Exhibit 10.43


 


Binder For Casualty Insurance Program


 


for


 


Gevity HR Inc.


 


In consultation with your Representative


 


Marsh USA Inc.


 


by


 


AIG Global Risk Management


 


	
   

  	
   

  	
  

  
	
   

  	
   

  	
  WE KNOW
  RISK

  



 


	
  PREPARED BY:

  	
  MATT BILELLO &
  TOM BECCONSALL

  
	
  DATED:

  	
  12/23/2008

  
	
  EFFECTIVE DATE:

  	
  1/1/2009

  



 

















 


SECTION 1          -               THE
CONTACTS


 


AIG Risk Management is
committed to providing superior service on your Insurance Program. The People
listed below are the primary team representatives for your account.


 


	
  Contact Name:

  	
   

  	
  Christopher P. Davis,
  CPA, Vice President, Finance-Insurance
  Solutions

  
	
  Company Name:

  	
   

  	
  Gevity HR Inc.

  
	
  Street:

  	
   

  	
  9000 Town Center
  Parkway

  
	
  City:

  	
   

  	
  Bradenton

  
	
  State:

  	
   

  	
  FL

  
	
  Zip:

  	
   

  	
  34202

  
	
  Telephone #:

  	
   

  	
  941-741-4343

  
	
   

  	
   

  	
   

  
	
  Your Representative
  Contact Name:

  	
   

  	
  Michael C. Weiss

  
	
  Company Name:

  	
   

  	
  Marsh USA Inc.

  
	
  Street:

  	
   

  	
  1166 Avenue of the
  Americas

  
	
  City:

  	
   

  	
  New York

  
	
  State:

  	
   

  	
  NY

  
	
  Zip:

  	
   

  	
  10036

  
	
  Telephone #:

  	
   

  	
  212-345-3568

  
	
   

  	
   

  	
   

  
	
  Our Account
  Representative Contact Name:

  	
   

  	
  Tom Becconsall,
  Regional Manager

  
	
  Company Name:

  	
   

  	
  AIG Risk Management

  
	
  Street:

  	
   

  	
  Financial Square, 32
  Old Slip

  
	
  City:

  	
   

  	
  New York

  
	
  State:

  	
   

  	
  NY

  
	
  Zip:

  	
   

  	
  10005

  
	
  Telephone #:

  	
   

  	
  646-857-1195

  
	
   

  	
   

  	
   

  
	
  Other Important
  Contacts

  	
   

  	
   

  
	
  Name:

  	
   

  	
  [*]

  
	
  Title:

  	
   

  	
  Underwriter

  
	
  Telephone #

  	
   

  	
  [*]

  
	
  Name:

  	
   

  	
  [*]

  
	
  Title:

  	
   

  	
  PEO Underwriter

  
	
  Telephone #

  	
   

  	
  [*]

  
	
  Name:

  	
   

  	
  [*]

  
	
  Title:

  	
   

  	
  Account Manager

  
	
  Telephone #

  	
   

  	
  [*]

  
	
  Name:

  	
   

  	
  [*]

  
	
  Title:

  	
   

  	
  Fusion Account Services
  Executive

  
	
  Telephone #

  	
   

  	
  [*]

  
	
  Name:

  	
   

  	
  [*]

  
	
  Title:

  	
   

  	
  Risk Analyst

  
	
  Telephone #

  	
   

  	
  [*]

  



 






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


 


2

















 


SECTION 1          -               POLICY
NUMBERS, POLICY COMPANIES


 


	
  Policy Number

  	
   

  	
  States Covered

  	
   

  	
  Company Written In

  	
   

  	
  Type of Coverage

  
	
  WC Various

  	
   

  	
  Various

  	
   

  	
  VARIOUS

  	
   

  	
  Statutory Workers’
  Compensation and Employers’ Liability

  
	
  GL 1872057

  	
   

  	
  All States

  	
   

  	
  NATIONAL UNION FIRE
  INSURANCE COMPANY OF PITTSBURGH PA

  	
   

  	
  General Liability
  (Liability other than Automobile)

  
	
  CA 9725653

  	
   

  	
  FL

  	
   

  	
  ILLINOIS NATIONAL
  INSURANCE COMPANY

  	
   

  	
  Automobile Liability

  



 


ACKNOWLEDGED 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

  	
   

  	
   

  	
  Signed by

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Thomas Becconsall

  	
   

  	
   

  	
  Garry J. Welsh

  
	
  Regional
  Manager, AIGRM National Accounts

  	
   

  	
   

  	
  Chief Financial
  Officer, Gevity HR Inc.

  
	
   

  	
   

  	
   

  	
   

  
	
  Dated       12/23/2008

  	
   

  	
  Dated

  	
   

  



 






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


 


3

















 


SECTION -
1 -  INFORMATION ABOUT AIG NATIONAL
ACCOUNTS DIVISION


 


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 IntelliRiskã,
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.


 






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


 


4

















 


SECTION 2          -               PROGRAM
RATES AND PREMIUMS


 


Rates and Estimated Premiums for:


 


	
  Line of Business

  	
   

  	
  Rating Segment

  	
   

  	
  Coverage Plan

  Type

  	
   

  	
  Claims

  Administrator

  	
   

  	
  Retention/

  Deductible

  	
   

  	
  Estimated Losses

  	
   

  
	
  Workers’
  Compensation

  	
   

  	
  The Entire
  Contract

  	
   

  	
  Deductible

  	
   

  	
  AIGCS

  	
   

  	
  $

  	
  1,000,000

  	
   

  	
  [*]

  	
   

  
	
  Workers’
  Compensation

  	
   

  	
  The Entire
  Contract

  	
   

  	
  Full Coverage
  Retention - WI, WY

  	
   

  	
  AIGCS

  	
   

  	
  $

  	
  1,000,000

  	
   

  	
  [*]

  	
   

  
	
  Workers’
  Compensation

  	
   

  	
  FL, TX and OR
  Loss Re

  	
   

  	
  Deductible
  Non-LRRP

  	
   

  	
  AIGCS

  	
   

  	
  $

  	
  1,000,000

  	
   

  	
  [*]

  	
   

  
	
  General
  Liability

  	
   

  	
  The Entire
  Contract

  	
   

  	
  Deductible

  	
   

  	
  AIGCS

  	
   

  	
  $

  	
  500,000

  	
   

  	
  [*]

  	
   

  
	
  Automobile
  Liability

  	
   

  	
  The Entire
  Contract

  	
   

  	
  Deductible

  	
   

  	
  AIGCS

  	
   

  	
  $

  	
  500,000

  	
   

  	
  [*]

  	
   

  



 






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


 


5

















 


SECTION 2          -               PROGRAM
RATES AND PREMIUMS


 


Estimated
Subject Premium


 


	
  Line Items

  	
   

  	
  Rates

  	
   

  	
  Per

  	
   

  	
  Basis Types

  	
   

  	
  Estimated

  Basis

  	
   

  	
  Minimum

  Premium

  	
   

  	
  Estimated

  Premium

  	
   

  
	
  Forecast of Subject Losses in Final Premium

  	
   

  	
  N/A

  	
   

  	
  1

  	
   

  	
  Ultimate Losses

  	
   

  	
  [*]

  	
   

  	
  N/A

  	
   

  	
  [*]

  	
   

  
	
  Insurance Charge

  	
   

  	
  [*]

  	
   

  	
  1

  	
   

  	
  Unmodified Premium excl. FL, TX & OR

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  
	
  WC
  Profit & Administration

  	
   

  	
  [*]

  	
   

  	
  1

  	
   

  	
  Unmodified Premium excl. FL, TX & OR

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  
	
  WC Claims Service
  Fee

  	
   

  	
  N/A

  	
   

  	
  1

  	
   

  	
  Flat

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  
	
  WC Taxes,
  B&B and RMLs

  	
   

  	
  [*]

  	
   

  	
  1

  	
   

  	
  Unmodified
  Premium excl. FL, TX & OR

  	
   

  	
  [*]

  	
   

  	
  N/A

  	
   

  	
  [*]

  	
   

  
	
  NYS WC
  Assessment

  	
   

  	
  [*]

  	
   

  	
  1

  	
   

  	
  NY Audited
  Earned Premium

  	
   

  	
  [*]

  	
   

  	
  N/A

  	
   

  	
  [*]

  	
   

  
	
  AL
  Profit & Administration

  	
   

  	
  N/A

  	
   

  	
  1

  	
   

  	
  Flat

  	
   

  	
  $

  	
  0

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  
	
  AL Claim Service
  Fee

  	
   

  	
  N/A

  	
   

  	
  1

  	
   

  	
  Flat

  	
   

  	
  $

  	
  0

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  
	
  AL Taxes,
  B&Bs, RMLs

  	
   

  	
  N/A

  	
   

  	
  1

  	
   

  	
  Flat

  	
   

  	
  $

  	
  0

  	
   

  	
  N/A

  	
   

  	
  [*]

  	
   

  
	
  GL
  Profit & Administration

  	
   

  	
  N/A

  	
   

  	
  1

  	
   

  	
  Flat

  	
   

  	
  $

  	
  0

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  
	
  GL Claim Service
  Fee

  	
   

  	
  N/A

  	
   

  	
  1

  	
   

  	
  Flat

  	
   

  	
  $

  	
  0

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  
	
  GL Taxes,
  B&Bs, RMLs

  	
   

  	
  N/A

  	
   

  	
  1

  	
   

  	
  Flat

  	
   

  	
  $

  	
  0

  	
   

  	
  N/A

  	
   

  	
  [*]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Estimated
  Subject Premium

  	
   

  	
  [*]

  	
   

  



 


Estimated
Non-subject Premium


 


	
  Coverage Description

  	
   

  	
  Rates

  	
   

  	
  Per

  	
   

  	
  Basis Types

  	
   

  	
  Estimated

  Basis

  	
   

  	
  Minimum

  Premium

  	
   

  	
  Estimated

  Premium

  	
   

  
	
  AL Excess
  Premium

  	
   

  	
  N/A

  	
   

  	
  1

  	
   

  	
  Flat

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  
	
  GL Excess
  Premium

  	
   

  	
  N/A

  	
   

  	
  1

  	
   

  	
  Flat

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  
	
  WC Excess
  Premium

  	
   

  	
  [*]

  	
   

  	
  1

  	
   

  	
  Unmodified
  Premium excl. FL, TX & OR

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  
	
  Florida WC
  Standard Premium/ Loss Reimbursement Premium

  	
   

