**Exhibit
10(dddd.3)**
 
 
 
 
 **CLAIMS
ADMINISTRATION AGREEMENT**
 (Hereinafter
called the “Agreement”)
 
 between
 ****
 **ADMINISTRATORS
FOR THE PROFESSIONS, INC** .
 (Hereinafter
called “AFP”)
 
 and
  **PHYSICIANS’
RECIPROCAL MANAGERS, INC.**
 (Hereinafter
called the “Company”)
 
 
 The
Company extends claims authority to AFP as follows:
 
 All
claims shall be administered by Administrators for the Professions, Inc. (“AFP”)
on behalf of the Company.
 
 It is
agreed that AFP shall be responsible for and administer claims arising under the
Company’s policies which constitute the Business, subject to the requirements
and limitations set forth below:
 
 A.
    All
      subject claims shall be handled by AFP until their final disposition,
      except as otherwise indicated in this Agreement, and in compliance with
      all applicable laws, regulations and guidelines. AFP shall establish and
      maintain claim files on each claim reported and advise the insured of
      procedures to be followed when a claim
arises.
 
 B.
    Reporting
      Requirements
 
 1.
    AFP
      must report all claims on monthly bordereaux which reflect the status and
      change of status for each claim. Each claim so reported will reflect an
      individual Company claim number assigned by AFP and in a format acceptable
      to the Company. Such bordereaux will be provided to the Company as
      specified in Section F., Monthly Reporting, subsection - Claims
      Bordereaux. Additionally, AFP shall prepare detailed written reports on
      any particular claim as may be requested by the
Company.
   2.
    All
      claims involving any one of the following criteria outlined below will be
      considered a “Catastrophic Occurrence.”
 
 a.
    Incidents
      involving a fatality.
 
 b.
    Brain
      damage injuries (skull fracture, concussion, loss of consciousness,
      etc.)
 
 c.
    Spinal
      injury with potential for paraplegia or
quadriplegia.
 
 d.
    Dismemberment
      or other serious disfigurement potential.
 
 e.
    Injuries
      involving nerve damage.
 
 f.
    Burn
      injuries.
 
 g.
    Injuries
      involving a fracture or multiple fractures.
 
 h.
    Serious
      vision and/or hearing impairment injuries.
 
 i.
    Environmental
      claims.
 
 j.
    Any
      claim involving extra contractual obligations, excess, or direct claims
      against the company or State Insurance Department
    inquiries.
 
 k.
    Any
      claims or loss involving class actions.
 
 l.
    Any
      claim alleging sexual abuse or molestation.
 
 m.
    Any
      claim valued in excess of $500,000
indemnity.
  3.
    All
      Catastrophic Occurrences, as defined in Section A(2), will be subject to
      the following additional reporting
requirements:
 
 a.
    AFP
      will report such claims to the Company immediately upon notice or receipt
      by AFP and on a monthly basis, as described in Section
  F.
 
 b.
    AFP
      will report these claims, regardless of its opinion as to likelihood of
      liability for each such Catastrophic
Occurrence.
 
 c.
    AFP
      will also provide a written report concerning the development of these
      Catastrophic Occurrence Claims on a regular basis, at intervals not to
      exceed 90 days or sooner upon notice of material
    development.
 
 
 C.
    AFP’s
      Authority
 
 1.
    All
      claims shall be autonomously handled by AFP and shall have authority to
      initiate or transact a settlement or compromise, or make full payment of
      the indemnity demands for such claims.
 
 2.
    AFP
      shall provide immediate written notice to the Company of any claim in
      which coverage is denied to an Insured without the advice of outside
      counsel. A complete copy of the claim file shall accompany such notice and
      all subsequent correspondence received or produced information shall
      immediately be forwarded to the Company.
 
 3.
    AFP
      shall provide immediate written notice to the Company of any claim
      immediately upon AFP reasonably determining that the expected indemnity
      value will equal or exceed $500,000. A complete copy of the claim file
      shall be sent to the Company upon their
request.
 
 4.
    AFP
      is authorized to incur such reasonable expenses allocable to individual
      claims as are necessary for the proper administration of this
      Agreement.
 
 D.
    Indemnity
      Payments
 
 AFP shall
arrange for and make indemnity payments, in compliance with Section C., above,
and in conformance with the following:
 
 1.
    Claim
      payments do not require written authority and approval from the
      Company.
 
 2.
    Indemnity
      payments will be made by the Company at the request of AFP within 48 hours
      of receipt from the reinsurer of the indemnity amount
      requested.
 
 E.
    Expense
      Payments
 
 AFP shall
arrange for and make payment of expenses reasonably incurred by it, pursuant to
Section C. of this Agreement, and in conformance with the following
restrictions:
 
 1.
    Expenses
      not incurred directly by AFP:
 
 a.
    Expense
      payments do not require written authority and approval from the
      Company.
 
 b.
    Expenses
      directly incurred by AFP.
 
 
 c.
    Expense
      payments will be made by AFP from the fiduciary account and such payments
      will be deducted from the monthly premium remitted to the Company and the
      reinsurer as their interests appear. If, however, expense payments are
      more than the premium for the month, the Company will remit to AFP the
      additional amount required within 48 hours of receiving payment from the
      reinsurer.
 
