Exhibit 10.3
This
Employment Agreement (“
Agreement”) is entered into effective as of October 10,
2007 (the “
Effective Date”), by and between The Xxxx Group Inc., a
Louisiana corporation
(collectively with its affiliates and subsidiaries hereinafter referred to as, the
“
Company”), and Xxxx X. Wild (“
Employee”). The Company and Employee shall
hereinafter be referred to collectively as the “
Parties”.
WHEREAS, the Company employs Employee and desires to continue such employment relationship.
and Employee desires to continue such employment relationship.
NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and
agreements contained herein, and for other valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the Parties agree as follows:
1. Employment. The Company hereby continues its employment of Employee, and Employee
hereby accepts continued employment by the Company, on the terms and conditions set forth in this
Agreement.
2. Term of Employment. Subject to the provisions for earlier termination provided in
this Agreement, the term of this Agreement (the “Term”) shall be two years commencing on
the Effective Date.
3. Employee’s Duties.
(a) During the Term, Employee shall serve as Vice President & Chief Accounting Officer of the
Company, or such other similar financial position(s) as the Chief Financial Officer of the Company
may determine from time to time, with such duties and responsibilities as may from time to time be
assigned to him by the Board of Directors of the Company (the “Board”), the Chief Executive Officer or the
Chief Financial Officer of the Company, provided that such duties are consistent with the customary
duties of such position(s).
(b) Employee agrees to devote Employee’s full attention and time during normal business hours
to the business and affairs of the Company and to use reasonable best efforts to perform faithfully
and efficiently Employee’s duties and responsibilities. Employee shall not, either directly or
indirectly, enter into any business or employment with or for any Person (defined below) other than
the Company during the Term; provided, however, that Employee shall not be
prohibited from making financial investments in any other company or business or from serving on
the board of directors of any other company, subject in each case to the provisions set forth in
the Nonsolicitation and Noncompete Agreement (defined below) and the Company’s Code of Conduct or
similar guidelines. For the purposes of this Agreement, the term “Person” shall mean any
individual, corporation, limited or general partnership, limited liability company, joint venture,
association, trust or other entity or organization, whether or not a legal entity. Employee shall
at all times observe and comply with all lawful directions and instructions of the Board.
4. Compensation.
(a) Base Compensation. For services rendered by Employee under this Agreement, the
Company shall pay to Employee a base salary (“Base Compensation”) of $335,000 per annum,
payable in accordance with the Company’s customary pay periods and subject to customary withholdings. The amount of Base
Compensation will be subject to review by the Board on an annual
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basis as of the close of each fiscal year of the Company and may be increased as the Board may deem appropriate. In the event
the Board deems it appropriate to increase Employee’s annual base salary, said increased amount
shall thereafter be the Base Compensation for the purposes of this Agreement. Employee’s Base
Compensation, as increased from time to time, may not be decreased unless agreed to by Employee.
Nothing contained herein shall prevent the Board from paying additional compensation to Employee in
the form of bonuses or otherwise during the Term.
(b) Annual Bonus. During the Term, Employee will be eligible to participate in the
Company’s discretionary management incentive program as established by the Board (as the same may
be amended from time to time), with an annual performance bonus range of 0% — 200% of Employee’s
bonus target (the “Bonus Target”), which Bonus Target shall initially be an amount equal to
50% of Employee’s Base Compensation. The Bonus Target may be adjusted annually. Annual bonus
payments will be subject to customary withholdings.
(c) Long Term Incentive Awards. Employee will be eligible to participate in the
Company’s discretionary long term incentive plan during the course of employment with the Company,
subject to the terms and conditions of the applicable plan. All stock-based awards are subject to
shareholders’ approval of shares to be allocated to the Company’s long term incentive plan and
granted under the strict purview of the Compensation Committee of the Board.
5. Additional Benefits. In addition to the compensation provided for in Section 4,
Employee shall be entitled to the following:
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(a) Business Expenses. The Company shall, in accordance with any rules and
policies that it may establish from time to time for its executive officers, reimburse
Employee for business expenses reasonably incurred in the performance of Employee’s duties.
It is understood that Employee is authorized to incur reasonable business expenses for
promoting the business of the Company, including reasonable expenditures for travel,
lodging, meals and client or business associate entertainment. Requests for reimbursement
for such expenses must be accompanied by appropriate documentation.
(b) Vacation. Employee shall be entitled to four weeks of vacation per year,
without any loss of compensation or benefits. Employee shall be entitled to carry forward
any unused vacation time.
(c) General Benefits. Employee shall be entitled to participate in the various
Employee benefit plans or programs provided to the Employees of the Company in general,
including, without limitation, health (including ExecuCare), dental, disability, 401k,
accident and life insurance plans. Benefits are subject to the eligibility requirements
with respect to each of such benefit plans or programs, and such other benefits or
perquisites as may be approved by the Board during the Term. Nothing in this Section 5(c)
shall be deemed to prohibit the Company from making any changes in any of the plans,
programs or benefits described in this Section 5(c), provided the change similarly affects all executive officers of the Company that are
similarly situated.
6. Confidentiality; Nonsolicitation and Noncompete.
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(a) Employee hereby acknowledges that the Company possesses certain Confidential Information
(defined below) that is peculiar to the businesses in which the Company is or may be engaged.
Employee hereby affirms that such Confidential Information is the exclusive property of the Company
and that the Company has proprietary interests in such Confidential Information. For the purposes
of this Agreement, the term “Confidential Information” shall mean any and all information
of any nature and in any form that at the time or times concerned is not generally known to Persons
(other than the Company) that are engaged in businesses similar to that conducted or contemplated
by the Company (other than by the act or acts of an employee not authorized by the Company to
disclose such information) which may include, without limitation, the Company’s existing and
contemplated products and services; the Company’s purchasing, accounting, marketing and
merchandising methods or practices; the Company’s development data, theories of application and/or
methodologies; the Company’s customer/client contact and/or supplier information files; the
Company’s existing and contemplated policies and/or business strategy; any and all samples and/or
materials submitted to Employee by the Company; and any and all directly and indirectly related
records, documents, specifications, data and other information with respect thereto. Employee
further acknowledges by signing this Agreement that the Company has expended much time, cost and difficulty in developing and maintaining the
Company’s customers.
(b) Employee shall (i) use the Confidential Information solely for the purpose of performing
Employee’s duties on behalf of the Company and for no other purpose whatsoever, (ii) not, directly
or indirectly, at any time during or after
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Employee’s employment by the Company, disclose Confidential Information to any other Person (except to the Company’s officers in connection with
Employee’s duties on behalf of the Company) or use or otherwise exploit Confidential Information to
the detriment of the Company, and (iii) not lecture on or publish articles with respect to
Confidential Information. In the event of a breach or threatened breach of the provisions of this
Section 6(b), the Company shall be entitled, in addition to any other remedies available to the
Company, to an injunction restraining Employee from disclosing such Confidential Information.
(c) Upon termination of employment of Employee for whatever reason, Employee shall surrender
to the Company any and all documents, manuals, correspondence, reports, records and similar items
then or thereafter coming into the possession of Employee that contain any Confidential
Information; provided, however, that the Company will provide Employee reasonable
access to such Confidential Information to the extent required by Employee in connection with the
defense of any cause of action, dispute, proceeding or investigation made or initiated against
Employee by any Person other than the Company related to the employment of Employee by the Company
or the performance by Employee of its duties in the course of such employement.
(d) Employee agrees that, as part of the consideration for this Agreement and as an integral
part hereof, Employee has executed, delivered and agreed to be bound by the Nonsolicitation and
Noncompete Agreement attached hereto as Exhibit A, as well as any subsequent addenda
thereto.
7. Termination.
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(a) This Agreement may be terminated prior to the end of the Term as set forth below:
(i) Resignation (other than for Good Reason). Employee may resign, including by
reason of retirement, Employee’s position at any time by providing written notice of
resignation to the Company. In the event of such resignation (except in the case of
resignation for Good Reason (defined below)), this Agreement shall terminate, and Employee
shall not be entitled to further compensation pursuant to this Agreement other than the
payment of any Base Compensation and other benefits (e.g., vacation, unreimbursed business
expenses, etc.) accrued and unpaid as of the date of Employee’s resignation and the
retention of Long Term Incentives (defined below) (if any) that have vested or become
exercisable on or before the date of such resignation in accordance with the plans governing
such Long Term Incentives (which Long Term Incentives remain subject to, and must thereafter
be exercised in accordance with, the plans governing such Long Term Incentives).
(ii) Death. If Employee’s employment is terminated due to Employee’s death,
any Base Compensation and other benefits (e.g., vacation, unreimbursed business expenses, etc.) accrued and unpaid as of the date of
Employee’s death and other benefits payable pursuant to the Company’s benefit plans will be
paid to Employee’s surviving spouse or estate, and one year of paid group health and dental
insurance benefits shall be provided by the Company to Employee’s surviving spouse and minor
children. Employee shall also become immediately and totally vested
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in any and all option shares, restricted shares or units or other similar awards granted to Employee by the
Company under any long term incentive plan duly adopted by the Board (“Long Term
Incentives”) prior to the Date of Termination (which Long Term Incentives remain subject
to, and must thereafter be exercised in accordance with, any plans governing such Long Term
Incentives). After said payments, provision of insurance benefits and vesting of Long Term
Incentives, this Agreement shall terminate, and the Company shall have no obligations to
Employee or Employee’s legal representatives with respect to this Agreement.
(iii) Discharge.
(A) The Company may terminate Employee’s employment for any reason at any time
upon written notice delivered to Employee.
(B) In the event that Employee’s employment is terminated by the Company for
any reason other than Employee’s Misconduct or Disability (both as defined below),
the following shall occur:
(1) the Company shall pay to Employee, pro rata over
the next 24 months
in accordance with the Company’s customary pay periods and subject to
customary withholdings, an amount equal to the product of (x) the sum of (I)
Employee’s Base Compensation as in effect immediately prior to the Date of
Termination, plus (II) the highest single
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bonus paid by the Company
to Employee in the two fiscal years prior to the Date of Termination,
multiplied by (y) 2.0;
(2) for 18 months, the Company, at its sole
cost, shall provide (or
arrange to provide) to Employee (and, as applicable, Employee’s dependents)
dental, disability, accident and life insurance, and group health insurance
benefits (including ExecuCare) (collectively, “Welfare Benefits”)
substantially similar to those that Employee (and Employee’s dependents)
were receiving immediately prior to the Date of Termination;
provided, however, that the Welfare Benefits otherwise
receivable by Employee pursuant to this clause (2) shall be reduced to the
extent comparable Welfare Benefits are actually received by Employee (and/or
Employee’s dependents) during such period under any other employer’s welfare
plan(s) or program(s), with Employee being obligated to promptly disclose to
the Company any such comparable Welfare Benefits; and
(3) Employee shall become immediately and totally
vested in any and all
Long Term Incentives granted to Employee by Company prior to the Date of
Termination (which Long Term Incentives remain subject to, and must
thereafter be exercised in accordance with, any plans governing such Long
Term Incentives).
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(C) Notwithstanding anything to the contrary in this Agreement, in the event
that Employee is terminated because of Misconduct, the Company shall have no
obligations pursuant to this Agreement after the Date of Termination other than the
payment of any unpaid Base Compensation accrued through the the Date of Termination.
For the purposes of this Agreement, the term “Misconduct” shall mean:
(1) (A) any willful breach or habitual neglect
of duty by Employee or
(B) Employee’s material and continued failure to substantially perform
Employee’s duties with the Company (other than any such failure resulting
from Employee’s incapacity due to a Disability) (i) in a professional manner
and (ii) in a manner that is reasonably expected as appropriate for the
position, in the case of either (A) or (B), which breach, neglect or failure
is not cured by Employee within 30 days from receipt by Employee of written
notice from the Company that specifies the alleged breach, neglect or failure;
(2) the misappropriation or attempted
misappropriation by Employee of a
material business opportunity of the Company, including an attempt to secure
any personal profit in connection with entering into any transaction on
behalf of the Company;
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(3) the intentional misappropriation or attempted
misappropriation by
Employee of any of the Company’s funds or property;
(4) the violation by Employee of the Company’s
Code of Corporate
Conduct or Fraud Policy; or
(5) (A) the commission by Employee of a felony
offense or a misdemeanor
offense involving violent or dishonest behavior or (B) Employee engaging in
any other conduct involving fraud or dishonesty.
(D) Disability. If Employee shall have been absent from the full-time
performance of Employee’s duties with the Company for 120 consecutive calendar days
as a result of Employee’s incapacity due to a Disability, Employee’s employment may
be terminated by the Company. For the purposes of this Agreement, a
“Disability” shall exist if:
(1) Employee is unable to engage in any substantial
gainful activity by
reason of any medically determinable physical or mental impairment that can
be reasonably expected to result in death or can be expected to last for a
continuous period of not less than 12 months; or
(2) Employee is, by reason of any medically
determinable physical or
mental impairment that can be reasonably expected to result in death or can
be expected to last for a continuous period of not less than 12 months,
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receiving income replacement benefits for a period of not less than three
months under an accident and health plan covering employees of the Company.
