<PAGE>

                                 SEPARATION AGREEMENT


    THIS SEPARATION AGREEMENT is made and entered into the 23rd day of
September, 1996, by and between Crop Growers Corporation, a Delaware corporation
(the "Company"), and John J. Hemmingson (the "Executive"), 

                                 W I T N E S S E T H:

    WHEREAS, the Executive previously served as an executive, officer and
director of the Company and was employed by the Company under an Employment
Agreement dated June 22, 1994, as amended March 29, 1996 (the "Employment
Agreement"), and an Amendment To Employment Agreement Providing For A Leave of
Absence dated on or about May 9, 1996 (the "Leave of Absence Agreement"); and

    WHEREAS, the parties have negotiated a mutual consent separation and
termination of the Employment Agreement and Leave of Absence Agreement; and

    WHEREAS, the parties desire to reduce to writing their agreement with
respect to the separation of the Executive from the affairs of the Company and
the termination of the Employment Agreement and the Leave of Absence Agreement; 

    NOW, THEREFORE, FOR AND IN CONSIDERATION of the mutual covenants and
agreements contained herein, the receipt and sufficiency of which is hereby duly
acknowledged, the Executive


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and the Company covenant and agree as follows:

    1.0  IRREVOCABLE PROXY.  Concurrently with the execution of this Separation
         Agreement, the Executive will sign the Agreement Granting Irrevocable
         Proxy as well as the Irrevocable Proxy which are attached hereto as
         Exhibit "A" (the "Proxy Agreement") and Exhibit "B" (the "Irrevocable
         Proxy") and will deliver the signed Proxy Agreement and Irrevocable
         Proxy to the Great Falls, Montana, office of Dorsey & Whitney, to be
         held in escrow by that law firm until receipt of necessary approvals
         under the applicable insurance laws of the States of Kansas and North
         Dakota.  Once approved by the Insurance Commissioners of those states,
         the Irrevocable Proxy and Proxy Agreement will be delivered to an
         institutional Proxy Holder (the "Proxy Holder") for execution and
         delivery and shall thereafter be effective.  With respect to the Proxy
         Agreement and the Irrevocable Proxy, the parties specifically agree
         that:

         a.   All shares (the "Shares") of capital stock of the Company,
              including common stock, owned beneficially or of record by the
              Executive, including any shares or other voting securities


                                         -2-

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              that may be acquired by the Executive in the future, shall be
              subject to the Proxy Agreement and the Irrevocable Proxy as set
              forth therein, and the Executive shall not have any voting rights
              with respect to the Shares prior to the termination of the
              Irrevocable Proxy.

         b.   During the term of this Separation Agreement, the Executive may
              not sell, gift, pledge, encumber or otherwise transfer the Shares
              to a spouse, child or to any other person who is an affiliate of
              the Executive or in circumstances where the Executive retains any
              beneficial ownership of the Shares transferred.  However, if
              concurrently with such transfer, the transferee agrees in writing
              that the Shares being transferred remain subject to this
              Separation Agreement, the Proxy Agreement and the Irrevocable
              Proxy, then the Executive may make such transfer.  Nothing in
              this Separation Agreement, the Proxy Agreement or the Irrevocable
              Proxy, however, shall limit the right of the Executive to sell,
              gift, pledge, encumber or otherwise transfer all or part of the
              Shares to


                                         -3-

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              persons who are not affiliates of the Executive and with respect
              to which the Executive retains no beneficial ownership, and any
              Shares sold, gifted or otherwise transferred after the date
              hereof to persons other than affiliates and with respect to which
              the Executive retains no beneficial ownership, are expressly
              excluded from the scope and application of this Separation
              Agreement.  The Company acknowledges that stock sales made by the
              Executive pursuant to Rule 144 or Rule 144(f) promulgated under
              the Securities Act of 1933, as amended, may be made without
              violation of the transfer restrictions of this Section 1.0.b.
              Certificate evidencing the Shares will have the following legend
              affixed to them:  

              "The shares represented by this
              certificate may not be transferred
              without compliance with the transfer
              restrictions contained in the Separation
              Agreement dated September 23, 1996,
              between the Corporation and John
              Hemmingson.


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<PAGE>

              Copies of such agreement may be
              obtained upon written request to
              the Secretary of the Corporation."

