Exhibit 3 Basic Life Insurance Policy.pdf

DISTRICT OF COLUMBIA LIFE AND HEALTH INSURANCE

GUARANTY ASSOCIATION NOTICE

SUMMARY OF GENERAL PURPOSES AND CURRENT LIMITATIONS OF COVERAGE

Residents of the District of Columbia who purchase life or health insurance or annuities should know that the insurance companies licensed in the District of Columbia to write these types of insurance are members of the District of Columbia Life and Health Insurance Guaranty Association. The purpose of this Association is to assure that policyholders will be protected, within limits, in the unlikely event that a member insurer becomes financially unable to meet its obligations. If this should happen, the Association will assess its other member insurance companies for the money to pay the claims of insured persons who live in the District of Columbia and, in some cases, to keep coverage in force. The valuable extra protection provided by insurers through the Association is limited, as noted on the next page.

District of Columbia Life and Health Insurance Guaranty Association Disclaimer

The District of Columbia Life and Health Insurance Guaranty Association provides coverage of claims under some types of policies if the insurer becomes impaired or insolvent. COVERAGE MAY NOT BE AVAILABLE FOR YOUR POLICY. Even if coverage is provided, there are significant limitations and exclusions. Coverage is generally conditioned on residence in the District of Columbia. Other conditions may also preclude coverage.

The District of Columbia Life and Health Insurance Guaranty Association or the District of Columbia Superintendent of Insurance will respond to any questions you may have which are not answered by this document. Your insurer and agents are prohibited by law from using the existence of the Association or its coverage to sell you an insurance policy. You should not rely on availability of coverage under the Life and Health Insurance Guaranty Association Act of 1992 when selecting an insurer.

Policyholders with additional questions may contact:

Mr. Robert M. Willis Mr. Lawrence H. Mirel Executive Director Commissioner The Dist. of Columbia Life and Health Dept. of Insurance & Securities Regulation Insurance Guaranty Association Insurance Division 1200 G Street, N.W., Suite 800 810 First Street, N.E., Suite 701 Washington, DC 20005 Washington, DC 20002

The District of Columbia law that provides for this safety-net coverage is called the Life and Health Insurance Guaranty Association Act of 1992. The next page contains a brief summary of this law's coverages, exclusions and limits. This summary does not cover all provisions of the law; nor does it in any way change anyone's rights or obligations under the Act or the rights or obligations of the Association. If you have obtained this document from an agent in connection with the purchase of a policy, you should be aware that its delivery to you does not guarantee that your policy is covered by the Guaranty Association.

Exhibit # 3 Insurance Policy for Basic Life

COVERAGE

Generally, individuals will be protected by the District of Columbia Life and Health Insurance Guaranty Association if they live in the District of Columbia and are insured under a health insurance, life insurance, or annuity contract issued by a member insurer, or if they are insured under a group insurance contract, issued by a member insurer. The beneficiaries, payees or assignees of insured persons are protected as well, even if they live in another state.

EXCLUSIONS FROM COVERAGE

However, persons holding such policies are not protected by this Association if:

• they are eligible for protection under the laws of another state. This may occur when the insolvent insurer was incorporated in another state whose Guaranty Association protects insureds who live outside that state.

• their insurer was not authorized to do business in the District of Columbia.

• the policy was issued by a nonprofit hospital service plan, health maintenance organization, a charitable organization, a fraternal benefit society, a mandatory state pooling plan, a mutual assessment company, an insurance exchange, or a risk retention group.

The Association also does not provide coverage for:

• any policy or portion of a policy which is not guaranteed by the insurer or for which the individual has assumed the risk;

• any policy of reinsurance unless an assumption certificate was issued;

• any plan or program of an employer or association that provides life, health, or annuity benefits to its employees or members to the extent the plan is self-funded or uninsured;

• interest rate guarantees that exceed certain statutory limitations;

• dividends, or experience rating credits, or fees for services in connection with a policy;

• credits given in connection with the administration of a policy by a group contract holder; or for

• unallocated annuity contracts.

LIMITS ON AMOUNT OF COVERAGE

The Act also limits the amount the Guaranty Association is obligated to pay. The benefits for which the Guaranty Association may become liable shall be limited to the lesser of either the contractual obligations for which the insurer would have been liable if it were not impaired or insolvent, or, with respect to any one life, regardless of the number of policies, contracts, or certificates, in the case of life insurance, $300,000 in death benefits but not more than $100,000 in net cash surrender or withdrawal values; in the case of health insurance, $100,000 in health insurance benefits; and, with respect to annuities, $300,000 in the present value of annuity benefits. Finally, in no event is the Guaranty Association liable for more than $300,000 with respect to any one individual.

Exhibit # 3

NOTICE

Benefits paid under the Accelerated Benefits provision will reduce the Death Benefit payable for life insurance.

Benefits payable under the Accelerated Benefits provision may be taxable. If so, the Employee or the Employee's beneficiary may incur a tax obligation. As with all tax matters, an Employee should consult with a personal tax advisor to assess the impact of this benefit. Accelerated Benefits are not payable if life insurance coverage under the Policy is not in force.

