LONDEN INSURANCE GROUP, INC.

AMENDMENT NO. 1

Effective September 1, 2002 the The Londen Insurance Group, Inc. Benefit Plan shall be amended as follows:

The following shall be deleted and replaced with the following on page 56:

Any reference to Non Public Personal Information (NPI) will now read Protective Health Information (PHI).

This Amendment shall be attached to and form a part of The Londen Insurance Group, Inc. Health Benefit Plan, and shall not be held to alter or affect any of the terms of such Plan other than specifically stated.

Londen Insurance Group, Inc. has caused this Amendment to be executed by its duly authorized office on this ______day of ______2002.

______

SIGNATURETITLE

LONDEN INSURANCE GROUP, INC.

AMENDMENT NO. 2

Effective October 1, 2002 the The Londen Insurance Group, Inc. Benefit Plan shall be amended as follows:

The following shall be added to the Plan Document:

Long Term Care

The Plan will pay 100% of the UCR after a $10,000 deductible for care at home or in a facility for Alzheimer’s, Parkinson’s disease, irreversible dementia, senility and all other forms of organic dementia for the following services:

1.Daily care for Skilled, Intermediate or Custodial Facility Services.

2.Professional care from a Physician, Registered Nurse, Licensed Practical Nurse, Vocational Nurse, Social Worker, Registered Dietitian, Physicians Assistant or an Exercise Physiologist.

3.Licensed or Registered Physical, Respiratory, Speech or Occupational Therapist.

4.Personal care from a Nurse Aide, Home Health Aide, or may include Homemaker or Companion Services or care.

5.Durable Medical Equipment, IV therapy, Medicines, Oxygen, Bandages, Adult Briefs and Hosiery for the prevention of Embolisms.

6.Capitol Improvements to the home so the patient can remain at home.

7.Home Health Care

8.Adult Day Care

9.Respite Care

Eligibility Requirements for the Employee or Dependent benefits

1.Employee or Dependent must be 65 years or older and;

2.Employee must have had 30 years of Service with the Londen Insurance Group and;

3.Employee must have been a current full-time Employee and filed with the IRS as a W-2 wager earner at the time benefits commenced.

Exclusions and Limitations

1.Services provided to a patient who is under 65 years of age.

2.Care received outside the United States, its possessions or Canada.

3.Care provided free of charge in a Veteran’s Administration or government facility.

4.Care resulting from Alcoholism, Drug Addiction, or Chemical dependency.

5.Care for which a charge would be normally covered under another provision of this Plan.

6.Duplicating benefits paid by Medicare or other government programs.

7.No benefits will apply to the Reinsurance Carrier aggregate or specific benefits.

December 30, 2002

Londen Insurance Group, Inc.

Amendment #2

Page 2

This Amendment shall be attached to and form a part of The Londen Insurance Group, Inc. Health Benefit Plan, and shall not be held to alter or affect any of the terms of such Plan other than specifically stated.

Londen Insurance Group, Inc. has caused this Amendment to be executed by its duly authorized office on this ______day of ______2002.

______

SIGNATURETITLE

WESTERN HERITAGE HEALTH BENEFIT PLAN

AMENDMENT NO. 3

Effective January 1, 2004 The Western Heritage Health Benefit Plan shall be amended as follows:

The SUBSECTION entitled “Eligibility Requirements/Effective Date - Agents”, under the SECTION entitled “ELIGIBILITY AND EFFECTIVE DATES”, shall be deleted and replaced with the following:

Eligibility Requirements/Effective Date - Agents

Agents and Managers will be eligible for coverage the first of the month following any production period of at least one (1), and up to three (3) consecutive months where the written business with the company meets the following production requirements:

Agents must write, within a period of one (1), but not more than three (3) consecutive months, $18,000 in discounted annualized premium. Managers are eligible subject to minimum quarterly production of $90,000. If there is a partnership, the second partner will qualify with a total production (within 1-3 consecutive months) of $157,500.

Qualification is based on annual, semi-annual and checking bank draft modes of written discounted annualized premium only. To determine discounted annualized premium, production will be credited on the following basis:

  1. Whole Life and Multiple Pay Life with payment period

of 10 years or longer:100% of Annualized Premium

  1. Multiple Pay Life with payment period of less than 10

Years: 50% of Annualized Premium

3.Single Premium Life: 10% of Premium

4.Stand Alone Accident Plan:100% of Annualized Premium

5.Medicare Supplement: 25% of Annualized Premium

Annuity premium does not count; nor does premium written on monthly or quarterly direct bill modes or savings bank draft mode. Zero-CWA production will count only after it is placed in force as of the 7th calendar day after the initial withdrawal.

