SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
COTTON STATES LIFE INSURANCE COMPANY
(Name of Issuer)
COMMON STOCK, PAR VALUE $1 PER SHARE
(Title of Class of Securities)
221774103
(CUSIP Number)
COUNTRY LIFE INSURANCE COMPANY
1701 N. Towanda Avenue
Bloomington, Illinois 60701
Attn: Paul M. Harmon
(309) 557-2210
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
Copies to: Todd R. Eskelsen, Esquire
Sonnenschein Nath & Rosenthal LLP
1301 K Street, N.W.
Suite 600, East Tower
Washington, D.C. 20005
(202) 408-6424
October 29, 2003
(Date of Event That Requires Filing of This Statement)
If the filing person has previously filed a Statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 240.13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information that would alter disclosures
provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP NO.: 22177402 2 OF 10
1. NAME OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
COUNTRY Life Insurance Company(R)
I.R.S. Identification No.: ____________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(See Instructions) (b) [X]
3. SEC USE ONLY
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4. SOURCE OF FUNDS (See Instructions)
WC
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER OF 7. SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY
EACH 8. SHARED VOTING POWER
REPORTING
PERSON 2,102,385
WITH
9. SOLE DISPOSITIVE POWER
-0-
10. SHARED DISPOSITIVE POWER
2,102,385
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,102,385
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.2%
14. TYPE OF REPORTING PERSON (See Instructions)
CO
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ITEM 1. SECURITY AND ISSUES
This statement on Schedule 13D (this "Statement") relates to the Common
Stock, Par Value $1 Per Share (the "Common Stock"), of Cotton States Life
Insurance Company, a Georgia corporation (the "Issuer" or the "Company"), the
principal executive offices of which are located at 244 Perimeter Center
Parkway, N.E., Atlanta, Georgia 30346.
ITEM 2. IDENTITY AND BACKGROUND
(a) This statement is being filed on behalf of COUNTRY Life Insurance
Company(R), an Illinois stock insurance company ("COUNTRY Life") which
is a wholly-owned subsidiary of Illinois Agricultural Holding Co.
COUNTRY Life is herein sometimes called the "Reporting Person." Set
forth on Schedule I, annexed to this Statement and incorporated herein
by reference, is the name, business address and present principal
occupation or employment, and the name and address of any corporation
or other organization in which such occupation or employment is
conducted, of each of the directors and executive officers of the
Reporting Person as of the date hereof. COUNTRY Life is a subsidiary of
Illinois Agricultural Holding Co., an Illinois business corporation
("IAHC"), which is in turn a subsidiary of Illinois Agricultural
Association, an Illinois not-for-profit corporation ("IAA"). IAHC owns
99.99% of the voting securities of COUNTRY Life. IAA owns 98.4% of the
voting securities of IAHC. IAA is a not-for-profit corporation with no
outstanding voting securities.
(b) The business address of the Reporting Person is 1701 N. Towanda Ave.,
Bloomington, Illinois 60701.
(c) The Reporting Person is engaged primarily in the business of selling
life insurance, accident and health products, and annuities.
(d) Neither the Reporting Person nor, to the Reporting Person's knowledge,
any individual listed on Schedule I is required to disclose legal
proceedings pursuant to Item 2(d) of Schedule 13D.
(e) Neither the Reporting Person nor, to the Reporting Person's knowledge,
any individual listed on Schedule I is required to disclose legal
proceedings pursuant to Item 2(e) of Schedule 13D.
(f) To the Reporting Person's knowledge, each of the individuals identified
on Schedule I is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS
Under the terms of the Stockholder Agreement between COUNTRY Life and
Shield Insurance Company ("Shield") dated October 29, 2003 (the "Stockholder
Agreement"), COUNTRY Life has the right, under certain circumstances, to
purchase from Shield up to 2,102,385 shares of the Issuer's Common Stock held by
Shield (the "Shares") for an aggregate exercise price of $42.6 million (or
$20.25 per share). In the event COUNTRY Life exercises its right to acquire the
Shares under the terms of the Stockholder Agreement, it intends to obtain the
funds necessary, directly or indirectly, from internal cash and short term
investment assets.
