Zurich Corporate Directors & Officers Liability Insurance: Zurich D&O Select. Raising the bar

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Zurich Corporate Directors & Officers

Liability Insurance: Zurich D&O Select

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Zurich’s Corporate Directors & Officers

Liability insurance – Zurich D&O Select

is here to help.

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A changing national and global regulatory and legal landscape, as well as

the impact of heightened scrutiny by the public and the media, has created

unprecedented exposures for corporate directors and officers. Regardless

of industry or type of business, the threat of litigation is real, its potential

sources are many, and the consequences can be enormous.

We’re raising the bar on Corporate Directors & Officers protection.

Our new Corporate D&O coverage – Zurich D&O Select – offers market

leading innovations along with more than 75 policy enhancements,

all backed by the financial stability of Zurich.

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Market leading innovations

Zurich’s new Corporate D&O coverage takes the lead, offering new levels of protection that respond to today’s risk environment.

Retired Independent Directors Side A

protection provides an additional level of

protection for retired independent directors with personal Side A coverage after all other insurance protection is exhausted.

Environmental Mismanagement claims

extension, including coverage for climate

change and global warming disclosure claims, restricts the pollution exclusion so that it does not apply to traditional management liability exposures such as securities claims, retaliation claims against insured persons and all Side A coverage claims of any nature.

Enhanced definition of claim provides,

in addition to the expanded coverage for Securities Claims, insurance for shareholder derivative demands, investigations (sublimited) and coverage for Wells notices and Target Letters as Claims.

Enhanced Side A Coverage, in addition to

the special provisions for Retired Independent Directors and Environmental Mismanagement Claims, special Side A coverages include full non-rescindability and defense costs for certain pre-claim deposition costs of any Insured Person (such as a grand jury).

Extended Reporting Period (ERP) allows

any individual Insured Persons to elect this option at customized rates, if the policyholder declines to purchase the ERP.

Zurich’s Corporate Directors & Officers

Liability insurance – Zurich D&O Select

is here to help.

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A broader, enhanced policy that

stands apart in the marketplace

In addition to our innovative features, Zurich has worked closely with brokers and customers to enhance our policy and include the critical definitions and coverages they requested. The result: a policy that reflects today’s needs and responds to the current landscape of risk. Here are just a few highlights of the

enhancements we’ve included in our new policy:

Expanded definitions

• Definition of claim includes:

– Request or warrant for extradition – Arbitration or mediation proceeding – Any request or demand to interview

or depose an insured person (IC A and D only)

• Definition of insured persons includes: – In-house general counsel, risk manager,

directors of investor relations and human resources and their functional equivalents – Managers of limited liability companies,

joint ventures and partnerships – Employees with respect to any

Securities Claim

– Employees with respect to any Claim other than a Securities Claim if the claim is also made and maintained against a director or officer

• Definition of loss includes

– Most favorable venue language for determining insurability of punitive, exemplary and multiplied damages – FCPA penalties and election law penalties – §11 and §12 settlements and judgments

covered against insured persons unless final adjudication triggers conduct exclusion

– Pre- and post-judgment interest on covered portion of judgment

• Definition of securities claim includes any statutory or common law related to securities • Definition of subsidiary includes

– Limited liability companies, partnerships, joint ventures, foundations and political action committees sponsored by the policyholder

– 90-day automatic coverage for entities exceeding 20 percent asset threshold (if additional premium ultimately paid, if any)

A portfolio of management solutions

Employment Practices Liability insurance (EPLI) is an essential component of a

well-constructed insurance portfolio as the impact of employee litigation grows. Zurich offers custom solutions for employment practices liability exposures, complemented by risk management tools to help customers better manage their exposures.

Fiduciary Liability insurance helps protect those with fiduciary responsibilities when the poor

performance of a plan or a downturn in the stock market becomes the foundation of litigation by employees and retirees.

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Exclusions

• Insured v. Insured exclusion

– Carveback for bankruptcy, including creditors’ committees, whistleblower claims, claims by directors and officers who have not served for three years and employment-related claims

• Bodily injury/Property damage exclusion – “for” wording

– Carveback for emotional distress in employment-related claims – Carveback for securities claims

General conditions

• Bankruptcy

– Bankruptcy does not relieve insurer of its obligations

– Waiver of bankruptcy stay to allow for advancement of expenses

• Representations and severability – Insuring clause A non-rescindable • Subrogation: insurer cannot subrogate

against insured persons unless conduct exclusions triggered

• Outside position coverage: includes blanket not-for-profit coverage and for profit coverage for private companies in which the Policyholder owns an equity interest.

