EMPLOYMENT AGREEMENT

 

Exhibit 10.64
     This Employment Agreement (“Agreement”) is entered into effective as of July 3, 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 Xxx Xxxxxxxxxx Xxxxxx (“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 (2) years commencing on the Effective Date and shall be automatically renewed on each day following the Effective Date so that on any given day the unexpired portion of the Term of this Agreement shall be two (2)

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years. Notwithstanding the foregoing provision, at any time after the Effective Date, the Company or Employee may give written notice to the other Party that the Term shall not be further renewed from and after a subsequent date specified in such notice (the “fixed term date”), in which event the Term shall become fixed, and this Agreement shall terminate on the second anniversary of such fixed term date.
     3. Employee’s Duties.
          (a) During the Term, Employee shall serve as the President of the Fossil Group of the Power Division of the Company, or such other similar position as the Parties may mutually agree, 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”) or the Chief Executive Officer of the Company, provided that such duties are consistent with the customary duties of such position(s).
          (b) Employee agrees to devote his 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 his 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,

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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 $500,000 per annum, payable in accordance with the Company’s customary pay periods and subject to customary withholdings. The amount of Base Compensation will be reviewed by the Board on an annual 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.

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          (b) Minimun 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); provided that Employee’s annual bonus shall be not less than $250,000.
          (c) Retention Amount. As additional consideration for this Agreement, as well as the Nonsolicitation and Noncompete Agreement, the Company agrees to place the sum of $1,000,000 in an interest bearing account, which will be invested in accordance with the Company’s deferred compensation policy (such amount, plus any interest or other earnings accruing thereon, the “Retention Amount”). In the event that Employee voluntarily terminates employment with the Company or is terminated for “Misconduct” (as defined below) prior to the completion of four (4) years of continuous employment commencing on the Effective Date, Employee shall forfeit all rights to any portion of the Retention Amount. In the event that Employee completes four (4) years of continuous employment commencing on the Effective Date or is terminated by the Company for any reason other than Misconduct prior to such time, Employee shall receive the Retention Payment not later than fifteen (15) days after the fourth anniversary of the Effective Date or such earlier Date of Termination (defined below). Employee shall be responsible for all applicable taxes in respect of the Retention Amount.

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          (d) Long Term Incentive Awards.
          (i) Not later than December 31 of each year during the Term, pursuant to the Company’s customary long term incentive award process, Employee will be granted shares in the Company with an aggregate value of $1,000,000, which will be divided equally between option shares and restricted shares. The actual number of shares will be determined as follows:
          (A) for restricted shares, $500,000 divided by the closing price on the date of grant; and
          (B) for option shares, $500,000 divided by the Black-Scholes valuation model as applied to the closing price on the date of grant.
The grant of restricted shares will vest in annual installments of 25% each, with full vesting after four years. The grant of options will vest in annual installments of 25% each, with full vesting after four years.
          (ii) 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. Upon the resignation for Good Reason as defined in Section 7(a)(v), death or discharge as defined in Sections 7(a)(ii) and (a)(iii)(A), or disability as defined in Section 7(a)(iv), Employee shall be considered as immediately and totally vested in any and all

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option shares, restricted shares or other similar awards previously made to Employee by the Company under any Long Term Incentive plan duly adopted by the Board (such option shares, restricted shares or similar awards are hereinafter collectively referred to as “Long Term Incentives”). In the event that the Long Term Incentives become vested under this Section 4(d)(ii), Employee will be allowed not less than one year from the date of such vesting in which to exercise such Long Term Incentives if such “exercise” is necessary.
     5. Additional Benefits. In addition to the Compensation provided for in Section 4, Employee shall be entitled to the following:
     (a) 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. Request for reimbursement for such expenses must be accompanied by appropriate documentation.
     (b) Vacation. Employee shall be entitled to four (4) weeks of vacation per year, without any loss of compensation or benefits.

