ATTACHMENT TO PMA FINANCIAL PLANNING PROGRAM CONSULTING AGREEMENT FINANCIAL PLANNING PROGRAM LICENSE AGREEMENT THIS FINANCIAL PLANNING PROGRAM LICENSE AGREEMENT (the “Agreement”) is entered into by and between PMA FINANCIAL NETWORK, INC., an Illinois corporation (“PMA”), whose principal office is located at 2135 CityGate Lane, Naperville, IL 60563 and the Illinois School District Client reflected in the attached PMA Financial Planning Program Consulting Agreement for Fiscal Year 2012 (hereinafter “District”). WHEREAS, District has entered into a PMA Financial Planning Program Consulting Agreement for Fiscal Year 2012 (“FPP Consulting Agreement”); and WHEREAS, PMA has developed a web-based Financial Planning Program (hereinafter PMA FPP”) that enables Illinois school district clients, including the District, to interact directly with the PMA FPP through the web platform and input different assumptions, perform “what-if” scenarios and generate various reports within the discretion of the District; and WHEREAS, the District desires to have access to PMA FPP for such purposes and PMA has agreed to make available to the District the PMA FPP through the web-based platform subject to the terms and conditions contained herein, and District has agreed to limit its use of the PMA FPP as herein required. NOW, THEREFORE, intending to be legally bound hereby, the parties hereto agree as follows: 1. License. During the term of the FPP Consulting Agreement, PMA hereby grants to District a limited, revocable, non¬transferable license to use the PMA FPP solely for its internal business needs except as expressly provided herein. 2. Limited Use and Disclosure of PMA FPP. There are restrictions on the use of the PMA FPP and its reports and information derived from PMA FPP as follows: i) the District may use the PMA FPP reports received from PMA personnel for “public use” in such public meetings and for any other purpose provided the document is used in its entirety with such disclaimers as contained on the original document. If the public document is not provided in its entirety, PMA reserves the right, prior to each instance of public dissemination or production to a third party, to review and edit any relevant content of the publication where PMA, PMA FPP or any reports or information derived therefrom are disseminated; and ii) the District may use the PMA FPP web-based platform for its use to generate, modify and archive different financial projections based on assumptions selected and utilized by the District. District may save and print reports and export data from the PMA FPP web-based at the discretion of the District, provided however, that any report or information shall maintain or insert the original PMA disclaimers on such written materials and PMA retains the right, prior to each instance of public dissemination or production to a third party, to review and edit any relevant content of the publication where PMA, PMA FPP or any reports or information derived therefrom are disseminated. Notwithstanding the foregoing, District may disclose the PMA FPP reports or information to its external auditors and/or its regulators as reasonably necessary. Subject to the preceding sentence, and except as otherwise required by law, District shall not release or provide access to the PMA FPP itself to any third party, including without limitation any competitor of PMA, without the prior written consent of PMA, which consent may be withheld in PMA’s sole, but reasonable, discretion. 3. Passwords. PMA shall provide District with a password for employee(s) of the District (hereinafter “User”) to access and use the web-based platform on behalf of District. In the event that a District is issued multiple passwords, each password will only be provided with access to the files for that particular password/User. District agrees to require that its User(s) protect and maintain the privacy of such password, and not share the password with any other persons. District agrees to be solely responsible for the safekeeping and privacy of such password and accepts any liability from the misuse of such passwords. District further agrees to contact PMA immediately in the event that the User is no longer employed or otherwise permitted to act on behalf of District so that PMA may terminate access to such User. In that case, PMA will issue the District a new password for access to the PMA FPP system. 4. Data Inputs. District understands that all data and assumptions provided and used in the PMA FPP system are provided by the District, and any resulting output and reports are wholly dependant on the quality of such data. PMA does not undertake any investigation or examination with respect to such data and the completeness and accuracy of any PMA FPP reports resulting from the use of such data is solely the responsibility of the District. 5. Disclaimer of Warranties. District acknowledges and agrees that PMA makes no representations or warranties whatsoever regarding the PMA FPP, or the results that District may yield therefrom. The PMA FPP is provided “AS IS.” TO THE FULLEST EXTENT PERMITTED BY LAW, PMA AND ITS AFFILIATES (as defined below) DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE AS TO THE PMA FPP AND ANY RESULTS THAT DISTRICT MAY YIELD THEREFROM. NEITHER PMA NOR ITS AFFILIATES GUARANTEE THE ADEQUACY, ACCURACY, OR COMPLETENESS OF THE PMA FPP OR ANY COMPONENT THEREOF OR ANY RESULTS THEREFROM. PMA AND ITS AFFILIATES SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS OR OMISSIONS IN THE FPP OR THE RESULTS ACHIEVED THEREFROM. DISTRICT’S USE OF THE PMA FPP AND DISTRICT’S USE AND RELIANCE UPON THE RESULTS ACHIEVED THEREFROM ARE AT DISTRICT’S OWN RISK. 6. Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT WHATSOEVER SHALL PMA OR ITS AFFILIATES OR THEIR THIRD-PARTY LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, OR LOST TIME OR GOOD WILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE. PMA AND ITS AFFILIATES SHALL NOT BE LIABLE (EXCEPT AS EXPRESSLY PROVIDED IN SECTION 7 BELOW) FOR ANY CLAIMS AGAINST DISTRICT BY THIRD PARTIES, INCLUDING TO THE FULLEST EXTENT PERMITTTED BY LAW, ANY GOVERNMENTAL AGENCY. NO ACTION, REGARDLESS OF FORM, ARISING FROM OR PERTAINING TO THE PMA FPP MAY BE BROUGHT BY DISTRICT MORE THAN ONE (1) YEAR AFTER SUCH ACTION HAS ACCRUED. 