A portion of the premium cost will be paid by the Plan Sponsor, Londen Insurance Group, and a portion will be paid by the agent or manager according to the following schedule:

AGENT LEVEL MONTHLY PREMIUMS

Three (3) Months’ ProductionIndividualOrFamily

$18,000$400$600

24,000 300 500

30,000 200 400

36,000 100 300

MANAGER LEVEL MONTHLY PREMIUMS

Three (3) Months’ ProductionIndividualOrFamily

$90,000$400$600

120,000 300 500

150,000 200 400

180,000 100 300

Once enrolled, an agent’s production is reviewed every three month period from the date the agent’s insurance became effective. This three (3) month period will be referred to as the “agent’s quarter” and does not necessarily fall into a calendar quarter.

Premiums for a given agent’s quarter will be based on the total production from the previous agent’s quarter. EXAMPLE: If an agent produced $26,000 in his last agent’s quarter, his monthly premium for the next quarter will be $300 for individual coverage or $500 if he has family coverage.

If production requirements are not met within the first six (6) months of writing business, enrollment cannot be made until the requirements have been met. If, in the future, production requirements are attained, evidence of good health will be required for the Life and AD&D benefit and the effective date will be on the first of the month following underwriting approval. The medical and dental portion will be effective the first of the month following the date of application.

It is the agent’s responsibility to contact the Company if he believes he has produced enough to qualify after the initial six (6) months of writing business. If the agent fails to contact the Company and enroll within 31 days after production requirements have been met, his coverage can become effective only in accordance with the “Late Enrollment/Re-Enrollment” provision below.

Once enrollment has been made, production will be reviewed every three (3) month agent’s quarter to determine eligibility. If an agent does not meet the minimum requirements for a given agent’s quarter, the agent will have three (3) months to re-qualify. If the minimum production level after the allotted three (3) months is not met, coverage will be terminated unless continuation of coverage (COBRA) is elected.

Agents who have been continuously producing for ten years or more will have an additional three (3) month period to re-qualify for coverage. If the minimum production level is not met after the additional three (3) month period, coverage will then be terminated unless continuation of coverage (COBRA) is elected.

This Amendment shall be attached to and form a part of the Western Heritage Health Benefit Plan, and shall not be held to alter or affect any terms of such Plan other than specifically stated.

Londen Insurance Group, Inc. has caused this Amendment to be executed by its duly authorized officer on this ______day of ______, 2003.

______

SIGNATURETITLE

WESTERN HERITAGE TRUST

AMENDMENT NO. 4

Effective January 1, 2004, The Western Heritage Health Benefit Plan shall be amended as follows:

The SECTION entitled “MEDICAL BENEFITS” under the SUBSECTION entitled “Schedule of Benefits”, the following section shall be deleted and replaced with the following:

PPONON-PPO

ELIGIBLE MEDICAL EXPENSESPROVIDERSPROVIDERS

Ambulance (When Medically Necessary)80% After Deductible80% After Deductible

Ambulatory Surgical Facility 80% After Deductible70% After Deductible

Anesthesia, Assistant Surgeon (Inpatient/Outpatient)

InpatientHospital$20 Copay/100%70% After Deductible*

Outpatient Facility$20 Copay/100%70% After Deductible*

Physician’s Office$20 Copay/100%70% After Deductible*

* NOTE: If the Surgeon is a PPO Provider, then the Anesthesia and Assistant Surgeon benefits will be paid at the PPO level of benefits based on the Usual, Customary and Reasonable (UCR) Charge for your area.

Chemotherapy80% After Deductible70% After Deductible

Durable Medical Equipment80% After Deductible70% After Deductible

Emergency Room Services

Physician80% After Deductible70% After Deductible

Facility80% After Deductible70% After Deductible

Home Health Care80% After Deductible70% After Deductible

Hospice Care80% After Deductible70% After Deductible

Hospital Services

Outpatient Services80% After Deductible70% After Deductible

Inpatient Services80% After Deductible70% After Deductible

Maternity

Female Participants andSame as anySame as any

Dependent Spouses Onlyother illnessother illness

Mental Health

Inpatient80% After Deductible70% After Deductible

Outpatient - Group50% After Deductible50% After Deductible

Outpatient - Individual50% After Deductible50% After Deductible

Out-of-PPO Service Area80% After Deductible

Physician ServicesPer Provider

Office Visit$20 Copay/100%70% After Deductible

Consultations$20 Copay/100%70% After Deductible

Hospital Visits$20 Copay/100%70% After Deductible

Routine X-Ray and Lab $20 Copay/100%70% After Deductible

Complex - MRI, CT, Etc. $20 Copay/100%70% After Deductible

Physician Surgical Services (Inpatient/Outpatient)

