JOINT
		MARKETING AND NETWORK ACCESS AGREEMENT

	  

	 This
		Joint Marketing and Network Access Agreement is made by and between Employers
		Insurance Company of Nevada, together with its affiliates and subsidiaries
		(“EICN”), on the one hand, and Blue Cross of California, BC Life
		& Health Insurance Company, and Comprehensive Integrated Marketing Services
		(collectively, “Blue Cross”), on the other, effective as of July 1,
		2006 (“Effective Date”).

	  

	 RECITALS


	  

	 A. Blue
		Cross offers Large Group medical coverage products (“Large Group
		medical”) in California.

	  

	 B. Blue
		Cross and Employers Insurance Company of Nevada are currently parties to that
		certain Joint Marketing and Network Access Agreement, dated January 1, 2006
		(the “Blue Cross-EICN Agreement”) under which Blue Cross and EICN
		jointly market an integrated small group medical and workers’ compensation
		product in California.

	  

	 C. Blue
		Cross and EICN desire to jointly offer and market integrated Large Group
		medical and workers’ compensation product(s) under the terms specified
		herein.

	  

	 D. Blue
		Cross and EICN desire to enter into this Agreement in order to provide a full
		statement of their respective responsibilities.

	  

	 E. The
		services to be performed by Blue Cross hereunder shall be performed by BC Life
		& Health Insurance Company and Comprehensive Integrated Marketing Services
		(“CIMS”).

	  

	 F. The
		services to be performed by EICN hereunder shall be performed by Employers
		Compensation Insurance Company and Employers Insurance Company of
		Nevada.

	  

	 NOW,
		THEREFORE, it is
		agreed as follow: 

	  

	 AGREEMENT


	  

	 1. Scope
		of Agreement.
		Subject to the terms of this Agreement, Blue Cross and EICN agree to jointly
		market an integrated Large Group medical and workers’ compensation
		product(s) (the “Integrated Product” ‘as further defined in
		Exhibit A hereof) on an exclusive basis in the state of California. The terms
		of such exclusivity are defined in Paragraph 14 (a) of this Agreement. The
		scope of this Agreement may be expanded to other states by an Addendum to this
		Agreement agreed to and executed by both parties.

	  

	 2. Term. The
		initial term of this Agreement shall be for two (2) years commencing on the
		Effective Date unless terminated sooner as provided in Paragraph 12 of this
		Agreement. Thereafter, this Agreement shall automatically renew for subsequent
		one (1) year term unless written notice of non-renewal of this Agreement (a
		“non-renewal notice”) has been provided by one party to the other at
		least 60 days prior to the expiration of the then current term.

	  

	 
		*
		  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.

		 
 

	 
 
	  

	 3. Distribution
		of Product.


	  

	 (a) The
		Integrated Product will use the Blue Cross distribution system, including
		employees, brokers, and general agents (collectively “Blue
		Cross Producers”). EICN shall cooperate with Blue Cross in making any
		necessary agency appointments or entering into any necessary brokerage or
		agency agreements needed to allow Blue Cross Producers to market and sell EICN
		workers’ compensation products as contemplated by this
		Agreement.

	  

	 (b) Blue
		Cross will administratively make commission payments to Blue Cross Producers
		for all coverage placed through the Blue Cross Producers and billed by Blue
		Cross. EICN will pay commissions due to Blue Cross producers for coverage
		billed by EICN.

	  

	 4. Underwriting. Blue
		Cross will exclusively control Large Group medical product underwriting and
		eligibility, and EICN will exclusively control workers’ compensation
		underwriting and eligibility. Neither Blue Cross nor EICN will be bound to
		offer an Integrated Product in instances in which either party is unwilling to
		assume underwriting risk consistent with its underwriting policies for its
		component of the Integrated Product.

	  

	 Each
		party will, at a minimum, maintain and share with the other party on a
		confidential basis underwriting guidelines, class restrictions and operational
		practices during the term of this Agreement in connection with its component of
		the Integrated Product, including, but not limited to, classes written,
		eligible groups, etc. Substantial changes in such underwriting guidelines,
		restrictions and practices which significantly and materially affect the
		nature, scope or classes of business written shall be made by mutual consent,
		or unilaterally by a party after giving written notice to the other party in
		the event of a significant adverse change in external factors which a party
		believes in good faith requires a revision to its underwriting guidelines,
		restrictions or practices. The parties will use commercially reasonable efforts
		to extend the number of classes written and eligible groups for both
		workers’ compensation and Large Group medical.

	  

	 5. Advertising/Marketing
		Materials. Blue
		Cross shall be responsible for marketing and advertising of the Integrated
		Product. All advertising and collateral material for the Integrated Product to
		be distributed by Blue Cross, including materials developed and utilized in
		conjunction with EICN, will be prepared by Blue Cross and must be jointly
		approved by both parties. The Executive Sponsors shall develop an expedited
		process for review, approval and use of standardized forms or other frequently
		used advertising or marketing materials. EICN may, at its own expense, prepare
		its own marketing and promotional materials for the Integrated Product, but use
		of any such materials shall be subject to Blue Cross’s prior
		approval.

	  

	 Blue
		Cross and EICN agree that mutually acceptable product names and logos for the
		Integrated Product in California have been established. Each party will retain
		complete ownership and control of its own service marks, trademarks, trade
		names, logo types or any similar intellectual property and will execute any
		reasonable license agreements requested by the other party. Neither party shall
		use any such intellectual property of the other without the other’s prior
		written approval. Each party will be entitled to market the other party’s
		networks available for the Integrated Product, subject to approval of any
		written promotional materials by the other 

	  

	 
		*
		  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.
 

