Exhibit 10.8


 


CROP HAIL INSURANCE


 


FULL SERVICE AGENCY AGREEMENT


 


by and between


 


AMERICAN FARM BUREAU INSURANCE SERVICES,
INC.


 


and


 


NODAK MUTUAL INSURANCE COMPANY, AMERICAN
WEST INSURANCE COMPANY and BATTLE CREEK MUTUAL INSURANCE COMPANY


 


CROP YEAR 2016


 




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THIS CROP HAIL INSURANCE FULL SERVICE AGREEMENT (AGREEMENT)
is made and entered into by and between NODAK MUTUAL INSURANCE COMPANY, AMERICAN WEST INSURANCE COMPANY, and BATTLE CREEK
MUTUAL INSURANCE COMPANY, 1101 First Avenue North, Fargo, North Dakota, 58102 (collectively referred to as COMPANY) and
AMERICAN FARM BUREAU INSURANCE SERVICES, INC., 1501 E. Woodfield Road, Suite 300W, Schaumburg, IL 60173-5422 (AFBIS).


 


PREAMBLE


 


This AGREEMENT, for the processing and servicing of certain crop
insurance policies issued by COMPANY, as more fully described in Article III – Business Covered below, (POLICY
or POLICIES) is solely between AFBIS and COMPANY and shall not be assigned to any third party without the prior written mutual
consent of the parties hereto and none of the terms of this AGREEMENT shall be construed to inure directly or indirectly to the
benefit of any third party or persons not signatory hereto, nor to convey upon any such third party or non-signing persons any
right of action hereunder.


 


THEREFORE, in consideration of the mutual terms and covenants as
hereinafter expressly set forth, COMPANY and AFBIS agree as follows:


 


ARTICLE
I - EFFECTIVE DATE AND TERM


 


		A.	This AGREEMENT shall apply to all POLICIES described in Article III that become effective between January 1, 2016 and
December 31, 2016. This AGREEMENT shall continue in full force and effect until terminated pursuant to Article XII –
Termination



 


		B.	This AGREEMENT supersedes any previous version or edition of this AGREEMENT.



 


ARTICLE
II - APPOINTMENT


 


		A.	COMPANY hereby appoints AFBIS as its service agent and AFBIS hereby accepts such appointment and authority, and agrees to carry
out its resulting duties to the best of its ability, knowledge, skill and judgment.



 


		B.	The performance of obligations by both parties under this AGREEMENT shall be in accordance with a fiduciary standard of good
faith and fair dealing.



 


		C.	AFBIS agrees to indemnify and hold harmless COMPANY, its officers, directors, agents and employees from and against any and
all claims, demands, obligations, causes of action and lawsuits and all damages, liabilities, fines, judgments, costs (including
settlement costs), and expenses associated therewith, including the payment of reasonable attorney fees and disbursements (other
than expenses addressed in Article XI) arising out of the failure of AFBIS, its employees, independent contractors, or agents,
to comply with the terms and conditions of this AGREEMENT. The obligations to indemnify contained in this paragraph will survive
the expiration or termination of this AGREEMENT.



 




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		D.	COMPANY agrees to indemnify and hold harmless AFBIS, its officers, directors, agents and employees from and against any and
all claims, demands, obligations, causes of action and lawsuits and all damages, liabilities, fines, judgments, costs (including
settlement costs), and expenses associated therewith (including the payment of reasonable attorney fees and disbursements), arising
out of: (1) the failure of COMPANY, its employees, independent contractors, or agents, to comply with the terms and conditions
of this AGREEMENT; (2) the intentional and negligent acts or omissions of COMPANY, its employees, agents, or independent contractors,
including but not limited to, any claims of bad faith based in whole or in part, upon the conduct or omissions of COMPANY, its
employees, agents, or independent contractors; and (3) the services performed or actions taken by COMPANY, its employees,
independent contractors, or agents, in connection with this AGREEMENT, including any activity incidental thereto. The obligations
to indemnify contained in this paragraph will survive the expiration or termination of this AGREEMENT.



 


		E.	COMPANY agrees that AFBIS shall have the right and authority to service and administer all POLICIES and POLICY information
arising from the Business Covered by this AGREEMENT.