InpatientHospital$20 Copay/100%70% After Deductible

Outpatient Facility$20 Copay/100%70% After Deductible

Physician’s Office$20 Copay/100%70% After Deductible

Pre-Admission Testing80% After Deductible70% After Deductible

Prescription Drugs

Prescription Drug CardGeneric$10.00CopayNot Covered

Brand Name$25.00 CopayNot Covered

Mail Order (90 Day Supply)Generic$10.00 CopayNot Covered

Brand Name$25.00 CopayNot Covered

Prosthetic and Orthotic Devices80% After Deductible70% After Deductible

Preventive CarePer Provider

Physical Examination$20 Copay/100%70% After Deductible

Gynecological Examination$20 Copay/100%70% After Deductible

Pap Smears$20 Copay/100%70% After Deductible

Mammography$20 Copay/100%70% After Deductible

Prostate Exam Blood Test$20 Copay/100%70% After Deductible

Well Child Care and Immunizations$20 Copay/100%70% After Deductible

X-ray & Lab$20 Copay/100%70% After Deductible

Second Surgical Opinion 100%70% After Deductible

(When required by CCN)

Short Term Rehabilitation Services (Physical Therapy)

Outpatient$20 Copay/100%70% After Deductible

Skilled Nursing Facility

First 60 Days50% After Deductible50% After Deductible

Next 30 Days25% After Deductible25% After Deductible

Substance Abuse Care

Inpatient80% After Deductible70% After Deductible

Outpatient - Individual50% After Deductible50% After Deductible

Urgent Care Facilities$20 Copay/100%70% After Deductible

All Other Eligible Medical Expenses80% After Deductible70% After Deductible

This Amendment shall be attached to and form a part of The Western Heritage Health Benefit Plan, and shall not be held to alter or affect any of the terms of such Plan other than specifically stated.

Londen Insurance Group, Inc. has caused this Amendment to be executed by its duly authorized officer on this______day of______, 2003.

______

SIGNATURETITLE

WESTERN HERITAGE TRUST

AMENDMENT NO. 5

Effective January 1, 2004, The Western Heritage Health Benefit Plan shall be amended as follows:

Under the SECTION entitled “Medical Provisions”, the SUB-SECTION entitled “Deductibles” shall be deleted and replaced with the following:

A Deductible is an amount which a Covered Person must contribute toward payment of eligible medical expenses.

Individual Deductible per Calendar Year$500

Maximum Family Deductible per Calendar Year$700

If a total of $700 in eligible medical expenses is incurred collectively by two (2) or more covered members of a family during a Calendar Year, and is applied toward the Calendar Year Deductibles, the Deductible is satisfied for the family. For these purposes a “family” will include a covered Participant and his covered Dependents.

This Amendment shall be attached to and form a part of The Western Heritage Health Benefit Plan, and shall not be held to alter or affect any of the terms of such Plan other than specifically stated.

Londen Insurance Group, Inc. has caused this Amendment to be executed by its duly authorized officer on this______day of______, 2003.

______

SIGNATURETITLE

WESTERN HERITAGE TRUST

AMENDMENT NO. 6

Effective January 1, 2004, The Western Heritage Health Benefit Plan shall be amended as follows:

Under the SECTION entitled “Schedule of Benefits”, the SUB-SECTION entitled “Out-of-Pocket Maximum” shall be deleted in its entirety and replaced with the following:

Except as noted, a Covered Person will not be required to pay more than $2,000 for PPO Providers, $3,000 for Non-PPO Providers, and $2,000 for Out-of-Area Providers in any Calendar Year towards the percentage of Eligible Expenses which are not paid by the Plan. Once they have incurred these amounts, Eligible Expenses for the balance of the Calendar Year will be paid at 100%.

NOTE: The following will not apply to the out-of-pocket maximums:

Deductibles, Copays, Penalty for not Pre-Certifying, Substance Abuse Care and any charge excluded in the limitations.

This Amendment shall be attached to and form a part of The Western Heritage Health Benefit Plan, and shall not be held to alter or affect any of the terms of such Plan other than specifically stated.

Londen Insurance Group, Inc. has caused this Amendment to be executed by its duly authorized officer on this______day of______, 2003.

______

SIGNATURETITLE

PLAN SPONSOR ACCEPTANCE OF RESPONSIBILITY

PLEASE SIGN BELOW TO ACKNOWLEDGE YOUR ACCEPTANCE OF RESPONSIBILITY FOR THE CONTENTS OF THIS DOCUMENT AND RETURN THIS SIGNED FORM TO:

Dan R. Wagnon & Associates

3825 N. 24th St.

Phoenix, Arizona 85016

We, the Plan Sponsor, recognize that we have full responsibility for the contents of the Plan Document and that, while the Contract Administrator (its employees and/or subcontractors) may have assisted in the preparation of the document, we are responsible for the final text and meaning. We further certify that the document has been fully read, understood, and describes our intent with regard to our employee welfare plan.

