Appendix B Compensation definition

Appendix B Compensation. For all lines of insurance coverage listed on Appendix A, Section 1 except those listed below (the "Fee Coverages"), Marsh will deliver the Services to the Client for an annual fee of $10,000.00. The annual fee shall be paid by the Client on August 23, 2005. Prior to each placement by Marsh for the Client, Marsh shall disclose to the Client and obtain the Client's approval of any commissions to be collected by Marsh or its affiliates with respect to such placement. Marsh shall credit any retail commissions collected by Marsh or its affiliates with respect to the Fee Coverages against remaining installments of the annual fee (except as provided below) and, to the extent in excess of the remaining installments, refund previously paid installments of the annual fee. In the event such retail commissions for a Service year exceed the annual fee for that year, then excess retail commissions shall be returned to the Client if permitted by law. Otherwise, excess retail commissions shall be carried forward and applied against ▇▇▇▇▇'▇ annual compensation for subsequent years if permitted by law. Any wholesale commissions collected by Marsh or its affiliates will not be credited against the annual fee. As respects the following lines of insurance coverage,