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Re: PHSD1879087-001 12/30/2025 Real Estate Professionals for Affor Housing in East Jefferson County (REPAH) PO Box 1674 Port Townsend, WA 98368-0140 BJP-190-1 (02/21) Page 1 of 2 Philadelphia Indemnity Insurance Company A Stock Company (Nonparticipating) Commercial Lines Policy THIS POLICYCONSISTSOF: – DECLARATIONS – COMMONPOLICYCONDITIONS – ONEORMORECOVERAGEPARTS. A COVERAGEPARTCONSISTSOF: ONEORMORECOVERAGEFORMS APPLICABLEFORMSANDENDORSEMENTS BJP-190-1 (02/21) Page 2 of 2 INWITNESS WHEREOF, we have caused thispolicyto be executedand attested, and, if requiredby state law, this policyshallnot be valid unlesssignedby ourauthorizedrepresentative. President and CEO Secretary PI-FEES-NOTICE 1 (11/19) *$10 in Florida, Maryland, South Carolina **$15 in Florida and $20 in New York ***$25 in Delaware, Georgia, New Hampshire and New Mexico; and $15 in Kansas and Nebraska PI-FEES-NOTICE 1 (11/19) Page 1 of 1 NOTICE LATE FEE NON-SUFFICIENT FUNDS FEE REINSTATEMENT FEE Late Fee Please be advised that if your payment is late (payment is not received within five days of the payment due date indicated on the invoice), you will be charged a late fee of $25* (where permitted). Non-Sufficient Funds Fee Please be advised that if your payment is returned for non-sufficient funds, you will be charged a fee of $25** (where permitted). Reinstatement Fee Please be advised that if your policy is cancelled due to non-payment of the premium and we agree to reinstate your policy, you will be charged a reinstatement fee of $50*** (where permitted). These fees are in addition to any premium owed on the policy and each fee can apply more than once during the policy term. PP 20 20 (02/20) PP 20 20 (02/20) Page 1 of 2 © Copyright 2020 Tokio Marine Management, Inc. ALL COMMERCIAL LINES PRIVACY NOTICE FOR COMMERCIAL LINES This notice is provided on behalf of Philadelphia Indemnity Insurance Company PURPOSE OF THIS NOTICE When you apply for or become an insured under, the insurance policies we issue, we gather certain non- public information or “NPI” about your business and its employees. We are committed to safeguarding the NPI you entrust to us. The purpose of this notice is, therefore, to let you know how we collect, use, share and protect the NPI you provide to us in those contexts. That means this notice applies only to your business interactions with us involving your application for a quote or as a policy holder. NPI we may collect from you in connection with other interactions, such as when you or your employees visit one of our general interest, publicly accessible websites, is governed by the separate notices and policies we publish on those relevant sites or otherwise provide to you. When we refer in this notice to your “NPI”, we mean non-public information as that term is generally defined and applied under the New York Department of Financial Services’ Cybersecurity Regulation, the Gramm- Leach-Bliley Act and the National Association of Insurance Commissioners’ Data Security Model Law which includes non-public information about your business, such as financial information, account numbers, loss history, personal non-public information of your employees including social security number, address or medical information and any proprietary information we obtain about your business or your customers. Due to a variety of factors, including certain explicit exemptions they contain, this notice and the NPI we collect from you in connection with the above-described business interactions is not governed by the EU General Data Protection Regulation, its related EU and Swiss Privacy Shield or the California Consumer Privacy Act. COLLECTING YOUR NPI In the course of, or as part of a business interaction, we collect your NPI both directly from you, or from the agents, brokers or other intermediaries acting on your or our behalf, as well as from a variety of additional sources including: the applications or other forms you provide to us (these forms may contain your name, address, social security number, marital status, date of birth, gender, length of employment, prior insurance information, home ownership, residency history, vehicle type, vehicle use, or driving history) your transactions with us, our other affiliates of the Tokio Marine Group as well as third parties (this information would include, for example, premium payment and claims history) consumer or independent reporting agencies (for example your motor vehicle report, property inspection report, accident report or claim report) USING YOUR NPI We use your NPI in a variety of ways such as creating and issuing a quote, underwriting or otherwise processing and servicing your insurance policy, handling claims you may have and offering you additional products and services that we think may be of interest to you as well as for related research and analytics purposes. PP 20 20 (02/20) PP 20 20 (02/20) Page 2 of 2 © Copyright 2020 Tokio Marine Management, Inc. SHARING YOUR NPI We do not disclose or share any NPI about our customers or former customers outside of the Tokio Marine Group, except as permitted by law. We do not sell or disclose or share your NPI for third party marketing purposes. We do, however, share your NPI with third parties that we use to service your account or process your insurance policy or your claim, or administer related transactions. These third parties may include: your agent, broker or producer independent claims adjusters, investigators, data processors or attorneys persons or organizations that conduct scientific research, including actuarial or underwriting studies an insurance support organization or another insurer, to prevent or prosecute fraud or to properly underwrite the risk another insurer, if you are involved in an accident with their insured State insurance departments or other governmental or law enforcement authorities, if required by law, to protect our legal interests or in cases of suspected fraud or illegal activities a court of law We also are required to disclose your NPI if we receive a subpoena, search warrant or other court order. RETAINING YOUR NPI The NPI we collect is kept in your policy and/or claim files for as long as needed in connection with your business interactions with you and, if longer, as required by law. HOW WE PROTECT YOUR NPI We have adopted and implemented a security and privacy program that includes technical, organizational, administrative, and other measures designed to protect, as required by applicable law and in accordance with industry standards, against reasonably anticipated or actual threats to the security of your NPI. Our security program was created by reference to widely recognized standards such as those published by the International Standards Organization and National Institute of Standards and Technology. It includes, among many other things, procedures for assessing the need for, and as appropriate, either employing encryption and multi-factor authentication or using equivalent compensating controls. As part of our security program, we have specific incident response and management procedures that are activated whenever we become aware that your NPI was likely to have been compromised. CHANGES TO THIS NOTICE We may amend this notice from time to time and will inform you of these changes as required by law. QUESTIONS AND CONTACT INFORMATION If you have any questions about this notice or how we collect, use, share and protect your NPI, please contact the Chief Privacy Officer of TMNA Services, LLC, who acts as the privacy and data security administrator for most of the Tokio Marine Group in North America. The Chief Privacy Officer’s contact information is: Attn: Privacy Office TMNA Services, LLC 3 Bala Plaza East, Suite 400 Bala Cynwyd, Pennsylvania 19004 610-227-1300 CPD-PIIC-CW (02/21) Includes copyrighted material of Insurance Services Office, Inc., with its permission. Philadelphia Indemnity Insurance Company A Stock Company (Nonparticipating) Policy Number: COMMON POLICY DECLARATIONS Named Insured and Mailing Address: Producer: Policy Period From:To:at 12:01 A.M. StandardTimeat yourmailing addressshown above. Business Description: IN RETURN FOR THE PAYMENT OF THE PREMIUM, AND SUBJECT TO ALL THE TERMS OF THIS POLICY, WE AGREEWITHYOUTO PROVIDE THE INSURANCE AS STATED INTHIS POLICY. THIS POLICY CONSISTS OF THE FOLLOWING COVERAGE PARTS FORWHICH A PREMIUM IS INDICATED. THIS PREMIUM MAYBE SUBJECTTO ADJUSTMENT. CommercialProperty Coverage Part Commercial General Liability Coverage Part Commercial Crime Coverage Part Commercial Inland Marine Coverage Part Commercial Auto Coverage Part Businessowners Workers Compensation PREMIUM Total PHSD1879087-001 123901 (360)308-8008 02/21/2027 $ 1,753.00 Non-Profit Organization Inszone Insurance Services, LLC (Shelton 2721 Citrus Rd Ste A Rancho Cordova, CA 95742 02/21/2026 Real Estate Professionals for Affor Housing in East Jefferson County (REPAH) PO Box 1674 Port Townsend, WA 98368-0140 Crime Protection Plus 492.00Flexi Plus Five 1,261.00 CPD-PIIC-CW (02/21) Includes copyrighted material of Insurance Services Office, Inc., with its permission. FORM (S) AND ENDORSEMENT (S) MADEA PART OF THIS POLICY AT THE TIME OF ISSUE Refer To Forms Schedule *Omitsapplicable Formsand Endorsementsif shown in specificCoveragePart/Coverage Form Declarations Secretary President and CEO PI-POL-FORM-SCH (08/20) PI-POL-FORM-SCH (08/20) Page of Form Schedule – Policy Policy Number: Forms and Endorsementsapplying to this Coverage Part andmade a part of this policy at time of issue: Form Edition Description PHSD1879087-001 BJP-190-1 PI-FEES-NOTICE 1 PP2020 CPD-PIIC-CW PI-TER-DN1 0221 1119 0220 0221 0121 Commercial Lines Policy Jacket Notice Late/Non-Sufficient Funds/Reinstatement Fee Privacy Notice For Commercial Lines Common Policy Declarations Disclosure Notice Of Terrorism Ins Coverage Rejection 1 1 PI-FLEXIENHANCEMENT-NOTICE 1 (11/24) Page 1 of 2 ADVISORY NOTICE TO POLICYHOLDERS This is a summary of changes in your policy. No coverage is provided by this summary nor can it be construed to replace any provisions of your policy. You should read your policy and review your Declarations page for complete information on the coverages you are provided. If there is any conflict between the policy and this summary, THE PROVISIONS OF THE POLICY SHALL PREVAIL. The major areas within the policy and endorsements that broaden or reduce coverage, and other changes, are highlighted below. This notice does not reference every editorial change made in your policy. The material in this notice makes reference to endorsement numbers; however, not all forms are included in a particular policy. You should review your Declarations to see which form(s) apply to your policy. ________________________________________________________________________________________________________ If any of the following endorsements were attached to your policy: PI-NPD-82 (10/22) or PI-NPD-82 (09/24) will be replaced by PI-NPD-82 (11/24) PI-NPD-82 AK (10/22) or (09/24) will be replaced by PI-NPD-82 AK (11/24) PI-NPD-82 FL (10/24) will be replaced by PI-NPD-82 FL (11/24) PI-NPD-82 GA (10/22) or (09/24) will be replaced by PI-NPD-82 GA (11/24) PI-NPD-82 IL (03/23) or (09/24) will be replaced by PI-NPD-82 IL (11/24) PI-NPD-82 KS (10/22) or (09/24) will be replaced by PI-NPD-82 KS (11/24) PI-NPD-82 ME (10/22) or (09/24) will be replaced by PI-NPD-82 ME (11/24) PI-NPD-82 NE (10/22) or (09/24) will be replaced by PI-NPD-82 NE (11/24) PI-NPD-82 NH (10/22) or (09/24) will be replaced by PI-NPD-82 NH (11/24) PI-NPD-82 NY (08/23) or (09/24) will be replaced by PI-NPD-82 NY (02/25) PI-NPD-82 OR (10/22) or (09/24) will be replaced by PI-NPD-82 OR (11/24) PI-NPD-82 VA (10/22) or (09/24) will be replaced by PI-NPD-82 VA (11/24) PI-NPD-82 VT (10/22) or (09/24) will be replaced by PI-NPD-82 VT (11/24) ________________________________________________________________________________________________________ An overview of the changes contained in the updated (11/24) version are listed below. PRO-PAK ELITE ENHANCEMENT BROADENING OF COVERAGE Part 2 Employment Practices Liability Insurance Broadened definition of Employment Practice Act to include failure to make partner Part 6 Common Policy Definitions Amended definition of Application to include any attachments, written information or materials provided to the Underwriter by, or on behalf of, an Insured Broadened definition of Claim to include search warrant and target letter Broadened definition of Damages to include the portion of any settlement or judgement that represents plaintiff attorney fees Broadened definition of Defense Costs to include expert fees and E-Discovery and added definitions of E-Discovery, E- Discovery Specialist Firm, and E-Specialist Firm Increased Defense Costs per day supplemental payments to $500 per day per Individual Insured for attendance at hearings, trials or depositions and increased aggregate limit for such attendance to $15,000 PI-FLEXIENHANCEMENT-NOTICE 1 (11/24) Page 2 of 2 Broadened definition of Individual Insured to include Board Observer, De Facto Director and Foreign Equivalents Broadened definition of Loss to include the UK Bribery Act Broadened the Definition of Subsidiary to include any entity that the Named Corporation maintains majority ownership or majority control. Removed requirement of policyholder to notify carrier of new subsidiaries created or acquired during the policy period (unless they are for-profit entities). Automatic coverage for new subsidiaries with no threshold. Part 7 Common Policy Exclusions Exclusion F. written notice must be given “and accepted” and that prior insurance policy must be any other Directors and Officers Liability Policy, Employment Practices Liability Policy, Fiduciary Liability Policy, Workplace Violence Policy or Internet Liability Policy in which this Policy is a renewal or replacement Exclusion I. is amended to include an exception for defense costs incurred by an Individual Insured for violation of the United Kingdom Corporate Manslaughter and Corporate Homicide Act of 2007 Part 8 Common Policy Conditions Modified DEFENSE AND SETTLEMENT for refusal of recommended settlement to 90%/10% with a lessor of 50%/$25,000 retention reduction incentive Broadened NOTICE/CLAIM REPORTING PROVISIONS to allow Pre-Claim Expenses to reduce the retention for the lessor of $25,000 or 50% of the applicable retention and added a definition of Pre-Claim Expenses Broadened REPRESENTATIONS AND SEVERABILITY that the Wrongful Act of any Individual Insured shall not be imputed to any other Individual Insured Broadened OTHER INSURANCE that this Policy is primary over any personal umbrella excess liability insurance or personal director liability insurance PI-NPD-1 (01-02) Page 1 of 2 FLEXIPLUS FIVE NOT-FOR-PROFIT ORGANIZATION DIRECTORS & OFFICERS LIABILITY INSURANCE EMPLOYMENT PRACTICES LIABILITY INSURANCE FIDUCIARY LIABILITY INSURANCE WORKPLACE VIOLENCE INSURANCE INTERNET LIABILITY INSURANCE Policy Number: DECLARATIONS NOTICE: EXCEPT TO SUCH EXTENT AS MAY OTHERWISE BE PROVIDED HEREIN, THIS POLICY IS WRITTEN ON A CLAIMS MADE BASIS AND COVERS ONLY THOSE CLAIMS FIRST MADE DURING THE POLICY PERIOD AND REPORTED IN WRITING TO THE INSURER PURSUANT TO THE TERMS HEREIN. THE AMOUNTS INCURRED FOR DEFENSE COST SHALL BE APPLIED AGAINST THE RETENTION. Item 1. Parent Organization and Address: Internet Address: www. Item 2. Policy Period: From: To: (12:01 A.M. local time at the address shown in Item 1.) Item 3. Limits of Liability: (A) Part 1, D&O Liability: $ each Policy Period. (B) Part 2, Employment Practices: $ each Policy Period. (C) Part 3, Fiduciary Liability: $ each Policy Period. (D) Part 4, Workplace Violence: $ each Policy Period. (E) Part 5, Internet Liability: $ each Policy Period. (F) Aggregate, All Parts: $ each Policy Period. Philadelphia Indemnity Insurance Company PHSD1879087-001 02/21/202702/21/2026 1,000,000 1,000,000 1,000,000 Real Estate Professionals for AfforHousing in East Jefferson County (REPAH)PO Box 1674Port Townsend, WA 98368-0140 1,000,000 PI-NPD-1 (01-02) Page 2 of 2 Item 4. Retention: (A) Part 1, D&O Liability: $ for each Claim under Insuring Agreement B & C. (B) Part 2, Employment Practices: $ for each Claim. (C) Part 3, Fiduciary Liability: $ for each Claim. (D) Part 4, Workplace Violence: $ for each Workplace Violence Act. (E) Part 5, Internet Liability:$ for each Claim. Item 5. Prior and Pending Date: Part 1 Part 2 Part 3 Part 4 Part 5 Item 6. Premium: Part 1 Part 2 Part 3 Part 4 Part 5 Total Premium: Item 7. Endorsements: PER SCHEDULE ATTACHED In witness whereof, the Insurer issuing this Policy has caused this Policy to be signed by its authorized officers, but it shall not be valid unless also signed by the duly authorized representative of the Insurer. ______________________ _______________________ Countersignature Countersignature Date 02/21/2025 No Date Applies No Date Applies 02/21/2025 2,500 2,500 2,500 02/21/2025 $ 1,261.00 $ 506.00 $ 380.00 $ 375.00 Page of Form Schedule Policy Number: Forms and Endorsements applying to this Coverage Part and made a part of this policy at time of issue: Form Edition Description PHSD1879087-001 PI-FLEXIENHANCEMENT-NOTICE 1 PI-NPD-1 PI-BELL-1 PI-CME-1 PI-NPD-2 PI-NPD-8 PI-NPD-25 PI-NPD-27 PI-NPD-52 PI-NPD-82 PI-NPD-137 PI-NPD-WA-1 PI-SLD-001 1124 0102 1109 1009 0102 0102 0102 1119 0123 1124 0120 0925 0115 Advisory Notice To Policyholders FlexiPlus Five Declarations Page Bell Endorsement Crisis Management Enhancement Endorsement Flexi Plus Five Coverage Form Shared Limits Endorsement Professional Services Exclusion(Supervision Carve-Out) Abuse Exclusion With Workplace Harassment Carveback Amendment Of Exclusions Pro-Pak Elite Enhancement Biometric Information Claim Exclusion Washington - Changes Cap On Losses From Certified Acts Of Terrorism 1 1 PI-CRP-01 (06/05) Page 1 of 1 Includes copyright material of the Insurance Services Office Inc., used with its permission. CRIME PROTECTION PLUS DECLARATIONS Policy Number: In return for the payment of the premium, and subject to all the terms of this Policy, we agree with you to provide the insurance stated in this Policy. DECLARATIONS ITEM 1. Named Insured: 2. Mailing Address: 3. Policy Period:from to (12:01 A.M. Standard Time at Your Mailing Address) 4. Coverages, Limits of Insurance and Deductibles: Loss Sustained Option Discovery Option (If no box is checked, the Loss Sustained Option shall apply) Insuring Agreements, Limit of Insurance and Deductible Amounts shown below are subject to all of the terms of this policy that apply. Insuring Agreements Forming Part of This Policy Limit of Insurance Deductible Amount A1. EMPLOYEE THEFT AND CLIENT COVERAGE $ _____________ $ __________ A2. ERISA FIDELITY $ _____________ $ NIL B. FORGERY OR ALTERATION, including Credit, Debit, or Charge Card Extension ($25,000 limit) $ _____________ $ __________ C. INSIDE THE PREMISES $ _____________ $ __________ D. OUTSIDE THE PREMISES $ _____________ $ __________ E. MONEY ORDERS AND COUNTERFEIT PAPER CURRENCY $ _____________ $ __________ F. COMPUTER FRAUD AND FUNDS TRANSFER FRAUD $ _____________ $ __________ 5. Form Numbers of Endorsements Forming Part of This Policy When Issued: SEE SCHEDULE 6. Cancellation of Prior Insurance: By acceptance of this Policy, you give us notice canceling prior policies or bonds numbered: ______________________________________________________ _____________________ the cancellations to be effective at the time this policy becomes effective. This Policy has been signed by the Company’s President and Secretary. Philadelphia Indemnity Insurance Company PHSD1879087-001 02/21/202702/21/2026 Real Estate Professionals for Affor Housing in East Jefferson County (REPAH) PO Box 1674 Port Townsend, WA 98368-0140 100,000 100,000 1,000 X Page of Form Schedule Crime us Policy Number: Forms and Endorsements applying to this Coverage Part and made a part of this policy at time of issue: Form Edition Description PHSD1879087-001 PI-CRP-01 PI-BELL-1 PI-CME-1 PI-CRP-02 PI-CRP-13 PI-CRP-23 PI-CRP-25 PI-CRP-WA-1 0605 1109 1009 0605 0605 1119 0717 0925 Crime Protection Plus Declarations Bell Endorsement Crisis Management Enhancement Endorsement Crime Protection Plus Policy Policy Bridge - Discovery Replacing Loss Sustained Crime Protection Plus Pro-Pak Fraudulent Inducement Exclusion Washington Changes - Cancellation 1 1 Page 1 of 2 PI-TER-DN1 (1/21) Policy Number: Named Insured: PHILADELPHIA INSURANCE COMPANIES DISCLOSURE NOTICE OF TERRORISM INSURANCE COVERAGE REJECTION OPTION You are hereby notified that under the Terrorism Risk Insurance Act, as amended, you have a right to purchase insurance coverage for losses resulting from acts of terrorism.As defined in Section 102(1) of the Act: The term “act of terrorism” means any act or acts that are certified by the Secretary of the Treasury—in consultation with the Secretary of Homeland Security, and the Attorney General of the United States—to be an act of terrorism; to be a violent act or an act that is dangerous to human life, property, or infrastructure; to have resulted in damage within the United States, or outside the United States in the case of certain air carriers or vessels or the premises of a United States mission; and to have been committed by an individual or individuals as part of an effort to coerce the civilianpopulation of the United States or to influence the policy or affect the conduct of the United States Government by coercion. YOU SHOULD KNOW THAT WHERE COVERAGE IS PROVIDED BY THIS POLICY FOR LOSSES RESULTING FROM CERTIFIED ACTS OF TERRORISM, SUCH LOSSES MAY BE PARTIALLY REIMBURSED BY THE UNITED STATES GOVERNMENT UNDER A FORMULA ESTABLISHED BY FEDERAL LAW. HOWEVER, YOUR POLICY MAY CONTAIN OTHER EXCLUSIONS WHICH MIGHT AFFECT YOUR COVERAGE, SUCH AS AN EXCLUSION FOR NUCLEAR EVENTS. UNDER THE FORMULA, THE UNITED STATES GOVERNMENT’S FEDERAL SHARE OF TERRORISM LOSSES IS 80% OF COVERED TERRORISM LOSSES EXCEEDING THE STATUTORILY ESTABLISHED DEDUCTIBLE PAID BY THE INSURANCE COMPANY PROVIDING THE COVERAGE. THE PREMIUM CHARGED FOR THIS COVERAGE IS PROVIDED BELOW AND DOES NOT INCLUDE ANY CHARGES FOR THE PORTION OF LOSS THAT MAY BE COVERED BY THE FEDERAL GOVERNMENTUNDER THE ACT. YOU SHOULD ALSO KNOW THAT THE TERRORISM RISK INSURANCE ACT, AS AMENDED, CONTAINS A $100 BILLION CAP THAT LIMITS U.S. GOVERNMENT REIMBURSEMENT AS WELL AS INSURERS’ LIABILITY FOR LOSSES RESULTING FROM CERTIFIED ACTS OF TERRORISM WHEN THE AMOUNT OF SUCH LOSSES IN ANY ONE CALENDAR YEAR EXCEEDS $100 BILLION. IF THE AGGREGATE INSURED LOSSES FOR ALL INSURERS EXCEED $100 BILLION, YOUR COVERAGE MAY BE REDUCED. Your attached proposal (or policy) includes a charge for terrorism. We will issue (or have issued) your policy with terrorism coverage unless you decline by placing an “X” in the box below. NOTE 1:If “included” is shown on your proposal (or policy) for terrorism you WILL NOT have the option to reject the coverage. NOTE 2:You will want to check with entities that have an interest in your organization as they may require that you maintain terrorism coverage (e.g. mortgagees). EXCEPTION:If you have property coverage on your policy, the following Standard Fire Policy states do not permit an Insured to reject fire ensuing from terrorism: CA, CT, GA, HI, IA, IL, MA, ME, MO, NJ, NY, NC, OR, RI, VA, WA, WV, WI. Therefore, if you are domiciled in the above states and reject terrorism coverage, you will still be charged for fire ensuing from terrorism as separately designated on your proposal. Terrorism Premium (Certified Acts) $___________________________ PHSD1879087-001 Real Estate Professionals for Affor Included Page 2 of 2 PI-TER-DN1 (1/21) I decline to purchase terrorism coverage. I understand that I will have no coverage for losses arising from “certified” acts of terrorism, EXCEPT as noted above. You, as the Insured, have 30 days after receipt of this notice to consider the selection/rejection of “terrorism” coverage. After this 30 day period, any request for selection or rejection of terrorism coverage WILL NOT be honored. REQUIRED IN GA – LIMITATION ON PAYMENT OF TERRORISM LOSSES (applies to policies which cover terrorism losses insured under the federal program, including those which only cover fire losses) The provisions of the Terrorism Risk Insurance Act, as amended, can limit our maximum liability for payment of losses from certified acts of terrorism. That determination will be based on a formula set forth in the law involving the national total of federally insured terrorism losses in an annual period and individual insurer participation in payment of such losses. If one or more certified acts of terrorism in an annual period causes the maximum liability for payment of losses from certified acts of terrorism to be reached, and we have satisfied our required level of payments under the law, then we will not pay for the portion of such losses above that maximum. However, that is subject to possible change at that time, as Congress may, under the Act, determine that payments above the cap will be made. INSURED’S SIGNATURE_ DATE PI-BELL-1 (11/09) Page 1 of 8 © 2009 Philadelphia Insurance Companies THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BELL ENDORSEMENT Unless otherwise stated herein, the terms, conditions, exclusions and other limitations set forth in this endorsement are solely applicable to coverage afforded by this endorsement, and the policy is amended as follows: I. SCHEDULE OF ADDITIONAL COVERAGES AND LIMITS The following is a summary of Limits of Liability or Limits of Insurance and/or additional coverages provided by this endorsement. This endorsement is subject to the provisions of the policy to which it is attached. COVERAGE LIMITS OF INSURANCE Business Travel Accident Benefit $50,000 Conference Cancellation $25,000 Donation Assurance $50,000 Emergency Real Estate Consulting Fee $50,000 Fundraising Event Blackout $25,000 Identity Theft Expense $50,000 Image Restoration and Counseling $50,000 Key Individual Replacement Expenses $50,000 Kidnap Expense $50,000 Political Unrest $5,000 per employee: $25,000 policy limit Temporary Meeting Space Reimbursement $25,000 Terrorism Travel Reimbursement $50,000 Travel Delay Reimbursement $1,500 Workplace Violence Counseling $50,000 PI-BELL-1 (11/09) Page 2 of 8 © 2009 Philadelphia Insurance Companies II. CONDITIONS A. Applicability of Coverage Coverage provided by your policy and any endorsements attached thereto is amended by this endorsement where applicable. B. Limits of Liability or Limits of Insurance 1. When coverage is provided by this endorsement and another coverage form or endorsement attached to this policy, the greater limits of liability or limits of insurance will apply. In no instance will multiple limits apply to coverages which may be duplicated within this policy. Additionally, if this policy and any other coverage part or policy issued to you by us, or any company affiliated with us, apply to the same occurrence, offense, wrongful act, accident or loss, the maximum limits of liability or limits of insurance under all such coverage parts or policies combined shall not exceed the highest applicable limits of liability or limits of insurance under any one coverage part or policy. 