EXHIBIT A

24-Hour Roadside Assistance Service Programs
Auto Assist®, Driver’s Security®

Terms & Conditions Contract and Membership Programs:

A. TOLL-FREE 24-HOUR EMERGENCY ROADSIDE ASSISTANCE SERVICE:

24-Hour Emergency Roadside Assistance Service is available to Customers and Members throughout the United States, Canada, Puerto Rico, Mexico and the U.S. Virgin Islands, 24 hours a day, 365 days a year. The Customer or Member simply calls the private label, toll-free number provided in their Customer Agreement or Membership and an ISP will be dispatched to their Covered Vehicle’s disablement location for the Covered Service(s) needed. Assistance will be provided to any driver of the Covered Vehicle for Covered Emergencies up to the Benefit Amount per Dispatch Episode shown below. For any amount exceeding the Program’s Benefit Amount, it will be the Customer or Member’s responsibility to pay the ISP (service provider) directly for the additional charges at the time of service. Note: There will be a limit of one (1) disablement accepted for the same Covered Service type during any continuous seven (7) day period.

Program Name Benefit Amount:
Auto Assist® $100.00
Driver’s Security® $100.00

Covered Services are limited to public roads including accessible driveways and parking lots or locations where the Covered Vehicle can be safely reached from a normally traveled hard-surfaced road or established thoroughfare. Covered Services do not include off-road locations or a location where the Covered Vehicle cannot be lawfully towed.

Covered Emergencies/Covered Services are as follows:

1. Towing Assistance
When towing is necessary, the Covered Vehicle will be towed as follows:

i. Auto Assist® Contracts – To the issuing dealer if within twenty five (25) miles of the disablement site. If the disablement site is further than twenty five (25) miles from the issuing dealer, the Covered Vehicle will be towed to the nearest service facility or to any location requested by the Customer or Member.

ii. Driver’s Security® – To the to the nearest service facility.

2. Collision Assistance
If a Customer or Member is involved in an accident or collision in their Covered Vehicle, Towing Assistance will be provided when needed to direct the Covered Vehicle to the issuing dealer, nearest repair facility or any location requested by the Customer or Member as set forth in their Customer Agreement or Membership and Paragraph A(1) above.

3. Battery Assistance
If a battery failure occurs, a jump-start will be applied to start the Covered Vehicle. Towing Assistance will be provided, if necessary.

4. Flat Tire Assistance
Service consists of the removal of the Covered Vehicle’s flat tire and its replacement with the spare tire located with the Covered Vehicle. Towing Assistance will be provided, if necessary.

5. Fuel, Oil, Fluid and Water Delivery Service
An emergency supply of fuel, oil, fluid and water will be delivered to any Customer or Member whose Covered Vehicle is in immediate need. The Customer or Member must pay the ISP at the disablement site for the actual cost of the fuel or fluid delivered.

6. Lock-out Assistance
If a Customer or Member’s keys are locked inside of their Covered Vehicle, the service will provide for assistance in gaining entry to the Covered Vehicle.

B. ADDITIONAL COVERED SERVICE FOR DRIVER’S SECURITY® PROGRAM:

1. Driver’s Valet
If the Covered Vehicle is disabled and alternate transportation is needed, Encore Services, Inc. will assist the Member in obtaining a rental vehicle from a premier national rental car company. The Member will take advantage of Encore Services, Inc.’s preferred partner customer service and rental rate schedule from the rental company.

C. NON-COVERED ITEMS:

The following items are not included as Covered Services:

1. Cost of parts; replacement keys, fluids, fuel, lubricants; cost of installation of products or material; and, additional labor relating to towing. Any and all taxes, fines or tolls. Any service covered under a valid manufacturer’s warranty or service.

2. Non-emergency mounting or removing of any tires, snow tires, or chains. Shoveling snow from around a Covered Vehicle. Tire Repair. Extrication or Winching. Motorcycles, trucks over one-and-one-half ton capacity, antique vehicles (meaning vehicles over 20 years old or out of manufacture for 10 years or more), taxicabs, limousines, or other commercial or delivery vehicles. Recreational vehicles (including self-motorized RVs), camping trailers, travel trailers, or any vehicles in tow. Damage or disablement due to fire, flood or vandalism.

