Independent Director Liability Maximum A-Side Excess

175 Water Street, New York, New York 10038

(212) 458-5000

INDEPENDENT DIRECTOR LIABILITY MAXIMUM A-SIDE EXCESS

INSURANCE MAINFORM APPLICATION

Name of Insurance Company to which Application is made
(the “Insurer”)

I.APPLICANT AND NAMED PARENT CONTACT INFORMATION

A. Applicant:

Address:

e-Mail:@

B. Named Parent:

Address:

e-Mail:@

INSTRUCTIONS: The words “you”, “your” and “Applicant(s)” all refer to the Applicant named in I.A. above. Other terms appearing in bold are used with the same respective meanings as they have in the policy form. If your answer to any question in this Application requires additional space, please complete your answer on an attachment. This Application and its respective attachments and any other related information or documentation you provide or indicate is available on a website will constitute a single “Application.”

II.APPLICANT AND ORGANIZATIONS’ INFORMATION

1. Please indicate all positions the Applicant holds at the Named Parent and any Organizations, including service on any Organization committees or Outside Entities.

Does the Applicant have an ownership interest in the Named Parent? Yes No. If Yes, please indicate the number and type of shares held:

Does, or has, the Applicant received any form of compensation or fees from any Organization for any reason, other than for Board duties? Yes No. If Yes, please indicate the amount and reason for such compensation or fees.
Does the Applicant have any outstanding loans with any Organization? Yes No. If Yes, please describe.
Does the Audit Committee of the Board of Directors of the Named Parent have a “Financial Expert” as defined under SEC guidelines? Yes No. If Yes, please provide the names of any such Financial Experts and their background. If No, please indicate the reason why not.
Does the Applicant have any previous or present relationships or responsibilities that creates or could create a potential conflict of interest with regard to any of the positions for which coverage is being sought hereunder? Yes No. If Yes, please provide details.
Do the Independent Directors of the Organization meetoutside the presence of management? Yes No. If Yes, how many times per year?
Do the Independent Directors have the authority to retain independent advisors? Yes No. If Yes, have they done so in the past three (3) years? Yes No.
Whether or not such information has been publicly disclosed, please indicate your knowledge of the following:

a)Is the Organization considering changing outside auditors or has the Organization done so in the past three (3) years? Yes No.

b)Is the Organization considering restating any financial statement or has the Organization restated any financial statement in the past three (3) years? Yes No.

c)Has the Organization waived any portion of its Conflict of Interest/Ethics guidelines in the past three (3) years? Yes No.

d)Are there any plans being considered for a merger, an acquisition or a consolidation of or by any Organization? Yes No.

e)Does the Organization anticipate any registration of securities within the next twenty-four months? Yes No.

If the answer to any of the subparts to Question 9. is Yes, please provide details.

Has any insurance carrier refused, canceled or non-renewed any directors and officers liability or executive liability insurance coverage for the Organization? Yes No. If Yes, attach details including when and reason(s). (Missouri Applicants need not reply.)

11. The Applicant has no knowledge or information of any act, error or omission which might give rise to a Claim under the proposed policy, except as follows: (Attach complete details.) If the Applicant has no such knowledge or information, state “None” :.

12. Has there been or is there now pending any claim(s) or actions against or investigation(s) of: (i) the Applicant; and/or (ii) the Organization or any executive of the Organization? Yes No. (If Yes, attach details.)

13. Has the Applicant:

(a)Been involved in any antitrust, copyright or patent litigation? Yes No.

(b)Been charged in any civil, criminal, administrative or regulatory action or proceeding with a violation of any federal, state or foreign antitrust or fair trade law? Yes No.

(c)Been charged in any civil, criminal, administrative or regulatory action or proceeding with a violation of any federal, state or foreign securities law, rule or regulation? Yes No.

(d)Been involved in any representative actions, class actions, or derivative suits?

Yes No.

(If any of the above questions 13(a) – 13(d) are answered Yes, attach details.)

It is agreed that with respect to Questions 11, 12 and 13 above, that if such claim, proceeding, action, investigation, knowledge, information or involvement exists, then such claim, proceeding, action or investigation and any Claim, proceeding, action or investigation arising from such claim, proceeding, action, investigation, knowledge, information or involvement is excluded from the proposed coverage.

