Federal Tax Sharing Agreement between Liberty Mutual Holding Company Inc. and Liberty Mutual Group Members

Exhibit 10.5

FEDERAL TAX SHARING AGREEMENT

     This FEDERAL TAX SHARING AGREEMENT (“Agreement”), effective for tax years beginning on or after the first day of January 2002, is entered into by and among Liberty Mutual Holding Company Inc. (“LMHC”), a Massachusetts mutual insurance holding company, and the parties to this Agreement (collectively, “Liberty Mutual Group”).

     WHEREAS, the parties to this Agreement file a consolidated U.S. federal income tax return;

     WHEREAS, the parties to this Agreement desire to set forth their rights and obligations with respect to the determination and settlement of federal income tax liabilities; to allocate Liberty Mutual Group’s consolidated U.S. federal income tax liability equitably to each party in accordance with a rational, systematic formula that will take into account each party’s relative contribution to such liability; to ensure that an allocation for a particular tax year to each party reflects the parties’ best estimate of its final liability after adjustments for tax audits or otherwise; to compensate any party for the use of tax losses and credits by other parties; to promptly settle all such tax liability allocations; and to allow LMHC to administer and interpret this Agreement for the collective benefit of Liberty Mutual Group; and

     WHEREAS, Statement of Statutory Accounting Principles No. 10 (“SSAP 10”) requires tax allocations to be economic transactions, pursuant to a written income tax allocation agreement, and accounted for consistent with Financial Accounting Standards No. 109, as modified by SSAP 10, in order to be recognized by reporting entities that file a consolidated income tax return.

     NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, and consistently applied in accordance with the intentions outlined above, the parties agree as follows:

1.

DEFINITIONS

     For purposes of this Agreement, the terms set forth below shall be defined as follows:

	a)		Tax Reporting Segment (“TRS”): Any legal entity that is part of Liberty Mutual Group; or any group of legal entities and/or reporting segments within a legal entity that operate as a single business unit or division thereof as determined from time to time. Any legal entity subject to regulation as an insurance company by its state of domicile shall not be included in a TRS with any other legal entity other than its wholly-owned subsidiaries.
	b)		Group Tax Liability: All taxes properly reflected on the U.S. consolidated federal income tax return of Liberty Mutual Group for tax years beginning on or after the effective date of this Agreement, or as revised or expected to be revised by amended return, tax audit, administrative or judicial determination or re-determination or otherwise, together with any interest, penalties, or other assessments. For purposes of this definition “taxes” means any income taxes or other taxes, charges or assessments imposed on corporations by the Internal Revenue Code (“Code”).
	c)		Member: A corporation that joins or is required to join Liberty Mutual Group’s U.S. consolidated federal income tax return pursuant to Code section 1504(a) and the regulations promulgated thereunder.
	d)		Separate Tax Return Liability: The expected separate federal income tax liability calculated for each TRS under the applicable provisions of the Code and regulations promulgated thereunder as though such TRS had always filed a separate federal income tax return. Any current year, carryover or carrybacks of net operating losses, net capital losses, excess tax credits, or other tax attributes shall be taken into account to the extent such carryover, carryback, credit, or other attribute has reduced the Group Tax Liability in the current or in a prior tax year. To the extent a TRS’ items of separate taxable income would be accorded a different tax treatment by operation of the consolidated return regulations, such TRS’ Separate Tax Return Liability shall be computed consistent with the consolidated return provisions to the extent such item resulted in an increase or decrease to the Group Tax Liability in the current or in a prior tax year.

2.

TAX SHARING

a)

The taxes payable to LMHC (or its authorized designee) by each TRS under this Agreement shall be based on the Separate Tax Return Liability of each TRS for the applicable tax year.

	b)		To the extent the sum of the Separate Tax Return Liabilities of all TRS exceeds or is less than the Group Tax Liability, such difference shall be allocated to each TRS to the extent such TRS’ items or attributes are reflected in the Group Tax Liability.
	c)		The surtax exemption and bracket benefits to which Liberty Mutual Group as a whole is entitled shall be allocated exclusively to Liberty Mutual Insurance Company.
	d)		Computation of each TRS Separate Tax Return Liability shall be made periodically during the year by Corporate Taxation in Liberty Mutual Group’s Corporate Financial Department, at times consistent with and in accordance with the usual procedures followed in determining the Group Tax Liability.

3.

ALTERNATIVE MINIMUM TAX (AMT)

	a)		If the Group Tax Liability includes a liability for AMT, such AMT shall be proportionally allocated to all TRS whose Separate Tax Return Liability includes a liability for AMT, but not to exceed the liability for AMT included in the TRS’ Separate Tax Return Liability. Any AMT liability in excess of the sum of each TRS’ Separate Tax Return Liability for AMT shall be allocated to Liberty Mutual Insurance Company.
	b)		To the extent a TRS is allocated a liability for AMT, such TRS shall be allocated an equivalent minimum tax credit carryforward which shall be taken into account in such TRS’ Separate Tax Return Liability in subsequent tax years.

4.

SETTLEMENT OF TAXES PAYABLE/RECEIVABLE

     Estimated federal tax payments shall be settled between each TRS and LMHC (or its authorized designee) on the 12^th day of April, June, September, December and March. Payments reflecting the final tax return liability for a given tax year will be settled after the filing of Liberty Mutual Group’s federal income tax return. Final settlements will be due within 30 days of receipt of the statement of balances due or receivable.

5.

MATTERS CONCERNING THE RETURN

a)

Filing the Return: LMHC shall file, or cause to be filed, the U.S. consolidated federal income tax return and any amended returns for each taxable year.

b)

Payment of Group Tax Liability: LMHC (or its authorized designee) shall pay, or cause to be paid, the Group Tax Liability for each taxable year on behalf of Liberty Mutual Group.

6. AUDITS AND OTHER ADJUSTMENTS

     Payment of the tax sharing amount is intended to reflect each TRS’ best estimate of its final tax liability with respect to a given tax year. To the extent the Group Tax Liability is adjusted for any tax year as a result of an amended return, tax audit, administrative or judicial determination or re-determination or otherwise, the Separate Tax Return Liability for each TRS shall be recomputed to give effect to such adjustments. Any resulting additional TRS tax benefit or tax liability shall be settled with LMHC (or its authorized designee) within 30 days of receipt of a refund or notice of deficiency with respect to the Group Tax Liability by LMHC. Copies of all tax returns, related schedules, work papers, all material records, and other documents shall be maintained until the expiration of the statute of limitations, including extensions.

7. EARNINGS AND PROFITS

     Pursuant to Code section 1552 and the regulations promulgated thereunder, and to regulation section 1.1502-33, for the purpose of determining earnings and profits of each Member of the affiliated group, LMHC (or Liberty Mutual Insurance Company) has filed elections with the Internal Revenue Service for and on behalf of Liberty Mutual Group to allocate the Group Tax Liability. Nothing in this Agreement shall be construed to affect the determination or allocation of tax required pursuant to these elections, or any amendments or modifications thereto, for the purpose of determining the earnings and profits of the members of Liberty Mutual Group; and LMHC, in its sole discretion, is authorized to seek any change in the method of calculating earnings and profits as it deems desirable.