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     (c) General Benefits. Employee shall be entitled to participate in (i) the various Employee benefit plans or programs provided to the Employees of the company in general, including but not limited to, health (including ExecuCare), dental, disability, 401K, and life insurance plans, and (ii) the Flexible Perquisites Plan, which is reserved for selected executives and provides reimbursement for a choice of certain benefits of 4% of Employee’s Base Compensation in each calendar year. (A menu of available benefits will be provided.) 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. Nonsolicitation and Noncompete.
          (a) Employee hereby acknowledges that the Company possesses certain Confidential Information 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

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concerned is not generally known to Persons (defined below) (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 his duties on behalf of the Company and for no other purpose whatsoever, (ii) not, directly or indirectly, at any time during or after his employment by the Company, disclose Confidential Information to any other Person (except to the Company’s officers in connection with his 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

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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 which contain any Confidential Information.
          (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.
     (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, his 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

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than the payment of any unpaid Base Compensation accrued hereunder as of the date of Employee’s resignation.
          (ii) Death. If Employee’s employment is terminated due to Employee’s death, any benefit payable pursuant to the Company’s benefit plans will be paid to Employee’s surviving spouse or estate, and one (1) 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 be considered as immediately and totally vested in any and all Long Term Incentives previously granted to Employee by the Company, and Employee’s surviving spouse or estate will receive the Retention Amount in accordance with Section 4(c). After said payments and provision of insurance benefits, this Agreement shall terminate, and the Company shall have no obligations to Employee or Employee’s legal representatives with respect to this Agreement other than the payment of any unpaid Base Compensation accrued hereunder as of the date of Employee’s death.
          (iii) Discharge.
            (A) The Company may terminate Employee’s employment for any reason at any time upon written notice delivered to Employee. In the event that Employee’s employment is terminated during the Term by the Company for any reason other than Employee’s Misconduct or Disability (both as defined below),

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then the Company (1) shall pay in lump sum in cash to Employee, within thirty (30) days following the Date of Termination, an amount equal to the product of (x) Employee’s Base Compensation as in effect immediately prior to the Date of Termination, multiplied by (y) the remaining portion of the Term, (2) for the remaining portion of the Term, the Company, at its cost, shall provide or arrange to provide to Employee (and, as applicable, Employee’s dependents} disability, accident and group health insurance 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, (3) Employee shall be considered as immediately and totally vested in any and all Long Term Incentives previously granted to Employee by Company, and (4) Employee will receive the Retention Amount in accordance with Section 4(c).

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     (B) Notwithstanding anything to the contrary in this Agreement, in the event 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 Date of Termination. As used herein, “Misconduct” means (1) any willful breach or habitual neglect of duty or Employee’s material and continued failure to substantially perform his duties with the Company (other than any such failure resulting from Employee’s incapacity due to physical or mental illness) after written notice to Employee which specifies the alleged breach, negligence or failure and thirty (30) days to cure; (2) the misappropriation or attempted misappropriation of a material business opportunity of the Company, including attempting to secure any personal profit in connection with entering into any transaction on behalf of the Company, after written notice to Employee which specifies the alleged misappropriation or attempted misappropriation; (3) the intentional misappropriation or attempted misappropriation of any of the Company’s funds or property; or (4)(A) conviction of Employee for a felony offense or (B) Employee engaging in conduct involving fraud or dishonesty; provided that, in the event of (B), the Company will provide notice to the Employee

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that specifies the conduct and the Employee shall be provided thirty (30) days to respond to such notice.
     (iv) Disability. If Employee shall have been absent from the full-time performance of Employee’s duties with the Company for one hundred twenty (120) consecutive calendar days as a result of Employee’s incapacity due to physical or mental illness, Employee’s employment may be terminated by the Company for “Disability,” and 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 twelve (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 group health and dental insurance benefits for Employee and Employee’s dependents for the twelve (12) month period beginning with the Date of Termination, (3) be considered as immediately and totally vested in any and all Long Term Incentives previously granted to Employee by Company, and (4) receive the Retention Amount in accordance with Section 4(c).
     (v) Resignation for Good Reason. Employee shall be entitled to terminate his employment for Good Reason (as defined herein). If Employee terminates his employment for Good Reason, he shall be entitled to the compensation and benefits provided in Section

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7(a)(iii)(A). “Good Reason” shall mean the occurrence of any of the following circumstances without Employee’s express written consent unless such breach or circumstance is fully corrected prior to the Date of Termination specified in the Notice of Termination given in respect thereof:
     (A) the material breach of any of the Company’s obligations under this Agreement without Employee’s express written consent;
     (B) the assignment to Employee of any duties materially inconsistent with Employee’s position;
     (C) the failure by the Company to pay to Employee any portion of Employee’s compensation on the date such compensation is due;
     (D) 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, and/or disability plans in which Employee was participating immediately prior to such time;
     (E) the failure of the Company to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement, as contemplated in Section 12; or