If Employee is terminated pursuant to this Section 7(a)(iii)(D), Employee shall not be
entitled to further compensation pursuant to this Agreement, except that Employee shall (1)
be paid monthly (but only for up to a 12 month period beginning with the Date of
Termination) the amount by which Employee’s monthly Base Compensation exceeds the monthly
benefit received by Employee pursuant to any disability insurance covering Employee,
(2) continue to receive paid Welfare Benefits for Employee and Employee’s dependents for the
12 month period beginning with the Date of Termination, and (3) become immediately and
totally vested in any and all Long Term Incentives granted to Employee by Company prior to
the Date of Termination (which Long Term Incentives remain subject to, and must
thereafter be exercised in accordance with, any plans governing such Long Term Incentives).
(iv) Resignation for Good Reason. Employee shall be entitled to terminate
Employee’s employment for Good Reason (as defined herein). If Employee terminates
employment for Good Reason, Employee shall be entitled to the compensation and Welfare
Benefits provided in Section 7(a)(iii)(B). For the purposes of this Agreement, the term
“Good Reason” shall mean the occurrence of any of the following circumstances
without Employee’s express written consent unless such breach or circumstance is
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fully corrected prior to the Date of Termination specified in the Notice of Termination given in
respect thereof:
(A) any material diminution of Employee’s duties or responsibilities (other
than in connection with the termination of Employee for Misconduct or Disability in
accordance with the terms of this Agreement);
(B) the failure by the Company to continue to provide Employee with benefits
substantially similar to those enjoyed by other executive officers who have entered
into similar
employment agreements with Employer under any of the Company’s medical,
health, accident, life insurance and/or disability plans in which Employee was
participating immediately prior to such time;
(C) any material change in the geographic location at which Employee must
perform its services under this Agreement; or
(D) any other material breach by the Company of its obligations under this
Agreement without Employee’s express written consent, which breach is not cured by
the Company within 30 days from receipt by the Company of written notice from
Employee that specifies the alleged breach.
(v) Resignation for Corporate Change. Employee shall be entitled to terminate
Employee’s employment for a Corporate Change (as defined herein), but only if Employee gives
notice of Employee’s intent to terminate employment within 90 days following the effective
date of such Corporate Change. If Employee terminates employment for a Corporate
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Change, Employee shall be entitled to the compensation and benefits provided in Section
7(a)(iii)(B). For the purposes of this Agreement, a “Corporate Change” shall occur
if:
(A) any “person” (as defined in Section 3(a)(9) of the Securities
Exchange Act
of 1934 (as amended, the “Exchange Act”), and as used in Section 13(d) and
14(d) thereof, including a “group” as defined in Section 13(d) of the Exchange Act
but excluding any 10% or larger shareholder of record of the Company as of the
Effective Date), directly or indirectly, becomes the “beneficial owner” (as defined
in Rule 13d-3 under the Exchange Act) of securities of the Compay representing 50%
or more of the combined voting power of the Company’s then oustanding securities
that are entitled to vote with respect to the election of the Board; or
(B) as a result of or in connection with a contested election, the members of
the Board as of the Effective Date shall cease to constitute a majority of the
Board. For the purposes of this Section, the term “contested” shall not include
election by a majority of the current Board.
(b) Notice of Termination. Any purported termination of Employee’s employment by the
Company under Section 7(a)(iii)(C) or (D), or by Employee under Section 7(a)(i), (iv) or (v), shall
be communicated by written Notice of Termination (defined below) to the other Party in accordance
with Section 10. For the purposes of this Agreement, the term “Notice of Termination”
shall mean a notice that (i) in the case of termination by the Company, shall set forth in
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reasonable detail the reason for such termination of Employee’s employment and the Date of
Termination, or (ii) in the case of resignation by Employee, shall specify in reasonable detail the
basis for such resignation and the Date of Termination. A Notice of Termination validly given by
Employee pursuant to Section 7(a)(iv) shall be effective even if given after the receipt by
Employee of notice that the Board has set a meeting to consider terminating Employee for
Misconduct. Any purported termination for which a Notice of Termination is required that is not
effected pursuant to this Section 7(b) shall not be effective.
(c) Date of Termination, Etc. The “Date of Termination” shall mean the date
specified in the Notice of Termination, provided that the Date of Termination shall be at least 15
calendar days following the date the Notice of Termination is given. Notwithstanding the
foregoing, in the event that Employee is terminated for Misconduct, the Company may refuse to allow Employee access to the Company’s
offices (other than to allow Employee to collect Employee’s personal belongings under the Company’s
supervision) prior to the Date of Termination.
(d) Mitigation. Employee shall not be required to mitigate the amount of any payment
provided for in this Section 7 by seeking other employment or otherwise, nor shall the amount of
any payment provided for in this Agreement be reduced by any compensation earned by Employee as a
result of employment by another employer, except as otherwise expressly set forth herein and except
that any severance amounts payable to Employee pursuant to the Company’s severance plan or policy
for employees in general shall reduce the amount otherwise payable pursuant to Section
7(a)(iii)(B).
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(e) Excess Parachute Payments. Notwithstanding anything in this Agreement to the
contrary, to the extent that any payment or benefit received or to be received by Employee
hereunder in connection with the termination of Employee’s employment would, as determined by tax
counsel selected by the Company, constitute an “Excess Parachute Payment” (as defined in Section
280G of the Internal Revenue Code), the Company shall fully “gross up” such payment so that
Employee is in the same “net” after tax position he would have been if such payment and gross up
payments had not constituted Excess Parachute Payments.
8. Non-exclusivity of Rights. Nothing in this Agreement shall prevent or limit
Employee’s continuing or future participation in any benefit, bonus, incentive
or other plan or program provided by the Company and for which Employee may qualify, nor shall
anything herein limit or otherwise adversely affect such rights as Employee may have under any Long
Term Incentives granted by the Company.
9. Assignability. The obligations of Employee hereunder are personal and may not be
assigned or delegated by Employee or transferred in any manner whatsoever, nor are such obligations
subject to involuntary alienation, assignment or transfer. The Company shall have the right to
assign this Agreement and to delegate all rights, duties and obligations hereunder, either in whole
or in part, to any parent, affiliate, successor or subsidiary of the Company, so long as the
obligations of the Company under this Agreement remain the obligations of the Company.
10. Notice. For the purposes of this Agreement, all notices and other communications
provided for in this Agreement shall be in writing and shall be deemed to have been duly given when
delivered by Federal Express or similar
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courier addressed (a) to the Company, at its principal office address, directed to the attention of the Board with a copy to the Corporate Secretary of
the Company, and (b) to Employee, at Employee’s residence address on the records of the Company, or
to such other address as either Party may have furnished to the other in writing in accordance
herewith except that notice of change of address shall be effective only upon receipt.
11. Severability. In the event that one or more of the provisions set forth in this
Agreement shall for any reason be held to be invalid, illegal, overly broad or unenforceable, the
same shall not affect the validity or enforceability of any other provision of this Agreement, but this Agreement shall be construed as if such invalid,
illegal, overly broad or unenforceable provisions had never been contained therein;
provided, however, that no provision shall be severed if it is clearly apparent
under the circumstances that the Parties would not have entered into the Agreement without such
provision.
12. Successors; Binding Agreement.
(a) The Company shall require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business and/or the assets of the
Company to expressly assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession had taken place.
Failure of the Company to obtain such agreement prior to the effectiveness of any such succession
shall constitute Good Reason under Section 7(a)(iv); provided that, for purposes of
implementing the foregoing, the date on which any such succession becomes effective shall be deemed
the Date of Termination. As used
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herein, the term “Company” shall include any successor to
all or substantially all of its business and/or assets as aforesaid that executes and delivers the
Agreement provided for in this Section 12 or that otherwise becomes bound by all terms and
provisions of this Agreement by operation of law.
(b) This Agreement and all rights of Employee hereunder shall inure to the benefit of and be
enforceable by Employee’s personal or legal representatives, executors, administrators, successors,
heirs, distributees, devisees and legatees.
13. Miscellaneous.
(a) No provision of this Agreement may be modified, waived or discharged unless such waiver,
modification or discharge is agreed to in writing and signed by Employee and such officer as may be
specifically authorized by the Board.
(b) No waiver by either Party at any time of any breach by the other Party of, or in
compliance with, any condition or provision of this Agreement to be performed by such other Party
shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any
prior or subsequent time.
(c) Together with the Nonsolicitation and Noncompete Agreement, this Agreement is an
integration of the Parties’ agreement; no agreement or representations, oral or otherwise, express
or implied, with respect to the subject matter hereof have been made by either Party, except those
which are set forth expressly in this Agreement.
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(d) THE VALIDITY, INTERPRETATION, CONSTRUCTION AND PERFORMANCE OF THIS AGREEMENT SHALL BE
GOVERNED BY THE LAWS OF THE STATE OF
LOUISIANA.
14. Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original but all of which together will constitute one and the same
instrument.
15. Arbitration.
(a) Employee and the Company agree that any dispute regarding the covenants herein and/or the
validity of this Agreement and its addenda, if any, shall be resolved through arbitration. Employee and the Company hereby expressly
acknowledge that Employee’s position in the Company and the Company’s business have a substantial
impact on interstate commerce and that Employee’s development and involvement with the Company and
the Company’s business have a national and international territorial scope commercially. Any
arbitration-related matter or arbitration proceeding of a dispute regarding the covenants herein
and/or the validity of this Agreement and its addenda shall be governed, heard, and decided under
the provisions and the authority of the Federal Arbitration Act, 9 U.S.C.A. §1,
et seq., and shall
be submitted for arbitration to the office of the American Arbitration Association (“
AAA”)
in New Orleans,
Louisiana, on demand of either Party.
(b) Such arbitration proceedings shall be conducted in New Orleans,
Louisiana, and shall be
conducted in accordance with the then-current Employment Arbitration Rules and Mediation Procedures
of the AAA. Each Party shall have the right to be represented by counsel or other designated
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representatives. The Parties shall negotiate in good faith to appoint a mutually acceptable
arbitrator; provided, however, that, in the event that the Parties are unable to
agree upon an arbitrator within 30 days after the commencement of the arbitration proceedings, the
AAA shall appoint the arbitrator. The arbitrator shall have the right to award or include in his
or her award any relief that he or she deems proper under the circumstances, including, without
limitation, all types of relief that could be awarded by a court of law, such as money damages
(with interest on unpaid amounts from the date due), specific performance and
injunctive relief. The arbitrator shall issue a written opinion explaining the reasons for
his or her decision and award. The award and decision of the arbitrator shall be conclusive and
binding upon both Parties, and judgment upon the award may be entered in any court of competent
jurisdiction. The Parties acknowledge and agree that any arbitration award may be enforced against
either or both of them in a court of competent jurisdiction, and each waives any right to contest
the validity or enforceability of such award. The Parties further agree to be bound by the
provisions of any statute of limitations that would be otherwise applicable to the controversy,
dispute, or claim that is the subject of any arbitration proceeding initiated hereunder. Without
limiting the foregoing, the Parties shall be entitled in any such arbitration proceeding to the
entry of an order by a court of competent jurisdiction pursuant to a decision of the arbitrator for
specific performance of any of the requirements of this Agreement. The provisions of this Section
15 shall survive and continue in full force and effect subsequent to and notwithstanding expiration
or termination of this Agreement for any reason. Employee and the Company acknowledge and agree
that any and all rights they
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may have to resolve their claims by a jury trial are hereby expressly
waived. The provisions of this Section 15 do not preclude Employee from filing a complaint with
any federal, state, or other governmental administrative agency, if applicable.
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IN WITNESS WHEREOF, the Parties have executed this Agreement on October 31, 2007, effective
for all purposes as of the Effective Date.
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THE XXXX GROUP INC.
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By: |
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx |
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General Counsel and Corporate Secretary |
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EMPLOYEE
/s/ Xxxx X. Wild
Xxxx X. Wild
THE XXXX GROUP INC.
NONSOLICITATION AND NONCOMPETE AGREEMENT
This Nonsolicitation and Noncompete Agreement (“Agreement”) is made and entered into
as of October 10, 2007, between The Xxxx Group Inc. (together with its affiliated companies (as set
forth in Exhibit A), the “Company”) and Xxxx X. Wild (“Executive”). The Company
and Executive shall hereinafter be referred to collectively as the “Parties”.
RECITALS
1. The Company and Employee are parties to that certain
Employment Agreement dated effective of
even date herewith (the “
Employment Agreement”), pursuant to which the Company and Employee
have agreed to the continued employment of Executive with the Company, during which employment
Executive shall perform those duties set forth in the
Employment Agreement as well as any other
duties requested of him;
2. As part of Executive’s duties and responsibilities, Executive will have access to confidential
information of the Company and, by virtue of his employment with the Company, will have direct
contact with and will establish personal relationships with various customers of the Company; and
3. The Company and Executive recognize the Company’s need to protect the Company’s confidential and
proprietary interest in the Company’s business, business relationships, and the work product
produced by Executive on behalf of the Company in the course of Executive’s employment; and
4. As consideration, in part, for the
Employment Agreement, Executive and the Company enter into
this Agreement.
