ALTOM TRANSPORT, INC. v. WESTCHESTER FIRE INSURANCE COMPANY Et Al Complaint

Case: 1:14-cv-09547 Document #: 1-1 Filed: 11/28/14 Page 1 of 209 PageID #:6
Appendix
2120 - Served
2220 - Not Served
2320 - Served By Mail
2420 - Served By Publication
SUMMONS
2121 - Served
2221 - Not Served
2321 - Served By Mail
2421 - Served By Publication
ALIAS- SUMMONS
(2/28/11) CCG NOOl
IN THE CIRCUIT COURT OF COOK COUNTY, ILLINOIS

COUNTY DEPARTMENT, CHANCERY
DIVISION
:L01t:~CH17566
CALENDAR/ROOM 06
TIME oo~oo
Declaratory Jdgmt _
No. __________________________
~\v 0t IL.;oo
RECEUVED
ALTOM TRANSPORT, INC.
(Name all parties)
STATE OF ILLINOIS
v.
OCT 3 fJ 2014
WESTCHESTER FIRE INSURANCE COMPANY, and MICHAEL STAMPLEY
DEPT. OF INSURANCE
CHICAGO, ILLINOIS
(!)SUMMONS QALIAS SUMMONS

To each Defendant:
YOU ARE SUMMONED and required to file an answer to the complaint in this case, a copy of which is
hereto attached, or otherwise file your appearance, and pay the required fee, in the Office of the Clerk ofthis Court at the
following location:
0
0
Richard J. Daley Center, 50 W. Washington, Room .:8.:0=2_ _ _ _.J Chicago, Illinois 60602
District 2 - Skokie
5600 Old Orchard Rd.
Skokie, IL 60077
District 3 - Rolling Meadows

2121 Euclid
Rolling Meadows, IL 60008
District 4 - Maywood
1500 Maybrook Ave.
Maywood,IL 60153
District 5 - Bridgeview
10220 S. 76th Ave.
Bridgeview, IL 60455
District 6 - Markham
16501 S. Kedzie Pkwy.
Markham, IL 60428
Child Support
28 North Clark St., Room 200
Chicago, Illinois 60602
You must file within 30 days after service of this Summons, not counting the day of service.
IF YOU FAIL TO DO SO, A JUDGMENT BY DEFAULT MAY BE ENTERED AGAINST YOU FOR THE RELIEF
REQUESTED IN THE COMPLAINT.
To the officer:
This Summons must be returned by the officer or other person to whom it was given for service, with endorsement
of service and fees, if any, immediately after service. If service cannot be made, this Summons shall be returned so endorsed.
This Summons may not he served later than 30 days after its date.
Atty. No.:._5_8_13_9_ _ _ __
WITNESS,---------------'-----
Name: Emerson Law Group, P.C.

Atty. for: Plaintiff Altom Transport, Inc.
Address: 541 West Diversey Parkway, Suite 21 0-A
City/State/Zip: Chicago, IL 60614
Telephone: 312-758-4301
Clerk of Court
201<\.
Date of servic9:Cnmnnr !R!ROWiU 0CJ 3 0

(To be inserted by officer on copy left with defendant
or other person)
Service by Facsimile Transmission will he accepted at:--------------.,-,--:::--:--,...,..,-----,,-:-:-----------(Area Code)
(Facsimile Telephone Number)
DOROTHY BROWN, CLERK OF THE CIRCUIT COURT OF COOK COUNTY, ILLINOIS
Chancery Division Civil Cover Sheet- General Chancery Section
(Rev. 11106/13) CCCH 0623
IN THE CIRCUIT COURT OF COOK COUNTY, ILLINOIS

COUNTY DEPARTMENT, CHANCERY DIVISION
ALTOM TRANSPORT, INC.,
2014C!-!17566
CALENDAR/ROOM 06
Plaintiff
v.
No.
WESTCHESTER FIRE INSURANCE COMPANY and MICHAEL STAMPLEY,
Defendant
CHANCERY DIVISION CIVIL COVER SHEET
GENERAL CHANCERY SECTION
A Chancery Division Civil Cover Sheet- General Chancery Section shall be filed with the initial complaint in all
actions filed in the General Chancery Section of Chancery Division. The information contained herein is for administrative purposes only. Please check the box in front of the appropriate category which best characterizes your action being
lC IN
filed.
0005
0001
0002
0004
0
0
Class Action
Declaratory Judgment
Injunction
0007
0010
0011
0012
0013
0014
0015
0016
0017
0018
0
0
0
0
0
0
0
0
0
0
General Chancery
Accounting
Arbitration
Certiorari
Dissolution of Corporation
Dissolution of Partnership
Equitable Lien
Interpleader
Mandamus
Ne Exeat
l1
L:
~IE C E 9 VIED
STATE OF ILLINOIS
OCT 30 20!4
DEPT. OF INSURANS~U
CHICAGO, ILLINOIS 19
0020
0021
0022
0023
0024
0025
0026
Atty. No.: _5_8_13_9_ _ _ __
0
0
0
0
0
0
0
0
0
Partition
Quiet Title
Quo Warranto
Redemption Rights/
Reformation of a C.c;mtra:q~ "
Rescission of a Co~traq~ :::.
Specific Performall.?e ,,,
--:>
Trust Constructiorf'
Other (specifY)
~J;::_
,.....
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(...)
"-~
-i?j
IT!
;!::.
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Service via email from the opposing party/counsel will be

accepted at:
By: Emerson Law Group, P.C.
0 Administrative Review
Pro Se 99500
Name: Eric J. Emerson, Brett L. Warning

Atty. for: Plaintiff Altom Transport, Inc.
Address: 561 West Diversey Parkway, Suite 21 0-A
City/State/Zip Code: Chicago, IL 60614
eemerson@emersonlawgroup.com
by consent pursuant to Ill. Sup. Court Rules 11 and 131.

ProSe Only: 0 I have read and agree to the terms of the
Clerk's Office Electronic Notice Policy and choose to opt
in to electronic notice from the Clerk's office for this case
at this email address:
Telephone: 312-758-4301
DOROTHY BROWN, CLERK OF THE CIRCUIT COURT OF COOK COUNTY, ILLINOIS
11 av
)':~v(:(
Case: 1:14-cv-09547 Document #: 1-1 Filed: 11/28/14 Page 4 of 209

PageID #:9
RECEDVED
STATE OF ILLINOIS
OCT 3 () 2014
DEPT. OF INSURANCE
CHICAGO, ILLINOIS
IN THE CIRCUIT COURT OF COOK COUNTY ILLINOIS

COUNTY DEPARTMENT- CHANCERY DIVISION
ALTOM TRANSPORT, INC.,
)
)
)
)
)
)
)
)
)
)
)
Plaintiff,
v.
WESTCHESTER FIRE INSURANCE
COMPANY, and
MICHAEL STAMPLEY,
Defendants.
No.:
20VCH17566
CALENDAR/ROOM 06
TIME 00:00
Declaratory Jdgmt
COMPLAINT FOR DECLARATORY JUDGMENT

Plaintiff, ALTOM TRANSPORT, INC. ("Altom Transport"), by and through its
undersigned attorneys, states the following for its Complaint for Declaratory.:~udgment aiSinst
''
:,r:
WESTCHESTER
FIRE
INSURANCE
COMPANY
STAMPLEY ("Mr. Stampley"), pursuant to 735 ILCS 5/2-701:
:.:.:, :-1 -'
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Altom Transport is a corporation licensed to do business in !,_he "State of::flli!JP.!s

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and does business in Cook County.

2.
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("Westchester") :and~.MIC131AEIT-;
:-,:;j
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--
Westchester is an insurance company licensed to transact business in the State of
Illinois and does business in Cook County.
This declaratory action concerns coverage
obligations owed by Westchester to Altom Transport under Westchester insurance policy

number G250209QA 004 with a policy period of August 3, 2013 to August 3, 2014.
3.
Mr. Stampley is a resident of Cook County in the State of Illinois. As the Plaintiff
in an underlying lawsuit more fully described below, Mr. Stampley is named as a necessary
party-defendant to this declaratory action.
4.
Venue is proper in this Court pursuant to 735 ILCS 5/2-101 and 102.
5.
An actual and justiciable controversy exists between Altom Transport and
Westchester as to whether Westchester owes insurance coverage obligations to its policyholder,

Altom Transport.
6.
Altom Transpmt is a federally licensed tank-truck motor carrier (U.S. DOT
Number 297572 and MC-187735) and hauls liquid commodities (such as petroleum products and
chemicals) throughout the United States, Mexico and Canada.
7.
Altom Transport has both employee drivers and owner-operator drivers.
The
owner-operators lease their own trucks and services to Altom Transport as independent
contractor drivers. Altom Transport and the owner-operators enter into lease agreements for
Altom Transport's use ofthe owner-operator's truck and services.
8.
Mr. Stampley was an owner-operator driver for Altom Transport from September
28, 2012 to March 24, 2014. As such, Mr. Stampley and Altom Transport entered into a lease
agreement for use of Mr. Stampley's truck and driving services. A copy of the lease agreement
is attached as Exhibit A. An Illinois ICC EL-l Form identifying (a) Mr. Stampley and (b) his
2007 Peterbilt tractor was approved by and filed with the ICC on October 10, 2012 and listed
Stampley's payment as "70% or (sic) gross and/or (other terms)." The lease agreement referred
to the signed and filed EL-l as Appendix A to the lease.
9.
The lease agreement with Mr. Stampley was terminated by Altom Transport on
March 24,2014 for service related failures. Three (3) months later, Mr. Stampley filed a lawsuit
against Altom Transport in the United States District Court for the Northern District of Illinois,
Eastern Division, No. 1:14-cv-03747 (the "Stampley Action"). The Complaint was filed on May
21,2014.
I 0.
The Stampley Action was filed by Mr. Stampley individually and on behalf of a
purported class of former and undisclosed Altom Transport owner-operator drivers.
The
Complaint was titled "Class Action Complaint for Declaratory and Injunctive Relief and
Damages". The Stampley Complaint is attached as Exhibit B.
II.
Pursuant to the lease agreement and ICC EL-l, Mr. Stampley was to be paid 70%
of the gross Altom Transport received from Mr. Stampley's truck and services.
In his
Complaint, Mr. Stampley generally claims that he and other owner-operator drivers similarly
situated should have been paid an additional percentage (70%) of funds stemming from expenses
such as internal and external tank-trailer washes and that Altom Transport wrongfully withheld
such payments.
12.
In the bulk tank-truck motor carrier industry tank washes are routinely required to
ensure that residue from a prior shipment does not contaminate the subsequent load placed in the
tank trailer. These services are performed by outside vendors -- not Altom Transport and not the
drivers. Mr. Stampley makes his claim despite the fact that Altom Transport owns all the tanktrailers provided to Mr. Stampley and others, and that the tank wash and other tank-trailer related
charges are expenses incurred by Altom Transport that are then passed through to the shipper (or
other party) for reimbursement.
13.
Mr. Stampley alleges three causes of action in his Complaint: (I) that the lease
agreement used by Altom Transport was improper and wrongful insofar as it did not conform
with the Federal Motor Carrier Safety Administration Truth-in-Leasing Act, 49 USC 14102 and
49 C.F.R Section 376.12; (2) that Altom Transport wrongfully failed to pay Mr. Stampley and
other owner-operators a 70% share of tank-related expense items- including tank wash charges;
(3) and that Altom Transport purportedly wrongfully enriched itself by not paying Mr. Stampley
and other drivers the 70% of these charges. Mr. Stampley is seeking monetary damages, nonmonetary damages and/or injunctive relief. Altom Transport has denied all of Mr. Stampley's
claims.
14.
On May 23, 2014 Altom Transport immediately tendered the Stampley Action to
Westchester, requesting that Westchester provide it with a defense and indemnity.

15.
Westchester denied Altom Transport's tender and request in correspondence of
July 14,2014. Westchester relied upon various exclusions in its policy as grounds for its refusal
to defend or indemnify Altom Transport. Westchester's denial letter is attached as Exhibit C.
16.
Westchester has neither defended Altom Transport under a reservation of rights
nor filed a declaratory judgment action seeking a judicial determination of its obligations to
Altom Transport.
17.
As a result of Westchester's refusal to defend, Altom Transport retained counsel,
has funded its own defense in the Stampley Action, and has now been forced to initiate this
declaratory action.
18.
On October, 14, 2014, Mr. Stampley's counsel made a written "final" time-
demand for settlement in the amount of$1.9 million. A copy of this letter is attached as Exhibit
D.
19.
The $1.9 million settlement demand was within Westchester's policy limits and
was set to expire on October 17, 2014 at 9:00a.m.

20.
In correspondence dated October 15, 2014, Altom Transport tendered the $1.9
settlement demand from Mr. Stampley to Westchester requesting that Westchester reconsider its
denial of coverage and immediately settle the claim within limits on Altom Transport's behalf.
A copy of Altom Transport's letter is attached as Exhibit E.
21.
Remarkably, Westchester did not respond substantively to the demand-- or even
acknowledge receipt of Altom Transport's request -- thereby squandering any opportunity to

settle within limits.
22.
On October 21, 2014 Altom Transport advised Westchester that Mr. Stampley
had withdrawn his settlement demand. See correspondence attached as Exhibit F.

23.
On October 27, 2014, Mr. Stampley advised that the settlement demand had
increased to $2.3 million with an expiration date of October 31, 20 14.

24.
Altom Transport advised Westchester of the increased demand on October 28,
2014 and requested that Westchester act now to settle the Stampley Action. This communication
is attached as Exhibit G.
25.
As of the date of the filing of this Complaint, Westchester has failed to
communicate with Altom Transport in any way.

26.
Altom Transport is an insured under Westchester policy bearing policy number
G2502090A 004 and with a policy period of August 3, 2013 to August 3, 2014. This policy is
called an ACE Express Private Company Management Indemnity Package Insurance
Policy ("Westchester policy"). A copy of the Westchester policy is attached as Exhibit H.

27.
This Westchester policy has a Directors & Officers and Company coverage part
which applies to allegations that the Company (Altom Transport), its principals and/or officers
are liable for wrongful conduct.
28.
The Westchester policy is a "claims made" policy, meaning it covers claims made
during the policy period.

29.
The Westchester policy contains the following insuring agreement:

3.
30.
The Insurer [Westchester] shall pay the Loss of the Company

[Altom Transport] which the Company becomes legally obligated
to pay by reason of a Claim first made against the Company
during the Policy Period or, if applicable, the Extended Period,
and reported to the Insurer pursuant to subsection E 1 herein, for
any Wrongful Act taking place prior to the end of the Policy
Period.
The Westchester policy includes the following relevant definitions:

1.
Claim means:
c) A civil proceeding against any Insured seeking

monetary damages or non-monetary or injunctive
relief, commenced by the service of a complaint
or similar pleading;
*
9.
Wrongful Act means any actual or alleged error, omission,

misleading statement, misstatement, neglect, breach of duty
or act allegedly committed or attempted by:
*
c)
the Company, but only with respect to Insuring Clause 3

of this Coverage Section.
Endorsement No. 14 to the Westchester policy amends the definition of Loss in

relevant part as follows:
Loss means damages, judgments, settlements, pre-judgment or
post-judgment interest awarded by a court ....
31.
The Westchester policy includes the following relevant duty to defend coverage:
6
I.
It shall be the duty of the Insurer and not the duty of the
Insureds to defend any Claim. Such duty shall exist even
if any of the allegations are groundless, false or fraudulent.
The Insurer's duty to defend any Claim shall cease when
the Limits of Liability have been exhausted by the payment
of Loss including Costs, Charges and Expenses.
COUNT I
(Wrongful Refitsa! of Duty to Defend)
32.
Altom Transport re-alleges the allegations contained in Paragraphs 1 through 31
of its Complaint for Declaratory Judgment as if fully set forth herein.

33.
The Stampley Action alleges a Loss by the Company as those terms are defined
in the Westchester policy.

34.
The Stampley Action alleges a Claim as that term is defined in the Westchester
policy, and the Claim was made within the Policy Period.
35.
The Stampley Action alleges a Wrongful Act by the Company as those terms are
defined in the Westchester policy.

36.
The allegations of the underlying Complaint fall within, or potentially within, the
coverage provided by the Westchester policy. Therefore it is the mandatory duty of Westchester
("not the duty of the Insured") to defend any Claim. Under the express language of the policy,
Westchester has this duty to defend even if the underlying allegations are groundless, false or
fraudulent.
37.
To the extent Westchester relies on policy exclusions to deny coverage, it is
Westchester's burden of establishing that the applicability of those exclusion(s) is clear and free
from doubt. Westchester has not met this burden.
7
38.
The allegations contained in the Stampley Action are covered, or at the very least
potentially covered, by the Westchester policy and, as such, Westchester owes a duty to defend
Altom Transport in the Stampley action.
WHEREFORE, Altom Transport respectfully requests that this Court find that the
Westchester policy provides coverage for the Stampley Action; that Westchester owed Altom
Transport a duty to defend; that Westchester breached its contractual obligation to defend Altom
Transport, and that Westchester is obligated to reimburse Altom Tranport its defense costs paid
to date to be incurred in the future.
Count II
(Imposition of Estoppel)
39.

40.
The allegations contained in the Stampley Action fall within or potentially within
the coverage afforded to Altom Transport under the Westchester policy. As such Westchester
owed Altom Transport a duty to defend.
41.
However, on July 14,2014, Westchester denied it owed any coverage obligations
to Altom Transport stemming from the Stampley Action.

42.
Westchester did not defend Altom Transport under a reservation of rights or file a
declaratory judgment action to secure a determination of any coverage obligations, as required

under Illinois law.
43.
Westchester's denial of coverage was incorrect and it wrongfully failed to initiate
a declaratory judgment action to conclusively determine its coverage obligations to Altom
Transport. As such, under clear and unequivocal Illinois law, Westchester is now estopped from
asserting any defenses to coverage for the Stampley Action.
WHEREFORE, Altom Transport respectfully requests that this Court find that
Westchester has breached its duty to defend the Stampley action, and that it is estopped from
asserting any coverage defenses now or in the future.
COUNT III
(Section 215 ILCS 5/155 Claim)
44.

45.
Westchester's (1) wrongful denial of coverage; (2) failure to defend under a
reservation of rights or file a declaratory judgment action; (3) complete disregard of Altom
Transport's communication requesting a reconsideration of the denial of coverage and settlement
within the policy limits; (4) forfeiture of the oppmtunity to settle within the policy limits on
behalf of Altom Tranport; and (5) exposing its insured to an excess settlement or judgment,
constitute unfair and improper claim practices pursuant to Section 215 ILCS 51155 of the Illinois
Insurance Code and entitles Altom Transport to all available relief thereunder.
WHEREFORE, Altom Transport respectfully requests that this Court find that
Westchester has engaged in unfair claims practices and is liable for damages under 215 ILCS
5/155 including, but not limited to, an award of its attorney's fees and costs.
Respectfully Submitted,
Eric J. Emerson
Brett L. Warning
Emerson Law Group, P.C.
561 West Diversey Parkway
Suite 210-A
312.758.4301
Firm ID 58139
10

Independent Contractor Agreement
For Owner-Operator
THIS AGREEMENT is made this 28TH day of SEPTEMBER, 2012, in the State of
Illinois, County of Cook, by and between ALTOM TRANSPORT, INC., a regulated for
hire motor carrier, an Illinois corporation ("ALTOM
TRANSPORT") and MICHAEL STAMPLEY("CONTRACTOR"), as follows:
WHEREAS, ALTOM TRANSPORT is engaged in business to provide trucking
service for different customers and intends to contract with CONTRACTOR in the
performance of certain tasks;
WHEREAS, ALTOM TRANSPORT's principal place of business is located at the
following address:
4243 S. Knox Avenue
(800) 327-8903
WHEREAS, CONTRACTOR's principal place of business is located at the following address:
15129 South Grant Street
Dolton, Illinois 60419
708-849-6265
WHEREAS, CONTRACTOR is doing business as a [check one]:

D Partnership
X Sole Proprietorship
(PAGE 1 OF 22 PAGES)
Corporation
/
I
.,
Now, THEREFORE, in consideration of the mutual covenants herein contained, the

sufficiency of which is acknowledged, it is agreed as follows:
During the term of this Agreement, CONTRACTOR shall provide ALTOM

TRANSPORT transportation related services and the use of the equipment set forth
below or in an appendix (the "Equipment"). CONTRACTOR represents and warrants
that CONTRACTOR has title to or is authorized to contract the Equipment and services
to ALTOM TRANSPORT.
Upon taking possession of the Equipment from
CONTRACTOR, ALTOM TRANSPORT shall furnish to CONTRACTOR a receipt for
Equipment, which shall constitute the receipt required by 49 C.F.R. 376.1l(b). Upon
termination of this Agreement, CONTRACTOR shall execute a similar receipt for
equipment as the written receipt for the return of the Equipment by CARRIER to
CONTRACTOR; provided, however, that the Agreement and ALTOM TRANSPORT's
obligations thereunder shall expire upon the written notice of termination regardless of
whether CONTRACTOR submits the receipt required under this provision.
Year
2007
1.
Make
PETERBILT
Serial No.
1XP5DB9X27N730834
Unit#
B439
Effective Date
This Agreement shall become effective upon signing by both parties and
shall remain in effect for one (1) year from date of signing, and shall automatically
renew for additional like periods.
2.
Termination
This Agreement may be terminated:

A.
Without cause, upon either party giving the other thirty (30) days'
prior written notice; or
B.
For cause, immediately, upon material breach of any term of this

Agreement by either of the parties.
C.
Upon termination of this agreement CONTRACTOR understands

and agrees that the business, contacts, policies, manuals, literature,
price lists, marketing strategies, customer lists, procedures, systems,
..'
records and any and all information, of any type, pertaining to the
operations of ALTOM TRANSPORT, whether or not contributed by
CONTRACTOR, in whole or in part, are or become the proprietary
information
and
property
of ALTOM
TRANSPORT.
CONTRACTOR agrees to maintain the confidentiality of all such
information and documents. On termination or cancellation of this
Agreement, for uny reason, CONTRACTOR shall promptly return
all such documents, literature and information to ALTOM
TRANSPORT and CONTRACTOR shall immediately discontinue
use of or reference to ALTOM TRANSPORT's name and
identification and immediately remove any and all signs and U.S.
Department of Transportation ("DOT") permit numbers which refer
to ALTOM TRANSPORT. ALTOM TRANSPORT may withhold
final settlement from CONTRACTOR pending full compliance with
this condition.
3.
Registration/Licensing of ALTOM TRANSPORT
A.
ALTOM TRANSPORT is a for hire motor carrier authorized to

transport property pursuant to licenses issued by the FMCSA and
other federal and state operating authorities and licenses.
B.
ALTOM TRANSPORT will use said Equipment in its business as a

motor carrier, under its various certificates or permits which it now
holds or which it may subsequently acquire, where such are
required. Such Equipment furnished to ALTOM TRANSPORT
shall be exclusively used in ALTOM TRANSPORT's business to
the extent required by all applicable laws and regulations. Said
Equipment shall, during the term of this Agreement, be under
ALTOM TRANSPORT's exclusive possession, use and control, to
the extent contemplated by and required by all applicable federal and
state laws and regulations relating to the operation of leased motor
vehicle equipment by motor carriers. The above is not intended to
prevent Contractor from entering into contracts with other
companies, to the extent that such agreements do not conflict
with this contract or any other agreements between the parties
to this agreement. ALTOM TRANSPORT assumes full responsibility for the operation of said Equipment as to all third parties and
the public at large. However, this shall in no way modify, alter or
affect CONTRACTOR's status as an Independent Contractor, and
not an employee of ALTOM TRANSPORT. Nothing in this Agreement shall be deemed as a delegation of ALTOM TRANSPORT's
duties as a common or contract carrier to CONTRACTOR insofar as

the public or any governmental or regulatory body may be
concerned. The terms of this Agreement are merely an assignment
and distribution of various costs arising out of the operations to be
conducted pursuant to this Agreement, between the parties to this
Agreement.
4.
Ownership of Equipment
The CONTRACTOR declares that it holds title to (or is otherwise legally

entitled to lease) said Equipment and does lease to ALTOM TRANSPORT the
Equipment described in the Illinois Commerce Commission ("ICC") Equipment
Lease form attached to this Agreement as Appendix "A," and made a part hereof.
5.
Name on CONTRACTOR's Equipment
The CONTRACTOR agrees to display ALTOM TRANSPORT'S business

name on all Equipment covered by this Agreement. Any such display of business
name and address shall comply with applicable law and with the rules and
regulations of the DOT.
6.
Availability and Scheduling
The CONTRACTOR is not required by ALTOM TRANSPORT to perform

services or be available to perform services at specific times or according to a
schedule or for a number of hours specified by ALTOM TRANSPORT. However,
pickup or delivery times specified by a shipper, receiver, broker, or other party
that owns or controls a shipment shall not be deemed "specified" by ALTOM
TRANSPORT.
7.
Licensing and Operating Costs
A.
LICENSES. The CONTRACTOR shall pay all costs of licensing

and operating the Equipment (except when federal or state law or
regulation requires ALTOM TRANSPORT to pay), and no costs of
such licensing or operating shall be separately reimbursed by any
other person or entity. CONTRACTOR shall have and maintain a
current and valid Commercial Drivers License ("CDL") along and
shall at all times comply with the DOT standards, rules, and
regulations.
B.
EQUIPMENT. The CONTRACTOR agrees that the Equipment

described herein will be kept and maintained in first -class condition
'
..,
and repair at CONTRACTOR's sole expense. CONTRACTOR

agrees to pay all of the expenses incurred in operating the Equipment
which is the subject of this Agreement, without limitation, including,
but not limited to, those items enumerated in 49 C.F.R. 376.12(e),
including but not limited to, cost of fuel, fuel taxes, empty miles,
permits of all types, tolls, ferries, detention, accessorial services,
base plates and licenses, and the unused portion of such items.
CONTRACTOR shall also ensure compliance with registration with
the International Fuel Tax Association and compliance with all
applicable rules and regulations. Upon failure of CONTRACTOR to
make such payments, ALTOM TRANSPORT may avail itself of any
remedies described in Paragraph (2) herein or elsewhere in this
Agreement.
C.
CONTRACTOR warrants that the Equipment leased herein complies with all of the required safety rules and
complies with all rules and regulations of the United States
Department of Transportation, and any and all federal, state or local
regulatory bodies having jurisdiction over the operation of said
Equipment, and that all taxes, of any nature, assessable against the
leased Equipment or its operation have been paid. All costs incurred
in connection with causing the Equipment leased hereunder to
comply with said rules and regulations and any loss, damage or
expense of any nature, whatsoever, which shall result from
CONTRACTOR's failure to ensure such compliance, shall be borne
by CONTRACTOR. Upon failure of CONTRACTOR to promptly
and immediately ensure such compliance and pay such costs or
expenses, ALTOM TRANSPORT may, at its exclusive option,
effect such compliance, pay such costs or expenses, and deduct the
amount of such payment, together with any administrative expenses
incurred in so doing, from any monies due or which may become
due to CONTRACTOR pursuant to this Agreement. Before making
any such deduction, ALTOM TRANSPORT shall give CONTRACTOR an itemized statement, setting forth the amount and allocation of any such deductions.
D.
LICENSE PLATES.
SAFETY COMPLIANCE.
CONTRACTOR shall purchase and pay for all

license plates necessary for the operation of the Equipment leased
herein, in CONTRACTOR's name, and said license plate(s) shall
remain the sole property of CONTRACTOR. Alternatively, at
ALTOM TRANSPORT's election, ALTOM TRANSPORT may
purchase such license plate(s) for the Equipment leased herein in
ALTOM TRANSPORT's name, and said license plate(s) shall then
''
.'.
remain the sole property of ALTOM TRANSPORT. In such event,

CONTRACTOR shall reimburse ALTOM TRANSPORT for the
cost of all license plate(s). Then, upon cancellation of this
Agreement, to the extent that such license plate(s) are unexpired and
ALTOM TRANSPORT is able to receive a refund for the unexpired
portion thereof or actually uses said license plate(s) in its business,
in any manner, CONTRACTOR shall receive a pro rata refund for
the unexpired portion of said license plate(s), to the extent that
CONTRACTOR has already paid ALTOM TRANSPORT for said
unexpired portion of said license plate(s).
E.
Neither CONTRACTOR nor any personnel furnished by

CONTRACTOR shall charge any purchases, of any nature, to
ALTOM TRANSPORT. Should CONTRACTOR or its personnel,
in violation of this Paragraph, charge any purchases to ALTOM
TRANSPORT, ALTOM TRANSPORT shall have the right to set off
and deduct the amount of any such charges, together with any
administrative expenses incurred, from any monies due or which
may become due to CONTRACTOR pursuant to this Agreement and
to avail itself of any other remedies described elsewhere in this
Agreement .. ALTOM TRANSPORT shall provide CONTRACTOR
written itemization and documentation of all charge backs where
such documentation is necessary to verif'y the validity of the charge.
F.
In the event that ALTOM TRANSPORT shall be required to make any advances or payments for and/or on behalf of
CONTRACTOR's obligation for necessary operating expenses or
repairs on said Equipment, then ALTOM TRANSPORT shall have
the right to withhold an equivalent sum, plus any administrative
expenses asserted by ALTOM TRANSPORT in making such
advances, as a set-off, from funds due CONTRACTOR as rental
payment hereunder, or from any other sums which ALTOM
TRANSPORT may owe to CONTRACTOR, to secure the repayment of any such advances or payments. ALTOM TRANSPORT
shall provide CONTRACTOR written itemization and
documentation of all charge backs where such documentation is
necessary to verif'y the validity of the charge. CONTRACTOR
hereby authorizes irrevocably any agent of any court of record to
appear for CONTRACTOR in such court and confess judgment,
without process, in favor of ALTOM TRANSPORT, for such
amounts of any advance or payment which ALTOM TRANSPORT
has made on behalf of CONTRACTOR which remains unpaid,
together with reasonable costs of collection, including attorneys'
CHARGES.
ADVANCES.
fees, and to waive and release all errors which may intervene in any
such judgment, hereby ratifying and confirming all that said attorney
may do by virtue hereof.
G.
ALTOM TRANSPORT NOT LIABLE. ALTOM TRANSPORT

shall not, in any way, be liable for fire, theft, loss or damage to the
Equipment leased hereunder, unless the cause of such loss was
solely that of Altom Transport.
H.
INSURANCE. It is recognized that the DOT and various other

regulatory bodies require the carrier under whose certificates or
permits leased Equipment is being operated to be responsible to the
public with respect to such Equipment while same is being operated
under its authority. ALTOM TRANSPORT will file, or has on file,
with the DOT and any other regulatory body having jurisdiction over
its operations, evidence of insurance in such amounts as may be
required by law or regulation of said agencies, and will continuously
maintain in effect insurance in such amount.
I.
VEHICLES. CONTRACTOR shall ensure that all Equipment and

Vehicles utilized pursuant to this agreement shall at all time adhere
to applicable DOT standards. CONTRACTOR agrees to hold
harmless and indemnify ALTOM TRANSPORT for any noncompliance violations with the above standards.
J.
CHARGEBACKS. ALTOM TRANSPORT shall charge back to

CONTRACTOR at the time of payment or settlement, any liability
or expense ALTOM TRANSPORT has incurred or paid that, under
this Agreement or any addendum to this Agreement,
CONTRACTOR is obligated to bear. Such expenses shall be
deducted from the amount of CONTRACTOR's compensation and
shall include those expenses set forth in this Agreement.
The
amount of each item to be charged back to CONTRACTOR shall be
computed based on the actual cost or expense incurred by ALTOM
TRANSPORT and any administrative fee or mark-up disclosed in
this Agreement or any addendum thereto. ALTOM TRANSPORT
shall provide CONTRACTOR written
itemization and
documentation of ail charge backs where such documentation rs
necessary to verify the validity of the charge.
8.
Insurance/Benefits/Warranties
A.
INSURANCE COVERAGES. CONTRACTOR shall carry, at its own

expense, the following insurance coverages with the described
minimum limits:
1)
Non-Trucking Liability. CONTRACTOR shall procure,

carry, and maintain public liability and property damage
insurance which shall provide coverage to CONTRACTOR
whenever the Equipment is not being operated on behalf of
ALTOM TRANSPORT in a combined single limit of not less
than One Million Dollars ($1,000,000) for injury or death to
any person or for damages to property in any one occurrence.
In addition, such coverage shall be primary to any other
insurance that may be available from ALTOM
TRANSPORT. CONTRACTOR shall be responsible for all
deductible amounts and for any loss or damage in excess of
the policy limit.
2)
Workers' Compensation Coverage. CONTRACTOR shall

maintain workers' compensation coverage and Occupational
Disease coverage for CONTRACTOR, its agents, servants
and
employees.
As
an
independent
contractor,
CONTRACTOR is aware that costs and liabilities associated
with work related injuries are the sole responsibility of the
CONTRACTOR.
If CONTRACTOR fails to keep in
force/said insurance, contractor thereby elects to opt out of
the state workers compensation act of the state(s) in which
contractor operates.
3)
Other Insurance. In addition to the insurance coverages

required under this Agreement, it is CONTRACTOR'S
responsibility to procure, carry and maintain any fire, theft,
uninsured and/or underinsured motorist, and physical damage
(collision), or other insurance coverage that CONTRACTOR
may desire for the Equipment or for CONTRACTOR's health
care or other needs. As provided in this Agreement,
CONTRACTOR holds CARRIER harmless with respect to
loss of or damage to CONTRACTOR's Equipment, trailer, or
other property, and CARRIER has no responsibility to
procure, carry, or maintain any insurance covering loss of or
damage to CONTRACTOR's Equipment, trailer, or other
property. CONTRACTOR acknowledges that CARRIER
may, and CONTRACTOR hereby authorizes CARRIER to,

waive and reject no-fault, uninsured, and underinsured
motorist coverage from CARRIER's insurance policies to the
extent allowed under Illinois law (or such other state law
where the Equipment is principally garaged), and
CONTRACTOR shall cooperate in the completion of all
necessary documentation for such waiver, election, or
rejection.
B.
CONTRACTOR will furnish

ALTOM TRANSPORT an insurance certificate for all required
coverages shown above naming ALTOM TRANSPORT as an
additional insured on the Non-trucking liability coverages.
C.
No BENEFITS. CONTRACTOR further understands and agrees that

CONTRACTOR and CONTRACTOR's subcontractors, agents or
employees are not entitled to any employee benefits granted to
ALTOM TRANSPORT's employees, and CONTRACTOR shall
indemnify and hold ALTOM TRANSPORT forever harmless from
any and all liabilities (including expense and attorneys' fees) and all
costs, loss, expenses or damages arising from employee
compensation or benefits, unemployment, Social Security or any
other tax deduction or any employee benefits including, but not
limited to, group accident and health insurance or any workers' compensation or occupational disease claims, injuries to or omissions of
CONTRACTOR or CONTRACTOR's subcontractors, agents or
employees for failure to comply with the terms and obligations of
this Agreement.
D.
It is expressly understood and

agreed that, because of CONTRACTOR's independent contractor
status, ALTOM TRANSPORT is not obligated to carry any
insurance
covering
CONTRACTOR,
including workers'
compensation and occupational disease insurance, and that
CONTRACTOR shall be responsible for the payment of premiums
on any health, liability, or accident insurance carried by CONTRACTOR for its protection, or the protection of its subcontractors,
agents and employees.
E.
DRIVERS QUALIFIED. CONTRACTOR warrants that CONTRAC-
CERTIFICATES OF INSURANCE.
CONTRACTOR NOT COVERED.
TOR will furnish to operate all Equipment leased pursuant to this

Agreement only drivers or personnel who are qualified and
competent. CONTRACTOR agrees that all drivers and personnel
furnished will be required to meet all of the rules and regulations of

the United States Department of Transportation, and any other
regulatory body having jurisdiction as to safety, hours of service,
inspection and maintenance, the taking of physical examinations,
and furnishing a certificate therefore. All drivers and personnel will
be required to comply as to the qualifications, training program, drug
and alcohol testing and safety rules of the United States Department
of Transportation, and any other body having jurisdiction. It is
further agreed that all drivers and personnel furnished by
CONTRACTOR shall comply with all rules and regulations
prescribed by any regulatory body having jurisdiction over the
operations to be conducted pursuant to this Agreement.
CONTRACTOR will ensure that all records pertaining to the
foregoing will be furnished to ALTOM TRANSPORT, in order that
ALTOM TRANSPORT can keep and maintain such records in
accordance with the rules and regulations of all regulatory bodies
having jurisdiction over these operations.
F.
FINES AND PENALTIES. ALTOM TRANSPORT shall not be responsible for any fine, expense or costs incurred by CONTRACTOR
or any drivers or personnel furnished by CONTRACTOR, by reason
of its or their violation of, or failure to adhere to, any federal or state
law, local ordinance or regulation, or rule or regulation of any
federal, state or local regulatory body having jurisdiction; provided,
however, that ALTOM TRANSPORT agrees to pay all fines and
penalties for inadequacies in operating authorities or licenses where
it is mandatory that such be issued in ALTOM TRANSPORT's
name. ALTOM TRANSPORT shall be responsible for fmes for
overweight or over-dimension trailers when trailers are pre-loaded,
sealed or the load is containerized, or when the trailer or lading is
otherwise outside of CONTRACTOR's control, except when such
fine shall be the result of an act or omission of CONTRACTOR or
personnel furnished by CONTRACTOR.
G.
CONTRACTOR's
PERSONNEL.
As
between
ALTOM
TRANSPORT and CONTRACTOR, except as may be otherwise
required by law or regulation, CONTRACTOR shall be solely
responsible for the direction and supervision of all personnel
furnished by CONTRACTOR in connection with this Agreement,
including, but not limited to, the selection, hiring, firing, supervising,
directing, training, setting wages, hours and working conditions,
paying and adjusting grievances. As between CONTRACTOR and
ALTOM TRANSPORT only, CONTRACTOR shall be solely and
'
' '
'
exclusively responsible for all aspects of the operation of the

Equipment leased hereunder.
9.
Compensation
A.
The compensation and additional terms affecting payment .of that

compensation are stated in APPENDIX~''J\.," attached to this
Agreement and made a part hereof.
....... --
B.
ALTOM TRANSPORT sfiall---settie with CONTRACTOR

with respect to services provided under this Agreement
within 15 calendar days after CONTRACTOR's
submission, in proper form, of those documents
necessary for ALTOM TRANSPORT to secure payment
from its customers, including the signed freight bill,
delivery receipt or bill of lading, and properly completed
logs as required by the DOT. In order that
CONTRACTOR may verify the accuracy of all payments
made pursuant to this Agreement, where payment is
predicated upon a percentage of gross revenues, ALTOM
TRANSPORT shall present CONTRACTOR with copies of
rated freight bills, or a computer-generated document
containing all of the same information, for all shipments
transported in or with Equipment leased pursuant to
this Agreement. CONTRACTOR shall have the right to
examine copies of ALTOM TRANSPORT's tariffs or rate
schedules at ALTOM TRANSPORT's home office during
reasonable business hours. In those circumstances
when CONTRACTOR is given a computer-generated
document rather than a copy of a freight bill,
CONTRACTOR shall have the right to examine the
source document(s) from which such computer-generated information was compiled, under the same
conditions. However, ALTOM TRANSPORT shall have
the right to block out or obliterate all references on such
freight bills, source document(s), tariffs and rate
schedules as to the identity of customers, shippers and
consignees. CONTRACTOR shall have thirty (30) days
from receipt to contest, in writing, the information
contained on any rated freight bill or computergenerated document. Following this thirty (30) day
period, CONTRACTOR shall waive all rights to contest
.. '
.'.
the validity or accuracy of any/ all payments made

pursuant to this Section 9.
With respect to final
settlement upon termination of this Agreement, the
failure on the part of CONTRACTOR to remove and
return to ALTOM TRANSPORT all identification devices
of ALTOM TRANSPORT or a letter certifying their
removal shall entitle ALTOM TRANSPORT to withhold
any payments owed to CONTRACTOR, including any
escrow funds, until such obligation is met.
10.
CONTRACTOR's General Duties
A.
ALTOM TRANSPORT shall, prior to

taking possession of the Equipment, inspect said Equipment.
CONTRACTOR warrants that the Equipment is complete with all
required accessories, appurtenances and appliances, and that the
same is in good, safe and efficient operating condition and shall be
so maintained, at CONTRACTOR's sole expense, throughout the
duration of this Agreement. CONTRACTOR shall and will submit
said Equipment for ALTOM TRANSPORT's inspection at the time
ALTOM TRANSPORT takes possession and periodically thereafter,
as required by ALTOM TRANSPORT. CONTRACTOR shall
furnish ALTOM TRANSPORT with all necessary information and
documents of title or registration so as to enable ALTOM
TRANSPORT to correctly identify and license the Equipment.
CONTRACTOR shall furnish ALTOM TRANSPORT copies of all
statements or invoices for repairs to said Equipment on a monthly
basis, whether done by CONTRACTOR or by a third party.
ALTOM TRANSPORT reserves the right to inspect the Equipment
at any time, and if ALTOM TRANSPORT exercises this right and
the Equipment shall be utilized in ALTOM TRANSPORT's service,
as ALTOM TRANSPORT sees fit, CONTRACTOR shall not hinder
or deter ALTOM TRANSPORT's utilization in any manner whatsoever. Nothing in this Paragraph or Agreement shall obligate
ALTOM TRANSPORT to utilize said Equipment with any specific
frequency, for any specific number of miles, trips or pounds of
freight.
B.
IDENTIFICATION.
INSPECTION/WARRANTY.
CONTRACTOR shall identifY the leased

Equipment with ALTOM TRANSPORT's design, emblem, lettering
and United States Department of Transportation and state certificate
or permit numbers (if any), at CONTRACTOR's expense. ALTOM

TRANSPORT agrees to furnish to CONTRACTOR the appropriate
identification for said Equipment, and CONTRACTOR agrees to
permit ALTOM TRANSPORT to identify the Equipment and
display such identification thereon, in the manner required by all
applicable laws and regulations, and CONTRACTOR further agrees
to remove or obliterate such identification, at CONTRACTOR's
expense, and to prohibit display of such identification upon the
termination of this Agreement, whereupon such identification shall
be returned to ALTOM TRANSPORT. CONTRACTOR agrees to
indemnify and hold ALTOM TRANSPORT harmless for any
expense or loss, howsoever arising, including, but not limited to,
attorneys' fees in connection therewith, which ALTOM
TRANSPORT may incur as a result of CONTRACTOR's failure to
do so.
C.
CONTRACTOR shall promptly advise

ALTOM TRANSPORT in writing of any and all injuries, accidents,
cargo loss or damage or spillage, or similar incidents or occurrences,
involving any Equipment which is the subject of this Agreement.
CONTRACTOR shall also advise ALTOM TRANSPORT of any
delay in the delivery of any cargo. CONTRACTOR shall make a
full and complete written report to ALTOM TRANSPORT, and to
any insurance company or other agencies as may be required of any
and all such events within twenty-four (24) hours of their
occurrence.
NOTICE OF LOSSES.
CONTRACTOR shall irmnediately report all cargo claims, including

all shortages, overages or other exceptions to the cargo, to ALTOM
TRANSPORT. CONTRACTOR shall be liable for, and ALTOM
TRANSPORT shall charge back to CONTRACTOR, the first $2,000
of each cargo claim, including but not limited to, delay, shortages,
misdelivery, and any direct damage claim relating to lost, damaged
or contaminated loads, arising out of, or in connection with
CONTRACTOR's services. Before deducting any cargo claim from
CONTRACTOR's compensation, ALTOM TRANSPORT shall
provide CONTRACTOR with a written explanation and itemization
for each such claim.
CONTRACTOR agrees to return any trailer provided for its use by
ALTOM TRANSPORT in the same good condition as received by
CONTRACTOR, reasonable wear and tear excepted, along with any
.'.
and all other equipment and property belonging to ALTOM

TRANSPORT immediately upon ALTOM TRANSPORT's request
or upon termination of this Agreement. In the event the trailer is not
in as good as condition as it was delivered by ALTOM
TRANSPORT, CONTRACTOR hereby authorizes ALTOM
TRANSPORT to restore the trailer to proper condition and to charge
back to CONTRACTOR the costs of such repairs or reconditioning.
In the event CONTRACTOR for any reason fails to comply with this
provrswn and
return ALTOM TRANSPORT's trailer,
CONTRACTOR agrees to reimburse ALTOM TRANSPORT for all
reasonable expense and costs, including attorney fees, incurred by
ALTOM TRANSPORT in recovery of its trailer or property from
CONTRACTOR or its drivers. CONTRACTOR agrees that in the
event it is necessary for ALTOM TRANSPORT to enter upon
private property or remove private property in order to recover its
trailer and property, CONTRACTOR does hereby irrevocably grant
ALTOM TRANSPORT or its duly authorized agents, permission to
do so and further agrees to indemnify and hold harmless ALTOM
TRANSPORT, and its duly authorized agents, from any form of
liability whatsoever in connection with such repossession.
CONTRACTOR shall be liable for, and pay, the entire amount for
each incident involving direct, indirect and consequential damage,
including but not limited to, towing charges, replacement costs for a
total loss, arising out of, or in connection with, CONTRACTOR's
use of ALTOM TRANSPORT's trailers, ALTOM TRANSPORT's
customer's trailers, other ALTOM TRANSPORT equipment, or
equipment of any other carrier. Before deducting any such damage
from CONTRACTOR's compensation, ALTOM TRANSPORT
shall provide CONTRACTOR with a written explanation and
itemization of such damage. CONTRACTOR agrees and warrants
that any trailer provided for use by ALTOM TRANSPORT will only
be used by CONTRACTOR and its drivers to transport shipments
tendered to CONTRACTOR by ALTOM TRANSPORT.
D.
ALTOM TRANSPORT's RIGHT TO TRANSFER. In the event of
an Equipment breakdown, or, if for any other reason, CONTRACTOR is unable to effect delivery of freight being transported with the
Equipment leased herein in a timely fashion, then ALTOM
TRANSPORT shall have the right to transfer such freight to another
vehicle, or attach CONTRACTOR's trailer to another tractor, in
order to deliver such freight and to deduct any costs or expenses so
incurred from CONTRACTOR's trip settlements. In the event that
'
CONTRACTOR trip leases the Equipment without first having obtained ALTOM TRANSPORT's approval, then ALTOM
TRANSPORT shall not be responsible to CONTRACTOR for the
payment of any monies relating to said trip lease, unless and until
ALTOM TRANSPORT has actually received payment for the triplease undertaken by CONTRACTOR. Further, it is the responsibility of CONTRACTOR to submit all paperwork relating to a triplease shipment to ALTOM TRANSPORT, and not to the trip-lease
carrier. ALTOM TRANSPORT shall then immediately forward said
paperwork to the trip-lease carrier.
11.
12.
Method, Means and Manner of Performance

