The policy protects benefit plans, the sponsor organization, and various individuals acting as fiduciaries or administrators of the plans. It covers liability arising out of violation of the duties imposed on the administrators by ERISA or COBRA, or arising out of negligent acts, errors, or omissions. The insurer will defend a claim made within the United States, its territories or possessions, or Canada ; in the event a claim is brought anywhere else in the world it is the duty of the insured to select counsel and defend. Expenses thus incurred are included within the annual aggregate limit of liability. Defense expenses can therefore reduce the limit of liability and also may be applied against the deductible. The policy is written on a claims made and reported basis, which is more restrictive than a claims made policy. The policy period may be extended for the purpose of making claims and separately extended for reporting claims. Any word or term in italics in the following description is a defined term.

2. CONTACT.
St. Paul Travelers
385 Washington Street
Saint Paul, MN 55102
(651) 310-7911

3. UNDERWRITING GUIDELINES.

Not provided.

4. AVAILABILITY OF COVERAGE.

The policy is available through the independent agency system.

5.     LIMITS AND DEDUCTIBLES AVAILABLE.

Contact company.

6. INSURING AGREEMENT.

The insurer promises to pay, on behalf of the Insured, all damages on account of a Claim brought against the insured alleging a Wrongful Act.

7. DEFENSE PROVISIONS; TERRITORY

A. The insurer has the right and duty to defend a Claim brought in the United States, its territories or possessions, or Canada , and will pay Defense Expenses, even if the Claim is false, fraudulent, or groundless. Defense Expenses with regard to such a Claim are in addition to, and not part of, the “Annual Aggregate Limit of Liability” set out in the Declarations.

B. If any formal civil adjudicative proceeding is brought anywhere else in the world, it is the Insured's right and duty to select counsel and defend the proceeding. At the Insured's option, the insurer will either reimburse or advance the Defense Expenses. These Defense Expenses will be part of, and not in addition to, the “Annual Aggregate Limit of Liability” set out in the Declarations. Payment or reimbursement of such Defense Expenses will reduce the amount of the “Annual Aggregate Limit of Liability” available for payment or reimbursement of Defense Expenses, judgments or settlements.

8.     DEFINITIONS.

The following are defined terms.

A. Administration—means counseling, enrolling, terminating, or canceling employees, beneficiaries, or other participants with respect to employee benefits, interpreting employee benefits, or handling records with regard to benefits.

B. Claim—means any written demand, civil proceeding begun by serving a complaint or similar pleading, a criminal proceeding begun by return of an indictment, or a formal administrative or regulatory proceeding begun by filing a notice of charges, formal investigative order or similar document. The claim must seek Damages, injunctive, or other equitable relief from an Insured for an alleged Wrongful Act. For coverage purposes, all Related Claims are considered a single Claim, and are deemed to have been made at the time the first of the Related Claims is made.

C. Damages—means money, including pre-and postjudgment interest, which an Insured is legally obligated to pay as the result of a Claim. Certain items are not considered part of Damages: fines, penalties (other than civil penalties as described under Sections 502(i) and 502(l) of ERISA), taxes, or other matters deemed uninsurable under applicable law, payment of medical, pension, severance or Employee Benefits except as payable by an Insured natural person because of the Insured's Wrongful Act. This exclusion does not apply, however, to the insurer's obligation to defend, or to pay, advance, or reimburse Defense Expenses regarding a Claim seeking such benefits. Punitive damages are included as Damages if allowed by applicable law.

D. Defense Expenses—means reasonable and necessary expenses incurred in the investigation, defense, settlement, and appeal of a Claim. The premium for appeal bonds is included in this amount; not included are any salaries, wages, benefits, or overhead of, or paid to, any Insured or employee of an Insured.

E.     Employee Benefit Plan—means any pension, welfare or other employee benefit plan identified in an endorsement to the policy; any Welfare Plan sponsored solely by the Named Insured or jointly by the Named Insured and a labor organization exclusively for the benefit of the Named Insured's employees; or any Welfare Plan or Pension Plan provided pursuant to the provision “Changes in Exposure.”

F.     Employee Benefits—means benefits provided under an Employee Benefit plan, and also benefits provided under Workers' Compensation Insurance, Unemployment Insurance, Social Security and Disability Insurance, and COBRA.

G. Insured—means the Named Insured, an Employee Benefit Plan, a natural person who was, is, or becomes: a trustee of an Employee Benefit Plan; a director, officer or employee of the Named Insured, or of an Employee Benefit Plan; an heir, executor, or other legal administrator of an Insured in the event of the Insured's death, incapacity, or bankruptcy; and the lawful spouse, child or sibling of a natural person who is an Insured.

