistance in completing this form.


Contact Information

First name Daniel

last name Spears





(province) {postal code)

List relevant credenti a Is and experience rel ati ngto demutua I izati on, negotiations, business, and fi na nci al affairs or insurance: (e.g,. financial setvices industry leadership roles; multi-party, high-value negotiations; corporate restructurings)

Oegree(s)/diploma(s) and dates obtained Fellow of The Insurance Institute of Canada, with honors 1990 I Graduated Halifax Community College 1978

Professional designations (e.g. CA, CFA, FC/P)

FCIP

Relevant employment

Employer l: Economical Insurance Group Oct 2004 - March 2014 (retired) Oates: -~-~~~--

. . Regional Vice President, Atlantic Region (see attached CV for details) Role description:

Employer 2: Canadian Northern Shield (CNS) Insurance Company

Dates: Aug 2003 - Oct 2004

1 d . . Regional Manager, Vancouver Branch (see attached CV for details)

Roe escr1pt1on: ---------------------

Aviva Insurance Company of Canada Oct 1998 -Aug 2003 Employer 3: _ Dates: -

1 d . . Regional Manager, Vancouver British Columbia (see attached CV for details)

Roe escnpt1on:

Commercial Union Assurance (Aviva Canada) Mar 1995 - Oct 1998 Employer 4: Oates: -Role descri ti on: Branch Manager, Halifax Nova Scotia (see attached CV for details)

p ........ - . -·---··-- .... ·-· . . .. ... . Other relevant experience (Attach additional pages if necessary)

ThTi is Exhibit, , C-;- L-() .referred 1~ See Cover Letter attached.

attTdavltof. tJ4J/\9(J-::3'. CAf sworn be~re me, 1111' I CS- Jk day of, tjfNf. ~JJde£ 20

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l Reasons for Applvinq


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1 ndicateall relationships you have~ith Economical Mutual Insurance Company or its member companies.Check all that apply.

[ Ii] I currently hold a mutual policy

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Economical

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Last position RVP, Atlantic Region held: Date left:

Mar 2014

-----------

Nature of N/A

relationship ---------------------

. Nature of N/A relationship ---------------------

2

I L ••• economical' JOlN IN OUR FUTURE

__ r Only complete this form if you are an eligible mutual policyholder



Jndicateal/ relations hips you have with other insurancecompanies (excluding holding a policy). Check all that apply.

L D lamorwasan employee, officer,ordirectorof Insurance NIA another insurancecompany company

~·

L Last position held: Date left:

" L D I have a business relationship with another Nature of

ins ura nee company relationship and (e.g., insurance broker) name of insurance NIA

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[ relationship with another insurance relationship and company (e.g . ., spouse or relative is name of insurance NIA employed by or has a relationship) company:

·[ .i None

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L Other Actual or Potential Interests thatConf/ictwith Economical

r· Indicate any other relationships that may create an actual or potential conflict with Economical. Check all that apply.

L D

[ I have a relationship with a person or entity that may consider or has considered purchasingtheshares or a majority of the assets of Economical or its successors or Nature of NIA

277

assigns relationship: ---------------------

[ D I have a relationship with a person or entity that is acting againstor has an interest that is adverse to Economical [

D I have another actual or potential interest ,-. that conflicts with Economical

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Nature of NIA relationship:---------------------

Nature of actual or NIA potentia I conflict:

-------------~-~-

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. Other Actual or PotentiaflntereststhotConf/ictwith OtherE!iaib/e Mutual Policyholders

Do you have any other relationships that may create an actual or potential conflictwith the other eligible mutual policyholders as a group?

[ D Yes (please explain - attach additional pages if necessary}

)~

278

L;'--~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~--'

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4. OTHER COMMENTS

L~ Is there anything else you believe would be relevant to your application for the mutual policyholder committee? (Attach additional pages if necessary) [I "· c~., ,_, """'"

[ 5. SIGNATURE

... f·-- By submitting this Application Form, I certify that the information I have provided here is true and complete. I also·agreeto advise L McCarthy Tetrault LLP, counsel to the eligible mutual policyholders,of any significant changes to this information as soon as possible.

\~ J consent and acknowledge that (1) ITT{ name will be posted on Economical's demutualization website; (2) I may be contacted by lega I

counsel to the eligible mutual policyholders; (3)this form or its contents may be shared with McCarthy Tetra ult LLP, Economical, and c_cfiled with the court (becoming public); and (4) if Economical determines such information is relevant to the appointment of ~policyholder committees or the demutua lization process, personal information about me in Economical's records may be shared with r ·McCarthy Tetrault LLP and filed with the court (becoming public). Such personal information may include policy details, claims

L· history, or any additional connections with Economical (e.g., employment history}.

i L Applicant's Signature: -----------------

[ 20 / 10 / 2016 Date:

-~~~~~~~~-~~~

{Day, Month, Year)

l The APPLICATION DEADLINE is October24, 2016.Applications received after the deadlinewill not be considered.

I \_

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Sharon Kretchmar McCarthy Tetrault LLP Ema ii: [email protected] Mail:Suite 5300,66 Wellington Street West

P .0. Box 48, TD Bank Tower Toronto, ON M5K 1E6

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L'Pleasedirectany questions to Sharon Kretchmar at the address above or by calling 1-877-244-7711,x 548114.

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••• economic:ar JOIN IN OUR FUTURE

Only complete this furm If you are an eligible mutual policyholder

Other Actual or Potential Interests that Conf/lctwith Other Eligible Mutual Palicvho/deJs

Do you have any other relationships thatmaycreatean actual or potential conflictwith-the ather eligible mutual policyholders as a group?

0 Yes laleose explain - attach addmonal pages if neces.-<ary)

ii No

4. OTHER COMMENTS

Is there anything else you believe would be relevant to your application for the mutual poil<Yho!<ler committee? {Attach additional pages if necessaJY)

See CPVer Letter attached.

5. SIGNATURE

By submitting this Application form, I certify that the information I have provlded lrere is true and COOljllete. l also agree !<>advise McCarthy Tetrault UP, counsel to the eligjblemutual policyholders,ofanysignificantchangestothis information as soon as possible,

I consent and acknowledge that (1) ITI'{ name wilt be posted on Economlcal's demutuali:zation website;(2) I may be contacted hy lega I counsel rothe eligible mutual policyholders;{3)thisform or its contents may be shared with McCar1hyTetra"ltUP, Economical, and

·flied with the court tbeccmiog public); and {4) if Economical determines such information ls relevant to the appointment of poliqholdercommitteesQI" the demutualizatlon process, personal lnformationaboutme inEconomicafs records maybesharedwith McCarthy Tetrault Lll' and flied with the court {becoming public), Such personal information may include policy details, claims history,or anyadditionaJconnectionswllh Economical {e.g., employment history).

Appl!-$~-; &~ -i~Mg b~ 2011012016

!late:~~~~~~--~~~ {Day, Month, Year}

The APPUCAllON Pl!APl.INE is Ottober24, 21116.Applicatlons received after the deadllnewilJ not be considered.

Submit your completed and signed application byemal! or mall to:

Sharon Kreb:hmar M<Carthy Tetrault UP Email:economical@m<earthy.ca Mail:Suite 5300, 66 Wellington Street West

P.l;l. 8ox 43, 'IP llal!k Tower Twonto, ON NJ.SK 1E6

Pleasedirectany questions to Sha""1 Kretdunar at the address ahoveorby callingl--377-244-7711,x 543114.

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Daniel R. Spears, F.c.1.P.

October 20, 2016

Dear McCarthy Tetrault LLP,

Hm# Cell#

Re: Application for Economical Insurance eligible mutual policyholder committee

Let me start by introducing myself, my name is Dan Spears and I live in Bedford, Nova Scotia. I'm 60 years old and I retired from the Economical Insurance Company in March 2014, after a 34 year career in the Property and Casualty Insurance Business. I have always been employed on the company side of the business at various levels and positions. During my career I basically worked for 3 major insurance companies. I started my career in 1980 with Commercial Union Assurance Company of Canada which in 1998 due to an international merger with General Accident created what is known today as the Aviva Insurance Company of Canada. I worked one year for Canadian Northern Shield (CNS), which is now part of Royal Sun Alliance Insurance Company, before joining Economical Insurance Company as their Regional Vice President, Atlantic Region in 2004. I held that position until my retirement in March 2014. Since retiring on a professional front, I have done selected consulting work within the insurance community. None of my consulting work would conflict with Economical Insurance. At the present time I have no active consulting contracts and for the most part I'm fully retired and enjoying a very active lifestyle.

Before I discuss the benefits I can bring to this committee, I felt it was important to highlight the fact that I'm retired as I can and will devote my full time and efforts to achieving the successful mandate of this committee. I have no issue in sharing my past performance reviews, as they support and confirm my accomplishments and support . the work ethic and dedjcation I will bring if selected for this committee. For your review and files you will find enclosed my up to date CV.

I have a broad skillset of experience that I can bring to this committee. As you will see from my CV, starting in 1990 and until my retirement in 2014, I held various management and senior level positions. Over my entire career and especially during my years in senior positions I played a very active role in planning, setting, implementing and achieving key financial targets. In my RVP role with Economical I was responsible for the overall retention and expansion of revenues up to $135 million. In addition to this I also oversaw and was responsible for maintaining our $8.0 million regional operating expense budget. As with any budget, this isn't achieved by one individual and it's very much a team approach. The success is setting clear and achievable goals. I see that as a very important element of this committee. It's veri important for this committee to be

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successful that clear, achievable goals and objectives have to be established from the first initial meeting. The committee can't lose sight of the fact that they are representing a larger group and not their own individual aspirations.

In my various roles one of my many key responsibilities was to negotiate and finalize terms with brokers and head office finance when it came to portfolio acquisitions, broker acquisitions, mergers and loans for broker succession planning. I was very successful in these areas because of the experience I acquired from working on hundreds of these negotiations over my 34 year career. I feel the same principles that applied to these financial negotiations would be applicable to this committee. You have to approach these discussions with an open mind, realize that there are two parties to these discussions and in the case of demutualization many stakeholders. I truly believe in no hidden agendas, everyone should be free and comfortable to express their opinions and thoughts as long as it's done in a respectful manner. I was always very proud of the fact that I had a reputation for not having hidden agendas and whoever I was negotiating with felt comfortable in expressing their opinion. I was able to transition over my career from being a manager to a leader. A true leader has the ability to take advice from your superiors, peer group and staff by not taking it personal. Also by recognizing that you may not have been correct and accepting others ideas and suggestions, that's how successful teams and committees work together to achieve their goals.

Due to the varied positions and responsibilities I had over my career I developed and enhanced my negotiation and leadership skills as a result of several key job positions. I was a staff claims adjuster from 1983 to 1987. In that era we handled all types of claims i.e.: physical auto, bodily injury, property, business interruption etc. I would have handled in excess of 2,000 claims. This was a great way to learn negotiation skills and the key take a ways from this experience, was respect, empathy; remembering there are always two sides to a story and trying to conclude the claim to everyone's satisfaction. In addition to this role, when I was Regional Manager for CNS in Vancouver BC, CNS was one of the very few insurance companies in Canada that was unionized. It brought me new challenges I hadn't experienced before but at the end of the day my communication and leadership skills allowed me to be successful in this role. Finally I would say the various leadership roles I have had over my career developed and enhanced my leadership and negotiation skills. Not rock science, treat people with respect, be open to new ideas, communicate and clearly demonstrate that everyone is part of the team.

When you review my CV you will see that in addition to my work experience, I have been on a couple Boards, on numerous committees over the years and also active in the community when it comes to fundraising and coaching. In addition to this my own professional development was enhanced by participating in many courses and seminars over the years. I feel this experience only enhances my ability to be a productive member of this committee.

