##### 



Exhibit 10.39
 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY ASTERISKS AND
BRACKETS, HAS BEEN OMITTED FROM EXHIBIT 10.39 TO GEVITY HR, INC.S ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2005, AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
  A Member Company of American International Group, Inc
 Gevity HR, Inc.
 1/1/06-07
 Workers Compensation/Employers Liability
 Final Bound Binder




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##### 



80 PINE STREET, THIRD FLOOR
NEW YORK, NEW YORK 10005
(212) 770-3708/ Fax (212) 480-2239
   1.
    
    Based on unmodified manual premium of $150,032,865 with corresponding
estimated modified premium of $176,594,314. Rates outlined within this binder
will be applied to unmodified manual premium.
 
    
    With respects rate changes & potential impact to Gevity: Rate changes
made during the course of an in force policy would not apply until the renewal
of the subsequent policy term unless there is an anniversary rating date.
 2.
    
    Receipt of first installment due prior to inception.3.
    
    Annual manual premium growth of no more than [*]% in the states of CA, GA, TX, or FL ([*]%
As respects FL) individually and no more than [*]% in the aggregate. If calculated at
monthly audit 20% or greater premiums are found for states other than FL (FL is
[*]%), we would retain the right to immediately increase and bill excess premium and
collateral by 1.25 times the relative exposure in the applicable states above the
trigger.4.
    
    If actual surcharges including NY second injury exceed the deposit indicated below, Gevity
will be responsible for the additional cost.5.
    
    Continued compliance with monthly voluntary audits.6.
    
    This Binder contemplates that there are no material changes between the date of this
Binder
and expiration. If a material change should occur, we reserve the right to
re-price account immediately and change our collateral requirements.
Material change is defined as inclusive but not limited to: changes in
management team, changes in manual rate profile of Gevity, deterioration in
either Gevitys financials or projected losses under the current program,
acquisitions or transfer in whole or in part of another similar organization or
book of business, any breach of our current contract.7.
    
    This Binder is net of brokerage commission.8.
    
    Issuance of Deductible Buy-Back Policy, by a member Company of AIG,
covering
deductible losses up to an aggregate of $16,200,000. In addition to providing
coverage up
to the $16,200,000 aggregate, the deductible Buy-Back policy will provide
$20,000,000
of aggregate stop coverage above a $180,000,000 attachment point. The
$180,000,000 attachment point is a minimum and adjustable upwards only based
on audited unmodified premium.We retain the right to re-price if any of the following occur:
 -
    
    Florida Unmodified Premium grows by more than [*]%. The
projected 2006 Florida unmodified premium = $[*]. Countrywide projected
2006 unmodified premium = $[*].-
    
    Florida Unmodified Premium grows more than [*]% of the
countrywide Unmodified Premium (Projected at [*]%)-
    
    The 2006 Interstate Modification Increases to greater than
[*].
 
 *
    
    THIS CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION. 2




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##### 



Estimated Exposures
  Retained Amount
 Workers Compensation and Employers
    
    
    *$2,000,000
    
    
    Each accident or eachLiability under state Law
    
    
    
    
    
    person for DiseaseWorkers Compensation and Employers
    
    $
    2,000,000
    
    
    Each Accident or eachLiability under Federal Law
    
    
    
    
    
    person for Disease
 
 *
    
    Minnesota $1,520,000 Treatment of Allocated
 Allocated Loss Adjustment Expenses ALAE
 ALAE not
 1.
    
    Fees payable to the Claims Service Provider as set forth in its fee schedules
payable by us, nor;2.
    
    the salary, employee benefits, or overhead of any of our employees, nor3.
    
    the fees of any attorney who is our employee or under our permanent retainer;
nor4.
    
    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 company(ies), with
respect to a claim or suit against you.
 Allocated Loss Adjustment Expenses
 ALAE
 a)
    
    If we have NO obligation under the Policies to pay damages,
benefits or indemnity, all ALAEup to the applicable Deductible
or Loss Limit and 100% of all ALAEin excess thereof; orb)
    
    If our obligation to pay damages, benefits or indemnity under
the Policies exceeds zero ($0), all ALAEtimesthe amount of our
obligation to pay damages, benefits or indemnity up to the
applicable Deductible or Loss Limit, divided bythe total amount
of our obligation to pay damages, benefits or indemnity.
 Program Components
 Total PayIn
    