A.
METHOD.
CONTRACTOR shall determine the method, means and

manner of performing this Agreement and shall be responsible to
consignors and consignees for the proper performance of this
Agreement, in accordance with the rules and regulations of the
Illinois Commerce Commission and the United States Department of
Transportation, and any other federal or state regulatory agency.
B.
RIGHT TO REFUSE.
C.
CONTRACTOR as an independent contractor is

able to work for others and hold itself out to the public generally, in
a manner consistent with the other provisions of this Agreement.
CONTRACTOR shall not be required or expected to grant ALTOM
TRANSPORT priority.
CONTRACTOR has the right to accept or

refuse, without penalty, any shipment(s) offered for transportation
by ALTOM TRANSPORT. CONTRACTOR has the right to
determine the actual route of travel taken in transporting any freight
shipment for or on behalf of ALTOM TRANSPORT so long as such
route is within the scope of ALTOM TRANSPORT's operating
authorities as issued by the United States Department of Transportation, FMCSA or any other regulatory body having jurisdiction
over such transportation and does not otherwise violate any law,
ordinance, rule or regulation. ALTOM TRANSPORT reserves the
right to offer shipment(s) to contractor and is under no obligation to
do so.
INDEPENDENCE.
Regulatory Requirements/Laws
It is agreed that CONTRACTOR must satisfy all laws or requirements es-
tablished by state or federal law, by the DOT and any other federal or state
(PAGE !5 OF 22 PAGES)
regulatory agency having jurisdiction, in the performance of this Agreement, and

that ALTOM TRANSPORT may inspect the records of CONTRACTOR
periodically to assure compliance with said requirements, laws, or regulations.
13.
Subleasing!frip Leasing/Etc.
A.
ALTOM TRANSPORT may sublease the Equipment which is the

subject of this Agreement whenever permitted by applicable laws
and regulations, and ALTOM TRANSPORT shall be considered to
be the owner of said Equipment for the purpose of any such
subleasing if such is required by law or regulation. Neither party
may assign this Agreement. CONTRACTOR may not act as
ALTOM TRANSPORT's agent for the trip or sublease of the subject
Equipment, except upon such express terms and conditions as
ALTOM TRANSPORT may establish.
In the event that
CONTRACTOR trip-leases the subject Equipment without first
having obtained ALTOM TRANSPORT's approval, then ALTOM
ALTOM TRANSPORT has actually received payment from the triplease carrier, nor shall ALTOM TRANSPORT be responsible for
any obligations to any trip-lessee undertaken by CONTRACTOR.
Further, it is the responsibility of CONTRACTOR to submit all
paperwork relating to a trip-lease shipment to ALTOM
ALTOM
TRANSPORT, and not to the trip-lease carrier.
TRANSPORT shall then immediately forward said paperwork to the
trip-lease carrier.
B.
Consistent with its independent contractor status, CONTRACTOR is

free to, and may, lease or trip to other carriers at such times as the
Equipment that is not being utilized by ALTOM TRANSPORT. If
CONTRACTOR enters into a sublease, CONTRACTOR agrees to
assume all responsibility and hold ALTOM TRANSPORT harmless
from any claim by CONTRACTOR, its subcontractors, agents or
employees during such sublease.
C.
At those times when CONTRACTOR is not operating under

ALTOM TRANSPORT's operating authorities or otherwise operating in ALTOM TRANSPORT's service pursuant to this Agreement, or is hauling for someone else, CONTRACTOR agrees to
cover or remove any signs and/ or other identification on the
Equipment containing ALTOM TRANSPORT's name and/or motor
carrier identification numbers.
.,
14.
Indemnification by Contractor
As between ALTOM TRANSPORT and CONTRACTOR only, without

any regard or effect upon the obligations of ALTOM TRANSPORT to any third
party, CONTRACTOR agrees to be responsible for, indemnify and hold ALTOM
TRANSPORT harmless from any and all claims of any nature, losses, personal
injury, death, and/or damage to individuals, cargo or other property, and/or claim
for any such loss or occurrence which may arise from or in connection with the
operations performed or to be performed pursuant to this Agreement arising from
negligence on the part of CONTRACTOR or any breach of this Agreement by
CONTRACTOR. This is to include, but is not limited to, attorneys' fees and any
other expenses incurred in defending or processing any claim arising as a result of
any of the above or operation of the Equipment leased herein. ALTOM
TRANSPORT may deduct any sums for which CONTRACTOR is responsible
hereunder from any monies that ALTOM TRANSPORT may owe to CONTRACTOR as rentals or from any other sums which ALTOM TRANSPORT may
owe to CONTRACTOR, after first giving CONTRACTOR an itemized statement
therefor. Further, CONTRACTOR will be responsible to indemnify ALTOM
TRANSPORT for any deductible payments incurred by ALTOM TRANSPORT
as a result of the negligence of the CONTRACTOR.
15.
Miscellaneous Provisions
A.
CONTRACTOR hereby agrees that should it

become involved in a labor dispute with its employees or with
drivers or other personnel furnished to ALTOM TRANSPORT, it
will immediately report such fact to ALTOM TRANSPORT. If such
labor dispute interferes or tends to interfere with the operations of
CONTRACTOR for ALTOM TRANSPORT pursuant to this
Agreement, then this Agreement shall be subject to immediate
cancellation by ALTOM TRANSPORT, without penalty.
B.
CONTRACTOR is not required to purchase or

rent any products, equipment or services from ALTOM
TRANSPORT as a condition of this Agreement.
C.
Loading of freight onto the Equipment,

which is the subject of this Agreement, is the responsibility of
CONTRACTOR and shall be done at CONTRACTOR's expense.
Unloading of freight is the responsibility of CONTRACTOR and
shall be done at CONTRACTOR's expense.
LABOR DISPUTE.
RENT/PURCHASE.
LOADING/UNLOADING.
'
I,_
D.
This Agreement shall supersede, replace

and take precedence over any prior agreement of a similar character
between the parties hereto. This Agreement shall constitute the
complete Agreement between the parties, and no agent or employee
of either party shall have the authority to alter or vary the terms
hereof or to make any representations or commitments not included
herein. This Agreement shall not be assignable except with the express written consent of both parties. This Agreement shall be
interpreted and governed pursuant to the laws of the State of Illinois,
and any action pertaining thereto shall be brought and maintained
exclusively in Courts in the State of Illinois.
E.
This Agreement shall be executed in at least three (3)

copies, each of which shall be considered an original, to the end that
one executed copy, known as "ALTOM TRANSPORT's Copy"
shall be retained by ALTOM TRANSPORT; one executed copy
known as "CONTRACTOR's Copy" shall be retained by CONTRACTOR; and one executed copy known as "Equipment Copy"
shall be carried in the Equipment during the term of this Agreement
and returned to ALTOM TRANSPORT at the conclusion of this
Agreement. Additional copies may be signed where necessary, and,
when signed, such additional copies shall also be considered as
originals and may be filed with appropriate regulatory bodies.
F.
COSTS/ATTORNEY FEES. CONTRACTOR shall be responsible

to pay all court costs and reasonable attorney fees incurred as a
result of ALTOM TRANSPORT having to enforce the terms of this
agreement in the event of CONTRACTOR'S non-compliance with
the terms and conditions set forth herein.
G.
NON-WAIVER. The failure or refusal of either party to insist upon

the strict performance of any provision of this Agreement, or to
exercise any right in any one or more instances or circumstances
shall not be construed as a waiver or relinquishment of such
provision or right, nor shall such failure or refusal be deemed a
customary practice contrary to such provision or right.
H.
GOVERNING LAW AND CHOICE OF FORUM.

This
Agreement is to be governed by the laws of the United States and of
the State of Illinois, including the choice-of-law rules of Illinois, and
COMPLETE AGREEMENT.
COPIES.
''
CARRIER and CONTRACTOR hereby consent to the jurisdiction

of the state and federal courts of Illinois.
16.
Independent Contractor Status/Tax Treatment
CONTRACTOR acknowledges and agrees that it has been engaged as an

independent contractor and not as an employee. It shall be, therefore, responsible
for payment of all federal, state and local taxes arising out of its activities under
this Agreement, and/or the activities of its subcontractors, agents or employees
including by way of illustration, but not limitation, federal and state income tax,
Social Security tax, unemployment insurance taxes, where applicable, and
business license fees, where required. CONTRACTOR understands and agrees
that ALTOM TRANSPORT is not obligated or responsible to deduct any taxes
which may be imposed by any governmental authority from the fees as paid to
CONTRACTOR or CONTRACTOR's subcontractors, agents or employees by
ALTOM TRANSPORT under this Agreement, but that any such tax obligations
are the sole responsibility of CONTRACTOR. ALTOM TRANSPORT is not
authorized to withhold state or federal income tax, or Social Security tax upon the
sums paid CONTRACTOR or CONTRACTOR's subcontractors, agents or employees.
17.
Confidentiality
CONTRACTOR will obtain from ALTOM TRANSPORT

information concerning customer names, pnc1ng information,
customer usage patterns, etc., and other information described in
Section 2(C) above, all of which ALTOM TRANSPORT considers to
be proprietary and confidential ("confidential data''). To insure the
confidentiality of ALTOM TRANSPORT'S confidential data,
CONTRACTOR shall limit disclosure of all information concerning
this Agreement, CONTRACTOR'S performance and ALTOM
TRANSPORT'S confidential data to only those employees of
CONTRACTOR who require such information to properly perform
their respective duties under this Agreement. Upon termination of
this Agreement, CONTRACTOR agrees to return to ALTOM all of the
confidential information and documents, as provided in Section
2(C) hereof.
'''r
18.
Non-Compete
MICHAEL
STAMPELY
are
officers,
directors
and
shareholders of CONTRACTOR, and will benefit financially, both
directly and indirectly, from CONTRACTOR doing business with
ALTOM TRANSPORT.
CONTRACTOR, MICHAEL STAMPELY,
individually and collectively, agree that they shall not and will not,
both during the term of this Agreement or for two (2) years after the
termination of this Agreement solicit the business of any customer
of ALTOM TRANSPORT, unless CONTRACTOR can prove that it
also had a business relationship with any ALTOM TRANSPORT
customer on the effective date of this Agreement.
All parties hereto agree that, in addition to any monetary loss
which ALTOM TRANSPORT would suffer as a result of a violation of
this Agreement by CONTRACTOR, such violation would cause
ALTOM TRANSPORT irreparable harm, for which harm monetary
damages are presumptively inadequate.
Therefore, ALTOM
TRANSPORT may apply to a court of a competent jurisdiction for a
Temporary Restraining Order, or a Preliminary or Permanent
Injunction against any other party to this Agreement. In such
event, the Defendant in such action specifically waives any
requirements for an injunction bond, and agrees they will not ask
for an injunction bond. The seeking of injunctive relief shall not
constitute an election of remedies.
19.
Invalidity
In the event any provision of this Agreement shall be held to be invalid, it

shall not affect the validity of the remainder of this Agreement.
20.
Notices
Any written notice required by the terms of this Agreement shall be given
either by personal delivery, by certified mail, premium overnight delivery service,
facsimile or such other means as the parties shall in writing agree upon.
21.
Headings
The headings of this Agreement's provisions are for convenience only and
shall not control or affect the meaning or construction or limit the scope or intent
of any of this Agreement's provisions. All headings shall be subordinate to the

meaning of the text of the Agreement.
IN WITNESS WHEREOF, the parties have signed this AGREEMENT

on this 28TH DAY OF SEPTEMBER, 2012.
ALTOM TRANSPORT, INC.:
BY: '7.WJ?KAS IJ. 1fl.t'l2e!Pt

(Signature)
Thomas Warren, Jr., Vice President of Operations
(Printed Name & Title)
NAME OF CONTRACTOR's BUSINESS: MICHAEL STAMPLEY
BUSINESS TELEPHONE NO.: 708-849-6265
Federal Employer Identification
Number (FEIN)_ _ _ __
s.s. # 331-58-4620
IDES Account Number, if any
Michael Stampley I Owner

(Printed Name & Title of Rep.)
Operating Authority (if any)

MC Number: _ _ _ _ _ __
Witnessed:
Jo~ M. ~;::e
vv-.c
t?
'
State of Illinois
Illinois Commerce Commission 527 E. Capitol Avenue, Springfield, IL 62701 217(782-4654 Fax 217(785-1448
Equipment Lease Motorized (Power) Units Only
'
Read Attached Instructions Carefully!!

Identification of Lessee: (ILCC authority holder).
1. Full Legal name: (as shown on license)
2. FEIN/SSN:
Altom Transport, Inc.
36-3217907
3. Business Address: (street and number)
4. Lessee's Illinois Motor Carrier No.: (required)
7439 W. Archer Ave.
MC 62032
5. City:
6. State:
7. Zip Code:
Summit
Illinois
60501
8. Business Phone:
(773) 284-4400
Identification of Lessor: (equipment owner and/or operator! 9. FEIN/SSN:
331-58-4620
11. FMCSA No.: (if available)
10. Full Legal Name: (as it appears on vehicle title)

MICHAEL STAMPLEY
13. Lessor's Illinois Motor Carrier No.:
12. Business Address: (street and number)

15129 SOUTH GRANT STREET
)
)
.i
14. City:
15. State:
16. Zip Code:
DOLTON
ILLINOIS
60419
17. Business Phone:

708-849-6265
Identification of Eouioment: A seoarate lease is required for each piece of MOTORIZED eauipment.
18. Manufacturer or Make:
Model:
Year:
Vehicle Identification Number (VIN):
PETERBILT
CONVENTIONAL
2007
1XP5DB9X27N730834
TERM;::; uF LEASt:: 1ne rollowing conditions are the express terms or this lease, and any contrary provisions in attachments or other contractual documents are
void.
19. Duration or Lease. LEA::>E Pt:RiuD CAN NUT t:XCEED THREE Yt:AR::>. EFFEGTIVE DA II:: CANNOT BE MORE THAN
FIFTEEN DAYS PRIOR TO THE DATE THIS LEASE IS FILED WITH THE ILLINOIS COMMERCE COMMISSION.
Effective Date of Lease:
09/28/2012
Expiration date of Lease:
09/28/2015
20. Compensation to Lessor: Is a current master lease addendum on file with the Illinois Commerce Commission? Yes
per hour OR
Lessor shall be compensated as follows: $
70
ONo
%or gross and/or (other terms)
121. Insurance. Lessee is aware of insurance obligations for operations under this lease. Please read "Required Terms" on reverse side.
22. Direction and Control. Lessee is aware of his responsibilities for direction and control of operations under this lease.
ves
ves
0
0
No
No
23. $15.00 FILING FEE REQUIRED. THIS FORM MUST BE SUBMITIED IN TRIPLICATE. ORIGINAL SIGANTURES REQUIRED ON ALL COPIES.
J
. ,.
24. Certirytng Statement and Signature. Under penalty of perjury, I declare that I have examined the equipment lease submitted by me and to the best of my
knowledge it is true and correct and complete. My signature authorizes the Illinois Commerce commission to lower the amount of the check if fees submitted
exceed the correct amount. A power of attorney is required if an agent signs this lease.
Lessee Signature (lessee or authorized
agent)~
_,
'
II _.. .
Lessor signature(owner or authorized representive):jt/d..&JJ
{,
JV" 1.--;t/;-
Positionmtle: b\g, ~":(

1
, Positionmtle:
Date:
Date:
Page 1 of2
JOSEPH M. MALONE
DIRECTOR OF SAFETY
NTTC I BOARD OF DIRECTORS
4243 S. KNOX AVENUE
800-327-8903 X 245
MALONE@ALTOMTRANSPORT.COM
www.ALTOMTRANSPOAT.com
Owner Operator Comdata Fuel Card Agreement
This agreement made this 28th day of SEPrEMBER. 2012. between Altom Transport, Inc, and
Contractor MICHAEl, STAMPLEY /DNJT B439 to establish a fuel purchase plan for the Independent
Contractor named above. Altom Transport, Inc, agrees to issue a Comdata Fuel Card to Contractor for
the purchase of fuel to be used in the assigned equipment leased to Altom Transport, Inc Contractor
hereby agrees to the following conditions and limitations governing the use of the fuel card. Tbe
Comdata Fuel Card issued to the contractor remains the property of Altom Transport, Inc, and must be
surrendered upon demand or at the termination of the Contractor's lease with Altom Transport, Inc
Altom Transport, Inc, is to be held harmless against all claims arising from the Contractor's use of card
including, but not limited to, the quality of the fuel purchased or pricing of fuel. Contractor may not use
card for fueling of any vehicle not leased to Altom Transport, Inc Contractor agrees to be responsible
for any and all charges made with the card and posted against Altom's account with Comdata. Tbe loss
or theft of the card shall not waive Contractor's obligation until the card is properly reported lost or
stolen and the card is cancelled.
Contractor agrees that a weekly settlement deduction will be made to cover charges against the card. Tbe
daily limits imposed upon the card for fuel and miscellaneous purchases are subject to change without
notice and shall not be the basis of any claim against Altom Transport, Inc Altom Transport, Inc,
reserves the right to cancel or suspend charge privileges during any period of non- revenue the Contractor.
Contractor agrees to abide by the conditions and limitations contained in this agreement and any
revisions deemed necessary by the account holder, Altom Transport, Inc This program is being
administrated by the Safety Department and they must be contacted regarding any account maintenance.
_2~ 2:._ff ~_i!:!JI ;;J.

Date
~~-~-------,J. M. Malone I Director of Safety
164-804-1160
Comdata Fuel Card Number
JOSEPH M. MALONE
DIRECTOR OF SAFETY
4243 S. KNOX AVENUE
BOO 327 8903 x245

MALONE @ALTOMTRANSPORT.COM
www.ALTOMTRANSPORT.com
OWNER OPERATOR I LICENSING PURCHASE PROGRAM
By requesting the use of an ALTOM TRANSPORT, INC., Illinois Apportioned License Plate,
I, MICHAEL STAMPLEY Unit Number: B439 I VIN # 1XP5DB9X27N730834, agree to the
following terms and conditions:
All applicable charges will be subject to an administration fee that will be added to the final
invoicing received from the Illinois Secretary of State's Office.
The issued License Plate will remain the property of Altom Transport, Inc., and must be returned
upon cancelation of lease and/or termination.
Refunds will only be issued and based on an unused full Quarterly basis should separation from
Altom Transport, Inc., occur.
Deductions from your weekly settlement will begin the first week after the request for plates has
been approved.
Your deductions will be amortized in (4) four equal installments.
Any owner operator requesting Altom Transport, Inc., to purchase license plates, your pay
percentage will be set at 70% of the gross revenue.
All License Plates owned and purchased by Altom Transport, Inc., will be apportioned in all 48
States and the lower 6 provinces of Canada.
9bt
Date~
/:;JtJid-
Prompt
Dependable
Service
www .altomtranspon.com
CORPORATE OFFICE: 7439 W. ARCHER AVE. SUMMIT, IL 60501 PHONE 800-327-8903

DISPATCH TERMINAL: 4243 S. KNOX AVE CHICAGO. IL 60632 FAX 708-594-2691
Mobile Communication
Usage Agreement
Contractor Name: MICHAEL STAMPLEY
Tractor Number: B 439
DSN Serial No.1016779
Opening Statement:
Thank you for installing of the PeopleNet mobile communications unit in your truck. In today's
demanding trucking industry this technology has not only become a competitive necessity, but a
tremendous tool for you to maximize your efficiency and profits. Below are the guidelines we
have established for the usage of this equipment; please read it carefully and ask any questions
you may have.
This agreement is between Altom Transport, Inc. and the undersigned independent
contractor. By signing this agreement both parties agree to the following:
I. All hardware will be purchased and installed at Altom Transport, Inc. expense. Any abuse of
this equipment or damage caused to it other that which can happen in the normal course of
business will be the responsibility of the contractor. Altom Transport, Inc. Company
reserves the right to deduct any costs incurred up to $2,000 for such damage.
2. The contractor is responsible for the safe return of the equipment should his contract be
terminated for any reason. If all or some of the hardware components are not retumed,
Altom Transport, Inc. reserves the right to deduct from the contractor's settlement, the full
cost of the unit or the cost of the parts which are not returned. This amount can be up to
$2,000
3. Should this unit be destroyed or not retumed at time upon termination and adequate funds are
not available from the contractor to replace the unit, Altom Transport, Inc. will consider this
theft or willful destruction of company property and reserves the right to protect it's rights to
the full extent of the law.
4. The contractor agrees to pay $10.00 per week for the communication costs of the unit. The
contractor understands and authorizes Altom Transport, Inc. to automatically deduct this
amount from the contractor's weeldy settlement. The first deduction will take place the first
settlement after installation.
5. It is against company policy to willfully disconnect this unit or disable it for any reason. Any
intentional act to deceive or evade the company's ability to use the system's functionality
will be considered a breach of this agreement and may result in the termination of the
contractor's hauling agreement.
6. The contractor agrees to pay $l,OOO.OOlfor removal of system unit if contractor elects to
terminate contract and lease during first 365 days after this agreement is signed. (Amended
03/02/11)
7. The contractor agrees to and understands that all charges the contractor is responsible for
related to the PeopleNet system as outlined above, will be paid to the company through
settlement deductions.
The undersigned acknowledges they have read this agreement and agree to the terms outlined
above.
Date
Case: 1:14-cv-03747 Document#: 1 Filed: 05/21/14 Page 1 of 40 PageiD #:1
UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF ILLINOIS
EASTERN DIVISION
MICHAEL STAMPLEY, individually
and on behalf of all others similarly
situated,
Plaintiff,
v.
Defendant.
)
)
)
)
)
)
)
)
)
)
)
)
No.:
Plaintiff Demands Trial By Jury
CLASS ACTION COMPLAINT FOR

DECLARATORY AND INJUNCTIVE RELIEF AND DAMAGES
Plaintiff, Michael Stampley ("Plaintiff" and "Stampley"), individually and on behalf of
all others similarly situated, brings this action to recover compensatory damages, declaratory and
injunctive relief against Defendant Altom Transpoti, Inc. ("Altom"), and hereby alleges as
follows:
NATURE OF THE CLASS ACTION
I.
Trucking owner-operators, like other business owners, strive to be successful and
they work hard to make an honest profit. Despite their best efforts to protect their business and
make a living, they often times encounter problems with their carrier.
The most common
problems experienced by owner-operators are receiving properly calculated payments on time

and/or improper chargebacks or undisclosed deductions made to amounts used to calculate their
compensation. The Federal Motor Carrier Safety Administration Truth-in-Leasing statute and
corresponding regulations, 49 C.F.R. Part 376 (Lease and Interchange of Vehicles), specifically
addresses leasing requirements and the individual responsibilities of carriers to their owner-
operators.
2.
Plaintiff brings this class action because Altom formulated, implemented and/or
engaged in and practiced an unlawful common course of conduct against Plaintiff and the
members of the Class (as defined in
8(a) of this Complaint) by knowingly and unlawfully
reducing and intentionally miscalculating Plaintiffs compensation and the compensation of the
other members of the Class and by relying upon owner-operator agreements that failed to clearly
state or disclose deductions made to amounts used to calculate owner-operator compensation.
THE PARTIES
A.
Plaintiff
3.
At all times relevant to this complaint, Michael Stampley ("Stampley"), a resident
and citizen of Illinois, was an owner-operator of a moving truck.
He entered into a lease
agreement listing Altom as the carrier within the purview of 49 U.S.C. 14102 and 49 C.F.R.
376.12.
A true and correct copy of the owner-operator agreement (the "Ow11er-Operator
Agreement") he signed is attached hereto as Exhibit A. 1 Plaintiff brings this suit individually
and on behalf of all members of the Class, defined
B.
in~
8 of this Complaint.
Defendant
4.
Altom, which is headquartered in Summit, Illinois, is a motor carrier which, at all
times relevant to this class action, held and continues to hold a certificate of authority issued by
the Federal Motor Carrier Safety Administration.
In addition to its corporate headquarters,
Altom operates facilities in Chicago, Illinois, Hammond, Indiana, Indianapolis, Indiana,

Pasadena, Texas, and Lufkin, Texas.
Mr. Stampley's social security number, which is set forth on Page 22 of22 of the Owner-Ogerator
Agreement, has been redacted for privacy purposes.
JURISDICTION AND VENUE
5.
This Court has subject matter jurisdiction over this class action pursuant to
28 U.S.C. 1331 and l337(a) because the claims asserted in this Complaint arise under the
Motor Carrier Act, 49 U.S.C. 14102 and 14704 et seq., and the regulations promulgated
thereunder, namely 49 C.F.R. 376.12, all of which relate to truck owner-operators lease
equipment to authorize motor carriers for the transportation of property.
6.
Venue is proper in this District pursuant to 28 U.S.C. 1391(b) because, during the
Class Period, Altom transacted business in this District, maintained offices in this District, were
and are found in this District, and because a substantial part of the events giving rise to Plaintiffs
and Class members' claims occurred in this District.
7.
Upon information and belief, Altom continues to carry out the wrongful acts
described in this Complaint in this District.

CLASS ACTION ALLEGATIONS
8.
Plaintiff brings this class action pursuant to Rule 23(a) and (b)(3) of the Federal
Rules of Civil Procedure, on behalf of the following Class:

All equipment owner-operators in the United States who, during the
period from May 21, 2004, through the present, had or have owneroperator agreements that identify Altom Transport, Inc. as the carrier and
hauled shipments pursuant to such agreements.
9.
Plaintiff believes that the Class is comprised of scores of class members, the exact
number and their identities being known by Altom.

10.
The members of the Class are so numerous and geographically dispersed that
joinder of all members is impracticable.

11.
There are questions of law or fact common to the Class. Altom's promise to pay
owner-operators 70% of the gross, upon information and belief, is substantively identical for all
3
members of the class. The common questions of law or fact in this class action include, but are
not limited to:
(a)
Whether the owner operator agreements violate the Truth-in-Leasing regulations;
(b)
Whether Altom engaged in a common course of conduct to systematically reduce
compensation owed and paid to Plaintiff and the members of the Plaintiff Class;
(c)
Whether Altom improperly reduced and miscalculated the true compensation
owed to Plaintiff and the members of the Class;

(d)
Whether the conduct and actions committed or engaged in by Altom violated the
Motor Carrier Act;

(e)
Whether the conduct of Altom, as alleged in this Complaint, caused injury to
Plaintiff and the members of the Class;

(f)
The appropriate measure of damages sustained by Plaintiff and the members of
the Class.
12.
Plaintiff is a member of the Class, as defined in 'If 8 of this Complaint. Plaintiffs
claims are typical of the claims of the members of the Class and Plaintiff will fairly and
adequately protect the interests of the Class. Plaintiffs interests are coincident with and not
antagonistic to those of the other members of the Class. In addition, Plaintiff is represented by
counsel who are competent and experienced in the prosecution of Motor Carrier Act and class
action litigation.
13.
The prosecution of separate actions by Plaintiff and individual members of the
Class would create a risk of inconsistent or varying adjudications, establishing incompatible

standards of conduct for Altom.
14.
Altom acted, and refused to act, on grounds generally applicable to the members
of the Class, thereby making appropriate final injunctive relief with respect to the Class as a
whole.
15.
~
The questions of law or fact common to the members of the Class, as identified in
ll(a)-(f) of this Complaint, predominate over any questions affecting only individual members
of the Class, including legal and factual issues relating to liability and damages.
16.
A class action is superior to other available methods for the fair and efficient
adjudication of this controversy. The members of the Class are readily definable and is one for
which records should exist in Altom's files. The prosecution and the defense of this case as a
class action will eliminate the possibility of repetitious litigation. Treatment as a class action will
permit a large number of similarly situated persons to adjudicate their common claims and
common defenses in a single forum simultaneously, efficiently and without duplication of effott
and expense that numerous individual actions would engender. Class treatment will also permit
the adjudication of relatively small claims by many members of the Class who otherwise could
not afford to litigate claims such as are asserted in this Complaint. This class action does not
present any difficulties of management that would preclude its maintenance as a class action.
FEDERAL REGULATORY SETTING
17.
Under federal law, an authorized motor carrier may perform authorized
transportation in equipment it does not own only under a written lease granting use of the
equipment and satisfying the requirements set fotth in 49 U.S.C. 14102 and 49 C.F.R. 376.12.
Further, under 49 C.F.R. 376.12(m), the "carrier is obligated to ensure that [owner operators]
receive all the rights and benefits due an owner under the leasing regulations, especially those set
forth in [49 C.F.R. 376.12(d)-(k)]." A person who is injured as a result of a carrier's violations
of the regulations may bring an action and obtain injunctive relief and damages, '19 U.S.C.
14704(a)(1) and (2), as well as attorneys' fees and costs, as permitted by 49 U.S.C. 14704(c).
FACTUAL ALLEGATIONS
18.
Owner-operators (such as Plaintiff) were supposed to receive as compensation
70% of Gross for a particular shipment. Exhibit B.

19.
During the Class Period, however, owner-operator compensation was not based
upon 70% of Gross for a particular shipment. Rather, Altom routinely and systematically used
understated amounts to calculate owner operator compensation. Altom made unlawful
deductions to the actual Gross amount before calculating owner operator compensation, thus
owner operator compensation was not 70% of Gross but 70% of some lesser amount.
20.
After Plaintiff and the other members of the Class hauled a shipment, they
received payment documentation identifying the linehaul charges for a particular shipment. The
payment documents also show that the owner-operator was paid 70% of the linehaul charge.
However, the payment documents do not show that other charges were assessed to Altom's
customer and that these additional charges, which, when added together, equal the Gross amount
for a particular shipment, were excluded by Altom in calculating owner-operator compensation.
21.
Before filing this lawsuit, Plaintiff requested access to all documentation used to
and related to the calculation of his compensation.
Plaintiff has a right to access such
documentation pursuant to the provisions of 49 C.F.R. 376.12. Among other documents,

Plaintiff specifically requested, in writing, access to all rated freight bills pertaining to the
shipments he hauled for Altom under his owner-operator agreement. Altom did not make all
rated freight bills available. However, it permitted Plaintiff access to the rated freight bills
pertaining to shipments hauled by Plaintiff during a two week period, but did not allow him to
make copies of them.
22.
These rated freight bills, which, upon information and belief, are not provided to
Plaintiff or other members of the Class, show that the actual Gross amount for a shipment is
much higher than reflected on the payment documents provided to Plaintiff and the member of
the Class. For instance, the reviewed rated freight bills show that expensive cleaning charges
part of the Gross billed to the customer.
But these charges do not appear on the payment
documents received by Plaintiff and, upon information and belief, on the payment documents
received by the other Class members. And Altom did not pay Plaintiff and the members of the
Class 70% of the cleaning charges assessed and paid by the customer. Similarly, a review of the
limited sample of rated freight bills supplied by Altom also show that Altom routinely assessed a
pump fee to its customer, and that it only paid the driver $20 whenever a pump fee was charged
to the customer, even if the pump fee was, for instance, for $50, and despite the fact that Altom
promised to pay Plaintiff and the other members of the Class 70% of Gross.
23.
By using understated amounts, as opposed to the actual Gross amount applicable
to a shipment, Altom caused owner-operators, including Plaintiff and the members of the Class,
to be routinely and systematically underpaid in an amount that equals the difference between
70% of Gross minus 70% of the lesser amount that was used to calculate owner operator
compensation.
CAUSES OF ACTION
First Claim For Relief
Violation of 49 C.F.R. 376.12(d)
24.
Plaintiff re-alleges Paragraphs 1-23 of this Complaint and adopts same as though
fully set forth herein.

25.
Under 49 C.P.R. 376.12(d), the "amount to be paid by the authorizeq carrier for
equipment and driver's services shall be clearly stated on the face of the lease or in an addendum
7
which is attached to the lease [agreements]." (Emphasis added.)

26.
During the Class Period, Altom violated 376.12(d) by failing to disclose in the
owner operator agreements that Altom would be compensating Plaintiff and the other members
of the Class based upon an amount less than the actual gross amount applicable to the shipment,
even though Plaintiff and the other members of the Class were promised to be paid 70% of gross.
27.
During the Class Period, Altom violated 376.12(d) by using owner operator
agreements that failed to identify or disclose that the amounts used to calculate owner operator
compensation would be less than the actual gross amount charged to Altom's customer. By
relying upon owner operator agreements that fail to clearly identify deductions that Altom
routinely applied before calculating owner-operator compensation (i.e., 70% of gross), Altom
violated the requirements of 376.12(d).
28.
As a direct and proximate result of the violations of 49 C.F.R. 376.12(d)
committed by Altom, owner-operators, including Plaintiff and the members of the Class, were
injured and are entitled to recover the difference between 70% of Gross minus 70% of the lesser
amount that was used to calculate owner operator compensation.
Second Claim For Relief
Breach of Contract
29.
Plaintiffre-alleges Paragraphs 1-28 of this Complaint and adopts same as though

30.
During the Class Period, Altom promised to pay Plaintiff and the other members
of the Class 70% of Gross.

31.
During the Class Period, however, Altom breached its contractual obligation to
pay this amount by paying Plaintiff and the other members of the Class 70% of an amount less
8
than Gross.
32.
The failure or refusal of Altom to pay Plaintiff and the members of the Class 70%
of Gross constitutes a breach of contract between Altom and Plaintiff and the members of the
Class.
33.
As a direct and proximate result of the breaches of contract committed by Altom,
owner-operators, including Plaintiff and the members of the Class, have incurred substantial
monetary damages and are entitled to recover no less than the difference between 70% of Gross
minus 70% of the lesser amount that was used to calculate owner operator compensation.
Third Claim For Relief
Unjust Enrichment
34.
Plaintiff re-alleges Paragraphs 1-33 of this Complaint and adopts same as though

35.
As a result of retaining the improper deductions from Plaintiffs and the Class'
compensation and improper retention of Plaintiffs and the Class' compensation, Defendants
have been unjustly enriched.
PRAYER FOR RELIEF

WHEREFORE, Plaintiff demands that the Court enter judgment as follows:
A.
Determining that this action may be maintained as a class action under Rule 23 of
the Federal Rules of Civil Procedure, and certifying Plaintiff as representative of the Class and
appoint his attorneys as counsel for the Class; and
B.
Declaring that conduct engaged in by Altom is in violation of the Motor Carrier
Act and enjoining them from continuing to implement their unlawful conduct to reduce owner
operator compensation and ordering Altom to take such actions necessary to rem.ediate their
Case: 1:14-cv-0374 7 Document#: 1 Filed: 05/21/14 Page 10 of 40 PageiD #:10
policies and practices in compliance with 49 C.F.R. Part 376, Lease and Interchange of Vehicles;
C.
Awarding Plaintiff and the members of the Class compensatory damages, in an
amount to be proven at trial, against Altom;

D.
Imposing a constructive trust on all sums improperly deducted from Plaintiff's
and the Class' compensation;

E.
Ordering Defendants to disgorge their profits earned as a result of their wrongful
conduct and ordering them to make restitution to Plaintiff and the Class;
F.
Awarding Plaintiff and the Class pre-judgment and post-judgment interest;
G.
Awarding Plaintiff and the Class their costs of suit, including reasonable
attorneys' fees; and

H.
Granting Plaintiff and the members of the Class such other and further relief as
the Court deems just and proper.

DEMAND FOR JURY TRIAL
Pursuant to Fed. R. Civ. P. 38(b), Plaintiff demands a trial by jury.
Dated: May 21,2014
Plaintiff,
By: Is/ Andrew Szot
Marvin A. Miller
Andrew Szot
MILLER LAW LLC
115 South LaSalle Street, Suite 2910
Chicago, IL 60603
Edward D. McNamara, Jr.
McNAMARA & EVANS
P.O. Box 5039
931 South Foutth Street
Springfield, IL 62705-5039
Attorneys for Plaintiff

10
EXHIBIT A

Independent Contractor Agreement
For Owner-Operator
THIS AGREEMENT is made this 28TH day of SEPTEMBER, 2012, in the State of
Illinois, County of Cook, by and between ALTOM TRANSPORT, INC., a regulated for
hire motor carrier, an Illinois corporation ("ALTOM
TRANSPORT") and MICHAEL STAMPLEY("CONTRACTOR"), as follows:
WHEREAS, ALTOM TRANSPORT is engaged in business to provide trucking
service for different customers and intends to contract with CONTRACTOR in the
performance of certain tasks;
WHEREAS, ALTOM TRANSPORT's principal place of business is located at the
following address:
4243 S. Knox Avenue
(800) 327-8903
WHEREAS, CONTRACTOR's principal place of business is located at the following address:
15129 South Grant Street
Dolton, Illinois 60419
708-849-6265
WHEREAS, CONTRACTOR is doing business as a [check one]:

[l
Partnership
X Sole Proprietorship
(PAGE I OF 22 PAGES)
Corporation
Now, THEREFORE, in consideration of the mutual covenants herein contained, the

sufficiency of which is acknowledged, it is agreed as follows:
During the term of this Agreement, CONTRACTOR shall provide ALTOM

TRANSPORT transportation related services and the use of the equipment set forth
below or in an appendix (the "Equipment"). CONTRACTOR represents and warrants
that CONTRACTOR has title to or is authorized to contract the Equipment and services
to ALTOM TRANSPORT.
Upon taking possession of the Equipment from
CONTRACTOR, ALTOM TRANSPORT shall furnish to CONTRACTOR a receipt for
Equipment, which shall constitute the receipt required by 49 C.F.R. 376.ll(b). Upon
termination of this Agreement, CONTRACTOR shall execute a similar receipt for
equipment as the written receipt for the return of the Equipment by CARRIER to
CONTRACTOR; provided, however, that the Agreement and ALTOM TRANSPORT's
obligations thereunder shall expire upon the written notice of termination regardless of
whether CONTRACTOR submits the receipt required under this provision.
Year
2007
1.
Make
PETERBILT
Serial No.
1XPSDB9X27N730834
Unit#
B439
Effective Date
This Agreement shall become effective upon signing by both parties and
shall remain in effect for one ( 1) year from date of signing, and shall automatically
renew for additional like periods.
2.
Termination
This Agreement may be terminated:

A.
Without cause, upon either party giving the other thirty (30) days'
prior written notice; or .
B.
For cause, immediately, upon material breach of any term of this

Agreement by either of the parties.
C.
Upon termination of this agreement CONTRACTOR understands

and agrees that the business, contacts, policies, manuals, literature,
price lists, marketing strategies, customer lists, procedures, systems,
(PAGE 2 OP 22 PAGES)
records and any and all information, of any type, pertaining to the
operations of ALTOM TRANSPORT, whether or not contributed by
CONTRACTOR, in whole or in part, are or become the proprietary
of ALTOM
TRANSPORT.
information
and
property
CONTRACTOR agrees to maintain the confidentiality of all such
information and documents. On termination or cancellation of this
Agreement, for any reason, CONTRACTOR shall promptly return
all such documents, literature and infonnation to ALTOM
TRANSPORT and CONTRACTOR shall immediately discontinue
use of or reference to ALTOM TRANSPORT's name and
identification and immediately remove any and all signs and U.S.
Department of Transportation ("DOT") permit numbers which refer
to ALTOM TRANSPORT. ALTOM TRANSPORT may withhold
final settlement from CONTRACTOR pending full compliance with
this condition.
3.
Registration/Licensing of ALTOM TRANSPORT

A.
ALTOM TRANSPORT is a for hire motor carrier authorized to

transport property pursuant to licenses issued by the FMCSA and
other federal and state operating authorities and licenses.
B.
ALTOM TRANSPORT will use said Equipment in its business as a

motor carrier, under its various certificates or permits which it now
holds or which it may subsequently acquire, where such are
required. Such Equipment furnished to ALTOM TRANSPORT
shall be exclusively used in ALTOM TRANSPORT's business to
the extent required by all applicable laws and regulations. Said
Equipment shall, during the term of this Agreement, be under
ALTOM TRANSPORT's exclusive possession, use and control, to
the extent contemplated by and required by all applicable federal and
state laws and regulations relating to the operation of leased motor
vehicle equipment by motor carriers. The above is not intended to
prevent Contractor from entering into contracts with other
companies, to the extent that such agreements do not conflict
with this contract or any other agreements between the parties
to this agreement. ALTOM TRANSPORT assumes full responsibility for the operation of said Equipment as to all third parties and
the public at large. However, this shall in no way modify, alter or
affect CONTRACTOR's status as an Independent Contractor, and
not an employee of ALTOM TRANSPORT. Nothing in this Agreement shall be deemed as a delegation of ALTOM TRANSPORT's
duties as a common or contract carrier to CONTRACTOR insofar as

the public or any governmental or regulatory body may be
concerned. The terms of this Agreement are merely an assignment
and distribution of various costs arising out of the operations to be
conducted pursuant to this Agreement, between the parties to this
Agreement.
4.
Ownership of Equipment
The CONTRACTOR declares that it holds title to (or is otherwise legally

entitled to lease) said Equipment and does lease to ALTOM TRANSPORT the
Equipment described in the Illinois Commerce Commission ("ICC") Equipment
Lease form attached to this Agreement as Appendix "A," and made a part hereof.
5.
Name on CONTRACTOR's Equipment
The CONTRACTOR agrees to display ALTOM TRANSPORT'S business

name on all Equipment covered by this Agreement. Al)y such display of business
name and address shall comply with applicable law and with the rules and
regulations of the DOT.
6.
Availability and Scheduling
The CONTRACTOR is not required by ALTOM TRANSPORT to perform

services or be available to perform services at specific times or according to a
schedule or for a number of hours specified by ALTOM TRANSPORT. However,
pickup or delivery times specified by a shipper, receiver, broker, or other party
that owns or controls a shipment shall not be deemed "specified" by ALTOM
TRANSPORT.
7.
Licensing and Operating Costs

A.
LICENSES. The CONTRACTOR shall pay all costs of licensing

and operating the Equipment (except when federal or state law or
regulation requires ALTOM TRANSPORT to pay), and no costs of
such licensing or operating shall be separately reimbursed by any
other person or entity. CONTRACTOR shall have and maintain a
current and valid Commercial Drivers License ("CDL") along and
shall at all times comply with the DOT standards, rules, and
regulations.
B.
EQUIPMENT. The CONTRACTOR agrees that the Equipment

described herein will be kept and maintained in first-class condition
and repair at CONTRACTOR's sole expense. CONTRACTOR

agrees to pay all of the expenses incurred in operating the Equipment
which is the subject of this Agreement, without limitation, including,
but not limited to, those items enumerated in 49 C.P.R. 376.12(e),
including but not limited to, cost of fuel, fuel taxes, empty miles,
permits of all types, tolls, ferries, detention, accessorial services,
base plates and licenses, and the unused portion of such items.
CONTRACTOR shall also ensure compliance with registration with
the International Fuel Tax Association and compliance with all
applicable rules and regulations. Upon failure of CONTRACTOR to
make such payments, ALTOM TRANSPORT may avail itself of any
remedies described in Paragraph (2) herein or elsewhere in this
Agreement.
C.
SAFETY COMPLIANCE. CONTRACTOR warrants that the Equip-
ment leased herein complies with all of the required safety rules and
complies with all rules and regulations of the United States
Department of Transportation, and any and all federal, state or local
regulatory bodies having jurisdiction over the operation of said
Equipment, and that all taxes, of any nature, assessable against the
leased Equipment or its operation have been paid. All costs incurred
in connection with causing the Equipment leased hereunder to
comply with said rules and regulations and any loss, damage or
expense of any nature, whatsoever, which shall result from
CONTRACTOR's failure to ensure such compliance, shall be borne
by CONTRACTOR. Upon failure of CONTRACTOR to promptly
and immediately ensure such compliance and pay such costs or
expenses, ALTOM TRANSPORT may, at its exclusive option,
effect such compliance, pay such costs or expenses, and deduct the
amount of such payment, together with any administrative expenses
incurred in so doing, from any monies due or which may become
due to CONTRACTOR pursuant to this Agreement. Before making
any such deduction, ALTOM TRANSPORT shall give CONTRACTOR an itemized statement, setting forth the amount and allocation of any such deductions.
D.
LICENSE PLATES. CONTRACTOR shall purchase and pay for all
license plates necessary for the operation of the Equipment leased

herein, in CONTRACTOR's name, and said license plate(s) shall
remain the sole property of CONTRACTOR. Alternatively, at
ALTOM TRANSPORT's election, ALTOM TRANSPORT may
purchase such license plate(s) for the Equipment leased herein in
ALTOM TRANSPORT's name, and said license plate(s) shall then
remain the sole property of ALTOM TRANSPORT. In such event,

CONTRACTOR shall reimburse ALTOM TRANSPORT for the
cost of all license plate(s). Then, upon cancellation of this
Agreement, to the extent that such license plate(s) are unexpired and
ALTOM TRANSPORT is able to receive a refund for the unexpired
portion thereof or actually uses said license plate(s) in its business,
in any manner, CONTRACTOR shall receive a pro rata refund for
the unexpired portion of said license plate(s), to the extent that
CONTRACTOR has already paid ALTOM TRANSPORT for said
unexpired portion of said license plate(s).
E.
CHARGES. Neither CONTRACTOR nor any personnel furnished by