Why join this committee? First of all I'm very excited about contributing to this historic event in Canadian Business. The Life companies demutualized a number of years ago

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however this is a first for the Property and Casualty Business. It's been very interesting to watch over the last 5 plus years how this entire process has progressed and I would enjoy contributing fo the process. I want to try to contribute and play a role in hopefully coming to a conclusion that will be fair to all parties involved. I know based on my financial business background, experience and leadership skills that I can be a positive contributor to this committee.

As a side note, if selected for this committee, I do bring something unique to the committee based on my physical location. The majority of mutual policyholders are located in Ontario; there are very few mutual policyholders from other provinces. My selection would allow the committee to also broaden their scope based on physical I provincial boundaries.

In closing, thank you for taking the time to review my application. I know based on the skillsets that I bring that I would be a valuable addition to your committee. You will quickly discover that I'm very hard working, dedicated and a team player that's not afraid to make difficult decisions when required.

If you have any questions, please do not hesitate to contact me via phone or email.

Respectfully Yours,

Dan Spears

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DANIEL R. SPEARS, F.C.l.P.

PROFILE

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Professional Insurance Executive with progressive and broad experience in the areas of management, operations, sales and customer service in commercial, personal and claims disciplines. A highly motivated leader and team player with a positive attitude and proven track record of success, contributing significantly to business growth. A relationship builder recognized for strong interpersonal, technical, analytical and problem-solving skills.

PROFESSIONAL EXPERIENCE

DRS Insurance Consulting President, Halifax N.S.

Serving the needs of property and casualty insurance clients in the following disciplines:

• Administration, marketing, underwriting, claims.

• Human Resource Management.

• Sales, acquisitions and mergers.

• Quality Control and audits.

• Risk Management

2014 - Present

• Develop and support key business strategies with focus on im·proving operations and performance management.

• Coaching and mentoring.

Economical Insurance Group 2004-2014 REGIONAL VICE PRESIDENT, ATLANTIC REGION

Acted as the senior officer and operational manager of the company for the Atlantic region with both internal and external business partners. Accountable for the Group's sales (production), business development, Personal and Commercial Insurance business results, as well as the Claims within the Atlantic region. Managed teams of up to 142 people at all levels of the organization.

• Collaborated successfuliy with strategic business units to develop the business plan for the region and led the execution and monitoring of operational actions that support the region's plan resulting in maintaining and expanding revenues up to $135 million

• Managed the region to be the most profitable in the company over a seven year period, exceeding the profit target by in excess of $6 million.

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• Delivered outstanding results in regional engagement, increasing the engagement score by 24% with a participation rate in the top quartile

• Personally brought forward over $100 million in new business opportunities for the company

• Responsible for leadership and development of the human resources, ensuring the effective implementation of corporate guidelines and programs in the regions

• As Commercial Lines Manager supervised the day to day operations of 25 staff generating revenues of $55 million

• Demonstrated professionalism and respect for people in the management of several transitions and closures, mitigating risks for the company

• Main sales person for the region and was accountable for top-line sales growth and underwriting profitability through the oversight of underwriting and Business Development within the Atlantic Region

• Led the development of the region's operating plan; coordinated the implementation of all business development and underwriting programs and related policies and procedures ensuring processes were in place to allow staff to effectively and efficiently develop volume and profits.

• Facilitated the field implementation of the corporate underwriting and claims strategies by compiling, analyzing and responding to market intelligence resulting in the Atlantic Region exceeded profitability targets by $6 million over a seven year period and Atlantic claims satisfaction surveys being.best in the country over the·same time period

• Providing analysis of business opportunities at the regional level and, iri collaboration with Sales and Marketing, recommending marketing strategies and programs for implementation by the region.

• Addressed escalated complaints from brokers as well as insureds, in collaboration with Corporate Ombudsman protocol as cases arise resulting in all complaints being handled in a timely, professional and respectful mariner

• Providing ongoing leadership and support to direct reports, including acting as their advocate and liaison with Head Office leaders. This also includes modelling all core competencies and values ofThe Group.

• Recruited, developed, managed and impleiTiented succession planning with direct reports, as well as providing guidance and coaching for region's leaders in this process; maintained accountability for the motiVation, development and utilization of all regional staff.

• Ensured team members performed at optimal levels by coaching and developing desired behaviors, setting goals, developmental performance planning and management, ensuring effective orientation and training and managing rewards and recognition.

Canadian Northern Shield (CNS) 2003-2004 REGIONAL MANAGER, VANCOUVER BRANCH (Vancouver B.C.}

j, Reporting to Chief Operating Officer, was accountable for managing.the company's marketing, underwriting and .._, claims operation in Lower Mainland and Northern BC and the Prairie Provinces.

902.401.5370 Daniel Spears 2

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• Expanded a profitable $69 million premium book of business.

• Supervised and developed a team of 34 staff.

Aviva Insurance Company of Canada 1980-2003

REGIONAL MANAGER (Vancouver B.c.) 1998-2003

Reporting to Senior Vice-President, Western Canada, managed the territory of British Columbia

• Accountable for the motivation, development and utilization of 71 Branch personnel.

• Responsible for expanding a profit.able $95 million premium book of business.

• Project manager for two major book of business conversions.

BRANCH MANAGER (Halifax N.S.) 1995-1998

Reporting to the Senior Vice-President of Branch Operations managed the territory of Nova Scotia and

Newfoundland

• Accou.ntable for the motivatioil, development and utilization of 35 Branch personnel.

• Responsible for the profitable income development, achievement of Branch objectives and control of operational costs.

LOCAL MANAGER (Edmonton AB)

LOCAL MANAGER (Barrie Ont.)

FIELD UNDERWRITER (Halifax N.S.)

INTERMEDIATE COMMERCIAL UNDERWRITER (Halifax N.S.)

STAFF ADJUSTER (Halifax N.S.)

JUNIOR COMMERCIAL UNDERWRITER (Halifax N.S.)

EDUCATION

OPERATIONS M . .a.NAGEMENT PROGRAM, RICHARD !VEY SCHOOL OF BUSINESS

FELLOW OF THE INSURANCE INSTITUTE OF CANADA, WITrl HONOURS

ASSOCIATE OF THE INSURANCE INSTITUTE OF CANADA

Graduatec! Halifax Community College with highest class standing and was chosen as Valedictorian

902.401.5370 Daniel Spears

1992-1995

1990-1992

1988-1990

1987-1988

1983-1987

1980-1983

1997

1990

1986

1978

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BOARD & COMMUNlrt RELATIONS

• Board of Directors Judgment Recovery (N.S.) • Board of Directors Angus Miller MGA (N.B.) • !BC Atlantic Committee • IBC Automobile Coalition Steering Committee • Commercial Union National Marketing Committee • Metro United Way- Motivated Branch to exceed contributions by 600% over a nine year period

• Fundraiser for l;eed Nova Scotia, IWK Health Foundation, Canadian Cancer Society, Heart & Stroke Foundation, Nova Scotia Breast Screening

• Assistant Coach of Disability Baseball League, Girls Youth Softball and Girls Youth Soccer

PROFESSIONAL DEVELOPMENT

• Leading Change •Shaping the Future •Energizing Teams for Performance •Business Smarts •Professional Selling Skills

902.401.5370 Daniel Spears

•Professional Sales Coaching •Sales Management Coaching System •Selling Againstthe Competition •Lead Effectively and Perform •Mastering Management .... Learning to Lead

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287

Only complete this form if you are an eligible mutual policyholder of Economical see the "Instructions forCompleting Application for PolicyholderCommittee" for assistance in completing this form.


Contact Information

First name William

Last name

Stinson

(city or town) (province) {postal code)

Phone (preferred} Email


Ustreleva nt credentials and experience rel a ti ngto demutualizati on, negotiations, business, and financial affairs or insurance: (e.g,. financial services industry leadership roles; multi-party, high-value negotiations; corporate restructurings)

Degree(s)/diploma(s) and dates obtained B-Math, University of Waterloo

Professional designations (e.g. CA, CFA, FCIP) FLMI

Relevant employment

Employer l: Foxnet Solutions Dates: Jan 2015 to Feb 2016

Role description)T Consultant and Program Manager· Consulted on best practices at Foxnet. Led multi-organization team for Clients.

Employer 2: Economical Insurance Dates: Sept 2011 to April 2012

Role description: Interim CIO - Full responsibility for IT including Strategy, Transformation, Projects, Operations and Budgets

Employer 3: Economical Insurance Dates: 2003 to 2011

d . . VP IT Operations - responsible for all applications in production as well as all technology including voice, Role escr1pt1on:data and servers

Employer 4: Economical Insurance Dates: 1996 to 2003

Role descrintion:VP Information Services -Full responsibility for all IT while company grew from $670 M to $1200 M. Other relevant experience (Attach additional pages if necessary)

CSIO Board Member- 2005 to 2012. Recognized for my ability to conceptually frame industry challenaes and solutions for both Company and Broker members. T was successful in finding common ground in soluti~ns that were best for the overall group while not necessarily best for all the members.

'hf.o !s ExhiblL ..... ~.:::.1:.::Lt:./ .... referred to In Iha •

i vlt or.t:J.Q,.D .. ..... ca.£~ 1 aftda ~s

sworn before me, this ... , ~ • ..... .. .. - ...

dayot .... b/.QtfMM«A: 2o....ila ~ .... :: ......

ACCMI II Ill N!ll FCllTltCltG lfFIDIMTS

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economicai __ . RFUTURE


State reasons for applying to the mut'Jal policyholder committee and why you believe you can make a positive contribution. {Attach additional pages if necessary}

I believe that I can bring a win/win philosophy that I have demonstrated through my 16 years as an executive at Economical. I successfully_ negotiated Operational contracts from 1996 to 2012 and took a le-ad role on nonoperational IT contracts from 2003 to 20 l l {formal training from Gartner - "IT Financial, Procurement and Asset Management''). I have proven leadership skills acquired through formal training and hands-on experience. J was at the forefront of aligning IT capabilities with the ever changing and increasing needs oflnsurance Operations. New structures and processes were designed and implemented as we migrated from the Mainframe centric world to the new, more dynamic server based world -,,1th improved responsiveness, security and governance. During this ti.'lle, I also represented IT as a inember of the Due Diligenc-e Acquisition team.

My longevity as an IT executive can be attributed not only to my leadership and IT skills, but my ability to utilize my conceptual and analytical thinking skills to read the changing environments and make appropriate adjustments to IT strategies and solutions to meet the needs of the organization.

TI.rough the many years at Economical, I attended many AGM's and Broker ev~nts. I have met or worked \\1th many mutual policyholders and would bring credibility. to the Mutual Policy Negotiation tea.-n.


Indicate a II relationships you have with Economical Mutual lnsuranceCompanyor its member companies.Check all that apply.

Qi I currently hold a mutual pofi cy

0 Jam or was an employee, officer,or director of Economfcal

O I have a business rel ationshipwith Economical (e.g .. insurance broker'/

D I have some other director indirect relationship with Economical (e.g ... spouse or relative is empfo}1ed by or has a relationship)

last position held: VP 1T Operations Date left: October 2012

Nature of

relationship---------------------


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Only complete this form if you are ar. ":1£[i:;!e mutual policyholder



Indicate a II relationships you have with other insurancecompanies {excluding holding a policy). Check al! that appiy.

D I am or was an employee, officer, or director of Insurance


last position held: Date 1 e.'t:

D I have a business relationshipwithanother Nature of

insurance company- relationship and (e.g. insurance broker) name of insurance

company:

D I have some other dlrector indirect · Nature of relationship with another insurance relationship and company {e.g., spouse or relative is name of insurance

employed by or has a relationship) company:

0 None

Other Actual ar PotentiallntereststhatConf!ictwith Economical

lndicateanyother relationships that may create an actual orpotentlal conflictwith Economical. Check all that apply.