 


ARTICLE
III - BUSINESS COVERED


 


		A.	This AGREEMENT applies to POLICIES that provide crop hail and any related coverages in any state listed on Exhibit A where
COMPANY writes such policies. This AGREEMENT, however, shall not apply to multiple peril crop insurance coverages that are written
and reinsured within the Federal Crop Insurance Program.



 


		B.	The POLICIES described in this Article III must be sold by Farm Bureau or Affiliated Company agents pursuant to an agent services
agreement described in the PREAMBLE to this AGREEMENT. Such POLICIES will be issued by COMPANY and become effective within the
term set forth in Article I herein.



 


ARTICLE
IV - AFBIS OBLIGATIONS


 


AFBIS agrees to perform the following services for POLICIES sold
by COMPANY’s agents in the states identified in the attached List of Participating States (Exhibit A):


 


		A.	Underwrite, issue and deliver directly to insureds and agents an electronic or mailed copy of each POLICY and any corresponding
documents;



 


		B.	Maintain all claims and underwriting records on an electronic system to which COMPANY will have access;



 


		C.	Resolve errors with appropriate state insurance departments and National Crop Insurance Services Inc. (NCIS);



 


		D.	Create all necessary reporting documents and make any necessary statistical reports to appropriate state insurance departments
and NCIS;



 




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		E.	Make all necessary filings, at the request of COMPANY, or provide all necessary data to COMPANY, in a form acceptable to the
appropriate state insurance departments.



 


		F.	Bill each insured directly for payment of the premium due for each POLICY. Such billing dates and procedures will be provided
to COMPANY in accordance with POLICY conditions. Premiums not paid within 30 days of their due date will carry a 1.25% (or
maximum rate allowed by law) monthly interest charge. All unpaid policyholder premiums will be deducted from any loss payment payable
to the policyholder.



 


		G.	Perform all account functions and furnish COMPANY with copies of the account sheets monthly. AFBIS will also make available
various reports and pertinent information to COMPANY upon request or as directed in writing by COMPANY.



 


		H.	Hold all funds collected for the account of COMPANY in a fiduciary capacity in a bank that is a member of the Federal Reserve
System. This account shall be used for payments on behalf of COMPANY, including but not limited to payments for allocated loss
adjustment expenses. COMPANY will fund this account for anticipated allocated loss adjustment expenses with a deposit of 15% of
the estimated total projected allocated loss adjustment expenses for the crop year. AFBIS will prepare the report and submit it
to COMPANY for review and payment. COMPANY will then fund the account within thirty (30) days. Thereafter, AFBIS shall submit to
COMPANY each month an assessment of additional deposit or refund needed to maintain the estimated 15% deposit position for allocated
loss adjustment expenses. Within 30 days of the date of the end of the crop year, AFBIS shall prepare and submit to COMPANY
a final settlement statement, calculating any additional deposit or refund due to settle all payment obligations for the crop year.



 


		I.	Maintain separate records of business serviced by AFBIS. COMPANY shall have access and the right to copy all accounts and records
related to its business in a form usable by COMPANY.



 


		J.	Exercise full claim settlement authority. All reported claims will be adjusted using industry prescribed procedures. Claims
shall be handled on a timely basis and in a professional manner. Loss payments shall be made directly to COMPANY insured policyholders
within the limitations specified in the POLICY.



 


		K.	Allow COMPANY to terminate for cause any settlement authority granted AFBIS upon COMPANY’S written notice to AFBIS or
upon the termination of this AGREEMENT. COMPANY may suspend the settlement authority during the pendency of any dispute regarding
the cause for termination.



 


		L.	Maintain all claim files as the joint property of COMPANY and AFBIS. However, upon an order of liquidation of COMPANY, such
files shall become the sole property of COMPANY or its estate and AFBIS shall have reasonable access to and the right to copy the
files on a timely basis.



 




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		M.	Provide, as often as it deems necessary, education sessions for COMPANY’ s agents to keep COMPANY’S agents fully
informed and updated on writing POLICIES as the program currently exists and as it changes from time to time.



