## **Exhibit 10.43**

## ** **

## **Binder For Casualty Insurance Program**

 

**for**

 

**Gevity HR Inc.**

 

## **In consultation with your Representative**

 

**Marsh USA Inc.**

 

**by**

 

**AIG Global Risk Management**

 
| ** ** | ** ** |                   |
|------------|------------|-------------------|
| ** ** | ** ** | **WE KNOW  RISK** |

 
| **PREPARED BY:**    | **MATT BILELLO &****TOM BECCONSALL** |
|---------------------|-----------------------------------------------|
| **DATED:**          | **12/23/2008**                                |
| **EFFECTIVE DATE:** | **1/1/2009**                                  |

 

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**SECTION 1          -               THECONTACTS**

 

AIG Risk Management iscommitted to providing superior service on your Insurance Program. The Peoplelisted below are the primary team representatives for your account.

 
| Contact Name:                             |   | Christopher P. Davis,  CPA, Vice President, Finance-Insurance  Solutions |
|-------------------------------------------|--------|--------------------------------------------------------------------------|
| Company Name:                             |   | Gevity HR Inc.                                                           |
| Street:                                   |   | 9000 Town Center  Parkway                                                |
| City:                                     |   | Bradenton                                                                |
| State:                                    |   | FL                                                                       |
| Zip:                                      |   | 34202                                                                    |
| Telephone #:                              |   | 941-741-4343                                                             |
|                                      |   |                                                                     |
| Your Representative  Contact Name:        |   | Michael C. Weiss                                                         |
| Company Name:                             |   | Marsh USA Inc.                                                           |
| Street:                                   |   | 1166 Avenue of the  Americas                                             |
| City:                                     |   | New York                                                                 |
| State:                                    |   | NY                                                                       |
| Zip:                                      |   | 10036                                                                    |
| Telephone #:                              |   | 212-345-3568                                                             |
|                                      |   |                                                                     |
| Our Account  Representative Contact Name: |   | Tom Becconsall,  Regional Manager                                        |
| Company Name:                             |   | AIG Risk Management                                                      |
| Street:                                   |   | Financial Square, 32  Old Slip                                           |
| City:                                     |   | New York                                                                 |
| State:                                    |   | NY                                                                       |
| Zip:                                      |   | 10005                                                                    |
| Telephone #:                              |   | 646-857-1195                                                             |
|                                      |   |                                                                     |
| Other Important  Contacts                 |   |                                                                     |
| Name:                                     |   | [*]                                                                      |
| Title:                                    |   | Underwriter                                                              |
| Telephone #                               |   | [*]                                                                      |
| Name:                                     |   | [*]                                                                      |
| Title:                                    |   | PEO Underwriter                                                          |
| Telephone #                               |   | [*]                                                                      |
| Name:                                     |   | [*]                                                                      |
| Title:                                    |   | Account Manager                                                          |
| Telephone #                               |   | [*]                                                                      |
| Name:                                     |   | [*]                                                                      |
| Title:                                    |   | Fusion Account Services  Executive                                       |
| Telephone #                               |   | [*]                                                                      |
| Name:                                     |   | [*]                                                                      |
| Title:                                    |   | Risk Analyst                                                             |
| Telephone #                               |   | [*]                                                                      |

 

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**SECTION 1          -               POLICYNUMBERS, POLICY COMPANIES**

 
| **Policy Number** | ** ** | **States Covered** | ** ** | **Company Written In**                        | ** ** | **Type of Coverage**                                      |
|------------------------|------------|-------------------------|------------|---------------------------------------------------------|------------|---------------------------------------------------------------------|
| WC Various             |       | Various                 |       | VARIOUS                                                 |       | Statutory Workers’  Compensation and Employers’ Liability |
| GL 1872057             |       | All States              |       | NATIONAL UNION FIRE  INSURANCE COMPANY OF PITTSBURGH PA |       | General Liability  (Liability other than Automobile)                |
| CA 9725653             |       | FL                      |       | ILLINOIS NATIONAL  INSURANCE COMPANY                    |       | Automobile Liability                                                |

 

ACKNOWLEDGED ONBEHALF OF:

 

This Binder is intendedto be a statement of the mutual interest of the parties with respect to theWorkers Compensation, Automobile Liability and Commercial General LiabilityRisk Management program described above and is subject to execution and deliveryof a mutually satisfactory Payment Agreement, RCAMP Agreement, and CollateralTrust Agreement.  The parties will becomelegally obligated with respect to the Workers Compensation, AutomobileLiability and Commercial General Liability Risk Management program describedabove only in accordance with the terms contained in the Payment Agreement,RCAMP Agreement and Collateral Trust Agreement relating thereto if, as and whensuch document has been executed and delivered by the parties.

 

SIGNATURES

 
| Signed by                                            |   |   | Signed by                                |   |
|------------------------------------------------------|--------|--------|------------------------------------------|--------|
|                                                 |   |   |                                     |
| Thomas Becconsall                                    |   |   | Garry J. Welsh                           |
| Regional  Manager, AIGRM National Accounts           |   |   | Chief Financial  Officer, Gevity HR Inc. |
|                                                 |   |   |                                     |
| Dated       12/23/2008 |   | Dated  |                                     |

 

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**SECTION -1 -  INFORMATION ABOUT AIG NATIONALACCOUNTS DIVISION**

 

**AIG RiskManagement - National Accounts Division**

 

For more than 20 years,AIG Risk Management (AIGRM) has been known in the marketplace as the leadingprovider of sophisticated risk management programs for large, nationalaccounts.  Our National Accounts Divisionfocuses on corporations with annual revenue in excess of $750 million. AIGRMprofessionals can devise integrated risk management programs for most hazardsand exposures in your operations. In designing a customized program for ourclients, we explore a variety of financing and coverage options: guaranteedcost; self-insured retention; large deductibles; incurred-loss and paid-lossretention plans; and captive arrangements. Buy-outs and loss portfoliotransfers are handled by a separate profit center within AIG Risk Management(Division 86). We can also combine and/or coordinate our program with a spectrumof products and services available within the diverse member companies ofAmerican International Group, Inc. (AIG), allowing us to create acomprehensive program that meets most, if not all, of your risk managementneeds. Our creative approach to solving our clients’ simplest to most difficultproblems has propelled us to be a market leader in risk management solutionsfor national corporations.

 

**QualityService**

 

In 2002, The Risk andInsurance Management Society awarded AIG the Arthur Quern Quality Award inrecognition of AIG’s Performance Management Program. Our excellence is rootedin the belief that a quality insurance program entails more than just soundunderwriting; it also requires customer-driven service. Each AIGRM client isassigned an Account Manager who focuses on your business strategies,understands your needs, and works with you to find solutions to your riskconcerns. We will work with AIG Claim Services, Inc. or your chosen thirdparty administrator to provide an effective cost-containment program. Our AIGRisk Consultants team is unmatched in its loss control and loss preventionexpertise. Additionally, we offer a variety of specialized services to enhanceyour risk management programs, including IntelliRiskã,our on-line claims management system. AIGRM professionals provide a full rangeof services to help you manage and control your overall cost of risk.

 

**FinancialStrength**

 

The AIG Companies’ratings are among the highest of any insurance and financial servicesorganization in the world. The AIG Companies provide the most extensive rangeof commercial and industrial coverages available for corporate and commercialcustomers, from large multinationals to small businesses. The AIG Companies arelongtime market leaders in most lines, including the most complex insurancelines. We typically provide the highest insurance limits available and arefirst to address new or emerging risks. Policies underwritten by the AIGCompanies provide highly-rated financial strength, and specialized claims andloss control services. AIG Companies refers to the domestic property andcasualty insurance subsidiaries of American International Group, Inc.

 

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**SECTION 2          -               PROGRAMRATES AND PREMIUMS**

 

**Rates and Estimated Premiums for:**

** **
| **Line of Business** | ** ** | **Rating Segment** | ** ** | **Coverage Plan  Type**      | ** ** | **Claims  Administrator** | ** ** | **Retention/  Deductible** | ** ** | **Estimated Losses** | ** ** |
|--------------------------------|------------|-------------------------|------------|-----------------------------------|------------|---------------------------|------------|----------------------------|------------|---------------------------|------------|
| Workers’  Compensation    |       | The Entire  Contract    |       | Deductible                        |       | AIGCS                     |       | $                          | 1,000,000  |                      | [*]        |   |
| Workers’  Compensation    |       | The Entire  Contract    |       | Full Coverage  Retention - WI, WY |       | AIGCS                     |       | $                          | 1,000,000  |                      | [*]        |   |
| Workers’  Compensation    |       | FL, TX and OR  Loss Re  |       | Deductible  Non-LRRP              |       | AIGCS                     |       | $                          | 1,000,000  |                      | [*]        |   |
| General  Liability             |       | The Entire  Contract    |       | Deductible                        |       | AIGCS                     |       | $                          | 500,000    |                      | [*]        |   |
| Automobile  Liability          |       | The Entire  Contract    |       | Deductible                        |       | AIGCS                     |       | $                          | 500,000    |                      | [*]        |   |

 

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**SECTION 2          -               PROGRAMRATES AND PREMIUMS**

 

**EstimatedSubject Premium**

 
| **Line Items**                           | ** ** | **Rates** | ** ** | **Per** | ** ** | **Basis Types**                           | ** ** | **Estimated  Basis**       | ** ** | **Minimum  Premium** | ** ** | **Estimated  Premium** | ** ** |
|-----------------------------------------------|------------|-----------|------------|---------|------------|------------------------------------------------|------------|----------------------------|------------|----------------------|------------|------------------------|------------|
| Forecast of *Subject Losses* in Final Premium |       | N/A       |       | 1       |       | Ultimate Losses                                |       | [*]                        |       | N/A                  |       | [*]                    |       |
| Insurance Charge                              |       | [*]       |       | 1       |       | Unmodified Premium excl. FL, TX & OR  |       | [*]                        |       | [*]                  |       | [*]                    |       |
| WC  Profit & Administration          |       | [*]       |       | 1       |       | Unmodified Premium excl. FL, TX & OR  |       | [*]                        |       | [*]                  |       | [*]                    |       |
| WC Claims Service  Fee                        |       | N/A       |       | 1       |       | Flat                                           |       | [*]                        |       | [*]                  |       | [*]                    |       |
| WC Taxes,  B&B and RMLs                   |       | [*]       |       | 1       |       | Unmodified  Premium excl. FL, TX & OR |       | [*]                        |       | N/A                  |       | [*]                    |       |
| NYS WC  Assessment                            |       | [*]       |       | 1       |       | NY Audited  Earned Premium                     |       | [*]                        |       | N/A                  |       | [*]                    |       |
| AL  Profit & Administration          |       | N/A       |       | 1       |       | Flat                                           |       | $                          | 0          |                 | [*]        |                   | [*]        |   |
| AL Claim Service  Fee                         |       | N/A       |       | 1       |       | Flat                                           |       | $                          | 0          |                 | [*]        |                   | [*]        |   |
| AL Taxes,  B&Bs, RMLs                     |       | N/A       |       | 1       |       | Flat                                           |       | $                          | 0          |                 | N/A        |                   | [*]        |   |
| GL  Profit & Administration          |       | N/A       |       | 1       |       | Flat                                           |       | $                          | 0          |                 | [*]        |                   | [*]        |   |
| GL Claim Service  Fee                         |       | N/A       |       | 1       |       | Flat                                           |       | $                          | 0          |                 | [*]        |                   | [*]        |   |
| GL Taxes,  B&Bs, RMLs                     |       | N/A       |       | 1       |       | Flat                                           |       | $                          | 0          |                 | N/A        |                   | [*]        |   |
|                                          |       |      |       |    |       |                                           |       | Estimated  Subject Premium |       | [*]                  |       |

 

**EstimatedNon-subject Premium**

 
| **Coverage Description**                            | ** ** | **Rates** | ** ** | **Per** | ** ** | **Basis Types**                           | ** ** | **Estimated  Basis** | ** ** | **Minimum  Premium** | ** ** | **Estimated  Premium** | ** ** |
|----------------------------------------------------------|------------|-----------|------------|---------|------------|------------------------------------------------|------------|----------------------|------------|----------------------|------------|------------------------|------------|
| AL Excess  Premium                                       |       | N/A       |       | 1       |       | Flat                                           |       | [*]                  |       | [*]                  |       | [*]                    |       |
| GL Excess  Premium                                       |       | N/A       |       | 1       |       | Flat                                           |       | [*]                  |       | [*]                  |       | [*]                    |       |
| WC Excess  Premium                                       |       | [*]       |       | 1       |       | Unmodified  Premium excl. FL, TX & OR |       | [*]                  |       | [*]                  |       | [*]                    |       |
| Florida WC  Standard Premium/ Loss Reimbursement Premium |       | N/A       |       | 1       |       | Audited Earned  Premium*****                   |       | $                    | 0          |                 | N/A        |                   | [*]        |   |
| Texas WC  Standard Premium/ Loss Reimbursement Premium   |       | N/A       |       | 1       |       | Audited Earned  Premium*****                   |       | $                    | 0          |                 | N/A        |                   | [*]        |   |
| Oregon WC  Standard Premium/ Loss Reimbursement Premium  |       | N/A       |       | 1       |       | Audited Earned  Premium*****                   |       | $                    | 0          |                 | N/A        |                   | [*]        |   |
|                                                     |       |      |       |    |       | Estimated  Non-Subject Premium                 |       | $                    | 8,752,765  |                 |
|                                                          |            |           |            |         |            |                                                |            |                      |            |                      |            |                        |            |  |  |

 

**Summaryof Expected Cost**

 
| Estimated Premium  (Subject and Non-subject):                                                   |   | $   | 12,914,433 |   |
|-------------------------------------------------------------------------------------------------|--------|-----|------------|--------|
| Expected  Reimbursable Losses/ Deductible Loss/*Self-Insured Losses*and  *ALAE*, if applicable: |   | [*] |       |
| Credit Fee                                                                                      |   | [*] |       |
| Estimated  Surcharges:                                                                          |   | [*] |       |
| Estimated Cost:                                                                                 |   | [*] |       |
| Total Pay-In  Premium & Surcharges During the Policy Period:                           |   | $   | 13,216,930 |   |

 

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Surcharge (breakdown by state excluding NYS Work Comp Assessment):

 
| **State** | ** ** | **LOB** | ** ** | **Amount ($)** | ** ** |
|-----------|------------|---------|------------|---------------------|------------|
| FL        |       | AL      |       | [*]                 |       |
| FL        |       | GL      |       | [*]                 |       |
| KY        |       | GL      |       | [*]                 |       |
| NJ        |       | GL      |       | [*]                 |       |
| CA        |       | WC      |       | [*]                 |       |
| CT        |       | WC      |       | [*]                 |       |
| DC        |       | WC      |       | [*]                 |       |
| GA        |       | WC      |       | [*]                 |       |
| IL        |       | WC      |       | [*]                 |       |
| IN        |       | WC      |       | [*]                 |       |
| KY        |       | WC      |       | [*]                 |       |
| MA        |       | WC      |       | [*]                 |       |
| ME        |       | WC      |       | [*]                 |       |
| MN        |       | WC      |       | [*]                 |       |
| MO        |       | WC      |       | [*]                 |       |
| MT        |       | WC      |       | [*]                 |       |
| NJ        |       | WC      |       | [*]                 |       |
| NY        |       | WC      |       | [*]                 |       |
| PA        |       | WC      |       | [*]                 |       |
| SD        |       | WC      |       | [*]                 |       |
| VT        |       | WC      |       | [*]                 |       |
| OR        |       | WC      |       | [*]                 |       |
|      |       | Total:  |       | [*]                 |       |

 
| **Terrorism Charges Included in Premium By Line of Business:** | ** ** | **Estimated  Charge** | ** ** |
|--------------------------------------------------------------------------------------------------------|------------|-----------------------|------------|
| Workers’  Compensation (TRIA)                                                                     |       | [*]                   |       |
| General  Liability (TRIA)                                                                              |       | [*]                   |       |
| Automobile  Liability (Terrorism)                                                                      |       | [*]                   |       |

** **

**If UM/UIM/PIP forms (asreferenced in Section 3) are not signed and returned by effective date, anadditional premium of $100,000 will be charged and the AutomobileLiability rate will be increased by $N/A by power unit.**

** **

**NOTES:**

** **

**[*]**

 

**[*]**

 

**[*]**

** **

**Withrespect to a Credit Trigger Pro-Rata Cancellation, the following wording willbe added to Section 11 of the Large Risk Rating Plan Long Form Endorsement:**

**PART SIX- CONDITIONS, D. Cancellations of the Workers Compensation and EmployersLiability Policies referenced in PART II. - SCHEDULE of POLICIES andRATING VALUES, is amended to include the following additional paragraph:**

 

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**Inthe event: (1) A.M. Best Co. issues a reduction in Our financial strengthrating to below A- or, (2) Standard & Poor’s Ratings Servicesissues a reduction in Our financial strength rating to below BBB (hereinafter, “CreditRating Downgrade”), this policy(ies) may be canceled by the Named Insured shownon the information page by mailing written prior notice to Us or bysurrender of this policy to Us or Our authorized agent.  If this policy is canceled by the NamedInsured within 30 days after such Credit Rating Downgrade, We shall retain thepro rata proportion of the applicable estimated workers’ compensation premium.**

** **

**Anyminimum premium values set forth under PART II. - SCHEDULE of POLICIES andRATING VALUES, Section 9. - The Rating Values and Amounts, Item A and ItemB table, shall be subject to the forgoing referenced pro rata calculation. Theminimum premiums, subject to a pro rata calculation, remain enforce forpurposes of program adjustment.**

** **

**TheBinder contemplates the following terms:**

** **

**1.**               Based on unmodified manual premium of $55,185,853 with correspondingestimated modified premium of $46,818,205 including FL, TX and OR.  Rates outlined within this Binder will beapplied to unmodified manual premium. Due to pending CA, FL and other state pending rate changes, the LRRP &deductible credits will be amended once the rates are finalized.  This will be done in concert with the AIGRate Filings.   Taxes, surcharges andassessments are subject to change based on updated rates as well as premiums.

2.               Receipt of firstinstallment due prior to inception.

3.               Annual manualpremium growth of no more than [*] in the states of [*] individually and nomore than 20% in the aggregate.  Ifcalculated at monthly audit [*] or greater premiums are found for states otherthan [*], we would retain the right to immediately increase and bill excesspremium and collateral by [*] times the relative exposure in the applicablestates above the trigger.

4.               Ifactual surcharges including NY Workers Compensation Assessment exceed thedeposit indicated above, Gevity will be responsible for the additional cost.

5.               Continuedcompliance with data reporting requirements for the renewal, and on a weeklybasis, all client additions, terminations and endorsements using the electronicreporting procedures as outlined in this Binder.

6.               Continuedcompliance with AIG Premium Audit requirements outlined in this Binder.

7.               ThisBinder contemplates that there are no material changes between the date of thisBinder and expiration. If a material change should occur, we reserve the rightto re-price account immediately and change our collateral requirements.Material change is defined as inclusive but not limited to: changes inmanagement team, changes in manual rate profile of Gevity, deterioration ineither Gevity’s financials or projected losses under the current program,acquisitions or transfer in whole or in part of another similar organization orbook of business, any breach of our current contract.