D I have a relations hip with a person or entity that may consi<ier or has considered purchasingtheshares ora majority of the assets of Economical or its successors or assigns

289


~--------------------

O I have a relationship with a person or entity that is actingagalnstor has an interest that is adverseto Economical


Nature of

relationship:---------------------

Nature of actual or

potentiaJconflict ~~~~~~~~~~~~~~~~~--~-~

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~FUTURE

Onfy complete this form if you a··.•: : ·, · .. :, ..• e mutual policyholder 290

Other Actual or Potential Interests that Conflict with OtherE!iaibfe Mutual Policyholders

Do you have any other relation~hips that may create an actual or potential conflict•.'.'iththe other eligible mutual pol.icyholdersas a group? ·

O Yes {please explain - attach cdditiorwi pages if necessary)

l2J No

4. OTHER COMMENTS

rs t'lere anything else you believe would be relevant to your application for the mutual policyholder comm;ttee? (AtWch addiilonal pages if necessary)

As a recent retiree, I have the necessary time available to fulfill the obligations of the committee and invest as much time as necessary. I have attached my resume to complete this application form.

5. SIGNATURE 1· L· By submitting this Application form, I certify that the information I have provided here is true and complete. f also agree to advise

McCarthy Tetra ult UP, counsel to the.eligiblemutualpolicyholders,ofanysignificantchanges to this information as soon as possible.

.L I consent and acknowledge that (1) my name will be posted on Economical's demutualizationwebsite;(2) I may be contacted by legal counsel to the eligible mutual policyholders; (3) this form or its contents may be shared with Mccarthy Tetrault Ul', Economical, and filed with the court {becoming public); and (4) if Economical. determines such information is relevant to the appointment of

\~ policyholder committees or the demutuaHzation process, personal information about me in Economical's records maybe shared with McCarthy Tetrault UP and filed with the court (becoming public). Such personal information may include policy details, claims

L .... : hlstory,or anyadditionalconnections with Economical (e.g., employment history). ·

Appncant's Signature: _i~<::k'....~<&:::~Y:.~?~..,,,,1..,,..,.~<:o.~~"'2<2<;;,,.;.,; __

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I The APPLICATION DEADLINE is October24, 2016.Applicatlons received after the deadline'A1ll not be considered. L

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Email: [email protected] Mail:Suite 5300,66 Wellington Street West

P.O. Box 48, TD Sank Tower ioronto, ON M:iK 1E6

r . \ Please direct any quesfi ans to Sharon Kretchmar at the address above or by calling 1-877-244-7711, x 548114. ~ 4

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Bill Stinson

Results oriented, consensus buiiding and analytical Information Technology Leader

Highly successful, hands-on IT leader with an exemplary record of aligning operations with corporate initiatives to optimize Return on Investment. Proven analytical and conceptual thinking skills enable

critical evaluation and response to diverse IT issues. Proactive mentor and coach who strives for transparency in a fast-paced environment of continuous challenges.

SUMMARY OF TECHNICAL EXPERTISE

1- ··--- ..... - - -- . . - -·· ·- ···- ----·----- - . - - . -·-·----------· ---------- - ·-----·---·----- -

Budget Planning and Cost Management Negotiation Skills

Enterprise Scale IT Infrastructure Contract Management

ITIL® Operations Analytical and Conceptual Thinking Skills

! Project Management and Governance C Level Communications Skills/Experience ------------------------~

CAREER SUMMARY

INDEPENDENT CONTRACTOR .. 2015

PROGRAM MANAGER • FOXNET SOLUTIONS/IMT CORPORATION 2015 Reported to Foxnet CFO providing program management services to /MT Corporation • Led teams from 5 different organizations to successfully plan and execute migration of !MT primary

data centre from London to Kitchener and upgrade WAN for IMT and Subsidiary's • Planned migration of second DC from in-house location to Calgary DC - Execution in progress • Currently facilitating planning for Security Upgrade for !MT

THE ECONOMICAL INSURANCE GROUP 1985-2012 Founded in 1871, Economical lnsurance1· is one of the largest property and casualty insurance companies in Canada with revenue in excess of $1. 8 billion

CIO, Interim 2011-2012 Reported to CEO with accountability for Company IT operations with a budget of $70 miilion plus and a team of approximately 360 IT professionals • Led teams to maintain IT operations to enable seamless continuity of business services

Developed strategy and built plans to continue IT rightsizing, to reduce overall IT expenses to 3.62% of GWP (Gross Written Premiums) - achieved 4.1 % of GWP

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Bill Stinson Page 2

Vice President, IT Operations 2003-2012 Accountable for production systems with a team of 100+ IT professionals and a budget in excess of $33 million. Oversaw IT Practice budget in excess of $50 million for a $1.7 billion property insurer ranked in the top ten P&C insurance companies in Canada.

Provided leadership, change management and development opportunities in a highly competiti- · · ve information-based industry. Participated as a key member of the IT leadership team develo

ping and implementing plans and activities that increased productivity and employee engagement by 58% in a three-year period.

Led activities to manage IT expenses and prioritized work to achieve Expense Management Initiative (EM!) of $10,812k in 2009, $7,222k in 2010 and $7,iOOk in 2011.

Coached and mentored high potentials through sharing, guiding and providing increasingly responsible opportunities. Supported succession planning and enabled advancement to AVP executive level. Finalized and executed restructuring strategy of IT to clarify internal lines of accountability, increase alignment with business partners and increase productivity between IT Operations and Portfolio Development. Achieved a 7.8% span of control for IT. Developed strategies to increase business awareness of shrinking dollars around discretionary spending. Identified opportunities to reduce fixed costs and overall IT spending to 3.62% (2014) from 5.08% (2011 Budget).

Oversaw development and execution of repatriation plan for development support of new auto system (Energie), resulting in $700k savings in 2010 and $1,500k in 2011.

Developed strong working relationships and collaborated with internal and external stakeholders to identify opportunities for alignment which improved financial performance.

Negotiated a three-year Enterprise License Agreement (ELA) with IBM. Locked in $3 million of cost savings from 2010 to 2012.

Implemented CGI governance model and contract framework to resolve out of control spending and missed deliverables.

• Oversaw IT activities to maximize system availability, which went from unmeasured in 2007 (and perceived as low) to 96.6% in 2008 to the current level of 99.77%, exceeding target of 99.25%.

• Spearheaded assessment of IT security against ISO 27002 standards. Guided Security team in development of an accelerated roadmap to align to Bill 198 and public company readiness.

Vice President, Information Technology 1996-2003 Led IT as a member of the executive team. Actively engaged in corporate planning and strategy sessions to ensure alignment and enable corporate goals

• Executed development and implementation of systems for successful start-up of two subsidiaries: Waterloo Insurance and Perth Insurance.

Implemented IT foundational planning process, creating consistency in all areas of Information Technology, to align and support corporate budgets and strategic initiatives.

Strategic Resource Unit 1994-1996 Appointed as key member of the strategic cross-functional team to support incoming President in implementation of operational planning.

Manager, Technical Infrastructure

Manager, Software Development

1991-1994

1985-1991

EDUCATION and PROFESSIONAL DEVELOPMENT

BA Math, University of Waterloo

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Bill Stinson Fellow Life Management Institute (FLMI), LOMA

IT Financial, Procurement and Asset Management, Gartner

Leadership Development, Niagara. Leadership Institute

Organizational Change Management, Ernst and Young

T_he Essentials of Outsourcing, Rotman School of Business

Enterprise Architecture, John Zachman

Attend Gartner, Giga conferences to stay current

Various In-house workshops and seminars Previous Board Member, Centre of Study for Insurance Operations (CSIO)

INTERESTS Golf, Photography, Hockey

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See the "Instructions for Completing Application forPolicyholderCommittee" for assistance in completingthis form.


Contact Information

First name Leslie

Last name Sulpher

rL1

': Your Login ID (see letter sent to you with the demutualization notice) C0002538113

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Mailing address • (city or town) - (province) - (postal code) -Phone {preferred) Email -Education and Relevant Emp/ayment History

List relevant credentia Is and experience rel a ti ngto demutua I izati on, negotia.ti ens, business, and financial affairs or insurance: (e~g,. financial services industry leadership roles; multi-party, high-value negotiations; corporate restructurings)

Degree(s)/diploma(s) and dates obtained Business Diploma 1977, Advanced Purchasing - Ivey School of Business, University of Western Ontario 1989

Professional designations (e.g. CA, CFA, FC/P} Certified Professional Purchaser (C.P.P.) 1989, Wood Energy Technical Training Certified (W.E.T.T.) 1994

Relevant employment

Employer l: 1017029 Ontario Inc o/a The Woodburner Dates: 1993 - present

Role descri ti on: Owner- negotiate sales, .installations, and. service - retail fireplace, patio, BBQ. store p -----------------------------------

Employer 2: Manulife Financial - Facilities Planner 1990-1992

Dates: -----------------Role descri ti on: Negotiate Branch upgrades, relocates and co-ordinate all design & construction activities

p ------------------------------------------

Employer 3: Economical Mutual Insurance 1987-1990

Dates:

Office Services Manager -' Role description: -

Employer 4: ·- Dates: ·--------

Role description: ·- ---- ----·--··- .. ----- . --·- -Other relevant experience (Attach additional pages if necessary)

I did hold a real estate license from 1992-1993 - negotiated many successful house sales

This' is Exhibli .. Cz:!:.1S:.." ..... rsferred to:rI affidavit ot .. ~Cll.n.~,?--Ca.£IJ .. sworn bef~re me, lhlf..,-~"-·-·"""""' • ,... ....... _ r

dayof .• !.~ \I l /VY\ lT. II --20 .. 1.J.U .. 1 /17711;-/ ·-··--.........

I fl_.


••• economical' JCi'» ~;~OUR FUTURE


295

I ...__. State reasons for applying to the mutual policyholder committee and why you believe you can make a positive contribution. (Attach additional pages if necessary)

[~--------------------------~ !_, My career spans some 40 years and has involved negotiations in one form or another.

- From multi million dollars projects - moving of a company- Economical to 111 Westmount Rd.,

r.· -to selling off assets (10 Duke st. West-the old Economical head office)

Negotiating the integration of 2 companies physical assets (Waterloo insurance to Economical) 1988 and managing and "'" negotiating with people and companies to accomplish these tasks on time and on budget.

I have run a successful multi million $ company for the past 23 years and have learned and acquired the necessary skills r·- needed to bring apposing views and or goals to a mutual/agreeable solution. l Being in management for companies and being an owner of a company I have extensive hands on experience in -' communicating with people, be it the hiring process or conflict management.

r-... My experience in management & negotiations are far ranging, from purchasing, to printing departments, to warehouse, I telecommunications, real estate, leasing, sales. ~' I believe my skills and training in negotiations and dealing with people will have a positive contribution on the committee in

getting to a mutual resolution.

,-.___ __________________ ____, '--

L 2. RELATIONSHIPS WITH ECONOMICAL

Indicate all relations hips you have with Economical Mutual lnsuranceCompany or its member companies. Check all that apply.


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Economical

I have a business relationship with

Economical (e.g .. insurance broker)

I have some other director indirect relationship with Economical

(e.g., spouse or relative is employed by or has o relationship)

Last position Office Services Manager held: Date left:

1990 ~~~~~~~~~~-

Nature of

relationship ---------------------

Nature of

relationship

2

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1·i Your Relationships with Other Insurance Com ponies

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I ndicatea II relationships you have with other insurancecompanies (excluding holding a policy). Check all that apply.