 


		N.	Provide COMPANY’S agents with the current POLICY and underwriting procedures on at least an annual basis.



 


		O.	Comply with all laws and regulations pertaining to POLICIES.



 


ARTICLE
V - COMPANY OBLIGATIONS


 


		A.	COMPANY agrees to perform the following activities:



 


		1.	Support AFBIS in collecting premiums from policyholders on or before the premium due date(s).



 


		2.	Have agents obtain premium security agreements as may be required by AFBIS to assist AFBIS in collection of such premium.



 


		3.	Transfer to AFBIS in a timely manner any premium checks inadvertently received by COMPANY. All premium checks on POLICIES will
be made payable to AFBIS.



 


		4.	Accept liability if premium is not paid by the policyholder(s).



 


		5.	Require agents to maintain an agent errors and omission policy which covers POLICIES written by COMPANY.



 


		6.	Management support of AFBIS in our efforts to provide education to COMPANY’s writing agents on the proper methods of
writing crop insurance.



 


		7.	Compensate its own agents for the sale of POLICIES.



 


		8.	Comply with all laws and regulations pertaining to the marketing and sale of POLICIES.



 


		9.	Retain responsibility for underwriting gain and loss of the subject business.



 


		10.	Perform any and all other necessary activities required to support the business which is subject to this AGREEMENT.



 


		B.	COMPANY understands, acknowledges and agrees that all proprietary rights, title and interest to the forms and documentation
that AFBIS provides under this AGREEMENT vests in AFBIS. COMPANY may not use, copy or distribute same without AFBIS’ prior
written permission.



 


		C.	In addition, COMPANY understands, acknowledges and agrees that the services provided by AFBIS under this AGREEMENT shall be
for the sole use of COMPANY and any of their wholly owned and controlled subsidiaries. COMPANY is prohibited from using or permitting
the use of AFBIS’ services and systems by any other persons or entities.



 




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ARTICLE
VI - AFBIS LIMITATIONS


 


AFBIS shall not:


 


		A.	Sell or attempt to sell through COMPANY’S agents, or in any manner contact such agents regarding any insurance policy
not issued by COMPANY except as provided herein or as expressly agreed in writing.



 


		B.	Bind reinsurance or retrocessions on behalf of COMPANY.



 


		C.	Commit COMPANY to participate in insurance or reinsurance syndicates.



 


		D.	Collect any payment from a reinsurer or commit COMPANY to any claim settlement with a reinsurer; without prior approval of
COMPANY. Following such collection, a report will be promptly forwarded to COMPANY.



 


ARTICLE
VII - SERVICE FEES


 


COMPANY agrees to pay AFBIS a commission according to the attached
Service Fee Schedule (Exhibit B), which is attached hereto and incorporated herein by reference. Service fees may be changed
annually, by written agreement of the parties. If no changes are made, the service fee terms will continue according to the most
recent Service Fee Schedule.


 


ARTICLE
VIII - WARRANTIES


 


COMPANY makes the following warranties with respect to the performance
of its obligations under this AGREEMENT:


 


		A.	COMPANY is a duly authorized and licensed insurance company in each state listed in Exhibit A where COMPANY writes POLICIES.



 


		B.	COMPANY’S agents are duly authorized and licensed to produce POLICIES in all territories where such POLICIES are written
by COMPANY.



 


ARTICLE
IX - TAXES


 


COMPANY will be responsible to pay any premium taxes on POLICIES
that are subject to this AGREEMENT.


 


ARTICLE
X - CURRENCY


 


Wherever the word “dollars” or the “$” symbol
is used in this AGREEMENT, it shall mean dollars of the United States of America.


 




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ARTICLE
XI - ALLOCATION OF LEGAL DEFENSE EXPENSES


 


		A.	Subject to the provisions of Article II (D), which indemnity provisions supersede and govern all allocations of claim
liability and legal defense expenses, including each subparagraph of this Article, this Article XI governs the allocation
and payment of legal defense expenses (including litigation related expenses) incurred in the resolution of a claim filed by an
insured against COMPANY, which in any way arises out of the processing or servicing of crop insurance policies issued by COMPANY
or AFBIS (a claim) only in the event COMPANY notifies AFBIS within fifteen (15) business days of receiving notice of a claim.



