Verisk Analytics, Inc. (Form: S-8, Received: 05/15/2013 16:31:48)

As filed with the Securities and Exchange Commission on May 15, 2013

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

Verisk Analytics, Inc.

(Exact Name of Registrant as specified in its charter)

Delaware		26-2994223
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
	545 Washington Boulevard Jersey City, NJ 07310-1686
(Address including zip code of Principal Executive Offices)

Verisk Analytics, Inc. 2013 Equity Incentive Plan
	(Full title of the plan)

Kenneth E. Thompson

Executive Vice President, General
Counsel and Corporate Secretary

545 Washington Boulevard

Jersey City, NJ 07310-1686

(201) 469-2000

(Name, address and telephone number, including area code, of agent for service)

	Copy to:
	Jeffrey P. Crandall Davis Polk & Wardwell LLP 450 Lexington Avenue New York, New York 10017 (212) 450-4000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

	Large accelerated filer x	Accelerated filer o

	Non-accelerated filer (Do not check if a smaller reporting company) o	Smaller reporting company o

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price Per Share (2)	Proposed Maximum Aggregate Offering Price (2)	Amount of Registration Fee (3)
Class A Common Stock, par value $0.001 per share, to be issued under the Verisk Analytics, Inc. 2013 Equity Incentive Plan	15,700,000	$60.40	$948,280,000.00	$129,345.39
Total Common Stock	15,700,000	$60.40	$948,280,000.00	$129,345.39

(1)

This Registration Statement on Form S-8 (this “Registration Statement”) covers (i) shares of Class A Common Stock, par value $0.001 per share (“Common Stock”), of Verisk Analytics, Inc. (the “Registrant”), issuable pursuant to the Verisk Analytics, Inc. 2013 Equity Incentive Plan (the “Plan”); and (ii) pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), any additional shares of Common Stock that become issuable under the Plan by reason of any stock dividend, stock split or other similar transaction.

(2)	Estimated pursuant to Rule 457(h) and Rule 457(c) under the Securities Act, solely for the purpose of computing the registration fee, based on the average of the high and low prices reported for a share of Common Stock on the NASDAQ Global Select Market on May 13, 2013.

(3)	Rounded up to the nearest penny.

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in Item 1 and Item 2 of Part I of Form S-8 will be sent or given to participants as specified by Rule 428(b)(1) under the Securities Act. In accordance with the rules and regulations of the Securities and Exchange Commission and the instructions to Form S-8, such documents are not being filed with the Securities and Exchange Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents are incorporated herein by reference:

(a) The Registrant’s Annual Report on Form 10-K (Registration No. 001-34480) for the fiscal year ended on December 31, 2012.

(b) All reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), subsequent to the end of the fiscal year covered by the form referred to in (a) above.

(c) The description of the Registrant’s capital stock which is contained in the Registrant’s Registration Statement on Form 8-A (Registration No. 333-152973), dated October 5, 2009, including any amendments or supplements thereto.

In addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of the filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, (or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein), modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Item 5. Interests of Named Experts and Counsel.

Certain legal matters with respect to the offering of the shares of Common Stock registered hereby have been passed on by Kenneth E. Thompson, Esq., Executive Vice President, General Counsel and Corporate Secretary of the Registrant. Mr. Thompson is eligible to participate in the Plan.

Item 6. Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee or agent to the Registrant. The Delaware General Corporation Law provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise. Article Twelfth of the Registrant’s Certificate of Incorporation provides for indemnification by the Registrant of its directors, officers and employees to the fullest extent permitted by the Delaware General Corporation Law.

Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for unlawful payments of dividends or unlawful stock repurchases, redemptions or other distributions, or (iv) for any transaction from which the director derived an improper personal benefit. The Registrant’s Certificate of Incorporation provides for such limitation of liability.

The Registrant maintains standard policies of insurance under which coverage is provided (a) to its directors and officers against loss rising from claims made by reason of breach of duty or other wrongful act, and (b) to the Registrant with respect to payments which may be made by the Registrant to such officers and directors pursuant to the above indemnification provision or otherwise as a matter of law.

Item 7. Exemption from Registration Claimed.