2.Limits of liability or limits of insurance identified in Section I. SCHEDULE OF ADDITIONAL COVERAGES AND LIMITS above are not excess of, but are in addition to the applicable Limits of Liability or Limits of Insurance stated in the Declarations. C. Claim Expenses Coverages provided herein are not applicable to the generation of claim adjustment costs by you; such as fees you may incur by retaining a public adjuster or appraiser. III. ADDITIONAL COVERAGES A. Business Travel Accident Benefit We will pay a Business Travel Accident Benefit to the insured if a director or officer suffers injury or death while traveling on a common carrier for your business during the policy period. For the purpose of Business Travel Accident Benefit coverage, injury means: 1. Physical damage to the body caused by violence, fracture, or an accident that results in loss of life not later than one hundred eighty (180) days after the policy expiration, the date of cancellation or the date of non-renewal; 2. Accidental loss of limbs or multiple fingers; 3.Total loss of sight, speech or hearing. The limit of insurance for this coverage is $50,000 per policy period for all insureds combined. No deductible applies to this coverage. The Business Travel Accident Benefit shall not be payable if the cause of the injury was: 1. An intentional act by the insured; 2. An act of suicide or attempted suicide; 3. An act of war; or 4. A disease process. PI-BELL-1 (11/09) Page 3 of 8 © 2009 Philadelphia Insurance Companies B. Conference Cancellation We will reimburse the insured for any business-related conference expenses, paid by the insured and not otherwise reimbursed, for a canceled conference that an employee was scheduled to attend. The cancellation must be due directly to a “natural catastrophe” or a “communicable disease” outbreak that forces the cancellation of the conference. With respect to a conference cancellation claim, it is further agreed as follows: 1. The insured employee must have registered for the conference at least thirty (30) days prior to the cancellation; and 2.The cancellation must be ordered by a local, state or federal Board of Health or other governmental authority having jurisdiction over the location of the conference. The limit of insurance for this coverage is $25,000 per policy period for all insureds combined. No deductible applies to this coverage. C. Donation Assurance If the insured is a 501(c)(3) status non-profit organization as defined in the United States Internal Revenue Code, we will reimburse the insured for “failed donation claim(s).” With respect to any “failed donation claim,” it is further agreed as follows: 1. The donor must not have been in bankruptcy, nor have filed for bankruptcy or reorganization in the past seven (7) years prior to the time said pledge was made to the insured; 2. For non-cash donations, our payment of a “failed donation claim” shall be based on the fair market value of said non-cash donation at the time of the “failed donation claim”; 3.In the case of unemployment or incapacitation of a natural person donor and as a condition of payment of the “failed donation claim”: a. Neither the natural person donor nor the insured shall have had reason to believe the donor would become unemployed or incapacitated subsequent to the donation date; and b. The donor shall be unemployed for at least sixty (60) days prior to a claim being submitted by the insured; 4.No coverage shall be afforded for a written pledge of funds or other measurable, tangible property to the insured dated prior to the policy period; and 5. A donation amount which is to be collected by the insured over more than a twelve (12) month period shall be deemed a single donation. The limit of insurance for this coverage is $50,000 per policy period for all insureds combined. No deductible applies to this coverage. D. Emergency Real Estate Consulting Fee We will reimburse the insured any realtor’s fee or real estate consultant’s fee necessitated by the insured’s need to relocate due to the “unforeseeable destruction” of the insured’s “principal location” listed in the Declarations during the policy period. The limit of insurance for this PI-BELL-1 (11/09) Page 4 of 8 © 2009 Philadelphia Insurance Companies coverage is $50,000 per policy period for all insureds combined. No deductible applies to this coverage. E. Fundraising Event Blackout We will reimburse the insured for “fundraising expenses” that are incurred due to the cancellation of a fundraising event caused by the lack of electric supply resulting in a power outage, provided the fundraising event is not re-scheduled. The fundraising event must have been planned at least thirty (30) days prior to the power outage. The limit of insurance for this coverage is $25,000 per policy period for all insureds combined. No deductible applies to this coverage. F. Identity Theft Expense We will reimburse any present director or officer of the named insured for “identity theft expenses” incurred as the direct result of any “identity theft” first discovered and reported during the policy period; provided that it began to occur subsequent to the effective date of the insured’s first policy with us. The limit of insurance for this coverage is $50,000 per policy period for all insureds combined. No deductible applies to this coverage. G. Image Restoration and Counseling We will reimburse the insured for expenses incurred for image restoration and counseling arising out of “improper acts” by any natural person. Covered expenses are limited to: 1. The costs of rehabilitation and counseling for the accused natural person insured, provided the natural person insured is not ultimately found guilty of criminal conduct; this reimbursement to occur after acquittal of the natural person insured; 2.The costs charged by a recruiter or expended on advertising, for replacing an officer as a result of “improper acts”; and 3. The costs of restoring the named insured’s reputation and consumer confidence through image consulting. The limit of insurance for this coverage is $50,000 per policy period for all insureds combined. No deductible applies to this coverage. H. Key Individual Replacement Expenses We will pay “key individual replacement expenses” if the Chief Executive Officer or Executive Director suffers an “injury” during the policy period which results in the loss of life during the policy period. The limit of insurance for this coverage is the lesser of $50,000 or ten (10) times the annual premium paid for this policy. No deductible applies to this coverage. I. Kidnap Expense We will pay on behalf of any director or officer of the insured, reasonable fees incurred as a result of the kidnapping of them or their spouse, “domestic partner,” parent or child during the policy period. Coverage will not apply to any kidnapping by or at the direction of any present or former family member of the victim. Reasonable fees will include: PI-BELL-1 (11/09) Page 5 of 8 © 2009 Philadelphia Insurance Companies 1. Fees and costs of independent negotiators; 2.Interest costs for any loan from a financial institution taken by you to pay a ransom demand or extortion threat; 3.Travel costs and accommodations incurred by the named insured; 4.Reward money paid to an informant which leads to the arrest and conviction of parties responsible for loss covered under this insurance; and 5. Salary, commissions and other financial benefits paid by you to a director or officer. Such compensation applies at the level in effect on the date of the kidnap and ends upon the earliest of: a. Up to thirty (30) days after their release, if the director or officer has not yet returned to work; b.Discovery of their death; c. One hundred twenty (120) days after the last credible evidence following abduction that they are still alive; or d.Twelve (12) months after the date of the kidnapping. The limit of insurance for this coverage is $50,000 each policy period for all insureds combined. No deductible applies to this coverage. J. Political Unrest Coverage We will reimburse any present director, officer, employee or volunteer of the named insured while traveling outside the United States of America for “emergency evacuation expenses” that are incurred as a result of an incident of “political unrest.” This “political unrest” must occur during the policy period. No coverage is granted for travel to countries in a state of “political unrest” at the time of departure of the travel. The limit of insurance for this coverage is $5,000 per covered person, subject to a maximum of $25,000 per policy period for all insureds combined. No deductible applies to this coverage. K. Temporary Meeting Space Reimbursement We will reimburse the insured for rental of meeting space which is necessitated by the temporary unavailability of the insured’s primary office space due to the failure of a climate control system, or leakage of a hot water heater during the policy period. Coverage will exist only for the renting of temporary meeting space required for meeting with parties who are not insured under this policy. The limit of insurance for this coverage is $25,000 per policy period for all insureds combined. No deductible applies to this coverage. L. Terrorism Travel Reimbursement We will reimburse any present director or officer of the named insured in the event of a “certified act of terrorism” during the policy period which necessitates that he/she incurs “emergency travel expenses.” The limit of insurance for this coverage is $50,000 per policy period for all insureds combined. No deductible applies to this coverage. PI-BELL-1 (11/09) Page 6 of 8 © 2009 Philadelphia Insurance Companies M. Travel Delay Reimbursement We will reimburse any present director or officer of the named insured for any “non- reimbursable expenses” they incur as a result of the cancellation of any regularly scheduled business travel on a common carrier. The limit of insurance for this coverage is $1,500 per policy period for all insureds combined. A seventy-two (72) hour waiting period deductible applies to this coverage. N. Workplace Violence Counseling We will reimburse the insured for emotional counseling expenses incurred directly as a result of a “workplace violence” incident at any of the insured’s premises during the policy period. The emotional counseling expenses incurred must have been for: 1. Your employees who were victims of, or witnesses to the “workplace violence”; 2.The spouse, “domestic partner,” parents or children of your employees who were victims of, or witnesses to the “workplace violence”; and 3. Any other person or persons who directly witnessed the “workplace violence” incident. The limit of insurance for this coverage is $50,000 per policy period for all insureds combined. No deductible applies to this coverage. IV. DEFINITIONS For the purpose of this endorsement, the following definitions apply: A. “Certified act of terrorism” means any act so defined under the Terrorism Risk Insurance Act, and its amendments or extensions. B.“Communicable disease” means an illness, sickness, condition or an interruption or disorder of body functions, systems or organs that is transmissible by an infection or a contagion directly or indirectly through human contact, or contact with human fluids, waste, or similar agent, such as, but not limited to Meningitis, Measles or Legionnaire’s Disease. C. “Domestic partner” means any person who qualifies as a domestic partner under the provisions of any federal, state or local statute or regulation, or under the terms and provisions of any employee benefit or other program established by the named insured. D.“Emergency evacuation expenses” mean: 1. Additional lodging expenses; 2. Additional transportation costs; 3. The cost of obtaining replacements of lost or stolen travel documents necessary for evacuation from the area of “political unrest”; and 4. Translation services, message transmittals and other communication expenses. provided that these expenses are not otherwise reimbursable. E. “Emergency travel expenses” mean: PI-BELL-1 (11/09) Page 7 of 8 © 2009 Philadelphia Insurance Companies 1.Hotel expenses incurred which directly result from the cancellation of a scheduled transport by a commercial transportation carrier, resulting directly from and within forty-eight (48) hours of a “certified act of terrorism”; and 2. The increased amount incurred which may result from re-scheduling comparable transport, to replace a similarly scheduled transport canceled by a commercial transportation carrier in direct response to a “certified act of terrorism”; provided that these expenses are not otherwise reimbursable. F. “Failed donation claim” means written notice to the insured during the policy period of: 1. The bankruptcy or reorganization of any donor whereby such bankruptcy or reorganization prevents the donor from honoring a prior written pledge of funds or other measurable, tangible property to the insured; or 2. The unemployment or incapacitation of a natural person donor preventing him/her from honoring a prior written pledge of funds or other measurable, tangible property to the insured. G. “Fundraising expenses” mean deposits forfeited and other charges paid by you for catering services, property and equipment rentals and related transport, venue rentals, accommodations (including travel), and entertainment expenses less any deposits or other fees refunded or refundable to you. H. “Identity theft” means the act of knowingly transferring or using, without lawful authority, a means of identification of any director or officer (or spouse or “domestic partner” thereof) of the named insured with the intent to commit, or to aid or abet another to commit, any unlawful activity that constitutes a violation of federal law or a felony under any applicable state or local law. I. “Identity theft expenses” mean: 1. Costs for notarizing affidavits or similar documents attesting to fraud required by financial institutions or similar credit grantors or credit agencies; 2. Costs for certified mail to law enforcement agencies, credit agencies, financial institutions or similar credit grantors; and 3. Loan application fees for re-applying for a loan or loans when the original application is rejected solely because the lender received incorrect credit information. J. “Improper acts” means any actual or alleged act of: 1. Sexual abuse; 2. Sexual intimacy; 3. Sexual molestation; or 4.Sexual assault; committed by an insured against any natural person who is not an insured. Such “improper acts” must have been committed by the insured while in his or her capacity as an insured. K. “Injury” whenever used in this endorsement, other than in Section III. A. Business Travel, PI-BELL-1 (11/09) Page 8 of 8 © 2009 Philadelphia Insurance Companies means any physical damage to the body caused by violence, fracture or an accident. L. “Key individual replacement expenses” mean the following necessary expenses: 1. Costs of advertising the employment position opening; 2. Travel, lodging, meal and entertainment expenses incurred in interviewing job applicants for the employment position opening; and 3. Miscellaneous extra expenses incurred in finding, interviewing and negotiating with the job applicants, including, but not limited to, overtime pay, costs to verify the background and references of the applicants and legal expenses incurred to draw up an employment contract. M. “Natural catastrophe” means hurricane, tornado, earthquake or flood. N.“Non-reimbursable expenses” means the following travel-related expenses incurred after a seventy-two (72) hour waiting period, beginning from the time documented on the proof of cancellation, and for which your director or officer produces a receipt: 1. Meals and lodging; 2.Alternative transportation; 3. Clothing and necessary toiletries; and 4. Emergency prescription and non-prescription drug expenses. O. “Political unrest” means: 1. A short-term condition of disturbance, turmoil or agitation within a foreign country that poses imminent risks to the security of citizens of the United States; 2. A long-term condition of disturbance, turmoil or agitation that makes a foreign country dangerous or unstable for citizens of the United States; or 3. A condition of disturbance, turmoil or agitation in a foreign country that constrains the United States Government’s ability to assist citizens of the United States, due to the closure or inaccessibility of an embassy or consulate or because of a reduction of its staff for which either an alert or travel warning has been issued by the United States Department of State. P. “Principal location” means the headquarters, home office or main location where most business is substantially conducted. Q. “Unforeseeable destruction” means damage resulting from a “certified act of terrorism,” fire, collision or collapse which renders all of the insured’s “principal locations” completely unusable. R.“Workplace violence” means any intentional use of or threat to use deadly force by any person with intent to cause harm and that results in bodily “injury” or death of any person while on the insured’s premises. PI-CME-1 (10/09) Page 1 of 2 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CRISIS MANAGEMENT ENHANCEMENT ENDORSEMENT Unless otherwise stated herein, the terms, conditions, exclusions and other limitations set forth in this endorsement are solely applicable to coverage afforded by this endorsement, and the policy is amended as follows: Solely for the purpose of this endorsement: 1) The words “you” and “your” refer to the Named Insured shown in the Declarations, and any other person or organization qualifying as a Named Insured under this policy. 2) The words “we,” “us” and “our” refer to the company providing this insurance. I. SCHEDULE OF ADDITIONAL COVERAGE AND LIMITS The following is the Limit of Liability provided by this endorsement. This endorsement is subject to the provisions of the policy to which it is attached. II. CONDITIONS A. Applicability of Coverage Coverage provided by your policy and any endorsements attached thereto is amended by this endorsement where applicable. All other terms and conditions of the policy or coverage part to which this endorsement is attached remain unchanged. B. Limits of Liability or Limits of Insurance When coverage is provided by this endorsement and any other coverage form or endorsement attached to this policy, we will pay only for the amount of covered loss or damage in excess of the amount due from that other insurance, whether you can collect on it or not. But we will not pay more than the applicable Limit of Liability or Limit of Insurance. C. Claim Expenses Coverages provided herein are not applicable to the generation of claim adjustment costs by you; such as fees you may incur by retaining a public adjuster or appraiser. III. ADDITIONAL COVERAGES A. We will reimburse you for “crisis management emergency response expenses” incurred because of an “incident” giving rise to a “crisis” to which this insurance applies. The amount of such reimbursement is limited as described in Section II. CONDITIONS, B. Limits of Liability or Limits of Insurance. No other obligation or liability to pay sums or perform acts or services is covered. B. We will reimburse only those “crisis management emergency response expenses” which are incurred during the policy period as shown in the Declarations of the policy to which this coverage is attached and reported to us within six (6) months of the date the “crisis” was initiated. Crisis Management Expense $25,000 PI-CME-1 (10/09) Page 2 of 2 IV. DEFINITIONS A. “Crisis” means the public announcement that an “incident” occurred on your premises or at an event sponsored by you. B. “Crisis management emergency response expenses” mean those expenses incurred for services provided by a “crisis management firm.” However, “crisis management emergency response expenses” shall not include compensation, fees, benefits, overhead, charges or expenses of any insured or any of your employees, nor shall “crisis management emergency response expenses” include any expenses that are payable on your behalf or reimbursable to you under any other valid and collectible insurance. C. “Crisis management firm” means any service provider you hire that is acceptable to us. Our consent will not be unreasonably withheld. D. “Incident” means an accident or other event, including the accidental discharge of pollutants, resulting in death or serious bodily injury to three or more persons. E. “Serious bodily injury” means any injury to a person that creates a substantial risk of death, serious permanent disfigurement, or protracted loss or impairment of the function of any bodily member or organ. FLEXI PLUS FIVE EXCEPT AS OTHERWISE PROVIDED HEREIN, THIS IS A CLAIMS-MADE POLICY. CLAIMS-MADE POLICIES ONLY COVER THOSE CLAIMS MADE AGAINST THE INSURED DURING THE POLICY PERIOD. Underwriter Application Underwriter Part 1 Underwriter Individual Insured Loss Claims Individual Insureds Policy Period Underwriter D&O Wrongful Acts Organization Individual Insureds Loss Underwriter Organization Loss Claims Individual Insureds Policy Period Underwriter D&O Wrongful Acts Organization Individual Insureds Loss Underwriter Organization Loss Claims Organization Policy Period Underwriter D&O Wrongful Act D&O Wrongful Act Personal & Advertising Injury Individual Insured Individual Insured Organization Personal & Advertising Injury Individual Insured Outside Entity Organization D&O Wrongful Act Employment Practice Act Fiduciary Liability Act Internet Liability Act Outside Entity Outside Entity Personal & Advertising Injury Underwriter Loss Claim Insured Insured Insured Insured Insured Defense Costs Organization Insured Loss Underwriter Loss Organization Loss Part 2 Underwriter Insured Loss Claims Insured Policy Period Underwriter Employment Practices Act Employment Practice Act Individual Insured Individual Insured Organization Claim Third Party Employment Practices Act Individual Insured Individual Insured Organization Employment Practices Act D&O Wrongful Act Fiduciary Liability Act Internet Liability Act Third Party Organization Underwriter Loss Claim Insured Claim Individual Insured Claim Individual Insured Organization Defense Costs Loss Part 3 Underwriter Insured Loss Claims Insured Policy Period Underwriter Fiduciary Liability Act Administration Benefit Plan Benefit Plan Benefit Plan Benefit Plan Welfare Benefit Plan Organization Organization Pension Benefit Plan Organization Organization Pension Benefit Plan Pension Benefit Plan Underwriter Application Pension Benefit Plan Policy Period Insured Organization Insured Underwriter Pension Benefit Plan Underwriter Organization Benefit Plans Policy Period Fiduciary Liability Act Benefit Plan Benefit Plan Fiduciary Liability Act Insured Benefit Plan ERISA Insured Administration Benefit Plans Fiduciary Liability Act D&O Wrongful Act Internet Liability Act Pension Benefit Plan ERISA Welfare Benefit Plan ERISA Underwriter Loss Claim Insured Benefit Plan Benefit Plan Loss Benefit Plan Benefit Plan Defense Costs Benefit Plan Insured Benefit Plan Part 4 Underwriter Organization Violence Damage Workplace Violence Act Policy Period Underwriter Violence Damage Business Interruption Expense Public Image Restoration Expense Workplace Violence Expense Business Interruption Expense Workplace Violence Act Organization Workplace Violence Act Workplace Violence Act Organization Workplace Violence Act Workplace Violence Act Organization Business Interruption Expense Business Interruption Expense Business Interruption Expense Organization Business Interruption Expense Public Image Restoration Expense Workplace Violence Act Workplace Violence Act Individual Insureds Workplace Violence Act Workplace Violence Act Workplace Violence Act Workplace Violence Expense Salary Wages Workplace Violence Act Organization Individual Insureds Workplace Violence Acts Workplace Violence Acts Salary Wages Workplace Violence Act Salary Wages Workplace Violence Act Organization Individual Insureds Workplace Violence Acts Workplace Violence Acts Salary Wages Salary Wages Individual Insured Workplace Violence Act Workplace Violence Act Premises Premises Organization Salary Wages Organization Individual Insured Underwriter Violence Damage Workplace Violence Act Premises Premises Workplace Violence Act Part 5 Underwriter Organization Loss Claims Organization Policy Period Underwriter Internet Liability Act Internet Activity Matter Internet Site Internet Site Matter Product Insured Internet Liability Act Insured Insured Internet Activity Organization Underwriter Loss Claim Insured Organization Organization Defense Costs Product Product Product Product Loss Organization Organization Organization Insured Third Party Organization Internet Site Part 6 Application