8.               ThisBinder is net of brokerage commission.

 

**Claim Fees**

 

xClaim Service Fee is a FLAT CHARGE for AL, GL and WC states subject to LargeRisk Rating Plan (all states other than FL, TX and OR for workers’compensation) AND Included in Loss Reimbursement Standard Premium shown for FL,TX and OR.

 

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**IntelliRiskServices Included**

 
| **Category**                           | ** ** | **Project**                                                      | ** ** | **Description / Comments**                                                                                                                                                                                         |
|----------------------------------------|------------|------------------------------------------------------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **Risk Management Information System** |       | IntelliRisk  NetSource - Gevity                                  |       | 8  IntelliRisk NetSource Risk Management Package licenses.                                                                                                                                                                   |
|                                   |       |                                                             |       |                                                                                                                                                                                                                         |
|                                   |       | User  Security                                                   |       | Utilization  of the IntelliRisk NetSource User Security feature, which allows Gevity to  control claim access by location code and line of business.                                                                         |
|                                   |       |                                                             |       |                                                                                                                                                                                                                         |
|                                   |       | Upgrades/New  Releases of IntelliRisk NetSource                  |       | Non  client-specific upgrades/new releases of IntelliRisk NetSource.                                                                                                                                                         |
|                                   |       |                                                             |       |                                                                                                                                                                                                                         |
| **RMIS Support**                       |       | Help  Center                                                     |       | RMIS  Help Center support is available 8am - 8pm ET Monday - Friday, during regular  AIGCS business days.                                                                                                                    |
|                                   |       |                                                             |       |                                                                                                                                                                                                                         |
|                                   |       | Solution  Development Team Support                               |       | RMIS  Solution Development Team support includes dedicated resources with the RMIS  dept., quality assurance process for custom solutions, training,  travel & expenses exclusive of supplemental custom reporting. |
|                                   |       |                                                             |       |                                                                                                                                                                                                                         |
| **Data Transmission and Maintenance**  |       | Gevity  - Monthly Detail Dataset Creation and Transmission       |       | Monthly  creation and transmission of claim data via FTP to Gevity. File includes 5  additional data elements requested by Gevity.                                                                                           |
|                                   |       |                                                             |       |                                                                                                                                                                                                                         |
|                                   |       | STARS  - Monthly Transactional Dataset Creation and Transmission |       | Monthly  creation and transmission of claim data via FTP to STARS. File includes 50  additional data elements requested by Gevity/Stars.                                                                                     |
|                                   |       |                                                             |       |                                                                                                                                                                                                                         |
|                                   |       | Data  Maintenance                                                |       | Record  Storage / Mainframe Processing                                                                                                                                                                                       |
|                                   |       |                                                             |       |                                                                                                                                                                                                                         |
|                                   |       |                                                             |       | CDE  Maintenance                                                                                                                                                                                                             |
|                                   |       |                                                             |       |                                                                                                                                                                                                                         |
| **Custom Projects**                    |       | Client  Location File                                            |       | Daily  FTP intake of Client Location File from Gevity to AIGDC and First Health.  Custom programming and maintenance of daily feed from Gevity includes file  processing costs and generation of exception reports.          |

** **

**AggregateStop Amount and Aggregate Stop Limit Schedule**

 

The “*AggregateStop Amount* “and the “*Aggregate Stop Limit*“(if one is applicable) apply to the ofirst year of, or x entire RatingPeriod.

 

Line(s) andInsurance Included: **Worker’s Compensation andEmployers Liability**

 

“Aggregate Stop Amount”is the minimum amount and adjustable on the Basis and rate shown below:

 

| **Deductible Level** | ** ** | **“Aggregate Stop  Amount”** | ** ** | **Rate (per $1 of  unmodified  premium,[*].)** | ** ** | **“Aggregate Stop  Limit”** | ** ** |
|---------------------------|------------|---------------------------------------------|------------|---------------------------------------------------------------|------------|--------------------------------------------|------------|
| $                         | 1,000,000  |                                        | $          | 125,000,000                                                   |       | [*]                                        |       | $ | 20,000,000 |   |
|                           |            |                                             |            |                                                               |            |                                            |            |  |  |  |

 

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“Aggregate Stop Amount”means the maximum amount of:

 

Benefits, damages and *ALAE*(per the *ALAE* optionselected herein) payable by you for losses under policies issued that are subjectto your retention/deductible/loss reimbursement program, and if applicable,self-insured retention program.

 

**Adjustment**:  The final “Aggregate Stop Amount” will bedetermined by our audit of your books and records.  In no event will the “Aggregate Stop Amount”be less than the Estimated Amount shown.

 

“Aggregate Stop Limit”means the maximum amount of:

 

Benefits, damages and *ALAE*(per the *ALAE* optionselected herein) above the Aggregate Stop Amount that we will not require youto reimburse us for under your retention/deductible/loss reimbursement program,and if applicable, self-insured retention program.

 

***Note:***

 

***Self-InsuredLosses*means any loss you incur under a Self-InsuredRetention. Losses you****Incur for which nocoverage is available under the Self-Insured Retention policy(ies) will NOT beincluded in determining whether or when the “Aggregate Stop Amount” or “AggregateStop****Limit” has been reached.**

 

**Underwriting Guidelines**

 

1) At a minimum wewill not provide coverage for the following:

·                  [*]

·                  [*]

·                  [*]

 

·                  [*]

·                  [*]

·                  [*]

·                  [*]

·                  [*]

·                  [*]

·                  [*]

·                  [*]

·                  [*]

·                  [*]

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·                  [*]

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·                  [*]

·                  [*]

·                  [*]

·                  [*]

·                  [*]

·                  [*]

·                  [*]

·                  [*]

·                  [*]

·                  [*] Other PEOs and Other PEO’s clientemployees

 

2) The followingclients must be referred to AIG for approval:

·                  Clients with current publishedexperience modifications higher than 1.50. Clients who exceed the threshold that are in the program before 11/1/08are acceptable. [*]

 

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·                  [*]

·                  [*]

·                  [*]

·                  [*]

·                  [*]

·                  [*]

·                  [*]

·                  [*]

 

3) Referral Items:

·              4 years includingcurrent policy period currently valued hard copy loss information

·              Historical PayrollInformation

·              Application (PEOUnderwriting Submission Worksheet and Underwriting Survey)

·              Employeeconcentration information by location

·              ExperienceModification Factor

·              Other necessaryinformation as needed by AIG or Gevity

 

**ElectronicReporting Procedures from PEO to AIG**

 

PEO must comply with ourelectronic data procedures:

 

·                  Clientchanges including, but not limited to, new clients/ client locations added andclient /client locations deleted, must be submitted weekly, (by FTP), on theStandard Policy Issuance Template populating all mandatory fields ofinformation.

 

·                  Ifa new client/ client location is in a Master Policy state the pre-assignedMaster Policy number will apply. The Master Policy number should be entered onthe spreadsheet by you, using Transaction Type “E”, prior to sending to us viathe FTP.

 

·                  Thepre-assigned policy number must be populated for all endorsement requests andall deletions on Master Policies. Transaction Type “E” should be used for policy changes and “D” fordeletions.

 

·                  Ifthe new client/ client location is in an MCP state and a policy number has notalready been assigned in the state for that client, a new policy number must beassigned by the Specialty Underwriting Unit Underwriter.  These client/ client locations should bereported using Transaction Type “A”.

 

·                  Theassigned policy number must be populated for all endorsement requests and alldeletions on MCP Policies.  TransactionType “E” should be used for policy changes and “D” for deletions.

 

·                  Allnew policy numbers, all client start dates and all client term dates must bemigrated by the PEO, to the next Premium Audit spreadsheet.  The PAD is due to us by the 15th ofeach month.  The PAD should be acumulative and running list of all your client activity for the entire contractyear.

 

·                  Priorto renewal of any contract, the PEO Standard Template must be completelyresubmitted.

 

·                  Atrenewal any client with an MCP policy in effect as of the last day of thepolicy term and not renewed on the next policy term must be non-renewed andreported, as non-renewed, to NCCI and Independent Bureaus.  Therefore, at renewal, you will need toprovide us with a list of clients that were in your program as of the last dayof your contract period but were not renewed in the program.

 

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**AIG Premium Audit**

 

Requirements forServicing PEO Business:

 

Thefollowing are requirements of the Premium Audit Department when dealing with aProfessional Employment Organization (PEO).

 

·                  Monthlyreports are received by the 15th of the month in the required Excelformat.  First report is dueapproximately six weeks after policy inception and monthly thereafter.

 

·                  PremiumAudit will review 100% of the PEO’s client underwriting files to determine thecorrect classification, and allocation of payrolls on each client company.  This review will begin within 1-2 weeks afterpolicy inception.

 

·                  PremiumAudit will provide periodic reports to the PEO regarding the audit reviews. Itis expected that the PEO will respond with the necessary changes inclassifications, allocations etc. within 30 days of receipt.

 

·                  PremiumAudit will review 100% of the new clients written over the course of thepolicy.  Again, any changes/questionswill be responded to within 30 days.

 

·                  PremiumAudit will randomly select clients of the PEO to do physical site visits.  These activities will be coordinated with thePEO.

 

·                  Reportsgenerated as a result of these visits will be reported to the PEO.  It is expected that changes will be respondedto within 30 days.

 

·                  PremiumAudit will be available as a resource to help classify the client’s payrollcorrectly.

 

·                  PremiumAudit will initiate the review to conduct the Final Audit within 60 days ofexpiration.

 

·                  PremiumAudit will monitor the PEO’s payrolls monthly throughout the policy year anddiscuss any concerns with the PEO.

 

**SpecialConditions**

 

**Youmust execute and return an original executed copy of both the Payment Agreementand the Schedule, and any other documents we deem necessary to adequatelydocument the terms of the program, to us at our address shown above within 30days after the Effective Date above.**

** **

**If notso returned and delivered, we may void the Finance Plan summarized herein andset forth in detail in the Payment Agreement. Upon our notice of our voiding ofthe Finance Plan to you at your address shown above, the entire amount of the “EstimatedTotal Cost” specified under FINANCE PLAN herein will become immediately due andpayable to us in cash at our address shown above.  Failure to pay such amount within 10 daysthereafter shall entitle us to cancel the insurance and any reinsurance and toterminate all services under this Program by notice to you when not less than10 days thereafter the cancellation and termination shall become effective.**

** **

**ClaimsAdministration**

 

**Claimswill be handled by AIG Claims Services, Inc.  The claims administration pricing is includedin the insurance company expenses. Rehabilitation and managed care services are billed separately atprevailing rates.  Claim Investigationsconducted by the Investigative Services Division to assist the claims adjustersare an allocated expense and charged to the file at Prevailing Time &Expense. Fraud**

 

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**investigationsconducted for the purpose of criminal prosecution are not billed to the fileand considered part of the overall claim fee.**

** **

**The claims administrationcharges include eight Intellirisk setups and 12 monthly tape to tape trianglesto Marsh STARS system. If the program does not renew, AIG agrees to continue toprovide access to Intellirisk setups and monthly tapes as long as Gevityrequires, at prevailing rates. Also if the program does not renew, AIG willcontinue to grant access to data and tape to tape triangles to Marsh atprevailing rates.**  When requested, we will provide these rates to Gevity.  Where possible, we will offer fixed rates for3 years.

** **

Allocated loss adjustmentexpenses, as defined above, are not included in the Insurance Company expenses.

 

## **LossControl Services**

 

We understand that GevityHR’s loss control professionals are providing ongoing loss control services toyour clients and that additional loss control services have not been requestedas part of the AIG program. Only those loss control surveys needed forunderwriting purposes and those services mandated by state regulatoryrequirements will be included in the AIG program. Of course, additional losscontrol services can be provided on an unbundled basis at any point during thepolicy year.

 

AIG Consultants willprovide a Technical Services Manager - [*]- to manage the delivery of allservices.  We maintain a nationwidenetwork of loss control consultants to provide service at your key clients’facilities, which can serve as a cost effective complement to the work done byGevity’s field risk consultants.  AIGConsultants, Inc. can provide personnel with experience and expertisecommensurate with the services needed. Ergonomic and/or industrial hygienespecialists can be provided as appropriate. Consultant training and/or specialtytraining in industrial hygiene/ergonomics can be provided to your field riskconsultants.  To ensure readily availablecompetent consultants near our clients various locations, we maintain acomplement of approved subcontractor consultants to supplement our internalloss control professionals.  Thesesubcontractors are subject to our Quality Management System approval process asa requirement of AIG Consultant’s Inc. ISO 9000 certification.

 

**Cancellation**

 

If AIG were to initiatecancellation and or non renewal of the entire PEO program we would provideadvance notice to the Broker and the PEO of 120 days but that actual issued WCpolicies will be cancelled and or non renewed based upon the WC statutoryrequirements.

 

## **Coverages**

 

A specimen policy will beprepared for the MCP states with all appropriate forms attached and this willserve as the master sample for each of those states where multiple policies arerequired.

 

All endorsements may notbe approved for use in all states and we can only include those endorsementswhere they are approved.

 

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**Named insured**will include all Gevity HR, Inc. affiliated or subsidiary entities forwhich payroll are reported to AIG Risk Management shown as follows:

 

**Gevity HR, Inc. and it’swholly-owned subsidiaries**:

 

Gevity HR, L.P.

Gevity HR II, LP.

Gevity HR, III, LP.

Gevity HR IV, L.P

Gevity HR V, L.P.

Gevity HR VI, L.P.

Gevity HR VII, L.P.

Gevity HR VIII, L.P.

Gevity HR IX, L.P.

Gevity HR X, L.P.

Gevity HR XI, LLC

Gevity HR XII Corp.

Gevity HR XIV, LLC

Gevity Insurance Agency, Inc.

Staff Leasing, LLC.

Concorda Insurance Company Limited

 

**2 YearRate Commitment for Gevity HR Inc. - US program only**

 

If all of the conditions outlined below are met, AIGRisk Management (“AIGRM”) will commit that the General Liability and AutomobileLiability excess premium, General Liability and Auto Liability related profit &administration and claim service fee rates bound for the January 1, 2009 —January 1, 2010 insurance program will remain flat for the January 1,2010 — January 1, 2011 renewal term. In return for this commitment, **Gevity HR Inc.**agrees not to market the account for the length of this commitment and not toaccept unsolicited quotations from other insurers.

 

1.             Thereis no significant change in **Gevity HR Inc.**operations,i.e. an acquisition or divestiture that is outside their core business or thatrepresents an increase/decrease of more than 15% of the total exposure over thecourse of 1 year:

 

·                  Thepayroll benchmark for January 1, 2009 — January 1, 2010 is:$3,563,343,866 excluding monopolistic payroll and WV.

 

·                  Therevenue benchmark for January 1, 2009 — January 1, 2010 is:$500,000,000.

 

·      The corporate employee benchmark for January 1,2009 — January 1, 2010 is: 800.

 

and

 

2.             There is no change inthe structure of the insurance program.

 

and

 

3.             The workerscompensation coverage must be renewed with AIG along with the AL and GLcoverage lines for the January 1, 2010 — January 1, 2011.

 

and

 

4.             There is no increaseor decrease in **Gevity HR Inc.**payroll,sales or corporate employee count of greater than 15% for the policy termcommencing **January 1, 2010 — January 1,2011**over what it was projected at for at the **January 1, 2009**policy period.

 

and

 

5.             If,for the period **January 1, 2003 — January 1,2010**,****any of thefollowing occur,****utilizing lossesvalued as of June 30, 2009, this rate commitment is null and void:

 

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A)          Thereis one (1) or more **General Liability orAutomobile Liability**claims that exceeds **$250,000**on an incurred basis;

 

B)            Asingle **General Liability or AutomobileLiability**claim has an incurred loss plus ALAE increase of **$250,000;**

 

Caveat # 5 applies to theentire rating period beginning **January 1,2003 — January 1, 2010**,****andnot to any annual policy period. It also applies to both existing lossesand any new losses that may arise.

 

and

 

6.             Thereis no change in state statutes or court decisions negatively affecting thestatutory protection for PEO’s or Employee Leasing firms in a co-employmentrelationship.

 

and

 

7.             This agreementintentionally excludes any commitment to maintain pricing for Surcharges,Credit Fees, Taxes, Assessments, B&B’s and RML’s, such charges to bedetermined based on then current market conditions.

 

and

 

8.             Acertified act of terrorism will make this rate commitment null and void. TheTerrorism Risk Insurance Act (TRIA) of 2002 its amendment, the Terrorism RiskInsurance Extension Act of 2005, and the extension of TRIA under the TerrorismRisk Insurance Program Reauthorization Extension Act of 2007 (the “TRIPRA”)(collectively referred to as the “Act”), which has been defined as an actcertified by the Secretary of the Treasury (i) to be an act of terrorism, (ii) tobe a violent act or an act that is dangerous to (A) human life; (B) propertyor (C) infrastructure, (iii) to have resulted in damage within theUnited States, or outside of the United States in case of an air carrier orvessel or the premises of a U.S. mission and (iv) to have been committedby an individual or individuals as part of an effort to coerce the civilianpopulation of the United States or to influence the policy or affect theconduct of the United States Government by coercion.

 

**This rate commitment also excludes any premiumassociated with states that have not approved our Large Risk Rating Plan, whererates will be determined based on the approved rating plans.**

 

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**SecurityPlan**

 
| **Collateral**                                       | ** ** | ** **                         | ** **  | ** ** | ** **          |
|------------------------------------------------------|------------|------------------------------------|-------------|------------|---------------------|
| **Collateral on Hand (by Type)** | ** ** | **Amount of Collateral** | ** **  | ** ** | ** **          |
| Hybrid RCAMP  Cash                                   |       | [*]                                |        |       |                |
| Hybrid RCAMP  Non-Depleting Cash Trust               |       | [*]                                |        |       |                |
| Hybrid and  Deductible Trust Funds                   |       | [*]                                |        |       |                |
| Escrow (held  separately from cash collateral accts) |       | [*]                                |        |       |                |
| Estimated Gross  Amounts of Collateral on Hand       |       | $                                  | 142,822,920 | ** ** | **As of 10/1/2008** | ** ** |
|                                                      |            |                                    |             |            |                     |  |

 
| **Additional Collateral Required (by Type)**                                                                          | ** ** | **Amount of Collateral** | ** **  | **Due Date**                                                          | ** ** |
|-------------------------------------------------------------------------------------------------------------------------------------------|------------|------------------------------------|-------------|----------------------------------------------------------------------------|------------|
| Collateral  included in Subject Workers’ Compensation Premium for WI, WY full coverage  retention losses, paid by captive via RCAMP: |       | [*]                                |        | 12  Installments due on the 1st of each month starting with 1/1/2009  |       |
| RCAMP (paid by  captive)                                                                                                                  |       | [*]                                |        | 12  Installments due on the 1st of each month starting with 1/1/2009. |       |
| Total Additional  Collateral Required                                                                                                     |       | [*]                                |        |                                                                       |       |
|                                                                                                                                      |       |                               |        |                                                                       |       |
| Estimated Gross  Amount of Collateral Required                                                                                            |       | $                                  | 182,022,920 |                                                                       |       |   |
|                                                                                                                                           |            |                                    |             |                                                                            |            |  |

 

**CollateralReviews**

 

We will review ourcollateral requirement annually.  Inaddition, we may review our collateral requirement at any time that we may deemreasonably necessary. If as a result of any review we find that we require additional collateral, youwill provide us such additional collateral within 30 days of our writtenrequest, which shall be accompanied by a worksheet showing our calculation ofthe amount thereof.  If a return ofcollateral to you is indicated, we will return annually the indicated amount toyou within 30 days of our written acknowledgement thereof.

