Exhibit 10.8 



	
	Binder






INSURER: 



National Union Fire
Insurance Company of Vermont 



ORIGINAL INSURER: 



Continental Casualty
Company, National Fire Insurance Company, Transcontinental Insurance Company and Transportation

Insurance Company (collectively, “CNA”) of Chicago, Illinois 



INSURED: 



Gevity HR Inc. (formerly known as
Staff Leasing) 



CLAIMS ADMINISTRATOR: 



RSKCo 



BUSINESS COVERED: 



Workers’ Compensation and
Employer’s Liability, as pertaining to the policies issued to the Insured for their
retained liabilities. 



Coverage will not extend to the state
of Texas for the Policy Year January 1, 2000 to December 31, 2000. 



Coverage is restricted to the policy
numbers listed in #20 of the Additional Terms section in this binder, and will exclude all
other Guaranteed Cost Coverage. 



This policy will only cover Paid
Losses and Allocated Loss Adjustment Expenses for those policies listed in #20 of the
Additional Terms section of this Binder that: 



         1)       
          are paid by the Insured after June 30, 2004, and 



         2)       
          exceed $199,451,629 of Paid Losses and Allocated Loss Adjustment Expenses. 



Such reimbursement will continue
until exhaustion of limits, stated in this agreement, or commutation of the Deductible
Liability Policies issued. 









To the extent that there are
unreimbursed loss amounts (included in the RSKCo paid amount in 2, above) due and owing to
CNA after this date, the Insurer will grant reimbursement for amounts shown as paid on the
RSKCo Loss Run prior to 6/30/04 but not yet reimbursed to CNA, provided such amounts are
presented within 180 days of the inception date of the Deductible Liability Protection
Policy (“DLPP”) to be issued by the Insurer. 



In addition, the Insured agrees that
to the extent that there are amounts paid which are included in the $199,451,629 amount
shown as paid as of 6/30/04, the Insured agrees to indemnify the Insurer for these amounts
and will execute a payment agreement for these obligations. Such amounts will not serve to
erode the Insurer’s per occurrence retention’s and aggregate limits outlined
under the DLPP policy. 



EFFECTIVE DATE OF
INSURER’S DLPP POLICY (“EFFECTIVE DATE”):  



June 30, 2004, 12:01 AM EST at the Insureds
location. 



EXPIRATION DATE OF
INSURER’S DLPP POLICY (“EXPIRATION DATE”):



July 1, 2004, 12:01 AM EST 



TRANSACTION DATE: 



September 30, 2004 



BUYOUT PERIOD: 



This Binder applies to incidents with
occurrence dates for Workers’ Compensation and Employer’s Liability between
January 1, 2000 to December 31, 2002, both end dates included. 



CURRENCY:  



US Dollars 



PREMIUM 



$102,000,000, deposited in cash on or
before the Transaction Date. 



This premium reflects the assumption
of loss liabilities in the attached Exhibit I. Premium to be considered as fully earned at
the Effective date of the DLPP Policy to be issued by the Insurer. 



Included in the premium is a charge
of $500,000 for anticipated premium taxes. If, however, determination is made by any
State(s) Regulatory Authority that reimbursements are taxable as premium, or subject to
assessments, the Insured will be charged for said taxes and/or assessments exceeding this
amount accordingly. 










LOSS FUND AND LOSS FUND
ADJUSTMENT: 



      LOSS
FUND



	 	
$94,400,000
will be deposited into an interest bearing Loss Fund (the “Loss Fund”). This
Fund will be adjusted as outlined below. Interest will be accumulated based upon an
enhanced spread of twenty (20) basis points over the 3 – Year U.S. Constant Maturity
Treasury (CMT) Yield as it reads the day the Insurer receives the premium, and will be
effective until all claims are closed. The Loss Fund Balance (the “Loss Fund
Balance”) shall include interest. 






	 	
All
interest referenced above accrues to the benefit of the Insurer, subject to the provisions
of the Loss Fund Adjustment below. 






Loss Fund Adjustment :  



        Adjustments
at: 36, 60, 84, and 120 months from the inception date of this program: 



	 	
36 Months        






	 	
Ultimate
Nominal Reserve is calculated as the Cumulative Paid Loss multiplied by [ * ], minus the
Cumulative Paid Loss, at 36 Months. (The Cumulative Paid Loss is calculated as
$199,451,629, which is actual paid as of 6/30/2004, plus Paid Loss to date at 36 Months
after the 6/30/04 Effective Date of this Agreement.) 






	 	
The
Return Premium is then calculated as the Loss Fund Balance minus the Ultimate Nominal
Reserve, with a maximum return of $5.5M. 