Exhibit Number
4.1		Amended and Restated Certificate of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3.1 to Amendment No. 6 to the Registrant’s Registration Statement on Form S-1, dated September 21, 2009 (Registration No. 333-152973))

4.2		Amended and Restated By-laws of the Registrant (incorporated herein by reference to Exhibit 3.2 to Amendment No. 6 to the Registrant’s Registration Statement on Form S-1, dated September 21, 2009

		(Registration No. 333-152973))

5		Opinion of Kenneth E. Thompson, Esq. (filed herewith)

23.1		Consent of Deloitte & Touche LLP (filed herewith)

23.2		Consent of Kenneth E. Thompson, Esq. (included in Exhibit 5)

24		Power of Attorney (included in the signature pages hereof)

99.1		Verisk Analytics, Inc. 2013 Equity Incentive Plan (incorporated herein by reference to Appendix A to the Registrant’s Proxy Statement on Schedule 14A, dated April 1, 2013 (Registration No. 001-34480))

99.2		Form of Stock Option Award Agreement under Verisk Analytics, Inc. 2013 Equity Incentive Plan (filed herewith)

99.3		Form of Restricted Stock Award Agreement under Verisk Analytics, Inc. 2013 Equity Incentive Plan (filed herewith)

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;

(iii) To include any material information with respect to the Plan not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided , however , that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the

Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jersey City, State of New Jersey, on this 15th day of May, 2013.

Verisk Analytics, Inc.

By:	/s/ Scott G. Stephenson
Name:	Scott G. Stephenson
Title:	President, Chief Executive Officer and Director

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Scott G. Stephenson and Kenneth E. Thompson, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Scott G. Stephenson	President, Chief Executive Officer and Director (Principal Executive Officer)	May 15, 2013
Scott G. Stephenson
	Chief Financial Officer and Executive Vice President
/s/ Mark V. Anquillare	Chief Financial Officer and Executive Vice President	May 15, 2013
Mark V. Anquillare	(Principal Financial Officer and Principal Accounting Officer)

/s/ Frank J. Coyne	Chairman of the Board of Directors	May 15, 2013
Frank J. Coyne
/s/ J. Hyatt Brown	Director	May 15, 2013
J. Hyatt Brown
/s/ Glen A. Dell	Director	May 15, 2013
Glen A. Dell
/s/ Christopher M. Foskett	Director	May 15, 2013
Christopher M. Foskett
/s/ Constantine P. Iordanou	Director	May 15, 2013
Constantine P. Iordanou
/s/ John F. Lehman, Jr.	Director	May 15, 2013
John F. Lehman, Jr.
/s/ Samuel G. Liss	Director	May 15, 2013
Samuel G. Liss

/s/ Therese M. Vaughan	Director	May 15, 2013
Therese M. Vaughan
/s/ David B. Wright	Director	May 15, 2013
David B. Wright

Exhibit Number
4.1		Amended and Restated Certificate of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3.1 to Amendment No. 6 to the Registrant’s Registration Statement on Form S-1, dated September 21, 2009 (Registration No. 333-152973))
4.2		Amended and Restated By-laws of the Registrant (incorporated herein by reference to Exhibit 3.2 to Amendment No. 6 to the Registrant’s Registration Statement on Form S-1, dated September 21, 2009 (Registration No. 333-152973))
5		Opinion of Kenneth E. Thompson, Esq. (filed herewith)
23.1		Consent of Deloitte & Touche LLP (filed herewith)
23.2		Consent of Kenneth E. Thompson, Esq. (included in Exhibit 5)
24		Power of Attorney (included in the signature pages hereof)
99.1		Verisk Analytics, Inc. 2013 Equity Incentive Plan (incorporated herein by reference to Appendix A to the Registrant’s Proxy Statement on Schedule 14A, dated April 1, 2013 (Registration No. 001-34480))
99.2		Form of Stock Option Award Agreement under Verisk Analytics, Inc. 2013 Equity Incentive Plan (filed herewith)
99.3		Form of Restricted Stock Award Agreement under Verisk Analytics, Inc. 2013 Equity Incentive Plan (filed herewith)

Securities and Exchange Commission

Washington, D.C. 20549

Ladies and Gentlemen:

I am Executive Vice President, General Counsel and Corporate Secretary of Verisk Analytics, Inc., a Delaware corporation (the “Company”), and have acted as counsel in connection with the filing of the Registration Statement on Form S-8 under the Securities Act of 1933, as amended, relating to 15,700,000 shares (the “Shares”) of the Company’s Class A Common Stock, par value $0.001 per share, deliverable pursuant to the Verisk Analytics, Inc. 2013 Equity Incentive Plan (the “Plan”).

I have examined such documents and such matters of fact and law as we have deemed necessary for the purposes of rendering the opinion expressed herein.

Upon the basis of the foregoing, I am of the opinion that the Shares, when delivered in accordance with the Plan upon receipt by the Company of adequate consideration therefor, will be validly issued, fully paid and nonassessable.

I consent to the filing of this opinion as an exhibit to the Registration Statement.

Very truly yours,

/s/ Kenneth E. Thompson

Kenneth E. Thompson, Esq.