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Exhibit # 3

LIFE INSURANCE COMPANY OF NORTH AMERICA

1601 CHESTNUT STREET GROUP POLICY

PHILADELPHIA, PA 19192-2235

(800) 732-1603 TDD (800) 552-5744

A STOCK INSURANCE COMPANY

POLICYHOLDER: TRUSTEE OF THE GROUP INSURANCE

TRUST FOR EMPLOYERS IN THE

SERVICES INDUSTRY

SUBSCRIBER: Office of the Comptroller of the Currency

POLICY NUMBER: FLX-960792

POLICY EFFECTIVE DATE: March 6, 2005

POLICY ANNIVERSARY DATE: October 2

This Policy describes the terms and conditions of coverage. It is issued in Delaware and shall be governed by its laws. The Policy goes into effect on the Policy Effective Date, 12:01 a.m. at the Policyholder's address.

In return for the required premium, the Insurance Company and the Policyholder have agreed to all the terms of this Policy.

Susan L. Cooper, Secretary Gregory H. Wolf, President

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Exhibit # 3

TABLE OF CONTENTS

SCHEDULE OF BENEFITS

SCHEDULE OF BENEFITS FOR CLASS 1

SCHEDULE OF BENEFITS FOR CLASS 2

SCHEDULE OF BENEFITS FOR CLASS 3

SCHEDULE OF BENEFITS FOR CLASS 4

ELIGIBILITY FOR INSURANCE

EFFECTIVE DATE OF INSURANCE

TERMINATION OF INSURANCE

CONTINUATION OF INSURANCE

LIFE INSURANCE BENEFITS

CLAIM PROVISIONS

ADMINISTRATIVE PROVISIONS

SCHEDULE OF RATES

GENERAL PROVISIONS

DEFINITIONS

SCHEDULE OF BENEFITS

Premium Due Date

Premiums are due in arrears on the date coinciding with the day of the Policy Anniversary Date or the last day of the month, if earlier.

For Texas residents: The coverage amount for an Employee under all Employer-sponsored group life programs is limited to seven (7) times his or her salary, or $250,000, whichever is greater. If the Employee’s Spouse and/or Dependent Children are eligible for coverage, their coverage amounts are subject to the same limit.

Classes of Eligible Employees

On the pages following the definition of eligible employees there is a Schedule of Benefits for each Class of Eligible Employees listed below. For an explanation of these benefits, please see the Description of Benefits provision.

If an Employee is eligible under one Class of Eligible Employees and later becomes eligible under a different Class of Eligible Employees, changes in his or her insurance due to the class change will be effective on the date of the change in class.

Class 1 All active, Full-time Employees classified as Senior Executives in Band 8 and Band 9 regularly working a minimum of 16 hours per week.

Class 2 All active, permanent Employees of the Employer and Full-time temporary Employees of the Employer whose appointment is for at least one year and consists of a prearranged, regularly scheduled tour of duty, excluding Senior Executives in Band 8 and Band 9.

Class 3 All Employees who retired from the Employer with an immediate annuity and were covered under the OCC Group Life plan for the lesser of 5 years or the entire period that coverage was available to the Employee.

Class 4 All disabled Employees of the Employer who were disabled prior to March 6, 2005 and were insured under the Prior Plan.

SCHEDULE OF BENEFITS FOR CLASS 1

Eligibility Waiting Period

The Eligibility Waiting Period is the period of time the Employee must be in Active Service to be eligible for coverage. It will be extended by the number of days the Employee is not in Active Service.

For Employees hired on or before the Policy Effective Date: No Waiting Period.

For Employees hired after the Policy Effective Date: No Waiting Period.

LIFE INSURANCE BENEFITS

Employee Benefits

Basic Life Benefit for Employees is based on Age Amount of Insurance

Age 35 or younger 1 times annual adjusted base compensation rounded to the next higher $1000 plus $2,000 times 2.

Age 36 1 times annual adjusted base compensation rounded to the next higher $1,000 plus $2,000 times 1.9.

Age 37 1 times annual adjusted base compensation times 1.8.

Age 38 1 times annual adjusted base compensation times 1.7.

Age 39 1 times annual adjusted base compensation times 1.6.

Age 40 1 times annual adjusted base compensation times 1.5.

Age 41 1 times annual adjusted base compensation times 1.4.

Age 42 1 times annual adjusted base compensation times 1.3.

Age 43 1 times annual adjusted base compensation times 1.2.

Age 44 1 times annual adjusted base compensation times 1.1.

Age 45 and over 1 times annual adjusted base compensation rounded to the next higher $1,000 plus $2,000.

Guaranteed Issue Amount: $600,000 Maximum Benefit: $600,000

Continuation Options

For Layoff Maximum Benefit Period: 12 months

For Leave of Absence

For Family Medical Leave Maximum Benefit Period: 12 weeks

For Disability

Applicable Coverages: Life Insurance Benefits for the Employee.

Terminal Illness Benefit 75% of Life Insurance Benefits in force on the date the Insured is determined by the Insurance Company to be Terminally Ill, subject to a Maximum Benefit of $225,000.

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SCHEDULE OF BENEFITS FOR CLASS 2

The Eligibility Waiting Period is the period of time the Employee must be in Active Service to be eligible for coverage. It will be extended by the number of days the Employee is not in Active Service.

For Employees hired on or before the Policy Effective Date: No Waiting Period.

times 2.

times 1.9.

times 1.8.

times 1.7.

times 1.6.

times 1.5.

times 1.4.

times 1.3.

Age 43 1 times annual adjusted base compensation times 1.2.