CONTRACTOR shall charge any purchases, of any nature, to
ALTOM TRANSPORT. Should CONTRACTOR or its personnel,
in violation of this Paragraph, charge any purchases to ALTOM
TRANSPORT, ALTOM TRANSPORT shall have the right to set off
and deduct the amount of any such charges, together with any
administrative expenses incurred, from any monies due or which
may become due to CONTRACTOR pursuant to this Agreement and
to avail itself of any other remedies described elsewhere in this
Agreement. . ALTOM TRANSPORT shall provide CONTRACTOR
written itemization and documentation of all charge backs where
such documentation is necessary to verity the validity of the charge.
F.
ADVANCES. In the event that ALTOM TRANSPORT shall be required to make any advances or payments for and/or on behalf of
CONTRACTOR's obligation for necessary operating expenses or
repairs on said Equipment, then ALTOM TRANSPORT shall have
the right to withhold an equivalent sum, plus any administrative
expenses asserted by ALTOM TRANSPORT in making such
advances, as a set-off, from funds due CONTRACTOR as rental
payment hereunder, or from any other sums which ALTOM
TRANSPORT may owe to CONTRACTOR, to secure the repayment of any such advances or payments. ALTOM TRANSPORT
shall provide CONTRACTOR written itemization and
documentation of all charge backs where such documentation is
necessary to verity the validity of the charge. CONTRACTOR
hereby authorizes irrevocably any agent of any court of record to
appear for CONTRACTOR in such court and confess judgment,
without process, in favor of ALTOM TRANSPORT, for such
amounts of any advance or payment which ALTOM TRANSPORT
has made on behalf of CONTRACTOR which remains unpaid,
together with reasonable costs of collection, including attorneys'
fees, and to waive and release all errors which may intervene in any
such judgment, hereby ratifying and confirming all that said attorney
may do by virtue hereof.
G.
ALTOM TRANSPORT NOT LIABLE. ALTOM TRANSPORT

shall not, in any way, be liable for fire, theft, loss or damage to the
Equipment leased hereunder, unless the cause of such loss was
solely that of Altom Transport.
H.
It is recognized that the DOT and various other

regulatory bodies require the carrier under whose certificates or
permits leased Equipment is being operated to be responsible to the
public with respect to such Equipment while same is being operated
under its authority. ALTOM TRANSPORT will file, or has on file,
with the DOT and any other regulatory body having jurisdiction over
its operations, evidence of insurance in such amounts as may be
required by law or regulation of said agencies, and will continuously
maintain in effect insurance in such amount.
I.
VEHICLES. CONTRACTOR shall ensure that all Equipment and

Vehicles utilized pursuant to this agreement shall at all time adhere
to applicable DOT standards. CONTRACTOR agrees to hold
harmless and indemnify ALTOM TRANSPORT for any noncompliance violations with the above standards.
J.
CHARGEBACKS. ALTOM TRANSPORT shall charge back to

CONTRACTOR at the time of payment or settlement, any liability
or expense ALTOM TRANSPORT has incurred or paid that, under
this Agreement or any addendum to this Agreement,
CONTRACTOR is obligated to bear. Such expenses shall be
deducted from the amount of CONTRACTOR's compensation and
shall include those expenses set forth in this Agreement.
The
amount of each item to be charged back to CONTRACTOR shall be
computed based on the actual cost or expense incurred by ALTOM
TRANSPORT and any administrative fee or mark-up disclosed in
this Agreement or any addendum thereto. ALTOM TRANSPORT
shall
provide
CONTRACTOR written
itemization
and
documentation of all charge backs where such documei)tation IS
necessary to verify the validity of the charge.
INSURANCE.
8.
Insurance/Benefits/Warranties
A.
INSURANCE COVERAGES. CONTRACTOR shall carry, at its own

expense, the following insurance coverages with the described
minimum limits:
1)
Non-Trucking Liability. CONTRACTOR shall procure,

carry, and maintain public liability and property damage
insurance which shall provide coverage to CONTRACTOR
whenever the Equipment is not being operated on behalf of
ALTOM TRANSPORT in a combined single limit of not less
than One Million Dollars ($1 ,000,000) for injury or death to
any person or for damages to property in any one occurrence.
In addition, such coverage shall be primary to any other
insurance that may be available from ALTOM
TRANSPORT. CONTRACTOR shall be responsible for all
deductible amounts and for any loss or damage in excess of
the policy limit.
2)
Workers' Compensation Coverage. CONTRACTOR shall

maintain workers' compensation coverage and Occupational
Disease coverage for CONTRACTOR, its agents, servants
As
an
independent
contractor,
and
employees.
CONTRACTOR is aware that costs and liabilities associated
with work related injuries are the sole responsibility of the
CONTRACTOR.
If CONTRACTOR fails to keep in
force/said insurance, contractor thereby elects to opt out of
the state workers compensation act of the state(s) in which
contractor operates.
3)
Other Insurance. In addition to the insurance coverages

required under this Agreement, it is CONTRACTOR'S
responsibility to procure, carry and maintain any fire, theft,
uninsured and/or underinsured motorist, and physical damage
(collision), or other insurance coverage that CONTRACTOR
may desire for the Equipment or for CONTRACTOR's health
care or other needs. As provided in this Agreement,
CONTRACTOR holds CARRIER harmless with respect to
loss of or damage to CONTRACTOR's Equipment, trailer, or
other property, and CARRIER has no responsibility to
procure, carry, or maintain any insurance covering loss of or
damage to CONTRACTOR's Equipment, trailer, or other
property. CONTRACTOR acknowledges that CARRIER
may, and CONTRACTOR hereby authorizes CARRIER to,

waive and reject no-fault, uninsured, and underinsured
motorist coverage from CARRIER's insurance policies to the
extent allowed under Illinois law (or such other state law
where the Equipment is principally garaged), and
CONTRACTOR shall cooperate in the completion of all
necessary documentation for such waiver, election, or
rejection.
B.
CERTIFICATES OF INSURANCE. CONTRACTOR will furnish

ALTOM TRANSPORT an insurance certificate for all required
coverages shown above naming ALTOM TRANSPORT as an
additional insured on the Non-trucking liability coverages.
C.
No BENEFITS. CONTRACTOR further understands and agrees that

CONTRACTOR and CONTRACTOR's subcontractors, agents or
employees are not entitled to any employee benefits granted to
ALTOM TRANSPORT's employees, and CONTRACTOR shall
indemnify and hold ALTOM TRANSPORT forever harmless from
any and all liabilities (including expense and attorneys' fees) and all
costs, loss, expenses or damages ansmg from employee
compensation or benefits, unemployment, Social Security or any
other tax deduction or any employee benefits including, but not
limited to, group accident and health insurance or any workers' compensation or occupational disease claims, injuries to or omissions of
CONTRACTOR or CONTRACTOR's subcontractors, agents or
employees for failure to comply with the terms and obligations of
this Agreement.
D.
CONTRACTOR NOT COVERED. It is expressly understood and

agreed that, because of CONTRACTOR's independent contractor
status, ALTOM TRANSPORT is not obligated to carry any
CONTRACTOR,
including
workers'
insurance
covering
compensation and occupational disease insurance, and that
CONTRACTOR shall be responsible for the payment of premiums
on any health, liability, or accident insurance carried by CONTRACTOR for its protection, or the protection of its subcontractors,
agents and employees.
E.
DRIVERS QUALIFIED. CONTRACTOR warrants that CONTRACTOR will furnish to operate all Equipment leased pursuant to this
Agreement only drivers or personnel who are qualified and
competent. CONTRACTOR agrees that all drivers and personnel
furnished will be required to meet all of the rules and regulations of

the United States Department of Transportation, and any other
regulatory body having jurisdiction as to safety, hours of service,
inspection and maintenance, the taking of physical examinations,
and furnishing a certificate therefore. All drivers and personnel will
be required to comply as to the qualifications, training program, drug
and alcohol testing and safety rules of the United States Department
of Transportation, and any other body having jurisdiction. It is
further agreed that all drivers and personnel furnished by
CONTRACTOR shall comply with all rules and regulations
prescribed by any regulatory body having jurisdiction over the
operations to be conducted pursuant to this Agreement.
CONTRACTOR will ensure that all records pertaining to the
foregoing will be furnished to ALTOM TRANSPORT, in order that
ALTOM TRANSPORT can keep and maintain such records in
accordance with the rules and regulations of all regulatory bodies
having jurisdiction over these operations.
F.
ALTOM TRANSPORT shall not be responsible for any fine, expense or costs incurred by CONTRACTOR
or any drivers or personnel furnished by CONTRACTOR, by reason
of its or their violation of, or failure to adhere to, any federal or state
law, local ordinance or regulation, or rule or regulation of any
federal, state or local regulatory body having jurisdiction; provided,
however, that ALTOM TRANSPORT agrees to pay all fines and
penalties for inadequacies in operating authorities or licenses where
it is mandatory that such be issued in ALTOM TRANSPORT's
name. ALTOM TRANSPORT shall be responsible for fines for
overweight or over-dimension trailers when trailers are pre-loaded,
sealed or the load is containerized, or when the trailer or lading is
otherwise outside of CONTRACTOR's control, except when such
fine shall be the result of an act or omission of CONTRACTOR or
personnel furnished by CONTRACTOR.
G.
CONTRACTOR's
PERSONNEL.
As
between
ALTOM
TRANSPORT and CONTRACTOR, except as may be otherwise
required by law or regulation, CONTRACTOR shall be solely
responsible for the direction and supervision of all personnel
furnished by CONTRACTOR in connection with this Agreement,
including, but not limited to, the selection, hiring, firing, supervising,
directing, training, setting wages, hours and working conditions,
paying and adjusting grievances. As between CONTRACTOR and
ALTOM TRANSPORT only, CONTRACTOR shall be solely and
FINES AND PENALTIES.
(PAGF. 10 OF 22 PAGES)
exclusively responsible for all aspects of the operation of the

Equipment leased hereunder.
9.
Compensation
A.
The compensation and additional terms affecting payment of that

compensation are stated in APPENDIX "A," attached to this
Agreement and made a part hereof.
B.
ALTOM TRANSPORT shall settle with CONTRACTOR

with respect to services provided under this Agreement
within 15 calendar days after CONTRACTOR's
submission, in proper form, of those documents
necessary for ALTOM TRANSPORT to secure payment
from its customers, including the signed freight bill,
delivery receipt or bill of lading, and properly completed
logs as required by the DOT. In order that
CONTRACTOR may verify the accuracy of all payments
made pursuant to this Agreement, where payment is
predicated upon a percentage of gross revenues, ALTOM
TRANSPORT shall present CONTRACTOR with copies of
rated freight bills, or a computer-generated document
containing all of the same information, for all shipments
transported in or with Equipment leased pursuant to
this Agreement. CONTRACTOR shall have the right to
examine copies of ALTOM TRANSPORT's tariffs or rate
schedules at ALTOM TRANSPORT's home office during
reasonable business hours. In those circumstances
when CONTRACTOR is given a computer-generated
document rather than a copy of a freight bill,
CONTRACTOR shall have the right to examine the
source document(s) from which such computer-generated information was compiled, under the same
conditions. However, ALTOM TRANSPORT shall have
the right to block out or obliterate all references on such
freight bills, source document(s), tariffs and rate
schedules as to the identity of customers, shippers and
consignees. CONTRACTOR shall have thirty (30) days
from receipt to contest, in writing, the information
contained on any rated freight bill or computergenerated document. Following this thirty (30) day
period, CONTRACTOR shall waive all rights to contest
(PAGE 11 OC 22 PAGES)
the validity or accuracy of any I all payments made

pursuant to this Section 9.
With respect to final
settlement upon termination of this Agreement, the
failure on the part of CONTRACTOR to remove and
return to ALTOM TRANSPORT all identification devices
of ALTOM TRANSPORT or a letter certifying their
removal shall entitle ALTOM TRANSPORT to withhold
any payments owed to CONTRACTOR, including any
escrow funds, until such obligation is met.
10.
CONTRACTOR's General Duties

A.
ALTOM TRANSPORT shall, prior to

taking possession of the Equipment, inspect said Equipment.
CONTRACTOR warrants that the Equipment is complete with all
required accessories, appurtenances and appliances, and that the
same is in good, safe and efficient operating condition and shall be
so maintained, at CONTRACTOR's sole expense, throughout the
duration of this Agreement. CONTRACTOR shall and will submit
said Equipment for ALTOM TRANSPORT's inspection at the time
ALTOM TRANSPORT takes possession and periodically thereafter,
as required by ALTOM TRANSPORT. CONTRACTOR shall
furnish ALTOM TRANSPORT with all necessary information and
documents of title or registration so as to enable ALTOM
TRANSPORT to correctly identify and license the Equipment.
CONTRACTOR shall furnish ALTOM TRANSPORT copies of all
statements or invoices for repairs to said Equipment on a monthly
basis, whether done by CONTRACTOR or by a third party.
ALTOM TRANSPORT reserves the right to inspect the Equipment
at any time, and if ALTOM TRANSPORT exercises this right and
the Equipment shall be utilized in ALTOM TRANSPORT's service,
as ALTOM TRANSPORT sees fit, CONTRACTOR shall not hinder
or deter ALTOM TRANSPORT's utilization in any manner whatsoever. Nothing in this Paragraph or Agreement shall obligate
ALTOM TRANSPORT to utilize said Equipment with any specific
frequency, for any specific number of miles, trips or pounds of
freight.
B.
CONTRACTOR shall identify the leased

Equipment with ALTOM TRANSPORT's design, emblem, lettering
and United States Department of Transportation and state certificate
INSPECTION/WARRANTY.
IDENTIFICATION.
or permit numbers (if any), at CONTRACTOR's expense. ALTOM

TRANSPORT agrees to furnishto CONTRACTOR the appropriate
identification for said Equipment, and CONTRACTOR agrees to
permit ALTOM TRANSPORT to identifY the Equipment and
display such identification thereon, in the manner required by all
applicable laws and regulations, and CONTRACTOR further agrees
to remove or obliterate such identification, at CONTRACTOR's
expense, and to prohibit display of such identification upon the
termination of this Agreement, whereupon such identification shall
be returned to ALTOM TRANSPORT. CONTRACTOR agrees to
indemnifY and hold ALTOM TRANSPORT harmless for any
expense or loss, howsoever arising, including, but not limited to,
attorneys' fees in connection therewith, which ALTOM
TRANSPORT may incur as a result of CONTRACTOR's failure to
do so.
C.
CONTRACTOR shall promptly advise

ALTOM TRANSPORT in writing of any and all injuries, accidents,
cargo loss or damage or spillage, or similar incidents or occurrences,
involving any Equipment which is the subject of this Agreement.
CONTRACTOR shall also advise ALTOM TRANSPORT of any
delay in the delivery of any cargo. CONTRACTOR shall make a
full and complete written report to ALTOM TRANSPORT, and to
any insurance company or other agencies as may be required of any
and all such events within twenty-four (24) hours of their
occurrence.
NOTICE OF LOSSES.
CONTRACTOR shall immediately report all cargo claims, including

all shortages, overages or other exceptions to the cargo, to ALTOM
TRANSPORT. CONTRACTOR shall be liable for, and ALTOM
TRANSPORT shall charge back to CONTRACTOR, the first $2,000
of each cargo claim, including but not limited to, delay, shortages,
misdelivery, and any direct damage claim relating to lost, damaged
or contaminated loads, arising out of, or in connection with
CONTRACTOR's services. Before deducting any cargo claim from
CONTRACTOR's compensation, ALTOM TRANSPORT shall
provide CONTRACTOR with a written explanation and itemization
for each such claim.
CONTRACTOR agrees to return any trailer provided for its use by
ALTOM TRANSPORT in the same good condition as received by
CONTRACTOR, reasonable wear and tear excepted, along with any
and all other equipment and property belonging to ALTOM

TRANSPORT immediately upon ALTOM TRANSPORT's request
or upon termination of this Agreement. In the event the trailer is not
in as good as condition as it was delivered by ALTOM
TRANSPORT, CONTRACTOR hereby authorizes ALTOM
TRANSPORT to restore the trailer to proper condition and to charge
back to CONTRACTOR the costs of such repairs or reconditioning.
In the event CONTRACTOR for any reason fails to comply with this
proviSion
and
return ALTOM TRANSPORT's
trailer,
CONTRACTOR agrees to reimburse ALTOM TRANSPORT for all
reasonable expense and costs, including attorney fees, incurred by
ALTOM TRANSPORT in recovery of its trailer or property from
CONTRACTOR or its drivers. CONTRACTOR agrees that in the
event it is necessary for ALTOM TRANSPORT to enter upon
private property or remove private property in order to recover its
trailer and property, CONTRACTOR does hereby irrevocably grant
ALTOM TRANSPORT or its duly authorized agents, permission to
do so and further agrees to indemnify and hold harmless ALTOM
TRANSPORT, and its duly authorized agents, from any form of
liability whatsoever in connection with such repossession.
CONTRACTOR shall be liable for, and pay, the entire amount for
each incident involving direct, indirect and consequential damage,
including but not limited to, towing charges, replacement costs for a
total loss, arising out of, or in connection with, CONTRACTOR's
use of ALTOM TRANSPORT's trailers, ALTOM TRANSPORT's
customer's trailers, other ALTOM TRANSPORT equipment, or
equipment of any other carrier. Before deducting any such damage
from CONTRACTOR's compensation, ALTOM TRANSPORT
shall provide CONTRACTOR with a written explanation and
itemization of such damage. CONTRACTOR agrees and warrants
that any trailer provided for use by ALTOM TRANSPORT will only
be used by CONTRACTOR and its drivers to transport shipments
tendered to CONTRACTOR by ALTOM TRANSPORT.
D.
ALTOM TRANSPORT's RIGHT TO TRANSFER. In the event of
an Equipment breakdown, or, if for any other reason, CONTRACTOR is unable to effect delivery of freight being transported with the
Equipment leased herein in a timely fashion, then ALTOM
TRANSPORT shall have the right to transfer such freight to another
vehicle, or attach CONTRACTOR's trailer to another tractor, in
order to deliver such freight and to deduct any costs or expenses so
incurred from CONTRACTOR's trip settlements. In the event that
CONTRACTOR trip leases the Equipment without first having obtained ALTOM TRANSPORT's approval, then ALTOM
ALTOM TRANSPORT has actually received payment for the triplease undertaken by CONTRACTOR. Further, it is the responsibility of CONTRACTOR to submit all paperwork relating to a triplease shipment to ALTOM TRANSPORT, and not to the trip-lease
carrier. ALTOM TRANSPORT shall then immediately forward said
paperwork to the trip-lease carrier.
11.
Method, Means and Manner of Performance

A.
METHOD. CONTRACTOR shall determine the method, means and
manner of performing this Agreement and shall be responsible to

consignors and consignees for the proper performance of this
Agreement, in accordance with the rules and regulations of the
Illinois Commerce Commission and the United States Department of
Transportation, and any other federal or state regulatory agency.
B.
CONTRACTOR has the right to accept or

refuse, without penalty, any shipment(s) offered for transportation
by ALTOM TRANSPORT. CONTRACTOR has the right to
determine the actual route of travel taken in transporting any freight
shipment for or on behalf of ALTOM TRANSPORT so long as such
route is within the scope of ALTOM TRANSPORT's operating
authorities as issued by the United States Department of Transportation, FMC SA or any other regulatory body having jurisdiction
over such transportation and does not otherwise violate any law,
ordinance, rule or regulation. ALTOM TRANSPORT reserves the
right to offer shipment(s) to contractor and is under no obligation to
do so.
C.
INDEPENDENCE. CONTRACTOR as an independent contractor is
RIGHT TO REFUSE.
able to work for others and hold itself out to the public generally, in
a manner consistent with the other provisions of this Agreement.
CONTRACTOR shall not be required or expected to grant ALTOM
TRANSPORT priority.
12.
Regulatory Requirements/Laws
It is agreed that CONTRACTOR must satisfY all laws or requirements es-
tablished by state or federal law, by the DOT and any other federal or state
{PAGE 15 OP 22 PAGES)
regulatory agency having jurisdiction, in the perfonnance of this Agreement, and

that ALTOM TRANSPORT may inspect the records of CONTRACTOR
periodically to assure compliance with said requirements, laws, or regulations.
13.
Subleasingffrip Leasing/Etc.
A.
ALTOM TRANSPORT may sublease the Equipment which is the

subject of this Agreement whenever permitted by applicable laws
and regulations, and ALTOM TRANSPORT shall be considered to
be the owner of said Equipment for the purpose of any such
subleasing if such is required by law or regulation. Neither party
may assign this Agreement. CONTRACTOR may not act as
ALTOM TRANSPORT's agent for the trip or sublease of the subject
Equipment, except upon such express terms and conditions as
ALTOM TRANSPORT may establish.
In the event that
CONTRACTOR trip-leases the subject Equipment without first
having obtained ALTOM TRANSPORT's approval, then ALTOM
ALTOM TRANSPORT has actually received payment from the triplease carrier, nor shall ALTOM TRANSPORT be responsible for
any obligations to any trip-lessee undertaken by CONTRACTOR.
Further, it is the responsibility of CONTRACTOR to submit all
paperwork relating to a trip-lease shipment to ALTOM
ALTOM
TRANSPORT, and not to the trip-lease carrier.
TRANSPORT shall then immediately forward said paperwork to the
trip-lease carrier.
B.
Consistent with its independent contractor status, CONTRACTOR is

free to, and may, lease or trip to other carriers at such times as the
Equipment that is not being utilized by ALTOM TRANSPORT. If
CONTRACTOR enters into a sublease, CONTRACTOR agrees to
assume all responsibility and hold ALTOM TRANSPORT harmless
from any claim by CONTRACTOR, its subcontractors, agents or
employees during such sublease.
C.
At those times when CONTRACTOR is not operating under

ALTOM TRANSPORT's operating authorities or otherwise operating in ALTOM TRANSPORT's service pursuant to this Agreement, or is hauling for someone else, CONTRACTOR agrees to
cover or remove any signs and/or other identification on the
Equipment containing ALTOM TRANSPORT's name and/or motor
carrier identification numbers.
14.
Indemnification by Contractor
As between ALTOM TRANSPORT and CONTRACTOR only, without

any regard or effect upon the obligations of ALTOM TRANSPORT to any third
party, CONTRACTOR agrees to be responsible for, indemnifY and hold ALTOM
TRANSPORT harmless from any and all claims of any nature, losses, personal
injury, death, and/or damage to individuals, cargo or other property, and/or claim
for any such loss or occurrence which may arise from or in connection with the
operations performed or to be perfonned pursuant to this Agreement arising from
negligence on the part of CONTRACTOR or any breach of this Agreement by
CONTRACTOR. This is to include, but is not limited to, attorneys' fees and any
other expenses incurred in defending or processing any claim arising as a result of
any of the above or operation of the Equipment leased herein. ALTOM
TRANSPORT may deduct any sums for which CONTRACTOR is responsible
hereunder from any monies that ALTOM TRANSPORT may owe to CONTRACTOR as rentals or from any other sums which ALTOM TRANSPORT may
owe to CONTRACTOR, after first giving CONTRACTOR an itemized statement
therefor. Further, CONTRACTOR will be responsible to indemnifY ALTOM
TRANSPORT for any deductible payments incurred by ALTOM TRANSPORT
as a result of the negligence of the CONTRACTOR.
15.
Miscellaneous Provisions
A.
LABOR DISPUTE. CONTRACTOR hereby agrees that should it

become involved in a labor dispute with its employees or with
drivers or other personnel furnished to ALTOM TRANSPORT, it
will immediately report such fact to ALTOM TRANSPORT. If such
labor dispute interferes or tends to interfere with the operations of
CONTRACTOR for ALTOM TRANSPORT pursuant to this
Agreement, then this Agreement shall be subject to immediate
cancellation by ALTOM TRANSPORT, without penalty.
B.
RENT/PURCHASE. CONTRACTOR is not required to purchase or

rent any products, equipment or services from ALTOM
TRANSPORT as a condition of this Agreement.
C.
LOADING/UNLOADING. Loading of freight onto the Equipment,

which is the subject of this Agreement, is the responsibility of
CONTRACTOR and shall be done at CONTRACTOR's expense.
Unloading of freight is the responsibility of CONTRACTOR and
shall be done at CONTRACTOR's expense.
D.
COMPLETE AGREEMENT. This Agreement shall supersede, replace

and take precedence over any prior agreement of a similar character
between the parties hereto. This Agreement shall constitute the
complete Agreement between the parties, and no agent or employee
of either party shall have the authority to alter or vary the terms
hereof or to make any representations or commitments not included
herein. This Agreement shall not be assignable except with the express written consent of both parties. This Agreement shall be
interpreted and governed pursuant to the laws of the State of Illinois,
and any action pertaining thereto shall be brought and maintained
exclusively in Courts in the State of Illinois.
E.
CoPIES. This Agreement shall be executed in at least three (3)

copies, each of which shall be considered an original, to the end that
one executed copy, known as "ALTOM TRANSPORT's Copy"
shall be retained by ALTOM TRANSPORT; one executed copy
known as "CONTRACTOR's Copy" shall be retained by CONTRACTOR; and one executed copy known as "Equipment Copy"
shall be carried in the Equipment during the term of this Agreement
and returned to ALTOM TRANSPORT at the conclusion of this
Agreement. Additional copies may be signed where necessary, and,
when signed, such additional copies shall also be considered as
originals and may be filed with appropriate regulatory bodies.
F.
COSTS/ATTORNEY FEES. CONTRACTOR shall be responsible

to pay all court costs and reasonable attorney fees incurred as a
result of ALTOM TRANSPORT having to enforce the terms of this
agreement in the event of CONTRACTOR'S non-compliance with
the terms and conditions set forth herein.
G.
NON-WAIVER. The failure or refusal of either party to insist upon

the strict performance of any provision of this Agreement, or to
exercise any right in any one or more instances or circumstances
shall not be construed as a waiver or relinquishment of such
provision or right, nor shall such failure or refusal be deemed a
customary practice contrary to such provision or right.
H.
This
GOVERNING LAW AND CHOICE OF FORUM.
Agreement is to be governed by the laws of the United States and of
the State of Illinois, including the choice-of-law rules of Illinois, and
CARRIER and CONTRACTOR hereby consent to the jurisdiction

of the state and federal courts of Illinois.
16.
Independent Contractor Statusffax Treatment
CONTRACTOR acknowledges and agrees that it has been engaged as an

independent contractor and not as an employee. It shall be, therefore, responsible
for payment of all federal, state and local taxes arising out of its activities under
this Agreement, and/or the activities of its subcontractors, agents or employees
including by way of illustration, but not limitation, federal and state income tax,
Social Security tax, unemployment insurance taxes, where applicable, and
business license fees, where required. CONTRACTOR. understands and agrees
that ALTOM TRANSPORT is not obligated or responsible to deduct any taxes
which may be imposed by any governmental authority from the fees as paid to
CONTRACTOR or CONTRACTOR's subcontractors, agents or employees by
ALTOM TRANSPORT under this Agreement, but that any such tax obligations
are the sole responsibility of CONTRACTOR. ALTOM TRANSPORT is not
authorized to withhold state or federal income tax, or Social Security tax upon the
sums paid CONTRACTOR or CONTRACTOR's subcontractors, agents or employees.
17.
Confidentiality
CONTRACTOR will obtain from ALTOM TRANSPORT

information concerning customer names, pncmg information,
customer usage patterns, etc., and other information described in
Section 2(C) above, all of which ALTOM TRANSPORT considers to
be proprietary and confidential ("confidential data"). To insure the
confidentiality of ALTOM TRANSPORT'S confidential data,
CONTRACTOR shall limit disclosure of all information concerning
this Agreement, CONTRACTOR'S performance and ALTOM
TRANSPORT'S confidential data to only those employees of
CONTRACTOR who require such information to properly perform
their respective duties under this Agreement. Upon termination of
this Agreement, CONTRACTOR agrees to return to ALTOM all of the
confidential information and documents, as provided in Section
2(C) hereof.
(PAGE 19 0/' 22 PAGES)
18.
Non-Compete
MICHAEL
STAMPELY
are
officers,
directors
and
shareholders of CONTRACTOR, and will benefit financially, both
directly and indirectly, from CONTRACTOR doing business with
ALTOM TRANSPORT.
CONTRACTOR, MICHAEL STAMPELY,
individually and collectively, agree that they shall not and will not,
both during the term of this Agreement or for two (2) years after the
termination of this Agreement solicit the business of any customer
of ALTOM TRANSPORT, unless CONTRACTOR can prove that it
also had a business relationship with any ALTOM TRANSPORT
customer on the effective date of this Agreement.
All parties hereto agree that, in addition to any monetary loss
which ALTOM TRANSPORT would suffer as a result of a violation of
this Agreement by CONTRACTOR, such violation would cause
ALTOM TRANSPORT irreparable harm, for which harm monetary
damages are presumptively inadequate.
Therefore, ALTOM
TRANSPORT may apply to a court of a competent jurisdiction for a
Temporary Restraining . Order, or a Preliminary or Permanent
Injunction against any other party to this Agreement. In such
event, the Defendant in such action specifically waives any
requirements for an injunction bond, and agrees they will not ask
for an injunction bond. The seeking of injunctive relief shall not
constitute an election of remedies.
19.
Invalidity
In the event any provision of this Agreement shall be held to be invalid, it

shall not affect the validity of the remainder of this Agreement.
20.
Notices
Any written notice required by the terms of this Agreement shall be given
either by personal delivery, by certified mail, premium overnight delivery service,
facsimile or such other means as the parties shall in writing agree upon.
21.
Headings
The headings of this Agreement's provisions are for convenience only and
shall not control or affect the meaning or construction or limit the scope or intent
of any of this Agreement's provisions. All headings shall be subordinate to the

meaning of the text of the Agreement.
IN WITNESS WHEREOF, the parties have signed this AGREEMENT

on this 28TH DAY OF SEPTEMBER, 2012.
ALTOM TRANSPORT, INC.:
BY: 7.WJ'IKAS p.
(Signature)
'111~
Thomas Warren. Jr., Vice President of Operations

(Printed Name & Title)
NAME OF CONTRACTOR's BUSINESS: MICHAEL STAMPLEY
BUSINESS TELEPHONE NO.: 708-849-6265
Federal Employer Identification

Number (FEIN)_ _ _ __
s.s.~
Michael Stampley I Owner

(Printed Name & Title of Rep.)
IDES Account Number, if any
Operating Authority (if any)

MC Number: _ _ _ _ _ __
Witnessed:
~
Jose
"'-- ""-- ~
. Malone
J'--
EXHIBITB
~areer
Opportunities I Altom Transport, Inc.
http://www.altomtransport.com/careers/career-opportunities/
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Specialized Carriers of Petroleum & Chemical Products
rareer
Onnor.
h. Th ey have competitive
. bl e, h onest transport company to work wit

A:ftom
1ranspolf
ffas a1tunities
wayslieen a re11a
rates and really follow through to make sure that the vehicle arrives when it should, and in the condition it is
~BM?tlh'tt>eyePM)udly serving the Petro-Chemical industry for over 60 years. During that time we have come
to realize that our professional drivers are the most important element in our continued success. We are
iJ!W~l ready to welcome professional drivers that want to join our team. Our minimum qualifications are
listed below. If you meet those qualifications, we would like to speak with you.
Minimum Driver Qualifications:
23 years of age
Two years verifiable Tanker/Hazmat experience
A valid CDL with Tanker and Hazmat endorsements
Meet all DOT requirements
Clean Driving Record
Immediate Disqalifications:
Disqualified for a conviction ofD.U.I., D.W.I., Reckless Driving
Disqualified for a conviction of a Felony, Theft, Forgery, or Assault
Disqualified for a Major Preventable Accident in the last three years
I nfh
http://www.altomtransport.com/careers/career~opportunities/
_.lareer Opportunities I Altom Transport, Inc.

If you feel you meet our qualifications, please apply now:
Apply Online- or- Download an Employment Application
Positions Available
Owner Operators Locations: IL, IN, IO, MC, MS, NY, OH, TX, WS
(Gulf Coast & Midwest Terminals)
LOCATIONS
Illinois - Chicago, Rockford
Indiana- Indianapolis
Iowa- Davenport, Des Moines
Michigan - Detroit, Grand Rapids
Missouri - St. Louis
New York- Buffalo
Ohio- Cincinnati, Cleveland, Toledo
Texas -Beaumont, Corpus Christi, LaPorte, Lufkin, San Antonio
Wisconsin - Madison, Milwaukee
REQUIREMENTS
These positions are for OTR, Regional, & Local- Liquid Tank Truck Drivers.
Requirements Include:
Class A Commercial Drivers License with Hazmat/Tanker Endorsement
Minimum 2 Year Verifiable Tank Experience
Clean Driving Record & Criminal Background
Late Model Equipment with Pump and/or Compressor
COMPENSATION
70% of Gross
Excellent Fuel Surcharge Program
Comdata Fuel Cards /National Fuel Discount Programs
License Plate Program
National Parts & Service Discounts
Escrow Account Options
Insurance Programs: Bobtail, Workman's Compensation, Disability
Weekly Direct Deposit
Apply Online 113 SHARE+
I UPDATED: May 21,2014
o Truck & Liquid-Bulk Trailer Mechanic Locations: IN
) nf"f\
.::;/'J1 /"Jf\1 A OA7 A 1\A"
Jareer Opportunities I Altom Transport, Inc.

Company Drivers (OTR and Regional) Locatio11s: IL, IN, IO, MC, MS, NY, OH, TX, WS
o Career Opportunities
o Apply Now
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Altom Newsletter, 2nd Ouarter- 2013
New Terminal Operations-Indianapolis
2013 Business-opportunity Challenges and Growth
2012 Coming to a Close and 2013 Racing Into View
CONTACT INFO
General Questions I Comments
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!areer Opportunities 1 Altom Transport, Inc.

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Conctact Info
Corporate HeadQuarters
7439 W. Archer Avenue

Summit, Illinois 60501
Tel (877) 712-5866
Fax (708) 496-9363
Midwest Dispatch
111 East 142nd Street

Hammond, Indiana 46327
Tel (877) 712-5866
Fax (219) 937-3212
Chicago Terminal
4243 South Knox Avenue

Tel (877) 712-5866
Fax (773) 735-9671
Hammond Terminal
729 East 131 st Street
5/21/2014 9:47AM
iareer Opportunities I Altom Transport, Inc.

Hammond, Indiana 46320
Tel (877) 712-5866
Fax (773) 735-6900
Indianapolis Terminal
4008 Rockville Road

Indianapolis, IN 46222
Tel (855) 612-5866
Fax (317)780-1974
Houston Terminal
4700 New West Drive

Pasadena, TX 77507
Tel (877) 712-5866
Fax (281) 291-8467
Lufkin Terminal
2794 Ted Trout Drive

Lufkin, TX 75904
Tel (877) 702-5866
Fax (936) 632-5267
Frequently Asked Questions
What guarantees can you make regarding safety during chemical transportation?
How much experience does Altom Transport, Inc. have in the chemical transportation industry?
What type of equipment does Altom supply?
What type of specialized services does Altom offer?
What types of training do you provide your drivers?
Is your pricing competitive?
How can I get pricing for my transpottation needs?
Does Altom have dry bulk or roll-off services?
Are there any petroleum or chemical products you don't handle?
No one can completely guarantee a safe shipment but Altom has the experience of many years of safety and
effectively managing customers products and wastes no matter how complex they may be.
Our family business of a petroleum wholesaler has been in existence since the 1940's with our Transportation
business becoming established in 1978.
We have a variety of trailer types and configurations. With a fleet of DOT 407 aluminum and stainless steel
trailers both single and multicompartment as well as asphalt, FRP, vacuum and rubber lined trailers we are
)
~of6
I:'../')1/')f\lA O.A'7 AT!..A
!areer Opportunities I Altom Transport, Inc.

well positioned where specialization matters.
We are a complete services bulk carrier. From product hauling to hazardous waste hauling, we have a variety
of equipment and services available including trailer leasing, dedicated service, used equipment for sale, and
EDI capabilities.
Our drivers attend a week long training program by our in-house EHS staff that includes MSDS review,
chemical training, safety protocol and PPE, safe driving techniques and road reviews, hazardous material
training and annual refresher training.
Our pricing is very competitive. Pricing is dependent on the products or waste materials, volumes and
shipping/destination points.
For more information and a formal quote, please contact our sales depattment: Call: 800-327-8903 I Email:
sales@altomtranspott.com
We do have roll-off service available in certain locations and as a specialized carrier we can certainly work
with your business to see if setting up our "dedicated service" is available and right for you. We do not offer
any dry bulk service at this time.
We do have a very short list of products and chemicals that we do not handle but that is dependent on
chemical types and concentrations as well as equipment that is currently available. Please check with our
sales or EHS department for additional information.
2014 Altom Transport, Inc.

Privacy Policy
Site Credits
Visit our sister company:
www.AlWarrenOil.com
(J
11.
ACE North Amencan Claims

P.O. Box 5119
Scranton, PA 18505-0549
1-866-635-5688 fax
678-795-4283 tel
678-795-4081 fax
Unda.warren@acegroup.com
Linda Krajeck Warren
Senior Claim Director

Professional Unes Claims
July 14, 2014

Attn: Walter J. Piszczor
4242 S. Knox Avenue
Chicago, IL 60632-3934
Via Certified Mail/Return Receipt Requested

And via email: wally@altomtransport.com
RE:
Michael Stampley, Individually and on behalf of all others similarly situated v.

Altom Transport, Inc. ("the Stampley class action")
United States District Court for the Northern District of illinois
INSURED:
POLICY#:
CLAIM#:
AI Warren Oil Company, Inc., Altom Transport, Inc.

G2502090A 004
JY 1410265023
Dear Mr. Piszczor:

On behalf of Westchester Fire Insurance Company ("Westchester"), this will once again
acknowledge receipt of the Stampley class action reported to Westchester on May 23, 2014.
This correspondence is being directed to you as the contact person for Altom Transport, Inc.
("Altom"). If you are not the contact person for Altom please immediately advise the
undersigned. Unfortunately my voice mail message and email to you of May 28, 2014 were not
responded to.
Westchester has not made any determination as to liability nor do we intend to imply that any
liability exists. The purpose of this letter is to advise you that coverage for this Claim is not
available based upon our review of the documents submitted in conjunction with the tenns and
conditions of the Policy. In the event that you have any information that you believe has a
bearing on our position, please forward it to me for review.
The Stampley class action, filed on May 21, 2014, brings causes of actions for violation of 49
C.F.R 376.12(d); breach of contract and unjust enrichment arising out of Independent
Contractor Agreements for Owner-Operator entered into between the Plaintiffs and Altom.
Altom Transport, Inc.'s ACE EXPRESS Private Company Management Indemnity Package
Policy, policy number G2502090A 004, issued by Westchester is a claims made policy with a
Policy Period from August 3, 2013 to August 3, 2014. Pursuant to Item C of the Declarations,
m.
Altom purchased Directors & Officers and Company coverage under this policy. The present
Claim will be evaluated under the Directors & Officers and Company Coverage Section which
has an Aggregate Limit of Liability of $1,000,000 for all Loss, including Defense Costs, subject
to a Retention of $25,000 each Claim under Insuring Clause 3.
Subject to the Policy's terms and conditions, the Directors & Officers and Company Coverage
Section provides coverage in pertinent part as follows:
A.
INSURING CLAUSES
3. The Insurer shall pay the Loss of the Company which the Company becomes
legally obligated to pay by reason of a Claim first made against the Company
during the Policy Period or, if applicable, the Extended Period, and reported to
the Insurer pursuant to subsection El herein, for any Wrongful Act taking
place prior to the end of the Policy Period.
The Policy contains the following exclusion which states in pertinent part:
C. EXCLUSIONS
2.
Exclusions Applicable Only to Insuring Clause A3

The Insurer shall not be liable for that portion of Loss under this Coverage
Section on account of any Claim:
a)
alleging, based upon, arising out of, attributable to, directly or indirectly
resulting from, in consequence of. or in any way involving the actual or
alleged breach of any contract or agreement; except and to the extend the
Company would have been liable in the absence of such contract or
agreement; or
Regretfully, the breach of contract exclusion (C.2.a) cited above precludes coverage for this
matter and Westchester will take no further action.
Furthermore, the following exclusion, stated in pertinent part, may further limit and/or preclude
coverage for this matter:
C. EXCLUSIONS
1.
Page 2/4
Exclusions Applicable to All Insuring Clauses
m.
m)
resulting from, in consequence of, or in any way involving:
(i)
improper payroll deductions, unpaid wages or other

compensation, misclassification of employee status, or any
violation of any law, rule or regulation, or amendments
hereto, that govern the same topic or subject; or
Finally, endorsement #5, Professional Services Exclusion-General Professional Services With

Shareholder Carveout, stated in pertinent part, may further limit and/or preclude coverage:
It is agreed that Section C. Exclusions, subsection I, Exclusions Applicable to All
Insuring Clauses, of the Directors & Officers and Company Coverage Section, is
amended to add the following:
(Insurer shall not be liable for Loss under this Coverage Section on account of any
Claim:)
alleging, based upon, arising out of, attributable to the rendering or failing to
tender professional services ...
Westchester reserves the right to deny coverage based upon grounds other than those expressly
set forth in this letter and to supplement and/or amend this letter to address additional coverage
issues as they may arise, based upon all of the provisions, terms, conditions, exclusions,
endorsements, and definitions found in the Policy and additional facts that may come to
Westchester's attention. Nothing stated herein and no further action taken by Westchester or on
its behalf should be construed as a waiver of any of its rights under the Policy. On the contrary,
by providing this or any prior correspondence to the Insured, engaging in any prior or future
discussions with the Insured, or paying or agreeing to pay any amount to or on behalf of the
Insured, Westchester does not waive any right that it has under the Policy.
Should you have any questions or wish to discuss this matter further please call me at (678) 795-
4283.
Page 3/4
fl.
cc:
AON Risk Insurance Services Central, Inc.
Attn: Sue Suankurn
Via email only: sue.suankurn @aon.corn
Page 4/4
115 South LaSalle Street

Tel: 312.332.3400
Suite 2910
Te/ecopier:
312.676.2676
Andrew S:zot
as:zof@millerlawrrc.com
October 14,2014
VIA ELECTRONIC 11-IAIL (kenbellah@aol.com)

Kenneth D. Bellah
Law Offices of Kenneth D. Bellah
525 West Monroe Street, Suite 2360
Chicago, IL 60661
Re:
HIGHLY CONFIDENTIAL
FOR SETTLEMENT PURPOSES ONLY
Case Name: Stampley v. Altom Tramport, Inc.

Case Number: 14-cv-3747
Jurisdiction: U.S. District Court, Northern District of Illinois
Claim Number: JY14J0265023

Policy Number: G2502090A 004
Dear Ken,
Thank you for sending to me, pursuant to my request and Altom's production obligations
under Federal Rule of Civil Procedure 26(a)(I)(A), the requested insurance policies and the
related coverage denial letter dated July 14, 2014 concerning the above-referenced lawsuit and
above-referenced claim (the "Claim").
I have reviewed the coverage denial letter and the insurance policies referenced therein.
For the reasons stated below, I encourage Altom to immediately request that its insurer tender the
limits of the Director & Officers and Company Coverage Section of Policy# G25002090A 004,
as there is coverage under the policy for the above-referenced lawsuit.
The July 14,2014 coverage denial Jetter states that the following exclusion "precludes
coverage for this matter and [that therefore] Westchester will take no further action":
C. EXCLUSIONS
2.
Exclusions Applicable Only to Insurance Clause A3

The Insurer shall not be liable for that po1tion of Loss under this Coverage
Page 2 of3
October 14,2014
a)
Alleging, based upon, arising out of, attributable to, directly or indirectly
resulting from, in consequence of, or in any way involving the actual or
alleged breach of any contract or agreement; except and to the extent the
Company would have been liable in the absence of such contract or
agreement; ....
But here, this exclusion does not apply because Altom, as an authorized carrier, would be liable
under the Truth-in Leasing regulations if it failed to enter into written lease agreements (i.e.,
owner operator agreements) with owner-operators. 49 CFR 3 76. I I (a) states that "[t]here shall be
a written lease granting the use of the equipment and meeting the requirements contained in
376.!2." Thus, under the plain terms of the policy, the claims asserted in this lawsuit are not
excluded because Altom "would have been liable in the absence of such contract or agreement."
Moreover, the coverage denial letter ignores entirely Plaintiffs statutory claim, which creates a
statutory duty, as opposed to just a contractual obligation on the part of Aliom vis-a-vis the
owner-operators. 49 CFR 376.12, Preamble ("The required lease provisions shall be adhered to
and performed by the authorized carrier.").
Similarly, Westchester's suggestion that the following exclusion may further limit and/or
preclude coverage also falls flatC. EXCLUSIONS
2.
Exclusions Applicable Only to Insurance Clauses

m)
resulting from, in conseguence of, or in any way involving:
(i)
improper payroll deductions, unpaid wages or other compensation,

misclassification of employee status, or any violation of any law,
rule or regulation, or amendments thereto, that governs the same
topic or subject; ....
First, this lawsuit does not involve, and has not been filed by, parties claiming to be Altom
employees. Rather, the Plaintiff and the defined cla.ss are independent contractors. Second, the
claims asserted do not seek the recoupment of unpaid wages or of unpaid other compensatiOn.
Third, the lawsuit based upon the misclassification of employee status. Consequently, this
exclusion also cannot, in good faith, be used to deny coverage.
Finally, Westchester's asse1tion that Endorsement #5 may further limit and/or preclude
coverage is baseless because this lawsuit does not involve the "rendering or failure to render
professional services."
Page 3 of3
October 14,2014
Westchester's improper denial of the Claim left Altom in a very precarious position
because, as explained to Altom at the settlement conference and as set forth in Plaintiffs
mediation statement, Altom's likely exposure in this case will be much higher than Plaintiffs
final settlement demand of$l.9million made at last Thursday's court ordered settlement
conference.
This settlement demand will expire at 9:00a.m. on Friday, October 17,2014. On that
day, we will appear before Judge Bucklo and report to her on the state of settlement discussions
and she will set a briefing schedule on Plaintiffs already-filed motion for class certification and
motion for summary judgment. Plaintiffs settlement demand will only increase as more costs
and resources are utilized to further prosecute this action.
Altom should immediately request that Westchester tender the limits of coverage so that
it may properly and timely accept the soon-to-expire settlement offer.
Andrew Szot
AS/ajs
cc:
Michael Stampley
Edward McNamara
Eric J. Emerson
561 West Diversey Park-way, Suite 210-A
312-758-4301
eexnerson@emersonlatvgroup.com
October 15, 2014
VIA U.S. POSTAL SERVICE & ELECTRONIC MAlL (Linda. warren@acegroup.com)

Lmda KraJeck Warren
Professional Lines Claims Department
ACE North American Claims
PO BOX5119
RE: Michael Stampley individually and on behalf of all others similarly situated v. Altom
Transport, Inc, 14 cv 3747, U.S. District Court for the Northern District of Illinois ("Stampley
action")
Your Insured: Altom Transport, Inc. and A! Warren Oil Company, Inc.
Claim Number: JY14J 0265023
Dear Ms. Warren:
This law firm has been retained to represent the interests of Altom Transport, Inc. ("Altom") in connection
with the above-referenced ACE Express Private Company Management Indemnity Package insurance
policy ("policy") issued to it by Westchester Fire Insurance Company ("Westchester") and which provides
coverage for Altom in the Stampley action.
On May 23, 2014, Altom reported the Stampley action to Westchester and requested that Westchester
provide Altom with a defense and indemnify it pursuant to the policy. The Stampley action had been filed
on May 21, 2014. The Westchester policy clearly states that it is Westchester's duty to defend even if any of
the allegations [against Altom] are groundless, false or fraudulent." Coverage Section F(1).
However, in correspondence from you dated July 14, 2014, Westchester denied any defense or indemnity
obligations to Altom for the Stampley action. As a result Altom undertook its own defense, including the
payment oflegal fees and costs.

