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Host Organization to submit proposal to the Reporting Agency setting forth the identity, qualifications, and proposed terms of the Monitor. Monitor must be not unacceptable to the Reporting Agency, in consultation with the Attorney General of the State of New York and with the Superintendent of Insurance of the State of New York.

Unspecified

To conduct a comprehensive examination and review of specified areas (see Activities below) and make recommendations to Host Organization's Board of Directors and the Reporting Agency. Monitor shall issue Reports setting forth its recommendations regarding best practices in the areas of review, including recommendations for any changes in or improvements to policies and procedures that the Monitor reasonably deems necessary to conform to the law and best practices, and procedure for implementing the recommended changes or improvements.

Once recommendations are accepted and become final, the Consultant shall oversee the implementation of such recommendations and report every three months concerning the progress of such implementation.

The Monitor shall examine:
1) Iinternal controls over financial reporting (may, if appropriate, rely on Host Organization's independent accountant's attestation and report on management's assessment of the effectiveness of internal control structure and procedures pursuant to Section 404 of the Sarbanes-Oxley Act);
2) The organization and reporting structure of the internal audit department and disclosure committee;
3) The policies, procedures and effectiveness of Host Organization's regulatory, compliance and legal functions, including the operations of any committees established to review and approve transactions for the purpose of preventing the recording of transactions or financial reporting results in a manner inconsistent with Generally Accepted Accounting Principles;
4) Records management and retention policies and procedures;
5) The adequacy of whistleblower procedures designed to allow employees and others to report confidentially matters that may have bearing on financial reporting obligations;
6) Training and education program;
7) The reforms implemented as a result of the Review (detailed in Exhibit A of Agreement);
8) The adequacy and effectiveness of the remediation plan (as later described in the Agreement)

Monitor's activities were extensive. Please refer to the attached documents for further information.

For the period of the engagement and for a period of two years from completion, the Monitor shall not enter into any employment, consulting, attorney-client, auditing or other professional relationship with Host Organization, or any of its present or former subsidiaries or affiliates, directors, officers, employees, or agents acting in their capacity as such. Same restriction for any firm with which the Monitor is affiliated or of which the Monitor is a member, or any person engaged to assist the Monitor in performance of its duties, without permission of the SEC.