Age 44 1 times annual adjusted base compensation times 1.1.

For Layoff

For Leave of Absence

For Family Medical Leave Maximum Benefit Period: 12 weeks

Applicable Coverages: Life Insurance Benefits for the Employee

Terminal Illness Benefit 75% of Life Insurance Benefits in force on the date the Insured is

SCHEDULE OF BENEFITS FOR CLASS 3

The Eligibility Waiting Period is the period of time the Employee must be in Active Service to be eligible for coverage. It will be extended by the number of days the Employee is not in Active Service.

For Employees hired on or before the Policy Effective Date: No Waiting Period.

Amount of Insurance The in force basic life amount prior to retirement.

Guaranteed Issue Amount: $300,000 Maximum Benefit: $300,000

Age Based Reductions Life Insurance Benefit for an Employee age 65 and over will reduce to: 25% of the Life Insurance Benefit at age 65

For Layoff This option does not apply to this class of Employee.

For Leave of Absence This option does not apply to this class of Employee.

For Family Medical Leave This option does not apply to this class of Employee.

For Disability This option does not apply to this class of Employee.

Accelerated Benefits This option does not apply to this class of Employee.

Exhibit # 3

SCHEDULE OF BENEFITS FOR CLASS 4

The Eligibility Waiting Period is the period of time the Employee must be in Active Service to be eligible for coverage. It will be extended by the number of days the Employee is not in Active Service.

For Employees hired on or before the Policy Effective Date: No Waiting Period.

Amount of Insurance An amount on file with the Employer and the Insurance

Company Guaranteed Issue Amount: An amount on file with the Employer and the Insurance

Company Maximum Benefit: An amount on file with the Employer and the Insurance

Company

For Layoff This option does not apply to this class of Employee.

For Leave of Absence This option does not apply to this class of Employee.

For Family Medical Leave This option does not apply to this class of Employee.

Applicable Coverages: Life Insurance Benefits for the Employee.

Terminal Illness Benefit 75% of Life Insurance Benefits in force on the date the Insured is

ELIGIBILITY FOR INSURANCE

Classes of Eligible Persons A person may be insured only once under the Policy as an Employee, even though he or she may be eligible under more than one class.

Employee An Employee in one of the Classes of Eligible Employees shown in the Schedule of Benefits is eligible to be insured on the Policy Effective Date or the day after he or she completes the applicable Eligibility Waiting Period, if later.

If a person has previously converted his or her insurance under the Policy, he or she will not become eligible until the converted policy is surrendered. This does not apply to any amount of insurance that was previously converted under the Policy due to a reduction in the Employee's Life Insurance Benefits based on age or a change in class unless those conditions no longer affect the amount of coverage available to the Employee.

Except as noted in the Reinstatement Provision, if an Employee terminates coverage and later wishes to reapply, or if a former Employee is rehired, a new Eligibility Waiting Period must be satisfied. An Employee is not required to satisfy a new Eligibility Waiting Period if insurance ends because he or she is no longer in a Class of Eligible Employees, but continues to be employed by the Employer, and within one year becomes a member of an eligible class.

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EFFECTIVE DATE OF INSURANCE

An Employee will be insured for an amount not to exceed the Guaranteed Issue Amount on the date he or she becomes eligible, if the Employee is not required to contribute to the cost of this insurance.

An Employee who is required to contribute to the cost of this insurance may elect insurance for himself or herself only by authorizing payroll deduction in a form approved by the Employer and the Insurance Company. The effective date of this insurance depends on the date and amount of insurance elected.

If an individual elects coverage within 31 days after becoming eligible to enroll, or for any increases, the Guaranteed Issue Amount will be effective on the latest of the following dates:

1. The Policy Effective Date.

2. The date payroll deduction is authorized for this insurance.

3. The date the Employer or Insurance Company receives the completed enrollment form.

If an enrollment form is received more than 31 days after an individual is eligible to elect coverage, this insurance will be effective on the date the Insurance Company agrees in writing to insure that eligible person. The Insurance Company will require the eligible person to satisfy the Insurability Requirement before it agrees to insure him or her.

If an eligible person is not in Active Service on the date insurance would otherwise be effective, it will be effective on the date he or she returns to Active Service.

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TERMINATION OF INSURANCE

An Insured's coverage will end on the earliest of the following dates:

1. the date the Employee is eligible for coverage under a plan intended to replace this coverage;

2. the date the Policy is terminated by the Insurance Company;

3. the date the Insured is no longer in an eligible class;

4. the date coinciding with the end of the last period for which premiums are paid;

5. the date an Employee is no longer in Active Service; and

6. for an Employee, the date the Employer cancels participation under the Policy.

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CONTINUATION OF INSURANCE

If an Employee is no longer in Active Service, he or she may be eligible to continue insurance. The following provisions explain the continuation options available under the Policy. Please see the Schedule of Benefits to determine the applicability of these benefits on a class level.

Continuation for Layoff, Temporary Leave of Absence or Family Medical Leave If an Employee's Active Service ends due to a layoff, Employer approved unpaid leave of absence, or family medical leave of absence, insurance will continue for up to the Maximum Benefit Period shown in the Schedule of Benefits, if the required premium is paid.

Continuation for Disability If an Employee is under age 60 and his or her Active Service ends due to Disability, Life Insurance Benefits as shown in the Schedule of Benefits will continue until the earliest of the following dates.