H.     Named Insured—means the entity named in Item 1. of the Policy Declarations and includes entities which the Named Insured owns, has owned or forms or acquires during the Policy Period. This only applies to Claims with regard to Wrongful Acts which occur during the time the Named Insured owns more than half (50 percent) of such entities.

I. Pension Plan—means any plan defined as such in Section 3(2) of ERISA, as amended, or in any related or similar state, local, or foreign law or regulation.

J. Policy Period—means either the dates shown in the Policy Declarations, or the dates in the most recent renewal certificate with respect to the policy (whichever period is later). In no event will the Policy Period continue past any effective date of cancellation or termination.

K. Related Claims—means all claims in any way arising from the same facts, events, or Wrongful Acts, including a series of continuous or related facts, events, or Wrongful Acts.

L. Welfare Plan—means any plan defined as such in Section 3(1) of ERISA, as amended, or any related or similar state, local, or foreign law or regulation.

M. Wrongful Act—means a breach of fiduciary duty by the Insured with respect to an Employee Benefit Plan, including but not limited to any breach of duty or obligation imposed by ERISA, COBRA, or any similar state, local, or foreign law or regulation; any other matter claimed against an Insured solely because of the Insured's status as a fiduciary with respect to an Employee Benefit Plan; or negligent acts, errors or omissions of the Insured in the Administration of Employee Benefit Plans. The policy states that Wrongful Act includes but is not limited to this list.

9.     EXCLUSIONS.

The insurance does not apply to, nor does the insurer have any duty to defend or pay, reimburse, or advance Damages or Defense Expenses for any Claim:

A.     arising out of a dishonest, fraudulent or criminal act by the Insured. However, until these acts are established by a judgment or other final adjudication as such, the insurer is still obligated to pay, reimburse, or advance Defense Expenses;

B.     for any damage to, destruction of, loss of use of, or loss of, any tangible property; or for any bodily injury, sickness, death, or mental or emotional distress of any person;

C.     for any obligation arising out of or imposed by an Insured's failure to comply with any law concerning Workers Compensation, Unemployment Insurance, Social Security, Disability Insurance, or any related or similar law other than COBRA;

D.     for, arising out of, or as a consequence of the liability of others assumed by an Insured under any contract or agreement, other than an Employee Benefit Plan, except to the extent the Insured would have been liable had no contract or agreement been in place;

E.     for or arising out of an Insured's having gained some profit, remuneration, or advantage to which he or she was not legally entitled, or for the return of same if payment or receipt of the remuneration was illegal;

F.     for or arising out of the Insured's intentional violation of any judicial or regulatory order or law. This exclusion does not apply to such a Claim, or to the insurer's right and duty to defend, pay, reimburse, or advance Defense Expenses with regard to the Claim, until a judgment or other adjudication establishes the Insured's intentional violation;

G.     based on, alleging, or arising out of any actual, alleged, or threatened discharge of any type of hazardous or toxic waste, pollutants, or contaminants. Included within the scope of the exclusion is any action directing the Insured to report, monitor, treat, or otherwise clean up any of the substances;

H.     based on, alleging, or arising out of discrimination, retaliation or wrongful termination of any type or kind, other than Claims asserted under ERISA section 510;

I.     based on, alleging, or arising out of any pending or prior litigation as of the policy's inception date, or under the first policy issued by the insurer to the Named Insured provided that similar and uninterrupted coverage has been in force with the insurer since that time. Included as well are any derived from the same or similar facts as those in the prior or pending litigation;

J.     based on, alleging, or arising out of any facts, circumstances, events or situations regarding which notice has already been given to any insurer under prior coverage.

10.     PROVISIONS

The following are among the policy's Provisions:

     Severability of Exclusions—With respect to the exclusions, no act or omission of one Insured shall be imputed to any other Insured for the purpose of determining the applicability of the exclusion. The coverage of the policy continues to apply to all Insureds who did not commit, direct, approve, or ratify such act or omission.

     Deductible—The deductible amount as stated in the Declarations is deducted from all amounts, including Defense Expenses, paid by the insurer for each Claim. The insurer is responsible only for amounts in excess of the deductible. Further, the insurer has no responsibility to advance, pay, or reimburse Damages or Defense Expenses until the deductible amount has been paid by the Insured. The insurer may elect to pay all or a part of the deductible amount to effect settlement of a claim; in this event, upon notice to the Insured, the Insured must promptly reimburse the insurer. The deductible amount does not apply to an Insured within the definition of an Insured as a natural person who is a trustee, director, officer, or employee of the Named Insured, or a heir or other legal representative of an Insured, if indemnification by the Named Insured is not permitted by law, or if because of bankruptcy the Named Insured is unable to indemnify that Insured.

