The Company is organized as a mutual benefit company under the laws of the State of Vermontto participate as a protected cell corporation within Cooperative Partnership Insurance Company, a Vermont licensed sponsored captive insurance company(the “Sponsored Captive”) owned byCharter Partners USA, Inc. (“Charter Partners”). The Company’s Amended and Restated Articles of Incorporation and Bylaws are incorporated by reference and attached as Exhibit A.  The principal place of business of the Company is 30 Main Street, Suite 330, in Burlington, Vermont.

The Company was organized to provide efficient, coordinated and competitive reinsurance support and to enable the Members to obtain commercial insurance coverages on a long-term basis, resulting in reinsurance premiums projected to permit the Company to remain financially sound. There can be no assurance, however, that the Company’s objectives or those of the Sponsored Captive will be realized. See “RISK FACTORS.”

The Company, in coordination with the Primary Insurer(s), operates loss prevention and risk management programs for the Company’s Members and contracts with others, including Charter Partners, to provide certain of these programs. These programs are designed to assist Members with identifying exposure to claims and reducing or avoiding associated losses. Responsibility for certain aspects of designing, organizing and presenting loss prevention and risk management programs and seminars is assigned to outside consultants and Charter Partners. The Company uses other outside consultants for such services as accounting and legal and to some extent relies on other services provided by the Sponsored Captive, such as underwriting and actuarial analysis. See “CERTAIN INTERESTS.”