ENDORSEMENT # This endorsement, effective 12:01 a.m., forms a part of Policy No. issued to by. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. MINNESOTA AMENDATORY ENDORSEMENT This endorsement modifies insurance provided under the following: TITLE AGENT PROFESSIONAL LIABILITY - ERRORS AND OMISSIONS INSURANCE I. The Notice at the top of page 1 is replaced by the following: THIS IS A CLAIMS MADE AND REPORTED POLICY. THIS MEANS THAT ONLY CLAIMS ACTUALLY MADE DURING THE POLICY PERIOD ARE COVERED UNLESS COVERAGE FOR AN EXTENDED REPORTING PERIOD IS PURCHASED. IF AN EXTENDED REPORTING PERIOD IS NOT MADE AVAILABLE TO YOU, YOU RISK HAVING GAPS IN COVERAGE WHEN SWITCHING FROM ONE COMPANY TO ANOTHER. MOREOVER, EVEN IF SUCH A REPORTING PERIOD IS MADE AVAILABLE TO YOU, YOU MAY STILL BE PERSONALLY LIABLE FOR CLAIMS REPORTED AFTER THE PERIOD EXPIRES. CLAIMS-MADE POLICIES DO NOT PROVIDE COVERAGE FOR WRONGFUL ACTS COMMITTED BEFORE A FIXED RETROACTIVE DATE. RATES FOR CLAIMS-MADE POLICIES ARE DISCOUNTED IN THE EARLY YEARS OF A POLICY, BUT INCREASE STEADILY OVER TIME. DEFENSE EXPENSES ARE WITHIN AND REDUCE THE LIMITS OF LIABILITY. PLEASE REVIEW THIS POLICY CAREFULLY. II. Section A. DEFINITIONS, paragraph 4. Damages is replaced by the following: 4. Damages means a monetary judgment or monetary award which the Insured is legally obligated to pay, including: statutory damages; punitive, multiplied or exemplary damages, where insurable by law (Coverage for punitive and exemplary damages does not apply in Minnesota); or post-judgment interest. Damages also means a monetary settlement to which the Company agrees on an Insured s behalf. However, damages do not include: a. taxes, fines, penalties, forfeitures or court-imposed monetary sanctions; b. the return, restitution, reduction, compromise or refund of commissions, fees, premiums, charges, gratuities or other compensation paid to an Insured; c. the cost to correct, complete or re-perform any professional services; d. the cost of compliance with any order for, grant of or agreement to provide non-monetary relief, including services or injunctive relief; e. any amounts uninsurable as a matter of law or public policy; f. any amount related to a disciplinary action; or g. the loss of or unauthorized removal of funds from any Insured s account. TA 100-MN 0115 2015 X.L. America, Inc. Page 1 of 5
III. Section B. WHAT IS COVERED is replaced by the following: B. WHAT IS COVERED Subject to all terms and conditions of this policy, the Company will pay on the Insured s behalf damages and defense expenses arising out of a claim first made against the Insured during the policy period, and reported to the Company, by reason of an actual or alleged negligent act or omission or personal injury, in the performance of professional services that are alleged to have occurred on or after the retroactive date of this policy. IV. The following is added to Section E. LIMITS OF LIABILITY: If a judgment is entered against an Insured for damages covered under this policy and the principal amount of the judgment is within the applicable Limits of Liability, the Company will pay the Insured's share of the costs, disbursements, and prejudgment interest, as determined under section 549.09, included in the judgment even if the total amount of the judgment is in excess of the applicable Limits of Liability. V. Section I. ADDITIONAL TERMS AND CONDITIONS, paragraph 1. Reporting Requirements and Cooperation is replaced by the following: 1. Reporting Requirements and Cooperation a. If any Insured becomes aware of a claim the Insured must: (1) advise the Company as soon as practicable in writing or orally, giving the Company all details including the specific act or omission; the injury or damage which has or may result from such act or omission; the circumstances by which the Insured first became aware of the act or omission; and, the names, addresses and telephone numbers of all persons who may have knowledge or relevant information; (2) preserve all documents and other evidence relating to the claim; (3) send the Company documents relating to the claim when requested; (4) cooperate with the Company and defense counsel in the investigation, defense and settlement of a claim and enforcement of contribution or indemnification actions against others; (5) attend hearings, depositions, and trials if requested; and (6) not admit liability, make any offer of settlement or payments, incur any expense; or assume any obligation arising out of or in any way connected with a claim without the Company s prior written consent. b. If, during the policy period, any Insured becomes aware of an act or omission or personal injury in the performance of professional services that reasonably may be expected to give rise to a claim, the Insured must as soon as practicable report to the Company: (1) such specific act or omission and the identity of each person and entity responsible for such act or omission; (2) the date on which such act or omission took place; (3) the injury which has or may result from such act or omission and the identity of each person and entity subject to such injury; and (4) the circumstances by which the Insured first became aware of such act or omission TA 100-MN 0115 2015 X.L. America, Inc. Page 2 of 5
Any claim subsequently made arising out of such specific act or omission shall be deemed to have been first made at the time such written notice advising of the act or omission or personal injury was received by the Company. Notice given by or on behalf of the Insured to any authorized agent of the Company within this state, with particulars sufficient to identify the Insured shall be deemed to be notice to the Company. VI. Section I. ADDITIONAL TERMS AND CONDITIONS, paragraph 2. Claim Reporting Grace Period is replaced by the following: 2. Claim Reporting Grace Period If a claim is first made against any Insured during the policy period, the Insured may report it to the Company up to and including sixty (60) days following the cancellation, nonrenewal or natural expiration of this policy and the Company will consider it for coverage as if the Insured had reported it to the Company within the policy period, provided the Insured is in compliance with all the terms and conditions of this policy, including