Deductible Liability Protection Policy Binder between National Union Fire Insurance Company of Vermont and Gevity HR Inc.

1.     This Binder supercedes the terms of any prior Term Sheets between the Insurer and the Insured.

2.     This Binder is subject to a True Up based on actual paid losses as of the transaction date and as addressed in the Business Covered Section above.

3.     Loss and, as applicable, allocated loss adjustment expenses, are limited to the Retained Amounts by Gevity under the original insured policies, and go to erode both the Per Occurrence and Aggregate Limits shown above, and as listed in the policies identified in Additional Term #20.

4.     This Binder assumes that all claim reimbursements, including but not limited to subrogation recoveries and Second Injury Recoveries, will be credited to the Insurer, subject to the excess layers subrogation and recovery clauses.

5.     This Binder is subject to receipt of an inventory and copy of each insurance policy, each excess insurance policy, and other related agreements in the Buyout Period. The inventory needs to identify: the carrier name, policy number, policy period and limits, inclusive of deductibles or retention’s. In addition, the Insured is required to provide the Insurer with any other information requested by the Insurer regarding the Insured or Claims Contracts that pertain to the Buyout Period.

6.     This Binder is subject to Insurer’s approval of the Insured’s Claims Administrator, and receipt by the Insurer of the current Claim Service Agreement and/or special account instructions between the Insured, its Claims Administrator and the underlying CNA insurers for each coverage line. This Binder is subject to written confirmation from CNA of the Insurer’s Right to Associate, at the sole expense of the Insurer, with the Insured and the Insured’s Claims Administrator, in the handling of claims under the CNA deductible policies.This association right does not include authority to settle any claims and is limited to: (i) reporting to the Insurer all losses where the incurred value equals or exceeds $75,000; and (ii) suggesting or recommending disposition strategies on claims with an incurred in excess of $250,000. The incurred value of a loss shall be determined by the sum of Paid and Outstanding Losses and Allocated Loss Adjustment Expense. To the extent permitted by CNA, the Insured grants the Insurer on-line claims access and will instruct the Claims Administrator to provide such access if the Claims Administrator has on-line capability.

7.     The reporting of losses shall be in a narrative form and a copy of the claim file will accompany the report. This association right shall not supercede any existing Insuring Agreements or Claim Service Agreements currently in place with the Insured. The Insured further agrees that Insurer shall be granted full access to perform claim file audits as are necessary. For such audits, the Insurer shall be granted full access to all claim files, including but not limited to, any reports, statements and financial documents related to any and all claims.

8.     The Insured agrees that it is the expectation of the Insured, Original Insurer and the Insurer that claim handling will remain at the quality level as of the inception date of this program through the duration of the program. Should it become necessary, to have the claims handling function transferred to another third-party administrator, the Insured agrees that this cost would be entirely borne by the Insured. Further, if for any reason the Insured decides that it would like to transfer the claims handling function to another third-party administrator, they will first obtain mutual approval of the Insurer and the Original Insurer, in writing, and the Insured agrees that all costs associated with this transfer to the third-party administrator, will be borne entirely by the Insured. If the third-party administrator is changed without the Issuer’s approval, in writing, or if claim handling does not remain at the quality level as of the inception date of this Transaction throughout the duration of this Agreement, the Insurer and Original Insurer have the right to confer and under mutual consent effect a change of the third party administrator. The Insurer may only terminate this transaction upon mutual consent of the Original Insurer and will then return any premium to the Insured if required by law, and will be relieved of any of its obligations under this Transaction. Following such intended termination by the Insurer, if the Insurer is in any way required by law to continue reimbursing the Insured, the Insured agrees to indemnify Insurer for any amounts Insurer pays following such intended termination.