8. CONDUCT OF DISPUTES

     LMHC, as common parent of Liberty Mutual Group, shall be the sole agent for each Member and any successor of any Member pursuant to regulation section 1.1502-77(a). LMHC shall control the conduct of any audit and the defense of any suit, action or proceeding resulting therefrom. Each Member will cooperate with LMHC in these proceedings and provide such assistance and documents, without charge, as may be requested by LMHC for such purpose. LMHC will provide Members with access to such records and tax returns as appropriate to facilitate

such cooperation. Notwithstanding any other provisions in this Agreement, if an increase to the Group Tax Liability is the result of the failure of a Member to maintain proper records to support items reflected in Liberty Mutual Group’s consolidated income tax return, such Member shall be fully liable for such increase as well as any related penalties and interest.

9. MEMBER ENTERING OR DEPARTING GROUP

     It is the intent of the parties that LMHC and all corporations that have consented or are required to join with LMHC in the filing of a consolidated federal income tax return shall become a party to this Agreement effective as of the first date such party becomes a Member. Members that are no longer eligible to join in the filing of a consolidated return with LMHC shall remain a party to this Agreement for all tax years for which they were included in the consolidated return.

10. SUCCESSORS AND ASSIGNS

     This Agreement and all of its provisions hereof shall be binding upon and shall inure to the benefit of the parties and their respective successors.

11. INDEMNIFICATION

     Each party shall pay and be responsible for, and shall indemnify, defend and hold harmless all other parties to this Agreement from and against all liabilities allocated to it under this Agreement. If any party pays or has paid any Group Tax Liability for which another party to this Agreement is or becomes liable pursuant to the terms of this Agreement, appropriate reimbursement shall be made no later than 30 days after demand together with interest calculated on such reimbursement at the interest rate specified in Code section 6621(a)(2) from the date such payment is due pursuant to this Agreement to the date of reimbursement. The portion of any refund, rebate or reimbursement received by any party to which another party is entitled pursuant to this Agreement shall be paid over within 30 days to the party which is entitled thereto. Any other payments required to be made between the parties pursuant to this Agreement which are not made in a timely fashion shall bear interest at the interest rate specified in Code section 6621(a)(2) from the date the payment is due until the date the payment is made.

12. COMPLETE AGREEMENT

     This Agreement shall constitute the entire agreement among the parties with respect to the subject matter hereof and shall supersede any previous agreements, negotiations, commitments and writings with respect to such subject matter effective for tax years beginning after January 1, 2002.

13. GOVERNING LAW

     This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its principles of conflicts of law.

14. AMENDMENTS

     This Agreement may not be modified or amended except by an agreement in writing signed by the parties hereto.

15. ADMINISTRATION

     This Agreement shall be administered by the Vice President and Director of Corporate Taxation of LMHC, or in his absence, by an individual designated by the Chief Financial Officer of LMHC.

     IN WITNESS WHEREOF, the parties have caused their signatures to be affixed to this Agreement effective as of the date first above written, by their respective duly authorized officers.

LIBERTY MUTUAL HOLDING COMPANY INC.				CONSOLIDATED INSURANCE COMPANY
/s/ Gary J. Ostrow				/s/ Gary J. Ostrow
By:		Gary J. Ostrow		By:		Gary J. Ostrow
Title:		Vice President		Title:		Vice President
AMERICA FIRST INSURANCE COMPANY				EMPLOYERS INSURANCE COMPANY OF WAUSAU
/s/ Gary J. Ostrow				/s/ Gary J. Ostrow
By:		Gary J. Ostrow		By:		Gary J. Ostrow
Title:		Vice President		Title:		Vice President
AMERICA FIRST LLOYDS INSURANCE COMPANY				EXCELSIOR INSURANCE COMPANY
/s/ Gary J. Ostrow				/s/ Gary J. Ostrow
By:		Gulf States AIF INC		By:		Gary J. Ostrow
Title:		It’s attorney in fact by Gary J. Ostrow, Vice President		Title:		Vice President
AMERICAN AMBASSADOR CASUALTY COMPANY				GLOBE AMERICAN CASUALTY COMPANY
/s/ Gary J. Ostrow				/s/ Gary J. Ostrow
By:		Gary J. Ostrow		By:		Gary J. Ostrow
Title:		Vice President		Title:		Vice President
BRIDGEFIELD CASUALTY INSURANCE COMPANY				GOLDEN EAGLE INSURANCE CORPORATION
/s/ Gary J. Ostrow				/s/ Gary J. Ostrow
By:		Gary J. Ostrow		By:		Gary J. Ostrow
Title:		Vice President		Title:		Vice President, Corporation Taxation
BRIDGEFIELD EMPLOYERS INSURANCE COMPANY				HAWKEYE-SECURITY INSURANCE COMPANY
/s/ Gary J. Ostrow				/s/ Gary J. Ostrow
By:		Gary J. Ostrow		By:		Gary J. Ostrow
Title:		Vice President		Title:		Vice President
COLORADO CASUALTY INSURANCE COMPANY				INDIANA INSURANCE COMPANY
/s/ Gary J. Ostrow				/s/ Gary J. Ostrow
By:		Gary J. Ostrow		By:		Gary J. Ostrow
Title:		Vice President and Director of Corporate Taxation		Title:		Vice President

LIBERTY INSURANCE COMPANY OF AMERICA				LIBERTY NORTHWEST INSURANCE CORPORATION
/s/ Gary J. Ostrow				/s/ Gary J. Ostrow
By:		Gary J. Ostrow		By:		Gary J. Ostrow
Title:		Vice President		Title:		Vice President
LIBERTY INSURANCE CORPORATION				LIBERTY PERSONAL INSURANCE COMPANY
/s/ Gary J. Ostrow				/s/ Gary J. Ostrow
By:		Gary J. Ostrow		By:		Gary J. Ostrow
Title:		Vice President		Title:		Vice President
LIBERTY INSURANCE UNDERWRITERS INC.				LIBERTY SURPLUS INSURANCE CORPORATION
/s/ Gary J. Ostrow				/s/ Gary J. Ostrow
By:		Gary J. Ostrow		By:		Gary J. Ostrow
Title:		Vice President		Title:		Vice President
LIBERTY LIFE ASSURANCE COMPANY OF BOSTON				MID-AMERICAN FIRE & CASUALTY COMPANY
/s/ Gary J. Ostrow				/s/ Gary J. Ostrow
By:		Gary J. Ostrow		By:		Gary J. Ostrow
Title:		Vice President		Title:		Vice President
LIBERTY LLOYDS OF TEXAS INSURANCE COMPANY				NATIONAL INSURANCE ASSOCIATION
/s/ Gary J. Ostrow				/s/ Gary J. Ostrow
By:		Berkeley management Corporation		By:		Gary J. Ostrow
		It’s attorney-in-fact Gary J. Ostrow, Vice President		Title:		Vice President
LIBERTY MUTUAL FIRE INSURANCE COMPANY				NORTH PACIFIC INSURANCE COMPANY
/s/ Gary J. Ostrow				/s/ Gary J. Ostrow
By:				By:		Gary J. Ostrow
Title:				Title:		Vice President
LIBERTY MUTUAL INSURANCE COMPANY				OREGON AUTO INSURANCE COMPANY
/s/ Gary J. Ostrow				/s/ Gary J. Ostrow
By:		Gary J. Ostrow		By:		Gary J. Ostrow
Title:		Vice President		Title:		Vice President
				PEERLESS INDEMNITY INSURANCE COMPANY
				/s/ Gary J. Ostrow
				By:		Gary J. Ostrow
				Title:		Vice President