Executive Vice President, General Counsel and Corporate Secretary

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports relating to the consolidated financial statements and financial statement schedule of Verisk Analytics, Inc. (the “Company”) and the effectiveness of the Company’s internal control over financial reporting dated February 26, 2013, appearing in the Annual Report on Form 10-K of the Company for the year ended December 31, 2012.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

STOCK OPTION AWARD AGREEMENT

VERISK ANALYTICS, INC.

2013 EQUITY INCENTIVE PLAN

STOCK OPTION AWARD AGREEMENT FOR EMPLOYEES

You (the “ Optionee ”) have been granted non-qualified stock options (this “Award”), effective as of _________ (the “ Grant Date ”) by Verisk Analytics, Inc. (the “ Company ”) on the following terms and subject to the provisions of the Verisk Analytics, Inc. 2013 Equity Incentive Plan (the “ Plan ”).

Section 1 . Definitions.

Unless otherwise defined in this Award Agreement, the terms in the Plan shall have the same defined meaning in this Award Agreement. If the Optionee is employed by or otherwise provides services to a Subsidiary, the definition of “ Company ” in this Award Agreement shall include the Subsidiary as appropriate to the context in which such term is used; provided, however, that references to “Company” in the definition of “Change in Control” below mean solely Verisk Analytics, Inc.

(a) “ Cause ” means the occurrence of any one or more of the following:

(i) the Optionee is convicted of (or pleads nolo contendere to) a felony, a crime involving moral turpitude or common law fraud;

(ii) the Optionee’s willful and continued failure to substantially perform the Optionees’s material duties for the Company after written notice from the Company;

(iii) the Optionee engages in willful misconduct or gross neglect, in either case resulting in demonstrable harm to the Company; or

(iv) the Optionee willfully violates the written policies of the Company applicable to the Optionee, resulting in demonstrable harm to the Company.

(b) “ Change in Control ” shall mean the occurrence of any of the following events:

for the election of directors of the boards (“ Voting Securities ”) of either the Company or Insurance Services Offices, Inc. (“ ISO ”), a Delaware corporation (measured either by number of Voting Securities or by voting power);

(ii) a majority of the Board consists of individuals other than “ Incumbent Directors ,” which term means the members of such Board on the Grant Date; provided that any individual becoming a director subsequent to such date whose election or nomination for election was supported (other than in connection with any actual or threatened proxy contest) by two-thirds of the directors who then comprised the Incumbent Directors shall be considered to be an Incumbent Director;

(iii) the Board of the Company or the board of directors of ISO approves a plan of liquidation for its respective company; or

(iv) (x) either of the Company or ISO combines with another entity and is the surviving entity, or (y) all or substantially all of the assets or business of either of the Company or ISO is disposed of pursuant to a sale, merger, consolidation, liquidation, dissolution or other transaction or series of transactions (collectively, a “ Triggering Event ”) unless the holders of Voting Securities of such entity immediately prior to such Triggering Event own, directly or indirectly, by reason of their ownership of Voting Securities of such entity immediately prior to such Triggering Event, more than 50% of the Voting Securities (measured both by number of Voting Securities and by voting power) of (1) in the case of a combination in which such entity is the surviving entity, the surviving entity and (2) in any other case, the entity (if any) that succeeds to substantially all of such entity’s business and assets.

(c) “ Disability ” means the Optionee ceases his or her employment with the Company because he or she is unable, as a result of mental or physical illness, to perform the essential duties of his or her position with the Company with reasonable accommodation.

(d) “ Good Reason ” means, without the Optionee’s express prior written consent, the occurrence of any one or more of the following:

(i) a material adverse change in either the Optionee’s duties and responsibilities (including removal from any position the Optionee holds) or reporting relationship from those in effect immediately prior to the Change in Control, provided that the Company no longer being a public company will not itself constitute a Good Reason event under this clause (i) as long as the Company has an independent board of directors;

(ii) a material reduction by the Company of the Optionee’s base salary in effect immediately prior to the Change in Control or as the same

shall be increased from time to time, unless such reduction is part of an across-the-board reduction of not more than 10% (in the aggregate including all reductions) applicable to all similarly situated employees of the Company;

(iii) if applicable, a material reduction by the Company of the Optionee’s Target Bonus (as defined below) in effect immediately prior to the Change in Control or as the same shall be increased from time to time, unless such reduction is part of an across-the-board reduction of not more than 10% (in the aggregate including all reductions) applicable to all senior executives of the Company;

(iv) the relocation of the Optionee’s office more than 40 miles from the Optionee’s principal place of employment immediately prior to the Change in Control if such relocation materially increases the Optionee’s commute;

(v) a reduction by at least 5% of the aggregate benefits under employee benefit plans provided to the Optionee by the Company following a Change in Control as compared with the aggregate benefits made available to the Optionee immediately prior to such Change in Control; or

(vi) any failure by a successor to the Company as a result of the Change in Control to obtain the assumption in writing or by operation of law of its obligations under this Award Agreement by any subsequent successor to all or substantially all of the Company’s business or assets upon or prior to the consummation of any such transaction.

