EXHIBIT 10.2
	 

	 
		
		  PRODUCER AGREEMENT
		

	 

	 
		This Agreement is effective the 1st day of
		May, 2005, by and between Employers Compensation Insurance Company (hereinafter
		called “Company”) and by Automatic Data Processing Insurance Agency,
		Inc. (hereinafter called “Producer” or “ADP”). It is agreed
		between the Company and the Producer that:
	 

	 
			
				
				  I.
				

			 	
				
				  PRODUCER’S
				  AUTHORITY
				

			 

 

	 
			
				
				  A.
				

			 	
				
				  Subject to any requirements imposed
				  upon the Producer and the Company by any governmental entity, the terms of this
				  Agreement, and the underwriting rules and regulations of the Company, the
				  Producer is authorized to:
				

			 

 

	 
			
				
				   
				

			 	
				
				  1.
				

			 	
				
				  Solicit, receive and transmit to the
				  Company applications for contracts of workers’ compensation insurance;
				  and
				

			 

 

	 
			
				
				   
				

			 	
				
				  2.
				

			 	
				
				  Collect and receive Producer Billed
				  premiums and, as full compensation, to retain such commission out of premiums
				  so collected as specified in addenda attached hereto and made a part hereof or
				  as declared in contracts of insurance. In connection therewith, the Producer
				  shall:
				

			 

 

	 
			
				
				   
				

			 	
				
				  a.
				

			 	
				
				  Hold all premiums and other monies
				  collected in a separate fiduciary account by line on behalf of the Company
				  until delivered to the Company, and the authority granted herein by the Company
				  to the Producer to retain commission shall not be construed as changing the
				  fiduciary relationship and duties of the Producer to the Company, all as more
				  fully detailed herein;
				

			 

 

	 
			
				
				   
				

			 	
				
				  b.
				

			 	
				
				  Account for and remit premiums to
				  the Company in accordance with the terms and provisions of the addendum,
				  entitled “Premium Accounting and Payment Terms,” which is attached
				  hereto and made a part hereof;
				

			 

 

	 
			
				
				   
				

			 	
				
				  c.
				

			 	
				
				  Return to the Company commissions
				  retained on return premiums (by reason of cancellation or otherwise) at the
				  same rate previously allowed the Producer upon the premiums charged, or, at the
				  Company’s discretion, the Producer shall add any retained commission to
				  the premiums which the Producer returns to any Insured so that the Insured may
				  receive the full gross unearned portion of any premiums which it has
				  paid.
				

			 

 

	 
			
				
				  B.
				

			 	
				
				  Subject to any requirements imposed
				  upon the Producer and the Company by any governmental entity, the terms of this
				  Agreement and the underwriting rules and regulations of the Company, it is not
				  the responsibility of the Producer to collect Direct Billed premiums. In the
				  event the producer does receive any Direct Billed premiums it is the
				  responsibility of the Producer to immediately forward said payments to the
				  Company without placing funds in Producer’s accounts or deducting any
				  commissions from any monies received on behalf of the Company.
				

			 

 

	 
		 
	 

	 
		* Confidential treatment has been requested
		with respect to certain portions of this exhibit. Such portions are marked with
		a “[*]” in place of the redacted language. Omitted portions are filed
		separately with the Securities and Exchange Commission. 
	 

	 
		 
	 



	 
	 

	 

	 
			
				
				  C.
				

			 	
				
				  Producer understands and agrees
				  that:
				

			 

 

	 
			
				
				   
				

			 	
				
				  1.
				

			 	
				
				  All Direct Billed monies received
				  should be immediately forwarded to the Company and all Producer Billed monies
				  collected for the Company are the property of the Company and shall be held in
				  a separate account, by line by the Producer, acting in a fiduciary
				  capacity.
				

			 

 

	 
			
				
				   
				

			 	
				
				  2.
				

			 	
				
				  Producer has no interest in the
				  monies collected except for the commission specified in this Agreement.
				

			 

 

	 
			
				
				   
				

			 	
				
				  3.
				

			 	
				
				  Producer shall not withhold, deduct,
				  or set-off from said monies any amounts resulting from any disputed
				  matters.
				

			 

 

	 
			
				
				   
				

			 	
				
				  4.
				

			 	
				
				  Producer shall not use any of said
				  monies for any personal or operating purpose.
				

			 

 

	 
			
				
				   
				

			 	
				
				  5.
				

			 	
				
				  Pay-by-Pay® Provisions Program
				  provision are provided in Addendum 1 to this Producer Agreement.
				

			 

 

	 
			
				
				   
				

			 	
				
				  6.
				

			 	
				
				  Producer acknowledges that in
				  connection with this Agreement the Producer will, or may, gain access to
				  non-public personal information relating to Company policyholders, customers,
				  consumers or claimants. Producer shall comply with all applicable federal and
				  state laws, rules, regulations and statutes pertaining to privacy currently in
				  force or as may be subsequently amended or adopted.
				

			 

 

	 
			
				
				  II.
				

			 	
				
				  POLICY CANCELLATION OR
				  NON-RENEWAL
				

			 

 

	 
			
				
				  A.
				

			 	
				
				  Subject to requirements imposed by
				  law or by the provisions of any contract of insurance, the Company reserves the
				  right to cancel any contract of insurance by direct notice to the Insured. The
				  Company further reserves the right to non-renew any contract of
				  insurance.
				

			 

 

	 
			
				
				  B.
				

			 	
				
				  The Producer shall not cancel any
				  contract of insurance issued by the Company without the specific permission of
				  the Company.
				

			 

 

	 
			
				
				  III.
				

			 	
				
				  INDEPENDENT CONTRACTOR

				

			 

 

	 
			
				
				  A.
				

			 	
				
				  The Producer is an independent
				  contractor and not an employee of the Company.
				

			 

 

	 
			
				
				  B.
				

			 	
				
				  The Producer shall be considered an
				  agent of the Company for the limited duties of delivering the policy to, and
				  collecting premium from, the Insured, the Producer’s client.
				

