Exhibit 10.9 





                              



	
	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) 






BUSINESS COVERED: 



	 	
Workers’
Compensation and Employers 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
$199,319,960 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 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 this policy.
Such amounts will not serve to erode the applicable aggregate limits provided by this
Deductible Liability Policies issued. 










EFFECTIVE DATE:  



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



EXPIRATION DATE: 



        July 1,
2004, 12:01 AM EST, with regard to the Policy issued by the Insurer. 



TRANSACTION DATE: 



	 	
September
30, 2004 






BUYOUT PERIOD: 



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






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 Agreement. 






AGGREGATE LIMIT —
$173,519,448 



	 	
This
policy will respond to the applicable individual Policy and annual aggregates under the
policies defined in Item 19 herein, subject always to the maximum aggregate limit of
$173,519,448. 






RETAINED AMOUNT COVERED: 



	 	
This
Binder covers, from first dollar of loss up to a per occurrence retained amount of
$1,000,000, each and every occurrence. 






	 	
In
absolutely no instance does this Binder contemplate paying more than the
lesser of the actual retained amounts in the underlying program or the following retention
for any one occurrence: 






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



















	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 

















LOSS REIMBURSEMENT AND
CLAIMS HANDLING: 



	 	
Reports
and remittances between the Insurer, the Insured and the Claims Administrators are subject
to final contract wording, including all exhibits and addenda, to be determined. The
transaction will  not cover fees for: unallocated claims handling,
(including but not limited to TPA claims handling fees), escrows and fees necessary for
the claim adjusters 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
(hereinafter referred to as “The Claims Administrator”). 






FORMS: 



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






     	 	(1) 	
          Deductible Liability Protection Policy with a Cut Through and an Assignment of
          Return Premium and Loss Payments to CNA. The Deductible Liability Protection
          Policy may not be amended, endorsed, or terminated by any party without the
          prior written consent from an officer of CNA, nor may the assets comprising the
          experience account of the Deductible Liability Protection Policy be pledged or
          assigned to any third party and such assets shall be kept free of any liens,
          encumbrances or adverse claims. 


          



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


          



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 outlined 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
                    covered policies. 


                    



               	 	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 Insureds 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 agree 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
                    Insurer’s and Original Insurer’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 Original Insurer as assignee of the Insured, and the Insurer 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 Employers 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 Employers
                    Liability only, and excludes all coverages as excluded from protection in the
                    applicable Deductible Liability Protection Policy. 


                    






               	 	19. 	
                    There will be a cut through whereby, in the event of insolvency, CNA, as the
                    Insured’s assignee of loss payments under the DLPP to be issued by National
                    Union Fire Insurance Company of Vermont can go directly to National Union Fire
                    Insurance Company of Pittsburgh, Pennsylvania for all outstanding and unpaid
                    reimbursements to be made under the DLPP policies to be issued by National Union
                    Fire Insurance Company of Vermont. In such an event, National Union Fire
                    Insurance Company of Pittsburgh, Pennsylvania will carry out in total all of the
                    obligations of National Union Fire Insurance Company of Vermont under the DLPP
                    subject to the terms and conditions of the DLPP policies. All obligations to the
                    Insured or CNA under the DLPP will not be impaired by an insolvency of National
                    Union Fire Insurance Company of Vermont. As used in the cut through, the term
                    “insolvency” shall mean in the event that National Union Fire
                    Insurance Company of Vermont: 


                    



     	1. 	       

           is unable to pay any obligation within 30 days after it becomes payable; or 


          





	2.  	       
has
admitted assets which do not exceed its liabilities plus the greater of:  








     	(i) 	       

           any capital and surplus required by law for its organization; or








	(ii)  	       
the
total par or stated value of its authorized and issued capital stock; or  







	3. 	
                 is
placed into supervision, rehabilitation or liquidation.  






               	 	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 Deductible Liability
                    Protection Policies to be issued by the Insurer (National Union Fire Insurance
                    Company of Vermont). 


                    





	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)







	 	
And
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 this policy. 










CONSENTED AND AGREED TO: 



     I.    
          Insured: GEVITY HR INC. 


















			
	By: /s/ Peter C Grabowski
		
	Title: Senior Vice President, Chief Financial Officer
		
	Date: October 1, 2004
		







     II.    
          a. Insurer: 



NATIONAL UNION FIRE INSURANCE

COMPANY OF VERMONT 


			
	By: /s/ Russell Johnston
		
	Title: President

		
	Date: September 30, 2004
		




     III.    
          Original Insurer(s): 



CNA:
CONTINENTAL CASUALTY COMPANY,
NATIONAL FIRE INSURANCE
 COMPANY, TRANSCONTINENTAL INSURANCE COMPANY
AND
 TRANSPORTATION INSURANCE COMPANY 




			
	By: /s/ David A Murray
		
	Title: Senior Vice President

		
	Date: September 30, 2004