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     (F) the occurrence of any Corporate Change (as defined below), but only if Employee gives notice of his intent to terminate his employment within ninety (90) days following the effective date of such Corporate Change. A “Corporate Change” shall occur if (1) in the event that (x) the Company shall not be the surviving entity in any merger or consolidation (or survives only as a subsidiary of another entity), or (y) the Company sells all or substantially all of its assets to any other person or entity (other than a wholly-owned subsidiary), and in the case of (x) or (y) Employee is not retained in his position or another comparable position, or (2) the Company is dissolved and liquidated.
     (b) Notice of Termination. Any purported termination of Employee’s employment by the Company under Sections 7(a)(iii)(B) or
7(a)(iv), or by Employee under Section 7(a)(v), shall be communicated by written Notice of Termination to the other Party in accordance with Section 10. For purposes of this Agreement, a “Notice of Termination” shall mean a notice that (i) if by the Company for Misconduct or Disability, shall set forth in 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 for Good Reason, shall specify in reasonable detail the basis for such resignation and the Date of Termination. A Notice of Termination given by Employee pursuant to

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Section 7(a)(v) 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. “Date of Termination” shall mean the date specified in the Notice of Termination, provided that the Date of Termination shall be at least fifteen (15) days following the date the Notice of Termination is given. Notwithstanding the foregoing, in the event 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 his 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 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 Sections 7(a)(iii)(A)
or 7(a)(v).

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     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 with the Company.
     9. Assignability. The obligations of Employee hereunder are personal and may not be assigned or delegated by him 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 purpose 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 courrier addressed to the Company at its principal office address, directed to the attention of the Board with a copy to the Secretary of the Company, and 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

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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 boad 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 will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or 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; 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 herein, the term “Company” shall include any successor to its business and/or assets as aforesaid which executes and delivers the

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Agreement provided for in this Section 12 or which 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) 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. 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 that Executive’s development and involvement with the Company and the Company’s business have a national and international territorial scope commercially. Thus, 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.
          (b) Such arbitration proceedings shall be conducted in New Orleans, Louisiana, and shall be conducted in accordance with the then-

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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. 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

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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. 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 15 do not preclude Executive 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 July 24, 2007, effective for all purposes as of the Effective Date.
         
  THE XXXX GROUP INC.
 		  
  By:   /s/ Xxxxxxx X. Xxxxxx    
    Xxxxxxx X. Xxxxxx   
    General Counsel and Corporate Secretary   
 
EMPLOYEE
/s/ Xxx Xxxxxxxxxx Xxxxxx                            
Xxx Xxxxxxxxxx Xxxxxx
X.X. Xxxxxx 466215

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THE XXXX GROUP INC.
NONSOLICITATION AND NONCOMPETE AGREEMENT
     This Nonsolicitation and Noncompete Agreement (“Agreement”) is made and entered into on the date indicated below between The Xxxx Group Inc. (together with its affiliated companies (as set forth in Exhibit A), the “Company”), and Xxx Xxxxxxxxxx Xxxxxx (“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 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 two (2) years after the termination of Executive’s employment, Executive will not, directly or

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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.
     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 services1, and pipe fabrication services, as more fully set forth on the Company’s Form 10-K dated October 31, 2006 (the “Form 10K”).
     (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 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
 
1   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.

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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 two (2) years after termination (whether voluntary or not) of Executive’s employment with the Company, 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 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

- Page 3 of 6 -

 

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.
     (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

- Page 4 of 6 -

 

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 from filing a complaint with any federal, state, or other governmental administrative agency, if applicable.

- Page 5 of 6 -

 

     (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 arbitrators) 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 24 day of July, 2007.
             
COMPANY:
      EXECUTIVE:    
 
            
The Xxxx Group Inc. and
its affiliates listed on Exhibit A:
            
 
            
/s/ Xxxxxxx X. Xxxxxx
 
Xxxxxxx X. Xxxxxx
General Counsel and Corporate Secretary
     of The Xxxx Group Inc.
      /s/ Xxx Xxxxxxxxxx Xxxxxx
 
Xxx Xxxxxxxxxx Xxxxxx

      X.X. Xxxxxx 466215 		   

 

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 Manufacturas 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.
 