0 I am or was an employee, officer, or director of


Insurance

company ~~~~~~~~~~~~~~~~~~~~~

Last position

D I have a business relationship with another

insurance company (e.g., insurance broker)

liil I have same other director indirect relationship with another insurance company {e.g., spouse or relative is employed by or has a relationship)

D None

held: Date left: ~~~~~~~~~~-


name of insurance

company:~~~~~~~~~~~~~~~~~~~~~


name of insurance Daughter - Manulife Financial

[i Other Actual or Potential lntereststhotConf/ictwith Economical

, --. Indicate any other relations hips thatmaycreate an actual or potential conflict with Economical. Check all that apply. I , ' ~-;-::

L O I have a relationship with a person or

entity that may consider or has considered purchasingtheshares or a majority of the assets of Economical or its successors or assigns

O lflavea relationship with a person or entity that is actingagainstor has an interest that is adverse to .Economical

D I have another actual or potentia I interest r-- that conflicts with Economical

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r

. Other Actual or Potentiaflnterests that Conflict with OtherE/iqib!e Mutual Policyholders

Do you have any other relationships that may create an actual or potential conflictwith the other eligible '--,,'


~No

14. OTHER COMMENTS

\.!Is there anything else you believe would be relevant to your application for the mutual policyholder committee? (Attach additional l_ pages if necessary)

I. : I wrote a thesis for my purchasing designation on "the effects of the Ontario Government taking over the auto insurance , \industry" ·

'1

297

r·----------------------.J 1_ 5. SIGNATURE

{~~?Y submitting this Application Form, I certify that the information I have provided here is true and complete. I also agree to advise ~VlcCarthy Tetrault LLP, counsel to the eligible mutual policyholders, of any significantchanges to this information as soon as possible.

r-' consent and acknowledge that (1) my name will be posted on Economical's demutualization website; (2) I may be contacted by lega I .\_ oiounsel to the eligible mutual policyholders; (3) this form or its contents may be shared with McCarthyTetraultLLP, Economical, and l-tiled with the court {becoming public); and (4) if Economical determines such info(mation is relevant to the appointment of _. _policyholder committees or the demutual i zation process, persona I information a bout me in Economi ca l's records may be shared with ) \,~cCarthy Tetrault LLP and filed with the court (becoming public). Such personal information may include policy details, claims ~7·\istory, or any additiona I connections with Economica I (e.g., employment history).

• Digitally signed by Leslie Sulpher ·1___ Leslie Sulpher n.i.,2016.10.2s1,,5B,S7

_ Applicant's Signature: .04·00·

[ 23, October 2016

{Day, Month, Year)

r -he APPLICATION DEADLINE is October 24, 2016.Applications received after the deadlinewill not be considered.

L, Submit your completed and signed application by email or mail to:

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Sharon Kretchmar McCarthy Tetrault LLP Ema i I: [email protected] Mail:Suite 5300,66 Wellington Street West


J/ ,'leasedirectany questions to Sharon Kretchmar at the address above or by cal ling 1-877-244-7711,x 548114. . 4

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Only complete this form if you are an eligible mutual policyholder of Eco no mica I See the "Instructions forCompleting Application for Policyholder Committee" for assistance in completing this form.


Contaeflhforination

First name Ramanand

Last name Sunichura

Your logln ID (see Jetter sent to you with the demutualization notice) C0004474091 .

(street) (dry ar rawn) -Education and Relevant EmplovrnentHistdry

(province) (postal cade)

list relevant credentla Is and experience relating to demutualization, negotl ations, business, and fl na nclal affairs or insurance: (e.g,. financial services industry leadership. ro/esi multl-po~1 high-value negotiations: corporate restructurings)

Degree(s)/diploma(s) and dates obtained Mechanical Engineering/Drafting Design Technician -1991 (George Brown College)

Professional designations (e.g. CA, CFA, FCIP) FCIP, CRM, RIBO

Relevant employment

Employer l: Zurich Canada Dates: January 1991 to May 2002

Role description: Senior Personal Lines Undeiwriter

Employer 2: Economical Mutual May 2002 to August 2014

Dates:

Role description: Senior Personal Lines Undeiwrlter

Employer 3: G.R. McBride & Co. Ltd April 2015 to current.

Dates: ·

R 1

d . Registered Insurance Broker o e escn ption:-

Employer 4: Dates:

Role description: - -Otherrelevant experience (Attach additional pages if necessary)

Negotiate with Brokers to determine undeiwriting eligibility of risks to accept. Negotiate for portfolio books of business.

This' la Exhibit. V lj ( Q NfemJd fO ~ Q affidavit of. 1\.)(1 ;{\ r ,._ /'.. "Z'"\ · i'a

. -"' sworn before mt, I J

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Reasons tor Aiiplvlrig

State reasons for applying to the mutual policyholder committee and why you believe you can make a positive contribution. {Attach additional pages if necessary)


lndicateall relations hips you have with Economical Mutual Insurance Company or its member companies.Check all that apply,


~ I am or was an employee, officer,or director of Economical

Iii I have a busiiiess relationship with Economical (e.g •. insurance broker)

Iii] I have some other director indirect relationshipwith Economical (e.g., spouse or relative is employed by or has a relationship)

Last position Senior Underwriter August 2014 held: ---------- Date left:

Nature of G.R. McBride is a broker of Economical Mutual relationship--------------------

Nature of I am a retiree of Economical Mutual relationship --------------------

2

299

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Only complete this form if you are an eligible mutual i;o!icyholder


300

[ .Your Re!dtionshipswith Other1nstironce Corrmahies

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lndicateall relationships you have with other insurancecompanies (excluding holding a policy). Check all that apply.

D I am or was an employee, officer,or director of another insurancecompany

Insurance company ___________________ _

iii I have a business relationshlpwithanother insurancecompany · (e.g., insurance broker)

D I have some other director indirect relationship with another Insurance company (e.g., spouse or relative is employed by or has a relationship)

last position held:---------- Date left:

Natu.re of

relationship and

name of insurance G.R. Mcbride Is a broker for Intact and Aviva company'-------------------~


name of insurance company: ___________________ ~

·[ o Non•

[ Other Actual or Potential Interests thatConf/ictwitn Economical

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I ndi ca tea ny other relationships that may create an a ctua I or potentia I ~onfl i ct with Eco no mi ca I . Check all that apply.

D I have a relationship with a person or entity that may consider or has considered purchaslngtheshares or a majority ofthe assets of Economical or its successors or assigns

O I have a relationship with a person or entity that is actingagainstor has an interest that is adverse to Economical


Nature of

relationship:--------------------

Nature of

relationship: --------------------

Nature of actual or

potential conflict: --------------------

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Other Actual or Potential Interests thatconf!ictwith DtherEUqible Mutual PoJicvfrofdelS

Do you have any other relationships that may create an actual or potential conilictwith the other eligible mutual policyholders as a group?

0 Yes {please explain - attach additional-pages if necessary)

Ii No

4. OTHER COMMENTS

301

Is there anything else you believe would be relevant to your application for thi? mutual policyholder committee? (Attach additional pages if necessary)

5. SIGNATURE

By submitting this Application Form, I certify that the information I have provided here is true and complete. I also agree to advise McCarthy Tetrault LLP, counsel to the eligible mutual policyholders,of anysignificantchanges to this information as soon as possible.

I consent and acknowledge that (1) my name will be posted on Economical's demutualizationwebsite;(2) I may be contacted by legal counsel to the eligible mutual policyholders;(3)this form or its contents may be shared with McCarthyTetrault LLP, Economical, and filed with the court {becoming public}; and (4) if Economical determines such information is relevant ·to the appointment of policyholder committees or the demutualization process, personal information a bout me in Economical's records maybe shared with McCarthy Tetrault LLP and filed with the court (becoming public). Such personal information may Include policy details, claims history, or anyadditionalconn.ecti Wi.. onomical (e.g., employment history).

\


Date: __ _,,./)'-'6=-,· ,,._/~/=· o.._,,/'--.2->-r£'--(vy, Monff,, Year}

The APPLICATION DEADLINE is October24, 2016.Appllcations received after the deadlinewill not be considered.

[ Submit your completed and signed application by email or mail to:

[

[

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[_

Sharon Kretchmar McCarthy Tetrault LLP Email:[email protected] Mail :Suite 5300, 66 Wellington Street West

P.O. Box 48, TO Bank Tower Toronto, ON MSK 1E6

Pleasedirectany questions to Sharon Kretchmar atthe address above or by calling 1-877-244-7711,x548114.

4

TAB47

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· Only complete this form if you are an eligible mutual policyholder of Economical

302

See the "Instructions forCompleting Application for Policyholder Committee" for assistance in comp I etingthis form.

[ 1. YOUR BACKGROUND AND QUALIFICATIONS

Contact Information

First name TIM

Last name TAYLOR

r- Your Login ID (see letter sent to you with the demutual/zatlon notice) L COD01709950

~ 1~-L Phone (preferred)

{street)

Education and Relevant Emplovment History [

[ List relevant credentials and experience relating to demutualizatlon, negotiations, business, and financial affairs or insurance: (e.g,. financial services lndustiy leadership roles; multi-party, high-value negotiations; corporate restructurings)

Degree(s)/dlploma(s) and dates obtained

L-·-.· SECONDARY DIPOLMA - SENIOR MATRICULATION -1962

Professional designations {e.g. CA, CFA, FCIP) A.I.LC. ASSOCIATE OF THE INSURANCE INSTITUTE OF CANADA

Relevant employment

Employer l: ECONOMICAL MUTUAL INSURANCE COMPANY .---------------------·---1964-1973 Dates: _______________ _

[ FROM UNDERWRITER TO FIELD REPRESENTATIVE

Roledescriptlon: --·-·------ .

ANDREW G. MCLENNAN INSURANCE BROKERS LTD. Employer 2: __ _

1973 - 2003 Dates: ___ _

[ OWNER.- INSURANCE BROKERAGE Role description: ___ _

TAYLOR GROUP OF COMPANIES Employer 3: __ _

2003-2015 Dates: __ _

[ DIRECTOR - INSURANCE BROKERAGE Role description: ··------------------------

CANADA BROKERLINK 2015 - PRESENT

[ Employer 4

: -----A-CC_O_U-NT-EX-~~-U-Tl-VE--~O~·~-~~-~IA-Ll-NSU_R_A-NCE Dates: -·---------

Role description: .. _ .. __ ·- __ _ . -··-···· -··· --···- --·······-- --·- __ ---· . Other relevant experience (Attach additional pages if necessaiy)

[

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ACOMMISSIOl>e FORTPl<JN3 AFFIDAVITS

(; '· I L et0nor~ lc~r )Ciif-l lN OUR FUTURE 303 .[ Only complete this form if you are an eligible mutual policyholder

l, .. Reasons for App/vinq ·

~State reasons for applying to the mutual policyholder committee and why you believe you can make a positive contribution. (Attach additional pages if necessary)

'[2. RELATIONSHIPS WITH ECONOMICAL

Indicate all relations hips you havewith Economical Mutual Insurance Company or its member companies.Check all that apply.

r· L Iii I currently hold a mutual policy

r.

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I am or was an employee) officer I or director of

Economical

I have a business relationship with Economical (e.g .. insurance broker)

ii) I have some other director indirect . relationship with Economical

(e.g., spouse or relative is employed by or

has a relationship)

Last position FIELD REPRESENTATIVE 1973 held: Date le~

Nature of

relationship--------------------

Nature of CURRENT EMPLOYER DEALS WITH ECONOMICAL relationship --------------------

2

I

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Your Relationships with Other /nsuranceComponies

L Indicate a II relationships you have with other insurance companies (excluding holding a policy). Check al!' that apply ..