Application Application(s) Underwriter Claim Insured Wrongful Act Insured Claim Damages Violence Damage Defense Costs Claim Insured Underwriter Claim Defense Costs Claim Insured Underwriter Individual Insured Underwriter Individual Insured Individual Insureds Claim ERISA Individual Insured Organization Benefit Plan Organization Wrongful Acts Wrongful Acts Organization Organization Insured Organization Individual Insured Interrelated Wrongful Act Wrongful Act Wrongful Acts Loss Damages Defense Costs Loss Loss ERISA Defense Costs Insured Claim Defense Costs Organization Parent Organization Subsidiary Benefit Plan Parent Organization Policy Period Subsidiary Policy Period Parent Organization Subsidiary Application Policy Period Parent Organization Parent Organization Policy Period Parent Organization Underwriter Subsidiary Policy Period Policy Period Parent Organization Parent Organization Policy Period Policy Period Parent Organization Underwriter Underwriter Parent Organization Underwriter Subsidiary Underwriter Wrongful Act D&O Wrongful Act Employment Practices Act Fiduciary Liability Act Internet Liability Act Part 7 Underwriter Loss Claim Insured Insured Insured Insured Insured Workplace Violence Act Wrongful Act Insured Individual Insured Insured Wrongful Act Wrongful Act Insured Insured Claim Loss Defense Costs Claim Insured Insured Claim Organization ERISA Wrongful Act Subsidiary Benefit Plan Individual Insured Subsidiary Benefit Plan Insured Insured Individual Insured Organization Benefit Plan Outside Entity Organization Individual Insured Part 8 Insureds Claims Workplace Violence Acts Damages Claims Policy Period Policy Period Damages Claims Workplace Violence Acts Policy Period Policy Period Damages Claims Workplace Violence Acts Policy Period Defense Costs Underwriter Defense Costs Claim Underwriter Defense Costs Damages Policy Period Underwriter Loss Claim Workplace Violence Act Insured Loss Individual Insureds Organization Individual Insured Loss Claims Interrelated Wrongful Acts Workplace Violence Acts Insured Underwriter Claim Insured Claim Claim Underwriter Underwriter Insured Underwriter Claim Claim Insured Claim Underwriter Defense Costs Claim Insured Underwriter Underwriter Defense Costs Insured Underwriter Insured Claim Workplace Violence Act Underwriter Underwriter Loss Claim Insured Workplace Violence Act Insured Insured Claim Underwriter Insureds Insureds Insured Underwriter Underwriter Claim Workplace Violence Act Insured Claim Insured Underwriter Insured Claim Claim Claim Defense Costs Loss Loss Insured Underwriter Claim Insured Claim Insured Underwriter Insured Underwriter Insured Insured Underwriter Underwriter Claim Insured Workplace Violence Act Insured Underwriter Claim Workplace Violence Act Underwriter Policy Period Policy Period Insured Claim Insured Wrongful Act Underwriter Claim Wrongful Act Claim Insured Wrongful Act Policy Period Loss Wrongful Act Interrelated Wrongful Acts Workplace Violence Acts Loss Claim Workplace Violence Act Claim Workplace Violence Act Claims Workplace Violence Acts Underwriter Parent Organization Parent Organization Insureds Underwriter Underwriter Parent Organization Underwriter Parent Organization Policy Period Insured Application Underwriter Individual Insured Application Application Insured Individual Insured Underwriter Insured Underwriter Underwriter Claim Insured Wrongful Act Insured Underwriter Claim Parent Organization Claim Insured Wrongful Acts Underwriter Claims Parent Organization Underwriter Parent Organization Claim Insured Wrongful Acts Underwriter Claims Underwriter Parent Organization Underwriter Insured Underwriter Claim Workplace Violence Act Underwriter Insured Parent Organization Insured Parent Organization Application Parent Organization Insured Parent Organization Insured Insured Claims Workplace Violence Acts Underwriter Insured Underwriter Insured Insured Underwriter Insured Underwriter Insured Underwriter Policy Period Organization Organization Claims Policy Period Wrongful Acts Insured Underwriter Insured Underwriter Underwriter Insured Underwriter Underwriter Insured Workplace Violence Act Policy Period Organization Claims Underwriter Parent Organization Underwriter Wrongful Act Workplace Violence Act Loss Loss Loss Parent Organization Underwriter Claim Workplace Violence Act Parent Organization Underwriter Wrongful Act Workplace Violence Act Loss Loss Loss Claim Claim Individual Insured Organization Insured Underwriter Loss Loss Underwriter Underwriter Underwriter PI-NPD-8 (1-02) Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. SHARED LIMITS ENDORSEMENT This endorsement modifies and is subject to the insurance provided under the following: FLEXIPLUS FIVE It is agreed the combined/shared Limit of Liability available for any Claim under Part(s)1 and any Claim under Part(s) shall be $ . Notwithstanding the foregoing, the Limit of Liability available for any Claim under a coverage Part shall also be subject to such Parts Limit of Liability as stated in Item 3 of the Declarations. 1,000,0002, 5 PI-NPD-25 (1-02) Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PROFESSIONAL SERVICES EXCLUSION (SUPERVISION CARVE-OUT) This endorsement modifies and is subject to the insurance provided under the following: FLEXIPLUS FIVE The Policy is amended as follows: With respect to coverage under Part 1, the Underwriter shall not be liable to make any payment for Loss in connection with any Claim made against the Insured based upon, arising out of, directly or indirectly resulting from or in consequence of, or in any way involving the Insured's performance of or failure to perform professional services for others. Provided, however, that the foregoing shall not be applicable to any derivative action Claim alleging failure to supervise those who performed or failed to perform such professional services. PI-NPD-27 (11/19) PI-NPD-27 (11/19) PHILADELPHIA INDEMNITY INSURANCE COMPANY Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ABUSE EXCLUSION WITH WORKPLACE HARASSMENT CARVEBACK This endorsement modifies insurance provided under the following: FLEXI PLUS FIVE The Policy is amended as follows: 1. The Underwriter shall not be liable to make any payment for Loss in connection with any Claim based upon, arising out of, directly or indirectly resulting from or in consequence of, or in any way involving the actual or alleged Abusive Acts of any person(s). 2. The Underwriter shall not be liable to make any payment for Loss in connection with any Claim based upon, arising out of, directly or indirectly resulting from or in consequence of, or in any way involving the actual and/or alleged negligent hiring, retention, employment, assignment, placement, training, supervision, oversight, evaluation, assessment, discipline and/or investigation of any person(s) who actually or allegedly committed Abusive Acts. For purposes of this Exclusion, Abusive Acts means any actual or alleged: a) Sexual abuse; b) Sexual harassment; c) Sexual assault; d) Sexual molestation; e) Sexual exploitation; f) Physical abuse, harm, assault or battery; or g) Psychological or mental abuse or neglect However, paragraphs 1. and 2.above of this Exclusion shall not apply to the following: 1.Claims involving actual and/or alleged acts of harassment committed against an Individual Insured occurring in the workplace or in the course of employment or service with the Organization. 2. Claims involving an Insured’s actual and/or alleged acts of harassment against a non-Insured person(s) in the course, scope or process of their application or interview for employment or service with the Organization. All other terms and conditions remain the same. PI-NPD-52 (01/23) PI-NPD-52 (01/23) Page 1 of 1 @2023 Philadelphia Consolidated Holding Corp. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMENDMENT OF EXCLUSIONS This endorsement modifies insurance provided under the following: FLEXI PLUS FIVE With regard to Part 1 (DIRECTORS & OFFICERS LIABILITY INSURANCE), the Underwriter shall not be liable to make any payment for Loss in connection with any Claim for any actual or alleged violation(s) of any of the responsibilities, obligations or duties imposed by the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act (except the Equal Pay Act), the National Labor Relations Act, the Worker Adjustment and Retraining Notification Act, the Consolidated Omnibus Budget Reconciliation Act, the Occupational Safety and Health Act, any rules or regulations of the foregoing promulgated thereunder, and amendments thereto or any similar federal, state, local or foreign statutory law or common law; provided, however, this exclusion shall not apply to a Claim for retaliation; provided, further, however, there is no coverage provided under this policy for any Claim related to, arising out of, based upon, or attributable to the refusal, failure or inability of any Insured(s)to reimburse Employee(s) for any business or personal expenses, orto pay Earned Wages (as opposed to tort-based back pay or front pay damages) or for improper payroll deductions taken by any Insured(s)from any Employee(s)or purported Employee(s), including, but not limited to, (i) any unfair business practice claim alleged because of the failure to pay Earned Wages, or (ii) any Claim seeking Earned Wages because any Employee(s)or purported Employee(s) were improperly classified or mislabeled as "exempt." Part 2 (EMPLOYMENT PRACTICES LIABILITY INSURANCE), section III (EXCLUSIONS), item B. is replaced by: B. for any actual or alleged violation(s) of any of the responsibilities, obligations or duties imposed by the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act (except the Equal Pay Act), the National Labor Relations Act, the Worker Adjustment and Retraining Notification Act, the Consolidated Omnibus Budget Reconciliation Act, the Occupational Safety and Health Act, any rules or regulations of the foregoing promulgated thereunder, and amendments thereto or any similar federal, state, local or foreign statutory law or common law; provided, however, this exclusion shall not apply to a Claim for Retaliation; provided, further, however, there is no coverage provided under this policy for any Claim related to, arising out of, based upon, or attributable to the refusal, failure or inability of any Insured(s)to reimburse Employee(s) for any business or personal expenses, orto pay Earned Wages (as opposed to tort-based back pay or front pay damages) or for improper payroll deductions taken by any Insured(s)from any Employee(s)or purported Employee(s), including, but not limited to, (i) any unfair business practice claim alleged because of the failure to pay Earned Wages, or (ii) any Claim seeking Earned Wages because any Employee(s)or purported Employee(s) were improperly classified or mislabeled as "exempt." Part 6 (COMMON POLICY DEFINITIONS), is supplemented by: Earned Wages means wages or overtime pay for services rendered. PI-NPD-82 (11/24) PI-NPD-82 (11/24) Page 1 of 19 © 2024 Philadelphia Consolidated Holding Corp. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRO-PAK ELITE ENHANCEMENT This endorsement modifies insurance provided under the following: FLEXIPLUS FIVE I. DIRECTORS & OFFICERS COVERAGE ENHANCEMENTS Part 1 Not-for-Profit Organization Directors & Officers Liability Insurance is amended as follows: A. SIDE-A SEPARATE LIMIT 1. The Underwriter shall provide an additional Limit of Liability under Part 1 Not-for-Profit Directors & Officers Liability Insurance, Section I, Insuring Agreements, paragraph A, in an amount not to exceed $1,000,000, which amount is in addition to and not part of the Limit of Liability set forth in ITEM 3.(A) of the Declarations. This additional Limit of Liability applies solely to Loss resulting from any Claim against any officersand directors and arising from a D&O Wrongful Act to which Insuring Agreement A. is applicable 2. The Underwriter shall not be entitled under any circumstances to rescind the coverage granted by Part 1 Not-for-Profit Directors & Officers Liability Insurance, Section I. INSURING AGREEMENTS, paragraph A. B. ORDER OF PAYMENTS It is further understood and agreed that if a Loss shall be payable under more than one of the INSURING AGREEMENTS in Part 1 Not-for-Profit Organization Directors & Officers Liability Insurance, then the Underwriter shall, to the maximum extent practicable and subject at all times to the Underwriter’s Limits of Liability specified in the Declarations, pay such Loss as follows: 1. first, the Underwriter shall pay that Loss, if any, which the Underwriter may be liable to pay on behalf of the Individual Insureds under Section I. INSURING AGREEMENTS, Item A.; 2. second, the Underwriter shall pay that Loss, if any, which the Underwriter may be liable to pay on behalf of the Organization for Claims made against Individual Insureds and indemnified by the Organization under Section I. INSURING AGREEMENTS, Item B.;and 3. third, the Underwriter shall make such other payments which the Underwriter may be liable to pay on behalf of the Organization for Claims made against the Organization under Section I. INSURING AGREEMENTS, Item C. C. AMENDMENT TO THE DEFINITION OF D&O WRONGFUL ACT Section II, DEFINITIONS, paragraph A is deleted in its entirety and replaced by the following: 1. Act, error, omission, misstatement, misleading statement, neglect, breach of duty or Personal & Advertising Injury committed or attempted by an Individual Insured in his/her capacity as an Individual Insured or any other matter claimed against any Individual Insured solely by reason of his or her status as an Individual Insured; or by the Organization; or PI-NPD-82 (11/24) PI-NPD-82 (11/24) Page 2 of 19 © 2024 Philadelphia Consolidated Holding Corp. 2. act, error, omission, misstatement, misleading statement, neglect, breach of duty or Personal & Advertising Injury committed or attempted by an Individual Insured while serving as a director, officer, governor or trustee of any Outside Entity if such service is at the request or direction of the Organization However, D&O Wrongful Act does not include an Employment Practice Act,Fiduciary Liability Act, or Internet Liability Act. D. AMENDMENT OF THE DEFINITION OF OUTSIDE ENTITY Section II, DEFINITIONS, paragraph B, Item 1. is deleted in its entirety and replaced by the following: 1. any not-for-profit entity, community chest, fund or foundation that is exempt from federal income tax as an entity described in Section 501(c)(3), 501(c)(4), 501(c)(7) or 501(c)(10) of the Internal Revenue Code of 1986, as amended, or any other entity organized for religious or charitable purpose under any non-profit organization act or statute; or E. DELETION OF PRODUCTS AND SERVICES EXCLUSIONS Section III. EXCLUSIONS, Item B., Paragraphs 3. and 4. are deleted in their entirety. F. BREACH OF CONTRACT SIDE-A CARVEBACK Section III. EXCLUSIONS, Item C.will not apply to Claims with respect to coverage provided under Section I. INSURING AGREEMENTS, Item A. G. DELETION OF PRESUMPTIVE INDEMNIFICATION Section IV, PRESUMPTIVE INDEMNIFICATION. is deleted in its entirety. II. EMPLOYMENT PRACTICES LIABILITY COVERAGE ENHANCEMENTS The following amends the coverage provided by your Policy under Part 2 Employment Practices Liability Insurance. This section only applies if a limit of liability is scheduled on the declarations page for Part 2, Employment Practices. Part 2 Employment Practices Liability Insurance is amended as follows: A. AMENDMENT OF THE DEFINITION OF EMPLOYMENT PRACTICE ACT Section II. DEFINITIONS, Item A. Employment Practice Act is deleted in its entirety and replaced by the following: A.Employment Practice Act means any actual or alleged: 1. wrongful dismissal, discharge or termination of employment; 2. breach of a written or oral employment contract or implied employment contract; 3. employment related misrepresentation; 4. wrongful failure to promote; 5. violation of employment discrimination laws (including harassment); PI-NPD-82 (11/24) PI-NPD-82 (11/24) Page 3 of 19 © 2024 Philadelphia Consolidated Holding Corp. 6. wrongful deprivation of a career opportunity; 7. employment related wrongful discipline; 8. negligent employee evaluation, training or supervision; 9. employment related invasion of privacy or violation of employee privacy; 10. employment related defamation (including libel and slander); 11. workplace harassment of any kind, including sexual; 12.hostile work environment; 13. constructive discharge of employment; 14. employment related retaliation 15. employment related humiliation; 16. wrongful demotion; 17. negligent reassignment; 18. negligent hiring or retention; 19. failure to grant tenure; 20. failure to provide or enforce consistent employment policies and procedures; 21. failure to employ; 22. failure to make partner; 23. workplace bullying; 24. violation of any federal, state or local civil rights laws; and 25. acts described in 1. through 24.above, arising from the use of the Organization’s internet, e-mail, blog, telecommunication or similar systems, including communications on a Social Media Network, and committed or attempted by an Individual Insured in his/her capacity as an Individual Insured or by the Organization. Solely with respect to any Claim brought by or on behalf of any Third Party, Employment Practice Act means any actual or alleged wrongful failure to employ, discrimination, harassment or violation of such Third Party's civil rights in relation to such wrongful failure to employ, discrimination or harassment, whether direct, indirect, or unintentional, committed by an Individual Insured in his/her capacity as an Individual Insured or by the Organization. Section II. DEFINITIONS is amended to include the following: Social Media Network shall mean a web-based service that allows an individual to: PI-NPD-82 (11/24) PI-NPD-82 (11/24) Page 4 of 19 © 2024 Philadelphia Consolidated Holding Corp. 1. construct a public or semi-public profile within a system; or 2. articulate a list of other users with whom they share a connection; or 3. view and traverse their list of connections and those made by others within the network. However, Employment Practices Act does not include a D&O Wrongful Act,Fiduciary Liability Act, or Internet Liability Act. B. AMENDMENT OF THE DEFINITION OF THIRD PARTY Section II. DEFINITIONS, Item B. Third Party is deleted in its entirety and replaced by the following: Third Party means any natural person who is not an Individual Insured. C. RETALIATORY TREATMENT CARVEBACK FOR LABOR DISPUTES Section III. EXCLUSIONS, Item C. is deleted in its entirety and replaced by the following: C. arising out of, based upon or attributable to a lockout, strike, picket line, replacement or other similar action resulting from labor disputes, labor negotiations, or collective bargaining agreements; however, this exclusion shall not apply to any Claim for retaliatory treatment against any Individual Insured who is participating in the above labor actions; III. FIDUCIARY LIABILITY COVERAGE ENHANCEMENTS The following amends the coverage provided by your Policy under Part 3 Fiduciary Liability Insurance. This section only applies if a limit of liability is scheduled on the declarations page for Part 3, Fiduciary Liability. Part 3 Fiduciary Liability Insurance is amended as follows: A. BROADENED FIDUCIARY LIABILITY INSURING AGREEMENT Section I. INSURING AGREEMENTS, is deleted in its entirety and replaced with the following: A. The Underwriter will pay on behalf of the Insured,Loss from Claims made against the Insured during the Policy Period (or, if applicable, during the Extension Period), and reported to the Underwriter pursuant to the terms of this Policy, for a Fiduciary Liability Act. This coverage will not apply to any Claims arising out of any alleged violation of Title II of the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and amendments to such law or regulations promulgated under such law concerning privacy of health information or arising out of Managed Care liability. The Underwriter will pay on behalf of the Insured, in an amount not to exceed $250,000, any Voluntary Compliance Fee incurred with respect to a Voluntary Compliance Notice. Such amount shall be subject tothe Retention stated in Item 4.(C) of the DeclarationsPage and shall be part of and not in addition to the Limit of Liability stated in Item 3.(C) of the Declarations Page. This Insuring Agreement shall not apply to any Voluntary Compliance Fee incurred with respect to any Insured’s participation in any Voluntary Compliance Program initiated prior to the inception of this Policy. B. The Underwriter will pay on behalf of the Insured,Loss from Claims made against the Insured during the Policy Period (or, if applicable, the Extended Reporting Period), for a PI-NPD-82 (11/24) PI-NPD-82 (11/24) Page 5 of 19 © 2024 Philadelphia Consolidated Holding Corp. Fiduciary Liability Act arising from any alleged violation of Title II of the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and amendments to such law or regulations promulgated under such law concerning privacy of health information. Coverage under this paragraph is subject to a sublimit of liability of $250,000. Said sublimit will be part of and not in addition to the Limit of Liability stated in Item 3.(C) of the Declarations Page. C. The Underwriter will pay on behalf of the Insured,Defense Costs from Claims made against the Insured during the Policy Period (or, if applicable, the Extended Reporting Period) for a Fiduciary Liability Act in connection with Managed Care liability solely in regards to any Managed Care plans sponsored solely by the Organization and Insured and administered by an outside insurance carrier. Coverage under this paragraph is subject to a sublimit of liability of $250,000. Said sublimit will be part of and not in addition to the Limit of Liability stated in Item 3.(C) of the Declarations Page. For the purposes of this coverage, Managed Care will mean any plan providing comprehensive medical care to plan members on the basis of a prepaid contract and which by virtue thereof limits the choices of medical care and service providers available to plan members. B. AMENDMENT OF THE DEFINITION OF BENEFIT PLAN Section II. DEFINITIONS, Item B. is deleted in its entirety and is replaced by the following: B.Benefit Plan means: 1. any Welfare Benefit Plan which was, is now or becomes sponsored by the Organization solely for the benefit of the Individual Insureds of the Organization; 2. any Pension Benefit Plan which was, on or prior to the effective date of this Policy, sponsored by the Organization solely for the benefit of the Individual Insureds of the Organization, provided that coverage was available withrespect to such Pension Benefit Plan under any Policy of which this Policy is a renewal or replacement and such Pension Benefit Plan has been reported in writing to the Underwriter as part of the Application; 3. any Pension Benefit Plan created or acquired (through merger, consolidation or otherwise) during the Policy Period by the Insured solely for the benefit of the Individual Insureds of the Organization, and 4. any government-mandated benefit program for workers compensation, unemployment, social security or disability benefits for Individual Insureds of the Organization. Coverage for Benefit Plans which are sold, terminated or spun-off during or prior to the Policy Period shall apply only with respect to any Fiduciary Liability Act occurring prior to the date of such sale or spin-off, or in the case of termination, prior to the final date of asset distribution of such Benefit Plan. However, Benefit Plan does not include any multi-employer plan or any employee stock ownership plan unless said plan is added by specific written endorsement to this Policy. C. VOLUNTARY COMPLIANCE FEE COVERAGE Part 6 Common Policy Definitions, Item D.Defense Cost is amended by the addition of the following: 3. Voluntary Compliance Fee. Part 6 Common Policy Definitions is amended by the addition of the following: PI-NPD-82 (11/24) PI-NPD-82 (11/24) Page 6 of 19 © 2024 Philadelphia Consolidated Holding Corp. Voluntary Compliance Fee means any costs of corrections, fees, penalties or sanctions imposed by law under a Voluntary Compliance Program that any Insured becomes legally obligated to pay as a result of a Fiduciary Wrongful Act, but shall not include any other costs, charges, expenses, fees, penalties, sanctions, assessments, damages, taxes or matters that may be deemed to be uninsurable under the law pursuant to which this Policy shall be construed. Voluntary Compliance Notice means any written notice given to the Underwriter indicating an Insured’s intent to participate in a Voluntary Compliance Program during the Policy Period. Voluntary Compliance Program means any voluntary compliance resolution program or similar voluntary settlement program administered by the Internal Revenue Service or Department of Labor of the United States, including, but not limited to, the Employee Plans Compliance Resolution System, the Self Correction Program, the Audit Closing Agreement Plan, the Delinquent Filer Voluntary Compliance program and the Voluntary Fiduciary Correction program. D. AMENDMENT OF THE DEFINITION OF FIDUCIARY LIABILITY INSURANCE TO INCLUDE STATUS PROVISION AND SETTLOR EXTENSION Section II. DEFINITIONS, Item C. Fiduciary Liability Act is deleted in its entirety and replaced by the following: C.Fiduciary Liability Act means any actual or alleged: 1. Breach by an Insured of the responsibilities, obligations or duties imposed upon fiduciaries of any Benefit Plan by ERISA or any matter claimed against any Individual Insured solely by reason of his or her status as an Individual Insured; or 2. Negligent act, error or omission by an Insured solely in the Administration of any Benefit Plans; or 3. Any actual or alleged act, error or omission by an Insured in a settlor capacity as respects a Benefit Plan. However, Fiduciary Liability Act does not include a D&O Wrongful Act, Employment