  	
  N/A

  	
   

  	
  1

  	
   

  	
  Audited Earned
  Premium*

  	
   

  	
  $

  	
  0

  	
   

  	
  N/A

  	
   

  	
  [*]

  	
   

  
	
  Texas WC
  Standard Premium/ Loss Reimbursement Premium

  	
   

  	
  N/A

  	
   

  	
  1

  	
   

  	
  Audited Earned
  Premium*

  	
   

  	
  $

  	
  0

  	
   

  	
  N/A

  	
   

  	
  [*]

  	
   

  
	
  Oregon WC
  Standard Premium/ Loss Reimbursement Premium

  	
   

  	
  N/A

  	
   

  	
  1

  	
   

  	
  Audited Earned
  Premium*

  	
   

  	
  $

  	
  0

  	
   

  	
  N/A

  	
   

  	
  [*]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Estimated
  Non-Subject Premium

  	
   

  	
  $

  	
  8,752,765

  	
   

  
																



 


Summary
of Expected Cost


 


	
  Estimated Premium
  (Subject and Non-subject):

  	
   

  	
  $

  	
  12,914,433

  	
   

  
	
  Expected
  Reimbursable Losses/ Deductible Loss/Self-Insured Losses and
  ALAE, if applicable:

  	
   

  	
  [*]

  	
   

  
	
  Credit Fee

  	
   

  	
  [*]

  	
   

  
	
  Estimated
  Surcharges:

  	
   

  	
  [*]

  	
   

  
	
  Estimated Cost:

  	
   

  	
  [*]

  	
   

  
	
  Total Pay-In
  Premium & Surcharges During the Policy Period:

  	
   

  	
  $

  	
  13,216,930

  	
   

  



 






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


 


6

















 


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


 


	
  State

  	
   

  	
  LOB

  	
   

  	
  Amount ($)

  	
   

  
	
  FL

  	
   

  	
  AL

  	
   

  	
  [*]

  	
   

  
	
  FL

  	
   

  	
  GL

  	
   

  	
  [*]

  	
   

  
	
  KY

  	
   

  	
  GL

  	
   

  	
  [*]

  	
   

  
	
  NJ

  	
   

  	
  GL

  	
   

  	
  [*]

  	
   

  
	
  CA

  	
   

  	
  WC

  	
   

  	
  [*]

  	
   

  
	
  CT

  	
   

  	
  WC

  	
   

  	
  [*]

  	
   

  
	
  DC

  	
   

  	
  WC

  	
   

  	
  [*]

  	
   

  
	
  GA

  	
   

  	
  WC

  	
   

  	
  [*]

  	
   

  
	
  IL

  	
   

  	
  WC

  	
   

  	
  [*]

  	
   

  
	
  IN

  	
   

  	
  WC

  	
   

  	
  [*]

  	
   

  
	
  KY

  	
   

  	
  WC

  	
   

  	
  [*]

  	
   

  
	
  MA

  	
   

  	
  WC

  	
   

  	
  [*]

  	
   

  
	
  ME

  	
   

  	
  WC

  	
   

  	
  [*]

  	
   

  
	
  MN

  	
   

  	
  WC

  	
   

  	
  [*]

  	
   

  
	
  MO

  	
   

  	
  WC

  	
   

  	
  [*]

  	
   

  
	
  MT

  	
   

  	
  WC

  	
   

  	
  [*]

  	
   

  
	
  NJ

  	
   

  	
  WC

  	
   

  	
  [*]

  	
   

  
	
  NY

  	
   

  	
  WC

  	
   

  	
  [*]

  	
   

  
	
  PA

  	
   

  	
  WC

  	
   

  	
  [*]

  	
   

  
	
  SD

  	
   

  	
  WC

  	
   

  	
  [*]

  	
   

  
	
  VT

  	
   

  	
  WC

  	
   

  	
  [*]

  	
   

  
	
  OR

  	
   

  	
  WC

  	
   

  	
  [*]

  	
   

  
	
   

  	
   

  	
  Total:

  	
   

  	
  [*]

  	
   

  



 


	
  Terrorism Charges Included in Premium By Line of Business:

  	
   

  	
  Estimated

  Charge

  	
   

  
	
  Workers’
  Compensation (TRIA)

  	
   

  	
  [*]

  	
   

  
	
  General
  Liability (TRIA)

  	
   

  	
  [*]

  	
   

  
	
  Automobile
  Liability (Terrorism)

  	
   

  	
  [*]

  	
   

  



 


If UM/UIM/PIP forms (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/A by power unit.


 


NOTES:


 


[*]


 


[*]


 


[*]


 


With
respect to a Credit Trigger Pro-Rata Cancellation, the following wording will
be added to Section 11 of the Large Risk Rating Plan Long Form Endorsement:


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


 






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


 


7

















 


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


 


Any
minimum premium values set forth under PART II. - SCHEDULE of POLICIES and
RATING VALUES, Section 9. - The Rating Values and Amounts, Item A and Item
B table, shall be subject to the forgoing referenced pro rata calculation. The
minimum premiums, subject to a pro rata calculation, remain enforce for
purposes of program adjustment.


 


The
Binder contemplates the following terms:


 


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


2.               Receipt of first
installment due prior to inception.


3.               Annual manual
premium growth of no more than [*] in the states of [*] individually and no
more than 20% in the aggregate.  If
calculated at monthly audit [*] or greater premiums are found for states other
than [*], we would retain the right to immediately increase and bill excess
premium and collateral by [*] times the relative exposure in the applicable
states above the trigger.


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


5.               Continued
compliance with data reporting requirements for the renewal, and on a weekly
basis, all client additions, terminations and endorsements using the electronic
reporting procedures as outlined in this Binder.


6.               Continued
compliance with AIG Premium Audit requirements outlined in this Binder.


7.               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.


8.               This
Binder is net of brokerage commission.


 


Claim Fees


 


x
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.


 






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


 


8
















 


IntelliRisk
Services Included


 


	
  Category

  	
   

  	
  Project

  	
   

  	
  Description / Comments

  
	
  Risk Management Information System

  	
   

  	
  IntelliRisk
  NetSource - Gevity

  	
   

  	
  8
  IntelliRisk NetSource Risk Management Package licenses.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  User
  Security

  	
   

  	
  Utilization
  of the IntelliRisk NetSource User Security feature, which allows Gevity to
  control claim access by location code and line of business.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Upgrades/New
  Releases of IntelliRisk NetSource

  	
   

  	
  Non
  client-specific upgrades/new releases of IntelliRisk NetSource.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  RMIS Support

  	
   

  	
  Help
  Center

  	
   

  	
  RMIS
  Help Center support is available 8am - 8pm ET Monday - Friday, during regular
  AIGCS business days.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Solution
  Development Team Support

  	
   

  	
  RMIS
  Solution Development Team support includes dedicated resources with the RMIS
  dept., quality assurance process for custom solutions, training,
  travel & expenses exclusive of supplemental custom reporting.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Data Transmission and Maintenance

  	
   

  	
  Gevity
  - Monthly Detail Dataset Creation and Transmission

  	
   

  	
  Monthly
  creation and transmission of claim data via FTP to Gevity. File includes 5
  additional data elements requested by Gevity.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  STARS
  - Monthly Transactional Dataset Creation and Transmission

  	
   

  	
  Monthly
  creation and transmission of claim data via FTP to STARS. File includes 50
  additional data elements requested by Gevity/Stars.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Data
  Maintenance

  	
   

  	
  Record
  Storage / Mainframe Processing

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  CDE
  Maintenance

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Custom Projects

  	
   

  	
  Client
  Location File

  	
   

  	
  Daily
  FTP intake of Client Location File from Gevity to AIGDC and First Health.
  Custom programming and maintenance of daily feed from Gevity includes file
  processing costs and generation of exception reports.

  



 


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 x entire Rating
Period.


 


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


 


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


 




	
  Deductible Level

  	
   

  	
  “Aggregate Stop

  Amount”

  	
   

  	
  Rate (per $1 of

  unmodified

  premium,[*].)

  	
   

  	
  “Aggregate Stop

  Limit”

  	
   

  
	
  $

  	
  1,000,000

  	
   

  	
  $

  	
  125,000,000

  	
   

  	
  [*]

  	
   

  	
  $

  	
  20,000,000

  	
   

  
											






 






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


 


9

















 


“Aggregate Stop Amount”
means the maximum amount of:


 


Benefits, damages and ALAE (per the ALAE option
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 and ALAE (per the ALAE option
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
Losses means 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


 


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


·                  [*]


·                  [*]


·                  [*]


 


·                  [*]


·                  [*]


·                  [*]


·                  [*]


·                  [*]


·                  [*]


·                  [*]


·                  [*]


·                  [*]


·                  [*]


·                  [*]


·                  [*]


·                  [*]


·                  [*]


·                  [*]


·                  [*]


·                  [*]


·                  [*]


·                  [*]


·                  [*]


·                  [*]


·                  [*]


·                  [*] Other PEOs and Other PEO’s client
employees


 


2) The following
clients must be referred to AIG for approval:


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


 






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


 


10

















 


·                  [*]


·                  [*]


·                  [*]


·                  [*]


·                  [*]


·                  [*]


·                  [*]


·                  [*]


 


3) Referral Items:


·              4 years including
current policy period currently valued hard copy loss information


·              Historical Payroll
Information


·              Application (PEO
Underwriting Submission Worksheet and Underwriting Survey)


·              Employee
concentration information by location


·              Experience
Modification Factor


·              Other necessary
information as needed by AIG or Gevity


 


Electronic
Reporting Procedures from PEO to AIG


 


PEO must comply with our
electronic data procedures:


 


·                  Client
changes including, but not limited to, new clients/ client locations added and
client /client locations deleted, must be submitted weekly, (by FTP), on the
Standard Policy Issuance Template populating all mandatory fields of
information.


 


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


 


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


 


·                  If
the new client/ client location is in an MCP state and a policy number has not
already been assigned in the state for that client, a new policy number must be
assigned by the Specialty Underwriting Unit Underwriter.  These client/ client locations should be
reported using Transaction Type “A”.


 


·                  The
assigned policy number must be populated for all endorsement requests and all
deletions on MCP Policies.  Transaction
Type “E” should be used for policy changes and “D” for deletions.