7. PMA’s Proprietary Rights/Injunctive Relief. (a) All proprietary rights (including, but not limited to, copyrights, trade secrets, and trademark rights) in the PMA FPP, including all software and documentation contained or included therein, are and shall remain the sole and exclusive property of PMA and its Affiliates. The PMA FPP was created by PMA and its Affiliates through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort and money, and the PMA FPP constitutes the valuable intellectual property of PMA and its Affiliates. District shall protect the copyrights, trade secrets, trademarks, and other proprietary rights of PMA and its Affiliates in the PMA FPP, including, but not limited to, any contractual, statutory, or common-law rights, during and after the term of this Agreement. (b) Except as permitted in Section 2 above, District shall not disclose to any third party the PMA FPP, or its use of the same, or any reports or information from the PMA FPP. If, however, in the course of reporting to any federal or state agency, oversight board, or in the context of any litigation, arbitration, Freedom of Information Act request or other legal proceeding, District is required or subpoenaed to produce the PMA FPP, or any information relating to or from the PMA FPP or PMA, to the fullest extent permitted by law, District shall first notify PMA, affording PMA the opportunity to challenge, quash or otherwise limit the disclosure demanded. District shall fully cooperate with any such efforts undertaken by PMA. (c) Copying of, use of, access to or distribution of the PMA FPP or any information, or software contained therein in breach of this Agreement shall cause PMA and its Affiliates irreparable injury that cannot be adequately compensated for by means of monetary damages. Any breach hereof by District may be enforced by PMA or its Affiliates by means of equitable relief (including, but not limited to, injunctive relief) in addition to any other rights and remedies that may be available. In the event PMA has reasonable grounds to believe District is violating the terms and/or conditions set forth in this Agreement, then PMA shall have the right to suspend and/or terminate the license granted herein. District and its Affiliates shall be jointly and severally liable to indemnify and hold harmless PMA and its Affiliates from and against any and all costs, claims, damages or liabilities (including reasonable attorneys’ fees) arising from any breach of the limitations or restrictions set forth in this Agreement. 8. Termination. The license granted hereunder is revocable in the sole, but reasonable, discretion of PMA if (i) PMA reasonably believes that District has violated any terms of this Agreement, (ii) the FPP Consulting Agreement between District and PMA has terminated for any reason; (iii) PMA determines to discontinue or replace PMA FPP for any reason. If termination is based on (iii) above due to PMA FPP being replaced by another program, provided that District is a party to FPP Consulting Agreement with PMA for the fiscal year which has not been terminated, then upon District’s request, PMA and District may negotiate for a license to enable District to use the new program. 9. Indemnification. District shall indemnify, defend and hold harmless PMA and its Affiliates, and all of their officers, directors, shareholders, employees and agents (the “indemnified parties”) from and against any and all claims arising from or relating to any use by District of the PMA FPP, and/or the results therefrom, whether direct or indirect, including but not limited to any (a) incorrect, omitted and/or unauthorized information provided by District, (b) misrepresentations made by District regarding the FPP program, (c) failure to comply with District policy, state, and federal law, or (d) actions or investments arising from the gross negligence or willful misconduct of the District. 10. Miscellaneous. (a) Governing Law. This Agreement is made and entered into and shall be interpreted, construed and enforced in accordance with the laws of the State of Illinois without giving effect to the conflicts of laws provisions thereof. The parties hereto and their successors and permitted assigns irrevocably consent to the exclusive jurisdiction of any courts located in the State of Illinois for the resolution of any disputes arising from or related to this Agreement, whether such action is based in contract, tort or otherwise. (b) Definition: The Affiliate, as used herein, means any entity owned, controlled or under common control with the applicable party, whether directly or indirectly. (c) Entire Agreement. This Agreement represents the entire agreement between the parties with respect to its subject matter and supersedes all previous agreements, representations, discussions, understandings or writings between the parties with respect to its subject matter. There are no oral or written collateral representations, agreements or understandings. (d) Terms of Agreement. District agrees and acknowledges that the terms and conditions of this Agreement shall be protected as confidential information and shall not be disclosed by District to any third parties except as expressly permitted herein. (e) Authority to enter into Agreement. Each party warrants that its entry into this Agreement is lawful and does not violate any other agreement to which it is a party. The provisions and terms of any other agreement between the parties shall be of no effect and shall not in any way extend or amend the terms and conditions set forth in this Agreement unless expressly accepted in writing by an authorized officer of PMA. No amendment of this Agreement shall be binding upon the parties unless in writing and signed by an authorized representative of the parties. (f) Assignment. District shall not assign this Agreement, nor the license granted herein, to any third party whatsoever without PMA’s prior written consent. (g) Headings. Headings used in this Agreement are for reference purposes only. (h) Waiver. The failure of a party to insist upon strict compliance with any term or condition of this Agreement on any occasion shall not be construed as a waiver with regard to any subsequent failure to comply with such term or condition. No waiver of any term or condition of this Agreement shall be effective unless agreed to in writing by the party making the waiver. (i) Compliance with Law. District shall, in its use of PMA FPP and the results therefrom, comply with all applicable laws and regulations, now or hereinafter in effect. (j) Severability. If any term or condition hereof is found by a court, administrative agency or jurisdiction to be unenforceable, the remaining terms and conditions hereof shall remain in full force and effect and shall be enforceable to the maximum extent permitted by law. 10. Notices. All notices and other communications under this agreement shall be in writing and shall be deemed to have been duly delivered if delivered by hand or sent by prepared, registered or certified mail, return receipt requested, with acknowledgement by the receiving party as of the date received, to the address listed on the first page of the FPP Consulting Agreement or to such other address as either party shall specify in a written notice to the other.

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