PEERLESS INSURANCE COMPANY
/s/ Gary J. Ostrow
By:		Gary J. Ostrow
Title:		Vice President
SAN DIEGO INSURANCE COMPANY
/s/ Gary J. Ostrow
By:		Gary J. Ostrow
Title:		Vice President, Corporate Taxation
THE FIRST LIBERTY INSURANCE CORPORATION
/s/ Gary J. Ostrow
By:		Gary J. Ostrow
Title:		Vice President
THE MIDWESTERN INDEMNITY COMPANY
/s/ Gary J. Ostrow
By:		Gary J. Ostrow
Title:		Vice President
THE NETHERLANDS INSURANCE COMPANY
/s/ Gary J. Ostrow
By:		Gary J. Ostrow
Title:		Vice President
WAUSAU BUSINESS INSURANCE COMPANY
/s/ Gary J. Ostrow
By:		Gary J. Ostrow
Title:		Vice President
WAUSAU GENERAL INSURANCE COMPANY
/s/ Gary J. Ostrow
By:		Gary J. Ostrow
Title:		Vice President
WAUSAU UNDERWRITERS INSURANCE COMPANY
/s/ Gary J. Ostrow
By:		Gary J. Ostrow
Title:		Vice President

AMENDMENT NO. 1
(the “Amendment”)
to
FEDERAL TAX SHARING AGREEMENT
(the “Agreement”)
by and among

Liberty Mutual Holding Company Inc., a Massachusetts mutual holding company, and the parties to the Agreement listed on the signature pages of the Agreement and the signature pages of this Amendment.

The Agreement is hereby amended as follows:

1. Section 14 of the Agreement is amended and restated as follows:

This Agreement may not be modified, amended or assigned except by an agreement in writing signed by the parties hereto.

2. Following any and all necessary regulatory approvals, this Amendment shall be effective retroactively to the effective date of the Agreement.

IN WITNESS WHEREOF, the parties have caused their signatures to be affixed to this Amendment this 15^th day of February, 2006, by their respective duly authorized officers.

LIBERTY MUTUAL HOLDING COMPANY INC.				AMERICAN AMBASSADOR CASUALTY COMPANY
/s/ Gary J. Ostrow				/s/ Gary J. Ostrow
By:		Gary J. Ostrow		By:		Gary J. Ostrow
Title:		Vice President		Title:		Vice President
AMERICA FIRST INSURANCE COMPANY				BRIDGEFIELD CASUALTY INSURANCE COMPANY
/s/ Gary J. Ostrow				/s/ Gary J. Ostrow
By:		Gary J. Ostrow		By:		Gary J. Ostrow
Title:		Vice President		Title:		Vice President
AMERICA FIRST LLOYDS INSURANCE COMPANY				BRIDGEFIELD EMPLOYERS INSURANCE COMPANY
/s/ Gary J. Ostrow				/s/ Gary J. Ostrow
By:		Gulf States AIF, Inc.		By:		Gary J. Ostrow
		Its attorney in fact by Gary J. Ostrow, Vice President		Title:		Vice President
				COLORADO CASUALTY INSURANCE COMPANY
				/s/ Gary J. Ostrow
				By:		Gary J. Ostrow
				Title:		Vice President

CONSOLIDATED INSURANCE COMPANY				LIBERTY INSURANCE CORPORATION
/s/ Gary J. Ostrow				/s/ Gary J. Ostrow
By:		Gary J. Ostrow		By:		Gary J. Ostrow
Title:		Vice President		Title:		Vice President
EMPLOYERS INSURANCE COMPANY OF WAUSAU				LIBERTY INSURANCE UNDERWRITERS INC.
/s/ Gary J. Ostrow				/s/ Gary J. Ostrow
By:		Gary J. Ostrow		By:		Gary J. Ostrow
Title:		Vice President		Title:		Vice President
EXCELSIOR INSURANCE COMPANY				LIBERTY LIFE ASSURANCE COMPANY OF BOSTON
/s/ Gary J. Ostrow				/s/ Gary J. Ostrow
By:		Gary J. Ostrow		By:		Gary J. Ostrow
Title:		Vice President		Title:		Vice President
GLOBE AMERICAN CASUALTY COMPANY				LIBERTY LLOYDS OF TEXAS INSURANCE COMPANY
/s/ Gary J. Ostrow				/s/ Gary J. Ostrow
By:		Gary J. Ostrow		By:		Berkeley management Corporation
Title:		Vice President				It’s attorney-in-fact Gary J. Ostrow, Vice President
GOLDEN EAGLE INSURANCE CORPORATION				LIBERTY MUTUAL FIRE INSURANCE COMPANY
/s/ Gary J. Ostrow				/s/ Gary J. Ostrow
By:		Gary J. Ostrow		By:		Gary J. Ostrow
Title:		Vice President, Corporate Taxation		Title:		Vice President
HAWKEYE-SECURITY INSURANCE COMPANY				LIBERTY MUTUAL INSURANCE COMPANY
/s/ Gary J. Ostrow				/s/ Gary J. Ostrow
By:		Gary J. Ostrow		By:		Gary J. Ostrow
Title:		Vice President		Title:		Vice President
INDIANA INSURANCE COMPANY				LIBERTY NORTHWEST INSURANCE CORPORATION
/s/ Gary J. Ostrow				/s/ Gary J. Ostrow
By:		Gary J. Ostrow		By:		Gary J. Ostrow
Title:		Vice President		Title:		Vice President
LIBERTY INSURANCE COMPANY OF AMERICA
/s/ Gary J. Ostrow
By:		Gary J. Ostrow
Title:		Vice President