	  

	 
 
	  

	 party.
		Any new product names, logos, or similar intellectual property developed for
		the Integrated Product shall be jointly owned and, as appropriate, registered,
		by Blue Cross and EICN, subject to the provisions of Paragraph 15 of this
		Agreement.

	  

	 It is
		understood that all Advertising and Marketing materials will disclose that Blue
		Cross assumes no responsibility for payment of workers’ compensation
		claims, and that EICN assume no responsibility for payment of Large Group
		medical claims.

	  

	 6. Loss
		Control. EICN
		will perform all duties related to loss control procedures for the
		workers’ compensation portion of the Integrated Product as required by law
		or by EICN’s internal procedures as they may be amended from time to time.
		Blue Cross shall comply with any similar legal requirements relating to Large
		Group medical.

	  

	 7. Premium
		Collection & Audit.


	  

	 (a) Billing. Blue
		Cross will prepare and distribute a single, integrated Large Group medical and
		workers’ compensation premium bill in a manner consistent with current
		practices. EICN will supply to Blue Cross all data required for such billing.
		Blue Cross will process payments for EICN’s portion of the integrated
		billing and remit EICN’s portion of the premiums (net of administrative
		fees and commissions) monthly to EICN within fifteen (15) days after the end of
		the month in which they were received by Blue Cross. Collection of
		non-integrated billings as well as any delinquent workers’ compensation
		premium will be the responsibility of EICN. Collection of any delinquent
		medical premium will be the responsibility of Blue Cross.

	  

	 (b) Audit
		and Collections. EICN
		will perform all interim and final payroll audits for workers’
		compensation premium. For additional workers’ compensation premium
		adjustments, EICN will directly bill the customer and collect the premium. EICN
		will be responsible for payment of any commissions up to Blue Cross Producers
		for all non-integrated billings. For return premium adjustments, EICN will be
		responsible for making any return premium payments directly to the customer for
		the workers’ compensation product. EICN will also be responsible for
		collecting any commissions due back from Blue Cross producers associated to
		these refunds. Blue Cross will be responsible for all audit and collection
		responsibilities for the Large Group medical product.

	  

	 (c) Other. The
		parties agree to share appropriate information concerning administering agents
		and customers who initially select an Integrated Product and then discontinue
		coverage of one segment; including information concerning the discontinuation
		of coverage and the effective date of discontinuation.

	  

	 8. Claims
		& Reporting.


	  

	 (a) Blue
		Cross Duties. Blue
		Cross shall perform all claims functions for the Large Group medical portion of
		the Integrated Product and all Large Group medical regulatory reporting
		requirements. Blue Cross shall have, no responsibility for payment of
		workers’ compensation claims.

	  

	 
		*
		  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.
 

	  

	 
 
	  

	 (b) EICN
		Duties. EICN
		shall perform all claims functions for the workers’ compensation portion
		of the integrated Product. In addition, EICN will be responsible for all
		medical ease management and utilization review and satisfy all workers’
		compensation regulatory and statistical reporting requirements. EICN shall have
		no responsibility for payment of Large Group medical claims.

	  

	 (c) Joint
		Duties. Blue
		Cross and EICN shall share such medical, claim and benefit information to the
		extent and in any manner permitted by law as may be necessary or desirable in
		connection with the administration of the Integrated Product, including, but
		not limited to, the purposes of detecting fraud and assuring proper payment
		under the appropriate coverage.

	  

	 9. Network
		Access.


	  

	 (a) During
		the term of this Agreement and as provided in Paragraph 13(a), Blue Cross
		agrees to provide EICN access to the following Blue Cross California networks
		for the Integrated Product:

	  

	 Prudent
		Buyer Comp Provider professional network

	 Prudent
		Buyer Provider professional network

	 Frontline
		Occupational professional network

	 Certain
		specialty networks related to chiropractic and physical therapy 

	 Prudent
		Buyer institutional network.

	  

	 (b) The
		foregoing shall be referred to collectively as the “Blue
		Cross Networks” and the contracted hospitals, physicians, and other
		ancillary health care providers and facilities included within the Blue Cross
		Networks shall be referred to as the “Blue Cross Providers.” The
		rates Blue Cross Providers are, entitled to receive pursuant to provider
		agreements with Blue Cross shall be referred to as the “Blue Cross
		Contracted Rates.”

	  

	 Blue
		Cross agrees that it will maintain the Blue Cross Networks in California so as
		to adequately offer and provide the medical services (“Medical
		Services”) to injured workers covered by the workers’ compensation
		component of the Integrated Product (“Eligible Employees”) in those
		parts of California in which the Integrated Product is offered. Issues related
		to the adequacy of the Blue Cross Networks and the locations in which the
		Integrated Product shall be offered shall be considered and resolved by
		consultation between the Executive Sponsors. With respect to the Blue Cross
		Networks, Blue Cross represents and warrants to EICN as follows: (i) that at
		the time it entered into its provider agreements with Blue Cross Providers, it
		required and verified that those providers were duly licensed and had
		professional liability insurance with limits in compliance with Blue
		Cross’s then current credentialing standards; (ii) that as of the
		Effective Date a substantial majority of California Blue Cross Providers have
		been credentialed under Blue Cross’s current credentialing requirements, a
		copy of which has been provided to EICN and which requirements include the
		professional liability insurance minimum limits specified in Paragraph 17
		hereof and that at all times during the term of this Agreement, credentialing
		requirements shall be actively monitored by Blue Cross; (iii) that, as of the
		Effective Date and at all times during the term of this Agreement, California
		Blue Cross Providers that have not been credentialed in accordance with Blue
		Cross’s current 

	  

	 
		*
		  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.
 