			 

 

	 
			
				
				  C.
				

			 	
				
				  The Producer may not bind the
				  Company to any insurance coverage unless the Producer is specifically
				  authorized to do so, in writing, by the Company.
				

			 

 

	 
		 
	 

	 
		2
	 

	 
		* Confidential treatment has been requested
		with respect to certain portions of this exhibit. Such portions are marked with
		a “[*]” in place of the redacted language. Omitted portions are filed
		separately with the Securities and Exchange Commission. 
	 

	 
		 
	 



	 
	 

	 

	 
			
				
				  IV.
				

			 	
				
				  INDEMNIFICATION
				

			 

 

	 
			
				
				  A.
				

			 	
				
				  The Company shall indemnify and hold
				  the Producer harmless against all civil liability, including reasonable
				  attorney’s fees and costs of investigation and defense incidental thereto,
				  arising as a direct result of:
				

			 

 

	 
			
				
				   
				

			 	
				
				  1.
				

			 	
				
				  Company error or omission in the
				  preparation, processing, handling, or billing of Company direct billed
				  business, or any other business placed by the Producer with the Company, except
				  to the extent that the Producer shall have caused or contributed to such
				  error;
				

			 

 

	 
			
				
				   
				

			 	
				
				  2.
				

			 	
				
				  Failure of an Insured to receive
				  notice of cancellation, or any other notice affecting coverage on Company
				  direct billed business, where such notices are sent directly to the Insured by
				  the Company, except to the extent that the Producer shall have caused or
				  contributed to such error;
				

			 

 

	 
			
				
				   
				

			 	
				
				  3.
				

			 	
				
				  Failure of the Company to comply
				  with the requirements of the Fair Credit Reporting Act, Federal Truth in
				  Lending Law, Fair Credit Billing Act, federal and state privacy laws, or
				  failure to comply with the requirements of any other law where the Producer is
				  using forms supplied by the Company, or following instructions or procedures
				  established by the Company, except to the extent that the Producer shall have
				  caused or contributed to such failure;
				

			 

 

	 
			
				
				   
				

			 	
				
				  4.
				

			 	
				
				  Damages sustained and caused by acts
				  or omissions of the Company in connection with the preparation of any reports
				  for the Producer’s clients or customers, except to the extent that the
				  Producer shall have caused or contributed to such acts or omissions; and

				

			 

 

	 
			
				
				   
				

			 	
				
				  5.
				

			 	
				
				  Any other action or inaction of the
				  Producer based upon the Producer’s use of forms supplied by the Company,
				  or following instructions or procedures established by the Company, except to
				  the extent that the Producer shall have caused or contributed to such
				  failure.
				

			 

 

	 
			
				
				  B.
				

			 	
				
				  As a condition precedent to the
				  Company’s obligation and/or liability set forth in Article IV, Section A
				  of this Agreement, the Producer shall notify the Company immediately upon the
				  receipt of notice of the commencement of any action relating to any such
				  liabilities therein set forth, and the Company shall solely, at its own
				  discretion, be entitled to participate in such action or to assume the defense
				  of any such action. Should the Company assume the defense of any such action,
				  it shall not be liable to the Producer for any legal or other expenses
				  subsequently incurred by the Producer in connection with such action, unless
				  the Company shall otherwise agree to such expenses in writing.
				

			 

 

	 
			
				
				  C.
				

			 	
				
				  During the term of this Agreement,
				  Producer agrees to maintain Errors and Omissions coverage.
				

			 

 

	 
		 
	 

	 
		3
	 

	 
		* Confidential treatment has been requested
		with respect to certain portions of this exhibit. Such portions are marked with
		a “[*]” in place of the redacted language. Omitted portions are filed
		separately with the Securities and Exchange Commission. 
	 

	 
		 
	 



	 
	 

	 

	 
			
				
				  V.
				

			 	
				
				  ACCESS TO RECORDS
				

			 

 

	 
		The Company shall have access during normal
		business hours to the Producer’s books and records for any purpose
		relating to any business placed with the Company by the Producer.
	 

	 
			
				
				  VI.
				

			 	
				
				  AMENDMENTS TO THIS
				  AGREEMENT
				

			 

 

	 
		This Agreement may be supplemented, amended,
		or revised only in writing by agreement of the Producer and the Company.

	 

	 
			
				
				  VII.
				

			 	
				
				  SUSPENSION
				

			 

 

	 
		If the Producer is delinquent, in either
		accounting for or payment of any sums due the Company, or has violated the
		authority granted in this Agreement, the Company may, by written notice to the
		Producer, suspend the Producer’s authority to bind any new or renewal
		business, if written binding authority was previously granted.
	 

	 
			
				
				  VIII.
				

			 	
				
				  TERMINATION
				

			 

 

	 
		Subject to any statutory provisions or any
		rule or regulation promulgated thereunder which may restrict the Company’s
		right to terminate this Agreement:
	 

	 
			
				
				  A.
				

			 	
				
				  This Agreement shall terminate
				  automatically without notice if the Producer’s authority to engage in an
				  insurance business is terminated or suspended by any public authority.
				

			 

 

	 
			
				
				  B.
				

			 	
				
				  This Agreement, if in effect for
				  less than one year, may be immediately terminated by either party giving five
				  (5) days prior written notice to the other. After this Agreement has been in
				  effect for at least one year or supersedes a previous Agreement between the
				  parties, this Agreement may be terminated by either party at any time by giving
				  at least one hundred twenty (120) days advance written notice to the other
				  party.
				

			 

 

	 
			
				
				  C.
				

			 	
				
				  This Agreement shall terminate
				  automatically on the effective date of a sale or transfer of the
				  Producer’s business or consolidation with a successor.
				

			 

 

	 
			
				
				  D.
				

			 	
				
				  This Agreement may be terminated
				  immediately by either party at any time by giving two (2) business days prior
				  written notice to the other party in the event of gross and willful misconduct,
				  or failure to comply with any provision of this Agreement by the other
				  party.
				

			 

 

	 
			
				
				  E.
				