    $115,363,394Pay-In Loss Provision
    
    $90,000,000 (Includes $16,200,000 lossProvision for deductible Buy-Back policy)Pay-In Insurance Company Expenses(1)
    $25,363,394
  Profit and Administration
    
    $[*]  Excess Premium
    
    $[*] (Includes [*] in Terrorism Premium)  Insurance Charge
    
    $[*]  Claims Administration
    
    $[*]  Florida Tax/RMLs/ Board & Bureaus
    
    $[*]  A/O States Tax/RMLs/ Board & Bureaus
    
    $[*]  Deductible Buy-Back Taxes
    
    $[*]  NY State Assessment Charge
    
    $[*]
 
 *
    
    THIS CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. 3




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##### 



Estimated Workers Compensation Surcharges
    
    $672,888 (In addition to Total Pay-In above)Adjustable based upon audited premiumAnnual Unmodified Manual Premium
    
    $150,032,865Estimated Monthly Unmodified Manual Premium
    
    $12,502,780 (1st)$12,502,735 (each of the next 11 months)
 (1)
    
    Does not include potential premium taxes on deductible reimbursements except for those
states identified in the schedule to the Payment Agreement. If a determination is made by any
state regulatory authority that deductible reimbursements are taxable as premium or subject to
assessments, you will be charged for said taxes and assessments(2)
    
    Claims Administration Expense Payin = $[*]. Predicated on assumption of [*]% LCF off
Incurred Losses limited to $1,000,000 per occurrence ([*]). To be adjusted annually based on
calculation of ultimate loss using LDFs identified within the binder times applicable LCF.Our Binder contemplates Gevity successful elimination of F.E.T.  Should F.E.T. be
assessed this charge will be passed along to Gevity.(3)
    
    The Tax Amount show above reflects our estimate of taxes, Risk Market Loads (RMLs) and
Board & Bureau
Charges in effect currently for all states.
 Monthly/Quarterly Premium Adjustment
  
    
    On a Monthly basis we will calculate the premium based upon the voluntary
payrolls submitted and compare to the estimated premium. Any additional or return premium
will be due on a quarterly basis.If the resulting additional premium is 10 % or
greater ,including on a cumulative monthly basis, the associated additional allocation for
loss provision will be subject to an additional buffer of [*]%. The [*]% collateral buffer
will apply to the loss provision of all additional premium once the growth of that
additional premium reaches 10% or more. Such additional premium and collateral will be
collected on a quarterly basis.
    
    On a Quarterly basis a physical audit will be performed and compared to the
estimated premium. If there is a difference of 15+% or greater than projection then future
monthly physical audits will be required.
    
    Premium to be paid-in in accordance with installment schedule shown
below. The original calculation of the premium is subject to the following:
 
    
    Unmodified Standard Premium is within 20% of the original
estimated amount. If the variance is greater an entirely new analysis
will be performed.
    
    P&A and Excess Premium are subject to a 90% minimum based on
the original calculation of program costs or $[*]. No further reduction
in these costs will be made.
 
    
    (New Monthly Unmodified Manual Premium less Est. Monthly Premium) x.7689 =
A/P or R/P is subject to the following:
 
    
    The change in pay-in premium from the resulting unmodified manual premium
will be allocated 59.99% to loss provision and 16.90% to insurance company
expenses.
    
    The monthly adjustment is subject to a minimum loss provision of $6,375,000
( 85% of Anticipated Loss Provision)and minimum expenses as detailed
below. If cancelled prior to end of a full annual term either by GEVITY or AIG
 an interim adjustment will be conducted based on unmodified manual premium on
YTD basis (subject to expense minimum as outlined below).
 
 *
    
    THIS CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION. 4




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##### 




    
    The additional/return unmodified premium will be calculated in accordance
with the monthly underwriting information provided by GEVITY. The
additional/return premium will be applied to the following monthly installment.
    
    If the total amount of claims we shall have paid on your behalf exceeds the
loss provision funding collected for (3) consecutive billing periods within the
first twelve months, we may require you to pay us additional funds.
 Insurance Company Expense Annual Adjustment
  
    
    Florida Taxes  $[*]. ($[*] adjustable at [*]% of FL Audited
Undiscounted Standard Premium prior to Deductible Discount ( est. $[*]) plus $[*]
adjustable at [*]% of FL Audited Deductible Premium
(est. $[]).
    