III.INSURANCE INFORMATION

15. Limit of Liability requested: $

16. Please list all of the Organization’s D&O or Executive Liability Insurance Policies, whether written as primary or excess:

Limits of LiabilityInsurance Carrier Policy Number Policy Expiration Date

Provide copies of the following for the Applicant. If attached, please indicate below. If such information is available on the Organization’s website, please indicate below and provide website address:

Requested Information / “Attached” / “Website”
(a)Latest Annual Report and all documents filed with the Securities and Exchange Commission (SEC) (or similar state or foreign agency) within the last twelve months by the Organization.
(b) Copy (certified by Organization’s Secretary) of the indemnification provisions of the charter and the by-laws of the Organization. Also provide a copy of any indemnity agreement between the Applicant and the Organization.
(c) The Applicant’s Resume showing work history for the past ten (10) years.
(d)Copy of the Organization’s Insider Trading Policy.
(e)Latest CPA management letter along with Organization’s responses to any recommendations made therein.
(f)Copies of all insurance policies listed in 16. above.

THE UNDERSIGNED APPLICANT DECLARES THAT THE STATEMENTS SET FORTH HEREIN ARE TRUE. THE UNDERSIGNED APPLICANT AGREES THAT IF THE INFORMATION SUPPLIED ON THIS APPLICATION CHANGES BETWEEN THE DATE OF THIS APPLICATION AND THE EFFECTIVE DATE OF THE INSURANCE, HE/SHE (UNDERSIGNED) WILL, IN ORDER FOR THE INFORMATION TO BE ACCURATE ON THE EFFECTIVE DATE OF THE INSURANCE, IMMEDIATELY NOTIFY THE INSURER OF SUCH CHANGES, AND THE INSURER MAY WITHDRAW OR MODIFY ANY OUTSTANDING QUOTATIONS AND/OR AUTHORIZATIONS OR AGREEMENTS TO BIND THE INSURANCE. IT IS FURTHER UNDERSTOOD AND AGREED THAT IF ANY STATEMENT SET FORTH HEREIN IS KNOWN BY THE APPLICANT TO BE MATERIALLY UNTRUE AS OF THE EFFECTIVE DATE OF THE INSURANCE, THEN ANY CLAIM RELATED TO THE SUBJECT MATTER OF THE UNTRUE STATEMENT IS EXCLUDED FROM COVERAGE.

SIGNING OF THIS APPLICATION DOES NOT BIND THE APPLICANT OR THE INSURER TO COMPLETE THE INSURANCE, BUT IT IS AGREED THAT THIS APPLICATION SHALL BE THE BASIS OF THE CONTRACT SHOULD A POLICY BE ISSUED, AND IT WILL BE ATTACHED TO AND BECOME PART OF THE POLICY.

ALL WRITTEN STATEMENTS AND MATERIALS FURNISHED TO THE INSURER IN CONJUNCTION WITH THIS APPLICATION, REGARDLESS OF WHETHER SUCH DOCUMENTS ARE ATTACHED TO THE POLICY, ARE HEREBY INCORPORATED BY REFERENCE INTO THIS APPLICATION AND MADE A PART HEREOF.

NOTicE to applicants: Any person who knowingly and with intent to defraud any insurance company or other person files an application for insurance or statement of claim containing any materially false information or, conceals, for the purpose of misleading, information concerning any fact material thereto, commits a fraudulent act, which is a crime and MAY subject such person to criminal and civil penalties.

NOTICE TO ARKANSAS, NEW MEXICO AND WEST VIRGINIA APPLICANTS: ANY PERSON WHO KNOWINGLY PRESENTS A FALSE OR FRAUDULENT CLAIM FOR PAYMENT OF A LOSS OR BENEFIT, OR KNOWINGLY PRESENTS FALSE INFORMATION IN AN APPLICATION FOR INSURANCE IS GUILTY OF A CRIME AND MAY BE SUBJECT TO FINES AND CONFINEMENT IN PRISON.