			 	
				
				  If the Producer is a general
				  partnership, upon the death of a general partner, the Company may, in its
				  discretion, immediately terminate this Agreement by giving written notice to
				  the Producer. If the Producer is a sole proprietorship, this Agreement shall
				  terminate automatically upon the death of the Producer.
				

			 

 

	 
			
				
				  F.
				

			 	
				
				  Any binding authority under Section
				  III C of this Agreement may be terminated at any time by the Company by giving
				  ten (10) days prior written notice to the Producer.
				

			 

 

	 
		 
	 

	 
		4
	 

	 
		* Confidential treatment has been requested
		with respect to certain portions of this exhibit. Such portions are marked with
		a “[*]” in place of the redacted language. Omitted portions are filed
		separately with the Securities and Exchange Commission. 
	 

	 
		 
	 



	 
	 

	 

	 
			
				
				  G.
				

			 	
				
				  Failure to remit premiums in
				  accordance with this Agreement and any addenda may result in immediate
				  suspension or termination of this Agreement.
				

			 

 

	 
			
				
				  IX.
				

			 	
				
				  OWNERSHIP OF
				  EXPIRATIONS
				

			 

 

	 
			
				
				  A.
				

			 	
				
				  If the Producer is not in default of
				  any financial obligation due to the Company, the use and control of
				  expirations, including those on direct billed business, the records thereof and
				  the Producer’s work product, shall remain in the undisputed possession and
				  ownership of the Producer, and the Company shall not use its records of those
				  expirations in any marketing method for the sale, service or renewal of any
				  form of insurance coverage, or other product which shall abridge the
				  Producer’s rights of ownership, use and control, nor shall the Company
				  refer or communicate this expiration information or work product to any other
				  Producer.
				

			 

 

	 
			
				
				  B.
				

			 	
				
				  In the event of termination of this
				  Agreement, however, if the Producer has not then properly accounted for and
				  paid all premiums to the Company for which it is liable, the use and control of
				  such expirations including all rights, title and interest in and to the records
				  thereof shall be vested in the Company as of the date of such termination. In
				  the exercise of its right to collect any indebtedness due from the Producer
				  through use and control of such expirations, the Company shall use reasonable
				  business judgment in selling such expirations and shall be accountable to the
				  Producer for any sums received which, net of expenses, exceed the amount of
				  indebtedness. The Producer shall remain liable for the excess of the
				  indebtedness over the sums received by the Company. Any indebtedness due from
				  the Producer shall not prevent application of the ownership of expirations
				  clause in favor of the Producer if the Producer furnishes collateral or
				  security acceptable to the Company in the amount of such indebtedness to be
				  held by the Company until the indebtedness is satisfied.
				

			 

 

	 
			
				
				  C.
				

			 	
				
				  In the event of termination or
				  suspension, the rights, duties and obligations as set forth in the Agreement
				  shall continue as respects policies in force until those policies are canceled
				  or renewed elsewhere.
				

			 

 

	 
			
				
				  X.
				

			 	
				
				  GENERAL
				

			 

 

	 
			
				
				  A.
				

			 	
				
				  Unless specifically authorized by
				  the Company, the Producer shall not commit the Company as to liability in
				  connection with any claim or loss which may occur under any contract of
				  insurance. The Producer shall promptly report all claims and losses and turn
				  over all legal process involving coverages placed with the Company to the
				  nearest claims office of the Company.
				

			 

 

	 
			
				
				  B.
				

			 	
				
				  All forms and other supplies
				  furnished by the Company shall remain its property and to the extent not used
				  by the Producer in its business shall be returned upon demand.
				

			 

 

	 
			
				
				  C.
				

			 	
				
				  The Company shall not be responsible
				  for any Producer’s expenses whatsoever, unless specifically authorized by
				  the Company in writing.
				

			 

 

	 
		 
	 

	 
		5
	 

	 
		* Confidential treatment has been requested
		with respect to certain portions of this exhibit. Such portions are marked with
		a “[*]” in place of the redacted language. Omitted portions are filed
		separately with the Securities and Exchange Commission. 
	 

	 
		 
	 



	 
	 

	 

	 
			
				
				  D.
				

			 	
				
				  Failure of the Company for any
				  reason to insist upon compliance by the Producer with the provisions of this
				  Agreement, or the rules and regulations of the Company, shall not be construed
				  as or constitute a waiver thereof.
				

			 

 

	 
			
				
				  E.
				

			 	
				
				  This Agreement supersedes all
				  previous Producer, Broker, or Agency Agreements, whether written or oral,
				  between the Producer or its predecessors in interest and the Company.
				

			 

 

	 
			
				
				  F.
				

			 	
				
				  This Agreement shall not enure to
				  the benefit of any successor in interest of Producer nor may any interest in
				  this Agreement be assigned by Producer without the prior written consent of
				  Company, which consent shall not be unreasonably withheld.
				

			 

 

	 
		 
	 

	 
			
				
				  G.
				

			 	
				
				  Producer shall not broadcast,
				  publish or distribute any advertisements or other matters referring to Company,
				  or to Company’s contracts of insurance, not originated by Company, without
				  first securing Company’s approval in writing.
				

			 

 

	 
			
				
				  H.
				

			 	
				
				  In the event the Producer pays
				  premiums on behalf of the Insured, the Producer is deemed to have extended its
				  credit and not that of the Company and accepts full responsibility for the
				  collection and payments of such premiums.
				

			 

 

	 
		[Remainder of the page intentionally left
		blank]
	 

	 
	 

	 
		 
	 

	 
		6
	 

	 
		* Confidential treatment has been requested
		with respect to certain portions of this exhibit. Such portions are marked with
		a “[*]” in place of the redacted language. Omitted portions are filed
		separately with the Securities and Exchange Commission. 
	 

	 
		 
	 



	 
	 

	 

	 
			
				
				  I.
				

			 	
				
				  The rates of commission on all
				  workers’ compensation and employers’ liability insurance policies
				  shall be as determined on an individual risk basis as negotiated between
				  Company and Producer. This agreement is subject to any requirements imposed
				  upon the Producer and the Company by any governmental entity.
				