	 	
60
Months  






	 	
Ultimate
Nominal Reserve is calculated as the Cumulative Paid Loss multiplied by [ * ], minus the
Cumulative Paid Loss, at 60 Months. (The Cumulative Paid Loss is calculated as
$199,451,629, which is actual paid as of 6/30/2004, plus Paid Loss to date at 60 Months
after the 6/30/04 Effective Date of this Agreement.) 






	 	
The
Return Premium is then calculated as the Loss Fund Balance minus the Ultimate Nominal
Reserve, with maximum return of $5.5M, in addition to any return payment at 36 months. 







	 	* 	THIS
CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED
 SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION 












	 	
84
Months  






	 	
Ultimate
Nominal Reserve is calculated as the Cumulative Paid Loss multiplied by [ * ], minus the
Cumulative Paid Loss, at 84 Months. (The Cumulative Paid Loss is calculated as
$199,451,629, which is actual paid as of 6/30/2004, plus Paid Loss to date at 84 Months
after the 6/30/04 Effective Date of this Agreement.) 






	 	
The
Return Premium is then calculated as the Fund Balance minus the Ultimate Nominal Reserve
(inclusive of all return payments made). 






	 	
120
Months  






	 	
Ultimate
Nominal Reserve is calculated as the Cumulative Paid Loss multiplied by [ * ], minus the
Cumulative Paid Loss, at 120 Months. (The Cumulative Paid Loss is calculated as
$199,451,629, which is actual paid as of 6/30/2004, plus Paid Loss to date at 120 Months
after the 6/30/04 Effective Date of this Agreement.) 






	 	
The
Return Premium is then calculated as the Fund Balance minus the Ultimate Nominal Reserve
(inclusive of all return payments made). 






	 	
If
premium is returned to the Insured during the: 36, 60, and/or 84 Month adjustment periods,
but is later deemed necessary that all or a portion of that premium needs to be returned
to the Insurer, then an interest penalty will be levied on the amount to be returned to
the Insurer, based upon the interest rate(s) applicable between the time the premium was
first returned to the Insured, and then subsequently returned to the Insurer. 






COMMUTATION OPTION: 



At the 120 months adjustment, the
Insurer is agreeable to a commutation of 100% of the remaining fund balance, subject to
written approval from an officer of CNA. 



If this option is exercised by the
Insured, the Insured will execute a Release Agreement terminating the Insurer’s
liability under this Binder and all other transaction agreements. 



AGGREGATE LIMIT —
$173,519,448 



The Insurer’s DLPP Policy will
respond to the applicable individual policy and annual aggregates under the policies
listed in Item 20 of the Additional Terms section, subject always to the maximum aggregate
limit of $173,519,448. 



The Insured however, will be
responsible for that portion of the aggregate limit above $112,000,000 and below
$149,500,000. The Insured will execute a Payment Agreement for this exposure. 




	 	* 	THIS
CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED
 SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION 













RETAINED AMOUNT COVERED: 



The Insurer’s DLPP Policy will
cover from first dollar of loss up to a per occurrence retained amount of $1,000,000, each
and every occurrence. 



In absolutely no instance will the
coverage provided by the Insurer’s DLPP pay more than the lesser of the actual
retained amounts in the underlying program or the following retention for any one
occurrence: 






	Coverages	Named Insured	Buyout Dates
(From/To)	Retained Amount Covered
	Workers' Compensation
 and Employers Liability	Gevity HR.	1/1/2000 to 12/31/2002	$1,000,000 



Allocated Loss Adjustment Expenses
are included within the Per Occurrence retention Limit. 



LOSS REIMBURSEMENT AND
CLAIMS HANDLING: 



Reports and remittances between the
Insurer, the Insured and the Claims Administrator are subject to final contract wording,
including all exhibits and addenda, to be determined. The transaction contemplated by this
Binder  will not cover fees for: unallocated claims handling, (including,
but not limited to, Claims Administrator claims handling fees), escrows and fees necessary
for the Claims Administrator’s escrow balances. 



The funding of the escrow for claim
payments is the responsibility of the Insured. If escrow or service fees are
involved, additional agreements may be required. 



This Binder contemplates the Insurer
will reimburse paid losses on a monthly paid loss basis only. No reimbursements will be
based on incurred losses. Payments will be based off of electronic loss runs, and if not
available, then via hard copy runs from RSKCo. 



FORMS: 



Exact forms to be determined and are
subject to Insurer’s and CNA’s legal review. It is anticipated that the
following agreements will be executed: 



     (1)    
          Insurer will issue to Insured a DLPP Policy with an Assignment of Return Premium
          and Loss Payments Endorsement in favor of CNA. This policy will include Loss and
          Premium Adjustment provisions. 