3. Towing from or repair work performed at a service station, garage or repair shop. Towing by other than a licensed service station or garage; vehicle storage charges; a second tow for the same disablement. Service on a Covered Vehicle that is not in a safe condition to be towed or serviced or that may result in damage to the vehicle if towed or serviced. Non-emergency towing or service. Towing or service on roads not regularly maintained, such as sand beaches, open fields, forests, and areas designated as not passable due to construction. Towing at the direction of a law enforcement officer relating to traffic obstruction, impoundment, abandonment, illegal parking, or other violations of law.

4. Coverage shall not be provided in the event of emergencies resulting from the use of intoxicants or narcotics, or the use of the Covered Vehicle in the commission of a felony.

5. Repeated service calls for a Covered Vehicle in need of routine maintenance or repair. Reimbursement for services received independently from Encore Services, Inc. without prior authorization from Encore Services, Inc.. Only one (1) disablement for the same Covered Service type during any seven (7) day period will be accepted. THIS IS NOT A ROADSIDE ASSISTANCE REIMBURSEMENT PROGRAM.

D. ANCILLARY BENEFITS FOR DRIVER’S SECURITY® PROGRAM

1. Custom Trip Routing Service
For business or pleasure, Encore Services, Inc. will offer Members custom trip routing maps. Detailed information is prepared in easy-to-read, easy-to-follow formats by experienced professional experts and either mailed or emailed to the Member. Routings are available for the United States and Canada only.

2. Emergency Message Relay
Encore Services, Inc. will provide assistance in relaying an emergency message to up to three (3) family members, friends, business associates, (etc.) for any Member who is involved in a vehicular emergency and needs an emergency message sent to notify another party of their delay or emergency situation.

3. $50.00 Ambulance Service Reimbursement*
If the Member or the Member’s spouse is involved in a vehicle accident and needs an ambulance, Encore Services, Inc. will reimburse the Member up to $50.00 to help defray the cost. The accident must be vehicle related but is not restricted to the Member’s Covered Vehicle. *Note: Ambulance Service Reimbursement is not available in Georgia, New York and Virginia.

4. $1,000 Hit And Run Reward
A $1,000 reward will be paid for information leading to the arrest and conviction of anyone who flees the scene after hitting the Covered Vehicle. Member, Member’s spouse and law enforcement officers are not eligible for the $1,000 reward for the Covered Vehicle.

E. ADDITIONAL ANCILLARY BENEFITS FOR DRIVER’S SECURITY® PROGRAM

1. $1,000 Covered Vehicle Theft Reward
A $1,000 reward will be paid for information leading to the arrest and conviction of anyone who steals the Covered Vehicle. Member, Member’s spouse and law enforcement officers are not eligible for the $1,000 reward for the Covered Vehicle. This reward does not cover any loss due to vandalism or stolen contents.

2. Encore Services, Inc. Savings Connection
Car rental, hotel, travel, entertainment and attraction discounts may be accessed via Encore Services, Inc.’s Savings Connection website. Members can save up to 50% on hotel stays and receive savings for car rentals, theme parks, prescriptions, restaurants, retail locations and much more at www.encoreprotection.com/savings. First time users will be provided an activation code. If the user has any issues logging on or using a discount code, they may call a friendly customer service agent at the dedicated toll-free number for assistance.

3. Emergency Travel Expense Reimbursement*
Encore Services, Inc. provides up to five hundred dollars ($500.00) (a maximum of one hundred sixty-seven ($167) dollars per day for up to three (3) days) for Emergency Travel Expenses if the Covered Vehicle**, being operated by the Member or the Member’s spouse, is disabled by collision 100 miles or more from the Member’s residence. Reimbursable charges include lodging, meals, and transportation including airline and car rentals.
*Note: Emergency Travel Expense is not available in NY.

The following conditions must apply for the Member to qualify for reimbursement of expenses under the Emergency Travel Expense benefit: If an accident resulting from a collision with another vehicle or object (reported in writing to state or local police), while Member’s Covered Vehicle is being operated by the Member or their spouse, and which occurs at least 100 miles from Member’s residence and results in an accidental disablement of the Member’s Covered Vehicle, the Member may be reimbursed for one or more of the expenses below if incurred within three (3) days (72 hours) following the accident. (Note: Mechanical failure of Member’s Covered Vehicle is not covered by this benefit.)