			 

 

	 
		AGREED AND ACCEPTED:
	 

	 
		Automatic Data Processing Insurance Agency,
		Inc.
	 

	 
		 
	 

	 
			
				
				  By: 
				

			 	
				
				  
 /s/ [Illegible]
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				

			 
	
				
				  
 Title:
				

			 	
				
				  President
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  
 Date:
				

			 	
				
				  May 9, 2005
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
		Employers Compensation Insurance
		Company
	 

	 
		 
	 

	 
			
				
				  By: 
				

			 	
				
				  
 /s/ Douglas D. Dirks
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				  Douglas D. Dirks
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  
 Title:
				

			 	
				
				  President & Chief Executive
				  Officer
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  
 Date:
				

			 	
				
				  4/29/05
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		 
	 

	 
		7
	 

	 
		* Confidential treatment has been requested
		with respect to certain portions of this exhibit. Such portions are marked with
		a “[*]” in place of the redacted language. Omitted portions are filed
		separately with the Securities and Exchange Commission. 
	 

	 
		 
	 



	 
	 

	 

	 
		ADDENDUM
	 

	 
		PREMIUM ACCOUNTING AND PAYMENT
		TERMS
	 

	 
		Addendum to and forming part of that certain
		Producer Agreement effective as of May 1, 2005, by and between Employers
		Compensation Insurance Company (hereinafter called “Company” ) and
		Automatic Data Processing Insurance Agency, Inc. (hereinafter called
		“Producer” ). It is further agreed between the Company and the
		Producer as follows:
	 

	 
			
				
				  I.
				

			 	
				
				  PRODUCER BILLED
				  POLICIES:
				

			 

 

	 
		The Producer and the Company shall comply
		with the following accounting procedures on business, other than Direct Billed
		business, placed by the Producer with the Company:
	 

	 
			
				
				  A.
				

			 	
				
				  Itemized billing statements shall be
				  prepared monthly by the Company.
				

			 

 

	 
			
				
				  B.
				

			 	
				
				  The balances showing on the
				  statement due the Company or due the Producer shall be payable no later than
				  forty-five (45) days from the end of the month in which the billing was made,
				  subject to the following exception:
				

			 

 

	 
		 
	 

	 
		Installment or automatic billings are due
		and payable forty-five (45) days from the end of the effective month.
	 

	 
			
				
				  C.
				

			 	
				
				  The Producer shall be responsible to
				  the Company for collection and payment of initial deposit premiums (both new
				  and renewal business) whether or not such deposit premiums are collected by the
				  Producer from the Insured.
				

			 

 

	 
			
				
				  D.
				

			 	
				
				  All premiums are due and payable to
				  the Company as specified in this Addendum, and the Company shall have the
				  right, after notification by Producer that it is unable to collect any
				  premiums, to undertake direct collection of delinquent premiums, and,
				  regardless of the method of payment used by the Insured, no commission shall
				  accrue to and the Producer shall not be entitled to any commission with respect
				  to such delinquent premium.
				

			 

 

	 
			
				
				  E.
				

			 	
				
				  Excepting initial deposit premiums,
				  if the Producer is unable to collect any premiums due and fails to request
				  direct collection by the Company of such premiums within the following
				  stipulated periods, the Producer shall be liable for and shall remit to the
				  Company the net premiums when such premiums become due. The Producer may,
				  however, be relieved of the responsibility for the payment of such premiums,
				  provided:
				

			 

 

	 
			
				
				   
				

			 	
				
				  1.
				

			 	
				
				  For premiums resulting from physical
				  or final audits or retrospective rating adjustments, the Producer has notified
				  the Company in writing within forty-five (45) days from the end of the month in
				  which the billing was made.
				

			 

 

	 
			
				
				   
				

			 	
				
				  2.
				

			 	
				
				  For premiums due on interim payroll
				  reports, the Producer has notified the Company in writing no later than
				  forty-five (45) days from the end of the month in which the billing was
				  made.
				

			 

 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
			
				
				   
				

			 	
				
				  3.
				

			 	
				
				  For deposit premium adjustments, the
				  Producer has notified the Company in writing within forty-five (45) days from
				  the end of the month in which the billing was made.
				

			 

 

	 
			
				
				   
				

			 	
				
				  4.
				

			 	
				
				  For installment or automatic
				  billings, the Producer has notified the Company in writing within forty-five
				  (45) days from the end of the effective month.
				

			 

 

	 
			
				
				   
				

			 	
				
				  5.
				

			 	
				
				  On any premium returned by the
				  Producer to the Company for direct collection, the Producer shall not be
				  entitled to any commission, regardless of the method of payment used by the
				  Insured.
				

			 

 

	 
			
				
				  F.
				

			 	
				
				  In the event that the Producer
				  initiates a cancellation of the Insured’s contract of insurance as of the
				  effective date of such contract of insurance (flat cancellation), the Producer
				  shall return the contract of insurance or lost policy release to the Company
				  within thirty (30) days of the effective date of such contract of insurance.
				  Should the Producer fail to return such contract of insurance or lost policy
				  receipt to the Company within the required time, the Producer shall be liable
				  for the premium for such contract of insurance up to the date the policy or
				  lost policy receipt is returned to the Company. Short-term policies issued for
				  a period of sixty (60) days or less must be returned to the Company prior to
				  the effective date to obtain flat cancellation; otherwise, the Producer assumes
				  full responsibility for payment of premiums earned. The above time limits,
				  however, may be waived, provided proof of alternate coverage is furnished, and
				  no claims have been reported to the Company.
				

			 

 

	 
			
				
				  G.
				

			 	
				
				  Premium remitted directly to the
				  Company by the Insured will be posted to the Company’s monthly statement
				  following receipt of the premium. Commission due the Producer shall be payable
				  to the Producer no later than thirty (30) days following the end of the account
				  month for which such statement was prepared.
				

			 

 

	 
			
				
				  H.
				