    Upon receipt from the Executive and his brokerage firm of all documentation
    and information reasonably required by the Company, the Company will
    promptly cause its transfer agent to remove the above legend from all
    shares sold by the Executive pursuant to Rule 144 and Rule 144(f).  For the
    purposes of this Separation Agreement, the Proxy Agreement and the
    Irrevocable Proxy, the term "beneficial ownership" shall have the meaning
    set forth in Rule 13d-3(a) under the Securities and Exchange Act of 1934.  

         c.   The costs and expenses of the Proxy Holder under the Proxy
              Agreement shall be paid by the Company, up to $25,000 per twelve
              (12) month period, in accordance with a fee arrangement to be
              entered between the Proxy Holder and the Company.  The Executive
              and Gary Black shall each pay his proportionate share of any
              remaining costs, and expenses of the Proxy Holder.

    2.0  EMPLOYMENT AGREEMENT AND LEAVE OF ABSENCE AGREEMENT.

         The Employment Agreement and the Leave of Absence

                                         -5-

<PAGE>

         Agreement are hereby terminated, effective as of the close of business
         on June 30, 1996.

         2.1  In conjunction with the termination of the  Employment Agreement
              and the Leave of Absence Agreement, the Executive will be
              entitled to receive all compensation, benefits and reimbursements
              of business expenses (in accordance with the Company's policy) to
              which he was entitled under these Agreements through June 30,
              1996, except as otherwise provided by Section 7.0 hereof. 
              Thereafter, the Executive will not be entitled to any
              compensation, benefits and/or reimbursements except as noted in
              Section 2.2 and 3 of this Separation Agreement.  All such
              expenses (which do not include any expenses under the
              indemnification agreement described in section 3.0) shall have
              been submitted to the Company.

         2.2  The Executive shall be entitled to all post employment benefit
              relationships required by law to be made available to the
              terminated employees under the Employee Retirement Income
              Security Act of 1974 (e.g., the Executive has certain rights


                                         -6-

<PAGE>

              with respect to amounts in the Company's 401(k) plan and health
              benefit rights under COBRA) and under Section 6 (Stock Options)
              hereof, but shall not be entitled to any other benefits under the
              Employment Agreement and Leave of Absence Agreement.

         2.3  The Executive covenants and agrees that for a period commencing
              on June 30, 1996, and continuing for a period of six (6) months
              thereafter, the Executive will not:

              a.   Solicit any customers who were customers of the Company
                   within the twelve (12) months immediately preceding June 30,
                   1996, for the benefit of any company or business described
                   in sub-part b., below; or

              b.   Own any part of a competitor; [i.e., a business enterprise
                   which competes with the Company in offering the same
                   products or services which in the Company's fiscal year
                   ended prior to the date of this Separation Agreement
                   generated ten percent (10%) or more of the Company's total
                   revenues as reflected


                                         -7-

<PAGE>

                   in the Company's most recent annual audited financial
                   statements], or work on a full time, part time or consulting
                   basis for any corporation, partnership, sole proprietorship
                   or any other legal entity which is a competitor
                   (irrespective of the actual location of the competitor)
                   within the continental United States.  Excepted from this
                   restriction is ownership of a public company as to which the
                   Executive owns five percent (5%) or less of the outstanding
                   common stock of such company. 

         2.4  The Executive acknowledges and accepts that the Company has
              terminated its business relationship and ceased all business
              dealings with the Executive, either directly or indirectly, as an
              employee, director, officer, voting shareholder or consultant
              with the Company and acknowledges that the Company has so
              certified to the United States Department of Agriculture, Federal
              Crop Insurance Corporation ("FCIC").  As such, and except as
              stated otherwise in this Separation Agreement, the


                                         -8-

<PAGE>

              Executive understands and agrees that he will not have access to
              the offices of or property owned or leased by the Company (for
              the purposes of this Section 2.0 of the Separation Agreement,
              "Company" shall refer to Crop Growers Corporation or any of the
              entities affiliated with Crop Growers Corporation) or use of or
              access to any of the Company's employees, facilities, properties,
              chattels, services and/or other assets.  Further, the Executive
              agrees that he will not have contact with any employee or
              director of the Company for any purpose related to the business
              of the Company.  The foregoing, however, is not intended to
              prohibit limited contact or communications between the Executive
              and the Company (a) initiated by the Company, (b) relating to
              personal affairs of the Executive, including without limitation
              inquiries relating to health insurance, 401(k), stock option
              matters or matters relating to this Separation Agreement or (c)
              relating to the access described below in this Section.  This
              Section 2.4 shall terminate and be of no further


                                         -9-

<PAGE>

              force or effect upon the expiration or termination of any period
              of suspension or debarment imposed by the FCIC pursuant to 7
              C.F.R. Section 3017.320(a)(i).