 


		B.	AFBIS shall pay all legal defense expenses as they are incurred, and Company and AFBIS shall allocate the expenses pursuant
to this Article XI when the claim is closed, including the conclusion of all litigation related to the claim. Company shall
remit payment of the agreed allocation within thirty (30) days thereafter, unless the arbitration provisions of Article XIII
have been invoked by either party.



 


		C.	In the event such a claim is litigated in a court of law, arbitration, or other judicial or quasi judicial proceeding
(legal proceeding) and all interested parties are named in the legal proceeding, all legal defense expenses incurred by COMPANY
shall be allocated between the COMPANY or AFBIS in the same ratio that liability or negligence is allocated in the legal proceeding
to the interested parties, their agents or employees.



 


		D.	In no such event shall COMPANY or AFBIS be liable for legal defense expenses in excess of its allocated proportion of liability
or negligence as established by the legal proceeding.



 


		E.	In the event COMPANY or AFBIS are named in the legal proceeding but no allocation of liability or negligence is established
in the legal proceeding, all such incurred legal defense expenses shall be shared equally between the interested parties.



 


		F.	In the event the claim is not litigated or the legal proceeding does not include all interested parties, the interested parties,
through their duly appointed representatives, shall participate in a meeting at a mutually agreeable time and place or by teleconference
to determine a fair, reasonable and mutually acceptable allocation of the legal defense expenses based on available evidence of
each of their relative degrees of liability, if any (i.e., from 0% to 100%) (Allocation Agreement). The interested parties shall
use their best efforts to reach an Allocation Agreement.



 


		G.	In the event COMPANY proceeds independently to settlement of a claim without first consulting with the other interested parties
as to the allocation of legal defense expenses, then all such legal defense expenses incurred shall be paid in full by COMPANY.



 


ARTICLE
XII - TERMINATION


 


		A.	Either party may terminate this AGREEMENT for any reason, or for no reason at all. The termination shall be effective December 31
of any year by giving the other party prior written notice of intent to terminate. Such notice shall be delivered, by certified
mail, at least ninety (90) days prior to the effective date of such termination.



 




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		B.	Notwithstanding the foregoing paragraph, COMPANY may terminate this AGREEMENT at any time for cause upon ten (10) days advance
written notice to AFBIS, Inc.



 


		C.	In the event of an anticipated change in the COMPANY ownership, management or control of the conduct of the business of COMPANY
by merger, sale or other change in controlling interest, COMPANY shall immediately notify AFBIS in writing of the expected effective
date. Within thirty (30) days after receipt of such notice, AFBIS may terminate this AGREEMENT in its entirety by sending notice
in writing to COMPANY, stating the effective time and date (not less than five (5) days after the date this notice was mailed)
of such termination. If COMPANY fails to give notice of such anticipated change, AFBIS may nonetheless terminate in like manner
within thirty (30) days after acquiring knowledge of same.



 


		D.	This AGREEMENT shall terminate automatically and simultaneously upon the happening of any of the following events:



 


		1.	Entry of an order of liquidation, rehabilitation, receivership or conservatorship with respect to the COMPANY or AFBIS by any
court or regulatory authority;



 


		2.	Assignment of this AGREEMENT by either party.



 


		E.	Upon termination of this AGREEMENT, for whatever cause, AFBIS shall transfer to COMPANY all of COMPANY’S records in AFBIS’
possession unless otherwise agreed in writing by COMPANY. Records, as used in this paragraph, include both electronic and paper
documentation.



 


ARTICLE
XIII - ARBITRATION


 


		A.	As a condition precedent to any right of action hereunder, any dispute arising out of this AGREEMENT shall be submitted to
the decision of a board of arbitration composed of two arbitrators and one umpire, meeting in Schaumburg, Illinois unless otherwise
agreed.



