Exhibit 10.31

Binder For Casualty Insurance Program

for

Gevity HR Inc.

In consultation with your Representative

Marsh USA Inc.

by

AIG Global Risk Management

LOGO

|PREPARED BY:             | MATT BILELLO &
TOM BECCONSALL
|------------------------ | -----------------------------
|DATED:                   | 12/14/2007                   
|PROPOSED EFFECTIVE DATE: | 1/1/2008                     
|VALID UNTIL:             | 1/1/2008                     

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|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 #:                             |  | 212-245-3568                                                          
|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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2

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|Policy Number |  | States Covered |  | Company Written In              |  | Type of Coverage                                        
|------------- |  | -------------- |  | ------------------------------- |  | --------------------------------------------------------
|WC Various    |  | Various        |  | VARIOUS                         |  | Statutory Workers' Compensation and Employers' Liability
|GL 1595769    |  | All States     |  | AMERICAN HOME ASSURANCE COMPANY |  | General Liability (Liability other than Automobile)     
|CA 160732     |  | FL             |  | AMERICAN HOME ASSURANCE COMPANY |  | Automobile Liability                                    

ACKNOWLEDGED ON BEHALF OF:

This
Binder is intended to be a statement of the mutual interest of the parties with respect to the Workers Compensation, Automobile Liability and Commercial General Liability Risk Management program
described above and is subject to execution and delivery of a mutually satisfactory Payment Agreement, RCAMP Agreement, and Collateral Trust Agreement. The parties will become legally obligated with
respect to the Workers Compensation, Automobile Liability and Commercial General Liability Risk Management program described above only in accordance with the terms contained in the Payment Agreement,
RCAMP Agreement and Collateral Trust Agreement relating thereto if, as and when such document has been executed and delivered by the parties.

SIGNATURES

|Signed by | /s/THOMAS BECCONSALLThomas Becconsall Regional Manager,
AIGRM National Accounts |  | Signed by | /s/GARRY J. WELSHGarry J. Welsh Chief Financial Officer,
Gevity HR Inc.
|--------- | ------------------------------------------------------------------------------- |  | --------- | -----------------------------------------------------------------------
|Dated     | 12/14/2007                                                                      |  | Dated     | 12/14/2007                                                             

3

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AIG Risk ManagementNational Accounts Division

For
more than 20 years, AIG Risk Management (AIGRM) has been known in the marketplace as the leading provider of sophisticated risk management programs for large, national accounts. Our
National Accounts Division focuses on corporations with annual revenue in excess of $750 million. AIGRM professionals can devise integrated risk management programs for most hazards and
exposures in your operations. In designing a customized program for our clients, we explore a variety of financing and coverage options: guaranteed cost; self-insured retention; large
deductibles; incurred-loss and paid-loss retention plans; and captive arrangements. Buy-outs and loss portfolio transfers are handled by a separate profit center
within AIG Risk Management (Division 86). We can also combine and/or coordinate our program with a spectrum of products and services available within the diverse member companies of American
International Group, Inc. (AIG), allowing us to create a comprehensive program that meets most, if not all, of your risk management needs. Our creative approach to solving our clients' simplest
to most difficult problems has propelled us to be a market leader in risk management solutions for national corporations.

Quality Service

In
2002, The Risk and Insurance Management Society awarded AIG the Arthur Quern Quality Award in recognition of AIG's Performance Management Program. Our excellence is rooted in the belief that a
quality insurance program entails more than just sound underwriting; it also requires customer-driven service. Each AIGRM client is assigned an Account Manager who focuses on your business strategies,
understands your needs, and works with you to find solutions to your risk concerns. We will work with AIG Claim Services, Inc. or your chosen third party administrator to provide an effective
cost-containment program. Our AIG Risk Consultants team is unmatched in its loss control and loss prevention expertise. Additionally, we offer a variety of specialized services to enhance
your risk management programs, including IntelliRisk©, our on-line claims management system. AIGRM professionals provide a full range of services to help you manage and control
your overall cost of risk.

Financial Strength

The
AIG Companies' ratings are among the highest of any insurance and financial services organization in the world. The AIG Companies provide the most extensive range of commercial and industrial
coverages available for corporate and commercial customers, from large multinationals to small businesses. The AIG Companies are longtime market leaders in most lines, including the most complex
insurance lines. We typically provide the highest insurance limits available and are first to address new or emerging risks. Policies underwritten by the AIG Companies provide highly-rated financial
strength, and specialized claims and loss control services. AIG Companies refers to the domestic property and casualty insurance subsidiaries of American International Group, Inc.

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Rates and Estimated Premiums for:

|Line of Business                   |  | Rating Segment      |  | Coverage Plan Type |  | Claims Administrator |  | Retention/
Deductible |         | Estimated Losses
|---------------------------------- |  | ------------------- |  | ------------------ |  | -------------------- |  | --------------------- | ------- | ----------------
|General Liability (All Options)    |  | The Entire Contract |  | Deductible         |  | AIGCS                |  | $                     | 500,000 |                 
|Automobile Liability (All options) |  | The Entire Contract |  | Deductible         |  | AIGCS                |  | $                     | 500,000 |                 

|
|

|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 |                 

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5

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Estimated Subject Premium

|Line Items                                |  | Rates      |  | Per  |  | Basis Types                          |  | Estimated Basis |  | Minimum Premium |  | Estimated Premium
|----------------------------------------- |  | ---------- |  | ---- |  | ------------------------------------ |  | --------------- |  | --------------- |  | -----------------
|Forecast ofSubject Lossesin Final Premium |  | N/A        |  | 1    |  | Ultimate Losses                      |  | $0              |  | 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                     |  | Flat       |  | Flat |  | N/A                                  |  | FLAT            |  | [*]             |  | [*]              
|WC Taxes, B&B and RMLs                    |  | [*]        |  | 1    |  | Unmodified Premium excl. FL, TX & OR |  | [*]             |  | N/A             |  | [*]              
|NYS WC Assessment                         |  | [*]        |  | 1    |  | NY Standard Premium                  |  | [*]             |  | N/A             |  | [*]              
|AL Profit & Administration                |  | Flat       |  | Flat |  | N/A                                  |  | FLAT            |  | [*]             |  | [*]              
|AL Claim Service Fee                      |  | Flat       |  | Flat |  | N/A                                  |  | FLAT            |  | [*]             |  | [*]              
|AL Taxes, B&Bs, RMLs                      |  | Flat       |  | Flat |  | N/A                                  |  | FLAT            |  | N/A             |  | [*]              
|GL Profit & Administration                |  | Flat       |  | Flat |  | N/A                                  |  | FLAT            |  | [*]             |  | [*]              
|GL Claim Service Fee                      |  | Flat       |  | Flat |  | N/A                                  |  | FLAT            |  | [*]             |  | [*]              
|GL Taxes, B&Bs, RMLs                      |  | Flat       |  | Flat |  | N/A                                  |  | FLAT            |  | N/A             |  | [*]              
|Estimated Subject Premium                 |  | $4,758,091

Estimated Non-subject Premium

|Coverage Description                                    |  | Rates       |  | Per  |  | Basis Types                          |  | Estimated Basis |  | Minimum Premium |  | Estimated Premium
|------------------------------------------------------- |  | ----------- |  | ---- |  | ------------------------------------ |  | --------------- |  | --------------- |  | -----------------
|AL Excess Premium                                       |  | Flat        |  | Flat |  | N/A                                  |  | FLAT            |  | [*]             |  | [*]              
|GL Excess Premium                                       |  | [*]         |  | [*]  |  | Sales                                |  | [*]             |  | [*]             |  | [*]              
|WC Excess Premium                                       |  | [*]         |  | 1    |  | Unmodified Premium excl. FL, TX & OR |  | [*]             |  | [*]             |  | [*]              
|Florida WC Standard Premium/ Loss Reimbursement Premium |  | 1           |  | 1    |  | Standard Premium*                    |  | [*]             |  | N/A             |  | [*]              
|Texas WC Standard Premium/ Loss Reimbursement Premium   |  | 1           |  | 1    |  | Standard Premium*                    |  | [*]             |  | N/A             |  | [*]              
|Oregon WC Standard Premium/ Loss Reimbursement Premium  |  | 1           |  | 1    |  | Standard Premium*                    |  | [*]             |  | N/A             |  | [*]              
|Estimated Non-Subject Premium                           |  | $11,444,503

