EXHIBIT A

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BYLAWS<= /p>

Claim ProfessionalS Liability Insurance Company

(A Risk Retention Group)

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ARTI= CLE I

SHAR= EHOLDERS

<= span style=3D'mso-tab-count:1'> = Section 1. Eligibility Requiremen= ts. Only active insureds of the Corpo= ration are eligible to own its shares. In order to be eligible for such insurance= and ownership, a Shareholder must meet underwriting criteria as developed or approved by the Board of Directors from time to time, and be issued a poli= cy of liability insurance by the Corporation. The Corporation’s Class A sh= ares are available for purchase only by members in good standing of the National Association of Independent Insurance Adjusters (“NAIIA”). The Corporation’s Class B shares are available to those claims professio= nals who meet the Corporation’s underwriting standards but who are not me= mbers in good standing of the NAIIA. The Corporation’s Class C shares a= re available to Claim Professional= s and to individuals or firms working in support of claims professionals.= If a holder of Class A shares surrenders, for any reason, its membership in the NAIIA, the Class A shares held by such holder will automatically convert t= o an equal number of Class B shares of the Corporation. If a holder of the Corporation’s Class B shares becomes a member in good standing of the NAIIA, the Class B shares held by such holder will automatically convert t= o an equal number of Class A shares of the Corporation. If a holder of Class C shares qualifies to become an owner of Class A or Class B shares, with the approval of the Board, and in its discretion, such Shareholder may elect to convert his shares by paying the then established value of the shares to w= hich he wants to convert, less the amount paid for the Class C stock and upon s= uch other terms and conditions as established by the Board of Directors and in conformity with applicable law.

<= span style=3D'mso-tab-count:1'> = Section 2. Annual Meeting. The annual meeting of Shareholders commencing with the year 2005 shall be held at such place within or withou= t the State of Vermont= and at such time and on such date as may be specified in the notice of mee= ting or in a duly executed waiver thereof.&nbs= p; The purpose of the annual meeting shall be to elect a Board of Dire= ctors and to transact such other business as may properly be brought before the meeting. Failure to hold an = annual meeting of Shareholders shall not work a forfeiture or dissolution of the Corporation. If the annual m= eeting is not held, a special meeting may be held in place thereof, and any busin= ess transacted or elections held at such meeting shall have the same effect as= if transacted or held at the annual meeting.= Such special meeting shall be called in the same manner and as prov= ided for in Section 3 of this Article, relating to special meetings of Sharehol= ders.

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<= span style=3D'mso-tab-count:1'> = Section 3. Special Meetings.<= span style=3D'mso-spacerun:yes'> Special meetings of the Sharehold= ers may be called by the President or the Board of Directors of the Corporation, a= nd shall be called by the Secretary of the Corporation within 90 days of a wr= itten request of the holders of not less than one-tenth of all the shares entitl= ed to vote at the meeting, for any purpose.&nbs= p; Special meetings shall be held at the registered office of the Corporation in Vermont, or at such othe= r place either within or without the State of Vermont, and on such date and hour, as shall be stated in the notice of the meeting= , or in a duly executed waiver thereof.

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<= span style=3D'mso-tab-count:1'> = Section 4. Notice/Record Date= . A written or oral notice of each = meeting of Shareholders, stating the place, day and hour thereof, shall be given b= y the Secretary of the Corporation not less than ten (10) nor more than sixty (6= 0) days before the meeting to each Shareholder as of the Record Date. Notice of an annual meeting need = not include a description of the purpose or purposes of the meeting. Notice of a special meeting shall include a description of the purpose or purposes for which the meeting is called. The Board may fix a = Record Date for any meeting of Shareholders which shall be not more than seventy = (70) or less than ten (10) days prior to the date of the meeting. If no such Record Date is fixed, = the Record Date for the meeting shall be the day prior to the day on which fir= st notice of the meeting is delivered to Shareholders. Notice may be communicated in per= son, by telephone, facsimile, or by mail or private carrier to each Shareholder at= its address as it appears in the records of the Corporation. Oral notice shall be used only if reasonable under the circumstances, and shall be effective when communicat= ed. If oral notice is used, a record = shall be kept of the time, date, and manner in which such notice was given, and = by whom. Written notice shall be deemed to be effective when deposited in the United States mail, addresse= d to the Shareholder at his or her address as it appears on the stock transfer = books of the Corporation, with postage thereon prepaid. Notice to any Shareholder having executed a proxy pursuant to Section 6 of this Article shall be deemed com= plete if given to such proxy. In c= ase of death, absence, incapacity or refusal of the Secretary of the Corporation,= such notice may be given by any other Executive Officer, or by a person designa= ted either by the Secretary of the Corporation, or by the person or persons ca= lling the meeting or by the Board of Directors.= Notice of the time, place or purpose of the annual or any special meeting of the Shareholders may be waived in writing by any Shareholder be= fore or after the meeting. The wa= iver shall be signed by the Shareholder(s) and delivered to the Corporation for inclusion in the minutes or filing with the corporate records. Entitlement to proper notice shal= l be deemed waived by any Shareholder attending in person or by proxy, unless s= uch attendance is for the sole purpose of objecting to the absence of, or deficiencies in, the notice.