 


		B.	The members of the board of arbitration shall be active or retired disinterested officials of insurance companies or agencies.
Each party shall appoint its own arbitrator and the two arbitrators shall choose the umpire before instituting the hearing. If
the respondent fails to appoint its arbitrator within four (4) weeks after being requested to do so by the claimant, the latter
shall also appoint the second arbitrator. If the two arbitrators fail to agree upon the appointment of the umpire within four (4)
weeks after their nominations, each of them shall name three (3), of whom the other shall decline two (2) and the decision shall
be made by drawing lots. It is the intent of the parties to this AGREEMENT where the arbitrators have failed to agree, that the
selection of umpire be confined to this determination by chance.



 




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		C.	The claimant shall submit its initial brief within twenty (20) days after appointment of the umpire. The respondent shall submit
its brief within twenty (20) days after receipt of the claimant’s brief and the claimant may submit a reply brief within
ten (10) days after receipt of the respondent’s brief.



 


		D.	The board shall make its decision with regard to the custom and usage of the insurance business. The board shall issue its
decision in writing based upon a hearing in which evidence may be introduced without following strict rules of evidence, but in
which cross examination and rebuttal shall be allowed. The board shall make its decision within sixty (60) days following the termination
of the hearings unless the parties consent to an extension. The majority decision of the board shall be final and binding upon
all parties to the proceeding. Judgment may be entered upon the award of the board in any court having jurisdiction thereof.



 


		E.	Each party shall bear the expense of its own arbitrator and shall jointly and equally bear with the other party the expense
of the umpire. The remaining costs of the arbitration proceeding shall be allocated by the board.



 


ARTICLE
XIV - MISCELLANEOUS


 


		A.	This AGREEMENT constitutes the final and entire AGREEMENT between the parties with respect to the subject matter addressed
herein. This AGREEMENT shall not be contradicted or supplemented by any previous or contemporaneous agreement or statement of representation.
This AGREEMENT may be amended only in writing signed by all parties hereto.



 


		B.	AFBIS shall maintain in force, throughout the term of this AGREEMENT, a Business Errors and Omissions Policy. At COMPANY’s
request, AFBIS will provide to COMPANY a copy of the most recent Declaration Page of AFBIS’ Errors and Omissions Policy.



 


		C.	This AGREEMENT shall be interpreted according to the laws of the State of North Dakota, regardless of the choice of law/conflict
of law provisions thereunder.



 


		D.	This AGREEMENT is solely between AFBIS and COMPANY and shall not be assigned to any third party without prior written mutual
consent of the parties hereto, except that COMPANY may assign this AGREEMENT to any of COMPANY’s affiliates without the written
consent of AFBIS.



 




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		E.	Confidential information which pertains to customers of COMPANY and its affiliated companies obtained pursuant to this AGREEMENT
will be held in strict confidence and used only as necessary to provide services under this AGREEMENT. Access to customer information
will be limited to those persons who need such information to provide services under this AGREEMENT, pursuant to reasonable business
practices adopted to limit access and unauthorized disclosure of same, and under the terms of this provision, or where otherwise
require by law. AFBIS shall indemnify COMPANY and its affiliated entities, and it and their respective directors, officers, employees
and all other persons and entities acting on behalf of or under control of any of them against, and hold it (and them) harmless
from losses that may be sustained by it (or them) by reason of any breach of this provision by AFBIS or its partners, officers,
employees or representatives, or by any other person or entity acting on behalf of or under control of AFBIS. For purposes of this
provision, losses shall include but not be limited to costs, claims, damages, legal fees, liabilities, penalties, and expenses.
Within thirty (30) days of the termination of this AGREEMENT, AFBIS shall return and/or destroy all confidential customer information
in its possession, at COMPANY’s request. The parties agree in good faith that any disclosure of information hereunder from
AFBIS qualifies as one or more of the general exceptions of both notice and an opportunity for opt-out under the Gramm-Leach-Bliley
Act (Act). Furthermore, the parties agree that any information disclosed by AFBIS hereunder shall only be used by AFBIS for the
sole purpose for which it was disclosed by AFBIS under this AGREEMENT.



 


		F.	Notwithstanding any other provision in this AGREEMENT, to the extent this AGREEMENT requires the disclosure of any “non-public
personal information” as defined under the Act from COMPANY and/or its agents to AFBIS, AFBIS represents, warrants and agrees
that AFBIS and its agents and/or representatives shall not disclose or use this non-public information other than to carry out
the purposes for which COMPANY and/or its agents disclosed the information to AFBIS.