                   Notwithstanding the above restrictions, the Executive and
              his counsel shall have reasonable access to the Company's
              employees and to records (including the right to copy the same),
              for the purpose of preparing or presenting the Executive's
              position, defense or response in connection with any criminal,
              civil or administrative matters involving the Executive.  The
              following procedures shall apply with respect to that access:  

              a.   The Executive and his counsel shall use reasonable efforts
                   to access information and employees through counsel to the
                   Company;

              b.   Reasonable prior notice to review Company books and records
                   and to interview Company employees shall be submitted to the
                   Company's CEO, or his designee;

              c.   Company books, records or files may not be removed from the
                   Company's offices without the written consent of the Company
                   or


                                         -10-

<PAGE>

                   pursuant to a subpoena obtained by the Executive. 

         2.5  The Executive shall continue to be subject to all obligations
              with respect to confidentiality existing prior to June 30, 1996.

    3.0  INDEMNIFICATION AGREEMENT.  The Indemnification Agreement dated June
         22, 1994, between the Company and the Executive remains in full force
         and effect and the Company will continue to advance expenses to the
         Executive in accordance with the terms of the Indemnification
         Agreement.  The Executive or his counsel will submit requests for such
         advances to the Chief Financial Officer of the Company as soon as
         reasonably practical after expenses are incurred.

    4.0  DISPOSAL OF SHARES.  The Executive will prepare a plan to dispose of
         such number of shares of the capital stock of the Company owned by the
         Executive as is necessary to reduce the Executive's ownership of all
         of the capital stock of the Company to less than ten percent (10%) of
         all outstanding shares of the capital stock of the Company, on a fully
         diluted basis, during the 24 month period ending on June 30, 1998. 
         For


                                         -11-

<PAGE>

         purposes of this Separation Agreement, the term "fully diluted basis"
         means all outstanding shares together with all shares issuable upon
         the conversion of all securities convertible (at that time) into the
         voting securities of the Company and the exercise of all vested and
         currently exercisable (at that time) outstanding warrants, options or
         other rights to purchase shares of voting securities of the Company.

         4.1  The Company will purchase 76,000 shares of the common stock of
              the Company from the Executive at a price of $9.71667 per share,
              without the deduction of any costs or commissions.  The closing
              of this purchase will occur upon execution and delivery of this
              Separation Agreement.  The purchase price will be paid to the
              Executive by certified check at the closing.

         4.2  If and to the extent requested by the Executive, the Company will
              purchase up to 8,000 shares of the common stock of the Company
              from the Executive on the last business day of each month (the
              "Monthly Closing Date") during the four month period from
              September 1, 1996, through December


                                         -12-

<PAGE>

              31, 1996.  The purchase price for any shares sold by the
              Executive to the Company under this provision will be the average
              of the closing bid and ask prices for the Company's common stock
              during the thirty (30) calendar day period preceding the
              applicable Monthly Closing Date.  The full amount of the purchase
              price will be paid by the Company by certified check on the
              applicable Monthly Closing Date upon delivery by the Executive of
              certificates representing the Shares being purchased.  Notice by
              the Executive to sell shares shall be given at least one (1)
              business day prior to the Monthly Closing Date.  The Company
              reserves the right to postpone the purchase of such shares if the
              Company reasonably believes, based upon advice of counsel, that
              purchase at such time would create significant securities
              concerns or issues (such as under Rules 10b-5 of 10b-6) for it,
              provided that this postponement shall not relieve the Company
              from its obligation to purchase shares for which purchase was
              postponed under this sentence.  Any


                                         -13-

<PAGE>

              such postponed purchase shall be concluded promptly after any
              such securities concerns or issues are reasonably resolved based
              on advice of counsel, and the purchase price shall remain the
              same as if that purchase had closed on the applicable Monthly
              Closing Date.

         4.3  During the 18 month period from January 1, 1997, through June 30,
              1998, the Executive will sell or otherwise dispose of a
              sufficient number of shares of the capital stock of the Company
              so that, at the expiration of this 18 month period, the number of
              shares of the capital stock of the Company beneficially owned by
              the Executive will be less than ten percent (10%) of the then
              outstanding shares of the capital stock of the Company, on a
              fully diluted basis.  During each 6 month period during this 18
              month period, without the written consent of the Company, the
              Executive will not dispose of more than approximately one-third
              of the aggregate number of shares which the Executive must
              dispose of during this 18 month period required to be disposed of
              by this Section 4.3.


                                         -14-

<PAGE>

         4.4  The Executive warrants and represents that on the date of each
              closing, he will have good and marketable title to all such
              shares of Company stock which the Company purchases from him
              under this Section 4 and that those shares upon delivery to the
              Company will be free of all liens, encumbrances, claims or other
              transfer restrictions.

