THIS IS AN APPLICATION FOR A CLAIMS MADE POLICY

IMPORTANT NOTE: THE POLICY FOR WHICH APPLICATION IS MADE, IF ISSUED, WILL BE ON A CLAIMS MADE BASIS. THE POLICY, SUBJECT TO THE DECLARATIONS, INSURING AGREEMENTS, GENERAL TERMS, CONDITIONS, AND LIMITATIONS, AND OTHER TERMS OF THE POLICY, APPLIES ONLY TO CLAIMS THAT ARE FIRST MADE DURING THE POLICY PERIOD, THE AUTOMATIC DISCOVERY PERIOD OR, IF EXERCISED, DURING THE ADDITIONAL EXTENDED DISCOVERY PERIOD.

THE LIMIT OF LIABILITY AVAILABLE TO PAY JUDGMENTS OR SETTLEMENTS SHALL BE REDUCED AND MAY BE EXHAUSTED BY AMOUNTS INCURRED AS DEFENSE COSTS. DEFENSE COSTS INCURRED SHALL BE APPLIED AGAINST THE APPLICABLE RETENTIONS.

INSTRUCTIONS FOR COMPLETION OF APPLICATION

  • Every applicant is required to complete Section I - General Information. All applicants must sign and date the application.
  • The following coverage options are available under this policy. Please check the boxes below for the coverages, limits and retentions desired and complete the applicable sections of this application as instructed.
  • For the Management Liability, Employment Practices Liability and Fiduciary Liability Insuring Agreements, also indicate if you desire Duty of Insureds to Defend Claims or Duty of Insurer to Defend Claims.

SECTION II - Management Liability Insuring Agreement
Limit of Liability: / $ / Retention: / $
Limit of Liability shared with other Insuring Agreements? / Yes No
Choose One: / Duty of Insureds to Defend / Duty of Insurer to Defend
Check one of the four following coverage options:
1. D & O Individual Coverage
2. #1 plus Company Indemnification Coverage
3. #2 plus Company Liability Coverage
4. #3 plus Investigative Costs Coverage
Optional Coverage - Excess Directors and Officers Individual Coverage
SECTION III - Employment Practices Liability Insuring Agreement
Limit of Liability: / $ / Retention: / $
Limit of Liability shared with other Insuring Agreements? / Yes No
Choose One: / Duty of Insureds to Defend / Duty of Insurer to Defend
Check one of the following two coverage options:
Employment Practices Liability Coverage
Employment Practices Liability Coverage and Third-Party Sexual Harassment Liability Coverage
SECTION IV - Fiduciary Liability Insuring Agreement
Limit of Liability: / $ / Retention: / $
Limit of Liability shared with other Insuring Agreements? / Yes No
Choose One: / Duty of Insureds to Defend / Duty of Insurer to Defend
Check one of the following two coverage options:
Fiduciary Liability Coverage
Fiduciary Liability Coverage and Voluntary Compliance Program Coverage
SECTION V - Insurance Company Professional Liability Insuring Agreement
Limit of Liability: / $ / Retention: / $
Limit of Liability shared with other Insuring Agreements? / Yes No
Total Limit of Liability for Insuring Agreements with shared Limits of Liability: / $
SECTION I – GENERAL INFORMATION
1. / Name of Parent Company
2. / Street Address
City / State / Zip Code / County
3. / State of Incorporation (or Charter) / 4. / The Parent Company has continuously been in business since / 5. / Website Address
6. / Provide ticker symbol and name of exchange if securities are publicly traded.
Symbol: / Name of Exchange:
7. / Check all boxes which apply to the Parent Company or its Subsidiaries:
Stock insurance company / Mutual insurance company / Reciprocal insurance company
Reinsurer / Risk retention group / Captive insurance company
Other:
8. / Please provide the following information with your application. Note that the Insurer may elect to obtain some of this information from public sources, including the internet.
a. / List of Directors and Officers of the Parent Company.
b. / Most recent Annual Convention Statement.*
c. / Most recent Quarterly Convention Statement.*
d. / Most recent Annual Report (Complete Audited Financial Statement).*
e. / Most recent Interim Financial Statements.*
f. / Most recent 10K and 10Q filed with the Securities and Exchange Commission (SEC), and any other public document filed by the Company within the last eighteen months, including any certifications related to the accuracy of such public documents, with the SEC, or any similar federal, state, provincial, local or other regulatory agency anywhere in the world.
g. / Most recent Notice to Stockholders and proxy statement (if applicable).
h. / Entity organizational chart, including interrelated non-insurance company entities.
*Consolidated Financial Statements are preferred. However, if consolidated financial statements are not available for any organization, submit an individual financial statement for such organization.
9. / a. / Prior Insurance Program
Limit / Retention / Insurer / Exp. Date / Premium
Management Liability Insurance (D&O)
Employment Practices Liability Insurance (EPL)
Fiduciary Liability Insurance
Professional Liability Insurance
General Liability Insurance
Financial Institution Bond
b. / Has any company or Lloyd’s declined, canceled or refused to renew any of the coverages listed above? / Yes No
(not applicable in Missouri) If yes, attach full details.
Last Full
Calendar Year / Current Calendar Year Annualized / Next Calendar Year (Est.)
10. / Total direct written premium for all entities …......
11. / Total net written premium for all entities......