Summary of Expected Cost

|Estimated Premium (Subject and Non-subject)                                             |  | $16,202,594
|--------------------------------------------------------------------------------------- |  | -----------
|Expected Reimbursable Losses/ Deductible Loss/Self-Insured LossesandALAE, if applicable |  | [*]        
|Credit Fee                                                                              |  | [*]        
|Estimated Surcharges:                                                                   |  | [*]        
|Estimated Cost                                                                          |  | [*]        
|Total Pay-In Premium & Surcharges During the Policy Period                              |  | $16,666,113

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

FL

AL

[*]

MN

WC

[*]FL

GL

[*]

MO

WC

[*]CA

WC

[*]

MT

WC

[*]CT

WC

[*]

NJ

WC

[*]GA

WC

[*]

NY

WC

[*]IL

WC

[*]

PA

WC

[*]IN

WC

[*]

SD

WC

[*]KY

WC

[*]

VT

WC

[*]MA

WC

[*]

OR

WC

[*]ME

WC

[*]

Total:

$463,519

[*]


|
|

Terrorism Charges Included in Premium By Line of Business:

Estimated ChargeWorkers' Compensation (TRIA)

[*]General Liability (TRIA)

[*]Automobile Liability (Terrorism)

[*]


If UM/UIM/PIP forms (as referenced in Section 3) are not signed and returned by effective date, an additional premium of $100,000 will be charged and the Automobile
Liability rate will be increased by$N/Aby power unit.

[* [*]



Data Reporting Requirements

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Gevity must report the renewal client base and, on a weekly basis, all client additions, terminations and endorsements using the PEO standard template and the FTP server. See
PEO standard template attached.

Claim Fees

ý
Claim Service Fee is a FLAT CHARGE for AL, GL and WC states subject to Large Risk 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.

|IntelliRisk Services Included     
|----------------------------------
|
|Risk Management Information System
|                                  
|                                  
|RMIS Support                      
|                                  
|Data Transmission and Maintenance 
|                                  
|                                  
|                                  
|Custom Projects                   

Aggregate Stop Amount and Aggregate Stop Limit Schedule

The
"Aggregate Stop Amount"and the "Aggregate Stop Limit"(if one is applicable) apply to the
o first year of, or ý entire Rating Period.

Line(s) and Insurance Included: Worker's Compensation and Employers Liability

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"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, $81,221,287.)

"Aggregate Stop Limit"$
1,000,000

$
138,500,000

[*]

$
20,000,000


"Aggregate
Stop Amount" means the maximum amount of:

Benefits,
damages andALAE(per theALAEoption selected herein) payable by you for losses under
policies issued that are subject to your retention/deductible/loss reimbursement program, and if applicable, self-insured retention program.

Adjustment:The final "Aggregate Stop Amount" will be determined 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 andALAE(per theALAEoption selected herein) above the Aggregate Stop Amount that we
will not require you to reimburse us for under your retention/deductible/loss reimbursement program, and if applicable, self-insured retention program.

Note:
Self-Insured Lossesmeans any loss you incur under a Self-Insured Retention. Losses you Incur for which no coverage is available under the
Self-Insured Retention policy(ies) will NOT be included in determining whether or when the "Aggregate Stop Amount" or "Aggregate Stop Limit" has been reached.

Underwriting Guidelines

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Special Conditions

You
must execute and return an original executed copy of both the Payment Agreement and the Schedule, and any other documents we deem necessary to adequately document the terms of the program, to us
at our address shown above within 30 days after the Effective Date above.

If
not so returned and delivered, we may void the Finance Plan summarized herein and set forth in detail in the Payment Agreement. Upon our notice of our voiding of the Finance Plan to you at your
address shown above, the entire amount of the "Estimated Total Cost" specified under FINANCE PLAN herein will become immediately due and payable to us in cash at our address shown above. Failure to
pay such amount within 10 days thereafter shall entitle us to cancel the insurance and any reinsurance and to terminate all services under this Program by notice to you when not less than
10 days thereafter the cancellation and termination shall become effective.

Claims Administration

Claims
will be handled by AIG Claims Services, Inc. The claims administration pricing is included in the insurance company expenses. Rehabilitation and managed care services are billed
separately at prevailing rates. Claim Investigations conducted by the Investigative Services Division to assist the claims adjusters are an allocated expense and charged to the file at Prevailing
Time & Expense. Fraud investigations conducted for the purpose of criminal prosecution are not billed to the file and considered part of the overall claim fee.

The
claims administration charges include four intellirisk setups and 12 monthly tape to tape triangles to Marsh STARS system. If the program does not renew, AIG agrees to continue to provide
access to Intellirisk setups and monthly tapes as long as Gevity requires, at prevailing rates. Also if the program does not renew, AIG will continue to grant access to data and tape to tape triangles
to Marsh at prevailing rates. When requested, we will provide these rates to Gevity. Where possible, we will offer fixed rates for 3 years.

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

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Loss Control Services

We
understand that Gevity HR's loss control professionals are providing ongoing loss control services to your clients and that additional loss control services have not been requested as part of the
AIG program. Only those loss control surveys needed for underwriting purposes and those services mandated by state regulatory requirements will be included in the AIG program. Of course, additional
loss control services can be provided on an unbundled basis at any point during the policy year.

AIG
Consultants will provide a Technical Services Manager[*]to manage the delivery of all services. We maintain a nationwide network of
loss control consultants to provide service at your key clients' facilities, which can serve as a cost effective complement to the work done by Gevity's field risk consultants. AIG
Consultants, Inc. can provide personnel with experience and expertise commensurate with the services needed. Ergonomic and/or industrial hygiene specialists can be provided as appropriate.
Consultant training and/or specialty training in industrial hygiene/ergonomics can be provided to your field risk consultants. To ensure readily available competent consultants near our clients
various locations, we maintain a complement of approved subcontractor consultants to supplement our internal loss control professionals. These subcontractors are subject to our Quality Management
System approval process as a requirement of AIG Consultant's Inc. ISO 9000 certification.

Cancellation

If
AIG were to initiate cancellation and or non renewal of the entire PEO program we would provide advance notice to the Broker and the PEO of 120 days but that actual issued WC policies will
be cancelled and or non renewed based upon the WC statutory requirements.

Coverages

A
specimen policy will be prepared for the MCP states with all appropriate forms attached and this will serve as the master sample for each of those states where multiple policies are required.

All
endorsements may not be approved for use in all states and we can only include those endorsements where they are approved.

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

Gevity HR, Inc. and it's wholly-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

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Security Plan

Collateral

|Collateral on Hand (by Type)                  |                                | Amount of Collateral |     |           
|--------------------------------------------- | ------------------------------ | -------------------- | --- | ----------
|                                              | RCAMP Cash                     |                      | [*] |           
|                                              | RCAMP Non-Depleting Cash Trust |                      | [*] |           
|                                              | Trust Funds                    |                      | [*] |           
|                                              | Escrow                         |                      | [*] |           
|Estimated Gross Amounts of Collateral on Hand |                                | $141,040,340         |     | At 10/1/07

|
|

|Additional Collateral Required (by Type)                                                                |  | Amount of Collateral        |  | Due Date                                                            
|------------------------------------------------------------------------------------------------------- |  | --------------------------- |  | --------------------------------------------------------------------
|Collateral included in Subject Workers' Compensation Premium for WI, WY full coverage retention losses: |  | [*]                         |  | 1 Installment due on 1/1/2008                                       
|RCAMP (paid by captive)                                                                                 |  | [*]                         |  | 12 Installments due on the 1st of each month starting with 1/1/2008.
|Total Additional Collateral Required                                                                    |  | $55,510,000($1,000,000 ded) |  | 12 Installments due on the 1st of each month starting with 1/1/2008.
|Estimated RCAMP return via lump sum to captive                                                          |  | [*]                         |  | Date of Return TBD                                                  
|Estimated Gross Amount of Collateral Required                                                           |  | $53,510,000($1,000,000 ded) |  |                                                                     

(AIG acknowledges that in addition to the above amounts, the unused portion of the 2007 DBB policy which is available to pay losses is
[*] as of 9/28/2007.)

Collateral Reviews

We
will review our collateral requirement annually. In addition, we may review our collateral requirement at any time that we may deem reasonably necessary. If as a result of any review we find that
we require additional collateral, you will provide us such additional collateral within 30 days of our written request, which shall be accompanied by a worksheet showing our calculation of the
amount thereof. If a return of collateral to you is indicated, we will return annually the indicated amount to you within 30 days of our written acknowledgement thereof.

The Additional/Return Collateral at adjustment will be: The difference between the Ultimate Losses and Loss Provision amount collected during the policy
period.