1. The date the Employee is no longer Disabled.

2. The date the end of the Maximum Benefit Period for this benefit ends.

3. The day after the period for which premiums are paid.

If the Employee dies during this period, the Insurance Company will pay the Life Insurance Benefit in effect on the day before he or she became Disabled. However, the Life Insurance Benefit payable will be subject to the provisions of the Policy that may reduce or terminate coverage on account of age, retirement, acceleration or a change in eligible class.

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DESCRIPTION OF BENEFITS

The following provisions explain the benefits available under the Policy. Please see the Schedule of Benefits for the applicability of these benefits on a class level.

Death Benefit If an Insured dies, the Insurance Company will pay the Life Insurance Benefit in force for that Insured on the date of his or her death.

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Accelerated Benefits Any benefits payable under this Accelerated Benefits provision will reduce the Death Benefit payable for Life Insurance. Any automatic increases in Life Insurance Benefits will end when benefits are payable under this provision.

Terminal Illness Benefit The Insurance Company will pay a Terminal Illness Benefit to an Insured who has been determined by the Insurance Company to be Terminally Ill.

The Terminal Illness Benefit is payable only once in an Insured's lifetime.

Determination of Terminal Illness

For the purpose of determining the existence of a Terminal Illness, the Insurance Company will require the Insured submit the following proof.

1. A written diagnosis and prognosis by two Physicians licensed to practice in the United States.

2. Supportive evidence satisfactory to the Insurance Company, including but not limited to radiological, histological or laboratory reports documenting the Terminal Illness.

The Insurance Company may require, at its expense, an examination of the Insured and a review of the documented evidence by a Physician of its choice.

"Terminal Illness" means a person has a prognosis of 12 months or less to live, as diagnosed by a Physician.

TL-004748

Conversion Privilege for Life Insurance If coverage for an Insured ends for any reason, except for non-payment of premium, he or she may apply for a conversion policy of life insurance.

The conversion insurance may be a type of life insurance currently being offered for conversion by the Insurance Company at the Insured's age and in the amount requested. It may not be term insurance and it may not be for an amount greater than the Life Insurance Benefits in force under the Policy. Conversion life insurance will not provide accident, disability or other benefits.

However, if coverage ends because the Policy is terminated or amended to terminate any class of Insureds, or the Employer cancels participation under the Policy, coverage cannot be converted unless the individual has been insured under the Policy for at least 3 years. In this case, the amount of conversion insurance will be the lesser of the Life Insurance Benefit in force under the Policy, or $10,000.

To apply for conversion insurance, the Insured must within 31 days after coverage under the Policy ends, submit an application to the Insurance Company and pay the required premium. Evidence of insurability is not required. Premium for the conversion insurance will be based on the age and class of risk of the Insured and the type and amount of coverage issued.

Conversion insurance will become effective on the 31st day after the date coverage under the Policy ends, if the application is received by the Insurance Company and the required premium is paid on that date.

If the Insured dies during the 31 day conversion period, the Death Benefit will be paid under the Policy regardless of whether he or she applied for conversion insurance. If a conversion policy is issued, it will be in exchange for any benefits payable for that type and amount of insurance under the Policy.

Extension of Conversion Period If an Insured is eligible for conversion insurance and is not notified of this right at least 15 days prior to the end of the 31 day conversion period, the conversion period will be extended. The Insured will have 15 days from the date notice is given to apply for conversion insurance. In no event will the conversion period be extended beyond 90 days. Notice, for the purpose of this section, means written notice presented to the Insured by the Employer or mailed to the Insured's last known address as reported by the Employer.

Exhibit # 3

If the Insured dies during the extended conversion period, but more than 31 days after his or her coverage under the Policy terminates, Life Insurance Benefits will not be paid under the Policy. If the Insured's application for conversion insurance is received by the Insurance Company and the required premium is paid, Life Insurance Benefits will be payable under the conversion insurance.

Prior Conversion Limitation If an Insured is covered under a life insurance conversion policy previously issued by the Insurance Company, he or she will not be eligible for this Conversion Privilege unless the prior coverage has ended.

This does not apply to any amount of insurance that was previously converted under the Policy due to a reduction in the Insured's Life Insurance Benefits based on age or a change in class.

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CLAIM PROVISIONS

Notice of Claim Written notice, or notice by any other electronic/telephonic means authorized by the Insurance Company, must be given to the Insurance Company within 31 days after a covered loss occurs or begins or as soon as reasonably possible. If written notice, or notice by any other electronic/telephonic means authorized by the Insurance Company, is not given in that time, the claim will not be invalidated or reduced if it is shown that notice was given as soon as was reasonably possible. Notice can be given at our home office in Philadelphia, Pennsylvania or to our agent. Notice should include the Employer's Name, the Policy Number and the claimant's name and address.

Written notice or any other electronic/telephonic means authorized by the Insurance Company of a diagnosis of a Terminal Illness on which claim is based must be given to us within 60 days after the diagnosis. If notice is not given in that time, the claim will not be invalidated or reduced if it is shown that written notice or any other electronic/telephonic means authorized by the Insurance Company was given as soon as reasonably possible.

Claim Forms When the Insurance Company receives notice of claim, the Insurance Company will send claim forms for filing proof of loss. If claim forms are not sent within 15 days after notice is received by the Insurance Company, the proof requirements will be met by submitting, within the time required under the "Proof of Loss" section, written proof, or proof by any other electronic/telephonic means authorized by the Insurance Company, of the nature and extent of the loss.