	  

	 
 
	  

	 credentialing
		requirements are being actively monitored for potential noncompliance with
		those requirements; (iv) that as of the Effective Date it has in all material
		respects complied, and at all times during the term of this Agreement will
		comply with all laws and regulations regarding the inclusion or exclusion of
		California providers in the Blue Cross Networks and with respect to the
		provision of medical services to injured workers under the workers’
		compensation laws as contemplated by this Agreement; and (v) that, as of the
		Effective Date and at all times during the tern, of this Agreement, it is and
		will be duly licensed, registered and/or certified by the appropriate state
		agency(ies) of any state requiring it to be so licensed, registered and/or
		certified in order to perform its obligations and responsibilities under the
		terms and conditions of this Agreement.

	  

	 (c) Blue
		Cross will use commercially reasonable efforts to ensure that, at all times
		during the term of this Agreement, all Blue Cross Providers provide access to
		EICN at the most favorable rates available for insured products which integrate
		Large Group medical and workers compensation product(s) under their agreements
		with Blue Cross and accept such rates as payment in full for Medical Services
		to Eligible Employees, and shall give EICN prompt notice of any circumstance
		under which it is unable to do so. Blue Cross shall provide EICN with access to
		Blue Cross’s
		Provider Finder. To the extent applicable and in the possession of Blue Cross,
		such listing shall include each Blue Cross Provider’s address, telephone
		number, facsimile machine number, taxpayer identification number, professional
		or institutional license number, specialty, and professional or group
		affiliation. Blue Cross may provide access to the Blue Cross Networks to other
		workers’ compensation insurers or self-insured entities; provided,
		however, that at all times during the term of this Agreement, Blue Cross agrees
		that the network access fees provided to EICN in connection with the Integrated
		Product shall be lower than any network access fees provided to any other
		workers’ compensation insurer for any insured products which integrates
		Large Group medical and workers’ compensation, and the scope and breadth
		of the Blue Cross Networks provided to EICN in connection with the Integrated
		Product shall be broader than the scope and breadth of the Blue Cross Network
		access provided to any other workers’ compensation insurer for any insured
		products which integrate Large Group medical and workers’ compensation
		product(s). Notwithstanding the foregoing, Blue Cross may continue to offer
		both network access contracts, including but not limited to those currently in
		effect with the California State Compensation Insurance Fund, Western Growers
		Insurance Company, and Springfield Insurance Company, GMIS, and managed care
		service arrangements, Blue Cross agrees that its workers’ compensation
		network access contracts and workers’ compensation managed care service
		agreements may not be advertised or marketed by Blue Cross or the other parties
		to such arrangements as insured Integrated Products in California.


	  

	 (d) EICN
		reserves the right to supplement Blue Cross Networks for the Integrated Product
		by use of it own proprietary networks or contracted networks with the prior
		approval of Blue Cross. EICN also reserves the right to contract directly with
		providers who are or later become Blue Cross Providers. However, should a
		provider be included in both the Blue Cross and EICN networks, the Blue Cross
		provider contract shall be utilized for the Integrated Product.

	  

	 
		*
		  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.
 

	  

	 
 
	  

	 (e) Blue
		Cross shall require that each Blue Cross Provider shall, at all times, provide
		treatment to Eligible Employees in a manner consistent with sound professional
		judgment and practice. Nothing in this Agreement is intended to require (or
		shall be construed to require) a Blue Cross Provider to take any action
		inconsistent with its professional judgment, or refrain from taking any action
		consistent with its professional judgment, concerning the professional medical
		care and treatment to be provided to an Eligible Employee.

	  

	 10. Confidentiality
		of Medical Records and Privacy. To the
		extent required by law, Blue Cross and EICN shall keep, confidential, and to
		take the usual precautions to prevent the unauthorized disclosure of, any and
		all medical records required to be prepared or maintained by Blue Cross or
		EICN. Blue Cross and EICN will comply with all federal and state laws and
		regulations regarding privacy including those involving non-public personal
		information.

	  

	 11. Administrative
		Fee. EICN
		will pay Blue Cross’ insurance agency subsidiary, CIMS, an administrative
		fee (the “Administrative Fee”) in accordance with the following
		schedule for all other services performed by Blue Cross under this
		Agreement:

	  

	 
			
				Percentage
				  of Collected California 

				Workers’
				  Compensation Premium
 	 	
				Annual
				  Collected California Workers’ 
 Compensation Integrated
				  Premium
 
	
				****%

					 	
				*****************,
				  plus
 
	
				****%

					 	
				*****************,
				  plus
 
	
				****%

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

				

 

	  

	 The
		Administrative Fee shall be billed to EICN on a monthly basis and may, at Blue
		Cross’s discretion, be deducted and withheld from monies owed by Blue
		Cross to EICN, or if Blue Cross elects not to withhold the Administrative Fee
		from amounts owed to EICN, shall be paid by EICN within fifteen (15) days of
		its receipt of the pertinent billing. The Administrative Fee shall be based
		solely on collected integrated premiums (excluding assessments) for that
		portion of policyholder billings relating to periods on or after the Effective
		Date and ending on the date of termination of this Agreement.

	  

	 Pro-rata
		adjustments shall be made for premiums collected after the Effective Date or
		date of termination that relate to policyholder billings which include periods
		prior to the Effective Date or after the date of termination of this Agreement.
		The Annual California Workers’ Compensation Integrated Premium amount
		shall be defined as the amount of premium billed and collected through the Blue
		Cross integrated policyholder billings (net of assessments and any balance
		assigned to EICN direct collections) on that portion of policyholder billings
		relating to the annual period beginning on the Effective Date, or anniversary
		thereof, as the case may be.