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ITEM 4. PURPOSE OF TRANSACTION
On October 29, 2003, certain companies of COUNTRY(R) Insurance &
Financial Services ("COUNTRY") on the one hand, and Shield, Issuer and other
companies of the Cotton States Insurance Group ("Cotton States") on the other
hand, entered into a letter agreement (the "Letter Agreement"), which outlines
the terms of a proposed transaction (the "Transaction"). The Transaction
includes, among other things, the acquisition by COUNTRY Life or an affiliate of
all outstanding capital stock of the Issuer, including the stock owned by
Shield, a wholly-owned subsidiary of Cotton States Mutual Insurance Company
("Cotton States Mutual"). The Letter Agreement provides, however, that the
Letter Agreement does not constitute a binding agreement for the purchase of the
Issuer and certain of its affiliates but shall represent the intention of the
parties to proceed to consummate the Transaction. Simultaneously with the
execution of the Letter Agreement, COUNTRY Life and Shield entered into the
Stockholder Agreement, the terms of which grant COUNTRY Life an option and a
proxy (more fully described below) with respect to the Shares.
LETTER AGREEMENT.
Under the terms of the Letter Agreement, Cotton States Mutual, the
Issuer and each of their affiliates agreed that immediately upon execution and
delivery of the Letter Agreement they would terminate all negotiations and other
discussions with third parties regarding an affiliation, acquisition, business
combination or purchase of all or any portion of the stock or assets of Cotton
States Mutual, the Issuer or any of their affiliates, whether by stock purchase,
merger, asset acquisition or otherwise (an "Acquisition"). Additionally, Cotton
States Mutual, the Issuer and each of their affiliates agreed that for a period
beginning on the date of acceptance of the Letter Agreement until the earlier of
(i) January 31, 2004, or (ii) the date on which COUNTRY provides notice in
writing of its intention to terminate the Letter Agreement (the "Exclusivity
Period"), neither Cotton States Mutual, the Issuer nor any of their affiliates,
nor any officer, director, employee, agent or representative (including their
financial or other advisors), would, directly or indirectly:
(i) solicit, encourage or initiate inquiries, offers or proposals
from, or participate in any discussions or negotiations with,
any person or entity concerning any Acquisition; or
(ii) except as required by law, disclose any information not
customarily disclosed to any person or entity concerning the
business and properties of Cotton States Mutual, the Issuer or
any of their affiliates, or afford to any person or entity
access to the properties, books or records of Cotton States
Mutual, the Issuer or any of their affiliates or otherwise
assist or encourage any person or entity in connection with
the foregoing.
Notwithstanding the foregoing, the terms of the Letter Agreement will
not prohibit Cotton States and its Board of Directors from taking any action to
comply with its fiduciary duties imposed by applicable law, including, without
limitation, the termination of the Letter Agreement; provided, however, in the
event of such termination, COUNTRY will be entitled to receive the break-up fee
described below and shall be entitled to exercise its rights pursuant to the
Stockholder Agreement (as described below) for the period set forth in the
Letter Agreement.