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<= span style=3D'mso-tab-count:1'> = Section 5. Quorum. Except as otherwise specifically required by law, the Articles of Incorporation, or these Bylaws, a majorit= y of the voting power of the Class A shares and Class B shares, present in pers= on or represented by proxy, shall constitute a quorum for the transaction of bus= iness at all meetings of the Shareholders. A quorum, once achieved, shall not be broken by the departure of any Shareholders from the meeting. Once a share is represented for any purpose at a meeting, it is deemed present = for quorum purposes for the remainder of the meeting, and for any adjournment = of the meeting, unless a new Record Date is or must be set for that adjourned meeting. If the required quo= rum is not present or represented at any meeting of the Shareholders, the Shareho= lders present in person or represented by proxy and entitled to vote on the matt= ers to be addressed shall have the power to adjourn the meeting from time to t= ime, until a quorum shall be achieved. At any adjourned meeting at which a quorum is present or is deemed = to be present, any business may be transacted which might have been transacted a= t the meeting as originally noticed.

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<= span style=3D'mso-tab-count:1'> = Section 6. Voting and Proxies= . Shareholders shall be entitled to= vote in person, by proxy executed in writing and signed by the Shareholder or t= he Shareholder's agent-in-fact, or by proxy transmitted to the Corporation by electronic transmission, including telephone or electronic mail. Proxies shall be filed with the Secretary of the meeting before being voted. An appointment of a proxy shall b= e valid for eleven months from the date of its execution, unless a longer term is expressly provided in the appointment form and approved of in advance by t= he Board of Directors. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise. Except as otherwise provided by l= aw, or by the Articles of Incorporation, each Shareholder of record on the Record= Date for the meeting shall be entitled to four (4) votes for each Class A share= and one (1) vote for each Class B share standing in its name on the books of the Corporation. Class C shares = shall be non-voting. Directors shall be elected by a plurality of the votes cast= by the shares entitled to vote at a meeting at which a quorum is present. All other matters shall be approv= ed if the votes cast favoring the action exceed the votes cast opposing the acti= on.

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ARTI= CLE II

DIRE= CTORS

<= span style=3D'mso-tab-count:1'> = Section 1. Board of Directors; Nu= mber and Terms. The number of individuals that shall constitute the Board of Directors shall be at least= five (5) and not more than nine (9). The number of Directors shall be determine= d by the Shareholders at each annual meeting, or by the Board of Directors. Subject to any contractual agreem= ent among the Shareholders and the Corporation regarding the election of Direc= tors, each Director, with the exception of the Vermont Director, shall be a Clas= s A or Class B Shareholder of the Corporation, or a representative thereof, and shall be elected by the Shareholders at the annual meeting thereof and sha= ll serve a term established in accordance with the Articles of Incorporation = and until his or her successor is elected and qualifies, or until his or her earlier resignation or removal. Vacancies created by reason of an increase in the size of the Board during the cours= e of the year may be filled as provided in Section 5 of this Article. At least = one (1) Director shall be a resident of Vermont.

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<= span style=3D'mso-tab-count:1'> = Section 2. Quorum and Voting.= Unless otherwise required by law,= the Articles, or these Bylaws, a majority of the total number of Directors sha= ll constitute a quorum for the transaction of business. The vote of a majority of the Dir= ectors present at a meeting at which a quorum is present shall be the act of the = Board of Directors.