 

**The Additional/Return Collateralat adjustment will be:  The differencebetween the Ultimate Losses and Loss Provision amount collected during thepolicy period.**

 

**SpecificLoss Development Factors**

 

We have agreed to usespecific Loss Development Factors in determining Ultimate Losses in ourcollateral calculation, at the annual adjustment of the 2009 program thefollowing apply:

 

GRID of Loss DevelopmentFactors

 
| ** **              | ** ** | **DEDUCTIBLE LEVEL** | ** ** |
|-------------------------|------------|---------------------------|------------|
| **Valuation Date** | ** ** | **$1,000,000**            | ** ** |
| 6/30/10                 |       | [*]                       |       |
| 6/30/11                 |       | [*]                       |       |
| 6/30/12                 |       | [*]                       |       |
| 6/30/13                 |       | [*]                       |       |
| 6/30/14                 |       | [*]                       |       |
| 6/30/15                 |       | [*]                       |       |
| 6/30/16                 |       | [*]                       |       |
| 6/30/17                 |       | [*]                       |       |
| 6/30/18                 |       | [*]                       |       |

 

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At 1/1/19, if requested,we will consider additional loss development factors.

 

**NOTE THAT:**

 

We may apply a differenttable of LDF’s that will enable us more accurately to determine the UltimateLosses in the security calculation*,* if during theterm of the policies, a change occurs in the hazards insured against because of*Your* acquisition or disposition of asubsidiary, division or operation with assets at least equal to [*] of *your* assets on the effective date hereof, or theorganization that provides claims service under the *Policies ischanged*, or *Your retention/deductible/lossreimbursement limit* under any of the *Policies,*orany other change occurs which is likely to render the LDF’s shown in the Gridineffective as a tool for estimating with reasonable accuracy the amount of *Loss* and *ALAE* that wewill pay because of accidents, occurrences, or offenses covered by the *Policies.*

 

Security will be on adepleting basis.  Using the Hybrid RCAMPas collateral, retained losses will be paid out of the Hybrid RCAMP.  No monthly loss billings will go to the insured.

 

The collateral pay-induring the 1/1/2009 - 1/1/2010 period will be reviewed on a quarterly basisduring the policy period.  If theunmodified premium reported to the PEO unit is more than [*] of the estimatedunmodified premium for that quarter, then the collateral and expense dollarswill be adjusted.  The collateral will beadjusted based on the following fomula.

 

Annual countrywideunmodified manual premium x [*]= Total Collateral Requirement

 

The expenses will beadjusted based on the factors in section 4 of this Binder or the applicableLRRP endorsement attached to the policy.

 

The Total Collateralrequirement is subject to a minimum of 100% of collateral amount above untilthe first loss provision annual adjustment at 18 months after inception for2009-2010 program year.  The minimum isnot the minimum collateral amount AIG must hold at any given time over thefirst eighteen months, but instead the amount that must be paid in over thefirst year.  In other words, if theunmodified manual premium after the twelfth monthly adjustment is so low thatit triggers the minimum, AIG will compare the minimum to what was submitted incollateral over the year, in lieu of to what was on hand after depletion forpaid losses.

 

If the program does notrenew, then the collateral will be adjusted annually in accordance with theterms outlined in the Payment Agreement and there will be no return ofcollateral until 30 months from inception.

 

The Hybrid RCAMP portionof this deal will be structured as follows:

 

We will issue YouDeductible and Full Coverage Retention Policies.  Your captive, in turn, will issue You aContractual Liability Policy providing coverage for the same liabilitiesreferenced in the policies we issue to you for the per occurrence amount equalto the deductible.

 

Under the Hybrid RCAMPcollateral option, You assign your rights under the captive issued ContractualLiability Policy to Us.  Furthermore, Wewill reinsure Your captive for liabilities it assumes under the ContractualLiability Policy.

 

This deal will bedocumented via an Assignment Agreement, Reinsurance Quota Share Agreement andthe Payment Agreement/Schedule of Policies & Payments.  The Assignment Agreement and the cash premiumreceived via this reinsurance transaction will service to collateralize YourDeductible Obligations to Us.  As analternative to the Assignment Agreement we will accept a copy of the captive issuedContractual Liability Policy with the Restriction of Right to Cancelendorsement attached.

 

**The Captive has two InvestmentSelection options at its disposal which are referenced below.  We will quote rates for both options on1/5/2009.  The captive will have until1/7/2009 to choose its**

 

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**investment option.  If the captive does not formally notify us ofthe investment option then the One-Year Rate Option will apply.  The rate for Option #2 will be set after thefirst installment is received.  UnderOption # 2 below the penalty rate schedule shown is a SAMPLE rate schedule andthe final schedule will be determine after the first installment is received.**

 

##### **InvestmentSelection Options**

 

1.               One-Year rate

 

Under this option,We would guarantee a fixed rate of return on the Reinsurance Premium set at anenhanced spread of [*] basis points over the 6-month U.S. Constant MaturityTreasury yield as it reads the day we are in receipt of the first installmentof the Reinsurance Premium. The interest rate will reset annually based on thencurrent market conditions. Should the Captive cancel the Reinsurance QuotaShare Agreement at any time prior to January 1, 2010, it is understood andagreed that interest will be deemed to have accrued from the date the premiumis delivered to us, to the date of cancellation, at the 1-month U.S. ConstantMaturity Treasury yield as it read the day we were in receipt of the firstinstallment of Reinsurance Premium.

 

2.               Interest ratepayable until all claims are closed:

 

Saidinterest shall accrue to this account at a rate of **TBD%.**The rate will be effective until all claims are closed. Upon settlement of allliabilities to which this Agreement applies we shall pay to You the balance offunds in this account. Interest will accrue to the collateral and willbe paid annually.  Note that accrued interest paid to the captive will notexceed the rate associated with the amount of time that has elapsed, as per thebelow referenced Interest Rate Penalty Schedule.  Should you choose to secure the payment of your Obligations with analternative form of collateral prior to all claims are closed, interest shallbe calculated at the rate specified in the Interest Rate Penalty Schedulelisted below in accordance to the date of the conversion to an alternative formof collateral.

 

Interest Rate PenaltySchedule

 

A penalty rate willapply.  Below is a sample rate schedulebased upon a rate of 3.19%.  Penaltyschedule will be provided when the rate is set.

 
| **Cancellation Date** | ** ** | **Interest rate** | ** ** | **Cancellation Date**    | ** ** | **Interest rate** | ** ** |
|----------------------------|------------|------------------------|------------|-------------------------------|------------|------------------------|------------|
| Prior to  12/31/2009       |       | 1.68                   | %          | 1/1/2015 to 12/31/2015        |       | 2.48                   | %          |
| 1/1/2010 to  12/31/2010    |       | 1.78                   | %          | 1/1/2016 to 12/31/2016        |       | 2.63                   | %          |
| 1/1/2011 to  12/31/2011    |       | 1.88                   | %          | 1/1/2017 to 12/31/2017        |       | 2.78                   | %          |
| 1/1/2012 to  12/31/2012    |       | 2.03                   | %          | 1/1/2018 to 12/31/2018        |       | 2.93                   | %          |
| 1/1/2013 to  12/31/2013    |       | 2.18                   | %          | 1/1/2019 to 12/31/2019        |       | 3.13                   | %          |
| 1/1/2014 to  12/31/2014    |       | 2.33                   | %          | 1/1/2020 to All Claims Closed |       | 3.19                   | %          |

 

Under either InvestmentSelection Option, the Captive will receive a monthly accrued intereststatement, detailing the opening fund balance, less losses paid in eachparticular month, along with interest earned on the average investable balance.**This Binder contemplates that we will not collectEscrow. Therefore, the monthly accrued interest statement will evidence lossesbeing paid at the mid-point of each month.**

 

Should the FederalReserve lower the targeted Federal Funds rate at any time prior to the receiptof the first installment of the reinsurance premium, both investment selectionoptions will become null and void.

 

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**Letter ofCredit**

 

Any letter of credit mustbe clean, unconditional, irrevocable and evergreen. It must be from a bank thatwe and the Securities Valuation Office of the National Association of InsuranceCommissioners have approved and in a form acceptable to us. It must be in theamount shown in the *Schedule.*Ifany letter of credit is canceled, no later than 30 days before that letter ofcredit expires, *You* must deliver to us asubstitute letter of credit that complies with the requirements set forth above.Upon *Your* written request, we will notunreasonably withhold our consent to a reasonable extension of the time withinwhich *You* must deliver such a substituteletter of credit to us. The substitute letter of credit must take effect nolater than the date of termination of the expiring letter of credit.  *Your* duty todeliver such a letter of credit will continue until *You*have satisfied all *Your*obligations under this Agreement and the *Policies*. If *You* fail to provide us with a qualifying substitute letterof credit as indicated above, we may draw upon the existing letter of credit infull.

 

**Non-DepletingCash Security**

 

Cash posted by you willbe placed in a pooled cash account. We will credit to you, interest accrued forthe quarter on the daily cash balances calculated at a rate equal to the3-month United States Constant Maturity Treasury yield as it reads the day thecash is received. The rate will be effective to 01/01/2010. This cash will notbe utilized to pay for losses and expenses you incur. We will bill you on amonthly basis for the reimbursement of losses and expenses. If, prior to01/01/2010, you should choose, with our consent, to secure your PaymentObligation with an alternative form of collateral provided for by the terms ofthe Payment Agreement (“Collateral Swap”), interest will be deemed to haveaccrued from the day the cash is received to the date of the Collateral Swap,at a rate of 1.00%

 

**DepletingCash Security**

 

Cash posted by you willbe placed in a pooled cash account. We will credit to you, interest accrued forthe quarter on the daily cash balances calculated at a rate equal to the1-month United States Constant Maturity Treasury yield as it reads the day thecash is received. The rate will be effective to 01/01/2010. This cash will beutilized to pay for losses and expenses you incur. Should the balance fallbelow a predetermined amount, as determined by us, we will commence billing youmonthly for reimbursement of losses and expenses. If, prior to 01/01/2010, youshould choose, with our consent, to secure your Payment Obligation with analternative form of collateral provided for by the terms of the PaymentAgreement (“Collateral Swap”), interest will be deemed to have accrued from theday the cash is received to the date of the Collateral Swap, at a rate of1.00%.

 

**CollateralTrust**

 

Cash will be invested invarious securities, selected by you, in accordance with the applicable trustagreement, executed between you (Grantor), us (Beneficiary) and the bank(Escrow Agent).  Our oversight fee chargefor this arrangement will be between 7 and 10 basis points of the market valueof the trust.  The Escrow Agent may alsoask you for a separate fee for their services. At our discretion, we willdetermine if this cash will, or will not, be utilized to pay for losses andexpenses you incur.

 

#### **The Statements made are Subject To The Following Terms andConditions**:

Collateral options aresubject to prior approval by AIG Credit. 

 

**Financial Covenants, Tests, or Minimum CreditRatings**

 

Wemay require additional collateral from *You* in theevent of the following:

 

a.)    CreditTrigger:

 

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i.              If the credit rating of the entity named belowand for the type of debt described below, promulgated by Standard &Poor’s Corporation (“S&P”) or by Moody’s Investors Services, Inc. (“Moody’s”),drops below the grade shown respectively under S&P or Moody’s;

 

ii.             or If S&P or Moody’s withdraws any suchrating.

 

We may require and *You* must deliver such additional collateral according to thePayment Agreement up to an amount such that our unsecured exposure will notexceed the amount shown as the Maximum Unsecured Exposure next to such ratingin the grid below.

 

“Unsecuredexposure” is the difference between the total unpaid amount of *Your Payment Obligation* (including any similar obligationincurred before the inception of the Payment Agreement and including anyportion of *Your Payment Obligation* that has beendeferred and is not yet due) and the total amount of *Your*collateral that we hold.

 

**Name of Entity:   N/A****                    Type of Debt Rated**: N/A

 

## **Ratingsat Effective Date**

 
| **S&P** | ** ** | **Moody’s** | ** ** | **Unsecured Exposure at Effective Date** | ** ** |
|-------------|------------|------------------|------------|--------------------------------------------------------------|------------|
|        |       |             |       | $                                                            |       |   |
|             |            |                  |            |                                                              |            |  |

 

Potential Future Ratings

 
| **S&P** | ** ** | **Moody’s** | ** ** | **Maximum Unsecured Exposure** | ** ** |
|-------------|------------|------------------|------------|------------------------------------------|------------|
|        |       |             |       | $                                        |       |   |
|             |            |                  |            |                                          |            |  |

 

b.   **Other Financial Tests or Covenants**: N/A

 

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**SECTION 3****          -****               LIMITS,PROGRAM & COVERAGE**

 

**GeneralNotes About Coverages**

 

Coverage outlined in thisdocument is for explanatory and reference purposes only.  The coverage provisions do not necessarilyconform to any specifications furnished in the submission received from yourrepresentative.

 

The policy (or policies)that we issue to you shall contain the full and complete terms, conditions,exclusions and coverages provided under your insurance program.  In thecase of any conflict between the insurance policy (or policies), and theprovisions contained in this Proposal or binder, the provisions in the policy(or policies) shall govern.  Uponreceipt, please review the policy (policies) thoroughly with your broker, andnotify us promptly in writing if you have any questions or concerns.

 

The calculation ofpremiums, and other program features, included in this document have beenestablished based upon the information provided by you and your representative.  Additional locations, changes in exposure, orother variations may make it necessary to re-evaluate the Proposal/Binder,premium calculations and plan factors. Any modification we make shall be based on our evaluation of thesechanges and whether they represent a measurable difference from the insuranceprogram originally contemplated at inception.

 

While it is our intentionto honor the terms and conditions of our contract with you, we are required tofollow all regulatory and filing requirements in effect for various stateswhere you have an exposure.  We shalladhere to all state regulatory requirements. We shall not issue any form, or apply any program, that is incontravention to a governing regulation, rule, statute or law.

 

Prior to the inceptiondate of coverage, you must provide us with the following information: Allapplicable FEIN numbers, DMV reporting information (other than New York),Florida Acord 130 for Florida Workers’ Compensation coverage (fully completed,executed and notarized), and UAIN.

 

Florida Acord 130

 

Please be aware that inconjunction with your obligation to complete the Florida Workers CompensationApplication [Accord form 130 FL (2002/07)] (“Application”), you are subject tothe continuing obligation as required under Florida Statutes, Chapter 443, toprovide us, as your workers’ compensation carrier, a copy of your quarterlyearnings reports and self —audits supported by the quarterly earnings reports (“Reports”).

 

While you bearresponsibility for additional obligations as set forth under Florida law andthe terms of the Application, it is hereby required that you provide us withcopies of the Reports at the end of each quarter.

 

Nothing herein isintended to modify, eliminate or amend any requirement you have to Provide uswith information as detailed by the terms of the Application.

 

*AIGacknowledges that the Florida Acord 130 has been received and that we do notexpect a new form for the 2009 renewal.*

 

Entities included asNamed Insureds are those shown as such on the policy (policies) Declarationpage, as well as in the appropriate Named Insured Endorsements attached to eachindividual policy, whether such are issued at inception, or included by anadditional endorsement thereafter.

 

Any questions regarding thisProposal or Binder should be directed to Our AIG Risk Management Representativeshown in this document**. *NoAlterations to this Binder May Be Made Without the Prior Written Approvalof*AIG Risk Management.**

 

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

 

21

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**Workers’Compensation**

 
| Policy Term: |   | Effective at 12:01 AM |   | 1/1/2009 |   | to |   | 1/1/2010 |
|--------------|--------|-----------------------|--------|----------|--------|----|--------|----------|

 
| **Workers’ Compensation Coverage**                                                                                                                                                                                                   | ** ** | **Statutory** | ** ** |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|---------------|------------|
| Employers  Liability:                                                                                                                                                                                                                               |       |          |       |
| Bodily Injury by  Accident - Each Accident                                                                                                                                                                                                          |       | $             | 2,000,000  |   |
| Each Employee  Bodily Injury by Disease                                                                                                                                                                                                             |       | $             | 2,000,000  |   |
| Policy Limit  Bodily Injury by Disease                                                                                                                                                                                                              |       | $             | 2,000,000  |   |
| States Covered:  AK, AL, AR, AZ, CA, CO, CT, DC, DE, FL, GA, HI, IA, ID, IL, IN, KS, KY, LA,  MD, ME, MA, MI, MN, MO, MS, MT, NE, NH, NJ, NM, NV, NY, NC, OK, OR, PA, RI,  SC, SD, TN, TX, UT, VA, VT, WI (WY is covered where approved by statute) |       |          |       |
|                                                                                                                                                                                                                                                |       |          |       |
| Stop Gap  Liability:                                                                                                                                                                                                                                |       |          |       |
| Bodily Injury by  Accident - Each Accident                                                                                                                                                                                                          |       | $             | 2,000,000  |   |
| Each Employee  Bodily Injury by Disease                                                                                                                                                                                                             |       | $             | 2,000,000  |   |
| Policy Limit  Bodily Injury by Disease                                                                                                                                                                                                              |       | $             | 2,000,000  |   |
| States Covered:  OH, ND, WA, WV, WY                                                                                                                                                                                                                 |       |          |       |

 
| ** **                                                                             | ** ** | **Deductible /Loss  Reimbursement Amount** | ** ** | **Applicable To:** | ** **                               |
|----------------------------------------------------------------------------------------|------------|------------------------------------------------------|------------|-------------------------|------------------------------------------|
| Workers’  Compensation and Employers Liability under State Law - Insured States   |       | $                                                    | 1,000,000  |                    | Each Accident or each Person for Disease |   |
| Workers’  Compensation and Employers Liability under Federal Law - Insured States |       | $                                                    | 1,000,000  |                    | Each Accident or each Person for Disease |   |
| Workers’ Compensation  and Employers Liability -Self Insured States               |       | $                                                    | N/A        |                    | Each Accident or each Person for Disease |   |
| Employers  Liability - Monopolistic States                                             |       | $                                                    | 1,000,000  |                    | Each Accident or each Person for Disease |   |

 

***Note:1)For Insured States, the limit of coverage as shown in this document include(s) theRetention/Loss Reimbursement Limit layer amount(s) retained by theInsured . 2) For Self-Insured States, the limits of liability shown are inexcess of the Self Insured Retention amount. 3) Aggregate Limits apply whereapplicable.***