Practice Act or an Internet Liability Act. E. BENEFITS DUE EXCLUSION Section III. EXCLUSIONS Item B. is deleted in its entirety and replaced with the following: B. to the extent such Loss constitutes benefits due or to become due under a Benefit Plan or benefits which would be due under a Benefit Plan if its terms complied with all applicable law; however, this exclusion shall not apply to Defense Costs or to coverage for settlement and judgment costs for investment loss; F. DELETION OF FAILURE TO MAINTAIN INSURANCE EXCLUSION Section III. EXCLUSIONS, Item C. is deleted in its entirety. IV. AMENDMENT OF DEFINITIONS Part 6 Common Policy Definitions, is amended as follows: A. AMENDED DEFINITION OF APPLICATION PI-NPD-82 (11/24) PI-NPD-82 (11/24) Page 7 of 19 © 2024 Philadelphia Consolidated Holding Corp. Item A. is deleted in its entirety and replaced by the following: A.Application means any portion of an application given to the Underwriter for this Policy, including any attachments, written information or materials provided to the Underwriter by, or on behalf of, an Insured during the negotiation of this Policy or for the purposes of the Underwriter’s underwriting of this Policyand any representation provided to the Underwriter in the Application(s) within the past 12 months of the effective date of this Policyfor which this Policyis a direct or indirect renewal or replacement, all of which will be deemed a part of this Policy as if physically attached hereto. B. DEFINITION OF CLAIM BROADENED Item B. is deleted in its entirety and replaced by the following: B.Claim means for the purposes of Parts 1, 2, 3 and 5: 1. any written demand for monetary or non-monetary relief (including injunctive); or 2. any civil proceeding, including any appeals therefrom, commenced by the filing, notice or service of complaint, pleading, summons or similar document; or 3. any criminal proceeding, including any appeals therefrom, commenced by the return of an indictment or the filing of notice of charges or similar document; or 4. any formal administrative, judicial, regulatory or tribunal proceeding, including any proceeding before the Equal Employment Opportunity Commission or any similar governmental agency, commenced by the filing of notice of charges, formal investigative order, service of summons, subpoena or similar document; or 5. any arbitration, mediation or similar alternative dispute resolution proceeding commenced by receipt of a demand for such proceeding; or 6. solely with respect to Part 3 (Fiduciary Liability Insurance), a written notice of commencement of an investigation by the Department of Labor or the Pension Benefit Guaranty Corporation; Against an Insured for a Wrongful Act, including any appeal therefrom; or 7. any written request to toll or waive any statute of limitations applicable to any actual or potential suit or cause of action against an Insured; or 8. an official request for Extradition; or 9. solely when used in reference to the coverage provided by Part 1 Not-for-Profit Organization Directors & Officers Liability Insurance, Section I, any service of a subpoena, search warrant, target letter, or similar written request upon an Individual Insured compelling witness testimony or document production in connection with the matters described in Paragraphs B.1. through B.8. above or with any equivalent action against an Organization or Outside Entity, in which case, the Underwriter will pay the Defense Costs incurred solely by such Individual Insured in responding to such subpoena or written request. However, Claim shall not include a labor or grievance proceeding pursuant to a collective bargaining agreement. PI-NPD-82 (11/24) PI-NPD-82 (11/24) Page 8 of 19 © 2024 Philadelphia Consolidated Holding Corp. For B.8. above, the following is added to Part 1, Not-for-Profit Organization Directors & Officers Liability Insurance II. Definitions: Extradition means any formal process by which an Individual Insured located in any country is surrendered to any other country for trial or otherwise to answer any criminal accusation, or the execution of a warrant for the arrest of an Individual Insured where such execution is an element of Extradition. A Claim shall be considered made when an Insured first receives notice of the Claim C. AMENDED DEFINITION OF DAMAGES Solely with respect to Parts 1, 2, 3 and 5, Item C. is deleted in its entirety and replaced by the following: C.Damages means a monetary judgment, award or settlement, including punitive and exemplary damages or multiple portion thereof,(including pre and post judgmentinterest thereon) to the extent such punitive and exemplary damages or multiple portion thereof, are insurable under applicable law of any jurisdiction which has a substantial relationship to the Insured or to the Claim seeking such damage, and which is most favorable to the insurability of such damage. Damages shall also include the portion of any settlement or judgment that represents plaintiff attorney fees. D. DEFINITION OF DEFENSE COST BROADENED TO INCLUDE E-DISCOVERY COSTS, EXPERT FEES AND PRE AND POST JUDGEMENT INTEREST Part 6, Common Policy Definitions, Item D. is deleted in its entirety and replaced with the following: D.Defense Costs means: 1. Any reasonable legal fees and expenses, including expert fees, incurred in the defense of a Claim (Including E-Discovery Specialist Services), whether by the Insured or directly by the Underwriter, in the investigation, adjustment, defense and appeal of a Claim, except that Defense Costs shall not include: a. Any amounts incurred in defense of any Claim for which any other insurer has a duty to defend, regardless of whether or not such other insurer undertakes such duty; or b. salaries, wages, overhead or benefit expenses associated with any Insured except as specified in subparagraph 2. below; or c. salaries, wages, overhead or benefit expenses associated with employees of the Underwriter. 2. A $500 per day per Individual Insured supplemental payment for the attendance at the request or with the consent of the Underwriter by such Individual Insured at hearings, trials or depositions. Such payment shall not exceed $15,000 in the aggregate for all Individual Insureds in each Claim. For D.1. above, the following is added to Part 6, Common Policy Definitions: E-Discovery shall mean the review, development, collection, cataloging and/or production of electronically stored information in connection with the defense of a Claim. E-Discovery Specialist Services shall mean only the following services performed by an PI-NPD-82 (11/24) PI-NPD-82 (11/24) Page 9 of 19 © 2024 Philadelphia Consolidated Holding Corp. E-Specialist Firm: a. assisting the Insured with managing and minimizing the internal and external costs associated with E-Discovery; b. assisting the Insured in developing or formulating an E-Discovery strategy which shall include interviewing qualified and cost-effective E-Discovery vendors; c. serving as project manager, advisor and/or consultant to the Insured, defense counsel and the Underwriter in executing and monitoring the E-Discovery strategy; and d. such other services provided by the E-Specialist Firm that the Insured,Underwriter, and E-Specialist Firm agree are reasonable given the circumstances of the Claim. E-Specialist Firm means any e-discovery consultant firm approved by the Underwriter. Defense Cost will also mean any pre-judgment interest and post-judgment interest on the portion of any judgment for which the Underwriter is liable under this Policy, until the Underwriter has tendered or deposited in court or otherwise, such judgment amount for which the Underwriter is liable. E. DEFINITION OF INDIVIDUAL INSURED BROADENED Item F. is deleted in its entirety and replaced with the following: F.Individual Insured means: 1. any individual who has been, now is or will become a director, officer, governor, trustee, equivalent executive, employee (whether salaried or not), volunteer, intern, management committee member, risk manager, in-house general counsel, board observer, de facto director, member of the Board of Managers of the Organization (including foreign equivalents), or, solely with respect to Part 3 (Fiduciary Liability Insurance), a director, officer, governor, trustee or employee (whether salaried or not) of any Benefit Plan. Solely in regard to Parts 1 and 3, Individual Insured includes member of an Advisory Board; any past employee, director, officer, governor, trustee, volunteer, management committee member, risk manager, in-house counsel, member of the Board of Managers of the Organization retained as a fiduciary or plan consultant to the Benefit Plan; provided that for the purpose of determining the Organization’s indemnification obligation to any such consultants, each consultant shall be deemed a director or officer of the Organization. Accordingly, the Organization shall be deemed to have granted indemnification to each consultant to the fullest extent permitted by statutory or common law to the same extent as any director or officer of the Organization; 2. the lawful spouse or Domestic Partner of a director, officer, governor, trustee, or equivalent executive of the Organization, but only for actual or alleged Wrongful Acts of such person for which such spouse or Domestic Partner may be liable as the spouse or Domestic Partner of such person. Domestic Partner means any person who qualifies as a domestic partner under the provisions of any federal, state or local statute or regulation, or under the terms and provisions of any employee benefit or other program established by the Organization; provided that no coverage is afforded by this section shall apply with respect to any Loss arising from an act, error or omission by an Insured Individual’s spouse or Domestic Partner; PI-NPD-82 (11/24) PI-NPD-82 (11/24) Page 10 of 19 © 2024 Philadelphia Consolidated Holding Corp. 3. the estate, heirs, legal representatives or assigns of a deceased director or officer, or the legal representatives or assigns of such a person who is incompetent, but only for Wrongful Acts of the person described in Item F. 1. above which, in the absence of such death or incompetence, would have been covered by this Policy; 4. with respect to an Organization chartered outside the United States of America, any individual who has been, now is or shall become a person serving in a position with such Organization that is equivalent to any position described in Item F. 1. above; and 5. with respect to Claims brought under Part 2 Employment Practices Liability Insurance, Individual Insured will also mean any past, present or future full-time, part-time, seasonal, leased or temporary worker, volunteer, intern or applicant for employment of the Organization. Individual Insured will also mean any independent contractor working on behalf of the Organization. Such individual shall be deemed an Individual Insured only if and to the extent that the Organization provides indemnification to such individual for services rendered as if they were rendered by an actual Individual Insured of the Organization and provided further that such individual(s) have been identified by the Organization to the Underwriter. This Policy does not cover any Loss which any Insured is obligated to pay an independent contractor for overtime pay, vacation pay, employee benefit, or any compensation for services rendered. F. AMENDED DEFINITION OF LOSS Item I. is deleted in its entirety and replaced by the following: I.Loss means: 1.Damages; 2.Defense Costs; but Loss does not include: 1. fines or penalties imposed by law except: 1. fines and penalties assessed against an Insured pursuant to 15 U.S.C. 78dd- 2(g)(2)(B) (the Foreign Corrupt Practices Act), the UK Bribery Act or any similar law; provided that such violation is neither intentional or willful and such fines and penalties are insurable under the law of jurisdiction in which such fines or penalties are assessed; 2. solely with respect to Part 1 Not-for-Profit Organization Directors & Officers Liability Insurance, fines and penalties resulting from a Claim seeking coverage for i. alleged violations of the Emergency Medical Treatment and Active Labor Act (EMTALA), 42 U.S.C. 1396dd, et seq., and any other similar state or local statute, or; ii. an Excess Benefit Transaction Excise Tax, subject to the following provisions: i. Coverage will exist if and only to the extent that indemnification PI-NPD-82 (11/24) PI-NPD-82 (11/24) Page 11 of 19 © 2024 Philadelphia Consolidated Holding Corp. is provided by the Organization to any Insured for any Excess Benefit Transaction Excise Tax. ii. The Underwriter will not be liable to make payment for any Loss or Defense Cost in connection with any Claim for any excise tax imposed by the Internal Revenue Service on any Disqualified Person for any Excess Benefit Transaction. iii.Excess Benefit Transaction means an “excess benefit transaction” as defined in the Taxpayer Bill of Rights 2, P.L. 104- 168. iv.Excess Benefit Transaction Excise Tax means any excise tax imposed by the Internal Revenue Service on an Individual Insured as a result of the Individual Insured’s participation in an Excess Benefit Transaction. iii. The Underwriter’s maximum aggregate limit of liability for all such fines and penalties under this section on account of all Claims first made during the Policy Period shall be $100,000, which amount is part of, and not in addition to, the Maximum Aggregate Limit of Liability set forth in Item 3(F) of the Declarations Page. 3. And solely with respect to Part 3 (Fiduciary Liability Insurance), Loss includes: i. fines or penalties imposed under Section 502 (i) and (l) of ERISA; ii. civil money penalties imposed upon an Insured for such Insured’s violation of the privacy provisions of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), as amended; iii. civil fines and penalties imposed upon an Insured for violations of the Pension Protection Act of 2006 (“PPA “); iv. civil fines and penalties imposed upon an Insured as a fiduciary under Section 502(c) of ERISA, as amended (including, any amendments pursuant to Section 507 of Title V of the Pension Protection Act of 2006); v. civil fines and penalties imposed upon an Insured for violation of the Patient Protection and Affordable Care Act (“PPACA”) and the Health and Education Reconciliation Act of 2010, as amended, and any rules or regulations promulgated thereunder; vi. with respect to covered judgments, the fifteen percent (15%) or less tax penalty imposed upon an Insured under Section 4975 of the Internal Revenue Code of 1986; vii. any penalties or other awards imposed by the Pension Ombudsman of England or Occupational Pensions Regulatory Authority of England pursuant to the English Pension Scheme Act 1933, the English Pensions Act 1995, the UK Pensions Act 2004, as amended, and any rules and regulations promulgated thereunder, provided always that no part of the premium for this Policy attributable to this exception has been funded, paid or reimbursed from the funds or assets of any pension scheme insured under this Policy. PI-NPD-82 (11/24) PI-NPD-82 (11/24) Page 12 of 19 © 2024 Philadelphia Consolidated Holding Corp. viii. Provided that with regards to the above Items 3.i. through 3.vii., the Underwriter’s maximum aggregate limit of liability for all such fines and penalties on account of all Claims first made during the Policy Period shall be $250,000, which amount is part of, and not in addition to, the Maximum Aggregate Limit of Liability set forth in Item 3(C) of the Declarations. Solely with respect to the fines and penalties described in above items 3.i. through 3.vii., no Retention shall apply. 4. taxes; or 5. matters deemed uninsurable under the law to which this Policy will be construed; or 6. any amounts other than Defense Costs, which an Insured is obligated to pay as a result of a Claim seeking relief or redress in any form other than monetary damages; or 7. any costs other than Defense Costs associated with any accommodation required pursuant to the American with Disabilities Act and the rules or regulations promulgated thereunder, amendments thereto, or similar provisions of any federal, state or local law or common law. G. DEFINITION OF ORGANIZATION BROADENED TO INCLUDE DEBTOR IN POSSESSION Item J. Organization will also mean: 4. any entity or person as a debtor in possession within the meaning of the United States Bankruptcy Code or similar legal status under foreign law. H. DEFINITION OF POLICY PERIOD BROADENED Item L. is deleted in its entirety and replaced by the following: L.Policy Period means the period of time specified in Item 2. of the Declarations. If the calendar date upon which this Policy is scheduled to expire is a Weekend or National Holiday then this Policy’s expiration date is automatically extended to the next day immediately following the Weekend or National Holiday. Weekend shall mean the calendar days of Saturday and Sunday. National Holiday shall mean the calendar days designated as such by the United States Federal Government per U.S. Federal law (5 U.S.C. 6103). I. AMENDED DEFINITION OF SUBSIDIARY Item M. is deleted in its entirety and replaced by the following: M.Subsidiary means : 1. any Not-For-Profit Subsidiary while the Parent Organization, directly or indirectly through one or more Subsidiaries: 1. owns or controls more than fifty percent (50%) of the outstanding securities or voting rights representing the present right; or PI-NPD-82 (11/24) PI-NPD-82 (11/24) Page 13 of 19 © 2024 Philadelphia Consolidated Holding Corp. 2. has the right, pursuant to either written contract or the by-laws, charter, operating agreement or similar documents of the entity, to elect, appoint or exercise a majority control over such entity’s directors, trustees, manager, or member of the Board of Managers, or the functional or foreign equivalent positions of such entity; or 2. any Not-For-Profit Subsidiary while the Parent Organization, directly or indirectly through one or more Subsidiaries: 1. owns or controls exactly fifty percent (50%) of the outstanding securities or voting rights representing the present right to elect, appoint, or exercise a majority control over such entity’s directors, trustees, manager, member of the Board of Managers, or the functional or foreign equivalent positions of such entity; and 2. has the right, pursuant to either written contract or the by-laws, charter, operating agreement or similar documents of the entity to solely control the management and operation of such entity; or 3. any entity that does not meet the definition of Not-For-Profit Subsidiary, including for- profit entities, or the director, officers, or trustees of such entity(ies) for which, the Underwriter at its sole discretion, agrees by written endorsement to provide coverage upon such terms or additional premium charged. Further, coverage as shall be afforded by paragraph 3 above is conditioned upon the Parent Organization paying, when due, any applicable additional premium required by the Underwriter relating to such new Subsidiary. An entity ceases to be a Subsidiary when it no longer meets the definition of Subsidiary specified in 1, 2 or 3 above. Coverage for Claims made against any Subsidiary, or the Individual Insureds of any Subsidiary shall only apply to Wrongful Acts of such Subsidiary or the Individual Insureds of such Subsidiary occurring after the effective time that such Subsidiary became a Subsidiary. If before or during the Policy Period an entity ceases to be a Subsidiary, then coverage for such Subsidiary shall remain in force, but only for Claims made during the Policy Period for Wrongful Acts occurring prior to the time that such Subsidiary ceased to be a Subsidiary. Not-For-Profit Subsidiary means any not-for-profit entity, community chest, fund or foundation that is exempt from federal income tax as an entity described in Section 501(c)(3), 501(c)(4), 501(c)(7) or 501(c)(10) of the Internal Revenue Code of 1986, as amended, or any other entity organized for religious or charitable purpose under any non-profit organization act or statute. However, Not-For-Profit Subsidiary does not include any chapter of the Parent Organization unless added by endorsement. V. AMENDMENT OF EXCLUSIONS Part 7 Common Policy Exclusions is amended as follows: A. AMENDMENTS TO EXCLUSIONS A AND B Item A. is deleted in its entirety and replaced with the following: A. arising out of, based upon or attributable to such Insured gaining any personal profit, remuneration oradvantage to which they were not legally entitled; however, this exclusion shall only apply if a final and non-appealable judgment or adjudication in the underlying action establishes the Insured committed such act or omission; PI-NPD-82 (11/24) PI-NPD-82 (11/24) Page 14 of 19 © 2024 Philadelphia Consolidated Holding Corp. Item B. is deleted in its entirety and replaced with the following: B. arising out of, based upon or attributable to any deliberatelydishonest or fraudulent act or omission or any criminal act or omission by such Insured; however, this exclusion shall only apply if a final and non-appealable judgment or adjudication in the underlying action establishes the Insured committed such act or omission; This exclusion shall not apply to a Workplace Violence Act under Part 4 (Workplace Violence Insurance); B. SIDE-A POLLUTION CARVEBACK Item C. will not apply to Claims with respect to coverage provided under Part 1 Not-for-Profit Organization Directors & Officers Liability Insurance, Section I. INSURING AGREEMENTS, Item A. C. DELETION OF EXCLUSIONS D, G AND H Items D., G., and H. are deleted in their entirety. D. AMENDMENT OF EXCLUSION F Item F. is deleted in its entirety and replaced by the following: F. arising out of, based upon or attributable to: a. any litigation or written demand against an Insured pending on or before the respective Prior and Pending Date set forth in Item 5. of the Declarations, or the same facts as alleged in such prior litigation; or b. any Wrongful Act, fact, circumstance or situation which has been the subject of any written notice given and accepted under any other Directors and Officers Liability Policy, Employment Practices Liability Policy, Fiduciary Liability Policy, Workplace Violence Policy or Internet Liability Policy in which this Policy is a renewal or replacement. E. AMENDMENT OF EXCLUSION I Item I. is amended to include the following: Solely for Claims brought under Part 1 Not-for-Profit Organization Directors & Officers Liability Insurance, this exclusion shall not apply to defense costs incurred by an Individual Insured for violation(s) of the United Kingdom Corporate Manslaughter and Corporate Homicide Act of 2007. F. AMENDMENT OF EXCLUSION J Item J. is deleted in its entirety and replaced by the following: J. brought or maintained by, at the behest, or on behalf of the Organization except a derivative action Claim by any person who is not a past or present director, officer, governor, trustee, equivalent executive, management committee member, or member of the Board of Managers of the Organization and who brings or maintains the Claim without the solicitation, assistance or participation of such persons; provided, however that this exclusion shall not apply to a Claim brought or maintained by or on behalf of a bankruptcy or insolvency receiver, trustee, examiner, conservator, liquidator or rehabilitator, creditor committee, foreign jurisdiction, debtor-in-possession for the Organization or any assignee of such receiver, trustee, examiner, conservator, liquidator or rehabilitator; PI-NPD-82 (11/24) PI-NPD-82 (11/24) Page 15 of 19 © 2024 Philadelphia Consolidated Holding Corp. Item J. will not apply to any Claim broughtby a creditor committee, foreign jurisdiction or debtor in possession or as a derivative action, or similar action, on behalf of the Organization, provided the Claim is brought without the assistance of any current or former director, officer, governor, trustee or equivalent executive of the Organization who has served in such capacity within one (1) year immediately preceding the date the Claim is first made. VI. AMENDMENT OF CONDITIONS Part 8 Common Policy Conditions is amended as follows: A. AGGREGATE RETENTION Section II. RETENTION CLAUSE is deleted in its entirety and replaced with the following: A. The Underwriter shall only be liable for that portion of Loss arising from each Claim or Workplace Violence Act which is in excess ofthe respective Retention stated in Item 4. of the Declarations Page. Such Retention shall be borne by the Insured, uninsured and at their own risk, provided no Retention shall apply to Loss incurred by Individual Insureds for which the Organization is not permitted or required to indemnify the Individual Insured or is financially unable to do so. A single Retention shall apply to Loss arising from all Claims alleging Interrelated Wrongful Acts and all related Workplace Violence Acts. During the Policy Period an “Aggregate Retention” will apply for each coverage Part. The “Aggregate Retention” will be triple (3 times) the amount of the Retention(s) stated in Item 4. of the Declarations Page. B. MODIFICATION OF CONSENT TO SETTLE Section III. DEFENSE AND SETTLEMENT, Item G. is deleted in its entirety and replaced bythe following: G. If with respect to any Claim the Insured refuses to consent to the first settlement acceptable to the claimant which the Underwriter recommends to the Insured in writing, and elects to further contest the Claim,then the Underwriter’s liability for such Claim shall not exceed the amount for which the Claim could have been settled, including Defense Cost incurred, up to the date of such refusal, plus ninety percent (90%) of covered Loss in excess of such first settlement amount, it being a condition of this insurance that the remaining ten percent (10%) of such Loss in excess of the first settlement amount shall be borne by the Insured at their own risk and be uninsured. Notwithstanding the foregoing, this paragraph shall not