Altom disagrees with Westchester's coverage position and contends (a) there was, and is, a duty to defend
Altom triggered by the allegations of the Complaint against it in the Stampley action; and (b) that
Westchester has breached its policy obligations to Altom by refusing to defend.
Yesterday, October 14, 2014, Altom received the attached letter from Mr. Stampley's counsel making a $1.9
million demand to settle this action. The $1.9 million demand is within the S2.0 million Westchester policy
limit. Also, as you will note, counsel has made this a "time-demand" which will expire at g:ooam on Friday
October 17, 2014.
Please accept this letter as Altom's formal demand that Westchester reconsider its denial of coverage and
tender its $2.0 million in policy limits to promptly resolve the Stampley action on Altom's behalf.
Also please be aware that Altom is providing this information to Westchester in further and full compliance
with Coverage Sections F(3) and F(4) of the policy regarding consent to settlement and cooperation while
at the same time attempting to protect its own interests and notwithstanding Westchester's denial of
coverage and absence in the litigation.
In the event that Westchester fails to tender its limits and effectuate settlement, ll..ltom and/or its assignees
will pursue Westchester for any and all amounts paid in defense costs and/or toward settlement, verdict or
judgment and will also seek all remedies available to them against Westchester including, but not limited
to, a breach of contract action, extra-contractual damages, and an award of attorney's fees and costs.
Nothing contained herein shall be construed as a waiver or relinquishment of any rights that Altom may
currently possess or may acquire in the future. We look forward to Westchester's prompt response and
resolution of this matter.
Enclosure
cc:
Thomas Warren. Jr.

Kenneth D. Bellah
u.
Eric J. Emerson
561 West Diversey Parkway, Suite 210-A

312-758-4301
cemerson@emersonlawgroup.corn
October 21,2014
VIA OVERNIGHT & ELECTRONIC MAIL (Linda.warren@laceg~oup.com)

Professional Lines Claims
ACE North American Claims
POBOX5119
RE: Michael Stampley individually and on behalf of all others similarly situated v. Altom Transport. Inc,
14 cv 3747, U.S. District Court for the Northern District of Illinois ("Stampley action"")
Your Insured: Altom Transport, Inc. and Al Warren Oil Company. Inc.
Claim Number; JYI4J0265023
Dear Ms. Warren:
As stated in my October 15, 2014 letter to you (which is enclosed) this law firm has been retained to
represent the interests of Altom Transport, Inc. ("Altom") in connection with the above-referenced ACE
Express Private Company Management Indemnity Package insurance policy ("'policy") issued to it by
Westchester Fire Insurance Company ("Westchester"). It is our position that the Westchester provides
coverage for the claims asserted against Altom in the Stampley action.
In my October 15'" letter, I notified Westchester that Altom had received a time-demand from the Plaintiff
(dated October 14, 2014) in the amount of $1.9 million and that this amount was within the Westchester
policy limits. (The Plaintiff's demand letter is, again, enclosed for reference.)
I also stated that time was ofthe essence in that the demand would expire at 9:ooam on October 17, 2014Therefore, I requested that Westchester promptly tender the insurance coverage limits and settle this action
on behalf of its policyholder. Regrettably, we heard nothing from Westchester. Westchester neither
acknowledged receipt of the demand nor responded substantively in any fashion. Please accept this letter
as notification that the Plaintiff's demand was withdrawn as a consequence.
Sincerely,
Enclosures (2)
cc:
Thomas Warren. Jr.
Kenneth D. Bellah
Tue, Oct
zs
s:17 PM
to Linda.warren@acegroup.com
cc Thomas J. Warren (Jr.); jerry@altomtransport.com; kenbellah@aol.com
bee eemerson@emersonlawgroup.com
Stampley, et al. v. Altom

Regards Linda-- following you will find Mr. Stampley's most recent (and ever-increasing) settlement demand.
Altom Transport again tenders this demand to Westchester for settlement on Altom's behalf.
Westchester has not replied to my prior communications so I have no expectation that one will be forthcoming
now. In any event, for the record, Westchester has been fully advised of all developments, Westchester has been
asked to participate, and Westchester has refused to respond.
Eric
Eric J. Emerson
561 W. Diversey Parkway
Suite 210-A
(M) 312-758-4301
(0) 773-666-5228
From: aszot@millerlawllc.com
Sent: Monday, October 27, 2014 10:50 AM

To: kenbellah@aol.com, eemerson@emersonlawgroup.com
Cc: Edward McNamara (mcnamara.evans@gmail.com)
Ken and Eric,
My October 14, 20141etter contained a settlement offer that expired on October 17. As explained in that
letter, Plaintiff's settlement demands will only increase as additional resources and time is spent
prosecuting this case.
Plaintiffs demand to settle this case is now $2.3 million. This offer will expire at 9:00 a.m. on Friday,
October 31, 2014. This offer is quite reasonable given Altom's potential exposure in this case, as
explained in Plaintiff's mediation statement and as further articulated to Altom at the October 9, 2014
settlement conference.
Thank you,
Andy
Andrew Szot Miller Law LLC
115 S. LaSalle St., Ste. 2910 Chicago, IL 60603

312.332.3400 (t). 312.676.2669 (d). 312.676.2676 (f)
This transmission is intended only for the party to whom it is addressed and may contain privileged and confidential
information. Any unauthorized use, dissemination or copying of this transmission is prohibited. If you have received this
transmission in error, please notify me immediately by return email, and delete or destroy this communication and any
copies (digital or paper), including all attachments. Unless expressly stated in this e-mail, nothing in this message should be
construed as o digital or electronic signature.
Any advice contained in this email, or in documents or files attached to this email, is not intended or written to be used, and
cannot be used, for purposes of avoiding tax penalties that may be imposed on any taxpayer.
n
l!i
Westchester Fire Insurance Company
ACE EXPRESS Private Company

Management Indemnity Package
Declarations
This Policy is issued by the stock insurance company listed above ("Insurer").
THE EMPLOYMENT PRACTICES, DIRECTORS & OFFICERS AND COMPANY, AND FIDUCIARY COVERAGE
SECTIONS OF THIS POLICY, WHICHEVER ARE APPLICABLE, COVER ONLY CLAIMS FIRST MADE
AGAINST THE INSURED DURING THE POLICY PERIOD OR, IF ELECTED, THE EXTENDED PERIOD AND
REPORTED TO THE INSURER PURSUANT TO THE TERMS OF THE RELEVANT COVERAGE SECTION. THE
CRIME COVERAGE SECTION, IF APPLICABLE, APPLIES ONLY TO LOSS DISCOVERED DURING THE
POLICY PERIOD. PLEASE READ THIS POLICY CAREFULLY.
THE LIMITS OF LIABILITY AVAILABLE TO PAY INSURED LOSS SHALL BE REDUCED BY AMOUNTS
INCURRED FOR COSTS, CHARGES AND EXPENSES UNLESS OTHERWISE PROVIDED HEREIN.
AMOUNTS INCURRED FOR COSTS, CHARGES AND EXPENSES AND LOSS SHALL ALSO BE APPLIED
AGAINST THE RETENTION AND DEDUCTIBLE AMOUNTS.
TERMS THAT APPEAR IN BOLD FACE TYPE HAVE SPECIAL MEANING.
APPROPRIATE DEFINITIONS SECTIONS OF THIS POLICY.
Policy Number:
G2502090A 004
Renewal of:
PLEASE REFER TO THE
G2502090A 003
Item A.
Parent Company:
Principal Address:

4242 S Knox Ave
Chicago, IL 60632-3934
Item B.
Policy Period:
From 08/03/2013 to 08/03/2014
12:01 a.m. local time at the Principal Address shown in Item A.
Item C.
Coverage Section(s):
EMPLOYMENT PRACTICES
1.
Limit of Liability
a. $1,000,000 aggregate for all Loss, subject to 1b and 1c immediately below,
b. $0 additional aggregate for all Costs, Charges and Expenses, subject to 1c
immediately below,
c. $1,000,000 maximum aggregate for this Coverage Section.
2.
Retention:
$25,000 each Employment Practices Claim

$25,000 each Third Party Claim
3.
Continuity Date:
08/03/2007
Third Party Coverage
[KJ
Yes
No
DIRECTORS & OFFICERS AND COMPANY

1.
PF-15190b (06/10)
Limit of Liability
a. $1,000,000 aggregate for all Loss, subject to 1band 1c immediately below,
b. $1,000,000 additional aggregate for all Loss under Insuring Clause A 1, subject to 1c
immediately below,
Copyright 2008, 2010
fill
Page 1 of 4
c. $2,000,000 maximum aggregate for this Coverage Section.

2.
Retention:
$0 each Claim under Insuring Clause 1

$25,000 each Claim under Insuring Clause 2
$25,000 each Claim under Insuring Clause 3
3.
Continuity Date:
08/03/2007
FIDUCIARY
1.
Limit of Liability
$1,000,000 maximum aggregate for this Coverage Section
Retention:
$0 each Claim
3.
Continuity Date:
08/03/2007
CRIME
Insurance Aoreements
1a. Employee Theft
b. Employee Benefit Plan
c. Client Property
2. Forgery Or Alteration
3. Inside The Premises Theft Of Money And
Securities
4. Inside The Premises - Robbery Or Safe Burglary
Of Other Property
5. Outside The Premises
Limit Of Insurance
Per Occurrence
$1,000,000
$1,000,000
$100,000
$1,000,000
$1,000,000
Deductible Amount
Per Occurrence
$25,000
$0
$25,000
$25,000
$25,000
$1,000,000
$25,000
$1,000,000
$25,000
$1,000,000
$25,000
6. Computer Fraud
7. Funds Transfer Fraud
$1,000,000
$25,000
$1,000,000
$25,000
8. Money Orders And Counterfeit Money
Coverage is provided only if an amount is shown opposite an Insuring Agreement. If the amount is left blank or "Not
Covered" is inserted, such Insuring Aqreement and any other reference thereto in this Policy is deleted.
Item D.
Premium: $12.692
Taxes & Surcharges Amount: $0.00
Total Amount Due: $12.692
Item E.
Discovery Period
1. One (1) year
2. Two (2) years
3. Three (3) years
100.00% of the premium set

As provided in subsection H of the General Terms and Conditions, only one of the above
Discovery Period options may be elected and purchased.
Item F.
Run-Off Period
1. One (1) year
2. Two (2) years
3. Three (3) years
4. Four (4) years
PF-15190b (06/10)
100.00% of the
110.00% of the
125.00% of the
135.00% of the
premium
premium
premium
premium
i'l!
Page 2 of 4
5. Five (5) years

6. Six (6) years
145.00% of the premium

150.00% of the premium
As provided in subsection I of the General Terms and Conditions, only one of the above Run-Off
Period options may be elected and purchased.
Item G
Notice under this Policy shall be given to:
A. Notice of Claim, Wrongful Act or Loss:

ACE USA
P.O. Box 5105
Fax: 888-844-9073
Email address for submitting Private and NonProfit Claims,
PrivateNonProfitFirstNotice@aceqroup.com
Email address for all other correspondence,
ApolloProRskACEincominq@aceqroup.com
B. All other notices:

ACE USA, Professional Risk
Attention: Chief Underwriting Officer
1133 Avenue of the Americas, 32"' Fl
New York, NY 10036
Item H.
Forms attached at Policy issuance:

o
EPLA-P (01/13)- EPL Assist
o
CC-1K11g (01/11)- Signatures
o
PF-15191 (12-08)- ACE EXPRESS Private Company Management Indemnity PackageGeneral Terms and Conditions
PF-15192 (12-08)- ACE EXPRESS Private Company Management Indemnity PackageEmployment Practices Coverage Section
o
PF-15193 (12-08)- ACE EXPRESS Private Company Management Indemnity PackageDirectors and Officers Coverage Section
PF-15194 (12-08)- ACE EXPRESS Private Company Management Indemnity PolicyFiduciary Coverage Section
o
PF-28437 (1 0/09)- ACE EXPRESS Private Company Management Indemnity PackageCrime Coverage Section
o
ALL-34772 (11/11)- Illinois Notice to Policyholders Regarding the Religious Freedom
Protection and Civil Union Act
o
PF-15026c (01-08)- Cap On Losses From Certified Acts of Terrorism
o
PF-17096 (03-10)- Amendatory Endorsement -Illinois
o
PF-27192 (05/09)- Professional Services Exclusion -General Professional Services With
Shareholder Carveout
o
PF-27965 (09/09) - Derivative Investigation Sub-Limit of Liability Endorsement
o
PF-28449 (10/09)- Additional Limit of Liability, Costs, Charges and Expenses
o
PF-29816 (05/10)- Special Event Management Coverage- D&O
o
PF-30394 (08/1 0)- Investigation Coverage (Individuals Only)
o
PF-30444 (08/1 0)- Special Event- Workplace Incident- EPL
o
PF-30445 (08/10)- Special Event- Network Security Incident- D&O
PF-34215 (08/11) - FLSA and Related Coverage

o
PF-34399 (12/11)- General Terms and Conditions Miscellaneous Amendments
o
PF-34400 (12/11) - Directors and Officers and Company Miscellaneous Amendments
o
PF-34401 (12/11)- Employment Practices Miscellaneous Amendments
PF-34402 (12/11)- Fiduciary Express Plus
PF-15190b (06/10)
Copyright 2008, 2010 ~
Page 3 of4
PF-35072a (1 0/12)- Loss Discovered Conversion Endorsement

PF-35073 (01/12) - Credit, Debit and Charge Card Fraud Deductible - Crime
PF-35074 (01/12)- Claim Investigation Expense Coverage- Sublimit
PF-35082 (02/12) - Remove Acquisition Threshold - Crime
PF-39133 (09/12)- Amend Miscellaneous Endorsement (Specified Section)
TRIA12b (01-08)- Disclosure Pursuant To Terrorism Risk Insurance Act
ALL-18653c (05/12)- Questions About Your Insurance?
All-20887 (1 0-06)- ACE Producer Compensation Practices & Policies
All-21101 (11-06)- Trade or Economic Sanctions Endorsement
ILP 001 01 04- U.S. Treasury Departments' Office of Foreign Assets Control ("OFAC")
Advisory Notice to Policyholders
PF-17914 (02-05)- U.S. Treasury Departments' Office of Foreign Assets Control ('OFAC')
IN WITNESS WHEREOF, the Insurer has caused this Policy to be signed by its President and Secretary, and
countersigned by a duly authorized representative of the Insurer.
DATE:
10/14/2013
JOHN J. LUPICA. President
Authorized Representative
PF-15190b (06/10)
f.'i
Page 4 of4
SIGNATURES
Named Insured
Endorsement Number

Policy Symbol
I Policy Period
I Policy Number
DON
G2502090A 004
08/03/2013 to 08/03/2014
Effective Date of Endorsement
1
08/03/2013
Issued By (Name of Insurance Company)
THE ONLY SIGNATURES APPLICABLE TO THIS POLICY ARE THOSE REPRESENTING THE COMPANY NAMED ON
THE FIRST PAGE OF THE DECLARATIONS.
By signing and delivering the policy to you, we state that it is a valid contract.
INDEMNITY INSURANCE COMPANY OF NORTH AMERICA (A stock company)

BANKERS STANDARD FIRE AND MARINE COMPANY (A stock company)
BANKERS STANDARD INSURANCE COMPANY (A stock company)
ACE AMERICAN INSURANCE COMPANY (A stock company)
ACE PROPERTY AND CASUALTY INSURANCE COMPANY (A stock company)
INSURANCE COMPANY OF NORTH AMERICA (A stock company)
PACIFIC EMPLOYERS INSURANCE COMPANY (A stock company)
ACE FIRE UNDERWRITERS INSURANCE COMPANY (A stock company)
WESTCHESTER FIRE INSURANCE COMPANY (A stock company)
436 Walnut Street, P.O. Box 1000, Philadelphia, Pennsylvania 19106-3703
L~
CARMINE A. GIGANTI, Secretary
JOHN J. LUPICA. President
CC-1K11g (01/11)
~~ Westchester Fire Insurance Company

General Terms and Conditions
In consideration of the payment of premium, in reliance on the Application and subject to the Declarations, and terms
and conditions of this Policy, the Insurer and the Insureds agree as follows:
A. SEVERABILITY OF GENERAL TERMS AND CONDITIONS
These General Terms and Conditions apply to each and every Coverage Section of this Policy. The terms and
conditions of each Coverage Section apply only to that Coverage Section and shall not be construed to apply to
any other Coverage Section.
B. DEFINITIONS
Whenever used in this Policy, the terms that appear below in boldface type shall have the meanings set forth in
this Definitions subsection of the Genera! Terms and Conditions. However, if a term also appears in boldface
type in a particular Coverage Section and is defined in that Coverage Section, that definition shall apply for
purposes of that particular Coverage Section. Terms that appear in boldface in the General Terms and
Conditions but are not defined in this Definitions subsection and are defined in other Coverage Sections of the
Policy shall have the meanings ascribed to them in those Coverage Sections.
1. Application means all applications, including any attachments thereto, and all other information and
materials submitted by or on behalf of the Insureds to the Insurer in connection with the Insurer underwriting
this Policy or any policy with an inception date within thirty-six months prior to the inception date of this
Policy, of which this Policy is a renewal or replacement. All such applications, attachments, information,
materials and documents are deemed attached to and incorporated into this Policy.
2. Company means:
a) the Parent Company; and
b) any Subsidiary,
and includes any such organization as a debtor-in-possession or the bankruptcy estate of such entity under
United States bankruptcy law or an equivalent status under the law of any other jurisdiction.
3. Discovery Period means one of the periods described in Item E of the Declarations which is elected and
purchased pursuant to subsection H below.
4.
Domestic Partner means any natural person qualifying as a domestic partner under the provisions of any
applicable federal, state or local law or under the provisions of any formal program established by the
Company.
5. Extended Period means the Discovery Period or the Run-Off Period, if such provision is elected and
purchased pursuant to subsections H or I, respectively, below.
6. Insurer means the insurance company providing this insurance.
7. Parent Company means the entity first named in Item A of the Declarations.
8. Policy means, collectively, the Declarations, the Application, this policy form and any endorsements.
PF-15191 (12/08)
Copyright 2008 ~
Page 1 of6
9.
Policy Period means the period from the effective date and hour of the inception of this Policy to the Policy
expiration date and hour as set forth in Item B of the Declarations, or its earlier cancellation date and hour, if
any.
10. Run-Off Period means one of the periods described in Item F of the Declarations, which is elected and
purchased pursuant to subsection I below.
11. Subsidiary means:

a) any entity of which the Parent Company owns more than 50% of the outstanding securities representing
the present right to vote for the election of such entity's directors or managers, or has the right, pursuant
to written contract or the by-laws, charter, operating agreement or similar documents of the Company, to
elect, appoint or designate a majority of the board of directors or managers, directly or indirectly, if such
entity:
(i)
was so owned on or prior to the inception date of this Policy; or
(ii)
becomes so owned after the inception date of this Policy; and
b) any joint venture entity in which the Parent Company, or an entity described in a) above, has an exact
fifty percent (50%) ownership of the interests of such joint venture entity and where, pursuant to a written
joint venture agreement, the Parent Company or entity described in a) above solely controls the
management and operations of such joint venture entity.
12. Takeover means:
a)
the acquisition by any person or entity of all or substantially all of the Parent Company's assets, or of
more than 50% of the outstanding securities of the Parent Company representing the present right to
vote for the election of directors; or
b) the merger or consolidation of the Parent Company into another entity such that the Parent Company is
not the surviving entity.
All definitions shall apply equally to the singular and plural forms of the respective words.
C. LIMITS OF LIABILITY, RETENTIONS AND DEDUCTIBLES
1. The Limits of Liability, Retentions and Deductibles for each Coverage Section are separate Limits of Liability,
Retentions and Deductibles pertaining only to the Coverage Section for which they are shown. The
application of a Retention or Deductible to Loss under one Coverage Section shall not reduce the Retention
or Deductible under any other Coverage Section, and no reduction in the Limit of Liability applicable to one
Coverage Section shall reduce the Limit of Liability under any other Coverage Section.
2.
In the event that any Claim is covered, in whole or in part, under two or more Insuring Clauses or more than
one Coverage Section, the total applicable Retention or Deductible shall not exceed the single largest
applicable Retention or Deductible. The largest applicable Retention or Deductible shall apply only once to
such Claim.
D. WARRANTY AND NONRESCINDABILITY
PF-15191 (12/08)
Copyright 2008
fil
Page 2 of6
It is warranted that the particulars and statements contained in the Application are the basis of this Policy and
are to be considered as incorporated into and constituting a part of this Policy and each Coverage Section. By
acceptance of this Policy, the Insureds agree that the statements in the Application are their representations,
that such representations shall be deemed material to the acceptance of the risk or the hazard assumed by
Insurer under this Policy, and that this Policy and each Coverage Section are issued in reliance upon the truth
of such representations.
This Policy and any Coverage Sections shall not be rescinded by the Insurer in whole or in part for any reason.
E. CANCELLATION
1.
By acceptance of this Policy, the Insureds hereby confer to the Parent Company the exclusive power and
authority to cancel this Policy on their behalf. The Parent Company may cancel this Policy in its entirety or
any of the applicable Coverage Sections individually by surrender thereof to the Insurer, or by mailing written
notice to the Insurer stating when thereafter such cancellation shall be effective. The mailing of such notice
shall be sufficient notice and the effective date of cancellation shall be the date the Insurer received such
notice or any later date specified in the notice, and such effective date shall become the end of the Policy
Period or applicable Coverage Section. Delivery of such written notice shall be equivalent to mailing.
2. This Policy may be cancelled by the Insurer only for nonpayment of premium, by mailing written notice to the
Parent Company stating when such cancellation shall be effective, such date to be not less than thirty (30)
days from the date of the written notice. The mailing of such notice shall be sufficient notice and the effective
date of cancellation stated in the notice shall become the end of the Policy Period. Delivery of such written
notice by the Insurer shall be equivalent to mailing. If the foregoing notice period is in conflict with any
governing law or regulation, then the notice period shall be deemed to be the minimum notice period
permitted under the governing law or regulation.
3.
If this Policy or any Coverage Section is cancelled, the Insurer shall retain the pro rata proportion of the
premium therefore. Payment or tender of any unearned premium by Insurer shall not be a condition
precedent to the effectiveness of cancellation.
F. ESTATES, LEGAL REPRESENTATIVES, AND SPOUSES
The estates, heirs, legal representatives, assigns, spouses and Domestic Partners of natural persons who are
Insureds shall be considered Insureds under this Policy; provided, however, coverage is afforded to such
estates, heirs, legal representatives, assigns, spouses and Domestic Partners only for a Claim arising solely out
of their status as such and, in the case of a spouse or Domestic Partner, where the Claim seeks damages from
marital community property, jointly held property or property transferred from the natural person who is an
Insured to the spouse or Domestic Partner. No coverage is provided for any Wrongful Act of an estate, heir,
legal representative, assign, spouse or Domestic Partner. All of the terms and conditions of this Policy
including, without limitation, the Retentions and Deductibles applicable to Loss incurred by natural persons who
are Insureds shall also apply to Loss incurred by such estates, heirs, legal representatives, assigns, spouses
and Domestic Partners.
G. AUTHORIZATION CLAUSE
By acceptance of this Policy, the Parent Company agrees to act on behalf of all Insureds, and the Insureds
agree that the Parent Company will act on their behalf, with respect to the giving of all notices to Insurer, the
receiving of notices from Insurer, the agreement to and acceptance of endorsements, the payment of the
premium and the receipt of any return premium.
H. DISCOVERY PERIOD
1.
If this Policy or any Coverage Section is cancelled or is not renewed by the Insurer, for reasons other than
non-payment of premium or if the Parent Company elects to cancel or not to renew this Policy or a
Coverage Section, then the Parent Company shall have the right, upon payment of an additional premium
calculated at that percentage shown in Item E of the Declarations of the total premium for this Policy, or the
total premium for the cancelled or not renewed Coverage Section, whichever is applicable, to purchase an
extension of the coverage granted by this Policy or the applicable cancelled or not renewed Coverage
Section with respect to any Claim first made during the period of time set forth in Item E of the Declarations
PF-15191 (12/08)
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Page 3 of 6
after the effective date of such cancellation or, in the event of a refusal to renew, after the Policy expiration
date, but only with respect to any Wrongful Act committed before such date. The Parent Company shall
have the right to elect only one of the Discovery Periods set forth in Item E of the Declarations.
2.
As a condition precedent to the right to purchase the Discovery Period set forth in subsection H1 above, the
total premium for the Policy must have been paid. Such right to purchase the Discovery Period shall
terminate unless written notice, together with full payment of the premium for the Discovery Period, is
received by Insurer within 30 days after the effective date of cancellation, or, in the event of a refusal to
renew, within 30 days after the Policy expiration date. If such notice and premium payment is not so given to
Insurer, there shall be no right to purchase the Discovery Period.
3.
In the event of the purchase of the Discovery Period, the entire premium therefore shall be deemed earned
at the commencement of the Discovery Period.
4. The exercise of the Discovery Period shall not in any way increase or reinstate the limit of Insurer's liability
under any Coverage Section.
I.
RUN-OFF COVERAGE AND TERMINATION OF A SUBSIDIARY

1.
In the event of a Takeover:

a) The Parent Company shall have the right, upon payment of an additional premium calculated at the
percentage of the total premium for this Policy set forth in Item F of the Declarations, to an extension of
the coverage granted by this Policy with respect to any Claim first made during the Run-Off Period, as
set forth in Item F of the Declarations, but only with respect to any Wrongful Act committed before the
effective date of the Takeover (herein defined as Run-Off Coverage"); provided, however, such additional
premium shall be reduced by the amount of the unearned premium from the date of the Takeover or the
date of notice of the election of the Run-Off Coverage, whichever is later, through the expiration date set
forth in Item B of the Declarations.
b) The Parent Company shall have the right to elect only one of the periods designated in Item F of the
Declarations. The election must be made prior to the expiration of the Policy Period. The right to
purchase a Run-Off Period shall terminate on the expiration of the Policy Period.
c)
If a Run-off Period is elected and purchased:

(i)
Subsection E, above, is deleted in its entirety and neither the Insureds nor the Insurer may cancel
this Policy or any Coverage Section thereof;
(ii)
Subsection H, above, is deleted in its entirety; and
(iii)
the maximum aggregate Limit of Liability of the Insurer for each Coverage Section purchased and
set forth on the Declarations shall be twice the otherwise applicable maximum aggregate Limit of
Liability set forth in Item C of the Declarations for such Coverage Section; provided, however, the
maximum aggregate Limit of Liability of the Insurer in connection with any one Claim shall be
amount originally shown as the maximum aggregate Limit of Liability for each Coverage Section
purchased and set forth on the Declaration.
2. If before or during the Policy Period an organization ceases to be a Subsidiary, coverage with respect to
the Subsidiary and its natural person Insureds shall continue until termination of this Policy. Such coverage
continuation shall apply only with respect to Claims for Wrongful Acts, or Employment Practices Wrongful
Acts, taking place prior to the date such organization ceased to be a Subsidiary.
J. ALTERNATIVE DISPUTE RESOLUTION

The Insureds and the Insurer shall submit any dispute or controversy arising out of or relating to this Policy or
the breach, termination or invalidity thereof to the alternative dispute resolution ("ADR") process described in this
subsection.
PF-15191 (12/08)
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Either an Insured or the Insurer may elect the type of ADR process discussed below; provided, however, that the
Insured shall have the right to reject the choice by the Insurer of the type of ADR process at any time prior to its
commencement, in which case the choice by the Insured of ADR process shall control.
There shall be two choices of ADR process: (1) non-binding mediation administered by any mediation facility to
which the Insurer and the Insured mutually agree, in which the Insured and the Insurer shall try in good faith to
settle the dispute by mediation in accordance with the then-prevailing commercial mediation rules of the
mediation facility; or (2) arbitration submitted to any arbitration facility to which the Insured and the Insurer
mutually agree, in which the arbitration panel shall consist of three disinterested individuals. In either mediation or
arbitration, the mediator or arbitrators shall have knowledge of the legal, corporate management, and insurance
issues relevant to the matters in dispute. In the event of arbitration, the decision of the arbitrators shall be final
and binding and provided to both parties, and the award of the arbitrators shall not include attorneys' fees or other
costs. In the event of mediation, either party shall have the right to commence arbitration in accordance with this
section; provided, however, that no such arbitration shall be commenced until at least 60 days after the date the
mediation shall be deemed concluded or terminated. In all events, each party shall share equally the expenses of
the ADR process.
Either ADR process may be commenced in New York, New York or in the state indicated in Item A of the
Declarations as the principal address of the Parent Company. The Parent Company shall act on behalf of each
and every Insured in connection with any ADR process under this section.
K. TERRITORY
Coverage under this Policy shall extend to Wrongful Acts taking place or Claims made anywhere in the world.
L. ASSISTANCE, COOPERATION AND SUBROGATION

The Insureds agree to provide Insurer with such information, assistance and cooperation as Insurer reasonably
may request, and they further agree that they shall not take any action which in any way increases Insurer's
exposure under this Policy. In the event of any payments under this Policy, Insurer shall be subrogated to the
extent of such payment to all of the Insureds' rights of recovery against any person or entity. The Insureds shall
execute all papers required and shall do everything that may be necessary to secure and preserve such rights,
including the execution of such documents as are necessary to enable Insurer effectively to bring suit or
otherwise pursue subrogation in the name of the Insureds, and shall provide all other assistance and cooperation
which Insurer may reasonably require.
M. ACTION AGAINST INSURER, ALTERATION AND ASSIGNMENT

Except as provided in subsection J above, Alternative Dispute Resolution, no action shall lie against Insurer
unless, as a condition precedent thereto, there shall have been compliance with all of the terms of this Policy. No
person or organization shall have any right under this Policy to join Insurer as a party to any action against the
Insureds to determine their liability, nor shall Insurer be impleaded by the Insureds or their legal representative.
No change in, modification of, or assignment of interest under this Policy shall be effective except when made by
a written endorsement to this Policy which is signed by an authorized representative of the Insurer.
N. BANKRUPTCY
Bankruptcy or insolvency of any Insured or of the estate of any Insured shall not relieve the Insurer of its
obligations nor deprive the Insurer of its rights or defenses under this Policy. The insurance provided by this
Policy is intended as a matter of priority to protect and benefit the natural person Insureds such that, in the event
of bankruptcy of the Company, the Insurer shall first pay Loss covered under Insuring Clause A.1 of the
Directors & Officers and Company Coverage Section, and under the Employment Practices Coverage Section for
which the Company is not permitted or required to indemnify the natural person Insured, prior to paying Loss
under any other Insuring Clause.
PF-15191 (12/08)
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f!ll
Page 5 of 6
If a liquidation or reorganization proceeding is commenced by the Parent Company or any other Company
{whether voluntary or involuntary) under Title 11 of the United States Code (as amended), or any similar state,
local or foreign law (collectively, "Bankruptcy Law'') then, in regard to a covered Claim under this Policy, the
Insureds hereby waive and release any automatic stay or injunction ("Stay") to the extent such Stay may apply to
the proceeds of this Policy under such Bankruptcy Law, and agree not to oppose or object to any efforts by the
Insurer or any Insured to obtain relief from the Stay applicable to the proceeds of this Policy as a result of such
Bankruptcy Law.
0. ENTIRE AGREEMENT
By acceptance of this Policy, the Insureds agree that this Policy embodies all agreements existing between
them and Insurer or any of their agents relating to this insurance. Notice to any agent or knowledge possessed
by any agent or other person acting on behalf of Insurer shall not effect a waiver or a change in any part of this
Policy or estop Insurer from asserting any right under the terms of this Policy or otherwise, nor shall the terms
be deemed waived or changed except by written endorsement or rider issued by Insurer to form part of this
Policy.
PF-15191 (12/08)
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Page 6 of6

Employment Practices
Coverage Section
and conditions of this Policy, the Insurer and the Insureds agree as follows.
A. INSURING CLAUSES
1.
Employee Insuring Clause

Insurer shall pay the Loss of the Insureds which the Insureds have become legally obligated to pay by
reason of an Employment Practices Claim first made against the Insureds during the Policy Period or, if
elected, the Extended Period, and reported to the Insurer pursuant to subsection E1 herein, for an
Employment Practices Wrongful Act taking place prior to the end of the Policy Period.
2.
Third Party Insuring Clause
In the event Third Party Coverage is affirmatively designated in Item C of the Declarations relating to this
Coverage Section, the Insurer shall pay the Loss of the Insureds which the Insureds have become legally
obligated to pay by reason of a Third Party Claim first made against the Insureds during the Policy Period
or, if elected, the Extended Period, and reported to the Insurer pursuant to subsection E1 herein, for a Third
Party Wrongful Act taking place prior to the end of the Policy Period.
B. DEFINITIONS
1. Claim means any:

a) Employment Practices Claim; or
b) Third Party Claim.
2.
Continuity Date means the Continuity Date set forth in Item C of the Declarations relating to this Coverage
Section.
3.
Costs, Charges and Expenses means reasonable and necessary legal costs, charges, fees and expenses
incurred by the Insurer, or by any Insured with the Insurer's consent, in defending Claims and the premium
for appeal, attachment or similar bonds arising out of covered judgments, but with no obligation to furnish
such bonds and only for the amount of such judgment that is up to the applicable Limit of Liability. Costs,
Charges and Expenses do not include salaries, wages, fees, overhead or benefit expenses of or associated
with officers or employees of the Company.
4. Employee means any person who was, now is or shall become:

a) a full-time or part-time employee of the Company, including voluntary, seasonal, and temporary
employees;
b) any individual who applies for employment with the Company; and
c)
any natural person who is a leased employee or is contracted to perform work for the Company, or is an
independent contractor for the Company, but only to the extent such individual performs work or services
for or on behalf of the Company.
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5.
Employment Practices Claim means:
a) a written demand against an Insured for damages or other relief;

b) a civil, judicial, administrative, regulatory or arbitration proceeding against an Insured seeking damages
or other relief, commenced by the service of a complaint or similar pleading, including any appeal
therefrom;
c)
a civil proceeding against an Insured before the Equal Employment Opportunity Commission or any
similar federal, state or local governmental body, commenced by the filing of a notice of charges,
investigative order or similar document;
d) a criminal proceeding brought for an Employment Practices Wrongful Act against any
Insured, commenced by a return of an indictment or similar document, or receipt or filing
of a notice of charges;
e) a civil, criminal, administrative or regulatory investigation commenced by:
(i)
(ii)
the service upon or other receipt by any natural person Insured of a written notice, investigative
order, or subpoena; or
the service upon or other receipt by any Company of a written notice or investigative order;
from the investigating authority identifying such natural person Insured as an individual, or such
Company as an entity, respectively, against whom a proceeding described in paragraphs b, c or d
immediately above may be commenced; or
f) a written request of the Insured to toll or waive a statute of limitations relating to a
Claim described in paragraphs a through e immediately above;
brought by or on behalf of an Employee in their capacity as such. Employment Practices Claim does not
include a labor or grievance proceeding, which is pursuant to a collective bargaining agreement.
6.
Employment Practices Wrongful Act means any actual or alleged:
a) violation of any common or statutory federal, state, or local law prohibiting any kind of employment related
discrimination;
b) harassment, including any type of sexual or gender harassment as well as racial, religious, sexual
orientation, pregnancy, disability, age, or national origin-based harassment, or unlawful workplace
harassment, including workplace harassment by any non-employee;
c)
abusive or hostile work environment;
d) wrongful discharge or termination of employment, whether actual or constructive;

e) breach of an actual or implied employment contract;
f)
wrongful deprivation of a career opportunity, wrongful failure or refusal to employ, promote, or grant
tenure, or wrongful demotion;
g) employment-related defamation, libel, slander, disparagement, false imprisonment, misrepresentation,

malicious prosecution, or invasion of privacy, or the giving of negative or defamatory statements in
connection with an Employee reference;
h) wrongful failure or refusal to adopt or enforce workplace or employment practices, policies or procedures;
i)
wrongful discipline;
j)
employment-related wrongful infliction of emotional distress, mental anguish, or humiliation;
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k)
Retaliation;
I)
negligent evaluation; or
m) negligent hiring, supervision, retention or training of others, but only if employment-related and claimed by
or on behalf of any Employee and only if committed or allegedly committed by any of the Insureds in
their capacity as such.
7.
Insured Persons means all persons who were, now are or shall become:
a) a director or officer of the Company;

b) any Employee; and
c) the functional equivalent of a director, officer or Employee in the event the Company is incorporated or
domiciled outside the United States.
8.
Insureds means the Company and any Insured Persons.
9.
Interrelated Wrongful Acts means all Wrongful Acts that have as a common nexus any fact, circumstance,
situation, event, transaction, cause or series of facts, circumstances, situations, events, transactions or
causes.
10. Loss means the damages, judgments, settlements, front pay and back pay, pre-judgment or post-judgment
interest awarded by a court, and Costs, Charges and Expenses incurred by any of the Insureds. Loss does
not include:
a) taxes, fines or penalties;
b) matters uninsurable under the laws pursuant to which this Policy is construed;
c)
punitive or exemplary damages, liquidated damages awarded by a court pursuant to a violation of the
Equal Pay Act, the Age Discrimination in Employment Act or the Family Medical Leave Act, all as
amended, or any rules or regulations promulgated thereunder, or similar provisions of any common or
statutory federal, state or local law, or the multiple portion of any multiplied damage award, except to the
extent that such punitive, exemplary, or liquidated damages or the multiple portion of any multiplied
damage award are insurable under the internal laws of any jurisdiction which most favors coverage for
such damages and which has a substantial relationship to the Insureds, Insurer, this Policy or the
Claim giving rise to such damages;
d) the cost of any remedial, preventative or other non-monetary relief, including without limitation any costs
associated with compliance with any such relief of any kind or nature imposed by any judgment,
settlement or governmental authority;
e) amounts owed under any employment contract, partnership, stock or other ownership agreement, or any
other type of contract;
f)
disability, social security, workers compensation, medical insurance, retirement or pension benefit
payments, or settlement amounts representing benefit payments;
g) the costs to modify or adapt any building or property to be accessible or accommodating, or to be more
accessible or accommodating, to any disabled person;
h) any amount owed as wages to any Employee, other than front pay or back pay; or
i)
any amount for which the Insured is not financially liable or legally obligated to pay ..
11. Retaliation means any actual or alleged response of any of the Insureds to:
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a) the disclosure or threat of disclosure by an Employee to a superior or to any governmental agency of any
act by any of the Insureds where such act is alleged to be a violation of any federal, state local or foreign
law, whether common or statutory, or any rule or regulation promulgated thereunder;
b) the actual or attempted exercise by an Employee of any right that such Employee has under law,
including rights under any worker's compensation law, the Family and Medical Leave Act, the Americans
with Disabilities Act or any other law relating to employee rights;
c) the filing of any claim under the Federal False Claims Act or any similar federal, state, local or foreign
"whistleblower" law or "whistle blower'' provision of any law;
d) any legally-protected Employee work stoppage or slowdown; or
e) an Employee assisting, cooperating or testifying in any proceeding or investigation into
whether an Insured violated any federal, state, local or foreign law, common or statutory,
or any rule or regulation promulgated thereunder.
12. Third Party means any natural person who is a customer, vendor, service provider, client, or other business
invitee of the Company, or any other natural person or group of natural persons, provided, however, Third
Party shall not include any Employee.
13. Third Party Claim means:

a) any written demand for damages or other relief against an Insured;
b) a civil judicial, administrative or arbitration proceeding against an Insured seeking damages or other
relief, including any appeal therefrom; or
c) a criminal proceeding brought for an Employment Practices Wrongful Act in a court outside of the
United States against any Insured, commenced by a return of an indictment or similar document, or
receipt or filing of a notice of charges;
brought by or on behalf of a Third Party in their capacity as such.
14. Third Party Wrongful Act means any actual or alleged:

a) harassment of a Third Party , including but not limited to any type of sexual or gender harassment as
well as racial, religious, sexual orientation, pregnancy, disability, age, or national origin-based
harassment; or
b) discrimination against a Third Party, including but not limited to any such discrimination on account of
race, color, religion, age, disability or national origin.
15. Wrongful Act rneans:
a) Employment Practices Wrongful Act; or
b) Third Party Wrongful Act.
C. EXCLUSIONS
Insurer shall not be liable for Loss under this Coverage Section on account of any Claim:
1. for actual or alleged bodily injury, sickness, disease or death of any person, or damage to or destruction of
any tangible or intangible property including loss of use thereof, whether or not such property is physically
injured; provided, however, this exclusion shall not apply to mental anguish, emotional distress or humiliation;
2.
alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in consequence of, or
in any way involving:
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a) any Wrongful Act, fact circumstance or situation which has been the subject of any written notice given
under any other policy of which this Policy is a renewal or replacement or which it succeeds in time; or
b) any other Wrongful Act whenever occurring which, together with a Wrongful Act which has been the
subject of such notice, would constitute Interrelated Wrongful Acts;
3.
a) the actual, alleged or threatened discharge, dispersal, release, escape, seepage, migration or disposal of
Pollutants; or
b) any direction or request that any Insured test for, monitor, clean up, remove, contain, treat, detoxify or
neutralize Pollutants, or any voluntary decision to do so;
including without limitation any such Claim by or on behalf of the Company, its securities holders or creditors
based upon, arising out of, or attributable to the matters described in this exclusion. Provided, however, this
exclusion shall not apply to that part of any Claim under this Coverage Section where such Claim is for
Retaliation, or, except as to Clean Up Costs, to any Non-lndemnifiable Loss of an Insured Person or
Loss of an Insured Person for which the Company does not indemnify such Insured Person because of
either the appointment by any state or federal official, agency or court of any receiver, conservator, liquidator,
trustee, rehabilitator or similar official to take control of, supervise, manage or liquidate the Company, or
because of the Company becoming a debtor-in-possession.
For purposes of this exclusion:
Clean Up Costs means expenses, including but not limited to legal and professional fees, incurred in testing
for, monitoring, cleaning up, removing, containing, treating, neutralizing, detoxifying or assessing the effects
of Pollutants;
Non- lndemnifiable Loss means Loss for which a Company has not indemnified, and is not permitted or
required to indemnify, an Insured Person pursuant to law or contract or the charter, bylaws, operating
agreement or similar documents of a Company;
Pollutants means any substance exhibiting any hazardous characteristics as defined by, or identified on, a
list of hazardous substances issued by the United States Environmental Protection Agency or any federal,
state, county, municipal or local counterpart thereof or any foreign equivalent. Such substances shall include,
without limitation, solids, liquids, gaseous, biological, bacterial or thermal irritants, contaminants or smoke,
vapor, soot, fumes, acids, alkalis, chemicals or waste materials (including materials to be reconditioned,
recycled or reclaimed). Pollutants shall also mean any other air emission or particulate, odor, waste water,
oil or oil products, infectious or medical waste, asbestos or asbestos products, noise, fungus (including mold
or mildew and any mycotoxins, spores, scents or byproducts produced or released by fungi, but does not
include any fungi intended by the Insured for consumption) and electric or magnetic or electromagnetic field;
4.
in any way involving: (i) improper payroll deductions, unpaid wages, misclassification of exempt or nonexempt employee status, compensation earned by or due to the claimant but not paid by the Insured
(including but not limited to commission, vacation and sick days, retirement benefits, and severance pay),
overtime pay for hours actually worked or labor actually performed by any Employee of a Company, or any
violation of any federal, state, local or foreign statutory law or common law that governs the same topic or
subject, or any rules, regulations or amendments thereto; or (ii) any violation of the responsibilities,
obligations or duties imposed by the Fair Labor Standards Act (except the Equal Pay Act), as amended, or
any rules or regulations promulgated thereunder, or similar provisions of any common or statutory federal,
state, local or foreign law. Provided, however, this exclusion does not apply to any back pay or front pay
allegedly due as the result of discrimination, or that part of any such Claim alleging Retaliation;
5. for any actual or alleged violation of the responsibilities, obligations or duties imposed by the Employee
Retirement Income Security Act of 1974, the National Labor Relations Act, the Worker Adjustment and
Retraining Notification Act, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Occupational
Safety and Health Act, all as amended, or any rules or regulations promulgated thereunder, or similar
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provisions of any common or statutory federal, state or local law. Provided, however, this exclusion does not
apply to that part of any such Claim alleging violations of the Equal Pay Act or Retaliation;
6.
in any way involving any deliberately fraudulent or criminal act; provided, however this exclusion shall not
apply unless and until there is a final judgment against such Insured as to such conduct. If such excluded
conduct is established through a final judgment, the Insured shall reimburse the Insurer for any Costs,
Charges and Expenses;
7.
in any way involving any Wrongful Act actually or allegedly committed subsequent to a Takeover;
8.
a) any prior or pending litigation or administrative or regulatory proceeding, demand letter or formal or
informal governmental investigation or inquiry, including without limitation any investigation by the U.S.
Department of Labor or the U.S. Equal Employment Opportunity Commission, filed or pending on or
before the Continuity Date; or
b) any fact, circumstance, situation, transaction or event underlying or alleged in such litigation or
administrative or regulatory proceeding, demand letter or formal or informal governmental investigation or
inquiry, including any investigation by the U.S. Department of Labor or the U.S. Equal Employment
Opportunity Commission;
9. alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in consequence of, or
in any way involving any Wrongful Act, fact, circumstance, or situation which any of the Insured Persons
who were, now are, or shall be directors, officers, managers or supervisory employees, had knowledge of
prior to the Continuity Date where such Insured Persons had reason to believe at the time that such known
Wrongful Act could reasonably be expected to give rise to such Claim;
10. alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in consequence of, or
in any way involving, any actual or alleged responsibility, obligation or duty of any Insured pursuant to any
workers compensation, unemployment insurance, social security, disability benefits or pension benefits or
similar law; provided, however, this exclusion shall not apply to that part of any such Claim alleging
Retaliation; or
11. for that portion of Loss which is covered under any other Coverage Section of this Policy.
No Wrongful Act of one or more Insureds shall be imputed to any other Insureds for the purpose of determining the
applicability of any of the above exclusions.
D. LIMIT OF LIABILITY AND RETENTIONS
1. The liability of the Insurer shall apply only to that part of Loss which is excess of the Retention amount
applicable to this Coverage Section, as shown in Item C of the Declarations. Such Retention shall be borne
uninsured by the Insureds and at their own risk. If different parts of a single Claim are subject to different
applicable Retentions under this Coverage Section, the applicable Retentions will be applied separately to
each part of such Loss, but the sum of such Retentions shall not exceed the largest applicable Retention.
2.
As shown in Item C1 of the Declarations relating to this Coverage Section, the following Limits of Liability of
the Insurer shall apply:
a) The amount set forth in Item C1 a relating to this Coverage Section shall be the aggregate limit of liability
for the payment of Loss, subject to additional payments for Costs, Charges and Expenses as further
described in subsection b) immediately below.
b) The amount set forth in Item C1b relating to this Coverage Section shall be the aggregate limit of liability
for the payment of Costs, Charges and Expenses in addition to the limit described in subsection a)
immediately above; provided, all payments for Costs, Charges and Expenses under the additional limits
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described in this subsection b) shall be excess of the limit described in subsection a) above, and excess
of any other available insurance that is specifically excess to this Policy. Such excess insurance must be
completely and fully exhausted through the payment of loss, including but not limited to defense costs
thereunder, before the Insurer shall have any obligations to make any payments under the additional
limits described in this subsection b).
c) The amount set forth in Item C1c of the Declarations relating to this Coverage Section shall be the
maximum aggregate limit of liability under this Coverage Section and the limit of liability set forth in C1a
and C1 b relating to this Coverage Section shall be a part of and not in addition to the maximum
aggregate limit of liability set forth in Item C1c for this Coverage Section.
3. All Claims arising out of the same Wrongful Act and all Interrelated Wrongful Acts shall be deemed to be
a single Claim, and such Claim shall be deemed to have been made at the earliest of the following times,
regardless of whether such date is before or during the Policy Period:
a) the time at which the earliest Claim involving the same Wrongful Act or Interrelated Wrongful Acts is
first made; or
b) the time at which the Claim involving the same Wrongful Act or Interrelated Wrongful Acts shall be
deemed to have been made pursuant to subsection E2 below.
4. Payments of Loss by Insurer shall reduce the Limit(s) of Liability under this Coverage Section. Costs,
Charges and Expenses are part of, and not in addition to, the Limit(s) of Liability, and payment of Costs,
Charges and Expenses reduce the Limit(s) of Liability. If such Limit(s) of Liability are exhausted by payment
of Loss, the obligations of the Insurer under this Coverage Section are completely fulfilled and extinguished.
E. NOTIFICATION
1. The Insureds shall, as a condition precedent to their rights to payment under this Coverage Section only,
give to Insurer written notice of any Claim made against the Insureds as soon as practicable after the
Company's general counsel, risk manager, human resources director, chief executive officer or chief
financial officer (or equivalent positions) first becomes aware of such Claim, but in no event later than: (a)
sixty (60) days after such individual first becomes aware of such Claim; or (b) the expiration of the Policy
Period or Extended Period, if purchased, whichever is later.
2.
If, during the Policy Period or the Discovery Period, any of the Insureds first becomes aware of facts or
circumstances which may reasonably give rise to a future Claim covered under this Policy, and if the
Insureds, during the Policy Period or the Discovery Period, if purchased, give written notice to Insurer as
soon as practicable of:
a) a description of the Wrongful Act allegations anticipated;
b) the identity of the potential claimants;
c) the circumstances by which the Insureds first became aware of the Wrongful Act;
d) the identity of the Insureds allegedly involved;
e) the consequences which have resulted or may result; and
f)
the nature of the potential monetary damages and non-monetary relief;
then any Claim made subsequently arising out of such Wrongful Act shall be deemed for the purposes of
this Coverage Section to have been made at the time such written notice was received by the Insurer. No
coverage is provided for fees, expenses and other costs incurred prior to the time such Wrongful Act results
in a Claim.
3. Notice to Insurer shall be given to the address specified in Item G of the Declarations for this Policy.
F. SETTLEMENT AND DEFENSE
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1.
It shall be the duty of the Insurer and not the duty of the Insureds to defend any Claim. Such duty shall exist
even if any of the allegations are groundless, false or fraudulent. The Insurer's duty to defend any Claim
shall cease when the Limits of Liability have been exhausted by the payment of Loss including Costs,
Charges and Expenses.
2. The Insurer may make any investigation it deems necessary. and shall have the right to settle any Claim;
provided, however, no settlement shall be made without the consent of the Parent Company, such consent
not to be unreasonably withheld.
3. The Insureds agree not to settle or offer to settle any Claim, incur any Costs, Charges and Expenses or
otherwise assume any contractual obligation or admit any liability with respect to any Claim without the prior
written consent of the Insurer, such consent not to be unreasonably withheld. The Insurer shall not be liable
for any settlement, Costs, Charges and Expenses, assumed obligation or admission to which it has not
consented. The Insureds shall promptly send to the Insurer all settlement demands or offers received by
any Insured from the claimant(s).
4. The Insureds agree to provide the Insurer with all information, assistance and cooperation which the Insurer
reasonably requests and agree that, in the event of a Claim, the Insureds will do nothing that shall prejudice
the position of the Insurer or its potential or actual rights of recovery.
5.
If the Insurer recommends a settlement within the Policy Limit of Liability which is agreed to
by the claimant ("Settlement Opportunity"), and:
a) the Insureds consent to such settlement within thirty (30) days of the date the Insureds are first
made aware of the Settlement Opportunity; and
b) such consent occurs within the first ninety (90) days after the Claim is first reported; and
c) such Claim is reported within the first thirty (30) days after it is made,
then, in the event the Claim settles as a result of such Settlement Opportunity, the Retention
applicable to such Claim shall be waived, and any amounts paid by the Insureds towards the
Retention shall be reimbursed by the Insurer.
G. OTHER INSURANCE
1. For any Employment Practices Claim, if any Loss covered under this Coverage Section is covered under
any other valid and collectible insurance, then this Policy shall be primary insurance; provided that with
respect to that portion of an Employment Practice Claim made against any leased, temporary or
independently contracted Employee, Loss, including Costs, Charges and Expenses, payable on behalf of
such Employee under this Coverage Section will be specifically excess of and will not contribute with such
other insurance, including but not limited to any such other insurance under which there is a duty to defend,
unless such insurance is specifically stated to be in excess over the Limit of Liability of this Coverage Section.
2.
For any Third Party Claim, if any Loss covered under this Coverage Section is covered under any other
valid and collectable insurance, then this Policy shall be specifically excess of and will not contribute with
such other insurance, including but not limited to any such other insurance under which there is a duty to
defend, unless such other insurance is specifically stated to be excess over the Limit of Liability of this
Coverage Section.
H. ALLOCATION
If a Claim includes both Loss that is covered under this Policy and loss that is not covered under this Policy,
either because the Claim is made against both Insureds and others, or the Claim includes both covered
allegations and allegations that are not covered, the Insureds and the Insurer shall allocate such amount
between covered Loss (except for Costs, Charges and Expenses) and loss that is not covered based upon the
relative legal and financial exposures and the relative benefits obtained by the parties. The Insurer shall not be
liable under this Policy for the portion of such amount allocated to non-covered Loss.
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Directors & Officers and Company
Coverage Section
A. INSURING CLAUSES
1. The Insurer shall pay the Loss of the Directors and Officers for which the Directors and Officers are not
indemnified by the Company and which the Directors and Officers have become legally obligated to pay by
reason of a Claim first made against the Directors and Officers during the Policy Period or, if elected, the
Extended Period, and reported to the Insurer pursuant to subsection E1 herein, for any Wrongful Act taking
place prior to the end of the Policy Period.
2. The Insurer shall pay the Loss of the Company for which the Company has indemnified the Directors and
Officers and which the Directors and Officers have become legally obligated to pay by reason of a Claim
first made against the Directors and Officers during the Policy Period or, if elected, the Extended Period,
and reported to the Insurer pursuant to subsection E1 herein, for any Wrongful Act taking place prior to the
end of the Policy Period.
3. The Insurer shall pay the Loss of the Company which the Company becomes legally obligated to pay by
reason of a Claim first made against the Company during the Policy Period or, if applicable, the Extended
Period, and reported to the Insurer pursuant to subsection E1 herein, for any Wrongful Act taking place
prior to the end of the Policy Period.
B. DEFINITIONS
1.
Claim means:
a) a written demand against any Insured for monetary damages or non-monetary or injunctive relief;
b) a written demand by one or more of the securities holders of the Company upon the board of directors or
the management board of the Company to bring a civil proceeding against any of the Directors and
Officers on behalf of the Company;
c) a civil proceeding against any Insured seeking monetary damages or non-monetary or injunctive relief,
commenced by the service of a complaint or similar pleading;
d) a criminal proceeding against any Insured, commenced by a return of an indictment or similar document,
or receipt or filing of a notice of charges;
e) an arbitration proceeding against any Insured seeking monetary damages or non-monetary or injunctive
relief;
f)
a civil, administrative or regulatory proceeding against any Insured commenced by the filing of a notice of
charges or similar document;
g) a civil, criminal, administrative or regulatory investigation commenced by:

(i)
(ii)
the service upon or other receipt by any natural person Insured of a written notice, investigative
order, or subpoena; or
the service upon or other receipt by any Company of a written notice or investigative order;
from the investigating authority identifying such natural person Insured as an individual, or such
Company as an entity, respectively, against whom a proceeding described in paragraphs c, d or f
immediately above may be commenced; or
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h) a written request of the Insured to toll or waive a statute of limitations relating to a

Claim described in paragraphs a through g immediately above.
2.
Continuity Date means the date set forth in Item C of the Declarations relating to this Coverage Section.
3.
Costs, Charges and Expenses means:
a) reasonable and necessary legal costs, charges, fees and expenses incurred by the Insurer, or by any
Insured with the Insurer's consent, in defending Claims and the premium for appeal, attachment or
similar bonds arising out of covered judgments, but with no obligation to furnish such bonds and only for
the amount of such judgment that is up to the applicable Limit of Liability; and
b) reasonable and necessary legal costs, charges, fees and expenses incurred by any of the Insureds in
investigating a written demand, by one or more of the securities holders of the Company upon the board
of directors or the management board of the Company, to bring a civil proceeding against any of the
Directors and Officers on behalf of the Company.
Costs, Charges and Expenses do not include salaries, wages, fees, overhead or benefit expenses of or
associated with officers or employees of the Company.
4.
Directors and Officers means any person who was, now is, or shall become:
a) a duly elected or appointed director, officer, or similar executive of the Company, or any member of the
management board of the Company;
b) a person who was, is or shall become a full-time or part-time employee of the Company; and
c) the functional equivalent of directors or officers of a Company incorporated or domiciled outside the
United States of America.
5. Insureds mean the Company and the Directors and Officers.

6.
Interrelated Wrongful Acts means all Wrongful Acts that have as a common nexus any fact, circumstance,
situation, event, transaction, cause or series of facts, circumstances, situations, events, transactions or
causes.
7.
Loss means damages, judgments, settlements, pre-judgment or post-judgment interest awarded by a court,
and Costs, Charges and Expenses incurred by Directors and Officers under Insuring Clauses 1 or 2, or
the Company under Insuring Clause 3. Loss does not include:

c) punitive or exemplary damages, or the multiple portion of any multiplied damage award, except to the
extent that such punitive or exemplary damages, or multiplied portion of any multiplied damage award are
insurable under the internal laws of any jurisdiction which most favors coverage for such damages and
which has a substantial relationship to the Insureds, Insurer, this Policy or the Claim giving rise to such
damages;
e) any amount for which the Insured is not financially liable or legally obligated to pay;. or
f)
the costs to modifY or adapt any building or property to be accessible or accommodating, or more
accessible or accommodating, to any person.
B. Outside Entity means:

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a) any non-profit company in which any of the Directors and Officers is a director, officer, trustee,
governor, executive director or similar position of such non-profit company; and
b) any other company specifically identified by endorsement to this Policy.
9. Wrongful Act means any actual or alleged error, omission, misleading statement, misstatement, neglect,
breach of duty or act allegedly committed or attempted by:
a) any of the Directors and Officers, while acting in their capacity as such, or any matter claimed against
any Director and Officer solely by reason of his or her serving in such capacity;
b) any of the Directors and Officers, while acting in their capacity as a director, officer, trustee, governor,
executive director or similar position of any Outside Entity where such service is with the knowledge and
consent of the Company; and
c) the Company, but only with respect to Insuring Clause 3 of this Coverage Section.
C. EXCLUSIONS
1. Exclusions Applicable to All Insuring Clauses

a) for actual or alleged bodily injury, sickness, disease, death, false imprisonment, mental anguish,
emotional distress, invasion of privacy of any person, or damage to or destruction of any tangible or
intangible property including loss of use thereof, whether or not such property is physically injured;
b) alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in consequence of,
or in any way involving:
(i) any Wrongful Act, fact, circumstance or situation which has been the subject of any written notice
given under any other policy of which this Policy is a renewal or replacement or which it succeeds in
time; or
(ii) any other Wrongful Act, whenever occurring, which together with a Wrongful Act which has been
the subject of such prior notice, would constitute Interrelated Wrongful Acts;
c) alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in consequence of,
(i) the actual, alleged or threatened discharge, dispersal, release, escape, seepage, migration or
disposal of Pollutants; or
(ii) any direction or request that any Insured test for, monitor, clean up, remove, contain, treat, detoxify
or neutralize Pollutants, or any voluntary decision to do so;
provided, however, this exclusion shall not apply to any Claim brought directly, derivatively or otherwise
by one or more securities holders of the Company in their capacity as such, or, except as to Clean Up
Costs, to any Non-lndemnifiable Loss of a Director and Officer, or Loss of a Director and Officer for
which the Company does not indemnify such Director and Officer because of either the appointment by
any state or federal official, agency or court of any receiver, conservator, liquidator, trustee, rehabilitator
or similar official to take control of, supervise, manage or liquidate the Company, or because of the
Company becoming a debtor-in-possession.
Clean Up Costs means expenses, including but not limited to legal and professional fees, incurred in
testing for, monitoring, cleaning up, removing, containing, treating, neutralizing, detoxifying or assessing
the effects of Pollutants;
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Non-lndemnifiable Loss means Loss for which a Company has not indemnified, and is not permitted or
required to indemnify, a Director and Officer pursuant to law or contract or the charter, bylaws, operating
agreement or similar documents of a Company;
Pollutants means any substance exhibiting any hazardous characteristics as defined by, or identified on,
a list of hazardous substances issued by the United States Environmental Protection Agency or any
federal, state, county, municipal or local counterpart thereof or any foreign equivalent. Such substances
shall include, without limitation, solids, liquids, gaseous, biological, bacterial or thermal irritants,
contaminants or smoke, vapor, soot, fumes, acids, alkalis, chemicals or waste materials (including
materials to be reconditioned, recycled or reclaimed). Pollutants shall also mean any other air emission
or particulate, odor, waste water, oil or oil products, infectious or medical waste, asbestos or asbestos
products, noise, fungus (including mold or mildew and any mycotoxins, spores, scents or byproducts
produced or released by fungi, but does not include any fungi intended by the Insured for consumption)
and electric or magnetic or electromagnetic field;
d) for any actual or alleged violation of the responsibilities, obligations or duties imposed by Employee
Retirement Income Security Act of 1974, as amended, or any rules or regulations promulgated
thereunder, or similar provisions of any federal, state or local statutory or common law;
e) brought or maintained by, on behalf of, in the right of, or at the direction of any Insured in any capacity, or
any Outside Entity, in any respect and whether or not collusive, or which is brought by any securities
holder or member of the Company, whether directly or derivatively, unless the Claim of such securities
holder or member is instigated and continued totally independent of, and totally without the solicitation,
assistance, active participation, or intervention of, any Director and Officer or the Company; provided,
however, that Whistleblower Conduct by a Director and Officer, other than a Director and Officer as
that term is defined in subparagraphs a or c of definition 4, shall not be considered solicitation,
assistance, active participation, or intervention of a Director and Officer;
and provided further that this exclusion shall not apply to any Claim that:
(i) is brought or maintained by any Insured in the form of a cross claim, third party claim or other
proceeding for contribution or indemnity which is part of, and directly results from a Claim that is
covered by this Coverage Section;
(ii) is brought or maintained by an employee of the Company who is not or was not a director or officer
of the Company, including any Claim brought by such employee for any actual or alleged violation of
the provisions of 31 U.S.C. 3729 of the Federal False Claims Act, or any similar provision of any
federal, state, local or foreign statutory law;
(iii) is brought or maintained by any former director or officer of the Company and where such Claim is
solely based upon and arising out of Wrongful Acts committed subsequent to the date such director
or officer ceased to be a director or officer of the Company and where such Claim is first made two
(2) years subsequent to the date such director or officer ceased to be a director or officer of the
Company;
(iv) is brought or maintained by any bankruptcy or insolvency trustee or bankruptcy appointed
representative of the Company, or receiver, examiner, liquidator or similar official for the Company;
or
(v) any Claim brought and maintained by a Director and Officer, as that term is defined in
subparagraphs a or 6 of definition 4, of a Company formed and operating solely in a country other
than the United States of America, Canada, or any other common law country.
For purposes of this exclusion, Whistleblower Conduct means any of the activity set forth in 18 U.S.C.
Sec. 1514A(a), engaged in by a whistleblower with a federal regulatory or law enforcement agency,
Member of Congress or any committee of Congress, or person with supervisory authority over the
whistleblower, or an enforcement action by the whistleblower set forth in 18 U.S.C. Sec. 1514A (b);
f)
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(i) any deliberately fraudulent or criminal act of an Insured; provided, however this exclusion f)(i) shall
not apply unless and until there is a final judgment against such Insured as to such conduct; or
(ii) the gaining of any profit, remuneration or financial advantage to which any Directors and Officers
were not legally entitled; provided, however this exclusion f)(ii) shall not apply unless and until there is
a final judgment against such Directors and Officers as to such conduct.
When f) (i) or (ii) apply, the Insured shall reimburse the Insurer for any Costs, Charges
or Expenses;
g) for the return by any of the Directors and Officers of any remuneration paid to them without the previous
approval of the appropriate governing body of the Company or Outside Entity, which payment without
such previous approval shall be held to be in violation of law;
h) against any of the Directors and Officers of any Subsidiary or against any Subsidiary alleging, based
upon, arising out of, attributable to, directly or indirectly resulting from, in consequence of, or in any way
involving any Wrongful Act actually or allegedly committed or attempted by a Subsidiary or Directors
and Officers thereof before the date such entity became a Subsidiary or after the date such entity
ceased to be a Subsidiary;
i)
or in any way involving any Wrongful Act actually or allegedly committed subsequent to a Takeover;
j)
for a Wrongful Act actually or allegedly committed or attempted by any of the Directors and Officers in
his or her capacity as a director, officer, trustee, manager, member of the board of managers or
equivalent executive of a limited liability company or employee of, or independent contractor for or in any
other capacity or position with any entity other than the Company; provided, however, that this exclusion
shall not apply to Loss resulting from any such Claim to the extent that:
(i) such Claim is based on the service of any of the Directors and Officers as a director, officer,
trustee, governor, executive director or similar position of any Outside Entity where such service is
with the knowledge and consent of the Company; and
(ii) such Outside Entity is not permitted or required by law to provide indemnification to such Directors
and Officers; and
(iii) such Loss is not covered by insurance provided by any of the Outside Entity's insurer(s);
k)
(i) any prior or pending litigation or administrative or regulatory proceeding, demand letter or formal or
informal governmental investigation or inquiry filed or pending on or before the Continuity Date; or
(ii) any fact, circumstance, situation, transaction or event underlying or alleged in such litigation or
administrative or regulatory proceeding, demand letter or formal or informal governmental
investigation or inquiry;
I)
or in any way involving, any Wrongful Act, fact, circumstance or situation which any of the Insureds had
knowledge of prior to the Continuity Date where such Insureds had reason to believe at the time that
such known Wrongful Act could reasonably be expected to give rise to such Claim;
m) alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in consequence of,
(i) improper payroll deductions, unpaid wages or other compensation, misclassification of employee
status, or any violation of any law, rule or regulation, or amendments thereto, that governs the same
topic or subject; or
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(ii) any other employment or employment-related matters brought by or on behalf of or in the right of an
applicant for employment with the Company, or any of the Directors and Officers, including any
voluntary, seasonal, temporary, leased or independently-contracted employee of the Company;
n) alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in consequence of,
(i) any public offering of Securities undertaken or consummated by or on behalf of the Company
("Public Offering"), or the solicitation, sale, purchase, distribution, or issuance of any such Securities,
whether any such activity occurs or allegedly occurs prior to, during, or after such Public Offering; or
(ii) any Wrongful Act, including without limitation any actual or alleged violation of any Securities Law,
relating in any way to a Public Offering or to any Securities issued, sold or distributed pursuant to a
Public Offering, whether any such Wrongful Act occurs or allegedly occurs prior to, during, or after
such Public Offering,
provided that this exclusion shall not apply to Claims arising from an offer, sale or purchase of Securities
in a transaction that is exempt from registration under the Securities Act of 1933, or any amendments
thereto or any rules and regulations promulgated thereunder.
Securities means common or preferred stock or rights, warrants or options in such stock representing an
ownership interest in the Company or a right to acquire or dispose of such interest; or notes, bonds or
debentures representing a debt owed by the Company to the extent such instruments would be deemed
securities under the federal or state laws of the United States;
Securities Law means the Securities Act of 1933, the Securities Exchange Act of 1934, or any rules or
regulations of the Securities Exchange Commission adopted pursuant thereto, or any federal, state,
provincial or foreign statute or common law regulating securities similar to the foregoing; or any
amendments to the foregoing or any rules or regulations adopted pursuant to the foregoing; or any other
federal, state, provincial or foreign law or common law relating to liability in connection with an offering of
Securities of a Company, including without limitation the solicitation, sale, purchase, distribution or
issuance of such Securities;
o) for that portion of Loss which is covered under any other Coverage Section of this Policy.
2.
Exclusions Applicable Only to Insuring Clause A3

Insurer shall not be liable for Loss on account of any Claim:
a) alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in consequence of,
or in any way involving the actual or alleged breach of any contract or agreement; except and to the
extent the Company would have been liable in the absence of such contract or agreement; or
(i) any actual or alleged infringement, misappropriation, or violation of copyright, patent, service marks,
trademarks, trade secrets, title or other proprietary or licensing rights or intellectual property of any
products, technologies or services; or
(ii)
any goods or products manufactured, produced, processed, packaged, sold, marketed, distributed,
advertised or developed by the Company.
Provided, however, the exclusions in 2a) and 2b) above shall not apply to any such Claim brought or maintained,
directly or indirectly, by one or more securities holders of the Company in their capacity as such.
No Wrongful Act of one or more Insureds shall be imputed to any other Insureds for the purpose of
determining the applicability of any of the above exclusions.
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D. LIMIT OF LIABILITY AND RETENTIONS

1. The liability of the Insurer shall apply only to that part of Loss which is excess of the Retention amounts
applicable to this Coverage Section, as shown in Item C of the Declarations. Such Retentions shall be borne
uninsured by the Insureds and at their own risk. If different parts of a single Claim are subject to different
applicable Retentions under this Coverage Section, the applicable Retentions will be applied separately to
each part of such Loss, but the sum of such Retentions shall not exceed the largest applicable Retention.
2. As shown in Item C1 of the Declarations relating to this Coverage Section, the following Limits of Liability of
a) The amount set forth in Item C1a relating to this Coverage Section shall be the aggregate limit of liability
for the payment of Loss under all Insuring Clauses for this Coverage Section, subject to additional
payments for Loss under Insuring Clause A1 as further described in subsection b) immediately below.
b) The amount set forth in Item C1b relating to this Coverage Section shall be an aggregate limit of liability
for the payment of Loss under Insuring Clause A1 in addition to the limit described in subsection a)
immediately above; provided, all payments for Loss under the additional limits described in this
subsection b) shall be excess of the limit described in subsection a) above, and excess of any other
available insurance that is specifically excess to this Policy. Such excess insurance must be completely
and fully exhausted through the payment of loss, including but not limited to defense costs thereunder,
before the Insurer shall have any obligations to make any payments under the additional limits described
in this subsection b).
maximum aggregate limit of liability for the payment of Loss under all Insuring Clauses for this Coverage
Section. The limit of liability set forth in C1 a and C1 b relating to this Coverage Section shall be a part of
and not in addition to the maximum aggregate limit of liability set forth in Item C1 c for this Coverage
Section.
3. All Claims arising out of the same Wrongful Act and all Interrelated Wrongful Acts shall be deemed to
constitute a single Claim and shall be deemed to have been made at the earliest of the following times,
regardless of whether such date is before or during the Policy Period:
a) the time at which the earliest Claim involving the same Wrongful Act or Interrelated Wrongful Act is
first made; or
deemed to have been made pursuant to subsection E2, below.
4. The Retention applicable to Insuring Clause 2 shall apply to Loss resulting from any Claim if indemnification
for the Claim by the Company is required or permitted by applicable law, to the fullest extent so required or
permitted, regardless of whether or not such actual indemnification by the Company is made, except and to
the extent such indemnification is not made by the Company solely by reason of the Company's financial
insolvency.
5.
Payments of Loss by Insurer shall reduce the Limit(s) of Liability under this Coverage Section. Costs,
Charges and Expenses are part of, and not in addition to, the Limits of Liability and payment of Costs,
Charges and Expenses reduce the Limits of Liability. If such Limit(s) of Liability are exhausted by payment
of Loss, the obligations of the Insurer under this Coverage Section are completely fulfilled and extinguished.
E. NOTIFICATION
give Insurer written notice of any Claim as soon as practicable after the Company's general counsel, risk
manager, chief executive officer or chief financial officer (or equivalent positions) first becomes aware of such
Claim, but in no event later than sixty (60) days after the end of the Policy Period, or respecting any Claim
first made against the Insureds during the Extended Period, if purchased, sixty (60) days after the end of the
Extended Period.
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2.
If, during the Policy Period or the Discovery Period, if purchased, any of the Insureds first becomes aware
of facts or circumstances which may reasonably give rise to a future Claim covered under this Policy, and if
the Insureds, during the Policy Period or the Discovery Period, if purchased, give written notice to Insurer
as soon as practicable of:
f) the nature of the potential monetary damages and non-monetary relief;
this Coverage Section to have been made at the time such notice was received by the Insurer. No coverage
is provided for fees, expenses and other costs incurred prior to the time such Wrongful Act results in a
Claim.
3.
F.
Notice to Insurer shall be given to the address shown under Item G of the Declarations for this Policy.
SETILEMENT AND DEFENSE
1. It shall be the duty of the Insurer and not the duty of the Insureds to defend any Claim. Such duty shall exist
shall cease when the Limits of Liability have been exhausted by the payment of Loss including Costs,
Charges and Expenses.
2.
The Insurer may make any investigation it deems necessary, and shall have the right to settle any Claim;
3.
The Insureds agree not to settle or offer to settle any Claim, incur any Costs, Charges and Expenses or
consented. The Insureds shall promptly send to the Insurer all settlement demands or offers received by any
Insured from the claimant(s).
4. The Insureds agree to provide the Insurer with all information, assistance and cooperation which the Insurer
5. If the Insurer recommends a settlement within the Policy Limit of Liability which is agreed to by the claimant
("Settlement Opportunity") and:
a) the Insureds consent to such settlement within thirty (30) days of the date the Insureds are first made
aware of the Settlement Opportunity; and
b) such consent occurs within the first ninety (90) days after the Claim is first reported; and
c) such Claim is reported within the first thirty (30) days after it is made,
then, in the event the Claim settles as a result of such Settlement Opportunity, the Retention
applicable to such Claim shall be waived, and any amounts paid by the Insureds towards the
Retention shall be reimbursed by the Insurer.
G. OTHER INSURANCE
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If any Loss covered under this Coverage Section is covered under any other valid and collectible insurance, then
this Policy shall cover the Loss, subject to its terms and conditions, only to the extent that the amount of the
Loss is in excess of the amount of such other insurance whether such other insurance is stated to be primary,
contributory, excess, contingent or otherwise, unless such other insurance is written only as specific excess
insurance over the Limit of Liability for this Coverage Section.
H. PAYMENT PRIORITY
1.
If the amount of any Loss which is otherwise due and owing by the Insurer exceeds the then-remaining Limit
of Liability applicable to the Loss, the Insurer shall pay the Loss, subject to such Limit of Liability, in the
following priority:
a) first, the Insurer shall pay any Loss covered under Insuring Clause A 1, in excess of any applicable
Retention shown in Item C of the Declarations; and
b) second, only if and to the extent the payment under subsection 1.a above does not exhaust the
applicable Limit of Liability, the Insurer shall pay any Loss in excess of the Retention shown in Item C of
the Declarations covered under any other applicable Insuring Clause.
c)
I.
Subject to the foregoing subsection, the Insurer shall, upon receipt of a written request from the Chief
Executive Officer of the Parent Company, delay any payment of Loss otherwise due and owing to or on
behalf of the Company until such time as the Chief Executive Officer of the Parent Company
designates, provided the liability of the Insurer with respect to any such delayed Loss payment shall not
be increased, and shall not include any interest, on account of such delay.
ALLOCATION
allegations and allegations that are not covered, the Insureds and the Insurer shall allocate such amount
between covered Loss (except for Costs, Charges and Expenses) and loss that is not covered based upon the
relative legal and financial exposures and the relative benefits obtained by the parties. The Insurer shall not be
liable under this Policy for the portion of such amount allocated to non-covered Loss.
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Fiduciary Coverage Section
A. INSURING CLAUSE
Insurer shall pay the Loss of the Insureds which the Insureds have become legally obligated to pay by reason
of a Claim first made against the Insureds during the Policy Period or, if elected, the Extended Period, and
reported to the Insurer pursuant to subsection E1 herein, for any Wrongful Act taking place prior to the end of
the Policy Period.
B. DEFINITIONS
1. Administration means:
a) counseling employees, beneficiaries or Plan participants with respect to any Plan;
b) providing interpretations with respect to any Plan;
c)
handling records in connection with any Plan; or
d) enrolling, terminating, or canceling employees under any Plan.

2.
Claim means:
a) a written demand for damages or other relief against an Insured;

b) a civil, administrative, regulatory or arbitration proceeding against any Insured seeking damages or other
relief, commenced by the service of a complaint or similar pleading, including any appeal therefrom; or
c)
a civil proceeding or formal investigation brought by the U.S. Department of Labor, the U.S. Pension
Benefit Guaranty Corporation or any similar federal, state or local governmental body, including any
appeal therefrom.
3. Continuity Date means the date set forth in Item C of the Declarations relating to this Coverage Section.
4.
Costs, Charges and Expenses means reasonable and necessary legal costs, charges. fees and expenses
incurred by any of the Insureds in defending Claims and the premium for appeal, attachment or similar
bonds arising out of covered judgments, but with no obligation to furnish such bonds and only for the amount
of such judgment that is up to the applicable Limit of Liability. Costs, Charges and Expenses do not include
salaries, wages, overhead or benefit expenses associated with officers or employees of any of the Insureds.
5.
Employee Benefit Plan means any plan so defined by the Employee Retirement Income Security Act of
1974, as amended, or any similar state or local common or statutory law, or any rules and regulations
promulgated thereunder.
6. Insured Persons means:

a) any natural persons who were, now are, or shall become a trustee, director, officer or employee of the
Sponsor Company or Plan,
b) any natural persons who were, now are, or shall become a fiduciary of any Plan; and
c)
any natural persons for whose Wrongful Acts any of the Insureds are legally responsible.
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7.
Insured Plan means any government-mandated insurance for workers' compensation, unemployment, social
security or disability benefits for employees of the Sponsor Company.
8. Insureds means:
a) the Sponsor Company,
b) any Plan,
c) any Insured Persons; and
d) any other natural person or entity who was, now are, or shall be acting as a plan administrator of any of
the Plans at the written request and consent of the Sponsor Company.
9. Interrelated Wrongful Acts means all Wrongful Acts which have as a common nexus any fact,
circumstance, situation, event, cause, transaction or series of facts, circumstances, situations, causes, events
or transactions.
10. Loss means monetary damages, judgments, settlements, pre-judgment or post-judgment interest awarded by
a court, and Costs, Charges and Expenses incurred by any of the Insureds. Loss does not include:
b) matters uninsurable under the laws pursuant to which this Policy is construed; or
c)
punitive or exemplary damages, or the multiple portion of any multiplied damage award, except to the
extent that such punitive or exemplary damages or the multiple portion of any multiplied damage award
are insurable under the internal laws of any jurisdiction which most favors coverage for such damages
and which has a substantial relationship to the Insureds, Insurer, this Policy or the Claim giving rise to
such damages;
11. Pension Benefit Plan means any plan so defined in the Employee Retirement Income Security Act of 1974,
as amended.
12. Plan means:

a) any Sponsored Plan, and
b) any Insured Plan,
established before or after the inception of this Policy.
13. Plan Termination means the termination, suspension, merger or dissolution of any Plan.
14. Sponsor Company means the Company.
15. Sponsored Plan means:
a) any Employee Benefit Plan, Pension Benefit Plan, or Welfare Benefit Plan which is operated by the
Sponsor Company for the benefit of the employees of the Sponsor Company;
b) any other plan, fund or program specifically included as a Sponsored Plan by endorsement to this
Policy; and
c) any other employee benefit plan or program not subject to Title 1 of the Employee Retirement Income
Security Act of 1974, as amended, or any similar state or local common or statutory law, and any rules
and regulations promulgated thereunder, sponsored by the Sponsor Company 'tor the benefit of the
employees of the Sponsor Company, including any employee stock ownership plan;
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provided, however, that the Sponsored Plan shall not include any multi-employer plan, as defined in the
Employee Retirement Income Security Act of 1974, as amended, or any similar state or local common or
statutory law, and any rules and regulations promulgated thereunder.
16. Welfare Benefit Plan means any employee welfare benefit plan so defined in the Employee Retirement
Income Security Act of 1974, as amended, or any similar state or local common or statutory law, and any
rules and regulations promulgated thereunder.
17. Wrongful Act means:
a) with respect to a Sponsored Plan:
(i) any actual or alleged breach of the responsibilities, obligations or duties imposed upon fiduciaries of
the Sponsored Plan by the Employee Retirement Income Security Act of 1974, as amended, or by
the Health Insurance Portability and Accountability Act of 1996, or any similar state or local common
or statutory law, and any rules and regulations promulgated under either of these Acts;
(ii) any other matter claimed against the Sponsor Company or any of the Insured Persons solely
because of the service of the Sponsor Company or any of the Insured Persons as a fiduciary of
any Sponsored Plan, including any actual or alleged violation of the Health Insurance Portability and
Accountability Act of 1996 or any similar state or local common or statutory law, and any rules and
regulations promulgated thereunder; or
(iii) any actual or alleged act, error or omission in the Administration of any Sponsored Plan, including
any actual or alleged violation of the Health Insurance Portability and Accountability Act of 1996 or
any similar state or local common or statutory law, and any rules and regulations promulgated
thereunder; and
b) with respect to an Insured Plan, any actual or alleged act, error or omission in the Administration of
such Insured Plan.
C. EXCLUSIONS
1.
a) for actual or alleged bodily injury, sickness, disease, death, false imprisonment, assault, battery, mental
anguish, emotional distress, invasion of privacy of any person, or damage to or destruction of any
tangible or intangible property including loss of use thereof, whether or not such property is physically
injured.
given under any other policy of which this Policy is a renewal or replacement or which it succeeds in
time; or
c) alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in consequence of,
(i) the actual, alleged or threatened discharge, dispersal, release, escape, seepage, migration or
disposal of Pollutants; or
(ii) any direction or request that any Insured test for, monitor, clean up, remove, contain, treat, detoxify
or neutralize Pollutants, or any voluntary decision to do so;
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including without limitation any Claim by or on behalf of the Company, its securities holders or creditors
based upon, arising out of, or attributable to the matters described in this exclusion.
For purposes of this exclusion, Pollutants means any substance exhibiting any hazardous characteristics
as defined by, or identified on, a Jist of hazardous substances issued by the United States Environmental
Protection Agency or any federal, state, county, municipal or local counterpart thereof or any foreign
equivalent. Such substances shall include, without limitation, solids, liquids, gaseous, biological, bacterial
or thermal irritants, contaminants or smoke, vapor, soot, fumes, acids, alkalis, chemicals or waste
materials (including materials to be reconditioned, recycled or reclaimed). Pollutants shall also mean
any other air emission or particulate, odor, waste water, oil or oil products, infectious or medical waste,
asbestos or asbestos products, noise, fungus (including mold or mildew and any mycotoxins, spores,
scents or byproducts produced or released by fungi, but does not include any fungi intended by the
Insured for consumption) and electric or magnetic or electromagnetic field;
d) alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in consequence of,
or in any way involving, the failure to comply with any statutory or common law governing workers'
compensation, unemployment, social security or disability benefits or any similar law; provided, however,
this exclusion shall not apply to any actual or alleged obligation of any Insured pursuant to the:
(i) Consolidated Ornnibus Budget Reconciliation Act of 1985, as amended; or
(ii) Health Insurance Portability and Accountability Act of 1996, as amended;
e) alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in consequence of,
(i) any dishonest, deliberately fraudulent or criminal act of an Insured; provided, however this exclusion
e)(i) shall not apply unless and until there is a final judgment against such Insured as to such
conduct; or
(ii) the gaining of any profit, remuneration or financial advantage to which any Insured Person was not
legally entitled; provided, however this exclusion e)(ii) shall not apply unless and until there is a final
judgment against such Insured Person as to such conduct;
When e)(i) or (ii) apply, the Insured shall reimburse the Insurer for any Costs, Charges or Expenses;
f)
against any Subsidiary or any of the Insured Persons of a Subsidiary alleging, based upon, arising out
of, attributable to, directly or indirectly resulting from, in consequence of, or in any way involving any
Wrongful Act actually or allegedly committed or attempted by a Subsidiary or any of the Insured
Persons of a Subsidiary:
(i) before the date such entity became a Subsidiary or after the date such entity ceased to be a
Subsidiary; or
(ii) occurring while such entity was a Subsidiary which, together with a Wrongful Act occurring before
the date such entity became a Subsidiary, would constitute Interrelated Wrongful Acts;
g) alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in consequence of,
or in any way involving, any Wrongful Act actually or allegedly committed subsequent to a Takeover;
h) alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in consequence of,
(i) any prior or pending litigation, arbitration, or administrative or regulatory proceeding, demand letter or
formal or informal governmental investigation or inquiry filed or pending on or before of the
Continuity Date; or
(ii) any fact, circumstance, situation, transaction, cause or event underlying or alleged in such litigation,
arbitration, administrative or regulatory proceeding, demand letter or formal or informal governmental
investigation or inquiry;
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2.
i)
or in any way involving, any Wrongful Act actually or allegedly committed subsequent to a Plan
Termination; provided, however, that this exclusion shall only apply to those Plans which were the
subjects of the Plan Termination;
j)
or in any way involving any employment or employment-related matters; provided, however, this
exclusion shall not apply to any Claim where such employment or employment-related matters involve
actual or alleged violations of the Employee Retirement Income Security Act of 1974, as amended, or any
similar state or local common or statutory law, and any rules and regulations promulgated thereunder;
k)
or in any way involving any Wrongful Act, fact, circumstance or situation which any of the Insureds had
knowledge of prior to the Continuity Date where such Insureds had reason to believe at the time that
such known Wrongful Act could reasonably be expected to give rise to such Claim; or
I)
for that portion of Loss which is covered under any other Coverage Section of this Policy.
Insurer shall not be liable to make any payment under this Coverage Section, other than Costs, Charges
and Expenses, on account of any Claim:
a) alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in consequence of,
or in any way involving the actual or alleged breach of any contract or agreement; except to the extent
that liability would have attached to the Sponsor Company in the absence of such contract or
agreement, or where the liability was assumed in accordance with or under the trust agreement or
equivalent document pursuant to which any of the Plans was established;
or in any way involving, any actual or attempted reversion or payment of assets of any of the Plans to the
Sponsor Company, or to any successor or assign of the Sponsor Company;
c) for or which seeks or constitutes fines or penalties or the multiple portion of any multiplied damage award,
other than the five percent (5%) or less, or the twenty percent (20%) or less, civil penalties imposed upon
any of the Insureds as a fiduciary under Section 502(i) or (I), respectively, of the Employee Retirement
Income Security Act of 1974, as amended;
d) alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in consequence of,
or in any way involving, the failure to collect from the Sponsor Company contributions owed to any of the
Plans, or the failure to fund a Plan in accordance with the Employee Retirement Income Security Act of
1974, as amended, or any similar state or local common or statutory law, and any rules and regulations
promulgated thereunder, unless the failure is solely due to the negligence of any of the Insureds; or
e) which constitutes benefits due to or to become due under the terms of any Plan if such Plan complied
with all applicable law, unless and to the extent that:
(i) the Insured is a natural person and the benefits are payable by such Insured as a personal
obligation; and
(ii) recovery for the benefits is based upon a covered Wrongful Act.
No Wrongful Act of one or more Insureds shall be imputed to any other Insureds for the purpose of determining
the applicability of any of the above exclusions.
D. LIMIT OF LIABILITY AND RETENTION

1. The liability of the Insurer shall apply only to that part of Loss which is excess of the Retention amount
applicable to this Coverage Section, as shown in Item C of the Declarations. Such Retention shall be borne
uninsured by the Insureds and at their own risk.
2. The amount shown in Item C of the Declarations relating to this Coverage Section shall be the maximum
aggregate Limit of Liability of Insurer under this Coverage Section.
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3. All Claims arising out of the same Wrongful Act and all Interrelated Wrongful Acts shall be deemed to be
a single Claim and shall be deemed to have been made at the earliest of the following times, regardless of
whether such date is before or during the Policy Period:
a) the time at which the earliest Claim involving the same Wrongful Act or Interrelated Wrongful Act is
first made; or
deemed to have been made pursuant to subsection E2, below.
4.
Payments of Loss, other than Costs, Charges and Expenses, by Insurer shall reduce the Limit(s) of
Liability under this Coverage Section. Costs, Charges and Expenses are not part of, and are in addition to,
the Limit(s) of Liability and payment of Costs, Charges and Expenses shall not reduce the Limit(s) of
Liabilily. If such Limit(s) of Liability are exhausted, the obligations of the Insurer under this Coverage Section
are completely fulfilled and extinguished.
E. NOTIFICATION
give Insurer written notice of any Claim as soon as practicable, but in no event later than sixty (60) days after
the end of the Policy Period. If any Claim is first made against the Insureds during the Extended Period, if
purchased, written notice to Insurer must be given as soon as practicable, but in no event later than sixty (60)
days after the end of the Extended Period.
2.
If, during the Policy Period or the Discovery Period, if purchased, any of the Insureds first becomes aware
of a specific Wrongful Act which may reasonably give rise to a future Claim covered under this Policy, and if
the Insureds, during the Policy Period or the Discovery Period, if purchased, give written notice to Insurer
as soon as practicable of:
f)
the nature of the potential monetary damages and non-monetary relief;
this Coverage Seclion to have been made at the time such notice was received by the Insurer. No coverage
is provided for fees, expenses and other costs incurred prior to the time such Wrongful Act results in a
Claim.
3.
Notice to Insurer shall be given to the address shown under Item G of the Declarations for this Policy.
F. SETTLEMENT AND DEFENSE
1. It shall be the duty of the Insurer and not the duty of the Insureds to defend any Claim. Such duty shall exist
shall cease when the Limits of Liability have been exhausted.
2. The Insurer may make any investigation it deems necessary. and shall have the right to settle any Claim;
3. The Insureds agree not to settle or offer to settle any Claim, incur any Costs, Charges and Expenses or
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Copyright 2008
fill
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consented. The Insureds shall promptly send to the Insurer all settlement demands or offers received by any
Insured from the claimant(s).
4.
The Insureds agree to provide the Insurer with all information, assistance and cooperation which the Insurer
G. OTHER INSURANCE
If any Loss covered under this Coverage Section is covered under any other valid and collectible insurance, then
this Policy shall cover the Loss, subject to its terms and conditions, only to the extent that the amount of the
Loss is in excess of the amount of such other insurance whether such other insurance is stated to be primary,
contributory, excess, contingent or otherwise, unless such other insurance is written only as specific excess
insurance over the Limit of Liability for this Coverage Section.
H. WAIVER OF RECOURSE
Insurer shall have no right of recourse, including but not limited to rights of contribution and subrogation, against
any Insureds with respect to any Claim if this Coverage Section has been purchased by that Insured, with the
exception of any of the Plans.
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~ Westchester Fire Insurance Company
l!i

Management Indemnity
Package
Crime Coverage Section
In consideration of the payment of premium, in reliance on the Application and subject to the
Declarations, and terms and conditions of this Policy, the Insurer and the Company agree as follows.
A. INSURING CLAUSES
Coverage is provided under the following Insuring Agreements for which a Limit of Liability is shown
in the Declarations and applies to loss that the Company sustains resulting directly from an
Occurrence taking place during the Policy Period shown in the Declarations, except as provided in
Section D, Conditions, subsections 1.k. or 1.1., which is Discovered by the Company during the
Policy Period shown in the Declarations or during the period of time provided in Section D,
Conditions, subsection 1.h., Extended Period To Discover Loss:
1. Employee Theft
a) Employee Theft
The Insurer will pay for loss of or damage to Money, Securities and Other Property
resulting directly from Theft committed by an Employee, whether identified or not, acting
alone or in collusion with others.
b)
Employee Benefit Plan
In the event Employee Benefit Plan Coverage is affirmatively designated in Item C of

the Declarations relating to this Coverage Section, then the Insurer will pay for loss to
the Employee Benefit Plan of Money, Securities and Other Property resulting directly
from Theft by an Employee, whether identified or not, acting alone or in collusion with
others.
c)
Client Property
The Insurer will pay for loss of or damage to Money, Securities and Other Property
sustained by a Client resulting directly from Theft committed by an identified Employee,
acting alone or in collusion with others.
However, this insurance is for the Company's benefit only. It provides no rights or
benefits to any other person or organization, including the Company's Client. Any claim
for loss that is covered under this Insuring Agreement must be presented by the
Company.
For the purposes of this Insuring Agreement, Theft shall also include forgery.
2.
Forgery Or Alteration
a) The Insurer will pay for loss resulting directly from Forgery or alteration of checks,
drafts, promissory notes, or similar written promises, orders or directions, including
written instruments required in conjunction with any credit, debit or charge card issued to
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Includes copyrighted material of Insurance Services Office, Inc. with its permission.
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the Company, or any Employee on behalf of the Company, to pay a sum certain in
Money that are:
(i)
(ii)
Made or drawn by or drawn upon the Company; or

Made or drawn by one acting as the Company's agent;
or that are purported to have been so made or drawn.