NOW, THEREFORE, Executive and the Company agree as follows:
AGREEMENT
Section 1. Company Property. All personal property and equipment furnished to or
prepared by Executive in the course of or incident to Executive’s employment belong to the Company
and shall be promptly returned to the Company upon termination of Executive’s employment or at such
other time as the Company may request. Personal property includes, without limitation, all books,
manuals, records, reports, notes, contracts, lists, and other documents, electronic files, and all
other proprietary information relating to the business of the Company and/or its affiliates.
Following termination of employment, Executive will not retain any written or other tangible
material containing any proprietary information of the Company.
Section 2. Non-Solicitation. At all times during Executive’s employment and for the
Applicable Period (as defined below) thereafter, Executive will not, directly or indirectly, either
on Executive’s own account or jointly with or as a manager, agent, officer, employee,
consultant, independent contractor, partner, joint venturer, owner, financier, shareholder, or
otherwise on behalf of any other person, firm, or corporation, offer employment to, solicit, or
attempt to solicit away from the Company or its affiliates any of their officers or employees or
offer employment to any person who, during the six (6) months immediately preceding the date of
such solicitation or offer, is or was an officer or employee of the Company or any of its
affiliates. For the purposes of this Agreement, the term “Applicable Period” shall mean (a) if,
prior to expiration of the Term (as defined in the
Employment Agreement), Executive resigns from
employment or the Company terminates Executive’s employment for Disability or Misconduct (as each
such term is defined in the
Employment Agreement), the period ending two years from the Date of
Termination (as defined in the
Employment Agreement), and (b) if (i) the Employment Agreement
terminates upon expiration of the Term or (ii) the Company terminates Executive’s employment for a
reason other than Disability or Misconduct, the period ending on such termination date.
Section 3. Covenant Not to Compete. As a condition of employment and in consideration
of the terms of the Employment Agreement pursuant to which this is being executed, Executive
acknowledges and agrees to the following:
(a) Executive acknowledges that he is intimately involved in the management of the
Company, its expansion, and its acquisition or creation of the affiliated companies, as set
forth in Exhibit A. Executive acknowledges and agrees that the business of the Company is
providing engineering, construction, procurement, maintenance, environmental and
infrastructure services,1 and pipe fabrication services, as more fully set forth
on the Company’s Form 10-K dated October 31, 2006 (the “Form 10-K”).
(b) Based on Executive’s high level in management of the Company and based on the
knowledge, information, and experience that the Executive has gained and will gain through
his management position in the Company and Executive’s ability to build a competing company
engaging in some or all of the services provided by the Company, Executive acknowledges that
the scope of this Agreement should be broad, both geographically and in the scope of conduct
prohibited.
(c) Executive acknowledges that the Company now conducts business and provides services
throughout the United States to federal agencies, federally-owned
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1 |
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Environmental and infrastructure services include the
delivery of environmental restoration, regulatory compliance, facilities
management, emergency response, and design and construction services,
environmental consulting, engineering and construction services to
private-sector and state and local government customers. These environmental
services include complete life cycle management, construction management,
Operation and Maintenance (O&M) services, and environmental services including
emergency response and high hazard and toxic waste cleanups and on-site
remedial activities site selection, permitting, design, build, operation,
decontamination, demolition, remediation and redevelopment, identification of
contaminants in soil, air and water and the subsequent design and execution of
remedial solutions, project and facilities management and other related
services for non-environmental construction, watershed restoration, emergency
response services and outsourcing of privatization markets. These
Infrastructure services include program management, operations and maintenance
solutions to support and enhance domestic and global land, water and air
transportation systems, and commercial port and marine facilities. |
- Page 2 of 6 -
facilities or federally-controlled political subdivisions, state and local governments
and political subdivisions, and domestic and non-domestic commercial customers. Executive
acknowledges that as of the date of this Agreement, the Company delivers services through a
network of over 180 locations, including approximately 22 international locations and
approximately 22 fabrication and manufacturing facilities. Executive acknowledges and
agrees that at the time of signing this agreement, the Company conducts business in the
geographic territory (the “Restricted Area”) set forth in Exhibit B. Executive
agrees that the Company may periodically revise the Restricted Area to reflect any changes
in the geographic territory in which the Company is conducting business. Executive agrees
that, as consideration for the Employment Agreement, Executive agrees to sign addenda to
this agreement which update the Restricted Area to reflect geographic territories in which
the Company conducts its business. Executive agrees that the Company may periodically
revise the description of the business of the Company to reflect changes in the Company’s
business. Executive also agrees that, as consideration for the Employment Agreement,
Executive agrees to sign addenda to this Agreement which update the description of the
business of the Company to coincide with the description of the business of the Company as
set forth in the Company’s current Form 10-K.
(d) Executive agrees that at all times during Executive’s employment with the Company
and for the Applicable Period thereafter, Executive shall not, directly or indirectly,
whether personally or through agents, associates, or co-workers, whether individually or in
connection with any corporation, partnership, or other business entity, and whether as an
employee, owner, partner, financier, joint venturer, shareholder, officer, manager, agent,
independent contractor, consultant, or otherwise, establish, carry on, or engage in a
business similar to that of the Company or any of its affiliates, in the Restricted Area, as
defined in Exhibit B, attached. This prohibition includes, without limitation, that
Executive will not perform the following in the Restricted Area:
(i) Solicit or provide, directly or indirectly, engineering, construction,
procurement, maintenance, Environmental, and pipe fabrication services, or any of
these, to any persons or entities who are or were customers of the Company or any of
its affiliates at any time prior to Executive’s separation from employment;
(ii) Establish, own, become employed with, consult on business matters with, or
participate in any way in a business engaged in engineering, construction,
procurement maintenance, Environmental, and pipe fabrication services, or any of
these, except to the extent that the Company or any of its affiliates do not provide
the same type of services as such business provides; and
(iii) Provide consulting services for, invest in, become employed by, or
otherwise become associated from a business perspective with competitors of the
Company or any of its affiliates, including but not limited to Xxxxxx Engineering
Group Inc.; Fluor Corporation; URS Corporation; Halliburton; Xxxxxx Industries
Group, L.L.C.; Xxxxxxx Group, Inc.; KBR, Inc.; Chicago Bridge & Iron Company N.V.;
CH2M Hill; Black & Xxxxxx Corporation; Xxxxxx Xxxxxxx Ltd.; and
- Page 3 of 6 -
Washington Group International, Inc., or any of their respective subsidiaries,
parent companies, affiliates, or successors.
This prohibition does not prohibit Executive from engaging in a business solely within an
area or areas not contained in the Restricted Area, so long as that business does not
provide in the Restricted Area the same or similar services or conduct the same or similar
business as the Company or its affiliates.
(e) Executive acknowledges that the business of the Company is extremely competitive in
nature, that the remedy at law for any breach of this covenant will be inadequate, and that
in the event of a breach the Company shall be entitled to injunctive relief and specific
performance, as well as any and all other remedies at law or in equity to which the Company
is entitled. Executive acknowledges that the provisions contained in this Section are
reasonable and valid in all respects and are a reasonable and necessary protection of the
legitimate interests of the Company and that any violation of these provisions would cause
substantial injury to the Company.
Section 4. Miscellaneous Provisions.
(a) Employment Rights. This Agreement shall not be deemed to confer upon Executive
any right to continue in the employ of the Company for any period or any right to continue
employment at Executive’s present or any other rate of compensation.
(b) Amendment. This Agreement may only be amended or modified in a writing executed
by both the Company and Executive. No oral waivers or extensions shall be binding on the parties.
(c) Waiver. No term or condition of this Agreement shall be deemed to have been
waived, nor shall there be any estoppel against the enforcement of any provision of this Agreement,
except by written instrument signed by the Party charged with such waiver or estoppel. No such
written waiver shall be deemed a continuing waiver unless specifically stated therein, and each
such waiver shall operate only as to the specific term or condition waived and shall not constitute
a waiver of such term or condition for the future or as to any other act other than that
specifically waived.
(d) Injunctive Relief and Arbitration. Executive and the Company each acknowledge
that the provisions of Sections 2 and 3 are reasonable and necessary, that the damages that would
be suffered as a result of a breach or threatened breach by Executive of Sections 2 and 3 may not
be calculable, and that the award of a money judgment to the Company for such a breach or
threatened breach thereof by Executive would be an inadequate remedy. Executive expressly consents
and agrees that the Company may, in addition to any other available remedies that the Company may
be entitled in law or in equity, enforce the provisions of Sections 2 and/or 3 by injunctive or
other equitable relief, including a temporary and/or permanent injunction (without proving a breach
thereof), to prevent unfair competition, the use and/or unauthorized disclosure of trade secrets or
confidential information, and/or the unauthorized solicitation of the Company’s officers,
employees, and customers. The Company shall not be obligated to post bond or other security in
seeking such relief.
- Page 4 of 6 -
(e) Arbitration.
(i) Executive and the Company agree that any dispute regarding the covenants herein
and/or the validity of this Agreement and its addenda, if any, shall be resolved through
arbitration. Given the recitals set forth in Section 3, Executive and the Company hereby
expressly acknowledge that Executive’s position in the Company, and the Company’s business,
have a substantial impact on interstate commerce; and further, that Executive’s development
and involvement with the Company, and the Company’s business, have a national and
international territorial scope commercially. Any arbitration-related matter or arbitration
proceeding of a dispute regarding the covenants herein and/or the validity of this Agreement
and its addenda, shall be governed, heard, and decided under the provisions and the
authority of the Federal Arbitration Act, 9 U.S.C.A. §1,
et seq., and shall be submitted for
arbitration to the office of the American Arbitration Association in New Orleans,
Louisiana,
on demand of either party.
(ii) Such arbitration proceedings shall be conducted in New Orleans,
Louisiana, and
shall be conducted in accordance with the then-current Employment Arbitration Rules and
Mediation Procedures of the American Arbitration Association, with the exception that the
Executive expressly waives the right to request interim measures or injunctive relief from a
judicial authority. Executive acknowledges that the Company alone retains the right to seek
injunctive relief from a judicial authority based on the nature of this Agreement and in
furtherance of the terms of Section 4(d). Each Party shall have the right to be represented
by counsel or other designated representatives. The arbitrator shall have the right to
award or include in his or her award any relief that he or she deems proper under the
circumstances, including, without limitation, all types of relief that could be awarded by a
court of law, such as money damages, (with interest on unpaid amounts from date due),
specific performance, and injunctive relief. The arbitrator shall issue a written opinion
explaining the reasons for his or her decision and award. The award and decision of the
arbitrator shall be conclusive and binding upon both Parties, and judgment upon the award
may be entered in any court of competent jurisdiction. The Parties acknowledge and agree
that any arbitration award may be enforced against either or both of them in a court of
competent jurisdiction and each waives any right to contest the validity or enforceability
of such award. The Parties further agree to be bound by the provisions of any statute of
limitations that would be otherwise applicable to the controversy, dispute, or claim that is
the subject of any arbitration proceeding initiated hereunder. Without limiting the
foregoing, the Parties shall be entitled in any such arbitration proceeding to the entry of
an order by a court of competent jurisdiction pursuant to a decision of the arbitrator for
specific performance of any of the requirements of this Agreement. The provisions of this
Section 4(e) shall survive and continue in full force and effect subsequent to and
notwithstanding expiration or termination of this Agreement for any reason. Executive
agrees to pay arbitration fees in an amount not to exceed the amount required to file a
lawsuit in a court of law. The Company agrees to pay the remaining amount of arbitration
fees. Executive and the Company acknowledge and agree that any and all rights they may have
to resolve their claims by a jury trial are hereby expressly waived. The provisions of this
Section 4(e) do not preclude Executive
- Page 5 of 6 -
from filing a complaint with any federal, state, or other governmental administrative
agency, if applicable.
(f)
Governing Law. This Agreement, and the rights and obligations of the parties
hereto, shall be governed by and construed in accordance with the laws of the State of
Louisiana.
(g) Assignment. This Agreement may not be assigned by Executive, but may be assigned
by the Company to any successor to its business and will inure to the benefit and be binding upon
any such successor. This Agreement shall be binding upon the Parties, together with their
respective executors, administrators, personal representatives, and heirs, and, in the case of the
Company, permitted successors and assigns.
(h) Severability. Each provision of this Agreement is intended to be severable. If
any term or provision of this Agreement is illegal or invalid for any reason whatsoever, such
illegality or invalidity shall not affect the validity or legality of the remainder of this
Agreement.