 


·                  All
new policy numbers, all client start dates and all client term dates must be
migrated by the PEO, to the next Premium Audit spreadsheet.  The PAD is due to us by the 15th of
each month.  The PAD should be a
cumulative and running list of all your client activity for the entire contract
year.


 


·                  Prior
to renewal of any contract, the PEO Standard Template must be completely
resubmitted.


 


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


 






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


 


11

















 


AIG Premium Audit


 


Requirements for
Servicing PEO Business:


 


The
following are requirements of the Premium Audit Department when dealing with a
Professional Employment Organization (PEO).


 


·                  Monthly
reports are received by the 15th of the month in the required Excel
format.  First report is due
approximately six weeks after policy inception and monthly thereafter.


 


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


 


·                  Premium
Audit will provide periodic reports to the PEO regarding the audit reviews. It
is expected that the PEO will respond with the necessary changes in
classifications, allocations etc. within 30 days of receipt.


 


·                  Premium
Audit will review 100% of the new clients written over the course of the
policy.  Again, any changes/questions
will be responded to within 30 days.


 


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


 


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


 


·                  Premium
Audit will be available as a resource to help classify the client’s payroll
correctly.


 


·                  Premium
Audit will initiate the review to conduct the Final Audit within 60 days of
expiration.


 


·                  Premium
Audit will monitor the PEO’s payrolls monthly throughout the policy year and
discuss any concerns with the PEO.


 


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 


 






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


 


12

















 


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 eight 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.


 


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.


 






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


 


13

















 


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


 


2 Year
Rate Commitment for Gevity HR Inc. - US program only


 


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


 


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


 


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


 


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


 


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


 


and


 


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


 


and


 


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


 


and


 


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


 


and


 


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


 






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


 


14

















 


A)          There
is one (1) or more General Liability or
Automobile Liability claims that exceeds $250,000
on an incurred basis;


 


B)            A
single General Liability or Automobile
Liability claim has an incurred loss plus ALAE increase of $250,000;


 


Caveat # 5 applies to the
entire rating period beginning January 1,
2003 — January 1, 2010,  and
not to any annual policy period. It also applies to both existing losses
and any new losses that may arise.


 


and


 


6.             There
is no change in state statutes or court decisions negatively affecting the
statutory protection for PEO’s or Employee Leasing firms in a co-employment
relationship.


 


and


 


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


 


and


 


8.             A
certified act of terrorism will make this rate commitment null and void. The
Terrorism Risk Insurance Act (TRIA) of 2002 its amendment, the Terrorism Risk
Insurance Extension Act of 2005, and the extension of TRIA under the Terrorism
Risk Insurance Program Reauthorization Extension Act of 2007 (the “TRIPRA”)
(collectively referred to as the “Act”), which has been defined 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 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.


 


This rate commitment also excludes any premium
associated with states that have not approved our Large Risk Rating Plan, where
rates will be determined based on the approved rating plans.


 






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


 


15

















 


Security
Plan


 


	
  Collateral

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Collateral on Hand (by Type)

  	
   

  	
  Amount of Collateral

  	
   

  	
   

  	
   

  
	
  Hybrid RCAMP
  Cash

  	
   

  	
  [*]

  	
   

  	
   

  	
   

  
	
  Hybrid RCAMP
  Non-Depleting Cash Trust

  	
   

  	
  [*]

  	
   

  	
   

  	
   

  
	
  Hybrid and
  Deductible Trust Funds

  	
   

  	
  [*]

  	
   

  	
   

  	
   

  
	
  Escrow (held
  separately from cash collateral accts)

  	
   

  	
  [*]

  	
   

  	
   

  	
   

  
	
  Estimated Gross
  Amounts of Collateral on Hand

  	
   

  	
  $

  	
  142,822,920

  	
   

  	
  As of 10/1/2008

  	
   

  
							



 


	
  Additional Collateral Required (by Type)

  	
   

  	
  Amount of Collateral

  	
   

  	
  Due Date

  	
   

  
	
  Collateral
  included in Subject Workers’ Compensation Premium for WI, WY full coverage
  retention losses, paid by captive via RCAMP:

  	
   

  	
  [*]

  	
   

  	
  12
  Installments due on the 1st of each month starting with 1/1/2009

  	
   

  
	
  RCAMP (paid by
  captive)

  	
   

  	
  [*]

  	
   

  	
  12
  Installments due on the 1st of each month starting with 1/1/2009.

  	
   

  
	
  Total Additional
  Collateral Required

  	
   

  	
  [*]

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Estimated Gross
  Amount of Collateral Required

  	
   

  	
  $

  	
  182,022,920

  	
   

  	
   

  	
   

  
							



 


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 2009 program the
following apply:


 


GRID of Loss Development
Factors


 


	
   

  	
   

  	
  DEDUCTIBLE LEVEL

  	
   

  
	
  Valuation Date

  	
   

  	
  $1,000,000

  	
   

  
	
  6/30/10

  	
   

  	
  [*]

  	
   

  
	
  6/30/11

  	
   

  	
  [*]

  	
   

  
	
  6/30/12

  	
   

  	
  [*]

  	
   

  
	
  6/30/13

  	
   

  	
  [*]

  	
   

  
	
  6/30/14

  	
   

  	
  [*]

  	
   

  
	
  6/30/15

  	
   

  	
  [*]

  	
   

  
	
  6/30/16

  	
   

  	
  [*]

  	
   

  
	
  6/30/17

  	
   

  	
  [*]

  	
   

  
	
  6/30/18

  	
   

  	
  [*]

  	
   

  



 






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


 


16

















 


At 1/1/19, 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 of
Your acquisition or disposition of a
subsidiary, division or operation with assets at least equal to [*] of your assets on the effective date hereof, or the
organization that provides claims service under the Policies is
changed, or Your retention/deductible/loss
reimbursement limit under 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 of Loss and ALAE that we
will pay because of accidents, occurrences, or offenses covered by the Policies.


 


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 1/1/2009 - 1/1/2010 period will be reviewed on a quarterly basis
during the policy period.  If the
unmodified premium reported to the PEO unit is more than [*] 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 fomula.


 


Annual countrywide
unmodified manual premium x [*]= Total Collateral Requirement


 


The expenses will be
adjusted based on the factors in section 4 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
2009-2010 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 and Full Coverage Retention Policies.  Your captive, in turn, will issue You a
Contractual Liability Policy providing coverage for the same liabilities
referenced in the policies we issue to you for the per occurrence amount equal
to the deductible.


 


Under the Hybrid RCAMP
collateral option, You assign your rights under the captive issued Contractual
Liability Policy to Us.  Furthermore, We
will reinsure Your captive for liabilities it assumes under the Contractual
Liability 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
Contractual Liability 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 quote rates for both options on
1/5/2009.  The captive will have until
1/7/2009 to choose its 


 






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


 


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


 


Investment
Selection Options


 


1.               One-Year rate


 


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, 2010, 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.


 


2.               Interest rate
payable until all claims are closed:


 


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 schedule
based upon a rate of 3.19%.  Penalty
schedule will be provided when the rate is set.


 


	
  Cancellation Date

  	
   

  	
  Interest rate

  	
   

  	
  Cancellation Date

  	
   

  	
  Interest rate

  	
   

  
	
  Prior to
  12/31/2009

  	
   

  	
  1.68

  	
  %

  	
  1/1/2015 to 12/31/2015

  	
   

  	
  2.48

  	
  %

  
	
  1/1/2010 to
  12/31/2010

  	
   

  	
  1.78

  	
  %

  	
  1/1/2016 to 12/31/2016

  	
   

  	
  2.63

  	
  %

  
	
  1/1/2011 to
  12/31/2011

  	
   

  	
  1.88

  	
  %

  	
  1/1/2017 to 12/31/2017

  	
   

  	
  2.78

  	
  %

  
	
  1/1/2012 to
  12/31/2012

  	
   

  	
  2.03

  	
  %

  	
  1/1/2018 to 12/31/2018

  	
   

  	
  2.93

  	
  %

  
	
  1/1/2013 to
  12/31/2013

  	
   

  	
  2.18

  	
  %

  	
  1/1/2019 to 12/31/2019

  	
   

  	
  3.13

  	
  %

  
	
  1/1/2014 to
  12/31/2014

  	
   

  	
  2.33

  	
  %

  	
  1/1/2020 to All Claims Closed

  	
   

  	
  3.19

  	
  %

  



 


Under either 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.


 






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


 


18
















 


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 the Schedule. If
any letter of credit is canceled, no later than 30 days before that letter of
credit expires, You must deliver to us a
substitute letter of credit that complies with the requirements set forth above.
Upon Your written request, we will not
unreasonably withhold our consent to a reasonable extension of the time within
which You must 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.  Your duty to
deliver such a letter of credit will continue until You
have satisfied all Your
obligations under this Agreement and the Policies. If You fail to provide us with a qualifying substitute 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 01/01/2010. 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
01/01/2010, 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 01/01/2010. 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 01/01/2010, 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.


 


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 from You in the
event of the following:


 


a.)    Credit
Trigger:


 






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


 


19

















 


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


 


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


 


We may require and You must 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 of Your Payment Obligation (including any similar obligation
incurred before the inception of the Payment Agreement and including any
portion of Your Payment Obligation that has been
deferred and is not yet due) and the total amount of Your
collateral that we hold.


 


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


 


Ratings
at Effective Date


 


	
  S&P

  	
   

  	
  Moody’s

  	
   

  	
  Unsecured Exposure at Effective Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  $

  	
   

  	
   

  
							



 


Potential Future Ratings


 


	
  S&P

  	
   

  	
  Moody’s

  	
   

  	
  Maximum Unsecured Exposure

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  $

  	
   

  	
   

  
							



 


b.   Other Financial Tests or Covenants: N/A


 






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


 


20

















 


SECTION 3          -               LIMITS,
PROGRAM & COVERAGE


 


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 Proposal 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 Proposal/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


 


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


 


While you bear
responsibility for additional obligations as set forth under Florida law and
the terms of the Application, it is hereby required that you provide us with
copies of the Reports at the end of each quarter.


 


Nothing herein is
intended to modify, eliminate or amend any requirement you have to Provide us
with information as detailed by the terms of the Application.


 


AIG
acknowledges that the Florida Acord 130 has been received and that we do not
expect a new form for the 2009 renewal.


