Professional Liability Insurance Program

1. Professional Liability Insurance Program Including: Directors’ & Officers’ Liability Employment Practices Liability Prepared by: Angela DeGroot & Jackie Swope Lockton Companies of Dallas, Inc. 717 N. Harwood, Suite 2500 Dallas, TX 75201

2. Table of Contents • Insurance Carrier………………Page 1 • Program Criteria……………….Page 2 • Overview of D&O………………Page 3 • Overview of EPL……………….Page 4 • Program Highlights…………….Page 5-6

3. Great American Insurance Group The Executive Liability Division (ELD) of Great American Insurance Group, specializing in Directors’ and Officers’ (D&O) Liability Insurance, is located northwest of Chicago in Schaumburg, Illinois. Comprised of specialists in marketing, underwriting and claims, The ELD has been providing quality professional liability insurance products and services since 1986. The ELD of Great American has the capacity to write up to $25 million limits of liability. Great American Insurance Group, based in Cincinnati, Ohio, is one of the largest property & casualty groups in the United States. A strong surplus position and proud tradition of financial strength and stability make Great American the choice of thousands of agents, brokers and customers countrywide. The Group's lead company Great American Insurance Company has maintained an A.M. Best Company rating of "A" (Excellent) (financial size XIII) or better for more than 25 consecutive years as of October 31, 2003. 1

4. Program Criteria Through Lockton Companies, Great American intends to provide Directors’ and Officers’ (D&O) Liability Insurance coverage to the individual companiesassociated with PestSure. Great American will offer preferred premiums and coverage enhancements to all of those members of PestSure that meet the following criteria: 1. Privately-held Company. 2. Fewer than $100 million in assets. 3. Less than 1,500 employees. 4. Clean litigation history. 5. Financially sound. 6. An Organization structure of a Corporation, Limited Liability Corporation (LLC), or Cooperative. For PestSure members not meeting the above criteria, Great American will evaluate the risk and try to offer comparable terms. 2

5. Directors’ & Officers’ Liability The D&O policy is made up of three parts: I. Insuring Agreement A Instances where the Directors and/or Officers are not indemnified by the Company. The policy will pay on behalf of the Directors and/or Officers for such Loss. II. Insuring Agreement B Instances where the Company has, to the extent permitted or required by law, indemnified its Directors and/or Officers. The policy will pay on behalf of the Company for such Loss.III. Insuring Agreement C Instances where the Company has become legally obligated to pay as a result of a Claim.The policy applies on an “all risk” basis to claims made and reported within the policy period for Wrongful Acts commonly defined as: “any actual or alleged act, omission, error, misstatement, misleading statement, neglect, or breach of duty, or Employment Practices Wrongful Act, by any Insured Persons in their capacity with the Company; or any actual or alleged act, omission, error, misstatement, misleading statement, neglect, or breach of duty, or Employment Practices Wrongful Act, by the Insured Entity, but only with respect to Insuring Agreement C; or any matter claimed against any Insured Persons solely by reason of their status with the Company; or any matter claimed against any Insured Persons arising out of their service as a director or officer of a non-profit Outside Entity but only if such service is at the request of the Company.” 3

6. Employment Practices Liability • Employment Practices Wrongful Act shall mean a • Wrongful Act related to employment including but not • limited to: • Wrongful dismissal, discharge or termination of employment, whether actual or constructive; • Employment related misrepresentation; • Sexual or workplace harassment of any kind; • Discrimination; • Wrongful failure to employ or promote; • Wrongful discipline; • Wrongful deprivation of career opportunity, including defamatory statements made in connection with an employee reference; • Failure to grant tenure; • Negligent evaluation; • Failure to provide adequate workplace or employment policies and procedures; • Wrongful retaliation; or • Employment related libel, slander, defamation, or invasion of privacy. 4

7. Program Highlights These highlights are subject to individual underwriting review and state regulation. The terms and conditions may vary based upon underwriting consideration. Other coverage enhancements or restrictions may be applied according to various state regulations and individual underwriting reviews. Additionally, PestSure risks that are members of the ESOP Association may not be eligible for this program, or may be required to use an alternative distribution source. • Premiums for $1 million of coverage (maximum) as follows: • Entity Coverage including Employment Practices Liability Coverage. • Punitive Damages Coverage where insurable, including most favorable venue wording. • Worldwide Coverage. -continued Employee Count Premium EPL Retention < 50 employees $ 5,000 $ 5,000 < 100 employees $ 6,500 $10,000 < 400 employees $ 8,000 $25,000 < 750 employees $12,000 $50,000 > 750 employees $18,000 $75,000 5

8. Program Highlights • Non-Profit Outside Directorship Liability Coverage. • Non-cancelable except for non-payment of premium. • Spousal Coverage. • Employees defined as Insureds. • 12 Month Either/Or Discovery. • No Family, Major Shareholder, SEC, or Past Acts Exclusions. • Optional Fiduciary Coverage by endorsement (5% of annual premium, $0 retention). • Optional Third Party Liability for Employment Practices (5% additional premium). • Optional Duty to Defend provision at no additional premium (not available in California). • Optional separate Limit of Liability for Employment Practices Claims for 25% additional premium. • Zero Retentions on all Claims other than Employment Practices Liability Claims and Third Party Liability. 5

9. The Executive Liability Division Great American Insurance Group 1515 Woodfield Road, Suite 500 Schaumburg, IL 60173 Phone: (847) 330.6750 Fax: (847) 330.6890 www.GreatAmericanELD.com www.GreatAmericanInsurance.com Need an application or Specimen Policy? Visit our Web site, www.GreatAmericanELD.com and click on the Agent’s Desk section. There, you can download applications & policies that are available in your state. The coverages described in this presentation were compiled by the Lockton Companies and are presented in an abbreviated form. All insurance products described are subject to availability and underwriting qualifications. Other terms, conditions, and exclusions may apply. Policies may be underwritten by Great American Insurance Company, Great American E & S Insurance Company and/or Great American Insurance Company of New York. The registered service marks "Great American" and "Great American Insurance Group" are the property of Great American Insurance Company." ######