Notwithstanding the foregoing, the Optionee shall not be entitled to terminate employment for Good Reason unless the Optionee provides the Company with written notice of the events giving rise to Good Reason no later than 120 days after the date the Optionee learns of the occurrence of the event and the Company fails to cure such event(s) within 10 days following receipt of such notice (provided that in the case of any notice pursuant to clause (vi), the Company’s cure right shall end on the date of the consummation of the transaction).

(e) “ Retirement ” means the termination by the Optionee of his or her employment with the Company after he or she (i) has reached age 62 and (ii) has been employed by the Company for at least five consecutive years immediately prior to such termination of employment.

(f) “ Target Bonus ” means the target cash award opportunity as a percentage of the Optionee’s annual base salary under the Company’s annual short term incentive compensation plan in effect for the Optionee immediately prior to the Change in Control.

Section 2 . Grant and Acceptance of Option.

(a) The Company hereby grants to the Optionee, effective as of the Grant Date, the right and option (this “ Option ”) to purchase all or any part of an aggregate number of whole Shares specified in Schedule I attached hereto, as amended or supplemented from time to time, subject to, and in accordance with, the terms and conditions set forth in the Plan and this Award Agreement.

(b) This Award Agreement shall be construed in accordance with, and shall be subject to, the provisions of the Plan (the provisions of which are incorporated herein by reference).

(c) The Optionee’s signature and delivery of a copy of this Award Agreement will not commit the Optionee to purchase any Shares that are subject to the Option but will evidence the Optionee’s acceptance of the Option upon the terms and conditions herein stated.

(d) This Option is not intended to qualify as an Incentive Stock Option within the meaning of Section 422 of the Code.

Section 3 . Purchase Price. The price per Share at which the Optionee shall be entitled to purchase Shares upon the exercise of the Option (the “ Option Price ”) is set forth on Schedule I hereto.

Section 4 . Duration of Option. Upon becoming exercisable, the Option shall remain exercisable to the extent and in the manner provided herein for a period of 10 years from the Grant Date (the “ Exercise Term ”), unless the Option earlier ceases to be exercisable pursuant to Section 5 of this Award Agreement.

Section 5 . Exercisability of Option; Termination Period. (a) Unless otherwise provided by the Board or Committee, the Plan or this Award Agreement, the Option shall entitle the Optionee to purchase, in whole at any time or in part from time to time, the total number of Shares covered by the Option after the expiration of the period(s) of time set forth in the vesting schedule in Schedule I, provided, however , that if the Optionee ceases to be an employee of the Company by reason of the Optionee’s:

(i) death;

(ii) Disability;

(iii) Retirement; or

(iv) within two years following a Change in Control, termination of employment for Good Reason; or

(v) within two years following a Change in Control, termination of employment by the Company without Cause;

the Option shall immediately be exercisable with respect to the total number of unexercised Shares covered by the Option (whether or not the period(s) of time set forth in the vesting schedule in Schedule I shall have expired), and shall remain exercisable for a period of 12 months following the date the Optionee ceased to be an employee of the Company.

(b) If the Optionee’s employment is terminated by the Company for Cause, the Option shall immediately terminate with respect to all Shares covered by the Option whether or not previously exercisable.

(c) For purposes of this Award Agreement, any transfer of the Optionee’s employment from the Company to a Subsidiary (or any transfer of the Optionee’s employment from one Subsidiary to another Subsidiary), related entity, or affiliate of the Company, with or without the Optionee’s consent, shall not constitute termination of the Optionee’s employment with the Company. Upon any such transfer of the Optionee’s employment, the definition of “ Company ” shall thereafter include any Subsidiary, related entity or affiliate as appropriate to the context in which such term is used; provided, however, that references to “Company” in the definition of “Change in Control” under this Award Agreement shall continue to refer solely to Verisk Analytics, Inc.

(d) If the Optionee’s employment with the Company terminates for any reason other than those set forth in Sections 5(a) or 5(b) of this Award Agreement, the Option (i) shall immediately terminate with respect to any Shares that have not yet become exercisable and (ii) shall terminate and cease to be exercisable with respect to any previously exercisable shares at 5:00 p.m. Eastern time on the 90 th day following the date of such termination of employment or, if such day is not a Business Day, on the first day thereafter that is a Business Day. “ Business Day ” means a day on which the banks in New York City are generally open for business.