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<= span style=3D'mso-tab-count:1'> = Section 3. Resignation. Any Director may resign at any ti= me by delivering a resignation in writing to the President, the Treasurer or the Secretary or to the Board of Directors.&n= bsp; Such resignation shall be effective at the date set forth in the no= tice, and if there is none, upon receipt.

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<= span style=3D'mso-tab-count:1'> = Section 4. Committees. The Board of Directors may by res= olution passed by a majority of the whole board, designate one or more committees, including but not limited to committees for underwriting, claims and loss prevention, finance and/or audit, and member services, from among the memb= ers of the whole Board. Each com= mittee must have two or more such members, and may also have non-voting advisory members who are also subject to approval by the Corporation’s Board = of Directors. Subject to the vo= ting requirements of Section 2 of Article II of these Bylaws, any such committe= e, to the extent provided in the resolution of the whole board which establishes= it and permitted by Vermont law, may make recommendations to the Board of Directors in the management = of the business and affairs of the Corporation. Such recommendations shall be non-binding. Any Director may be a member of more than one committee. The procedures to be followed by = such committees with respect to notice, quorum, voting, action without meeting,= and other such matters shall be the same as those specified for meetings of Directors.

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<= span style=3D'mso-tab-count:1'> = Section 5. Vacancies and Newly-Cr= eated Directorships. Subject t= o any contractual agreement among the Shareholders and the Corporation regarding= the election of Directors, any vacancy occurring on the Board of Directors by reason of death, resignation, retirement or removal from office of any Director, or an increase in the number of Directors, may be filled by majo= rity vote of the remaining Directors, although less than a quorum. The Directors so chosen to fill a= ny such vacancy or newly-created directorship shall hold office until the election= of their successors at the next annual meeting of Shareholders.

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<= span style=3D'mso-tab-count:1'> = Section 6. Place, Time and Notice= of Meetings. The Directors = may hold their meetings in such place or places, within and without the State = of Vermont, as the Board of Directors may determine f= rom time to time; however, at least one meeting each year shall be held in the State of Vermont= . The Board of Directors shall meet= each year immediately after the annual meeting of Shareholders, for the purpose= of organization, appointment of Officers, and consideration of any other busi= ness that may properly come before the meeting. No notice of any kind to either old or new members of the Board of Directors for this annual meeting shall be necessary. Special meetings of the Directors= shall be held at the call of the President or of any one Director. A notice of a special meeting of = the Board of Directors need not specify the purposes of the meeting. Notice of the time, date and plac= e of all special meetings of the Board of Directors shall be given to each Dire= ctor by the Secretary, or in the case of the death, absence, incapacity or refu= sal of such person, by the Officer or one of the Directors calling the meeting. Such notice shall b= e given to each Director at least ten (10) days in advance of the special meeting, unless a two-thirds (2/3) majority of the Board of Directors agrees to sho= rten such notice time in the event of an emergency. Oral notice shall be sufficient, = if reasonable under the circumstances, and shall be effective when communicated. If oral notice= is used, a record shall be kept of the time, date, and place such notice was = given and by whom. If written noti= ce is employed, it shall be deemed effective at the earlier of: (1) when receive= d; (2) 3 days after deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed; or (3) on the date s= hown on the return receipt if sent by registered or certified mail, return rece= ipt requested, and the receipt is signed by or on behalf of the addressee. Notice need not be given to any D= irector if that Director executes a signed, written waiver of notice either before= or after the meeting, and the waiver is filed with the records of the meeting. A Director's attend= ance at or participation in a meeting acts as a waiver of any deficiency in the no= tice to that Director unless the Director objects at the beginning of the meeting = (or promptly upon the Director's arrival) and the Director does not thereafter= vote for or assent to action taken at the meeting.

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<= span style=3D'mso-tab-count:1'> = Section 7. Telephone Meetings and Written Consents. Any ac= tion required or permitted to be taken at any meeting of the Board of Directors= or committees thereof may be taken by telephone conference call or other communications equipment, or may also be taken without a meeting if all me= mbers of the board or committee, as the case may be, consent to such action in writing and the writing or writings are filed in the minute book of the bo= ard or committee.

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<= span style=3D'mso-tab-count:1'> = Section 8. Removal of Directors. Subject to any contractual agreem= ents among the Shareholders and the Corporation regarding the election of Direc= tors, a Director may be removed with or without cause by a vote of a majority of= the shares issued and outstanding and entitled to vote. The notice to Shareholders (or any waiver of notice) of any meeting at which such action is proposed to be ta= ken shall state that the purpose, or one of the purposes, of the meeting is the remo= val of the Director.