 


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


 






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


 


21

















 


Workers’
Compensation


 


	
  Policy Term:

  	
   

  	
  Effective at 12:01 AM

  	
   

  	
  1/1/2009

  	
   

  	
  to

  	
   

  	
  1/1/2010

  



 


	
  Workers’ Compensation Coverage

  	
   

  	
  Statutory

  	
   

  
	
  Employers
  Liability:

  	
   

  	
   

  	
   

  
	
  Bodily Injury by
  Accident - Each Accident

  	
   

  	
  $

  	
  2,000,000

  	
   

  
	
  Each Employee
  Bodily Injury by Disease

  	
   

  	
  $

  	
  2,000,000

  	
   

  
	
  Policy Limit
  Bodily Injury by Disease

  	
   

  	
  $

  	
  2,000,000

  	
   

  
	
  States Covered:
  AK, AL, AR, AZ, CA, CO, CT, DC, DE, FL, GA, HI, IA, ID, IL, IN, KS, KY, LA,
  MD, ME, MA, MI, MN, MO, MS, MT, NE, NH, NJ, NM, NV, NY, NC, OK, OR, PA, RI,
  SC, SD, TN, TX, UT, VA, VT, WI (WY is covered where approved by statute)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Stop Gap
  Liability:

  	
   

  	
   

  	
   

  
	
  Bodily Injury by
  Accident - Each Accident

  	
   

  	
  $

  	
  2,000,000

  	
   

  
	
  Each Employee
  Bodily Injury by Disease

  	
   

  	
  $

  	
  2,000,000

  	
   

  
	
  Policy Limit
  Bodily Injury by Disease

  	
   

  	
  $

  	
  2,000,000

  	
   

  
	
  States Covered:
  OH, ND, WA, WV, WY

  	
   

  	
   

  	
   

  



 


	
   

  	
   

  	
  Deductible /Loss

  Reimbursement Amount

  	
   

  	
  Applicable To:

  	
   

  
	
  Workers’
  Compensation and Employers Liability under State Law - Insured States

  	
   

  	
  $

  	
  1,000,000

  	
   

  	
  Each Accident or each Person for Disease

  	
   

  
	
  Workers’
  Compensation and Employers Liability under Federal Law - Insured States

  	
   

  	
  $

  	
  1,000,000

  	
   

  	
  Each Accident or each Person for Disease

  	
   

  
	
  Workers’ Compensation
  and Employers Liability -Self Insured States

  	
   

  	
  $

  	
  N/A

  	
   

  	
  Each Accident or each Person for Disease

  	
   

  
	
  Employers
  Liability - Monopolistic States

  	
   

  	
  $

  	
  1,000,000

  	
   

  	
  Each Accident or each Person for Disease

  	
   

  



 


Note:
1)For Insured States, the limit of coverage as shown in this document include(s) the
Retention/Loss Reimbursement 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


 


	
  Form #

  	
   

  	
  Edition Date

  	
   

  	
  Name

  
	
  WC 00 00 00 A

  	
   

  	
   

  	
   

  	
  Workers Compensation Insurance Policy

  
	
  Various

  	
   

  	
   

  	
   

  	
  All Mandatory State Endorsements

  
	
  WCOFAC

  	
   

  	
  07/05

  	
   

  	
  OFAC Policy Holder Notice

  
	
  WC 000104

  	
   

  	
  04/84

  	
   

  	
  FEDERAL EMPLOYERS LIABILITY ACT COVERAGE

  ·      This
  endorsement continues to be used in New Jersey and Texas.

  



 


22

















 


	
   

  	
   

  	
   

  	
   

  	
  The
  remaining states approved the newer version WC 000104A (10-04).

  
	
  WC 000104A

  	
   

  	
  10/04

  	
   

  	
  FEDERAL EMPLOYERS LIABILITY ACT
  COVERAGE

  This endorsement is
  approved in Alabama, Alaska, Arizona, Arkansas, California, Colorado,
  Connecticut, Delaware, DC, Florida, Georgia, Hawaii, Idaho, Illinois,
  Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland, Massachusetts,
  Michigan (exempt from filing), Minnesota, Mississippi, Missouri, Montana,
  Nebraska, Nevada, New Hampshire, New Mexico, New York, North Carolina,
  Oklahoma, Oregon, Pennsylvania, Rhode Island, South Carolina, South Dakota,
  Tennessee, Utah, Vermont, Virginia, Washington, West Virginia, Wisconsin, and
  Wyoming.

  

  New Jersey and Texas will continue to use the prior version WC 000104 (4-84)
  until the AIG adoption filing is approved.

  
	
  WC 000106A

  	
   

  	
  04/92

  	
   

  	
  LONGSHORE AND HARBOR WORKERS COMPENSATION ACT COVERAGE
  ENDORSEMENT

  As permitted by
  state jurisdiction.

  California approved a state-specific version. Not
  available in the monopolistic states other than WA.

  
	
  WC 000109A

  	
   

  	
  04/92

  	
   

  	
  OUTER CONTINENTAL SHELF LANDS ACT COVERAGE ENDORSEMENT

  “No such work at
  this time. It is agreed that if any work is subject to the Outer Continental
  Shelf Lands Act, the Insurer will endorse the policy within sixty (60) days
  of the notification.”

  
	
  WC 000111

  	
   

  	
  07/92

  	
   

  	
  MIGRANT AND SEASONAL AGRICULTURAL WORKERS
  PROTECTION ACT COVERAGE ENDORSEMENT “No such work at this
  time. It is agreed that if any work is subject to the MIGRANT AND SEASONAL
  AGRICULTURAL WORKERS PROTECTION ACT the Insurer will endorse the policy
  within sixty (60) days of the notification.”

  
	
  WC 000201A

  	
   

  	
  04/92

  	
   

  	
  MARITIME COVERAGE

  Description of work: “No such
  work at this time. It is agreed that if any work is subject to the Maritime
  Coverage Endorsement, the Insurer will endorse the policy within sixty (60)
  days of the notification”.

  
	
  WC 000203

  	
   

  	
  04/84

  	
   

  	
  VOLUNTARY
  COMPENSATION MARITIME COVERAGE ENDORSEMENT

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

  Workers Compensation Law: “State of Hire”

  DESCRIPTION OF WORK: “No such work at this time. It
  is agreed that if any work is subject to the Maritime Coverage Endorsement,
  the Insurer will endorse the policy within sixty (60) days of the
  notification.”

  
	
  WC 000301

  	
   

  	
  04/84

  	
   

  	
  ALTERNATE EMPLOYER ENDORSEMENT (STATE APPROVED - HI, OK,
  AND TX)

  Requires
  specific name of Alternate Employer.

  
	
  WC 000301A

  	
   

  	
  02/89

  	
   

  	
  ALTERNATE EMPLOYER ENDORSEMENT (ALL OTHER STATES
  WHERE WE ARE USING A MASTER POLICY, EXCEPT AK AND CA)

  



 


23

















 


	
   

  	
   

  	
   

  	
   

  	
  ·      Requires
  specifics name of Alternate Employer

  ·      This
  endorsement is not approved in Alaska.

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

  ·      The
  remaining states approved this endorsement.

  
	
  WC 000302

  	
   

  	
  04/84

  	
   

  	
  DESIGNATED WORKPLACES EXCLUSION ENDORSEMENT

  ·      California
  disapproved this endorsement, but uses Endorsement Agreement
  Limiting & Restricting This Insurance Form# 7606H for this purpose.

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

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

  ·      The
  remaining states approved this endorsement.

  
	
  WC 000310

  	
   

  	
  04/84

  	
   

  	
  SOLE PROPRIETOR, PARTNER,
  OFFICER AND OTHERS

  ·      California
  and Texas approved a state-specific version.

  This endorsement is not approved in Pennsylvania

  Partners:  All
  partners

  Officers:  All
  executive officers

  Others:    Each
  person named in Item 4 of the Information Page

  
	
  WC 000311

  	
   

  	
  04/84

  	
   

  	
  VOLUNTARY COMPENSATION AND EMPLOYERS LIABILITY

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

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

  Compensation Law:
  State of Hire

  
	
  WC 000311A

  	
   

  	
  08/91

  	
   

  	
  VOLUNTARY COMPENSATION AND
  EMPLOYERS LIABILITY

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

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

  Compensation
  Law: State of Hire

  
	
  WC 000313

  	
   

  	
  04/84

  	
   

  	
  WAIVER OF OUR RIGHT TO RECOVER
  FROM OTHERS

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

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

  Schedule:

  “Any person or
  organization to whom you become obligated to waive your rights of recovery
  against, under any contract or agreement you enter into prior to the
  occurrence of loss.”

  
	
  WC 60904

  	
   

  	
  08/94

  	
   

  	
  FOREIGN VOLUNTARY COVERAGE ENDORSEMENT

  ·      Minnesota,
  New Jersey, North Carolina and Pennsylvania do not permit usage of this
  endorsement. Foreign coverage is dictated by state law.

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

  



 


24

















 


	
   

  	
   

  	
   

  	
   

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

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

   

  Schedule:

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

   

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

  Designated Workers Compensation Law:
  State of hire

  Limits of Liability for Excess Repatriation
  Expense:

   $25,000 - Each employee

   $25,000 - Each accident

  Limits of Liability for Part Two-Employers
  Liability:

   $2,000,000 - Bodily Injury by Accident

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

  
	
  WC 990008A

  	
   

  	
  10/03

  	
   

  	
  AMENDMENT OF YOUR DUTIES IF INJURY OCCURS
  ENDORSEMENT

  ·      This
  endorsement is approved in Alabama, Arizona, Connecticut, Delaware, DC,
  Hawaii, Illinois, Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland,
  Michigan, Mississippi, New Hampshire, New Mexico, Pennsylvania, Rhode Island,
  South Dakota, Utah, Vermont and Virginia.

  
	
  WC 990011A

  	
   

  	
  10/03

  	
   

  	
  UNINTENTIONAL ERRORS AND
  OMISSIONS ENDORSEMENT

  ·      California continues to
  use the prior version WC 990011.

  This endorsement is approved in Alabama, Arizona, Connecticut, Delaware, DC,
  Hawaii, Illinois, Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland,
  Michigan, Mississippi, New Hampshire, New Mexico, Pennsylvania, Rhode Island,
  South Dakota, Utah, Vermont and Virginia.

  
	
  WC000113

  	
   

  	
  01/06

  	
   

  	
  TERRORISM RISK INSURANCE EXTENSION ACT
  ENDORSEMENT

  This endorsement is used in MI only.