The Letter Agreement provides that, if, during the Exclusivity Period,
Cotton States Mutual, the Issuer or any of their affiliates receives any offer
with respect to an Acquisition, Cotton States Mutual shall immediately provide a
copy of such offer to COUNTRY and shall keep COUNTRY informed of all steps
Cotton States Mutual, the Issuer or any of their affiliates are taking in
response to such Acquisition proposal. Under the terms of the Letter Agreement,
Cotton States also agreed that if: (i) the board of directors of either Cotton
States Mutual or the Issuer fails to approve the Transaction within seven days
of
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completion of the definitive Transaction agreements; (ii) the board of directors
of either Cotton States Mutual or the Issuer withdraws or modifies its approval
of the Letter Agreement or the Transaction; (iii) during the Exclusivity Period,
Cotton States fails to comply with the exclusivity provisions of the Letter
Agreement; or (iv) during the Exclusivity Period and for a period of 365 days
thereafter either (x) an Acquisition of Cotton States is consummated by a third
party other than COUNTRY or (y) Cotton States enters into an Acquisition
agreement with a party other than COUNTRY, then Cotton States Mutual and the
Issuer, jointly and severally, would, simultaneously with such event, pay to
COUNTRY (by wire transfer of immediately available funds) $6.5 million. However,
if during the Exclusivity Period (i) COUNTRY requires the Issuer to execute a
new letter agreement or definitive agreement that reduces the price per share of
the Issuer's stock below $20.25, and (ii) the Board of Directors of Cotton
States recommends to its shareholders that the shareholders accept, tender into,
or vote in favor of an unsolicited proposal from a third party to purchase all
of the shares of the Issuer stock at a price per share that is higher than the
price then being proposed by COUNTRY, then such action, after appropriate
negotiation and due diligence with such third party, would not constitute a
breach of the exclusivity provisions of the Letter Agreement, and COUNTRY would
not be entitled to receive the amount set forth in the Letter Agreement and
would not be entitled to exercise its rights pursuant to the Stockholder
Agreement (described below).
The terms of the Letter Agreement also provided that, contemporaneously
with accepting the Letter Agreement, Cotton States Mutual would cause Shield to
execute and deliver to COUNTRY a stockholder agreement pertaining to the Shares
in the form provided.
While the terms of the Letter Agreement are generally non-binding,
those terms with respect to the Exclusivity Period, Stockholder Agreement and
payment of amounts upon certain conditions described above are binding.
The foregoing descriptions are qualified in their entirety by reference
to the text of the Letter Agreement, a copy of which is filed as an exhibit to
this Schedule 13D.
STOCKHOLDER AGREEMENT.
Option. Under the terms of the Stockholder Agreement, Shield has
granted to COUNTRY Life an irrevocable option (the "Option") to purchase the
Shares then held by Shield at a price of US$20.25 per share, payable in cash.
Subject to the terms of the Stockholder Agreement, the Option is exercisable at
any time after the occurrence of any Acquisition Proposal (as defined below) or
an event entitling COUNTRY to the break-up fee set forth in the Letter
Agreement. The Option expires on the earliest of: (i) the date that is 365 days
after the expiration of the Exclusivity Period; (ii) the date that is thirty
(30) days after the later of the date that all approvals to the Transaction
required under applicable insurance regulatory laws have been obtained or a
final non-appealable determination or order has been made that such approvals
will not be granted; all waiting periods under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 (the "HSR Act") required for the purchase of the Shares
upon such exercise shall have expired or been terminated or a final
non-appealable determination or order has been made that such approval will not
be granted; and all other conditions to closing have been satisfied; and (iii)
the date a final non-appealable order of a federal or state court in effect
preventing the exercise of the Option or consummation of the Transaction or any
law or order enacted, promulgated or issued or deemed applicable to the Option
or the Transaction by any governmental entity that would make exercise of the
Option or consummation of the Transaction illegal. Under the terms of the
Stockholder Agreement, the term "Acquisition Proposal" means any proposal or
offer made by any person or group other than COUNTRY or COUNTRY Life (in each
case, whether or not in writing and whether or not delivered to the stockholders
of the Issuer generally) relating to: (i) any direct or indirect acquisition or
purchase which is structured to permit such person or group to acquire
beneficial ownership of at least 10% of the assets of the Issuer or any of its
subsidiaries or of over 10% of any class of equity securities of the Issuer
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or any of its subsidiaries; (ii) any tender offer or exchange offer that, if
consummated, would result in any person, other than COUNTRY, COUNTRY Life, their
affiliates or any group of which any of them is a member beneficially owning 10%
or more of any class of equity securities of the Issuer or any of its
subsidiaries; or (iii) any merger, consolidation, business combination, sale of
substantially all the assets, recapitalization, liquidation, dissolution or
similar transaction involving the Issuer or any of its subsidiaries.