Specific Loss Development Factors

We
have agreed to use specific Loss Development Factors in determining Ultimate Losses in our collateral calculation, at the annual adjustment of the 2008 program the following apply:

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GRID of Loss Development Factors

Valuation Date

DEDUCTIBLE LEVEL$1,000,0006/30/09

[*]6/30/10

[*]6/30/11

[*]6/30/12

[*]6/30/13

[*]6/30/14

[*]


At
1/1/15, if requested, we will consider additional loss development factors.

NOTE THAT:

We
may apply a different table of LDF's that will enable us more accurately to determine the Ultimate Losses in the security calculation, if during the term of the policies, a change occurs in the
hazards insured against because ofYouracquisition or disposition of a subsidiary, division or operation with assets at least equal to 20% of yourassets
on the effective date hereof, or the organization that provides claims service under thePolicies is
changed, orYour retention/deductible/loss reimbursement limitunder any of the Policies,or any other change occurs which is
likely to render the LDF's shown in the Grid ineffective as a tool for estimating with reasonable accuracy
the amount ofLossandALAEthat we will pay because of accidents, occurrences, or offenses covered by
thePolicies.

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

The
collateral pay-in during the 1/1/08 - 1/1/09 period will be reviewed on a quarterly basis during the policy period. If the unmodified premium reported to the
PEO unit is more than 110% of the estimated unmodified premium for that quarter, then the collateral and expense dollars will be adjusted. The collateral will be adjusted based on the following
formula.

Annual
countrywide unmodified manual premium × 0.6834 = Total Collateral Requirement

The
expenses will be adjusted based on the factors in section 2 of this binder or the applicable LRRP endorsement attached to the policy.

The
Total Collateral requirement is subject to a minimum of 100% of collateral amount above until the first loss provision annual adjustment at 18 months after inception for 2008-09
program year. The minimum is not the minimum collateral amount AIG must hold at any given time over the first eighteen months, but instead the amount that must be paid in over the first year. In other
words, if the unmodified manual premium after the twelfth monthly adjustment is so low that it triggers the minimum, AIG will compare the minimum to what was submitted in collateral over the year, in
lieu of to what was on hand after depletion for paid losses.

If
the program does not renew, then the collateral will be adjusted annually in accordance with the terms outlined in the Payment Agreement and there will be no return of collateral until
30 months from inception.

The Hybrid RCAMP portion of this deal will be structured as follows:

We
will issue You Deductible Policies. Your captive, in turn, will issue You a Deductible Reimbursement Policy providing coverage for the same liabilities referenced in the policies we issue to you
for the per occurrence amount equal to the deductible.

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Under the Hybrid RCAMP collateral option, You assign your rights under the captive issued Deductible Reimbursement to Us. Furthermore, We will reinsure Your captive for liabilities it assumes under
the Deductible Reimbursement Policy.

This
deal will be documented via an Assignment Agreement, Reinsurance Quota Share Agreement and the Payment Agreement/Schedule of Policies & Payments. The Assignment Agreement and the cash
premium received via this reinsurance transaction will service to collateralize Your Deductible Obligations to Us. As an alternative to the Assignment Agreement we will accept a copy of the captive
issued Deductible Reimbursement Policy with the Restriction of Right to Cancel endorsement attached.

The Captive has two Investment Selection options at its disposal which are referenced below. We will advise rate for option #2 after first installment is received. If the
captive does not make a selection within 1 business date from that time, then the One-Year Rate option will apply.

Investment Selection Options

Under
this option, We would guarantee a fixed rate of return on the Reinsurance Premium set at an enhanced spread of [*] basis points over the 6-month
U.S. Constant Maturity Treasury yield as it reads the day we are in receipt of the first installment of the Reinsurance Premium. The interest rate will reset annually based on then current market
conditions. Should the Captive cancel the Reinsurance Quota Share Agreement at any time prior to January 1, 2009, it is understood and agreed that interest will be deemed to have accrued from
the date the premium is delivered to us, to the date of cancellation, at the 1-month U.S. Constant Maturity Treasury yield as it read the day we were in receipt of the first installment of
Reinsurance Premium.

Said
interest shall accrue to this account at a rate of TBD%. The rate will be effective until all claims are closed. Upon settlement of all liabilities to which this Agreement applies we shall pay to
You the balance of funds in this account. Interest will accrue to the collateral and will be paid annually. Note that accrued interest paid to the captive will not exceed the rate associated with the
amount of time that has elapsed, as per the below referenced Interest Rate Penalty Schedule. Should you choose to secure the payment of your Obligations with an alternative form of collateral prior to
all claims are closed, interest shall be calculated at the rate specified in the Interest Rate Penalty Schedule listed below in accordance to the date of the conversion to an alternative form of
collateral.

Interest Rate Penalty Schedule

A
penalty rate will apply. Below is a sample rate based on a rate of 5.01%, and penalty schedule will be provided when rate is set.

|Cancellation Date      |  | Interest rate |   | Cancellation Date             |  | Interest rate |  
|---------------------- |  | ------------- | - | ----------------------------- |  | ------------- | -
|Prior to 12/31/2008    |  | 3.50          | % | 1/1/2014 to 12/31/2014        |  | 4.30          | %
|1/1/2009 to 12/31/2009 |  | 3.60          | % | 1/1/2015 to 12/31/2015        |  | 4.45          | %
|1/1/2010 to 12/31/2010 |  | 3.70          | % | 1/1/2016 to 12/31/2016        |  | 4.60          | %
|1/1/2011 to 12/31/2011 |  | 3.85          | % | 1/1/2017 to 12/31/2017        |  | 4.75          | %
|1/1/2012 to 12/31/2012 |  | 4.00          | % | 1/1/2018 to 12/31/2018        |  | 4.95          | %
|1/1/2013 to 12/31/2013 |  | 4.15          | % | 1/1/2019 to All Claims Closed |  | 5.01          | %

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14

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Under
either Investment Selection Option, the Captive will receive a monthly accrued interest statement, detailing the opening fund balance, less losses paid in each particular month, along with
interest earned on the average investable balance.This Binder contemplates that we will not collect Escrow. Therefore, the monthly accrued interest statement will evidence
losses being paid at the mid-point of each month.

Should
the Federal Reserve lower the targeted Federal Funds rate at any time prior to the receipt of the first installment of the reinsurance premium, both investment selection options will become
null and void.

Letter of Credit

Any
letter of credit must be clean, unconditional, irrevocable and evergreen. It must be from a bank that we and the Securities Valuation Office of the National Association of Insurance Commissioners
have approved and in a form acceptable to us. It must be in the amount shown in theSchedule.If any letter of credit is canceled, no later than
30 days before that letter of credit expires,Youmust deliver to us a substitute letter of credit that complies with the requirements set forth
above. UponYourwritten request, we will not unreasonably withhold our consent to a reasonable extension of the time within which Youmust deliver such a
substitute letter of credit to us. The substitute letter of credit must take effect no later than the date of termination of the
expiring letter of credit.Yourduty to deliver such a letter of credit will continue untilYouhave
satisfied allYourobligations under this Agreement and thePolicies. If Youfail to provide us with a
qualifying substitute letter of credit as indicated above, we may draw upon the existing letter of credit in full.

Non-Depleting Cash Security

Cash
posted by you will be placed in a pooled cash account. We will credit to you, interest accrued for the quarter on the daily cash balances calculated at a rate equal to the 3-month
United States Constant Maturity Treasury yield as it reads the day the cash is received. The rate will be effective to 01/01/2009. This cash will not be utilized to pay for losses and expenses you
incur. We will bill you on a monthly basis for the reimbursement of losses and expenses. If, prior to 1/1/2009, you should choose, with our consent, to secure your Payment Obligation with an
alternative form of collateral provided for by the terms of the Payment Agreement ("Collateral Swap"), interest will be deemed to have accrued from the day the cash is received to the date of the
Collateral Swap, at a rate of 1.00%

Depleting Cash Security

Cash
posted by you will be placed in a pooled cash account. We will credit to you, interest accrued for the quarter on the daily cash balances calculated at a rate equal to the 1-month
United States Constant Maturity Treasury yield as it reads the day the cash is received. The rate will be effective to 01/01/2009. This cash will be utilized to pay for losses and expenses you incur.
Should the balance fall below a predetermined amount, as determined by us, we will commence billing you monthly for reimbursement of losses and expenses. If, prior to 01/01/2009, you should choose,
with our consent, to secure your Payment Obligation with an alternative form of collateral provided for by the terms of the Payment Agreement ("Collateral Swap"), interest will be deemed to have
accrued from the day the cash is received to the date of the Collateral Swap, at a rate of 1.00%.