 

**CoverageExtensions and Exclusions**

 
| **Form #**   | ** ** | **Edition Date** | ** ** | **Name**                                                                                                                                          |
|-------------------|------------|-----------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------|
| **WC 00 00 00 A** | ** ** | ** **            | ** ** | **Workers Compensation Insurance Policy**                                                                                                         |
| **Various**       | ** ** | ** **            | ** ** | **All Mandatory State Endorsements**                                                                                                              |
| **WCOFAC**        | ** ** | **07/05**             | ** ** | **OFAC Policy Holder Notice**                                                                                                                     |
| **WC 000104**     | ** ** | **04/84**             | ** ** | **FEDERAL EMPLOYERS LIABILITY ACT COVERAGE**
·      This  endorsement continues to be used in New Jersey and Texas. |

 

22

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| ** **     |       |      |           | The  remaining states approved the newer version WC 000104A (10-04).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|----------------|------------|-----------|----------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **WC 000104A** |       | **10/04** |           | **FEDERAL EMPLOYERS LIABILITY ACT  COVERAGE**

This endorsement is  approved in Alabama, Alaska, Arizona, Arkansas, California, Colorado,  Connecticut, Delaware, DC, Florida, Georgia, Hawaii, Idaho, Illinois,  Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland, Massachusetts,  Michigan (exempt from filing), Minnesota, Mississippi, Missouri, Montana,  Nebraska, Nevada, New Hampshire, New Mexico, New York, North Carolina,  Oklahoma, Oregon, Pennsylvania, Rhode Island, South Carolina, South Dakota,  Tennessee, Utah, Vermont, Virginia, Washington, West Virginia, Wisconsin, and  Wyoming.  New Jersey and Texas will continue to use the prior version WC 000104 (4-84)  until the AIG adoption filing is approved. |
| **WC 000106A** | ** ** | **04/92** | ** **     | **LONGSHORE AND HARBOR WORKERS COMPENSATION ACT COVERAGE  ENDORSEMENT****As permitted by  state jurisdiction.**
California approved a state-specific version. Not  available in the monopolistic states other than WA.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| **WC 000109A** | ** ** | **04/92** | ** **     | **OUTER CONTINENTAL SHELF LANDS ACT COVERAGE ENDORSEMENT****“No such work at  this time. It is agreed that if any work is subject to the Outer Continental  Shelf Lands Act, the Insurer will endorse the policy within sixty (60) days  of the notification.”**                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| **WC 000111**  | ** ** | **07/92** | ** **     | **MIGRANT AND SEASONAL AGRICULTURAL WORKERS  PROTECTION ACT COVERAGE ENDORSEMENT** “No such work at this  time. It is agreed that if any work is subject to the MIGRANT AND SEASONAL  AGRICULTURAL WORKERS PROTECTION ACT the Insurer will endorse the policy  within sixty (60) days of the notification.”                                                                                                                                                                                                                                                                                                                                                                                                                            |
| **WC 000201A** | ** ** | **04/92** | ** **     | **MARITIME COVERAGE**
**Description of work:**“No such  work at this time. It is agreed that if any work is subject to the Maritime  Coverage Endorsement, the Insurer will endorse the policy within sixty (60)  days of the notification”.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| **WC 000203**  |       | **04/84** | **** **** | ****VOLUNTARY  COMPENSATION MARITIME COVERAGE ENDORSEMENT****

EMPLOYEES: “All  employees who are masters or members of the crew of any vessel.”

Workers Compensation Law: “State of Hire”

DESCRIPTION OF WORK: “No such work at this time. It  is agreed that if any work is subject to the Maritime Coverage Endorsement,  the Insurer will endorse the policy within sixty (60) days of the  notification.”                                                                                                                                                                                                                                                                                                   |
| **WC 000301**  | ** ** | **04/84** | ** **     | **ALTERNATE EMPLOYER ENDORSEMENT (STATE APPROVED - HI, OK,  AND TX)****Requires  specific name of Alternate Employer.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| **WC 000301A** |       | **02/89** |           | **ALTERNATE EMPLOYER ENDORSEMENT (ALL OTHER STATES  WHERE WE ARE USING A MASTER POLICY, EXCEPT AK AND CA)**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |

 

23

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| ** **     |       | ** ** |       | ·      Requires  specifics name of Alternate Employer

·      This  endorsement is not approved in Alaska.

·      Hawaii,  Oklahoma and Texas continue to use the prior version WC 000301 (4-84).

·      The  remaining states approved this endorsement.                                                                                                                                                                                                                                                             |
|----------------|------------|------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **WC 000302**  | ** ** | **04/84**  | ** ** | **DESIGNATED WORKPLACES EXCLUSION ENDORSEMENT**
·      California  disapproved this endorsement, but uses Endorsement Agreement  Limiting & Restricting This Insurance Form# 7606H for this purpose.

·      Pennsylvania  disapproved this endorsement, but uses Exclusion of Employees Endorsement WC  370303 for wrap-ups. The sponsor is named as statutory employer.

·      Connecticut  approved a state-specific version of this endorsement.

·      The  remaining states approved this endorsement. |
| **WC 000310**  |       | **04/84**  |       | **SOLE PROPRIETOR, PARTNER,  OFFICER AND OTHERS**

·      California  and Texas approved a state-specific version.  This endorsement is not approved in Pennsylvania

**Partners:**  All  partners

**Officers:  **All  executive officers

**Others:**    Each  person named in Item 4 of the Information Page                                                                                                                                                                                                                                                           |
| **WC 000311**  | ** ** | **04/84**  | ** ** | **VOLUNTARY COMPENSATION AND EMPLOYERS LIABILITY**
**Employees:**All  Officers and Employees, including any volunteers not subject to the Workers  Compensation law except masters and members of the crew of any vessel.

**State of Employment**:  Any state designated in Item 3.A. of the Information Page of this policy

**Compensation Law**:  State of Hire                                                                                                                                                                                                                                                                        |
| **WC 000311A** |       | **08/91**  |       | **VOLUNTARY COMPENSATION AND  EMPLOYERS LIABILITY**

**Employees**:  All Officers and Employees, including any volunteers not subject to the  Workers Compensation law except masters and members of the crew of any vessel

**State  of Employment:** Any state designated in Item 3.A. of the  Information Page of this policy

**Compensation  Law**: State of Hire                                                                                                                                                                                                                                                                     |
| **WC 000313**  |       | **04/84**  |       | **WAIVER OF OUR RIGHT TO RECOVER  FROM OTHERS**

·      A waiver of our right to  recover from others is not permitted in Kentucky, New Hampshire and New  Jersey.

·      California, Tennessee,  Texas and Utah approved a state-specific version.

**Schedule:**

“Any person or  organization to whom you become obligated to waive your rights of recovery  against, under any contract or agreement you enter into prior to the  occurrence of loss.”                                                                                                               |
| **WC 60904**   | ** ** | **08/94**  | ** ** | **FOREIGN VOLUNTARY COVERAGE ENDORSEMENT**
·      Minnesota,  New Jersey, North Carolina and Pennsylvania do not permit usage of this  endorsement. Foreign coverage is dictated by state law.

·      Alaska,  California, Florida and Massachusetts approved a state-specific version.                                                                                                                                                                                                                                                                                            |

 

24

----

 
| ** **     |       |      |       | ·      New  York and Wisconsin require usage of a state-prescribed Bureau form.

·      This  endorsement is approved in Alabama, Arizona, Arkansas,  Colorado, Connecticut, Delaware, DC, Georgia, Hawaii, Idaho, Illinois,  Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland, Michigan,  Mississippi, Missouri, Montana, Nebraska, Nevada, New Hampshire, New Mexico,  Oklahoma, Oregon, Rhode Island, South Carolina, South Dakota, Tennessee,  Texas, Utah, Vermont, Virginia and Wyoming.

 

**Schedule:**

**Name(s) of Employee:** “All  officers and Employees while stationed or traveling outside of the United  States of America, its territories or possessions, except masters and members  of the crew of any vessel”

 

**State or Country of Operations:**“Anywhere  in the world, including international waters or airspace, but excluding the  United States of America (including its territories and possessions) and  Puerto Rico and those countries against which the Office of Foreign Assets  Control of the U.S. Department of the Treasury administers and enforces  economic and trade sanctions”

**Designated Workers Compensation Law:**  State of hire

**Limits of Liability for Excess Repatriation  Expense**:

** **$25,000 - Each employee

 $25,000 - Each accident

**Limits of Liability for Part Two-Employers  Liability:**

 $2,000,000 - Bodily Injury by Accident

 $2,000,000 - Bodily Injury by Disease.  [policy limit and  each employee] |
|----------------|------------|-----------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **WC 990008A** |       | **10/03** |       | **AMENDMENT OF YOUR DUTIES IF INJURY OCCURS  ENDORSEMENT**

·      This  endorsement is approved in Alabama, Arizona, Connecticut, Delaware, DC,  Hawaii, Illinois, Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland,  Michigan, Mississippi, New Hampshire, New Mexico, Pennsylvania, Rhode Island,  South Dakota, Utah, Vermont and Virginia.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| **WC 990011A** |       | **10/03** |       | **UNINTENTIONAL ERRORS AND  OMISSIONS ENDORSEMENT**

·      California continues to  use the prior version WC 990011.  This endorsement is approved in Alabama, Arizona, Connecticut, Delaware, DC,  Hawaii, Illinois, Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland,  Michigan, Mississippi, New Hampshire, New Mexico, Pennsylvania, Rhode Island,  South Dakota, Utah, Vermont and Virginia.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| **WC000113**   | ** ** | **01/06** | ** ** | **TERRORISM RISK INSURANCE EXTENSION ACT  ENDORSEMENT**

This endorsement is used in MI only.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| **WC000422A**  |       | **09/08** | ** ** | **TERRORISM RISK INSURANCE  PROGRAM REAUTHORIZATION ACT DISCLOSURE ENDORSEMENT**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| **WC000320A**  |       | **02/92** | ** ** | **LABOR  CONTRACTOR ENDORSEMENT**

This endorsement is  used in certain states where a Multiple Coordinated Policy approach is  required. This is approved in CO & VT.

   New York uses a state specific endorsement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |

 

25

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| ** **                                 |       |      | ** ** | Florida continues to  use the prior version WC000320 (4-91).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|--------------------------------------------|------------|-----------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **WC000323**

**And**

**WC000323A 01/06** |       | **04/84** | ** ** | **MULTIPLE  COORDINATED POLICY ENDORSEMENT**

This endorsement is  used in certain states where a Multiple Coordinated Policy approach is  required.

WC000323 is used in LA & WC 000323A is used in VT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| **WC000303C**                              |       | **10/04** |       | **EMPLOYERS  LIABILITY COVERAGE ENDORSEMENT**

**(Separate policy will be  issued)**

 

This endorsement is used to provide stop gap  coverage (employers’ liability). It is intended for the monopolistic states  of North Dakota, Washington, West Virginia and Wyoming. It can NOT be  attached to a policy which has a deductible provision.

 

This endorsement is not  available in New Jersey and Texas.

 

Ohio uses  state-specific endorsement WC 34 03 01 B (4-92).     This endorsement is approved in Alabama, Alaska, Arizona, Arkansas,  California, Colorado, Connecticut, Delaware, DC, Florida, Georgia, Hawaii,  Idaho, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland,  Massachusetts, Michigan (exempt from filing), Minnesota, Mississippi,  Missouri, Montana, Nebraska, Nevada, New Hampshire, New Mexico, New York,  North Carolina, North Dakota, Oklahoma, Oregon, Pennsylvania, Rhode Island,  South Carolina, South Dakota, Tennessee, Utah, Vermont, Virginia, Washington,  West Virginia, Wisconsin and Wyoming. |
| **WC340301B**                              |       | **04/92** |       | **OHIO  EMPLOYERS LIABILITY COVERAGE ENDORSEMENT -**

**(Separate policy will be  issued)**

This endorsement is  used to provide stop gap coverage (employers’ liability). It is intended for  the monopolistic state of Ohio. It can not be attached to a policy that has a  deductible provision.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| **WC 53820**                               | ** ** | **07/92** | ** ** | **LARGE RISK RATING PLAN ENDORSEMENT (SHORT FORM) (N/A for  FL, TX or OR policies) Long Form LRRP attached to Policy # GL 187-20-57.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| **WC 990002A**                             | ** ** | **01/02** | ** ** | **LOSS REIMBURSEMENT ENDORSEMENT**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| **WC 990905A**                             | ** ** | **10/02** | ** ** | **FLORIDA LOSS REIMBURSEMENT ENDORSEMENT**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |

 

**CACoverage Forms, Extensions and Exclusions**

 
| **Form #** | ** ** | **Edition Date** | ** ** | **Name**                                                                                                                                                                                                                                                                                           |
|-----------------|------------|-----------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **California**  | ** ** | **Non-NCCI**          | ** ** | ** **                                                                                                                                                                                                                                                                                         |
| **Various**     | ** ** | ** **            | ** ** | **All  Mandatory State Endorsements**                                                                                                                                                                                                                                                              |
| **WC 000104A**  | ** ** | **10/04**             | ** ** | **FEDERAL EMPLOYERS LIABILITY ACT COVERAGE**                                                                                                                                                                                                                                                       |
| **WC 040101A**  |       | **04/92**             | ** ** | **LONGSHORE AND HARBOR WORKERS  COMPENSATION ACT COVERAGE ENDORSEMENT**                                                                                                                                                                                                                            |
| **WC 000109A**  |       | **04/92**             |       | **OUTER CONTINENTAL SHELF LANDS  ACT COVERAGE ENDORSEMENT**

**Description of work**

“No such work at this  time. It is agreed that if any work is subject to the Outer Continental Shelf  Lands Act, the Insurer will endorse the policy within sixty (60) days of the  notification.” |
| **WC 000201A**  |       | **04/92**             |       | **MARITIME COVERAGE ENDORSEMENT**

**Description of work:**                                                                                                                                                                                                                                        |

 

26

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| ** **    | ** ** | ** ** | **** **** | “No such work at this  time. It is agreed that if any work is subject to the Maritime Coverage  Endorsement, the Insurer will endorse the policy within sixty (60) days of  the notification”.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|---------------|------------|------------|----------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **WC 000203** | ** ** | **04/84**  | **** **** | ****VOLUNTARY  COMPENSATION MARITIME COVERAGE ENDORSEMENT****

**EMPLOYEES:**  “All employees who are masters or members  of the crew of any vessel.”

**Workers Compensation Law: CA**

**DESCRIPTION OF WORK:** “No such  work at this time. It is agreed that if any work is subject to the Maritime  Coverage Endorsement, the Insurer will endorse the policy within sixty (60)  days of the notification.”                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| **WC 040315** | ** ** | **09/05**  | ** **     | **CA LABOR CONTRACTOR AS NAMED INSURED WITH LCF  DESIGNATION - RESTRICTION OF COVERAGE TO CLIENT WORKERS**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| **7606H**     | ** ** | ** ** | ** **     | **DESIGNATED WORKPLACES EXCLUSION  ENDORSEMENT**

·      CA Designated Workplace  Endorsement 7606H is designed to exclude locations/worksites that are part of  a construction wrap up.

·      This endorsement will be  issued and attached when specifically requested. There is no one CA policy.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| **WC 040304** |       | **01/85**  |           | **CA SOLE PROPRIETOR COVERAGE  ENDORSEMENT**

**Partners**:  All partners 

**Officers:**  All executive officers 

**Others:**  Each person named in Item 4 of the Information Page                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| **WC 040305** |       | **01/85**  |           | **CA VOLUNTARY COMPENSATION AND  EMPLOYERS LIABILITY**

**Employees**:  “It is agreed that if any such person is subject to the Voluntary  Compensation and Employers Liability Coverage Endorsement, the Insurer will  endorse the policy within sixty (60) days of notification”.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| **WC 990422** |       | **10/05**  |           | **FOREIGN VOLUNTARY COVERAGE  ENDORSEMENT**

**Schedule**

**Name(s) of  Employee:** “All  officers and Employees while stationed or traveling outside of the United  States of America, its territories or possessions, except masters and members  of the crew of any vessel”.

 

**State  or Country of Operations:**“Anywhere in*the world,*including  international waters or airspace, but excluding the United States of America  (including its territories and possessions) and Puerto Rico and Those  countries against which the Office of Foreign Assets Control of the U.S.  Department of the Treasury administers and enforces economic and trade  sanctions”.

 

**Designated  Workers Compensation Law*:***“California*”*

 

**Limits  of Liability for Excess Repatriation Expense**:

$25,000 - Each employee

$25,000 - Each accident

**Limits  of Liability for Part Two-Employers Liability:**

$2,000,000 - Bodily  Injury by Accident

$2,000,000 - Bodily  Injury by Disease. [policy limit and each employee] |

 

27

----

 
| ** **     |       |      |       | **Rates:**  “Included in the State of regular employment”.                                                                                                                                                                                                        |
|----------------|------------|-----------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **WC 040361**  |       | **11/90** |       | **CA BLANKET WAIVER OF OUR RIGHT  TO RECOVER FROM OTHERS**

**Schedule:**

“Any person or  organization to whom you become obligated to waive your rights of recovery  against, under any contract or agreement you enter into prior to the  occurrence of loss.” |
| **WC 990011**  |       | **10/03** | ** ** | **UNINTENTIONAL ERRORS AND  OMISSIONS ENDORSEMENT**                                                                                                                                                                                                                         |
| **WC 990017**  | ** ** | **01/01** | ** ** | **CA CANCELLATION ENDORSEMENT**                                                                                                                                                                                                                                             |
| **WC 990421A** | ** ** | **01/02** | ** ** | **CA LOSS REIMBURSEMENT ENDORSEMENT**                                                                                                                                                                                                                                       |

 

**DefenseBase Act Coverage is not provided. Premium will be quoted separately by Worldsource will be billableoutside of this program.**

 

**Workers’ Compensation Premiums**

 

Except for guaranteedcost policies, the Workers’ Compensation premium does not include thenon-ratable elements mandated by the various states.

 

WC/EL premiums andnon-ratable elements are subject to rates approved by the various states andthe actual experience modifications promulgated. Premium adjustments resultingfrom WC/EL rate/premium changes applicable at inception, which were notrecognized at the time the workers’ compensation policy was initially rated,will result in revised installments reflecting the amount of any suchadjustments. The revised amounts will be an obligation of yours under theinsurance program.

 

**Workers’ Compensation Loss Reimbursement(Deductible) Policy/Plan Premiums**

 

A discount in the premiumfor the loss reimbursement (deductible) policies shown in the schedule iscalculated in accordance with our deductible rating plan.  The premium includes a provision for certaintaxes and assessments (including residual market plan assessments), which weexpect to become obligated to pay based on the premium.

 

Furthermore, in the eventthat any state regulatory authority determines that deductible reimbursementsare taxable as premium or subject to assessments you will be obligated to paythe premium taxes and/or assessments applicable to the Policies.

 

Any additional premiumamounts calculated under this insurance program do not accrue toward maximum oraggregates which may be included in your Casualty Insurance Program.