(i) Reformation. It is the intention of the Parties that if any court or arbitrator(s)
shall determine that any provision of this Agreement, including the scope, duration, or
geographical limit of any provision, is unenforceable, the provision in question and this Agreement
shall not be invalidated but shall be deemed reformed or amended only to the extent necessary to
render the provision and Agreement valid and enforceable.
(j) Headings. The headings contained in this Agreement are for reference purposes
only and shall not in any way affect the meaning or interpretation of this Agreement.
(k) Consent. Executive acknowledges that Executive has reviewed the provisions of
this Agreement carefully and has been given an opportunity to ask questions of the Company.
Executive acknowledges that Executive has had ample opportunity to consult with an attorney of his
choice (at his expense) prior to signing this Agreement and that Executive knowingly
consents to the terms herein.
- Page 6 of 6 -
IN WITNESS WHEREOF, the Parties have executed this Agreement as of this 31st day of October,
2007.
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COMPANY:
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EXECUTIVE:
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The Xxxx Group Inc. and
its affiliates listed on Exhibit A:
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/s/ Xxxx X. Wild |
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Xxxx X. Wild |
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/s/ Xxxxxxx X. Xxxxxx |
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Xxxxxxx X. Xxxxxx |
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General Counsel and Corporate Secretary of The Xxxx Group Inc. |
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EXHIBIT A
THE XXXX GROUP INC.®
GREATER THAN 50% OWNED
SUBSIDIARIES
(Updated as of October 10, 2006)
1. |
|
ACL Piping, Inc. |
|
2. |
|
Xxxxx & Co Limited |
|
3. |
|
American Plastic Pipe and Supply, L.L.C. |
|
4. |
|
Arlington Avenue E Venture, LLC |
|
5. |
|
Associated Valve, Inc. |
|
6. |
|
Badger® Technologies, L.L.C. |
|
7. |
|
Badger® Technology Holdings, L.L.C. |
|
8. |
|
Benicia North Gateway II, L.L.C. |
|
9. |
|
X.X. Xxxx, Inc. |
|
10. |
|
Camden Road Venture, LLC |
|
11. |
|
C.B.P. Engineering Corp. |
|
12. |
|
Xxxxxxxx Wetlands, L.L.C. |
|
13. |
|
Coastal Estuary Services, L.L.C. |
|
14. |
|
Cojafex B.V. |
|
15. |
|
Eagle Industries, Inc. |
|
16. |
|
EDS Equipment Company, LLC |
|
17. |
|
EDS Puerto Rico, Inc. |
|
18. |
|
EMCON/OWT, Inc. |
|
19. |
|
Envirogen, Inc. |
1
20. |
|
Field Services Canada Inc. |
|
21. |
|
Field Services, Inc. |
|
22. |
|
GBB International, LLC |
|
23. |
|
GBB Maintenance Company, Inc. |
|
24. |
|
Xxxxxxxx, Xxxxxxx & Xxxxxxx, LLC |
|
25. |
|
Great Southwest Parkway Venture, LLC |
|
26. |
|
Gulf Coast Equipment Rental, Inc. |
|
27. |
|
XX Xxxxxxx XX, L.L.C. |
|
28. |
|
Holdings Manufactures Xxxx South America, C.A. |
|
29. |
|
Hydro Power Solutions LLC |
|
30. |
|
Integrated Site Solutions, L.L.C. |
|
31. |
|
International Consultants, L.L.C. (f/k/a SWINC Acquisition
Five, L.L.C.) |
|
32. |
|
IT Holdings Canada, Inc. |
|
33. |
|
Jernee Mill Road, L.L.C. |
|
34. |
|
Kato Road II, L.L.C. |
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35. |
|
XXX I, L.L.C. |
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36. |
|
LandBank Xxxxx, L.L.C. |
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37. |
|
LandBank Properties, L.L.C. |
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38. |
|
LFG Specialties, L.L.C. |
|
39. |
|
Lone Star Fabricators, Inc. |
|
40. |
|
Manufactures Xxxx South America, C.A. |
|
41. |
|
Millstone River Wetland Services, L.L.C. |
|
42. |
|
MWR, Inc. |
2
43. |
|
Xxxxxxx Venture I, L.L.C. |
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44. |
|
Nuclear Energy Holdings, L.L.C. |
|
45. |
|
Nuclear Technology Solutions, L.L.C. |
|
46. |
|
Otay Mesa Ventures II, L.L.C. |
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47. |
|
Pacific Support Group LLC |
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48. |
|
Pike Properties I, Inc. (Formerly, SAON Properties, Inc.) |
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49. |
|
Pike Properties II, Inc. (Formerly, Secorp, Inc.) |
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50. |
|
Pipework Engineering and Developments Limited |
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51. |
|
Plattsburg Venture, L.L.C. |
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52. |
|
Power Technologies Asia-Pacific Sdn. Bhd. |
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53. |
|
Prospect Industries (Holdings), Inc. |
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54. |
|
PT Stone & Xxxxxxx Indonesia |
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55. |
|
Raritan Venture I, L.L.C. |
|
56. |
|
S C Xxxxx, L.L.C. |
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57. |
|
SELS Administrative Services, L.L.C. |
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58. |
|
Xxxx-ABMB, L.L.C. |
|
59. |
|
Xxxx A/DE, Inc. |
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60. |
|
Xxxx Xxxxx Australia Pty Limited |
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61. |
|
Xxxx Alaska, Inc. |
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62. |
|
Xxxx Alloy Piping Products, Inc. |
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63. |
|
Xxxx Americas, L.L.C. |
|
64. |
|
Xxxx Xxxxx Housing, L.L.C. |
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65. |
|
Xxxx Beneco, Inc. |
3
66. |
|
Xxxx California, L.L.C. |
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67. |
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Xxxx Capital, Inc. |
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68. |
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Xxxx Capital (Nevada), Inc. |
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69. |
|
Xxxx CENTCOM Services, L.L.C. |
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70. |
|
Xxxx CMS, Inc. |
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71. |
|
Xxxx Coastal, Inc. |
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72. |
|
Xxxx Connex, Inc. |
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73. |
|
Xxxx Constructors, Inc. |
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74. |
|
Xxxx Xxxx Limited |
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75. |
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Xxxx E & I International Ltd. |
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76. |
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Xxxx E & I Investment Holdings, Inc. |
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77. |
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Xxxx Energy Delivery Services, Inc. |
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78. |
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Xxxx Energy Services, Inc. |
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79. |
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Xxxx Environmental, Inc. |
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80. |
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Xxxx Environmental International, Inc. |
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81. |
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Xxxx Environmental & Infrastructure, Inc. |
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82. |
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Xxxx Environmental & Infrastructure Massachusetts, Inc. |
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83. |
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Xxxx Environmental Liability Solutions, L.L.C. |
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84. |
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Xxxx Europe, Inc. (f/k/a Xxxx E & I Russia, Inc.) |
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85. |
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Xxxx Export Company, S. de X. X. de C.V. |
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86. |
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Xxxx Fabricators, Inc. |
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87. |
|
Xxxx Facilities, Inc. |
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88. |
|
Xxxx Field Services, Inc. |
4
89. |
|
Xxxx Xxxxxx Company (FCI), Inc. |
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90. |
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Xxxx Xxxxxx Power Services, Inc. |
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91. |
|
Xxxx Ft. Xxxxxxx Xxxx Housing, L.L.C. |
|
92. |
|
Xxxx Global, L.L.C. |
|
93. |
|
Xxxx Global Energy Services, Inc. |
|
94. |
|
Xxxx Group Australia Pty Limited |
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95. |
|
Xxxx Group UK Holdings |
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96. |
|
Xxxx Group UK International Services Ltd. |
|
97. |
|
Xxxx Group UK Limited |
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98. |
|
Xxxx GRP of California |
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99. |
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Xxxx Xxxxxxx Housing, L.L.C. |
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100. |
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Xxxx Heat Treating Service, C.A. |
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101. |
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Xxxx Home Louisiana, Inc. |