Voting of Shares. Under the Stockholder Agreement, Shield has agreed
that, during the term of the Option, Shield shall, at any meeting of the
stockholders of the Issuer, however called, or in connection with any written
consent of the stockholders of the Issuer, vote (or cause to be voted) all
Shares then held of record or beneficially owned by Stockholder, (i) in favor of
the Transaction, the execution and delivery by the Issuer of the agreements
related to the Transaction and the approval of the terms thereof and each of the
other actions contemplated by such agreements and the Stockholder Agreement and
any actions required in furtherance thereof; and (ii) against any proposal
relating to an Acquisition Proposal or any action or agreement that would
impede, frustrate, prevent or nullify the Stockholder Agreement or result in a
breach in any respect of any covenant, representation or warranty or any other
obligation or agreement of the Issuer under the Letter Agreement or the
definitive agreements with respect to the Transaction; provided, however, that
Shield shall continue to have the right to vote in its sole discretion at an
annual meeting on all matters not involving or related to the Transaction or an
Acquisition Proposal. Under the Stockholder Agreement, Shield also, subject to
any regulatory approval, if any, required to be obtained from a governmental
agency under insurance regulatory laws, irrevocably granted to and appointed
COUNTRY Life and any of its designees (and each of them individually) Shield's
proxy and attorney-in-fact (with full power of substitution) for and in the
name, place and stead of Shield, to vote the Shares beneficially owned by
Shield, or to grant a consent or approval in respect of such Shares, in the
manner specified above. Such proxy is coupled with an interest and is therefore
irrevocable.
Covenants. Under the terms of the Stockholder Agreement, Shield also
has agreed that it will not:
(a) offer to transfer (which term shall include, without
limitation, any sale, tender, gift, pledge, assignment or
other disposition), transfer, or consent to any transfer of,
any or all of the Shares beneficially owned by Shield or any
interest therein,
(b) enter into any contract, option or other agreement or
understanding with respect to any transfer of any or all of
such Shares or any interest therein,
(c) grant any proxy, power-of-attorney or other authorization or
consent in or with respect to such Shares,
(d) deposit such Shares into a voting trust or enter into a voting
agreement or arrangement with respect to such Shares, or
(e) take any other action that would make any representation or
warranty of Shield contained in the Stockholder Agreement
untrue or incorrect or in any way restrict, limit or interfere
with the performance of its obligations under the Stockholder
Agreement or the transactions contemplated thereby.
Additionally, under the terms of the Stockholder Agreement, Shield has
agreed that it will not, directly or indirectly:
(a) solicit, encourage or initiate inquiries, offers or proposals
from, or participate in any discussions or negotiations with,
any person or entity concerning any Acquisition; or
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(b) except as required by law, disclose any information not
customarily disclosed to any person or entity concerning the
business and properties of any of the companies in Cotton
States or any of their affiliates, or afford to any person or
entity access to the properties, books or records of any of
the companies in Cotton States or any of their affiliates or
otherwise assist or encourage any person or entity in
connection with the foregoing.
The foregoing descriptions are qualified in their entirety by reference
to the text of the Stockholder Agreement, a copy of which is filed as an exhibit
to this Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As a result of entering into the Stockholder Agreement,
COUNTRY Life may be deemed to beneficially own 2,102,385
shares of the Issuer's Common Stock or 33.2% of the
outstanding shares of the Issuer's Common Stock (based on the
number of outstanding shares of the Issuer's Common Stock as
of June 30, 2003 as reported in the Issuer's Quarterly Report
on Form 10-Q for the quarter ended June 30, 2003).