			 	
				
				  The omission of any item from a
				  monthly statement shall not affect the responsibility of the Producer to
				  account for and pay all amounts due to the Company, nor shall it prejudice the
				  rights of the Company to collect all such amounts due from the Producer.

				

			 

 

	 
			
				
				  I.
				

			 	
				
				  In the event the Producer pays
				  premiums on behalf of Insureds, the Producer is deemed to have extended its
				  credit and not that of the Company and accepts full responsibility for the
				  collection and payment of such premiums from the Insureds, subject to the
				  provisions of Section E above.
				

			 

 

	 
			
				
				  J.
				

			 	
				
				  Disputed premium shall be identified
				  and the reasons noted in writing by the Producer so that the parties can
				  expedite resolution. Further, the Producer shall make payment of the undisputed
				  portion of the disputed premium within forty-five (45) days from the end of the
				  billed month. Upon resolution of the disputed premium, the Producer shall make
				  payment of said resolved premium to the Company immediately.
				

			 

 

	 
		 
	 

	 
		2
	 

	 
		* Confidential treatment has been requested
		with respect to certain portions of this exhibit. Such portions are marked with
		a “[*]” in place of the redacted language. Omitted portions are filed
		separately with the Securities and Exchange Commission. 
	 

	 
		 
	 



	 
	 

	 

	 
			
				
				  K.
				

			 	
				
				  The Producer shall not take a
				  premium credit and omit payment on a premium debit for the same Insured,
				  regardless of invoice date.
				

			 

 

	 
			
				
				  II.
				

			 	
				
				  DIRECT BILLED
				  POLICIES:
				

			 

 

	 
		On business placed by the Producer with the
		Company and designated by the Company as Direct Billed, the following
		provisions apply:
	 

	 
			
				
				  A.
				

			 	
				
				  When existing business of the
				  Producer is changed to Direct Billed, the Company shall assume responsibility
				  for billing and collecting the premium which is earned from the entry date of
				  the change to Direct Bill.
				

			 

 

	 
			
				
				  B.
				

			 	
				
				  The Company shall be responsible for
				  all premium billing and collection, unless otherwise mutually agreed to in
				  writing by the Producer and the Company.
				

			 

 

	 
			
				
				  C.
				

			 	
				
				  Commissions on premium shall be paid
				  to the Producer no later than thirty (30) days following the month in which
				  such premiums are received and recorded by the Company, subject to offset by
				  the Company of any return commissions due from the Producer. The Company may
				  take into Direct Collection any delinquent premiums and the Producer hereby
				  waives any claim to commission on such delinquent premiums subsequently
				  recovered by the Company.
				

			 

 

	 
			
				
				  D.
				

			 	
				
				  The Company shall clearly and
				  prominently identify the Producer by name when transmitting contracts of
				  insurance, endorsements, premium notices, cancellation notices and
				  reinstatement notices. The Company shall promptly provide the Producer with a
				  copy of all such items sent to Insureds.
				

			 

 

	 
			
				
				  E.
				

			 	
				
				  Premium payments for installments
				  are due from the Insured ten (10) days prior to the expiration of the
				  installment period. Premium payments for interim payroll reports are due from
				  the Insured twenty (20) days from invoice date or forty-five (45) days from the
				  expiration of the reporting period, whichever is earliest. Final audit premiums
				  and deposit premium adjustments are due from the Insured twenty (20) days from
				  invoice date.
				

			 

 

	 
		This addendum is effective on May 1,
		2005.
	 

	 
		AGREED AND ACCEPTED:
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				  Employers Compensation
				  Insurance
 Company
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Automatic Data Processing
				  
 Insurance Agency, Inc.
				

			 
	
				
				  By: 
				

			 	
				
				  
 /s/ Douglas D. Dirks
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				  Douglas D. Dirks
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  
 Title:
				

			 	
				
				  President & Chief Executive
				  Officer
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  President
				

			 


		
		   
		

		
		   
		

		
		  3
		

		
		  * Confidential treatment has been
		  requested with respect to certain portions of this exhibit. Such portions are
		  marked with a “[*]” in place of the redacted language. Omitted
		  portions are filed separately with the Securities and Exchange Commission.
		  
		

		
		   
		



		
		

		

			
				
				  
 Date:
				

			 	
				
				  4/29/05
				

			 	
				
				   
				

			 	
				
				  Date:
				

			 	
				
				  May 9, 2005
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		4
	 

	 
		* Confidential treatment has been requested
		with respect to certain portions of this exhibit. Such portions are marked with
		a “[*]” in place of the redacted language. Omitted portions are filed
		separately with the Securities and Exchange Commission. 
	 

	 
		 
	 



	 
	 

	 

	 
		Automatic Data Processing Insurance
		Agency, Inc.
	 

	 
		Employers Compensation Insurance
		Company
	 

	 
		Addendum 1
	 

	 
		Program with Pay-by-Pay®
		Provisions
	 

	 
		1.            PROGRAM. The
		“Program” shall mean sale by Automatic Data Processing Insurance
		Agency, Inc. (“ADP” ) of Employers Compensation Insurance Company, or
		an affiliate of Employers Compensation Insurance Company, (“ECIC” or
		“Company” ) workers’ compensation insurance to ADP payroll
		customers or potential customers.
	 

	 
		2.            PROGRAM DESCRIPTION. ADP payroll clients or potential clients
		(“Clients” ) wishing to purchase Workers’ Compensation insurance
		may have the opportunity to utilize ADP’s Pay-by-Pay® payment service
		in order to pay Workers’ Compensation premiums. Under the Pay-by-Pay®
		payment service, a Client which is issued a Workers’ Compensation
		insurance policy by Company will have its premium collected by ADP (or by one
		of ADP’s affiliates and remitted to ADP) in connection with ADP’s
		payroll processing(s) and the Client’s premium collected by ADP shall be
		remitted to Company by ADP in accordance with this Agreement. Company may
		establish minimum premium thresholds for Client’s to use the
		Pay-by-Pay® service.
	 

