professional liability insurance policy declarations...

of 1

Hereinafter known as the Company

THIS IS A CLAIMS MADE AND REPORTED POLICY. PLEASE REVIEW THE POLICY CAREFULLY. NOTICE: EXCEPT AS MAY BE OTHERWISE PROVIDED HEREIN, THE COVERAGE OF THIS POLICY IS LIMITED TOLIABILITY FOR COVERED ACTS COMMITTED SUBSEQUENT TO THE RETROACTIVE DATE, IF APPLICABLE, FORWHICH CLAIMS ARE FIRST MADE AGAINST YOU WHILE THE POLICY IS IN FORCE AND WHICH ARE REPORTED TO USNO LATER THAN SIXTY (60) DAYS AFTER THE TERMINATION OF THIS POLICY. THE COVERAGE OF THIS POLICY DOESNOT APPLY TO CLAIMS FIRST MADE AGAINST YOU AFTER THE TERMINATION OF THIS POLICY UNLESS, AND IN SUCHEVENT ONLY TO THE EXTENT, AN EXTENDED REPORTING PERIOD OPTION APPLIES. POLICY NUMBER: Replacing New

Producer Code:1. NAMED INSURED:

ADDRESS: 2. PERIOD OF INSURANCE: FROM: TO:

12.01AM STANDARD TIME AT THE ADDRESS SHOWN IN ITEM 1 ABOVE. 3. LIMITS OF LIABILITY

(a) EACH CLAIM(b) in the AGGREGATE

4. DEDUCTIBLE

(a) AGGREGATE 5. PREMIUM US: $ 6. RETROACTIVE DATE: See Form 7. Notice to insurer:

8. Forms and endorsements attached at inception of coverage. Refer to schedule of forms.

Insurance

LawyersProfessional Liability

InsurancePolicy Declarations

Professional LiabilityInsurance

Policy Declarations

SCHEDULE OF POLICY FORMS AND ENDORSEMENTS

Form(s) and Endorsement(s) made a part of this policy at time of issue: Form Number Edition Date Description

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

RETROACTIVE DATE ENDORSEMENT This endorsement modifies Insurance provided under the following:

LAWYERS PROFESSIONAL LIABILITY COVERAGE PART

In consideration of the premium paid, it is agreed that the policy is amended as follows:

This policy does not apply to any CLAIMS or CLAIMS arising from, attributable to, or based uponany WRONGFUL ACT(S) committed or alleged to have been committed by the following lawyersprior to the corresponding retroactive date.

NAME OF ATTORNEY AND RETROACTIVE DATE

The retroactive date for any insured not specifically listed in this endorsement is: This endorsement forms a part of the policy to which attached, effective on the inception date of the policy unless otherwise statedherein. (The following information is required only when this endorsement is issued subsequent to preparation of policy.) Endorsement effective Policy No. Endorsement No. Named Insured


PRIOR AND PENDING LITIGATION ENDORSEMENT This endorsement modifies Insurance provided under the following:


In consideration of the premium paid, it is hereby understood and agreed that the Company has no duty to defend or indemnify anINSURED for, and this policy does not apply to any CLAIM based upon or arising out of any demand, suit or proceeding pending, ororder, decree, settlement or judgment entered against the NAMED INSURED as of ____ or alleging or derived from the same oressentially the same facts as alleged in such pending or prior litigation or demand. This endorsement forms a part of the policy to which attached, effective on the inception date of the policy unless otherwise statedherein. (The following information is required only when this endorsement is issued subsequent to preparation of policy.) Endorsement effective Policy No. Endorsement No. Named Insured


OFFICE SHARING EXCLUSION ENDORSEMENT This endorsement modifies Insurance provided under the following:


The following exclusion is added to Section XII Exclusions: This policy does not apply to any CLAIM arising out of any WRONGFUL ACTS of any entity that is not an INSURED under this policy,or with whom an INSURED shares common office space. This endorsement forms a part of the policy to which attached, effective on the inception date of the policy unless otherwise statedherein. (The following information is required only when this endorsement is issued subsequent to preparation of policy.) Endorsement effective: Policy No. Endorsement No. Named Insured:

INSURED

IL P 001 01 04

IL P 001 01 04 ISO Properties, Inc., 2004 Page 1 of 1

U.S. TREASURY DEPARTMENT’S OFFICE OF FOREIGN ASSETS CONTROL ("OFAC")

ADVISORY NOTICE TO POLICYHOLDERS

No coverage is provided by this Policyholder Notice nor can it be construed to replace any provisions of your policy. You should read your policy and review your Declarations page for complete information on the coverages you are provided.

This Notice provides information concerning possible impact on your insurance coverage due to directives issued by OFAC. Please read this Notice carefully.

The Office of Foreign Assets Control (OFAC) administers and enforces sanctions policy, based on Presidential declarations of "national emergency". OFAC has identified and listed numerous:

Foreign agents;

Front organizations;

Terrorists;

Terrorist organizations; and

Narcotics traffickers;

as "Specially Designated Nationals and Blocked Persons". This list can be located on the United States Treasury’s web site ---- http/ /www.treas.gov/ ofac.