Collateral Trust

Cash
will be invested in various securities, selected by you, in accordance with the applicable trust agreement, executed between you (Grantor), us (Beneficiary) and the bank (Escrow Agent). Our
oversight fee charge for this arrangement will be between 7 and 10 basis points of the market value of the trust. The Escrow Agent may also ask you for a separate fee for their services. At our
discretion, we will determine if this cash will, or will not, be utilized to pay for losses and expenses you incur.

15

---



The Statements made are Subject To The Following Terms and Conditions:

Collateral
options are subject to prior approval by AIG Credit.

Financial Covenants, Tests, or Minimum Credit Ratings

We
may require additional collateral fromYouin the event of the following:



We
may require andYoumust deliver such additional collateral according to the Payment Agreement up to an amount such that our unsecured exposure will
not exceed the amount shown as the Maximum Unsecured Exposure next to such rating in the grid below.

"Unsecured
exposure" is the difference between the total unpaid amount ofYour Payment Obligation(including any similar obligation incurred before the
inception of the Payment Agreement and including any portion ofYour Payment Obligationthat has been deferred and is not yet due) and the total amount
ofYourcollateral that we hold.

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

|Ratings at Effective Date
|-------------------------
|
|                         

|
|

|Potential Future Ratings
|------------------------
|
|                        



16

---









General Notes About Coverages

Coverage
outlined in this document is for explanatory and reference purposes only. The coverage provisions do not necessarily conform to any specifications furnished in the submission received from
your representative.

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 the case of any conflict between
the insurance policy (or policies), and the provisions contained in this Binder or binder, the provisions in the policy (or policies) shall govern. Upon receipt, please review the policy (policies)
thoroughly with your broker, and notify us promptly in writing if you have any questions or concerns.

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

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

Prior
to the inception date of coverage, you must provide us with the following information: All applicable 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



Entities
included as Named Insureds are those shown as such on the policy (policies) Declaration page, as well as in the appropriate Named Insured Endorsements attached to each individual policy,
whether such are issued at inception, or included by an additional endorsement thereafter.

Any
questions regarding this Binder or Binder should be directed to Our AIG Risk Management Representative shown in this document.No Alterations to this Binder or Binder May
Be Made Without the Prior Written Approval of AIG Risk Management.

17

---





Workers' Compensation

Policy
Term: Effective at 12:01
AM            1/1/2008                        to   
         1/1/2009

Workers' Compensation Coverage

StatutoryEmployers Liability:Bodily Injury by AccidentEach Accident

$
2,000,000Each Employee Bodily Injury by Disease

$
2,000,000Policy Limit Bodily Injury by Disease

$
2,000,000States 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
(i.e. Item 3A) WY is covered where approved by statuteStop Gap Liability:Bodily Injury by AccidentEach Accident

$
2,000,000Each Employee Bodily Injury by Disease

$
2,000,000Policy Limit Bodily Injury by Disease

$
2,000,000States Covered: OH, ND, WA, WV, WY, (i.e. other states covered 3C)


|
|

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 DiseaseWorkers' Compensation and Employers Liability under Federal LawInsured States

$
1,000,000

Each Accident or each Person for DiseaseWorkers' Compensation and Employers LiabilitySelf Insured States

$
N/A

Each Accident or each Person for DiseaseEmployers LiabilityMonopolistic States

$
1,000,000

Each Accident or each Person for Disease




|Coverage Extensions and Exclusions
|----------------------------------
|
|WC 00 00 00 A                     
|Various                           
|WCOFAC                            
|WC 000104                         
|                                  
|                                  

18

---



|WC 000104A |  | 10/04 |  | FEDERAL EMPLOYERS LIABILITY ACT COVERAGEThis 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  |  |       |  | MIGRANT AND SEASONAL AGRICULTURAL WORKERS PROTECTION ACT COVERAGE ENDORSEMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|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 specifics 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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

19

---



|           |  |       |  |                                                                                                                                                                                    | 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). California policies utilize the Labor Contractor Endorsement.                                                                                                                                                
|           |  |       |  |                                                                                                                                                                                    | 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 policyCompensation Law:State of Hire  
|WC 000313  |  | 04/84 |  | WAIVER OF SUBROGATION                                                                                                                                                              
|           |  |       |  |                                                                                                                                                                                    | A waiver of subrogation 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                                                                                                                                             

20

---



|           |  |       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 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.                                                                                                                                                                                                                                                                                                                           
|           |  |       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 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 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.                                                                                                                     

21

---



|WC000420                     |  | 12/02 |  | TERRORISM RISK INSURANCE EXTENSION ACT ENDORSEMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|---------------------------- |  | ----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|WC000320A                    |  | 02/92 |  | LABOR CONTRACTOR ENDORSEMENTThis endorsement is used in certain states where a Multiple Coordinated Policy approach is required.                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                             |  |       |  | New York uses a state specific endorsement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                             |  |       |  | Florida continues to use the prior version WC000320 (4-91).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|WC000323
AndWC000323A (1-06) |  | 04/84 |  | MULTIPLE COORDINATED POLICY ENDORSEMENTThis endorsement is used in certain states where a Multiple Coordinated Policy approach is required.                                                                                                                                                                                                                                                                                                                                                                                                                                  
|WC000303C                    |  | 10/04 |  | EMPLOYERS LIABILITY COVERAGE ENDORSEMENT
(ATTACHED TO THE MASTER POLICY)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                             |  |       |  | 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(ATTACHED TO THE MASTER POLICY)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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|WC 990002                    |  | 01/02 |  | LOSS REIMBURSEMENT ENDORSEMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|WC 990905                    |  | 10/02 |  | FLORIDA LOSS REIMBURSEMENT ENDORSEMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

|
|

|CA Coverage Forms, Extensions and Exclusions
|--------------------------------------------
|
|Various                                     
|WC 000104A                                  
|WC 040101A                                  

22

---



|WC 000109A |  | 04/92 |  | OUTER CONTINENTAL SHELF LANDS ACT COVERAGE ENDORSEMENT
Description of work                                                                                                                                                                                           
|---------- |  | ----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|           |  |       |  |                                                                                                                                                                                                                                                                      
|WC 000201A |  | 04/92 |  | MARITIME COVERAGE ENDORSEMENT
Description of work:                                                                                                                                                                                                                   
|           |  |       |  |                                                                                                                                                                                                                                                                      
|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(Replaces Alternate Employer Liability Endorsement)                                                                                                              
|7606H      |  |       |  | DESIGNATED WORKPLACES EXCLUSION ENDORSEMENT                                                                                                                                                                                                                          
|           |  |       |  |                                                                                                                                                                                                                                                                     
|           |  |       |  |                                                                                                                                                                                                                                                                     
|WC 040304  |  | 04/84 |  | CA SOLE PROPRIETOR COVERAGE ENDORSEMENT                                                                                                                                                                                                                              
|           |  |       |  |                                                                                                                                                                                                                                                                      
|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                                                                                                                                                                                                                                                             
|           |  |       |  |                                                                                                                                                                                                                                                                      

23

---



|           |  |       |  |                                                       |  | State or Country of Operations:"Anywhere inthe 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] 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 040306  |  | 04/84 |  | CA BLANKET WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS
|WC 990011A |  | 10/03 |  | UNINTENTIONAL ERRORS AND OMISSIONS ENDORSEMENT       
|WC 990017  |  | 01/01 |  | CA CANCELLATION ENDORSEMENT                          
|WC 990421a |  | 01-02 |  | CA LOSS REIMBURSEMENT ENDORSEMENT                    

Defense Base Act Coverage is not provided. Premium will be quoted separately by Worldsource will be billable outside of this program.

Workers' Compensation Premiums

Except
for guaranteed cost policies, the Workers' Compensation premium does not include the non-ratable elements mandated by the various states.

WC/EL
premiums and non-ratable elements are subject to rates approved by the various states and the actual experience modifications promulgated. Premium adjustments resulting from WC/EL
rate/premium changes applicable at inception, which were not recognized at the time the workers' compensation policy was initially rated, will result in revised installments reflecting the amount of
any such adjustments. The revised amounts will be an obligation of yours under the insurance program.

Workers' Compensation Loss Reimbursement (Deductible) Policy/Plan Premiums

A
discount in the premium for the loss reimbursement (deductible) policies shown in the schedule is calculated in accordance with our deductible rating plan. The premium includes a provision for
certain taxes and assessments (including residual market plan assessments), which we expect to become obligated to pay based on the premium.

