UNITED ACROSS BORDERS FOUNDATION

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Q. "Subsidiary" means: (1) any not -for -profit entity that the Parent Organization and/or one or more of its Subsidiaries owns or controls the right to elect or appoint more than 50% of such entity's directors or trustees; and (2) any for -profit entity that the Insurer, at its sole discretion, agrees by written endorsement to provide coverage upon such terms, or additional premium charge as the Insurer may require. R. "Wrongful Act" means any actual or alleged act, error, omission, misstatement, misleading statement, neglect or breach of duty by the Organization or by the Individual Insureds in the discharge of their duties solely in their capacity as Individual Insureds, including any Personal Injury, Wrongful Employment Practice or Discrimination Against a Third Party, or any matter asserted against the Individual Insureds solely by reason of their being Individual Insureds. Wrongful Act also means any actual or alleged act, error, omission, misstatement, misleading statement, neglect or breach of duty, including any Personal Injury, Wrongful Employment Practice or Discrimination Against a Third Party, by Individual Insureds while acting in their capacity as a director, trustee, trustee emeritus, or officer of any not - for -profit entity under Section 501(c)3 of the Internal Revenue Code of 1986 (as amended) other than the Organization, or any other corporation or other organization listed by endorsement to this Policy, but only when such Individual Insureds are acting in such capacity on the appointment, or at the specific written direction, of the Organization. S. "Wrongful Employment Practice" means any: (1) Employment Termination by any Insured; (2) Discrimination by any Insured; (3) Harassment by any Insured; (4) employment -related decision by any Insured actually or allegedly in retaliation for any employee's exercise of any right pursuant to any law for the protection of such employee; or (5) negligent hiring, supervision, promotion or retention by any Insured when alleged by a current, former, or prospective employee of the Organization; including any of the following when employment -related: libel, slander, or other defamation; invasion of privacy; mental anguish; infliction of emotional distress; loss of consortium. III. EXCLUSIONS A. The Insurer will not defend any Claim or pay Loss or Defense Costs resulting from any Claim based upon, arising out of, directly or indirectly resulting from or in consequence of, or in any way involving: (1) any actual or alleged bodily injury, sickness, mental anguish, emotional distress, disease or death of any person, or damage to or destruction of any tangible property including loss of use thereof; provided, however, this Exclusion will not apply to mental anguish or emotional distress alleged in any Claim for Personal Iniurv. Discrimination Against a Third Party or Wrongful Employ Risk Divisian E ° REVIEWED & APPROVED BY. PSNP1001 (01/01)�Aeevaa 'Maw Rfsk Management Specialist