apply until the settlement amount exceeds the Retention amount stated in Item 4 of the Declarations Page. In addition, if the Underwriter recommends a first settlement of a Claim within the Policy’s applicable Limit of Liability which is acceptable to the claimant, and the Insured consents to such settlement, then the Insured’s applicable Retention for such Claim shall be retroactively reduced by the lesser of fiftypercent (50%) or $25,000. It shall be a condition to such reduction that the Insured must consent to the first settlement amount within thirty (30) days after the date the Underwriter recommends to the Insured such first settlement amount, or in the case of a first settlement amount which arises from a first settlement offer by the claimant, then within the time permitted by the claimant to accept such first settlement offer, but in all events no later than thirty (30) days after the Underwriter recommends to the Insured such first settlement offer. If the Insured does not consent to the first settlement within the time prescribed above, the applicable Retention amount shall remain the respective amount stated in Item 4. of the Declarations Page, even if consent is given to a subsequent settlement. PI-NPD-82 (11/24) PI-NPD-82 (11/24) Page 16 of 19 © 2024 Philadelphia Consolidated Holding Corp. C. MODIFICATIONS TO NOTICE/CLAIM REPORTING PROVISIONS Section IV. NOTICE/CLAIM REPORTING PROVISIONS, paragraphs A. and B. are deleted in their entirety and replaced by the following: A. In the event that a Claim is made against the Insured or a Workplace Violence Act occurs, the Insured shall, as a condition precedent to the obligations of the Underwriter under this Policy, give written notice of such Claim or Workplace Violence Act to the Underwriter as soon as practicable after the Chief Executive Officer, Executive Director, Chief Financial Officer, Chief Operating Officer, General Counsel, Risk Manager, Human Resources Manager or any person in an equivalent position first becomes aware of such Claim , but, not later than 90 days after the expiration date of this Policy, Extension Period, or Run-Off Policy, if applicable. B. If during this Policy Period the Chief Executive Officer, Executive Director, Chief Financial Officer, Chief Operating Officer, General Counsel, Risk Manager, Human Resources Manager or any person in an equivalent position first becomes aware of any circumstances which may subsequently give rise to a Claim being made against any Insured for a specific alleged Wrongful Act, and as soon as practicable thereafter, but before the expiration or cancellation of this Policy, gives written notice to the Underwriter of the circumstances and the reasons for anticipating such a Claim, with full particulars as to the Wrongful Act, dates and persons involved, then any Claim which is subsequently made against the Insured arising out of such Wrongful Act will be considered made during this Policy Period. With respect to Paragraphs A. and B. above, the following coverage extension shall apply: In the event that the insured incurs any Pre-Claim Expenses prior to reporting of a Claim pursuant to A. above or circumstance pursuant to B. above, such Pre-Claim Expenses shall qualify as Loss, but solely for the purpose of exhaustion of the applicable Retention, in an aggregate amount not to exceed the lesser of fifty percent (50%) or $25,000 of the applicable Retention. Once the specified limit or applicable retention limit stated above has been exhausted, any Pre-Claim Expenses shall no longer qualify as covered Loss. Coverage provided herein shall not be deemed to waive the Underwriter’s rights hereunder or limit the Insured’s right to receive coverage for Loss incurred following the reporting pursuant to A. or B. above. For the purposes of this endorsement, Pre-Claim Expenses shall mean reasonable costs, charges, fees (including attorneys’ fees and experts’ fees) and expenses (other than regular or overtime wages, salaries, fees or benefits of Individual Insureds) incurred in investigating, defending, opposing or appealing any Claim pursuant to A. above, or any notice of circumstance pursuant to B. above, but only if a Claim subsequently arises from such circumstance. D. AMENDMENT OF SEVERABILITY Section VI. REPRESENTATIONS AND SEVERABILITY is deleted in its entirety and replaced by the following: A. In granting coverage to any Insured under this Policy, the Underwriter has relied upon the declarations and statements in the written Application(s)for this Policy. Such declarations and statements are the basis of the coverage under this Policy and shall be considered as incorporated in and constituting part of this Policy. PI-NPD-82 (11/24) PI-NPD-82 (11/24) Page 17 of 19 © 2024 Philadelphia Consolidated Holding Corp. B. Any written Application(s)shall be construed as a separate Application(s)for coverage by each Insured. With respect to the declarations and statements in such Application(s): a. No fact pertaining to, or knowledge possessed by any Individual Insured shall be imputed to any other Individual Insured for the purpose of determining if coverage is available; and b. only facts pertaining to, and knowledge possessed by the President, Executive Director, Chief Financial Officer, General Counsel or Chairperson of any part of the Organization or any other individual signing such Application(s)shall be imputed to the Organization for the purpose of determining if coverage is available. C. In determining whether any of the exclusions apply in the following sections, it is agreed that the Wrongful Act of any Individual Insured shall not be imputed to any other Individual Insured: a. Part 1, Section III. Exclusions b. Part 2, Section III. Exclusions c. Part 3, Section III. Exclusions d. Part 4, Section III. Exclusions e. Part 5, Section III. Exclusions f. Part 7, Common Policy Exclusions E. AMENDED SUBROGATION PROVISION Section VII. SUBROGATION is amended by the addition of the following: However, the Underwriter shall not exercise its rights of subrogation against an Individual Insured under this Policy unless a final and non-appealable judgment or adjudication in the underlying action establishes that an Individual Insured has: 1. gained any personal profit, remuneration or advantage to which they were not legally entitled; or 2. committed any deliberate dishonest or fraudulent act or omission or any criminal act or omission. F. AUTOMATIC UNLIMITED REPORTING PERIOD FOR FORMER DIRECTORS & OFFICERS Section VIII. EXTENSION PERIOD is amended by the addition of the following: If the Parent Organization cancels or does not renew this Policy for a reason other than being sold,acquired or bankrupt, any former director, officer, governor, trustee, or equivalent executive of the Parent Organization who was not serving in the capacity as a director, officer, governor, trustee, or equivalent executive of the Parent Organization at the time of the cancellation or non- renewal shall be provided an “Unlimited Extension Period” to report any Claim which may be first made against such former director, officer, governor, trustee, or equivalent executive after the date of such cancellation or non-renewal, but only with respect to any Wrongful Act committed before the date of such cancellation or non-renewal. PI-NPD-82 (11/24) PI-NPD-82 (11/24) Page 18 of 19 © 2024 Philadelphia Consolidated Holding Corp. However, this “Unlimited Extension Period” shall only be afforded if no other Directors and Officers Liability Policy, or Policy providing essentially the same type of coverage, or Extension Period other than B. above, is in effect at the time the Claim is made. G. BROADENED OTHER INSURANCE CLAUSE Section XII. OTHER INSURANCE is deleted in its entirety and replaced with the following: If the Insured has any other insurance for Claims covered under Part 1 Not-For-Profit Organization Directors & Officers Liability Insurance and Part 3 Fiduciary Liability Insurance, the insurance provided by this Policy shall be excess over such other valid and collectible insurance, regardless of whether such other insurance is designated as primary or excess. Notwithstanding the above and solely with respect to coverage provided under Part 1 Not-For-Profit Organization Directors and Officers Liability Insurance, if Loss is covered under this Policy and is also covered under any personal umbrella excess liability insurance or personal director liability insurance purchased by or on behalf of an Individual Insured, coverage under this Policy shall apply as primary insurance for such Loss. In event of a Claim against the Insured arising out of serving in his/her capacity as a director, officer, governor or trustee of an Outside Entity, coverage as is afforded by this Policy shall be specifically excess of indemnification provided by such Outside Entity and any insurance provided to such Outside Entity. With respect to coverage afforded under Part 2 Employment Practices Liability Insurance,Claims arising out of an Employment Practices Act shall be primary. However, in the event of a Claim against the Insured arising out of an Employment Practices Act against or committed by a leased employee, temporary employee, independent contractor, or Third Party,coverage as is afforded by this Policy shall be specifically excess of other valid and collectible insurance, regardless of whether such other insurance is designated as primary or excess. H. 100% ALLOCATION OF DEFENSE COSTS UPON TENDER OF DEFENSE Section XIX. ALLOCATION is deleted in its entirety and replaced with the following: In the event that the Insured tenders the defense of a Claim to the Underwriter and both Loss covered by this Policy and Loss not covered by this Policy are incurred either because a Claim includes both covered and uncovered matters, or because a Claim is made against both the Individual Insured and/or the Organization,and others,then coverage shall apply as follows: (1)Defense Costs: one hundred percent (100%) of reasonable and necessary Defense Costs incurred by such Insured from such Claim will be considered covered Loss; and (2)Loss other than Defense Costs: all remaining Loss incurred by such Insured from such Claim will be allocated between covered Loss and uncovered Loss based upon the relative legal exposures of the parties to such matters. This provision shall not apply to any Claim for violation of the Fair Labor Standards Act (FLSA) or any similar federal, state, local or foreign statutory law or common law or regulation governing or related to wage and hour practices, including but not limited to, (i) any unfair business practicesalleged because of the failure or inability of any Insured(s)to reimburse employees for any business or personal expenses, or pay Earned Wages, or (ii) seeking Earned Wages because any employees status was misclassified or mislabeled, or (iii) any dispute involving the distribution or pooling of tip monies. PI-NPD-82 (11/24) PI-NPD-82 (11/24) Page 19 of 19 © 2024 Philadelphia Consolidated Holding Corp. Earned Wages means wage compensation or overtime pay for services rendered. I. STATE AMENDATORY LIBERALIZATION In consideration of the premium charged, it is hereby understood and agreed that in the event that there is an inconsistency between a state amendatory attached to this Policy and any term or condition of this Policy, then it is understood and agreed that, where and to the extent permitted by law, the Underwriter shall apply those terms and conditions of either the amendatory or the Policy which are more favorable to the Insured. All other terms of the Policy remain unchanged. PI-NPD-137 (01/20) PPII--NNPPDD--113377 ((0011//2200)) PPaaggee 11 ooff 11 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BIOMETRIC INFORMATION CLAIM EXCLUSION This endorsement modifies insurance provided under the following: FLEXI PLUS FIVE This endorsement modifies Part 1 and Part 2 of your Policy. I. The following DEFINITIONS are added to Part 1,II. DEFINITIONS and Part 2, II. DEFINITIONS as follows: Biometric Information means any information used to identify a natural person based on an anatomical scan or any record of biological pattern or characteristic, including but not limited to such natural person’s retina or iris scan, fingerprint, voiceprint or any record of hand or face geometry. Biometric Information does not include any information that is protected or regulated pursuant to the Health Insurance Portability and Accountability Act of 1996. Biometric Information Claim means a Claim brought or maintained against an Insured for a violation of any federal, state or local law that regulates or restricts the collection, storage, use and/or disposal of Biometric Information, including violations of any required notifications, disclosures or authorizations related to such Biometric Information. II.Part 1, III. EXCLUSIONS and Part 2, III. EXCLUSIONS are amended to include the following: Based upon, arising from, or in any way related to Biometric Information and/or any Biometric Information Claim. All other terms of the policy remain unchanged. PI-NPD-WA-1 (09/25) Page 1 of 2 PHILADELPHIA INDEMNITY INSURANCE COMPANY, BALA CYNWYD, PENNSYLVANIA PI-NPD-WA-1 (09/25) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WASHINGTON - CHANGES This endorsement modifies insurance provided under the following: FLEXI PLUS FIVE Part 8, Section V. CANCELLATION AND NON-RENEWAL is replaced with the following: V. CANCELLATION AND NON-RENEWAL CANCELLATION The Underwriter may not cancel this Policy except for failure to pay premium when due, in which case 10 days written notice shall be given to the Parent Organization for such cancellation to be effective. If the Underwriter cancels it will send by mail, or deliver to the Parent Organization and its agent or broker, a written notice including the actual reason(s) for cancellation at the last mailing address known to us. The Underwriter must send like notice of cancellation to each person or entity shown by the policy to have an interest in any loss. If the Underwriter cancels the policy, it must return the pro rata portion of any unearned premium. The Parent Organization may cancel this Policy for itself and all other Insureds. Notice may be provided using one of these methods: a. Written notice of cancellation to the Underwriter or the producer by mail, fax or e-mail; b. Surrender of the policy to the Underwriter or the producer, or c. Verbal notice to the Underwriter or the producer. If the Underwriter receives notice of cancellation from the Parent Organization,Underwriter must accept and promptly cancel the policy or any binder issued as evidence of coverage effective the later of: a. The date notice is received; or b. The date the Parent Organization requests cancellation. If the Parent Organization cancels, earned premium shall be computed in accordance with the customary short rate table procedure. NON-RENEWAL The Underwriter shall not be required to renew this Policy; however, written notice of the Under intent to non-renew this Policy shall be sent to the Parent Organization at least 60days prior to expiration of the Policy Period. PI-NPD-WA-1 (09/25) Page 2 of 2 PHILADELPHIA INDEMNITY INSURANCE COMPANY, BALA CYNWYD, PENNSYLVANIA PI-NPD-WA-1 (09/25) If the Underwriter non-renews this Policy it will send by mail, or deliver to the Parent Organization and its agent or broker, a written notice including the actual reason(s) for non-renewal at the last mailing address known to us. Part 8, Section XVI. CHANGE IN OWNERSHIP OR CONTROL is amended by addition of the following: If the Underwriter cancels it will send by mail, or deliver to the Parent Organization and its agent or broker, a written notice including the actual reason(s) for cancellation at the last mailing address known to us. Written notice of cancellation, accompanied by the actual reason therefore, shall be delivered or mailed to the Parent Organization not less than 60 days prior to the effective date of cancellation. PI-SLD-001 (01/15) Page 1 of 1 Includes copyrighted material of the Insurance Services Office Inc., used with its permission. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CAP ON LOSSES FROM CERTIFIED ACTS OF TERRORISM This endorsement modifies insurance provided under the following: DIRECTORS AND OFFICERS LIABILITY If aggregate insured losses attributable to terrorist acts certified under the federal Terrorism Risk Insurance Act exceed $100 billion in a calendar year and we have met our insurer deductible under the Terrorism Risk Insurance Act, we shall not be liable for the payment of any portion of the amount of such losses that exceeds $100 billion, and in such case insured losses up to that amount are subject to pro rata allocation in accordance with procedures established by the Secretary of the Treasury. "Certified act of terrorism" means an act that is certified by the Secretary of the Treasury, in accordance with the provisions of the federal Terrorism Risk Insurance Act, to be an act of terrorism subject to such Act. The criteria contained in the Terrorism Risk Insurance Act for a "certified act of terrorism" include the following: 1. The act resulted in insured losses in excess of $5 million in the aggregate, attributable to all types of insurance subject to the Terrorism Risk Insurance Act; and 2. The act is a violent act or an act that is dangerous to human life, property or infrastructure and is committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion. 3.The terms and limitations of any terrorism exclusion, or the inapplicability or omission of a terrorism exclusion, do not serve to create coverage for any loss which would otherwise be excluded under this Policy. PI-BELL-1 (11/09) Page 1 of 8 © 2009 Philadelphia Insurance Companies THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BELL ENDORSEMENT Unless otherwise stated herein, the terms, conditions, exclusions and other limitations set forth in this endorsement are solely applicable to coverage afforded by this endorsement, and the policy is amended as follows: I. SCHEDULE OF ADDITIONAL COVERAGES AND LIMITS The following is a summary of Limits of Liability or Limits of Insurance and/or additional coverages provided by this endorsement. This endorsement is subject to the provisions of the policy to which it is attached. COVERAGE LIMITS OF INSURANCE Business Travel Accident Benefit $50,000 Conference Cancellation $25,000 Donation Assurance $50,000 Emergency Real Estate Consulting Fee $50,000 Fundraising Event Blackout $25,000 Identity Theft Expense $50,000 Image Restoration and Counseling $50,000 Key Individual Replacement Expenses $50,000 Kidnap Expense $50,000 Political Unrest $5,000 per employee: $25,000 policy limit Temporary Meeting Space Reimbursement $25,000 Terrorism Travel Reimbursement $50,000 Travel Delay Reimbursement $1,500 Workplace Violence Counseling $50,000 PI-BELL-1 (11/09) Page 2 of 8 © 2009 Philadelphia Insurance Companies II. CONDITIONS A. Applicability of Coverage Coverage provided by your policy and any endorsements attached thereto is amended by this endorsement where applicable. B. Limits of Liability or Limits of Insurance 1. When coverage is provided by this endorsement and another coverage form or endorsement attached to this policy, the greater limits of liability or limits of insurance will apply. In no instance will multiple limits apply to coverages which may be duplicated within this policy. Additionally, if this policy and any other coverage part or policy issued to you by us, or any company affiliated with us, apply to the same occurrence, offense, wrongful act, accident or loss, the maximum limits of liability or limits of insurance under all such coverage parts or policies combined shall not exceed the highest applicable limits of liability or limits of insurance under any one coverage part or policy. 2.Limits of liability or limits of insurance identified in Section I. SCHEDULE OF ADDITIONAL COVERAGES AND LIMITS above are not excess of, but are in addition to the applicable Limits of Liability or Limits of Insurance stated in the Declarations. C. Claim Expenses Coverages provided herein are not applicable to the generation of claim adjustment costs by you; such as fees you may incur by retaining a public adjuster or appraiser. III. ADDITIONAL COVERAGES A. Business Travel Accident Benefit We will pay a Business Travel Accident Benefit to the insured if a director or officer suffers injury or death while traveling on a common carrier for your business during the policy period. For the purpose of Business Travel Accident Benefit coverage, injury means: 1. Physical damage to the body caused by violence, fracture, or an accident that results in loss of life not later than one hundred eighty (180) days after the policy expiration, the date of cancellation or the date of non-renewal; 2. Accidental loss of limbs or multiple fingers; 3.Total loss of sight, speech or hearing. The limit of insurance for this coverage is $50,000 per policy period for all insureds combined. No deductible applies to this coverage. The Business Travel Accident Benefit shall not be payable if the cause of the injury was: 1. An intentional act by the insured; 2. An act of suicide or attempted suicide; 3. An act of war; or 4. A disease process. PI-BELL-1 (11/09) Page 3 of 8 © 2009 Philadelphia Insurance Companies B. Conference Cancellation We will reimburse the insured for any business-related conference expenses, paid by the insured and not otherwise reimbursed, for a canceled conference that an employee was scheduled to attend. The cancellation must be due directly to a “natural catastrophe” or a “communicable disease” outbreak that forces the cancellation of the conference. With respect to a conference cancellation claim, it is further agreed as follows: 1. The insured employee must have registered for the conference at least thirty (30) days prior to the cancellation; and 2.The cancellation must be ordered by a local, state or federal Board of Health or other governmental authority having jurisdiction over the location of the conference. The limit of insurance for this coverage is $25,000 per policy period for all insureds combined. No deductible applies to this coverage. C. Donation Assurance If the insured is a 501(c)(3) status non-profit organization as defined in the United States Internal Revenue Code, we will reimburse the insured for “failed donation claim(s).” With respect to any “failed donation claim,” it is further agreed as follows: 1. The donor must not have been in bankruptcy, nor have filed for bankruptcy or reorganization in the past seven (7) years prior to the time said pledge was made to the insured; 2. For non-cash donations, our payment of a “failed donation claim” shall be based on the fair market value of said non-cash donation at the time of the “failed donation claim”; 3.In the case of unemployment or incapacitation of a natural person donor and as a condition of payment of the “failed donation claim”: a. Neither the natural person donor nor the insured shall have had reason to believe the donor would become unemployed or incapacitated subsequent to the donation date; and b. The donor shall be unemployed for at least sixty (60) days prior to a claim being submitted by the insured; 4.No coverage shall be afforded for a written pledge of funds or other measurable, tangible property to the insured dated prior to the policy period; and 5. A donation amount which is to be collected by the insured over more than a twelve (12) month period shall be deemed a single donation. The limit of insurance for this coverage is $50,000 per policy period for all insureds combined. No deductible applies to this coverage. D. Emergency Real Estate Consulting Fee We will reimburse the insured any realtor’s fee or real estate consultant’s fee necessitated by the insured’s need to relocate due to the “unforeseeable destruction” of the insured’s “principal location” listed in the Declarations during the policy period. The limit of insurance for this PI-BELL-1 (11/09) Page 4 of 8 © 2009 Philadelphia Insurance Companies coverage is $50,000 per policy period for all insureds combined. No deductible applies to this coverage. E. Fundraising Event Blackout We will reimburse the insured for “fundraising expenses” that are incurred due to the cancellation of a fundraising event caused by the lack of electric supply resulting in a power outage, provided the fundraising event is not re-scheduled. The fundraising event must have been planned at least thirty (30) days prior to the power outage. The limit of insurance for this coverage is $25,000 per policy period for all insureds combined. No deductible applies to this coverage. F. Identity Theft Expense We will reimburse any present director or officer of the named insured for “identity theft expenses” incurred as the direct result of any “identity theft” first discovered and reported during the policy period; provided that it began to occur subsequent to the effective date of the insured’s first policy with us. The limit of insurance for this coverage is $50,000 per policy period for all insureds combined. No deductible applies to this coverage. G. Image Restoration and Counseling We will reimburse the insured for expenses incurred for image restoration and counseling arising out of “improper acts” by any natural person. Covered expenses are limited to: 1. The costs of rehabilitation and counseling for the accused natural person insured, provided the natural person insured is not ultimately found guilty of criminal conduct; this reimbursement to occur after acquittal of the natural person insured; 2.The costs charged by a recruiter or expended on advertising, for replacing an officer as a result of “improper acts”; and 3. The costs of restoring the named insured’s reputation and consumer confidence through image consulting. The limit of insurance for this coverage is $50,000 per policy period for all insureds combined. No deductible applies to this coverage. H. Key Individual Replacement Expenses