You invest in your executives. Protect that investment

You invest in your executives. Protect that investment GALLAGHER MANAGEMENT LIABILITY PRACTICE

Executive management has unique liabilities. It takes a unique risk management company to cover them. Our Management Liability Practice is a multinational practice dedicated to client consultation regarding all aspects of executive liabilities, plus expert management liability insurance placement services. Our specialized coverage expertise includes: Directors & Officers Liability Employment Practices Liability Pension and Welfare Fund Fiduciary Liability Professional Liability and Errors & Omissions Employee Dishonesty (Crime) and Fidelity Bonding Kidnap, Ransom & Extortion Cyber/Internet Liability Representations & Warranties, Tax Liability and Contingent Liability Insurance We know management liability and what it takes to do it right. Our Management Liability Practice offers unparalleled experience, analytical capabilities, a consultative approach, and expert insurance broking services to all clients. With an unyielding commitment to accountability, we: Apply our expertise and proprietary loss modeling to assist you in establishing prudent risk management and risk transfer objectives. Use our coverage terms and conditions insight, along with our strong national carrier relationships, to obtain favorable management liability terms, conditions and pricing. Customize our claims advocacy approach and services to obtain the best possible claim results for you. Take on research and analysis projects that will reduce your risk management team s workload. 2

You are more than a client. You are a long-term partner. Client stewardship with flawless execution drives every advisor at Arthur J. Gallagher & Co. Why? Building trusted relationships even friendships with our clients leads to superior solutions for them. Absolute integrity and expertise from your advisor, innovative, tailored solutions, and the buying power of our global carrier network all combine with our client stewardship to provide industry-recognized client satisfaction. From day one we intend for you to be a long-term partner at Arthur J. Gallagher & Co. As such, not only do we get to truly know you and tailor solutions to your business, we stay engaged. Times, businesses and solutions evolve. Our depth of resources and agility allow us to respond to your evolving needs. THE ONLY BROKER TO BE NAMED ONE OF THE WORLD S MOST ETHICAL COMPANIES. 1 At A Glance Gallagher Management Liability Practice 21 Locations 207 Employees $1.1 billion Premiums 3

In risk management what matters is Total Cost of Risk. The value we bring is focusing on the big picture. Your insurance premiums, while significant, represent a relatively small portion of your potential total cost of risk. We focus our efforts on the bigger picture to help you manage your risk effectively by: Helping you determine appropriate limits Assessing optimal levels of retained risk Avoiding coverage gaps Providing innovative solutions Achieving your pricing goals While our size and trading relationships ensure we achieve superior pricing results, our team of dedicated professionals is committed to providing the tools and resources necessary to manage the other contributing factors to your total cost of risk. Among our proprietary tools are our various limit models, Norton-Bastian Coverage Index, Gallagher Coverage Adequacy Rating (GCAR), and our International D&O Risk Matrix. Armed with such innovative tools, Gallagher will provide the advice and supporting information necessary to make informed risk management decisions. Achieve Your Pricing Goals Expert Client Advisors Superior Market Leverage Long-Term Focus Trusted Partnerships Utmost Negotiation Integrity Integrated Client Advisory Gallagher Market Pricing Model Insurance Premiums Insufficient Limits Losses Determine Appropriate Limits Proprietary Risk Modeling Securities Class Actions Side A Coverage Employment Class Actions Cyber/Privacy/Security Retirement Plan Assets Employee Dishonesty/Fidelity Statistical Peer Analysis Historical Claims Analysis BROKER $ Provide Innovative Solutions Reputational Risk Coverage Reps and Warranties/Transactional Products Entity Investigation Costs Coverage Captive Solution Capabilities Whitepapers and Advisors Uninsurable/ Uninsured Losses Coverage Gap Losses Losses Within Deductible/ Retention Optimize Retained Risk Risk/Reward Analysis Benchmarking Claim Advocacy Emerging Trend Considerations Avoid Coverage Gaps Gallagher Coverage Adequacy Rating (GCAR) Norton-Bastian Coverage Index Subject Matter Experts International Risk Matrix Invested Client Service Team 4

In risk assessment, there is no such thing as overanalyzing. Gallagher Risk Modeling We perform a Directors & Officers Liability (D&O) Limits Analysis, using three distinct analytics to recommend an appropriate range of limits. These are: A peer analysis or benchmarking of limits using unbiased third-party databases. Our proprietary statistical loss model, which incorporates metrics used by the plaintiff s bar to model loss values associated with class-action securities litigation related to allegations of inadequate or inaccurate disclosure. The loss model s assumptions are routinely updated from knowledgeable sources to ensure relevancy. A review of historical D&O claims with losses in excess of $10 million, and an evaluation of the potential impact of such losses to your company. We then synthesize the results to produce a recommended level of limits. This will provide your board with the information needed to assess your management liability risks and decide how to most appropriately cover them. $150 D&O LIMIT SIDE A $75 $35 $35 $30 $105 $65 $80 $75 $0 PEER ANALYSIS AJG MODEL HISTORICAL RECOMMENDED NORTON BASTIAN INDEX FOR D&O COVERAGE QUALITY 1.5 1.4 1.3 1.2 1.1 1.0 0.9 0.8 0.7 1980 1985 1990 1995 2000 2005 2010 2015 YEAR 5