 

28

----

 

**CommercialGeneral Liability**

 

Policy Term:  Effective at 12:01 AM       1/1/2009           to      1/1/2010

 

Your Coverage Trigger x  Occurrence

 
| Each Occurrence  Combined Single Limit                           |   | $      | 2,000,000 |   |
|------------------------------------------------------------------|--------|--------|-----------|--------|
| Personal &  Advertising Injury Limit                    |   | $      | 2,000,000 |   |
| Damage to  Premises Rented to You                                |   | $      | 2,000,000 |   |
| Medical Expense  Limit (any one person)                          |   | $      | 10,000    |   |
| Employee  Benefits Liability*                                    |   | $      | 2,000,000 |   |
| Subject to a  Deductible of: $500,000                            |   |   |      |
|                                                             |   |   |      |
| x  *A Claims Made Form – Retrospective Date 06/15/1995 |   |   |      |
| General  Aggregate Limit – Per Policy                       |   | $      | 4,000,000 |   |
| Products-Completed  Operations Aggregate Limit                   |   | $      | 4,000,000 |   |

 
| ** **                                                                                                 | ** ** | **Deductible** | ** ** | **Applicable  To** | ** **      |
|------------------------------------------------------------------------------------------------------------|------------|----------------|------------|--------------------|-----------------|
| Premises,  Operations, Personal and Advertising Injury, Medical Payments, or Damage to  Property Liability |       | $              | 500,000    |               | Each Occurrence |   |
| Products-Completed  Operations Liability                                                                   |       | $              | 500,000    |               | Each Occurrence |   |

 

***Note:1)For Insured States, the limit of coverage as shown in this document include(s) theDeductible/Retention Limit layer amount(s) retained by the Insured .2) For Self-Insured States, the limits of liability shown are in excess ofthe Self Insured Retention amount. 3) Aggregate Limits apply where applicable.***

* *

**CoverageExtensions and Exclusions**

 
| **Form #**  | ** ** | **Edition Date** | ** **     | **Name**                                                                                                                                                                                                                                           |
|------------------|------------|-----------------------|----------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **       | ** ** | ** **            | ** **     | ** **                                                                                                                                                                                                                                         |
| **CG 00 01**     | ** ** | **12/07**             | ** **     | **Commercial General Liability Coverage  Form (Occ.)**                                                                                                                                                                                        |
| **IL 00 17**     | ** ** | ** **            | ** **     | **Common Policy Conditions**                                                                                                                                                                                                                       |
| ** **       | ** ** | ** **            |           |                                                                                                                                                                                                                                               |
| **Various**      | ** ** | ** **            | ** **     | **All Mandatory State Endorsements**                                                                                                                                                                                                               |
| ** **       | ** ** | ** **            | ** **     | ** **                                                                                                                                                                                                                                         |
| **CG 2011**      | ** ** | **01/96**             | ** **     | **ADDITIONAL INSURED – MANAGERS OR LESSORS OF  PREMISES**

**·****   NAME OF PERSON OR  ORGANIZATION:**ALL  LESSORS WHERE REQUIRED BY CONTRACT                                                                            |
| **CG 2015**      | ** ** | **07/04**             | ** **     | **ADDITIONAL INSURED – VENDOR**

**·****   VENDORS:** ANY VENDOR FOR  WHOM THE INSURED HAS AGREED TO PROVIDE SUCH INSURANCE UNDER CONTRACT.

**·****   PRODUCTS:** ALL PRODUCTS OF  THE NAMED INSURED |
| **CG 0224**      | ** ** | **10/93**             | **** **** | ****EARLIER NOTICE  OF CANCELLATION PROVIDED BY US (90/10 DAYS****)                                                                                                                                                                                |
| **62134**        | ** ** | **03/95**             | **** **** | ****WHEN WE DO NOT  RENEW (90 DAYS ADVANCE NOTICE)****                                                                                                                                                                                             |
| ****CG 24 04**** | ** ** | **10/93**             | **** **** | ****WAIVER OF  TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US****                                                                                                                                                                             |
| **61712**        | ** ** | **12/06**             | ** **     | **ADDITIONAL INSURED – WHERE REQUIRED UNDER  CONTRACT OR AGREEMENT**                                                                                                                                                                          |

 

29

----

 
| **51767**                  | ** ** | **04/02**                   | **** **** | ****EMPLOYEE  BENEFITS LIABILITY COVERAGE (CLAIMS-MADE)****

****·********     Alaska, Connecticut, Illinois, Maine,  Missouri, New Hampshire and Pennsylvania approved a state-specific  endorsement.****

**** ****

****The endorsement is not approved  in Arkansas, Louisiana, Massachusetts, Nebraska, New Mexico, New York, North  Carolina, Texas, Vermont, Virginia, Washington and Wyoming.****

**** ****

****The endorsement is approved in  the remaining states.**** |
|----------------------------|------------|-----------------------------|----------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                 | ** ** | ** **                  | ** **     | **** ****                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| ** **                 | ** ** | ** **                  | ** **     | ****SCHEDULE:****                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| ** **                 | ** ** | ** **                  | ** **     | ****Each Wrongful Act or Series of  Related****                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| ** **                 | ** ** | ** **                  | ** **     | ****Wrongful  Acts:****                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | ****$2,000,000**** |
| ** **                 | ** ** | ** **                  | ** **     | ****Aggregate:****                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | ****Included  within General Aggregate.**** |
| ** **                 | ** ** | ** **                  | ** **     | ****Deductible:****                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | ****$500,000**** |
| ** **                 | ** ** | ** **                  | ** **     | ****Retro  Active Date:****                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | ****6/15/1995**** |
| ** **                 | ** ** | ** **                  | ** **     | ****Premium:****                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | ****Included**** |
| **61707**                  | ** ** | **12/94**                   | ** **     | **AMENDMENT OF DUTIES IN THE EVENT OF OCCURRENCE,  CLAIMS OR SUIT**                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| **61944**                  | ** ** | **02/95**                   | ** **     | **BROAD FORM NAMED INSURED ENDORSEMENT**                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| **62132**                  | ** ** | **03/95**                   | **** **** | ****UNINTENTIONAL  ERRORS AND OMISSIONS****                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| **65324**                  | ** ** | **11/96**                   | **** **** | ****MARITIME  LIABILITY ENDORSEMENT IN REM COVERAGE****                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| **65157**                  | ** ** | **04/96**                   | **** **** | ****INCIDENTAL MEDICAL  MALPRACTICE LIABILITY COVERAGE****                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| **67265**                  | ** ** | **03/97**                   | **** **** | ****AMENDMENT OF  OTHER INSURANCE****                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| **64009**                  | ** ** | **11/95**                   | **** **** | ****NON-OWNED  WATERCRAFT ENDORSEMENT****                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| **71705**                  | ** ** | **09/98**                   | **** **** | ****LIBERALIZATION  CLAUSE****                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| **74440**                  | ** ** | **08/07**                   | **** **** | ****EXTENDED  EXCEPTION FOR FIRE DAMAGE LIABILITY****                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| **74435**                  | ** ** | **09/01**                   | **** **** | ****AMENDMENT OF WHO  IS AN INSURED (RECREATIONAL COVERAGE****)                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| **67446**                  | ** ** | **04/97**                   | **** **** | ****LIMITED JOINT  VENTURE COVERAGE****                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| **Manuscript Endorsement** | ** ** | **Manuscript  Endorsement** | **** **** | ****JOINT VENTURE  ENDORSEMENT****                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| **Manuscript Endorsement** | ** ** | **Manuscript  Endorsement** | **** **** | ****AMEND DEFINITION  OF INSURED CONTRACT****                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| **Manuscript Endorsement** |       | **Manuscript  Endorsement** | **** **** | ****NOTICE OF  OCCURRENCE – VICE PRESIDENT OF RISK MANAGEMENT****

****Underwriters shall not deny coverage as the result  of an unintentional failure by the insured to give notice as respects any  occurrence, provided notice is given as soon as practicable after the Vice  President of Risk Management of Gevity HR Inc. (or equivalent) becomes aware  that this policy may apply to such occurrence.****                                                                                                |
| **Manuscript Endorsement** |       | **Manuscript  Endorsement** | **** **** | ****AMENDATORY  ENDORSEMENT – AMENDMENT OF DUTIES IN THE EVENT OF OCCURRENCE, CLAIM, SUIT OR  LOSS (FORM 61707)****

****Notice will be given to the Vice President of Risk  Management (or equivalent) in lieu of Director of Risk Management.****                                                                                                                                                                                                                                                          |
| **Manuscript Endorsement** |       | **Manuscript  Endorsement** | **** **** | ****WHO IS AN  INSURED ENDORSEMENT – ASSOCIATIONS, CLUBS OR OTHER ORGANIZATIONS AND  CORPORATE EMPLOYEE MEMBERS.****                                                                                                                                                                                                                                                                                                                                                                                              |
| **Manuscript Endorsement** |       | **Manuscript  Endorsement** | **** **** | ****AMENDATORY  ENDORSEMENT – AMENDMENT OF SECTION V. – DEFINITIONS - OF FORM CG 00  01 (12/04).****

****Amend definition 5. “Employee” and 10. “Leased  Worker” as well as add definition 23. “Client Employee”.****

**** ****

****It is hereby understood and agreed that**  SECTION V – DEFINITIONS, 5 and 10.******are deleted in their entirety and replaced with  the following:****                                                         |

 

30

----

 
| ** **                 | ** ** | ** **                  | **** **** | ****5.          “Employee” includes a “leased  worker” and “client employee.” Employee does not include a “temporary  worker.”****

**** ****

****10.        “Leased worker” means a person leased  to you by a labor leasing firm under an agreement between you and the labor  leasing firm, to perform duties related to the conduct of your business.  “Leased worker” does not include a “temporary worker” or “client employee.”****

**** ****

****It is hereby understood and agreed that  SECTION V – DEFINITIONS, is amended to include the following definition:****

**** ****

****23.        “Client Employee,” also known as a  worksite employee, means a person employed by you for the purpose of  performing duties related to the conduct of your client’s business or working  directly for your client under a Professional Employer Organization Services  Agreement.****

**** ****

****All other terms, and conditions and exclusions  remain the same.**** |
|----------------------------|------------|-----------------------------|----------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **Manuscript Endorsement** | ** ** | **Manuscript  Endorsement** | **** **** | ****KNOWLEDGE OF AN  OCCURRENCE – VICE PRESIDENT OF RISK MANAGEMENT********(or equivalent)****                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| **Manuscript Endorsement** | ** ** | **Manuscript  Endorsement** | **** **** | ****EXTENSION  SCHEDULE OF NAMED INSUREDS****                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| **64011**                  | ** ** | **11/05**                   | **** **** | ****AMENDMENT OF  COVERAGE TERRITORY****                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| ****65329****              | ** ** | **09/01**                   | **** **** | ****DELETION OF  CONTRACTUAL LIABILITY EXCLUSION (COVERAGE B****)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| **67260**                  | ** ** | **03/97**                   | **** **** | ****BODILY INJURY  DEFINITION EXTENSION****                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| ****82540****              | ** ** | **04/05**                   | **** **** | ****ASBESTOS &  SILICOSIS EXCLUSION****                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| **62251**                  | ** ** | **09/01**                   | **** **** | ****AIRCRAFT  PRODUCTS EXCLUSION AND GROUNDING ENDORSEMENT****                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| **CG 2116**                | ** ** | **07/98**                   | **** **** | ****EXCLUSION -  DESIGNATED PROFESSIONAL SERVICES****                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| **CG 2147**                | ** ** | **07/98**                   | **** **** | ****EMPLOYMENT-RELATED  PRACTICES EXCLUSION****                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| **64004**                  | ** ** | **09/01**                   | **** **** | ****ERISA EXCLUSION****                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| **78689**                  | ** ** | **07/03**                   | **** **** | ****FUNGUS EXCLUSION****                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| **CG 22 48**               | ** ** | **03/05**                   | **** **** | ****EXCLUSION –  INSURANCE AND RELATED OPERATIONS****                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| **58332**                  | ** ** | **07/93**                   | ** **     | **LEAD LIABILITY EXCLUSION**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| **IL 0021**                | ** ** | **07/02**                   | **** **** | ****NUCLEAR ENERGY  LIABILITY EXCLUSION (BROAD FORM)****

****·********   New York approved IL 0023.****

****·********   The 11-85 edition is approved in  Virginia.****

****·********   The 5-02 edition is approved in  Nebraska.****

****·********   The 6-02 edition is approved in  Vermont.****

****·********   The 5-04 edition is approved in  Texas.****

****·********   The remaining states approved  the 7-02 edition****                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| **62898**                  | ** ** | **09/01**                   | ** **     | **RADIOACTIVE MATTER EXCLUSION**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| **87295**                  | ** ** | **01/08**                   | ** **     | **Exclusion – Violation of Statutes in Connection  with Sending, Transmitting or Communicating Any Material or Information  (CAN-SPAM Act)**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| **89644**                  | ** ** | **07/05**                   | ** **     | **Coverage Territory Endorsement (OFAC)**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| **81461**                  | ** ** | **08/04**                   | **** **** | ****LARGE RISK  RATING PLAN ENDORSEMENT********POLICY  NUMBER: GL 187-20-57****                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| **71709**                  | ** ** | **03/04**                   | **** **** | ****COMPOSITE RATING  PLAN PREMIUM ENDORSEMENT****                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| **Manuscript Endorsement** | ** ** | **Manuscript  Endorsement** | **** **** | ****NAMED PERIL/TIME  ELEMENT POLLUTION COVERAGE (AIG FORM PREVIOUSLY PROVIDED.)****                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| **73187**                  | ** ** | **09/03**                   | **** **** | ****DEDUCTIBLE  COVERAGE ENDORSEMENT – A****                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| **Manuscript Endorsement** | ** ** | **Manuscript  Endorsement** | **** **** | ****AMENDMENT OF  “WHO IS AN INSURED” TO QUALIFY THAT “CLIENT EMPLOYEES” ARE NOT INSUREDS UNDER  THE CGL COVERAGE.****                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |

 

31

----

 
| ** ** |   | ** ** | **** **** | ****It is hereby understood and agreed that**Section II  – WHO IS AN INSURED, 2.******is deleted in its entirety and replaced with the following:****

**** ****

****2.********Each of the following  is also an insured:****

**** ****

****a.********Your “volunteer  workers” only while performing duties related to the conduct of your  business, or your “employees”, other than your “client employees”, your  “executive officers” (if you are an organization other than a partnership,  joint venture or limited liability company), or your managers (if you are a  limited liability company), but only for acts within the scope of their  employment by you or while performing duties related to the conduct of your  business. However, none of these “employees” or “volunteer workers” are  insureds for:****

**** ****

****(1)******** “Bodily injury” or  “personal and advertising injury”:****

**** ****

****(a)******** To you, to your  partners or members (if you are a partnership or joint venture), to your  members (if you are a limited liability company), to a co-”employee” while in  the course of his or her employment or performing duties related to the  conduct of your business, or to your other “volunteer workers” while  performing duties related to the conduct of your business;****

**** ****

****(b)******** To the spouse,  child, parent, brother or sister of that co-”employee” or “volunteer worker”  as a consequence of Paragraph**(1)(a)****** above;****

**** ****

****(c)******** For which there is  any obligation to share damages with or repay someone else who must pay  damages because of the injury described in Paragraphs**(1)(a)****** or**(b)****** above; or****

**** ****

****(d)******** Arising out of his  or her providing or failing to provide professional health care services.****

**** ****

****(2)******** “Property damage”  to property:****

**** ****

****(a)******** Owned, occupied or  used by,****

**** ****

****(b)******** Rented to, in the  care, custody or control of, or over which physical control is being  exercised for any purpose by****

**** ****

****you, any of your “employees”,  “volunteer workers”, any partner or member (if you are a partnership or joint  venture), or any member (if you are a limited liability company).****

**** ****

****b.********Any person (other than  your “employee” or “volunteer worker”), or any organization while acting as  your real estate manager.****

**** ****

****c.********Any person or  organization having proper temporary custody of your property if you die, but  only:****

**** ****

****(1)******** With respect to  liability arising out of the maintenance or use of that property; and****

**** ****

****(2)******** Until your legal  representative has been appointed.**** |
|------------|--------|------------|----------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

32

----

 
| ** **                 | ** ** | ** **                  | **** **** | ****d.********Your legal  representative if you die, but only with respect to duties as such. That  representative will have all your rights and duties under this Coverage Part.****

**** ****

****All other terms, and conditions and exclusions  remain the same.****                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|----------------------------|------------|-----------------------------|----------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **Manuscript Endorsement** | ** ** | **Manuscript  Endorsement** | ** **     | **Cancellation Clause Amended Endorsement (Credit  Rating Trigger)**

** **

**COMMON POLICY CONDITIONS, A. - Cancellation,**is  amended to include the following additional provision:

In the event A.M. Best Co. issues a reduction  in Our financial strength rating to below A- or Standard & Poor’s  Ratings Services issues a reduction in Our financial strength rating to below  BBB (hereinafter “Credit Rating Downgrade”), this policy may be canceled by  the first Named Insured by mailing written prior notice to Us or by surrender  of this policy to Us or Our authorized agent. If this policy is canceled by  the first Named Insured within 30 days after such Credit Rating Downgrade, We  shall retain the pro rata proportion of the premium. |

 

**NOTES ON SPECIAL COVERAGE(S)**

 

33

----

 

**CommercialAutomobile Liability**

 

Policy Term:  Effective at 12:01 AM       1/1/2009            to      1/1/2010

 
| **Coverage**                                                                                                                      | ** ** | **Coverage Symbols** | ** ** | **Limits**                                                                                                                                                                                                                          |
|-----------------------------------------------------------------------------------------------------------------------------------|------------|---------------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Combined Single Limit –                                                                                                      | ** ** | **1**                     |       | $2,000,000                                                                                                                                                                                                                          |
| Personal Injury Protection  – (Per Insured’s Selection)                                                                 |       | N/A                       |       | N/A                                                                                                                                                                                                                                 |
| Medical Payments – Each  Person Insured –                                                                               |       | N/A                       |       | N/A                                                                                                                                                                                                                                 |
| Uninsured  Motorists/Underinsured Motorists – (Per Insured’s Selection)* 

*Not Available in  Indiana, Ohio or Michigan | ** ** | **10**                    |       | Options: (check  applicable option):

 

x  1.) Rejection where possible/minimum  limits elsewhere  

 

o  2.) Policy limits where  possible/maximum limits elsewhere

 

o  3.) Other limits (identify limit(s)) $ |

 
| ** **                                          | ** ** | **Deductible** | ** ** | **Applicable To** |
|-----------------------------------------------------|------------|----------------|------------|------------------------|
| Automobile Liability,  Including UM/UIM/PIP, If Any |       | $              | 500,000    |                   | Each Accident |
|                                                     |            |                |            |                        |  |

 

***Note:1)For Insured States, the limit of coverage as shown in this document include(s) theDeductible/Retention Limit layer amount(s) retained by the Insured .2) For Self-Insured States, the limits of liability shown are in excess ofthe Self Insured Retention amount. 3) Aggregate Limits apply where applicable.***

 
| **Coverage  Extensions and Exclusions** |
|-----------------------------------------|
| ** **                              |
| **Form #**                         | ** ** | **Edition Date** | ** ** | **Name** |
| ** **                              | ** ** |   |   |   |
| **CA 00 01**                            | ** ** | **03/06** | ** ** | **Business Auto Coverage Form** |
| **IL 00 17**                            | ** ** |   |   | **Common Policy Conditions** |
| ** **                              | ** ** |   |   | ** ** |
| **Various**                             | ** ** |   |   | **All Mandatory State Endorsements** |
| ** **                              | ** ** |   |   | ** ** |
| **CA  2001**                            | ** ** | **03/06** | ** ** | ****LESSOR  - ADDITIONAL INSURED AND LOSS PAYEE****

**STATE  APPROVALS:**

·     This endorsement is not approved in  Kansas and Texas.

