# EMPLOYEE BENEFITS LIABILITY ENDORSEMENT

a. We will pay all sums that we become legally obligated to pay up to the Limits of Insurance under this endorsement and you must reimburse us up to the Each Claim Deductible amount. You must also reimburse us for all related payments we make under Supplementary Payments – Coverages A, B and Employee Benefits Liability.

b. The Each Claim Deductible amount stated in the Schedule applies to damages arising out of any one claim or "suit" to which this insurance applies.

c. The terms of this insurance, including those with respect to:

(1) Our right and duty to defend any "suits" seeking those damages; and

(2) Your duties, and the duties of any other involved insured, in the event of an act, error or omission, or "claim" apply irrespective of the application of the deductible amount, and remain unchanged.

E. Additional Definitions

The following additional definitions are added to Section V - Definitions:

"Employee benefits" means group life insurance, group accident or health insurance, profit sharing plans, pension plans, "employee" stock subscription plans, "employee" travel, vacation, or savings plans, workers compensation, unemployment insurance, social security and disability benefits insurance, and any other similar benefit program.

"Administration" means any of the following acts that you do or authorize a person to do: Counseling employees", other than giving legal advice, on "employee benefits" programs; Interpreting your "employee benefits" programs;

Handling records for your "employee benefits" programs; and

Effecting enrollment, termination or cancellation of "employees" under your "employee benefits" programs.

"Administration" does not include:

The failure of performance of any contract by any insurer;

The failure of any investment plan to perform as represented by an insured;

The inability of "employee benefit" programs to meet their obligation due to insolvency.

F. Extended Reporting Period

1. We will automatically provide an Extended Reporting Period as described in paragraphs 2. and 3. below if:

a. This endorsement is cancelled or not renewed; or

b. We renew or replace this endorsement with insurance that:

(1) Has a Retroactive Date later than the date shown on this endorsement; or

(2) Does not apply to errors, omissions, breaches of duty, or misstatements on a claims-made basis.

2. The Extended Reporting Period does not extend the policy period or change the scope of coverage provided. It applies only to claims for errors, omissions, breaches of duty, or misstatements that occur before the end of the policy period but not before the Retroactive Date shown on this endorsement.

Once in effect, the Extended Reporting Period may not be cancelled.

3. The Extended Reporting Period is automatically provided without additional charge. This period starts with the end of the policy period and lasts for Five years.

The Extended Reporting Period does not apply to claims that are covered under any subsequent insurance you purchase, or that would be covered but for exhaustion of the amount of insurance applicable to such claims.

MS-30045 (0514)
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