In accordance with OFAC regulations, if it is determined that you or any other insured, or any person or entity claiming the benefits of this insurance has violated U.S. sanctions law or is a Specially Designated National and Blocked Person, as identified by OFAC, this insurance will be considered a blocked or frozen contract and all provisions of this insurance are immediately subject to OFAC. When an insurance policy is considered to be such a blocked or frozen contract, no payments nor premium refunds may be made without authorization from OFAC. Other limitations on the premiums and payments also apply.

of 17

LAWYERS PROFESSIONAL LIABILITY COVERAGE FORM

THIS IS A CLAIMS MADE AND REPORTED POLICY WITH CLAIM EXPENSES INCLUDED WITHINTHE LIMITS OF LIABILITY. PLEASE READ THE ENTIRE POLICY CAREFULLY. THE COVERAGEOF THIS POLICY IS LIMITED TO LIABILITY ONLY TO THOSE CLAIMS FIRST MADE AGAINST THEINSURED AND REPORTED IN WRITING TO THE COMPANY DURING THE POLICY PERIOD OREXTENDED REPORTING PERIOD, IF PURCHASED. Words and phrases that appear in bold print have special meaning that are defined in Section III. Definitions. In consideration of the payment of the premium and in reliance upon the statements in the applicationand the supplements attached hereto and made a part hereof, and subject to all terms of the policy, theinsurance company shown in the Declarations (herein called the Company) agrees with the NAMEDINSURED as follows:

I. INSURANCE AGREEMENTS

A. COVERAGE - PROFESSIONAL LIABILITYThe Company shall pay on behalf of any INSURED all DAMAGES in excess of thedeductible which any INSURED becomes legally obligated to pay as a result of CLAIMS firstmade against any INSURED during the POLICY PERIOD and reported to the Company inwriting during the POLICY PERIOD or within sixty (60) days thereafter, by reason of any WRONGFUL ACT occurring on or after the RETROACTIVE DATE, if any. Coverage shallapply to any such CLAIMS arising out of the conduct of the INSURED'S profession as aLawyer, or as a Lawyer acting in the capacity of an Arbitrator, Mediator, Neutral, TitleInsurance Agent, Notary Public, A Governmental Affairs Advisor, Lobbyist, member,director, officer of any Bar Association, its governing board or any of its committees, or as amember of a formal accreditation, ethics, peer review, licensing board, standards review orsimilar professional board or committee relating to the practice of law.

B. When an INSURED acts as an administrator, conservator, executor, guardian, escrow agent,

receiver or committee, trustee or in any similar fiduciary capacity, any INSURED'S WRONGFUL ACTS in such capacity shall be deemed for the purpose of paragraph I.Aabove to be the performance of professional services for others, in any INSURED'Scapacity as a lawyer. This coverage shall not apply to any CLAIM against any INSURED asthe beneficiary or distributee of any trust or estate.

II. DEFENSE, INVESTIGATION AND SETTLEMENT OF CLAIMS

With respect to-such insurance afforded by this policy, the Company shall:

A. have the right and duty to defend, including selection of counsel and arbitrators, in anyINSURED'S name and on any INSURED'S behalf any CLAIM for DAMAGES againstany INSURED, even if such CLAIM is groundless, false or fraudulent and shall have theright to make such investigation, negotiation and settlement, subject to any CLAIM as itdeems expedient;

B. not settle any CLAIM without the written consent of the NAMED INSURED which

consent shall not be unreasonably withheld. If however, the NAMED INSURED refusesto consent to a settlement recommended by the Company and elects to contest the

of 17

CLAIM or continue legal proceedings in connection wIth such CLAIM, the Company'sLiability for the CLAIM shall not exceed the amount for which the CLAIM could havebeen settled, including CLAIMS EXPENSES up to the date of such refusal, or theapplicable limits of liability, whichever is less;

C. reimburse up to $750.00 to each INSURED for each day or part thereof for his or her

attendance at the Company's request at trial or court-imposed hearing or arbitrationproceeding involving a CLAIM, but the total amount so payable shall not exceed $50,000per Policy Period. Any payments made by the Company under this provision will be inaddition to the applicable limits of liability. The deductible shall not apply to thisprovision.

In any event, the Company shall not be obligated to pay any DAMAGES or defend or continueto defend any CLAIM after the limit of the Company's liability has been exhausted by payment ofDAMAGES and/or CLAIM EXPENSES.

Ill. DISCIPLINARY PROCEEDING

If, during the POLICY PERIOD, a DISCIPLINARY PROCEEDING should commence againstany INSURED, by reason of any WRONGFUL ACT occurring on or after the RETROACTIVEDATE, if any, the Company shall have the right and duty to defend the insured against allallegations even if the allegations are false and groundless. The company has the right toappoint counsel. The maximum amount payable, regardless of the number of DISCIPLINARYPROCEEDINGS or the number of INSUREDS, shall be up to $50,000 any one proceeding up to$100,000 per POLICY PERIOD. The deductible shall not apply to this provision. Any paymentsmade by the Company under this provision will be in addition to the applicable limits of liability.The Company shall not be obligated to pay any award, penalty, sanction, cost or order ofrestitution resulting from any DISCIPLINARY PROCEEDING.

IV DISCRIMINATION COMPLAINT- Legal Fees Only

If during the policy period a discrimination complaint is first made against the insured by a clientor former client and reported during the policy period occurring on or after the RETROACTIVEDATE then the Company shall have the duty to defend the insured against all allegations even ifthe allegations are false and groundless. The company has the right to appoint counsel. Themaximum amount paid per policy period is $25,000 regardless of the number of insured’s ordiscrimination complaints.

V NON-PROFIT OUTSIDE ENTITY EXCESS PROFESSIONAL LIABILITY COVERAGE:

The insurer will pay on behalf of the named insured all non-indemnified loss as a result of anyclaim that

1. Is first made against any insured and reported in writing to the insurer during the PolicyPeriod;

2. Alleges any wrongful act that is committed on or after the RETROACTIVE DATE and beforeduring the Policy Period; and

3. Arise out of the performance or failure to perform services as a non-profit entity director fromthe non-profit entity.

4. With respect to this non-profit outside entity coverage any insurance available is specificallyexcess of any other insurance available to such non-profit director from the non-profit entity.In no even shall this coverage apply primary.