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102. |
|
Xxxx Industrial Supply Co., Inc. |
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103. |
|
Xxxx Infrastructure, Inc. |
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104. |
|
Xxxx Intellectual Property Holdings, Inc. |
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105. |
|
Xxxx International, Inc. |
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106. |
|
Xxxx International, Ltd. (Formerly, Xxxx Caribbean (Cayman), Ltd.) |
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107. |
|
Xxxx International Management Services One, Inc. |
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108. |
|
Xxxx International Management Services Two, Inc. |
|
109. |
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Xxxx XX Holdings, L.L.C. |
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110. |
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Xxxx Lancas, C.A. |
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111. |
|
Xxxx Liquid Solutions LLC |
5
112. |
|
Xxxx Little Rock Housing, L.L.C. |
|
113. |
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Xxxx Maintenance, Inc. |
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114. |
|
Xxxx Managed Services, Inc. |
|
115. |
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Xxxx Management Services One, Inc. |
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116. |
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Xxxx Manufacturing and Services, Inc. |
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117. |
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Xxxx Manpower, S. de X.X. de C.V. |
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118. |
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Xxxx Mexican Holdings, S. de X.X. de C.V. |
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119. |
|
Xxxx Mexico, L.L.C. |
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120. |
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Xxxx Xxxxxx City Terminal, Inc. |
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121. |
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Xxxx NAPTech, Inc. |
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122. |
|
Xxxx Northeast Housing, L.L.C. |
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123. |
|
Xxxx Northwest Housing, L.L.C. |
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124. |
|
Xxxx Nuclear Energy Holdings (UK), Inc. |
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125. |
|
Xxxx Nuclear Energy Holdings (US), Inc. |
|
126. |
|
Xxxx Overseas (Far East) Ltd. |
|
127. |
|
Xxxx Overseas (Middle East) Ltd. |
|
128. |
|
Xxxx Pipe Xxxxxxx, Inc. |
|
129. |
|
Xxxx Pipe Supports, Inc. |
|
130. |
|
Xxxx Power Delivery Systems, Inc. |
|
131. |
|
Xxxx Power Services Group, L.L.C. |
|
132. |
|
Xxxx Power Services, Inc. |
|
133. |
|
Xxxx Power Technologies, Inc.™ (formerly Power Technologies, Inc.®) |
|
134. |
|
Xxxx Power Technologies International Limited™ |
6
135. |
|
Xxxx Process and Industrial Group, Inc. |
|
136. |
|
Xxxx Process Fabricators, Inc. |
|
137. |
|
Xxxx Project Services Group, Inc. |
|
138. |
|
Xxxx Property Holdings, Inc. |
|
139. |
|
Xxxx Remediation Services, L.L.C. |
|
140. |
|
Xxxx-Robotic Environmental Services, L.L.C. |
|
141. |
|
Xxxx Services, L.L.C. |
|
142. |
|
Xxxx SSS Fabricators, Inc. |
|
143. |
|
Xxxx Stone & Xxxxxxx Arabia Co., Ltd. |
|
144. |
|
Xxxx Stone & Xxxxxxx Puerto Rico, Inc. |
|
145. |
|
Xxxx Sunland Fabricators, Inc. |
|
146. |
|
Xxxx Trading FSC, Ltd. |
|
147. |
|
Xxxx Transmission & Distribution Services, Inc. (formerly, Xxxx Management Services Six, Inc.) |
|
148. |
|
Xxxx Tulsa Fabricators, Inc. (f/k/a Xxxx Word Industries Fabricators, Inc.) |
|
149. |
|
Xxxx Waste Solutions, LLC |
|
150. |
|
So-Xxxx Gas Co., LLC |
|
151. |
|
Stone & Xxxxxxx Asia, Inc. |
|
152. |
|
Stone & Xxxxxxx Canada Holding One (N.S.), ULC |
|
153. |
|
Stone & Xxxxxxx Canada Holding Two, Inc. |
|
154. |
|
Stone & Xxxxxxx Canada L.P. |
|
155. |
|
Stone & Xxxxxxx Construction, Inc. |
|
156. |
|
Stone & Xxxxxxx Construction Services, L.L.C. |
|
157. |
|
Stone & Xxxxxxx Consultants Limited |
7
158. |
|
Stone & Xxxxxxx Engineering Projects Private Limited |
|
159. |
|
Stone & Xxxxxxx Engineering Services Sdn. Bdh. |
|
160. |
|
Stone & Xxxxxxx Holding One, Inc. |
|
161. |
|
Stone & Xxxxxxx Holding Two, Inc. |
|
162. |
|
Stone & Xxxxxxx, Inc. |
|
163. |
|
Stone & Xxxxxxx Insaat ve Muhendislik Limited Sirketi |
|
164. |
|
Stone & Xxxxxxx International B.V. |
|
165. |
|
Stone & Xxxxxxx International, Inc. |
|
166. |
|
Stone & Xxxxxxx International Holdings, Inc. |
|
167. |
|
Stone & Xxxxxxx — JSC Management Consultants,
Inc. |
|
168. |
|
Stone & Xxxxxxx Limited |
|
169. |
|
Stone & Xxxxxxx Management Consultants, Inc. |
|
170. |
|
Stone & Webster Massachusetts, Inc. |
|
171. |
|
Stone & Xxxxxxx Michigan, Inc. |
|
172. |
|
Stone & Xxxxxxx Purchasing, Inc. |
|
173. |
|
Stone & Xxxxxxx Process Technologies B.V. |
|
174. |
|
Stone & Xxxxxxx Process Technology, Inc. |
|
175. |
|
Stone & Xxxxxxx Services, L.L.C. |
|
176. |
|
Sugar Acquisition (NVDIP), Inc. |
|
177. |
|
The LandBank Group, Inc. |
|
178. |
|
The Xxxx Group Inc. Political Action Committee, Inc. |
|
179. |
|
The Xxxx Group International Inc. |
|
180. |
|
The Xxxx Group UK Pension Plan Limited |
8
181. |
|
The Xxxx Group UK 1997 Pension Scheme Limited |
|
182. |
|
The Xxxx Group UK 2001 Pension Plan Limited |
|
183. |
|
Whessoe Piping Systems Limited |
|
184. |
|
Whippany Venture I, L.L.C. |
|
185. |
|
Worldwide Industrial Constructors, Inc. |
0
XXXXXXX X
XXXXXXXXXX XXXX
XXXXXX
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Aleutians East
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Aleutians West
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Anchorage
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Bethel
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Bristol Bay
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Denali
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Dillingham
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Xxxxxxxxx North Star
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Haines
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Juneau |
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Kenai Peninsula
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Ketchikan Gateway
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Kodiak Island
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Lake and Peninsula
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Matanuska-Susitna
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Nome
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North Slope
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Northwest Arctic
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Prince of Wales-Outer
Ketchikan |
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Sitka |
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Skagway-Hoonah-Angoon |
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Southeast Fairbanks |
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Xxxxxx-Xxxxxxx |
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Xxxx Xxxxxxx |
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Wrangell-Petersburg |
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Yakutat |
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Yukon-Koyukuk |
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ALABAMA |
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Autauga
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Xxxxxxx
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Xxxxxxx
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Xxxx
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Xxxxxx
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Xxxxxxx
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Xxxxxx
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Xxxxxxx
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Xxxxxxxx
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Cherokee
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Xxxxxxx
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Choctaw |
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Xxxxxx |
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Xxxx |
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Cleburne |
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Coffee |
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Colbert |
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Conecuh |
Coosa
Xxxxxxxxx
Xxxxxxxx
Xxxxxxx
Xxxx
Xxxxxx
Xx Xxxx
Xxxxxx
Escambia
Etowah
Xxxxxxx
Xxxxxxxx
Xxxxxx
Xxxxxx
Xxxx
Xxxxx
Houston
Xxxxxxx
Xxxxxxxxx
Xxxxx
Xxxxxxxxxx
Xxxxxxxx
Xxx
Limestone
Lowndes
Macon
Madison
Marengo
Xxxxxx
Xxxxxxxx
Mobile
Xxxxxx
Xxxxxxxxxx
Xxxxxx
Xxxxx
Xxxxxxx
Xxxx
Xxxxxxxx
Xxxxxxx
St. Clair
Xxxxxx
Xxxxxx
Talladega
Tallapoosa
Tuscaloosa
Walker
Washington
Xxxxxx
Xxxxxxx
ARIZONA
Apache
Cochise
Coconino
Gila
Xxxxxx
Xxxxxxxx
Xx Xxx
Maricopa
Mohave
Navajo
Pima
Pinal
Santa Xxxx
Yavapai
Yuma
- 2 -
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ARKANSAS |
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Arkansas
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Xxxxxx
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Xxxxxx
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Xxxxxx
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Xxxxx