, . ...., I I 0 ram or was an employee, officer, or director of Insurance L.

another insurance company company

[ Last position held: Date left:

[ 0 I have a business relationship with another Nature of

ins ura nee company relationship and (e.g., insurance broker) name of insurance

[ company:

0 I have some other director indirect Nature of

I' relationship with another insurance relationship and

l~ company (e.g ... spouse or relative is name of insurance ·employed by or has a relationship) company:

'r·

\_ Iii None

I' L Other Actual ar Potential Interests that Conflict with Economical

lndicateanyother relationships that may create an actual or potential conflictwith Economical. Check au that apply.

l O I have a relationship with~ person or .

[

[

[

[

entity that may consider or has considered purchasingtheshares or a majorityofthe assets of Economical or its successors or assigns

f have a relationship with a person or entity that is actingagainstor has an interest that is adverseto Economical

O f have another actual or potentialinterest that confiicts with Economical

Nature of

304 I I

e <ii <ii economical' ..iRFUTURE

Only complete this form if you are an e!lgible mutual policyholder

Other Actual or Potential Interests that Conflict with Other Eliaib/e Mutual Policyh alders

r- Do you have any other relationships thatmaycreate an actual or potential conflictwiththe other eligible c__ mutual policyholders as a group?

~o I I L

Yes {please explain - attach additional pages if necessary}

Ii No

[4. OTHER COMMENTS

7 0 i:: J J

,_, Is there anything else you believe would be relevant to your application for the mutual policyholder committee? (Attach additional I . pages if necessary) . ~~·~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~,

! SEE ATTACHMENT-SEPARATE PAGES

[ / __________________________ __,

I ,_5_ SIGNATURE

····c·~Y submitting this Application Form, I certify that the information I have provided here is true and complete. I also agree to advise JlccarthyTetrault LLP, counsel to the eligible mutual policyholders, of anysignificantchanges to this information as soon as possible.

I consent and acknowledge that (1) my name will be posted on Economical's demutualization website; (2) I may be contacted by lega I l,ounsel to the eligible mutual policyholders; (3) this form or its contents may be shared with McCarthyTetrault LLP, Economical, and Liied with the court (becoming public); and (4) if Economical determines such information is relevant to the appointmeht of


[

. Accarthy Tetrault LLP and fifed with the court (becoming public). Such personal information may include policy details, claims

,istory, or any additional connections~::. · ~t history).

[ Applicant's Signat · ·• ~ ~ 19110/2016 r-

L (Day, Month, Year)

Che APPLICATION DEADLINE is OctoberZ4, 2016.Applications received after the deadlinewill not be considered.

submit your completed and signed application by email or mail to:

[ Sharon Kretchmar McCarthy Tetrault LLP Emai I: [email protected] Mail:Suite 5300,66 Wellington Street West


r··easedirectany questions to Sharon Kretchmar atthe address above or by calling 1-877-244-7711,x 548114.

~ 4

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L ,--. Tim Taylor

rL To:

1_ Subject:

nm Taylor demutalization

L.

From a Wellington Street sidewalk in downtown Toronto into a towering office building was an intimidating step for

[-. a 20 year old, small town country boy, pursuing his first job. In 1964 this was home to Economical Mutual Insurance

Company's Toronto Branch. As I step out of the elevator and into the office, little did I know this was the start of a long and successful career in the insurance industry. Typewriters (not computers) dicking rapidly and dial phones r ringing constantly. All of this was not beyond the control of a welcoming receptionist who was pulling wires and

i__: plugs from one hole on a board and placing them in another in order to forward a telephone call. "Welcome to Economica/'s Toronto Branch young man, you are now part of our family".

[ I received my basic training in Toronto before being transferred to the Head Office in Kitchener, Ontario. I spent a year at H.O. then was prompted to Field Representative at the Ottawa Service office (not large enough to be called a Branch ot that time). This is a position that no longer exists in our industry but did play a major role in promoting our

[ company and convincing Brokers to direct their business to Economical.

In 1973 I purchased my first Brokerage. The premium volume {not commission) was $100,000 and that was

[considered a medium sized brokerage at the time. A daunting financial load for a 29 year old with a family. The seventies as it turned out, was a great time to be in the insurance business and I was addicted to becoming larger, more efficient and successful. Computers were not in full swing yet but we could not do without our fax machine.

1 . Cellphones were just a rumour but we did have CB's. I purchased a second brokerage in 1976 and two more in the I 80's. The greatest part of those decades was my affiliation with Economical Mutual, grew closer and stronger with l-' every purchase.

[-.in 1998 we purchased our.iargest Brokerage (my Son is now involved in the business). The financing of this

transaction was provided by Economical Mutual Insurance Company. In 2003 my Son became the principal owner of the now Taylor Group of Companies and I took the more relaxed back seat approach to the day to day operations. In

,-~2010 we made our last purchase. Economical was still our principal company insuring over 80% of our entire Lportfolio. In 2015 we came to the conclusion that our best strategy for the future was joining with one of Canada's

largest brokerages- Canada Broker/ink

G continue to service my commercial clients under a two year contract with Brokerlink. They have subsequently asked me to extend my contract until April, 2018 and manage another commercial portfolio they purchased.

1·1 am providing you a lifetime of career details to validate my considerable negotiating experience with company ~contracts, financing arrangements, negotiating with banks, insurance companies and other brokers. Not to mention

the Partnership Agreements, Producer Agreements and continuous business relations with high-end commercial

[nsurance clients. To go from $100,000 premium volume to a multi-million dollar operation takes a host of :haracteristics; persistence, collaboration, loyalty and leadership to name just few. I am eternally grateful to my family and support staff, without which I would never have accomplished my career goals.

r-Loconomica I is pioneering a new era for the Mutual property casualty insurance industry. If Economical Mutual has

decided Demutualization and becoming a publicly traded company is the path for their future success, then perhaps

[

'TIY 50 years of business experience and 40 years as a Mutual Policyholder can aid in playing a supportive mil in them eaching their objectives.

_Economical Mutual Insurance took a chance me when I had nothing to offer but a willingness to learn. This trust has fl ever been forgotten and never taken for granted. I ani always proud to be so closely connected with such a ignificant player in our industry. Their loyalty to their employees and Brokers was the major guidance in my 1usiness management decisions. Yes, I am a Mutual policyholder and you could say I have a vested interest in the

r-irection the Mutual Policyholder Committee takes. I assure you, I will only use the sound practical judgment that LOS been bestowed upon me by my past experiences. ·

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. [-~- To my !oval Policyholders. who in many cases have bec.o .. s personal friends and very close business associates, I . _ owe my best efforts to support their interests in a fair and impartial manner. If I am selected to be a member of the

committee I will do everything in my power to see that both my Mutual Policyholders and regular policyholders i--· ieceive my total commitment to helping arrive at fair and unbiased arrangement.

I L- As I enter the twilight of my career I truly hope you will extend me this opportunity to repay these two groups for a

1 lifet.ime of loyal sy~~.that so greatly influenced my career and allows me to be proud of my accomplishments.

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• • • economicar 1 · JOIN IN OUR FUTURE


-··--- 308



Contact Information

First name John

Last name Tobias

Your Login ID (see Jetter sent to you with the demutua/ization notice) C0000381852

Education and Relevant Emplavment History


List relevant credentials and experf ence rel a ting to demutualization, negotiations, business, and financial affairs or insurance: (e.g,. financial services industry /eade15hip rd/es; mufti-party, high-value negotiations; corporate restructurings)

Degree(s)/diploma(s) and dates obtained s·~ 1986 carcutta Unlvellllly, lndla ~rofessional designations {e.g. CA, CFA, FCIP}

CIP- Dae 2003 Relevant employment

Employer l: RB.C lnau~~--------------·---- Dates: Juna 2001-!_':'_~ 2003 _________ ..

. . Ucenced Insurance Advisor Role description: -----------------------------------------

Employer 2: -~conom~~naurance ___ ---------------- Dates: July ~nt -------------Role descrl tion: TeamleaderPeraonalUnes · ·

p -- -----------------------·------------------·----------

Employer 3: ___ _ ---------------------------- Dates:---·---------------·--·---

Role description:

Employer 4: ·---··----------------------------·- __ --·--- Dates:------------------------·----

Roledescri tion:_ Other relevant experience {Attach additional pages if necessary)

Worked with United India Insurance In India from 1989-2001, Starting as an Underwriter and progressed to Branch Manager since 1995.

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Reasons for App!vinq


1. Have been an active mutual policy holder since 2009, participating strongly in all AGM's. Fully conversant with Demutualization regulations . 2. Understand the sentiment of the mutual policy holders, who are the actual owners and who contributed to governance of the company all these years which is a major factor for the Growth in equity of the company 3. A keen student of Finance, I keep myself abreast of all financial developments and I am able to interpret financial statements quite well. 4. Matured, balanced and well leveraged to discuss and decide on allocation of benefits by being fair and equitable to all stakeholders.




iii I am or was an employeer officer, or dire"ctorof Economical


O I have some other director indirect relationship with Economical (e.g.~ spouse or relative is employed by or hasa relationship)

last position


Nature of

relationship---------------------

Nature of

relationship ---------------------

2

309

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economical . · I JOIN Ir-I OUR FUTURE



l Your Relationships with Other Insurance Companies


,~

L D I am or was an employee, officer,or director of lnst.irance another insurance company company

[ last position held: Date left:

I L

D I have a business relationship with another Nature of i nsura nee company relationship and {e.g., insurance broker} name of insurance

[ company:

D r have some other director indirect Nature of relatiqnship \Yith another insurance relationship and company (e.g., spouse or relative is name cf insurance employed by or hos a relationship) company:

[ D None

[ Other Actual or Potential Interests that Conflict with Economical NJ /r ' . Indicate any other relationships that may create an actual or potential conflict with Economical. Check au that apply.

[

[

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O I have a relationship with a person or entity that may consider or has considered purchasingtheshares ora majority of the assets of Economical or its successors or assigns

D I have a relationship with a person or entity that is acting against or has an interest that is adverseto Economical


Nature of

relationship:----------------------


Nature of actual or

---------------------


3

310

~-[-. -.•... - .. ·----·· ~. ___ ·~·



r·

L Other Actual or Potential Interests that Conflict with Other Eligible Mutual Policyholders

Do you have any other relationships that may create an actual or potentiat confiictwith the other eligible mutual policyholders as a group? /'{t; 0 Yes {please explain - attach additional pages if necessary)

[ [ ytNo

4. OTHER COMMENTS

Is there anything else you believe would be relevant to your application for the mutual policyholder committee? (Attach additional pages if neressary)

[

[ 5. SIGNATURE

By submitting this Application Form, I certify that the information I have provided here is true and complete. I also agree to advise [ toJlcCarthy Tetrault LLP1 counsel to the eligible mutual policyholders,of any significant changes to this information as soon as possible.

I consent and acknowledge that (1) my name will be posted on Economical's demutualization website; {2} I may be contacted by legal ,~ counsel to the eligible mutual policyholders; (3} this form or its contents may be shared with Mccarthy Tetrault LLP, Economical, and L. filed with the court [becoming public:); and [4) if Economical determines such information is relevant to the appointment of

policyholder committees or the demutualization process, personal information about me in Economical's records may be shared with McCarthy Tetrault LLP and filed with ·the court (becoming public). Such personal information may include policy details, claims

[ history, or any additional connections with Economical {e.g., employment history).

[

[ The APPLICATION DEADLINE is October 24, 2016. Applications received after the deadline will not be considered.