     Limits of Liability—The amount shown in the declarations as the “Annual Aggregate Limit of Liability” is the most that can be paid during a single Policy Period regardless of the number of persons or entities bring suit, number of Claims made (including Related Claims), or number of Insureds. If the Policy Period shown in the declarations is more than one year, then the “Annual Aggregate Limit of Liability” applies separately to each consecutive annual period. If after any payments of judgments, settlements, or Defense Expenses a judgment in excess of any portion of the “Annual Aggregate Limit of Liability” is rendered, the insurer's potential liability with regard to that judgment will not exceed that remaining portion. Once the “Annual Aggregate Limit of Liability” is exhausted by payment of judgments, settlements, or Defense Expenses, the insurer has no further obligation.

     Consent to Settle—The insurer may make a settlement or compromise in any Claim with the Insured's written consent; however, if the Insured refuses consent, then the Insured is on its own insofar as any further Defense Expenses. The Insured will also be responsible for any Damages in excess of the lower of the amount for which settlement could have been made (as recommended by the insurer) or the remaining portion of the “Annual Aggregate Limit of Liability.”

     Claims Made Extension Clause—If during the Policy Period the Insured first becomes aware of a Wrongful Act that is reasonably expected to result in a Claim, the Insured may provide written notice to the insurer prior to the end of the Policy Period. If a Claim later results, it shall be deemed to have been made during the policy period. Written notice must include all known facts about the Wrongful Act: date(s) of the event, identity of the person allegedly involved in the act, etc. Notice of any actual Claim must then be made in accordance with the condition “Insured's Duties in Event of Claims.”

     Cancellation—The policy may be cancelled by the Named Insured (as shown in item 1. in the Declarations) at any time by giving written notice to the insurer, giving the date when the policy is to be cancelled. The insurer may cancel the policy by mailing written notice to the Named Insured at the address shown in the Declarations. No less than ten days notice is allowed for nonpayment of premium; sixty days notice is required for any other reason. Mailing is deemed proof of mailing. The policy then terminates on the date and time shown. Cancellation at the request of the Named Insured is made on a short-rate basis; if at the insurer's request, cancellation is on a pro-rate basis. Payment or tender of any unearned premium shall not be construed as a condition precedent to the effectiveness of cancellation, but the insurer must return any premium as soon as practicable.

Changes in Exposure—

(a) If, during the Policy Period, the Named Insured forms or acquires a Pension Plan(s) other than an employee stock ownership plan, which is then sponsored solely by the Named Insured, or jointly by the Named Insured and a labor organization exclusively for the benefit of the Named Insured's employees, the policy will provide coverage for the plan(s). Coverage is subject to all other policy terms and conditions; any Wrongful Act for which coverage is sought must have occurred after the date of formation or acquisition. Notice of the formation or acquisition must be given to the insurer within ninety days after the effective date of the formation or acquisition. No coverage will be in place following the ninety days unless the insurer agrees and the Insured pays any additional premium. The ninety day notice requirement will not apply provided the total assets of the formed or acquired plan(s) as of the effective date do not exceed 10 percent of the total plan assets shown in the most recent application submitted by the Named Insured, or the formation or acquisition occurs less than ninety days prior to the end of the Policy Period. Notice must then be given to the insurer prior to the end of the Policy Period, or at the end of the annual period if the Policy Period is more than one year. In any event, the insurer must agree to provide coverage by specific written endorsement.

(b) If a Welfare Plan or Pension Plan covered under this policy merges with another Welfare or Pension Plan also covered under this policy, the policy provides coverage for both plans for so long as the policy remains in effect as to the Named Insured. If a merger takes place between a Welfare Plan or Pension Plan covered under this policy, and another plan not covered under this policy, the policy will continue to provide coverage only for the covered plan, and only so long as the policy remains in effect as to the Named Insured, and only for Claims with regard to Wrongful Acts committed prior to the date of the merger.

(c) If prior to or during the Policy Period any Welfare Plan or Pension Plan is sold or terminated, the policy will continue to provide coverage for the plan only for so long as the policy remains in effect as to the Named Insured. The coverage applies only for Claims with regard to Wrongful Acts which occurred prior to the date of such sale or termination; while the plan was sponsored solely by the Named Insured or the Named Insured and a labor organization solely for the Named Insured's employees; and if notice of the sale or termination is given to the insurer prior to the end of the Policy Period.