VI SUBPOENA & DEPOSTION ASSITANCE

of 17

In the event the Insured receives a subpoena for documents or testimony arising out of legalprofessional services to a client and the Insured would like the company’s assistance inresponding to the subpoena, the insured may provide a copy of the subpoena and the companywill retain an attorney to assist the insured with the production of documents, to prepare theinsured for sworn testimony and to represent the insured at the insured’s depositions, alwaysprovided that:a) the subpoena arises out of a law suit to which the insured is not a party and b) the insured has not been engaged to provide advice or testimony in connection with the

lawsuit, nor has the insured provided such testimony in the past. The company will pay such attorney’s fees (excluding disbursements incurred by or on behalf ofthe insured to produce documents). Such fees incurred under this provision are in addition tothe policy limits and not subject to the deductible. Any notice the insured gives the company ofsuch subpoena shall be notification of a potential claim-incident under 1A of this policy.

VII PUBLIC RELATIONS EVENT COVERAGE

The insurer will reimburse the insured Law Firm for a Public Relations Event Expenses that theinsured Law Firm incurs as a result of a Public Relation’s Event the first occurs on and isreported to the insurer during the policy period. However, the amount the insurer will pay for a public relations event expenses is limited to: 1. $50,000 for all Public Relation’s Events for which this policy provides coverage and 2. $25,000 for any one Public Relation’s Event The limit of this insurance is in addition to the policy limits of liability.

VIII. REGULATORY INQUIRY

If, during the policy period, a state or federal licensing board, public oversight board or anyfederal, state or local governmental agency with the authority, or asserting the authority, toregulate the insured’s legal services, or any entity acting on behalf of such board, body oragency, initiates an investigation of the insured arising from an actual or alleged violation of aprivacy breach notice law, or of any law referenced under the definition of privacy injury andidentity theft, that occurred in or in connection with the rendering of legal services and whichinvestigation the insured reports to the company in accordance with Conditions I. A of thispolicy, the company agrees to pay the Named Insured for any attorney fees and otherreasonable costs, expenses or fees (the regulatory fees) paid to third parties in responding tothe investigation. The company will not pay for attorney fees and costs incurred as a result ofservices performed by the insured. The maximum amount the company will pay for suchRegulatory Fee is $25,000 regardless of the number of investigations or the number of Insuredswho are subject to such investigations.

IX Network Risk and Privacy

Client network damage claim means a demand, including the service of suit or the institutionof any alternative dispute resolution proceeding, received by the Insured for money or servicesalleging that a security breach or electronic infection (virus) caused network damage to aclient's network and or information in the rendering of legal services. "virus" means unauthorized computer code that is designed and intended to transmit, infect andpropagate itself over one or more networks, and cause:

of 17

1. a computer code or programs to perform in an unintended manner;2. the deletion or corruption of electronic data or software; or3. the disruption or suspension of a network. "Confidential Commercial Information" means information that has been provided to theInsured by another, or created by the Insured for another where such information is subject tothe terms of a confidentiality agreement or equivalent obligating the Insured to protect suchinformation on behalf of another. "Electronic infection" means the transmission of a computer virus to a network, includingwithout limitation, such transmission to or from the Named Insured's network. "Electronic information damage" means the destruction, deletion or alteration of anyinformation residing on the network of any third party. "Internet" means the worldwide public network of computers as it currently exists or may bemanifested in the future, but Internet does not include the Named Insured's network. "Network" means a party's local or wide area network owned or operated by or on behalf of orfor the benefit of that party; provided, however, network shall not include the Internet, telephonecompany networks, or other public infrastructure network. "Network Damage" means:1. the unscheduled and unplanned inability of an authorized user to gain access to a network;2. electronic information damage; or3. the suspension or interruption of any network; Privacy claim means a demand, including the service of suit or the institution of any alternativedispute resolution proceeding, received by the Insured for money or services and allegingprivacy injury and identity theft that occurred in the rendering of legal services. "Privacy injury and identity theft" means:a. any unauthorized disclosure of, inability to access, or inaccuracy with respect to, non-public

personal information in violation of:1. the Named Insured's privacy policy; or2. any federal, state, foreign or other law, statute or regulation governing the confidentiality,

integrity or accessibility of non-public personal information, including but not limited, tothe Heath Insurance Portability and Accountability Act of 1996, Gramm-leach-Bliley Act,Children's Online Privacy Protection Act, or the EU Data Protection Act.

b. the Insured's failure to prevent unauthorized access to confidential commercial information; "Privacy policy" means the Named Insured's policies in written or electronic form that:1. govern the collection, dissemination, confidentiality, integrity, accuracy or availability of

non-public personal information; and2. the Insured provides to its clients, customers, employees or others who provide the Insured

with nonpublic personal information. "Non-public personal information" means personal information not available to the generalpublic from which an individual may be identified, including without limitation, an individual'sname" address, telephone number, social security number, account relationships, accountnumbers, account balances, and account histories. "Security breach" means the failure of the Named Insured's network hardware, software,

of 17

firmware, the function or purpose of which is to:1. identify and authenticate parties prior to accessing the Named Insured's network;2. control access to the Named Insured's network and monitor and audit such access; 3. protect against computer viruses;4. defend against denial of service attacks upon the Insured or unauthorized use of the

Insured's network to perpetrate a denial of service attack; or,5. ensure confidentiality, integrity and authenticity of information on the Insured's network.

Privacy breach notice law means any statute or regulation that requires an entity who is thecustodian of nonpublic personal information to provide notice to individuals of any actual orpotential privacy breach with respect to such non-public personal information. Privacy breachnotice laws include Sections 1798.29 and 1798.82- 1798.84 of the California Civil Code(formerly S.B. 1386) and other similar laws in any jurisdiction. Unauthorized access means any accessing of information in the Insured's care, custody orcontrol by unauthorized persons or by authorized persons accessing or using such informationin an unauthorized manner. Unauthorized access also includes:1. theft from the Insured of any information storage device used by the Insured to:

A. store and retrieve information on the Insured's network; orB. transport information between the Insured and authorized recipients;

2. any unauthorized use by the Insured of information in the Insured's clients' care, custody orcontrol if accessed by the Insured in the course of rendering legal services.