	  

	 12. Termination.


	  

	 
		*
		  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.
 

	  

	 
 
	  

	 (a) Termination
		Without Cause. After
		the first year that this Agreement is in effect, either party shall have the
		right to terminate this Agreement without cause upon providing sixty (60) days
		prior written notice to the other party.

	  

	 (b) Termination
		For Cause. Either
		party shall have the right to terminate this Agreement upon providing thirty
		(30) days prior written notice to the other party if the party to whom such
		notice is given has materially breached any provision of this Agreement. The
		party claiming the right to terminate shall set forth in the thirty (30) days
		notice of termination, the facts underlying its claim that the other party is
		in breach of this Agreement. Cure of such breach within fifteen (15) days of
		the receipt of such notice shall continue the Agreement for the remaining term,
		subject to other rights of termination contained in this
		Agreement.

	  

	 (c) Immediate
		Termination. Either
		party shall have the right to terminate this Agreement immediately upon written
		notice to the other party in the event of:

	  

	 
			 	
				i.

					
				failure
				  to obtain, or suspension, revocation or restriction of a regulatory license or
				  approval required for a party to perform under this Agreement;

				

 

	  

	 
			 	
				ii.

					
				an
				  indictment charging or conviction of, any officer of either party of a felony
				  or of a crime involving moral turpitude as it relates to the operation of this
				  Agreement;
 

 

	  

	 
			 	
				iii.

					
				insolvency,
				  liquidation, conservatorship, rehabilitation or receivership of a party, or the
				  commencement of any proceedings regarding same;
 

 

	  

	 
			 	
				iv.

					
				an
				  assignment in violation of Paragraph 29(d) of this Agreement or the entering
				  into of a sale transfer or reinsurance arrangement in violation of Paragraph
				  7(c) hereof.
 

 

	  

	 (d) Termination
		(And Other Relief) For Failure To Make Available Provide Coverage Through B++
		Rated Carrier. EICN
		shall, in connection with the Integrated Product, (i) provide all workers’
		compensation coverage through a carrier rated “B++” or better by A.M.
		Best Company, and (ii) shall make such coverage available upon commercially
		reasonable terms consistent with terms available in the market place. Should
		EICN at any time fail to comply with the requirements of (d)(i) or (d)(ii),
		Blue Cross shall at its option, without prejudice to any other available rights
		or remedies, and upon written notice to EICN, be excused from performance under
		Section 14 of the Agreement. Furthermore, in such event Blue Cross may at its
		option, without prejudice to any other available rights or remedies,
		immediately to mate the Agreement. A waiver of either remedy with respect to
		any default shall not act as a waiver as to any further default.

	  

	 (e) Survival
		Post-Termination. The
		termination of this Agreement shall not affect any rights or obligations
		hereunder which by their nature relate to obligations required to 


	  

	 
		*
		  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.
 

	  

	 
 
	  

	 be
		performed, completed or adhered to following termination, including, but not
		limited to, Paragraphs 5, 7, 8, 10, 11, 13, 14, 16, 20, 22, 24, and
		26.

	  

	 13. Service
		Obligations Upon and After Termination.


	  

	 (a) Blue
		Cross Network Provider Services. Blue
		Cross agrees, and shall ensure that Blue Cross Providers also agree, that Blue
		Cross Providers’ responsibilities to an Eligible Employee upon termination
		of this Agreement shall continue until the Medical Services being rendered to
		any such Eligible Employee as of the effective date of termination are
		completed and that during such time as EICN shall remain financially liable to
		such Blue Cross Provider for Medical Services provided to such Eligible
		Employee. EICN shall reimburse the Blue Cross Provider for medical services
		rendered after termination of this Agreement in accordance with the Blue Cross
		Contracted Rates and shall continue to be responsible for payment of the
		related network access fees to Blue Cross. Blue Cross shall cooperate, and
		shall use commercially reasonable efforts to cause Blue Cross Providers to
		cooperate, with EICN in the event that EICN is required, pursuant to any
		litigation or settlement negotiations with an insured or Eligible Employee over
		medical services provided to such Eligible Employee, to justify its managed
		care decision(s), including any utilization review and other medical management
		determinations. All relevant provisions of Paragraph 6 shall continue in effect
		following termination as necessary to effectuate the intent of this
		Paragraph.

	  

	 (b) Premium
		Collection, Billing, And Bill Review. As of
		the effective date of termination, or earlier if agreed by the parties EICN
		shall assume responsibility for billing and collection of the formerly
		integrated portion of premiums for the workers’ compensation component of
		the Integrated Product and for review of all new bills. Blue Cross shall
		provide EICN with all data and information necessary for EICN to assume or to
		have a third party assume responsibilities formerly provided by Blue
		Cross.

	  

	 14. Exclusivity
		and Non-Solicitation of Other Party’s Business.


	  

	 (a) Blue
		Cross and EICN agree that neither party shall enter into another joint
		marketing agreement for an Integrated Product with a third party during the
		term of this Agreement for the writing of Large Group business in California
		(or any additional states later added by addendum to this Agreement) until the
		expiration of a one hundred twenty (120) day period following written notice to
		the other party of its intent to do so. Nothing in this Agreement shall be
		construed herein as to preclude either Blue Cross or EICN from independently
		offering (either directly or through brokers) stand-alone Large Group medical
		or workers’
		compensation coverage, respectively, or from entering into third party
		arrangements not related to an insured integrated Large Group
		medical/workers’ compensation product (including but not limited to
		workers’ compensation managed care services arrangements not related to an
		insured integrated Large Group medical/workers’ compensation product). In
		addition, nothing shall preclude either party from: (a) continuing current
		integrated products, (b) continuing existing integrated operations obtained via
		acquisitions subsequently made, or (c) continuing insured operations
		subsequently acquired.