Directors & Officers Liability Coverage Analysis We also monitor market changes in D&O policy provisions. Results of our analysis are depicted in the Norton-Bastian Index. This index alters depending on new coverage granted or new restrictions prevalent in the market. With the index as a guide, we can evaluate our clients D&O programs and illustrate how their coverage stacks up in the market. The index, and where your company falls on it, provides a solid metric to board members. International D&O Risk Matrix Management liability insurers are adapting to global issues. A growing concern is ensuring local policies are purchased in countries in which the insured operates. There are very real risks not properly addressed under the non-admitted D&O policies with worldwide coverage territories. To assess these risks, we developed an International D&O Risk Matrix. It analyzes and illustrates local legal and regulatory environments to identify countries where placing a locally admitted D&O policy is advisable. Pension and Welfare Plan Fiduciary Liability Limits Analysis We also use three analytics to assist you in evaluating your pension and welfare plan Fiduciary Liability exposure. These include: Peer analysis or benchmarking. A proprietary loss model based on total plan assets, defined benefit plan assets and 401(k) plan values. An evaluation of historical claim values from a variety of sources, including the leading insurance companies. Employment Practices Liability (EPL) Limits Analysis Arthur J. Gallagher & Co. utilizes an EPL loss database in order to model risk in terms of both single plaintiff exposure and discrimination class-action claims. As the potential size of EPL claims are directly related to the size and diversity of the insured organization, our loss model has proven to be quite effective as it relates exposure to the number of employees, type and mix of employees, and location of operations. We further provide multidimensional EPL benchmarking reports as well as a review of historical claims with EPL losses in excess of $1 million, taken from the extensive database. Commercial Crime/Fidelity Insurance Limits Analysis We also use three evaluations in order to suggest minimum limits of liability for crime exposure. These are: A peer analysis using industry-leading third-party databases. An exposure index developed by the Surety Association of America (SAA) in cooperation with the American Institute of Accountants. An analysis of our clients required bond limits as dictated under the Employee Retirement Income Security Act of 1974 (ERISA). Cyber/Internet Limits Analysis Our proprietary analytics quantifies your technology, media, and professional liability exposures based on your specific risk profile and risk control techniques. Our analysis incorporates multiple methods, including peer analysis or benchmarking, historical claim loss analysis, and a series of complementary quantitative loss models that blend together to assess this complex risk. 6

The most vital part of your management liability solution is You. Your business is unique. Your executives are unique. Your solution will be, too. All of this analysis means that our findings will be unique to your situation. We go beyond just a fine product portfolio; we listen to your needs and use some of the best tools in the business to see your industry landscape in high definition. The result? A custom Arthur J. Gallagher & Co. management liability solution that s precision-fit to your needs. Why? Because to be truly prepared, you need more than just management liability coverage. You need a solution specifically tailored to your business and your executive management professionals. Your tailored solution Coverage requirements Market conditions Risk tolerance Current business objectives Future business objectives 7

You take care of your business. We ll handle your management liability. Reduce your risk. Contact us today. Regional Offices Midwest Region Chicago, IL 312.704.0100 West Coast Region Los Angeles, CA 818.539.2300 Southeast Region Birmingham, AL 205.877.4500 Northeast Region New York, NY 212.994.7100 International Offices Canada Calgary, Alberta 403.705.5555 Bermuda Hamilton, Bermuda 441.294.4321 United Kingdom London, England 44 0 (20) 7337 7550 Australia Sydney, New South Wales 61 2 8249 4042 www.ajg.com/mlp Arthur J. Gallagher & Co. at a glance Arthur J. Gallagher & Co. has been designing solutions to meet our clients unique needs for more than 85 years. We pioneered many of the innovations in risk management used by businesses in all industries today. We believe that the best environment for learning and growing is one that remembers the past and invents the future. Founded in 1927 by Arthur J. Gallagher and still run by the founding family. A global corporation with a strong heritage and culture, Gallagher is a company with 20,000+ family members. Divisions specializing in retail insurance brokerage operations, benefits and HR consulting, wholesale distribution, and third-party administration and claims processing. More than 650 offices in 30 countries and revenues of $3.6 billion. Offering client-service capabilities in more than 140 countries around the world through a global network of correspondent brokers and consultants. 1 Arthur J. Gallagher & Co. named one of the world s Most Ethical Companies for 2015. Ethisphere Institute, March 2015 2015 Arthur J. Gallagher & Co. All rights reserved. ML8BSD0215