	 
		3.            EXCHANGE OF DATA. Within two (2) business days following the binding of
		any new business or subsequent endorsement the Company will provide daily, a
		list of all bound policies and other premium bearing transactions that are
		processed by the Company and identify each account according to its intended
		premium collection process: either Direct Bill or Pay-by-Pay®. Such list
		will provide corresponding policy numbers for each entry. ADP will match each
		entry to its record and notify Company within two (2) business days of any
		discrepancy.
	 

	 
		4.            PREMIUM COLLECTION. For those clients that are on ADP’s
		Pay-by-Pay® payment service, ADP shall be responsible for ensuring that the
		applicable premium amount is impounded from the Client’s bank account. In
		the event that a Client’s bank account has “insufficient funds”
		and ADP is unable to impound the applicable premium amount from Client, ADP
		will notify the Company promptly, but in no event later than fifteen (15) days.
		If ADP does not notify Employers within the fifteen (15) days, ADP Insurance
		Services will be responsible for the premium owed Employers in excess of the
		fifteen (15) business days from the date of the attempted impound. Upon
		receiving such notice Company shall be responsible for the collection of the
		premium amount from Client. ADP shall have no responsibility for any premium,
		which it was unable to impound from the Client’s bank account except the
		premium noted above.
	 

	 
		5.            PAYROLL SERVICE UNAVAILIABLE TO DEBIT CLIENT’S BANK
		ACCOUNT. In the event that (a) a Client
		which is utilizing ADP’s Pay-by-Pay® payment service terminates ADP
		Inc.’s payroll services, ADP will promptly, or in no case beyond fifteen
		(15) days, notify the Company. Upon receiving such notice, if it so elects, the
		Company shall
	 

	 
		 
	 

	 
		5
	 

	 
		* Confidential treatment has been requested
		with respect to certain portions of this exhibit. Such portions are marked with
		a “[*]” in place of the redacted language. Omitted portions are filed
		separately with the Securities and Exchange Commission. 
	 

	 
		 
	 



	 
	 

	 

	 
		 convert the Client Policyholder to the
		Company’s Direct Bill system. In the event that Company elects not to set
		up the Client Policyholder on Direct Bill, Company will promptly send direct
		notice of policy cancellation to the Client Policyholder and take
		responsibility for collecting all earned premium, including any premium due as
		the result of audit. In the case of terminations, ADP shall remit any premiums
		collected from such Client through the effective date of such Client’s
		termination to Company. In the event that (b) the first payroll impound of a
		new ADP Client that intended to purchase ADP, Inc payroll services using
		Pay-by-Pay® is delayed for more than thirty (30) days, ADP will promptly
		investigate and determine whether it is the Client Policyholder’s
		intention to retain the Pay-by-Pay® service. In the event that Client
		Policyholder does not elect to utilize Pay-by-Pay® service, ADP will
		promptly notify Company within two (2) business days. Company will promptly
		send notice of policy cancellation to the Client Policyholder and take
		responsibility for collecting all earned premium, including any premium due as
		the result of an audit. In the event Client Policyholder intends to retain the
		Pay-by-Pay® service, ADP will collect deposit premium equal to 1/12 of the
		policy’s estimated annual premium for every month of delay and promptly,
		but in no case, longer than two (2) business days, transmit the deposit amount
		to Company. In the event that the bound policy includes no employees in order
		to establish an Estimated Annual Premium, ADP will substitute 1/12 of the
		underwriting minimum premium.
	 

	 
		6.            RESCINDING CANCELLATION. In instances of policy cancellation as a result of a
		Client Policyholder’s failure to provide ADP with its premium due, ADP
		shall notify Company in the event that sufficient funds are collected by ADP
		prior to the effective date of cancellation of the Client Policyholder’s
		policy. ADP will remit to Company the amount due at their next regularly
		scheduled payment. In such event, Company will rescind its notice of
		cancellation. Upon such rescission, ADP shall resume its Pay-By-Pay®
		billing and collection responsibilities.
	 

	 
		7.            INTEREST EARNED AND FEES CHARGED. All amounts earned on premiums collected by ADP prior
		to submission to Company in accordance with this Agreement shall be for the
		benefit of ADP. Additionally, in the event that applicable State law permits
		ADP to impose any additional fee or charge on Clients in connection with the
		transactions contemplated by this Agreement, such fee or charge shall be for
		the sole benefit of ADP.
	 

	 
		8.            REPORT OF ACCOUNTS CURRENT. ADP is responsible for submitting to Company, no later
		than the 15th day after the prior calendar month’s financial closing, all
		premium bearing transactions generated under this Agreement from the preceding
		calendar month in a report of accounts current (each an “Accounts
		Current” ).
	 

	 
		9.            PREMIUM PAYMENT TO COMPANY. ADP will remit to Company, no later than the 15th day
		following the close of the corresponding calendar month all new premiums due
		Company as reported by ADP and which have been collected by ADP from Clients.
		All such payments will be paid net of commission. Under no circumstance shall
		ADP Insurance Services take a credit on the premium collected on Company’s
		behalf, unless authorized in writing by Company.
	 

	 
		 
	 

	 
		6
	 

	 
		* Confidential treatment has been requested
		with respect to certain portions of this exhibit. Such portions are marked with
		a “[*]” in place of the redacted language. Omitted portions are filed
		separately with the Securities and Exchange Commission. 
	 

	 
		 
	 



	 
	 

	 

	 
		10.          PREMIUM AUDIT.
		Company shall be responsible for processing an audit adjustment and providing
		ADP with an Audit Adjustment File on each Client Policyholder’s account
		following each policy term. ADP shall be responsible for impounding the
		undisputed audit premium from the Client Policyholder’s bank account and
		remitting it to Company, net of commission, in accordance with Section 9,
		except to the extent ADP provides a notice of insufficient funds in accordance
		with Section 4. Company agrees that it will be responsible for collection of
		audit premium if the Client Policyholder is not using ADP’s payroll and
		tax filing services at the time such premium is due. Company agrees to return
		any overpayment to ADP for proper return to Client Policyholder.
	 