 2.
    Expenses
      Directly Incurred by AFP.
 
 a.
    Labor
      Expenses of AFP:
 
 $750.00
per claim file per year, or if open for part of a year, prorated from the first
day of the month of opening to the first day of the month following the month of
closing. Payment shall be made monthly and in advance, the first payment to
include the month of opening and the month that follows.
  b.
    Other
      AFP Expenses:
 
 AFP shall
be entitled to reimbursement by the Company and its reinsurer as their interests
appear for the cost of the following internal expenses incurred by its
employees:
 
 i.
    Fees
      to obtain records, x-rays and study models;
 ii.
    Fees
      for copying records, x-rays and study
models;
 iii.
    Fees
      for expert review of file;
 iv.
    Fees
      for clinical examination of
plaintiff/claimant;
 v.
    Fees
      for outside investigator for background investigation, i.e., fraud,
      criminal;
 vi.
    Fees for service of legal papers or
subpoenas;
 vii.
    Court reporter bills for deposition and/or trial
transcripts;
 viii.
    Fees to obtain prior transcripts for experts, both ours and our
      adversary's;
 ix.
    Fees to obtain material related to investigation, i.e., legal research
      and/or medical research;
 x.
    Fees to obtain information from governmental agencies related to
      Insured or claimants;
 xi.
    Fees to Insureds for attendance at trial as provided for under the
      policy, and
 xii.
    Any other specific expenses approved, in writing, by the
    Company.
 
 
 F.
    Monthly
      Reporting
  1.
    Claims
      Bordereau
 
 a.
    AFP
      shall provide a separate Inception-to-Date and a Month-to-Date Claims
      Bordereaux, on a diskette (on a format agreed upon by AFP and the Company)
      as well as a hard copy by the 25thof
      every calendar month or the last prior working day. Such Claims Bordereaux
      shall include the following information:
 
 1.
    Inception-to-Date
      Claims Bordereau
 
 a.
    AFP
      Claim Number
 b.
    Company
      Claim Number
 c.
    Policy
      Number
 d.
    Named
      Insured
 e.
    Policy
      Effective Date
 f.
    Policy
      Expiration Date
 g.
    Retroactive
      Date
 h.
    Status
      of Claim (open/closed)
 i.
    Claimant
      Name
 j.
    Date
      of Loss
 k.
    Report
      Date of Loss
 l.
    ITD
      Balance of Outstanding Reserves
 m.
    ITD
      Balance of Losses Paid
 n.
    ITD
      Balances of Expenses Paid (Outside)
 o.
    ITD
      Balances of Expenses Paid (Inside)
 p.
    ITD
      Subrogation Recoveries
 q.
    ITD
      Subrogation Expenses
 r.
    ITD
      Amount of Claim (sum of l-r)
 2.
    Month-to-Date
      Claims Bordereau
 a.
    AFP
      Claim Number
 b.
    Company
      Claim Number
 c.
    Policy
      Number
 d.
    Named
      Insured
 e.
    Policy
      Effective Date
 f.
    Policy
      Expiration Date
 g.
    Retroactive
      Date
 h.
    Status
      of Claim (open/closed/changed)
 i.
    Claimant
      Name
 j.
    Date
      of Loss
 k.
    Report
      Date of Loss
 l.
    MTD
      Outstanding Reserves
 m.
    MTD
      Losses paid
 n.
    MTD
      Expenses Paid (Outside)
 o.
    MTD
      Expenses Paid (Inside)
 p.
    MTD
      Subrogation Recoveries
 q.
    MTD
      Subrogation Expenses
 r.
    MTD
      Amount of Claim (sum of l-r)
  G.
    Recovery
 AFP shall
diligently pursue all avenues of possible recovery, i.e., subrogation or
recovery or recoupment of loss or expense paid. All recoveries must be made
payable to the Company and its reinsurer as their interests appear. The amount
of the Recovery paid shall be included in the bordereaux which reflects activity
for the month that the Recovery was received by AFP. AFP shall provide any
additional details concerning a recovery as may be requested by the
Company.
  H.
    Service
      of Suit
 
 The
Company hereby appoints AFP agent for service of process on any suit or
proceeding involving a claim or loss arising out of a policy issued by
Professional Medical Administrators, L.L.C. on behalf of the
Company.
 
 I.
    Compensation
 
 AFP’s
full compensation for rendering claims services for the Business as provided
herein shall be its direct incurred labor expenses detailed in Section E.2.a.,
above.
 
 
 
  AFP and
the Company, intending to be bound, have executed this Claims Administration
Agreement in duplicate, each of which shall serve as an original:
 
 Physicians’
Reciprocal Managers, Inc.
 
 
 /s/
Ronald K. Schnurr
 Ronald K.
Schnurr
 Executive
Vice President
 Physicians’
Reciprocal Managers, Inc.
 
 
 Administrators
for the Professions, Inc.
 
 
 /s/
Anthony Bonomo
 Anthony
Bonomo
 Chief
Executive Officer/President
 Administrators
for the Professions, Inc.