APPLICATION FOR MANAGEMENT LIABILITY INSURANCE FOR PROFESSIONAL FIRMS

Executive Risk Indemnity Inc. Home Office: 82 Hopmeadow Street Simsbury, Connecticut 06070-7683 APPLICATION FOR MANAGEMENT LIABILITY INSURANCE FOR PROFESSIONAL FIRMS NOTICE: THE POLICY FOR WHICH APPLICATION IS MADE APPLIES, SUBJECT TO ITS TERMS, ONLY TO CLAIMS FIRST MADE DURING THE POLICY PERIOD, OR ANY APPLICABLE EXTENDED REPORTING PERIOD. THE LIMIT OF LIABILITY AVAILABLE TO PAY DAMAGES OR SETTLEMENTS WILL BE REDUCED, AND MAY BE EXHAUSTED, BY DEFENSE EXPENSES, AND DEFENSE EXPENSES WILL BE APPLIED AGAINST THE RETENTION. READ THE ENTIRE APPLICATION CAREFULLY BEFORE SIGNING. 1. PLEASE PROVIDE COPIES OF THE FOLLOWING: Partnership Agreement, Bylaws and Charter; Audited Financial Statements or the equivalent for the most recent fiscal year, including all notes and schedules; Accounts Receivable Aging; Firm Organizational Chart; and Firm Brochures. 2. GENERAL INFORMATION A. Applicant s name: Applicant s address: Applicant s Website: Nature of operations: Number of years in business: B. List all locations or branch offices. Please use a separate addendum if necessary. City State Years in Operation If any branch office has been in existence less than two (2) years, please complete a New Branch Supplement for each such branch office. C. Current Insurance: 1. D&O (Directors & Officers Liability) 2. EPL (Employment Practices Liability) a. Carrier(s) a. Carrier(s) b. Limit b. Limit c. Premium c. Premium d. Expiration d. Expiration 3. Professional Liability 4. Fiduciary Liability a. Carrier(s) a. Carrier(s) b. Limit b. Limit c. Premium c. Premium d. Expiration d. Expiration Form C33052 (Ed. 3/2003) 1 Catalog No. 14-03-0551

D. MISSOURI APPLICANTS/AGENTS - DO NOT ANSWER THIS QUESTION. Has a previous insurer that has issued management liability, D & O or employment practices liability coverage to Applicant (either on a stand alone basis or as supplemental coverage provided under some other type of insurance) ever canceled, non-renewed or reduced limits on renewal of such coverage? Yes No If Yes, provide details of the circumstances of cancellation or non-renewal on a separate addendum. E. Desired coverage: Limit of liability: Retention: 3. FIRM COMPOSITION AND MANAGEMENT A. Current number of: Partners (Shareholders): All other full-time employees: All other professionals: Part-time employees (including seasonal and temporary): B. Please list the committees or boards for which this insurance is sought that are responsible for matters concerning the Applicant s business operations and finances, and indicate the number of individuals comprising each committee or board. Please use a separate addendum if necessary. Committee/Board Responsibilities Number of Members C. Please describe the method and criteria for election or appointment to the committees and boards listed in 3.B. above as well as the length of the term of service on each. Please use a separate addendum if necessary. D. Have there been any changes in the committees or boards listed in 3.B. above within the past three (3) years for reasons other than death, retirement or term limit? Yes No If "Yes," please explain. E. Please list the titles of the positions of any individuals serving as administrator, executive or financial officer of the Applicant who are not also practicing professionals of the Applicant and provide a brief description of each office. Title Description Form C33052 (Ed. 3/2003) 2 Catalog No. 14-03-0551

F. Stock Ownership: If the Applicant is organized as a corporation, please complete the following table and question F(1) below. If the Applicant is organized other than as a corporation, please proceed to question F(2) below. Classes Total Number of Shares Votes Per Share Percentage Owned by Each Committee/Board Identified in Question 3.B. A % B % C % (1) Does any shareholder own five percent (5%) or more of the voting shares? If so, designate names, percentages of holdings, and any membership in a Committee or Board identified in Question 3.B. (If no such shareholders, check here None. ) (2) Does any partner, principal or member own five percent (5%) or more of the equity in the Applicant? If so, designate names, percentages of holdings, and any membership in a Committee or Board identified in Question 3.B. (If no such persons, check here None. ) (3) How many shareholders, partners, principals, or members are not responsible for the Applicant s business operations or finances? 4. CLAIMS HISTORY A. (1) After inquiry, have any claims or suits been made by or against the Applicant or any Committee or Board listed in item 3.B. above? Yes No If yes, please complete a Claim Summary Supplement for each such claim or suit. (2) After inquiry, have any claims or suits been made by or against any individual in his or her capacity as a past or present member of any of the Committees or Boards listed in item 3.B. above or any similar committees or boards, or any individual serving the Applicant in any of the positions listed in item 3.E. above, or in any similar administrative or financial position? Yes No If yes, please complete a Claim Summary Supplement for each such claim or suit. B. (1) After inquiry, please provide a listing of any facts or circumstances which might reasonably be expected to give rise to a claim being made by or against the Applicant or any Committee or Board listed in item 3.B. above. Please use a separate addendum if necessary. Form C33052 (Ed. 3/2003) 3 Catalog No. 14-03-0551