  
	
  WC000422A

  	
   

  	
  09/08

  	
   

  	
  TERRORISM RISK INSURANCE
  PROGRAM REAUTHORIZATION ACT DISCLOSURE ENDORSEMENT

  
	
  WC000320A

  	
   

  	
  02/92

  	
   

  	
  LABOR
  CONTRACTOR ENDORSEMENT

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

   

  New York uses a state specific endorsement.

  



 


25

















 


	
   

  	
   

  	
   

  	
   

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

  
	
  WC000323

  And

  WC000323A 01/06

  	
   

  	
  04/84

  	
   

  	
  MULTIPLE
  COORDINATED POLICY ENDORSEMENT

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

  WC000323 is used in LA & WC 000323A is used in VT

  
	
  WC000303C

  	
   

  	
  10/04

  	
   

  	
  EMPLOYERS
  LIABILITY COVERAGE ENDORSEMENT

  (Separate policy will be
  issued)

   

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

   

  This endorsement is not
  available in New Jersey and Texas.

   

  Ohio uses
  state-specific endorsement WC 34 03 01 B (4-92).

   

  This endorsement is approved in Alabama, Alaska, Arizona, Arkansas,
  California, Colorado, Connecticut, Delaware, DC, Florida, Georgia, Hawaii,
  Idaho, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland,
  Massachusetts, Michigan (exempt from filing), Minnesota, Mississippi,
  Missouri, Montana, Nebraska, Nevada, New Hampshire, New Mexico, New York,
  North Carolina, North Dakota, Oklahoma, Oregon, Pennsylvania, Rhode Island,
  South Carolina, South Dakota, Tennessee, Utah, Vermont, Virginia, Washington,
  West Virginia, Wisconsin and Wyoming.

  
	
  WC340301B

  	
   

  	
  04/92

  	
   

  	
  OHIO
  EMPLOYERS LIABILITY COVERAGE ENDORSEMENT -

  (Separate policy will be
  issued)

  This endorsement is
  used to provide stop gap coverage (employers’ liability). It is intended for
  the monopolistic state of Ohio. It can not be attached to a policy that has a
  deductible provision.

  
	
  WC 53820

  	
   

  	
  07/92

  	
   

  	
  LARGE RISK RATING PLAN ENDORSEMENT (SHORT FORM) (N/A for
  FL, TX or OR policies) Long Form LRRP attached to Policy # GL 187-20-57.

  
	
  WC 990002A

  	
   

  	
  01/02

  	
   

  	
  LOSS REIMBURSEMENT ENDORSEMENT

  
	
  WC 990905A

  	
   

  	
  10/02

  	
   

  	
  FLORIDA LOSS REIMBURSEMENT ENDORSEMENT

  



 


CA
Coverage Forms, Extensions and Exclusions


 


	
  Form #

  	
   

  	
  Edition Date

  	
   

  	
  Name

  
	
  California

  	
   

  	
  Non-NCCI

  	
   

  	
   

  
	
  Various

  	
   

  	
   

  	
   

  	
  All
  Mandatory State Endorsements

  
	
  WC 000104A

  	
   

  	
  10/04

  	
   

  	
  FEDERAL EMPLOYERS LIABILITY ACT COVERAGE

  
	
  WC 040101A

  	
   

  	
  04/92

  	
   

  	
  LONGSHORE AND HARBOR WORKERS
  COMPENSATION ACT COVERAGE ENDORSEMENT

  
	
  WC 000109A

  	
   

  	
  04/92

  	
   

  	
  OUTER CONTINENTAL SHELF LANDS
  ACT COVERAGE ENDORSEMENT

  Description of work

  “No such work at this
  time. It is agreed that if any work is subject to the Outer Continental Shelf
  Lands Act, the Insurer will endorse the policy within sixty (60) days of the
  notification.”

  
	
  WC 000201A

  	
   

  	
  04/92

  	
   

  	
  MARITIME COVERAGE ENDORSEMENT

  Description of work:

  



 


26

















 


	
   

  	
   

  	
   

  	
   

  	
  “No such work at this
  time. It is agreed that if any work is subject to the Maritime Coverage
  Endorsement, the Insurer will endorse the policy within sixty (60) days of
  the notification”.

  
	
  WC 000203

  	
   

  	
  04/84

  	
   

  	
  VOLUNTARY
  COMPENSATION MARITIME COVERAGE ENDORSEMENT

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

  Workers Compensation Law: CA

  DESCRIPTION OF WORK: “No such
  work at this time. It is agreed that if any work is subject to the Maritime
  Coverage Endorsement, the Insurer will endorse the policy within sixty (60)
  days of the notification.”

  
	
  WC 040315

  	
   

  	
  09/05

  	
   

  	
  CA LABOR CONTRACTOR AS NAMED INSURED WITH LCF
  DESIGNATION - RESTRICTION OF COVERAGE TO CLIENT WORKERS

  
	
  7606H

  	
   

  	
   

  	
   

  	
  DESIGNATED WORKPLACES EXCLUSION
  ENDORSEMENT

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

  ·      This endorsement will be
  issued and attached when specifically requested. There is no one CA policy.

  
	
  WC 040304

  	
   

  	
  01/85

  	
   

  	
  CA SOLE PROPRIETOR COVERAGE
  ENDORSEMENT

  Partners:
  All partners 

  Officers:
  All executive officers 

  Others:
  Each person named in Item 4 of the Information Page

  
	
  WC 040305

  	
   

  	
  01/85

  	
   

  	
  CA VOLUNTARY COMPENSATION AND
  EMPLOYERS LIABILITY

  Employees:
  “It is agreed that if any such person is subject to the Voluntary
  Compensation and Employers Liability Coverage Endorsement, the Insurer will
  endorse the policy within sixty (60) days of notification”.

  
	
  WC 990422

  	
   

  	
  10/05

  	
   

  	
  FOREIGN VOLUNTARY COVERAGE
  ENDORSEMENT

  Schedule

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

   

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

   

  Designated
  Workers Compensation Law: “California”

   

  Limits
  of Liability for Excess Repatriation Expense:

  $25,000 - Each employee

  $25,000 - Each accident

  Limits
  of Liability for Part Two-Employers Liability:

  $2,000,000 - Bodily
  Injury by Accident

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

  



 


27

















 


	
   

  	
   

  	
   

  	
   

  	
  Rates:
  “Included in the State of regular employment”.

  
	
  WC 040361

  	
   

  	
  11/90

  	
   

  	
  CA BLANKET WAIVER OF OUR RIGHT
  TO RECOVER FROM OTHERS

  Schedule:

  “Any person or
  organization to whom you become obligated to waive your rights of recovery
  against, under any contract or agreement you enter into prior to the
  occurrence of loss.”

  
	
  WC 990011

  	
   

  	
  10/03

  	
   

  	
  UNINTENTIONAL ERRORS AND
  OMISSIONS ENDORSEMENT

  
	
  WC 990017

  	
   

  	
  01/01

  	
   

  	
  CA CANCELLATION ENDORSEMENT

  
	
  WC 990421A

  	
   

  	
  01/02

  	
   

  	
  CA LOSS REIMBURSEMENT ENDORSEMENT

  



 


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.


 


28
















 


Commercial
General Liability


 


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


 


Your Coverage Trigger x  Occurrence


 


	
  Each Occurrence
  Combined Single Limit

  	
   

  	
  $

  	
  2,000,000

  	
   

  
	
  Personal &
  Advertising Injury Limit

  	
   

  	
  $

  	
  2,000,000

  	
   

  
	
  Damage to
  Premises Rented to You

  	
   

  	
  $

  	
  2,000,000

  	
   

  
	
  Medical Expense
  Limit (any one person)

  	
   

  	
  $

  	
  10,000

  	
   

  
	
  Employee
  Benefits Liability*

  	
   

  	
  $

  	
  2,000,000

  	
   

  
	
  Subject to a
  Deductible of: $500,000

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  x
  *A Claims Made Form – Retrospective Date 06/15/1995

  	
   

  	
   

  	
   

  
	
  General
  Aggregate Limit – Per Policy

  	
   

  	
  $

  	
  4,000,000

  	
   

  
	
  Products-Completed
  Operations Aggregate Limit

  	
   

  	
  $

  	
  4,000,000

  	
   

  



 


	
   

  	
   

  	
  Deductible

  	
   

  	
  Applicable

  To

  	
   

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

  	
   

  	
  $

  	
  500,000

  	
   

  	
  Each Occurrence

  	
   

  
	
  Products-Completed
  Operations Liability

  	
   

  	
  $

  	
  500,000

  	
   

  	
  Each Occurrence

  	
   

  



 


Note:
1)For Insured States, the limit of coverage as shown in this document include(s) 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


 


	
  Form #

  	
   

  	
  Edition Date

  	
   

  	
  Name

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CG 00 01

  	
   

  	
  12/07

  	
   

  	
  Commercial General Liability Coverage
  Form (Occ.)

  
	
  IL 00 17

  	
   

  	
   

  	
   

  	
  Common Policy Conditions

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Various

  	
   

  	
   

  	
   

  	
  All Mandatory State Endorsements

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CG 2011

  	
   

  	
  01/96

  	
   

  	
  ADDITIONAL INSURED – MANAGERS OR LESSORS OF
  PREMISES

  ·    NAME OF PERSON OR
  ORGANIZATION: ALL

  LESSORS WHERE REQUIRED BY CONTRACT

  
	
  CG 2015

  	
   

  	
  07/04

  	
   

  	
  ADDITIONAL INSURED – VENDOR

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

  ·    PRODUCTS: ALL PRODUCTS OF
  THE NAMED INSURED

  
	
  CG 0224

  	
   

  	
  10/93

  	
   

  	
  EARLIER NOTICE
  OF CANCELLATION PROVIDED BY US (90/10 DAYS)

  
	
  62134

  	
   

  	
  03/95

  	
   

  	
  WHEN WE DO NOT
  RENEW (90 DAYS ADVANCE NOTICE)

  
	
  CG 24 04

  	
   

  	
  10/93

  	
   

  	
  WAIVER OF
  TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US

  
	
  61712

  	
   

  	
  12/06

  	
   

  	
  ADDITIONAL INSURED – WHERE REQUIRED UNDER
  CONTRACT OR AGREEMENT

  



 


29

















 


	
  51767

  	
   

  	
  04/02

  	
   

  	
  EMPLOYEE
  BENEFITS LIABILITY COVERAGE (CLAIMS-MADE)

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

   

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

   

  The endorsement is approved in
  the remaining states. 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  SCHEDULE:

  
	
   

  	
   

  	
   

  	
   

  	
  Each Wrongful Act or Series of
  Related

  
	
   

  	
   

  	
   

  	
   

  	
  Wrongful
  Acts:

  	
  $2,000,000

  
	
   

  	
   

  	
   

  	
   

  	
  Aggregate:

  	
  Included
  within General Aggregate.