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Xxxxxxx
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Xxxxxxx
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Xxxxxxx
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Chicot
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Xxxxx
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Xxxx
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Cleburne
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Cleveland
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Columbia
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Xxxxxx
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Xxxxxxxxx
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Xxxxxxxx
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Xxxxxxxxxx
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Cross
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Xxxxxx
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Xxxxx
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Xxxx
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Xxxxxxxx
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Xxxxxxxx
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Xxxxxx
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Xxxxxxx
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Xxxxx
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Xxxxxx
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Hempstead
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Hot Spring
|
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Xxxxxx
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Independence
|
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Izard
|
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Xxxxxxx
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Xxxxxxxxx
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Xxxxxxx
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Xxxxxxxxx
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Xxxxxxxx
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Xxx
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Lincoln
|
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Little River
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Xxxxx
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Lonoke |
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Madison |
|
Xxxxxx |
|
Xxxxxx |
|
Mississippi |
|
Xxxxxx |
|
Xxxxxxxxxx |
|
Nevada |
|
Xxxxxx |
|
Ouachita |
|
Xxxxx |
|
Xxxxxxxx |
|
Pike |
|
Poinsett |
|
Polk |
|
Xxxx |
|
Prairie |
|
Xxxxxxx |
|
Xxxxxxxx |
|
St. Xxxxxxx |
|
Saline |
- 3 -
|
Xxxxx
|
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Xxxxxx
|
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Xxxxxxxxx
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Xxxxxx
|
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Xxxxx
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Xxxxx
|
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Union
|
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Van Buren
|
|
Washington |
|
White |
|
Xxxxxxxx |
|
Yell |
|
CALIFORNIA |
|
Alameda
|
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Alpine
|
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Xxxxxx
|
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Butte
|
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Calaveras
|
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Colusa
|
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Contra Costa
|
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Del Norte
|
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El Dorado
|
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Fresno
|
|
Xxxxx
|
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Humboldt
|
|
Imperial
|
|
Inyo
|
|
Xxxx
|
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Kings
|
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Lake
|
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Lassen
|
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Los Angeles
|
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Madera
|
|
Marin
|
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Mariposa
|
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Mendocino
|
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Merced
|
|
Modoc
|
|
Mono
|
|
Monterey
|
|
Napa
|
|
Nevada
|
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Orange
|
|
Placer
|
|
Plumas
|
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Riverside
|
|
Sacramento
|
|
San Xxxxxx |
|
San Bernardino |
|
San Diego |
|
San Francisco |
|
San Xxxxxxx |
|
San Xxxx Obispo |
|
San Mateo |
|
Santa Xxxxxxx |
|
Santa Xxxxx |
|
Santa Xxxx |
|
Xxxxxx |
|
Sierra |
|
Siskiyou |
|
Xxxxxx |
|
Sonoma |
|
Xxxxxxxxxx |
|
Xxxxxx |
- 4 -
Tehama
Trinity
Tulare
Tuolumne
Ventura
Yolo
Yuba
COLORADO
Xxxxx
Alamosa
Arapahoe
Xxxxxxxxx
Xxxx
Bent
Boulder
Broomfield
Xxxxxxx
Xxxxxxxx
Clear Creek
Conejos
Xxxxxxxx
Xxxxxxx
Xxxxxx
Delta
Denver
Xxxxxxx
Xxxxxxx
Eagle
Xxxxxx
El Paso
Fremont
Xxxxxxxx
Xxxxxx
Grand
Gunnison
Hinsdale
Huerfano
Xxxxxxx
Xxxxxxxxx
Kiowa
Kit Carson
Lake
La Plata
Larimer
Las Animas
Lincoln
Logan
Mesa
Mineral
Moffat
Montezuma
Montrose
Xxxxxx
Xxxxx
Ouray
Park
Xxxxxxxx
Pitkin
Prowers
Pueblo
Rio Xxxxxx
Rio Grande
Routt
Saguache
San Xxxx
- 5 -
San Xxxxxx
Xxxxxxxx
Summit
Teller
Washington
Weld
Yuma
CONNECTICUT
Fairfield
Hartford
Litchfield
Middlesex
New Haven
New London
Tolland
Xxxxxxx
DISTRICT OF COLUMBIA
District of Columbia
DELAWARE
Kent
New Castle
Sussex
FLORIDA
Alachua
Xxxxx
Bay
- 6 -
Xxxxxxxx
Xxxxxxx
Broward
Xxxxxxx
Xxxxxxxxx
Citrus
Xxxx
Xxxxxxx
Columbia
De Xxxx
Xxxxx
Xxxxx
Escambia
Flagler
Xxxxxxxx
Xxxxxxx
Xxxxxxxxx
Glades
Gulf
Xxxxxxxx
Xxxxxx
Xxxxxx
Xxxxxxxx
Highlands
Hillsborough
Xxxxxx
Indian River
Xxxxxxx
Xxxxxxxxx
Lafayette
Lake
Lee
Xxxx
Xxxx
Liberty
Madison
Manatee
Xxxxxx
Xxxxxx
Miami-Dade
Monroe
Nassau
Okaloosa
Okeechobee
Orange
Osceola
Palm Beach
Pasco
Pinellas
Polk
Xxxxxx
St. Xxxxx
St. Lucie
Santa Xxxx
Sarasota
Seminole
Sumter
Suwannee
Xxxxxx
Union
Volusia
Wakulla
Xxxxxx
Xxxxxxxxxx
GEORGIA
- 7 -
Appling
Xxxxxxxx
Xxxxx
Xxxxx
Xxxxxxx
Banks
Xxxxxx
Xxxxxx
Xxx Xxxx
Berrien
Xxxx
Xxxxxxxx
Xxxxxxxx
Xxxxxx
Xxxxx
Xxxxxxx
Xxxxx
Xxxxx
Xxxxxxx
Camden
Xxxxxxx
Xxxxxxx
Catoosa
Xxxxxxxx
Xxxxxxx
Chattahoochee
Chattooga
Cherokee
Xxxxxx
Xxxx
Xxxxxxx
Xxxxxx
Xxxx
Coffee
Xxxxxxxx
Columbia
Xxxx
Coweta
Crawford
Crisp
Dade
Xxxxxx
Decatur
De Xxxx
Dodge
Dooly
Xxxxxxxxx
Xxxxxxx
Early
Xxxxxx
Effingham
Xxxxxx
Xxxxxxx
Xxxxx
Xxxxxx
Xxxxxxx
Xxxxx
Xxxxxxx
Xxxxxxxx
Xxxxxx
Xxxxxx
Xxxxxxxx
Xxxxx
Xxxxxx
Xxxxx
Xxxxxx
Gwinnett
Habersham
Hall
Xxxxxxx
Xxxxxxxx
Xxxxxx
- 8 -
Xxxx
Heard
Xxxxx
Xxxxxxx
Xxxxx
Xxxxxxx
Jasper
Xxxx Xxxxx
Jefferson
Xxxxxxx
Xxxxxxx
Xxxxx
Xxxxx
Xxxxxx
Xxxxxxx
Xxx
Liberty
Lincoln
Long
Lowndes
Xxxxxxx
XxXxxxxx
XxXxxxxx
Xxxxx
Xxxxxxx
Xxxxxx
Xxxxxxxxxx
Xxxxxx
Xxxxxxxx
Xxxxxx
Xxxxxxxxxx
Xxxxxx
Xxxxxx
Muscogee
Xxxxxx
Oconee
Oglethorpe
Paulding
Peach
Xxxxxxx
Xxxxxx
Xxxx
Xxxx
Pulaski
Xxxxxx
Xxxxxxx
Xxxxx
Xxxxxxxx
Xxxxxxxx
Rockdale
Xxxxxx
Xxxxxxx
Seminole
Spalding
Xxxxxxxx
Xxxxxxx
Sumter
Talbot
Xxxxxxxxxx
Tattnall
Xxxxxx
Xxxxxxx
Xxxxxxx
Xxxxxx
Xxxx
Xxxxxx
Towns
Treutlen
Xxxxx
Xxxxxx
Xxxxxx
Union
Xxxxx
Xxxxxx
Xxxxxx
- 9 -
Xxxx
Xxxxxx
Washington
Xxxxx
Xxxxxxx
Xxxxxxx
White
Xxxxxxxxx
Xxxxxx
Xxxxxx
Xxxxxxxxx
Worth
HAWAII
Hawaii
Honolulu
Kalawao
Kauai
Maui
IOWA
Xxxxx
Xxxxx
Allamakee
Appanoose
Audubon
Benton
Black Hawk
Xxxxx
Xxxxxx
Xxxxxxxx
Buena Vista
Xxxxxx
Xxxxxxx
Xxxxxxx
Xxxx
Cedar
Cerro Gordo
Cherokee
Chickasaw
Xxxxxx
Xxxx
Xxxxxxx
Xxxxxxx
Xxxxxxxx
Xxxxxx
Xxxxx
Decatur
Delaware
Des Moines
Xxxxxxxxx
Xxxxxxx
Xxxxx
Fayette
- 10 -
Xxxxx
Xxxxxxxx
Fremont
Xxxxxx
Xxxxxx
Xxxxxxx
Xxxxxxxx
Xxxxxxx
Xxxxxx
Xxxxxxxx
Xxxxx
Xxxxxx
Humboldt
Xxx
Iowa
Xxxxxxx
Xxxxxx
Xxxxxxxxx
Xxxxxxx
Xxxxx
Keokuk
Kossuth
Xxx
Xxxx
Xxxxxx
Xxxxx
Xxxx
Madison
Mahaska
Xxxxxx
Xxxxxxxx
Xxxxx
Xxxxxxxx
Monona
Xxxxxx
Xxxxxxxxxx
Muscatine
O’Brien
Osceola
Page
Palo Alto
Plymouth
Pocahontas
Polk
Pottawattamie
Poweshiek
Ringgold
Sac
Xxxxx
Xxxxxx
Sioux
Story
Xxxx
Xxxxxx
Union
Van Buren
Wapello
Xxxxxx
Xxxxxxxxxx
Xxxxx
Xxxxxxx
Winnebago
Winneshiek
Woodbury
Worth
Xxxxxx
IDAHO
- 11 -
Xxx
Xxxxx
Bannock
Bear Lake
Benewah
Xxxxxxx
Xxxxxx
Boise
Xxxxxx
Bonneville
Boundary
Butte
Camas
Canyon
Caribou
Xxxxxx
Xxxxx
Clearwater
Xxxxxx
Xxxxxx
Xxxxxxxx
Xxxxxxx
Gem
Xxxxxxx
Idaho
Xxxxxxxxx
Xxxxxx
Kootenai
Latah
Lemhi
Xxxxx
Xxxxxxx
Madison
Minidoka
Nez Perce
Oneida
Owyhee
Payette
Power
Shoshone
Teton
Twin Falls
Valley
Washington
ILLINOIS
Xxxxx
Xxxxxxxxx
Bond
Xxxxx
Xxxxx
Bureau
Xxxxxxx
Xxxxxxx
Cass
Champaign
Xxxxxxxxx
Xxxxx
Xxxx
Xxxxxxx
Xxxxx
- 12 -
Cook
Crawford
Cumberland
DeKalb
De Xxxx
Xxxxxxx
DuPage
Xxxxx
Xxxxxxx
Effingham
Fayette
Ford
Xxxxxxxx
Xxxxxx
Gallatin
Xxxxxx
Grundy
Xxxxxxxx
Xxxxxxx
Xxxxxx
Xxxxxxxxx
Xxxxx
Iroquois
Xxxxxxx
Xxxxxx
Xxxxxxxxx
Jersey
Xx Xxxxxxx
Xxxxxxx
Xxxx
Kankakee
Xxxxxxx
Xxxx
Lake
La Salle
Xxxxxxxx
Xxx
Xxxxxxxxxx
Xxxxx
XxXxxxxxx
XxXxxxx
XxXxxx
Xxxxx
Macoupin
Madison
Xxxxxx
Xxxxxxxx
Xxxxx
Massac
Menard
Xxxxxx
Xxxxxx
Xxxxxxxxxx
Xxxxxx
Xxxxxxxx
Xxxx
Peoria
Xxxxx
Xxxxx
Pike
Xxxx
Pulaski
Xxxxxx
Xxxxxxxx
Richland
Rock Island
St. Clair
Saline
Sangamon
Xxxxxxxx
Xxxxx
Xxxxxx
Xxxxx
Xxxxxxxxxx
Tazewell
- 13 -
Union
Vermilion
Wabash
Xxxxxx
Xxxxxxxxxx
Xxxxx
Xxxxx
Xxxxxxxxx
Will
Xxxxxxxxxx
Winnebago
Woodford
INDIANA
Xxxxx
Xxxxx
Xxxxxxxxxxx
Xxxxxx
Xxxxxxxxx
Xxxxx
Xxxxx
Xxxxxxx
Xxxx
Xxxxx
Xxxx
Xxxxxxx
Xxxxxxxx
Daviess
Dearborn
Decatur
De Xxxx
Delaware
Xxxxxx
Elkhart
Fayette
Xxxxx
Xxxxxxxx
Xxxxxxxx
Xxxxxx
Xxxxxx
Xxxxx
Xxxxxx
Xxxxxxxx
Xxxxxxx
Xxxxxxxx
Xxxxxxxxx
Xxxxx
Xxxxxx
Huntington
Xxxxxxx
Xxxxxx
Xxx
Xxxxxxxxx
Xxxxxxxx