(2) After inquiry, please provide a listing of any facts or circumstances which might reasonably be expected to give rise to claims being made by or against any past or present members of the Committees or Boards listed in item 3.B. above or by or against any individual serving in any of the positions listed in item 3.E. above. Please use a separate addendum if necessary. Without prejudice to any other rights and remedies of the Underwriter, any claim arising from any claims, facts, circumstances, or situations required to be disclosed in response to 4.A. or 4.B. above is excluded from the proposed insurance. 5. APPLICANT S PRACTICE A. Please provide the following information regarding the Applicant s five (5) largest practice areas (please use a separate addendum if necessary): Practice Area Description of Professional Services and Representative Clients Approximate # of Professionals in Area* Approximate % of Gross Billings Last Fiscal Year * Need not equal total number of professionals where professionals perform work in a number of areas. B. How many of the Applicant s partners, principals, directors, officers or shareholders have left the Applicant in the last five (5) years? If the Applicant suffered any loss of clients as a result of any such departures, what percentage of Applicant s billables did such loss represent? C. If the Applicant answers Yes to any of the following questions, please provide further details on a separate addendum. (1) Has the Applicant closed any branch offices or had any layoffs in the last five (5) years? Yes No (2) Has the Applicant acquired or merged with any other entity in the last five (5) years? Yes No If Yes to question 5.C.(2)., did the acquisition include the assumption of liabilities? Yes No (3) Does the Applicant anticipate any branch or office opening or closing, or any merger, consolidations or layoffs within the next twenty-four months? Yes No D. What managerial and financial reports are distributed to the partnership and how often are they distributed? 6. FINANCIAL INFORMATION A. On a separate addendum, please list all loans made by the Applicant to partners, principals or shareholders of the Applicant as well as the original principal amount of the loan, the amount currently outstanding, the maturity date and the purpose of the loan. Form C33052 (Ed. 3/2003) 4 Catalog No. 14-03-0551