Section 6 . Manner of Exercise and Payment.

(a) Subject to the terms and conditions of this Award Agreement and the Plan, the Optionee (or the Optionee’s, representative, devisee or heir, as applicable), may exercise any portion of the Option that has become exercisable in accordance with the terms of this Award Agreement by delivering to the Secretary of the Company or his or her designee, at its principal executive office written notice in form acceptable to the Committee specifying the number of whole Shares to be purchased. The notice shall be signed by the person or persons exercising the Option and shall be an irrevocable election to exercise such Option. If requested by the Committee, such person or persons shall provide satisfactory proof as to the right of such person or persons to exercise the Option.

(b) The notice of exercise described above shall be accompanied by the aggregate Option Price for the Shares in respect of which the Option is being exercised. Payment shall be (i) in cash, by certified or bank cashier’s check payable to the order of the Company, free from all collection charges, (ii) in unencumbered Shares (including, unless the Committee determines in its sole discretion that it would result in adverse accounting treatment (including under Statement of Financial Accounting Standards Board No. 123R), Shares otherwise to be delivered upon exercise of the Option) having a Fair Market Value equal to the full amount of the Option Price therefor or (iii) such other form as may be permitted by the Committee.

(c) Any applicable withholding taxes shall be payable (i) in cash, (ii) by delivery of Shares previously purchased by the Optionee, (iii) by the Company withholding that number of Shares sufficient to satisfy the minimum required statutory withholding obligation or (iv) by a combination of such forms of payment.

(d) Any exercise shall be effective as of the date specified in the notice of exercise (or otherwise in accordance with rules that may be established by the Committee from time to time), provided that such date is not earlier than the date that the Company actually receives the full purchase price for the Shares (or adequate provision therefor) in respect of which the Option is being exercised and the amount of any applicable withholding taxes to be paid, subject to the exercise method elected by the Optionee and permitted by Section 6(b) above.

(e) The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any Shares subject to the Option until such Shares have been paid for in full and issued to the Optionee.

Section 7 . Non-Competition.

(a) As a condition of eligibility for the Option awarded hereunder, and participation in the Plan, Optionee agrees that during the term of his/her employment and for a period of one (1) year after such employment with the Company or any Subsidiary terminates for any reason, Optionee will not, without the prior written consent of the Company, engage directly or indirectly in any business (either financially or as a shareholder, employee, officer, partner, independent contractor, owner, or in any other capacity calling for the rendition of personal services or acts of management, operation or control) which is competitive with the business of the Company or any Subsidiary of the Company to which Optionee provides or provided services during the period of his/her employment. Nothing contained herein shall preclude the ownership by Optionee of less than 5% of any class of any publically traded securities.

(b) Optionee further acknowledges and agrees, that in the event of any breach of this non-competition provision, to the extent permitted by law the

Company has the right to rescind or otherwise recoup any Options awarded under this Agreement (or any prior option award agreement) or the financial equivalent thereof if the Options have already been vested and exercised. The exercise by the Company of the rescission or recoupment right contained in this provision shall not limit any other remedy in law or equity available to the company for breach of this Agreement.

(c) Optionee further acknowledges and agrees that prior to accepting any future employment or other engagement during the restrictive covenant period established herein or in any other document executed in connection with his/her employment with the Company or any Subsidiary, Optionee will give written notice to the Company, with such notice including the identity of the company or entity with which Optionee will be employed or otherwise engaged, job title or position, and general responsibilities. Additionally, Optionee agrees to provide a copy of any restrictive covenant agreements to prospective employers or relevant third parties prior to commencing employment or other engagement during the restrictive covenant periods. Similarly, in the event that Optionee ceases working for the Company or any Subsidiary, Optionee hereby consents to notification to his/her new employer or other relevant third parties about the obligations under this Agreement and any other restrictive covenant agreements entered into with the Company or any Subsidiary, and understands and consents that the Company may provide a copy of such documents to such third parties in connection with such notification.

(d) The covenants contained in this Section 7 shall be in addition to, and not in lieu of (and shall not supersede), any obligation contained in any other agreement between Participant and the Company and any of its Subsidiaries or Affiliates.

Section 8 . Nontransferability. The Optionee shall not be permitted to sell, assign, transfer, pledge or otherwise encumber all or any portion of an unexercised Option. During the life of the Optionee, the Option shall be exercisable only by the Optionee, the Optionee’s guardian or legal representative.