Xxxxxxx
Xxxx
Kosciusko
Lagrange
Lake
La Porte
Xxxxxxxx
Xxxxxxx
Xxxxxx
Xxxxxxxx
Xxxxxx
- 14 -
Miami
Xxxxxx
Xxxxxxxxxx
Xxxxxx
Xxxxxx
Xxxxx
Ohio
Orange
Xxxx
Xxxxx
Xxxxx
Xxxx
Xxxxxx
Xxxxx
Pulaski
Xxxxxx
Xxxxxxxx
Xxxxxx
Xxxx
St. Xxxxxx
Xxxxx
Xxxxxx
Xxxxxxx
Xxxxxx
Steuben
Xxxxxxxx
Switzerland
Tippecanoe
Xxxxxx
Union
Vanderburgh
Xxxxxxxxxx
Vigo
Wabash
Xxxxxx
Xxxxxxx
Washington
Xxxxx
Xxxxx
White
Xxxxxxx
KANSAS
Xxxxx
Xxxxxxxx
Xxxxxxxx
Xxxxxx
Xxxxxx
Bourbon
Xxxxx
Xxxxxx
Xxxxx
Chautauqua
Cherokee
Xxxxxxxx
Xxxxx
Clay
Cloud
Xxxxxx
Comanche
Xxxxxx
Xxxxxxxx
Decatur
Xxxxxxxxx
- 15 -
Doniphan
Xxxxxxx
Xxxxxxx
Elk
Xxxxx
Xxxxxxxxx
Xxxxxx
Ford
Xxxxxxxx
Xxxxx
Xxxx
Xxxxxx
Xxxxx
Xxxx
Xxxxxxx
Xxxxxxxxx
Xxxxxxxx
Xxxxxx
Xxxxxx
Xxxxxxx
Xxxxxxxx
Xxxxxxx
Xxxxxxxxx
Xxxxxx
Xxxxxxx
Kearny
Kingman
Kiowa
Labette
Lane
Leavenworth
Lincoln
Linn
Xxxxx
Xxxx
XxXxxxxxx
Xxxxxx
Xxxxxxxx
Xxxxx
Miami
Xxxxxxxx
Xxxxxxxxxx
Xxxxxx
Xxxxxx
Nemaha
Neosho
Ness
Norton
Osage
Xxxxxxx
Ottawa
Pawnee
Xxxxxxxx
Pottawatomie
Xxxxx
Xxxxxxx
Xxxx
Republic
Rice
Xxxxx
Xxxxx
Xxxx
Xxxxxxx
Saline
Xxxxx
Xxxxxxxx
Xxxxxx
Xxxxxxx
Xxxxxxxx
Xxxxxxx
Xxxxx
Xxxxxxxx
Xxxxxxx
Xxxxxxx
Xxxxxx
- 16 -
Xxxxxx
Xxxxx
Wabaunsee
Xxxxxxx
Xxxxxxxxxx
Wichita
Xxxxxx
Xxxxxxx
Wyandotte
KENTUCKY
Xxxxx
Xxxxx
Xxxxxxxx
Xxxxxxx
Barren
Bath
Bell
Boone
Bourbon
Xxxx
Xxxxx
Xxxxxxx
Breathitt
Breckinridge
Bullitt
Xxxxxx
Xxxxxxxx
Xxxxxxxx
Xxxxxxxx
Xxxxxxxx
Xxxxxxx
Xxxxxx
Xxxxx
Xxxxxxxxx
Xxxxx
Xxxx
Xxxxxxx
Xxxxxxxxxx
Cumberland
Daviess
Xxxxxxxx
Xxxxxxx
Xxxxxx
Xxxxxxx
Xxxxxxx
Xxxxx
Xxxxxxxx
Xxxxxx
Gallatin
Xxxxxxx
Xxxxx
Xxxxxx
Xxxxxxx
Xxxxx
Xxxxxxx
Xxxxxxx
Xxxxxx
Xxxxxx
Xxxxxxxx
Xxxx
Xxxxxxxxx
Xxxxx
Xxxxxxx
Xxxxxxx
- 17 -
Xxxxxxx
Xxxxxxxxx
Xxxxxxxxx
Xxxxxxx
Xxxxxx
Xxxxx
Xxxx
Xxxxx
Xxxxxx
Xxxxxxxx
Xxx
Xxxxxx
Xxxxxxx
Xxxxx
Xxxxxxx
Xxxxxxxxxx
Xxxxx
Xxxx
XxXxxxxxx
XxXxxxxx
XxXxxx
Madison
Magoffin
Xxxxxx
Xxxxxxxx
Xxxxxx
Xxxxx
Xxxxx
Xxxxxxx
Xxxxxx
Xxxxxxxx
Xxxxxx
Xxxxxxxxxx
Xxxxxx
Xxxxxxxxxx
Xxxxxx
Xxxxxxxx
Ohio
Xxxxxx
Xxxx
Xxxxxx
Xxxxxxxxx
Xxxxx
Xxxx
Xxxxxx
Pulaski
Xxxxxxxxx
Xxxxxxxxxx
Xxxxx
Xxxxxxx
Xxxxx
Xxxxxx
Xxxxxxx
Xxxxxxx
Xxxxxx
Xxxx
Xxxxx
Xxxxxxx
Union
Xxxxxx
Xxxxxxxxxx
Xxxxx
Xxxxxxx
Xxxxxxx
Xxxxx
Xxxxxxxx
- 18 -
Acadia
Xxxxx
Ascension
Assumption
Avoyelles
Xxxxxxxxxx
Bienville
Bossier
Caddo
Calcasieu
Xxxxxxxx
Xxxxxxx
Catahoula
Claiborne
Concordia
De Xxxx
East Baton Rouge
East Xxxxxxx
East Xxxxxxxxx
Xxxxxxxxxx
Xxxxxxxx
Xxxxx
Iberia
Iberville
Xxxxxxx
Xxxxxxxxx
Xxxxxxxxx Xxxxx
Lafayette
Lafourche
La Salle
Lincoln
Xxxxxxxxxx
Madison
Xxxxxxxxx
Natchitoches
Orleans
Ouachita
Plaquemines
Pointe Coupee
Rapides
Red River
Richland
Sabine
St. Xxxxxxx
St. Xxxxxxx
St. Xxxxxx
St. Xxxxx
St. Xxxx the Baptist
St. Xxxxxx
St. Xxxxxx
St. Xxxx
St. Tammany
Tangipahoa
Tensas
Terrebonne
Union
Vermilion
Xxxxxx
Xxxxxxxxxx
Webster
West Baton Rouge
West Xxxxxxx
Xxxx Xxxxxxxxx
Xxxx
- 00 -
XXXXXXXXXXXXX
Xxxxxxxxxx
Xxxxxxxxx
Xxxxxxx
Xxxxx
Xxxxx
Franklin
Hampden
Hampshire
Middlesex
Nantucket
Norfolk
Plymouth
Suffolk
Worcester
MARYLAND
Allegany
Xxxx Arundel
Baltimore
Xxxxxxx
Xxxxxxxx
Xxxxxxx
Xxxxx
Xxxxxxx
Dorchester
Xxxxxxxxx
Xxxxxxx
Xxxxxxx
Xxxxxx
Xxxx
Xxxxxxxxxx
Prince George’s
Queen Anne’s
St. Mary’s
Somerset
Talbot
Washington
Wicomico
Worcester
Baltimore City
MAINE
Androscoggin
Aroostook
Cumberland
Xxxxxxxx
Xxxxxxx
Kennebec
- 20 -
Xxxx
Lincoln
Oxford
Penobscot
Piscataquis
Sagadahoc
Somerset
Xxxxx
Xxxxxxxxxx
York
MICHIGAN
Alcona
Xxxxx
Allegan
Alpena
Antrim
Arenac
Xxxxxx
Xxxxx
Bay
Xxxxxx
Berrien
Branch
Xxxxxxx
Xxxx
Charlevoix
Cheboygan
Chippewa
Xxxxx
Xxxxxxx
Xxxxxxxx
Delta
Xxxxxxxxx
Xxxxx
Xxxxx
Genesee
Gladwin
Gogebic
Grand Traverse
Gratiot
Hillsdale
Houghton
Huron
Xxxxxx
Xxxxx
Iosco
Iron
Xxxxxxxx
Xxxxxxx
Kalamazoo
Kalkaska
Kent
Keweenaw
Lake
Lapeer
Leelanau
Lenawee
Xxxxxxxxxx
Xxxx
Mackinac
Macomb
Manistee
- 21 -
Xxxxxxxxx
Xxxxx
Mecosta
Menominee
Midland
Missaukee
Monroe
Montcalm
Montmorency
Muskegon
Newaygo
Oakland
Oceana
Ogemaw
Ontonagon
Osceola
Oscoda
Otsego
Ottawa
Presque Isle
Roscommon
Saginaw
St. Clair
St. Xxxxxx
Sanilac
Xxxxxxxxxxx
Shiawassee
Tuscola
Van Buren
Washtenaw
Xxxxx
Wexford
MINNESOTA
Aitkin
Anoka
Xxxxxx
Xxxxxxxx
Xxxxxx
Big Xxxxx
Blue Earth
Xxxxx
Xxxxxxx
Xxxxxx
Xxxx
Chippewa
Chisago
Clay
Clearwater
Xxxx
Cottonwood
Crow Wing
Dakota
Xxxxx
Xxxxxxx
Faribault
Fillmore
Xxxxxxxx
Xxxxxxx
Xxxxx
Hennepin
Houston
Xxxxxxx
Isanti
- 22 -
Itasca
Xxxxxxx
Kanabec
Kandiyohi
Kittson
Koochiching
Lac qui Parle
Lake
Lake of the Xxxxx
Le Sueur
Lincoln
Lyon
XxXxxx
Mahnomen
Xxxxxxxx
Xxxxxx
Xxxxxx
Mille Lacs
Xxxxxxxx
Xxxxx
Xxxxxx
Nicollet
Xxxxxx
Xxxxxx
Xxxxxxx
Otter Tail
Xxxxxxxxxx
Pine
Pipestone
Polk
Xxxx
Xxxxxx
Red Lake
Redwood
Renville
Rice
Rock
Roseau
St. Xxxxx
Xxxxx
Xxxxxxxxx
Xxxxxx
Xxxxxxx
Xxxxxx
Xxxxxxx
Xxxxx
Xxxx
Traverse
Wabasha
Wadena
Waseca
Washington
Watonwan
Xxxxxx
Xxxxxx
Xxxxxx
Yellow Medicine
MISSOURI
Xxxxx
Xxxxxx
Xxxxxxxx
Audrain
Xxxxx
Xxxxxx
- 23 -
Xxxxx
Xxxxxx
Xxxxxxxxx
Xxxxx
Xxxxxxxx
Xxxxxx
Xxxxxxxx
Xxxxxxxx
Camden
Cape Girardeau
Xxxxxxx
Xxxxxx
Cass
Cedar
Chariton
Xxxxxxxxx
Xxxxx
Xxxx
Xxxxxxx
Xxxx
Xxxxxx
Xxxxxxxx
Dade
Dallas
Daviess
De Xxxx
Xxxx
Xxxxxxx
Xxxxxxx
Xxxxxxxx
Gasconade
Xxxxxx
Xxxxxx
Grundy
Xxxxxxxx
Xxxxx
Hickory
Xxxx
Xxxxxx
Xxxxxx
Iron
Xxxxxxx
Xxxxxx
Xxxxxxxxx
Xxxxxxx
Xxxx
Laclede
Lafayette
Xxxxxxxx
Xxxxx
Lincoln
Xxxx
Xxxxxxxxxx
XxXxxxxx
Xxxxx
Madison
Maries
Xxxxxx
Xxxxxx
Xxxxxx
Mississippi
Moniteau
Xxxxxx
Xxxxxxxxxx
Xxxxxx
New Madrid
Xxxxxx
Nodaway
Oregon
Osage
Ozark
Pemiscot
Xxxxx
Xxxxxx
Xxxxxx
- 24 -
Pike
Platte
Polk
Pulaski
Xxxxxx
Xxxxx
Xxxxxxxx
Xxx
Xxxxxxxx
Xxxxxx
St. Xxxxxxx
St. Clair
Ste. Xxxxxxxxx
St. Francois
St. Louis
Saline
Xxxxxxxx
Scotland
Xxxxx
Xxxxxxx
Xxxxxx
Xxxxxxxx
Xxxxx
Xxxxxxxx
Xxxxx
Texas
Xxxxxx
Xxxxxx
Washington
Xxxxx
Xxxxxxx
Worth
Xxxxxx
St. Louis City
MISSISSIPPI
Xxxxx
Xxxxxx
Amite
Attala
Xxxxxx
Xxxxxxx
Xxxxxxx
Xxxxxxx
Chickasaw
Choctaw
Claiborne
Xxxxxx
Xxxx
Coahoma
Copiah
Xxxxxxxxx
DeSoto
Xxxxxxx
Xxxxxxxx
Xxxxxx
Xxxxxx
Grenada
Xxxxxxx
Xxxxxxxx
Xxxxx
Xxxxxx
Xxxxxxxxx
- 00 -
Xxxxxxxxx
Xxxxxxxx
Jackson
Xxxxxx
Xxxxxxxxx
Xxxxxxxxx Xxxxx
Xxxxx
Xxxxxx
Lafayette
Xxxxx
Xxxxxxxxxx
Xxxxxxxx
Xxxxx
Xxx
Xxxxxxx
Lincoln
Lowndes
Madison
Xxxxxx
Xxxxxxxx
Xxxxxx
Xxxxxxxxxx
Neshoba
Xxxxxx
Noxubee
Oktibbeha
Panola
Pearl River
Xxxxx
Xxxx
Pontotoc
Xxxxxxxx
Xxxxxxx
Xxxxxx
Xxxxx
Xxxxxxx
Xxxxxxx
Xxxxx
Xxxxx
Sunflower
Tallahatchie
Xxxx
Tippah
Tishomingo
Tunica
Union
Xxxxxxxx
Xxxxxx
Washington
Xxxxx
Xxxxxxx
Xxxxxxxxx
Xxxxxxx
Yalobusha
Yazoo
MONTANA
Beaverhead
Big Horn
Xxxxxx
Xxxxxxxxxx
Carbon
Xxxxxx
- 26 -
Cascade
Chouteau
Xxxxxx
Xxxxxxx
Xxxxxx
Deer Lodge
Fallon
Fergus
Flathead
Gallatin
Garfield
Glacier
Golden Valley
Granite
Hill
Xxxxxxxxx
Xxxxxx Basin
Lake
Lewis and Xxxxx
Liberty
Lincoln
XxXxxx
Madison
Xxxxxxx
Mineral
Missoula
Musselshell
Park
Petroleum
Xxxxxxxx
Pondera
Powder River
Xxxxxx
Prairie
Ravalli
Richland
Roosevelt
Rosebud
Xxxxxxx
Xxxxxxxx
Silver Bow
Stillwater
Sweet Grass
Teton
Toole
Treasure
Valley
Wheatland
Wibaux
Yellowstone
Yellowstone National Park
NORTH CAROLINA
Alamance
Alexander
Alleghany
Xxxxx
Xxxx
Xxxxx
Xxxxxxxx
Xxxxxx
Xxxxxx
Brunswick
Buncombe
Xxxxx
- 27 -
Cabarrus
Xxxxxxxx
Camden
Carteret
Xxxxxxx
Catawba
Chatham
Cherokee
Chowan
Xxxx
Xxxxxxxxx
Columbus
Xxxxxx
Cumberland
Currituck
Dare
Xxxxxxxx
Xxxxx
Duplin
Durham
Edgecombe
Xxxxxxx
Xxxxxxxx
Xxxxxx
Xxxxx
Xxxxxx
Xxxxxxxxx
Xxxxxx
Guilford
Halifax
Harnett
Xxxxxxx
Xxxxxxxxx
Hertford
Xxxx
Xxxx
Iredell
Xxxxxxx
Xxxxxxxx
Xxxxx
Xxx
Xxxxxx
Lincoln
XxXxxxxx
Xxxxx
Xxxxxxx
Xxxxxx
Mecklenburg
Xxxxxxxx
Xxxxxxxxxx
Xxxxx
Xxxx
New Hanover
Northampton
Onslow
Orange
Pamlico
Pasquotank
Xxxxxx
Perquimans
Person
Pitt
Xxxx
Xxxxxxxx
Richmond
Robeson
Rockingham
Rowan
Rutherford
Sampson
Scotland
Stanly
Stokes
Surry
Swain
- 28 -
Transylvania
Tyrrell
Union
Vance
Wake
Warren
Washington
Watauga
Wayne
Wilkes
Wilson
Yadkin
Yancey
NORTH DAKOTA
Adams
Barnes
Benson
Billings
Bottineau
Bowman
Burke
Burleigh
Cass
Cavalier
Dickey
Divide
Dunn
Eddy
Emmons
Foster
Golden Valley
Grand Forks
Grant
Griggs
Hettinger
Kidder
La Moure
Logan
McHenry
McIntosh
McKenzie
McLean
Mercer
Morton
Mountrail
Nelson
Oliver
Pembina
Pierce
Ramsey
Ransom
Renville
Richland
Rolette
Sargent
Sheridan
Sioux
Slope
Stark
Steele
Stutsman
Towner
- 29 -
Traill
Walsh
Ward
Wells
Williams
NEBRASKA
Adams
Antelope
Arthur
Banner
Blaine
Boone
Box Butte
Boyd
Brown
Buffalo
Burt
Butler
Cass
Cedar
Chase
Cherry
Cheyenne
Clay
Colfax
Cuming
Custer
Dakota
Dawes
Dawson
Deuel
Dixon
Dodge
Douglas
Dundy
Fillmore
Franklin
Frontier
Furnas
Gage
Garden
Garfield
Gosper
Grant
Greeley
Hall
Hamilton
Harlan
Hayes
Hitchcock
Holt
Hooker
Howard
Jefferson
Johnson
Kearney
Keith
Keya Paha
Kimball
Knox
Lancaster
Lincoln
Logan
- 30 -
Loup
McPherson
Madison
Merrick
Morrill
Nance
Nemaha
Nuckolls
Otoe
Pawnee
Perkins
Phelps
Pierce
Platte
Polk
Red Willow
Richardson
Rock
Saline
Sarpy
Saunders
Scotts Bluff
Seward
Sheridan
Sherman
Sioux
Stanton
Thayer
Thomas
Thurston
Valley
Washington
Wayne
Webster
Wheeler
York
NEW HAMPSHIRE
Belknap
Carroll
Cheshire
Coos
Grafton
Hillsborough
Merrimack
Rockingham
Strafford
Sullivan
NEW JERSEY
Atlantic
Bergen
Burlington
- 31 -
Camden
Cape May
Cumberland
Essex
Gloucester
Hudson
Hunterdon
Mercer
Middlesex
Monmouth
Morris
Ocean
Passaic
Salem
Somerset
Sussex
Union
Warren
NEW MEXICO
Bernalillo
Catron
Chaves
Cibola
Colfax
Curry
De Baca
Dona Ana
Eddy
Grant
Guadalupe
Harding
Hidalgo
Lea
Lincoln
Los Alamos
Luna
McKinley
Mora
Otero
Quay
Rio Arriba
Roosevelt
Sandoval
San Juan
San Miguel
Santa Fe
Sierra
Socorro
Taos
Torrance
Union
Valencia
- 32 -
NEVADA
Churchill
Clark
Douglas
Elko
Esmeralda
Eureka
Humboldt
Lander
Lincoln
Lyon
Mineral
Nye
Pershing
Storey
Washoe
White Pine
Carson City
NEW YORK
Albany
Allegany
Bronx
Broome
Cattaraugus
Cayuga