X. TERRITORY

This policy applies to WRONGFUL ACTS that occur anywhere in the world provided the CLAIMis made and suit or arbitration proceedings are brought against any INSURED in the UnitedStates of America, its territories or possessions.

XI. DEFINITIONS

1. Advertising Injury-means injury arising out of the insured’s advertising of legal servicesincluding but not limited to Infringement of copyright, dress, title, slogan, trademark, servicemark, service number or trade name.

2. CLAIM means a demand made upon any INSURED for DAMAGES, including, but not limitedto, service suit or institution of any alternative dispute resolution proceedings against anyINSURED. CLAIM also includes and is not limited to privacy claims and client networkdamage claims.

3. CLAIMS EXPENSES means:

A. fees charges by any lawyer designated by the Company to defend the insured; and B. if authorized by the Company, all other fees, costs and expenses resulting from the

investigation, adjustment, defense or appeal of any CLAIM, including but not limited to:

1. all costs taxed against any INSURED and all interest which accrues after the entry ofany judgment and before the Company has tendered or deposited, in court orotherwise, such judgment amount for which any INSURED is liable; and

2. Premiums on appeal bonds and premium on bonds to release attachments in suchsuits. The Company shall have no obligation to provide such bonds.

3. Claims Expenses shall not include salaries and expenses of regular employees orofficers of the Company.

4. DAMAGES means the monetary and compensatory portion of any judgment, award orsettlement , damages also include those amounts the court is permitted to impose on a debtcollector as set forth in 15USC§1692k(a); provided always that DAMAGES shall not include:

of 17

A. legal fees, commissions, compensation, costs and expenses paid or incurred or charged

by the insured, no matter whether claimed as restitution of specific funds, forfeiture,financial loss, set off or otherwise and injuries that are a consequence of any of theforegoing:

sanctions, forfeiture, penalties or criminal fines, however, the COMPANY shall pay up

to $10,000 in the AGGREGATE for the POLICY PERIOD for awards under RULE 11 ofthe Federal Rules of civil procedure or its State counterpart;

B. matters deemed uninsurable; C. injunctive or declaratory relief or any form of non-monetary relief; D. DAMAGES rendered pursuant to the Racketeer Influenced and Corrupt Organizations

Act of 1970 (commonly known as RICO), Title 18 U.S.C. Section 1960, at seq., or anysimilar federal or state statute or law.

5. DISCIPLINARY PROCEEDING means any inquiry or proceeding by a regulatory, licensing

board, peer review committee, disciplinary official or a state/ federal agency to investigatecharges made by a client or former client alleging professional misconduct in rendering or failingto render PROFESSIONAL SERVICES as a lawyer.

6. DISCRIMINATION COMPLAINTMeans any complaint filed by a client against the insured with any state Commission againstDiscrimination.

7. INSURED means:

A. the NAMED INSURED; B. any past or present partner, officer, director, lawyer (including a government affairs

advisor or lobbyist), member of a professional association, professional corporation,limited liability corporation, limited liability partnership, professional limited liabilitycorporation, stockholder, employee, legal assistant, law firm administrator, para legal,independent contractor or of counsel of the NAMED INSURED, but only as respectsprofessional services rendered on behalf of the NAMED INSURED;

C. any lawyer listed in the application or added after the effective date that is a partner,

officer, director, member of a professional association, professional corporation, limitedliability corporation, limited liability partnership, professional limited liability corporation,'stockholder, employee, independent contractor or of counsel of the NAMED INSUREDas respects PROFESSIONAL SERVICES rendered by such individual while associatedwith a PRIOR LAW FIRM subject to the retroactive date endorsement.

D. Any lawyer who has retired from the NAMED INSURED, but only as respects

PROFESSIONAL SERVICES rendered prior to the date of retirement and on behalf ofthe NAMED INSURED or a predecessor Firm;

E. the heirs, executors, administrators and legal representatives of any INSURED in the

event of any INSURED'S death, incapacity or bankruptcy, but only with respect to PROFESSIONAL SERVICES rendered prior to such INSURED'S death, incapacity orbankruptcy and only to the extent that such INSURED would otherwise be covered bythis policy.

8. NAMED INSURED means the person and entities shown designated in the Declarations andany PREDECESSOR Firm thereof.

of 17

9. NON-PROFIT OUTSIDE ENTITY means any non-profit corporation, community chest, fund,foundation, and any other similar entity or institution that is exempt federal income tax as anorganization described in Section 501 (C) (3) of the Internal Revenue Code of 1986 and itsamendments. However, that Outside Entity does not include a Homeowners association.

10. NON-PROFIT OUTSIDE ENTITY DIRECTOR means and natural person who is or was apartner, officer, director stockholder –employee, associate, manager, member or employee ofthe named insured and who is or was serving as a director, officer or trustee of a non-profitoutside entity other than a homeowners association .

11. PERSONAL INJURY means false arrest, detention or imprisonment, wrongful entry or evictionor other invasion of private occupancy, abuse of process, malicious prosecution, libel andslander.

12. POLICY PERIOD means the period from the effective date of this policy to the expiration dateas set forth in the Declarations or earlier termination date, if any, of this policy.

13. PREDECESSOR FIRM means any legal entity, which was engaged in the practice of law towhose financial assets and liabilities the firm listed as the NAMED INSURED in the Declarationsis the majority successor in interest.

14. PRIOR LAW FIRM means any law firm, partnership or professional corporation engaged in theprivate practice of law for which any lawyer listed in the application was a partner, officer,director, member of a professional association, stockholder or employee prior to such lawyerjoining the NAMED INSURED.