(b) As a result of entering into the Stockholder Agreement,
COUNTRY Life may be deemed to possess sole power or shared
power to vote (or direct the vote of) 2,102,385 shares of the
Issuer's Common Stock.
(c) Except as set forth herein, none of COUNTRY Life or any of its
executive officers or directors, beneficially own any shares
of the Issuer's outstanding stock or has engaged in any
transaction in such securities during the sixty-day period
immediately preceding the date hereof.
(d) Not applicable.
(e) Not applicable.
ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
See Item 4.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
See Exhibit Index appearing elsewhere herein, which is incorporated
herein by reference.
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SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certifies that the information set forth in this
statement is true, complete, and correct.
Date: November 10, 2003
COUNTRY LIFE INSURANCE COMPANY
By: /s/ Charles L. Jones
---------------------------------------
Charles L. Jones, Senior Vice President
and CFO
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SCHEDULE I
Directors and Executive Officers
The names, addresses and principal occupations of the directors and
executive officers of COUNTRY Life Insurance Company are as follows:
---------------------------------------- ----------------------------------- -----------------------------------------
NAME POSITION WITH CLIC ADDRESS
---------------------------------------- ----------------------------------- -----------------------------------------
Ronald R. Warfield President & Director (1)(2) (3)
---------------------------------------- ----------------------------------- -----------------------------------------
Phillip T. Nelson Vice President & Director (1)(2) (3)
---------------------------------------- ----------------------------------- -----------------------------------------
John D. Blackburn Chief Executive Officer (3)
---------------------------------------- ----------------------------------- -----------------------------------------
Barbara A. Baurer Executive Vice President and Chief (3)
Operating Officer
---------------------------------------- ----------------------------------- -----------------------------------------
Charles L. Jones Senior Vice President and Chief (3)
Financial Officer
---------------------------------------- ----------------------------------- -----------------------------------------
Deanna L. Frautschi Senior Vice President (3)
Communications & Human Resources
---------------------------------------- ----------------------------------- -----------------------------------------
Doyle J. Williams Senior Vice President Marketing (3)
---------------------------------------- ----------------------------------- -----------------------------------------
Paul M. Harmon General Counsel & Secretary (1) (3)
---------------------------------------- ----------------------------------- -----------------------------------------
Shelly S. Prehoda Vice President Information (3)
Technology
---------------------------------------- ----------------------------------- -----------------------------------------
Alan T. Reiss Vice President Information Systems (3)
---------------------------------------- ----------------------------------- -----------------------------------------
Kevin A. Marti Vice President Life/Health (3)
Operations
---------------------------------------- ----------------------------------- -----------------------------------------
Joseph E. Painter Vice President Customer Service (3)
Operations
---------------------------------------- ----------------------------------- -----------------------------------------
Paul V. Bishop Regional Vice President Agency (3)
Illinois
---------------------------------------- ----------------------------------- -----------------------------------------
Richard J. Beninati Regional Vice President Agency (3)
Northwest
---------------------------------------- ----------------------------------- -----------------------------------------
Anthony R. Edgcomb Regional Vice President Agency (3)
Mid America
---------------------------------------- ----------------------------------- -----------------------------------------
Stephen R. Ricklefs Vice President Agency MSI (3)
---------------------------------------- ----------------------------------- -----------------------------------------
William J. Handfland Vice President Finance & (3)
Treasurer (1)
---------------------------------------- ----------------------------------- -----------------------------------------
Peter J. Borowski Vice President and Corporate (3)
Controller
---------------------------------------- ----------------------------------- -----------------------------------------
Joseph E. Morrow Chief Health/Pension Actuary (3)
---------------------------------------- ----------------------------------- -----------------------------------------