	  

	 
		*
		  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.
 

	  

	 
 
	  

	 (b) It is
		further agreed that, prior to the termination of this Agreement, Blue Cross
		shall not solicit, individually or jointly with others through a joint venture
		or otherwise, or provide any information allowing a third party to solicit, any
		California policyholders or former policyholders of EICN, who have purchased or
		renewed the Integrated Product during the term of this Agreement, for the
		purpose of causing such policyholders to purchase a policy of workers’
		compensation insurance which is not part of the Integrated Product and subject
		to this Agreement. Likewise, prior to the termination of this Agreement, EICN
		shall not solicit, individually or jointly with others, or provide any
		information allowing a third party to solicit, any California subscribers or
		policyholders or former subscribers or policyholders of Blue Cross who have
		purchased or renewed the Integrated Product during the term of this Agreement,
		for the purpose of causing such policyholders or subscribers to purchase Large
		Group medical coverage which is not part of the Integrated Product and subject
		to this Agreement.

	  

	 (c) If,
		prior to the termination of this Agreement, either party sells or offers to
		sell, transfer or reinsure (pursuant to a 100% reinsurance and assumption
		agreement) to a non-affiliated third party any part of its business that is or
		has been part of or associated with the Integrated Product and is subject to
		this Agreement, that party shall provide written notice of its intention to the
		other party. The party receiving such notice shall be given a reasonable
		opportunity to either purchase such business itself on mutually acceptable
		terms or meet and confer with the prospective purchaser of such business for
		the purpose of negotiating with such prospective purchaser a continuation of
		some or all of the terms of this Agreement. Nothing in this Agreement shall
		impose any obligation on such purchaser unless so agreed by the purchaser. If a
		sale or transfer pursuant to this Paragraph relates substantially to one or
		more jurisdictions subject to the exclusivity provisions of this Agreement, the
		non-selling party shall be released from the exclusivity provisions of this
		Agreement with respect to such jurisdiction or jurisdictions. In the event of a
		sale, transfer or reinsurance arrangement as described above by the selling
		party which would reasonably be expected to reduce by fifty percent (50%) or
		more that party’s expected annual premium from the Integrated Product, the
		non-selling party shall have a right to terminate this Agreement upon the
		completion of such sale, transfer or reinsurance arrangement.

	  

	 15. Jointly
		Owned Intellectual Property. It is
		agreed that upon termination of this Agreement any jointly owned product names
		or other jointly owned-intellectual property (excluding any listing of brokers,
		subscribers or policyholders associated with the Integrated Product) may not be
		used by either party until the parties mutually agree otherwise or one party
		purchases all rights to such intellectual property from the other in accordance
		with the following procedure. Either party may offer the other party the right
		to both purchase or sell the intellectual property at a specified price. The
		parry receiving the offer shall have ten (10) business days to elect to
		purchase or sell such properly at such price. Thereafter the parties shall
		execute a mutually acceptable agreement transferring all rights in the
		intellectual property accordingly. 

	  

	 16. Indemnification. To the
		fullest extent allowed by law, Blue Cross shall indemnify and hold harmless
		EICN, its subsidiaries, affiliates, agents and their directors, officers,
		

	  

	 
		*
		  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.
 

	  

	 
 
	  

	 employees
		and agents, for any claim, demand, loss, lawsuit, settlement, judgment, or
		other liability, and all related expenses which may accrue, arising from or in
		connection with a claim of a third party arising from a negligent or otherwise
		wrongful act or omission of Blue Cross, its agents, or employees (including but
		not limited to any failure by Blue Cross to pay an Integrated Product Large
		Group medical claim). EICN shall provide Blue Cross with written notice within
		ten (10) business days of discovering the existence of any claim, demand or
		other matter to which the indemnification obligations contained herein would
		apply, and shall include with such notification a true copy of any and all
		complaints, correspondence documents, and other materials relating to such
		claim, suit, proceeding, action or demand. Upon request, Blue Cross shall
		provide EICN with written assurance that it will defend EICN, at Blue
		Cross’s expense and with counsel of EICN’s selection. If Blue Cross
		should fail to provide EICN with such written assurance, or otherwise fails to
		defend EICN, EICN, upon written notice to Blue Cross, shall have the right, but
		not the obligation, to undertake the defense of, and to compromise and settle
		(exercising reasonable business judgment) the claim, demand, suit, proceeding
		or action on behalf, for the account, and at the risk of, Blue
		Cross.

	  

	 To the
		fullest extent allowed by law, EICN shall indemnify and hold harmless Blue
		Cross, its subsidiaries, affiliates, agents and their directors, officers,
		employees and agents, for any claim, demand, lose, lawsuit, settlement,
		judgment, or other liability, and all related expenses which may accrue,
		arising from or in connection with a claim of a third party arising from a
		negligent or otherwise wrongful act or omission of EICN, its agents or
		employees (including but not limited to any failure by EICN or by any companly
		on whose paper Integrated Product workers’ compensation coverage is
		written to pay any Integrated Product workers’ compensation claim). Blue
		Cross shall provide EICN with written notice within ten (10) business days of
		discovering the existence of any claim, demand or other matter to which the
		indemnification obligations contained herein would apply, and shall include
		with such notification a true copy of any and all complaints, correspondence,
		documents, and other materials relating to such claim, suit, proceeding, action
		or demand. Upon request, EICN shall provide Blue Cross with written assurance
		that it will defend Blue Cross, at EICN’s expense and with counsel of Blue
		Cross’s selection. If EICN should fail to provide Blue Cross with such
		written assurance, or otherwise fails to defend Blue Cross, Blue Cross, upon
		written notice to EICN, shall have the right, but not the obligation, to
		undertake the defense of, and to compromise and settle (exercising reasonable
		business judgment) the claim, demand, suit, proceeding or action on
		behalf’, for the account, and at the risk of, EICN.