15. PROFESSIONAL SERVICES also means any services arising out of the conduct of theINSURED'S profession as a Lawyer, Lobbyist, Gov’t Affairs Advisor, or as a Lawyer acting inthe capacity of an Arbitrator, Mediator, Neutral Fact Finder, Title Insurance Agent, or NotaryPublic, or as a member, director, or officer of any Bar Association, its Governing board or any ofits committees. The definition of PROFESSIONAL SERVICES shall include services any INSURED performs as an author or publisher of legal research papers, legal materials or whilepreparing materials and presenting legal seminars but only where such services are performedwithout compensation or compensation per publication, presentation or seminar is less than$30,000.

16. PUBLIC RELATIONS EVENT means an event which in the reasonable and fairness opinion ofthe named insured caused or may cause significant harm to the named insured’s reputation.

17. PUBLIC RELATIONS EVENT EXPENSES mean reasonable fees, costs, charges andexpenses other than regular and overtime wages, salaries, fees overhead or benefits of anyinsured incurred in the response to a Public Relations Event.

18. RELATED ACTS OR OMISSIONS means all acts or omissions in the rendering of legalservices or non-profit outside entity services that are logically or causally connected by acommon fact, circumstance, situation, transaction, event, advice or decision.

19. RELATED CLAIMS mean all claims arising out of a single act or omission or arising out ofrelated acts or Omissions in the rendering of legal services or non-profit outside entity services.

20. RETROACTIVE DATE means the date specified in the Declarations or in any endorsementattached hereto, on or after which any wrongful act, error, omission or PERSONAL INJURYmust have occurred in order for claims arising there from to be covered under this policy. Claimsarising from any wrongful acts, error or omission or PERSONAL INJURY occurring prior to thisdate are not covered.

21. WRONGFUL ACT(S) means any actual or alleged:

A. act;B. error,C. omission;D. misstatement;E. misleading statements;F. neglect or breach of duty, network privacy; orG. personal injury orH advertising injury

of 17

22. TOTALLY AND PERMANENTLY DISABLED means that an INSURED is so disabled as to bewholly prevented from rendering PROFESSIONAL SERVICES, provided that such disability:

A. has existed continuously for not less than six months; B. is reasonably expected to be continuous and permanent; and C. did not result from self-inflicted injury, attempted suicide or alcohol or drug abuse.

23. ADVERTISING INJURY means injury arising out of or in the course of the INSURED’s

advertising of legal services including but not limited to infringement of copyright, title, slogan,trademark, trade dree, trade name, service mark or service number.

XII EXCLUSIONS This policy does not apply to: I. any CLAIM that results in any final judgment or final adjudication against any INSURED based

upon or arising out of any criminal, intentional, dishonest, fraudulent or malicious WRONGFULACT. This exclusion does not apply to any INSURED who is not so adjudged;

II. any CLAIM arising out of any WRONGFUL ACT occurring prior to the effective date of this

policy if:

A. the matter had previously been reported to any insurance company or, B. if the INSURED at or before the effective date knew or could have reasonably foreseen

that such WRONGFUL ACT might be expected to be the basis of a CLAIM. However,this paragraph B. does not apply to any INSURED who had no knowledge of or could nothave reasonably foreseen that any such WRONGFUL ACT might be expected to be thebasis of a CLAIM;

Ill. any CLAIM arising out of any WRONGFUL ACT committed or alleged to have been committed

by any INSURED who was a partner, officer, director, stockholder or employee of a PRIORLAW FIRM If there is other valid and collectable insurance under any other policy or policiescovering that INSURED for DAMAGES and/or CLAIMS EXPENSES for such CLAIM, whethersuch other insurance is stated to be primary, contributory, excess, contingent or otherwise;

IV. any CLAIM arising from bodily injury to, or sickness, disease, or death of any person. This

exclusion does not apply to mental illness, emotional distress or humiliation caused by PERSONAL INJURY;

V. any CLAIM for loss of, injury to, or destruction of tangible property or for loss of use thereof, VI. any CLAIM arising out of any INSURED'S activities as an officer, director, partner, manager or

employee of any company, corporation, operation, organization or association other than the NAMED INSURED or PRIOR LAW FIRM except as a member, director or officer of any BarAssociation, its governing board or any of its committees;

VIl. any CLAIM made by any INSURED under this policy against any other INSURED under this

policy unless such CLAIM arises out of PROFESSIONAL SERVICES rendered to such other INSURED as a client;

VIII. any CLAIM arising out of any INSURED'S capacity as a public official or any employee of a

of 17

governmental body, subdivision or agency unless any INSURED is deemed to be such solelybecause any INSURED has rendered legal services to such governmental body and theremuneration for such legal services inures to the benefit of the NAMED INSURED;

IX. Any CLAIM arising out of the alleged certification or acknowledgement by any INSURED, in his

or her capacity as a notary public, of a signature on a document which the INSURED did notwitness being placed on the document;

X. any CLAIM based upon or arising out of any intentional breach of underwriting authority by any

INSURED in the INSUIRED'S capacity as a title insurance agent; XI. Any CLAIM arising out of conversion, misappropriation or improper commingling of client funds; XII. any CLAIM a rising out of the INSURED'S activities or capacity as a fiduciary under the

Employee Retirement income Security Act of 1974 and any amendments, regulations or ordersissued pursuant thereto. This exclusion shall not apply in the event such INSURED is deemedto be a fiduciary solely by reason of legal advice rendered to any employee benefit plan;

XIII. Any CLAIM arising out of legal services or advice rendered by any INSURED in connection with

any business enterprise not shown on the Declarations:

A. which is was or will be owned in whole or in part by any INSURED or any member of anyINSURED'S immediate family;

B. which is, was or will be in any way controlled, operated or managed by any INSURED or

any member of any INSURED'S immediate family including the ownership, maintenanceor use of any property in connection therewith; or

C. in which any INSURED or any member of any INSURED'S immediate family is, was or

will be a partner or employee.