 


		G.	In the event any provision of this AGREEMENT is determined to be invalid by a court of competent jurisdiction, such determination
shall in no way affect the validity of enforceability of any other provision herein.



 


		H.	This AGREEMENT may be executed in counterparts, each of which shall be deemed an original agreement, but all of which together
shall constitute one and the same agreement.



 


		I.	Each of the parties hereto shall conduct the work to be performed hereunder as an independent contractor and not as an agent
or employee of the other party. Subject to the terms and conditions of this AGREEMENT, each party shall choose the means to be
employed and the manner of carrying out its obligations hereunder. Each party shall have the sole responsibility for the supervision
and payment of its personnel and, except as agreed to in writing, all other costs and expenses required to perform its obligations
hereunder. This AGREEMENT does not create a partnership, joint venture, or fiduciary relationship.



 


		J.	No party to this AGREEMENT shall furnish copies of this AGREEMENT or disclose the provision hereof to any person which is not
party to this AGREEMENT, except and to the extent as may be required in order to comply with any law or governmental order, court
rule for discover, regulation or ruling. Article XIV, paragraph E, shall survive and shall continue in full force and effect
following the termination of this AGREEMENT.



 


		K.	The waiver by either party or a breach or violation of any provision of this AGREEMENT shall not operate or be construed as
a waiver of any subsequent breach of such provision.



 




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IN WITNESS WHEREOF the parties hereto have caused this CROP
HAIL INSURANCE FULL SERVICE AGREEMENT to be executed in duplicate at the places and on the dates listed below, to become effective
as provided in Article I – Effective Date and Term.


 


AMERICAN FARM BUREAU INSURANCE SERVICES, INC.


Accepted as to form and content by its duly authorized representative


 


	/s/ Tim A. Green	 
	Name:  Tim A. Green	 


 


Title: Vice President & General Manager


 


Executed at Fargo, North Dakota, this 29 day of January 2016.


 


NODAK MUTUAL INSURANCE COMPANY/AMERICAN WEST INSURANCE COMPANY/BATTLE
CREEK MUTUAL INSURANCE COMPANY


Accepted as to form and content by its duly authorized representative


 


	/s/ Brian R. Doom	 
	Name:  Brian R. Doom	 


 


Title: Secretary Treasurer & CFO


 


Executed at Fargo, North Dakota, this 6th day of February 2016.


 




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EXHIBIT A


 


TO


 


CROP HAIL INSURANCE FULL SERVICE AGREEMENT


 


by and between


 


AMERICAN FARM BUREAU INSURANCE SERVICES,
INC.


 


And


 


NODAK MUTUAL INSURANCE COMPANY, AMERICAN
WEST INSURANCE COMPANY and BATTLE CREEK MUTUAL INSURANCE COMPANY


 


CROP YEAR 2016


 


LIST OF PARTICIPATING STATES


 


MINNESOTA


 


NEBRASKA


 


NORTH DAKOTA


 


SOUTH DAKOTA


 




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EXHIBIT B


 


TO


 


CROP HAIL INSURANCE FULL SERVICE AGREEMENT


 


by and between


 


AMERICAN FARM BUREAU INSURANCE SERVICES,
INC.


 


and


 


NODAK MUTUAL INSURANCE COMPANY, AMERICAN
WEST INSURANCE COMPANY and BATTLE CREEK MUTUAL INSURANCE COMPANY


 


CROP YEAR 2016


 


SERVICE FEE SCHEDULE


 


For POLICIES issued in the states identified in Exhibit A, Company
shall pay to AFBIS service fees in the amounts and manner described below:


 


		1.	a.          Eight percent (8.0%) of adjusted processed premium,
to a maximum $325,000.



 


		b.	One and sixty-two hundredths percent (1.62%) for Allocated Loss Adjustment Expense on adjusted processed premium adjusted to
actual upon final settlement.



 


		2.	Interest charged to COMPANY’s policyholders for late payment of premium will be paid to COMPANY. No service fees will
apply to such interest.



 




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