B. On a separate addendum, please list all obligations owed by the Applicant to partners, principals or shareholders of the Applicant, including loans made by partners, principals or shareholders of the Applicant to the Applicant as well as the original principal amount of the loan or obligation, the amount currently outstanding, the maturity date and the purpose of the loan or obligation. C. On a separate addendum, please describe the Applicant s process and criteria for determining the compensation of the Applicant s partners, principals or shareholders. D. Are any of the Applicant s financial obligations specifically nonrecourse to the partners or shareholders of the Applicant? Yes No NOTICE TO APPLICANT PLEASE READ CAREFULLY. FOR THE PURPOSES OF THIS APPLICATION, THE UNDERSIGNED AUTHORIZED AGENT OF THE PERSON(S) AND ENTITY(IES) PROPOSED FOR THIS INSURANCE DECLARES THAT TO THE BEST OF HIS/HER KNOWLEDGE AND BELIEF, AFTER REASONABLE INQUIRY, THE STATEMENTS HEREIN ARE TRUE AND COMPLETE. THE UNDERWRITER IS AUTHORIZED TO MAKE INQUIRY IN CONNECTION WITH THIS APPLICATION. SIGNING THIS APPLICATION DOES NOT BIND THE UNDERWRITER TO COMPLETE, OR THE APPLICANT TO PURCHASE, THE INSURANCE. THE INFORMATION CONTAINED IN AND SUBMITTED WITH THIS APPLICATION IS ON FILE WITH THE UNDERWRITER AND ALONG WITH THE APPLICATION IS CONSIDERED PHYSICALLY ATTACHED TO THE POLICY AND WILL BECOME A PART OF IT. THE UNDERWRITER WILL HAVE RELIED UPON THIS APPLICATION AND ATTACHMENTS IN ISSUING ANY POLICY. THE APPLICATION WILL BECOME A PART OF SUCH POLICY IF ISSUED. IF THE INFORMATION IN THIS APPLICATION MATERIALLY CHANGES PRIOR TO THE EFFECTIVE DATE OF THE POLICY, THE APPLICANT WILL NOTIFY THE UNDERWRITER, WHO MAY MODIFY OR WITHDRAW ANY OUTSTANDING QUOTATION. THE UNDERSIGNED DECLARES THAT THE PERSON(S) AND ENTITY(IES) PROPOSED FOR THIS INSURANCE UNDERSTAND THAT (I) THE POLICY SHALL APPLY ONLY TO CLAIMS MADE (OR DEEMED MADE) TO THE UNDERWRITER DURING THE POLICY PERIOD OR TO CLAIMS MADE TO THE UNDERWRITER DURING ANY APPLICABLE EXTENDED REPORTING PERIOD ; (II) THE LIMIT OF LIABILITY CONTAINED IN THE POLICY SHALL BE REDUCED, AND MAY BE COMPLETELY EXHAUSTED, BY THE COSTS OF DEFENSE AND, IN SUCH EVENT, THE UNDERWRITER SHALL NOT BE LIABLE FOR THE COSTS OF DEFENSE OR FOR THE AMOUNT OF ANY JUDGMENT OR SETTLEMENT TO THE EXTENT THAT SUCH COST OR AMOUNT EXCEEDS THE LIMIT OF LIABILITY IN THE POLICY; AND (III) THE DEFENSE COSTS THAT ARE INCURRED SHALL BE APPLIED AGAINST THE RETENTION AMOUNT. NOTICE TO ARKANSAS, MINNESOTA, AND OHIO APPLICANTS: ANY PERSON WHO, WITH INTENT TO DEFRAUD OR KNOWING THAT HE/SHE IS FACILITATING A FRAUD AGAINST AN INSURER, SUBMITS AN APPLICATION OR FILES A CLAIM CONTAINING A FALSE OR DECEPTIVE STATEMENT IS GUILTY OF INSURANCE FRAUD, WHICH IS A CRIME. NOTICE TO COLORADO APPLICANTS: IT IS UNLAWFUL TO KNOWINGLY PROVIDE FALSE, INCOMPLETE, OR MISLEADING FACTS OR INFORMATION TO AN INSURANCE COMPANY FOR THE PURPOSE OF DEFRAUDING OR ATTEMPTING TO DEFRAUD THE COMPANY. PENALTIES MAY INCLUDE IMPRISONMENT, FINES, DENIAL OF INSURANCE, AND CIVIL DAMAGES. ANY INSURANCE COMPANY OR AGENT OF AN INSURANCE COMPANY WHO KNOWINGLY PROVIDES FALSE, INCOMPLETE, OR MISLEADING FACTS OR INFORMATION TO A POLICY HOLDER OR CLAIMANT FOR THE PURPOSE OF DEFRAUDING OR ATTEMPTING TO DEFRAUD THE POLICY HOLDER OR CLAIMANT WITH REGARD TO A SETTLEMENT OR AWARD PAYABLE FROM INSURANCE PROCEEDS SHALL BE REPORTED TO THE COLORADO DIVISION OF INSURANCE WITHIN THE DEPARTMENT OF REGULATORY AGENCIES. NOTICE TO DISTRICT OF COLUMBIA, MAINE AND VIRGINIA APPLICANTS: IT IS A CRIME TO KNOWINGLY PROVIDE FALSE, INCOMPLETE OR MISLEADING INFORMATION TO AN INSURANCE COMPANY FOR THE PURPOSE OF DEFRAUDING THE COMPANY. PENALTIES MAY INCLUDE IMPRISONMENT, FINES, OR A DENIAL OF INSURANCE BENEFITS. Form C33052 (Ed. 3/2003) 5 Catalog No. 14-03-0551