Claimant Cooperation Provision Failure of a claimant to cooperate with the Insurance Company in the administration of the claim may result in termination of the claim. Such cooperation includes, but is not limited to, providing any information or documents needed to determine whether benefits are payable or the actual benefit amount due.

Insurance Data The Employer is required to cooperate with the Insurance Company in the review of claims and applications for coverage. Any information the Insurance Company provides in these areas is confidential and may not be used or released by the Employer if not permitted by applicable privacy laws.

Proof of Loss Written proof of loss, or proof by any other electronic/telephonic means authorized by the Insurance Company, must be given to the Insurance Company within 90 days after the date of the loss for which a claim is made. If written proof of loss, or proof by any other electronic/telephonic means authorized by the Insurance Company, is not given in that 90 day period, the claim will not be invalidated nor reduced if it is shown that it was given as soon as was reasonably possible. In any case, written proof of loss, or proof by any other electronic/telephonic means authorized by the Insurance Company, must be given not more than one year after that 90 day period. If written proof of loss, or proof by any other electronic/telephonic means authorized by the Insurance Company, is provided outside of these time limits, the claim will be denied. These time limits will not apply while the person making the claim lacks legal capacity.

Written proof, or any other electronic/telephonic means authorized by the Insurance Company, of loss for Accelerated Benefits must be furnished 90 days after the date of diagnosis. This proof must describe the occurrence, character and diagnosis for which claim is made.

In case of claim for any other loss, proof must be furnished within 90 days after the date of such loss.

If it is not reasonably possible to submit proof of loss within these time periods, the Insurance Company will not deny or reduce any claim if proof is furnished as soon as reasonably possible. Proof must, in any case, be furnished not more than a year later, except for lack of legal capacity.

Time of Payment Benefits due under the Policy for a loss, other than a loss for which the Policy provides installment payments, will be paid immediately upon receipt of due written proof of such loss.

Subject to the receipt of satisfactory written proof of loss, all accrued benefits for loss for which the Policy provides installments will be paid monthly; any balance remaining unpaid upon the termination of liability will be paid immediately upon receipt of due written proof, unless otherwise stated in the Description of Benefits.

To Whom Payable Death Benefits will be paid to the Insured's named beneficiary, if any, on file at the time of payment. If there is no named beneficiary or surviving beneficiary, Death Benefits will be paid to the first surviving class of the following living relatives: spouse; child or children; mother or father; brothers or sisters; or to the executors or administrators of the Insured's estate. The Insurance Company may reduce the amount payable by any indebtedness due.

All benefits payable under the Accelerated Benefits section are payable to the Insured, if living. If the Insured dies prior to the payment of an eligible claim for an Accelerated Benefit, benefits will be paid in accordance with the provisions applicable to the payment of Life Insurance proceeds, unless the Insured has directed us otherwise in writing. However, any payment made by us prior to notice of the Insured's death shall discharge us of any benefit that was paid.

All other benefits, unless otherwise stated in the Policy, will be payable to the Insured or the certificate owner if other than the Insured.

Any other accrued benefits which are unpaid at the Insured's death may, at the Insurance Company's option, be paid either to the Insured's beneficiary or to the executor or administrator of the Insured's estate.

If the Insurance Company pays benefits to the executor or administrator of the Insured's estate or to a person who is incapable of giving a valid release, the Insurance Company may pay up to $1,000 to a relative by blood or marriage whom it believes is equitably entitled. This good faith payment satisfies the Insurance Company's legal duty to the extent of that payment.

Change of Beneficiary The Insured may change the beneficiary at any time by giving written notice to the Employer or the Insurance Company. The beneficiary's consent is not required for this or any other change which the Insured may make unless the designation of beneficiary is irrevocable.

No change in beneficiary will take effect until the form is received by the Employer or the Insurance Company. When this form is received, it will take effect as of the date of the form. If the Insured dies before the form is received, the Insurance Company will not be liable for any payment that was made before receipt of the form.

Physical Examination and Autopsy The Insurance Company, at its expense, will have the right to examine any person for whom a claim is pending as often as it may reasonably require. The Insurance Company may, at its expense, require an autopsy unless prohibited by law.

Exhibit # 3

Legal Actions No action at law or in equity may be brought to recover benefits under the Policy less than 60 days after written proof of loss, or proof by any other electronic/telephonic means authorized by the Insurance Company, has been furnished as required by the Policy. No such action shall be brought more than 3 years after the time satisfactory proof of loss is required to be furnished.

Time Limitations If any time limit stated in the Policy for giving notice of claim or proof of loss, or for bringing any action at law or in equity, is less than that permitted by the law of the state in which the Employee lives when the Policy is issued, then the time limit provided in the Policy is extended to agree with the minimum permitted by the law of that state.

Physician/Patient Relationship The Insured will have the right to choose any Physician who is practicing legally. The Insurance Company will in no way disturb the Physician/patient relationship.

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ADMINISTRATIVE PROVISIONS

Premiums The premiums for this Policy will be based on the rates currently in force, the plan and the amount of insurance in effect.

If the Insured's coverage amount is reduced due to acceleration of his or her Death Benefit, his or her premium will be based on the amount of coverage he or she has in force on the day before the reduction took place. If the Insured's coverage amount is reduced due to his or her attained age, premium will be based on the amount of coverage in force on the day after the reduction took place.