ARTI= CLE III

OFFI= CERS

<= span style=3D'mso-tab-count:1'> = Section 1. Officers. The Officers of the Corporation s= hall consist at the very least of a President, a Treasurer, a Secretary, and any such other Officers and Assistant Officers, without limitation, as the Directors may appoint at their annual meeting or from time to time thereafter. In the absence of written contracts providing for such service on longer terms, the Presiden= t, Secretary, and Treasurer shall be appointed annually by the Directors at their annual meeting following the annual meeting of the Shareholders. Other Officers may be appointed b= y the Directors at such meeting or at any other time. Each Officer shall hold office un= til a successor is appointed and qualified or until his or her earlier death, resignation or removal. Any = Officer may resign at any time upon delivering a resignation in writing to the President, the Treasurer or the Secretary or to a meeting of the Directors. Such resignation = shall be effective upon receipt unless specified to be effective at some other time. Any Officer appointed = by the Board of Directors may be removed at any time, with or without cause, by majority vote of the whole Board of Directors taken at a meeting duly call= ed and held. Any vacancy occurr= ing in any office of the Corporation by reason of death, resignation, removal of = an Officer or otherwise, shall be filled by the Board of Directors in the same manner as the ordinary appointment of Officers by Directors, and an Office= r so chosen shall hold office until the next regular appointment for that offic= e, or until earlier death, resignation or removal. The compensation of all Officers = shall be fixed from time to time by the Board of Directors. The Board of Directo= rs may enter into contracts with Officers fixing the terms, conditions, compensation and benefits as it in its discretion may deem to be in the be= st interests of the success of the Corporation.

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<= span style=3D'mso-tab-count:1'> = Section 2. President. It shall be the duty of the Presi= dent to preside at all meetings of the Shareholders and at meetings of the Board of Directors, and to have general authority over the ordinary course of the business of the Corporation.

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<= span style=3D'mso-tab-count:1'> = Section 3. Vice-President. Any Vice-President, or Vice-Presi= dents, shall have such powers and duties as shall be assigned to them by the Boar= d of Directors or the President.

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<= span style=3D'mso-tab-count:1'> = Section 4. Treasurer and Assistant Treasurers. The Treasurer shall, subject to the direction and under the supervision of the Directors, have: general charge of the financial concerns of the Corporation; care and custody of the funds and valuable papers of the Corporation, except the Treasurer's own bond, if any; authority to endorse for deposit or collecti= on all notes, checks, drafts and other obligations for the payment of money payable to the Corporation or to its order, and to accept drafts on behalf= of the Corporation; authority to pay or cause to be paid all dividends voted = by the Board of Directors; and shall keep, or cause to be kept, accurate book= s of account, which shall be the property of the Corporation. If required by the Board of Direc= tors, the Treasurer shall post a bond for the faithful performance of the Treasu= rer's duties in such form, in such sum, and with such sureties as the Directors = shall require. Any Assistant Treas= urer shall have such powers and duties as the Directors or the President may delegate to such office.

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<= span style=3D'mso-tab-count:1'> = Section 5. Secretary and Assistant Secretaries. The Secreta= ry shall, in addition to any duties imposed upon that office pursuant to Verm= ont law, the Articles of Incorporation or these Bylaws, keep an attested copy = of the Articles of Incorporation and amendments thereto, and of these Bylaws = with a reference on the margin of said Bylaws to all amendments thereof, all of which documents and books shall be kept at the registered office of the Corporation or at the office of the Secretary. The Secretary shall keep or cause= to be kept, at the registered office of the Corporation or at the Secretary's of= fice, the stock and transfer records of the Corporation. The Secretary shall also keep a r= ecord of the meetings of the Directors. The Secretary shall give or cause to be given such notice as may be required of all meetings of Shareholders and all meetings of the Board of Directors, and shall keep the seal of the Corporation in safe custody and = affix it to any instrument when such action is incident to his or her office or = is authorized by the Board of Directors.&nbs= p; Any Assistant Secretary shall have such powers and duties as the Directors or the President may delegate to such office.