NOTICE TO COLORADO APPLICANTS: IT IS UNLAWFUL TO KNOWINGLY PROVIDE FALSE, INCOMPLETE, OR MISLEADING FACTS OR INFORMATION TO AN INSURANCE COMPANY FOR THE PURPOSE OF DEFRAUDING OR ATTEMPTING TO DEFRAUD THE COMPANY. PENALTIES MAY INCLUDE IMPRISONMENT, FINES, DENIAL OF INSURANCE, AND CIVIL DAMAGES. ANY INSURANCE COMPANY OR AGENT OF AN INSURANCE COMPANY WHO KNOWINGLY PROVIDES FALSE, INCOMPLETE, OR MISLEADING FACTS OR INFORMATION TO A POLICYHOLDER OR CLAIMANT FOR THE PURPOSE OF DEFRAUDING OR ATTEMPTING TO DEFRAUD THE POLICYHOLDER OR CLAIMANT WITH REGARD TO A SETTLEMENT OR AWARD PAYABLE FROM INSURANCE PROCEEDS SHALL BE REPORTED TO THE COLORADO DIVISION OF INSURANCE WITHIN THE DEPARTMENT OF REGULATORY AUTHORITIES.

NOTICE TO DISTRICT OF COLUMBIA APPLICANTS: WARNING: IT IS A CRIME TO PROVIDE FALSE OR MISLEADING INFORMATION TO AN INSURER FOR THE PURPOSE OF DEFRAUDING THE INSURER OR ANY OTHER PERSON. PENALTIES INCLUDE IMPRISONMENT AND/OR FINES. IN ADDITION, AN INSURER MAY DENY INSURANCE BENEFITS IF FALSE INFORMATION MATERIALLY RELATED TO A CLAIM WAS PROVIDED BY THE APPLICANT.

NOTICE TO FLORIDA APPLICANTS: ANY PERSON WHO KNOWINGLY AND WITH INTENT TO INJURE, DEFRAUD, OR DECEIVE ANY INSURER FILES A STATEMENT OF CLAIM OR AN APPLICATION CONTAINING ANY FALSE, INCOMPLETE OR MISLEADING INFORMATION IS GUILTY OF A FELONY IN THE THIRD DEGREE.

NOTICE TO KENTUCKY APPLICANTS: ANY PERSON WHO KNOWINGLY AND WITH INTENT TO DEFRAUD ANY INSURANCE COMPANY OR OTHER PERSON FILES AN APPLICATION FOR INSURANCE CONTAINING ANY MATERIALLY FALSE INFORMATION, OR CONCEALS FOR THE PURPOSE OF MISLEADING, INFORMATION CONCERNING ANY FACT MATERIAL THERETO, COMMITS A FRAUDULENT INSURANCE ACT, WHICH IS A CRIME.

NOTICE TO LOUISIANA APPLICANTS: ANY PERSON WHO KNOWINGLY PRESENTS A FALSE OR FRAUDULENT CLAIM FOR PAYMENT OF A LOSS OR BENEFIT OR KNOWINGLY PRESENTS FALSE INFORMATION IN AN APPLICATION FOR INSURANCE IS GUILTY OF A CRIME AND MAY BE SUBJECT TO FINES AND CONFINEMENT IN PRISON.

NOTICE TO MAINE APPLICANTS: IT IS A CRIME TO KNOWINGLY PROVIDE FALSE, INCOMPLETE OR MISLEADING INFORMATION TO AN INSURANCE COMPANY FOR THE PURPOSE OF DEFRAUDING THE COMPANY. PENALTIES MAY INCLUDE IMPRISONMENT, FINES OR A DENIAL OF INSURANCE BENEFITS.

NOTICE TO MARYLAND APPLICANTS: ANY PERSON WHO KNOWINGLY AND WILLFULLY PRESENTS A FALSE OR FRAUDULENT CLAIM FOR PAYMENT OF A LOSS OR BENEFIT OR WHO KNOWINGLY AND WILLFULLY PRESENTS FALSE INFORMATION IN AN APPLICATION FOR INSURANCE IS GUILTY OF A CRIME AND MAY BE SUBJECT TO FINES AND CONFINEMENT IN PRISON.

NOTICE TO MINNESOTA APPLICANTS: A PERSON WHO FILES A CLAIM WITH INTENT TO DEFRAUD OR HELPS COMMIT A FRAUD AGAINST AN INSURER IS GUILTY OF A CRIME.

NOTICE TO NEW JERSEY APPLICANTS: ANY PERSON WHO INCLUDES ANY FALSE OR MISLEADING INFORMATION ON AN APPLICATION FOR AN INSURANCE POLICY IS SUBJECT TO CRIMINAL AND CIVIL PENALTIES.