Section 9 . No Right to Continued Employment. Nothing in this Award Agreement or the Plan shall be interpreted or construed to confer upon the Optionee any right with respect to continuation of employment by the Company, nor shall this Award Agreement or the Plan interfere in any way with the right of the Company to remove the Optionee as an officer or employee of the Company.

Section 10 . Withholding of Taxes. The Company shall have the right to deduct from payments (including cash, Shares or other securities) to the Optionee hereunder any federal, state and local income taxes and other amounts as may be required by law to be withheld with respect to such payments.

Section 11 . Optionee Bound by the Plan. The Optionee hereby acknowledges receipt of a copy of the Plan, as amended, and agrees to be bound by all terms and provisions thereof.

Section 12 . Modification of Award Agreement. This Award Agreement may be modified, amended, suspended, or terminated, and any terms or conditions may be waived, but only by a written instrument executed by each of the parties hereto.

Section 13 . Severability. If any covenant set forth in this Agreement is determined by a court to be unenforceable by reason of its extending for too great a period of time or over too great a geographic area, or by reason of its being too extensive in any other respect, such covenant shall be interpreted to extend only for the longest period of time and over the greatest geographic area, and to otherwise have the broadest application as shall be enforceable. The invalidity or unenforceability of any particular provision of this Agreement shall not affect any other provisions hereof, which shall continue in full force and effect. Without limiting the generality of the foregoing, the covenants contained herein shall be construed as a series of separate covenants, one for each state of the United States and for each other jurisdiction, worldwide, in which the Company and its affiliates conducts business. Except for geographical coverage, each such separate covenant shall be deemed identical in terms and binding to the fullest extent permitted under existing applicable law.

Section 14 . Successors in Interest. This Award Agreement shall inure to the benefit of and be binding upon each successor to the Company. This Award Agreement shall inure to the benefit of the Optionee’s legal representatives. All obligations imposed upon the Optionee and all rights granted to the Company under this Award Agreement shall be final, binding and conclusive upon the Optionee’s heirs, executors, administrators and successors.

Section 15 . Resolution of Disputes. Any dispute or disagreement which may arise under, or as a result of, or in any way relate to, the interpretation, construction or application of this Award Agreement shall be determined by the Committee. Any determination made by the Committee hereunder shall be final, binding and conclusive on the Optionee and the Company for all purposes.

Section 16 . Notices. Any notice, request, consent, waiver or other communication required or permitted to be delivered hereunder shall be effectively delivered only if it is in writing and personally delivered or sent by Express Mail, Federal Express or similar overnight delivery service, addressed as set forth below, or sent by facsimile to the number set forth below with confirmation received and followed by a writing personally delivered or sent by Express Mail, Federal Express or similar overnight delivery service.

If to Optionee:

The address specified from time to time in the employment records of the Company.

If to the Company:

VERISK ANALYTICS, INC.

545 Washington Boulevard

Jersey City, New Jersey 07310-1686

Attention: Secretary

Facsimile: (201) 748-1429

or such other person or address or to such other facsimile number as the addressee may have specified in a notice duly given to the sender as provided herein. Such notice or communication shall be deemed to have been delivered as of the date of acknowledged receipt.

[Remainder of page intentionally left blank]

	VERISK ANALYTICS, INC.


	By:
		Name:
		Title:

	OPTIONEE:


	«Full_Name»

VERISK ANALYTICS, INC.

2013 EQUITY INCENTIVE PLAN

Restricted Stock Award Agreement

You have been granted an award (this “ Award ”) of restricted shares of Class A Common Stock on the following terms and subject to the provisions of Attachment A and the Verisk Analytics, Inc. 2013 Equity Incentive Plan (the “ Plan ”). Unless defined in this Award Agreement (including Attachment A, this “ Agreement ”), capitalized terms will have the meanings assigned to them in the Plan. In the event of a conflict among the provisions of the Plan, this Agreement and any descriptive materials provided to you, the provisions of the Plan will prevail. Subject to Section 3 of Attachment A, the shares granted hereunder (to the extent not vested as of any applicable date, the “ Restricted Shares ”) shall vest in four equal installments on each of the first, second, third and fourth anniversaries of the Grant Date (each such vesting date, a “ Scheduled Vesting Date ”) if the Participant does not experience a termination of employment at any time prior to the applicable Scheduled Vesting Date (the “ Service Condition ”).

Restricted Stock Award Agreement

Terms and Conditions

Grant to: [Full name]

Section 1 . Grant of Restricted Stock Award. Subject to the terms and conditions of the Plan and this Agreement, the Company hereby grants Restricted Stock to the Participant on the Grant Date on the terms set forth on the cover page of this Agreement, as more fully described in this Attachment A. This Award is granted under the Plan, which is incorporated herein by this reference and made a part of this Agreement.