NOTE: As used in this application, the term “Subsidiary” includes non-profit entities, limited liability companies or joint ventures more than 50% owned or controlled by the Parent Company. Please answer questions accordingly.

12. / Is requested coverage to include any Subsidiaries that are more than 50% owned or controlled by the Parent Company, either directly or indirectly through one or more of its Subsidiaries?...... / Yes No
If yes, attach a list of Subsidiaries, and indicate for each one its name, percentage of the Parent
Company’s ownership or control, nature of business and date acquired or created.
13. / a. / Total number of voting security shareholders of the Parent Company:………………………………………......
b. / Indicate percentage of voting securities of the Parent Company owned directly or beneficially by directors, officers, members of the board of managers, or management committee members:……………...... / %
c. / Does any voting security shareholder own five percent or more of the voting securities of the Parent Company, either directly or beneficially?...... / Yes No
If yes, attach a list of such shareholders and percentage owned.
14. / a. / Does the Parent Company or its Subsidiaries have under consideration any acquisition, tender offer, merger, consolidation, or divestiture; or purchase or sale of assets exceeding 10% of consolidated assets? If yes, attach full details………………………………………………………………………………...... / Yes No
b. / Have there been any offers (including tender offers) or negotiations to offer to purchase five percent or more of any class of voting stock of the Parent Company or any Subsidiary in the past three years or are any such offers expected in the future? If yes, attach full details……………………………………………...... / Yes No
c. / Has the Parent Company, or any Subsidiary, conducted a private or public offering of its securities within the past twelve months or is such an offering contemplated within the next twelve months?...... / Yes No
If yes, attach full details including the prospectus or private placement memorandum.
15. / If a mutual company, are you currently considering a conversion of mutual ownership to stock ownership, or the formation of a mutual holding company?...... / Yes No
If yes, attach full details.
16. / Have there been any changes in the senior management of the Parent Company or any Subsidiary in the last twelve months? If yes, attach full details………………………………………………………………………………...... / Yes No
17. / Have all criticisms or comments noted in the most recent regulatory examination and audit (whether an internal or external audit)been reviewed and appropriate steps taken by the board of directors, board of managers or management committee members? If no, attach full details…………………………………………………………...... / Yes No
18. / Have any Cease and Desist Orders, or other regulatory actions or restrictive controls been issued or imposed?...... / Yes No
If yes, attach full details.
19. / As respects the Parent Company and its Subsidiaries:
a. / Please list key reinsurers, in terms of premium and participation, and generally describe their participation:
b. / During the last twelve months have there been any changes, or has any reinsurer communicated any changes, in the terms of any reinsurance arrangement?...... / Yes No
If yes, attach full details.
c. / Are there any concerns about the ability to collect reinsurance recoverables?...... / Yes No
If yes, attach full details.
20. / During the last twelve months has any rating agency communicated any changes in or placed under review, any current financial or claims paying ability ratings of the Parent Company or its Subsidiaries?...... / Yes No
If yes, attach full details.
21. / Has the Parent Company or its Subsidiaries had an independent outside actuarial certification of:
rates, or ...... / Yes No
reserve adequacy?...... / Yes No
If no, attach full details.
If yes, / Rate / Reserve Adequacy
a. / Provide the date of most recent certifications:
b. / Provide name of organizations that provided the certifications:
c. / Are the recommendations contained
in the certifications being implemented? / Yes No
If no, attach full details.
22. / Does the Parent Company or its Subsidiaries have any plans to develop any new products or to enter into any new states?...... / Yes No
If yes, attach full details.
SECTION II – MANAGEMENT LIABILITY INSURING AGREEMENT
Complete only if this coverage is desired.