1· Submit your comoleted and signed application by email or mail to: L

[

[

Sharon Kretchmar McCarthy Tetrault LLP Email: economical@ma:arthy.ca Mail: Suite 5300, 66 Wellington Street West


Please direct any questions to Sharon Kretchmar at the address above or by calling 1-877-244-7711 x 548114

4

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1. YOUR BACl<GROUND AND QUALIFICATIONS

312

·[ Contact Information

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Your Login" ID (see Jetter sent to you with the demutua/ization notice)

¢0'>~'-\11-<.>J


List relevant credentials and experience rel a ting to demutualizatlon, negotiations, business, and financial affairs or insurance: (e.g,. financial services industry leadership roles; multi-party .. high-value negotiations; corporate restructurings}


BA E"c..cl'\.c ....... ' ;.,r ( 1""--tc:.. "c....-

Professional designations (e.g. CA1 CFA, FCIP)

C: If' ('Le.> OS-) F-"-1 <" &- C.1'-1'1') ( 'l. c. (i °"1 ) Relevant e·mployment

Employer 1: _ __f:,.1,!.Y __ (ft({.f_<,=-~0:::.....-Z. __ &.:: __ C:.,y __ .

Role description:

Roi e description: Qc.t"" f_""-Cc. ~~-5:.._ __ fS{l:-i...:..-c.~ --------·--------------------------

Roledescription: __ lNV't: >f'""'-=-.....,_':._ __ t"r)f<l C.1"7-«::~<~----

Employer 4: ___ . Dates:---·---------------


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Reasons forApplvinq

e e • economical" JOIN IN OUR FUTURE

On!y complete this form if you are an eligible mutual policyholder

313


I am very vested in the future of Economical and would like to commit myself fully to Economicaf's evolution in this next step. I am an advocate in trying to ensure that Economical retains it's interests in serving both mutual and non-mutual policy holder groups during the demutualization process. l have been a steadfast insured of Economical Mutual since before 2000.

. [ 2. RELATIONSHIPS WITH ECONOMICAL

!ndicateall relationships you have with Economical Mutual lnsuranceCompanyor its member companies.Check all that apply.

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0 lamorwasan employee, officer,ordirectorof Econoinical


Economical {e.g .. insurance broker)

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relationship with Economical (e.g., spouse or relative is employed by or has a relationship)

Last position

held: Date left: ~~~~~~~~~~

Nature of

relationship --------------------


2

~~~~~~~~~~~~~~~~-~~-

e " I> economical" JOIN IN OUR FUTURE



314

r-· L Your Relationships with Other Insurance Companies

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lndicateall relationshipsyou have with other insurancecompanies (excluding holding a policy). Check all that apply.

O I am or was an employee, officer, or director of another insurancecompany

Insurance

company --------------------~

G2I I have a business re1ationshipwithanother insurancecompany (e.g., insurance broker)

D I have some other director indirect relationship with another insurance company (e.g., sppuse or relative is employed by or has a relationship)

last position

held:----------- Date left:


name of insurance company: _____________________ _


name of insurance

company: ----------------------

. [ D None

[ OtherActuol or Potential Interests that Conflict with Economical

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Indicate any other relationships that may create an a ctua I or pot en ti a I conflict with Economi ca I. Check all that apply . .

O I have a relationship with a person or entity that may consider or has considered purchasingtheshares or a majority of the assets of Economi ca I or its successors or assigns

O ihavearelationshipwithapersonor entity that is actingagainstor has an interest that is adverseto Economical


Nature of

relationship: ----------------------

Nature of

relationship: ----------------------

Nature of actual or


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Other Actual or Potential Interests that Conf!ictwith Other Eligible Mutual Policvho/ders

Do you have any other relationships thatmaycreatean actual or potential conflictwith the other eligible mutual policyholders as a group?

0 Yes (please explain - attach additional pages if necessary}

0 No

4. OTHER COMMENTS

315

Is there anything else you believe would Ire relevant to your application for the mutual policyholder committee? (Attach additional pages if necessary)

I have a strong financial background and am familiar with various insurance related protocols and obligations. In addition, I have a cost-benefit background. I strongly believe in and support fair outcomes for all negotiations.

5. SIGNATURE

By submitting this Application For~, I certify that the Information I have provided here is true and complete. I also ~greeto 8dvise McCarthy Tetrault LLP, cou_nsel to the eligible mutual policyholders, of any signjficantchanges to this information as soon as possible.

I consent and acknowledge that (1) my name will be posted on Ecoriomical's demutualization website;(2) I may be contacted by lega I counsel to the eligible mutual policyholders;(3)this form or its contents may be shared with McCarthy Tetrault LLP, Economical, and filed with the court (becoming public); and (4} if Economical determines such information is relevant to the appointment of policyholder committees or the demutualization process, personal information about me in Economical's records may be shared with McCarthy Tetrault UP and filed with the court (becoming public). Such personal information may include policy details, claims history, or any additional con~ections with Economical {e.g., employment history).

Applicant'sC;;z ~,J<:!!e!o';jv""°"'======-'-----17/10/2016

Date: --------------(Doy, Month, Year)

The APPLICATION DEADLINE is October24, 2016.Applications received after the deadllnevJill not be considered.


Sharon Kretchniar McCarthy Tet,ault LLP Email:[email protected] Mail:Suite 5300,66 \Veliington Street West


l Pleasedirectany questions to Sharon Kretchmar at the address above or by calling 1-877-244-7711,x548114.

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econoinical !Olti IH Ol)R FUTURE


Only complete this form if you are an eligible mutual pollcyho!der ofEconomical See the "Instructions for Completing Application for Policyholder Committee" for assistance in completing this form.


Contact Information

First name David

Last name Wilmot

Your Login 10-(see letter sent to you with the dtfT'.utuolizction notice) C0005843901

Mail111g address (street} (city or town)

Phone {preferred)

Education andRe/eva nt Employment History

(province) {posral code) •

Ust releva-nt creden_tiafs and experj enc~_ re! atlngto demutuaJ JzatiOn, negotiati"oris, .business-. and financial affairs or lnsuraoce: (e.g,.jinchdo; seNices industry leadership roles; multi-parry, high-volue-neg_otiations; cnrpOrate restrudurings)

Oegree-(s)/dip1oma(s} and dates obtained BA University of Waterloo 1970

Professional designations (e~g. CA, CFA; FCIP) FCIP • (1974)

Relevant employment

Employer l: Mercantile and General Reinsurance Company of Catiada Dates' 1972 to 1980

_ . Assistant VP, responsible for afl non-proportional pricing and for broker treaty underwriting & marketing. Role descnpDon:

Emplover 2: Gerfing Global General Ins. and Gerling Global Reins. Co.

Dates; 19SO!o 1990

1 . . VP iboth companies) placing the reinsurance of GG Ins. & underwritino treaty reins. of GG Reins. Co.

Ro erlescript1on: ...,

Employer 3: Norwich Winterthur Reinsurance Corporation (NWRe) 1990 to 1993

Oates:

~ 1

d . • Manager arn:l Chief Aoent in Canada, responsible for all operations of 1he Canadian branch. o e es~ription: ...,

1 Frankona Ruchversicherungs-AG

Emp OVE!r 4: Dates: 1993 to 1999

1 _ • Manager and Chief Agent in Canada, responsible ior all operations of the Canadian Branch.

Ro e descriot1on: Other relevant experience (Attach odditionol pages if necessaty}

Employer 5: Toa Reinsurance Company of America - 1999 to June 2007 (retirement). Senior Vice-President and Chief Agent in Canada, responsible for all operations of the .Canadian branch. 2007 to 2016: Consultant, expert witness and arbitrator of insurance/reinsurance disputes. Also wrote the Insurance Institute of Canada1s 2014 text book or. reinsurance. Associations: Past Chair oT the Reinsurance Resaarch Council (RRC), a Director of Insurance Bureau oi Canada. Past Chair of !BC's 2006 Earthquake Working Group, Founding member and past Chair of the Institute ior Catastrophic Loss Reduction.

This':~ Exhiblt .. !.:i:.::?..LJ. ......... referred to in th 1 affidav/tof,1)~,S-Ca..£~

sworn before mt, thll. ..................... .

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economical JOIN IN O\JR Fl.ITIJRE


Reasons for Applyina

State reasons for appfying totbe mutuat policyhGldercommfttee a-nd why you heH~e you can make a positive conbibution. {Atta-ch odditionol pages if necessary)

I believe my particular work experience has given me !he skill set to make a positive contribution to ihe Mutual Policyholder Committee. For mos! of my working Tiie, I have been a reinsurer lo Canada's property and casualfy insurance industry. My career has entailed complex financial negotiations wi1h the senior executives ot most of Canada's property and casualty Insurance companie$, large and sma!L Of necessity, ihese negotialions demanded trust and integrity through the use Of effective communication skills and the ability to recognize, reshape, and argue for mutuallir acceptable pricing and structural solutions. Because I operated in a very competitive market, underwriting success required solid preparation to manage expectations, equanimity lo move negotiations forward and forbearanca to abide only reasonable terms,

Now in full refirenient, I have the lime and ability to contribute to !he demutuafization process.

2. RELATfONSHIPSWITHECONOMJCAL

lndicatea.H relations.hips you have~th Economical M-utuaf lnsuranceCOmpa.nyor its member companies. Check all that apply.


O lamo~was:anemployee, efficer,or director of Economic.a.f

D I have a business relati.anshipwith Econi:mucar (e.g_ insurance bmker)

O I have some other director fndirect relationship with Ec:onomicaf (e.g., spouse or relative is employed by or hos a retationshipj

last position held: Date feft

Nature cf relationship

Nature of

---------~

--------------------

relationship--------------------

2

317

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~ o; " economical JOIN IN OUR FUTURE

Only complete this form if you are an eligible mutual polic\lholder

3, OTHER RELEVANT RELATIONSHIPS

Your Relationshk1s withOtherlnsuranceComoanies

IndicateaH retationshipsyou have With other tosu.rancecompaniE$. {excluding holding a policy). CheckafJ that app.-iv~

ii famorwasanempfoyee, officer,ordirectorof anotherins-urance:eo.mp-anv

Insurance see ''Relevant Employmentit above

company ------------------~-~ Last position Toa Reinsurance Co. June 2007

held: ---------- Date leli::

0 J have a business r.elationshipwjthanother in~uranc-ecompany

{e.g, insuronce broker}

N.atute of relationship and

· name of insurance company: ____________________ _


name of insurance

D J have some other director indirect retationshlp with another insurance company (e.g.,. spouseur relative is employed by or has a relationship} company:~----~~-~~---------~~

D ·None

Other Aduol or Potential Interests that Conflict with Economical

lndicate:anyother refatlonships thatmaycreate an actual or potential conflictv1tith Economical. Check aJJ that .apply.

O I have a relationship with a person or entity that-may tonsidet or ha:s.considered purchasing thesllares or a majority.oft~ assets of Economical or its successorsor Nature of assigns relationship:

0 I have a relationship with a person or entity that is actingagafnstor has an Nature of ioterestthat is advers.eto Economfcal relationship:

O J have another actual or potentiat interest Natute <if actual or that conflicts wlth Economic.at potenfiai conflict:

3