35.   XXX I, L.L.C.
 
36.   LandBank Xxxxx, L.L.C.
 
37.   LandBank Properties, L.L.C.
 
38.   LFG Specialties, L.L.C.
 
39.   Lone Star Fabricators, Inc.
 
40.   Manufacturas Xxxx South America, C.A.
 
41.   Millstone River Wetland Services, L.L.C.
 
42.   MWR, Inc.

2

 

43.   Xxxxxxx Venture I, L.L.C.
 
44.   Nuclear Energy Holdings, L.L.C.
 
45.   Nuclear Technology Solutions, L.L.C.
 
46.   Otay Mesa Ventures II, L.L.C.
 
47.   Pacific Support Group LLC
 
48.   Pike Properties I, Inc. (Formerly, SAON Properties, Inc.)
 
49.   Pike Properties II, Inc. (Formerly, Secorp, Inc.)
 
50.   Pipework Engineering and Developments Limited
 
51.   Plattsburg Venture, L.L.C.
 
52.   Power Technologies Asia-Pacific Sdn. Bhd.
 
53.   Prospect Industries (Holdings), Inc.
 
54.   PT Stone & Xxxxxxx Indonesia
 
55.   Raritan Venture I, L.L.C.
 
56.   S C Xxxxx, L.L.C.
 
57.   SELS Administrative Services, L.L.C.
 
58.   Xxxx-ABMB, L.L.C.
 
59.   Xxxx A/DE, Inc.
 
60.   Xxxx Xxxxx Australia Pty Limited
 
61.   Xxxx Alaska, Inc.
 
62.   Xxxx Alloy Piping Products, Inc.
 
63.   Xxxx Americas, L.L.C.
 
64.   Xxxx Xxxxx Housing, L.L.C.
 
65.   Xxxx Beneco, Inc.

3

 

66.   Xxxx California, L.L.C.
 
67.   Xxxx Capital, Inc.
 
68.   Xxxx Capital (Nevada), Inc.
 
69.   Xxxx CENTCOM Services, L.L.C.
 
70.   Xxxx CMS, Inc.
 
71.   Xxxx Coastal, Inc.
 
72.   Xxxx Connex, Inc.
 
73.   Xxxx Constructors, Inc.
 
74.   Xxxx Xxxx Limited
 
75.   Xxxx E & I International Ltd.
 
76.   Xxxx E & I Investment Holdings, Inc.
 
77.   Xxxx Energy Delivery Services, Inc.
 
78.   Xxxx Energy Services, Inc.
 
79.   Xxxx Environmental, Inc.
 
80.   Xxxx Environmental International, Inc.
 
81.   Xxxx Environmental & Infrastructure, Inc.
 
82.   Xxxx Environmental & Infrastructure Massachusetts, Inc.
 
83.   Xxxx Environmental Liability Solutions, L.L.C.
 
84.   Xxxx Europe, Inc. (f/k/a Xxxx E & I Russia, Inc.)
 
85.   Xxxx Export Company, S. de X. X. de C.V.
 
86.   Xxxx Fabricators, Inc.
 
87.   Xxxx Facilities, Inc.
 
88.   Xxxx Field Services, Inc.

4

 

89.   Xxxx Xxxxxx Company (FCI), Inc.
 
90.   Xxxx Xxxxxx Power Services, Inc.
 
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
 
95.   Xxxx Group UK Holdings
 
96.   Xxxx Group UK International Services Ltd.
 
97.   Xxxx Group UK Limited
 
98.   Xxxx GRP of California
 
99.   Xxxx Xxxxxxx Housing, L.L.C.
 
100.   Xxxx Heat Treating Service, C.A.
 
101.   Xxxx Home Louisiana, Inc.
 
102.   Xxxx Industrial Supply Co., Inc.
 
103.   Xxxx Infrastructure, Inc.
 
104.   Xxxx Intellectual Property Holdings, Inc.
 
105.   Xxxx International, Inc.
 
106.   Xxxx International, Ltd. (Formerly, Xxxx Caribbean (Cayman), Ltd.)
 
107.   Xxxx International Management Services One, Inc.
 
108.   Xxxx International Management Services Two, Inc.
 
109.   Xxxx XX Holdings, L.L.C.
 
110.   Xxxx Lancas, C.A.
 
111.   Xxxx Liquid Solutions LLC

5

 