This exclusion does not apply if, at the time that such legal service or advise was rendered, the NAMED INSURED or any INSURED, separately or in combination, or any immediate familymember had a total pecuniary or beneficial Interest of 15% or less in such business enterprise.

III LIMITS OF LIABILITY AND DEDUCTIBLE I LIMITS OF LIABILITY

A. The company's limit of liability shown in the Declarations and described below shallapply in excess of the deductible. CLAIMS EXPENSES and amounts paid in satisfactionof CLAIMS are subject to the applicable limits of liability.

B. AlI CLAIMS EXPENSES shall first be subtracted from the limits of liability, with the

remainder, if any, being the amount available to pay DAMAGES.

C. The liability of the Company for the combined total of DAMAGES and CLAIMSEXPENSES for each CLAIM first made against any or all INSUREDS during thePOLICY PERIOD, including the Extended Reporting Period, if purchased, shall notexceed the amount stated in the Declarations for each CLAIM.

D. The liability of the Company for the combined total of DAMAGES and CLAIMS

EXPENSES shall not exceed the amount stated in the -Declarations as "aggregate" as aresult of all CLAIMS first made against any and all INSUREDS during the POLICY

of 17

PERIOD, and all Extended Reporting Periods, if purchased. II. DEDUCTIBLE RETENTION

The deductible stated in the Declarations is applied to each CLAIM and AGGREGATE. Unlessotherwise endorsed the deductible applies to claims and claim expenses. The policy will onlypay that part of the claim and claims expenses which exceed the deductible. Our obligation topay claims including claim expenses are in excess of the deductible, the amount which must beborne by you at your own expense. We will have no obligation whatsoever either to you or toany other person or law firm, to pay all or any portion of the deductible on your behalf. We will,however at our sole discretion, have the right and option to do so, in which event you will repayto us any amounts to paid within 30 days.

III. MEDIATION-ARBITRATION

If the COMPANY and the NAMED INSURED agree to use Mediation or Arbitration to resolve a CLAIM brought against any INSURED and such CLAIM is resolved thereby without service ofsuit or within 180 days of service of suit then the deductible shall be waived.

IV. CLAIMS EXPENSES

CLAIMS EXPENSES are within the limits of liability and not in addition hereto. Such CLAIMS EXPENSES shall reduce the available limit of liability.

V. MULTIPLE OF INSUREDS, CLAIMS AND CLAIMANTS

A. The inclusion of more than one INSURED in any CLAIM or the making of CLAIMS bymore than one person or organization shall not operate to increase the limits of liabilityand deductible.

B. Two or more CLAIMS arising out of a single WRONGFUL ACT or a series of related

WRONGFUL ACTS shall be treated as a single CLAIM. C. All such CLAIMS whenever made shall be considered first made on the date on which

the earliest CLAIM arising out of such WRONGFUL ACT was first made and all such CLAIMS are subject to the same limits of liability and deductible.

VI. REIMBURSEMENT TO COMPANY

If the Company has paid any amounts as DAMAGES in satisfaction of any CLAIMS inexcess of the applicable limit of liability, or has paid DAMAGES within the amount of theapplicable deductible, the NAMED INSURED shall be liable to the Company for any andall such amounts and, upon demand, shall pay such amounts to the Company.

IV. CONDITIONS

I. INSURED'S DUTIES PRECEDENT TO COVERAGE

As a condition precedent to the availability of coverage under this policy, an INSURED'S dutiesin the event of a CLAIM are as follows:

A. If a CLAIM is made against any INSURED, the INSURED must give prompt written

notice or within 30 days to the Company. However, breach of this condition shall notresult in a denial of coverage with respect to any INSURED who had no knowledge ofthe CLAIM. Nothing contained herein shall be construed as limiting the reporting

of 17

requirements of paragraph I. A of the INSURING AGREEMENTS.

B. Notice to the Company must be directed to:

Notice shall include every demand, notice, summons or other process received by any INSURED.

C. No INSURED shall, without prior written consent of the Company, make any payment,

admit liability, settle any CLAIM, assume any obligation, agree to arbitration or anysimilar means of resolution of any dispute, waive any rights or incur any CLAIMS EXPENSES on behalf of the Company.

II. INSURED'S DUTIES SUBSEQUENT TO CLAIM

A. AlI INSUREDS shall cooperate with the Company in the defense, investigation andsettlement of any CLAIM.

Upon the Company’s request, the INSURED, shall submit to examination or questioning,attend hearings, depositions and trials and assist in effecting settlement, securing andgiving evidence and obtaining the attendance of witnesses in the conduct of suits,mediations or similar proceedings.

B. All INSUREDS shall assist the Company in effecting any rights of indemnity, contribution

or apportionment available to any INSURED of the Company. III. REPORTING OF POTENTIAL CLAIMS

A. If, during the POLICY PERIOD, any INSURED first becomes aware of any wrongful Actwhich might reasonably give rise to a CLAIM against any INSURED under this policyand gives written notice of such WRONGFUL ACT to the Company during the POLICY PERIOD, any CLAIMS subsequently made against any INSURED arising out of that WRONGFUL ACT shall be considered to have been made during the POLICY PERIOD.

