GLENGARRY MUTUAL INSURANCE COMPANY

By-law 2006-2

A By-law relating to the reduction in the number of directors of the Corporation.

            NOW THEREFORE BE IT ENACTED, and it is hereby enacted as follows:

The Board of Directors of the Corporation shall be composed as follows:

(a)        at the date of Amalgamation, twelve (12) directors;

  and

(b)               at the first annual meeting after Amalgamation, the Board shall reduce the number of directors to nine (9); two (2) directors shall resign and, unless otherwise agreed by a majority of the directors, those directors resigning shall be drawn by lot, one (1) from those directors scheduled to retire one (1) year after the annual meeting and one (1) from those directors scheduled to retire two (2) years after the annual meeting, and these resignations shall be in addition to the four (4) directors required to retire at the Annual Meeting by reason of sections 167 and 168 of the Corporations Act;

and

(c)               at least three (3) directors shall reside in the Counties of Prescott or Russell, at least three (3) directors shall reside in the County of Glengarry and at least one (1) director shall reside in the County of Stormont.

Dated, passed and sealed this 25^th day of July, 2005, effective January 1, 2006 upon the issuance of Letters Patent of Amalgamation of the Corporation.

GLENGARRY FARMERS’ MUTUAL    PRESCOTT MUTUAL

FIRE INSURANCE COMPANY       INSURANCE COMPANY

_________________________        _________________________

         JEAN DEWAR                             MICHEL LALONDE

            President                                        President

_________________________        _________________________

         BRIAN FISHER                           SERGE GAUTHIER

            Secretary                                        Secretary

May 18, 2005