112.   Xxxx Little Rock Housing, L.L.C.
 
113.   Xxxx Maintenance, Inc.
 
114.   Xxxx Managed Services, Inc.
 
115.   Xxxx Management Services One, Inc.
 
116.   Xxxx Manufacturing and Services, Inc.
 
117.   Xxxx Manpower, S. de X.X. de C.V.
 
118.   Xxxx Mexican Holdings, S. de X.X. de C.V.
 
119.   Xxxx Mexico, L.L.C.
 
120.   Xxxx Xxxxxx City Terminal, Inc.
 
121.   Xxxx NAPTech, Inc.
 
122.   Xxxx Northeast Housing, L.L.C.
 
123.   Xxxx Northwest Housing, L.L.C.
 
124.   Xxxx Nuclear Energy Holdings (UK), Inc.
 
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

Aleutians East
Aleutians West
Anchorage
Bethel
Bristol Bay
Denali
Dillingham
Xxxxxxxxx North Star
Haines
Juneau
Kenai Peninsula
Ketchikan Gateway
Kodiak Island
Lake and Peninsula
Matanuska-Susitna
Nome
North Slope
Northwest Arctic
Prince of Wales-Outer Ketchikan
Sitka
Skagway-Hoonah-Angoon
Southeast Fairbanks
Xxxxxx-Xxxxxxx
Xxxx Xxxxxxx
Wrangell-Petersburg
Yakutat
Yukon-Koyukuk


ALABAMA

Autauga
Xxxxxxx
Xxxxxxx
Xxxx
Xxxxxx
Xxxxxxx
Xxxxxx
Xxxxxxx
Xxxxxxxx
Cherokee
Xxxxxxx
Choctaw
Xxxxxx
Xxxx
Cleburne
Coffee
Colbert
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 -

 

ARKANSAS

Arkansas
Xxxxxx
Xxxxxx
Xxxxxx
Xxxxx
Xxxxxxx
Xxxxxxx
Xxxxxxx
Chicot
Xxxxx
Xxxx
Cleburne
Cleveland
Columbia
Xxxxxx
Xxxxxxxxx
Xxxxxxxx
Xxxxxxxxxx
Cross
Xxxxxx
Xxxxx
Xxxx
Xxxxxxxx
Xxxxxxxx
Xxxxxx
Xxxxxxx
Xxxxx
Xxxxxx
Hempstead
Hot Spring
Xxxxxx
Independence
Izard
Xxxxxxx
Xxxxxxxxx
Xxxxxxx
Xxxxxxxxx
Xxxxxxxx
Xxx
Lincoln
Little River
Xxxxx
Lonoke
Madison
Xxxxxx
Xxxxxx
Mississippi
Xxxxxx
Xxxxxxxxxx
Nevada
Xxxxxx
Ouachita
Xxxxx
Xxxxxxxx
Pike
Poinsett
Polk
Xxxx
Prairie
Xxxxxxx
Xxxxxxxx
St. Xxxxxxx
Saline


- 3 -

 

Xxxxx
Xxxxxx
Xxxxxxxxx
Xxxxxx
Xxxxx
Xxxxx
Union
Van Buren
Washington
White
Xxxxxxxx
Yell


CALIFORNIA

Alameda
Alpine
Xxxxxx
Butte
Calaveras
Colusa
Contra Costa
Del Norte
El Dorado
Fresno
Xxxxx
Humboldt
Imperial
Inyo
Xxxx
Kings
Lake
Lassen
Los Angeles
Madera
Marin
Mariposa
Mendocino
Merced
Modoc
Mono
Monterey
Napa
Nevada
Orange
Placer
Plumas
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


- 7 -

 

XXXXXXX

Xxxxxxx
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
Xxxxxxx
Rockingham
Xxxxx
Xxxxxxxxxx
Xxxxxxx
Scotland
Xxxxxx
Xxxxxx
Surry
Xxxxx


- 28 -

 

Transylvania
Xxxxxxx
Union
Xxxxx
Wake
Xxxxxx
Xxxxxxxxxx
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


OREGON

- 36 -

 

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
Laramie
Lincoln
Natrona
Niobrara
Park
Platte
Sheridan
Sublette
Sweetwater
Teton
Uinta
Washakie
Weston


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Filed: December 6th, 2007
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