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

Any
additional premium amounts calculated under this insurance program do not accrue toward maximum or aggregates which may be included in your Casualty Insurance Program.

24

---





Commercial General Liability

Policy
Term: Effective at 12:01
AM            1/1/2008                        to   
         1/1/2009

Your
Coverage Trigger ý Occurrence

Each Occurrence Combined Single Limit

$
2,000,000Personal & Advertising Injury Limit

$
2,000,000Damage to Premises Rented to You

$
2,000,000Medical Expense Limit (any one person)

$
10,000Employee Benefits Liability*

$
2,000,000Subject to a Deductible of: $500,000ý *A Claims Made FormRetrospective Date 06/15/1995General Aggregate LimitPer Policy

$
4,000,000Products-Completed Operations Aggregate Limit

$
4,000,000


|
|

Deductible

Applicable ToPremises, Operations, Personal and Advertising Injury, Medical Payments, or Damage to Property Liability

$
500,000

Each OccurrenceProducts-Completed Operations Liability

$
500,000

Each Occurrence


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

|Coverage Extensions and Exclusions
|----------------------------------
|
|CG 00 01                          
|IL 00 17                          
|Various                           
|CG 2011                           
|                                  
|CG 2015                           
|                                  
|                                  
|CG 0224                           
|62134                             
|CG 24 04                          
|61712                             

25

---



|51767                  |  | 04/02                  |  | EMPLOYEE BENEFITS LIABILITY COVERAGE (CLAIMS-MADE)                                                                                                                                                                                                                                                                                                              
|---------------------- |  | ---------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                       |  |                        |  |                                                                                                                                                                                                                                                                                                                                                                
|                       |  |                        |  |                                                                                                                                                                                                                                                                                                                                                                 
|                       |  |                        |  |                                                                                                                                                                                                                                                                                                                                                                 
|                       |  |                        |  | 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                  |  | 09/01                  |  | 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(endorsement #001 on policy)                                                                                                                                                                                                                                                                                                           
|Manuscript Endorsement |  | Manuscript Endorsement |  | AMEND DEFINITION OF INSURED CONTRACT(endorsement #002 on policy)                                                                                                                                                                                                                                                                                                
|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. (endorsement #003 on policy)
|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. (endorsement #004 on policy)                                                                                                                                                                                                              
|Manuscript Endorsement |  | Manuscript Endorsement |  | WHO IS AN INSURED ENDORSEMENTASSOCIATIONS, CLUBS OR OTHER ORGANIZATIONS AND "CORPORATE EMPLOYEE" MEMBERS.                                                                                                                                                                                                                                                      

26

---



|                       |  |                        |  | (endorsement #005 on policy)                                                                                                                                  
|---------------------- |  | ---------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------
|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". (endorsement #006 on policy).                         
|                       |  |                        |  | It is understood and agreed thatSection VDefinitions of form CG 0001 (12/04), Commercial General Liability Coverage Form of the policy is amended as
follows:
|                       |  |                        |  | The Definitions of "Employee" and "Leased Worker" item 5 and 10 are deleted and replaced by the following:                                                    
|                       |  |                        |  |                                                                                                                                                               
|                       |  |                        |  |                                                                                                                                                               
|                       |  |                        |  | In addition, Item 23. is added to theDefinition Section"Client Employee" defined as follows:                                                                  
|                       |  |                        |  |                                                                                                                                                               
|                       |  |                        |  | (final wording of this endorsement subject to AIG legal review.)                                                                                              
|Manuscript Endorsement |  | Manuscript Endorsement |  | KNOWLEDGE OF AN OCCURRENCEVICE PRESIDENT OF RISK MANAGEMENT(or equivalent) (endorsement #008 on policy)                                                      
|Manuscript Endorsement |  | Manuscript Endorsement |  | EXTENSION SCHEDULE OF NAMED INSUREDS(endorsement #010 on policy)                                                                                              
|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)                                                                                                               
|                       |  |                        |  |                                                                                                                                                              
|                       |  |                        |  |                                                                                                                                                              

27

---



|                       |  |                        |  |                                                                                                                                     | 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                  |  | 01/05                  |  | 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: T B A                                                                                                                
|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 INSUREDS ARE NOT INSUREDS UNDER THE CGL COVERAGE.                          
|                       |  |                        |  | (final wording of this endorsement subject to AIG legal review.)                                                                    

NOTES ON SPECIAL COVERAGE(S)

28

---





Commercial Automobile Liability

Policy
Term: Effective at 12:01
AM            1/1/2008                        to   
         1/1/2009

|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):ý 1.) Rejection where possible/minimum limits elsewhereo 2.) Policy limits where possible/maximum limits elsewhereo 3.) Other limits (identify limit(s))
$

|
|

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



|Coverage Extensions and Exclusions
|----------------------------------
|
|CA 00 01                          
|IL 00 17                          
|Various                           
|CA 2001                           
|                                  
|                                  
|                                  
|                                  
|                                  
|61944                             
|                                  
|                                  
|                                  

29

---



|CA 2313 |  | 12/93 |  | TRAILER INTERCHANGE FIRE AND FIRE AND THEFT COVERAGES
STATE APPROVALS:                                                                                                                                                                                     
|------- |  | ----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |  |       |  |                                                                                                                                                                                                                                                           
|        |  |       |  |                                                                                                                                                                                                                                                           
|        |  |       |  | 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:                                                                                                                                                                         
|        |  |       |  |                                                                                                                                                                                                                                                           
|        |  |       |  |                                                                                                                                                                                                                                                           
|        |  |       |  | Name of Individual:"All 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:                                                                                                                                                                                            
|        |  |       |  |                                                                                                                                                                                                                                                           
|        |  |       |  |                                                                                                                                                                                                                                                           
|        |  |       |  |                                                                                                                                                                                                                                                           
|        |  |       |  | 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:                                                                                                                                                                                                                     
|        |  |       |  |                                                                                                                                                                                                                                                           
|        |  |       |  |                                                                                                                                                                                                                                                           
|CA 9954 |  | 07/97 |  | COVERED AUTO DESIGNATION SYMBOLSTATE 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:                                                                                                                                                                                                                      
|        |  |       |  |                                                                                                                                                                                                                                                           

30

---



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

31

---



|                       |  |                        |  |                                                                                                                                                                                                                                           | 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 DELETEDNote: 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.                                               
|                       |  |                        |  |                                                                                                                                                                                                                                           | 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(endorsement #1 on the policy)                                                                                                                                                                        
|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". (endorsement #2 on policy).                            
|                       |  |                        |  | It is understood and agreed thatSection 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".    

32

---



|                       |  |                        |  |                                                                                                                                                                                                                                                                                                                                                                  | 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, ItemQ. 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 ACCIDENTThe 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. (endorsement #3 on the policy)
|MANUSCRIPT ENDORSEMENT |  | MANUSCRIPT ENDORSEMENT |  | KNOWLEDGE OF OCCURRENCEIt 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. (endorsement #4 on the policy)       
|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. (endorsement #5 on the policy)                                                                                                            
|MANUSCRIPT ENDORSEMENT |  | MANUSCRIPT ENDORSEMENT |  | AMENDATORY ENDORSEMENTIt is hereby agreed that Employees as Insureds Endorsement (CA9933) and Employee Hired Autos Endorsement (CA2054) does not apply to "client employees". (endorsement #6
on the policy)                                                                                                                                                    
|MANUSCRIPT ENDORSEMENT |  | MANUSCRIPT ENDORSEMENT |  | UNINTENTIONAL ERRORS AND OMISSIONS ENDORSEMENTSection IVBusiness Automobile ConditionsRepresentations is added. (endorsement #8 on the policy)                                                                                                                                                                                                                
|MANUSCRIPT ENDORSEMENT |  | MANUSCRIPT ENDORSEMENT |  | EXTENSION SCHEDULE OF NAMED INSUREDS(endorsement #10 on the policy)                                                                                                                                                                                                                                                                                             
|53820                  |  | 07/92                  |  | LRRP SHORT FORM ENDORSEMENT
POLICY NUMBER: T B A                                                                                                                                                                                                                                                                                                                
|73187                  |  | 09/03                  |  | DEDUCTIBLE COVERAGE ENDORSEMENTA                                                                                                                                                                                                                                                                                                                               

33

---



|89644 |  | 07/05 |  | COVERAGE TERRITORY ENDORSEMENT (O.F.A.C.)
STATE APPROVALS:
|----- |  | ----- |  | ----------------------------------------------------------
|      |  |       |  |                                                          
|      |  |       |  |                                                          

NOTES ON SPECIAL COVERAGE(S): AIG WILL REVIEW AUTOMOBILE COVERAGES TO CONFIRM THAT HANDLING AND WORDING OF CLIENT EMPLOYEE EXPOSURES ARE IN LINE WITH HANDLING ON
CGL.