Superior service and commitment

Claims

Every member of our dedicated D&O claims team is an attorney, with broad knowledge and experience in the complexities of this protection and today’s legal and regulatory environment. To assure a complete understanding of each customer’s particular circumstances, every Corporate D&O customer is assigned a single point of contact for claims, to help assure that we recognize and respond to our customer’s unique needs.

Underwriting

Dedicated D&O underwriting professionals possess the industry experience and

understanding to provide secure and resourceful solutions to meet customers’ needs – in the U.S. and globally.

Risk management and risk insight

Our risk management solutions are designed to combine extensive insurance experience with the consulting capabilities needed to help customers better manage their specific cost of risk

by identifying potential risks early and building solutions to help manage them effectively.

Coming soon!

Security & Privacy coverage

A broader offering for more

classes of business.

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A few of these tools include:

Zurich Multinational Insurance Proposition (MIP):

As the promise and challenges of globalization have dramatically altered the way multinational corporations must think about risk and regulation. Zurich MIP aims to help resolve the uncertainty around the application of licensing laws and premium tax requirements applicable in more than 170 countries where cross-border risk is written. This is critically important to provide protection for any multinational company that has directors and officers in multiple jurisdictions.

ZRisk

This fast and powerful benchmarking tool offers publicly traded customers deeper insight into their litigation risk, drawing on the knowledge and technology of Zurich’s proprietary D&O risk selection model. Customers with active Bloomberg terminals are eligible to access data and run reports as they choose, with selections that offer:

• Stock price volatility measures • Financial distress indicators

• Probability of an SEC class action lawsuit • Risk cost

ZRisk enables customers to compare themselves to peers by industry, by market cap and other measures, and to track the condition of their peer companies as well as their own.

Risk selection and insight

Zurich utilizes sophisticated modeling technology to evaluate the likelihood and severity of a potential claim for each account. The development of our risk selection tool brings a higher level of transparency to the pricing process, offering our customers greater insight into their risk and its cost. This insight can be transformed into the foundation of a meaningful risk management program that leads to a long term alliance.

Commitment

We are recognized not only as highly skilled specialists in the Corporate D&O arena, but are known for the insightful tools and superior service we provide. In fact, it is this level of commitment to our customers that brings us a 90 percent renewal rate.

Look to Zurich’s new

Corporate Directors & Officers

coverage for market-leading

benefits, meaningful risk insights

and protection that works in

today’s volatile environment.

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To learn more,

speak to your regional contact

or call us directly at

866-860-7292

The stability to be there – today and in the future

Zurich has stood the test of time.

Founded more than 135 years ago, the member companies of Zurich Financial Services Group have served customers with consistency and reliability across dramatically changing market conditions. We have weathered good times and bad, building a global presence that now delivers one of the industry’s broadest portfolios of products and services. Our dedication to customer security is embodied in our commitment to the maintenance of a strong balance sheet no matter what the economic conditions of the moment may be. • We have been in business since 1872. • Currently, we are the third largest property/

casualty insurer in the world, doing business in more than 170 countries. • We write property/casualty business for 70 percent of the Global Fortune 100 companies.

• We had a Group business operating profit of USD 5.2 billion in 2008* with 24 consecutive quarters of Group profitability at that point.*

Zurich’s disciplined approach creates

value for our customers. Insurance is our

business, and managing risk is what we do best. We underwrite carefully and manage our operations efficiently. We follow a conservative investment philosophy that has served us well in the past and which is serving us well in today’s turbulent financial environment.

We take a long view, valuing our stability, solvency and the assurance that we will be here for our customers tomorrow and for many years to come.

• Our exposure to U.S. sub-prime is very small. • Exited the credit default swaps market

in 2003.

• We were one of only a handful of global insurance carriers to generate a return on our investment portfolio in 2008.

• Our financial ratings remain strong*

Zurich looks to the future. We believe

that maintaining customer relevance means delivering risk insights and innovative products and services that anticipate and answer changing needs. We are totally committed to delivering what matters today and tomorrow. We continue to transform our organization to become easier to do business with and to define the Zurich customer experience. We have the strength and confidence to look ahead to new growth opportunities, tempered by the understanding that we earn market leadership one customer at a time. • Our strong capital base positions us well

for new growth opportunities.

• We’ve put our employees closer to the customer by increasing the number of customer-facing employees in our North American organization.

* Please visit www.zurichna.com for updated information.

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Zurich

One Liberty Plaza, New York, New York 10006 866 860 7292 www.zurichna.com

This is intended as a general description of certain types of insurance and services available to qualified customers through the companies of Zurich in North America. Your policy is the contract that specifically and fully describes your coverage. The description of the policy provisions gives a broad overview of coverages and does not revise or amend the policy.

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