EXHIBIT 3
IRREVOCABLE PROXY
The undersigned, being the holder of sixty-three (63) shares of capital
stock of Preferred Employers Group, Inc. (the "Company") does hereby constitute
and appoint Xxx Xxxxxx, the true and lawful attorney and proxy for the
undersigned, and in his name, place and xxxxx, with full power of substitution,
for so long as the Amended and Restated Shareholders Agreement, dated as of May
15, 1995 by and among Xxx Xxxxxx, Xxxxxx Xxxxx and the Company (the "Amended
Shareholders Agreement") or so long as the agreement referred to in Section
17(b)(i) thereof shall be in effect, to vote as the proxy of the undersigned all
shares owned, held by or registered in the name of the undersigned in the
Company (the "Shares") at any and all meetings, regular and special, of the
shareholders of the Company, or any adjournments thereof, which may be held
during such period, giving and granting to such attorney and proxy all the
powers that the undersigned would possess if personally present, and to execute
written consents as the attorney and proxy for the undersigned as a shareholder
of the Company, and to waive notice of and to consent to the holdings of
meetings of shareholders, and in general to exercise all rights of the
undersigned to vote or consent as a shareholder of the Company. This Proxy
shall also apply to and govern the voting of all shares and other securities of
the Company or other corporations which may hereafter be issued to the
undersigned by reason of his holding shares of capital stock of the Company.
This Proxy is issued in consideration of the execution of the Amended
Shareholders Agreement. The undersigned hereby affirms that this Proxy is given
in connection with such agreement and that the proxy provided for herein is
coupled with an interest and is irrevocable, to the fullest extent permitted by
law. The undersigned hereby ratifies and confirms all that the proxy may
lawfully do or cause to be done by virtue hereof. This Proxy revokes any other
proxy granted by the undersigned at any time with respect to such shares.
Notwithstanding anything herein set forth, this Proxy shall
automatically be revoked with respect to Shares sold by the undersigned in
compliance with the provisions of the Amended Shareholders Agreement, a copy of
which is on file with the Company.
IN WITNESS WHEREOF, the undersigned has set his hand as of this 15th
day of May 1995.
/s/ Xxxxxx Xxxxx
--------------------------------------
Xxxxxx Xxxxx
Witness:
/s/ Xxxxx Xxxx