Section 2 . Issuance of Shares.

(a) The Restricted Shares shall be evidenced by book-entry registration; provided, however , that the Committee may determine that the Restricted Shares shall be evidenced in such other manner as it deems appropriate, including the issuance of a stock certificate or certificates. In the event that any stock certificate is issued in respect of the Restricted Shares, such certificate shall (i) be registered in the name of the Participant, (ii) bear an appropriate legend referring to the terms, conditions and restrictions applicable to the Restricted Shares and (iii) be held in custody by the Company.

(b) Voting Rights . The Participant shall have voting rights with respect to the Restricted Shares.

(c) Dividends . All cash and other dividends and distributions, if any, that are paid with respect to any Restricted Shares shall be withheld by the Company and paid to the Participant, without interest, only when, and if, the Restricted Shares become vested in accordance with this Agreement.

(d) Transferability . Unless and until the Restricted Shares become vested in accordance with this Agreement, the Restricted Shares shall not be assigned, sold, transferred or otherwise be subject to alienation by the Participant.

(e) Section 83(b) Election . If the Participant chooses, the Participant may make an election under Section 83(b) of the Code with respect to the Restricted Shares, which would cause the Participant currently to recognize income for U.S. federal income tax purposes in an amount equal to the excess (if any) of the fair market value of the Restricted Shares (determined as of the Grant Date) over the amount, if any, that the Participant paid for the Restricted Shares, which excess will be subject to U.S. federal income tax. The form for making a Section 83(b) election is attached as Attachment B. The Participant acknowledges that (i) the Participant is solely responsible for the decision whether or not to make a Section 83(b) election, and the Company is not

making any recommendation with respect thereto, (ii) it is his or her sole responsibility to timely file the Section 83(b) election within 30 days after the Grant Date, if the Participant decides to make such election, and (iii) if the Participant does not make a valid and timely Section 83(b) election, the Participant will be required to recognize ordinary income at the time of vesting on any future appreciation on the Restricted Shares.

(f) Withholding Requirements . The Company may withhold any tax (or other governmental obligation) that becomes due with respect to the Restricted Shares (or any dividend or distribution thereon), and the Participant shall make arrangements satisfactory to the Company to enable the Company to satisfy all such withholding requirements. Notwithstanding the foregoing, the Committee may permit, in its sole discretion, the Participant to satisfy any such withholding requirement by transferring to the Company pursuant to such procedures as the Committee may require, effective as of the date on which a withholding obligation arises, a number of vested Shares owned and designated by the Participant having an aggregate fair market value as of such date that is equal to the minimum amount required to be withheld. If the Committee permits the Participant to satisfy any such withholding requirement pursuant to the preceding sentence, the Company shall remit to the Internal Revenue Service and appropriate state and local revenue agencies, for the credit of the Participant, an amount of cash withholding equal to the fair market value of the Shares transferred to the Company as provided above. Unless Participant made a Section 83(b) election as set forth in paragraph (e) immediately above, prior to any Scheduled Vesting Date or any other event in connection with the Award that the Company determines may result in any domestic or foreign tax withholding obligation (the “Tax Withholding Obligation”), the Participant is required to arrange for the satisfaction of the minimum amount of such Tax Withholding Obligation in a manner acceptable to the Company.

(i) By Withholding Shares . Unless Participant elects to satisfy the Tax Withholding Obligation by an alternative means in accordance with sub-paragraph (ii) below, Participant's acceptance of this Award constitutes Participant's instruction and authorization to the Company to withhold on the Participant's behalf the number of Restricted Shares from those Restricted Shares issuable to the Participant at the time when the Award becomes vested as the Company determines to be sufficient to satisfy the Tax Withholding Obligation.

(ii) By Other Payment . At any time not less than five (5) business days before any Tax Withholding Obligation arises (e.g., before a Scheduled Vesting Date), Participant may notify the Company of Participant's election to pay Participant's Tax Withholding Obligation by wire transfer, check or other means permitted by the Company. In such case, the Participant shall satisfy his or her tax withholding obligation by paying to the Company on such date as it shall specify an amount that the

Company determines is sufficient to satisfy the expected Tax Withholding Obligation by (1) wire transfer to such account as the Company may direct, (2) delivery of a check payable to the Company to an address the Company may from time to time direct, or (3) such other means as the Company may establish or permit. Participant agrees and acknowledges that prior to the date the Tax Withholding Obligation arises, the Company will be required to estimate the amount of the Tax Withholding Obligation and accordingly may require the amount paid to the Company under this sub-paragraph (ii) to be more than the minimum amount that may actually be due and that, if Participant has not delivered payment of a sufficient amount to the Company to satisfy the Tax Withholding Obligation (regardless of whether as a result of the Company underestimating the required payment or Participant failing to timely make the required payment), the additional Tax Withholding Obligation amounts shall be satisfied in the manner specified in sub-paragraph (i) above.