  
	
   

  	
   

  	
   

  	
   

  	
  Deductible:

  	
  $500,000

  
	
   

  	
   

  	
   

  	
   

  	
  Retro
  Active Date:

  	
  6/15/1995

  
	
   

  	
   

  	
   

  	
   

  	
  Premium:

  	
  Included

  
	
  61707

  	
   

  	
  12/94

  	
   

  	
  AMENDMENT OF DUTIES IN THE EVENT OF OCCURRENCE,
  CLAIMS OR SUIT

  
	
  61944

  	
   

  	
  02/95

  	
   

  	
  BROAD FORM NAMED INSURED ENDORSEMENT

  
	
  62132

  	
   

  	
  03/95

  	
   

  	
  UNINTENTIONAL
  ERRORS AND OMISSIONS

  
	
  65324

  	
   

  	
  11/96

  	
   

  	
  MARITIME
  LIABILITY ENDORSEMENT IN REM COVERAGE

  
	
  65157

  	
   

  	
  04/96

  	
   

  	
  INCIDENTAL MEDICAL
  MALPRACTICE LIABILITY COVERAGE

  
	
  67265

  	
   

  	
  03/97

  	
   

  	
  AMENDMENT OF
  OTHER INSURANCE

  
	
  64009

  	
   

  	
  11/95

  	
   

  	
  NON-OWNED
  WATERCRAFT ENDORSEMENT

  
	
  71705

  	
   

  	
  09/98

  	
   

  	
  LIBERALIZATION
  CLAUSE

  
	
  74440

  	
   

  	
  08/07

  	
   

  	
  EXTENDED
  EXCEPTION FOR FIRE DAMAGE LIABILITY

  
	
  74435

  	
   

  	
  09/01

  	
   

  	
  AMENDMENT OF WHO
  IS AN INSURED (RECREATIONAL COVERAGE)

  
	
  67446

  	
   

  	
  04/97

  	
   

  	
  LIMITED JOINT
  VENTURE COVERAGE

  
	
  Manuscript Endorsement

  	
   

  	
  Manuscript
  Endorsement

  	
   

  	
  JOINT VENTURE
  ENDORSEMENT

  
	
  Manuscript Endorsement

  	
   

  	
  Manuscript
  Endorsement

  	
   

  	
  AMEND DEFINITION
  OF INSURED CONTRACT

  
	
  Manuscript Endorsement

  	
   

  	
  Manuscript
  Endorsement

  	
   

  	
  NOTICE OF
  OCCURRENCE – VICE PRESIDENT OF RISK MANAGEMENT

  Underwriters shall not deny coverage as the result
  of an unintentional failure by the insured to give notice as respects any
  occurrence, provided notice is given as soon as practicable after the Vice
  President of Risk Management of Gevity HR Inc. (or equivalent) becomes aware
  that this policy may apply to such occurrence.

  
	
  Manuscript Endorsement

  	
   

  	
  Manuscript
  Endorsement

  	
   

  	
  AMENDATORY
  ENDORSEMENT – AMENDMENT OF DUTIES IN THE EVENT OF OCCURRENCE, CLAIM, SUIT OR
  LOSS (FORM 61707)

  Notice will be given to the Vice President of Risk
  Management (or equivalent) in lieu of Director of Risk Management.

  
	
  Manuscript Endorsement

  	
   

  	
  Manuscript
  Endorsement

  	
   

  	
  WHO IS AN
  INSURED ENDORSEMENT – ASSOCIATIONS, CLUBS OR OTHER ORGANIZATIONS AND
  CORPORATE EMPLOYEE MEMBERS.

  
	
  Manuscript Endorsement

  	
   

  	
  Manuscript
  Endorsement

  	
   

  	
  AMENDATORY
  ENDORSEMENT – AMENDMENT OF SECTION V. – DEFINITIONS - OF FORM CG 00
  01 (12/04).

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

   

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

  



 


30

















 


	
   

  	
   

  	
   

  	
   

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

   

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

   

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

   

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

   

  All other terms, and conditions and exclusions
  remain the same.

  
	
  Manuscript Endorsement

  	
   

  	
  Manuscript
  Endorsement

  	
   

  	
  KNOWLEDGE OF AN
  OCCURRENCE – VICE PRESIDENT OF RISK MANAGEMENT (or equivalent)

  
	
  Manuscript Endorsement

  	
   

  	
  Manuscript
  Endorsement

  	
   

  	
  EXTENSION
  SCHEDULE OF NAMED INSUREDS

  
	
  64011

  	
   

  	
  11/05

  	
   

  	
  AMENDMENT OF
  COVERAGE TERRITORY

  
	
  65329

  	
   

  	
  09/01

  	
   

  	
  DELETION OF
  CONTRACTUAL LIABILITY EXCLUSION (COVERAGE B)

  
	
  67260

  	
   

  	
  03/97

  	
   

  	
  BODILY INJURY
  DEFINITION EXTENSION

  
	
  82540

  	
   

  	
  04/05

  	
   

  	
  ASBESTOS &
  SILICOSIS EXCLUSION

  
	
  62251

  	
   

  	
  09/01

  	
   

  	
  AIRCRAFT
  PRODUCTS EXCLUSION AND GROUNDING ENDORSEMENT

  
	
  CG 2116

  	
   

  	
  07/98

  	
   

  	
  EXCLUSION -
  DESIGNATED PROFESSIONAL SERVICES

  
	
  CG 2147

  	
   

  	
  07/98

  	
   

  	
  EMPLOYMENT-RELATED
  PRACTICES EXCLUSION

  
	
  64004

  	
   

  	
  09/01

  	
   

  	
  ERISA EXCLUSION

  
	
  78689

  	
   

  	
  07/03

  	
   

  	
  FUNGUS EXCLUSION

  
	
  CG 22 48

  	
   

  	
  03/05

  	
   

  	
  EXCLUSION –
  INSURANCE AND RELATED OPERATIONS

  
	
  58332

  	
   

  	
  07/93

  	
   

  	
  LEAD LIABILITY EXCLUSION

  
	
  IL 0021

  	
   

  	
  07/02

  	
   

  	
  NUCLEAR ENERGY
  LIABILITY EXCLUSION (BROAD FORM)

  ·    New York approved IL 0023.

  ·   The 11-85 edition is approved in
  Virginia. 

  ·   The 5-02 edition is approved in
  Nebraska.

  ·   The 6-02 edition is approved in
  Vermont.

  ·   The 5-04 edition is approved in
  Texas.

  ·   The remaining states approved
  the 7-02 edition

  
	
  62898

  	
   

  	
  09/01

  	
   

  	
  RADIOACTIVE MATTER EXCLUSION

  
	
  87295

  	
   

  	
  01/08

  	
   

  	
  Exclusion – Violation of Statutes in Connection
  with Sending, Transmitting or Communicating Any Material or Information
  (CAN-SPAM Act)

  
	
  89644

  	
   

  	
  07/05

  	
   

  	
  Coverage Territory Endorsement (OFAC)

  
	
  81461

  	
   

  	
  08/04

  	
   

  	
  LARGE RISK
  RATING PLAN ENDORSEMENT  POLICY
  NUMBER: GL 187-20-57

  
	
  71709

  	
   

  	
  03/04

  	
   

  	
  COMPOSITE RATING
  PLAN PREMIUM ENDORSEMENT

  
	
  Manuscript Endorsement

  	
   

  	
  Manuscript
  Endorsement

  	
   

  	
  NAMED PERIL/TIME
  ELEMENT POLLUTION COVERAGE (AIG FORM PREVIOUSLY PROVIDED.)

  
	
  73187

  	
   

  	
  09/03

  	
   

  	
  DEDUCTIBLE
  COVERAGE ENDORSEMENT – A

  
	
  Manuscript Endorsement

  	
   

  	
  Manuscript
  Endorsement

  	
   

  	
  AMENDMENT OF
  “WHO IS AN INSURED” TO QUALIFY THAT “CLIENT EMPLOYEES” ARE NOT INSUREDS UNDER
  THE CGL COVERAGE.

  



 


31

















 


	
   

  	
   

  	
   

  	
   

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

   

  2. Each of the following
  is also an insured:

   

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

   

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

   

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

   

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

   

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

   

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

   

  (2) “Property damage”
  to property: 

   

  (a) Owned, occupied or
  used by, 

   

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

   

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

   

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

   

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

   

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

   

  (2) Until your legal
  representative has been appointed.

  



 


32

















 


	
   

  	
   

  	
   

  	
   

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

   

  All other terms, and conditions and exclusions
  remain the same.

  
	
  Manuscript Endorsement

  	
   

  	
  Manuscript
  Endorsement

  	
   

  	
  Cancellation Clause Amended Endorsement (Credit
  Rating Trigger)

   

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

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

  



 


NOTES ON SPECIAL COVERAGE(S)


 


33

















 


Commercial
Automobile Liability


 


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


 


	
  Coverage

  	
   

  	
  Coverage Symbols

  	
   

  	
  Limits

  
	
  Combined Single Limit –

  	
   

  	
  1

  	
   

  	
  $2,000,000

  
	
  Personal Injury Protection
  – (Per Insured’s Selection)

  	
   

  	
  N/A

  	
   

  	
  N/A

  
	
  Medical Payments – Each
  Person Insured –

  	
   

  	
  N/A

  	
   

  	
  N/A

  
	
  Uninsured
  Motorists/Underinsured Motorists – (Per Insured’s Selection)* 

  *Not Available in
  Indiana, Ohio or Michigan

  	
   

  	
  10

  	
   

  	
  Options: (check
  applicable option):

   

  x
  1.) Rejection where possible/minimum
  limits elsewhere  

   

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

   

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

  



 


	
   

  	
   

  	
  Deductible

  	
   

  	
  Applicable To

  
	
  Automobile Liability,
  Including UM/UIM/PIP, If Any

  	
   

  	
  $

  	
  500,000

  	
   

  	
  Each Accident

  
						



 


Note:
1)For Insured States, the limit of coverage as shown in this document include(s) 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

  
	
   

  
	
  Form #

  	
   

  	
  Edition Date

  	
   

  	
  Name

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CA 00 01

  	
   

  	
  03/06

  	
   

  	
  Business Auto Coverage Form

  
	
  IL 00 17

  	
   

  	
   

  	
   

  	
  Common Policy Conditions

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Various

  	
   

  	
   

  	
   

  	
  All Mandatory State Endorsements

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CA
  2001

  	
   

  	
  03/06

  	
   

  	
  LESSOR
  - ADDITIONAL INSURED AND LOSS PAYEE

  STATE
  APPROVALS:

  ·     This endorsement is not approved in
  Kansas and Texas.

