For the Administration Committee as initially constituted,

Very truly yours,

Eugene F. Brady, Director, Claims
Aetna Casualty & Surety Co.

Malcolm Burton, Vice President

Chubb & Son Inc.

George W. Eichler, Manager, Nat'l Accounts
ESIS Inc.

Edward T. Harris, Assistant Vice President
Continental Insurance Companies

NATIONAL SWINE FLU IMMUNIZATION PROGRAM OF 1976
SERVICING CARRIER AGREEMENT

FOR INSURERS OF THE MANUFACTURERS OF VACCINE

THIS AGREEMENT made and entered into effective as of the 12 day of August, 1976, by and between the undersigned insurance company (ies), and FEDERAL INSURANCE COMPANY, (hereinafter, the "Company").

WHEREAS, the Insurers listed in Attachment A (hereinafter the "Insurers") have agreed to provide Swine Flu Liability Insurance for the manufacturers of the swine flu vaccine provided pursuant to the National Swine Flu Immunization Program of 1976 and all as more specifically set forth and for the quota share percentages subscribed for in the various insurance policies, and

1

WHEREAS, the undersigned insurance company (ies) wish to appoint the Company as servicing carrier for one of the manufacturers for the purpose of servicing Swine Flu Liability Insurance claims on their behalf, and

WHEREAS, the companies listed in Attachment B have agreed to act as servicing carriers for the undersigned insurance companies and such insurance companies agreed to establish a National Swine Flu Program Insured Claims Administration Committee (hereinafter the "Administration Committee") to provide overall supervision and promote efficiency and avoid expense and duplication in claim servicing, and

WHEREAS, the Company is willing to accept appointment as servicing carrier for such purposes subject, nevertheless, to the terms and conditions hereinafter specified:

NOW THEREFORE, in consideration of the premises and of the mutual agreements hereinafter contained, the Company agrees and the undersigned insurance companies agree severally and not jointly as follows:

SECTION 1 - Appointment.

1.1 The undersigned insurance companies hereby appoint the Company as the exclusive servicing carrier for the Swine Flu Liability Insurance claims and losses of the undersigned insurance companies with Merck & Co. Inc. and all entities which it owns, controls or operates, (hereinafter, the "Manufacturer"), and the Company hereby accepts the said appointment, for such purposes and with such authority as are hereinafter set forth.

1.2

1.3

1.4

The Company agrees to conduct its duties hereunder in accordance with
the National Swine Flu Immunization Program of 1976 and any regula-
tions promulgated thereunder and with the directives of the Adminis-
tration Committee.

As used in this Agreement, "Swine Flu Liability Insurance" means:
the policies issued by the "Insurers" to the Manufacturer on
policy forms numbered N.S.P. 1 Ed: 8/76 and N.S.F.2 Ed:8/76.

The undersigned insurance companies severally but not jointly agree
that they will contribut and pay to the Company the losses, settle-
ments, allocated, non-allocated, and other expenses or obligations
in accordance with the terms of this Agreement for their respective
quota share percentages as set forth on the policies described in
1.3 above and on Attachment A.

1.5

As used in this Agreement, Company shall include the named company and any subsidiary or affiliate thereof including any affiliated or subsidiary adjusting company.

2.1

This Agreement shall extend from August 12, 1976 up to and including

the resolution of the last claim reported under said "Swine Flu
Liability Insurance", unless earlier terminated as hereinafter
provided.

SECTION 3

3.1

3.2

General Powers and Duties of the Servicing Carrier. The Company shall make available such of its own staffing, office space, facilities and equipment as are necessary for the performance of its duties hereunder; provided, however, that any separate staffing, office space, facilities or equipment which the undersigned insurance companies determine are necessary or desirable for the efficient administration of their business shall be provided at their cost and expense.

The Company shall examine and investigate claim or loss reports, shall determine coverages and shall adjust, settle, compromise, or have the right to defend or litigate, any claim or loss under the policies referred to in Section 1.3 above and shall have the right to hire attorneys, independent adjuster or others in those circumstances in which the use of staff regularly employed by the Company is impractical or imprudent as determined solely by the Company.

Affiliated or subsidiary adjusting companies shall not be considered independent adjusters. The Company shall perform its claim services in accordance with such guidelines as may be established for such services by the Administration Committee.

Re

3.3 The Company shall determine the amount of such reported claims reserves as are reasonable and proper consistent with its judgment and standards for determining reserves for its own account. serves shall include allocated loss adjustment expense. The Company shall prepare, maintain and furnish to the undersigned insurance companies all statistical claim data and other records as they may reasonably require.

3.4

The Company may establish such agency or custodian bank accounts as
in the Company's judgment are necessary to allow the Company to pay
therefrom the losses and allocated or non-allocated loss adjustment
expenses of the undersigned insurance companies incurred in con-
nection with the purposes of this Agreement. In such event the
undersigned insurance companies shall at the Company's request
'mmediately advance funds for deposit in such an account in amounts
estimated by the Company to be required to pay allocated and non-
allocated expenses and losses during a period of no more than three
(3) months from the date of any such request.
of this Agreement, the Company shall submit a final accounting to
the undersigned insurance companies of any funds so advanced and
return to them any unexpended balance thereof.

Upon the termination