Plan Sponsor/Plan Administrator:Londen Insurance Group, Inc.

______

Signed (authorized representative of Plan Sponsor) Date

* * * * * *

YOU SHOULD ALSO BE AWARE OF THE FOLLOWING REQUIREMENTS WHICH MAY APPLY TO YOUR PLAN...

*A copy of the SPD (booklet) must be filed with the Department of Labor within 120 Days after the Plan becomes subject to ERISA’s reporting and disclosure requirements and you must give each participant a copy of the SPD within the above 120-day period or within 90 days after the participant begins to get benefits.

Therefore, it is important that your Plan Document be reviewed and signed in a timely manner to assure that booklets can be prepared, printed, filed and distributed to Participants to assure compliance with ERISA’s requirements.

*Employee welfare benefit plans must file annual reports with the IRS on IRS/DOL/PBGC Forms 5500 or 5500-C/R. Form 5500 applies to Plans that cover 100 or more participants at the beginning of a Plan Year. Form 5500-C/R is a somewhat abbreviated filing and applies to Plans that cover fewer than 100 participants at the beginning of the Plan Year.

The 5500 form must be filed by the last day of the seventh month following the end of the Plan Year. An extension of up to 2.5 months may be granted for the filing of such forms.

NOTE: The Secretary of Labor may assess a civil penalty against a Plan Administrator for failure or refusal to file an annual report.

If you have any questions or concerns about these accounting requirements, talk to your broker/consultant, claims (contract) administrator, or accounting professional.

ADOPTION OF THE PLAN DOCUMENT

Adoption

Plan Sponsor hereby adopts this Plan Document as the written description of its employee welfare benefit plan (the “Plan”). This Plan Document replaces any prior statement of the health care coverages of the Plan and is effective on the date shown below.

Purpose of the Plan

The purpose of the Plan is to provide certain benefits for eligible Participants of the Participating Employer and their eligible Dependents. The benefits provided by the Plan include:

Medical Care Coverage (Hospital, Physician services, etc.)

Dental Care Coverage

Prescription Coverage

Intent to Comply with ERISA

It is intended that the Plan Document will serve to describe the nature, funding and benefits of the Plan. It is also intended that the Plan will conform to the requirements found in the Employee Retirement Income Security Act of 1974 (ERISA), as amended from time to time, as that act applies to employee welfare benefit plans. If any portion of the Plan does now, or in the future, conflict with ERISA or Federal regulations, such regulations will govern.

Conformity with Law

If any provision of this Plan is contrary to any law to which it is subject, such provision is hereby amended to conform to the minimum requirements of such law.

Participating Employers

The Employer participating in this Plan is as stated in the section entitled General Plan Information.

The Plan Sponsor may act for and on behalf of all matters pertaining to the Plan, and every act, agreement, or notice by the Plan Sponsor will be binding on the Employer.

Acceptance of the Plan Document

IN WITNESS WHEREOF, the Plan Sponsor has caused this instrument (pages 1-63 inclusive) to be executed, effective as of September 1, 2002.

Londen Insurance Group, Inc.

By:______

Title:______

TABLE OF CONTENTS

Page

INTRODUCTION OF THE PLAN DOCUMENT 1

MEDICAL BENEFITS

Utilization Management Program 2

Plan Maximums 4

Medical Provisions 5

Schedule of Benefits 7

Eligible Medical Expenses10

Limitations and Exclusions 16

Special Restrictions for Pre-Existing Conditions20

DENTAL BENEFITS

Schedule of Benefits21

Pre-Treatment Estimate22

Eligible Dental Expenses23

Limitations and Exclusions25

PRESCRIPTION DRUG BENEFITS

Covered Drugs27

Limitations and Exclusions27

General Health Care Coverage Exclusions 28

Coordination of Benefits (COB)30

Subrogation33

Eligibility and Effective Dates34

Termination of Coverage40

Extension(s) of Coverage41

Claims Procedures for Health Care Coverage(s)42

DEFINITIONS44

GENERAL PLAN INFORMATION50

PRIVACY ACT56

CONTINUATION OF COVERAGE OPTION (COBRA)58

STATEMENT OF RIGHTS 61

SUMMARY PLAN INFORMATION62

TO ALL PARTICIPANTS

We are all aware of the financial disaster to a family which often occurs as a result of a serious or prolonged illness or accident. The medical benefits outlined in this Summary Plan Description (SPD) provide protection for you and your family against such a disaster.