B. Written notice of potential CLAIM shall include:

1. The specific WRONGFUL ACT, including the date(s) thereof. And 2. The injury or damage that may reasonably result: and

3. The date and circumstances by which any INSURED became aware of the

WRONGFUL ACT.IV. EXTENDED REPORTING PERIOD

A. If this policy is cancelled or non-renewed by the Company or the NAMED INSURED,then the NAMED INSURED shall have the right to purchase an optional ExtendedReporting Period for reporting CLAIMS made against any INSURED under this policy.The additional premium for the Extended Reporting Period is as follows:

of 17

Extended Reported Period Additional Premium One year (12 months) 100% of the last annual premium of this policyTwo years (24 months) 175% of the last annual premium of this policyThree years (36 months) 200% of the last annual premium of this policyUnlimited 250% of the last annual premium of this policy

B. If the NAMED INSURED purchases the Extended Reporting Period, the coverage shall

apply only to CLAIMS for WRONGFUL ACTS which occurred prior to the end of thePOLICY PERIOD and on or after the RETROACTIVE DATE, if any, which are otherwisecovered by the policy and which are first made against any INSURED and reported tothe Company during the Extended Reporting Period.

C. This right to purchase the Extended Reporting Period is subject to the following

conditions:

1. The policy was cancelled or non-renewed for reasons other than non-payment ofpremium;

2. Any deductible or other amounts owed the Company have been paid; 3. The INSURED(S), has complied with all of the terms and conditions of the policy; 4. The NAMED INSURED must send written notice to the Company of the Intention

to purchase the Extended Reporting Period accompanied by the additionalpremium. Written notice and premium payment must be received by theCompany no later than sixty (60) days after the POLICY terminates.

5. The Extended Reporting Period does not:

(a) Increase or reinstate the limits of liability; or (b) Extend the policy period.

Any CLAIM made during the Extended Reporting Period shall be deemed to havebeen made during the immediately preceding POLICY PERIOD. The entirepremium for this option shall be deemed fully earned at the commencement of the Extended Reporting Period.

V. NON-PRACTICING EXTENDED REPORTING PERIOD OPTIONS

A. Subject to the conditions stated in this Paragraph and in Paragraph F, of this Section V,any individual owner, partner, officer, director, stockholder, shareholder, member of aprofessional association or employee of the NAMED INSURED who, during the POLICYPERIOD, retires from or voluntarily ceases, permanently and totally the private practiceof law, shall be entitled, at no additional premium, to an unlimited period for reportingCLAIMS first made against this INSURED. The right to this retirement Non-PracticingExtended Reporting Period is subject to the following conditions:

1. The INSURED has been continuously Insured by the Company for at least one

full consecutive year; 2. The policy was not cancelled for non-payment of premium or non-renewed;

of 17

3. The INSURED exercising this option has complied with all of the terms andconditions of the policy; and

4. The INSURED gives written notification of retirement or the termination of the

private practice of law, within sixty (60) days after the POLICY terminates. B.

This Non-Practicing Extended Reporting Period option is provided until the INSUREDshall resume the private practice of law or until the death of such INSURED, in whichcase paragraph D of the section shall apply.

Under this option only, the deductible requirement of the policy will be waived forCLAIMS first made against the INSURED during this Non-Practicing Extended ReportingPeriod.

The per claim and aggregate limit of liability of this Non-Practicing Extended ReportingPeriod option shall be one hundred percent (100%) of the policy's per claim andaggregate Iimit of liability as shown on the Declarations on the inception date of theexpiring policy.

C. Subject to the conditions stated below and in Paragraph F of this Section V, any

individual partner, officer, director, stockholder, shareholder, member of a professionalassociation or employee of the NAMED INSURED who, during the POLICY PERIOD,leaves the named insured, fully retires or otherwise ceases the private practice of law,shall have the right to expand the time for reporting CLAIMS first made against thisINSURED per the following schedule. The additional premium for this Non-PracticingExtended Reporting Period is as follows:

Extended Reporting Period Additional Premium One year (12 months) 100% of per lawyer annual premium of this policyTwo years (24 months) 175% of per lawyer annual premium of this policyThree years (36 months) 200% of per lawyer annual premium of this policyUnlimited 250% of per lawyer annual premium of this policy

If an INSURED exercises this Non-Practicing Extended Reporting Period option, thecoverage shall apply only to CLAIMS for WRONGFUL ACTS, which occurred prior to theend of the POLICY PERIOD and on or after the RETROACTIVE DATE, if any, which areotherwise covered by the POLICY and which are first made against this INSURED andreported to the Company during this Non-Practicing Extended Reporting Period.

This right to purchase this Non-Practicing Extended -Reporting Period is subject to thefollowing conditions:

1. The policy was not cancelled for non-payment of premium or was non-renewed; 2. The INSURED exercising this Non-Practicing Extended Reporting Period option

has complied with all of the terms and conditions of the policy; 3. The INSURED exercising this Non-Practicing Extended Reporting Period option

must send written notice to the Company of the intention to purchase thisNon-Practicing Extended Reporting Period accompanied by the additionalpremium. The Company must receive written notice and premium payment nolater than sixty (60) days after the POLICY PERIOD expires.

of 17

The per claim and aggregate limit of liability of this Non-Practicing Extended ReportingPeriod option shall be one hundred percent (100%) of the this policy’s per claim andaggregate limit of liability as shown on the Declarations on the inception date of theexpiring policy.

D. Subject to Paragraph F of this Section V, if an INSURED dies during the POLICY

PERIOD as a result of reasons other than self-inflicted injury, suicide, or alcohol or drugabuse, then the period for reporting CLAIMS is expanded at no additional premium untilthe executor or administrator of the estate is discharged, provided that the estate, heir oradministrator gives written notification and written proof of the date of death to theCompany within (9) months of the INSURED'S death.