We will pay “key individual replacement expenses” if the Chief Executive Officer or Executive Director suffers an “injury” during the policy period which results in the loss of life during the policy period. The limit of insurance for this coverage is the lesser of $50,000 or ten (10) times the annual premium paid for this policy. No deductible applies to this coverage. I. Kidnap Expense We will pay on behalf of any director or officer of the insured, reasonable fees incurred as a result of the kidnapping of them or their spouse, “domestic partner,” parent or child during the policy period. Coverage will not apply to any kidnapping by or at the direction of any present or former family member of the victim. Reasonable fees will include: PI-BELL-1 (11/09) Page 5 of 8 © 2009 Philadelphia Insurance Companies 1. Fees and costs of independent negotiators; 2.Interest costs for any loan from a financial institution taken by you to pay a ransom demand or extortion threat; 3.Travel costs and accommodations incurred by the named insured; 4.Reward money paid to an informant which leads to the arrest and conviction of parties responsible for loss covered under this insurance; and 5. Salary, commissions and other financial benefits paid by you to a director or officer. Such compensation applies at the level in effect on the date of the kidnap and ends upon the earliest of: a. Up to thirty (30) days after their release, if the director or officer has not yet returned to work; b.Discovery of their death; c. One hundred twenty (120) days after the last credible evidence following abduction that they are still alive; or d.Twelve (12) months after the date of the kidnapping. The limit of insurance for this coverage is $50,000 each policy period for all insureds combined. No deductible applies to this coverage. J. Political Unrest Coverage We will reimburse any present director, officer, employee or volunteer of the named insured while traveling outside the United States of America for “emergency evacuation expenses” that are incurred as a result of an incident of “political unrest.” This “political unrest” must occur during the policy period. No coverage is granted for travel to countries in a state of “political unrest” at the time of departure of the travel. The limit of insurance for this coverage is $5,000 per covered person, subject to a maximum of $25,000 per policy period for all insureds combined. No deductible applies to this coverage. K. Temporary Meeting Space Reimbursement We will reimburse the insured for rental of meeting space which is necessitated by the temporary unavailability of the insured’s primary office space due to the failure of a climate control system, or leakage of a hot water heater during the policy period. Coverage will exist only for the renting of temporary meeting space required for meeting with parties who are not insured under this policy. The limit of insurance for this coverage is $25,000 per policy period for all insureds combined. No deductible applies to this coverage. L. Terrorism Travel Reimbursement We will reimburse any present director or officer of the named insured in the event of a “certified act of terrorism” during the policy period which necessitates that he/she incurs “emergency travel expenses.” The limit of insurance for this coverage is $50,000 per policy period for all insureds combined. No deductible applies to this coverage. PI-BELL-1 (11/09) Page 6 of 8 © 2009 Philadelphia Insurance Companies M. Travel Delay Reimbursement We will reimburse any present director or officer of the named insured for any “non- reimbursable expenses” they incur as a result of the cancellation of any regularly scheduled business travel on a common carrier. The limit of insurance for this coverage is $1,500 per policy period for all insureds combined. A seventy-two (72) hour waiting period deductible applies to this coverage. N. Workplace Violence Counseling We will reimburse the insured for emotional counseling expenses incurred directly as a result of a “workplace violence” incident at any of the insured’s premises during the policy period. The emotional counseling expenses incurred must have been for: 1. Your employees who were victims of, or witnesses to the “workplace violence”; 2.The spouse, “domestic partner,” parents or children of your employees who were victims of, or witnesses to the “workplace violence”; and 3. Any other person or persons who directly witnessed the “workplace violence” incident. The limit of insurance for this coverage is $50,000 per policy period for all insureds combined. No deductible applies to this coverage. IV. DEFINITIONS For the purpose of this endorsement, the following definitions apply: A. “Certified act of terrorism” means any act so defined under the Terrorism Risk Insurance Act, and its amendments or extensions. B.“Communicable disease” means an illness, sickness, condition or an interruption or disorder of body functions, systems or organs that is transmissible by an infection or a contagion directly or indirectly through human contact, or contact with human fluids, waste, or similar agent, such as, but not limited to Meningitis, Measles or Legionnaire’s Disease. C. “Domestic partner” means any person who qualifies as a domestic partner under the provisions of any federal, state or local statute or regulation, or under the terms and provisions of any employee benefit or other program established by the named insured. D.“Emergency evacuation expenses” mean: 1. Additional lodging expenses; 2. Additional transportation costs; 3. The cost of obtaining replacements of lost or stolen travel documents necessary for evacuation from the area of “political unrest”; and 4. Translation services, message transmittals and other communication expenses. provided that these expenses are not otherwise reimbursable. E. “Emergency travel expenses” mean: PI-BELL-1 (11/09) Page 7 of 8 © 2009 Philadelphia Insurance Companies 1.Hotel expenses incurred which directly result from the cancellation of a scheduled transport by a commercial transportation carrier, resulting directly from and within forty-eight (48) hours of a “certified act of terrorism”; and 2. The increased amount incurred which may result from re-scheduling comparable transport, to replace a similarly scheduled transport canceled by a commercial transportation carrier in direct response to a “certified act of terrorism”; provided that these expenses are not otherwise reimbursable. F. “Failed donation claim” means written notice to the insured during the policy period of: 1. The bankruptcy or reorganization of any donor whereby such bankruptcy or reorganization prevents the donor from honoring a prior written pledge of funds or other measurable, tangible property to the insured; or 2. The unemployment or incapacitation of a natural person donor preventing him/her from honoring a prior written pledge of funds or other measurable, tangible property to the insured. G. “Fundraising expenses” mean deposits forfeited and other charges paid by you for catering services, property and equipment rentals and related transport, venue rentals, accommodations (including travel), and entertainment expenses less any deposits or other fees refunded or refundable to you. H. “Identity theft” means the act of knowingly transferring or using, without lawful authority, a means of identification of any director or officer (or spouse or “domestic partner” thereof) of the named insured with the intent to commit, or to aid or abet another to commit, any unlawful activity that constitutes a violation of federal law or a felony under any applicable state or local law. I. “Identity theft expenses” mean: 1. Costs for notarizing affidavits or similar documents attesting to fraud required by financial institutions or similar credit grantors or credit agencies; 2. Costs for certified mail to law enforcement agencies, credit agencies, financial institutions or similar credit grantors; and 3. Loan application fees for re-applying for a loan or loans when the original application is rejected solely because the lender received incorrect credit information. J. “Improper acts” means any actual or alleged act of: 1. Sexual abuse; 2. Sexual intimacy; 3. Sexual molestation; or 4.Sexual assault; committed by an insured against any natural person who is not an insured. Such “improper acts” must have been committed by the insured while in his or her capacity as an insured. K. “Injury” whenever used in this endorsement, other than in Section III. A. Business Travel, PI-BELL-1 (11/09) Page 8 of 8 © 2009 Philadelphia Insurance Companies means any physical damage to the body caused by violence, fracture or an accident. L. “Key individual replacement expenses” mean the following necessary expenses: 1. Costs of advertising the employment position opening; 2. Travel, lodging, meal and entertainment expenses incurred in interviewing job applicants for the employment position opening; and 3. Miscellaneous extra expenses incurred in finding, interviewing and negotiating with the job applicants, including, but not limited to, overtime pay, costs to verify the background and references of the applicants and legal expenses incurred to draw up an employment contract. M. “Natural catastrophe” means hurricane, tornado, earthquake or flood. N.“Non-reimbursable expenses” means the following travel-related expenses incurred after a seventy-two (72) hour waiting period, beginning from the time documented on the proof of cancellation, and for which your director or officer produces a receipt: 1. Meals and lodging; 2.Alternative transportation; 3. Clothing and necessary toiletries; and 4. Emergency prescription and non-prescription drug expenses. O. “Political unrest” means: 1. A short-term condition of disturbance, turmoil or agitation within a foreign country that poses imminent risks to the security of citizens of the United States; 2. A long-term condition of disturbance, turmoil or agitation that makes a foreign country dangerous or unstable for citizens of the United States; or 3. A condition of disturbance, turmoil or agitation in a foreign country that constrains the United States Government’s ability to assist citizens of the United States, due to the closure or inaccessibility of an embassy or consulate or because of a reduction of its staff for which either an alert or travel warning has been issued by the United States Department of State. P. “Principal location” means the headquarters, home office or main location where most business is substantially conducted. Q. “Unforeseeable destruction” means damage resulting from a “certified act of terrorism,” fire, collision or collapse which renders all of the insured’s “principal locations” completely unusable. R.“Workplace violence” means any intentional use of or threat to use deadly force by any person with intent to cause harm and that results in bodily “injury” or death of any person while on the insured’s premises. PI-CME-1 (10/09) Page 1 of 2 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CRISIS MANAGEMENT ENHANCEMENT ENDORSEMENT Unless otherwise stated herein, the terms, conditions, exclusions and other limitations set forth in this endorsement are solely applicable to coverage afforded by this endorsement, and the policy is amended as follows: Solely for the purpose of this endorsement: 1) The words “you” and “your” refer to the Named Insured shown in the Declarations, and any other person or organization qualifying as a Named Insured under this policy. 2) The words “we,” “us” and “our” refer to the company providing this insurance. I. SCHEDULE OF ADDITIONAL COVERAGE AND LIMITS The following is the Limit of Liability provided by this endorsement. This endorsement is subject to the provisions of the policy to which it is attached. II. CONDITIONS A. Applicability of Coverage Coverage provided by your policy and any endorsements attached thereto is amended by this endorsement where applicable. All other terms and conditions of the policy or coverage part to which this endorsement is attached remain unchanged. B. Limits of Liability or Limits of Insurance When coverage is provided by this endorsement and any other coverage form or endorsement attached to this policy, we will pay only for the amount of covered loss or damage in excess of the amount due from that other insurance, whether you can collect on it or not. But we will not pay more than the applicable Limit of Liability or Limit of Insurance. C. Claim Expenses Coverages provided herein are not applicable to the generation of claim adjustment costs by you; such as fees you may incur by retaining a public adjuster or appraiser. III. ADDITIONAL COVERAGES A. We will reimburse you for “crisis management emergency response expenses” incurred because of an “incident” giving rise to a “crisis” to which this insurance applies. The amount of such reimbursement is limited as described in Section II. CONDITIONS, B. Limits of Liability or Limits of Insurance. No other obligation or liability to pay sums or perform acts or services is covered. B. We will reimburse only those “crisis management emergency response expenses” which are incurred during the policy period as shown in the Declarations of the policy to which this coverage is attached and reported to us within six (6) months of the date the “crisis” was initiated. Crisis Management Expense $25,000 PI-CME-1 (10/09) Page 2 of 2 IV. DEFINITIONS A. “Crisis” means the public announcement that an “incident” occurred on your premises or at an event sponsored by you. B. “Crisis management emergency response expenses” mean those expenses incurred for services provided by a “crisis management firm.” However, “crisis management emergency response expenses” shall not include compensation, fees, benefits, overhead, charges or expenses of any insured or any of your employees, nor shall “crisis management emergency response expenses” include any expenses that are payable on your behalf or reimbursable to you under any other valid and collectible insurance. C. “Crisis management firm” means any service provider you hire that is acceptable to us. Our consent will not be unreasonably withheld. D. “Incident” means an accident or other event, including the accidental discharge of pollutants, resulting in death or serious bodily injury to three or more persons. E. “Serious bodily injury” means any injury to a person that creates a substantial risk of death, serious permanent disfigurement, or protracted loss or impairment of the function of any bodily member or organ. PI-CRP-02 (06/05) Page 1 of 16 Crime Protection Plus Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties, and what is or is not covered. Throughout this policy, the words "you" and "your" refer to the Named Insured shown in the Declarations. The words "we,” "us" and "our" refer to the Company providing this insurance. Other words and phrases that appear in BOLD have special meaning. Refer to the Definitions Section. I. INSURING AGREEMENTS Coverage is provided under the following Insuring Agreements for which a Limit of Insurance is shown in the Declarations: A1. EMPLOYEE THEFT AND CLIENT PROPERTY 1. We will pay for loss of or damage to MONEY,SECURITIES and OTHER PROPERTY resulting directly from THEFT committed by an EMPLOYEE, whether identified or not, acting alone or in collusion with other persons. 2. We will pay for loss of or damage to MONEY,SECURITIES and OTHER PROPERTY sustained by your CLIENT resulting directly from THEFT committed by an identified EMPLOYEE, acting alone or in collusion with other persons. A2. ERISA FIDELITY We will pay for direct loss of and direct loss from damage to, MONEY,SECURITIES and OTHER PROPERTY of any EMPLOYEE BENEFIT PLAN(S) sponsored exclusively by the INSURED resulting from THEFT by an EMPLOYEE. B. FORGERY OR ALTERATION 1. We will pay for loss resulting directly from FORGERY or alteration of checks, drafts, promissory notes, or similar written promises, orders or directions to pay a sum certain in MONEY that are: a. Made or drawn by or drawn upon you; or b. Made or drawn by one acting as your agent; or that are purported to have been so made or drawn. 2. If you are sued for refusing to pay any instrument covered in Paragraph a. above, on the basis that it has been forged or altered, and you have our written consent to defend against the suit, we will pay for any reasonable legal expenses that you incur and pay in that defense. The amount that we will pay is in addition to the Limit of Insurance applicable to this Insuring Agreement. 3. Credit, Debit, or Charge Card Extension. a. Covered lnstruments in 1. above, checks, drafts, promissory notes, or similar written promises, orders or directions to pay a sum certain in MONEY includes written instruments required in conjunction with any credit, debit or charge card issued to you or any EMPLOYEE for business purposes. PI-CRP-02 (06/05) Page 2 of 16 b. The most we will pay in any one OCCURRENCE is $25,000. The amount that we will pay is in addition to the Limit of Insurance applicable to this Insuring Agreement. C. INSIDE THE PREMISES 1. We will pay for loss of MONEY and SECURITIES inside the PREMISES or BANKING PREMISES resulting directly from THEFT, disappearance or destruction. 2. We will pay for loss of or damage to OTHER PROPERTY a. inside the PREMISES resulting directly from an actual or attempted ROBBERY of a CUSTODIAN; or b. inside the PREMISES in a safe or vault resulting directly from an actual or attempted SAFE BURGLARY. c. We will pay for loss from damage to the PREMISES or its exterior resulting from an actual or attempted i.THEFT of MONEY or SECURITIES; or ii.ROBBERY or SAFE BURGLARY of OTHER PROPERTY if the INSURED is the owner of the PREMISES or is liable for damage to it. d. We will pay for loss of or damage to a locked safe, vault, cash register, cash box or cash drawer located inside the PREMISES resulting directly from an actual or attempted THEFT or unlawful entry into those containers. D. OUTSIDE THE PREMISES 1. We will pay for loss of MONEY and SECURITIES outside the PREMISES in the care and custody of a MESSENGER or an armored motor vehicle company resulting directly from THEFT, disappearance or destruction. 2. We will pay for loss of or damage to OTHER PROPERTY outside the PREMISES in the care and custody of a MESSENGER or an armored motor vehicle company resulting directly from an actual or attempted ROBBERY. E. MONEY ORDERS AND COUNTERFEIT PAPER CURRENCY We will pay for loss resulting directly from your having accepted in good faith, in exchange for merchandise, MONEY or services: 1. Money orders issued by any post office, express company or bank that are not paid upon presentation; and 2.COUNTERFEIT paper currency that is acquired during the regular course of business from any country in which you maintain a physical premises. F. COMPUTER FRAUD AND FUNDS TRANSFER FRAUD We will pay for loss of or loss from damage to: 1 MONEY, SECURITIES and other property resulting directly from COMPUTER FRAUD, and 2 MONEY and SECURITIES contained in a TRANSFER ACCOUNT on deposit at a FINANCIAL INSTITUTION resulting directly from FUNDS TRANSFER FRAUD. We will pay for loss of FUNDS resulting directly from a FRAUDULENT INSTRUCTION directing a financial institution to transfer, pay, or deliver FUNDS from your TRANSFER ACCOUNT. PI-CRP-02 (06/05) Page 3 of 16 II. LIMIT OF INSURANCE The most we will pay for loss in any one OCCURRENCE is the applicable Limit of Insurance shown in the Declarations. III. DEDUCTIBLE We will not pay for loss in any one OCCURRENCE unless the amount of loss exceeds the Deductible Amount shown in the Declarations. We will then pay the amount of loss in excess of the Deductible Amount, up to the Limit of Insurance. In the event that more than one Deductible Amount could apply to the same loss, only the highest Deductible Amount may be applied. IV. EXCLUSIONS This Policy Does Not Apply To: A. Loss resulting from THEFT or any other dishonest act committed by: 1. You; or 2. Any of your partners or MEMBERS; or 3. Any officer or employee who has a 25% interest or greater ownership interest in any one or more of those entities named as INSUREDS whether acting alone or in collusion with other persons. B. Loss resulting from THEFT or any other dishonest act committed by any of your EMPLOYEES, MANAGERS, directors, trustees or authorized representatives: 1. Whether acting alone or in collusion with other persons; or 2. While performing services for you or otherwise; except when covered under Insuring Agreement A1 or A2. C. Loss resulting from seizure or destruction of property by order of governmental authority. D. Loss that is an indirect result of any act or OCCURRENCE covered by this policy including, but not limited to, loss resulting from: 1. Your inability to realize income that you would have realized had there been no loss of or damage to MONEY,SECURITIES or OTHER PROPERTY. 2. Payment of damages of any type for which you are legally liable. But, we will pay compensatory damages arising directly from a loss covered under this policy. 3. Payment of costs, fees or other expenses you incur in establishing either the existence or the amount of loss under this policy. E. Expenses related to any legal action, except when covered under Insuring Agreement B. F. Loss resulting from nuclear reaction, nuclear radiation or radioactive contamination, or any related act or incident. G. Loss resulting from war, whether or not declared, warlike action, insurrection, rebellion or revolution, or any related act or incident. H. Loss sustained by one INSURED to the advantage of any other INSURED. PI-CRP-02 (06/05) Page 4 of 16 I. Loss resulting directly or indirectly from contractual or extra contractual liability sustained by the INSURED in connection with the issuance of contracts or purported contracts of insurance, indemnity or suretyship. J. Loss of trade secrets, confidential processing methods, confidential information or intangible property of any kind. K. Insuring Agreement A1 and A2 does not apply to: 1. Loss caused by any EMPLOYEE of yours, or predecessor in interest of yours, for whom similar prior insurance has been cancelled and not reinstated since the last such cancellation unless the amount of such loss is $1,000 or less. 2. Loss, or that part of any loss, the proof of which as to its existence or amount is dependent upon: a. An inventory computation; or b. A profit and loss computation. However, where you establish wholly apart from such computations that you have sustained a loss, then you may offer your inventory records and an actual physical count of inventory in support of the amount of loss claimed. 3. Loss resulting directly or indirectly from trading, whether in your name or in a genuine or fictitious account. 4. Loss resulting from the fraudulent or dishonest signing, issuing, canceling, or failing to cancel, a warehouse receipt or any papers connected with it. L. Insuring Agreement B does not apply to: 1. Loss arising from any credit, debit or charge card if you have not complied fully with the provisions, conditions or other terms under which the card was issued. M. Insuring Agreements C and D do not apply to: 1. Loss resulting from accounting or arithmetical errors or omissions. 2. Loss resulting from the giving or surrendering of property in any exchange or purchase. 3. Loss resulting from fire, however caused, except: a. Loss of or damage to MONEY and SECURITIES; and b. Loss from damage to a safe or vault. 4. Loss of property contained in any money operated device unless the amount of MONEY deposited in it is recorded by a continuous recording instrument in the device. 5. Loss of or damage to motor vehicles, trailers or semi-trailers or equipment and accessories attached to them. 6. Transfer or Surrender of Property a. Loss of or damage to property after it has been transferred or surrendered to a person or place outside the PREMISES or BANKING PREMISES: i. On the basis of unauthorized instructions; ii. As a result of a threat to do bodily harm to any person; or PI-CRP-02 (06/05) Page 5 of 16 iii. As a result of a threat to do damage to any property. b. But, this Exclusion does not apply under Insuring Agreement D to loss of MONEY, SECURITIES or OTHER PROPERTY while outside the PREMISES in the care and custody of a MESSENGER if you: i. Had no knowledge of any threat at the time the conveyance began; or ii. Had knowledge of a threat at the time the conveyance began, but the loss was not related to the threat. 7. Loss from damage to the PREMISES or its exterior, or to any safe, vault, cash register, cash box, cash drawer or OTHER PROPERTY by vandalism or malicious mischief. 8. Loss resulting from your, or anyone acting on your express or implied authority, being induced by any dishonest act to voluntarily part with title to or possession of any property. N. Insuring Agreement F. does not apply to: 1. Loss resulting from the giving or surrendering of property in any exchange or purchase. 2. Loss, or that part of any loss, the proof of which as to its existence or amount is dependent upon: a. An inventory computation; or b. A profit and loss computation. 3. Loss resulting from your, or anyone acting on your express or implied authority, being induced by any dishonest act to voluntarily part with title to or possession of any property. V. CONDITIONS A. Cancellation as to any EMPLOYEE 1. This policy is cancelled as to any EMPLOYEE: a. Immediately upon discovery by: i. You; or ii. Any of your partners, MEMBERS, MANAGERS, officers, directors or trustees not in collusion with the EMPLOYEE: of THEFT or any other dishonest act committed by the EMPLOYEE whether before or after becoming employed by you unless, the amount of such loss is $1,000 or less. 2. On the date specified in a notice mailed to the first Named Insured. That date will be at least 60 days after the date of mailing. We will mail or deliver our notice to the first Named Insured's last mailing address known to us. If notice is mailed, proof of mailing will be sufficient proof of notice. B. Cancellation of Policy 1. The first Named Insured shown in the Declarations may cancel this policy by mailing or delivering to us advance written notice of cancellation. 