NOTICE TO FLORIDA APPLICANTS: ANY PERSON WHO, KNOWINGLY AND WITH INTENT TO INJURE, DEFRAUD, OR DECEIVE ANY EMPLOYER OR EMPLOYEE, INSURANCE COMPANY, OR SELF-INSURED PROGRAM, FILES A STATEMENT OF CLAIM OR AN APPLICATION CONTAINING ANY FALSE OR MISLEADING INFORMATION IS GUILTY OF A FELONY OF THE THIRD DEGREE. NOTICE TO KENTUCKY APPLICANTS: ANY PERSON WHO KNOWINGLY AND WITH INTENT TO DEFRAUD ANY INSURANCE COMPANY OR OTHER PERSON FILES AN APPLICATION FOR INSURANCE CONTAINING ANY FALSE INFORMATION, OR CONCEALS FOR THE PURPOSE OF MISLEADING, INFORMATION CONCERNING ANY FACT MATERIAL THERETO, COMMITS A FRAUDULENT INSURANCE ACT, WHICH IS A CRIME. NOTICE TO LOUISIANA AND NEW MEXICO APPLICANTS: ANY PERSON WHO KNOWINGLY PRESENTS A FALSE OR FRAUDULENT CLAIM FOR PAYMENT OF A LOSS OR BENEFIT OR KNOWINGLY PRESENTS FALSE INFORMATION IN AN APPLICATION FOR INSURANCE IS GUILTY OF A CRIME AND MAY BE SUBJECT TO CIVIL FINES AND CRIMINAL PENALTIES. NOTICE TO MARYLAND APPLICANTS: ANY PERSON WHO, WITH INTENT TO DEFRAUD OR KNOWING THAT HE/SHE IS FACILITATING A FRAUD AGAINST AN INSURER, SUBMITS AN APPLICATION OR FILES A CLAIM CONTAINING A FALSE OR DECEPTIVE STATEMENT MAY BE GUILTY OF INSURANCE FRAUD. NOTICE TO NEW JERSEY APPLICANTS: ANY PERSON WHO INCLUDES ANY FALSE OR MISLEADING INFORMATION ON AN APPLICATION FOR AN INSURANCE POLICY IS SUBJECT TO CRIMINAL AND CIVIL PENALTIES. NOTICE TO NEW YORK APPLICANTS: ANY PERSON WHO KNOWINGLY AND WITH INTENT TO DEFRAUD ANY INSURANCE COMPANY OR OTHER PERSON FILES AN APPLICATION FOR INSURANCE OR STATEMENT OF CLAIM CONTAINING ANY MATERIALLY FALSE INFORMATION, OR CONCEALS FOR THE PURPOSE OF MISLEADING, INFORMATION CONCERNING ANY FACT MATERIAL THERETO, COMMITS A FRAUDULENT INSURANCE ACT, WHICH IS A CRIME AND SHALL ALSO BE SUBJECT TO A CIVIL PENALTY NOT TO EXCEED FIVE THOUSAND DOLLARS AND THE STATED VALUE OF THE CLAIM FOR EACH SUCH VIOLATION. NOTICE TO OKLAHOMA APPLICANTS: ANY PERSON WHO KNOWINGLY AND WITH INTENT TO INJURE, DEFRAUD OR DECEIVE ANY INSURER, MAKES ANY CLAIM FOR THE PROCEEDS OF AN INSURANCE POLICY CONTAINING ANY FALSE, INCOMPLETE OR MISLEADING INFORMATION IS GUILTY OF A FELONY. NOTICE TO OREGON AND TEXAS APPLICANTS: ANY PERSON WHO MAKES AN INTENTIONAL MISSTATEMENT THAT IS MATERIAL TO THE RISK MAY BE FOUND GUILTY OF INSURANCE FRAUD BY A COURT OF LAW. NOTICE TO PENNSYLVANIA APPLICANTS: ANY PERSON WHO KNOWINGLY AND WITH INTENT TO DEFRAUD ANY INSURANCE COMPANY OR OTHER PERSON FILES AN APPLICATION FOR INSURANCE OR STATEMENT OF CLAIM CONTAINING ANY MATERIALLY FALSE INFORMATION, OR CONCEALS FOR THE PURPOSE OF MISLEADING, INFORMATION CONCERNING ANY FACT MATERIAL THERETO, COMMITS A FRAUDULENT INSURANCE ACT, WHICH IS A CRIME AND SUBJECTS SUCH PERSON TO CRIMINAL AND CIVIL PENALTIES. NOTE: This Application is signed by the undersigned authorized agent of the Applicant on behalf of the Applicant and all of its partners, owners, shareholders, officers, and employees. Authorized Signature of Applicant (Principal, Partner or Shareholder) Date Print Name E-Mail Address Form C33052 (Ed. 3/2003) 6 Catalog No. 14-03-0551

REQUIRED INFORMATION PRODUCED BY (Insurance Agent or Broker): Please print and sign name FIRM NAME: TAXPAYER ID OR SOCIAL SECURITY NO.: PRODUCER LICENSE NO.: ADDRESS (No., Street, City, State, and ZIP): EMAIL ADDRESS: SUBMITTED BY (Firm): TAXPAYER ID OR SOCIAL SECURITY NO.: PRODUCER LICENSE NO.: ADDRESS (No., Street, City, State, and ZIP): Form C33052 (Ed. 3/2003) 7 Catalog No. 14-03-0551