• Commercial transportation (by common carrier licensed to carry passengers for hire) to the Member’s residence or destination and return to pick up the Member’s disabled Covered Vehicle after repair.
• Local commercial lodging and meals (incurred in the vicinity where the collision occurred).
• Rental of a replacement automobile obtained from any bona fide car rental agency or the repairing facility.

For reimbursement of expenses listed in this section, Member must forward to Encore Services, Inc., within sixty (60) days*** of the accidental disablement, Member’s name, Membership number, complete mailing address, daytime telephone number, legible and original (not photocopies) paid receipts validated by the companies providing services, and a bona-fide copy of the filed accident report.
** Kansas residents are not restricted to owned vehicles.
*** Wisconsin residents are not restricted to filing claims within 60 days.

Non-Covered Expenses for Emergency Travel Expense Reimbursement include:
• Expenses for breakdowns resulting from causes other than an accident/collision (e.g., mechanical failure).
• Expenses incurred due to the theft of the Covered Vehicle.
• Expenses incurred outside of the 72-hour (three day) time limit.
• Meals and lodging not purchased in the vicinity where the Covered Vehicle is being repaired or not purchased from a provider customarily in the business of selling such services.
• Expenses incurred in the name of someone other than the Member or Member’s spouse.
• Telephone calls, photocopying fees, and expenses not specifically identified above as covered.
4. Legal Defense Reimbursement*
Encore Services, Inc. will reimburse the Member for legal fees incurred for an attorney’s appearance in court to defend the Member or the Member’s spouse against conviction for a violation of a motor vehicle law arising out of the ownership or use of an automobile**. The Member may select their own attorney. Certain restrictions apply.
*Note: Legal Defense Reimbursement is not available in Alabama, California and New York.

The following conditions must apply for the Member to qualify for reimbursement of expenses under the Legal Defense Reimbursement benefit: In order for the Member or Member’s spouse to qualify for reimbursement, they must not be using the vehicle involved in the commission of a crime (whether or not they are charged with that crime). This Legal Defense Reimbursement benefit covers only violations occurring during the Membership term. Only one reimbursement will be made for all charges arising out of the same occurrence based on the schedule below for the violation charged which allows the largest maximum payment:

RECKLESS/CARELESS DRIVING MANSLAUGHTER OTHER MOTOR VEHICLE LAW VIOLATION
Trial Defense $100 Trial Defense $300 Trial Defense $50
Appeal $100 Appeal $200 Appeal $50
TOTAL $200 TOTAL $500 TOTAL $100

Claims must be sent to Encore Services, Inc. by the Member within 60*** days after the trial and appeal (if appealed), including Member name, Membership number, mailing address, daytime telephone number, a copy of the arrest citation and the original (not a photocopy) paid receipt for the attorney’s fee.

**Benefits are not applicable when:
• Intoxicated or under the influence of narcotics.
• Failure to appear on a prior traffic violation, while, driving on a suspended, revoked, or invalid permit or for a felony.
***Wisconsin Residents are not limited to 60 days for filing of claims.

EXHIBIT B

DISPATCH SERVICE PARAMETERS

Encore Services, Inc. agrees to the following Dispatch Service Parameters for 24-Hour Roadside Assistance Service calls:

1. Actual contact by an Encore Services, Inc. assistance coordinator with the ISP is a requirement for dispatching calls. This excludes leaving messages on answering machines or with answering services.

2. ISPs will be chosen based on ETAs, service capabilities, service availability and proximity to disablement location. If the ETA is not less than one (1) hour, additional ISPs will be contacted when possible. Extenuating circumstances outside of Encore Services, Inc.’s control including but not limited to flooding, natural disasters, snow storms, inclement weather, police control or re-routing of vendor network and Acts of God may delay ISP response times. Encore Services, Inc. agrees to work to obtain the best ETAs possible in light of those situations and will notify any stranded Covered Vehicle driver of the cause of such delay.

3. An Encore Services, Inc. assistance coordinator will dispatch the call, and then Encore Services, Inc. will contact the driver of the Covered Vehicle to confirm that the call has been dispatched (if the driver is at a reachable return number). Encore Services, Inc. will provide the driver with the ISP’s ETA to the disabled vehicle and, if possible, the name of the ISP that has been dispatched to assist with the disablement; provided, however, that any automated follow up calls may not specifically reference the dispatched ISP by name.