LIBERTY PERSONAL INSURANCE COMPANY				NORTH PACIFIC INSURANCE COMPANY
/s/ Gary J. Ostrow				/s/ Gary J. Ostrow
By:		Gary J. Ostrow		By:		Gary J. Ostrow
Title:		Vice President		Title:		Vice President
LIBERTY SURPLUS INSURANCE CORPORATION				OREGON AUTOMOBILE INSURANCE COMPANY
/s/ Gary J. Ostrow				/s/ Gary J. Ostrow
By:		Gary J. Ostrow		By:		Gary J. Ostrow
Title:		Vice President		Title:		Vice President
LM GENERAL INSURANCE COMPANY				PEERLESS INDEMNITY INSURANCE COMPANY
/s/ Gary J. Ostrow				/s/ Gary J. Ostrow
By:		Gary J. Ostrow		By:		Gary J. Ostrow
Title:		Vice President		Title:		Vice President
LM INSURANCE CORPORATION				PEERLESS INSURANCE COMPANY
/s/ Gary J. Ostrow				/s/ Gary J. Ostrow
By:		Gary J. Ostrow		By:		Gary J. Ostrow
Title:		Vice President		Title:		Vice President
LM PERSONAL INSURANCE COMPANY				SAN DIEGO INSURANCE COMPANY
/s/ Gary J. Ostrow				/s/ Gary J. Ostrow
By:		Gary J. Ostrow		By:		Gary J. Ostrow
Title:		Vice President		Title:		Vice President
LM PROPERTY AND CASUALTY INSURANCE COMPANY				THE FIRST LIBERTY INSURANCE CORPORATION
/s/ Gary J. Ostrow				/s/ Gary J. Ostrow
By:		Gary J. Ostrow		By:		Gary J. Ostrow
Title:		Vice President		Title:		Vice President
MID-AMERICAN FIRE & CASUALTY COMPANY				THE MIDWESTERN INDEMNITY COMPANY
/s/ Gary J. Ostrow				/s/ Gary J. Ostrow
By:		Gary J. Ostrow		By:		Gary J. Ostrow
Title:		Vice President		Title:		Vice President
NATIONAL INSURANCE ASSOCIATION				THE NETHERLANDS INSURANCE COMPANY
/s/ Gary J. Ostrow				/s/ Gary J. Ostrow
By:		The National Corporation		By:		Gary J. Ostrow
		Its attorney in fact by Gary J. Ostrow, Vice President		Title:		Vice President

WAUSAU BUSINESS INSURANCE COMPANY
/s/ Gary J. Ostrow
By:		Gary J. Ostrow
Title:		Vice President
WAUSAU GENERAL INSURANCE COMPANY
/s/ Gary J. Ostrow
By:		Gary J. Ostrow
Title:		Vice President
WAUSAU UNDERWRITERS INSURANCE COMPANY
/s/ Gary J. Ostrow
By:		Gary J. Ostrow
Title:		Vice President

AMENDMENT NO. 2
(the “Amendment”)
to
FEDERAL TAX SHARING AGREEMENT
(the “Agreement”)
by and among

Liberty Mutual Holding Company Inc., a Massachusetts mutual holding company, and the parties to the Agreement listed on the signature pages of the Agreement and the signature pages of this Amendment.

WHEREAS, The Ohio Casualty Insurance Company, an Ohio corporation (“OCIC”), American Fire and Casualty Company, an Ohio corporation (“AFCC”), Ohio Security Insurance Company, an Ohio corporation (“OSIC”), Ohio Casualty of New Jersey, Inc., an Ohio corporation (“OCNJ”), West American Insurance Company, an Indiana corporation (“WAIC”) and Avomark Insurance Company, an Indiana corporation (“AIC”) are member companies of the Liberty Mutual Agency Markets strategic business unit, of the Liberty Mutual Group under which certain insurance companies within Liberty Mutual Group market their insurance products to the public using independent agents; and

WHEREAS the parties deem it in their best interests to add OCIC, AFCC, OSIC, OCNJ, WAIC and AIC as parties to the Agreement;

NOW, THEREFORE, the parties hereto agree to amend the Agreement effective as of August 24, 2007.

1. OCIC, AFCC, OSIC, OCNJ, WAIC and AIC are hereby added to the Agreement and are hereby deemed to be included in the definition of “Member” as outlined in section 1(C) of the Agreement.

2. This Agreement may be executed in any number of counterparts, each of which will be an original and all of which will constitute together but one and the same document.

IN WITNESS WHEREOF, The parties hereto have caused this Amendment No. 2 to the Federal Tax Sharing Agreement, effective as of the date first written above, to be executed by their respective authorized officers.

IN WITNESS WHEREOF, the parties have caused their signatures to be affixed to this Amendment this 1^st day of November, 2007, by their respective duly authorized officers.

LIBERTY MUTUAL HOLDING COMPANY INC.						AMERICAN AMBASSADOR CASUALTY COMPANY
/s/ Gary J. Ostrow						/s/ Gary J. Ostrow
By:		Gary J. Ostrow				By:		Gary J. Ostrow
Title:		Vice President				Title:		Vice President

AMERICAN FIRE AND CASUALTY COMPANY						AVOMARK INSURANCE COMPANY
/s/ Gary J. Ostrow						/s/ Gary J. Ostrow
By:		Gary J. Ostrow				By:		Gary J. Ostrow
Title:		Vice President				Title:		Vice President

AMERICA FIRST INSURANCE COMPANY						EXCELSIOR INSURANCE COMPANY
/s/ Gary J. Ostrow						/s/ Gary J. Ostrow
By:		Gary J. Ostrow				By:		Gary J. Ostrow
Title:		Vice President				Title:		Vice President

AMERICA FIRST LLOYDS INSURANCE COMPANY (by Gulf States AIF, Inc., its attorney-in-fact)						GLOBE AMERICAN CASUALTY COMPANY
/s/ Gary J. Ostrow						/s/ Gary J. Ostrow
By:		Gary J. Ostrow				By:		Gary J. Ostrow
Title:		Vice President				Title:		Vice President

BRIDGEFIELD CASUALTY INSURANCE COMPANY						GOLDEN EAGLE INSURANCE CORPORATION
/s/ Gary J. Ostrow						/s/ Gary J. Ostrow
By:		Gary J. Ostrow				By:		Gary J. Ostrow
Title:		Vice President				Title:		Vice President

BRIDGEFIELD EMPLOYERS INSURANCE COMPANY						HAWKEYE-SECURITY INSURANCE COMPANY
/s/ Gary J. Ostrow						/s/ Gary J. Ostrow
By:		Gary J. Ostrow				By:		Gary J. Ostrow
Title:		Vice President				Title:		Vice President

COLORADO CASUALTY INSURANCE COMPANY						INDIANA INSURANCE COMPANY
/s/ Gary J. Ostrow						/s/ Gary J. Ostrow
By:		Gary J. Ostrow				By:		Gary J. Ostrow
Title:		Vice President				Title:		Vice President

CONSOLIDATED INSURANCE COMPANY						LIBERTY INSURANCE COMPANY OF AMERICA
/s/ Gary J. Ostrow						/s/ Gary J. Ostrow
By:		Gary J. Ostrow				By:		Gary J. Ostrow
Title:		Vice President				Title:		Vice President

EMPLOYERS INSURANCE COMPANY OF WAUSAU						LIBERTY INSURANCE CORPORATION
/s/ Gary J. Ostrow						/s/ Gary J. Ostrow
By:		Gary J. Ostrow				By:		Gary J. Ostrow
Title:		Vice President				Title:		Vice President

