Governing Articles: Article VI

Governing Articles: Article VI 4.12.1: Indemnification Any person or insurer against whom any claim, demand, action, suit or proceeding is made, commenced, asserted or threatened by reason of or relating to the fact that such person or insurer is or was: (a) a Member of the Pool; (b) a member of the Advisory Board; (c) a Servicing Carrier; (d) the Plan Administrator; (e) the Pool Administrator; or (f) an officer, partner, employee or agent of any of the foregoing shall be indemnified against all judgments, fines, amounts paid in settlement, reasonable costs and expenses including attorney’s fees, and any other liabilities that may be incurred as a result of such claim, demand, action, suit or proceeding made, commenced, asserted or threatened except with respect to matters: (a) as to which he, she or it shall be adjudged to be liable by reason of willful misconduct in the performance of his, her or its duties or obligations to the Pool or the Members thereof; and (b) any criminal actions or proceedings, where such person or insurer had reasonable cause to believe that his, her or its conduct was unlawful. Such indemnification shall be provided whether or not such person or insurer is one of the persons hereinabove described at the time such claim, demand, action, suit or proceeding is made, commenced, asserted or threatened. Such indemnification shall be limited to only those claims, demand, actions, suits and proceedings relating to or arising from the Pool or the Plan as herein defined, including, without limitation, the establishment, administration and operation of the Pool and Plan. Such indemnification shall not be exclusive of other rights such person or insurer may have, and shall pass to the successors, heirs, executors or administrators of such person or insurer. The termination of any such civil or criminal action, suit or proceeding by judgment, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not in itself create a presumption that any such person or insurer was liable by reason of willful misconduct, or that he, she or it had reasonable cause to believe that his, her or its conduct was unlawful. If any such claim, demand, action, suit or proceeding is compromised, it must be with the approval of the Commissioner provided; however, the Commissioner may delegate to the Pool Administrator the authority to approve any such compromise of financial liability. Source: Miss. Code Ann. §71-3-111 (Rev. 2011) 4.12.2: Entitlement to Indemnification In each instance in which a question of indemnification arises, entitlement thereto, pursuant to the conditions set forth in section 6.1 of this Article, shall be determined by the Commissioner who shall also determine the time and manner of payment of such indemnification; provided, however, that a person or insurer who or which has been wholly successful, on the merits or otherwise, in the defense of a civil or criminal action, suit or proceeding of the character described in section 6.1 of this Article shall be entitled to indemnification as authorized in such Article. The Commissioner may delegate to the Pool Administrator the authority to determine, in a manner consistent with this Article, entitlement to indemnification, and the time and manner of payment of such indemnification, for any indemnification requiring payment which is less than an amount as may be fixed from time to time by the Commissioner. The rights hereunder provided shall not be exclusive of the rights to which any person or insurer may be entitled as a matter of law. Source: Miss. Code Ann. §71-3-111 (Rev. 2011) 4.12.3: Indemnification Expense All indemnity paid or expense incurred by the Pool by reason of the indemnification provided above shall be an operating expense of the Pool incurred in the calendar year in which such indemnity is paid or expense is incurred and shall be assessed and collected as an operating expense of the Pool under the provisions of these Articles.