    5.0  TERMINATION DATE.  Sections 1.0 (excluding only 1.0(c)) 4.0 and 4.3 of
         this Separation Agreement shall terminate and the Executive will have
         no further obligations under those sections, effective as of the
         earliest to occur of:

         (i)  The acquittal of the Executive of the criminal charges brought
              against the Executive in the Indictments now pending against the
              Executive in the United States District Court for the District of
              Columbia, being number 96-0181  on the docket of said court and
              in the United States District Court for the Eastern District of
              Louisiana, being number 96-198 on the docket of said court (the
              "Indictments");


                                         -15-

<PAGE>

         (ii) The withdrawal or dismissal of those criminal charges referenced
              in the Indictments (without any plea arrangement or plea bargain
              entered into by the Executive); or

        (iii) The expiration or termination of any period of suspension or
              debarment imposed by the FCIC pursuant to 7 C.F.R.  Section
              3017.320(a)(i); or 

         (iv) Death of the Executive.

         For purposes of this Separation Agreement, the earliest of the events
         described in the (i) through (iv) are referred to as the "Termination
         Date."  

    6.0  STOCK OPTIONS.  All options previously granted the Executive for the
         purchase of shares of common stock of the Company shall be amended,
         and are hereby amended, so as to remain in effect, and continue to
         vest with the passage of time, until the end of the original term of
         the applicable option agreement, even though the terms of such option
         agreement (or the plan under which the option is granted) may provide
         for an earlier termination of the option upon the Executive ceasing to
         be an employee of the Company.  The Company's committee of
         disinterested directors responsible for


                                         -16-

<PAGE>

         administering the Company's plan pursuant to which the Executive's
         stock options were granted has authorized the actions and amendments
         contemplated by this Section 6.0.

         6.1  The Executive acknowledges and understands that the provisions in
              this Section 6 will disqualify any applicable incentive stock
              options and make them non-incentive stock options.  The Executive
              agrees to pay whatever withholding taxes may be payable with
              respect to the exercise of any stock option and to give
              reasonable assurance thereof to the Company prior to the issuance
              of any option shares.

    7.0  MISCELLANEOUS OBLIGATIONS.  As part of this Separation Agreement, the
         Company will forgive any amounts owed by the Executive to the Company
         under the note dated May 1, 1996, in the principal amount of $21,000
         relating to the Company Ford Explorer automobile purchased by the
         Executive, and forgive any amounts owed by the Executive to the
         Company relating to Company furniture and equipment previously
         provided to the Executive and


                                         -17-

<PAGE>

         as set forth in Exhibit "C."  Further, with respect to the Mercedes
         automobile owned by the Executive, the Executive agrees that he is
         responsible for any and all payments relating to that vehicle and the
         Company agrees it has no right, title or interest in such vehicle. 
         Finally, Executive agrees that he will relinquish and forego all
         rights to any and all payments by the Company related to any and all
         accrued vacation or sick day time as of June 30, 1996.  

    8.0  AUTHORIZATION.  The Company warrants and represents that the
         execution, delivery and performance of this Separation Agreement has
         been duly authorized by its Board of Directors, or any applicable
         Committee(s) of the Board of Directors having responsibility for the
         particular subject matter, is legally enforceable against the Company
         in accordance with its terms and does not conflict with or contravene
         the Company's certificate of incorporation, by-laws or any agreement
         to which the Company is a party or by which the Company is bound.  The
         Executive warrants and represents that he has full right, power and
         authority to enter into this Separation Agreement.


                                         -18-

<PAGE>

     9.0 CONSTRUCTION.  Nothing in this Separation Agreement shall be construed
         or interpreted as evidence or acknowledgment by the Executive or the
         Company of any wrongdoing or any impropriety of any nature.  

    10.0 GOVERNING LAW.  This Separation Agreement shall be governed by the
         laws of the State of Delaware without giving effect to the conflict of
         laws provision thereof.

    11.0 COUNTERPARTS.  This Separation Agreement may be executed in one or
         more counterparts, including by facsimile transmission, each of which
         shall be considered to be an original for purposes of the signature of
         this Separation Agreement.

    12.0 REGULATORY APPROVAL.  The parties acknowledge that should the FCIC or
         another regulatory body with competent jurisdiction later require the
         Company or the Executive to take actions which would require the
         amendment of this Separation Agreement, the Company and the Executive
         shall meet in an attempt to satisfy such requirements.  

    13.0 COMPLETE AGREEMENT.  This Separation Agreement evidences the complete
         agreement by and between the


                                         -19-

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         Executive and the Company and no modification of this Separation
         Agreement save those made in writing and executed by both parties
         shall be binding.
                             
                                       EXECUTIVE


                                       --------------------------        
                                       JOHN J. HEMMINGSON                 
    


                                       CROP GROWERS CORPORATION


                                       By: 
                                            --------------------------------

                                       Its:
                                             -------------------------------


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