LIBERTY INSURANCE UNDERWRITERS INC.						LIBERTY SURPLUS INSURANCE CORPORATION
/s/ Gary J. Ostrow						/s/ Gary J. Ostrow
By:		Gary J. Ostrow				By:		Gary J. Ostrow
Title:		Vice President				Title:		Vice President

LIBERTY LIFE ASSURANCE COMPANY OF BOSTON						LM GENERAL INSURANCE COMPANY
/s/ Gary J. Ostrow						/s/ Gary J. Ostrow
By:		Gary J. Ostrow				By:		Gary J. Ostrow
Title:		Vice President				Title:		Vice President

LIBERTY LLOYDS OF TEXAS INSURANCE COMPANY						LM INSURANCE CORPORATION
/s/ Gary J. Ostrow						/s/ Gary J. Ostrow
By:		Gary J. Ostrow				By:		Gary J. Ostrow
Title:		Vice President				Title:		Vice President

LIBERTY MUTUAL FIRE INSURANCE COMPANY						LM PERSONAL INSURANCE COMPANY
/s/ Gary J. Ostrow						/s/ Gary J. Ostrow
By:		Gary J. Ostrow				By:		Gary J. Ostrow
Title:		Vice President				Title:		Vice President

LIBERTY MUTUAL INSURANCE COMPANY						LM PROPERTY AND CASUALTY INSURANCE COMPANY
/s/ Gary J. Ostrow						/s/ Gary J. Ostrow
By:		Gary J. Ostrow				By:		Gary J. Ostrow
Title:		Vice President				Title:		Vice President

LIBERTY NORTHWEST INSURANCE CORPORATION						MID-AMERICAN FIRE & CASUALTY COMPANY
/s/ Gary J. Ostrow						/s/ Gary J. Ostrow
By:		Gary J. Ostrow				By:		Gary J. Ostrow
Title:		Vice President				Title:		Vice President

LIBERTY PERSONAL INSURANCE COMPANY						NATIONAL INSURANCE ASSOCIATION (by The National Corporation, its attorney-in-fact)
/s/ Gary J. Ostrow						/s/ Gary J. Ostrow
By:		Gary J. Ostrow				By:		Gary J. Ostrow
Title:		Vice President				Title:		Vice President

NORTH PACIFIC INSURANCE COMPANY						SAN DIEGO INSURANCE COMPANY
/s/ Gary J. Ostrow						/s/ Gary J. Ostrow
By:		Gary J. Ostrow				By:		Gary J. Ostrow
Title:		Vice President				Title:		Vice President

THE OHIO CASUALTY INSURANCE COMPANY						THE FIRST LIBERTY INSURANCE CORPORATION
/s/ Gary J. Ostrow						/s/ Gary J. Ostrow
By:		Gary J. Ostrow				By:		Gary J. Ostrow
Title:		Vice President				Title:		Vice President

OHIO CASUALTY OF NEW JERSEY, INC.						THE MIDWESTERN INDEMNITY COMPANY
/s/ Gary J. Ostrow						/s/ Gary J. Ostrow
By:		Gary J. Ostrow				By:		Gary J. Ostrow
Title:		Vice President				Title:		Vice President

OHIO SECURITY INSURANCE COMPANY						THE NETHERLANDS INSURANCE COMPANY
/s/ Gary J. Ostrow						/s/ Gary J. Ostrow
By:		Gary J. Ostrow				By:		Gary J. Ostrow
Title:		Vice President				Title:		Vice President

OREGON AUTOMOBILE INSURANCE COMPANY						WEST AMERICAN INSURANCE COMPANY
/s/ Gary J. Ostrow						/s/ Gary J. Ostrow
By:		Gary J. Ostrow				By:		Gary J. Ostrow
Title:		Vice President				Title:		Vice President

PEERLESS INDEMNITY INSURANCE COMPANY						WAUSAU BUSINESS INSURANCE COMPANY
/s/ Gary J. Ostrow						/s/ Gary J. Ostrow
By:		Gary J. Ostrow				By:		Gary J. Ostrow
Title:		Vice President				Title:		Vice President

PEERLESS INSURANCE COMPANY						WAUSAU GENERAL INSURANCE COMPANY
/s/ Gary J. Ostrow						/s/ Gary J. Ostrow
By:		Gary J. Ostrow				By:		Gary J. Ostrow
Title:		Vice President				Title:		Vice President

AMENDMENT NO. 3
(the “Amendment”)
to
FEDERAL TAX SHARING AGREEMENT
(the “Agreement”)
by and among

Liberty Mutual Holding Company Inc., a Massachusetts mutual holding company, and the parties to the Agreement listed on the signature pages of the Agreement and the signature pages of this Amendment.

WHEREAS, Liberty Mutual Personal Insurance Company became a member company of Liberty Mutual Group effective January 1, 2006; and

WHEREAS the parties deem it in their best interests to add Liberty Mutual Personal Insurance Company as party to the Agreement;

NOW, THEREFORE, the parties hereto agree to amend the Agreement, as follows:

1. Liberty Mutual Personal Insurance Company is hereby added to the Agreement effective January 1, 2006 and is hereby deemed to be included in the definition of “Member” as outlined in section 1(C) of the Agreement.

2. This Agreement may be executed in any number of counterparts, each of which will be an original and all of which will constitute together but one and the same document.

IN WITNESS WHEREOF, The parties hereto have caused this Amendment No. 3 to the Federal Tax Sharing Agreement, effective as of the date first written above, to be executed by their respective authorized officers.

IN WITNESS WHEREOF, the parties have caused their signatures to be affixed to this Amendment this 15 day of February, 2008, by their respective duly authorized officers.

LIBERTY MUTUAL HOLDING COMPANY INC.						AMERICAN AMBASSADOR CASUALTY COMPANY
/s/ Gary J. Ostrow						/s/ Gary J. Ostrow
By:		Gary J. Ostrow				By:		Gary J. Ostrow
Title:		Vice President				Title:		Vice President

AMERICAN FIRE AND CASUALTY COMPANY						AVOMARK INSURANCE COMPANY
/s/ Gary J. Ostrow						/s/ Gary J. Ostrow
By:		Gary J. Ostrow				By:		Gary J. Ostrow
Title:		Vice President				Title:		Vice President

AMERICAN FIRST INSURANCE COMPANY						EXCELSIOR INSURANCE COMPANY OF WAUSAU
/s/ Gary J. Ostrow						/s/ Gary J. Ostrow
By:		Gary J. Ostrow				By:		Gary J. Ostrow
Title:		Vice President				Title:		Vice President

AMERICA FIRST LLOYDS INSURANCE COMPANY (by Gulf States AIF, Inc., its attorney-in-fact)						GLOBE AMERICAN CASUALTY COMPANY
/s/ Gary J. Ostrow						/s/ Gary J. Ostrow
By:		Gary J. Ostrow				By:		Gary J. Ostrow
Title:		Vice President				Title:		Vice President

BRIDGEFIELD CASUALTY INSURANCE COMPANY						GOLDEN EAGLE INSURANCE CORPORATION
/s/ Gary J. Ostrow						/s/ Gary J. Ostrow
By:		Gary J. Ostrow				By:		Gary J. Ostrow
Title:		Vice President				Title:		Vice President

