UNITED STATES OF AMERICA,                       Plaintiff,                   v. PROFESSIONAL CONSULTANTS    INSURANCE COMPANY, INC.,                   Defendant.

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Civil No. 1:05CV01272 Judge: Glady Kessler Deck Type: Antitrust Date Stamp: 6/24/05

STIPULATION

It is stipulated by and between the undersigned parties, by their respective attorneys, that:

1. The Court has jurisdiction over the subject matter of this action and of the parties hereto, and venue of this action is proper in the District of Columbia.

2. The parties stipulate that a proposed Final Judgment in the form attached as Exhibit A may be entered by the Court, upon the motion of any party or upon the Court's own motion, at any time after compliance with the requirements of the Antitrust Procedures and Penalties Act, 15 U.S.C. § 16, and without further notice to any party or other proceedings, provided that the United States has not withdrawn its consent, which it may do at any time before the entry of the proposed Final Judgment by serving notice thereof on Defendant and by filing that notice with the Court.

3. Defendant shall abide by and comply with the provisions of the proposed Final Judgment, pending the Judgment's entry by the Court, or until expiration of time for all appeals of any Court ruling declining entry of the proposed Final Judgment, and shall, from the date of the signing of this Stipulation by the parties, comply with all the terms and provisions of the proposed Final Judgment as though the same were in full force and effect as an order of the Court.

4. This Stipulation shall apply with equal force and effect to any amended proposed Final Judgment agreed upon in writing by the parties and submitted to the Court.

5. In the event the United States has withdrawn its consent or the proposed Final Judgment is not entered pursuant to this Stipulation, the time has expired for all appeals of any Court ruling declining entry of the proposed Final Judgment, and the Court has not otherwise ordered continued compliance with the terms and provisions of the proposed Final Judgment, then the parties are released from all further obligations under this Stipulation, and the making of this Stipulation shall be without prejudice to any party in this or any other proceeding.

FOR PLAINTIFF UNITED STATES OF AMERICA: _______________/s/________________ Mark J. Botti (D.C. Bar # 416948) Litigation I Section Antitrust Division U.S. Department of Justice 1401 H Street, N.W., Suite 4000 Washington, D.C. 20530 (202) 307-0001 Facsimile: (202) 307-5802

FOR DEFENDANT PROFESSIONAL CONSULTANTS INSURANCE COMPANY, INC.: _______________/s/________________ Sean F. Boland (D.C. Bar # 249318) Howrey LLP 1299 Pennsylvania Avenue, N.W. Washington, D.C. 20004 (202) 783-0800 Facsimile: (202) 383-6610

Dated: June 24, 2005