	  

	 If each
		party claims and is entitled to indemnity from the other, the liability of each
		to the other shall be determined according to principles of comparative fault.
		Indemnity shall include damages, reasonable costs, reasonable expense, and
		reasonable attorney’s fees as incurred by the party
		indemnified.

	  

	 17. Insurance. Blue
		Cross shall require Blue Cross Providers to carry and maintain appropriate
		professional liability insurance with limit of no less than One Million Dollars
		($1,000,000) for any single incident and Three Million Dollars ($3,000,000)
		aggregate (or such lower limits which Blue Cross’s provider contracts
		permit Blue Cross Providers to carry in certain jurisdictions because of lower
		local provider community standards for maintenance of insurance).

	  

	 
		*
		  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.
 

	  

	 
 
	  

	 18. Notice.
		Notices under this Agreement shall be addressed as follows: 

	  

	  
		To Blue Cross at:

	  

	 21555
		Oxnard St., 2D 

	 Woodland
		Dills, CA 91367 

	 Attention:
		Laurence M. Rehhaut 

	 Vice
		President & General Manager Key & Major Accounts, 

	 BCC
		Large Group

	  

	  
		and 

	  

	 One
		WellPoint Way 

	 Thousand
		Oaks, CA 91362 

	 Attention:
		General Counsel

	  

	  
		To EICN at:

	  

	 Employers
		Compensation Insurance Company 

	 500
		North Brand Blvd, 

	 Suite
		800

	 Glendale,
		CA 91203

	 Attention:
		David Quezada, President

	 Strategic
		Markets Region

	  

	 Employers
		Compensation Insurance Company 

	 9790
		Gateway Drive, Suite 200

	 Reno, NV
		89511

	 Attention:
		General Counsel

	  

	 19. Binding
		Agreement.
		Subject to Paragraph 29(d) hereof, this Agreement shall be binding upon and
		inure to the benefit of the successors and assigns of the parties
		hereto.

	  

	 20. Governing
		Law. This
		Agreement shall be governed by and construed in accordance with the internal
		laws of the State of California without regard to conflicts of laws principles
		thereof.

	  

	 21. Management
		of Integrated Product. The
		parties agree that the success of the Integrated Product will require
		continuous communication and coordination between the managements of EICN and
		Blue Cross. Each party shall appoint a Senior Officer as an Executive Sponsor
		who shall for that party make all decisions related to the underwriting,
		distribution, marketing, advertising and other administration of the Integrated
		Product pursuant to this Agreement. The Executive Sponsors shall meet no less
		frequently than annually to review outstanding issues and the performance of
		the program, including all marketing and advertising issues. David Quezada is
		designated as the initial Executive Sponsor for EICN and Laurence M. Rehhaut is
		designated as the initial Executive Sponsor for Blue Cross. Each party may
		designate a replacement Executive Sponsor upon written notice to the
		other.

	  

	 
		*
		  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.
 

	  

	 
 
	  

	 22. Dispute
		Resolution and Arbitration. Any
		controversy, claim or dispute arising out of or relating to this Agreement, or
		any other matter between or among the parties hereto, their assignees,
		affiliates, attorneys, or agents, shall be settled by binding arbitration in
		Los Angeles County, California. Arbitration shall be conducted in accordance
		with the currently prevailing commercial arbitration rules of the American
		Arbitration Association, but shall be before J.A.M.S./Endispute
		(“JAMS”), with the following exceptions if in conflict: (a) one
		neutral arbitrator shall be chosen by JAMS if the parties are first unable to
		mutually agree on one arbitrator; (b) each party to the arbitration will pay
		its pro rata share of the expenses and fees of the arbitrator, together with
		other expenses of the arbitration incurred or approved by the arbitrator; and
		(c) arbitration may proceed in the absence of any party if written notice
		(pursuant to the American Arbitration Association’s rules and regulations)
		of the proceedings has been given to such party. The parties agree to abide by
		all decisions and awards rendered in such proceedings. Such decisions and
		awards rendered by the arbitrators) shall be final and conclusive and may be
		entered in any court having jurisdiction thereof as a basis of judgment and of
		the issuance of execution for its collection. All such controversies, claims or
		disputes shall be settled in this manner in lieu of any action at law or
		equity. The arbitrator shall not have the power or authority to award punitive
		damages, consequential damages, lost profits or speculative damages, but shall
		be empowered to award equitable remedies as appropriate. The parties shall keep
		confidential the existence of the claim, controversy or disputes from third
		parties (other than the arbitrator), and the determination thereof, unless
		otherwise required by law. IF FOR ANY REASON THIS ARBITRATION CLAUSE BECOMES
		NOT APPLICABLE, THEN EACH PARTY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
		LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE
		RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR
		RELATING TO THIS AGREEMENT OR ANY OTHER MATTER INVOLVING THE PARTIES
		HERETO.