2. We may cancel this policy by mailing or delivering to the first Named Insured written notice of cancellation at least: PI-CRP-02 (06/05) Page 6 of 16 a) 10 days before the effective date of cancellation if we cancel for nonpayment of premium; or b) 60 days before the effective date of cancellation if we cancel for any other reason. 3. We will mail or deliver our notice to the first Named Insured’s last mailing address known to us. 4. Notice of cancellation will state the effective date of cancellation. The policy period will end on that date. 5. If this policy is cancelled, we will send the first Named Insured any premium refund due. If we cancel, the refund will be pro rata. If the first Named Insured cancels, the refund may be less than pro rata. The cancellation will be effective even if we have not made or offered a refund. 6. If notice is mailed, proof of mailing will be sufficient proof of notice. C. Changes This policy contains all the agreements between you and us concerning the insurance afforded. The first Named Insured shown in the Declarations is authorized to make changes in the terms of this policy with our consent. This policy’s terms can be amended or waived only by endorsement issued by us and made a part of this policy. D. Concealment, Misrepresentation or Fraud This policy is void in any case of fraud by you as it relates to this policy at any time. It is also void if you or any other INSURED, at any time, intentionally conceal or misrepresent a material fact concerning: 1. This policy; 2. The property covered under this policy; 3. Your interest in the property covered under this policy; or 4. A claim under this policy. E. Consolidation – Merger If through consolidation or merger with, or purchase or acquisition of assets or liabilities of, some other entity, any additional persons become EMPLOYEES, or you acquire the use and control of any additional PREMISES: 1. You must give us written notice and obtain our written consent to extend this insurance to such additional EMPLOYEES or PREMISES. We may condition our consent upon payment of an additional premium; 2. For the first 90 days after the effective date of such consolidation, merger, or purchase or acquisition of assets or liabilities, any insurance afforded for EMPLOYEES or PREMISES also applies to these additional EMPLOYEES or PREMISES for acts committed or events occurring within this 90-day period. However, we agree to automatically extend such coverage, without the payment of an additional premium for the remainder of the Policy Period, as is afforded under this Policy to any consolidation or merger with, or purchase of assets of, some other entity which has less than 15% of your annual revenues, and a three year, loss free Employee Theft claims history. F. Discovery Option If the Discovery option in ITEM 4. of the Declarations page is executed, this general condition shall apply. PI-CRP-02 (06/05) Page 7 of 16 1. We will pay for loss that you sustain through acts committed or events occurring at any time and discovered by you: a. During the policy period shown in the Declarations; or b. During the period of time provided in V. CONDITION K. Extended Period To Discover Loss. 2. Discovery of loss occurs when you first become aware of facts, which would cause a reasonable person to assume that a loss covered by this policy has been or will be incurred, even though the exact amount or details of loss may not then be known. Discovery also occurs when you receive notice of an actual or potential claim against you alleging facts that if true would constitute a covered loss under this policy. G. Loss Sustained Option If the Loss Sustained option in ITEM 4. of the Declarations page is executed, this general condition shall apply. We will pay for loss sustained by You during the policy period stated in Item 3. of the Declarations Page. 1. If you, or a predecessor in interest, sustained loss during the period of any prior insurance that you or the predecessor in interest could have recovered under that insurance except that the time within which to discover loss had expired, we will pay for it under this insurance, provided: a. This insurance became effective at the time of cancellation or termination of the prior insurance; and b. The loss would have been covered by this insurance had it been in effect when the acts or events causing the loss were committed or occurred. 2. The insurance under this agreement is part of, and not in addition to, the Limits of Insurance applicable to this Insurance and is limited to the lesser of the amount recoverable under: a. This insurance as of its effective date; or b. The prior insurance had it remained in effect. In the event that a loss is covered by this Policy and a preceding Policy, it is agreed that the Insuring Agreement deductible for this Policy shall be reduced by the applicable deductible of the preceding Policy. If any loss is covered partly by this insurance and partly by any prior canceled or terminated insurance that we or any affiliate had issued to you or any predecessor in interest, the most we will pay is the larger of the amount recoverable under this insurance or the prior insurance. H. Duties In The Event Of Loss After you discover a loss or a situation that may result in loss of or damage to MONEY,SECURITIES or OTHER PROPERTY you must: 1. Notify us as soon as possible. If you have reason to believe that any loss (except for loss covered under Insuring Agreements A1, A2 or B.) involves a violation of law, you must also notify the local law enforcement authorities. 2. Submit to examination under oath at our request and give us a signed statement of your answers. 3. Give us a detailed, sworn proof of loss within 120 days. 4. Cooperate with us in the investigation and settlement of any claim. I. Employee Benefit Plan(s) PI-CRP-02 (06/05) Page 8 of 16 1. If any one or more EMPLOYEE BENEFIT PLANS are insured jointly with any other entity under this Policy, you or the plan administrator must select a Limit of Insurance for Insuring Agreement A2. that is sufficient to provide a Limit of Insurance for each Plan, which is at least equal to that required if each Plan were separately insured. 2. If the first named Insured is an entity other than a Plan, any payments we make to the Insured for loss sustained by any Plan will be held by that Insured for the use and benefit of the Plan(s) sustaining the loss. 3. If two or more Plans are insured under this Policy, any payment which we make for loss sustained by two or more Plans, or of commingled FUNDS or OTHER PROPERTY of two or more Plans, which arises out of one OCCURRENCE, is to be shared by each Plan sustaining loss in the proportion that the Limit of Insurance required for each Plan bears to the total of those limits. 4. This Policy insures those Plans, which are named as additional Insureds in the Declarations or on any attached Schedule for loss through fraud or dishonesty as defined in Section 2580.412-9 of the Employee Retirement Income Security Act (ERISA) as amended. For any Plans not specifically named as Insureds, this Policy is deemed to be in compliance with, and satisfy the bonding requirements of Section 2580.412-11 of the Act. This insurance provides a Limit of Insurance which is equal to 10% of the amount of the funds handled or $500,000., whichever is less, for each Plan bonded and the minimum Limit of Insurance for any Plan shall be $1,000. The Limit of Insurance available for any Plan loss will be determined by the amount of funds handled on the date when any covered loss occurs subject to the foregoing limitations. 5. The Deductible provision which applies to Insuring Agreement A2. ERISA FIDELITY, shall not apply to loss which is sustained by any Plan subject to ERISA and which Plan is covered under this insurance. J. Examination of Your Books and Records We may examine and audit your books and records as they relate to this policy at any time during the policy period and up to 3 years afterward or until any claim made under this policy has been settled, whichever is later. K. Extended Period to Discover Loss 1. We will pay for loss that you sustained prior to the effective date of termination or cancellation of this policy, which is discovered by you: a. No later than 120 days following termination or cancellation of the Insuring Agreement or termination of this policy as to an Insured; and b. As respects, any EMPLOYEE BENEFIT PLAN(S), no later than twelve months from the date of that termination or cancellation. 2. However, this extended period to discover loss terminates immediately upon the effective date of any other insurance obtained by you replacing in whole or in part the insurance afforded by this policy, whether or not such other insurance provides coverage for loss sustained prior to its ef- fective date. L. Inspections and Surveys 1. We have the right to: a. Make inspections and surveys at any time; b. Give you reports on the conditions we find; and c. Recommend changes. PI-CRP-02 (06/05) Page 9 of 16 2. We are not obligated to make any inspections, surveys, reports or recommendations and any such actions we do undertake relate only to insurability and the premiums to be charged. We do not make safety inspections nor do we undertake to perform the duty of any person or organization to provide for the health or safety of workers or the public. And we do not warrant that conditions: a. Are safe or healthful; or b. Comply with laws, regulations, codes or standards. 3. Paragraphs (1) and (2) above apply not only to us, but also to any rating, advisory, rate service or similar organization which makes insurance inspections, surveys, reports or recommendations. M. Joint Insured 1. If more than one INSURED is named in the Declarations, the first Named Insured will act for itself and for every other Insured for all purposes of this policy. If the first Named Insured ceases to be covered, then the next Named Insured will become the first Named Insured. 2. If any INSURED, or partner, MEMBER or officer of that INSURED has knowledge of any information relevant to this policy, that knowledge is considered knowledge of every INSURED. 3. An EMPLOYEE of any INSURED is considered to be an EMPLOYEE of every INSURED. 4. If this policy or any of its coverages is cancelled or terminated as to any INSURED, loss sustained by that INSURED is covered only if discovered by you during the period of time provided in V. CONDITION K. Extended Period To Discover Loss. However, this extended period to discover loss terminates as to that INSURED immediately upon the effective date of any other insurance obtained by that INSURED replacing in whole or in part the insurance afforded by this policy, whether or not such other insurance provides coverage for loss sustained prior to its effective date. 5. We will not pay more for loss sustained by more than one INSURED than the amount we would pay if all the loss had been sustained by one INSURED. N. Legal Action against Us You may not bring any legal action against us involving loss: 1. Unless you have complied with all the terms of this policy; 2. Until 90 days after you have filed proof of loss with us; and 3. Unless brought within 2 years from the date you discover the loss. If any limitation is prohibited by law, such limitation is amended so as to equal the minimum period of limitation provided by such law. O. Liberalization If we adopt any revision that would broaden the coverage under this policy without additional premium within 45 days prior to or during the policy period, the broadened coverage will immediately apply to this policy. P. Loss Covered Under More Than One Coverage of This Policy If two or more coverages of this policy apply to the same loss, we will pay the lesser of: 1. The actual amount of loss; or PI-CRP-02 (06/05) Page 10 of 16 2. The sum of the Limits of Insurance applicable to those coverages. Q. Non-Cumulation of Limit of Insurance Regardless of the number of years this policy remains in force or the number of premiums paid, no Limit of Insurance cumulates from year to year or policy period to policy period. R. Other Insurance This policy does not apply to loss recoverable or recovered under other insurance or indemnity. If the limit of the other insurance or indemnity is insufficient to cover the entire amount of the loss, this policy will apply to that part of the loss, other than that falling within any Deductible Amount, not recoverable or recovered under the other insurance or indemnity. However, this policy will not apply to the amount of loss that is more than the applicable Limit of Insurance shown in the Declarations. S. Ownership of Property; Interests Covered The property covered under this policy is limited to property: 1. That you own or lease; 2. That you hold for others; or, 3. For which you are legally liable, except for property inside the premises of a CLIENT of yours. However, this policy is for your benefit only. It provides no rights or benefits to any other person or organization. Any claim for loss that is covered under this policy must be presented by you. T. Premiums The first Named Insured shown in the Declarations: 1. Is responsible for the payment of all premiums; and 2. Will be the payee for any return premiums we pay. U. Records You must keep records of all property covered under this policy so we can verify the amount of any loss. V. Recoveries 1. Any recoveries, less the cost of obtaining them, made after settlement of loss covered by this policy will be distributed as follows: a. To you, until you are reimbursed for any loss that you sustain that exceeds the Limit of Insurance and the Deductible Amount, if any; b. Then to us, until we are reimbursed for the settlement made; and c. Then to you, until you are reimbursed for that part of the loss equal to the Deductible Amount, if any. 2. Recoveries do not include any recovery: a. From insurance, suretyship, reinsurance, security or indemnity taken for our benefit; or b. Of original SECURITIES after duplicates of them have been issued. PI-CRP-02 (06/05) Page 11 of 16 W. Territory This Policy applies to loss occurring anywhere in the world. X. Transfer of Your Rights and Duties under This Policy Your rights and duties under this policy may not be transferred without our written consent except in the case of death of an individual Named Insured. If you die, your rights and duties will be transferred to your legal representative but only while acting within the scope of duties as your legal representative. Until your legal representative is appointed, anyone having proper temporary custody of your property will have your rights and duties but only with respect to that property. Y. Transfer of Your Rights of Recovery against Others to Us You must transfer to us all your rights of recovery against any person or organization for any loss you sustained and for which we have paid or settled. You must also do everything necessary to secure those rights and do nothing after loss to impair them. Z. Valuation – Settlement 1. Subject to Section II. Limit Of Insurance, we will pay for: a. Loss of MONEY but only up to and including its face value. We may, at our option, pay for loss of MONEY issued by any country other than the United States of America: i. Its face value in the MONEY issued by that country; or ii. In the United States of America dollar equivalent determined by the rate of exchange published in The Wall Street Journal on the day the loss was discovered. b. Loss of SECURITIES but only up to and including their value at the close of business on the day the loss was discovered. We may, at our option: i. Pay the value of such SECURITIES or replace them in kind, in which event you must assign to us all your rights, title and interest in and to those SECURITIES; or ii. Pay the cost of any Lost Securities Bond required in connection with issuing duplicates of the SECURITIES. However, we will be liable only for the payment of so much of the cost of the bond as would be charged for a bond having a penalty not exceeding the lesser of the: a) Value of the SECURITIES at the close of business on the day the loss was discovered; or b) Limit of Insurance. c. Loss of or damage to OTHER PROPERTY or loss from damage to the PREMISES or its exterior for the replacement cost of the property without deduction for depreciation. However, we will not pay more than the least of the following: i. The Limit of Insurance applicable to the lost or damaged property; ii. The cost to replace the lost or damaged property with property of comparable material and quality and used for the same purpose; or iii. The amount you actually spend that is necessary to repair or replace the lost or damaged property. PI-CRP-02 (06/05) Page 12 of 16 We will not pay on a replacement cost basis for any loss or damage: i. Until the lost or damaged property is actually repaired or replaced; and ii. Unless the repairs or replacement are made as soon as reasonably possible after the loss or damage. If the lost or damaged property is not repaired or replaced, we will pay on an actual cash value basis. 2. We may, at our option, pay for loss of or damage to property other than MONEY: a. In the MONEY of the country in which the loss occurred; or b. In the United States of America dollar equivalent of the MONEY of the country in which the loss occurred determined by the rate of exchange published in The Wall Street Journal on the day the loss was discovered. 3. Any property that we pay for or replace becomes our property. AA. Conditions Applicable To Insuring Agreement B. 1. Deductible The Deductible Amount does not apply to legal expenses paid under Insuring Agreement B. 2. Electronic and Mechanical Signatures We will treat signatures that are produced or reproduced electronically, mechanically or by other means the same as handwritten signatures. BB. Conditions Applicable To Insuring Agreement D. 1. Armored Motor Vehicle Companies Under Insuring Agreement D, we will only pay for the amount of loss you cannot recover: a. Under your contract with the armored motor vehicle company; and b. From any insurance or indemnity carried by, or for the benefit of customers of, the armored motor vehicle company. c. Special Limit of Insurance for Specified Property We will only pay up to $5,000 for any one "occurrence" of loss of or damage to: a. Precious metals, precious or semi-precious stones, pearls, furs, or completed or partially completed articles made of or containing such materials that constitute the principal value of such articles; or b. Manuscripts, drawings, or records of any kind or the cost of reconstructing them or reproducing any information contained in them. CC. Conditions Applicable To Insuring Agreement F. 1. Special Limit of Insurance for Specified Property We will only pay up to $5,000 for any one OCCURRENCE of loss of or damage to manuscripts, drawings, or records of any kind or the cost of reconstructing them or reproducing any information contained in them. PI-CRP-02 (06/05) Page 13 of 16 VI. DEFINITIONS A.BANKING PREMISES means the interior of that portion of any building occupied by a banking institution or similar safe depository. B.CLIENT means any entity or individual for whom you perform services under a written agreement. C.COMPUTER FRAUD means THEFT of property following and directly related to the use of any computer to fraudulently cause a transfer of that property from inside the PREMISES or BANKING PREMISES to a person (other than a MESSENGER) outside those PREMISES or to a place outside those PREMISES. D.COUNTERFEIT means an imitation of an actual valid original which is intended to deceive and to be taken as the original. E.CUSTODIAN means you, or any of your partners or MEMBERS, or any EMPLOYEE while having care and custody of property inside the PREMISES, excluding any person while acting as a WATCHPERSON or janitor. F.EMPLOYEE: 1 Any natural person: a. While in your service or for 60 days after termination of service; b. Whom you compensate directly by salary, wages or commissions; and c. Whom you have the right to direct and control while performing services for you; 2 Any natural person who is furnished temporarily to you: a. To substitute for a permanent EMPLOYEE as defined in Paragraph (1) above, who is on leave; or b. To meet seasonal or short-term work load conditions; while that person is subject to your direction and control and performing services for you, excluding, however, any such person while having care and custody of property outside the PREMISES. 3 Any natural person who is leased to you under a written agreement between you and a labor leasing firm, to perform duties related to the conduct of your business, but does not mean a temporary employee as defined in Paragraph (2) above; 4 Any natural person who is: a. A trustee, officer, employee, administrator or manager, except an administrator or manager who is an independent contractor, of any EMPLOYEE BENEFIT PLAN(S) insured under this policy; and b. Your director or trustee while that person is handling FUNDS or OTHER PROPERTY of any EMPLOYEE BENEFIT PLAN(S) insured under this policy. 5 Any natural person who is a former EMPLOYEE, director, partner, MEMBER,MANAGER, representative or trustee retained as a consultant while performing services for you; or 6 Any natural person who is a guest student or intern pursuing studies or duties, excluding, however, any such person while having care and custody of property outside the PREMISES. 7 Any natural person who is a VOLUNTEER who is not compensated, other than one who is a fund solicitor, while performing services for you that are usual to the duties of an EMPLOYEE; or PI-CRP-02 (06/05) Page 14 of 16 8 Any natural person who is performing services for you as the chairman, or a member of any committee and whether compensated or not; or 9 Any natural person who is a director or trustee while acting as a member of any of your elected or appointed committees to perform on your behalf, specific, as distinguished from general directorial acts; or 10 Any natural person who is a non-compensated officer. G.EMPLOYEE does not mean: 1 Any agent, broker, factor, commission merchant, consignee, independent contractor or representative of the same general character; or 2 Any MANAGER, director, or trustee except while performing acts coming within the scope of the usual duties of an EMPLOYEE. H.EMPLOYEE BENEFIT PLAN(S)means, any welfare, or pension Plan listed in the Declarations, on an attached schedule or for which automatic coverage is afforded, that is subject to the Employee Retirement Income Security Act (ERISA) of 1974, as amended. I. FINANCIAL INSTITUTION means: 1 a banking, savings, or thrift institution, or 2 a stock brokerage firm, mutual fund, liquid assets fund or similar investment institution where the INSURED maintains a TRANSFER ACCOUNT. J. FORGERY means the signing of the name of another person or organization with intent to deceive; it does not mean a signature which consists in whole or in part of one's own name signed with or without authority, in any capacity, for any purpose. K.FRAUDULENT INSTRUCTION means: 1 An electronic, telegraphic, cable, teletype, telefacsimile or telephone instruction which purports to have been transmitted by you, but which was in fact fraudulently transmitted by someone else without your knowledge or consent; 2 A written instruction (other than those described in Insuring Agreement B.) issued by you, which was forged or altered by someone other than you without your knowledge or consent, or which purports to have been issued by you, but was in fact fraudulently issued without your knowledge or consent; or 3 An electronic, telegraphic, cable, teletype, telefacsimile, telephone or written instruction initially received by you which purports to have been transmitted by an EMPLOYEE but which was in fact fraudulently transmitted by someone else without your or the EMPLOYEE'S knowledge or consent. L.FUNDS means MONEY and SECURITIES M.FUNDS TRANSFER FRAUD means: 1 electronic, telegraphic, cable, teletype or telephone instructions fraudulently transmitted to a FINANCIAL INSTITUTION directing such institution to debit a TRANSFER ACCOUNT and to transfer, pay or deliver MONEY or SECURITIES from such TRANSFER ACCOUNT which instructions purport to have been transmitted by the INSURED but were in fact fraudulently transmitted by someone other than the INSURED without its knowledge or consent; or 2 fraudulent written instructions (other than those covered under Insuring Agreement B) issued to a FINANCIAL INSTITUTION directing such institution to debit a TRANSFER ACCOUNT and to transfer, pay or deliver MONEY or SECURITIES from such TRANSFER ACCOUNT by use of an PI-CRP-02 (06/05) Page 15 of 16 electronic funds transfer system at specified intervals or under specified conditions which instructions purport to have been issued by the INSURED but were in fact fraudulently issued, forged or altered by someone other than the INSURED without its knowledge or consent. N.INSURED means the Named Insured as stated in the Declarations page and, with respect to Insuring Agreement A2 only, any Welfare Plan or Pension Plan sponsored exclusively by the Named Insured. O.MANAGER means a person serving in a directorial capacity for a limited liability company. P.MEMBER means an owner of a limited liability company represented by its membership interest, who also may serve as a MANAGER. Q.MESSENGER means you, or a relative of yours, or any of your partners or MEMBERS, or any EMPLOYEE while having care and custody of property outside the PREMISES. R.MONEY means: 1 Currency, coins and bank notes in current use and having a face value; and 2 Travelers checks, register checks and money orders held for sale to the public. S.OCCURRENCE means 1 as respects the Employee Theft Insuring Agreement, all loss caused by, or involving, one or more EMPLOYEES, whether the result of a single act or a series of acts. 2 as respects the Forgery or Alteration Insuring Agreement, all loss caused by any person or in which that person is involved, whether the loss involves one or more instruments. 