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<= span style=3D'mso-tab-count:1'> = Section 6. Other Powers and Dutie= s. Subject to these Bylaws, each Off= icer shall have in addition to the duties and powers specifically set forth in = these Bylaws, such duties and powers as the Directors or the President may from = time to time delegate to such office.

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ARTI= CLE IV

SHAR= ES OF STOCK

<= span style=3D'mso-tab-count:1'> = Section 1. Amount Authorized.= The amount of the authorized capi= tal stock and the par value, if any, of the shares authorized shall be fixed i= n the Articles of Incorporation, as amended from time to time.

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<= span style=3D'mso-tab-count:1'> = Section 2. Stock Certificates= . The Board of Directors may author= ize the issuance of shares of the Corporation with or without Certificates. Within a reasonable time after t= he issuance or transfer of shares without certificates, and at least annually thereafter, the Corporation shall send each Shareholder a written statement containing: the name of the issuing corporation and that it is organized u= nder the laws of Vermont; the name of the person to whom the shares are issued;= the number and class of shares and the designation of series, if any; and any restriction on the transfer of shares.&nb= sp; If the Corporation issues shares represented by certificates, each Shareholder shall be entitled to a certificate representing the shares of = the Corporation owned by him or her, under the corporate seal or a facsimile thereof, containing the same information as would be required in a written statement to Shareholders in the absence of such certificate, in a form as= may be prescribed from time to time by the Directors. Such certificate shall be signed = by the President or a Vice President, and the Treasurer or the Secretary.

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<= span style=3D'mso-tab-count:1'> = Section 3. Transfer. Shares of the Corporation’s= stock are not transferable other than to the Corporation in accordance with the Articles of Incorporation, any contractual agreement among the Corporation= and its Shareholders, or pursuant to the consent of the Board of Directors whi= ch shall be exercised in its sole discretion, and as may be limited by applic= able law restricting ownership to firms and individuals who qualify for insuran= ce by the Corporation. If certificated, each share certificate shall contain a l= egend describing such restriction on transfer. The Corporation shall be entitled= to treat the record holder of shares as shown on its books as the owner of su= ch shares for all purposes.

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ARTI= CLE V

MISC= ELLANEOUS PROVISIONS

<= span style=3D'mso-tab-count:1'> = Section 1. Fiscal Year. The fiscal year of the Corporatio= n shall end on December 31.

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<= span style=3D'mso-tab-count:1'> = Section 2. Seal. The seal of the Corporation shall, subject to alteration by the Directors, consist of a flathead, circular die with the words "Vermont= ", the name of the Corporation, and “2004” cut or engraved thereo= n.

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<= span style=3D'mso-tab-count:1'> = Section 3. Voting of Shares in Ot= her Corporations. Except as = the Directors may otherwise designate, the President or Treasurer may waive no= tice of, and appoint any person or persons to act as proxy or attorney in fact = for this Corporation (with or without power of substitution), at any meeting of Shareholders of any other corporation or organization, the securities of w= hich may be held by this Corporation.

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<= span style=3D'mso-tab-count:1'> = Section 4. Amendments. These Bylaws may be amended by a majority of the Board of Directors or by a majority of the Shareholders.

ARTI= CLE VI

NOTE= S, CHECKS, DRAFTS AND CONTRACTS

<= span style=3D'mso-tab-count:1'> = Section 1. Notes, Checks and Draf= ts. The notes, checks and drafts of t= he Corporation shall be signed by such person or persons as the Board of Dire= ctors may from time to time designate, and in the absence of such designation, b= y the Treasurer. Manual signature = or signatures shall be required on all notes and drafts of the Corporation. In the case of checks of the Corporation, either manual or facsimile signature or signatures may be use= d.

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<= span style=3D'mso-tab-count:1'> = Section 2. Contracts. Contracts of the Corporation shal= l be executed by such person or persons as may be generally designated by the B= oard of Directors and, in the absence of such designation, by the President or = any Executive Vice-President.

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ARTI= CLE VII

Indemnification

<= span style=3D'mso-tab-count:1'> = The Corporation shall indemnify its Directors and Officers, and by action of i= ts Directors, may indemnify its employees and agents, against liability incur= red by any of them in their capacity as such, to the full extent permitted by = and in accordance with the laws of Vermont, as amended from time to time. Such indemnification shall continue as to a person who has ceased to be a Direc= tor, Officer, employee, or agent and shall inure to the benefit of the heirs, executors and administrators of such person.