    A/O State Taxes  $[*]. Adjustable off the Unmodified Manual Premium, excluding FL, at a rate of
[*]%. (est. $[*])
    
    NY State Assessment Charge of $[*] will be subject to audit based on the final Standard WC Premium.
    
    Claims Administration  $[*] pay-in
 
    
    LCF option selected multiplied by Ultimate Loss as calculated
annually using the LDFs contained within the Binder.
 
    
    Excess Premiums and Profit and Administration = $[*]
 Audited Unmodified Manual Premium times [*]%; subject to [*]% minimum.
 
    
    Surcharges and Assessments = $672,888
 THE ABOVE PREMIUMS INCLUDE THE FLORIDA LOSS REIMBURSEMENT PREMIUM. THE FINAL FLORIDA PREMIUM
WILL BE CALCULATED BASED UPON THE FILED FLORIDA LOSS REIMBURSEMENT FILING.
 Formula = Modified Standard Premium, less Loss Reimbursement Premium, less Premium Discount,
plus Tax Provision, plus Expense Constant, plus Terrorism Risk Insurance Act Premium) (as per
policy detail).
 Estimate at Inception:
 Modified Standard Premium  $[*]
 Loss
Reimbursement Premium  ($[*])
 Premium
Discount  ($[*])
 Tax Provision  $[*]
 Expense Constant  $[*]
 Terrorism Risk Insurance Act Premium  $[*]
 Total Estimated Premium  $[*]
 Surcharges and Assessments
   
 *
    
    THIS CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION. 5




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##### 



Other Annual Adjustment:
    Loss Provision Annual Adjustment
      
  Installments
      Collateral Requirement
 $90,000,000
 Ø
    
    $16,200,000 through a Deductible Liability Protection Policy
(Deductible Buyback) issued by a member company of American
International Group, Inc.Ø
    
    $73,800,000 through Hybrid RCAMP.
 
 *
    
    THIS CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. 6




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##### 



The Captive has two Investment Selection options at its disposal which are referenced below:
 Investment Selection Options
 1.
    
    One-Year rate
  
 *
    
    THIS CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION. 7




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##### 



2.
    
    Interest rate payable until all claims are closed
   Interest Rate Penalty Schedule
 Cancellation Date
    
    Interest Rate *Prior to January 1, 2007
    
    1-Month CMTJanuary 1, 2007  January 1, 2008
    
    6-Month CMTJanuary 1, 2008  January 1, 2009
    
    1-Year CMTJanuary 1, 2009  January 1, 2010
    
    (1-Year CMT + 2-Year CMT) / 2January 1, 2010  January 1, 2011
    
    2- Year CMTJanuary 1, 2011  January 1, 2012
    
    2- Year CMTJanuary 1, 2012  January 1, 2013
    
    (2-Year CMT + 3-Year CMT) / 2January 1, 2013  January 1, 2014
    
    (2-Year CMT + 3-Year CMT) / 2January 1, 2014  January 1, 2015
    
    3- Year CMTJanuary 1, 2015  January 1, 2016
    
    3- Year CMTJanuary 1, 2016 until All Claims Closed
    
    3- Year CMT + 30 basis points.
 
 *
    
    as each read, the day the first installment of the Reinsurance Premium is received For either Investment Selection Option referenced above, we will credit you additional
interest accrued monthly on the $73,800,000 in Reinsurance Premium on the daily cash balances of
the $16,200,000 referenced above, calculated at a rate dependent upon which option you select.
 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.
  
 *
    
    THIS CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. 8




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##### 



Underwriting Guidelines
      
    
    Policy Issuance and Weekly reporting Information
    
    4 years including current policy period currently valued hard copy loss information
    
    Historical Payroll Information
    
    Application
 Policy Issuance and Weekly Reporting Information Guidelines
                        Special Conditions
   
 *
    
    THIS CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. 9




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##### 



Claims Administration
    Loss Control Services
   Coverages
   Gevity HR, Inc. and its wholly-owned subsidiaries
       
 *
    
    THIS CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION. 10




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##### 



A.
    
    Workers Compensation
    
    StatutoryB.
    
    Employers Liability Limits:
    
    $2,000,000 per Occurrence/Accident$2,000,000 Policy Limit Disease$2,000,000 each Employee DiseaseC.
    
    Stop Gap Employers Liability appliesin Monopolistic States, Canada &Puerto Rico
    
    $2,000,000 per Occurrence/Accident$2,000,000 Policy Limit Disease$2,000,000 each Employee DiseaseD.
    