BRIDGEFIELD EMPLOYERS INSURANCE COMPANY						HAWKEYE-SECURITY INSURANCE COMPANY
/s/ Gary J. Ostrow						/s/ Gary J. Ostrow
By:		Gary J. Ostrow				By:		Gary J. Ostrow
Title:		Vice President				Title:		Vice President

COLORADO CASUALTY INSURANCE COMPANY						INDIANA INSURANCE COMPANY
/s/ Gary J. Ostrow						/s/ Gary J. Ostrow
By:		Gary J. Ostrow				By:		Gary J. Ostrow
Title:		Vice President				Title:		Vice President

CONSOLIDATED INSURANCE COMPANY						LIBERTY INSURANCE COMPANY OF AMERICA
/s/ Gary J. Ostrow						/s/ Gary J. Ostrow
By:		Gary J. Ostrow				By:		Gary J. Ostrow
Title:		Vice President				Title:		Vice President

EMPLOYERS INSURANCE COMPANY OF WAUSAU						LIBERTY INSURANCE CORPORATION
/s/ Gary J. Ostrow						/s/ Gary J. Ostrow
By:		Gary J. Ostrow				By:		Gary J. Ostrow
Title:		Vice President				Title:		Vice President

LIBERTY INSURANCE UNDERWRITERS INC.						LIBERTY SURPLUS INSURANCE CORPORATION
/s/ Gary J. Ostrow						/s/ Gary J. Ostrow
By:		Gary J. Ostrow				By:		Gary J. Ostrow
Title:		Vice President				Title:		Vice President

LIBERTY LIFE ASSURANCE COMPANY OF BOSTON						LM GENERAL INSURANCE COMPANY
/s/ Gary J. Ostrow						/s/ Gary J. Ostrow
By:		Gary J. Ostrow				By:		Gary J. Ostrow
Title:		Vice President				Title:		Vice President

LIBERTY LLOYDS OF TEXAS INSURANCE COMPANY						LM INSURANCE CORPORATION
/s/ Gary J. Ostrow						/s/ Gary J. Ostrow
By:		Gary J. Ostrow				By:		Gary J. Ostrow
Title:		Vice President				Title:		Vice President

LIBERTY MUTUAL FIRE INSURANCE COMPANY						LM PERSONAL INSURANCE COMPANY
/s/ Gary J. Ostrow						/s/ Gary J. Ostrow
By:		Gary J. Ostrow				By:		Gary J. Ostrow
Title:		Vice President				Title:		Vice President

LIBERTY MUTUAL INSURANCE COMPANY						LM PROPERTY AND CASUALTY INSURANCE COMPANY
/s/ Gary J. Ostrow						/s/ Gary J. Ostrow
By:		Gary J. Ostrow				By:		Gary J. Ostrow
Title:		Vice President				Title:		Vice President

LIBERTY NORTHWEST INSURANCE CORPORATION						MID-AMERICAN FIRE & CASUALTY COMPANY
/s/ Gary J. Ostrow						/s/ Gary J. Ostrow
By:		Gary J. Ostrow				By:		Gary J. Ostrow
Title:		Vice President				Title:		Vice President

LIBERTY PERSONAL INSURANCE COMPANY						NATIONAL INSURANCE ASSOCIATION (by The National Corporation, its attorney-in-fact)
/s/ Gary J. Ostrow						/s/ Gary J. Ostrow
By:		Gary J. Ostrow				By:		Gary J. Ostrow
Title:		Vice President				Title:		Vice President

NORTH PACIFIC INSURANCE COMPANY						SAN DIEGO INSURANCE COMPANY
/s/ Gary J. Ostrow						/s/ Gary J. Ostrow
By:		Gary J. Ostrow				By:		Gary J. Ostrow
Title:		Vice President				Title:		Vice President

THE OHIO CASUALTY INSURANCE COMPANY						THE FIRST LIBERTY INSURANCE CORPORATION
/s/ Gary J. Ostrow						/s/ Gary J. Ostrow
By:		Gary J. Ostrow				By:		Gary J. Ostrow
Title:		Vice President				Title:		Vice President

OHIO CASUALTY OF NEW JERSEY, INC.						THE MIDWESTERN INDEMNITY COMPANY
/s/ Gary J. Ostrow						/s/ Gary J. Ostrow
By:		Gary J. Ostrow				By:		Gary J. Ostrow
Title:		Vice President				Title:		Vice President

OHIO SECURITY INSURANCE COMPANY						THE NETHERLANDS INSURANCE COMPANY
/s/ Gary J. Ostrow						/s/ Gary J. Ostrow
By:		Gary J. Ostrow				By:		Gary J. Ostrow
Title:		Vice President				Title:		Vice President

OREGON AUTOMOBILE INSURANCE COMPANY						WEST AMERICAN INSURANCE COMPANY
/s/ Gary J. Ostrow						/s/ Gary J. Ostrow
By:		Gary J. Ostrow				By:		Gary J. Ostrow
Title:		Vice President				Title:		Vice President

PEERLESS INDEMNITY INSURANCE COMPANY						WAUSAU BUSINESS INSURANCE COMPANY
/s/ Gary J. Ostrow						/s/ Gary J. Ostrow
By:		Gary J. Ostrow				By:		Gary J. Ostrow
Title:		Vice President				Title:		Vice President

PEERLESS INSURANCE COMPANY						WAUSAU GENERAL INSURANCE COMPANY
/s/ Gary J. Ostrow						/s/ Gary J. Ostrow
By:		Gary J. Ostrow				By:		Gary J. Ostrow
Title:		Vice President				Title:		Vice President

WAUSAU UNDERWRITERS INSURANCE COMPANY						LIBERTY MUTUAL PERSONAL INSURANCE COMPANY
/s/ Gary J. Ostrow						/s/ Gary J. Ostrow
By:		Gary J. Ostrow				By:		Gary J. Ostrow
Title:		Vice President				Title:		Vice President

AMENDMENT NO. 4
(the “Amendment”)
to
FEDERAL TAX SHARING AGREEMENT
(the “Agreement”)
by and among

Liberty Mutual Holding Company Inc., a Massachusetts mutual holding company, and the parties to the Agreement listed on Exhibit A.