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

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

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

  DESCRIPTION:  ALL LEASED AUTOS

  
	
  61944

  	
   

  	
  02/95

  	
   

  	
  BROAD
  FORM NAMED INSURED

  STATE
  APPROVALS:

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

  ·     This endorsement is not approved in
  Arkansas, Delaware,

  



 


34

















 


	
   

  	
   

  	
   

  	
   

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

  ·     The endorsement is approved in the
  remaining states.

  
	
  CA
  2313

  	
   

  	
  12/93

  	
   

  	
  TRAILER
  INTERCHANGE FIRE AND FIRE AND THEFT COVERAGES

  STATE
  APPROVALS:

  ·     This endorsement is not approved in
  Texas.

  ·     The endorsement is approved in the
  remaining states.

   

  Limit of
  Insurance:  $2,000,000

  Rate:  Flat

  Minimum Premium: Included

  
	
  CA
  9910

  	
   

  	
  09/02

  	
   

  	
  DRIVE
  OTHER CAR COVERAGE – BROADENED COVERAGE FOR NAMED INDIVIDUALS

  STATE APPROVALS:

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

   

  ·     The endorsement is approved in the
  remaining states.

   

  Name
  of Individual:  “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:

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

  ·     This endorsement is not approved in
  Kansas.

  ·     The endorsement is approved in the
  remaining states.

   

  Description of Auto:

  “Any auto hired,
  loaned, leased or furnished to the Named Insured for a period of six (6) months
  or more”.

  
	
  CA
  9933

  	
   

  	
  02/99

  	
   

  	
  EMPLOYEES AS INSUREDS

  STATE APPROVALS:

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

  ·     The endorsement is approved in the
  remaining states.

  
	
  CA
  9954

  	
   

  	
  07/97

  	
   

  	
  COVERED AUTO DESIGNATION SYMBOL

  STATE APPROVALS:

  This endorsement is
  approved in all states.

   

  Description:

  Symbol 10 = “Hired
  autos” and/or “non-owned autos” where there is a statutory requirement to
  provide Uninsured Motorists or Underinsured Motorists coverage when liability
  coverage is provided, unless the insured has rejected such coverage.

  
	
  CA
  2054

  	
   

  	
  10/01

  	
   

  	
  EMPLOYEE HIRED AUTOS

  STATE APPROVALS:

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

  ·     The endorsement is approved in the
  remaining states.

  
	
  61709

  	
   

  	
  12/94

  	
   

  	
  AMENDMENT OF DUTIES IN THE EVENT OF ACCIDENT,
  CLAIMS, SUIT OR LOSS

  



 


35

















 


	
   

  	
   

  	
   

  	
   

  	
  STATE APPROVALS:

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

  ·     The endorsement is approved in the
  remaining states.

  
	
  87950

  	
   

  	
  10/05

  	
   

  	
  ADDITIONAL INSURED - WHERE REQUIRED UNDER
  CONTRACT OR AGREEMENT

  STATE APPROVALS:

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

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

   

  Schedule of Additional
  Insureds:  “Any
  person or organization for whom you are contractually bound to provide
  Additional Insured status but only to the extent of such person or
  organizations liability arising out of the use of a covered “auto”.

  
	
  62135

  	
   

  	
  03/95

  	
   

  	
  WHEN WE DO NOT RENEW

  STATE APPROVALS:

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

  ·     The endorsement is approved in the
  remaining states. 

  
	
  62138

  	
   

  	
  03/95

  	
   

  	
  EARLY NOTICE OF CANCELLATION PROVIDED BY US

  (90 Days for
  Non-Renewal  and 10
  days for Non-Payment

  STATE APPROVALS:

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

  ·     The endorsement is approved in the
  remaining states.

  
	
  62897

  	
   

  	
  06/95

  	
   

  	
  WAIVER OR TRANSFER OF RIGHTS OF RECOVERY AGAINST
  OTHERS

  STATE APPROVALS:

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

  ·     The endorsement is approved in the
  remaining states.

  
	
  65330

  	
   

  	
  11/96

  	
   

  	
  MEXICAN COVERAGE BROAD FORM

  STATE APPROVALS:

  ·     This endorsement is not approved in Texas
  and Virginia.

  ·     The endorsement is approved in the
  remaining states.

  
	
  67264

  	
   

  	
  03/97

  	
   

  	
  EXPECTED OR INTENDED INJURY EXCLUSION AMENDMENT
  (REASONABLE FORCE EXCEPTION)

  STATE APPROVALS:

  ·     This endorsement is not approved in
  Minnesota and Texas.

  ·     The endorsement is approved in the
  remaining states.

  
	
  74438

  	
   

  	
  10/99

  	
   

  	
  BODILY INJURY DEFINITION EXTENSION

  STATE APPROVALS:

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

  ·     The endorsement is approved in the
  remaining states.

  
	
  86679

  	
   

  	
  08/04

  	
   

  	
  FELLOW EMPLOYEE EXCLUSION DELETED

  Note: This endorsement previously had form number
  64007 (11-95). Since there is a GL form with the same number, we had to
  assign a new form number to this endorsement. It is now 86679.

  STATE APPROVALS:

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

  



 


36

















 


	
   

  	
   

  	
   

  	
   

  	
  ·      The endorsement is approved in the
  remaining states.

  
	
  MCS –
  90

  	
   

  	
  04/00

  	
   

  	
  MOTOR CARRIER PUBLIC LIABILITY ENDORSEMENT (MCS-90)

  
	
  IL
  0021

  	
   

  	
  07/02

  	
   

  	
  NUCLEAR ENERGY LIABILITY EXCLUSION ENDORSEMENT
  (BROAD FORM)

  STATE
  APPROVALS:

  ·     This endorsement is not approved in New
  York.

  ·     Washington uses IL 01 98 7-02.

  ·     The 3-92 edition is approved on Texas.

  ·     The 4-98 edition is approved in
  Massachusetts.

  ·     The 5-02 edition is approved in Nebraska.

  ·     The 6-02 edition is approved in Vermont.

  ·     The remaining states approved the 7-02
  edition. 

  
	
  MANUSCRIPT
  ENDORSEMENT

  	
   

  	
  MANUSCRIPT ENDORSEMENT

  	
   

  	
  AMEND DEFINITION OF INSURED CONTRACT

   

  
	
  MANUSCRIPT
  ENDORSEMENT

  	
   

  	
  MANUSCRIPT ENDORSEMENT

  	
   

  	
  AMENDATORY ENDORSEMENT – AMEND SECTION V. –
  DEFINITIONS - OF FORM CA 00 01 (03/06).

  Amend definition
  F. “Employee” and I. “Leased Worker” as well as add definition Q. “Client
  Employee”.

   

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

   

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

   

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

   

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

   

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

   

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

  
	
  MANUSCRIPT
  ENDORSEMENT

  	
   

  	
  MANUSCRIPT ENDORSEMENT

  	
   

  	
  NOTICE OF ACCIDENT

  The Company shall not
  deny coverage as the result of an unintentional failure by the insured to
  give notice as respects to any accident, provided notice is given as soon as
  practicable after the Vice President of Risk Management (or equivalent)
  becomes aware that this policy may apply to such accident. 

  
	
  MANUSCRIPT
  ENDORSEMENT

  	
   

  	
  MANUSCRIPT ENDORSEMENT

  	
   

  	
  KNOWLEDGE OF OCCURRENCE

  It is understood and
  agreed that knowledge of an occurrence, claim or suit by any agent, servant
  or employee of the insured shall not constitute knowledge by the insured
  unless the Vice President of Risk Management & Insurance of the
  GEVITY HR, Inc. (or equivalent) has received such
  notice.  

  
	
  MANUSCRIPT
  ENDORSEMENT

  	
   

  	
  MANUSCRIPT ENDORSEMENT

  	
   

  	
  AMENDATORY ENDORSEMENT – AMENDMENT OF DUTIES IN THE
  EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS (FORM 61709)

  Notice will be given to
  the Vice President of Risk Management (or equivalent) in lieu
  of Corporate Risk Manager. 

  
	
  MANUSCRIPT
  ENDORSEMENT

  	
   

  	
  MANUSCRIPT ENDORSEMENT

  	
   

  	
  AMENDATORY ENDORSEMENT

  



 


37

















 


	
   

  	
   

  	
   

  	
   

  	
  It is hereby agreed that Employees as Insureds
  Endorsement (CA9933) and Employee Hired Autos Endorsement (CA2054) does not
  apply to “client employees”.  

  
	
  MANUSCRIPT
  ENDORSEMENT

  	
   

  	
  MANUSCRIPT ENDORSEMENT

  	
   

  	
  UNINTENTIONAL ERRORS AND OMISSIONS ENDORSEMENT

  Section IV –
  Business Automobile Conditions – Representations is added.

  
	
  MANUSCRIPT
  ENDORSEMENT

  	
   

  	
  MANUSCRIPT ENDORSEMENT

  	
   

  	
  EXTENSION SCHEDULE OF NAMED INSUREDS

  
	
  MANUSCRIPT
  ENDORSEMENT

  	
   

  	
  MANUSCRIPT ENDORSEMENT

  	
   

  	
  Cancellation Clause Amended Endorsement (Credit Rating
  Trigger)

   

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

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

  
	
  53820

  	
   

  	
  07/92

  	
   

  	
  LRRP
  SHORT FORM ENDORSEMENT -

  LRRP
  LONG FORM ATTACHED TO POLICY # GL 187-20-57.

  
	
  73187

  	
   

  	
  09/03

  	
   

  	
  DEDUCTIBLE
  COVERAGE ENDORSEMENT – A

  
	
  89644

  	
   

  	
  07/05

  	
   

  	
  COVERAGE
  TERRITORY ENDORSEMENT (O.F.A.C.)

  STATE
  APPROVALS:

  ·     This endorsement is disapproved in
  Virginia.