IMPORTANT: DO NOT ANSWER QUESTIONS 23 THROUGH 25 IF YOU ARE RENEWING TRAVELERS MANAGEMENT LIABILITY INSURANCE COVERAGE.

23. / Has there been during the past five years, or is there now pending, any written demand for monetary damages or non-monetary relief, civil litigation or criminal proceeding, formal civil administrative or regulatory proceeding, or arbitration proceeding, against the Parent Company or its Subsidiaries, or any director, member of the board of managers, management committee member, officer, employee or any other person proposed for this insurance, including any such claim:
(i)involving any anti-trust law;
(ii)involving any federal or state securities law or regulation;
(iii)involving any shareholder’s suit, shareholder derivative suit, representative or class action; or
(iv)that could have a material impact on the financial condition of the Parent Company or its Subsidiaries,
whether or not such claim would be covered under the Management Liability Insuring Agreement...... / Yes No
If yes, please provide the date, a brief description, and the damages sought or settlement paid, of such claim, and the current status if pending.
24. / During the past five years, has any claim, or notice of circumstances which could reasonably give rise to a claim, been reported to any previous or existing insurer providing coverage for directors and officers liability, or management liability, including any coverage for the entity? ...... / Yes No
If yes, attach full details.
25. / Does the Parent Company or its Subsidiaries, or any director, member of the board of managers, management committee member, officer or any other person proposed for this insurance have any coverage knowledge or information of any fact, circumstance or situation related to under the Management Liability Insuring Agreement which could reasonably give rise to a claim against them? ...... / Yes No
If yes, attach full details.
It is agreed that this policy shall not afford coverage with respect to any claim arising from any such fact, circumstance or situation to the extent the claim is against any person proposed for this insurance who knew of such fact, circumstance or situation prior to binding or issuing the proposed policy.
SECTION III – EMPLOYMENT PRACTICES LIABILITY INSURING AGREEMENT
Complete only if this coverage is desired.

Please provide the most recent consolidated Employment Information Report (EEO-1), if applicable. If a consolidated EEO-1 is not available, provide the most recent EEO-1 for the Parent Company and each Subsidiary.