    Other States Coverage All States,excluding Ohio, West Virginia, NorthDakota, and Washington (for
WC 000000A form delete Part three, A.4).E.
    
    USL&H
    
    $2,000,000 per Occurrence/Accident
 Extensions of Coverage  in addition to all State required endorsements
 1)
    
    -Voluntary Compensation: Applies All States except Monopolistic StatesDesignated Law: State of Hire
 -
    
    Foreign Voluntary Compensation: (This coverage applies to U.S. citizens and
non-US citizen and residents of the U.S. injured outside the U.S.)
 Limit:
    
    (Annual Reinstatement)Any One Employee:
    
    $2,000,000Policy Limit:
    
    $2,000,000Designated Law:
    
    State of HireCovers B.I. from Endemic DiseaseIncludes Repatriation Expenses
    
    $25,000 each employee
 2)
    
    Alternate Employer Endorsement  blanket basis using the following wording: All employee
leasing clients of Gevity HR and as respects the State  any state listed in item 3.A. of
the information Page and Contract  All agreements between Gevity HR and their employee
leasing clients.3)
    
    Waiver of Subrogation -against third parties where clients required it (on approval basis).
It is understood and agreed that notwithstanding anything to the contrary contained in the
policy, the company waives the right of subrogation as respects the insureds right of
recovery against any person to which the insured has agreed to waive subrogation.4)
    
    United States Longshoremen and Harbor Workers Act -(WC 00 01 06 A)-re: work in all
jurisdictions subject to the act including monopolistic states5)
    
    Notice of Occurrence
 11




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##### 



6)
    
    Knowledge of Occurrence7)
    
    Maritime Coverage (Jones Act) is included in Employers Liability Limits8)
    
    Voluntary Compensation Maritime Coverage9)
    
    Outer Continental Shelf Lands Act Coverage10)
    
    Sole Proprietors, Partners, Officers and Other Coverages11)
    
    Cancellation and Non-renewal Notice  cancellation for non-payment 10 days and for
cancellation other than non-payment and non-renewal 120 days.12)
    
    Federal Employers Liability Act Coverage  $2,000,000 each occurrence/$2,000,000 aggregate13)
    
    Unintentional Non-Disclosure of Hazards14)
    
    Florida Employment and Wage information and Release Endorsement15)
    
    Designated Workplace Endorsements where required16)
    
    New York, Missouri and Massachusetts limit of Liability endorsements17)
    
    Ohio Employers Liability Coverage Endorsement18)
    
    All State required Employers Liability Coverage endorsements19)
    
    Amendatory Endorsement  Insurance applies to B.I. to corporate employees of the named
insured (not clients employees, i.e. work site employees leased to clients) participating in
any recreation activities sponsored by or with the permission of the Named Insured.20)
    
    Texas employee provider/client company endorsement (if needed)21)
    
    Texas exempt employees coverage endorsement22)
    
    Texas employee leasing client endorsement23)
    
    New Hampshire Sole Representative endorsement24)
    
    Rhode Island Direct Liability Statute & Safety Inspection endorsements.25)
    
    S. Dakota Direct Action Statute endorsement.26)
    
    New Mexico Safety Device Coverage endorsement.27)
    
    Massachusetts, Missouri and Oklahoma Construction Classified Adjustment endorsements.28)
    
    Oklahoma Fraud Warning endorsement.29)
    
    State Safety Workplace endorsements.30)
    
    S. Dakota Managed Care endorsement.31)
    
    Wisconsin  Guaranteed Cost policy subject to $2,000,000 retention.32)
    
    Maine inspection Immunity Endorsement33)
    
    Missouri Property and Casualty Guaranty Association Endorsement34)
    
    Terrorism Risk Insurance Act Endorsement (pending US government decision)35)
    
    Employee Leasing Client Endorsement (where approved)36)
    
    Labor Contractor Endorsement (where approved)37)
    
    Migrant and Seasonal Agricultural Workers Protection Act Coverage Endorsement WC 00 01 11
(where approved)
    12




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Acknowledged on behalf of AIG Risk Management, Inc.
    
    
    
    Acknowledged on behalf of Gevity HR, Inc.Signed by
    
    
    
    
    
    Signed byThomas Agnello
    
    
    
    Arthur SingletonRegional Manager, National Accounts
    
    
    
    Vice President, FinanceDated
    
    
    
    
    
    Dated:
 13