  ·     The endorsement is approved in the
  remaining states.

  



 


	
  NOTES ON SPECIAL COVERAGE(S):

  



 


	
  UM/UIM
  Automobile Coverage

   

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

   

  



 


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


 


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


 


38
















 


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 elements must be 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.


 


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:


a.               A
government;


b.              The
civilian population of a country, state or community; or


c.               To
disrupt the economy of a country, state or community.


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


 


39

















 


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

  	
   

  	
  A

  	
   

  	
  N/A

  	
   

  
	
  General
  Liability

  	
   

  	
  C

  	
   

  	
  100

  	
  %

  
	
  Automobile
  Liability

  	
   

  	
  C

  	
   

  	
  100

  	
  %

  



 






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


 


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


 


C:                         All or
part of the “Allocated Loss Adjustment Expenses” determined according to the
following:


 


40

















 


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


 


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


 


D:                                   No
“Allocated Loss Adjustment Expenses”.


 


41

















 


SECTION 4                               -                              PREMIUM PAYMENTS AND
PROGRAM TERMS


 


Cash Deposit,
Installments and Estimated Deferred Amounts:


 


	
  Payment

  No.

  	
   

  	
  Due Date

  	
   

  	
  Provision for

  Expenses and

  Excess Losses

  (1)

  	
   

  	
  Special

  Taxes and

  Surcharges

  	
   

  	
  Provision for

  Limited

  Losses

  (RCAMP) (2)

  	
   

  	
  Provision for

  Limited Losses

  (WI, WY FCR

  Losses in

  Premium)

  RCAMP (2)

  	
   

  	
  Provision for

  Limited Losses

  (AL/GL) (2)

  	
   

  	
  Estimated

  Payment

  Obligation

  	
   

  
	
  1

  	
   

  	
  1/1/2009

  	
   

  	
  $

  	
  1,069,429

  	
   

  	
  $

  	
  383,789

  	
   

  	
  $

  	
  3,259,893

  	
   

  	
  $

  	
  6,775

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  4,719,886

  	
   

  
	
  2

  	
   

  	
  2/1/2009

  	
   

  	
  $

  	
  1,069,429

  	
   

  	
   

  	
   

  	
  $

  	
  3,259,893

  	
   

  	
  $

  	
  6,775

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  4,336,097

  	
   

  
	
  3

  	
   

  	
  3/1/2009

  	
   

  	
  $

  	
  1,069,429

  	
   

  	
   

  	
   

  	
  $

  	
  3,259,893

  	
   

  	
  $

  	
  6,775

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  4,336,097

  	
   

  
	
  4

  	
   

  	
  4/1/2009

  	
   

  	
  $

  	
  1,069,429

  	
   

  	
   

  	
   

  	
  $

  	
  3,259,893

  	
   

  	
  $

  	
  6,775

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  4,336,097

  	
   

  
	
  5

  	
   

  	
  5/1/2009

  	
   

  	
  $

  	
  1,069,429

  	
   

  	
   

  	
   

  	
  $

  	
  3,259,892

  	
   

  	
  $

  	
  6,774

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  4,336,095

  	
   

  
	
  6

  	
   

  	
  6/1/2009

  	
   

  	
  $

  	
  1,069,428

  	
   

  	
   

  	
   

  	
  $

  	
  3,259,892

  	
   

  	
  $

  	
  6,774

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  4,336,094

  	
   

  
	
  7

  	
   

  	
  7/1/2009

  	
   

  	
  $

  	
  1,069,428

  	
   

  	
   

  	
   

  	
  $

  	
  3,259,892

  	
   

  	
  $

  	
  6,774

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  4,336,094

  	
   

  
	
  8

  	
   

  	
  8/1/2009

  	
   

  	
  $

  	
  1,069,428

  	
   

  	
   

  	
   

  	
  $

  	
  3,259,892

  	
   

  	
  $

  	
  6,774

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  4,336,094

  	
   

  
	
  9

  	
   

  	
  9/1/2009

  	
   

  	
  $

  	
  1,069,428

  	
   

  	
   

  	
   

  	
  $

  	
  3,259,892

  	
   

  	
  $

  	
  6,774

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  4,336,094

  	
   

  
	
  10

  	
   

  	
  10/1/2009

  	
   

  	
  $

  	
  1,069,428

  	
   

  	
   

  	
   

  	
  $

  	
  3,259,892

  	
   

  	
  $

  	
  6,774

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  4,336,094

  	
   

  
	
  11

  	
   

  	
  11/1/2009

  	
   

  	
  $

  	
  1,069,428

  	
   

  	
   

  	
   

  	
  $

  	
  3,259,892

  	
   

  	
  $

  	
  6,774

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  4,336,094

  	
   

  
	
  12

  	
   

  	
  12/1/2009

  	
   

  	
  $

  	
  1,069,428

  	
   

  	
   

  	
   

  	
  $

  	
  3,259,892

  	
   

  	
  $

  	
  6,774

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  4,336,094

  	
   

  
	
  Subtotals

  	
   

  	
  $

  	
  12,833,141

  	
   

  	
  $

  	
  383,789

  	
   

  	
  $

  	
  39,118,708

  	
   

  	
  $

  	
  81,292

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  52,416,930

  	
   

  
	
  DLP*

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  600,000

  	
   

  	
  $

  	
  600,000

  	
   

  
	
  DEP*

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  0

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
   

  	
   

  	
  $

  	
  0

  	
   

  
	
  Totals

  	
   

  	
  $

  	
  12,833,141

  	
   

  	
  $

  	
  383,789

  	
   

  	
  $

  	
  39,118,708

  	
   

  	
  $

  	
  81,292

  	
   

  	
  $

  	
  600,000

  	
   

  	
  $

  	
  53,016,930

  	
   

  



 


DLP means “Deferred Loss
Provision”. This is the estimated amount You must pay us
as “Additional Payments” described below.


 


DEP means “Deferred
Expense Provision”. This is an estimated amount that You
must 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 for Loss within
your Retention (both Deductible and Loss
Reimbursement Limit) and Your share of ALAE. 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:


x
You at Your
address shown in the Schedule.


 


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 6/30/2010
subject to the minimums indicated within the terms of your insurance 


 


42

















 


program. Thereafter,
annual Ultimate Incurred Loss Plan adjustments will take place and 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 of Loss and ALAE,
if during the term of the policies, a change occurs in the hazards insured
against because of Your
acquisition or disposition of a subsidiary, division or operation with assets
at least equal to 20% of your assets on
the effective date hereof, or the organization that provides claims service
under the Policies is changed, or Your retention/deductible/loss reimbursement limit under 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 of Loss
and ALAE that we will pay because of
accidents, occurrences, or offenses covered by the Policies.


 


43
















 


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:


 


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


Please
Note: The Payment Agreement, together with all schedules, addenda, policies and
any related agreements between you and us, constitutes the basis for a program
of insurance coverage.  We would not have entered into any of them without
your agreement on all of them. For that reason, you should review all such
documents together when making any accounting, tax or legal determinations
relating to the insurance program.


·                  Completed
UM/UIM/PIP Automobile Election/Rejection forms prior to inception of automobile
coverage.


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


·                  A
signed copy of the Acknowledgement form included in this document, which
confirms acceptance of all aspects of the Casualty Insurance Program by the
Insured and Agent, returned within 30 days of
the inception date of the program.


 


All documents requiring
signature must be signed by a authorized representative
of the Insured and in some instances, on behalf of Your Insurance
Representative. All documents must be 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 Management.  The entire amount
of the “Estimated Cost” specified under the program will thereafter become
immediately due and payable to us in cash. 
Failure to pay premium within 5 Days of the  billing date may result in the exercise of various 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


 


The estimated premium(s) shown
in this Binder is based on rates, and experience modifications (if applicable)
in use at the time this Binder is submitted to you.  Any reference to Total or Final Premium 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.


 


44

















 


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 Proposal 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.


 


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 compliance must be 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.


 


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.


 


45

















 


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 Proposal 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:


CHASE MANHATTAN BANK, NEW
YORK, N. Y.


ABA NO. 021-000-021


ACCOUNT NAME: NATIONAL
UNION FIRE INSURANCE CO. OF PITTSBURGH, PA.


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


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


 


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


 


 AIG Domestic Claims, Inc.


 


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.


 


46

















 


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
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:


·                  A
powerful query function to pinpoint and analyze claim information


·                  Profiling
to identify potential high severity claims


·                  A
communication feature to facilitate e-mail correspondence


·                  An
online reporting tool that draws on current and historical claim data


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.


 


47

















 


SECTION 6          -          ATTACHMENTS


 





 


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:


 


PATROLTM (Planning And
Tracking Response On-Line)


Threat and Vulnerability
Risk Assessment (TVRA)


AIG Caring Advantage


PIER ( Pollution Incident
and Environmental Response) Program


Best Practices
Assessments (BPA)


AIG RISK TOOL


 


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:


·                  A
single Account Manager assigned to your account providing you a single point of
contact for all services provided by AIGC.


·                  Safety
training and safety materials (programs, videos, etc.) in Spanish and English
can be provided.


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


·                  Web
based and on-site fleet safety programs, evaluations and specialized training
programs.


·                  Development
of customized video and web based training and informational programs.


 


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.


 


48

















 


SECTION 6          -          ATTACHMENTS


 


	
  «Date»

  	
   

  
	
   

  	
   

  
	
  «Policyholder»

  	
  SAMPLE

  
	
  «StreetAddress»

  	
   

  
	
  «City», «State» «Zip»

  	
   

  



 


	
  RE:

  	
  «Insured Name»

  
	
   

  	
  «Account
  Number»

  
	
   

  	
  «Policy
  Number(s) and Effective/Expiration Date»

  



 


POLICYHOLDER DISCLOSURE STATEMENT UNDER


 


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.


 


oCoverage
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»

  	
   

  
	
   

  	
   

  
	
  cc:

  	
  Broker

  	
   

  
			



 


49

















 


SECTION 7          -          COMMISSION


 


COMMISSION


 


	
  AGENCY:

  	
  Marsh USA Inc.

  	
  ACCOUNT:

  	
          Gevity
  HR Inc,

  



 


x 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 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.


 


50

















 


Claims
Payment Fund


 


“Claims Payment
Fund” is a non-interest bearing escrow fund established in the amount of two
and one half (2 1⁄2) 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 (2 1⁄2) 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


 


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.


 


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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.


 


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.


 


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.


 


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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.


 


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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