Directors and Officers Liability

Entity Securities Coverage automatically included in the policy

Shareholder Derivative Demand Investigation Costs Coverage automatically included in the policy, subject to separate limit

Blanket Nonprofit Outside Position Coverage and scheduled coverage of For-Profit Outside Position Coverage

Crisis Fund Coverage automatically included in policy

Broad definition of “claim” includes criminal proceedings

Broad definition of “claim” also includes formal and informal interviews of insured persons by any governmental or self-regulatory authority, but only with respect to A-Side Coverage

Broad definition of “insured person” includes employees of the entity when named as defendants in securities

Broad definition of “wrongful act” includes service or status as fiduciaries of employee benefit plan sponsored solely by the insured entity, but only with respect to A-Side Coverage

• Punitive, exemplary and multiple damages when insurable under the applicable law most favorable to the insured
• Loss from claims under Section 11 and 12 of the Securities Act of 1933
• Penalties under the Foreign Corrupt Practices Act

• Defamation or invasion of privacy
• Failure to maintain insurance
• Section 16(b) of the Securities Exchange Act of 1934
• Unapproved remuneration

Narrow pollution exclusion: not applicable to non-indemnifiable loss

• Does not apply to claims by a bankruptcy or insolvency receiver, trustee, etc., for the entity
• Does not apply to a claim by an insured person who has not served as such for four years

• Notice of claim as soon as practicable after risk manager or general counsel first learns of claim, not later than 90 days after the end of the policy period
• Notice of circumstances is permitted during the discovery period

• Knowledge of any insured person not imputed to any other insured person
• Insuring Clause A non-rescindable

No hammer clause

No panel counsel

• Coverage automatic for newly acquired subsidiaries unless assets exceed 25% of entity's assets
• 90-day automatic coverage for subsidiaries that exceed 25% of reporting threshold

Insurer may cancel only for nonpayment, upon 20 days' notice