Chautauqua
Chemung
Chenango
Clinton
Columbia
Cortland
Delaware
Dutchess
Erie
Essex
Franklin
Fulton
Genesee
Greene
Hamilton
Herkimer
Jefferson
Kings
Lewis
Livingston
Madison
Monroe
Montgomery
Nassau
New York
Niagara
Oneida
Onondaga
Ontario
Orange
Orleans
Oswego
Otsego
Putnam
Queens
Rensselaer
Richmond
Rockland
St. Lawrence
- 33 -
Saratoga
Schenectady
Schoharie
Schuyler
Seneca
Steuben
Suffolk
Sullivan
Tioga
Tompkins
Ulster
Warren
Washington
Wayne
Westchester
Wyoming
Yates
OHIO
Adams
Allen
Ashland
Ashtabula
Athens
Auglaize
Belmont
Brown
Butler
Carroll
Champaign
Clark
Clermont
Clinton
Columbiana
Coshocton
Crawford
Cuyahoga
Darke
Defiance
Delaware
Erie
Fairfield
Fayette
Franklin
Fulton
Gallia
Geauga
Greene
Guernsey
Hamilton
Hancock
Hardin
Harrison
Henry
Highland
Hocking
Holmes
Huron
Jackson
Jefferson
Knox
- 34 -
Lake
Lawrence
Licking
Logan
Lorain
Lucas
Madison
Mahoning
Marion
Medina
Meigs
Mercer
Miami
Monroe
Montgomery
Morgan
Morrow
Muskingum
Noble
Ottawa
Paulding
Perry
Pickaway
Pike
Portage
Preble
Putnam
Richland
Ross
Sandusky
Scioto
Seneca
Shelby
Stark
Summit
Trumbull
Tuscarawas
Union
Van Wert
Vinton
Warren
Washington
Wayne
Williams
Wood
Wyandot
OKLAHOMA
Adair
Alfalfa
Atoka
Beaver
Beckham
Blaine
Bryan
Caddo
Canadian
Carter
Cherokee
Choctaw
Cimarron
Cleveland
Coal
- 35 -
Comanche
Cotton
Craig
Creek
Custer
Delaware
Dewey
Ellis
Garfield
Garvin
Grady
Grant
Greer
Harmon
Harper
Haskell
Hughes
Jackson
Jefferson
Johnston
Kay
Kingfisher
Kiowa
Latimer
Le Flore
Lincoln
Logan
Love
McClain
McCurtain
McIntosh
Major
Marshall
Mayes
Murray
Muskogee
Noble
Nowata
Okfuskee
Oklahoma
Okmulgee
Osage
Ottawa
Pawnee
Payne
Pittsburg
Pontotoc
Pottawatomie
Pushmataha
Roger Mills
Rogers
Seminole
Sequoyah
Stephens
Texas
Tillman
Tulsa
Wagoner
Washington
Washita
Woods
Woodward
- 36 -
OREGON
Baker
Benton
Clackamas
Clatsop
Columbia
Coos
Crook
Curry
Deschutes
Douglas
Gilliam
Grant
Harney
Hood River
Jackson
Jefferson
Josephine
Klamath
Lake
Lane
Lincoln
Linn
Malheur
Marion
Morrow
Multnomah
Polk
Sherman
Tillamook
Umatilla
Union
Wallowa
Wasco
Washington
Wheeler
Yamhill
PENNSYLVANIA
Adams
Allegheny
Armstrong
Beaver
Bedford
Berks
Blair
Bradford
Bucks
Butler
Cambria
Cameron
Carbon
Centre
Chester
Clarion
Clearfield
Clinton
Columbia
Crawford
Cumberland
Dauphin
Delaware
Elk
Erie
Fayette
Forest
- 37 -
Franklin
Fulton
Greene
Huntingdon
Indiana
Jefferson
Juniata
Lackawanna
Lancaster
Lawrence
Lebanon
Lehigh
Luzerne
Lycoming
McKean
Mercer
Mifflin
Monroe
Montgomery
Montour
Northampton
Northumberland
Perry
Philadelphia
Pike
Potter
Schuylkill
Snyder
Somerset
Sullivan
Susquehanna
Tioga
Union
Venango
Warren
Washington
Wayne
Westmoreland
Wyoming
York
RHODE ISLAND
Bristol
Kent
Newport
Providence
Washington
SOUTH CAROLINA
Abbeville
Aiken
Allendale
- 38 -
Anderson
Bamberg
Barnwell
Beaufort
Berkeley
Calhoun
Charleston
Cherokee
Chester
Chesterfield
Clarendon
Colleton
Darlington
Dillon
Dorchester
Edgefield
Fairfield
Florence
Georgetown
Greenville
Greenwood
Hampton
Horry
Jasper
Kershaw
Lancaster
Laurens
Lee
Lexington
McCormick
Marion
Marlboro
Newberry
Oconee
Orangeburg
Pickens
Richland
Saluda
Spartanburg
Sumter
Union
Williamsburg
York
SOUTH DAKOTA
Aurora
Beadle
Bennett
Bon Homme
Brookings
Brown
Brule
Buffalo
Butte
Campbell
Charles Mix
Clark
Clay
Codington
Corson
Custer
Davison
Day
- 39 -
Deuel
Dewey
Douglas
Edmunds
Fall River
Faulk
Grant
Gregory
Haakon
Hamlin
Hand
Hanson
Harding
Hughes
Hutchinson
Hyde
Jackson
Jerauld
Jones
Kingsbury
Lake
Lawrence
Lincoln
Lyman
McCook
McPherson
Marshall
Meade
Mellette
Miner
Minnehaha
Moody
Pennington
Perkins
Potter
Roberts
Sanborn
Shannon
Spink
Stanley
Sully
Todd
Tripp
Turner
Union
Walworth
Yankton
Ziebach
TENNESSEE
Anderson
Bedford
Benton
Bledsoe
Blount
Bradley
Campbell
Cannon
Carroll
Carter
Cheatham
Chester
Claiborne
Clay
Cocke
- 40 -
Coffee
Crockett
Cumberland
Davidson
Decatur
DeKalb
Dickson
Dyer
Fayette
Fentress
Franklin
Gibson
Giles
Grainger
Greene
Grundy
Hamblen
Hamilton
Hancock
Hardeman
Hardin
Hawkins
Haywood
Henderson
Henry
Hickman
Houston
Humphreys
Jackson
Jefferson
Johnson
Knox
Lake
Lauderdale
Lawrence
Lewis
Lincoln
Loudon
McMinn
McNairy
Macon
Madison
Marion
Marshall
Maury
Meigs
Monroe
Montgomery
Moore
Morgan
Obion
Overton
Perry
Pickett
Polk
Putnam
Rhea
Roane
Robertson
Rutherford
Scott
Sequatchie
Sevier
Shelby
Smith
Stewart
Sullivan
Sumner
Tipton
Trousdale
Unicoi
Union
Van Buren
Warren
Washington
- 41 -
Wayne
Weakley
White
Williamson
Wilson
TEXAS
Anderson
Andrews
Angelina
Aransas
Archer
Armstrong
Atascosa
Austin
Bailey
Bandera
Bastrop
Baylor
Bee
Bell
Bexar
Blanco
Borden
Bosque
Bowie
Brazoria
Brazos
Brewster
Briscoe
Brooks
Brown
Burleson
Burnet
Caldwell
Calhoun
Callahan
Cameron
Camp
Carson
Cass
Castro
Chambers
Cherokee
Childress
Clay
Cochran
Coke
Coleman
Collin
Collingsworth
Colorado
Comal
Comanche
Concho
Cooke
Coryell
Cottle
Crane
Crockett
Crosby
Culberson
Dallam
Dallas
- 42 -
Dawson
Deaf Smith
Delta
Denton
De Witt
Dickens
Dimmit
Donley
Duval
Eastland
Ector
Edwards
Ellis
El Paso
Erath
Falls
Fannin
Fayette
Fisher
Floyd
Foard
Fort Bend
Franklin
Freestone
Frio
Gaines
Galveston
Garza
Gillespie
Glasscock
Goliad
Gonzales
Gray
Grayson
Gregg
Grimes
Guadalupe
Hale
Hall
Hamilton
Hansford
Hardeman
Hardin
Harris
Harrison
Hartley
Haskell
Hays
Hemphill
Henderson
Hidalgo
Hill
Hockley
Hood
Hopkins
Houston
Howard
Hudspeth
Hunt
Hutchinson
Irion
Jack
Jackson
Jasper
Jeff Davis
Jefferson
Jim Hogg
Jim Wells
Johnson
Jones
Karnes
Kaufman
Kendall
Kenedy
Kent
- 43 -
Kerr
Kimble
King
Kinney
Kleberg
Knox
Lamar
Lamb
Lampasas
La Salle
Lavaca
Lee
Leon
Liberty
Limestone
Lipscomb
Live Oak
Llano
Loving
Lubbock
Lynn
McCulloch
McLennan
McMullen
Madison
Marion
Martin
Mason
Matagorda
Maverick
Medina
Menard
Midland
Milam
Mills
Mitchell
Montague
Montgomery
Moore
Morris
Motley
Nacogdoches
Navarro
Newton
Nolan
Nueces
Ochiltree
Oldham
Orange
Palo Pinto
Panola
Parker
Parmer
Pecos
Polk
Potter
Presidio
Rains
Randall
Reagan
Real
Red River
Reeves
Refugio
Roberts
Robertson
Rockwall
Runnels
Rusk
Sabine
San Augustine
San Jacinto
San Patricio
San Saba
Schleicher
- 44 -
Scurry
Shackelford
Shelby
Sherman
Smith
Somervell
Starr
Stephens
Sterling
Stonewall
Sutton
Swisher
Tarrant
Taylor
Terrell
Terry
Throckmorton
Titus
Tom Green
Travis
Trinity
Tyler
Upshur
Upton
Uvalde
Val Verde
Van Zandt
Victoria
Walker
Waller
Ward
Washington
Webb
Wharton
Wheeler
Wichita
Wilbarger
Willacy
Williamson
Wilson
Winkler
Wise
Wood
Yoakum
Young
Zapata
Zavala
UTAH
Beaver
Box Elder
Cache
Carbon
Daggett
Davis
Duchesne
Emery
Garfield
Grand
Iron
Juab
Kane
Millard
Morgan
- 45 -
Piute
Rich
Salt Lake
San Juan
Sanpete
Sevier
Summit
Tooele
Uintah
Utah
Wasatch
Washington
Wayne
Weber
VERMONT
Addison
Bennington
Caledonia
Chittenden
Essex
Franklin
Grand Isle
Lamoille
Orange
Orleans
Rutland
Washington
Windham
Windsor
VIRGINIA
Accomack
Albemarle
Alleghany
Amelia
Amherst
Appomattox
Arlington
Augusta
Bath
Bedford
Bland
Botetourt
Brunswick
Buchanan
Buckingham
Campbell
Caroline
Carroll
Charles City
Charlotte
Chesterfield
Clarke
Craig
Culpeper
Cumberland
Dickenson
Dinwiddie
- 46 -
Essex
Fairfax
Fauquier
Floyd
Fluvanna
Franklin
Frederick
Giles
Gloucester
Goochland
Grayson
Greene
Greensville
Halifax
Hanover
Henrico
Henry
Highland
Isle of Wight
James City
King and Queen
King George
King William
Lancaster
Lee
Loudoun
Louisa
Lunenburg
Madison
Mathews
Mecklenburg
Middlesex
Montgomery
Nelson
New Kent
Northampton
Northumberland
Nottoway
Orange
Page
Patrick
Pittsylvania
Powhatan
Prince Edward
Prince George
Prince William
Pulaski
Rappahannock
Richmond
Roanoke
Rockbridge
Rockingham
Russell
Scott
Shenandoah
Smyth
Southampton
Spotsylvania
Stafford
Surry
Sussex
Tazewell
Warren
Washington
Westmoreland
Wise
Wythe
York
Alexandria
Bedford
Bristol
- 47 -
Buena Vista
Charlottesville
Chesapeake
Clifton Forge
Colonial Heights
Covington
Danville
Emporia
Fairfax
Falls Church
Franklin
Fredericksburg
Galax
Hampton
Harrisonburg
Hopewell
Lexington
Lynchburg
Manassas
Manassas Park
Martinsville
Newport News
Norfolk
Norton
Petersburg
Poquoson
Portsmouth
Radford
Richmond
Roanoke
Salem
South Boston
Staunton
Suffolk
Virginia Beach
Waynesboro
Williamsburg
Winchester
WASHINGTON
Adams
Asotin
Benton
Chelan
Clallam
Clark
Columbia
Cowlitz
Douglas
Ferry
Franklin
Garfield
Grant
Grays Harbor
Island
Jefferson
King
Kitsap
Kittitas
Klickitat
Lewis
Lincoln
Mason
Okanogan
- 48 -
Pacific
Pend Oreille
Pierce
San Juan
Skagit
Skamania
Snohomish
Spokane
Stevens
Thurston
Wahkiakum
Walla Walla
Whatcom
Whitman
Yakima
WEST VIRGINIA
Barbour
Berkeley
Boone
Braxton
Brooke
Cabell
Calhoun
Clay
Doddridge
Fayette
Gilmer
Grant
Greenbrier
Hampshire
Hancock
Hardy
Harrison
Jackson
Jefferson
Kanawha
Lewis
Lincoln
Logan
McDowell
Marion
Marshall
Mason
Mercer
Mineral
Mingo
Monongalia
Monroe
Morgan
Nicholas
Ohio
Pendleton
Pleasants
Pocahontas
Preston
Putnam
Raleigh
Randolph
Ritchie
Roane
Summers
Taylor
Tucker
Tyler
- 49 -
Upshur
Wayne
Webster
Wetzel
Wirt
Wood
Wyoming
WISCONSIN
Adams
Ashland
Barron
Bayfield
Brown
Buffalo
Burnett
Calumet
Chippewa
Clark
Columbia
Crawford
Dane
Dodge
Door
Douglas
Dunn
Eau Claire
Florence
Fond du Lac
Forest
Grant
Green
Green Lake
Iowa
Iron
Jackson
Jefferson
Juneau
Kenosha
Kewaunee
La Crosse
Lafayette
Langlade
Lincoln
Manitowoc
Marathon
Marinette
Marquette
Menominee
Milwaukee
Monroe
Oconto
Oneida
Outagamie
Ozaukee
Pepin
Pierce
Polk
Portage
Price
Racine
Richland
Rock
- 50 -
Rusk
St. Croix
Sauk
Sawyer
Shawano
Sheboygan
Taylor
Trempealeau
Vernon
Vilas
Walworth
Washburn
Washington
Waukesha
Waupaca
Waushara
Winnebago
Wood
WYOMING
Albany
Big Horn
Campbell
Carbon
Converse
Crook
Fremont
Goshen
Hot Springs
Johnson
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