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), Binder(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.



State DMV Proof of Coverage Reporting Requirements

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

34

---





We have advised your broker as to the Automobile Liability Insurance Reporting Procedures information available on our web site. Additionally, we have advised your broker on how to retrieve
"templates" on our web site for capture and transmission of vehicle information for such reporting.

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

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

Please
contact your broker to ensure that all of the necessary information has been, and continues to be, provided to us.

Automobile Coverage where a Composite Rate Applies

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

COMMERCIAL AUTOMOBILE TERRORISM RISK EXTENSION ACT OF 2005 NOTIFICATION

You
are hereby notified that under the Terrorism Risk Insurance Extension 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 exists for Commercial Automobile, we are willing to provide you with Terrorism coverage subject to the limitations and exclusions of each automobile
insurance contract for the additional premium indicated below.

For
your convenience, our standard terrorism definition follows, however, the definition may vary based on modifications required by individual state regulatory offices.

DEFINITIONSThe
following definitions shall apply:

"Terrorism"
means the use or threatened use of force or violence against person or property, or commission of an act dangerous to human life or property, or commission of an act that interferes with
or disrupts an electronic or communication system, undertaken by any person or group, whether or not acting on behalf of or in any connection with any organization, government, power, authority or
military force, when the effect is to intimidate, coerce or harm:



This
quotation for Commercial Automobile includes a charge for Terrorism coverage, which is referenced in Section 2. Program Rates and Premiums.

Your responsibility for the payment of "Allocated Loss Adjustment Expenses" 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

C

100%General Liability

C

100%Automobile Liability

C

100%


35

---







36

---







SECTION 4PREMIUM PAYMENTS AND PROGRAM TERMS

Cash
Deposit, Installments and Estimated Deferred Amounts $1,000,000 option

|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)(2) |           | Provision for
Limited Losses
(AL/GL)(2) |   | Estimated
Payment
Obligation
|----------- |  | --------- | ---------- | ------------------------------------------- | --------- | ---------------------------- | - | --------------------------------------- | ---------- | -------------------------------------------------------------- | --------- | --------------------------------------- | - | ----------------------------
|1           |  | 1/1/2008  |            | $                                           | 1,272,444 |                              | $ | 463,519                                 |            | $                                                              | 4,619,353 |                                         | $ | 77,773                      
|2           |  | 2/1/2008  |            | $                                           | 1,350,217 |                              |   |                                         |            | $                                                              | 4,619,353 |                                         |   |                             
|3           |  | 3/1/2008  |            | $                                           | 1,350,216 |                              |   |                                         |            | $                                                              | 4,619,353 |                                         |   |                             
|4           |  | 4/1/2008  |            | $                                           | 1,350,216 |                              |   |                                         |            | $                                                              | 4,619,352 |                                         |   |                             
|5           |  | 5/1/2008  |            | $                                           | 1,350,216 |                              |   |                                         |            | $                                                              | 4,619,352 |                                         |   |                             
|6           |  | 6/1/2008  |            | $                                           | 1,350,216 |                              |   |                                         |            | $                                                              | 4,619,352 |                                         |   |                             
|7           |  | 7/1/2008  |            | $                                           | 1,350,216 |                              |   |                                         |            | $                                                              | 4,619,352 |                                         |   |                             
|8           |  | 8/1/2008  |            | $                                           | 1,350,216 |                              |   |                                         |            | $                                                              | 4,619,352 |                                         |   |                             
|9           |  | 9/1/2008  |            | $                                           | 1,350,216 |                              |   |                                         |            | $                                                              | 4,619,352 |                                         |   |                             
|10          |  | 10/1/2008 |            | $                                           | 1,350,216 |                              |   |                                         |            | $                                                              | 4,619,352 |                                         |   |                             
|11          |  | 11/1/2008 |            | $                                           | 1,350,216 |                              |   |                                         |            | $                                                              | 4,619,352 |                                         |   |                             
|12          |  | 12/1/2008 |            | $                                           | 1,350,216 |                              |   |                                         |            | $                                                              | 4,619,352 |                                         |   |                             
|Subtotals   |  | $         | 16,124,821 |                                             | $         | 463,519                      |   | $                                       | 55,432,227 |                                                                | $         | 77,773                                  |   | $                           
|DLP*        |  |           | N/A        |                                             |           | N/A                          |   | $                                       | 0          |                                                                | $         | 0                                       |   | $                           
|DEP*        |  | $         | 0          |                                             | $         | 0                            |   |                                         | N/A        |                                                                |           | N/A                                     |   |                             
|Totals      |  | $         | 16,124,821 |                                             | $         | 463,519                      |   | $                                       | 55,432,227 |                                                                | $         | 77,773                                  |   | $                           

DLP
means "Deferred Loss Provision". This is the estimated amountYoumust pay us as "Additional Payments" described below.

DEP
means "Deferred Expense Provision". This is an estimated amount thatYoumust pay us as such shown in the Schedule of Policies and Premiums to the
Payment Agreement.

Notes:
(1) "Provision for Expenses and Excess Losses" is a part of the Premium. The remainder of the Premium is included under "Provision for Limited Losses". 2) "Provision for Limited
Losses" includes provision forLosswithin yourRetention(both Deductible and Loss Reimbursement Limit)
andYourshare ofALAE.Any "Deposit" in this column is the Claims Payment Deposit. Refer to definitions
in the Payment Agreement.

Additional Payments

You
must pay us the installment amounts by the due dates as specified in this document. We have calculated the part of those installments designated as "Provision for Limited Losses" to equal the
Losses within Your retention/deductible/loss reimbursement limit and Your share of ALAE that we expect to incur during the period for which Provision for Limited Losses amounts are shown. The amount
we incur will be the sum of the amounts we pay and the amounts we reserve for payment on claims that have been reported to us, but shall not include our reserves for losses that have been incurred but
have not been reported to us.

Billing Method

Billing to:

ý
YouatYouraddress shown in the Schedule, or

37

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Incurred Loss Accounting Adjustments

The
first Premium Plan Adjustment will take place as soon as practicable after the expiration date of the policies. The adjustment will be based on the rates shown in this document, audited exposures
and loss information valued as of 6/30/2009 subject to the minimums indicated within the terms of your insurance program. Thereafter, annual Ultimate Incurred Loss Plan adjustments will take place and
continue until you and we agree in writing to perform no further recalculation.

Additional
premium due us, or return premium due you, resulting from the adjustment, will be payable in its entirety within the time permitted by notice to you and subject to the terms of the Payment
Agreement.

NOTE THAT:

We
may apply a different table of LDF's that will enable us more accurately to estimate such final amount ofLossand ALAE,if during the term of the policies,
 a change occurs in the hazards insured against because ofYouracquisition or disposition of a subsidiary, division or operation with assets at least equal to 20% ofyourassets on the effective date hereof, or the
organization that provides claims service under thePolicies is changed, orYour retention/deductible/loss reimbursement
limitunder any of thePolicies,or any other change occurs which is likely to render the LDF's shown in the Grid ineffective as
a tool for estimating with reasonable accuracy the amount ofLossandALAEthat we will pay because of
accidents, occurrences, or offenses covered by thePolicies.

SECTION 5IMPORTANT NOTES

Documentation

By
accepting this Casualty Insurance Program, the Insured agrees to provide AIG Risk Management with the correctly completed and signed documents as requested by AIG Risk Management:





All
documents requiring signature must be signed by aauthorized representativeof the Insured and in some instances, on behalf of Your Insurance
Representative. All documentsmustbe dated as of the inception date of the program.

Failure
to execute any of the requisite documents within the time periods required will render the Financial Plan of your Casualty Insurance Program voidable at the discretion of AIG Risk

38

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Management.
The entire amount of the "Estimated Cost" specified under the program will thereafter become immediately due and payable to us in cash. Failure topay premium
within 5 Days of the billing datemay result in the exercise of various default remedies including, but not limited to, cancellation.

Acquisitions and Divestitures

With
respect to any acquisitions or divestitures that represent a greater than 10% increase in exposure, AIG Risk Management may, at its discretion, require a program review. That review MAY result in
a premium adjustment.