·     Hawaii, Massachusetts and Virginia use a  state-specific endorsement.

·     The 10-01 edition is approved AK, CT, GA,  LA, NH, NY and OR.

·     The 3-06 edition is approved in the  remaining states.

**DESCRIPTION**:  ALL LEASED AUTOS |
| **61944**                               | ** ** | **02/95** | ** ** | ****BROAD  FORM NAMED INSURED****

**STATE  APPROVALS:**

·     Texas approved a state-specific version  of this endorsement.

·     This endorsement is not approved in  Arkansas, Delaware, |

 

34

----

 
| ** **   | ** ** | ** ** | ** ** | Idaho,  Massachusetts, Nebraska, North Carolina, Ohio, Vermont and Virginia.

·     The endorsement is approved in the  remaining states.                                                                                                                                                                                                                                                                                                                                                                                 |
|--------------|------------|------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **CA  2313** | ** ** | **12/93**  | ** ** | ****TRAILER  INTERCHANGE FIRE AND FIRE AND THEFT COVERAGES****

**STATE  APPROVALS:**

·     This endorsement is not approved in  Texas.

·     The endorsement is approved in the  remaining states.

 

Limit of  Insurance:  $2,000,000

Rate:  Flat

Minimum Premium: **Included**                                                                                                                                                                                            |
| **CA  9910** | ** ** | **09/02**  | ** ** | ****DRIVE  OTHER CAR COVERAGE – BROADENED COVERAGE FOR NAMED INDIVIDUALS****

**STATE APPROVALS:**

·     California, Massachusetts, Texas and  Virginia approved a state-specific version of this endorsement.

 

·     The endorsement is approved in the  remaining states.

**** ****

****Name  of Individual:  “********A****ll  executives of the named insured who are furnished autos by the Named Insured  and who do not have personal auto insurance” |
| **CA  9916** | ** ** | **12/93**  | ** ** | ****HIRED AUTOS SPECIFIED AS COVERED AUTOS YOU OWN****
**STATE APPROVALS:**

·     Hawaii and Texas approved a  state-specific version of this endorsement.

·     This endorsement is not approved in  Kansas.

·     The endorsement is approved in the  remaining states.

** **

**Description of Auto:**

“Any auto hired,  loaned, leased or furnished to the Named Insured for a period of six (6) months  or more”.                         |
| **CA  9933** | ** ** | **02/99**  | ** ** | **EMPLOYEES AS INSUREDS**
**STATE APPROVALS:**

·     Texas approved a state-specific version  of this endorsement.

·     The endorsement is approved in the  remaining states.                                                                                                                                                                                                                                                                                                                 |
| **CA  9954** | ** ** | **07/97**  | ** ** | **COVERED AUTO DESIGNATION SYMBOL**
STATE APPROVALS:

This endorsement is  approved in all states.

** **

**Description:**

Symbol 10 = “Hired  autos” and/or “non-owned autos” where there is a statutory requirement to  provide Uninsured Motorists or Underinsured Motorists coverage when liability  coverage is provided, unless the insured has rejected such coverage.                                                                                                                                           |
| **CA  2054** | ** ** | **10/01**  | ** ** | **EMPLOYEE HIRED AUTOS**
**STATE APPROVALS:**

·     Louisiana approved a state-specific  version of this endorsement.

·     The endorsement is approved in the  remaining states.                                                                                                                                                                                                                                                                                                              |
| **61709**    | ** ** | **12/94**  | ** ** | ****AMENDMENT OF DUTIES IN THE EVENT OF ACCIDENT,  CLAIMS, SUIT OR LOSS****                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |

 

35

----

 
| ** ** | ** ** | ** ** | ** ** | **STATE APPROVALS:**

·     This endorsement is not approved in  Arkansas, North Carolina, Ohio and Virginia.

·     The endorsement is approved in the  remaining states.                                                                                                                                                                                                                                                                                                                                                                                    |
|------------|------------|------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **87950**  | ** ** | **10/05**  | ** ** | **ADDITIONAL INSURED - WHERE REQUIRED UNDER  CONTRACT OR AGREEMENT**

**STATE APPROVALS:**

·     The 10/05 version has been approved in  all states other than VA.

·     New York approved a state-specific  version of this endorsement 94199 (3/07).

 

Schedule of Additional  Insureds:  “Any  person or organization for whom you are contractually bound to provide  Additional Insured status but only to the extent of such person or  organizations liability arising out of the use of a covered “auto”. |
| **62135**  | ** ** | **03/95**  | ** ** | ****WHEN WE DO NOT RENEW****
**STATE APPROVALS:**

·     This endorsement is not approved in  Arkansas, Delaware, Idaho, Massachusetts, Michigan, Nebraska, New Hampshire,  North Carolina, South Carolina, Vermont, Virginia and Washington.

·     The endorsement is approved in the  remaining states.                                                                                                                                                                                                                                                    |
| **62138**  | ** ** | **03/95**  | ** ** | ****EARLY NOTICE OF CANCELLATION PROVIDED BY US****
**(90** Days for  Non-Renewal  and **10**  days for Non-Payment

**STATE APPROVALS:**

·     This endorsement is not approved in  Arkansas, Delaware, Idaho, Massachusetts, Michigan, Nebraska, New Hampshire,  North Carolina, South Dakota and Vermont.

·     The endorsement is approved in the  remaining states.                                                                                                                                                                               |
| **62897**  | ** ** | **06/95**  | ** ** | ****WAIVER OR TRANSFER OF RIGHTS OF RECOVERY AGAINST  OTHERS****
**STATE APPROVALS:**

·     This endorsement is not approved in  Arkansas, North Carolina and Ohio.

·     The endorsement is approved in the  remaining states.                                                                                                                                                                                                                                                                                                                             |
| **65330**  | ** ** | **11/96**  | ** ** | ****MEXICAN COVERAGE BROAD FORM****
**STATE APPROVALS:**

·     This endorsement is not approved in Texas  and Virginia.

·     The endorsement is approved in the  remaining states.                                                                                                                                                                                                                                                                                                                                                                         |
| **67264**  | ** ** | **03/97**  | ** ** | ****EXPECTED OR INTENDED INJURY EXCLUSION AMENDMENT  (REASONABLE FORCE EXCEPTION)****
**STATE APPROVALS:**

·     This endorsement is not approved in  Minnesota and Texas.

·     The endorsement is approved in the  remaining states.                                                                                                                                                                                                                                                                                                                      |
| **74438**  | ** ** | **10/99**  | ** ** | ****BODILY INJURY DEFINITION EXTENSION****
**STATE APPROVALS:**

·     This endorsement is not approved in  Idaho, Maine, Michigan, Mississippi, South Dakota, Virginia, West Virginia  and Wisconsin.

·     The endorsement is approved in the  remaining states.                                                                                                                                                                                                                                                                                           |
| **86679**  | ** ** | **08/04**  | ** ** | ****FELLOW EMPLOYEE EXCLUSION DELETED****
Note: This endorsement previously had form number  64007 (11-95). Since there is a GL form with the same number, we had to  assign a new form number to this endorsement. It is now 86679.

**STATE APPROVALS:**

·      This endorsement is not approved  Maryland, New Jersey, Virginia and Wisconsin.                                                                                                                                                                                                                                |

 

36

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| ** **                  | ** ** | ** **                 | ** ** | ·      The endorsement is approved in the  remaining states.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|-----------------------------|------------|----------------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **MCS –  90**          | ** ** | **04/00**                  | ** ** | ****MOTOR CARRIER PUBLIC LIABILITY ENDORSEMENT (MCS-90)****                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| **IL  0021**                | ** ** | **07/02**                  | ** ** | ****NUCLEAR ENERGY LIABILITY EXCLUSION ENDORSEMENT  (BROAD FORM)****
**STATE  APPROVALS:**

·     This endorsement is not approved in New  York.

·     Washington uses IL 01 98 7-02.

·     The 3-92 edition is approved on Texas.

·     The 4-98 edition is approved in  Massachusetts.

·     The 5-02 edition is approved in Nebraska.

·     The 6-02 edition is approved in Vermont.

·     The remaining states approved the 7-02  edition.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| **MANUSCRIPT  ENDORSEMENT** | ** ** | **MANUSCRIPT ENDORSEMENT** | ** ** | ****AMEND DEFINITION OF INSURED CONTRACT****** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| **MANUSCRIPT  ENDORSEMENT** | ** ** | **MANUSCRIPT ENDORSEMENT** | ** ** | ****AMENDATORY ENDORSEMENT – AMEND SECTION V. –  DEFINITIONS - OF FORM CA 00 01 (03/06).******Amend definition  F. “Employee” and I. “Leased Worker” as well as add definition Q. “Client  Employee”.**
 

It  is understood and agreed that **Section V**  - Definitions of form CA 0001 (03/06), Business Auto Coverage Form of  the policy is amended as follows:

 

The  Definitions of “**Employee**” and  “**Leased Worker**” are deleted and  replaced by the following:

** **

**F.**    “**Employee**” includes a “**leased worker**”.  “**Employee**”  does not include a “temporary worker” or a “client employee”.

** **

**I.     **“**Leased worker**” means a person leased to you by a labor  leasing firm under an agreement between you and the labor leasing firm, to  perform duties related to the conduct of your business.  “**Leased worker**”  does not include a “**temporary worker**”.  As used in this policy, “**Leased worker**” does not mean or include “client  employees”.

 

In  addition, Item **Q**.****is  added to the definition section “**Client Employee**”  defined as follows:

** **

**Q.**    “**Client Employee**”, also known as a worksite employee, means  a person employed by you for the purpose of performing duties related to the  conduct of your client’s business or working directly for your client under a  Professional Employer Organization Services Agreement. |
| **MANUSCRIPT  ENDORSEMENT** | ** ** | **MANUSCRIPT ENDORSEMENT** | ** ** | **NOTICE OF ACCIDENT**

The Company shall not  deny coverage as the result of an unintentional failure by the insured to  give notice as respects to any accident, provided notice is given as soon as  practicable after the Vice President of Risk Management ****(or equivalent)****becomes aware that this policy may apply to such accident.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| **MANUSCRIPT  ENDORSEMENT** | ** ** | **MANUSCRIPT ENDORSEMENT** | ** ** | ****KNOWLEDGE OF OCCURRENCE****
It is understood and  agreed that knowledge of an occurrence, claim or suit by any agent, servant  or employee of the insured shall not constitute knowledge by the insured  unless the Vice President of Risk Management & Insurance of the  GEVITY HR, Inc. ****(or equivalent)**** has received such  notice.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| **MANUSCRIPT  ENDORSEMENT** | ** ** | **MANUSCRIPT ENDORSEMENT** | ** ** | ****AMENDATORY ENDORSEMENT – AMENDMENT OF DUTIES IN THE  EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS (FORM 61709)****
Notice will be given to  the Vice President of Risk Management ****(or equivalent)****in lieu  of Corporate Risk Manager.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| **MANUSCRIPT  ENDORSEMENT** | ** ** | **MANUSCRIPT ENDORSEMENT** | ** ** | ****AMENDATORY ENDORSEMENT****                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |

 

37

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| ** **                  | ** ** | ** **                 | ** ** | ****It is hereby agreed that Employees as Insureds  Endorsement (CA9933) and Employee Hired Autos Endorsement (CA2054) does not  apply to “client employees”. ****                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|-----------------------------|------------|----------------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **MANUSCRIPT  ENDORSEMENT** | ** ** | **MANUSCRIPT ENDORSEMENT** | ** ** | ****UNINTENTIONAL ERRORS AND OMISSIONS ENDORSEMENT****
Section IV –  Business Automobile Conditions – Representations is added.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| **MANUSCRIPT  ENDORSEMENT** | ** ** | **MANUSCRIPT ENDORSEMENT** | ** ** | ****EXTENSION SCHEDULE OF NAMED INSUREDS****                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| **MANUSCRIPT  ENDORSEMENT** | ** ** | **MANUSCRIPT ENDORSEMENT** | ** ** | **Cancellation Clause Amended Endorsement (Credit Rating  Trigger)**
** **

**COMMON POLICY CONDITIONS, A. -  Cancellation,**is amended to include the following  additional provision:
**In the event A.M.  Best Co. issues a reduction in Our financial strength rating to below A- or  Standard & Poor’s Ratings Services issues a reduction in Our  financial strength rating to below BBB (hereinafter “Credit Rating  Downgrade”), this policy may be canceled by the first Named Insured by  mailing written prior notice to Us or by surrender of this policy to Us or  Our authorized agent.  If this policy  is canceled by the first Named Insured within 30 days after such Credit  Rating Downgrade, We shall retain the pro rata proportion of the premium.** |
| **53820**                   | ** ** | **07/92**                  | ** ** | ****LRRP  SHORT FORM ENDORSEMENT -****

****LRRP  LONG FORM ATTACHED TO POLICY # GL 187-20-57.****                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| **73187**                   | ** ** | **09/03**                  | ** ** | ****DEDUCTIBLE  COVERAGE ENDORSEMENT – A****                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| **89644**                   | ** ** | **07/05**                  | ** ** | ****COVERAGE  TERRITORY ENDORSEMENT (O.F.A.C.)****

****STATE  APPROVALS:****

·     This endorsement is disapproved in  Virginia.

·     The endorsement is approved in the  remaining states.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |

 
| **NOTES ON SPECIAL COVERAGE(S):** |
|-----------------------------------|

 
| **UM/UIM  Automobile Coverage**

 

For Uninsured Motorists  coverage (UM), Underinsured Motorist coverage (UIM) and Personal Injury  Protection coverage (PIP), there are specific rejection/election of coverage  forms that must be completed, signed, and returned to us prior to the  inception of automobile coverage.  You  must complete, sign and return such forms to us by the Policy(ies) inception  date of coverage.  Your failure to  return all required selection forms shall be deemed your acceptance that the  automobile policy(ies) will be issued and rated to include the limits of  UM/UIM coverage equal to the policy limits of liability, or equal to the  maximum limits required by law if lower than policy limits, and the limit for  PIP coverage that we are required to offer for each state.  In the event you fail to return the signed  forms and we apply UM/UIM and PIP limits as described herein an additional  charge for this change in coverage will be added to your Automobile Liability  premium, as referenced in Section 2., Program Rates and Premiums.  Your acceptance of the casualty insurance  program supersedes anything to the contrary in specification(s), Proposal(s),  quotation(s), this binder(s) or any other “agreement” or “understanding”,  and you will be responsible for the payment of UM/UIM/PIP damages within your  “retention or deductible” whichever is applicable.

  |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

Please be advised that wedo not offer UM/UIM coverage in Indiana, Michigan and Ohio.  This program does not include in its pricingUM/UIM for vehicles garaged in Indiana, Michigan or Ohio.

 

In any State permittingelection of UM limit *“stacking”,*anyUM coverage contemplated herein is predicated upon rejection of the *“stacking”*provision by each Named Insured.

 

38

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**State DMVProof of Coverage Reporting Requirements**

 

The department of MotorVehicles (DMV) in various states has implemented anti-fraud systems thatrequire that proof of coverage be on file in their data bases.  These various state DMV’s presently mandatethe filing of specific data elements as State law(s) require.  These data elements must be suppliedto us upon binding Automobile Liability Coverage.  Without the information, we are unable tomake our mandatory reports to the DMV. It is critical that you provide information in a timely manner to yourbroker.  If we are unable to comply withthe reporting requirements, it may result in loss of your tags, fines,impoundment of your vehicle(s), including cargo, and your inability to registeryour vehicle(s). In addition, you may be subject to State fines and penalties.

 

We have advised yourbroker as to the Automobile Liability Insurance Reporting Proceduresinformation available on our web site. Additionally, we have advised yourbroker on how to retrieve “templates” on our web site for capture andtransmission of vehicle information for such reporting.

 

For more about the DMVreporting requirements visit the Virtual Office web site under https://www.accessaig.com/accessaig/public/home.

 

It is your responsibilityto supply us, through your broker, with all of the required data on changes toyour list of vehicles that are covered by the policy (vehicle list) after theinception date of the policy.  Failure todo so may result in the previously mentioned consequences.

 

Please contact yourbroker to ensure that all of the necessary information has been, and continuesto be, provided to us.

 

**AutomobileCoverage where a Composite Rate Applies**

 

For automobile coverage,the earned premium will be computed based on the number of units at inceptionof the casualty insurance program plus the number of units at expiration,divided by two (2).

 

**COMMERCIALAUTOMOBILE TERRORISM RISK EXTENSION ACT OF 2005 NOTIFICATION**

 

**You are hereby notified that under the Terrorism Risk InsuranceExtension Act of 2005 (which amends the Terrorism Risk Insurance Act of 2002),Commercial Automobile is excluded from the covered lines of the Act.  While no federal backstop currently existsfor Commercial Automobile, we are willing to provide you with Terrorismcoverage subject to the limitations and exclusions of each automobile insurancecontract for the additional premium indicated below.**

** **

**For your convenience, our standard terrorism definitionfollows, however, the definition may vary based on modifications required byindividual state regulatory offices.**

** **

**DEFINITIONS - The following definitions shall apply:**

**“Terrorism” means the use or threatened use of force orviolence against person or property, or commission of an act dangerous to humanlife or property, or commission of an act that interferes with or disrupts anelectronic or communication system, undertaken by any person or group, whetheror not acting on behalf of or in any connection with any organization,government, power, authority or military force, when the effect is tointimidate, coerce or harm:**

a.               Agovernment;

b.              Thecivilian population of a country, state or community; or

c.               Todisrupt the economy of a country, state or community.

This quotation forCommercial Automobile includes a charge for Terrorism coverage, which isreferenced in Section 2. Program Rates and Premiums.

 

39

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** **

**Your responsibility for the payment of “Allocated Loss AdjustmentExpenses” For Loss Sensitive Programs/Plan is:**

** **
| **Coverage**                | ** ** | **ALAE Option**

**(enter ALAE Option A, B, C or D as**

**applicable)** | ** ** | **If ALAE Option C, enter**

**Excess %** | ** ** |
|-----------------------------|------------|-----------------------------------------------------------------------------------------------------------------------|------------|--------------------------------------------------------------------|------------|
| Worker’s  Compensation | ** ** | **A**                                                                                                                 |       | N/A                                                                |       |
| General  Liability          |       | C                                                                                                                     |       | 100                                                                | %          |
| Automobile  Liability       |       | C                                                                                                                     |       | 100                                                                | %          |

 

----

A:                       100% of thetotal “Allocated Loss Adjustment Expenses” up to the “Retained Limit”.  However, the most you are responsible forwith respect to damages and/or indemnity and “Allocated Loss AdjustmentExpenses” combined shall not exceed the “Retained Limit”.