WHEREAS the parties deem it in their best interests to include as parties to the Agreement every other corporation that subsequently consents to or is required to join with LMHC in the filing of a consolidated federal income tax return;

NOW, THEREFORE, the parties hereto agree to amend the Agreement, effective as of September 22, 2008, as follows:

1.		The opening paragraph of the Agreement is amended and restated as follows:
		This FEDERAL TAX SHARING AGREEMENT (“Agreement”), effective for tax years beginning on or after the first day of January 2002, is entered into by and among Liberty Mutual Holding Company Inc. (“LMHC”), a Massachusetts mutual holding company, and the several companies listed on Exhibit A and any other corporation that subsequently consents to or is required to join with LMHC in the filing of a consolidated federal income tax return (collectively, “Liberty Mutual Group”).
2.		Section 9 of the Agreement is amended and restated as follows:
		MEMBER ENTERING OR DEPARTING GROUP
		In addition to LMHC and the other corporations that are currently parties to this Agreement, any corporation that consents to or is required to join with LMHC in the filing of a consolidated federal income tax return shall automatically become a party to this Agreement effective as of the date such corporation becomes a Member. Members that are no longer eligible to join in the filing of a consolidated federal income tax return with LMHC shall remain as parties to this Agreement for all tax years for which they were included in such consolidated return. LMHC is authorized to revise Exhibit A from time to time to reflect the addition or deletion of Members, and this Agreement need not be amended to give effect to such revised Exhibit A.
3.		This Agreement may be executed in any number of counterparts, each of which will be an original and all of which will constitute together but one and the same document.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment, effective as of the date first written above, to be executed by their duly authorized officers.

[SIGNATURE PAGES TO FOLLOW]

Exhibit A
to
Federal Tax Sharing Agreement

Access Insurance Services, Co.
Ambco Capital Corporation
America First Insurance Company
America First Lloyds Insurance Company
American Ambassador Casualty Company
American Fire & Casualty Insurance Company*
Avomark Insurance Company*
Berkeley Holding Company Associates, Inc.
Berkeley Management Corporation
Bridgefield Casualty Insurance Company
Bridgefield Employers Insurance Company
Capitol Agency, Inc. (Arizona corporation)
Capitol Agency, Inc. (Ohio corporation)
Capitol Agency, Inc. (Tennessee corporation)
Cascade Disability Management, Inc.
Colorado Casualty Insurance Company
Companies Agency Insurance Services of California
(dissolved 8/15/2008)
Companies Agency of Alabama, Inc. (dissolved 8/18/2008)
Companies Agency of Georgia, Inc. (dissolved 8/15/2008)
Companies Agency of Kentucky, Inc. (dissolved 8/14/2008)
Companies Agency of Massachusetts, Inc. (dissolved 8/29/08)
Companies Agency of Michigan, Inc. (dissolved 8/15/2008)
Companies Agency of New York, Inc.
Companies Agency of Pennsylvania, Inc.
Companies Agency of Phoenix, Inc.
Consolidated Insurance Company
Copley Venture Capital, Inc.
Countrywide Services Corporation
Diversified Settlements, Inc.
Employers Insurance Company of Wausau
Excelsior Insurance Company
Florida State Agency, Inc.
Globe American Casualty Company
Golden Eagle Insurance Corporation
Gulf States AIF, Inc.
Hawkeye-Security Insurance Company
Heritage-Summit Healthcare of Florida, Inc.
Indiana Insurance Company
LEXCO Limited
Liberty Assignment Corporation
Liberty Energy Canada, Inc.
Liberty Financial Services, Inc.
Liberty Hospitality Group, Inc.
Liberty Insurance Company of America
Liberty Insurance Corporation
Liberty Insurance Holdings, Inc.
Liberty Insurance Underwriters, Inc.
Liberty Life Assurance Company of Boston
Liberty Life Holdings, Inc.
Liberty Lloyds of Texas Insurance Company
Liberty Management Services, Inc.
Liberty Mexico Holdings, Inc.
Liberty Mutual Fire Insurance Company
Liberty Mutual Group Inc.
Liberty Mutual Holding Company, Inc.
Liberty Mutual Insurance Company
Liberty Mutual Personal Insurance Company
Liberty Northwest Insurance Corporation
Liberty Personal Insurance Company
Liberty RE (Bermuda) Limited
Liberty Sponsored Insurance (Vermont) Inc_.
Liberty Surplus Insurance Corporation
Liberty — USA Corporation
LIH-Re of America Corporation
LIH U.S. P&C Corporation
LIU Specialty Insurance Agency, Inc.
LM General Insurance Company
LM Insurance Corporation
LM Personal Insurance Company
LM Property & Casualty Insurance: Company
LMHC Massachusetts Holdings, Inc.
LRE Properties, Inc.
Mid-American Agency, Inc.
Mid-American Fire and Casualty Company
Missouri Agency, Inc.
North Pacific Insurance Company
Oregon Automobile Insurance Company
OCASCO Budget, Inc.
OCI Printing, Inc.
Ohio Casualty Corporation
Ohio Casualty of New Jersey, Inc.
Ohio Life Brokerage Services, Inc.
Ohio Security Insurance Company
Peerless Indemnity Insurance Company
Peerless Insurance Company
San Diego Insurance Company
State Agency, Inc. (Indiana corporation)
State Agency, Inc. (Wisconsin corporation)
St. James Insurance Company
Summit Consulting, Inc.
Summit Consulting, Inc. of Louisiana
Summit Holding Southeast, Inc.
The First Liberty Insurance Corporation
The Midwestern Indemnity Company
The National Association
The Netherlands Insurance Company
The Ohio Casualty Insurance Company
Wausau Service Corporation
Wausau Business Insurance Company
Wausau General Insurance Company
Wausau Underwriters Insurance Company
West American Insurance Company

American Economy Insurance Company
American States Insurance Company
American States Insurance Company of Texas
American States Lloyds Insurance Company
American States Preferred Insurance
Capital Court Corporation
Commercial Aviation Insurance, Inc.
Emerald City Insurance Agency, Inc.
F.B. Beattie & Company, Inc.
First National Insurance Company of America
General America Corporation
General America Corporation of Texas
General Insurance Company of America

TSA Ex. A effective 9/22/08

Exhibit A
to
Federal Tax Sharing Agreement

Insurance Company of Illinois
Open Seas Solutions, Inc.
Pilot Insurance Services, Inc.
Rianoc Research Corporation
S.C. Bellevue, Inc.
Safecare Company, Inc.
Safeco Corporation
Safeco General Agency, Inc.
Safeco Insurance Company of America
Safeco Insurance Company of Illinois
Safeco Insurance Company of Indiana
Safeco Insurance Company of Oregon
Safeco Lloyds Insurance Company
Safeco National Insurance Company
Safeco Properties, Inc.
Safeco Surplus Lines Insurance Company
SCIT, Inc.
Winmar Company, Inc.
Winmar-Metro, Inc.
Winmar of the Desert, Inc.
Winmar Oregon, Inc.