Estimated Premium Quoted in This Binder or Binder

The
estimated premium(s) shown in this Binder or 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 is for explanatory purposes only. None of the numbers herein are intended to represent final calculation. Neither AIG Global 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 the calculation process. All amounts are subject to modification
through the binding process and to program adjustments after binding. The terms of the Casualty Insurance Program, our manuals of rules, classifications, rates and rating plan will determine the
adjusted premium and surcharges (if any). All information required to conduct our adjustments are subject to verification and change.

Estimated Taxes and Assessments Quoted in this Binder For Loss Sensitive Programs/Plans

Any
references made in this Binder to taxes or tax rates or assessments are subject to change if such taxes or tax rates or assessments are changed or modified by the respective taxing authority(ies)
prior to inception or following inception. You shall be obligated for any resulting increase that occurs.

Premium Tax on Deductibles For Loss Sensitive Programs/Plans

If
any state regulatory authority that mandates amounts which you have paid as deductible reimbursements are considered premium, and thus are subject to premium taxes and/or assessments makes any
claim, we will notify you of the existence of such a claim. We will give you the opportunity of joining with us in any proceeding to contest such claim at your own expense, or to contest such claim
independently at your own expense. In the event a determination is made that said reimbursed amounts are taxable as premium or subject to assessments, you will be responsible to pay the premium taxes
and/or assessments and any related fines, penalties or interest that may be imposed as a result of the non-payment of premium taxes and/or assessments applicable to the Policies.

Notice about the Office of Foreign Assets Control (OFAC)

This
Binder or resulting binder, the continuation of any bound insurance, and any payments to you, to a claimant or to another third party, may be affected by the administration and enforcement of U.
S. economic embargoes and trade sanctions by the Office of Foreign Assets Control (OFAC), if we determine that any such party is on the "Specially Designated Nationals or Blocked Persons" list
maintained by OFAC.

Notice Applicable to Policies Issued Using the New York Trade Zone

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

39

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Vermont Statute, Title 18: Health, Chapter 38: Lead Poisoning

Affidavit
Attesting To Compliance With §1759. Essential Maintenance Practices

In
1996, the State of Vermont passed legislation (Act 165) pertaining to lead poisoning. The Act requires owners of pre-1978 rental dwellings or apartments, and operators of child care
facilities housed in buildings 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 indicating essential maintenance practices have been performed, the dates they were completed,
and who performed them. This affidavit attesting to compliancemustbe filed annually with us (as your liability insurance carrier) as well as the
Vermont Department of Health.

The
member companies of American International Group, Inc., in accordance with instructions by the Vermont Department of Banking, Insurance, Securities and Health Care Administration, is
reaffirming with owners/landlords of affected properties their obligations for compliance with Act 165. If §1759 is applicable to you, your affidavit is an important component of
our underwriting
file. Compliance with the Essential Maintenance Practices, and receipt of certification from a licensed inspector, provides the owner/landlord with certain liability protections.

Please
ensure you follow through with certification and provide us with the required affidavit so that you enjoy the full protection the statute provides.

40

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NOTE: This notice is not intended to detail the provisions of Act 165. Please see full text of the section of Act 165 (§1759) addressing EMP's on the internet at
URL:
http://www.leg.state.vt.us/statutes/fullsection.cfm?Title=18&Chapter=038&Section=01759

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

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

On
workers' compensation policies, coverage for acts of terrorism is mandatory and your quotation will automatically include a charge for terrorism coverage.

You
should read the Act for a complete description of its coverage. The Secretary's decision to certify or not to certify an event as an Act of Terrorism and thus covered by this law is final and not
subject to review. There is a $100 billion dollar annual cap on all losses resulting from Acts of Terrorism above which no coverage will be provided under this policy and under the Act unless
Congress makes some other determination.

For
your information, coverage provided under this Binder or binder for losses caused by an Act of Terrorism may be partially reimbursed by the United States under a formula established by the Act.
Under this formula the United States pays 90% of terrorism losses covered by this law exceeding a statutorily established deductible that must be met by the insurer, and which deductible is based on a
percentage of the insurer's direct earned premiums for the year preceding the Act of Terrorism.

Payment of Premium

Wire Transfers:

The
Insured will be sent a premium invoice and the insured will then wire transfer the money, indicating what the payment is for, to our account:



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

Express Mail:

Premium
Payments can be express mailed to the following address:

AMERICAN
INTERNATIONAL COMPANIES
4 CHASE METROTECH CENTER, 7TH FLOOR EAST
LOCKBOX 10472
BROOKLYN, N. Y. 11245

41

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Premium Audit

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

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

SECTION 6ATTACHMENTS

LOGO

Overview

AIG
Domestic Claims, Inc. (AIGDS) is dedicated to enhancing our customers' competitive position by delivering effective risk control and claim management services which measurably reduce the
ultimate cost of risk. We are committed to excellence, responsible stewardship and superior performance. Some 2,400 claim professionals manage workers' compensation and property and casualty claims in
our service centers strategically located throughout the country.

Special Account Instructions

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

The
Special Account Instructions that are developed and tailored for you are communicated electronically with all updates immediately available through the system to our service centers. Our claim
specialists view the Special Account Instructions prior to the handling of any claim.

Claims Reporting

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

Internet
Claim ReportingAIGDS offers its customers IntelliRisk® First Notice of Loss (FNL) reporting through the Internet. This service is available to all of AIGDS' active
customers who have registered for Internet claim reporting through their service representative. For further details visit our Website at www.aigcs.net.

Risk Management Information Systems (RMIS)

Our
Risk Management Information Services (RMIS) Division provides a valuable source of claim information solutions for today's demanding risk management concerns. Through our suite of

42

---



IntelliRisk®
e-Services and the support of our designated business and technology professionals, we help the policyholders of AIG member companies manage their claim program
and reduce costs.

The
suite of IntelliRisk e-Services was designed to help facilitate every step of the claim process, and includes:

IntelliRisk
NetSource®An Internet-based online claim analysis and reporting system that provides real-time claim, payment and adjuster activity information for
companies of all types and sizes. Available features include:



IntelliRisk
NetData®Offers various methods of receiving electronic reports and data. Features include an Internet e-mail service that "pushes" an electronic
version of our loss report as a file attachment in an e-mail, reports on CD-ROM, and the ability to send data via FTP (File Transfer Protocol) and on tape, cartridge or
diskette.

IntelliRisk®
First Notice of Loss (FNL)Allows customers to report workers' compensation and Property and Casualty claims online, sending the information directly into the
AIGDS claim system and to the appropriate AIGDS service center.

IntelliRisk®
Medical Provider Listing (MPL)Provides easy, fully searchable web-access to information on nearby network doctors, hospitals or specialists.

43

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SECTION 6ATTACHMENTS

LOGO

Executive Summary

AIG
Consultants, Inc.®, (AIGC), a member company of American International Group, Inc., provides comprehensive safety, healthcare, environmental, property, and crisis
management services. AIGC has been providing clients with quality service for over two decades. Quality and measurable results: these factors make the difference for AIGC's customers. AIGC is
ISO 9001-2000 certified, a distinction which guarantees our organization adheres to a recognized global framework for delivering excellence in customer service, best practices and
business leadership. At the core of our operating philosophy is a commitment to delivering the highest level of professional service. Drawing on our expertise, we provide customized assistance focused
on our customers' needs. Through our international network of operations, we offer our services worldwide, and have built a record of success in effectively servicing the needs of our customers. Our
international team of over 400 consultants, supplemented by our network of qualified and approved subcontractors/vendors provide technical expertise in a wide array of specialties to ensure your
specific needs are met and sound business solutions are delivered.

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



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



NOTE:Basic risk control services for underwriting purposes have been included in your program. Additional risk control services are available by
contacting your AIGC representative.

44

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SECTION 6ATTACHMENTS

«Date»

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

POLICYHOLDER DISCLOSURE STATEMENT UNDER

---

TERRORISM RISK INSURANCE ACT OF 2002  AND  TERRORISM RISK INSURANCE EXTENSION ACT OF 2005

You
are hereby notified that under the federal Terrorism Risk Insurance Act of 2002 (the "Act") effective November 26, 2002, and its amendment, the Terrorism Risk Insurance Extension Act of
2005 (jointly referred to as the "Act"), you now have a right to purchase insurance coverage for General Liability losses arising out of an Act of Terrorism, which is defined in the Act as an act
certified by the Secretary of the Treasury (i) to be an act of terrorism, (ii) to be a violent act or an act that is dangerous to (A) human life; (B) property or
(C) infrastructure, (iii) to have resulted in damage within the United States, or outside of the United States in case of an air carrier or vessel or the premises of a U.S. mission and
(iv) to have been committed by an individual or individuals acting on behalf of any foreign person or foreign interest, as part of an effort to coerce the civilian population of the United
States or to influence the policy or affect the conduct of the United States Government by coercion. You should read the Act for a complete description of its coverage. The Secretary's decision to
certify or not to certify an event as an Act of Terrorism and thus covered by this law is final and not subject to review. There is a $100 billion dollar annual cap on all losses resulting from
Acts of Terrorism above which no coverage will be provided under this policy and under the Act unless Congress makes some other determination.