	  

	 23. Independent
		Contractor Status.


	  

	 (a) At all
		times, the relationship between the parties hereto shall be that of independent
		entities contracting with one another at arm’s
		length toward an independent contractor relationship. Neither party shall be
		deemed the agent of the other, and no joint venture or partnership shall be
		deemed to result from this Agreement.

	  

	 (b) Neither
		party shall have the authority to bind the other, nor propose to do so in any
		dealings with third parties.

	  

	 24. Confidentiality
		and Proprietary Rights.


	  

	 (a) Each
		party acknowledges that the other party’s
		confidential information constitutes valuable property and trade secrets of the
		other party, which are entitled to protection. Subject to the following two
		sentences, each party shall hold all confidential information of the other
		party in strict confidence and neither party nor any of its affiliates or
		representatives shall directly or indirectly: a) use or permit the use of any
		of the confidential information for, or in connection with, any business of the
		other or any affiliated company, its representatives of any other person
		whatsoever, or for any purpose other than the performance under this Agreement,
		or b) disclose or permit the disclosure 

	  

	 
		*
		  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.
 

	  

	 
 
	  

	 of any
		of the other party’s confidential information to any person or entity
		other than the other party’s representatives. However, the agreement to
		hold confidential information in confidence and not to disclose it shall not
		extend to the following information that would otherwise constitute
		confidential information.

	  

	 
			 	
				i.

					
				Information
				  that, at the time of the use or disclosure, was readily ascertainable from
				  public sources or was known by or available to competitors, clients or
				  customers of either party, by publication or otherwise, except for sources
				  which arise by virtue of this Agreement;
 

 

	  

	 
			 	
				ii.

					
				Information
				  that comes into one party’s
				  possession from a third party and that was not acquired by such third party
				  from the other in violation of such third party’s obligations of
				  confidentiality.
 

 

	  

	 
			 	
				iii.

					
				Information
				  that has become generally available to the public through no act or omission of
				  the receiving party or any of its subsidiaries or representatives;
				  or
 

 

	  

	 
			 	
				iv.

					
				Information
				  required to be disclosed by law, regulation or judicial or administrative
				  order. In addition, either party may disclose confidential information of the
				  other party to the disclosing party’s legal counsel.
 

 

	  

	 (b) Notwithstanding
		anything to the contrary in this Paragraph 24, EICN is not restricted from
		directly contracting with any of the Blue Cross Providers during the term of
		this Agreement or otherwise, and, following termination of this Agreement,
		neither party shall be restricted in using information regarding the brokers,
		subscribers and policyholders associated with the Integrated
		Product.

	  

	 (c) Other
		than in furtherance of such party’s
		obligations under this Agreement, neither party shall duplicate, copy or
		reproduce any of the confidential information except with the prior consent of
		the other party, or except for review by such party’s officers or
		shareholders or their representatives. if either party consents to the copying
		of any confidential information, then the receiving party or its
		representative, as the case may be, may make duplicate copies of the
		confidential information but such duplicate copies shall be subject to all of
		the provisions of this Agreement including, without limitations, the provisions
		set forth in this Section.

	  

	 (d) Within
		ten (10) days after a party receives a written request from the other party for
		the return of confidential information, the receiving party shall deliver all
		documents constituting such confidential information, including all copies,
		reproductions, extracts and summaries of such confidential information to such
		requesting party except to the extent that such confidential information
		relates to a client of the receiving party and is necessary to continue to meet
		the obligations of the receiving party to its client or must be maintained to
		document the services provided to client. Any portion of the confidential
		information that consists of analysis, computations, studies or notes prepared
		by the 

	  

	 
		*
		  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.
 

	  

	 
 
	  

	 receiving
		party or its representatives, shall be either held by the receiving party and
		kept confidential subject to the terms of this Agreement or
		destroyed.

	  

	 (e) Without
		in any way limiting any other obligations or liability of each party under this
		Agreement, each party shall take all appropriate and reasonable action by
		instruction or otherwise, to prevent the unauthorized use, disclosure or
		copying of confidential information, and shall take reasonable precautions to
		protect and maintain the confidentiality of the confidential information. Each
		party shall advise its representatives of the terms of this Section, and use
		reasonable efforts to cause each of them to comply with its terms. Each party
		shall immediately notify the other of the circumstances surrounding any breach
		of this Paragraph of which any party becomes aware.

	  

	 (f) Each
		party agrees that if it breaches any provision of this Paragraph 24, the other
		party may not have an adequate remedy at law, and, in addition to any other
		available remedies, the damaged party is entitled to injunctive relief against
		the breaching party.

	  

	 (g) Without
		limiting the scope of the term “confidential information,” the
		parties specifically agree that the term includes pricing (including network
		contract rates), rating, eligibility and other underwriting information of each
		party.

	  

	 25. Books,
		Records, And Financial Reporting.


	  

	 (a) EICN
		shall have the right through its representatives to make an examination and
		audit, at EICN’s
		sole expense, upon reasonable prior notice and subject to such written
		agreement as Blue Cross shall reasonably determine may be necessary or
		desirable to protect confidential, proprietary of trade secret information,
		during normal business hours, of any records kept pursuant to this Agreement by
		Blue Cross as may, under recognized accounting practices, contain information
		bearing upon the amount of fees payable to EICN or Blue Cross under this
		Agreement or as to the services provided by Blue Cross under this Agreement.
		Prompt adjustment shall be made by the proper party to compensate for any
		errors or omissions disclosed by such examination or audit which are accepted
		by the party to be charged as correct. Any such audit shall not, however, be
		conducted by any person or entity which is related to, or is affiliated with, a
		competitor of Blue Cross.