~~~~~~~-~~~~---~~-~-

----~~~----~----~~--

~~~~~~~~~~~~~~~-

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economical JOJN IN OU!l FUTURE

Only complete this form ff ;•ou are an eligible mutual oolicvholder

Other Actual or Potential lntereststhatConf!ict with Other Eligible Mutual Polir;yholders

Do you have cfny'other relationships that may create an actual or potentiaf c:onfiictWlt.ii the other eHgible. mutual policyho1dersasagr?Jup?

D Yes (olease-explain - attach additional pages~~ necessaty}

l!i No

4. OTHER COMMENTS Is there anything else you beli-eve wOutd be {'"elevant ta your <:ippHcation for the mutuaJ polfcyhofder committee? (Attach additional

pages if necessoiy)

Regarding lhe second and !hird parts of quesUon 3 above; My reinsurance career n,.cessanly put me in comactwltli countless senior execufutes and lawyers active in the insurance industry. These contacts inelude at least a few current or past mutual policyholders. They also include individuals who at one time or another er.gaged in the buying, selling or financing of various insurance operaUons. That said, I am not aware of any S'.icfl !merest or activity relating to Economicaf.

S. SiGNATURE

Sy submitting· this Applicati"on Form, I certify that the information I have .provided here Is true and complete. I also agree to a-dVise. Mccarthy Tetrault UP, counsel to the etigi-bfemutual policyhoJders~ofany sfgoificantchangestothis information ~s soon as possible.

I consent and acknowledge that(1) rrtf name will be posted an Economkal"s demutualizationwel:>site; (Z) I may be conwcted by lega I counsel to the eligible mutual policyholders;{3)thls form or its contents may be shared with McCartllyTetrault UP, Economical, and filed with the court (becoming public}; and (4} if Economical determines such information is relevant to the appointment of policyholdertommit:tees. or the demutualizatianprocess .. personal i nformationaboutme in Economica1's records may be sharedWi th McCarthy Tetrault UP and filed with the coort {becoming pubtic). Soch personal information mav incfude poliq details~ claims

· history,or anyaddjtionalconnections:with Economical {e..g.,emp-loyment history}.

20, October, 2016 Date: ~~~-,--~~~~~~~~

(Doy, Month, Year}

Tne APPLICATION DEA.DUNE is Od:ober24,.2016.Ap.plicatl.onsrecetv.eda:fter the deadJinewiJI notbe consjdered.

Submit your wmpleted and signed .appHcation by ema n or ma it to.:

Sharon Kretchmar McCarthy Tetrault Lt!' Emai!:erooomi~f@ma::arthy;(;a

Mail;smte 5300,66 Wefflngtcn Street West P.O. Box 48, TO Bank Tow1>r Toronto, ON MSK 1E6

[ ?leasedirectanyquestions to Sharon Kretchmar atthe address abo\te otbycalling1~877~Z44-7711.x548114. 4

TAB 51

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. POLICYHOLDER COMMITTEE FOR DEMUTUALIZATION


320

See the "Instructions for Completing Application_ for PolicyholderCommittee" for assistance in completing this form.


Contact Information

First name l Last name Thomas Worden Your Login ID (see letter sent to you with the demutualization notice) C0000264130



I

Education ond Relevant Emplovment History

List relevant credentials and experience relating to demutual ization, negotiations, business, and fi na nci-al affairs or insurance; (e.g,. financial services industry leadership roles; multi-party, high-value negotiations; corporate restructurinfjs)

Degree(s)/diplomafs) and dates obtained BA (1970)

Professional designations {e.g. CA, CFA, FCIP) CA (1973), CPA

Relevant employment

Employer 1: -~_l"~G -··-·-··-·-·-·------·-----------·-·- -··-- __ 1970 - 2007

Dates:

. . 1970-1981, Audit Staff, 1981-2007 Engagement Partner Role descnpt1on:. _________________________ ·-··------···- ...... ··--·- -·----------.. o-·- ·----·-··-···

lntetiast Inc. Employ.er 2: ... ·········--·-·-·---·-------·····-----··-···--···

General Manager - Canadian Operations and CFO Role description:-------·-------------······ ......................... ___ . --·· ·---·--- --· ···- .. .

TS. Worden Consulting Inc. Employer 3: -------------···---------------·-·-- __ _

2007- 2013 Dates:

2013 - Present Dates:

~ . Financial consulting to a variety of clients Roi e des en pt1 on:---------------··------------ ------·-· ..... ·--------- -·-·- ..

Employer 4: ···-------------·-------.. ·-----------·--·--- -··-

Role descriPtion: _ Other relevant experience (Attach additional pages if necessary)

See attached

1

Dates:

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Reasons for Apo/vinq

to IP • economical JOIN IN OUR FUTURE


321

State reasons for applying to the mutual poticyholder committee and why you believe you can make a positive contribution. (Attach additional pages if necessary)

See attached



[_ iii· I currently hold a mutual policy

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D I am or was an employee, officer~or director of Economical

D I have a business relationship with Economical (e.g~. insurance broker)

O I have some other director indirect relationship with Economical (e.g., spouse or relative is employed by or

has a relationship)


~--------~

Nature of

relationship --------------------

Nature of

relationship --------------------

2

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economical JOIN iN OUR FUTURE 322 Only complete this form if you are an eligible mutual policyholder


Your Relationships with Other lnsuranceCompanies

Indicate all relations hips you have With other insurancecompanies (excluding holding a policy). Check all that apply.

0 I am or was an employee1 officer, or director of another insurancecompany

insurance

company ~~~~~~~~~~~~~~~~~~~~~

last position

0 I have a business relationship with another insurance company (e.g., insurance broker)

0 I have some other director indirect relationshipwith another insurance company (e.g ... spouse or relative is

employed by or has a relationship)

Iii None

·held: Date left:


name of insurance

~~~~~~~~~~~

company: ~~~~~~~~~~~~~~~~~~~~~-


name of insurance

company:~~~~~~~~~~~~~~~~~~~~~-


!ndlcateanyother relationships that may create an actual or potential conflictwith Economical. Check all that apply.

O I have a refationshipwith a person or entity that may consider or has considered purchasingtheshares or a majority of the assets of Economical or its successors or assigns

D I have a relationship with a person or entity that is actingagainstor has an interest that is adverse to Economical

O I have another actual or potential interest ti'lat confli e"i.S with Ecor.omi ca I

Nature of

r8ationship:~~~~~~~~~~~~~~~~~~~~~-

Nature of

relationship:----------------------

Nature of actual or

potential conflict:----------------------

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Do you have any other" relationships thatmaycreate an actual or potential conflictwiththe other eligible mutual policyholders·as a group?

0 Yes {please explain - attach additional pages if necessary)

·g No

4. OTHER COMMENTS

Is there anything else you believe would be relevant to your application for the mutual policyholder committee? (Attach additional pages if necessol)I)

l r S. SIGNATURE

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By submitting this Application Form, I certify that the information I have provided here is true and complete. I also agree to advise Mccarthy Tetrault LlP, counsel to the eligib!emutoaf policyholders, of anysignificantchanges to this information as soon as possible.

I consent and acknowledge that {1} my name will be posted on Ec.onomica!'s demutualization websitei{2) J may be contacted by legal counsel to the eligible mutual poHcyholders;(3)this form or its contents may be shared with McCarthyTetrault LLP, Economical, and filed with the court (becoming public); and {4) if Economical determines such information is relevant to the appointment of policyholder committees or the demutuali zati on process, persona I information a bout me in Economica 1 's records may bes hared with Mccarthy Tetrault UP and filed with the court (becoming public). Such personal information may include policy details, claims history, or any additional connections with Economical (e.g .. employment history).

Applicant's Signature: ___ -::-_r_S_.~L~~-· -·~(.~--~---..,.....-

Date: (Day, Month, Year)

The APPLICATION DEADLINE is October24, 2016.Applicatians received after the deadlinev.ill not be considered.

Submit your completed and signed application byematl or mail to:

Sharon Kretchmar McCarthy Tetrault LlP Ema i I: [email protected] Mail: Suite 5300, 66 Wellington Street West

P.O. Box 48, TD Bank Tower Toronto, ON M5K lE6

Please direct any questions to Sharon Kretchmar at the address above or by calllng1-877-Z44-771l,x548114.

4

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Application to Service on the Mutual PolicyHolder Committee f o r D e m u·t u a i i z at i o n

EDUCATION AND RELEVANT EMPLOYMENT HISTORY

KPMG

As an Engagement Partner at KPMG. I was responsible for providing audit, accounting

tax arid advisory services to a wide variety of clients including clients in the insurance industry.

As a result I was involved in advising a number of clients in connection with their merger,

acquisitions and disposition activities.

As Human Resource partner, I also sat on the management committee of one of the

large business lines at KPMG.

fnter(ast Inc.

As General Manager of Canadian Operations and CFO, I was involved in all aspects of the

company's operations including negotiating contracts with customers and managing the

banking arrangements, including negotiations with a number of banks, which ultimately led to

_a change in bankers.

In 2011, I was given the responsibility of heading up efforts to sell the company. The

process took about sixteen months and included negotiations with a number of investment

bankers and potential buyers.

Once we had selected the preferred buyer. I took the lead in negotrating the final

agreement of purchase and sale with the buyer and responsibility for the due diligence process.

In mid-2012, the sale was successfully finalized.

Following the sale, I was retained by the new owners for one year during which I co

chaired the integration committee-to bring the two companies together {the buyer also had a

Canadian operation)

T.S. Worden Consulting Inc.

From 2013 to the present, I have been· providing financial consulting services to a

number of clients, including the former owner of lnterfast Inc. These services primarily involve

assessing potential investments in private companies, negotiating details of the investment and

completing due diligence. Subsequent to making the investments I take an advisory role on the

Board of the investee company.

Throughout my career, I have been involved in the community including Board positions

on a number of not-for-profit organizations, often resulting in an executive role on the Board.

Most recently I completed a two-year terms ad President {2011-2013) and two years as Chair of

the Board {2013-2015) of a large national conservation organization.

lJPage Thofnas \Norden

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Application to S<:rvice on the Mutuai PolicyHolder Committee for Oemutua1ization

REASON FOR APPLYING

This is a very important undertaking by Economical. It is likely that success will lead to, and establish a framework for, other demutualizations in Canada. No doubt, this will be a challenging and very interesting process and it is critical that we "get it right". This will require us to be committed to the success and prepared to look for and consider innovative solutions to a complex issue.

I believe that my experience and skills will allow me to make a significant contribution to the process. I have the time and am prepared to contribute to the best of my ability. I am excited by the prospect of being a part of the committee representing mutual policyholders at Economical.

21Page Thomas Worden

325 .. -·

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TAB D

1:---; r--i r--i r----i r; ri r--1 Ci f:-j Ci r--1 t--i r--; r-----i r:--i r--1 CJ CJ CJ

1 _ I Appleton, Charles

2. Beaupre, Alan

3. Belanger, Grant

4. Bodnar, Terence

5. I Brock, Dave

MT DOCS 15945629

Applicants for Mutual Policyholder Committee

Economical Mutual Insurance Company

I Application received I FCIP I • Has participated in other committees and facilitated focus October 11, 2016 groups in various provinces

• VP at Economical until 1996

• Says he is well-known by other mutual policyholders

Application received CA, CPA • Lifelong resident of Kitchener and seen Economical grow October 10, 2016 over the years

• Former venture capitalist, accounting background

• Has served as chair of St. Mary's General Hospital in Kitchener, treasurer of St. Joseph's Health System and on the boards of several local charities

Application received Registered insurance • Managing Partner of Easylnsure, an insurance brokerage October 17, 2016 broker contracted by Economical

• Ontario Finalist for Young Entrepreneur category for EY Entrepreneur of the Year Award

Application received CA, CIP, CFA, CFP • 30 years of investment portfolio management for October 24 member/policyholder-owned fraternal benefit societies

• Has worked with sophisticated and unsophisticated board members and been involved in educating such members

• Has worked with Appointed Actuaries before

• Employed as a bond trader at Economical until 1990

I Application received • Operates a large farm operation September 27, 2016 • Director on more than one board

• Was chairman of Western General Insurance Co. and oversaw the roll in of that company into Economical

V-.l N -----i

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6. I Brzezinski, Peter I Application received I --I :

Worked for GM until his retirement September 29, 2016 Held mutual policy for Economical since 1982 (34 years)

• Represents the point of view of a long-standing policy holder

7. Charnuski, Rick Application received --- • Branch manager at TD for over 35 years October 24, 2016 • Used to dealing with people, both sophisticated and

unsophisticated. Says he lacks professional certifications/designations but has gained real "street-sense" and intuitive knowledge of people by working in a branch

• Will be retiring and will have time to dedicate to committee

• Submitted thoughtfully written application

8. Chertkow, Wayne Email of CV CA, CPA • Self-declared conflict as he has worked with Tom received September Reikman, current COO of Economical for almost 10 years 25,2016 • Strong knowledge of the insurance industry, audited at Application received E&Y. September 27, 2016

Has reviewed the rules and taken time to attend the • September 19 hearings for election of counsel to the committees

9. I Clancy, Tim Application received CA, CPA • Many years of financial management experience in P&C October 24, 2016 industry, strong accounting background

• Has worked with actuarial and other professionals, experience in corporate finance, M&A and shareholder dispute resolution

• Manager (Tax and Finance) at Economical until 2001

10. I Cockburn, Ian I Application received CAIB • Broker at Wawanesa and Aviva such that there is a September 30, 2016 relationship with Economical

11. I Collins, Patrick I Application received --- • Former CEO of LexisNexis Canada, President at Torstar October 5, 2016 and senior management experience at other newspapers

• Has completed Institute of Corporate Directors education program

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MT DOCS 15945629 CD

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13.