     (2)    
          Any applicable Release Agreement (from an officer of CNA and Gevity) required if
          the Commutation Option is implemented. 



     (3)    
          Payment Agreement for aggregate exposure as discussed in the Aggregate Limits
          Section.








ADDITIONAL TERMS: 



     1.    
          This Binder supercedes the terms of any prior Term Sheets between the Insurer
          and the Insured. 



     2.    
          This Binder is subject to a True Up based on actual paid losses as of the
          transaction date and as addressed in the Business Covered Section above. 



     3.    
          Loss and, as applicable, allocated loss adjustment expenses, are limited to the
          Retained Amounts by Gevity under the original insured policies, and go to erode
          both the Per Occurrence and Aggregate Limits shown above, and as listed in the
          policies identified in Additional Term #20. 



     4.    
          This Binder assumes that all claim reimbursements, including but not
          limited to subrogation recoveries and Second Injury Recoveries, will be credited
          to the Insurer, subject to the excess layers subrogation and recovery clauses. 





                     5.     This Binder
is subject to receipt of an inventory and copy of each insurance
                    policy, each excess insurance policy, and other related agreements in
the Buyout                     Period. The inventory needs to identify: the carrier name,
policy number, policy                     period and limits, inclusive of deductibles or
retention’s. In addition,                     the Insured is required to provide the
Insurer with any other information                     requested by the Insurer regarding
the Insured or Claims Contracts that                     pertain to the Buyout
Period.  





                     6.     This Binder
is subject to Insurer’s approval of the Insured’s Claims
                    Administrator, and receipt by the Insurer of the current Claim
Service Agreement                     and/or special account instructions between the
Insured, its Claims                     Administrator and the underlying CNA insurers for
each coverage line. This                     Binder is subject to written confirmation
from CNA of the Insurer’s Right                     to Associate, at the sole
expense of the Insurer, with the Insured and the                     Insured’s
Claims Administrator, in the handling of claims under the CNA
                    deductible policies.This association right does not include
authority to                     settle any claims and is limited to: (i) reporting to
the Insurer all losses                     where the incurred value equals or exceeds
$75,000; and (ii) suggesting or                     recommending disposition strategies
on claims with an incurred in excess of                     $250,000. The incurred value
of a loss shall be determined by the sum of Paid                     and Outstanding
Losses and Allocated Loss Adjustment Expense. To the extent                     permitted
by CNA, the Insured grants the Insurer on-line claims access and will
                    instruct the Claims Administrator to provide such access if the
Claims                     Administrator has on-line capability.  





                     7.     The reporting
of losses shall be in a narrative form and a copy of the claim                     file
will accompany the report. This association right shall not supercede any
                    existing Insuring Agreements or Claim Service Agreements currently in
place with                     the Insured. The Insured further agrees that Insurer shall
be granted full                     access to perform claim file audits as are necessary.
For such audits, the                     Insurer shall be granted full access to all
claim files, including but not                     limited to, any reports, statements
and financial documents related to any and                     all claims.  



     8.    
          The Insured agrees that it is the expectation of the Insured, Original Insurer
          and the Insurer that claim handling will remain at the quality level as of the
          inception date of this program through the duration of the program. Should it
          become necessary, to have the claims handling function transferred to another
          third-party administrator, the Insured agrees that this cost would be entirely
          borne by the Insured. Further, if for any reason the Insured decides that it
          would like to transfer the claims handling function to another third-party
          administrator, they will first obtain mutual approval of the Insurer and the
          Original Insurer, in writing, and the Insured agrees that all costs associated
          with this transfer to the third-party administrator, will be borne entirely by
          the Insured. If the third-party administrator is changed without the
          Issuer’s approval, in writing, or if claim handling does not remain
          at the quality level as of the inception date of this Transaction
          throughout the duration of this Agreement, the Insurer and Original
          Insurer have the right to confer and under mutual consent effect a change of the
          third party administrator. The Insurer may only terminate this transaction upon
          mutual consent of the Original Insurer and will then return any premium to the
          Insured if required by law, and will be relieved of any of its obligations under
          this Transaction. Following such intended termination by the Insurer, if the
          Insurer is in any way required by law to continue reimbursing the Insured, the
          Insured agrees to indemnify Insurer for any amounts Insurer pays following such
          intended termination. 










     9.    
          This Transaction is not intended to indemnify the Insured for losses which are
          the result of an occurrence outside the stated policies within the Buyout
          Period. 



