Underwriting

Directors & Officers Liability

The Directors and Officers Liability policy provides financial protection for the management of the company. Reimbursement is provided for defense, settlement or corporate indemnification costs arising from claims as a result of director or officer actual or alleged covered wrongful acts.

Eligibility: Utility, power, energy or related risks are eligible policyholders.

Limit capacity: Up to US $50 million on a primary or excess basis.

Continuity credits: Premium credits are available for all eligible policyholders.

Application definition: Does not include prior written applications and only relies on public filings within the last twelve months.

Claim definition: Includes costs incurred by a director or officer associated with a subpoena, interview or request for documents by an enforcement authority or the insured organization.

Defense Costs definition: Expanded to include costs incurred by directors and officers in connection with SOX and Dodd-Frank compensation repayment.

Director and Officer definition: Includes the general counsel and risk manager, as well as non-officer employees covered for securities claims and as Clean Air Act representatives.

Indemnity definition: Does not exclude pollution clean-up costs and includes taxes incurred if directors and officers are liable due to corporate insolvency or as a result of loss payment.

Securities Claim definition: Includes criminal or administrative proceedings against the entity while the claim is also made against a director or officer.

Conduct exclusion: Only triggered by final non-appealable adjudication in the underlying proceeding.

Entity vs. Insured exclusion: Does not exclude claims by directors and officers against other insureds.

Representations and Severability provisions: Policy is non-rescindable under Insuring Agreement A.

Reporting and Notice provision: Notice of claim is "as soon as practicable" with no mandatory post-policy reporting window. Notice of circumstances permitted during discovery period.

Presumptive Indemnification provision omitted: If a director or officer has not been provided indemnification within 60 days, loss payments will be advanced without applying the retention.

Priority of Payments provision: The Chairman or CEO can delay a claim payment to preserve limits for future non-indemnifiable loss of the directors and officers.

Cancellation provision: Policy may only be canceled for non-payment.

Broad entity coverage is available for cooperatives and public power risks.

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