NOTICE TO NEW YORK APPLICANTS: ANY PERSON WHO KNOWINGLY AND WITH INTENT TO DEFRAUD ANY INSURANCE COMPANY OR OTHER PERSON FILES AN APPLICATION FOR INSURANCE OR STATEMENT OF CLAIM CONTAINING ANY MATERIALLY FALSE INFORMATION, OR CONCEALS FOR THE PURPOSE OF MISLEADING, INFORMATION CONCERNING ANY FACT MATERIAL THERETO, COMMITS A FRAUDULENT INSURANCE ACT, WHICH IS A CRIME, AND SHALL ALSO BE SUBJECT TO A CIVIL PENALTY NOT TO EXCEED FIVE THOUSAND DOLLARS AND THE STATED VALUE OF THE CLAIM FOR EACH SUCH VIOLATION.

NOTICE TO OHIO APPLICANTS: ANY PERSON WHO, WITH INTENT TO DEFRAUD OR KNOWING THAT HE IS FACILITATING A FRAUD AGAINST AN INSURER, SUBMITS AN APPLICATION OR FILES A CLAIM CONTAINING A FALSE OR DECEPTIVE STATEMENT IS GUILTY OF INSURANCE FRAUD.

NOTICE TO OKLAHOMA APPLICANTS: WARNING: ANY PERSON WHO KNOWINGLY, AND WITH INTENT TO INJURE, DEFRAUD OR DECEIVE ANY INSURER, MAKES ANY CLAIM FOR THE PROCEEDS OF AN INSURANCE POLICY CONTAINING ANY FALSE, INCOMPLETE OR MISLEADING INFORMATION IS GUILTY OF A FELONY (365:15-1-10, 36 §3613.1).

NOTICE TO OREGON APPLICANTS: ANY PERSON WHO KNOWINGLY AND WITH INTENT TO DEFRAUD ANY INSURANCE COMPANY OR OTHER PERSON FILES AN APPLICATION FOR INSURANCE OR STATEMENT OF CLAIM CONTAINING ANY MATERIALLY FALSE INFORMATION OR, CONCEALS, FOR THE PURPOSE OF MISLEADING, INFORMATION CONCERNING ANY FACT MATERIAL THERETO, COMMITS A FRAUDULENT ACT, WHICH MAY BE A CRIME AND MAY SUBJECT SUCH PERSON TO CRIMINAL AND CIVIL PENALTIES.

NOTICE TO PENNSYLVANIA APPLICANTS: ANY PERSON WHO KNOWINGLY AND WITH INTENT TO DEFRAUD ANY INSURANCE COMPANY OR OTHER PERSON FILES AN APPLICATION FOR INSURANCE OR STATEMENT OF CLAIM CONTAINING ANY MATERIALLY FALSE INFORMATION OR CONCEALS FOR THE PURPOSE OF MISLEADING, INFORMATION CONCERNING ANY FACT MATERIAL THERETO COMMITS A FRAUDULENT INSURANCE ACT, WHICH IS A CRIME AND SUBJECTS SUCH PERSON TO CRIMINAL AND CIVIL PENALTIES.

NOTICE TO TENNESSEE, VIRGINIA AND WASHINGTON APPLICANTS: It is a crime to knowingly provide false, incomplete or misleading information to an insurance company for the purpose of defrauding the company. Penalties include imprisonment, fines and denial of insurance benefits.

NOTicE to vermont applicants: Any person who knowingly and with intent to defraud any insurance company or other person files an application for insurance or statement of claim containing any materially false information or, conceals, for the purpose of misleading, information concerning any fact material thereto, commits a fraudulent act, which may be a crime and MAY subject such person to criminal and civil penalties.

Signed

(Applicant)

Date

Title Organization

(Organization’s Seal)

Please read the following statement carefully and sign where indicated. If a policy is issued, this signed statement will be attached to the policy.

The undersigned Applicant hereby acknowledges that he/she is aware that the Limit of Liability contained in this policy shall be reduced, and may be completely exhausted, by the costs of legal defense and, in such event, the Insurer shall not be liable for the costs of legal defense or for the amount of any judgment or settlement to the extent that such exceeds the Limit of Liability of this policy.

Signed

(Applicant)

Date

Title