Changes in Premium Rates The premium rates may be changed by the Insurance Company from time to time with at least 31 days advance written notice. No change in rates will be made until 31 months after the Policy Effective Date.

An increase in rates will not be made more often than once in a 12 month period. However, the Insurance Company reserves the right to change the rates even during a period for which the rate is guaranteed if any of the following events take place.

1. The terms of the Policy change.

2. A division, subsidiary, affiliated company or eligible class is added or deleted from the Policy.

3. There is a change in the factors bearing on the risk assumed.

4. Any federal or state law or regulation is amended to the extent it affects the Insurance Company's benefit obligation.

5. The Insurance Company determines that the Employer has failed to promptly furnish any necessary information requested by the Insurance Company, or has failed to perform any other obligations in relation to the Policy.

If an increase or decrease in rates takes place on a date that is not a Premium Due Date, a pro rata adjustment will apply from the date of the change to the next Premium Due Date.

Reporting Requirements The Employer must, upon request, give the Insurance Company any information required to determine who is insured, the amount of insurance in force and any other information needed to administer the plan of insurance.

Payment of Premium The first premium is due on the Policy Effective Date. After that, premiums will be due monthly unless the Employer and the Insurance Company agree on some other method of premium payment.

If any premium is not paid when due, the plan will be canceled as of the Premium Due Date, except as provided in the Policy Grace Period section.

Notice of Cancellation The Employer or the Insurance Company may cancel the Policy as of any Premium Due Date by giving 31 days advance written notice. If a premium is not paid when due, the Policy will automatically be canceled as of the Premium Due Date, except as provided in the Policy Grace Period section.

Policy Grace Period A Policy Grace Period of 31 days will be granted for the payment of the required premiums under this Policy. This Policy will be in force during the Policy Grace Period. The Employer is liable to the Insurance Company for any unpaid premium for the time this Policy was in force.

Reinstatement of Insurance Coverage may be reinstated without satisfying the Insurability Requirement, if an Employee's insurance ends because he or she is on an unpaid leave of absence and he or she applies for Reinstatement within 31 days of his return to Active Service.

After an Insured's coverage has ceased, it may be reinstated at any date prior to five years after the date of termination if the following conditions are met:

1. The Policy is still in force.

2. The Insured is eligible under the Policy.

3. A written request for reinstatement and a new enrollment form are sent to the Insurance

Company.

4. The required premium is paid.

5. The Insurability Requirement, if any, is satisfied.

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Exhibit # 3

SCHEDULE OF RATES

The following monthly rates apply to all Classes of Eligible Persons unless otherwise indicated.

FOR EMPLOYEE BENEFITS

Basic Life Insurance $.15 Per $1,000

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GENERAL PROVISIONS

Entire Contract The entire contract will be made up of the Policy, the application of the Employer, a copy of which is attached to the Policy, and the applications, if any, of the Insureds.

Incontestability All statements made by the Employer or by an Insured are representations not warranties. No statement will be used to deny or reduce benefits or as a defense to a claim, unless a copy of the instrument containing the statement has been furnished to the claimant. In the event of death or legal incapacity, the beneficiary or representative must receive the copy.

After two years from an Insured's effective date of insurance, or from the effective date of any added or increased benefits, no such statement will cause insurance to be contested except for fraud or eligibility for coverage.

Misstatement of Age If an Insured's age has been misstated, the Insurance Company will adjust all benefits to the amounts that would have been purchased for the correct age.

Policy Changes No change in the Policy will be valid until approved by an executive officer of the Insurance Company.

This approval must be endorsed on, or attached to, the Policy. No agent may change the Policy or waive any of its provisions.

Workers' Compensation Insurance The Policy is not in lieu of and does not affect any requirements for insurance under any Workers' Compensation Insurance Law.

Certificates A certificate of insurance will be delivered to the Employer for delivery to Insureds. Each certificate will list the benefits, conditions and limits of the Policy. It will state to whom benefits will be paid.

Assignment of Benefits The Insurance Company will not be affected by the assignment of an Insured's certificate until the original assignment or a certified copy of the assignment is filed with the Insurance Company. The Insurance Company will not be responsible for the validity or sufficiency of an assignment. An assignment of benefits will operate so long as the assignment remains in force provided insurance under the Policy is in effect. This insurance may not be levied on, attached, garnisheed, or otherwise taken for a person's debts. This prohibition does not apply where contrary to law.

Clerical Error A person's insurance will not be affected by error or delay in keeping records of insurance under the Policy. If such an error is found, the premium will be adjusted fairly.

Agency The Employer and Plan Administrator are agents of the Employee for transactions relating to insurance under the Policy. The Insurance Company is not liable for any of their acts or omissions.

TL-004726

DEFINITIONS

Please note, certain words used in this document have specific meanings. These terms will be capitalized throughout this document. The definition of any word, if not defined in the text where it is used, may be found either in this Definitions section or in the Schedule of Benefits.

Accident An Accident is a sudden, unforeseeable external event that causes bodily Injury to an Insured while coverage is in force under the Policy.

Active Service An Employee will be considered in Active Service with the Employer on a day which is one of the Employer's scheduled work days if either of the following conditions are met.