	 
		11.          CANCELLATION FOR UNDERWRITING REASONS. In the event Company wishes to cancel a Client
		Policyholder for underwriting reasons, Company shall be responsible for sending
		a direct notice of cancellation to the Client Policyholder stating the
		effective date of cancellation. Company agrees to notify ADP at the time it
		sends notice of cancellation to the Client Policyholder.
	 

	 
		12.          OWNERSHIP OF RECORDS AND EXPIRATIONS. During and after the term of this Agreement, ADP shall
		have all right and title to the records and the use and control of the
		expirations and renewals associated with business produced under this
		Agreement. ADP shall be entitled to the records of ADP and the use, control and
		ownership of the expirations and renewals associated with ADP’s existing
		business, book of business transfers and all other Program business transacted
		pursuant to this Agreement during the term hereof and after termination. Any
		disputes between ADP and Company shall be resolved without affecting ADP’s
		use, control and ownership of the expirations and renewals associated with
		ADP’s existing business, book of business transfers and all other Program
		business transacted pursuant to this Agreement.
	 

	 
		13.          SALES AND MARKETING EXPENSES. The parties agree that the costs and expenses
		associated with joint promotional activities for the combined product offering
		hereunder, including costs of creating and developing marketing materials,
		‘leave-behinds’, training of personnel, and other expenses associated
		with communicating and selling products, shall be shared, as mutually agreed
		upon, in advance of incurring any such costs and expenses. Notwithstanding
		anything to the contrary contained herein, the parties agree that neither shall
		issue any promotional or marketing materials or any correspondence to Clients
		of any nature whatsoever containing the other party’s name, logo or
		trademarks or that of its affiliated companies without the prior express
		permission of the other party. Neither party is authorized to incur any
		liability, obligation, or expense on behalf of the other party under this
		Agreement or to use the other’s monetary credit in conducting any
		activities hereunder.
	 

	 
		14.          DISPUTE RESOLUTION. Each party hereto agrees to designate an authorized
		representative to act as a contact person for purposes of communicating with
		and resolving day-to-day operational issues related to the combined product
		offering contemplated herein. The parties agree to use their best efforts to
		resolve any disputes, issues or problems arising out of or related to
		operational aspects of the Program. The parties desire to avoid all forms of
		traditional litigation and therefore agree that any dispute, controversy or
		claim that arises out of or relates to this agreement, its interpretation or
		enforcement which can not be resolved by the parties shall be 
	 

	 
		 
	 

	 
		7
	 

	 
		* Confidential treatment has been requested
		with respect to certain portions of this exhibit. Such portions are marked with
		a “[*]” in place of the redacted language. Omitted portions are filed
		separately with the Securities and Exchange Commission. 
	 

	 
		 
	 



	 
	 

	 

	 
		resolved in accordance with the following
		procedures: If no amicable resolution is reached, then the dispute, controversy
		or claim shall be finally resolved through binding arbitration which shall be
		conducted by three arbitrators in accordance with the Commercial Arbitration
		Rules of the American Arbitration Association. Each party shall appoint one
		arbitrator and the two (2) arbitrators thus appointed shall appoint the
		arbitral chair. The arbitration shall be conducted in the location of the party
		that is not commencing the proceeding, or as mutually agreed. Judgment on an
		arbitration award may be entered by any court of competent jurisdiction, or
		application may be made to such court for judicial acceptance of the award and
		any appropriate enforcement order.
	 

	 
		15.          REVIEW OF RESULTS. During the term of this Agreement, the parties agree
		to meet (such meeting may occur telephonically) at least on a quarterly basis
		in order to review the financial results and overall success of the Program and
		to discuss ways of improving financial results of the Program.
	 

	 
		16.          TERM OF AGREEMENT. This agreement, effective May 1, 2005, will remain in
		effect until terminated with or without cause, by either party, upon one
		hundred eighty (180) days prior written notice to the other party.
	 

	 
		17.          DAMAGES. IN NO
		EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR LOST PROFITS OR SPECIAL,
		INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS
		AGREEMENT EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
		DAMAGES.
	 

	 
		18.          AMENDMENT/ASSIGNMENT/CONFLICTS. This Agreement constitutes the entire agreement
		between and among the parties and supersedes all prior agreements,
		representations and understandings of the parties. This agreement may not be
		amended or assigned without the prior written consent of the other party. In
		the event of a conflict between the terms of this Addendum I, the Producer
		Agreement or the Addendum Premium Accounting and Payment Terms, the terms of
		this Addendum I shall control.
	 

	 
		19.          CONFIDENTIALITY/PRIVACY. Company may not use any information provided by ADP or
		the Clients for any purpose other than for fulfilling its obligations under
		this Agreement. Company shall not sell, lease or otherwise transfer any list of
		Clients to any third-party for any reason (other than as required by law or
		regulation) or segment or otherwise identify the Clients as customers of ADP or
		payroll clients for the sole purpose of marketing any product or service. ADP
		and COMPANY agree to comply with all federal and state laws and regulations
		regarding privacy including those involving non-public personal
		information.
	 

	 
		20.          COMPENSATION.
		Sales Commissions. Company shall pay ADP ****% commissions unless an
		account is individually negotiated, on written premiums including new and
		renewal business (i.e. all Premiums, less credits for cancellations and
		returns, booked by Company during the calendar year minus un-collectible
		premiums charged off by Company during the calendar year) on policies sold in
		accordance with the terms hereof, whether billed on a Pay-by-Pay® or direct
		bill basis.
	 

	 
		 
	 

	 
		8
	 

	 
		* Confidential treatment has been requested
		with respect to certain portions of this exhibit. Such portions are marked with
		a “[*]” in place of the redacted language. Omitted portions are filed
		separately with the Securities and Exchange Commission. 
	 