(d) If, during the Policy Period more than 50 percent of the ownership of the Named Insured as shown in the declarations changes, the policy continues to provide coverage, but only for Claims with regard to Wrongful Acts occurring prior to the effective date of the change in ownership. Coverage terminates at the end of the Policy Period, or if the Policy Period is more than one year, at the end of the annual period during which the change in ownership became effective. If coverage is terminated prior to the end of the Policy Period because of this provision, the insurer retains a pro-rate portion of the premium.

     Extended Reporting Period—

If the policy is terminated or cancelled for any reason other than nonpayment of premium, the Named Insured (as shown in the declarations) can purchase an additional period of time following the date of cancellation called “the Extended Reporting Period.” The Named Insured must pay the additional premium for the additional coverage. Then, the Named Insured has this additional time to report, in writing, Claims first made against persons or entities who are Insureds, but only for Wrongful Acts occurring prior to the effective date of the termination or cancellation. This applies only to Claims that would otherwise be covered by the policy. There are four conditions:

(a) The Extended Reporting Period does not give the Insured a new, additional, or renewed “Annual Aggregate Limit of Liability.” The insurer's total liability is limited to any remaining “Annual Aggregate Limit of Liability” set forth in the declarations as of the termination or cancellation date.

(b) The claims made extension provision (see earlier in this discussion) does not apply, so, during this time, the Insured cannot give the insurer notice of a Wrongful Act that might give rise to a Claim; the Claim must have been made and the Wrongful Act must have occurred prior to the policy's termination. This provision makes it clear that the Insured is simply purchasing additional time to report a Claim.

(c) The Extended Reporting Period terminates on the effective date of any insurance purchased or obtained by the Insured (or its successors in business) which replaces in whole or in part this insurance. If the other policy provides no coverage for a loss sustained prior to its effective date, it will not be considered a replacement.

(d) The rights outlined in this provision terminate unless the insurer receives a written notice requesting the coverage, and the payment of the additional premium, within thirty days of the effective date of the termination or cancellation.

11. CONDITIONS

Following are the Policy Conditions:

Insured's Duties in Event of Claims:

(a) Written notice including all facts must be provided to the insurer as soon as practicable. The notice must include the identity of each person allegedly involved in or affected by the Wrongful Act, and the date(s) of the alleged events.

(b) As soon as practicable, the Insured must forward to the insurer every demand, notice, summons or legal process with respect to any Claim.

(c) The Insured must cooperate with the insurer, assist in making settlements, defending the Claim, and enforcing rights of contribution or indemnity against any person or entity which might be liable to the Insured because of an act or omission covered under the policy. The Insured must attend hearings or trials, assist in securing evidence, and obtain attendance of witnesses. The Insured must not make any voluntary payments or assume or admit any liability. Any obligation or expense voluntarily made, including Defense Expenses, shall not be made except with the written consent of the insurer.

Action Against the Company—Full compliance with all terms and conditions of the policy are a requisite before taking action against the insurer. The amount of the Insured's obligation to pay a Claim must have been finally determined either by judgment against the Insured, or by written agreement of the Insured, the claimant, and the insurer. Any person, organization, or legal representative who has secured such written judgment or written agreement is entitled to recover under the policy in a court of competent jurisdiction in the United States, its territories or possessions, or Canada . No party has the right to join with the insurer in a suit against the Insured to determine the Insured's liability. The insurer cannot be impleaded by the Insured or the Insured's legal representative. The insurer is not relieved of its duties with regard to the Insured by the Insured's bankruptcy or insolvency.

Other Insurance—The insurance applies only as excess over, and will not contribute with, any other valid and collectible insurance available to the Insured, unless the other insurance is specifically in excess of this policy.

Subrogation—In the event the insurer makes a payment under the policy, the insurer is subrogated to all of the Insured's rights of recovery against any person or organization to the extent of that payment. The Insured must do whatever is necessary to secure these rights, and must do nothing after a loss to prejudice these rights.

Changes—Notice to any agent, or knowledge possessed by any agent or any other person does not effect a waiver or change in any part of the policy, or estop the insurer from asserting any right under the policy's terms. The terms of the policy cannot be changed or waived except by a written endorsement issued by the insurer to become part of the policy.