E. If an INSURED becomes TOTALLY AND PERMANENTLY DISABLED during the

POLICY PERIOD, and has been continuously insured by the Company for at least one(1) consecutive years, then the period for reporting CLAIMS is expanded at no additionalpremium until the death of the INSURED or until the INSURED is no longer TOTALLYand PERMANENTLY DISABLED, provided that:

1. The INSURED or the INSURED'S legal guardian provides written notice of the

disability to the Company no later than sixty (60) days after the termination dateof the POLICY PERIOD

2. The INSURED or the INSURED'S legal guardian provides a physician's writtencertification of the disability including the date the disability commenced; and

3. The INSURED agrees to submit to a medical examination of the Company's

expense by any Physician (s) designated by the company.

The Company retains the right to contest the certification made by the Insured'sphysician and it is a condition precedent to this coverage that the INSURED agree tosubmit to medical examinations by any physician designated by the Company.

F. The Extended Reported Period does not:

1. Increase or reinstate the limits or liability; or2. Extend the policy period.

Any Claim made during the Extended Reporting Period shall be deemed to have beenmade during the immediately preceding POLICY PERIOD. The entire premium for thisoption shall be deemed fully earned at the commencement of the Extended ReportingPeriod.

The additional premium and deductible requirement for this Non-Practicing ExtendedReporting Period will be waived for an INSURED who is leaving the private practice oflaw to become either a state or federal judge.

VII. SUBROGATION

In the event of payment by the Company under this policy, the Company shall be subrogated toall INSUREDS' rights of recovery against any person or organization. All INSUREDS shallcooperate with the Company and do whatever is necessary to secure such rights and shall donothing to prejudice such rights.

of 17

VII. CHANGES

The terms of this policy shall not be waived or changed except by endorsement issued to form apart of this policy.

VIII. ASSIGNMENT

Assignment of interest under this policy shall not bind the Company unless its consent isendorsed hereon. If, however, an INSURED shall die or be adjudged incompetent, this policyshall cover the INSURED'S legal representative as the INSURED with respect to liabilitypreviously incurred and covered by this policy.

IX. CANCELLATION

A. This policy may be canceled by the NAMED INSURED by surrender thereof to theCompany or by mailing to the Company written notice stating when thereafter suchcancellation shall be effective. If this policy is canceled by the NAMED INSURED, theCompany may retain a proportion of the premium greater than pro rata.

B. This policy may be canceled by the Company for non-payment only by mailing to the

NAMED INSURED at the address stated in the DECLARATIONS written notice statingwhen, not less than ten (10) days prior to when the cancellation Is being effected byreason of the NAMED INSURED'S nonpayment of premium. The mailing of notice asaforementioned shall be sufficient notice and the effective date of cancellation stated inthe notice shall become the end of the POLICY PERIOD. If the Company cancels,earned premium shall be computed pro rata.

C. Delivery of written notice by the Company shall be equivalent to mailing. D. Premium adjustment may be made at the time cancellation is effected or as soon as

practical thereafter. X. NON-RENEWAL

A. If the Company elects not to renew this policy, the Company will mail a notice ofnon-renewal stating the reason(s) for non-renewal to the NAMED INSURED at least (30)days before the expiration of this policy.

B. This notice will be sent to the NAMED INSURED at the last mailing address known to

the Company by:

1. Certified Mail; 2. First Class mail if the Company has obtained from the post office a date-stamped

proof of mailing showing the NAMED INSURED'S name and address. C. Notice of non-renewal need not be mailed or delivered if the NAMED INSURED has:

1. Replaced coverage elsewhere; or2. Requested termination in writing.

of 17

XI. OTHER INSURANCE

Except for those CLAIMS specifically excluded pursuant to Exclusion III, if there is otherinsurance applicable to a CLAIM covered by this policy, this policy shall be deemed excessinsurance over and above the applicable limits of liability of all such other insurance unless suchother insurance is written only as specific excess insurance over the limits of liability provided inthis policy.

XII. ACTION AGAINST THE COMPANY

A. No action shall lie against the Company unless, as a condition precedent thereto, theINSURED shall have fully complied with all the terms of this policy, nor until the amountof the INSURED'S obligations to pay shall have been Finally determined either byjudgment against the INSURED after actual trial or by written agreement of the NAMEDINSURED, the claimant and the Company.

B. Nothing contained in this policy shall give any person or organization any right to join the

Company as a codefendant in any action against any INSURED to determine anyINSURED'S liability.

Xlll. MERGERS, ACQUISTIONS AND THE ADDITION OF NEW ATTORNEY(S)

All mergers and acquisitions with other firms and the addition of new attorney(s) occurringthroughout the POLICY YEAR must be reported to the Company or its Agent In writing withinthirty (30) days of the merger, acquisition or the addition of new attorney(s), or the nextanniversary of this policy, whichever is sooner. The Company shall have the right to adjust thepremium, terms, conditions and exclusions to reflect any shift in exposure created by suchmerger, acquisition or addition of the new attorney(s).

XIV. ENTIRE AGREEMENT

By acceptance of this policy, all INSUREDS reaffirm as of the effective date of this policy that:

A. the statements in the application including all information communicated by theINSURED to the Company, attached hereto and made a part hereof, are all INSUREDS'agreements and representations,

B. this policy is issued in reliance upon the truth and accuracy of such representations; and C. this policy embodies all agreements between all INSUREDS and the Company or any of

its agents relating to this insurance. XV. APPLICATION REPRESENTATIONS- SIGNATORY

The Insured's represent that the statements and representations contained in the application aretrue and shall be deemed material to the acceptance of the risk or the hazard assumed by theInsurer under this Policy. The signatory on the application is signing and acting on behalf of allinsured’s. This Policy is issued in reliance upon the truth of such statements andrepresentations. The Insured’s agree that If the Application contains statements orrepresentations that are untrue, this Policy shall be void and of no effect whatsoever.

XVI. BANKRUPTCY OR INSOLVENCY

Bankruptcy or insolvency of any INSURED or of any I NSURED'S estate shall not relieve the

of 17

Company of any of its obligations hereunder.

professional liability insurance policy declarations...

Documents