Provided, that the Insurer shall not pay for loss arising from any credit, debit or charge
card if the Company or the Employee has not fully complied with the provisions,
conditions or other terms under which the card was issued.
For the purposes of this Insuring Clause, a substitute check as defined in the Check
Clearing for the 21st Century Act shall be treated the same as the original it replaced.
b) If the Company is sued for refusing to pay any instrument covered in Insuring Agreement
2.a., on the basis that it has been forged or altered, and the Company has the Insurer's
written consent to defend against the suit, the Insurer will pay for any reasonable legal
expenses that the Company incurs and pays in that defense. The amount that the
Insurer will pay is in addition to the Limit of Liability applicable to such Insuring
Agreement.
3.
Inside The Premises -Theft Of Money And Securities

a) The Insurer will pay for loss of Money and Securities inside the Premises or Banking
Premises:
(i) Resulting directly from Theft committed by a person present inside such Premises
or Banking Premises; or
(ii) Resulting directly from disappearance or destruction.
b) The Insurer will pay for loss from damage to the Premises or its exterior resulting
directly from an actual or attempted Theft of Money and Securities, if the Company is
the owner of the Premises or is liable for damage to it.
c) The Insurer will pay for loss of or damage to a locked safe, vault, cash register, cash box
or cash drawer located inside the Premises resulting directly from an actual or attempted
Theft of or unlawful entry into those containers.
4.
Inside The Premises- Robbery Or Safe Burglary Of Other Property

a) The Insurer will pay for loss of or damage to Other Property:
(i) Inside the Premises resulting directly from an actual or attempted Robbery of a
Custodian; or
(ii) Inside the Premises in a safe or vault resulting directly from an actual or attempted
Safe Burglary.
b) The Insurer will pay for loss from damage to the Premises or its exterior resulting
directly from an actual or attempted Robbery or Safe Burglary of Other Property, if the
Company is the owner of the Premises or is liable for damage to it.
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c) The Insurer will pay for loss of or damage to a locked safe or vault located inside the
Premises resulting directly from an actual or attempted Robbery or Safe Burglary.
5.
Outside The Premises

a) The Insurer will pay for loss of Money and Securities outside the Premises in the care
and custody of a Messenger or an armored motor vehicle company resulting directly
from Theft, disappearance or destruction.
b) The Insurer will pay for loss of or damage to Other Property outside the Premises in
the care and custody of a Messenger or an armored motor vehicle company resulting
directly from an actual or attempted Robbery.
6.
Computer Fraud
The Insurer will pay for loss of or damage to Money, Securities and Other Property resulting
directly from the use of any computer to fraudulently cause a transfer of that property from inside
the Premises or Banking Premises:
a) To a person (other than a Messenger) outside those Premises; or
b) To a place outside those Premises.
7. Funds Transfer Fraud

The Insurer will pay for loss of Funds resulting directly from a Fraudulent Instruction directing
a Financial Institution to transfer, pay or deliver Funds from the Company's Transfer
Account.
8.
Money Orders And Counterfeit Money

The Insurer will pay for loss resulting directly from the Company having accepted in good faith,
in exchange for merchandise, Money or services:
a) Money orders issued by any post office, express company or bank that are not paid upon
presentation; or
b) Counterfeit Money that is acquired during the regular course of business.
B. DEFINITIONS
1. Banking Premises means the interior of that portion of any building occupied by a Financial
Institution, or similarly recognized place of safe deposit, including any night depository chute
or safe maintained by any Financial Institution.
2.
Client means any entity for whom the Company performs services under a written contract.
3.
Counterfeit Money means an imitation of Money that is intended to deceive and to be taken
as genuine.
4.
Custodian means the Company, or any of the Company's partners, directors, officers,
trustees, or Members, or any Employee while having care and custody of prop.erty inside the
Premises, excluding any person while acting as a Watchperson or janitor.
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5.
Discover or Discovered means:
a) the time when the Company first becomes aware of facts which would cause a
reasonable person to assume that a loss of a type covered by this Policy has been or will
be incurred, regardless of when the act or acts causing or contributing to such loss
occurred, even though the exact amount or details of loss may not then be known; and
b) where applicable, the time when the Company first receives notice of an actual or
potential claim in which it is alleged that the Company is liable to a third party under
circumstances which, if true, would constitute a loss under this Policy.
6.
Employee means:
a) Any natural person:

(i) while in the Company's service and for the first 60 days immediately after
termination of service, unless such termination is due to Theft or any other dishonest
act committed by the Employee;
(ii) who the Company compensates directly by salary, wages or commissions; and
(iii) who the Company has the right to direct and control while performing services for
the Company;
b) Any natural person who is furnished temporarily to the Company:
(i) to substitute for a permanent Employee as defined in subparagraph a., who is on
leave; or
(ii) to meet seasonal or short-term workload conditions;
while that person is subject to the Company's direction and control and performing
services for the Company, excluding, however, any such person while having care and
custody of property outside the Premises;
c)
Any natural person who is leased to the Company under a written agreement between
the Company and a labor leasing firm, to perform duties related to the conduct of the
Company's business, but does not mean a temporary Employee as defined in
subparagraph b.;
d) Any natural person who is:

(i) a trustee, officer, employee, administrator or manager, except an administrator or
manager who is an independent contractor, of any Employee Benefit Plan; and
(ii) a director, partner, Member, Manager, or trustee of the Company while that person
is engaged in handling Funds or Other Property of any Employee Benefit Plan;
e) Any natural person who is a former Employee, partner, Member, Manager, director or
trustee retained as a consultant while performing services for the Company;
f)
PF-28437 (10/09)
Any natural person who is a guest student or intern pursuing studies or duties, and any
volunteer performing services for the Company without compensation, excluding,
however, any such person while having care and custody of property outside the
Premises;
2009
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g) Any Employee of an entity merged or consolidated with the Company prior to the
effective date of this Policy; or
h) Any of the Company's Managers, directors, partners, Members, or trustees while:
(i) Performing acts within the scope of the Insurer usual duties of an Employee; or
(ii) Acting as a Member of any committee duly elected or appointed by resolution of
the Company's board of directors or board of trustees to perform specific, as
distinguished from general, directorial acts on the Company's behalf.
Employee does not mean any agent, broker, factor, commission merchant, consignee,
independent contractor or representative of the same general character not specified in
paragraph 6.
7.
Employee Benefit Plan means any welfare or pension benefit plan shown in the
Declarations that the Company sponsors and which is subject to the Employee Retirement
Income Security Act of 1974 (ERISA) and any amendments thereto.
8.
Financial Institution means:
a) a banking, savings or thrift institution; or

b) a stock broker, mutual fund, liquid assets fund or similar institution at which the
Company maintains a Transfer Account.
9.
Forgery means the signing of the name of another person or organization with intent to
deceive; it does not mean a signature which consists in whole or in part of one's own name
signed with or without authority, in any capacity, for any purpose.
10. Fraudulent Instruction means:

a) An electronic, telegraphic, cable, teletype, telefacsimile or telephone instruction which
purports to have been transmitted by the Company, but which was in fact fraudulently
transmitted by someone else without the Company's knowledge or consent;
b) A written instruction (other than those described in Insuring Agreement A.2.) issued by
the Company, which was forged or altered by someone other than the Company without
the Company's knowledge or consent, or which purports to have been issued by the
Company, but was in fact fraudulently issued without the Company's knowledge or
consent; or
c) An electronic, telegraphic, cable, teletype, telefacsimile, telephone or written instruction
initially received by the Company which purports to have been transmitted by an
Employee but which was in fact fraudulently transmitted by someone else without the
Company's or the Employee's knowledge or consent.
11. Funds means Money and Securities.
12. Manager means a person serving in a directorial capacity for a limited liability company.
13. Member means an owner of a limited liability company represented by its membership
interest, who also may serve as a Manager.
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14. Messenger means the Company, or a director, officer, trustee, partner, Member or
Manager of the Company, or any relative of such individuals , or any Employee while
having care and custody of property outside the Premises.
15. Money means:
a) Currency, bullion, coins and bank notes in current use and having a face value; and
b) Travelers checks, register checks and money orders held for sale to the public.
16. Occurrence means:
a) Under Insuring Agreement A.1.:
(i) An individual act;
(ii) The combined total of all separate acts whether or not related; or
(iii) A series of acts whether or not related;
committed by an Employee acting alone or in collusion with other persons, during the
Policy Period shown in the Declarations, except as provided under section D.,
Conditions, subsections 1.k. or 1.1.
b) Under Insuring Agreement A.2.:
(i) An individual act;
(ii) The combined total of all separate acts whether or not related; or
(iii) A series of acts whether or not related;
committed by a person acting alone or in collusion with other persons, involving one or
more instruments, during the Policy Period shown in the Declarations, except as
provided under section D. Conditions, subsections 1.k. or 1.1.
c)
Under All Other Insuring Agreements:

(i) An individual act or event;
(ii) The combined total of all separate acts or events whether or not related; or
(iii) A series of acts or events whether or not related;
committed by a person acting alone or in collusion with other persons, or not committed
by any person, during the Policy Period shown in the Declarations, except as provided
under section D. Conditions, subsections 1.k. or 1.1.
17. Other Property means any tangible property other than Money and Securities that has
intrinsic value. Other Property does not include computer programs, electronic data or any
property specifically excluded under this Policy.
18. Premises means the interior of that portion of any building the Company. occupies in
conducting the Company's business.
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19. Robbery means the unlawful taking of property from the care and custody of a person by one
who has:
a) Caused or threatened to cause that person bodily harm; or
b) Committed an obviously unlawful act witnessed by that person.
20. Safe Burglary means the unlawful taking of:
a) Property from within a locked safe or vault by a person unlawfully entering the safe or
vault as evidenced by marks of forcible entry upon its exterior; or
b) A safe or vault from inside the Premises.
21. Securities means negotiable and nonnegotiable instruments or contracts representing either
Money or property and includes:
a) Stock certificates, tokens, tickets, revenue and other stamps (whether represented by
actual stamps or unused value in a meter) in current use; and
b) Evidences of debt issued in connection with credit or charge cards, which cards are not
issued by the Company;
but does not include Money.
22. Single Loss means all loss caused by, resulting from or involving an act or event, or a series
of related acts or events, whether or not involving one or more specific persons.
23. Theft means the unlawful taking of property to the deprivation of the Company. For the
purpose of Insuring Agreement A.1.b. only, Theft means the. unlawful taking by any
Employee of Money, Securities or Other Property that was intended to be paid as benefits
by an Employee Benefit Plan. For purposes of Insuring Agreement A.1.c. only, Theft
means the unlawful taking of Money, Securities or Other Property to the deprivation of the
Company's Client.
24. Transfer Account means an account maintained by the Company at a Financial
Institution from which the Company can initiate the transfer, payment or delivery of Funds:
a) By means of electronic, telegraphic, cable, teletype, telefacsimile or telephone
instructions communicated directly through an electronic funds transfer system; or
b) By means of written instructions (other than those described in Insuring Agreement A.2.
establishing the conditions under which such transfers are to be initiated by such
Financial Institution through an electronic funds transfer system.
25. Watchperson means any person the Company retains specifically to have care and custody
of property inside the Premises and who has no other duties.
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C. EXCLUSIONS
1. This Coverage Section does not cover:
a) Loss resulting from Theft or any other dishonest act committed by:
(i) The Company; or
(ii) Any of the Company's partners or Members;

whether acting alone or in collusion with other persons.
b) Loss caused by an Employee if the Employee had also committed Theft or any other
dishonest act prior to the effective date of this Policy and the Company or any of its
partners, Members, Managers, officers, directors or trustees, not in collusion with the
Employee, learned of that Theft or dishonest act prior to the Policy Period shown in the
Declarations.
c)
Loss resulting from Theft or any other dishonest act committed by any of the Company's
Employees, Managers, directors, trustees or authorized representatives:
(i) Whether acting alone or in collusion with other persons; or
(ii) While performing services for the Company or otherwise;
except when covered under Insuring Agreement A.1.
d)
Loss resulting from:

(i) The unauthorized disclosure of the Company's confidential information including,
but not limited to, patents, trade secrets, processing methods or customer lists; or
(ii) The unauthorized use or disclosure of confidential information of another person or
entity which is held by the Company including, but not limited to, financial
information, personal information, credit card information or similar non-public
information.
e) Loss resulting from seizure or destruction of property by order of governmental authority.
f)
Loss that is an indirect result of an Occurrence covered by this Coverage Section

including, but not limited to, loss resulting from:
(i) The Company's inability to realize income that the Company would have realized
had there been no loss of or damage to Money, Securities or Other Property.
(ii) Payment of damages of any type for which the Company is legally liable. But, The
Insurer will pay compensatory damages arising directly from a loss covered under
this Coverage Section.
(iii) Payment of costs, fees or other expenses the Company incurs in establishing
either the existence or the amount of loss under this Coverage Section.
g)
PF-28437 (1 0/09)
Fees, costs and expenses incurred by the Company which are related to any legal
action, except when covered under Insuring Agreement A.2.
2009 ~
Page 8 of 20
h) Loss or damage resulting from nuclear reaction or radiation, or radioactive contamination,

however caused.
i)
Loss or damage resulting from:

(i) War, including undeclared or civil war;
(ii) Warlike action by a military force, by any government, sovereign or other authority
using military personnel or other agents; or

(iii) Insurrection, rebellion, or revolution, or action taken by governmental authority in
hindering or defending against any of these.

2.
Insuring Agreement A.1. does not cover:

a) Loss caused by any Employee of the Company, or predecessor in interest of the
Company, for whom similar prior insurance has been cancelled and not reinstated since
the last such cancellation;
b) Loss, or that part of any loss, the proof of which as to its existence or amount is
dependent upon:
(i) An inventory computation; or
(ii) A profit and loss computation.
However, where the Company establish wholly apart from such computations that the
Company has sustained a loss, then the Company may offer the Company's inventory
records and actual physical count of inventory in support of the amount of loss claimed.
c)
Loss resulting from trading, whether in the Company's name or in a genuine or fictitious
account.
d) Loss resulting from the fraudulent or dishonest signing, issuing, cancelling or failing to
cancel, a warehouse receipt or any papers connected with it.
3.
Insuring Agreements A.3., A.4. and A.5. do not cover:

a) Loss resulting from accounting or arithmetical errors or omissions.
b) Loss resulting from the giving or surrendering of property in any exchange or purchase.
c) Loss or damage resulting from fire, however caused, except:
(i) Loss of or damage to Money and Securities; and
(ii) Loss from damage to a safe or vault.
d) Loss of property contained in any Money operated device unless the amount of Money
deposited in it is recorded by a continuous recording instrument in the device.
e) Loss of or damage to motor vehicles, trailers or semi-trailers or equipment and
accessories attached to them.
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f)
Loss of or damage to property after it has been transferred or surrendered to a person or

place outside the Premises or Banking Premises:
(i) On the basis of unauthorized instructions;
(ii) As a result of a threat to do bodily harm to any person;
(iii) As a result of a threat to do damage to any property;
(iv) As a result of a threat to introduce a denial of service attack into the Company's
computer system;
(v) As a result of a threat to introduce a virus or other malicious instruction into the
Company's computer system which is designed to damage, destroy or corrupt
data or computer programs stored within your computer system;
(vi) As a result of a threat to contaminate, pollute or render substandard the
Company's products or goods; or
(vii) As a result of a threat to disseminate, divulge or utilize:
1. The Company's conftdential information; or
2. Weaknesses in the source code within the Company's computer
system.
But, this exclusion does not apply under Insuring Agreement A.5. to loss of Money,
Securities or Other Property while outside the Premises in the care and custody of a
Messenger if the Company:
(i) Had no knowledge of any threat at the time the conveyance began; or
(ii) Had knowledge of a threat at the time the conveyance began, but the loss was not
related to the threat.
g) Loss from damage to the Premises or its exterior, or to any safe, vault, cash register,
cash box, cash drawer or Other Property by vandalism or malicious mischief.
h) Loss resulting from the Company's, or anyone acting on the Company's express or
implied authority, being induced by any dishonest act to voluntarily part with title to or
possession of any property.
4.

a) Loss resulting from the use or purported use of credit, debit, charge, access,
convenience, identification, stored-value or other cards or the information contained on
such cards.
b) Loss resulting from a Fraudulent Instruction directing a financial institution to transfer,
pay or deliver Funds from the Company's transfer account.
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c)
Loss, or that part of any loss, the proof of which as to its existence or amount is
dependent upon:
(i) An inventory computation; or
(ii) A profit and loss computation.
5.

Loss resulting from the use of any computer to fraudulently cause a transfer of Money,
Securities or Other Property.
D. CONDITIONS
1. Conditions Applicable To All Insuring Agreements

a) Deductible
The Insurer will not pay for loss resulting from an Occurrence unless the amount of
such loss exceeds the applicable deductible amount shown in the Declarations. The
Insurer will then pay the amount in excess of such deductible, subject to the applicable
Limit of Liability of this Crime Coverage Section.
b) Cancellation of this Coverage Section as to any Employee
This Coverage Section is cancelled as to any Employee:
(i) as soon as any of the Company's Managers, Members, directors, officers, or
trustees not in collusion with the Employee, Discovers Theft or any other
dishonest act of $25,000 or more committed by the Employee whether before or
after becoming employed by the Company.
(ii) on the date specified in a notice mailed to the Parent Company. That date will be
at least thirty (30) days alter the date of mailing.
The Insurer will mail or deliver the Parent Company's notice to the Parent Company's
last mailing address known to the Insurer. If notice is mailed, proof of mailing will be
sufficient proof of notice.
c)
Concealment, Misrepresentation Or Fraud

This Policy is void in any case of fraud by the Company as it relates to this Policy at
any time. It is also void if the Parent Company or any other Company, at any time,
intentionally conceals or misrepresents a material fact concerning:
(i) This Coverage Section;
(ii) The property covered under this Coverage Section;
(iii) The Company's interest in the property covered under this Coverage Section; or
(iv) A claim under this Coverage Section.
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d) Consolidation - Merger Or Acquisition

If the Company consolidates or merges with, or purchases or acquires the assets or
liabilities of, another entity, then subject to the terms and conditions of this Policy
including the following paragraphs of this subsection {d), such consolidated or merged
entity or purchased or acquired assets or liabilities shall be covered under this Coverage
Section, but only with respect to Occurrences after the effective date of such
consolidation, merger or purchase or acquisition of assets or liabilities.
If the total assets of such consolidated or merged entity, or purchased or acquired assets
(or liabilities, if liabilities were purchased or acquired), exceed 10% of the total assets (or
liabilities, if liabilities were purchased or acquired) of the Parent Company and the
Subsidiaries as reflected in the then most recent consolidated financial statements of
the Parent Company, coverage shall be provided with respect to such consolidated or
merged entity, or purchased or acquired assets or liabilities for a period of 90 days after
the effective date of such consolidation, merger or purchase or acquisition of assets or
liabilities, or at the end of the Policy Period, whichever is earlier, so long as the Parent
Company gives written notice of such consolidation, merger or purchase or acquisition of
assets or liabilities prior to the end of the Policy Period. Coverage otherwise afforded
under this paragraph for such consolidation, merger or purchase or acquisition of assets
or liabilities shall terminate 90 days after the effective date of such consolidation, merger
or purchase or acquisition of assets or liabilities, or at the end of the Policy Period,
whichever is earlier, unless the Parent Company agrees to and pays any additional
premium required by the Insurer, and agrees to any additional terms and conditions of
this Policy as required by the Insurer.
e) Duties In The Event Of Loss
After any of the Company's Managers, Members, directors, officers, trustees or risk
managers Discovers a loss or a situation that may result in loss of or damage to Money,
Securities or Other Property the Company must:
(i)
Notify the Insurer as soon as possible. If the Company has reason to believe that
any loss (except for loss covered under Insuring Agreement A.1. or A.2.) involves a
violation of law, the Company must also notify the local law enforcement
authorities.
(ii) Submit to examination under oath at the Insurer's request and give the Insurer a
signed statement of the Company's answers.
(iii) Produce for the Insurer's examination all pertinent records.
(iv) Give the Insurer a detailed, sworn proof of loss within 180 days.
(v) Cooperate with the Insurer in the investigation and settlement of any claim.
f)
Employee Benefit Plans

(i) The Employee Benefit Plans shown in an endorsement attached to this Policy
are included as a Parent Company under Insuring Agreement A.1.
(ii) If any Employee Benefit Plan is insured jointly with any other entity under this
Policy, the Company or the Plan Administrator must select a Limit of Liability for
Insuring Agreement A.1. that is sufficient to provide a Limit of Liability for each
PF-28437 (1 0/09)
2009 &,';ll
Page 12 of20
Employee Benefit Plan that is at least equal to that required if each Employee
Benefit Plan were separately insured.
(iii) With respect to loss sustained or Discovered by any such Employee Benefit
Plan, Insuring Agreement A.1. is replaced by the following:
The Insurer will pay for loss of or damage to Funds and Other Property resulting
directly from fraudulent or dishonest acts committed by an Employee, whether
identified or not, acting alone or in collusion with other persons.
(iv) If the Parent Company is an entity other than an Employee Benefit Plan, any
payment the Insurer makes for loss sustained by any Employee Benefit Plan will
be made to the Employee Benefit Plan sustaining the loss.
(v) If two or more Employee Benefit Plans are insured under this Policy, any
payment the Insurer makes for loss:
1.
Sustained by two or more Employee Benefit Plans; or
2.
Of commingled Funds or Other Property of two or more Employee Benefit

Plans;
resulting directly from an Occurrence will be made to each Employee Benefit

Plan sustaining loss in the proportion that the Limit of Liability required for each
Employee Benefit Plan bears to the total Limit of Liability of all Employee
Benefit Plans sustaining loss.
(vi) The Deductible Amount applicable to Insuring Agreement A.1. does not apply to
loss sustained by any Employee Benefit Plan.
g) Examination Of The Company's Books And Records
The Insurer may examine and audit the Company's books and records as they relate to
this Coverage Section at any time during the Policy Period shown in the Declarations
and up to 3 years afterward.
h) Extended Period To Discover Loss
The Insurer will pay for loss that the Company sustained prior to the effective date of
cancellation of this Coverage Section, which is Discovered by the Company:
(i) No later than sixty (60) days from the date of that cancellation. However, this
extended period to discover loss terminates immediately upon the effective date of
any other insurance obtained by the Company, whether from the Insurer or
another insurer, replacing in whole or in part the insurance afforded by this
Coverage Part, whether or not such other insurance provides coverage for loss
sustained prior to its effective date.
(ii)
PF-28437 (10/09)
No later than 1 year from the date of that cancellation with regard to any Employee
Benefit Plan.
2009
i'i:l
Page 13 of 20
i)
Inspections And Surveys

{i)
The Insurer has the right to:

1.
Make inspections and surveys at any time;
2. Give the Company reports on the conditions the Insurer finds; and
3. Recommend changes.
{ii)
The Insurer is not obligated to make any inspections, surveys, reports or

recommendations and any such actions the Insurer does undertake relate only to
insurability and the premiums to be charged. The Insurer does not make safety
inspections. The Insurer does not undertake to perform the duty of any person or
organization to provide for the health or safety of workers or the public. And the
Insurer does not warrant that conditions:
1. Are safe or healthful; or
2. Comply with laws, regulations, codes or standards.

(iii)
j)
Paragraphs i.i. and i.ii apply not only to the Insurer, but also to any rating,
advisory, rate service or similar organization which makes insurance inspections,
surveys, reports or recommendations.
Joint Insured
(i)
If more than one Company is named in the Declarations, the Parent Company will
act for itself and for every other Company for all purposes of this Policy. If the
Parent Company ceases to be covered, then the next Parent Company will
become the Parent Company.
(ii)
If any Company, director, trustee Member, Manager, or officer of that Company

has knowledge of any information relevant to this Policy, that knowledge is
considered knowledge of every Company.
(iii)
An Employee of any Company is considered to be an Employee of every

Company.
(iv)
If this Coverage Section or any of its coverages is cancelled as to any Company,

loss sustained by that Company is covered only if it is Discovered by the Parent
Company:
(1) during the period of time provided in Section D, Conditions, subsection h,
Extended Period To Discover Loss. However, this extended period to discover

loss terminates immediately upon the effective date of any other insurance
obtained by the Company, whether from the Insurer or another insurer,
replacing in whole or in part the insurance afforded by this Coverage Part,
whether or not such other insurance provides coverage for loss sustained prior
to its effective date.
(2) No later than 1 year from the date of that cancellation with regard to any
Employee Benefit Plan.
PF-28437 (10/09)
2009
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Page 14 of20
k)
(v)
The Insurer will not pay more for loss sustained by more than one Company than
the amount the Insurer would pay if all such loss had been sustained by one
Company.
(vi)
Payment by the Insurer to the Parent Company for loss sustained by a

Company, other than any Employee Benefit Plan, shall fully release the Insurer
on account of such loss.
Loss Sustained During Prior Insurance Issued By Insurer Or Any Affiliate

(1) Loss Sustained Partly During This Policy And Partly During Prior Insurance
If the Company Discover loss during the Policy Period, resulting directly from an
Occurrence taking place:
(a) Partly during the Policy Period; and
(b) Partly during the policy period(s) of any prior cancelled insurance that the
Insurer or any affiliate issued to the Company or any predecessor in interest;
and this Policy became effective at the time of cancellation of the prior insurance, the
Insurer will first settle the amount of loss that the Company sustained during this
Policy Period. The Insurer will then settle the remaining amount of loss that the
Company sustained during the policy period(s) of the prior insurance.
(2) Loss Sustained Entirely During Prior Insurance
If the Company Discover loss during the Policy Period, resulting directly from an
Occurrence taking place entirely during the policy period(s) of any prior cancelled
insurance that the Insurer or any affiliate issued to the Company or any predecessor
in interest, the Insurer will pay for the loss, provided:
(a) This Policy became effective at the time of cancellation of the prior insurance;
and
(b) The loss would have been covered under this Policy had it been in effect at the
time of the Occurrence.
The Insurer will first settle the amount of loss that the Company sustained during the
most recent prior insurance. The Insurer will then settle any remaining amount of
loss that the Company sustained during the policy period(s) of any other prior
insurance.
(3) In settling loss subject to this Condition:
(a) The most the Insurer will pay for the entire loss is the highest single Limit of
Insurance applicable during the period of loss, whether such limit was written
under this Policy or was written under the prior insurance issued by the Insurer.
(b) The Insurer will apply the applicable Deductible Amount shown in the
Declarations to the amount of loss sustained under this Policy. If no loss was
sustained under this Policy, the Insurer will apply the Deductible Amount shown
in the Declarations to the amount of loss sustained under the most recent prior
insurance.
If the Deductible Amount is larger than the amount of loss sustained under this
Policy, or the most recent prior insurance, the Insurer will apply the remaining
Deductible Amount to the remaining amount of loss sustained during the prior
insurance.
The Insurer will not apply any other Deductible Amount that m9y have been
applicable to the loss.
PF-28437 (1 0/09)
2009ilil
Page 15 of 20
I)
Loss Sustained During Prior Insurance Not Issued By Insurer Or Any Affiliate
(1) If the Company Discovers loss during the Policy Period, resulting directly from an
Occurrence taking place during the policy period of any prior cancelled insurance
that was issued to the Company or a predecessor in interest by another company,
and the period of time to discover loss under that insurance had expired, the Insurer
will pay for the loss under this Policy, provided:
(a) This Policy became effective at the time of cancellation of the prior insurance;
and
{b) The loss would have been covered under this Policy had it been in effect at the
time of the Occurrence.
(2) In settling loss subject to this Condition:
(a) The most the Insurer will pay for the entire loss is the lesser of the Limits of
Insurance applicable during the period of loss, whether such limit was written
under this Policy or was written under the prior cancelled insurance.
(b) The Insurer will apply the applicable Deductible Amount shown in the
Declarations to the amount of loss sustained under the prior cancelled insurance.
(3) The insurance provided under this Condition is subject to the following:
(a) If loss covered under this Condition is also partially covered under Condition (k),
the amount recoverable under this Condition is part of, not in addition to, the
amount recoverable under Condition (k).
{b) For loss covered under this Condition that is not subject to Paragraph (3)(a), the
amount recoverable under this Condition is part of, not in addition to, the Limit of
Insurance applicable to the loss covered under this Policy and is limited to the
lesser of the amount recoverable under:
(i) This Policy as of its effective date; or
(ii) The prior cancelled insurance had it remained in effect.
m) Ownership Of Property; Interests Covered

The property covered under this Policy is limited to property:
(i)
That the Company owns or leases; or
(ii)
That the Company holds for others, whether or not the Company is legally
liable.
Provided, however, that with respect to Insuring Agreement A.1.c, the property covered
under such Insuring Agreement is limited to property:
a.
That the Company's Client owns or leases; or
b.
That the Company's Client holds for others whether or not the Company's
Client is legally liable for the loss of such property.
However, this Coverage Section is for the Company's benefit only. It provides no rights
or benefits to any other person or organization. Any claim for loss that is covered under
this Coverage Section must be presented by the Company.
n) Records
PF-28437 (1 0109)
20091E'i
Page 16 of 20
The Company must keep records of all property covered under this Coverage Section so
the Insurer can verify the amount of any loss.
o) Recoveries
(i) Any recoveries, whether effected before or after any payment under this Coverage
Section, whether made by the Insurer or the Company, shall be applied net of the
expense of such recovery:

1.
First, to the Company in satisfaction of the Company's covered loss in

excess of the amount paid under this Coverage Section;
2.
Second, to the Insurer in satisfaction of amounts paid in settlement of the

Company's claim;
3.
Third, to the Company in satisfaction of any Deductible Amount; and,
4.
Fourth to the Company in satisfaction of any loss not covered under this
Coverage Section.
(ii) Recoveries do not include any recovery:
1.
From insurance, suretyship, reinsurance, security or indemnity taken for the

Insurer's benefit; or
2.
Of original Securities after duplicates of them have been issued.
p) Transfer Of The Company's Rights Of Recovery Against Others To the Insurer

The Company must transfer to the Insurer all the Company's rights of recovery against
any person or organization for any loss the Company sustained and for which the
Insurer has paid or settled. The Company must also do everything necessary to secure
those rights and do nothing after loss to impair them.
q) Valuation- Settlement
The value of any loss for purposes of coverage under this Coverage Section shall be
determined as follows:
(i) Loss of Money but only up to and including its face value. The Insurer will, at the
Company's option, pay for loss of Money issued by any country other than the
United States of America:
1. At face value in the Money issued by that country; or
2.
In the United States of America dollar equivalent determined by the rate of

exchange published in The Wall Street Journal on the day the loss was
Discovered.
(ii) Loss of Securities but only up to and including their value at the close of business
on the day the loss was Discovered. The Insurer may, at the Insurer's option:
1.
PF-28437 (10/09)
Pay the market value of such Securities or replace them in kind, in which
event the Company must assign to the Insurer all the Company's rights,
title and interest in and to those Securities; or
2009 ~
Page 17 of 20
2.
Pay the cost of any Lost Securities Bond required in connection with issuing
duplicates of the Securities. However, the Insurer will be liable only for the
payment of so much of the cost of the bond as would be charged for a bond
having a penalty not exceeding the lesser of the:
a) Market value of the Securities at the close of business on the day the
loss was Discovered; or
b) The Limit of Liability applicable to the Securities.
(iii) Loss of or damage to Other Property or loss from damage to the Premises or its
exterior for the replacemeni cost of the property without deduction for depreciation.
However, the Insurer will not pay more than the least of the following:
1. The cost to replace the lost or damaged property with property of comparable
material and quality and used for the same purpose;
2. The amount the Company actually spends that is necessary to repair or
replace the lost or damaged property; or
3. The Limit of Liability applicable to the lost or damaged property.

With respect to this paragraph (iii), the Insurer will not pay on a replacement cost
basis for any loss or damage:
1. Until the lost or damaged property is actually repaired or replaced; and

2.
Unless the repairs or replacement are made as soon as reasonably possible

after the loss or damage.
If the lost or damaged property is not repaired or replaced, the Insurer will pay
on an actual cash value basis.
(iv) The Insurer may, at the Insurer's option, settle loss or damage to property other
than Money:
1.
In the Money of the country in which the loss or damage occurred; or
2.
In the United States of America dollar equivalent of the Money of the country
in which the loss or damage occurred determined by the rate of exchange
published in The Wall Street Journal on the day the loss was Discovered.
(v) Any property that the Insurer pays for or replaces becomes the Insurer's property.
r)
Legal Action Against the Insurer

The Company may not bring any legal action against the Insurer involving loss:
(i) Unless the Company has complied with all the terms of this Policy;
(ii) Until 90 days after the Company has filed proof of loss with the
lnsu~er;
and
(iii) Unless brought within 2 years from the date the Company Discovered the loss.
PF-28437 (10/09)
2009
fll
Page 18 of 20
If any limitation in this Condition is prohibited by law, such limitation is amended so as to

equal the minimum period of limitation provided by such law.
2.
Conditions Applicable To Insuring Agreement A.2.

a) Deductible Amount
The Deductible Amount does not apply to legal expenses paid under Insuring Agreement
A.2.
b) Electronic And Mechanical Signatures
The Insurer will treat signatures that are produced or reproduced electronically,
mechanically or by other means the same as handwritten signatures.
c)
Proof Ofloss
The Company must include with the Company's proof of loss any instrument involved in
that loss, or, if that is not possible, an affidavit setting forth the amount and cause of loss.
3.
Conditions Applicable To Insuring Agreements A.4. And A.5.

a) Armored Motor Vehicle Companies
Under Insuring Agreement A.5., the Insurer will only pay for the amount of loss the
Company cannot recover:
(i) Under the Company's contract with the armored motor vehicle company; and
(ii) From any insurance or indemnity carried by, or for the benefit of customers of, the
armored motor vehicle company.
b) Special Limit of Liability For Specified Property
The Insurer will only pay up to $5,000 for any one Occurrence of loss of or damage to:
(i) Precious metals, precious or semi-precious stones, pearls, furs, or completed or
partially completed articles made of or containing such materials that constitute the
principal value of such articles; or
(ii) Manuscripts, drawings, or records of any kind, or the cost of reconstructing them or
reproducing any information contained in them.
4.
Conditions Applicable To Insuring Agreement A.6.

a) Special Limit of Liability For Specified Property
The Insurer will only pay up to $5,000 for any one Occurrence of loss of or damage to
manuscripts, drawings, or records of any kind, or the cost of reconstructing them or
reproducing any information contained in them.
PF-28437 (10/09)
2009~
Page 19 of20
E. GENERAL TERMS AND CONDITIONS SECTION
Subsections D, H. and I. of the General Terms and Conditions section of the Policy shall not apply to
this Coverage Section. To the extent any term, limitation or condition of this Coverage Section is
inconsistent with a term, limitation or condition of the General Terms and Conditions, the term,
limitation or condition of this Coverage Section shall apply.
PF-28437 (10109)
2009~
Page 20 of 20
ILLINOIS NOTICE TO POLICYHOLDERS

REGARDING THE RELIGIOUS FREEDOM
PROTECTION AND CIVIL UNION ACT
Dear Policyholder:
This is to provide notice that, pursuant to Illinois Department of Insurance Company Bulletin 2011-06 (CB 201106), this policy is in compliance with the Illinois Religious Freedom Protection and Civil Union Act ("the Act", 750
ILL. COMP. STAT. 75/1). The Act, which became effective on June 1, 2011, creates a legal relationship between
two persons of either the same or opposite sex who establish a civil union.
The Act provides that parties to a civil union are entitled to the same legal obligations, responsibilities, protections
and benefits that are afforded or recognized by the law of Illinois to spouses, whether they are derived from
statute, administrative rule, policy, common law or any source of civil or criminal law. In addition, this law requires
recognition of a same-sex civil union, marriage, or other substantially similar legal relationship, except for
common law marriage, legally entered into in other jurisdictions. The Act further provides that "party to a civil
union" shall be included in any definition or use of the terms "spouse", "family", "immediate family", "dependent",
"next of kin" and other terms descriptive of spousal relationships as those terms are used throughout the law.
According to CB 2011-06, this includes the terms "marriage" or "married" or any variations thereof. CB 2011-06
also states that if policies of insurance provide coverage for children, the children of civil unions must also be
provided coverage.
ALL-34772 (1111)
Copyright with permission of Insurance Services Office, Inc., 2011
Page 1 of 1
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

Named Insured
Endorsement Number

Policy Symbol
DON
~ Policy Number
G2502090A 004
I Policy Period
08/03/2013 to 08/03/2014
08/03/2013
Cap On Losses From Certified Acts Of Terrorism

It is agreed that the Limit(s) of Liability section is amended by adding the following:
Notwithstanding anything in this Policy to the contrary, if aggregate insured losses attributable to terrorist acts
certified under the federal Terrorism Risk Insurance Act exceed $100 billion in a Program Year (January 1 through
December 31) and the Insurer has met its deductible under the Terrorism Risk Insurance Act, the Insurer shall not
be liable for the payment of any portion of the amount of such losses that exceeds $100 billion, and in such case
insured losses up to that amount are subject to pro rata allocation in accordance with procedures established by the
Secretary of the Treasury.
"Certified act of terrorism" means an act that is certified by the Secretary of the Treasury, in concurrence with the
Secretary of State and the Attorney General of the United States, to be an act of terrorism pursuant to the federal
Terrorism Risk Insurance Act. The criteria contained in the Terrorism Risk Insurance Act for a "certified act of
terrorism" include the following:
1. The act resulted in insured losses in excess of $5 million in the aggregate, attributable to all types of insurance
subject to the Terrorism Risk Insurance Act; and
2.
The act is a violent act or an act that is dangerous to human life, property or infrastructure and is committed by an
individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the
policy or affect the conduct of the United States Government by coercion.
All other terms and conditions of this Policy remain unchanged.
PF-15026c (01/08)
2003, 2004, 2006, 2008
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Includes copyrighted material of Insurance Services Office, Inc., with its permission.
Page 1 of 1
AMENDATORY ENDORSEMENT -ILLINOIS

Named Insured
Endorsement Number
I G2502090A 004
Policy Symbol
Policy Number
DON
I 08/03/2013 to
Policy Period
08/03/2014
08/03/2013
Issued By {Name of Insurance Company)

This endorsement modifies insurance provided under the following:

EMPLOYMENT PRACTICES COVERAGE SECTION
DIRECTORS & OFFICERS AND COMPANY COVERAGE SECTION
FIDUCIARY COVERAGE SECTION
GENERAL TERMS AND CONDITIONS
CRIME COVERAGE SECTION
I.
If form PF-15192, Employment Practices Coverage Section, is included in this policy, paragraph C., 3., definition of
Pollutants, is amended as follows:
1. The final phrase in the last paragraph; "and electric or magnetic or electromagnetic field", is deleted.
2. The following is added: but, Pollutants do not include heat, smoke or fumes from a hostile fire.
II.
If form PF-15192, Employment Practices Coverage Section, or PF-15193, Directors & Officers and Company
Coverage Section, is included in this policy, Paragraph 3. of Section B- Definitions is amended in part as follows:
Costs, Charges and Expenses do not include salaries, wages, fees, overhead or benefit expenses of or associated
with officers or employees of the Company or the Insurer.
Ill.
If form PF-15192, Employment Practices Coverage Section, PF-15193, Directors & Officers and Company Coverage
Section, or PF-15194, Fiduciary Coverage Section, is included in this policy, the following changes are made to the
Definition of Loss:
1.
2.
The first sentence of the definition of Loss is amended as follows:

The phrase "pre-judgment or post-judgment interest awarded by a court" is deleted.
sub paragraph c., in the definition of Loss, in each of the applicable coverage sections is deleted and replaced
with the following:
c.
punitive or exemplary damages, or the multiple portion of any multiplied damage award, except:
i.
that with respect to a Claim falling within the coverage of this policy seeking both compensatory and
punitive or exemplary damages, we will defend this Claim without liability, however, for such punitive or
exemplary damages; or
ii. to the extent that such punitive or exemplary damages are insurable under the law pursuant to which
this Policy shall be construed or the law of the jurisdiction in which such damages are awarded,
whichever legal venue is most favorable for the Insureds in deciding the insurability of such damages;
however, in the State of 111inois an insurer may not reimburse an insured for punitive damages assessed
as a result of the insured's own misconduct;
PF-17096 (03/10)
Copyright 2010
Page 1 of 4
IV.
If form PF-15192, Employment Practices Coverage Section, PF-15193, Directors & Officers and Company Coverage
Section, or PF-15194, Fiduciary Coverage Section, is included in this policy, the- OTHER INSURANCE condition is
replaced by the following:
OTHER INSURANCE
V.
1.
If any Loss covered under this Coverage Section is covered under any other valid insurance, then this
Policy will share with that other insurance by the method described in 2. below unless such other
insurance is written only as specific excess insurance over the Limit of Liability for this Coverage Section.
2.
If all of the other insurance permits contribution by equal shares, this Policy will follow this method also.
Under this approach each insurer contributes equal amounts until it has paid its applicable limit of
insurance or none of the Loss remains, whichever comes first. If any of the other insurance does not
permit contribution by equal shares, this Policy will contribute by limits. Under this method, each insurer's
share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of
all insurers.
If form PF-15193, Directors & Officers and Company Coverage Section, or PF-15194, Fiduciary Coverage Section, is
included in this policy, paragraph C.1., c), definition of Pollutants, is amended as follows:
1. The final phrase in the last paragraph; "and electric or magnetic or electromagnetic field", is deleted.
2. The following is added: but, Pollutants do not include heat, smoke or fumes from a hostile fire.
VI.
If form PF-15194, Fiduciary Coverage Section, is included in this policy, Paragraph 4. of Section B- Definitions is
4.
Costs, Charges and Expenses means reasonable and necessary legal costs, charges, fees and expenses
incurred by any of the Insureds in defending Claims and the premium for appeal,attachment or similar bonds
arising out of covered judgments, but with no obligation to furnish such bonds and only for the amount of such
judgment that is up to the applicable Limit of Liability. Costs, Charges and Expenses do not include salaries,
wages, fees, overhead or benefit expenses of or associated with officers or employees of any of the Insureds
or the Insurer.
VII. Form PF-15191, General Terms and Conditions, Paragraph 2 and 3 of section E, Cancellation are deleted and
2. a.
The Insurer may cancel this policy by mailing to the Parent Company written notice stating the reason for
cancellation.
b.
For nonpayment of premium, the Insurer will mail the notice at least ten (1 0) days prior to the effective date
of cancellation.
c.
For a reason other than nonpayment of premium, the Insurer will mail the notice at least;
(1) Thirty (30) days prior to the effective date of cancellation if the policy has been in effect for sixty (60) days
or less.
(2) Sixty (60) days prior to the effective date of cancellation if the policy has been in effect more than sixty
(60) days.
d. If this policy has been in effect for more than sixty (60) days, the Insurer may cancel only for one or more of
the following reasons:
PF-17096 (03/10)
Copyright 2010
fJ
Page 2 of 4
1.
Nonpayment of Premium;
2.
The policy was obtained through a material misrepresentation;
3. Any Insured has violated any of the terms and conditions of the policy;
4. The risk originally accepted has measurably increased;

5.
Certification of the Director of Insurance of the loss of reinsurance by the insurer that provided coverage
to the Insurer for all or a substantial part of the underlying risk insured; or
6. A determination by the Director of Insurance that the continuation of the policy could place the Insurer in
violation of the insurance laws of this State.
e. Notice of cancellation will state the effective date of cancellation. The policy period will end on that date.
3. This policy is cancelled the Insurer will send the Parent Company any premium refund due. If the Insurer
cancels, the refund will be pro rata. If the Parent Company cancels, the refund will be less than pro rata. The
cancellation will be effective even if the Insurer has not offered a refund.
VIII. The following conditions are added to form PF-15191, General Terms and Conditions, and supersede any provisions
to the contrary:
NON RENEWAL
1. If the Insurer decides not to renew this policy, the Insurer wi!! mail written notice stating the reason for non renewal
no less than sixty (60) days before the expiration date to:
a.
the Parent Company; and
b. The broker, if known to the Insurer, or the agent of record.
2. Even if the Insurer does not comply with these terms, this policy will terminate on the expiration date, if:
a.
The Parent Company fails to perform any of your obligations in connection with the payment of the
Premium for the policy, or any installment payment, whether payable directly to the Insurer or the Insurer's
agents or indirectly under any premium finance plan or extension of credit; or
b. The Insurer has indicated willingness to renew this policy to the Parent Company or their representative; or
c.
The Parent Company has notified the Insurer or their agent that they do not want to renew this policy.
MAILING OF NOTICES
The Insurer will mail cancellation and non renewal notices to the Parent Company, and the agent or broker, at the
last addresses known to the Insurer. Proof of mailing will be sufficient proof of notice.
IX.
Form PF-15191, General Terms and Conditions, Paragraphs 1 and 2 of section H, DISCOVERY PERIOD, are
deleted and replaced by the following:
1.
If this Policy is cancelled or is not renewed by the Insurer or the Parent Company, or if a Coverage Section is
cancelled or not renewed by the Parent Company or not renewed by the Insurer, then the Parent Company
shall have the right, upon payment of an additional premium calculated at that percentage shown in Item E of the
Declarations of the total premium for this Policy, or the total premium for the cancelled or not renewed Coverage
Section, whichever is applicable, to purchase an extension of the coverage granted by this Policy or the
applicable cancelled or not renewed Coverage Section with respect to any Claim first made during the period of
time set forth in Item E of the Declarations after the effective date of such cancellation or, in the event of a refusal
to renew, after the Policy expiration date, but only with respect to any Wrongful Act committed before such date.
The Parent Company shall have the right to elect only one of the Discovery Periods set forth in Item E of the
Declarations.
2. The right to purchase the Discovery Period shall terminate unless written notice, together with full payment of
the premium for the Discovery Period, is received by Insurer within 30 days after the effective date of
cancellation, or, in the event of a refusal to renew, within 30 days after the Policy expiration date. If such notice
and premium payment is not so given to Insurer, there shall be no right to purchase the Discovery Period
X.
Form PF-15191, General Terms and Conditions, section J, ALTERNATIVE DISPUTE RESOLUTION, is amended as
follows:
PF-17096 (03/10)
Copyright 2010
Page 3 of4
The first paragraph is deleted and replaced with the following:

The Insureds and the Insurer may submit any dispute or controversy arising out of or relating to this Policy or the
breach, termination or invalidity thereof to the alternative dispute resolution ("ADR") process described in this
subsection.
XI. Form PF-15191, General Terms and Conditions, section B, Definitions, Paragraph 7, Parent Company, is replaced
as follows:
Parent Company means the entity named in Item A of the Declarations.
XII. If form PF-28437, Crime Coverage Section, is included in this policy, the following changes are made:
a) the first paragraph of subsection 1.c) section D. CONDITIONS, is deleted in its entirety and replaced with the
following:
Coverage under this Coverage Section shall not be provided to any Insured who, at any time, intentionally
conceals or misrepresents a material fact concerning:
b) section D. CONDITIONS, paragraph 1.r)(iii) is deleted in its entirety and replaced with the following:
(iii) unless brought within two (2) years, plus the number of days between the date the proof of loss was filed
and the date the claim was denied in whole or in part, from the date the Company Discovered the loss.
c) the last sentence in section D. CONDITIONS, paragraph 1.b) is deleted in its entirety and the following is inserted:
The Insurer will mail the Insured's notice to the Parent Organization's last mailing address known to the
Insurer. Proof of mailing will be sufficient proof of notice.
d) the following is added to D. CONDITIONS, 1. Conditions Applicable To All Insuring Agreements:
OTHER INSURANCE
1.
If any Loss covered under this Coverage Section is covered under any other valid insurance, then this
Policy will share with that other insurance by the method described in 2. below unless such other
insurance is written only as specific excess insurance over the Limit of Liability for this Coverage Section.
2.
If all of the other insurance permits contribution by equal shares, this Policy will follow this method also.
Under this approach each insurer contributes equal amounts until it has paid its applicable limit of
insurance or none of the Loss remains, whichever comes first. If any of the other insurance does not
permit contribution by equal shares, this Policy will contribute by limits. Under this method, each insurer's
share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of
all insurers.
PF-17096 (03/10)
Copyright 2010
Page 4 of 4

Named Insured
Endorsement Number
I G2502090A 004
Policy Symbol
Policy Number
DON
l Policy Period
08/03/2013 to 08/03/2014
08/03/2013
Professional Services Exclusion General Professional Services With

Shareholder Carveout
It is agreed that Section C, Exclusions, subsection 1, Exclusions Applicable to All Insuring Clauses, of the
Directors & Officers and Company Coverage Section, is amended to add the following:
alleging, based upon, ans1ng out of, or attributable to the rendering or failure to render professional
services. Provided, however, this exclusion shall not apply to any Claim(s) brought by a shareholder of
the Company in the form of a shareholder class, direct or derivative action alleging failure to supervise
those who performed or failed to perform such professional services, provided that such shareholder
action is instigated and continued totally independent of, and totally without the solicitation of, or
assistance of, or active participation of, or intervention of, the Company and/or any Insureds.
PF-27192 (05/09)
p
2009
(;;!
Page 1 of 1
Named Insured
Endorsement Number
Policy Symbol
DON
I G2502090A 004
Policy Number
I 08/03/2013 to
Policy Period
08/03/2014
08/03/2013
Derivative Investigation Sub-Limit Of Liability Endorsement

It is agreed that Section D, Limit Of Liability And Retentions, paragraph 2, is amended to add the following:
The Insurer's maximum Limit of Liability for all Costs, Charges and Expenses as defined in Section B, Definitions,
subsection 3, Costs, Charges and Expenses, paragraph (b), shall be $ 250000 ("Derivative Investigation SubLimit Of Liability"). The Derivative Investigation Sub-Limit Of Liability shall be part of and not in addition to the
applicable limits of liability stated in the Declarations and will in no way serve to increase the Insurer's applicable
limits of liability as provided therein.
PF-27965 (09/09)
p
2009~
Page 1 of 1
Additional Limit of Liability, Costs, Charges and Expenses

Named Insured
Endorsement Number
l G2502090A 004
Polley Symbol
Policy Number
DON
1 Policy Period
08/03/2013 to 08/03/2014
08/03/2013

THIS ENDORSEMENT MODIFIES INSURANCE PROVIDED UNDER THE FOLLOWING:
ACE EXPRESS PRIVATE COMPANY MANAGEMENT INDEMNITY POLICY
It is agreed that the Fiduciary Coverage Section is amended as follows:

1.
Item 1 of the Declarations for the Fiduciary Coverage Section is deleted in its entirety and the following is
inserted:
1a. $1,000,000 aggregate for all Loss, subject to 1b and 1c immediately below:
1b. $1,000,000 additional aggregate for all Costs, Charges and Expenses, subject to 1 c immediately below
1c. $2,000,000 maximum aggregate for this Coverage Section
2.
Section D, Limit of Liability and Retention, subsection 2, is deleted in its entirety and the following is inserted:
2. As shown in Item C1 of the Declarations relating to this Coverage Section, the following Limits of Liability of
a) The amount set forth in Item C1 a relating to this Coverage Section shall be the aggregate limit of
liability for the payment of Loss, subject to additional payments for Costs, Charges and Expenses
as further described in subsection b) immediately below.
b) The amount set forth in Item C1 b relating to this Coverage Section shall be the aggregate limit of
liability for the payment of Costs, Charges and Expenses in addition to the limit described in
subsection a) immediately above; provided, all payments for Costs, Charges and Expenses under
the additional limits described in this subsection b) shall be excess of the limit described in subsection
a) above, and excess of any other available insurance that is specifically excess to this Policy. Such
excess insurance must be completely and fully exhausted through the payment of loss, including but
not limited to defense costs thereunder, before the Insurer shall have any obligations to make any
payments under the additional limits described in this subsection b).
maximum aggregate limit of liability under this Coverage Section and the limit of liability set forth in
C1a and C1b relating to this Coverage Section shall be a part of and not in addition to the maximum
aggregate limit of liability set forth in Item C1c for this Coverage Section.
PF-28449 (10/09)
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2009ii
Page 1 of2
3. Section F. Settlement And Defense, is amended to add the following:
If the Insurer recommends a settlement within the Policy Limit of Liability which is acceptable to the claimant.
but the Insureds do not consent to such settlement within 30 days of the date the Insureds are first made
aware of the potential settlement, the Insurer's liability for all Loss on account of such Claim shall not
exceed: (i) the amount for which the Insurer could have settled such Claim plus Costs, Charges and
Expenses, incurred as of the date the potential settlement was proposed in writing by the Insurer to the
Insureds; and, (ii) 80% of all subsequent covered Loss in excess of such amount, the remaining 20% of
which shall be borne by the Insureds uninsured and at their own risk.
All other terms and conditions of this Policy rernain unchanged.
PF-28449 (10/09)
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2009~
Page 2 of2
SPECIAL EVENT MANAGEMENT COVERAGE- D&O

Named Insured
Endorsement Number
I G2502090A 004
Policy Symbol
Policy Number
DON
I 08103/2013 to
Policy Period
08/03/2014
08103/2013

It is agreed that the Directors & Officers and Company Coverage Section is amended as follows:
1.
Item C of the Declarations, of the portion entitled Directors & Officers and Company, is amended to add the following:
4. Special Event Management Fund: $25.000
2.
Section A, Insuring Clauses, is amended to add the following:

4.
Special Event Management Coverage

The Insurer shall pay the Special Event Management Expense for which the Company becomes legally
obligated to pay by reason of a Special Event first occurring during the Policy Period, but only up to the limit
of liability for the Special Event Management Fund.
3.
Section B, Definitions, is amended as follows:

a.
Subsection 3, Costs, Charges and Expenses, is amended to add the following:
b.
Subsection 7, Loss, is amended to add the following:
c.
Costs, Charges and Expenses do not include Special Event Management Expenses.
Loss does not include Special Event Management Expenses.
The following is added:
Adverse Publicity means the publication of unfavorable information regarding the Company which
can reasonably be considered to materially reduce public confidence in the competence, integrity or
viability of the Company to conduct business. Such publication must occur in a report about an
Insured appearing in:
a) a daily newspaper of general circulation; or
b) a radio or television news program.
PF-29816 (05/10)
p
Special Event means one of the following, except where coverage is otherwise excluded under
Exclusions 1{b) or (k) of this Coverage Section:
2o1oli':l
Page 1 of3
a) The incapacity, death or state or federal criminal indictment of any of the Directors and Officers for whom the
Company has purchased and continues to maintain key individual life insurance;
b) The disclosure by the Company of (1) its intention to file or its actual filing for protection under federal bankruptcy
laws; or, (2) a third-party's intention to file or its actual filing of an involuntary bankruptcy petition under federal
bankruptcy laws with respect to the Company;
c) The disclosure by the Company of the threatened or actual commencement by a third-party of an action, audit or
investigation alleging a Employment Practices Wrongful Act (as defined in the Employment Practices
Coverage Section) by the Company which has caused or is reasonably likely to cause Adverse Publicity;
d) The commencement or threat of litigation or other proceedings by any governmental or regulatory agency against
the Company;
e) An accusation that any of the Directors and Officers has intentionally caused bodily injury to, or death of, or has
sexually abused any person in the performance of his or her duties with the Company;
f)
A Director or Officer of the Company was the victim of a violent crime while on the premises of the Company;
g) A child was abducted or kidnapped while under the care or supervision of the Company; or
h) Any other material event which, in the good faith opinion of the Company, has caused or is reasonably likely to
result in Adverse Publicity, but only if such material event is scheduled for coverage by written endorsement to
this Policy.
Special Event Management Expense means the following expenses incurred by the Company
commencing on the inception date of the Special Event and ending ninety (90) days after the inception
date of the Special Event, irrespective of whether a Claim is actually made with respect to the subject
Special Event; provided, however, that the Insurer must have been notified of the Special Event
Management Expense within 30 days of the date the Company first incurs the subject Special Event
Management Expense:
a) The reasonable and necessary expenses directly resulting from a Special Event which the
Company incurs for Special Event Management Services provided to the Company by a
Special Event Management Firm, and
b) The reasonable and necessary expenses directly resulting from a Special Event which the
Company incurs for: (a) advertising, printing, or the mailing of matter relevant to the Special
Event, and (b) out of pocket travel expenses incurred by or on behalf of the Company or the
Special Event Management Firm; provided, however, Special Event Management
Expense does not include those amounts which otherwise would constitute compensation,
benefits, fees, overhead, charges or expenses of an Insured.
PF-29816 (05/10)
Special Event Management Firm means a marketing firm, public relations firm, law firm, or other
professional services entity retained by the Insurer, or by the Company with the Insurer's prior
written consent, to perform Special Event Management Services arising from a Special Event.
Special Event Management Fund means the amount set forth in Item C of the Declarations, section
4, of the portion entitled Directors & Officers and Company.
Special Event Management Services means the professional services provided by a Special Event
Management Firm in counseling or assisting the Company in reducing or minimizing the potential
harm to the Company caused by the public disclosure of a Special Event.
2o1oi'J
Page 2 of3
4.
Section D, Limit Of Liability And Retentions, is amended to add the following:
The Special Event Management Fund is the Insurer's maximum liability for all Special Event Management
Expenses arising from any and all Special Events occurring during the Policy Period. This limit shall be the
Insurer's maximum liability under this Policy regardless of the number of Special Events reported during the
Policy Period. The Insurer's obligation to pay Special Event Management Expenses terminates and ends
upon the exhaustion of the Special Event Management Fund. The Special Event Management Fund shall
be part of and not in addition to the aggregate Limit of Liability set forth in Item C of the Declarations, section
1.c, of the portion entitled Directors & Officers and Company, which shall be the maximum liability of the
Insurer for all Loss under this Policy.
5. The following is added:
Special Event Management Coverage Provisions

1. There shall be no retention applicable to Special Event Management Expenses and the Insurer shall
pay such Special Event Management Expenses from the first dollar subject to all other terms and
conditions of this Policy, including the Policy limit.
6.
2.
An actual or anticipated Special Event shall be reported to the Insurer as soon as practicable, but in no
event later than 30 days after the Company first incurs Special Event Management Expenses for which
coverage will be requested under this Policy.
3.
Except as limited under Insuring Clause 4, Special Event Management Coverage, the Insurer shall not
be liable for Loss under this Coverage Section on account of any Claim excluded under Section C,
Exclusions
Solely with respect to coverage under Insuring Clause 4, Special Event Management Coverage, Section E,
Notification, shall not apply.
PF-29816 (05/10)
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2010~
Page 3 of 3
INVESTIGATION COVERAGE (INDIVIDUALS ONLY)

Endorsement Number
Named Insured
I Policy Number
Policy Symbol
G2502090A 004
DON
I Policy Period
08/03/2013 to 08/03/2014
9
08/03/2013

It is agreed that Section B, Definitions, subsection 1, Claim, paragraph g, of the Directors & Officers and Company
Coverage Section, is deleted in its entirety and the following is inserted:
g) a civil, criminal, administrative or regulatory investigation commenced by the service upon or other receipt by any
natural person Insured of a written notice, investigative order, or subpoena from the investigating authority
identifying such natural person Insured as an individual, against whom a proceeding described in paragraphs c, d
or f immediately above may be commenced; or
PF-30394 (0811 0)
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Page 1 of 1
SPECIAL EVENT- WORKPLACE INCIDENT- EPL

Named Insured
Endorsement Number
10
Polley Symbol
1 Policy Number
DON
G2502090A 004
I 08/03/2013 to
Policy Period
08/03/2014
08/03/2013

It is agreed that the Employment Practices Coverage Section is amended as follows:

1.
Item C of the Declarations, of the portion entitled Employment Practices, is amended to add the following:
5. Workplace Incident Fund: $250,000
2.

3. Workplace Incident Coverage
The Insurer shall pay the Workplace Incident Expense for which the Company becomes legally obligated
to pay by reason of a Workplace Incident first occurring during the Policy Period, but only up to the limit of
liability for the Workplace Incident Fund.
3.

a.
Costs, Charges and Expenses do not include Workplace Incident Expenses.
b.
Solely with respect to coverage under Insuring Clause 3, Workplace Incident Coverage, Subsection 4,
Employee, paragraph c, is deleted in its entirety.
c.
Loss does not include Workplace Incident Expenses.
d. The following is added:
Workplace Incident means an intentional and unlawful:

(i)
(ii)
act of deadly force involving the use of a lethal weapon; or

threat of deadly force involving the display of a lethal weapon,
committed by an Insured Person on the Premises and which resulted in or could reasonably have
resulted in bodily injury or death to another Insured Person.
PF-30444 (08/1 0)
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2010
Ci
Page1of3
Provided, however, Workplace Incident shall not include anylhing based upon, arising out of, or in any
way involving:
(i)
a demand for money, securities or other property;
(ii)
declared or undeclared war, civil war, insurrection, rebellion or revolution, terrorism, military,
naval or usurped power, governmental intervention or authority, expropriation, nationalization or
any act or incident related to any of the foregoing.
Solely for the purposes of this definition, Premises means the buildings, facilities or properties regularly
used by the Company to conduct its business.
Workplace Incident Expense means the reasonable fees and expenses incurred by the Company, in
response to a Workplace Incident and with the Insurer's prior written consent, for:
(i)
independent security guard services for up to fifteen (15) days following the date of the
Workplace Incident;
(ii)
an independent security consultant for up to ninety (90) days following the date of the Workplace
Incident;
(iii)
an independent public relations company for up to ninety (90) days following the date of the
Workplace Incident to counsel or assist the Company in reducing or minimizing the potential
harm to the Company caused by the public disclosure of a Workplace Incident; and
(iv)
a group counseling seminar for all Employees within thirty (30) days of the date of the
Workplace Incident.
Provided, however, Workplace Incident Expense shall not include those amounts which otherwise
would constitute attorneys fees, expenses, settlements, judgments, penalties or other amounts incurred
in defending or prosecuting any legal proceeding or claim involving any Workplace Incident, or any
compensation, benefits, fees, overhead, charges or expenses of an Insured; and
4.
Workplace Incident Fund means the amount set forth in Item C of the Declarations, section 5, of the
portion entitled Employment Practices.
Section D, Limit Of Liability And Retentions, is amended to add the following:
The Workplace Incident Fund is the Insurer's maximum liability for all Workplace Incident Expenses arising
from any and all Workplace Incidents occurring during the Policy Period. This limit shall be the Insurer's
maximum liability under this Policy regardless of the number of Workplace Incidents reported during the
Policy Period. The Insurer's obligation to pay Workplace Incident Expenses terminates and ends upon the
exhaustion of the Workplace Incident Fund. The Workplace Incident Fund shall be part of and not in
addition to the aggregate Limit of Liability stated Item C.1.c. of the Declarations for this Coverage Section.
5. The following section is added:
WORKPLACE INCIDENT COVERAGE PROVISIONS

1. There shall be no retention applicable to Workplace Incident Expenses and the Insurer shall pay such
Workplace Incident Expenses from the first dollar subject to all other terms and conditions of this
Policy, including the Policy limit.
2.
An actual or anticipated Workplace Incident shall be reported to the Insurer as soon as practicable, but
in no event later than thirty (30) days after such Workplace Incident.
3.
Except as limited under Insuring Clause 3, Workplace Incident Coverage, the Insurer shall not be liable
for Loss under this Coverage Section on account of any Claim excluded under Section C, Exclusions.
PF-30444 (08/1 0)
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Page 2 of 3
6.
Solely with respect to coverage under Insuring Clause 3, Workplace Incident Coverage, Section E, Notification, shall
not apply.
PF-30444 (0811 0)
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2o1oil
Page 3 of 3
SPECIAL EVENT- NETWORK SECURITY INCIDENT- D&O

Endorsement Number
Named Insured
11
Policy Symbol
Effective Dale of Endorsement
I ~~5;~0~0A 004
DON
I ~~;;J;/~0~ 3 to
08/03/2014
08/03/2013

It is agreed that the Directors & Officers and Company Coverage Section is amended as follows:
1.
Item C of the Declarations, of the portion entitled Directors & Officers and Company, is amended to add the following:
Network Security Incident Fund: $25,000
2. Section A, Insuring Clauses, is amended to add the following:

Network Security Incident Coverage
The Insurer shall pay the Network Security Incident Expense for which the Company becomes legally
obligated to pay by reason of a Network Security Incident first occurring during the Policy Period, but only up
to the limit of liability for the Network Security Incident Fund.
3.

a.
b.
c.
Costs, Charges and Expenses do not include Network Security Incident Expenses.
Loss does not include Network Security Incident Expenses.
The following is added:
Computer System means computer hardware, sofiware, firmware, and the data stored thereon, as well
as associated input and output devices, data storage devices, networking equipment and Storage Area
Network or other electronic data backup facilities, which is leased, owned, or operated by the
Company; or operated for the benefit of the Company by a third party service provider under written
contract with the Company.
Computer Virus means any virus, Trojan, worm, or other similar malicious sofiware program, code or
script designed to infect, harm, or steal or harm data from, a Computer System.
PF-30445 (08/1 0)
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2010
ii
Page 1 of 3
Network Security Incident means:

a) the unauthorized access to, or the unauthorized use of, Personal Information; and
b) the transmission of a Computer Virus into or from a Computer System which could reasonably
result in the unauthorized access to, or the unauthorized use of, Personal Information.
Network Security Incident Expense means the following expenses incurred by the Company
commencing on the inception date of the Network Security Incident and ending ninety (90) days after
the inception date of the Network Security Incident, irrespective of whether a Claim is actually made
with respect to the subject Network Security Incident; provided, however, that the Insurer must have
been notified of the Network Security Incident Expense within 30 days of the date the Company first
incurs the subject Network Security Incident Expense:
(i)
the reasonable and necessary expenses directly resulting from a Network Security Incident
which the Company incurs for Network Security Incident Services provided to the Company
by a Network Security Incident Firm.
Provided, however, Network Security Incident Expense shall not include those amounts which
otherwise would constitute attorneys fees, expenses, settlements, judgments, penalties or other
amounts incurred in defending or prosecuting any legal proceeding or claim involving any Network
Security Incident, or any compensation, benefits, fees, overhead, charges or expenses of an Insured.
Further, Network Security Incident Expense shall also not include any expenses incurred:
(i)
to retain third party computer forensics services to determine the scope of a failure of Network
Security;
(ii)
to notify any individuals or entity of such Network Security Incident, whether voluntary or to
comply with Privacy Regulations, including, without limitation, expenses to draft notification
documents or materials;
(iii)
to retain the services of a law firm to determine the Insured's indemnification rights under a
written agreement with an independent contractor or to determine the Insured's obligations
under any Privacy Regulations; or
(iv)
for credit monitoring services.
Network Security Incident Firm means a public relations firm retained by the Insurer, or by the
Company with the Insurer's prior written consent, to perform Network Security Incident Services
arising from a Network Security Incident.
Network Security Incident Services means the professional services provided by a Network
Security Incident Firm in counseling or assisting the Company in reducing or minimizing the potential
harm to the Company caused by the public disclosure of a Network Security Incident.
Network Security Incident Fund means the amount set forth in Item C of the Declarations, of the
portion entitled Directors & Officers and Company.
Personal Information means:
1. an individual's name in combination with either such individual's social security number, medical
or healthcare data, other protected health information, drivers license number or state
identification number; and
2. other non-public personal information as defined in any Privacy Regulations;
PF-30445 (08/1 0)
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2010~
Page 2 of3
in any format. Personal Information shall not include information that is lawfully made available to the
general public for any reason, including but not limited to information from federal, state or local
government records.
Privacy Regulations means the following:

1. Health Insurance Portability and Accountability Act of 1996;
2.
Gramm-Leach-Biiley Act of 1999;
3.
consumer protection and unfair and deceptive trade practices laws enforced by state Attorneys
General or the Federal Trade Commission, including, without limitation, Section 5(a) of the
Federal Trade Commission Act.
4. security breach notification laws that require notice to individuals of the actual or potential theft of
their Personal Information, including, without limitation, the California Security Breach
Notification Act (CA SB 1386); or
5.
other similar state, federal, and foreign privacy protection legislation that requires commercial
entities that collect Personal Information to adopt specific privacy or security controls, or notify
individuals in the event that Personal Information has potentially been compromised.
4. Section D, Limit Of Liability And Retentions, is amended to add the following:
5.
The Network Security Incident Fund is the Insurer's maximum liability for all Network Security Incident
Expenses arising from any and all Network Security Incidents occurring during the Policy Period. This limit
shall be the Insurer's maximum liability under this Policy regardless of the number of Network Security
Incidents reported during the Policy Period. The Insurer's obligation to pay Network Security Incident
Expenses terminates and ends upon the exhaustion of the Network Security Incident Fund. The Network
Security Incident Fund shall be part of and not in addition to the aggregate Limit of Liability stated Item C.1.c.
of the Declarations for this Coverage Section.
The following section is added:
NETWORK SECURITY INCIDENT COVERAGE PROVISIONS

1. There shall be no retention applicable to Network Security Incident Expenses and the Insurer shall
pay such Network Security Incident Expenses from the first dollar subject to all other terms and
conditions of this Policy, including the Policy limit.
2. An actual or anticipated Network Security Incident shall be reported to the Insurer as soon as
practicable, but in no event later than thirty (30) days after such Network Security Incident.
3.
6.
Except as limited the Network Security Incident Coverage Insuring Clause, the Insurer shall not be
liable for Loss under this Coverage Section on account of any Claim excluded under Section C,
Exclusions.
Solely with respect to coverage under the Network Security Incident Coverage Insuring Clause, Section E,
Notification, shall not apply.
PF-30445 (08/1 0)
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Page 3 of 3
FLSA AND RELATED COVERAGE

Named Insured
Endorsement Number
I Policy Number
Policy Symbol
DON
G2502090A 004
12
I Policy Period
08/03/2013 to 08/03/2014
08/03/2013

It is agreed that solely with respect to any Claim which is in part excluded from coverage pursuant to Section C,
Exclusions, subsection 4 of the Employment Practices Coverage Section, the Policy is amended as follows:
1. Section F, Settlement and Defense, subsections 1 and 5, of the Employment Practices Coverage Section, are each
deleted in their entirety and the following is inserted:
2.
1.
It shall be the duty of the Insureds and not the duty of the Insurer to defend any Claim.
5.
If the Insurer recommends a settlement within the Policy Limit of Liability which is acceptable to the claimant,
but the Insureds do not consent to such settlement within thirty (30) days of the date the Insureds are first
made aware of the potential settlement, the Insurer's liability for all Loss on account of such Claim shall not
exceed: (i) the amount for which the Insurer could have settled such Claim plus Costs, Charges and
Expenses incurred as of the date the potential settlement was proposed in writing by the Insurer to the
Insureds; and (ii) 80% of all subsequent covered Loss in excess of such amount, the remaining 20% of which
shall be borne by the Insureds uninsured and at their own risk.
Section H, Allocation, of the Employment Practices Coverage Section, is deleted in its entirety and the following is
inserted:
If a Claim includes both Loss that is covered under this Policy and loss that is not covered under this Policy, either
because the Claim is made against both Insureds and others, or the Claim includes both covered allegations and
allegations that are not covered, the Insureds and the Insurer shall allocate such amount between covered Loss
and loss that is not covered based upon the relative legal and financial exposures and the relative benefits obtained
by the parties. The Insurer shall not be liable under this Policy for the portion of such amount allocated to noncovered Loss.
PF-34215 (08/11)
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2011
Page 1 of 1
GENERAL TERMS AND CONDITIONS MISCELLANEOUS AMENDMENTS

Named Insured
Endorsement Number
I G2502090A 004
Policy Symbol
Policy Number
DON
I Polley Period
08/03/2013 to 08/03/2014
13
08/03/2013

It is agreed that the General Terms and Conditions are amended as follows:
1. The following sections are added:
Recoveries
Notwithstanding any subrogation provisions or other provisions of the Policy, any recoveries of payments
made by the Insurer shall be the sole property of the Insurer, but an amount equal to the amount of such
recoveries, minus all costs incurred by the Insurer to obtain such recoveries, shall reinstate, in such
amount, as of the date each recovery is received by the Insurer, the limits of liability of this Policy that were
eroded or exhausted by any payment under this Policy.
Foreign Liberalization
Where legally permissible, for Loss from that portion of any Claim maintained in a Foreign Jurisdiction or
to which the law of a Foreign Jurisdiction is applied, the Insurer shall apply to such Claim those terms
and conditions (and related provisions) of the Foreign Policy in such Foreign Jurisdiction that are more
favorable to such Insured than the terms and conditions of this Policy. However, this paragraph shall not
apply to any provision of any policy addressing limits of liability (primary, excess or sublimits), retentions,
other insurance, non-renewal, duty to defend, defense within or without limits, taxes, conformance to law or
excess liability coverage, any claims made provisions, and any endorsement to this Policy that excludes or
limits coverage for specific events or litigation or that specifically states that it will have worldwide effect.
State Amendatorv Inconsistency

If there is an inconsistency between a state amendatory endorsement attached to this Policy and any other
term or condition of this Policy, the Insurer shall, where permitted by law, apply either those terms and
conditions of the state amendatory endorsement or the Policy form which are more favorable to the
Insured's coverage.
2. The first sentence of Section B, Definitions, subsection 1, Application, is deleted in its entirety and the following is
inserted:
Application means all applications, including any attachments thereto, and all other information and materials
submitted by or on behalf of the Insureds to the Insurer in connection with the Insurer underwriting this Policy
or any policy with an inception date within twelve (12) months prior to the inception date of this Policy, of which
this Policy is a renewal or replacement.
3.
Section B, Definitions, is amended to add the following:
Foreign Jurisdiction means any jurisdiction, other than the United States or any of its territories or
possessions.
PF-34399 (02/12)
Page 1 of 3
20121m
4.
Foreign Policy means the Insurer's or any other member company of the ACE Group of Companies'
("ACE") standard directors' and officers' liability, employment practices liability and fiduciary or pension trust
liability policy, as applicable, (including all mandatory endorsements, if any) approved by ACE to be sold
within a Foreign Jurisdiction that provides coverage substantially similar to the coverage afforded under this
Policy. If more than one such policy exists, then Foreign Policy means the standard policy most recently
registered in the local language of the Foreign Jurisdiction, or if no such policy has been registered, then
the policy most recently registered in that Foreign Jurisdiction. The term Foreign Policy shall not include
any partnership managerial, pension trust or professional liability coverage.
Section D, Warranty And Non-Rescindability, is deleted in its entirety and the following is inserted:
D. WARRANTY AND NON-RESCINDABILITY
It is warranted that the particulars and statements contained in the Application are the basis of this Policy
and are to be considered as incorporated into and constituting a part of this Policy and each Coverage
Section. By acceptance of this Policy, the Insureds agree that the statements in the Application are their
representations, and that this Policy and each Coverage Section are issued in reliance upon the truth of such
representations.
For purposes of this Section, the knowledge of a natural person Insured shall not be imputed to any other
natural person Insured, and the knowledge of only the Parent Company's chief executive officer and chief
financial officer (and additionally, with respect to the Fiduciary Coverage Section, the Application signatory)
shall be imputed to an entity Insured.
This Policy and any Coverage Sections shall not be rescinded by the Insurer in whole or in part for any
reason.
5.
Section I, Run-Off Coverage and Termination of a Subsidiary, subsection 1, is amended to add the following:
d) If a Run-off Period is not elected and purchased, then coverage under this Policy will continue in full force
and effect until termination of this Policy, but only with respect to Claims for Wrongful Acts taking place
before such Takeover. Coverage under this Policy will cease as of the effective date of such Takeover with
respect to Claims for Wrongful Acts taking place after such Takeover. This Policy may not be canceled
after the effective time of the Takeover, and the entire premium for this Policy shall be deemed earned as of
such time.
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6.
Section J, Alternative Dispute Resolution, is deleted in its entirety and the following is inserted:
J. ALTERNATIVE DISPUTE RESOLUTION

In the event of a dispute or controversy arising out of or relating to this Policy or the breach, termination or
invalidity thereof, the Insured may commence a judicial proceeding or elect the alternative dispute resolution
proceeding process ("ADR") described below.
The Insurer shall submit any dispute or controversy arising out of or relating to this Policy or the breach,
termination or invalidity thereof to the ADR process described below.
Either an Insured or the Insurer may elect the type of ADR process discussed below; provided, however,
that the Insured shall have the right to reject the choice by the Insurer of the type of ADR process at any
time prior to its commencement, in which case the choice by the Insured of ADR process shall control.
There shall be two choices of ADR process: (1) non-binding mediation administered by any mediation facility
to which the Insurer and the Insured mutually agree, in which the Insured and the Insurer shall try in good
faith to settle the dispute by mediation in accordance with the then-prevailing commercial mediation rules of
the mediation facility; or (2) non-binding arbitration submitted to any arbitration facility to which the Insured
and the Insurer mutually agree, in which the arbitration panel shall consist of three disinterested individuals.
In either mediation or arbitration, the mediator or arbitrators shall have knowledge of the legal, corporate
management, or insurance issues relevant to the matters in dispute. In the event of arbitration, the decision
of the arbitrators shall be provided to both parties, and the award of the arbitrators shall not include attorneys'
fees or other costs. In the event of either mediation or arbitration, either party shall have the right to
commence a judicial proceeding; provided, however, that no such judicial proceeding shall be commenced by
the Insurer until the conclusion of the arbitration, or in the event of mediation, at least 60 days after the date
the mediation shall be deemed concluded or terminated. In all events, each party shall share equally the
expenses of the ADR process.
Either ADR process may be commenced in New York, New York or in the state indicated in Item A of the
Declarations as the principal address of the Parent Company. The Parent Company shall act on behalf of
each and every Insured in connection with any ADR process under this section.
Should the Insured elect to commence a judicial proceeding, the Insurer may pursue all of its rights and
remedies available in such judicial proceeding, and any requirement that the Insurer pursue an ADR process
shall no longer exist, regardless of whether the Insured maintains a judicial proceeding or not.
7.
Section
L,
Assistance,
Cooperation
and
Subrogation,
is
amended
to
add
the
following:
In no event, however, shall the Insurer exercise its rights of subrogation against a natural person Insured under
this Policy unless there is a final, non-appealable adjudication in an action or proceeding against such natural
person Insured, other than in an action or proceeding initiated by the Insurer to determine coverage under the
Policy, establishing (i) the gaining of any profit, remuneration or financial advantage to which a natural person
Insured was not legally entitled, or (ii) any dishonest, deliberately fraudulent or criminal act.
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DIRECTORS AND OFFICERS AND COMPANY MISCELLANEOUS AMENDMENTS

Named Insured
Endorsement Number

Polley Symbol
I Policy Period
I Polley Number
DON
08/03/2013 to 08/03/2014
G2502090A 004
14
08/03/2013

It is agreed that the Directors & Officers And Company Coverage Section is amended as follows:
1. Item C of the Declarations, section 2, Retentions, of the portion entitled Directors & Officers and Company, is
amended to add the following:
Corporate Homicide Investigation Costs Insuring Clause: Same retention amount as set forth above for
Insuring Clause 3.
2.
The following section is added:
Failure Or Refusal Of Company To Indemnity
If the Company refuses in writing to indemnify, advance or pay covered Loss of any of the Directors and
Officers and such covered Loss is within the Retention, then the Insurer shall advance such amounts on
behalf of the Directors and Officers until either (i) a Company has agreed to make such payments, or (ii) the
Retention has been satisfied. In no event shall any such advancement by the Insurer relieve any Company of
any duty it may have to provide advancement, payment or indemnification to any of the Directors and Officers.
Any payment or advancement by the Insurer within an applicable Retention shall apply towards the exhaustion
of the Limit of Liability.
If the Insurer pays under this Policy any indemnification, advancement or payment owed to any of the
Directors and Officers by any Company within an applicable Retention, then that Company shall reimburse
the Insurer for such amounts and such amounts shall become immediately due and payable as a direct
obligation of the Company to the Insurer.
3.

Corporate Homicide Investigation Costs
The Insurer shall pay on behalf of a Private UK Company up to $100,000 in Corporate Homicide
Investigation Costs incurred by the Private UK Company as a result of commencement and notice of a
Corporate Homicide Investigation first received by the Private UK Company during the Policy Period or any
applicable Extended Period.
4.
Section B, Definitions, subsection 1, Claim, paragraphs e and g, are deleted in their entirety and the following is
inserted:
e) an arbitration or mediation proceeding against any Insured seeking monetary damages or non-monetary or
injunctive relief;
g) a civil, criminal, administrative or regulatory investigation commenced by:
PF-34400 (02/12)
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(i)
(ii)
the service upon or other receipt by any natural person Insured of a written notice, including a Wells
Notice, investigative order, or subpoena; or
the service upon or other receipt by any Company of a written notice, including a Wells Notice, or
investigative order;
from the investigating authority identifying such natural person Insured as an individual, or such Company as
an entity, respectively, against whom a proceeding described in paragraphs c, d or f immediately above may
be commenced; or
i)
5.
Extradition Proceeding.
Section B, Definitions, subsection 4, Directors and Officers, paragraph (b), is deleted in its entirety and the following
is inserted:
b) an Employee of the Company and a member of an advisory board of the Company;
6.
Section B, Definitions, subsection 7, Loss, is deleted in its entirety and thefollowing is inserted:
7.
Loss means damages, judgments, settlements, pre-judgment or post-judgment interest awarded by a court,
and Costs, Charges and Expenses incurred by Directors and Officers under Insuring Clauses 1 or 2, or
the Company under Insuring Clause 3. Loss does not include:
a) taxes, fines or penalties, except civil penalties assessed against any of the Directors and Officers
pursuant to the Foreign Corrupt Practices Act at 15 U.S.C. 78dd-2(g)(2)(B) ("FCPA Claim"); provided,
however, the maximum limit of the Insurer's liability for all Loss in the aggregate arising from all such
FCPA Claims shall be $150,000 ("FCPA Sub-Limit of Liability"). The FCPA Sub-Limit of Liability shall
be part of the aggregate Limit of Liability stated Item C.1.c. of the Declarations for this Coverage Section.
b) matters uninsurable under the laws pursuant to which this Policy is construed. Provided, however, that
the Insurer shall not assert that the portion of any amounts representing a settlement, judgment or
Costs, Charges and Expenses in a Claim alleging violations of Section 11 or 12 of the Securities Act of
1933, where such Claim is arising from an offer, sale or purchase of Securities in a transaction that is
exempt from registration under the Securities Act of 1933, or any amendments thereto or any rules and
regulations promulgated thereunder, constitutes uninsurable loss, and shall treat such amounts as Loss
under the Policy.
c)
extent that such punitive or exemplary damages, or multiplied portion of any multiplied damage award are
insurable under the internal laws of any jurisdiction which most favors coverage for such damages and
which has a substantial relationship to the Insureds, Insurer, this Policy or the Claim giving rise to such
damages;
e) any amount for which the Insured is not financially liable or legally obligated to pay;
f)
the costs to modify or adapt any building or property to be accessible or accommodating, or more
accessible or accommodating, to any person; or
g) Clean Up Costs.
Provided, however, Loss shall also include, where permissible by law: (i) Costs, Charges and Expenses
incurred by a Director and Officer in connection with the defense or appeal of an Extradition Proceeding; (ii)
the premium for a bail bond, if bail is available for an Extradition Proceeding in the country at issue, but the
Insurer shall be under no obligation to provide such bail bond; and
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Subject to the other terms, conditions and exclusions of this Policy, Loss shall also include Costs, Charges and
Expenses for items specifically excluded from Loss pursuant to paragraphs (a) through (g) above.
7.
Section 8, Definitions, is amended to add the following:
of Pollutants;
Corporate Homicide Investigation means a criminal investigation under the Corporate Manslaughter and
Corporate Homicide Act, United Kingdom Statutes 2007, c. 19, sec. 1 et seq., {"Act") against a Private UK
Company, commenced by the service upon or other receipt by such Private UK Company of a written notice
or subpoena from the investigating authority of the United Kingdom identifying such Private UK Company as
an entity whom a criminal proceeding under the Act may be commenced.
Corporate Homicide Investigation Costs means:

1.
Costs, Charges and Expenses incurred by the Private UK Company in defending the Corporate
Homicide Investigation; and
2.
Corporate Homicide Investigation Public Relation Expenses.
Corporate Homicide Investigation Public Relation Expenses means the reasonable fees and related
expenses of a public relations firm or consultant, crisis management firm or. law firm, which the Private UK
Company may, in the reasonable exercise of its discretion, engage with the written consent of the Insurer,
not to be unreasonably withheld or delayed, in order to prevent or limit adverse effects or negative publicity
which it is anticipated may arise from a Corporate Homicide Investigation.
Employee means: (i) any person who was, now is or shall become a full-time or part-time employee of the
Company, including voluntary, seasonal, and temporary employees; (ii) any leased employee working for the
Company, but only if the Company provides indemnification to such leased employee in the same manner
as that provided to Employees who are not leased employees or independent contractors; and (iii) any
natural person independent contractor (or natural person provided by an entity independent contractor)
working for the Company pursuant to an express contract or agreement between the independent contractor
and the Company, which sets forth the nature of the retention of the
independent contractor, but only if the Company provides indemnification to such natural person in the same
manner as that provided to Employees who are not leased employees or independent contractors.
Extradition Proceeding means a formal written request, pursuant to an applicable treaty, from one country
(the "Requesting Country") to another country {the "Requested Country") to have a Director and Officer
extradited from the Requested Country to the Requesting Country.
Pollutants mean any substance exhibiting any hazardous characteristics as defined by, or identified on a list
of hazardous substances issued by the United States Environmental Protection Agency or any federal, state,
county, municipal or local counterpart thereof or any foreign equivalent. Such substances shall include,
without limitation, solids, liquids, gaseous or thermal irritants, contaminants or smoke, vapor, soot, fumes,
acids, alkalis, chemicals or waste materials. Pollutants shall also mean any other air emission, odor, waste
water, oil or oil products, infectious or medical waste, asbestos or asbestos products, noise, fungus (including
mold or mildew and any mycotoxins, spores, scents or byproducts produced or released by fungi, but does
not include any fungi intended by the Insured for consumption) and electric or magnetic or electromagnetic
field.
Private UK Company is a Subsidiary of the Parent Company, where such Subsidiary (1) is organized
under the laws of the United Kingdom, and (2) is comprised of securities that have not been the subject of a
public offering, solicitation, sale, distribution or issuance, and are not publicly traded.
PF-34400 (02/12)
2012fi!
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8.
The preamble to Section C, Exclusions, subsections 1 and 2, are deleted in their entirety and the following is inserted:
The Insurer shall not be liable for that portion of Loss under this Coverage Section on account of any Claim:
9.
Section C, Exclusions, subsection 1, Exclusions Applicable to All Insuring Clauses, paragraph (a), is deleted in its
entirety and the following is inserted:
a) for actual or alleged bodily injury, sickness, disease, death, false imprisonment, mental anguish, emotional
distress, invasion of privacy of any person, or damage to or destruction of any tangible or intangible property
including loss of use thereof, whether or not such property is physically injured; provided, however, this
exclusion shall not apply to any Claim brought directly, derivatively or otherwise by one or more securities
holders of the Company in their capacity as such.
10. Section C, Exclusions, subsection 1, Exclusions Applicable to All Insuring Clauses, paragraph (b)(i), is deleted in its
(i)
any Wrongful Act, fact, circumstance or situation which has been the subject of any written notice given
under any other management liability policy of which this Policy is a renewal or replacement or which it
succeeds in time;
11. Section C, Exclusions, subsection 1, Exclusions Applicable to All Insuring Clauses, paragraph (c), is deleted in its
entirety.
12. Section C, Exclusions, subsection 1, Exclusions Applicable to All Insuring Clauses, paragraph (e), subparagraph (iv),
is deleted in its entirety and the following is inserted:
(iv) is brought or maintained by any bankruptcy or insolvency trustee or bankruptcy appointed representative of
the Company, or receiver, examiner, liquidator or similar official, or creditors committee, for the Company; or
13. Section C, Exclusions, subsection 1, Exclusions Applicable to All Insuring Clauses, paragraph (f). is deleted in its
f)
(i) any deliberately fraudulent or criminal act of an Insured; provided, however this exclusion f)(i) shall not
apply unless and until there is a final, non-appealable adjudication in an action or proceeding against
such Insured as to such conduct, other than in an action or proceeding initiated by the Insurer to
determine coverage under the Policy, or
(ii) the gaining of any profit, remuneration or financial advantage to which any Directors and Officers
were not legally entitled; provided, however this exclusion f)(ii) shall not apply unless and until there is a
final, non-appealable adjudication in an action or proceeding against such Directors and Officers as to
such conduct, other than in an action or proceeding initiated by the Insurer to determine coverage
under the Policy.
14. Section C, Exclusions, subsection 1, Exclusions Applicable to All Insuring Clauses, paragraph (i), is deleted in its
i)
in any way involving any Wrongful Act actually or allegedly taking place or committed subsequent to a
Takeover, unless such Wrongful Act is the same Wrongful Act that took place on or prior to the Takeover.
15. Section C, Exclusions, subsection 1, Exclusions Applicable to All Insuring Clauses, paragraph (k), is deleted in its
PF-34400 (02112)
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2012i'!il
Page 4 of 6
k)
(i) any prior or pending litigation or administrative or regulatory proceeding, demand letter or formal
governmental investigation filed or pending against an Insured on or before the Continuity Date; or
{ii) any fact, circumstance, situation, transaction or event underlying or alleged in such litigation or
administrative or regulatory proceeding, demand Jetter or formal governmental investigation;
16. Section C, Exclusions, subsection 1, Exclusions Applicable to All Insuring Clauses, paragraph (1), is deleted in its
entirety.
17. Section C, Exclusions, subsection 1, Exclusions Applicable to All Insuring Clauses, paragraph (n), is amended to add
the following:
This exclusion shall also not apply to:
(i) any Claim for Loss alleging a Wrongful Act which occurred during the Insured's preparations to
commence an initial public offering ("IPO") and which occurred at any time prior to 12:01 a.m. on the date the
!PO commences ("IPO Effective Time"), including any Claim for Loss alleging a Wrongful Act which
occurred during the road show; provided, however that the coverage otherwise afforded under this paragraph
shall be deemed to be void ab initio effective the IPO Effective Time; provided, further, however, that
coverage shall not be deemed void ab initio if (1) the Claim is first made and reported pursuant to Section E,
Notification, paragraph 1 of this coverage part prior to the IPO Effective Time, and (2) a public company
D&O policy is not applicable to such Claim;
(ii) any Claim for Loss alleging a Wrongful Act arising out of the Insured's failure to commence an IPO; and
(iii) any Claim arising from an offer, sale or purchase of the Company's own securities if those securities are
notes, bonds or debentures or any other instrument representing a debt owed by the Company to the extent
such instruments would be deemed securities under the federal, state, local or foreign regulation, rule or
statute, or any common law, regulating securities, and only if such Securities were initially offered to the
public prior to the inception date of this Policy.
18. Section C, Exclusions, subsection 1, Exclusions Applicable to All Insuring Clauses, is amended to add the following:
with respect to the Corporate Homicide Investigation Costs Insuring Clause, any amounts incurred for
compliance with a Publicity Order pursuant to Section 10 of the Act.
19. Section D, Limit Of Liability And Retention, is amended to add the following:
The Insurer's maximum limit of liability for all Corporate Homicide Investigation Costs shall be $100,000
("Corporate Homicide Investigation Costs Sub-Limit Of Liability"). The Corporate Homicide Investigation
Costs Sub-Limit Of Liability shall be part of and not in addition to the aggregate Limit of Liability stated Item
C.1.c. of the Declarations for this Coverage Section.
20. Section E, Notification, subsection 1, is deleted in its entirety and the following is inserted:
1. The Insureds shall, as a condition precedent to their rights to payment under this Coverage Section only, give
Insurer written notice of any Claim as soon as practicable after the Parent Company's general counsel or
risk manager (or equivalent positions) first becomes aware of such Claim, but in no event later than ninety
(90) days after the end of the Policy Period, or respecting any Claim first made against the Insureds during
the Extended Period, if purchased, ninety (90) days after the end of the Extended Period.
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21. Section I, Allocation, is deleted in its entirety and the following is inserted:
I.
ALLOCATION
allegations and allegations that are not covered (hereinafter, "Allocated Claim"), the Insureds and the Insurer
shall allocate such amount between covered Loss (except for Costs, Charges and Expenses) and loss that is
not covered based upon the relative legal and financial exposures and the relative benefits obtained by the
parties. The Insurer shall not be liable under this Policy for the portion of such amount allocated to non-covered
Loss.
The above paragraph shall not apply to Costs, Charges and Expenses, and the Insurer shall pay
100% of Costs, Charges and Expenses arising out of a covered Allocated Claim, subject to all terms,
conditions, limitations and exclusions contained in the Policy and all endorsements thereto {whether
preceding or following this endorsement).
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fill
Page 6 of6
EMPLOYMENT PRACTICES MISCELLANEOUS AMENDMENTS