3 as respects all other Insuring Agreements, an act or series of related acts involving one or more persons; or an act or event or a series of related acts or events not involving any person. T.OTHER PROPERTY means any tangible property other than MONEY and SECURITIES that has intrinsic value but does not include any property excluded under this policy. U.PREMISES means the interior of that portion of any building you occupy in conducting your business. V.ROBBERY means the unlawful taking of property from the care and custody of a person by one who has: 1 Caused or threatened to cause that person bodily harm; or 2 Committed an obviously unlawful act witnessed by that person. W.SAFE BURGLARY means the unlawful taking of: 1 Property from within a locked safe or vault by a person unlawfully entering the safe or vault as evidenced by marks of forcible entry upon its exterior; or 2 A safe or vault from inside the PREMISES. X.SECURITIES means negotiable and nonnegotiable instruments or contracts representing either MONEY or property and includes: 1 Tokens, tickets, revenue and other stamps (whether represented by actual stamps or unused value in a meter) in current use; and 2 Evidences of debt issued in connection with credit or charge cards, which cards are not issued by you; but does not include MONEY. PI-CRP-02 (06/05) Page 16 of 16 Y.THEFT means the unlawful taking of MONEY,SECURITIES or OTHER PROPERTY to the deprivation of the INSURED. Z.TRANSFER ACCOUNT means an account maintained by you at a financial institution from which you can initiate the transfer, payment or delivery of FUNDS: 1 By means of electronic, telegraphic, cable, teletype, telefacsimile or telephone instructions communicated directly through an electronic funds transfer system; or 2 By means of written instructions (other than those described in Insuring Agreement B.) establishing the conditions under which such transfers are to be initiated by such financial institution through an electronic funds transfer system. . AA. WATCHPERSON means any person you retain specifically to have care and custody of property inside the PREMISES and who has no other duties. PI-CRP-13 (06/05) Page 1 of 1 Includes copyright material of the Insurance Services Office Inc., used with its permission THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. POLICY BRIDGE –DISCOVERY REPLACING LOSS SUSTAINED This endorsement modifies the insurance provided under the following: CRIME PROTECTION PLUS This endorsement modifies insurance provided under V. CONDITIONS, F. Discovery Option. PROVISIONS The Policy to which this endorsement is attached replaces similar prior insurance that provided you with an extension of time after the policy period to discover loss that occurred during the term of the prior insurance In regard to loss discovered during this extended period of time, V. CONDITION R, Other lnsurance, is replaced by the following: 1. We will not pay for loss that occurred during the term of the prior insurance and discovered by you during the extended period to discover loss, unless the amount of loss exceeds the Limit of lnsurance of your prior policy In that case, we will pay for the excess loss subject to the terms and provisions of this Policy. 2. However, any payment we make for the excess loss will not be greater than the difference between the Limit of lnsurance of your prior policy and the Limit of lnsurance shown in the Declarations We will not apply our Deductible to this excess loss. PI-CRP-023 (11/19) PI-CRP-023 (11/19)Page 1 of 6 © 2019 Philadelphia Consolidated Holding Corp. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CRIME PROTECTION PLUS PRO-PAK This endorsement modifies the insurance provided under the following: CRIME PROTECTION PLUS I. Schedule of Additional Coverages and Condition Amendments: The following is a summary of additional coverages and condition amendments provided by this endorsement. This endorsement is subject to the provisions of your policy. Specific exclusionary endorsements attached to the policy supersede coverage provisions contained in this endorsement. Additional Coverages Limit of Insurance Page # Include Expenses Incurred To Establish Amount of Covered Loss The Lesser of $100,000 or 25% of the Covered Loss 1 Computer Violation and Data Reconstruction Expense The Lesser of $50,000 or 25% of the Covered Loss 2 Condition Amendments Revision Page # Insuring Agreement A.D. ERISA Fidelity Amendments Amending Exclusions A, H, J and K to comply with ERISA requirements 3 Cancellation As To Any Employee $25,000 3 Consolidation – Merger 30% of your total assets 3 Loss Notice Threshold Exceeds 25% of the applicable Deductible Amount 4 Definition Amendment Amends definition of Employee to include terminated employees for 90 days 4 II. Additional Coverages A. Include Expenses Incurred to Establish Amount of Covered Loss The following is added to I. INSURING AGREEMENTS, A1. EMPLOYEE THEFT AND CLIENT PROPERTY: 3.Include Expenses Incurred to Establish Amount of Covered Loss a.We will pay for reasonable costs, fees or other expenses that you incur and pay to an independent accounting, auditing, or other similar service used to determine the amount of loss covered under this insurance. PI-CRP-023 (11/19) PI-CRP-023 (11/19)Page 2 of 6 © 2019 Philadelphia Consolidated Holding Corp. b.We will pay for reasonable costs, fees or other expenses after settlement of covered loss. c.Section IV. EXCLUSIONS, D.3., is deleted in its entirety and replaced with the following: “Payment of costs, fees or other expenses you incur in establishing the existence of loss under this policy.” d.We will have no liability to pay any such costs, fees or other expenses if the amount of the covered loss does not exceed the Deductible Amount of the applicable Insuring Agreement. We will then pay the amount of loss in excess of the Deductible Amount, up to the Limit of Insurance, shown in e. below. e. The most that we will pay for reasonable costs, fees or other expenses is limited to the lesser of the Limit of Insurance of $100,000 or 25% of the Covered Loss. The amount that we will pay is part of, not in addition to, the Limit of Insurance for the EMPLOYEE THEFT AND CLIENT PROPERTY Insuring Agreement shown in the DECLARATIONS. B. Computer Violation and Data Reconstruction Expense Coverage The following is added to I. INSURING AGREEMENTS, F. COMPUTER FRAUD AND FUNDS TRANSFER FRAUD: 3.Computer Violation and Data Reconstruction Expense Coverage a. We will pay for reasonable costs, fees or other expenses, other than your internal costs (such as EMPLOYEE salary or costs associated with restoring DATA from backup), incurred by you, with our prior written consent, to reproduce or duplicate DATA or computer programs damaged or destroyed by a COMPUTER ATTACK. If such DATA or computer programs cannot be duplicated from other DATA or computer programs, then we will also pay reasonable costs incurred for computer time, computer programmers, technical experts or consultants to restore such DATA or computer programs to substantially the same level or operational capability existing immediately before the covered loss. However, we will not pay for any expenses incurred by a CLIENT. b.We will pay for reasonable costs, fees or other expenses after restoration of DATA is completed. c.The following, when used in this section, are defined as follows: 1. COMPUTER ATTACK means UNAUTHORIZED ACCESS OR USE or transmission or receipt of a CYBERTOXIN that alters, corrupts, destroys, disrupts, deletes, or damages DATA, provided any of the foregoing is intentional, and specifically targeted at you. Recurrence of the same CYBERTOXIN after the insured COMPUTER NETWORK has been restored shall be considered a separate OCCURRENCE. 2. COMPUTER NETWORK means computer hardware, software, firmware, storage media, and components thereof, including electronic DATA stored thereon, which are linked together through a network of two or more computers, including such networks accessible through the INTERNET and any extranets, intranets, or virtual private networks. COMPUTER NETWORK shall also include off-line media libraries. 3. CYBERTOXIN means an unauthorized corrupting or harmful piece of code. CYBERTOXIN includes, but is not limited to, computer viruses, adware, spyware, Trojan horses, worms, nematodes and time or logic bombs. PI-CRP-023 (11/19) PI-CRP-023 (11/19)Page 3 of 6 © 2019 Philadelphia Consolidated Holding Corp. 4. DATA means information electronically stored or processed in a COMPUTER NETWORK. 5. INTERNET means a worldwide network of computer networks that facilitate data transmission and exchange, including any future form the INTERNET might take. 6. UNAUTHORIZED ACCESS OR USE means the gaining of access to a COMPUTER NETWORK by an unauthorized person or persons or the use of a COMPUTER NETWORK by an unauthorized person or persons or an authorized person or persons in an unauthorized manner. d.We will have no liability to pay any such costs, fees or other expenses if the amount of the covered loss does not exceed the Deductible Amount of the applicable Insuring Agreement. We will then pay the amount of loss in excess of the Deductible Amount, up to the Limit of Insurance, shown in e. below. e.The most that we will pay for reasonable costs, fees or other expenses is limited to the lesser of the Limit of Insurance of $50,000 or 25% of the Covered Loss. The amount that we will pay is part of, not in addition to, the Limit of Insurance for the COMPUTER FRAUD AND FUNDS TRANSFER FRAUD Insuring Agreement shown in the DECLARATIONS. III. Insuring Agreement A2. ERISA Fidelity Amendments The following amendments apply solely as respects coverage afforded under Insuring Agreement A.2. ERISA FIDELITY: A. Exclusion A. is deleted and replaced by the following: A. Loss resulting from THEFT or any other dishonest or fraudulent act committed by: 1. You; or 2. Any of your partners or MEMBERS; or 3. Any officer or employee who has a 25% interest or greater ownership interest in any one or more of those entities named as INSUREDS Whether acting alone or in collusion with other persons, except while handling MONEY, SECURITIES, or OTHER PROPERTY of an EMPLOYEE BENEFIT PLAN(S). B. Exclusion H is deleted in its entirety. C. Exclusion J. is deleted and replaced with the following: J. 1. The disclosure or use of another person's or organization's confidential or personal information, except as provided in Paragraph 2 2. The disclosure of your or an EMPLOYEE BENEFIT PLAN participant's confidential or personal information. However, this Paragraph (2) does not apply to loss otherwise covered under Insuring Agreement A.1. that results directly from the use of your or an EMPLOYEE BENEFIT PLAN participant's confidential or personal information. For the purposes of this exclusion, confidential or personal information includes, but is not limited to, patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information, retirement or health savings account information or any other type of nonpublic information. PI-CRP-023 (11/19) PI-CRP-023 (11/19)Page 4 of 6 © 2019 Philadelphia Consolidated Holding Corp. D. Exclusion K. 3 and K.4. are deleted in their entirety. IV. Section V. Conditions Amendments A. Amended Cancellation As To Any Employee Section V. CONDITIONS, Paragraph A., is deleted in its entirety and replaced with the following: A.Cancellation as to any EMPLOYEE 1.This policy is cancelled as to any EMPLOYEE: a. Immediately upon discovery by: (i)You; or (ii)Any of your partners, MEMBERS,MANAGERS, officers, directors or trustees not in collusion with the EMPLOYEE; of THEFT or any other dishonest act committed by the EMPLOYEE whether before or after becoming employed by you, unless the amount of such loss is $25,000 or less. 2.On the date specified in a notice mailed to the first Named Insured. That date will be at least 60 days after the date of mailing. We will mail or deliver our notice to the first Named Insured’s last mailing address known to us. If notice is mailed, proof of mailing will be sufficient proof of notice. B. Amended Consolidation – Merger Condition Section V. CONDITIONS, Paragraph E., is deleted in its entirety and replaced with the following: E.Consolidation – Merger If through consolidation or merger with, or purchase or acquisition of assets or liabilities of, some other entity, any additional persons become EMPLOYEES, or you acquire the use and control of any additional PREMISES: 1.You must give us written notice and obtain our written consent to extend this insurance to such additional EMPLOYEES or PREMISES. We may condition our consent upon payment of an additional premium; 2. For the first 90 days after the effective date of such consolidation, merger, or purchase or acquisition of assets or liabilities, any insurance afforded for EMPLOYEES or PREMISES also applies to these additional EMPLOYEES or PREMISES for acts committed or events occurring within this 90-day period, or prior to the end of the policy period, whichever occurs first. If the consolidation or merger with, or purchase of assets of some other entity exceeds 30% of your assets, we require the insured to notify us within 90 days and provide any PI-CRP-023 (11/19) PI-CRP-023 (11/19)Page 5 of 6 © 2019 Philadelphia Consolidated Holding Corp. underwriting information the underwriter requires, at which time the underwriter will determine whether coverage will be extended for this transaction and whether an additional premium will apply. However, we agree to automatically extend such coverage, without the payment of an additional premium for the remainder of the Policy Period, as is afforded under this policy to any consolidation or merger with, or purchase of assets of, some other entity which has less than 30% of your total assets as reflected on your most recent fiscal year-end financial statement. C. Amended Loss Notice Threshold Section V. CONDITIONS, Paragraph H., is deleted in its entirety and replaced with the following: H.Duties In The Event Of Loss After you discover a loss or a situation that may result in loss of or damage to MONEY, SECURITIES, or OTHER PROPERTY that exceeds 25% of the applicable Deductible Amount, you must: 1.Notify us as soon as possible. If you have reason to believe that any loss (except for loss covered under Insuring Agreements A1., A2. or B.) involves a violation of law, you must also notify the local law enforcement authorities. 2.Submit to examination under oath at our request and give us a signed statement of your answers. 3.Give us a detailed, sworn proof of loss within 120 days. 4.Cooperate with us in the investigation and settlement of any claim. V. Definition Amendment Section VI. DEFINITIONS, Paragraph F. 1 and 2 are deleted in their entirety and replaced with the following: F. EMPLOYEE: 1. Any natural person: a. While in your service or for 90 days after termination of service; b. Whom you compensate directly by salary, wages or commissions; and c. Whom you have the right to direct and control while performing services for you; 2. Any natural person who is furnished temporarily to you: d. To substitute for a permanent EMPLOYEE as defined in Paragraph 1. above, who is on leave; or e. To meet seasonal or short-term work load conditions; PI-CRP-023 (11/19) PI-CRP-023 (11/19)Page 6 of 6 © 2019 Philadelphia Consolidated Holding Corp. while that person is subject to your direction and control and performing services for you, excluding, however, any such person while having care and custody of property outside the PREMISES. All other terms and conditions remain unchanged. Philadelphia Indemnity Insurance Company PI-CRP-25 (07/17) PI-CRP-25 (07/17) 2017 Philadelphia Consolidated Holding Corp. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. FRAUDULENT INDUCEMENT EXCLUSION This endorsement modifies the insurance provided under the following: CRIME PROTECTION PLUS I.Section IV. EXCLUSIONS is amended to include the following: This Policy Does Not Apply To: 1. Loss resulting directly or indirectly from: a. your transfer, payment, or delivery of MONEY, SECURITIES, OTHER PROPERTY, or property of any kind including, but not limited to intangible property that is the direct, or indirect, result of FRAUDULENT INDUCEMENT; b. the giving or surrendering of MONEY, SECURITIES, OTHER PROPERTY,or property of any kind including, but not limited to intangible property in any exchange or purchase, whether genuine or fictitious; or c. any other giving or surrendering of, or voluntary parting with, MONEY, SECURITIES, OTHER PROPERTY, or property of any kind including, but not limited to intangible property whether or not induced by any dishonest or fraudulent act, except when covered under: i. Insuring Agreement A1.; ii. Insuring Agreement E.; II.Section IV. EXCLUSION N. is amended to read: N. Insuring Agreement F. does not apply to: 1. Loss resulting from the giving or surrendering of MONEY, SECURITIES, OTHER PROPERTY,or property of any kind including, but not limited to intangible property. 2. Loss, or that part of any loss, the proof of which as to its existence or amount is dependent upon: a. An inventory computation; or b. A profit or loss computation. Philadelphia Indemnity Insurance Company PI-CRP-25 (07/17) PI-CRP-25 (07/17) 2017 Philadelphia Consolidated Holding Corp. 3. Loss resulting from your, or anyone acting on your express or implied authority, being induced by any dishonest act to voluntarily part with title to or possession of any MONEY, SECURITIES, OTHER PROPERTY, or property of any kind including, but not limited to intangible property. III. Section VI. DEFINITIONS is amended to include the following: AUTHORIZED PERSON means any officer or employee who has a 25% interest or greater ownership in any one or more of those entities named as INSUREDS, sole proprietor, director, trustee, natural person partner, LLC Manager or LLC Member who is authorized by the Insured to transfer, pay, or deliver MONEY or SECURITIES or to instruct EMPLOYEES to transfer, pay or deliver MONEY or SECURITIES. COMMUNICATION means an electronic, telegraphic, cable, teletype, telephonic voice, telefacsimile, or written instruction received by an EMPLOYEE that: 1. directs the EMPLOYEE to transfer, pay, or deliver MONEY or SECURITIES; 2. contains a misrepresentation of a material fact; and 3. is relied upon by the EMPLOYEE, believing the material fact to be true. COMPUTER PROGRAM means a set of related electronic instructions that direct the operations and functions of a COMPUTER SYSTEM or devices connected to it that enable the COMPUTER SYSTEM or devices to receive, process, store, retrieve, send, create or otherwise act upon ELECTRONIC DATA. COMPUTER SYSTEM means: 1. any computer; and 2. any input, output, processing, storage or communication device, or any related network, cloud service, operating system, or application, that is connected to, or used in connection with such computer, that is rented by, owned by, leased by, licensed to, or under the direct operational control of, the INSURED. ELECTRONIC DATA means facts or information converted to a form: 1. usable in a COMPUTER SYSTEM; 2. that does not provide instructions or directions to a COMPUTER SYSTEM; or 3. that is stored on electronic processing media for use by a COMPUTER PROGRAM. FRAUDULENT INDUCEMENT means the intentional misleading of an EMPLOYEE by a person purporting to be: 1. a VENDOR 2. a CLIENT; 3. an EMPLOYEE; or 4. an AUTHORIZED PERSON, Philadelphia Indemnity Insurance Company PI-CRP-25 (07/17) PI-CRP-25 (07/17) 2017 Philadelphia Consolidated Holding Corp. through the use of a COMMUNICATION. FRAUDULENT INDUCEMENT does not include COMPUTER FRAUD or FUNDS TRANSFER FRAUD. VENDOR means an entity or natural person that has provided goods or services to the Insured under a genuine, preexisting: 1. written agreement; or 2. other agreed upon arrangement. VENDOR does not include any FINANCIAL INSTITUTION, asset manager, armored motor vehicle company or similar entity. IV. The following replaces section VI. DEFINITIONS, B. CLIENT: B.CLIENT means any entity or individual for whom you provide goods or services under a written agreement or other agreed upon arrangement. V. The following replaces section VI. DEFINITIONS, C. COMPUTER FRAUD: C.COMPUTER FRAUD means THEFT of property following and directly related to the use of any computer to fraudulently cause a transfer of that property from inside the PREMISES or BANKING PREMISES to a person (other than a MESSENGER) outside those PREMISES or to a place outside those PREMISES. COMPUTER FRAUD does not include FRAUDULENT INDUCEMENT or FUNDS TRANSFER FRAUD. VI. The following replaces section VI. DEFINITIONS, M. FUNDS TRANSFER FRAUD: M.FUNDS TRANFER FRAUD means: 1. an electronic, telegraphic, cable, teletype or telephone instruction fraudulently transmitted to a FINANCIAL INSTITUTION directing such institution to debit a TRANSFER ACCOUNT and to transfer, pay or deliver MONEY or SECURITIES from the TRANSFER ACCOUNT which instruction purports to have been transmitted by the INSURED, but was in fact fraudulently transmitted by someone other than the INSURED without the INSURED’s knowledge or consent; or 2. a fraudulent written instruction, other than one covered under Insuring Agreement B., issued to a FINANCIAL INSTITUTION directing such FINANCIAL INSTITUTION to debit a TRANSFER ACCOUNT and to transfer, pay or deliver MONEY or SECURITIES from such TRANSFER ACCOUNT by use of an electronic funds transfer system at specified intervals or under specified conditions, which written instruction purports to have been issued by the INSURED but was in fact fraudulently issued, the result of FORGERY, or altered by someone other than the INSURED without the INSURED’s knowledge or consent. FUNDS TRANFER FRAUD does not include FRAUDULENT INDUCEMENT or COMPUTER FRAUD. PI-CRP-WA-1 (09/25) Page 1 of 2 Includes copyright material of the Insurance Services Office, Inc., used with its permission. PI-CRP-WA-1 (09/25) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WASHINGTON CHANGES - CANCELLATION This endorsement modifies insurance provided under the following: CRIME PROTECTION PLUS A. Condition B. Cancellation of Policy is replaced by the following: 1. The first Named Insured shown in the Declarations may cancel this policy by mailing or delivering to us advance written notice of cancellation. Notice may be provided using one of these methods: a. Written notice of cancellation to us or the producer by mail, fax or e-mail; b. Surrender of the policy to us or the producer, or c. Verbal notice to us or the producer. If we receive notice of cancellation from the first Named Insured, we must accept and promptly cancel the policy or any binder issued as evidence of coverage effective the later of: a. The date notice is received; or b. The date the first Named insured requests cancellation. 2. We may cancel this policy by mailing or delivering to the first Named Insured written notice of cancellation at least: a. 10 days before the effective date of cancellation if we cancel for nonpayment of premium; or b. 60 days before the effective date of cancellation if we cancel for any other reason. 3. We will mail or deliver our notice indicating our actual reason for cancellation to the first Named We will also mail to any person shown in this policy with an interest in Covered Property, at their last mailing address known to us, written notice of cancellation, for any reason, at least 60 days prior to the effective date of cancellation. 4. Notice of cancellation will state the effective date of cancellation. The policy period will end on that date. 5. If this policy is cancelled, we will send the first Named Insured any premium refund due. If we cancel, the refund will be pro rata. If the first Named Insured cancels, the refund will be at least 90% of the pro rata refund. The cancellation will be effective even if we have not made or offered a refund. 6. If notice is mailed, proof of mailing will be sufficient proof of notice. PI-CRP-WA-1 (09/25) Page 2 of 2 Includes copyright material of the Insurance Services Office, Inc., used with its permission. PI-CRP-WA-1 (09/25) B. The following is added: Non-Renewal We may elect not to renew this policy by mailing or delivering written notice of non-renewal stating the reasons for non- also mail to any person shown in this policy with a financial interest in Covered Property, at their last mailing address known to us, written notice of non-renewal. We will mail or deliver these notices at least 60 days before the: 1. Expiration of the policy; or 2. Anniversary date of this policy if this policy has been written for a term of more than one year. If we offer to renew or continue this policy and you do not accept it, the policy will terminate at the end of the current policy period. If you do not pay the required renewal or continuation premium when it is due, this will mean you have not accepted our offer. C. The following is added to Condition Y. Transfer of Your Rights of Recovery Against Others to Us: Recoveries Any recovery or salvage on a loss will accrue entirely to our benefit until the sum paid by us has been made up. But, we will be entitled to any other recovery only after you have been fully compensated for the loss. If any person or organization to or for whom we make payment under this insurance has rights to recover damages from another, those rights are transferred to us to the extent of our payment. That person or organization must do everything necessary to secure our rights and must do nothing after loss to impair them. D. Condition Z. Valuation Settlement, Section 1.c.(ii) is replaced by the following: (ii) The cost to replace the lost or damaged property with new property of comparable material and quality and used for the same purpose; or