Assignment—Written consent of the insurer is necessary to assign interest under the policy; however, if the Insured dies or becomes incompetent, the insurance will apply to the Insured's legal representative as an Insured, but only while acting within the scope of the Insured's duties as such.

Valuation—Damages, Defense Expenses, deductibles, limits of liability, and premiums are expressed (and payable) in United States dollars. Any judgment or settlement is also payable in U.S. dollars. If expressed in any other currency, payment will be at the exchange rate published by the Wall Street Journal on the date the final judgment is entered, the settlement agreement is executed, the invoice is dated, or the other element of Damages or Defense Expenses is due, respectively.

Continuity of Coverage—The Policy applies only to Claims first made during the Policy Period, provided the Insured had no knowledge of or could not reasonably have foreseen any circumstances that might result in a Claim as of the continuity date that is set forth in the declarations.

Representations and Severability—By accepting the policy, each Insured agrees that:

(a) All statements in the application for the policy, and all statements in any application for any policy or policies that continue the coverage as of the continuity date are each Insured's agreements and representations.

(b) The application(s), including any attachments, are deemed to be attached to and incorporated with the policy.

(c) All representations made in the application(s) are material to the insurer's acceptance of the risk.

(d) This policy contains all the agreements existing between each Insured and the insurer or any of its agents with regard to the insurance. No statement in the application, and no knowledge or information possessed by any Insured with regard to the subject matter of questions asked in the application shall be imputed to any other Insured for the purpose of determining the availability of coverage under the policy.

Authorization—By accepting the policy, the Named Insured (as named in item 1. of the Declarations) agrees to act on behalf of all Insureds with respect to payment of premiums, receiving any return premiums, and receiving of any notice of cancellation, nonrenewal, or change of coverages. The Insureds also agree that they have delegated this authority to the Named Insured (as in item 1. of the Declarations). This agreement on the part of the Insureds does not relieve them of giving notice to the insurer as outlined in the “Insured's Duties in Event of Claims” condition.

Liberalization Clause—If during the period that insurance is in force under this policy, or within forty-five days prior to the policy's inception date, the insurer is required by law or insurance supervisory authority of the state in which the Policy is issued to make any changes in the policy form that extends or broadens the coverage without increased premium, then these changes inure to the benefit of the Insured. These changes apply as if an endorsement or substitution of form had been made.

Recourse—If an Insured breaches any fiduciary duty imposed by ERISA as amended, it is agreed the insurer has recourse against any such Insured for any amount paid by the insurer on account of the breach. However, the insurer has no such right if the policy has been purchased by an employer or by an employee organization.

12. ENDORSEMENT(S)

An endorsement providing a broader “Annual Aggregate Limits of Liability” may be attached to the policy. For an additional premium, item 3. on the Declarations, the “Annual Aggregate Limits of Liability,” is changed so that there are two separate limits: the first (A) applicable to (a) Damages and (b) Defense Expenses in excess of the amount applicable to Defense Expenses only; the second (B) applicable to Defense Expenses only.

When the endorsement is attached, the Defense Provision concerning Territory is deleted and replaced. The replacement states that the insurer will have the right and duty to defend a Claim brought in the United States, its territories or possessions, or Canada , even if the Claim is groundless, false, or fraudulent. All mention of the Defense Expenses being in addition to, and not part of, the “Annual Aggregate Limit of Liability” is deleted. If a formal civil adjudicative proceeding seeking Damages is brought anywhere else in the world, asserting a Claim first made during the Policy Period, it is the right and duty of the Insured to defend. At the Insured's option, the insurer will either reimburse of advance Defense Expenses. Defense Expenses with regard to either of these two types of claims will first be applied to Defense Expenses as in (b) above. If this amount is exhausted then Defense Expenses will fall under (a) above and will be a part of, and not in addition to, the “Annual Aggregate Limit of Liability.” Payment of Defense Expenses shall thereafter reduce the amount of the “Annual Limit of Liability” available for payment of Defense Expenses, judgments, or settlements.

The Limits of Liability provision is deleted and replaced. Regardless of the number of persons or entities bringing Claims and regardless of the number of persons or entities who are Insureds, the total limit of liability because of all Claims (including Related Claims) made during a single Policy Period will not exceed the amount shown for (A) Damages and (B) Defense Expenses. The additional amount for Defense Expenses is available for Defense Expenses only, regardless of when a payment is made or when an Insured's legal obligation is established. If the Policy Period is more than one year, the “Annual Aggregate Limits of Liability” apply separately to each consecutive annual period. The Extended Reporting Period is a part of and not in addition to the immediately preceding Policy Period for purposes of this provision.