14.

15.

I Cornell, Ben I Application received CA, CPA, CHRL October 24, 2016

DaSilva, Peter Application received FCIP, CIP October 13, 2016

I Dasilva, Wendy I Application received CIP, FCIP, CRM, CAIB October 13, 2016

I Dowsley, Gordon I Application received I ---October 24, 2016

• Team Leader of HR consulting practice

• Previously on board of Big Brothers Big Sisters

• Extensive senior management experience in insurance industry over 35 years

• Has negotiated six brokerage acquisitions and sale of family brokerage; says it will help him in negotiating a win-win proposal that will work for both mutual and non-mutual policyholders

• Was a VP at Intact Insurance until 2009

• Note: this candidate is the spouse of the candidate below

• Was involved in the creation of Waterloo Insurance, now known as Economical Select

• Served on executive committee of !BAO, has negotiated eight acquisitions and one divestiture

• Operations Manager at Waterloo Insurance, now known as Economical Select, until 1999

• AVP (Enterprise Risk Management) at Allstate until 2007

• Note: this candidate is the spouse of the candidate above

I • 40 years' experience in the corporate finance end of insurance, 21 years at Crown Life Insurance Co, pioneered concept of financial reinsurance and wrote first ever article published on the concept

• Has worked on several insurance related contracts in many countries for entities such as the IMF, World Bank, UN, European Commission, Asian Development Bank and others

• Assisted with transitioning former communist countries to free market systems in an insurance context

• Has lectured at universities

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16. I Falbo, Richard I Application received I LLB October 4, 2016

17. Glynn, Craig Application received ---October 17, 2016

18. Guerin, Camille Application received CA, FCPA October 14, 2016

19. Hannan, Terry Application received FllC, CCIB October 21, 2016

20. I Harris, Alan I Application received GIP September 26, 2016

21. I Hawton, Gary I Application received CFA, CIM October 18, 2016

MT DOCS 15945629

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Various senior management roles, strong academic background

Has sat on several executive and management committees and says he is familiar with the conduct and protocol at such meetings

President of roofing company, has grown business manifold

Appears to have considerable hands-on experience; less experience specific to insurance industry

Acted as CFO at various organizations

Fluently bilingual

Experience negotiating several M&A transactions over career

Years of experience in policing and as an army reserve

Is willing to commit to attending meetings, has attended almost all Economical AGMs

Appears to have strong understanding of how mutual vs . non-mutual policies work and has recommended these policies to many existing policyholders; is known personally by many mutual policyholders

35 years of insurance industry experience 22 years of which were with Economical

Presently retired

Senior management roles at various companies

Negotiated sale of Meritas to QTrade; credited with bringing Say on Pay to Canada as sponsor of first successful Say on Pay vote

Says he can be fair and balanced

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22. I Hawton, Jiuliana I Application received I October 19, 2016

23. Hobson, Richard Application received October 11, 2016

24. Hogan, Barry Application received September 28, 2016

25. Hunt, Brendon Application received October 18, 2016

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CFP, CIM, FCSI I • Former District VP at St. Catharine's and Niagara Region for CIBC, oversaw 300 employees

• Says she understands need for there to not be perceived lopsided victory for either party

• Teamwork skills

LLB • Queen's Counsel; recognized as specialist in civil litigation by LSUC

• Completed course in mediation at Harvard

• Owned his own law firm, insurance defense work for major insurers (not Economical)

• Has familiarized himself court Order and demutualization regulations

CAIB, RIBO • Sits on Economical Ontario Brokers Council, has considerable insurance background

• Has a business relationship with Economical - insurance broker representing Economical

• Negotiated acquisition of numerous brokerages and sold his brokerage to HUB International

CCIB, GIB • Incubated two start-up insurance firms; joined a small a small insurance firm and was responsible for growing billings from $700K to $62M per year

• Is retired from the industry, says he has time to commit

26. I Hunter, Ralph I Application received Licensed insurance • Has board experience - former VP of Peel Regional Police October 7, 2016 broker

27. I Kirkland, William I Application received ---October 21, 2016

MT DOCS 15945629

Services Board, former Chairman of Mississauga Living Arts Centre, among others

• Sold policies through his brokerage for Economical; listed 10 mutual policyholders to whom he sold Economical

• Claims representative at Economical until 2012

• Application is sparse

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28. I Koning, Wayne I Application received I ---September 28, 2016

29. Mailloux, Rose Application received FCPA, FCMA, CPA October 24, 2016

30. Martin, Jamie Application received LLB October 13, 2016

31. McCrea, William Application received FCIP October 20, 2016

32. I McKinnon, William I Application received LLB, Professional October 13, 2016 Engineer

33. I Messier, Richard I Application received CAIB, DI September 27, 2016

MT DOCS 15945629

I •

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• • •

Seems to really understand the demutualization process inside out, has been actively following process for several years

Attended 5 of 6 last AGMs and the special meeting

Has made submissions to the federal government and corresponded with Finance Ministers James Flaherty Joe Oliver

Informed policyholder who has followed the demutualization process since 2010

Strong financial literacy and analytical skills (Partner at KPMG)

Experience representing clients on indirect tax matters and negotiating with government taxation authorities

Extensive board experience

Spouse is a former employee of Economical (now retired}

Partner of Miller Thomson (recently retired); extensive board experience

Potential self-declared relationship with Economical but unclear from application

Executive Director, Quality Assurance & Risk, Gaming Policy and Enforcement Branch, Province of British Columbia

Corporate Responsibility Officer at Economical until 2008

Has had many speaking engagements on insurance topics, committee work at Insurance Bureau of Canada

Partner at a law firm, retired


16 years insurance industry experience most of which was spent self-employed

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34. I Meyer, Leendert I Application received I CIP, FCIP I • October 12, 2016

•

• 35. Moon, Christopher Application received LLB •

October 24, 2016

•

•

36. Morrison, Chris Application received -- • October 5, 2016

• 37. Motz, Paul Application received --- •

September 26, 2016

38. Pahwa, Ajay Application received Fellow FCAS and Fellow I • September 26, 2016 FCIA

•

39. I Pucovsky, Gregory I Application received --- • October 24 •

•

MT DOCS 15945629

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Extensive insurance industry experience in senior positions

Business executive program at Schulich School of Business and Ivey

Relationship with Economical as broker

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Appears to understand what is required with respect to a negotiated outcome based on his cover letter

Currently a Partner at Davis Webb LLP (Corporate Tax Estates)

Leadership experience, executive member of OBA Business Law section

Currently employed by London Life as the Lead Information Technology Systems Architect for Digital Services Initiative

Was involved in the demutualization of London Life

Sparse application

Actuary for various insurance companies (current SVP Actuarial at Chubb, formerly Chief Actuary and CRO at Allstate)

Consider interviewing candidate due to actuarial experience

38 years' experience as hydrogeologist

Currently employed as Senior HydrogeologisUProject Manager at GHD

Has experience with negotiations

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40. I Preston, Ross I Application received I October 17, 2016

41. Reidel, Terry Application received October 17, 2016

42. I Saunders, David I Application received I October 20, 2016

43. I Spears, Dan I Application received I October 20, 2016

MT DOCS 15945629

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PhD, Economics I •

•

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FCPA • • •

CPA, CA •

•

FCIP •

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• •

Economist (retired); appears to be extremely intelligent, has been awarded a prize for economics from the Wharton School, extensive publication history attached with application

Held various senior positions with the Federal government, some business experience

Trained as a mathematician before switching to economics


Former Managing Partner at E& Y

CA with business and H.R. experience

37 years' experience in senior positions.with the War Amputations of Canada (War Amps)

Broad experience in liaising with government officials and parliamentary committees; involved with committee examining effects of thalidomide and reaching a settlement with the federal government for victims of thalidomide

34 year career in the Property and Casualty Insurance Business working for three major insurance companies (now retired) holding various senior positions

Previously employed by Economical as Regional VP until · March 2014

Has previous board experience

From Nova Scotia

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44. I Stinson, William I Application received I FLMI October 20, 2016

45. Sulpher, Leslie Application received October 24, 2016

46. Sunichura, Ram Application received FCIP, CRM, RIBO October 3, 2016

47. I Taylor, Tim · I Application received A.1.1.C. October 20, 2016

' 48. I Tobias, John I Application received

September 27, 2016 CIP

49. I Walpole, Jeffrey I Application received CIP, FCIP, CRM October 17, 2016

' 50. I Wilmot, David I Application received FCIP

October 21, 2016

51. I Worden, Tom I Application received CA, CPA October 20, 2016

MT DOCS 15945629

I • Previously employed by Economical in IT with 1 year spent as CIO reporting to CEO

• Experience with contract negotiations

• Previously employed by Economical as Office SeNices Manager (3 year period)

• Ran own business for over 20 years

• Previously employed by Economical (12 year period)

• 20+ years' experience in insurance industry with focus on underwriting eligibility of risk acceptance

• Previously employed by Economical, current employer deals with Economical

CURRENTLY EMPLOYED BY ECONOMICAL INSURANCE -CONFLICT

• 5-years' experience as a reinsurance broker

• Scotia Mcleod investment associate for 4 years

• Career as a reinsurer to Canada's property and casualty insurance industry

• Currently retired and has time to devote to the committee if appointed

• Work experience as CPA at KPMG

• Currently provides financial consulting seNices

• Negotiated sale of lnterfast Inc. (global distributer of aerospace fasteners et al)

• Not-for-profit board experience

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Candidates Recommended by McCarthy Tetrault LLP for the Eligible Mutual Policyholder Committee

1. Rick Charnuski - Mutual Policyholder for 14 years - Elmira, ON

2. Craig Glynn - Mutual Policyholder for 16 years - Aurora, ON

3. Brendon Hunt - Mutual Policyholder for 11 years - Long Sault, ON

4. Ralph Hunter - Mutual Policyholder for 33 years - Mississauga, ON

5. Rose Mailloux - Mutual Policyholder for 20 years - Petersburg, ON

6. William McCrea - Mutual Policyholder for 31 years - Victoria, BC

218403/488356 MT DOCS 16091791v1

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AFFIDAVIT OF NANCY J. CARROLL (Sworn November 15, 2016)




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COMMERCIAL LIST


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MOTION RECORD (Eligible Mutual Policyholder Committee

Appointment Motion)




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DOCS 16078804v1

Documents

INDEX [] · 2016-11-17 · court file no. cv-16-11425-00cl ontario superior court of justice b e t w e e n : in the matter of the insurance companies act, r.s.c. 1991 c. 47, as amended,