1. September 28, 2010 Tort Trial & Insurance Practice Section Self Insurers and Risk Managers Committee

2. Panel Moderator: Daniel Spragg Alvarez & Marsal Risk Management Advisory Jerry Edmonds, Esq. Williams Kastner & Gibbs, PLLC Chris Mower Aon Risk Services, Financial Services Group Michael D. Price Arch Insurance Group, Executive Assurance Division

3. Program Objectives Identify critical issues for D&O’s of companies in transition including: M&A, Restructuring, Bankruptcy. Provide examples of issues experienced and strategies used to maximize protection and reduce costs. Provide various perspectives on the issues from the perspective of the risk manager, attorneys, brokers, and carriers. Keep it an open discussion where your interests can be addressed and questions answered.

4. Introduction Focus on Directors & Officers coverage in the current environment. Transactions that highlight D&O focus and exposure. M&A Restructuring \ Bankruptcy Independent Directors Shareholder Revolt Foreign Expansion

5. The Process When are D&O issues identified? Who drives the process in transactions? Communications between key players Lawyers Brokers Consultants \ CRO Conflict of Interest Issues.

6. Key Concerns of Stakeholders D&Os (Past, Present, Future) M&A Buyers & Sellers Structure of the Deal Impacts. How do Underwriters look at the deal? Bankruptcy Estate Trustee Creditors Court

7. Coverage and Bankruptcy Pre-Bankruptcy Coverage is Key Change in Control Trigger Insured vs. Insured Issues Deepening Insolvency & Other Unique Exposures

8. Common Issues \ Tactics D&O Tail Coverage ERP vs. Tail Timing & Payment Brokerage, Underwriting & Cost Debtor in Possession Coverage Notice of Circumstance

9. Common Issues \ Tactics Indemnification Importance of wording, terms, jurisdiction For D&Os of Acquired Company In Bankruptcy Side A

10. Q&A Contact Info: Dan Spragg: dspragg@alvarezandmarsal.com Chris Mower: chris.mower@aon.com Mike Price: miprice@archinsurance.com Jerry Edmonds: jedmonds@williamskastner.com