R. Dale Hall Chief Life/Annuity Actuary, (3)
Appointed Actuary, & Illustration
Actuary
---------------------------------------- ----------------------------------- -----------------------------------------
Michael Kenyon Director (1)(2) 1250 E. Main Street
South Elgin, IL 60177-1712
---------------------------------------- ----------------------------------- -----------------------------------------
Robert L. Phelps Director (1)(2) 13781 Eunice Lane
Rockton, IL 61072
---------------------------------------- ----------------------------------- -----------------------------------------
James R. Holstine Director (1)(2) 16018 56th Street W
Milan, IL 61264-5109
---------------------------------------- ----------------------------------- -----------------------------------------
James D. Schielein Director (1)(2) 1381 Dutch Road
Dixon, IL 61021-9332
---------------------------------------- ----------------------------------- -----------------------------------------
James P. Schillinger Director (1)(2) 1827 W. Sunshine Circle
Plainfield, IL 60544
---------------------------------------- ----------------------------------- -----------------------------------------
William H. Olthoff Director (1)(2) 4503-A E. 3000 N. Road
Bourbonnais, IL 60914-4035
---------------------------------------- ----------------------------------- -----------------------------------------
Gerald D. Thompson Director (1)(2) 31784 E. 1400 North Road
Colfax, IL 61728-9802
---------------------------------------- ----------------------------------- -----------------------------------------
Randal K. Schleich Director (1)(2) 34441 N. IL 97
Fairview, IL 61432
---------------------------------------- ----------------------------------- -----------------------------------------
Randall L. Sims Director (1)(2) 980 E. 1700th Street
Liberty, IL 62347
---------------------------------------- ----------------------------------- -----------------------------------------
Andrew L. Goleman Director (1)(2) 1248 E. Divernon Road
Divernon, IL 62530
---------------------------------------- ----------------------------------- -----------------------------------------
Paul E. Shuman Director (1)(2) RR 2 - Box 52
Sullivan, IL 61951
---------------------------------------- ----------------------------------- -----------------------------------------
David A. Downs Director (1)(2) 402 Sycamore Lane
Allerton, IL 61810
---------------------------------------- ----------------------------------- -----------------------------------------
Richard Ochs Director (1)(2) 329 N. 1800th Street
West Liberty, IL 62475
---------------------------------------- ----------------------------------- -----------------------------------------
Dale W. Wachtel Director (1)(2) 7775 E. 1600th Avenue
Shumway, IL 62461
---------------------------------------- ----------------------------------- -----------------------------------------
---------------------------------------- ----------------------------------- -----------------------------------------
NAME POSITION WITH CLIC ADDRESS
---------------------------------------- ----------------------------------- -----------------------------------------
Henry J. Kallal Director (1) 20398 Lax Cemetery Road
Jerseyville, IL 62502
---------------------------------------- ----------------------------------- -----------------------------------------
Glenn R. Meyer Director (1) 4370 Rock Castle Road
Steeleville, IL 62288
---------------------------------------- ----------------------------------- -----------------------------------------
Charles W. Williams Director (1) 1233 County Road 100 E
Enfield, IL 62835
---------------------------------------- ----------------------------------- -----------------------------------------
Robert E. Thurston Director (1) 4370 Chapel Hill Road
Pulaski, IL 62976
---------------------------------------- ----------------------------------- -----------------------------------------
(1) The same position or positions as listed are also held by this director
and/or executive officer with respect to Illinois Agricultural Holding
Company and Illinois Agricultural Association.
(2) The principal occupation of all of the directors is farming.
(3) The business address of all of the executive officers listed above is 1701
North Towanda Avenue, Bloomington, Illinois 61702.
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EXHIBIT INDEX
Exhibit No. Description
----------- ------------------------------------------------------------------
99.1 Stockholder Agreement dated as of October 29, 2003, by and between
COUNTRY Life Insurance Company and Shield Insurance Company.
99.2 Letter Agreement dated October 29, 2003, by and between certain
companies of COUNTRY Insurance & Financial Services and Cotton
States Mutual Insurance Company, Shield Insurance Company, Cotton
States Life Insurance Company and their affiliates.