CONFIDENTIAL SETTLEMENT AGREEMENT AND FULL AND FINAL RELEASE OF CLAIMS

Exhibit 99.1

CONFIDENTIAL SETTLEMENT AGREEMENT AND FULL AND FINAL RELEASE OF CLAIMS

THIS CONFIDENTIAL SETTLEMENT AGREEMENT AND FULL AND FINAL RELEASE OF

CLAIMS ("Agreement") is made and entered into on January 2, 2007 by and between

Hays Insurance Brokerage Group of New England, LLC (referred to as "Hays"), on

the one hand, and BNS Holding, Inc. and BNS Co. (individually and collectively,

"BNS"), on the other hand, collectively hereinafter "the Parties."

WHEREAS, the Massachusetts Attorney General issued a Civil

Investigative Demand under Mass. G.L. ch. 93A ss. 6 to Hays involving Hays'

conduct as an insurance broker in Massachusetts ("Investigation"); and

WHEREAS, the Massachusetts Attorney General and Hays negotiated a

settlement involving certain alleged alterations, undisclosed fees, and

undisclosed commissions; and

WHEREAS, the Parties and their counsel conferred and arrived at a

mutually satisfactory resolution of all disputes and claims existing between

them arising out of the Investigation, the alleged alterations, undisclosed

fees, and undisclosed commissions; and

WHEREAS, the Parties wish to avoid protracted and extensive litigation

to resolve their differences and have agreed to a full settlement of all issues

and disputes among them, relating solely to the alleged alterations pertaining

to Hays' conduct, undisclosed fees of Hays, and undisclosed commissions paid to

Hays for or concerning policies brokered by Hays for BNS during the period from

2002 to the date of this Agreement;

NOW, THEREFORE, in consideration of the agreements, covenants, and

provisions contained in this Agreement, the Parties agree as follows:

1. PAYMENT BY HAYS. Hays agrees that, in consideration of this Agreement and

covenant not to sue and other obligations that BNS has undertaken under this

Agreement, Hays will pay to BNS the total sum of Five Hundred and Seventeen

Thousand Eight Hundred and Forty-Seven Dollars and 91/100 Dollars ($517,847.91)

for reimbursement to BNS for all disputes and claims existing between them

arising out of the Investigation, the alleged alterations, undisclosed fees,

undisclosed commissions, and attorneys fees incurred by reason of the

Investigation.

2. RELEASE AND COVENANT NOT TO SUE BY BNS. In exchange for the payment described

in paragraph number 1, BNS, its predecessors, successors, assigns, agents,

directors, officers, past or present employees, representatives, attorneys,

divisions, subsidiaries, heirs, affiliates, hereby irrevocably and

unconditionally releases, covenants not to sue, acquits and forever discharges

Hays, its owners, stockholders, predecessors, successors, assigns, agents,

directors, officers, past or present employees, representatives, divisions,

parent corporation, subsidiaries, heirs, affiliates (and agents, directors,

officers, employees, representatives and attorneys of such divisions,

subsidiaries and affiliates), and attorneys (collectively "Released Parties"),

or any of them, from any and all charges, complaints, claims, liabilities,

obligations, promises, agreements, controversies, damages, actions, causes of

action, suits, rights, demands, costs, losses, debts and expenses (including

attorney fees and costs actually incurred) of any nature whatsoever, known or

unknown, which BNS now has, owns, or holds or which BNS at any time heretofore

had, owned, or held against each of the Released Parties up and to including the

date of the execution of this Agreement, arising out of the Investigation, the

alleged alterations relating to Hays' conduct as a broker, undisclosed fees paid

to Hays, or undisclosed commissions paid to Hays ("Claim" and/or "Claims"),

including but not limited to: (a) all Claims under the Massachusetts Deceptive

Trade Practices Act, Mass. G.L. ch. 93A and all similar federal and state of

Rhode Island laws, arising out of such alterations, undisclosed fees, or

undisclosed commissions and (b) all Claims arising under any consumer fraud acts

for such alterations, undisclosed fees, or undisclosed commissions; and (c)

claims based on contract or quasi-contract, negligence, breach of fiduciary

duty, and/or fraud and/or tort or any other common law claims arising out of

such alterations, undisclosed fees, or undisclosed commissions. BNS covenants

and agrees not to bring any administrative, judicial, or other actions against

any of the Released Parties with respect to the aforementioned Claim or Claims.

It is expressly understood and agreed that nothing herein shall be deemed to

release, covenant not to sue, acquit or forever discharge any of the Released

Parties for or from any claims arising out of any of the policies of insurance

procured by Hays, or any subsidiary or predecessor of Hays, for BNS or any

failure by Hays, or any subsidiary or predecessor of Hays, to procure any policy

or insurance coverage for BNS.

3. CONFIDENTIALITY AGREEMENT. BNS and Hays represent and agree that each will

keep the terms, amount and contents of this Agreement completely confidential,

and that they will not hereafter disclose any of those terms, amount and

contents to anyone, including, but by no means limited to, any past, present, or

prospective insurance broker or insurance agents or customers or prospective

customers of Hays, except as required pursuant to a lawful subpoena or court

order, and in such case not until Hays and its counsel or BNS and its counsel

have been provided, as soon as practicable, with written notice of such demand

for disclosure. BNS and Hays may disclose the terms of this Agreement to their

tax return preparers, auditors, financial advisors and/or attorneys so long as,

in advance of such co