	 
		 
	 



	 
	 

	 

	 
		21.          ADMINISTRATIVE SERVICES FEE. Company shall pay an administrative services fee on
		collected premiums (i.e. all premiums, less credits for cancellations and
		returns, booked by Company during the calendar year minus un-collectible
		premiums charged off by Company during the calendar year) on policies sold in
		accordance with the terms hereof, whether billed on a Pay-by-Pay® or direct
		bill basis. The administrative services fee provides for administrative, audit
		data collection, payroll, collection assistance, policy administration,
		production and distribution services, and related services, as applicable,
		provided to Company by ADP. A ****** percent (***%) administrative services fee
		will be paid to ADP on actual collected premium as described in Section 20
		above. The fee will be calculated at the end of each quarter using the monies
		actually collected by the Company during the quarter. The administrative fee,
		if any, will be paid by the end of the month following the end of the
		quarter.
	 

	 
		In Witness Whereof, the parties hereto have
		caused this Program agreement to be executed by their respective officers or
		agents thereunto duly authorized as of the Effective Date.
	 

	 
		AGREED AND ACCEPTED:
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				  Employers Compensation
				  Insurance
 Company
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Automatic Data Processing
				  
 Insurance Agency, Inc.
				

			 
	
				
				  By: 
				

			 	
				
				  
 /s/ Douglas D. Dirks
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  
 /s/ [Illegible]
				

			 
	
				
				   
				

			 	
				
				  Douglas D. Dirks
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  
 Title:
				

			 	
				
				  President & Chief Executive
				  Officer
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  President
				

			 
	
				
				  
 Date:
				

			 	
				
				  4/29/05
				

			 	
				
				   
				

			 	
				
				  Date:
				

			 	
				
				  May 9, 2005
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		9
	 

	 
		* Confidential treatment has been requested
		with respect to certain portions of this exhibit. Such portions are marked with
		a “[*]” in place of the redacted language. Omitted portions are filed
		separately with the Securities and Exchange Commission. 
	 

	 
		 
	 



	 
	 

	 

	 
		FIDUCIARY FUNDS AGREEMENT
	 

	 
		Employers Compensation Insurance Company
		(hereinafter called “Company” ) and the undersigned Automatic Data
		Processing Insurance Agency, Inc. (hereinafter called “Producer” )
		agree as follows:
	 

	 
			
				
				  1.
				

			 	
				
				  To the extent now or hereafter
				  permitted by the laws of the State of California and the regulations and
				  rulings of the Insurance Commissioner of said State, the Company consents to
				  the deposit of funds held by the Producer for the Company in trustee bank
				  accounts and interest bearing accounts, or in the purchase of certain
				  permissible United States bonds, certificates or other obligations enumerated
				  under Sections 1733, 1734 and 1734.5 of the California Insurance Code with the
				  institution(s) named below (see attached list), subject to the following
				  conditions.
				

			 

 

	 
			
				
				   
				

			 	
				
				  (a)
				

			 	
				
				  Each such account shall be in the
				  name of the Producer and the name of the Producer shall be followed immediately
				  by these words:
				

			 

 

	 
		“...as trustee under California
		Insurance Code Sections 1733, 1734 and 1734.5.”
	 

	 
			
				
				   
				

			 	
				
				  (b)
				

			 	
				
				  Such deposits or purchases shall not
				  relieve the Producer of the obligation to remit to the Company all sums
				  becoming due to the Company as soon as they become due and the Producer assumes
				  all risk of loss on such deposits or purchases.
				

			 

 

	 
			
				
				  2.
				

			 	
				
				  Subject to the foregoing conditions,
				  the Company assigns to the Producer as additional commissions, any right which
				  the Company might have to interest and dividends earned on such account; and,
				  the Producer agrees to pay all State and Federal income taxes on such interest
				  and dividends and to indemnify and hold the Company harmless against any claim
				  or such taxes as may be asserted against the Company.
				

			 

 

	 
			
				
				  3.
				

			 	
				
				  This Agreement will automatically
				  terminate once the Producer/Company Agreement terminates. Termination of this
				  Agreement does not relieve the Producer of any pre-termination obligations
				  arising under Sections 1(b) and 2.
				

			 

 

	 
		AGREED AND ACCEPTED:
	 

	 
		 
	 

	 
			
				
				  Employers Compensation Insurance
				  Company
				

			 	
				
				   
				

			 	
				
				  Automatic Data Processing Insurance
				  Agency, Inc.
				

			 
	
				
				  By: 
				

			 	
				
				  
 /s/ Douglas D. Dirks
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  
 /s/ [Illegible]
				

			 
	
				
				   
				

			 	
				
				  Douglas D. Dirks
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  
 Title:
				

			 	
				
				  President & Chief Executive
				  Officer
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  President
				

			 
	
				
				  
 Date:
				

			 	
				
				  4/29/05
				

			 	
				
				   
				

			 	
				
				  Date:
				

			 	
				
				  May 9, 2005
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		10
	 

	 
		* Confidential treatment has been requested
		with respect to certain portions of this exhibit. Such portions are marked with
		a “[*]” in place of the redacted language. Omitted portions are filed
		separately with the Securities and Exchange Commission. 
	 

	 
		 
	 



	 
	 

	 

	 
	 

	 
		INSTITUTION(S): Any bank or savings and loan
		association insured by the Federal Deposit and Insurance Corporation (FDIC) or
		any other similar governmental agency.
	 

	 
		 
	 

	 
			
				
				  Bank Name
				

			 	
				
				   
				

			 	
				
				  *************
				

			 
	
				
				  Bank Location
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Account No.
				

			 	
				
				   
				

			 	
				
				  *************
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Bank Name
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Bank Location
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Account No.
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Bank Name
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Bank Location
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Account No.
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Bank Name
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Bank Location
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Account No.
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Bank Name
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Bank Location
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Account No.
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Bank Name
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Bank Location
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Account No.
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Bank Name
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Bank Location
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Account No.
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Bank Name
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Bank Location
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Account No.
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		11
	 

	 
		* Confidential treatment has been requested
		with respect to certain portions of this exhibit. Such portions are marked with
		a “[*]” in place of the redacted language. Omitted portions are filed
		separately with the Securities and Exchange Commission.