26. / If the Employment Practices Liability Insuring Agreement is selected, EPLResource.comSM, an online risk management service, is provided. Please provide the name and contact information for the person responsible for the Parent Company’s human resources department or functions, or the person responsible for employment-related policies, procedures and training:
Contact Name / Contact E-Mail
Contact Address
Contact Phone / Contact Fax
27. / Parent Company and its Subsidiaries / Total # Employees / %
Outside U.S. / %
Exempt / %
Non-Exempt / %
Union / % of
Employees Involuntarily Terminated / % of
Employees Voluntarily Terminated
Current Yr.
As of
Prior Yr.
As of
2nd Prior Yr.
As of
28. / Do the Parent Company and its Subsidiaries have human resource departments?...... / Yes No
If no, attach full details.
29. / Do the Parent Company and its Subsidiaries have written guidelines, policies or procedures that address human resource or personnel management in the following areas:
If no to any item listed below, attach full details.
a.Hiring/Interviewing……………………………………………………………………………………………………… / Yes No
b.Salary Administration...... / Yes No
c.Performance Appraisal/Review...... / Yes No
d.Discipline...... / Yes No
e.Discharge/Termination ...... / Yes No
f.Accommodating the disabled ...... / Yes No
g.Reporting, investigating and resolving employee complaints ...... / Yes No
h.Discrimination and workplace harassment (including sexual harassment) ...... / Yes No
Please attach copies of the discrimination and workplace harassment policies. / Yes No
30. / Do the Parent Company and its Subsidiaries have an employment handbook?...... / Yes No
If yes, does it contain a clear statement that the employment handbook is not an employee contract? ... / Yes No
31. / During the past twelve months have there been any amendments to the Parent Company’s, or its Subsidiaries’, employment handbook, or employment guidelines, policies or procedures? If yes, attach full details....... / Yes No
32. / Are all employment practices guidelines, policies and procedures of the Parent Company and its Subsidiaries reviewed by an attorney with experience in employment law? If no, attach full details....... / Yes No
33. / Are prospective employees of the Parent Company or its Subsidiaries asked to sign an arbitration agreement as a condition of employment? ...... / Yes No
34. / Do all involuntary terminations of employment by the Parent Company and its Subsidiaries require prior review and approval by (check all that apply):
a human resources manager / in-house legal counsel / outside legal counsel
35. / As respects the Parent Company and its Subsidiaries, have there been any employee layoffs, terminations, workforce reductions or retirements resulting from any type of organizational restructuring or office, branch or facility closing within the past twelve months or are there any anticipated within the next twelve months? ...... / Yes No
If yes, attach full details, including the date, number of employees involved, job categories involved and the terms of severance.
36. / Do the Parent Company and its Subsidiaries offer severance pay and outplacement services to terminated or laid off employees? ...... / Yes No
IMPORTANT: DO NOT ANSWER QUESTIONS 37 THROUGH 39 IF YOU ARE RENEWING TRAVELERS EMPLOYMENT PRACTICES LIABILITY INSURANCE COVERAGE.
37. / Has there been during the past five years, or is there now pending, any written demand for monetary damages or non-monetary relief, civil or criminal proceeding, formal civil administrative or regulatory proceeding, or arbitration proceeding, against the Parent Company or its Subsidiaries, or any director, member of the board of managers, management committee member, officer, employee or any other person proposed for this insurance, involving any law related to employment?...... / Yes No
If yes, please provide the date, a brief description, and the damages sought or settlement paid, of such claim, and the current status if pending.
38. / During the past five years, has any claim or notice of circumstances which could reasonably give rise to a claim, been reported to any previous or existing insurer providing coverage for employment practices liability? If yes, attach full details.………………………………………………………………………………………………..... / Yes No
39. / Does the Parent Company or its Subsidiaries, or any director, member of the board of managers, management committee member, officer or any other person proposed for this insurance have any knowledge or information of any fact, circumstance or situation involving any law related to employment which could reasonably give rise to a claim against them? If yes, attach full details....... / Yes No
It is agreed that this policy shall not afford coverage with respect to any claim arising from any such fact, circumstance or situation to the extent the claim is against any person proposed for this insurance who knew of such fact, circumstance or situation prior to binding or issuing the proposed policy.
Answer questions 40 through 45 only if third-party sexual harassment liability coverage is requested.
40. / Do the Parent Company’s and its Subsidiaries’ sexual and workplace harassment and discrimination policies apply to customers, clients, vendors, etc.?...... / Yes No
41. / During the past twelve months have there been any amendments to the Parent Company’s, or its Subsidiaries’, sexual and workplace harassment or discrimination policies that apply to customers, clients, vendors, etc.?
If yes, attach full details....... / Yes No
42. / Do the Parent Company and its Subsidiaries have a formal customer service/public interaction training program?...... / Yes No
If yes, are all employee(s) who interact with the public required to attend and satisfactorily complete this program?...... / Yes No
43. / Is zero tolerance workplace harassment and discrimination training a part of the customer service training?...... / Yes No
IMPORTANT: DO NOT ANSWER QUESTIONS 44 AND 45 IF YOU ARE RENEWING TRAVELERS THIRD-PARTY SEXUAL HARASSMENT LIABILITY INSURANCE COVERAGE.
44. / Has there been during the past five years, or is there now pending, any written demand for monetarydamages or non-monetary relief, civil or criminal proceeding, formal civil administrative or regulatoryproceeding, or arbitration proceeding against the Parent Company or its Subsidiaries, or any director,member of the board of managers, management committee member, officer, employee or any other person proposed for this insurance, involving any sexual harassment of any person, other than an employee of the Parent Company or its Subsidiaries? ...... / Yes No
If yes please provide the date, a brief description, and the damages sought or settlement paid, of such claim, and the current status if pending
45. / Does the Parent Company or its Subsidiaries, or any director, member of the board of managers, management committee member, officer or any other person proposed for this insurance have anyknowledge or information of any fact, circumstance or situation involving any sexual harassment of any person other than an employee of the Parent Company or its Subsidiaries which could reasonably give rise to a claim against them?
If yes, attach full details...... / Yes No
It is agreed that this policy shall not afford coverage with respect to any claim arising from any such fact, circumstance or situation to the extent the claim is against any person proposed for this insurance who knew of such fact, circumstance or situation prior to binding or issuing the proposed policy.
SECTION IV – FIDUCIARY LIABILITY INSURING AGREEMENT
Complete only if this coverage is desired.

Please provide the most recent audited financial statements for all employee benefit plans (Plans), as defined by ERISA, except welfare benefit plans.