     10.    
          It is agreed by both the Insured and the Insurer that: a) The Insurer is not
          responsible for paying and/or fronting any amounts beyond the per occurrence
          and/or aggregate limits of this Transaction, b) it is unanticipated that the
          Insurer will be legally required to pay and/or front any amounts beyond the per
          occurrence or aggregate limits of this Transaction, and c) it is agreed that the
          Insurer will have no legal or contractual obligation to pay and/or front any
          amounts beyond the per occurrence or aggregate limits of this Transaction. The
          Insured agrees to fully indemnify and hold harmless the Insurer in the
          unanticipated event that the Insurer is legally required to pay and/or front any
          amounts beyond the per occurrence or aggregate limits of this Transaction. 



     11.    
          This Binder represents an indemnity transaction, and not a Program of
          Workers’ Compensation or Employer’s Liability insurance. This Binder
          is intended to indemnify the Insured for the payment of its retained portion of
          losses occurring during the specified Buyout Period as stated in the policies
          listed in #20 herein. This Transaction is not intended to indemnify the Insured
          for losses which are the result of an occurrence outside the stated Buyout
          Period. 



     12.    
          This Binder does not: (1) Relieve the Insured of any of its obligations as a
          Qualified Self-Insured in any state; (2) Satisfy the obligations of the Insured
          to provide Workers’ Compensation coverage for its employees in accordance
          with state laws; or (3) afford any direct right of action against the Insuring
          Company by a claimant under the Workers’ Compensation laws of any state. 



     13.    
          This Binder specifically excludes any or all current or future: surcharges,
          penalties, or any other charges (not already addressed) arising from or related
          to the underlying policies, regardless of whether owed by the Insured or the
          historical insurance provider (Continental Casualty Company). Such amounts
          include, but are not limited to: fees, penalties in any jurisdiction due to
          delay or refusal to make payment, premium loss adjustments, expense adjustments,
          time and expense or Loss Conversion Factor Charges, collateral, or other similar
          amounts that may be due or owing. The Insured warrants that they have provided
          the Insurer with all information known to them regarding any fines or penalties,
          including but not limited to fines and/or penalties related to delay or refusal
          to make payment. The Insured agrees to indemnify the Insurer for such fines
          and/or penalties, including interest. 



     14.    
          Coverage under this Transaction is further subject to receipt of any/all
          applicable approvals by state regulatory agencies having authority over
          Transaction and the Insured. 



     15.    
          Insured agrees to cooperate fully with Insurer in obtaining full approval of
          this transaction by applicable state regulatory agencies. 



     16.    
          This Binder does not anticipate that the Insurer will post substitute
          collateral. 









     17.    
          This Binder specifically excludes punitive damages. 



     18.    
          This Binder specifically relates to Workers’ Compensation and
          Employer’s Liability only, and excludes all coverages as excluded from
          protection in the Insurer’s DLPP Policy. 



     19.    
          There will be a cut through whereby, in the event of insolvency, the Insured or
          Original Insured as the Insured’s assignee of loss payments under the DLPP
          to be issued by Insurer, can go directly to National Union Fire Insurance
          Company of Pittsburgh, PA. (NUFICPA) for reimbursements under the DLPP to be
          issued by Insurer. In such an event, NUFICPA will carry out in total all of the
          obligations of Insurer under the DLPP subject to the terms and conditions of the
          DLPP policies. All obligations to the Insured or Original Insurer will not be
          impaired by an insolvency of the Insurer. 



     20.    
          This Binder contemplates that the Retained Deductible Amount not to exceed
          $1,000,000 (as reflected above) under the Deductible Policies listed below,
          issued by the original Insurer (CNA), be covered under the DLPP Policy to be
          issued by the Insurer) 








	January 1, 2000	January 1, 2001	January 1, 2002
	WC 189165165 (Master)	WC 189165165	WC 189165165
			
	  	WC 247848874 (Texas)	WC 247848874 (Texas)
	  	WC 247848888 (Texas)	WC 247848888 (Texas)






Insurer agrees to cover any other
deductible policy on file with the Original Insurer issued to the Insured, with an
inception date between January 1, 2000 to December 31, 2002, both end dates included,
provided however, that a list of all such policies is presented to the Insurer within 180
days of the inception of the Insurer’s DLPP Policy. 



IN WITNESS WHEREOF, the parties
hereto have caused this Binder to be executed by their duly authorized representatives. 



NATIONAL UNION FIRE
INSURANCE COMPANY OF VERMONT 






				
	By:   /s/ Russell Johnston
		
	Name:   Russell Johnston
	 	 
	Title:   President
	 	
	Date:   September 30, 2004
		







GEVITY HR INC. 


				
	By:   /s/  Peter C. Grabowski
		
	Name:   Peter C. Grabowski
	 	 
	Title:   Senior Vice President, Chief Financial Officer
	 	
	Date:   September 29, 2004