Named Insured
Endorsement Number
I Polley Number
Polley Symbol
DON
G2502090A 004
I 08/03/2013 to
15
Policy Period
08/03/2014
08/03/2013

It is agreed that the Employment Practices Coverage Section is amended as follows:
1.
Section B, Definitions, subsection 5, Employment Practices Claim, paragraphs (a) and (b), are each deleted in their
a) a written demand against an Insured for monetary damages or non-monetary or injunctive relief;
b) a civil, judicial, administrative, regulatory, arbitration or mediation proceeding against an Insured seeking
monetary damages or non-monetary or injunctive relief, commenced by the service of a complaint or similar
pleading, including any appeal therefrom;
2.
Section B, Definitions, subsection 6, Employment Practices Wrongful Act, paragraph (c), is deleted in its entirety
and the following is inserted:
c) abusive or hostile work environment, including workplace bullying;
3.
Section B, Definitions, subsection 7, Insured Persons, subsection a, is deleted in its entirety and the following is
inserted:
a) a director, officer or similar executive of the Company, or any member of the management board of the
Company;
4.
Section B, Definitions, subsection 13, Third Party Claim, paragraphs (a) and (b), are each deleted in their entirety
and the following is inserted:
a) any written demand for monetary damages or non-monetary or injunctive relief against an Insured;
b) a civil, judicial, administrative or arbitration or mediation proceeding against an Insured seeking monetary
damages or non-monetary or injunctive relief, including any appeal therefrom; or
5.
Section B, Definitions, is amended to add the following:
lndemnifiable Loss means Loss of an Insured Person resulting from any Claim which the Organization is
required or permitted by applicable law to indemnify, to the fullest extent so required or permitted, regardless
of whether or not such actual indemnification by the Company is made, except and to the extent such
indemnification is not made by the Company solely by reason of the Company's financial insolvency.
Non-lndemnifiable Loss means Loss of an Insured Person which is not lndemnifiable Loss.
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6.
he preamble to Section C, Exclusions, is deleted in its entirety and the following is inserted:
The Insurer shall not be liable for that portion of Loss under this Coverage Section on account of any Claim:
7.
Section C, Exclusions, subsection 2, paragraph (a), is deleted in its entirety and the following is inserted:
(a) any Wrongful Act, fact, circumstance or situation which has been the subject of any written notice given
under any other management liability policy of which this Policy is a renewal or replacement or which it
succeeds in time;
8.
Section C, Exclusions, subsection 3, is deleted in its entirety.
9.
Section C, Exclusions, subsection 6, is deleted in its entirety.
10. Section C, Exclusions, subsection 7, is deleted in its entirety and the following is inserted:
7.
in any way involving any Wrongful Act actually or allegedly taking place or committed subsequent to a
Takeover, unless such Wrongful Act is the same Wrongful Act that took place on or prior to the Takeover.
11. Section C, Exclusions, subsection 8, is deleted in its entirety and the following is inserted:
8. alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in consequence of, or in
any way involving:
(i) any prior or pending litigation or administrative or regulatory proceeding, demand letter or formal
governmental investigation, including without limitation any investigation by the U.S. Department of Labor or
the U.S. Equal Employment Opportunity Commission, filed or pending against an Insured on or before the
Continuity Date; or
(ii) any fact, circumstance, situation, transaction or event underlying or alleged in such litigation or
administrative or regulatory proceeding, demand letter or formal governmental investigation, including any
investigation by the U.S. Department of Labor or the U.S. Equal Employment Opportunity Commission;
12. Section C, Exclusions, subsection 9, is deleted in its entirety.
13. Section D, Limit Of Liability And Retentions, is amended to add the following:
No Retention shall apply to Non-lndemnifiable Loss.
1.
The Insureds shall, as a condition precedent to their rights to payment under this Coverage Section only, give
to Insurer written notice of any Claim made against the Insureds as soon as practicable after the Parent
Company's general counsel or risk manager (or equivalent positions) first becomes aware of such Claim, but
in no event later than ninety (90) days after the end of the Policy Period, or respecting any Claim first made
against the Insureds during the Extended Period, if purchased, ninety (90) days after the end of the Extended
Period.
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15. Section H, Allocation, is deleted in its entirety and the following is inserted:
H. ALLOCATION
allegations and allegations that are not covered (hereinafter, "Allocated Claim"), the Insureds and the Insurer
shall allocate such amount between covered Loss (except for Costs, Charges and Expenses) and loss that is
not covered based upon the relative legal and financial exposures and the relative benefits obtained by the
parties. The Insurer shall not be liable under this Policy for the portion of such amount allocated to noncovered Loss.
The above paragraph shall not apply to Costs, Charges and Expenses, and the Insurer shall pay 100% of
Costs, Charges and Expenses arising out of a covered Allocated Claim, subject to all terms, conditions,
limitations and exclusions contained in the Policy and all endorsements thereto (whether preceding or following
this endorsement).
16. The following section is added:
PAYMENT PRIORITY
If the amount of any Loss which is otherwise due and owing by the Insurer exceeds the then-remaining Limit of
Liability applicable to the Loss, the Insurer shall pay the Loss, subject to such Limit of Liability, in the following
priority:
a) first, the Insurer shall pay any covered Non-lndemnifiable Loss, in excess of any applicable Retention
shown in Item C of the Declarations; and
b) second, only if and to the extent the payment under subsection a above does not exhaust the applicable
Limit of Liability, the Insurer shall pay any other applicable Loss in excess of the Retention shown in Item
C of the Declarations.
c)
Subject to the foregoing subsection, the Insurer shall, upon receipt of a written request from the Chief
behalf of the Company until such time as the Chief Executive Officer of the Parent Company
designates, provided the liability of the Insurer with respect to any such delayed Loss payment shall not
be increased, and shall not include any interest, on account of such delay.
PF-34401 (02/12)
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Page 3 of3
FIDUCIARY MISCELLANEOUS AMENDMENTS

Named Insured
Endorsement Number
16
Policy Symbol
I G2502090A 004
Polley Number
DON
I 08/03/2013 to
Polley Period
08/03/2014
08/03/2013

It is agreed that the Fiduciary Coverage Section is amended as follows:
1. The following Sections are added:
FAILURE OR REFUSAL OF SPONSOR COMPANY TO INDEMNIFY

If the Sponsor Company and the applicable Plan refuse to indemnify, advance or pay covered Loss of an
Insured Person and such covered Loss is within the Retention, then the Insurer shall advance such
amounts on behalf of the Insured Person until either (i) a Sponsor Company or Plan has agreed to make
such payments, or (ii) the Retention has been satisfied. In no event shall any such advancement by the
Insurer relieve any Sponsor Company or Plan of any duty it may have to provide advancement, payment or
indemnification to any Insured Person. Any payment or advancement by the Insurer within an applicable
Retention shall apply towards the exhaustion of the Limit of Liability.
If the Insurer pays under this Policy any indemnification, advancement or payment owed to any Insured
Person by any Sponsor Company or Plan within an applicable Retention, then that Sponsor Company or
Plan shall reimburse the Insurer for such amounts and such amounts shall become immediately due and
payable as a direct obligation of the Sponsor Company or Plan to the Insurer.
RECOVERIES
Notwithstanding any subrogation provisions or other provisions of the Policy, any recoveries of payments
made by the Insurer shall be the sole property of the Insurer, but an amount equal to the amount of such
recoveries, minus all costs incurred by the Insurer to obtain such recoveries, shall reinstate, in such amount,
as of the date each recovery is received by the Insurer, the limits of liability of this Policy that were eroded or
exhausted by any payment under this Policy.
NO RECOVERY OF AMOUNTS PAID BY INSURER PRIOR TO DETERMINATION OF NO COVERAGE

The Insurer shall not seek repayment from an Insured of amounts previously paid to or on behalf of such
Insured prior to a determination that:
1. an Insured Person of the Sponsor Company alleged to be a Plan fiduciary is not a Plan fiduciary;
2. an alleged breach of fiduciary duty was a set~ or act;
3. an alleged Plan was not a plan or was not a covered Plan;
4. a Sponsor Company alleged to be the sponsor of a Plan was not the sponsor of the Plan; or,
5. any other allegation subsequently demonstrated to be incorrect places the Claim outside the grant of
coverage of this Policy.
PAYMENT PRIORITY
The Insurer shall pay all covered Loss under this Policy in the following priority: (i) first, the Insurer shall pay
any covered Non-lndemnifiable Loss of the Insured Persons; (ii) second, only if and to the extent the
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payments under (i) above does not exhaust the applicable Limit of Liability, the Insurer shall pay any covered
Loss of the Insured Persons, in excess of any applicable Retention; and, (iii) third, only if and to the extent
the payments under (i) and (ii) above do not exhaust the applicable Limit of Liability, the Insurer shall pay all
covered Loss of the Sponsor Company and any Plan, in excess of any applicable Retention.
Subject to the foregoing paragraph, the Insurer shall, upon receipt of a written request from the Chief
behalf of the Sponsor Company, until such time as the chief executive officer of the Parent Company
designates, provided the liability of the Insurer with respect to any such delayed Loss payment shall not be
increased, and shall not include any interest, on account of such delay.
ALLOCATION
allegations and allegations that are not covered (hereinafter, "Allocated Claim"), the Insureds and the
Insurer shall allocate such amount between covered Loss (except for Costs, Charges and Expenses) and
loss that is not covered based upon the relative legal and financial exposures and the relative benefits
obtained by the parties. The Insurer shall not be liable under this Policy for the portion of such amount
allocated to non-covered Loss.
The above paragraph shall not apply to Costs, Charges and Expenses, and the Insurer shall pay 100% of
Costs, Charges and Expenses arising out of a covered Allocated Claim, subject to all terms, conditions,
limitations and exclusions contained in the Policy and all endorsements thereto (whether preceding or
following this endorsement).
2. Section A, Insuring Clause, is amended to add the following:
Voluntary Compliance Program

Insurer shall pay Voluntary Compliance Loss of the Insureds relating to a Voluntary Compliance Notice
first given to the Insurer during the Policy Period or, if elected, the Discovery Period.
3. Section 8, Definitions, subsection 1, Administration, is amended to add the following:

Administration also means determining and calculating benefits, or preparing, distributing or filing required
notices or documents with respect to any Plan.
4. Section 8, Definitions, subsection 2, Claim, is deleted in its entirety and the following is inserted:
2.
Claim means:
a) a written demand against the Insured for monetary damages or non-monetary or injunctive relief (other
than an initial application for benefits), including but not limited to a written demand for a mediation,
arbitration or an alternative dispute resolution proceeding;
b) a civil, criminal, arbitration, mediation or other alternative dispute resolution proceeding against the
Insured commenced by the service of a complaint or similar pleading; a return of an indictment,
information, or similar document; or a demand for arbitration, mediation or other alternative dispute
resolution proceeding;
c) a civil, administrative or regulatory proceeding against the Insured commenced by the filing of a
complaint or similar document;
d) a fact-finding investigation by the U.S. Department of Labor, the U.S. Pension Benefit Guaranty
Corporation or any similar governmental authority anywhere in the world, including. without limitation the
Pensions Ombudsman appointed by the United Kingdom Secretary of State for Social Services or the
United Kingdom Occupational Pensions Regulatory Authority, commenced by the service upon or other
receipt by the Insured of a written notice or subpoena from the investigating authority identifying the
PF-34402 (02112)
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Insured as an individual or entity against whom a criminal, civil, administrative or regulatory proceeding
may be commenced;_
e) a Voluntary Compliance Notice;
f)
a written request received by an Insured to toll or waive a statute of limitations, relating to a potential
Claim described in paragraphs a through e above, inclusive; or,
g) a Plan Preliminary Investigation or an Adverse Benefits Appeal, if reported at the option of the
Insureds pursuant to Section E, Notification, as set forth in the subsection entitled Reporting A Plan
Preliminary Investigation or Adverse Benefits Appeal,
including any appeal from matters described in paragraphs a through c above, inclusive.
5.
Section B, Definitions, subsection 6, Insured Persons, is amended to add the following:

Insured Persons also means any past, present or future: (i) natural person member of a pension committee of a
Sponsor Company or of a Plan, in his or her capacity as a fiduciary or trustee of a Plan or in the Administration
of a Plan; or, (ii) natural person formerly serving in a capacity as set forth above, who subsequently serves in a
consulting or advisory capacity to a Plan if the Sponsor Company provides indemnification to such individual in
the same manner as is provided to other Insured Persons.
Insured Persons shall not include any individual in his or her capacity as an employee or executive with any third
party, including a service provider, other than a Corporate Trustee Company.
6.
Section B, Definitions, subsection 8, Insureds, paragraph d, is deleted in its entirety and the following is inserted:
Insureds also means any Plan Committee of a Sponsor Company, in its capacity as a fiduciary or trustee of a
Plan, or in its Administration of a Plan; or, Corporate Trustee Company.
7. Section B, Definitions, subsection 10, Loss, is deleted in its entirety and the following is inserted:
10. Loss means the monetary damages, judgments, any award of pre-judgment and post-judgment interest on
that part of any judgment paid under this Policy, settlements, Costs, Charges and Expenses and, solely
with respect to the Voluntary Compliance Loss Insuring Clause, Voluntary Compliance Loss which the
Insured becomes legally obligated to pay on account of any covered Claim for Wrongful Acts to which this
Policy applies.
Loss does not include the following:
a) any amount for which the Insured is not financially liable or which is without legal recourse to the
Insureds;
c)
extent that such punitive or exemplary damages or the multiple portion of any multiplied damage award
are insurable under the internal laws of any jurisdiction which most favors coverage for such damages
and which has a substantial relationship to the Insureds, Insurer, this Policy or the Claim giving rise to
such damages;
d) any obligation under a Plan to pay to a participant or beneficiary of the Plan money or property, or to
grant a privilege, right, option or perquisite, including any such obligation which would exist under a Plan
if the Plan complied with all applicable laws, or that portion of any settlement or judgment which
constitutes any such obligation, unless and to the extent that such obligation is based upon a covered
Wrongful Act by an Insured Person and such obligation is payable as a personal obligation of such
Insured Person; Loss, however, shall include damages, judgments (including pre/post-judgment interest
on a covered judgment) and settlements of a Claim against an Insured alleging a violation of any or the
responsibilities or duties imposed upon a fiduciary under the Employee Retirement Income Security Act of
PF-34402 (02/12)
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1974 ("ERISA"), as amended, resulting in a loss to a Plan or loss in the actual accounts of participants in
a Plan by reason of a decrease in value of the investments held by that Plan, including, but not limited to,
the securities of the Sponsor Company, regardless of whether the amounts sought in such Claim have
been characterized by plaintiffs as "benefits" or held by a court to be "benefits";
e) Cleanup Costs; or,
f)
taxes, fines or penalties except:

(i) the five percent (5%) or less, or the twenty percent (20%) or less, civil fines or penalties imposed
upon an Insured as a fiduciary under sections 502(i) or (1), respectively, of ERISA;
(ii) civil fines or penalties imposed by the Pension Ombudsman or Pensions Regulator appointed by
the United Kingdom Secretary of State for Social Services or by the United Kingdom Occupational
Pensions Regulatory Authority, pursuant to the English Pension Scheme Act 1993, the English
Pensions Act 1995, or rules or regulations thereunder;
(iii) solely with respect to the Voluntary Compliance Loss Insuring Clause, Voluntary Compliance
Loss;
(iv) civil fines or penalties imposed upon an Insured for inadvertent violations of the Pension Protection
Act of 2006 ("PPA Penalties");
(v) the 15% or less tax penalty imposed upon an Insured under Section 4975(a) of the Internal
Revenue Code of 1986, with respect to covered judgments ("Section 4975(a) Penalties");
(vi) civil fines or penalties imposed upon an Insured for violation of the privacy provisions of the Health
Insurance Portability and Accountability Act of 1996 but only if such violation is neither intentional
nor results from willful neglect ("HIPAA Penalties");
(vii) civil fines or penalties imposed under the Pension Protection Act of 2006, resulting from the
inadvertent failure to file annual reports under Section 502(c) of ERISA ("Section 502(c)
Penalties"); and
(viii)civil fines or penalties imposed under rules and regulations (including interim final rules and
regulations) provided by governmental agencies (including the U.S. Department of Health and
Human Services, the U.S. Department of the Treasury, the U.S. Internal Revenue Service
("IRS"), and the Department of Labor, the Office of Consumer Information and Insurance
Oversight, and the Employee Benefits Security Administration, for inadvertent violations by an
Insured of the Patient Protection and Affordable Care Act and the Health Care and Education
Reconciliation Act of 2010 ("Health And Patient Care Penalties").
Subject to the other terms, conditions and exclusions of this Policy, Loss shall also include Costs, Charges
and Expenses for items specifically excluded from Loss pursuant to (a) through (d), and (f), above.
Loss also means reasonable and necessary costs, charges, fees and expenses of an independent fiduciary if
such fiduciary is retained to review a proposed settlement of a covered Claim. Loss shall also include
reasonable and necessary costs, charges, fees and expenses of any legal counsel retained by such
independent fiduciary to assist with the review.
8.
Section B, Definitions, subsection 15, Sponsored Plan, is deleted in its entirety and the following is inserted:
15. Sponsored Plan means:
a) any Employee Benefit Plan, Pension Benefit Plan, or Welfare Benefit Plan which is operated by the
Sponsor Company for the benefit of the employees of the Sponsor Company;
b) any other plan, fund or program specifically included as a Sponsored Plan by endorsement to this
Policy; and
PF-34402 (02/12)
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c) any other employee benefit plan or program not subject to Title 1 of the Employee Retirement Income
Security Act of 1974, as amended, or any similar state or local common or statutory law, and any rules
and regulations promulgated thereunder, sponsored by the Sponsor Company for the benefit of the
employees of the Sponsor Company,
provided, however, that the Sponsored Plan shall not include any employee stock ownership plan or multiemployer plan, as defined in the Employee Retirement Income Security Act of 1974, as amended, or any
similar state or local common or statutory law, and any rules and regulations promulgated thereunder.
9.
Section B, Definitions, subsection 17, Wrongful Act, is amended to add the following:
Wrongful Act also means (i) the alleged or actual (a) improper or negligent selection of a Managed Care
Services provider or (b) denial or delay of any benefit under a health care, pharmaceutical, vision or dental Plan
of an Insured; (ii) the actual or alleged improper selection of or inadequate monitoring of third-party service
providers; and (iii) with respect to the Administration of a Plan, the alleged failure to properly and timely provide
COBRA notices or other required notices, or the alleged failure to make timely determinations of eligibility for
benefits.
10. Section B, Definitions, is amended to add the following definitions:
Adverse Benefits Appeal means an appeal of an adverse benefits determination by an Insured pursuant to
the DOL's claim procedure regulation at 29 C.F.R. Section 2560.503-1(h) or similar claim procedures
pursuant to applicable law.
of Pollutants.
Corporate Trustee Company means any entity formed and operating outside the United States of America
established by the Sponsor Company and duly appointed to act as a trustee of a Plan.
Managed Care Services means the administration or management of a health care, pharmaceutical, vision
or dental Plan utilizing cost control mechanisms, including, but not limited to, utilization review, case
management, disease management, pharmacy management, the use of a preferred provider medical, vision
or dental network, or a health maintenance organization.
Non-lndemnifiable Loss means Loss incurred by any Insured Person when and to the extent that the
Sponsor Company and Plan are either not permitted or required by applicable law to indemnify the Insured
Person for such Loss, or are unable to indemnify the Insured Person for such Loss by reason of the
Sponsor Company's financial insolvency.
Pollutants mean any substance exhibiting any hazardous characteristics as defined by, or identified on a list
of hazardous substances issued by the United States Environmental Protection Agency or any federal, state,
county, municipal or local counterpart thereof or any foreign equivalent. Such substances shall include,
without limitation, solids, liquids, gaseous or thermal irritants, contaminants or smoke, vapor, soot, fumes,
acids, alkalis, chemicals or waste materials. Pollutants shall also mean any other air emission, odor, waste
water, oil or oil products, infectious or medical waste, asbestos or asbestos products, noise, fungus (including
mold or mildew and any mycotoxins, spores, scents or byproducts produced or released by fungi, but does
not include any fungi intended by the Insured for consumption) and electric or magnetic or electromagnetic
field.
Plan Committee means any employee benefit committee, including, but not limited to, any plan investment or
administration committee, that is established by a Sponsor Company and that is comprised entirely of
Insured Persons.
Plan Preliminary Investigation means any fact-finding investigation in which a Wrongful Act is not alleged
in writing and which does not otheiWise fall within the definition of Section B, Definitions, subsection 2, Claim,
PF-34402 (02/12)
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paragraph d, commenced by the Department of Labor ("DOL") or the Pension Benefit Guaranty Corporation
("PBGC") or any similar governmental authority anywhere in the world, including without limitation the
Pensions Ombudsman or Pensions Regulator appointed by the United Kingdom Secretary of State for Social
Services or the United Kingdom Occupational Pensions Regulatory Authority. Plan Preliminary
Investigation shall not include any routine or regularly scheduled regulatory or internal supervision,
inspection, compliance, review, examination, production or audit, including any request for mandatory
information from a regulated entity, conducted in the normal review or compliance process of the Company,
or a law enforcement authority, governmental investigative authority or enforcement organization of a
securities or commodities exchange or other self-regulatory entity.
Voluntary Compliance Loss means fines, penalties, sanctions, voluntary correction fees, compliance fees or
user fees assessed against or collected from an Insured by the Internal Revenue Service pursuant to a
Voluntary Compliance Program for the actual or alleged inadvertent noncompliance by a Plan with any
statute, rule or regulation if participation by the Insured in such Voluntary Compliance Program results in
the Insured obtaining a "No Action" letter from the governmental authority; provided that Voluntary
Compliance Loss shall not include: (i) any costs to correct the non-compliance, or any other charges,
expenses, taxes or damages; or (ii) any fees, fines, penalties, sanctions or Costs, Charges or Expenses
relating to a Plan which, as of the earlier of inception of this Policy or inception of the first policy in an
uninterrupted series of policies issued by the Insurer of which this Policy is a direct or indirect renewal or
replacement, any Insured Person knew to be actually or allegedly non-compliant.
Voluntary Compliance Notice means prior written notice to the Insurer by the Insured of the Insured's
intent to enter into a Voluntary Compliance Program.
Voluntary Compliance Program means a written agreement to correct an inadvertent Plan defect under a
voluntary compliance resolution program or similar voluntary settlement program administered by the U.S.
Internal Revenue Service, the U.S. Department of Labor or other similar governmental authority, including
without limitation the Employee Plans Compliance Resolution System, the Audit Closing Agreement Program,
the Voluntary Compliance Resolution Program, the Walk-in Closing Agreement Program, the Administrative
Policy Regarding Self-Correction, the Tax Sheltered Annuity Voluntary Correction Program, the Delinquent
Filer Voluntary Compliance Program, and the Voluntary Fiduciary Correction Program, provided that such
agreement to correct such Plan defect was entered into in writing by the Insured with the U.S. Internal
Revenue Service during the Policy Period, or during the policy period of a policy issued by the Insurer of
which this Policy is a continuous renewal.
11. Section C, Exclusions, is deleted in its entirety and the following is inserted:
C. EXCLUSIONS
Insurer shall not be liable for that portion of Loss under this Coverage Section on account of any Claim:
a) for actual or alleged bodily injury, sickness, disease, death, false imprisonment, assault, battery, mental
anguish, emotional distress, or damage to or destruction of any tangible property including loss of use
thereof, whether or not such property is physically injured. Provided, however, that this exclusion shall not
apply to: (i) Costs, Charges and Expenses incurred in the defense of a Claim for a violation of ERISA
by an Insured; or (ii) the alleged or actual improper or negligent selection of a Managed Care Services
provider or denial or delay of any benefit under a health care, pharmaceutical, vision or dental Plan of an
Insured.
given under any other management liability policy of which this Policy is a renewal or replacement or
which it succeeds in time; or
PF-34402 (02/12)
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c) for any failure to comply with any statutory or common law governing workers' compensation,
unemployment, social security or disability benefits or any similar law; provided, however, this exclusion
shall not apply to any actual or alleged obligation of any Insured pursuant to the:
(i) Consolidated Omnibus Budget Reconciliation Act of 1985, as amended; or
(ii) Health Insurance Portability and Accountability Act of 1996, as amended;
i)
(i) any deliberately fraudulent or criminal act or any intentional or knowing violation of any law by an
Insured; provided, however, other than with respect to Loss comprised of HIPAA Penalties, this
exclusion d)(i) shall not apply unless and until there is a final, non-appealable adjudication in any
action or proceeding against such Insured as to such conduct, other than in an action or proceeding
initiated by the Insurer to determine coverage under the Policy, or
(ii) the gaining of any profit, remuneration or financial advantage to which any Insured Person was not
legally entitled; provided, however this exclusion d)(ii) shall not apply unless and until there is a final,
non-appealable adjudication in any action or proceeding against such Insured Person as to such
conduct, other than in an action or proceeding initiated by the Insurer to determine coverage under
the Policy.
j)
against any Subsidiary or any of the Insured Persons of a Subsidiary alleging, based upon, arising out
of, attributable to, directly or indirectly resulting from, in consequence of, or in any way involving any
Wrongful Act actually or allegedly committed or attempted by a Subsidiary or any of the Insured
Persons of a Subsidiary:
(i) before the date such entity became a Subsidiary or after the date such entity ceased to be a
Subsidiary; or
(ii) occurring while such entity was a Subsidiary which, together with a Wrongful Act occurring before
the date such entity became a Subsidiary, would constitute Interrelated Wrongful Acts;
k)
or in any way involving any Wrongful Act actually or allegedly taking place or committed subsequent to a
Takeover, unless such Wrongful Act is the same Wrongful Act that took place on or prior to the
Takeover;
I)
(i) any prior or pending litigation, arbitration, or administrative or regulatory proceeding, demand letter or
formal governmental investigation filed or pending against an Insured on or before the Continuity
Date; or
(ii) any fact, circumstance, situation, transaction, cause or event underlying or alleged in such litigation,
arbitration, administrative or regulatory proceeding, demand letter or formal governmental

investigation;
h) alleging, based upon, arising out of, attributable to, directly or indirectly resulting from, in consequence of,
or in any way involving, any Wrongful Act actually or allegedly committed subsequent to a Plan
Termination; provided, however, that this exclusion shall only apply to those Plans which were the
subjects of the Plan Termination and only for Wrongful Acts taking place subsequent to the date of the
distribution of the last asset of such Plan;
i)
PF-34402 (02/12)
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or in any way involving any employment or employment-related matters; provided, however, this
exclusion shall not apply to any Claim where such employment or employment-related matters involve
2012
Page 7 of 9
actual or alleged violations of the Employee Retirement Income Security Act of 1974, as amended, or any
similar state or local common or statutory law, and any rules and regulations promulgated thereunder;
j)
for any violation of the responsibilities, obligations or duties imposed by any federal, state, or local
statutory law or common law anywhere in the world (including the Fair Labor Standards Act) or
amendments to or regulations promulgated under any such law that governs wage, hour and payroll
policies and practices;
k) which is covered under any other Coverage Section of this Policy.

No Wrongful Act of one or more Insureds shall be imputed to any other Insureds for the purpose of
determining the applicability of any of the above exclusions.
12. Section D, Limit of Liability And Retention, subsection 4, is deleted in its entirety and the following is inserted:
4.
Payments of Loss by Insurer shall reduce the Limit(s) of Liability under this Coverage Section. Costs,
Charges and Expenses are part of, and not in addition to, the Limit(s) of Liability and payment of Costs,
Charges and Expenses reduce the Limit(s) of Liability. If such Limit(s) of Liability are exhausted, the
obligations of the Insurer under this Coverage Section are completely fulfilled and extinguished.
13. Section D, Limit of Liability And Retention, is amended to add the following:
10. Notwithstanding any of the terms of this Policy which might be construed otherwise, the maximum aggregate
liability of the Insurer and any of its affiliates under this Policy for Loss on account of:
(i)
(ii)
(iii)
(iv)
(v)
(vi)
PPA Penalties, shall be $50.000:

Section 4975{a) Penalties, shall be $50.000:
HIPAA Penalties, shall be $1.000.000 or the applicable Limit of Liability set forth in Item C of the
Declarations, whichever is less.
Section 502(c) Penalties, shall be $50.000
Health And Patient Care Penalties, shall be $50,000; and
Voluntary Compliance Loss, shall be $100.000;
Each Sub-Limit Of Liability set forth in (i) through (vi) above shall be the maximum liability of the Insurer for
all such Loss under the Policy. Each Sub-Limit Of Liability is part of, and not in addition to, the applicable
Limit of Liability set forth in Item C of the Declarations and in no way shall be deemed to increase the Limit of
Liability as set forth therein.
No Retention shall apply to the following:

(i) PPA Penalties;
(ii) Section 4975(a) Penalties;
(iii) HIPAA Penalties;
(iv) Section 502(c) Penalties;
(v) Health And Patient Care Penalties;
(vi) Voluntary Compliance Loss; and
(vii) Non-lndemnifiable Loss.
1. The Insureds shall, with respect to any Claim other than a Plan Preliminary Investigation or Adverse
Benefits Appeal, and as a condition precedent to their rights to payment under this Coverage Section only,
give Insurer written notice of any Claim as soon as practicable after the Parent Company's general counsel or
risk manager (or equivalent positions) first becomes aware of such Claim, but in no event later than ninety (90)
days after the end of the Policy Period, or respecting any Claim first made against the Insureds during the
Extended Period, if purchased, ninety (90) days after the end of the Extended Period.
PF-34402 (02/12)
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15. Section E, Notification, is amended to add the following:
Reporting A Plan Preliminary Investigation Or Adverse Benefits Appeal

If, during the Policy Period or, if elected, the Extended Period, the Insureds first become aware of a Plan
Preliminary Investigation or Adverse Benefits Appeal, and if the Insureds give written notice to the Insurer
as soon as practicable after the Parent Company's general counsel or risk manager, or equivalent positions,
first learn of the Plan Preliminary Investigation or Adverse Benefits Appeal, but in no event later than 90
days after the termination of the Policy Period or, if elected, the Extended Period, of the entity conducting the
Plan Preliminary Investigation or the person initiating the Adverse Benefits Appeal, the circumstances by
which the Insureds first became aware of the Plan Preliminary Investigation or Adverse Benefits Appeal;
and particulars as to dates and persons involved, then the Plan Preliminary Investigation or Adverse
Benefits Appeal shall be treated as a Claim under this Policy, and the reasonable and necessary costs,
charges, fees and expenses incurred by an Insured solely in connection with the defense of a Plan
Preliminary Investigation or Adverse Benefits Appeal shall be covered, subject to the other terms,
conditions and limitations of this Policy. Any other Claim which arises out of such Plan Preliminary
Investigation or Adverse Benefits Appeal shall be deemed to have been first made at the time such written
notice was received by the Insurer. However, if the Insureds elect not to report a Plan Preliminary
Investigation or Adverse Benefits Appeal, then any subsequent Claim which arises out of the Plan
Preliminary Investigation or Adverse Benefits Appeal shall be subject to the reporting requirements of
subsection 1 above, and coverage for such subsequent Claim will not be denied because of the Insureds'
failure to report the Plan Preliminary Investigation or Adverse Benefits Appeal pursuant to this paragraph.
PF-34402 (02/12)
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LOSS DISCOVERED CONVERSION ENDORSEMENT

Named Insured
Endorsement Number
17
PoHcy Symbol
I G2502090A 004
Policy Number
DON
I 08/03/2013 to
Polley Period
08/03/2014
08/03/2013

It is agreed that the Crime Coverage Section is amended as follows:
1. The first paragraph of Section A, Insuring Clauses, is deleted in its entirety and the following is inserted:
Coverage is provided under the following Insuring Clauses for which a Limit of Liability is shown in the
Declarations and applies to loss that the Company sustains resulting directly from an Occurrence taking place at
any time but which is Discovered by the Company during the Policy Period shown in the Declarations, or during
the period of time provided in Section D, Conditions, subsection 1.h., Extended Period To Discover Loss:
2.
Section D, Conditions, subsection k, Loss Sustained During Prior Insurance Issued By Insurer Or Any Affiliate and
subsection I, Loss Sustained During Prior Insurance Not Issued By Insurer Or Any Affiliate, are each deleted in their
k) Discovery
The Insurer will pay for loss that the Company sustained directly from an Occurrence which is Discovered:
(i) during the Policy Period shown in the Declarations; or
(ii) during the period of time provided in Section D, Conditions, subsection h, Extended Period To Discover Loss.
I) Policy Bridge-Discovery Replacing Loss Sustained
If this Policy replaces insurance that provided the Company with an extended period of time after cancellation in
which to discover loss and which did not terminate at the time this Policy became effective:
(i) the Insurer will not pay for any loss that occurred during the Policy Period of that prior insurance which is
Discovered during the extended period to Discover loss, unless the amount of loss exceeds the Limit of
Insurance and Deductible Amount of that prior insurance. In that case, the Insurer will pay for the excess
loss subject to the terms and conditions of this Policy;
(ii) however, any payment the Insurer makes for the excess loss will not be greater than the difference between
the Limit of Insurance and Deductible Amount of that prior insurance and the Limit of Insurance shown in the
Declarations. The Insurer will not apply the Deductible Amount shown in the Declarations to this excess loss.
3. Section D, Conditions, is amended to add the following:
Limit of Liability
The most the Insurer will pay for all loss resulting directly from an Occurrence is the applicable Limit of Liability
shown in the Declarations.
PF-35072a (10/12)
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Page 1 of2
If any loss is covered under more than one Insuring Clause, the most the Insurer will pay for such loss shall not
exceed the single largest applicable Limit of Liability.
Other Insurance
This insurance does not apply to Joss recoverable or recovered under any other insurance or indemnity.
However, if the limit of the other insurance or indemnity is insufficient to cover the entire amount of the loss, this
Crime Coverage Section will apply to that part of the loss, other than that falling within any deductible amount,
not recoverable or recovered under the other insurance or indemnity. This Crime Coverage Section will not
apply to the amount of loss that is more than the applicable Limit of Liability as stated in the Declarations.
4.
Section C, Exclusions, subsection 1, paragraph b, is deleted in its entirety.
PF-35072a (10/12)
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CREDIT, DEBIT AND CHARGE CARD FRAUD DEDUCTIBLE- CRIME

Named Insured
Endorsement Number
18
Polley Symbol
DON
I G2502090A 004
Policy Number
I 08/03/2013 to
Policy Period
08/03/2014
08/03/2013

It is agreed that Section D, Conditions, subsection 2, Conditions Applicable To Insuring Agreement A.2,
paragraph a, Deductible Amount, is amended to add the following.
Provided, however, the Single Loss deductible for written instruments required in conjunction with
any credit, debit or charge card issued to the Company, or any Employee on behalf of the
Company, shall be $5,000.
PF-35073 (01/12)
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CLAIM INVESTIGATION EXPENSE COVERAGE- SUBLIMIT

Named Insured
Endorsement Number

Polley Symbol
I Policy Number
I Policy Period
DON
G2502090A 004
08/03/2013 to 08/03/2014
19
08/03/2013

It is agreed that the Crime Coverage Section is amended as follows:

1.
Claims Investigation Expense
The Insurer will pay the reasonable and necessary costs, fees or other expenses incurred in excess of
the deductible amount of $5,000 and paid by the Company to an independent accounting, auditing or
other service used to determine the amount of loss occurring from a valid and covered claim ("Claims
Expense"). Provided, however, any such payment shall only be made after the settlement of all covered
loss and only if such covered loss is in excess of the deductible of the Insuring Clause where coverage is
afforded under this Policy.
The Insurer's maximum liability for all such Claims Expenses shall be $25,000 ("Claims Expense
Limit"). The Claims Expense Limit shall be part of and not in addition to the applicable Limit of Liability
otherwise stated in Item C of the Declarations, and will in no way serve to increase the Insurer's Limit of
Liability as therein provided.
2.
Section C, Exclusions, subsection 1, paragraph f{iii), is deleted in its entirety.
PF-35074 (01/12)
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REMOVE ACQUISITION THRESHOLD - CRIME

Named Insured
Endorsement Number

Policy Symbol
I Policy Number
I Policy Period
DON
G2502090A 004
08/03/2013 to 08/03/2014
20
.
08/03/2013

It is agreed that Section D, Conditions, subsection 1, Conditions Applicable To All Insuring Agreements, paragraph d,
Consolidation - Merger Or Acquisition, of the Crime Coverage Section, is deleted in its entirety and the following is
inserted:
d) Consolidation - Merger Or Acquisition
If the Company consolidates or merges with, or purchases or acquires the assets or liabilities of, another entity,
then subject to the terms and conditions of this Policy such consolidated or merged entity or purchased or acquired
assets or liabilities shall be covered under this Coverage Section, but only with respect to Occurrences after the
effective date of such consolidation, merger or purchase or acquisition of assets or liabilities.
PF-35082 (02/12)
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Page 1 of 1
AMEND MISCELLANEOUS ENDORSEMENT (SPECIFIED SECTION)

Named Insured
Endorsement Number
Policy Symbol
Policy Number
DON
G2502090A 004
.I 08/03/2013 to
Policy Period
21
08/03/2014
08/03/2013

It is agreed that Section 1.s.l.ili) of the PF-34400 (02/12) endorsement is deleted in its entirety.
Authorized Repres~ntative
PF-39133 (09/12)
p
20121!
Page 1 of 1
DISCLOSURE PURSUANT TO TERRORISM RISK

INSURANCE ACT
Named Insured
Endorsement Number
I G2502090A 004
Policy Symbol
Policy Number
DON
I 08/03/2013 to
22
Policy Period
08/03/2014
08/03/2013

Disclosure Of Premium
In accordance with the federal Terrorism Risk Insurance Act, we are required to provide you with a notice disclosing the
portion of your premium, if any, attributable to coverage for terrorist acts certified under the Terrorism Risk Insurance Act.
The portion of your premium attributable to such coverage is shown in this endorsement or in the policy Declarations.
Disclosure Of Federal Participation In Payment Of Terrorism Losses
The United States Government, Department of the Treasury, will pay a share of terrorism losses insured under the federal
program. The federal share equals 85% of that portion of the amount of such insured losses that exceeds the applicable
insurer retention. However, if aggregate insured losses attributable to terrorist acts certified under the Terrorism Risk
Insurance Act exceed $100 billion in a Program Year (January 1 through December 31 ), the Treasury shall not make any
payment for any portion of the amount of such losses that exceeds $100 billion.
Cap On Insurer Participation In Payment Of Terrorism Losses
If aggregate insured losses attributable to terrorist acts certified under the Terrorism Risk Insurance Act exceed $100
billion in a Program Year (January 1 through December 31) and we have met our insurer deductible under the Terrorism
Risk Insurance Act, we shall not be liable for the payment of any portion of the amount of such losses that exceeds $100
billion, and in such case insured losses up to that amount are subject to pro rata allocation in accordance with procedures
established by the Secretary of the Treasury.
We are providing you with the terrorism coverage required by the Act. We have not established a separate price for this
coverage; however the portion of your annual premium that is reasonably attributable to such coverage is: $0.
Authorized Agent
Page 1 of 1
TRIA12b (01/08)
Includes copyrighted material of Insurance Services office, Inc., with its permission
QUESTIONS ABOUT YOUR INSURANCE?

Answers to questions about your insurance, coverage information, or assistance in resolving complaints
can be obtained by contacting:
ACE Customer Support Services Department:
436 Walnut Street
Philadelphia, Pennsylvania 19106-3703
Telephone Number: 1-800-352-4462
Email: ACEUSCustomerServices@ACEgroup.com
The lllinois Department of Insurance may also be contacted for assistance. Insurance
analysts are available to answer general questions by phone at our toll-free Consumer
Assistance Hotline (866) 445-5364. However, complaints must be submitted in writing.
How to file a complaint with the Insurance Department:

Complaints may be submitted in the following ways:
ALL-18653c (05/12)
On-line at
https:/linsurance.illinois.gov/applications/ComplaintForms/default.aspx
and by following the instructions posted.
By fax: (217) 558-2083
By email at consumer_complaints@ins.state.il.us
By mail: 320 W. Washington St. Springfield, IL 62767
ACE Producer Compensation

Practices & Policies
ACE believes that policyholders should have access to information about ACE's practices and policies related to the
payment of compensation to brokers and independent agents. You can obtain that information by accessing our website
at http://www.aceproducercompensation.com or by calling the following toll-free telephone number: 1-866-512-2862.
ALL-20887 (10/06)
TRADE OR ECONOMIC SANCTIONS ENDORSEMENT

Named Insured
Endorsement Number
23
Policy Symbol
Policy Period
08/03/2013 to 08/03/2014
08/03/2013
DON
Policy Number
G2502090A 004
This insurance does not apply to the extent that trade or economic sanctions or other laws or regulations prohibit us from
providing insurance, but not limited to, the payment of claims. All other terms and conditions of policy remain unchanged.
Authorized Agent
ALL-21101 (11-06) Ptd.ln U.S.A.
IL P 001 01 04
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.
IL P 001 01 04
ISO Properties, Inc., 2004
Page 1 of 1
ace usa
U.S. Treasury Department's Office

Of Foreign Assets Control ("OFAC")
This Policyholder Notice shall not be construed as part of your policy and 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.
PF-17914 (2/05)
Reprinted, in part, with permission of

ISO Properties, Inc.
Page 1 of 1

ALTOM TRANSPORT, INC. v. WESTCHESTER FIRE INSURANCE COMPANY Et Al Complaint

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ALTOM TRANSPORT, INC. v. WESTCHESTER FIRE INSURANCE COMPANY Et Al Complaint

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Case: 1:14-cv-09547 Document #: 1-1 Filed: 11/28/14 Page 1 of 209 PageID #:6

(2/28/11) CCG NOOl

IN THE CIRCUIT COURT OF COOK COUNTY, ILLINOIS

ALTOM TRANSPORT, INC.

(Name all parties)

(!)SUMMONS QALIAS SUMMONS

District 3 - Rolling Meadows

Name: Emerson Law Group, P.C.

Date of servic9:Cnmnnr !R!ROWiU 0CJ 3 0

Service by Facsimile Transmission will he accepted at:--------------.,-,--:::--:--,...,..,-----,,-:-:-----------(Area Code)

(Facsimile Telephone Number)

DOROTHY BROWN, CLERK OF THE CIRCUIT COURT OF COOK COUNTY, ILLINOIS

Chancery Division Civil Cover Sheet- General Chancery Section

(Rev. 11106/13) CCCH 0623

IN THE CIRCUIT COURT OF COOK COUNTY, ILLINOIS

ALTOM TRANSPORT, INC.,

Atty. No.: _5_8_13_9_ _ _ __

Service via email from the opposing party/counsel will be

By: Emerson Law Group, P.C.

Name: Eric J. Emerson, Brett L. Warning

by consent pursuant to Ill. Sup. Court Rules 11 and 131.

DOROTHY BROWN, CLERK OF THE CIRCUIT COURT OF COOK COUNTY, ILLINOIS

Case: 1:14-cv-09547 Document #: 1-1 Filed: 11/28/14 Page 4 of 209

IN THE CIRCUIT COURT OF COOK COUNTY ILLINOIS

COMPLAINT FOR DECLARATORY JUDGMENT

STAMPLEY ("Mr. Stampley"), pursuant to 735 ILCS 5/2-701:

:.:.:, :-1 -'

Altom Transport is a corporation licensed to do business in !,_he "State of::flli!JP.!s

and does business in Cook County.

Westchester is an insurance company licensed to transact business in the State of

Illinois and does business in Cook County.

This declaratory action concerns coverage

obligations owed by Westchester to Altom Transport under Westchester insurance policy

An actual and justiciable controversy exists between Altom Transport and

Westchester as to whether Westchester owes insurance coverage obligations to its policyholder,

Altom Transpmt is a federally licensed tank-truck motor carrier (U.S. DOT

Altom Transport has both employee drivers and owner-operator drivers.

purported class of former and undisclosed Altom Transport owner-operator drivers.

Westchester, requesting that Westchester provide it with a defense and indemnity.

Westchester denied Altom Transport's tender and request in correspondence of

Westchester has neither defended Altom Transport under a reservation of rights

As a result of Westchester's refusal to defend, Altom Transport retained counsel,

was set to expire on October 17, 2014 at 9:00a.m.

Remarkably, Westchester did not respond substantively to the demand-- or even

acknowledge receipt of Altom Transport's request -- thereby squandering any opportunity to

had withdrawn his settlement demand. See correspondence attached as Exhibit F.

increased to $2.3 million with an expiration date of October 31, 20 14.

Altom Transport advised Westchester of the increased demand on October 28,

As of the date of the filing of this Complaint, Westchester has failed to

communicate with Altom Transport in any way.

Altom Transport is an insured under Westchester policy bearing policy number

Policy ("Westchester policy"). A copy of the Westchester policy is attached as Exhibit H.

during the policy period.

The Westchester policy contains the following insuring agreement:

The Insurer [Westchester] shall pay the Loss of the Company

The Westchester policy includes the following relevant definitions:

c) A civil proceeding against any Insured seeking

Wrongful Act means any actual or alleged error, omission,

the Company, but only with respect to Insuring Clause 3

Endorsement No. 14 to the Westchester policy amends the definition of Loss in

(Wrongful Refitsa! of Duty to Defend)

Altom Transport re-alleges the allegations contained in Paragraphs 1 through 31