Payroll Processor Endorsement

In consideration of the premium for which this Insurance is written it is understood and agreed that section V of the Policy is hereby amended as follows:

1. Payroll Processor is added to the list of insured capacities under the definition of Professional Services; and
2. The following definition of Payroll Processor is hereby added to this Policy.

   "Payroll Processor" means one who provides one or more of the following services for a fee to individuals or entities having 5 or fewer employees:

1. preparing United States Federal or State payroll tax filings (hereinafter "Payroll Filings");
2. collecting, preparing or organizing reports, correspondence, tax and payroll records or other similar financial documents necessary for the preparation of such Payroll Filings;
3. filing Payroll Filings with appropriate Federal or State taxing authorities;
4. corresponding with Federal or State taxing authorities on behalf of clients regarding Payroll Filings;
5. calculating estimated tax payments as well as payroll income tax, FICA, and state disability withholdings;
6. preparing and issuing payroll checks;
7. making tax payments incident to Payroll Filings to Federal or State taxing authorities;
8. providing consultation or training in connection with pre-packaged or on-line Payroll Filings software.

All other terms and conditions of the Policy remain unchanged.

Payroll Processor Endorsement (12/08)