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SPECIFIED PROFESSIONS PROFESSIONAL LIABILITY COVERAGE FORM NOTICE: This is a Claims -Made Policy. This Policy covers only those Claims first made against the Insured during the Policy Period or Extended Reporting Period, if purchased. In consideration of the payment of the premium and reliance upon all statements made and information furnished to the Company, including the statements made in the Application and all attachments and materials submitted therewith and subject to all the provisions of this Policy, the Company agrees as follows: I. INSURING AGREEMENTS A. B. C. The Company will pay on behalf of the Insured, Loss in excess of the Deductible not exceeding the Limit of Liability shown on the Policy Declarations for which this coverage applies that an Insured shall become legally obligated to pay because of Claims first made against an Insured during the Policy Period or if applicable, during the Extended Reporting Period, for Wrongful Acts or Wrongful Acts resulting in Personal Injury, arising solely out of an Insured's duties on behalf of the Named Insured or Subsidiary. The Company will pay on behalf of the Insured any Loss in excess of the Deductible not exceeding the Limit of Liability as described in Section VI.C. to which this coverage applies that an Insured shall become legally obligated to pay because of a Claim(s) alleging Third Party Discrimination, provided that such Claim(s) arises out of a Wrongful Act of an Insured and is first made against an Insured during the Policy Period or if applicable during the Extended Reporting Period. The Company has the right and duty to defend any Claim to which this insurance applies, even if the allegations of the Claim are groundless, false or fraudulent. The Company will reimburse the reasonable expenses incurred by an Insured, including loss of wages, if the Insured is required by the Company to attend arbitration proceedings, trial or a hearing in defense of a Claim, in the amount of $250 per day for each Insured who attends such proceedings at the Company's request, subject to a maximum of $5,000 per Claim. Payments made pursuant to this provision shall be in addition to the Limits of Liability shown in the Policy Declarations. The Deductible amount stated in the Policy Declarations shall not apply to the payments made by the Company pursuant to this provision. II. FULL PRIOR ACTS COVERAGE PROVISION Coverage shall apply to any Claim made against an Insured for a Wrongful Act arising solely out of the Insured's duties on behalf of the Named Insured or Subsidiary committed prior to the expiration date of this Policy or the effective date of cancellation or non - renewal of this Policy, if applicable, provided that the SP (07-09) Claim is first made during the Policy Period, or the Extended Reporting Period, if applicable. However, coverage shall not apply to any Claim based upon or arising out of any Wrongful Act or circumstance likely to give rise to a Claim of which the person or persons signing the Application had knowledge, or otherwise had a reasonable basis to anticipate might result in a Claim, prior to the earlier of: A. The inception date of this Policy; or B. The inception date of the first Policy of this type the Company has issued to the Named Insured, provided the Company has written continuous coverage for the Named Insured from such date to the inception date of this Policy. III. DEFINITIONS The following defined words have a special meaning and are highlighted throughout this Policy by bold print. A. "Application" means: 1. An application(s) and any material submitted for this Policy, and 2. An application(s) and any material submitted, for all previous Policies issued by the Company providing continuous coverage until the inception date of this Policy. The content of 1. and 2., above, are incorporated by reference in this Policy as if physically attached hereto. B. "Claim' means: 1. A demand for money as compensation for a Wrongful Act, or 2. Any judicial or administrative proceeding, including a Disciplinary Proceeding, mediation or arbitration initiated against any Insured seeking to hold such Insured responsible for a Wrongful Act, including any appeal therefrom; 3. Any request to toll the statute of limitations relating to a potential Claim involving an alleged Wrongful Act. A Claim shall be considered first made when any Insured or the Insured's legal representative or agent first receives notice of a Claim. C. "Claim Expenses' mea necessary legal fees and Risk nfavgnnmenmwnn 1 Re EWED& APPRovm BY., F�� R. VSA4,d MW RMManagem nt Malpt