 

B:                         100% ofthe total “Allocated Loss Adjustment Expenses”.

 

C:                         All orpart of the “Allocated Loss Adjustment Expenses” determined according to thefollowing:

 

40

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If we incur NO obligationunder the policy(ies) to pay damages resulting from a claim, you areresponsible for all “Allocated Loss Adjustment Expenses” up to the applicable “RetainedLimit” plus a percentage of all remaining “Allocated Loss Adjustment Expenses”in excess thereof. That percentage is shown above under “Option C Excess %”;or.

 

If we DO incur anobligation under the policy(ies) to pay damages resulting from a claim, youwill be responsible for a percentage of “Allocated Expense Adjustment Expenses”.  That percentage shall be determined bydividing the “Retained Limit” paid by the total damages paid subject to theLimits of Insurance.

 

D:                                   No“Allocated Loss Adjustment Expenses”.

 

41

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**SECTION 4****                               -****                              PREMIUM PAYMENTS ANDPROGRAM TERMS**

 

Cash Deposit,Installments and Estimated Deferred Amounts:

 
| **Payment**

**No.** | ** ** | **Due Date** | ** ** | **Provision for**

**Expenses and**

**Excess Losses**

**(1)** | ** ** | **Special**

**Taxes and**

**Surcharges** | ** ** | **Provision for**

**Limited**

**Losses**

**(RCAMP) (2)** | ** ** | **Provision for**

**Limited Losses**

**(WI, WY FCR**

**Losses in**

**Premium)**

**RCAMP (2)** | ** ** | **Provision for**

**Limited Losses**

**(AL/GL) (2)** | ** ** | **Estimated**

**Payment**

**Obligation** | ** ** |
|----------------------|------------|-------------------|------------|--------------------------------------------------------------------------------|------------|-------------------------------------------------|------------|-----------------------------------------------------------------------|------------|----------------------------------------------------------------------------------------------------------------------------------|------------|-----------------------------------------------------------------------|------------|--------------------------------------------|------------|
| 1                    |       | 1/1/2009          |       | $                                                                              | 1,069,429  |                                            | $          | 383,789                                                               |       | $                                                                                                                                | 3,259,893  |                                                                  | $          | 6,775                                      |       | $ | 0 |   | $ | 4,719,886 |   |
| 2                    |       | 2/1/2009          |       | $                                                                              | 1,069,429  |                                            |       |                                                                  | $          | 3,259,893                                                                                                                        |       | $                                                                     | 6,775      |                                       | $          | 0 |   | $ | 4,336,097 |   |
| 3                    |       | 3/1/2009          |       | $                                                                              | 1,069,429  |                                            |       |                                                                  | $          | 3,259,893                                                                                                                        |       | $                                                                     | 6,775      |                                       | $          | 0 |   | $ | 4,336,097 |   |
| 4                    |       | 4/1/2009          |       | $                                                                              | 1,069,429  |                                            |       |                                                                  | $          | 3,259,893                                                                                                                        |       | $                                                                     | 6,775      |                                       | $          | 0 |   | $ | 4,336,097 |   |
| 5                    |       | 5/1/2009          |       | $                                                                              | 1,069,429  |                                            |       |                                                                  | $          | 3,259,892                                                                                                                        |       | $                                                                     | 6,774      |                                       | $          | 0 |   | $ | 4,336,095 |   |
| 6                    |       | 6/1/2009          |       | $                                                                              | 1,069,428  |                                            |       |                                                                  | $          | 3,259,892                                                                                                                        |       | $                                                                     | 6,774      |                                       | $          | 0 |   | $ | 4,336,094 |   |
| 7                    |       | 7/1/2009          |       | $                                                                              | 1,069,428  |                                            |       |                                                                  | $          | 3,259,892                                                                                                                        |       | $                                                                     | 6,774      |                                       | $          | 0 |   | $ | 4,336,094 |   |
| 8                    |       | 8/1/2009          |       | $                                                                              | 1,069,428  |                                            |       |                                                                  | $          | 3,259,892                                                                                                                        |       | $                                                                     | 6,774      |                                       | $          | 0 |   | $ | 4,336,094 |   |
| 9                    |       | 9/1/2009          |       | $                                                                              | 1,069,428  |                                            |       |                                                                  | $          | 3,259,892                                                                                                                        |       | $                                                                     | 6,774      |                                       | $          | 0 |   | $ | 4,336,094 |   |
| 10                   |       | 10/1/2009         |       | $                                                                              | 1,069,428  |                                            |       |                                                                  | $          | 3,259,892                                                                                                                        |       | $                                                                     | 6,774      |                                       | $          | 0 |   | $ | 4,336,094 |   |
| 11                   |       | 11/1/2009         |       | $                                                                              | 1,069,428  |                                            |       |                                                                  | $          | 3,259,892                                                                                                                        |       | $                                                                     | 6,774      |                                       | $          | 0 |   | $ | 4,336,094 |   |
| 12                   |       | 12/1/2009         |       | $                                                                              | 1,069,428  |                                            |       |                                                                  | $          | 3,259,892                                                                                                                        |       | $                                                                     | 6,774      |                                       | $          | 0 |   | $ | 4,336,094 |   |
| Subtotals            |       | $                 | 12,833,141 |                                                                           | $          | 383,789                                         |       | $                                                                     | 39,118,708 |                                                                                                                             | $          | 81,292                                                                |       | $                                          | 0          |   | $ | 52,416,930 |   |
| DLP*                 |       | N/A               |       | N/A                                                                            |       | $                                               | 0          |                                                                  | $          | 0                                                                                                                                |       | $                                                                     | 600,000    |                                       | $          | 600,000 |   |
| DEP*                 |       | $                 | 0          |                                                                           | $          | 0                                               |       | N/A                                                                   |       | N/A                                                                                                                              |       |                                                                  |       | $                                          | 0          |   |
| Totals               |       | $                 | 12,833,141 |                                                                           | $          | 383,789                                         |       | $                                                                     | 39,118,708 |                                                                                                                             | $          | 81,292                                                                |       | $                                          | 600,000    |   | $ | 53,016,930 |   |

 

DLP means “Deferred LossProvision”. This is the estimated amount *You* must pay usas “Additional Payments” described below.

 

DEP means “DeferredExpense Provision”. This is an estimated amount that *You*must pay us as such shown in the Schedule of Policies and Premiums to thePayment Agreement.

 

----

Notes:             (1) “Provisionfor Expenses and Excess Losses” is a part of the Premium.  The remainder of the Premium is includedunder “Provision for Limited Losses”. (2) “Provision for Limited Losses”includes provision for *Loss* withinyour*Retention* (both Deductible and LossReimbursement Limit) and *Your* share of *ALAE.*Any “Deposit” in this column is the Claims PaymentDeposit. Refer to definitions in the Payment Agreement.

 

**AdditionalPayments**

 

You must pay us theinstallment amounts by the due dates as specified in this document.  We have calculated the part of thoseinstallments designated as “Provision for Limited Losses” to equal the Losseswithin Your retention/deductible/loss reimbursement limit and Your share ofALAE that we expect to incur during the period for which Provision for LimitedLosses amounts are shown.  The amount weincur will be the sum of the amounts we pay and the amounts we reserve forpayment on claims that have been reported to us, but shall not include ourreserves for losses that have been incurred but have not been reported to us.

 

**BillingMethod**

** **

**Billing to:**

x*You* at *Your*address shown in the *Schedule.*

 

**IncurredLoss Accounting Adjustments**

 

The first Premium PlanAdjustment will take place as soon as practicable after the expiration date ofthe policies.  The adjustment will bebased on the rates shown in this document, audited exposures and lossinformation valued as of **6/30/2010**subject to the minimums indicated within the terms of your insurance 

 

42

----

 

program. Thereafter,annual Ultimate Incurred Loss Plan adjustments will take place and continueuntil you and we agree in writing to perform no further recalculation.

 

Additional premium dueus, or return premium due you, resulting from the adjustment, will be payablein its entirety within the time permitted by notice to you and subject to theterms of the Payment Agreement.

 

**NOTE THAT:**

We may apply a differenttable of LDF’s that will enable us more accurately to estimate such finalamount of *Loss* and *ALAE,*if during the term of the policies, a change occurs in the hazards insuredagainst because of *Your*acquisition or disposition of a subsidiary, division or operation with assetsat least equal to 20% of *your* assets onthe effective date hereof, or the organization that provides claims serviceunder the *Policies is changed*, or *Your retention/deductible/loss reimbursement limit* under anyof the *Policies,*or any other change occurswhich is likely to render the LDF’s shown in the Grid ineffective as a tool forestimating with reasonable accuracy the amount of *Loss*and *ALAE* that we will pay because ofaccidents, occurrences, or offenses covered by the *Policies.*

 

43

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**SECTION 5          -          IMPORTANTNOTES**

 

**Documentation**

 

By accepting thisCasualty Insurance Program, the Insured agrees to provide AIG Risk Managementwith the correctly completed and signed documents as requested by AIG RiskManagement:

 

·                  ForLoss Sensitive Programs/Plans, the Payment Agreement, including anyAddendum(s), and Security required under any Premium Deferral Plan (whenrequired), within 30 days of the inception date of the program.

*PleaseNote: The Payment Agreement, together with all schedules, addenda, policies andany related agreements between you and us, constitutes the basis for a programof insurance coverage.  We would not have entered into any of them withoutyour agreement on all of them. For that reason, you should review all suchdocuments together when making any accounting, tax or legal determinationsrelating to the insurance program.*

·                  CompletedUM/UIM/PIP Automobile Election/Rejection forms prior to inception of automobilecoverage.

·                  PerFlorida statute, an Acord 130 application applying to Workers’ Compensationcoverage, fully *completed, executed and notarized*(applicable only to Florida coverage). *AIG acknowledges that theform is completed and is not needed for 2009 renewal.*

·                  Asigned copy of the Acknowledgement form included in this document, whichconfirms acceptance of all aspects of the Casualty Insurance Program by theInsured and Agent, *returned within 30 days of**the inception date of the program*.

 

All documents requiringsignature must be signed by a *authorized representative*of the Insured and in some instances, on behalf of Your InsuranceRepresentative. All documents *must* be datedas of the inception date of the program.

 

Failure to execute any ofthe requisite documents within the time periods required will render theFinancial Plan of your Casualty Insurance Program voidable at the discretion ofAIG Risk Management.  The entire amountof the “Estimated Cost” specified under the program will thereafter becomeimmediately due and payable to us in cash. Failure to *pay premium within 5 Days of the**billing date* may result in the exercise of various defaultremedies including, but not limited to, cancellation.

 

**Acquisitionsand Divestitures**

 

With respect to anyacquisitions or divestitures that represent a greater than 10% increase inexposure, AIG Risk Management may, at its discretion, require a programreview.  That review MAY result in apremium adjustment.

 

**EstimatedPremium Quoted in This Binder**

 

The estimated premium(s) shownin this Binder is based on rates, and experience modifications (if applicable)in use at the time this Binder is submitted to you.  Any reference to Total or Final Premium isfor explanatory purposes only.  None ofthe numbers herein are intended to represent final calculation. Neither AIGGlobal Risk Management, nor any member company of American International, Inc.shall be bound by the calculations arrived at in the tables shown.  The tables serve merely to demonstrate thecalculation process.  All amounts aresubject to modification through the binding process and to program adjustmentsafter binding.  The terms of the CasualtyInsurance Program, our manuals of rules, classifications, rates and rating planwill determine the adjusted premium and surcharges (if any).  All information required to conduct ouradjustments are subject to verification and change.

 

**EstimatedTaxes and Assessments Quoted in this Binder For Loss Sensitive Programs/Plans**

 

Any references made inthis Binder to taxes or tax rates or assessments are subject to change if suchtaxes or tax rates or assessments are changed or modified by the respectivetaxing authority(ies) prior to inception or following inception.  You shall be obligated for any resultingincrease that occurs.

 

44

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** **

**PremiumTax on Deductibles For Loss Sensitive Programs/Plans**

 

If any state regulatoryauthority that mandates amounts which you have paid as deductiblereimbursements are considered premium, and thus are subject to premium taxesand/or assessments makes any claim, we will notify you of the existence of sucha claim.  We will give you theopportunity of joining with us in any proceeding to contest such claim at yourown expense, or to contest such claim independently at your own expense.  In the event a determination is made thatsaid reimbursed amounts are taxable as premium or subject to assessments, youwill be responsible to pay the premium taxes and/or assessments and any relatedfines, penalties or interest that may be imposed as a result of the non-paymentof premium taxes and/or assessments applicable to the Policies.

 

**Noticeabout the Office of Foreign Assets Control (OFAC)**

 

This Proposal orresulting binder, the continuation of any bound insurance, and any payments toyou, to a claimant or to another third party, may be affected by theadministration and enforcement of U. S. economic embargoes and trade sanctionsby the Office of Foreign Assets Control (OFAC), if we determine that any suchparty is on the “Specially Designated Nationals or Blocked Persons” listmaintained by OFAC.

 

**NoticeApplicable to Policies Issued Using the New York Trade Zone**

 

For policies issued usingthe New York Trade Zone rule, the policy forms and the applicable rates areexempt from the filing requirements of the New York State InsuranceDepartment.  However, such forms andrates must meet the minimum standards of the New York Insurance Department.

 

**VermontStatute, Title 18: Health, Chapter 38: Lead Poisoning**

 

AffidavitAttesting To Compliance With §1759. Essential Maintenance Practices

 

In 1996, the State ofVermont passed legislation (Act 165) pertaining to lead poisoning.  The Act requires owners of pre-1978 rentaldwellings or apartments, and operators of child care facilities housed inbuildings constructed prior to 1978, to perform ESSENTIAL MAINTENANCE PRACTICES(EMP’s) unless the property is certified pursuant to Act 165 to be lead-free.

 

An important part of§1759 addressing EMP’s requires an owner/landlord to sign an affidavit indicatingessential maintenance practices have been performed, the dates they werecompleted, and who performed them.  Thisaffidavit attesting to compliance must be filed annually with us (asyour liability insurance carrier) as well as the Vermont Department of Health.

 

The member companies of AmericanInternational Group, Inc., in accordance with instructions by the VermontDepartment of Banking, Insurance, Securities and Health Care Administration, isreaffirming with owners/landlords of affected properties their obligations forcompliance with Act 165.  If §1759 isapplicable to you, your affidavit is an important component of our underwritingfile.   Compliance with the EssentialMaintenance Practices, and receipt of certification from a licensed inspector,provides the owner/landlord with certain liability protections.

 

Please ensure you followthrough with certification and provide us with the required affidavit so that youenjoy the full protection the statute provides.

 

**NOTE: This notice is not intendedto detail the provisions of Act 165.   Pleasesee full text of the section of Act 165 (§1759) addressing EMP’s on the internetat URL:http://www.leg.state.vt.us/statutes/fullsection.cfm?Title=18&Chapter=038&Section=01759**

 

**TerrorismRisk Insurance Act Of 2002 And Terrorism Risk Insurance Extension Act Of 2005**

 

You are hereby notifiedthat under the federal Terrorism Risk Insurance Act of 2002 (the “Act”)effective November 26, 2002, and its amendment, the Terrorism RiskInsurance Extension Act of 2005 (jointly referred to as the “Act”), you nowhave a right to purchase insurance coverage for General Liability lossesarising out of an Act of Terrorism, which is defined in the Act as an actcertified by the Secretary of the Treasury (i) to be an act of terrorism, (ii) tobe a violent act or an act that is dangerous to (A) human life; (B) propertyor (C) infrastructure, (iii) to have resulted in damage within theUnited States, or outside of the United States in case of an air carrier orvessel or the premises of a U.S. mission and (iv) to have been committedby an individual or individuals acting on behalf of any foreign person orforeign interest, as part of an effort to coerce the civilian population of theUnited States or to influence the policy or affect the conduct of the UnitedStates Government by coercion.

 

45

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On workers’ compensationpolicies, coverage for acts of terrorism is mandatory and your quotation willautomatically include a charge for terrorism coverage.

 

You should read theAct for a complete description of its coverage.  The Secretary’sdecision to certify or not to certify an event as an Act of Terrorism and thuscovered by this law is final and not subject to review.  There is a $100billion dollar annual cap on all losses resulting from Acts of Terrorism abovewhich no coverage will be provided under this policy and under the Act unlessCongress makes some other determination.

 

For your information,coverage provided under this Proposal or binder for losses caused by an Act of Terrorismmay be partially reimbursed by the United States under a formula established bythe Act.  Under this formula the United States pays 90% of terrorismlosses covered by this law exceeding a statutorily established deductible thatmust be met by the insurer, and which deductible is based on a percentage ofthe insurer’s direct earned premiums for the year preceding the Act ofTerrorism.

 

**Paymentof Premium**

 

Wire Transfers:

The Insured will be senta premium invoice and the insured will then wire transfer the money, indicatingwhat the payment is for, to our account:

CHASE MANHATTAN BANK, NEWYORK, N. Y.

ABA NO. 021-000-021

ACCOUNT NAME: NATIONALUNION FIRE INSURANCE CO. OF PITTSBURGH, PA.

ACCOUNT NO. 323-160-387Phone #: 1-877-204-1124

The insured is to notifyAIG Risk Management the day the wire transfer is made so that we may notify ourNew York accounting department.

 

Express Mail:

Premium Payments can beexpress mailed to the following address:

AMERICAN INTERNATIONALCOMPANIES

4 CHASE METROTECH CENTER,7TH FLOOR EAST

LOCKBOX 10472

BROOKLYN, N. Y. 11245

 

**PremiumAudit**

 

Premium audits arerequired in all states covered under your Casualty Insurance Program.  AIG Risk Management has a staff devoted tothe professional auditing of our accounts. An auditor will be available to meetwith you to set the parameters and timetable for the audit process.  Records for audit purposes should beavailable at each location within 30 Days after the policy(ies) anniversary orexpiration.

 

Any premium adjustmentdeveloped in the course of an audit of programs/plans that are subject to theterms of the Payment Agreement will be deferred until Plan Adjustment.  Changes in the premium amount, based on thecompleted audits, of all other types of program/plans, including Guaranteedcost programs, will be due within 30 Days of the billing date.

 

**SECTION 6          -          ATTACHMENTS**

 

 AIG Domestic Claims, Inc.

 

Overview

 

AIG Domestic Claims, Inc.(AIGDS) is dedicated to enhancing our customers’ competitive position bydelivering effective risk control and claim management services whichmeasurably reduce the ultimate cost of risk. We are committed to excellence, responsible stewardship and superiorperformance. Some 2,400 claim professionals manage workers’ compensation andproperty and casualty claims in our service centers strategically locatedthroughout the country.