	  

	 (b) Blue
		Cross shall have the right through its representatives to make an examination
		and audit, at Blue Cross’s sole expense, upon reasonable prior notice and
		subject to such written agreement as EICN shall reasonably determine may be
		necessary or desirable to protect confidential, proprietary of trade secret
		information, during normal business hours, of any records kept pursuant to this
		Agreement by EICN as may, under recognized accounting practices, contain
		information bearing upon the amount of fees payable to EICN or Blue Cross under
		this Agreement or as to the services provided by EICN under this Agreement.
		Prompt adjustment shall be made by the proper party to compensate for any
		errors or omissions disclosed by such examination or audit which are accepted
		by the party to be charged as correct. Any such audit shall not, however, be
		conducted by any person or entity which is related to, or is affiliated with, a
		competitor of EICN.

	  

	 
		*
		  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) EICN
		will furnish Blue Cross with copies of quarterly and annual financial
		statements as filed with the Insurance regulatory or it domiciliary state when
		requested by Blue Cross.

	  

	 26. General
		Provisions.


	  

	 (a) Non-solicitation
		of Employees. For
		the period commencing on the effective date of this Agreement and ending on the
		day that is one (1) year after termination of this Agreement, neither party
		shall, solicit to hire or solicit to employ any employee of the other party or
		induce or endeavor to induce any employee of the other party to leave his or
		her employment, other than as part of a general solicitation of employees not
		directed specifically to the other party or the other party’s employees.
		For purposes hereof, the term “employee” shall not include a person
		whose employment has been terminated or who has been given notice that he or
		she is to be terminated.

	  

	 (b) Waiver. The
		waiver by either party of a breach or a violation of any provision of this
		Agreement shall not operate or be construed to operate as a waiver of any
		subsequent breach hereof.

	  

	 (c) Entire
		Agreement. This
		Agreement contains all the terms and conditions agreed upon by the parties
		hereto regarding the subject matter of this Agreement. Any prior agreements,
		promises, negotiations, or representations, either oral or written, relating to
		the subject matter of this Agreement not expressly set forth in this Agreement
		are of no force or effect.

	  

	 (d) Assignment. This
		Agreement, including the right to receive money, shall not be assigned without
		the prior written consent of the parties, which consent shall not be
		unreasonably withheld; and any purported assignment made contrary hereto shall
		be void as to the non-assigning party. For purposes of this Paragraph, the term
		“assignment” shall include an assignment by operation of law (by
		merger or otherwise), or a change in control of the majority of the outstanding
		shares of Blue Cross or EICN. Consent may be withheld by either party if the
		proposed assignee fails to execute an agreement similar to this Agreement
		satisfactory to either party, or if any payments remain due either party at the
		time of such assignment. Notwithstanding, the foregoing, the parties agree that
		either party shall be free without the other’s consent to assign rights or
		delegate duties to an affiliate or wholly-owned subsidiary.

	  

	 (e) Third
		Party Beneficiary Rights. It is
		not the intent of the Agreement to create any third party beneficiary rights in
		Blue Cross providers or anyone else and this Agreement shall not be deemed to
		create any such rights.

	  

	 (f) Amendment. This
		Agreement may be amended, supplemented or modified only by a written instrument
		duly executed by or on behalf of each party hereto. The parties agree to
		negotiate in good faith appropriate amendment(s) to this Agreement, upon the
		request of one party to either expand joint marketing activities to include
		medical coverage written by Blue Cross affiliates in state other than
		California or to expand joint marketing activities to include medical coverage
		written by Blue Cross’ Large Group division.

	 
		 

		*
		  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.
 

	  

	 
 
	  

	 IN
		WITNESS WHEREOF, the
		parties hereto have caused this Agreement to be executed by their respective
		officers or agents thereunto duly authorized, as of the Effective
		Date.

	  

	 
			 BLUE
				CROSS	 	 	 EICN
	 	 	 	 
	/s/ Laurence M.
				Rehhaut   	 	 	/s/ Martin J.
				Welch    
	
				

				Laurence
				  M. Rehhaut 

				
				  VP &
					 General Manager

				  
					 Blue
						Cross of California Large Group
 
 
 	 	 	
				

				Martin
				  J. Welch 

				
				  President
					 and Operating Officer
 
 

 

	  

	 *
		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.


	 
 
	 


	 EXHIBIT
		A

	  

	 DEFINITION
		OF INTEGRATED PRODUCT 

	  

	 The
		Integrated Product shall be defined by the following:

	  

	 Customer
		Group:
		California employer groups designated and classified by Blue Cross as
		“Large Group business” and written by Blue Cross.

	  

	 Products
		Offered:


	  

	 Blue
		Cross: insured Large Group medical products. 

	  

	 EICN:
		insured workers’ compensation coverage.

	  

	 For
		purposes of exclusivity, an Integrated Product is defined as any insured
		product sold or offered to Customer Groups for which Blue Cross offers Large
		Group medical coverage and EICN offers workers’ compensation coverage and
		which has joint marketing collateral and a jointly utilized network
		arrangement.

	  

	 New
		Product Design and Approval: Both
		parties are encouraged to design and implement new components of Integrated
		Products during the course of the Agreement. Mutual consent as to the joint
		structure and combination of any new components of Integrated Products will be
		required. Examples of product design considerations include but are not limited
		to: products offered, product decisions and approval.

	  

	 Pricing: EICN
		anticipates that it will continue to offer a workers’ compensation rate
		adjustment on an Integrated Product; however, EICN may adjust or terminate such
		rate adjustment at its discretion.

	  

	 * 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.