TSA Ex. A effective 9/22/08

ACCESS INSURANCE SERVICES, CO.				AMERICAN FIRE & CASUALTY INSURANCE COMPANY
/s/ Gary J. Ostrow				/s/ Gary J. Ostrow
By:    Gary J. Ostrow				By:    Gary J. Ostrow
Title: Vice President				Title: Vice President
AMBCO CAPITAL CORPORATION				AVOMARK INSURANCE COMPANY
/s/ Gary J. Ostrow				/s/ Gary J. Ostrow
By:    Gary J. Ostrow				By:    Gary J. Ostrow
Title: Vice President				Title: Vice President
AMERICA FIRST INSURANCE COMPANY				BERKELEY HOLDING COMPANY ASSOCIATES, INC.
/s/ Gary J. Ostrow				/s/ Gary J. Ostrow
By:    Gary J. Ostrow				By:    Gary J. Ostrow
Title: Vice President				Title: Vice President
AMERICA FIRST LLOYDS INSURANCE COMPANY (by Gulf States AIF, Inc., its attorney-in-fact				BERKELEY MANAGEMENT CORPORATION
/s/ Gary J. Ostrow				/s/ Gary J. Ostrow
By:    Gary J. Ostrow				By:    Gary J. Ostrow
Title: Vice President				Title: Vice President
AMERICAN AMBASSADOR CASUALTY COMPANY				BRIDGEFIELD CASUALTY INSURANCE COMPANY
/s/ Gary J. Ostrow				/s/ Gary J. Ostrow
By:    Gary J. Ostrow				By:    Gary J. Ostrow
Title: Vice President				Title: Vice President

BRIDGEFIELD EMPLOYERS INSURANCE COMPANY				COLORADO CASUALTY INSURANCE COMPANY
/s/Gary J. Ostrow				/s/ Gary J. Ostrow
By:    Gary J. Ostrow				By:    Gary J. Ostrow
Title: Vice President				Title: Vice President
CAPITOL AGENCY, INC. (ARIZONA CORPORATION)				COMPANIES AGENCY OF NEW YORK, INC.
/s/ Gary J. Ostrow				/s/ Gary J. Ostrow
By:    Gary J. Ostrow				By:    Gary J. Ostrow
Title: Vice President				Title: Vice President
CAPITOL AGENCY, INC. (OHIO CORPORATION)				COMPANIES AGENCY OF PENNSYLVANIA, INC.
/s/ Gary J. Ostrow				/s/ Gary J. Ostrow
By:    Gary J. Ostrow				By:    Gary J. Ostrow
Title: Vice President				Title: Vice President
CAPITOL AGENCY, INC. (TENNESSEE CORPORATION)				COMPANIES AGENCY OF PHOENIX, INC.
/s/ Gary J. Ostrow				/s/ Gary J Ostrow
By:    Gary J. Ostrow				By:    Gary J. Ostrow
Title: Vice President				Title: Vice President
CASCADE DISABILITY MANAGEMENT, INC.				CONSOLIDATED INSURANCE COMPANY
/s/ Gary J. Ostrow				/s/ Gary J. Ostrow
By:    Gary J. Ostrow				By:    Gary J. Ostrow
Title: Vice President				Title: Vice President

COPLEY VENTURE CAPITAL, INC.				FLORIDA STATE AGENCY, INC.
/s/ Gary J. Ostrow				/s/ Gary J. Ostrow
By:    Gary J. Ostrow				By:    Gary J. Ostrow
Title: Vice President				Title: Vice President
COUNTRYWIDE SERVICES CORPORATION				GLOBE AMERICAN CASUALTY COMPANY
/s/ Gary J. Ostrow				/s/ Gary J. Ostrow
By:    Gary J. Ostrow				By:    Gary J. Ostrow
Title: Vice President				Title: Vice President
DIVERSIFIED SETTLEMENTS, INC.				GOLDEN EAGLE INSURANCE CORPORATION
/s/ Gary J. Ostrow				/s/ Gary J. Ostrow
By:    Gary J. Ostrow				By:    Gary J. Ostrow
Title: Vice President				Title: Vice President
EMPLOYERS INSURANCE COMPANY OF WAUSAU				GULF STATES AIF, INC.
/s/ Gary J. Ostrow				/s/ Gary J. Ostrow
By:    Gary J. Ostrow				By:    Gary J. Ostrow
Title: Vice President				Title: Vice President
EXCELSIOR INSURANCE COMPANY				HAWKEYE-SECURITY INSURANCE COMPANY
/s/ Gary J. Ostrow				/s/ Gary J. Ostrow
By:    Gary J. Ostrow				By:    Gary J. Ostrow
Title: Vice President				Title: Vice President

HERITAGE-SUMMIT HEALTHCARE OF FLORIDA, INC.				LIBERTY FINANCIAL SERVICES, INC.
/s/ Gary J. Ostrow				/s/ Gary J. Ostrow
By:    Gary J. Ostrow				By:    Gary J. Ostrow
Title: Vice President				Title: Vice President
INDIANA INSURANCE COMPANY				LIBERTY HOSPITALITY GROUP, INC.
/s/ Gary J. Ostrow				/s/ Gary J. Ostrow
By:    Gary J. Ostrow				By:    Gary J. Ostrow
Title: Vice President				Title: Vice President
LEXCO LIMITED				LIBERTY INSURANCE COMPANY OF AMERICA
/s/ Gary J. Ostrow				/s/ Gary J. Ostrow
By:    Gary J. Ostrow				By:    Gary J. Ostrow
Title: Vice President				Title: Vice President
LIBERTY ASSIGNMENT CORPORATION				LIBERTY INSURANCE CORPORATION
/s/ Gary J. Ostrow				/s/ Gary J. Ostrow
By:    Gary J. Ostrow				By:    Gary J. Ostrow
Title: Vice President				Title: Vice President
LIBERTY ENERGY CANADA, INC.				LIBERTY INSURANCE HOLDINGS, INC.
/s/ Gary J. Ostrow				/s/ Gary J. Ostrow
By:    Gary J. Ostrow				By:    Gary J. Ostrow
Title: Vice President				Title: Vice President

LIBERTY INSURANCE UNDERWRITERS, INC.				LIBERTY MEXICO HOLDINGS, INC.
/s/ Gary J. Ostrow				/s/ Gary J. Ostrow
By:    Gary J. Ostrow				By:    Gary J. Ostrow
Title: Vice President				Title: Vice President
LIBERTY LIFE ASSURANCE COMPANY OF BOSTON				LIBERTY MUTUAL FIRE INSURANCE COMPANY
/s/ Gary J. Ostrow				/s/ Gary J. Ostrow
By:    Gary J. Ostrow				By:    Gary J. Ostrow
Title: Vice President				Title: Vice President
LIBERTY LIFE HOLDINGS, INC.				LIBERTY MUTUAL GROUP INC.
/s/ Gary J. Ostrow				/s/ Gary J. Ostrow
By:    Gary J. Ostrow				By:    Gary J. Ostrow
Title: Vice President				Title: Vice President
LIBERTY LLOYDS OF TEXAS INSURANCE COMPANY (by Berkeley Management Corporation, its attorney-in-fact)				LIBERTY MUTUAL HOLDING COMPANY, INC.
/s/ Gary J. Ostrow				/s/ Gary J. Ostrow
By:    Gary J. Ostrow				By:    Gary J. Ostrow
Title: Vice President				Title: Vice President
LIBERTY MANAGEMENT SERVICES, INC.				LIBERTY MUTUAL INSURANCE COMPANY
/s/ Gary J. Ostrow				/s/ Gary J. Ostrow
By:    Gary J. Ostrow				By:    Gary J. Ostrow
Title: Vice President				Title: Vice President