 

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SpecialAccount Instructions

 

Where applicable,during AIGDS’ initial set up meeting we develop Special Account Instructions,with your input, to provide information to claim specialists regarding thecustom claim management, reporting and threshold requirements you need.  Change requests may be submitted by thebroker or customer to the AIGDS Team Representative.  All service centers managing claims will betrained on these Special Account Instructions.

 

The SpecialAccount Instructions that are developed and tailored for you are communicatedelectronically with all updates immediately available through the system to ourservice centers.  Our claim specialistsview the Special Account Instructions prior to the handling of any claim.

 

Claims Reporting

 

Reporting claims bytelephone - AIG Early Notice® (AIG EN) is a toll-free claims reporting servicewhich allows customers to report workers’ compensation, general liability,automobile, and property claims by telephone 24 hours a day, 7 days aweek.  There is no cost for this service.

 

Internet Claim Reporting- AIGDS offers its customers IntelliRisk® First Notice of Loss (FNL) reporting throughthe Internet.  This service is availableto all of AIGDS’ active customers who have registered for Internet claimreporting through their service representative. For further details visit our Website at www.aigcs.net.

 

Risk Management InformationSystems (RMIS)

 

OurRisk Management Information Services (RMIS) Division provides a valuable sourceof claim information solutions for today’s demanding risk managementconcerns.  Through our suite ofIntelliRisk® e-Servicesand the support of our designated business and technology professionals, wehelp the policyholders of AIG member companies manage their claim program andreduce costs.

Thesuite of IntelliRisk e-Services was designed to help facilitate every step ofthe claim process, and includes:

IntelliRiskNetSource® - AnInternet-based online claim analysis and reporting system that providesreal-time claim, payment and adjuster activity information for companies of alltypes and sizes.  Available featuresinclude:

·                  Apowerful query function to pinpoint and analyze claim information

·                  Profilingto identify potential high severity claims

·                  Acommunication feature to facilitate e-mail correspondence

·                  Anonline reporting tool that draws on current and historical claim data

IntelliRiskNetData® - Offersvarious methods of receiving electronic reports and data.  Features include an Internet e-mail servicethat “pushes” an electronic version of our loss report as a file attachment inan e-mail, reports on CD-ROM, and the ability to send data via FTP (FileTransfer Protocol) and on tape, cartridge or diskette.

IntelliRisk® FirstNotice of Loss (FNL) - Allows customers to report workers’ compensation andProperty and Casualty claims online, sending the information directly into theAIGDS claim system and to the appropriate AIGDS service center.

IntelliRisk® MedicalProvider Listing (MPL) - Provides easy, fully searchable web-access toinformation on nearby network doctors, hospitals or specialists.

 

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**SECTION 6          -          ATTACHMENTS**

 

 

**ExecutiveSummary**

 

AIG Consultants, Inc.®,(AIGC), a member company of American International Group, Inc., providescomprehensive safety, healthcare, environmental, property, and crisismanagement services. AIGC has been providing clients with quality service forover two decades. Quality and measurable results: these factors make thedifference for AIGC’s customers. AIGC is ISO 9001-2000 certified, a distinctionwhich guarantees our organization adheres to a recognized global framework fordelivering excellence in customer service, best practices and businessleadership. At the core of our operating philosophy is a commitment todelivering the highest level of professional service. Drawing on our expertise,we provide customized assistance focused on our customers’ needs. Through ourinternational network of operations, we offer our services worldwide, and havebuilt a record of success in effectively servicing the needs of our customers.Our international team of over 400 consultants, supplemented by our network ofqualified and approved subcontractors/vendors provide technical expertise in awide array of specialties to ensure your specific needs are met and soundbusiness solutions are delivered.

 

AIGC constantly strivesto add value to our consulting services by offering specialty programs designedto meet our customers’ needs above and beyond the traditional offerings.Innovative programs include:

 

PATROLTM (Planning AndTracking Response On-Line)

Threat and VulnerabilityRisk Assessment (TVRA)

AIG Caring Advantage

PIER ( Pollution Incidentand Environmental Response) Program

Best PracticesAssessments (BPA)

AIG RISK TOOL

 

Our services areconsultative in nature and focus on loss drivers and your specific needs. Thefollowing key planning elements are offered for your review and consideration:

·                  Asingle Account Manager assigned to your account providing you a single point ofcontact for all services provided by AIGC.

·                  Safetytraining and safety materials (programs, videos, etc.) in Spanish and Englishcan be provided.

·                  Additionalkey services can also be utilized as required to provide business solutions toissues of most concern to our customers in today’s challenging society. Suchareas as; Industrial Hygiene/Occupational Health, Safety Accountability andIncentive Programs, Behavioral Based Safety, Ergonomics, Fleet Training(on-line and personalized), and Early Return to Work Programs.

·                  Webbased and on-site fleet safety programs, evaluations and specialized trainingprograms.

·                  Developmentof customized video and web based training and informational programs.

 

**NOTE: Basicrisk control services for underwriting purposes have been included in yourprogram. Additional risk control services are available by contacting your AIGCrepresentative.**

 

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**SECTION 6          -          ATTACHMENTS**

 
| **«Date»**                                    |       |
|---------------------------------------------------------|------------|
|                                                    |       |
| **«Policyholder»**                            | **SAMPLE** |
| **«StreetAddress»**                           |       |
| **«City», «State» «Zip»** |       |

 
| **RE:**    | **«Insured Name»**                                         |
|------------|----------------------------------------------------------------------|
| ** ** | **«Account  Number»**                                      |
| ** ** | **«Policy  Number(s) and Effective/Expiration Date»** |

 

**POLICYHOLDER DISCLOSURE STATEMENT UNDER**

** **

**TERRORISMRISK INSURANCE ACT OF 2002**

**AND**

**TERRORISMRISK INSURANCE EXTENSION ACT OF 2005**

 

Youare hereby notified that under the federal Terrorism Risk Insurance Act of 2002(the “Act”) effective November 26, 2002, and its amendment, the TerrorismRisk Insurance Extension Act of 2005 (jointly referred to as the “Act”), younow have a right to purchase insurance coverage for General Liability lossesarising out of an Act of Terrorism, which is defined in the Act as an actcertified by the Secretary of the Treasury (i) to be an act of terrorism, (ii) tobe a violent act or an act that is dangerous to (A) human life; (B) propertyor (C) infrastructure, (iii) to have resulted in damage within theUnited States, or outside of the United States in case of an air carrier orvessel or the premises of a U.S. mission and (iv) to have been committedby an individual or individuals acting on behalf of any foreign person orforeign interest, as part of an effort to coerce the civilian population of theUnited States or to influence the policy or affect the conduct of the UnitedStates Government by coercion. You should read the Act for a completedescription of its coverage.  TheSecretary’s decision to certify or not to certify an event as an Act ofTerrorism and thus covered by this law is final and not subject to review.  There is a $100 billion dollar annual cap onall losses resulting from Acts of Terrorism above which no coverage will beprovided under this policy and under the Act unless Congress makes some otherdetermination.

 

For your information,coverage provided by this policy(ies) for losses caused by an Act of Terrorismmay be partially reimbursed by the United States under a formula established bythe Act.  Under this formula the UnitedStates pays 90% of terrorism losses covered by this law exceeding a statutorilyestablished deductible that must be met by the insurer, and which deductible isbased on a percentage of the insurer’s direct earned premiums for the yearpreceding the Act of Terrorism.

 

Please indicate yourselection below.

 

oCoveragefor acts of Terrorism under your General Liability policy(ies) may be purchasedfor an annual premium amount of $«underwriterenters premium». I hereby reject coverage and accept the TerrorismExclusion on my policy(ies) in accordance with the Act.

 

Please contact yourbroker with any questions.

 
|                                     |   |
|------------------------------------------|--------|
| Signature of Insured                     |   |
|                                     |   |
|                                     |   |
| Print Name/Title                         |   |
|                                     |   |
| Date                                     |   |
| «Underwriter/Account  Manager» |   |
|                                     |   |
| cc:                                      | Broker |   |
|                                          |        |  |

 

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**SECTION 7          -          COMMISSION**

 

## **COMMISSION**

## ** **

| **AGENCY:** | Marsh USA Inc. | **ACCOUNT:** | **        Gevity  HR Inc,** |
|-------------|----------------|--------------|---------------------------------------------------------------------|

 

x This Binder is Net of Commission (check thisbox if no commission applies).

 

**Payment Of Counter Signature Fees(If Any) Shall Be The Responsibility Of The Agency.**

 

**SECTION 8          -          GLOSSARY**

 

**AggregateStop Amount**

 

The maximum amountof benefits, damages and, if stipulated, Allocated Loss Adjustment Expensepayable by you for losses under policies that are subject to yourretention/deductible/loss reimbursement, and (if applicable) self-insuredretention insurance plan.

 

**AggregateStop Limit**

 

If shown inconjunction with the Aggregate Stop Amount, the Aggregate Stop Limit is themaximum amount of benefits, damages and, if stipulated, Allocated LossAdjustment Expense that we will not require you to reimburse to us under yourretention/deductible/loss reimbursement, and (if applicable) self-insured retentioninsurance plan.

 

**ALAE(Allocated Loss Adjustment Expense)**

 

Loss adjustmentexpenses that are assignable or allocated to specific claims.  “Allocated Loss Expenses”  or *“ALAE”* willinclude, but are not limited to, all fees for service of process and courtcosts and court expenses; pre- and post-judgment interest; attorney’s fees;cost of undercover operative and detective services; costs of employingexperts; costs for legal transcripts, copies of any public records and costs ofdepositions and court-reported or recorded statements; costs and expenses ofsubrogation; and any similar fee, cost or expense reasonably chargeable to theinvestigation, negotiation, settlement or defense of a loss or a claim or suitagainst you, or to the protection and perfection of either your or oursubrogation rights.  ALAE also includesmedical management Fees which may include medical bill audit fees, utilizationmanagement fees, network access fees and case management fees.

 

ALAE will notinclude loss adjustment expenses explicitly included in the premium calculationformula or otherwise explicitly included in the rating values, nor the salary,employee benefits, or overhead of any of our employees, nor the fees of anyattorney who is our employee or under our permanent retainer; nor the fees ofany attorney we retain to provide counsel to us about our obligations, if any,under any policy issued by us or our affiliated companies, with respect to aclaim or suit against you.

 

**ALIRSystem**

 

AutomobileLiability Insurance Reporting software system used for the reporting ofrequired vehicle data to the various state DMV offices.

 

**AutomaticWithdrawal**

 

An insured fundedaccount established to facilitate the carrier’s payment of the insured’s lossesand ALAE within the insureds deductible layer.  The Insured authorizes the insurer to make withdrawals as necessary andupon the insurer’s demand from the account. The insured is obligated to fund the account to cover expected lossesand ALAE within the Insured’s retained/deductible layer.  The Insured is responsible to replenish theaccount as necessary.

 

**Basis ofAdjustment**

 

Exposure (such aspayroll) and factor (such as a rate) used to determine a specific number oramount.

 

**ClaimsPayment Deposit**

** **

The amountdeposited into the Claims Payment Fund.

 

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**ClaimsPayment Fund**

 

“Claims PaymentFund” is a non-interest bearing escrow fund established in the amount of twoand one half (2 1⁄2) months’ estimated Reimbursable Loss Plus Allocated LossExpenses.  The Claims Payment Fund isdeposited with the Claims Administrator for the payment of claims.  The Claims Payment Fund is an estimatedamount, and it will be adjusted depending upon the actual claims paid.

 

The prior fourmonths’ paid losses will be reviewed by the Company to determine a two andone-half (2 1⁄2) month average.

 

**ClaimsService Charges**

 

Feesassociated with the Third Party Administrator’s handling of claims adjustmentfor a given account.

 

**Deductible**

 

The amount of anydamages or benefits arising out of any single accident, occurrence, claim orsuit, paid or payable by you and which is not included in the computation ofthe *Subject Premium*.

 

**DeferredExpense Provision**

 

Is an estimatedamount of expenses that you must pay as shown in the Schedule of Policies andPremiums to the Payment Agreement.

 

**DeferredLoss Provision**

 

Is the estimatedamount you must pay us as regular (usually billed monthly) loss payments andsizable loss payments as described in the Schedule of Policies and Premiums tothe Payment Agreement.

 

**DMV**

 

Department ofMotor Vehicles.

 

**EstimatedDeferred Amounts**

 

Estimate of theDeferred Loss Provision and Deferred Expense Provision shown in the Schedule ofPolicies and Premiums to the Payment Agreement.

 

**EstimatedCost**

 

All costs andamounts set out in the Binder are considered estimated amounts subject tochange prior to program binding and in the case of adjustable programs postprogram inception.  Tax amounts quotedthrough out the Binder are estimated and subject to change based on revised taxrates and additional assessments that come due during the policy period

 

**ExperienceModifications**

 

A factor to adjustthe premium in anticipation of loss experience that is expected to vary fromthe provision for losses in the rates. It is based upon the past variance of experience from expectedexperience.

 

**FEINnumbers**

 

Federal EmployerIdentification number.

 

**GuaranteedCost Policies**

 

Policies ofinsurance under which premium is charged on a prospective basis without adjustmentfor loss experience during the policy period.

 

**IncurredLoss Conversion**

** **

Amendment of aprogram from one in which you are reimbursing us for loss and expense actuallypaid out, to a program in which you are paying loss and expense actually paidout, but also for reserve amounts established on pending claim activity.

 

**InsuredStates**

 

States that arecovered by insurance

 

**LossConversion Factor**

 

Are factors usedin the retention rating formula that provide a charge to cover the cost of theinsurer’s claims service fee.

 

**LossDevelopment Factors**

 

Loss DevelopmentFactors shall mean those factors promulgated by the Company from time to timewhich are applied to Incurred Loss(es) to project Outstanding Loss Reserves andAllocated Loss Expense Reserves to ultimate and contain a reserve for IBNR.

 

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**LossReimbursement Limit**

 

The portion of anyloss and ALAE we pay that you must reimburse us for under any “LossReimbursement” provisions of a Policy.

 

**LRRP endorsement**

 

LRRP (Large Risk Rating Plan) is RMG’s version of the NCCI/ISO Large RiskAlternative Rating Option. The LRRP endorsement moves the adjustment processfrom the individual policies to the overall program adjustment and movesexpenses among different lines of insurance.

 

**MaximumCost**

 

The maximum amountthat you must pay for the Subject Premium, and if applicable, non-subjectpremium, Self-Insured losses and ALAE.

 

**MaximumInsurance Cost**

 

Subject,non-subject and deductible reimbursements and surcharges and special taxes.

 

**MaximumPremium**

 

Largest amountthat the subject premium can attain.

 

**MinimumCost**

 

The minimum amountthat you must pay for the Subject Premium, and if applicable, non-subjectpremium, Self-Insured losses and ALAE.

 

**MonopolisticStates**

 

Those states whereemployers must obtain workers compensation insurance from compulsory statefunds or qualify as a self-insurer. North Dakota, Ohio, Washington, West Virginia and Wyoming (for certaincodes only) are monopolistic states.

 

**Non-Ratable**

 

A type of charge,especially in workers compensation rating, that is based on a catastrophic typeexposure and is thus excluded from ordinary rate-making and is also not subjectto experience rating and retrospective rating.

 

**Non-SubjectPremium**

 

All other premiumunder a policy that is not subject to adjustment on the basis of lossadjustment.

 

**PlanAdjustment**

 

Recalculation ofthe estimated premium from policy inception based on audited exposures andfactors shown in the Binder, plus losses and expenses, where applicable.

 

**Paid Lossadjustments**

 

Recalculation ofthe estimated premium  based on auditedexposures and factors shown in the Binder, plus the difference between lossesand expenses you have paid to date and the losses and expenses paid by us as ofthe loss and expense evaluation date used in the Paid Loss Adjustment.

 

**PaidLosses**

 

Losses paid underthe insurance program as they become due.

 

**PremiumDeferral Plan**

** **

Plan under whichthe Insured and insurer agree to defer the insurance program premium over thecourse of the policy period.  The Plan isset out in the schedule to the payment agreement and the insured is obligatedto provide collateral to secure for the deferred payment plan.

 

**PremiumDiscount**

 

A discount grantedto reflect expense savings relative to the size of the standard premium.

 

**Retention**

 

The amount of anydamages or benefits arising out of any single accident, occurrence, claim orsuit, paid or payable by you and which is included in the computation of the *Subject Premium*.

 

**Self-InsuredRetention**

 

A specific amountthe Insured retains as its obligation for a covered loss.  It is the Insured providing primary insuranceover which the carrier provides excess coverage.  Unlike a Deductible, the Insurer is notobligated to pay the Insured’s SIR and then seek reimbursement form theInsured.  The insured is directlyresponsible to the claimant for the amount of the SIR.

 

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**SelfInsured States**

 

Those states inwhich you, the insured, are providing the primary layer of insurance.

 

**SizableLoss Payments**

 

A set amount shownin the Payment Agreement schedule for which the Insured will be obligated toreimburse us following our payment of any Loss and ALAE within the Insured’sretention.

 

**Stacking**

 

Refers to acondition allowed in some states that permits you to add the policy limits ofother vehicles covered by you, either on the same policy (interpolicy) or fromother policies (intrapolicy), and recover the sum of these limits.

 

**Standard Premium**

 

Premium based uponthe exposure rates and increase limit factors, but without application ofpremium discount or deductible discounts.

 

**Stop GapLiability**

 

Provides EmployersLiability coverage for those states where employers must obtain statutoryworkers compensation insurance from a compulsory state fund.

 

**SubjectPremium**

 

“Subject Premium”is the portion of the Gross Program Premium subject to adjustments inaccordance with the adjustment formula shown in this Binder.  At the commencement of the program, it is theamount stated on the Pricing Page.

 

**TexasPremium Discount**

 

Premium discountson automobile policies with premiums in excess of $5,000.  These discounts are set when the policy isissued and cannot be changed until an audit of the policy is completed.

 

**UAIN**

 

UnemploymentAccount Identification Number

 

**UltimateIncurred Loss Plan**

 

Loss Sensitiveprogram in which you are paying, in advance of actual loss dollar payment, forthe ultimate cost of expected losses and expenses that will occur during thepolicy period.

 

**UltimateLosses**

 

Paid losses andexpense dollars, and reserve loss and expense dollars developed using LossDevelopment Factor(s) to establish the maximum expected total loss andexpense amount.

 

**UM/UIM/PIP**

 

Uninsured MotoristCoverage, Underinsured Motorist Coverage and Personal Injury Protection.  All three are specific coverage availableunder a Business Auto, Truckers’ or Garage Liability Policy.  UM and UIM coverage provides an insured withbodily injury (and in some states, property damage) coverage from its owncarrier as if collecting from the tortfessor’s carrier.  PIP is a statutorily provided coverage thathas insurers provide first party benefits for medical expenses, loss of income,funeral expenses and such without regard to fault.

** **

**ValuationDate**

 

The cut off datefor adjustments made to paid claims and reserve estimates in a loss report.

 

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