For
your information, coverage provided by this policy(ies) for losses caused by an Act of Terrorism may be partially reimbursed by the United States under a formula established by the Act. Under this
formula the United States pays 90% of terrorism losses covered by this law exceeding a statutorily established deductible that must be met by the insurer, and which deductible is based on a percentage
of the insurer's direct earned premiums for the year preceding the Act of Terrorism.

Please
indicate your selection below.

o    Coverage
for acts of Terrorism under your General Liability policy(ies) may be purchased for an annual premium amount of
$«underwriter enters premium». I hereby reject coverage and accept the Terrorism Exclusion on my policy(ies) in accordance with
the Act.

Please contact your broker with any questions.

|Signature of Insured |  |  | 
|-------------------- |  |  | 
|Print Name/Title     |  |  | 
|Date                 |  |  | 

«Underwriter/Account
Manager»

45

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SECTION 7COMMISSION

COMMISSION

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

ý    This
Binder is Net of Commission (check this box if no commission applies).

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

SECTION 8GLOSSARY

Aggregate Stop Amount

The
maximum amount of benefits, damages and, if stipulated, Allocated Loss Adjustment Expense payable by you for losses under policies that are subject to your retention/deductible/loss reimbursement,
and (if applicable) self-insured retention insurance plan.

Aggregate Stop Limit

If
shown in conjunction with the Aggregate Stop Amount, the Aggregate Stop Limit is the maximum amount of benefits, damages and, if stipulated, Allocated Loss Adjustment Expense that we will not
require you to reimburse to us under your retention/deductible/loss reimbursement, and (if applicable) self-insured retention insurance plan.

ALAE (Allocated Loss Adjustment Expense)

Loss
adjustment expenses that are assignable or allocated to specific claims. "Allocated Loss Expenses" or"ALAE"will include, but are not limited to,
all fees for service of process and court costs and court expenses; pre- and post-judgment interest; attorney's fees; cost of undercover operative and detective services; costs
of employing experts; costs for legal transcripts, copies of any public records and costs of depositions and court-reported or recorded statements; costs and expenses of subrogation; and any similar
fee, cost or expense reasonably chargeable to the investigation, negotiation, settlement or defense of a loss or a claim or suit against you, or to the protection and perfection of either your or our
subrogation rights. ALAE also includes medical management Fees which may include medical bill audit fees, utilization management fees, network access fees and case management fees.

ALAE
will not include loss adjustment expenses explicitly included in the premium calculation formula or otherwise explicitly included in the rating values, nor the salary, employee benefits, or
overhead of any of our employees, nor the fees of any attorney who is our employee or under our permanent retainer; nor the fees of any 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 a claim or suit against you.

ALIR System

Automobile
Liability Insurance Reporting software system used for the reporting of required vehicle data to the various state DMV offices.

Automatic Withdrawal

An
insured funded account established to facilitate the carrier's payment of the insured's losses and ALAE within the insureds deductible layer. The Insured authorizes the insurer to make withdrawals
as necessary and upon the insurer's demand from the account. The insured is obligated to fund the

46

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account
to cover expected losses and ALAE within the Insured's retained/deductible layer. The Insured is responsible to replenish the account as necessary.

Basis of Adjustment

Exposure
(such as payroll) and factor (such as a rate) used to determine a specific number or amount.

Claims Payment Deposit

The
amount deposited into the Claims Payment Fund.

Claims Payment Fund

"Claims
Payment Fund" is a non-interest bearing escrow fund established in the amount of two and one half (21/2) months' estimated Reimbursable Loss Plus Allocated Loss
Expenses. The Claims Payment Fund is deposited with the Claims Administrator for the payment of claims. The Claims Payment Fund is an estimated amount, and it will be adjusted depending upon the
actual claims paid.

The
prior four months' paid losses will be reviewed by the Company to determine a two and one-half (21/2) month average.

Claims Service Charges

Fees
associated with the Third Party Administrator's handling of claims adjustment for a given account.

Deductible

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

Deferred Expense Provision

Is
an estimated amount of expenses that you must pay as shown in the Schedule of Policies and Premiums to the Payment Agreement.

Deferred Loss Provision

Is
the estimated amount you must pay us as regular (usually billed monthly) loss payments and sizable loss payments as described in the Schedule of Policies and Premiums to the Payment Agreement.

DMV

Department
of Motor Vehicles.

Estimated Deferred Amounts

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

Estimated Cost

All
costs and amounts set out in the binder are considered estimated amounts subject to change prior to program binding and in the case of adjustable programs post program inception. Tax amounts
quoted through out the binder are estimated and subject to change based on revised tax rates and additional assessments that come due during the policy period

47

---



Experience Modifications

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

FEIN numbers

Federal
Employer Identification number.

Guaranteed Cost Policies

Policies
of insurance under which premium is charged on a prospective basis without adjustment for loss experience during the policy period.

Incurred Loss Conversion

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

Insured States

States
that are covered by insurance

Loss Conversion Factor

Are
factors used in the retention rating formula that provide a charge to cover the cost of the insurer's claims service fee.

Loss Development Factors

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

Loss Reimbursement Limit

The
portion of any loss and ALAE we pay that you must reimburse us for under any "Loss Reimbursement" provisions of a Policy.

LRRP endorsement

LRRP
(Large Risk Rating Plan) is RMG's version of the NCCI/ISO Large Risk Alternative Rating Option. The LRRP endorsement moves the adjustment process from the individual policies to the overall
program adjustment and moves expenses among different lines of insurance.

Maximum Cost

The
maximum amount that you must pay for the Subject Premium, and if applicable, non-subject premium, Self-Insured losses and ALAE.

Maximum Insurance Cost

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

48

---



Maximum Premium

Largest
amount that the subject premium can attain.

Minimum Cost

The
minimum amount that you must pay for the Subject Premium, and if applicable, non-subject premium, Self-Insured losses and ALAE.

Monopolistic States

Those
states where employers must obtain workers compensation insurance from compulsory state funds or qualify as a self-insurer. North Dakota, Ohio, Washington, West Virginia and Wyoming
(for certain codes only) are monopolistic states.

Non-Ratable

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

Non-Subject Premium

All
other premium under a policy that is not subject to adjustment on the basis of loss adjustment.

Plan Adjustment

Recalculation
of the estimated premium from policy inception based on audited exposures and factors shown in the binder, plus losses and expenses, where applicable.

Paid Loss adjustments

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

Paid Losses

Losses
paid under the insurance program as they become due.

Premium Deferral Plan

Plan
under which the Insured and insurer agree to defer the insurance program premium over the course of the policy period. The Plan is set out in the schedule to the payment agreement and the insured
is obligated to provide collateral to secure for the deferred payment plan.

Premium Discount

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

Retention

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

49

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Self-Insured Retention

A
specific amount the Insured retains as its obligation for a covered loss. It is the Insured providing primary insurance over which the carrier provides excess coverage. Unlike a Deductible, the
Insurer is not obligated to pay the Insured's SIR and then seek reimbursement form the Insured. The insured is directly responsible to the claimant for the amount of the SIR.

Self Insured States

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

Sizable Loss Payments

A
set amount shown in the Payment Agreement schedule for which the Insured will be obligated to reimburse us following our payment of any Loss and ALAE within the Insured's retention.

Stacking

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

Standard Premium

Premium
based upon the exposure rates and increase limit factors, but without application of premium discount or deductible discounts.

Stop Gap Liability

Provides
Employers Liability coverage for those states where employers must obtain statutory workers compensation insurance from a compulsory state fund.

Subject Premium

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

Texas Premium Discount

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

UAIN

Unemployment
Account Identification Number

Ultimate Incurred Loss Plan

Loss
Sensitive program in which you are paying, in advance of actual loss dollar payment, for the ultimate cost of expected losses and expenses that will occur during the policy period.

Ultimate Losses

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

50

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UM/UIM/PIP

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

Valuation Date

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

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