1. He or she is actively at work. This means the Employee is performing his or her regular occupation for the Employer on a Full-time basis, either at one of the Employer's usual places of business or at some location to which the Employer's business requires the Employee to travel.

2. The day is a scheduled holiday, vacation day or period of Employer approved paid leave of absence, other than disability or sick leave after 7 days.

An Employee is considered in Active Service on a day which is not one of the Employer's scheduled work days only if he or she was in Active Service on the preceding scheduled work day.

A person other than an Employee is considered in Active Service if he or she is able to perform all the activities another person of the same age and sex could normally perform and is not any of the following:

1. A patient in a hospital or hospice, or receiving outpatient care for chemotherapy or radiation therapy.

2. Confined at home under the care of a Physician for sickness or injury.

3. Unable to perform any of the Activities of Daily Living expected of a person of the same age without human supervision or assistance. The Activities of Daily Living are defined as follows:

a) Mobility - moving from one place to another by means of walking, with or without equipment, or using a wheelchair.

b) Dressing - putting on and taking off all necessary items of clothing including braces and artificial limbs if they are usually worn.

c) Toileting - cleansing self after elimination and adjusting clothing before and after using the toilet.

d) Transferring - moving in or out of a bed, chair or other seat, with or without equipment.

e) Feeding - getting food into the body, by any means, after it has been prepared and made available to the person.

4. Receiving disability benefits from any source due to his or her sickness or injury.

Annual Compensation An Employee's annual wage or salary as reported by the Employer for work performed for the Employer as of the date the covered loss occurs. It does not include amounts received as bonuses, commissions, overtime pay or other extra compensation.

Disabled An Employee is Disabled if, because of Injury or Sickness, he or she is unable to perform all the material duties of any occupation for which he or she may reasonably become qualified based on education, training or experience.

Employee For eligibility purposes, an Employee is an employee of the Employer in one of the "Classes of Eligible Employees." Otherwise, Employee means an employee of the Employer who is insured under the Policy.

Employer The Employer who has subscribed to the Policyholder and for the benefit of whose Employees this policy has been issued. The Employer, named as the Subscriber on the front of this Policy, includes any affiliates or subsidiaries covered under the Policy. The Employer is acting as an agent of the Insured for transactions relating to this insurance. The actions of the Employer shall not be considered the actions of the Insurance Company.

Full-time Full-time means the number of hours set by the Employer as a regular work day for Employees in the Employee's eligibility class.

Injury Any accidental loss or bodily harm which results directly and independently of all other causes from an Accident.

Insurability Requirement An eligible person will satisfy the Insurability Requirement for an amount of coverage on the day the Insurance Company agrees in writing to accept him or her as insured for that amount. To determine a person's acceptability for coverage, the Insurance Company will require evidence of good health and may require it be provided at the Employee's expense.

Insurance Company The Insurance Company underwriting the Policy is named on the Policy cover page.

Insured A person who is eligible for insurance under the Policy, for whom insurance is elected, the required premium is paid and coverage is in force under the Policy.

Physician Physician means a licensed doctor practicing within the scope of his or her license and rendering care and treatment to an Insured that is appropriate for the condition and locality. The term does not include an Employee, an Employee's spouse, the immediate family (including parents, children, siblings or spouses of any of the foregoing, whether the relationship derives from blood or marriage), of an Employee or spouse, or a person living in an Employee's household.

Prior Plan The Prior Plan refers to the plan of insurance providing similar benefits sponsored by the Employer in effect directly prior to the Policy Effective Date.

Sickness Any physical or mental illness.

TL-004708

PHILADELPHIA, PA 19192-2235

We, Office of the Comptroller of the Currency, whose main office address is Washington, DC, hereby approve and accept the terms of Group Policy Number FLX-960792 issued by the LIFE INSURANCE COMPANY OF NORTH AMERICA to the TRUSTEE OF THE GROUP INSURANCE TRUST FOR

EMPLOYERS IN THE SERVICES INDUSTRY.

This form is to be signed in duplicate. One part is to be retained by Office of the Comptroller of the Currency; the other part is to be returned to the LIFE INSURANCE COMPANY OF NORTH AMERICA.

Office of the Comptroller of the Currency

Signature and Title: _________________________________________ Date:__________________________

(This Copy Is To Be Returned To Life Insurance Company of North America)

PHILADELPHIA, PA 19192-2235

We, Office of the Comptroller of the Currency, whose main office address is Washington, DC, hereby approve and accept the terms of Group Policy Number FLX-960792 issued by the LIFE INSURANCE COMPANY OF NORTH AMERICA to the TRUSTEE OF THE GROUP INSURANCE TRUST FOR

EMPLOYERS IN THE SERVICES INDUSTRY.

This form is to be signed in duplicate. One part is to be retained by Office of the Comptroller of the Currency; the other part is to be returned to the LIFE INSURANCE COMPANY OF NORTH AMERICA.

Office of the Comptroller of the Currency

Signature and Title: _________________________________________ Date:__________________________

(This Copy Is To Be Retained By Office of the Comptroller of the Currency)

Group Life Insurance Certificate

Office of the Comptroller of the Currency

Exhibit # 3

IMPORTANT NOTICES

If you reside in one of the following states, please read the important notices below:

Arizona, Florida and Maryland residents:

The group policy is issued in the state of Delaware and will be governed by its laws. If you reside in a state other than Delaware, this certificate of insurance may not provide all of the benefits and protections provided by the laws of your state. PLEASE READ

YOUR CERTIFICATE CAREFULLY.