payment of all premiums and Deductibles. VII. Section I. ADDITIONAL TERMS AND CONDITIONS, paragraph 6. Extended Claim Reporting Option is replaced by the following: 6. Extended Claim Reporting Option If the Insured or the Company cancels or does not renew this policy, the Named Insured shall have the option to purchase an Extended Claim Reporting Endorsement (ERP), extending the period of time during which claims may be reported but only with respect to claims arising out of professional services rendered prior to the end of the policy period and otherwise covered by this policy. The Named Insured may purchase such ERP only if: a. prior to the end of the policy period, the Named Insured has made all payments when due; b. the Named Insured agrees that the additional premium paid for the ERP is nonrefundable; and c. the Named Insured exercises this option and pays the additional premium within sixty (60) days following the end of the policy period. The additional premium for an ERP shall be: (a) one hundred twenty-five percent (125%) of the annual premium for a one (1) year ERP; (b) one hundred fifty percent (150%) of the annual premium for a two (2) year ERP; (c) two hundred percent (200%) of the annual premium for a three (3) year ERP; (d) two hundred twelve percent (212%) of the annual premium for a four (4) year ERP; (e) two hundred twenty-five percent (225%) of the annual premium for a five (5) year ERP; and (f) two hundred fifty percent (250%) of the annual premium for a six (6) year ERP. The ERP shall be part of and not in addition to the Limit of Liability for this policy. The ERP shall not increase or reinstate the Limit of Liability, which shall be the maximum liability of the Company for the policy period and the ERP combined. TA 100-MN 0115 2015 X.L. America, Inc. Page 3 of 5
VIII. Section I. ADDITIONAL TERMS AND CONDITIONS, paragraph 7. Cancellation/Nonrenewal is replaced by the following: 7. Cancellation/Nonrenewal a. The Named Insured or the Company can cancel this policy by notifying the other in writing. b. If this policy: (1) Is a new policy and has been in effect for less than ninety (90) days and is not a renewal of a policy the Company issued, the Company may cancel this policy by mailing or delivering a written notice of cancellation to the Named Insured and insurance agent, if any. The Company will give notice at least ten (10) days before the effective date of cancellation. (2) Has been in effect for ninety (90) days or more or if this policy is a renewal of a policy the Company issued, the Company may cancel this policy only for the following reasons: (a) nonpayment of premium; (b) misrepresentation or fraud made by or with the knowledge of the Named Insured, in obtaining the policy or in the pursuing of a claim thereunder; (c) actions by the Named Insured that have substantially increased or substantially changed the risk insured; (d) refusal of the Named Insured to eliminate known conditions that increase the potential for damages after notification by the Company that the condition must be removed; (e) loss of reinsurance by the Company which provided coverage to the Company for a significant amount of the underlying risk insured. A notice of cancellation under this clause shall advise the Named Insured that the Named Insured has ten (10) days from the date of receipt of the notice to appeal the cancellation to the Commissioner of Commerce and that the Commissioner will render a decision as to whether the cancellation is justified because of the loss of reinsurance within thirty (30) business days after receipt of the appeal; (f) substantial change in the risk assumed, except to the extent that the Company should reasonably have foreseen the change or contemplated the risk in writing the contract; (g) a determination by the Commissioner that the continuation of the policy could place the Company in violation of the insurance laws of this state; or (h) nonpayment of dues to an association or organization, other than an insurance association or organization, where payment of dues is a prerequisite to obtaining or continuing the insurance. Under this Paragraph 7.b.(2), the Company may cancel this policy by mailing or delivering a written notice of cancellation to the Named Insured and insurance agent, if any. The Company will give written notice at least: (a) ten (10) days before the effective date of cancellation if the Company cancels for nonpayment of premium. The notice of cancellation will include the amount of premium due, the due date and state the effect of nonpayment by the due date. The cancellation notice shall not be effective if payment of the amount due is made before the effective date in the notice; or (b) sixty (60) days before the effective date of cancellation if the Company cancels for any other reason stated in this paragraph (2). The notice of cancellation will include the specific reason for cancellation. TA 100-MN 0115 2015 X.L. America, Inc. Page 4 of 5
c. The cancellation notice will be mailed or delivered to the Named Insured at the address last known to the Company. d. The notice will state the date on which the cancellation will become effective. The effective date of cancellation will become the end of the policy period. e. If this policy is cancelled, the Company will send the Named Insured any premium refund due. If this policy is canceled by the Named Insured the Company shall retain the customary short rate portion of the premium. If this policy is canceled by the Company, the Company shall retain the pro-rata portion of the premium. f. The Company may nonrenew this policy by mailing or delivering a written notice of nonrenewal to the Named Insured and insurance agent, if any. The Company will give notice at least sixty (60) days before the expiration date of the policy. Such notice shall be mailed or delivered to the Named Insured at the address last known to the Company. A nonrenewal notice is not required if the Named Insured has insured elsewhere, accepted replacement coverage, or has requested or agreed to nonrenewal. g. If the cancellation or nonrenewal notice is mailed, proof of mailing shall be sufficient proof of notice. All other terms and conditions of this policy remain unchanged. TA 100-MN 0115 2015 X.L. America, Inc. Page 5 of 5