Texas residents:

IMPORTANT NOTICE: To obtain information or make a complaint:

You may call Special Marketing Division's toll-free telephone number for information or to make a complaint at 1-800-441-1832.

You may contact the Texas Department of Insurance to obtain information on companies, coverages, rights or complaints at 1-800-252-3439.

You may write the Texas Department of Insurance:

P O Box 149091 Austin, TX 78714-9104

FAX # (512) 475-1771

PREMIUM OR CLAIM DISPUTES: Should you have a dispute concerning your premium or about a claim you should contact the agent or company first. If the dispute is not resolved, you may contact the Texas Department of Insurance.

AVISO IMPORTANTE: Para obtener informacion o para someter una queja:

Usted Puede llamar al numero de telefono gratis de Special Marketing Division para informacion o para sometar una queja al 1-800-441-1832.

Puede comunicarse con el Departamento de Seguros de Texas para obtener informacion acerca de companias, coberturas, derechos o quejas al 1-800-252-3439.

Puede escribir al Departamento de Seguros de Texas:

P O Box 149091 Austin, TX 78714-9104

FAX # (512) 475-1771

DISPUTAS SOBRE PRIMAS O RECLAMOS: Si tiene una disputa concerniente a su prima o a un reclamo, debe comunicarse con el agente o la compania primero. Si no se resuelve la disputa, puede entonces comunicarse con el departamento (TDI).

Exhibit # 3

NOTICE

Benefits paid under the Accelerated Benefits provision will reduce the Death Benefit payable for life insurance.

Benefits payable under the Accelerated Benefits provision may be taxable. If so, the Employee or the Employee's beneficiary may incur a tax obligation. As with all tax matters, an Employee should consult with a personal tax advisor to assess the impact of this benefit. Accelerated Benefits are not payable if life insurance coverage under the Policy is not in force.

TL-004788

Exhibit # 3

FOREWORD

Life insurance provides individuals and their families with financial protection. The Life Insurance Benefit described in this booklet will help secure your family's financial security in the event of your death.

The need for life insurance protection depends on individual circumstances and financial situations. A portion of the cost of this coverage is provided by your Employer. You may need to contribute to the remaining cost of coverage through payroll deduction so that your benefit program is more comprehensive and responsive to your needs.

The following pages describe the main provisions of the life insurance plan available to you.

Insurance benefits described in the following pages will apply to you if your Employer has made this coverage available to you at no cost or you have elected the benefit and authorized payroll deduction for the required premium.

Exhibit # 3

1601 CHESTNUT STREET GROUP INSURANCE

PHILADELPHIA, PA 19192-2235 CERTIFICATE

(800) 732-1603 TDD (800) 552-5744

A STOCK INSURANCE COMPANY

We, the LIFE INSURANCE COMPANY OF NORTH AMERICA, have issued a Group Policy, FLX-960792, to TRUSTEE OF THE GROUP INSURANCE TRUST FOR EMPLOYERS IN THE SERVICES INDUSTRY on behalf of Office of the Comptroller of the Currency.

This certificate describes the benefits and basic provisions of your coverage. You should read it with care so you will understand your coverage.

This is not the insurance contract. It does not waive or alter any of the terms of the Policy. If questions arise, the Policy will govern. You may examine the Policy at the office of the Policyholder or the Administrator.

This certificate replaces any and all certificates which may have been issued to you in the past under the Policy.

TL-004704

SCHEDULE OF BENEFITS

WHO IS ELIGIBLE

WHEN COVERAGE BEGINS

WHEN COVERAGE ENDS

WHEN COVERAGE CONTINUES

LIFE INSURANCE BENEFITS

CLAIM PROVISIONS

ADMINISTRATIVE PROVISIONS

GENERAL PROVISIONS

DEFINITIONS

Policy Effective Date: March 6, 2005

Policy Anniversary Date: October 2

Policy Number: FLX-960792

Class Definition

You are eligible for insurance if you are a member of the class defined below.

All active, permanent Employees of the Employer and Full-time temporary Employees of the Employer whose appointment is for at least one year and consists of a prearranged, regularly scheduled tour of duty, excluding Senior Executives in Band 8 and Band 9.

Your Eligibility Waiting Period

The Eligibility Waiting Period is the period of time you must be in Active Service to be eligible for coverage. It will be extended by the number of days you are not in Active Service.

If you were hired on or before the Policy Effective Date:

No Waiting Period

If you were hired after the Policy Effective Date:

No Waiting Period

If an Insured is eligible under one Class of Eligible Employees and later becomes eligible under a different Class of Eligible Employees, changes in his or her insurance due to the class change will be effective on the date of the change in class.

times 2 times 1.9 times 1.8 times 1.7

Exhibit # 3 times 1.6 times 1.5 times 1.4 times 1.3

Age 43 1 times annual adjusted base compensation Rounded to the next higher $1,000 plus $2000 times 1.2

Age 44 1 times annual adjusted base compensation times 1.1

Terminal Illness Benefit

Maximum Benefit: $225,000

WHO IS ELIGIBLE

Classes of Eligible Persons A person may be insured only once under the Policy as an Employee, even though he or she may be eligible under more than one class.

Employee If you qualify under the Class Definition shown in…