Section 3 . Vesting of Restricted Shares.

(a) Termination of Employment .

(i) Death, Disability, Retirement or Change in Control . In the event of the Participant’s termination of employment at any time due to the Participant’s:

(D) termination of employment by the Participant for Good Reason within two years following a Change in Control; or

(E) termination of employment by the Company without Cause within two years following a Change in Control;

the Restricted Shares shall fully vest as of the date of such termination. The terms “ Cause ”, “ Change in Control ”, “ Disability ”, “ Good Reason ”, and “ Retirement ” shall have the meanings ascribed to them in Section 6 below.

(ii) Any Other Termination of Service . In the event of the Participant’s termination of employment at any time for any reason other than the reasons set forth in paragraph 3(a)(i) directly above, the Restricted Shares shall be forfeited in their entirety as of the date of such termination without any payment to the Participant.

Notwithstanding the foregoing, in the event of the Participant’s termination of employment other than by the Company for Cause, the Committee

may, in its sole discretion, accelerate the vesting or waive any term or condition (including the Service Condition) of this Agreement, subject to such terms and conditions as the Committee deems appropriate, with respect to all or a portion of the Restricted Shares. In addition, for purposes of this Agreement, any transfer of the Participant’s employment from the Company to a Subsidiary (or any transfer of the Participant’s employment from one Subsidiary to another Subsidiary), related entity, or affiliate of the Company, with or without the Participant’s consent, shall not constitute termination of the Participant’s employment with the Company. Upon any such transfer of the Participant’s employment, the definition of “ Company ” shall thereafter include any Subsidiary, related entity or affiliate as appropriate to the context in which such term is used; provided , however , that references to “Company” in the definition of “Change in Control” under this Agreement shall continue to refer solely to Verisk Analytics, Inc.

(b) Effect of Vesting . Subject to the provisions of this Agreement, upon the vesting of Restricted Shares, the restrictions under this Award with respect to such Shares shall lapse and such Shares shall be fully assignable, saleable and transferable by the Participant, and the Company shall deliver such Shares, along with any dividends and other distributions that were paid with respect to such Shares but withheld pending vesting, to the Participant.

Section 4 . Miscellaneous Provisions.

(a) Notices . All notices, requests and other communications under this Agreement shall be in writing and shall be delivered in person (by courier or otherwise), mailed by certified or registered mail, return receipt requested, or sent by facsimile transmission, as follows:

if to the Company, to:

VERISK ANALYTICS, INC.

545 Washington Boulevard

Jersey City, New Jersey 07310-1686

Attention: Secretary

Facsimile: 201-748-1429

if to the Participant, to the address that the Participant most recently provided to the Company,

or to such other address or facsimile number as such party may hereafter specify for the purpose by notice to the other parties hereto.

(b) Entire Agreement . This Agreement, the Plan, and any other agreements referred to herein and therein and any schedules, exhibits and other documents referred to herein or therein, constitute the entire agreement and

understanding between the parties in respect of the subject matter hereof and supersede all prior and contemporaneous arrangements, agreements and understandings, both oral and written, whether in term sheets, presentations or otherwise, between the parties with respect to the subject matter hereof.

(c) Amendment; Waiver . No amendment or modification of any provision of this Agreement shall be effective unless signed in writing by or on behalf of the Company and the Participant, except that the Company may amend or modify the Agreement without the Participant’s consent in accordance with the provisions of the Plan, as otherwise set forth in this Agreement or as may be required to comply with applicable law. No waiver of any breach or condition of this Agreement shall be deemed to be a waiver of any other or subsequent breach or condition whether of like or different nature. Any amendment or modification of or to any provision of this Agreement, or any waiver of any provision of this Agreement, shall be effective only in the specific instance and for the specific purpose for which made or given.

(d) Assignment . Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by the Participant.

(e) Successors and Assigns; No Third Party Beneficiaries . This Agreement shall inure to the benefit of and be binding upon the Company and the Participant and their respective heirs, successors, legal representatives and permitted assigns. Nothing in this Agreement, expressed or implied, is intended to confer on any Person other than the Company and the Participant, and their respective heirs, successors, legal representatives and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

(f) Counterparts . This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

(g) Participant Undertaking . The Participant agrees to take whatever additional action and execute whatever additional documents the Company may deem necessary or advisable to carry out or give effect to any of the obligations or restrictions imposed on either the Participant or the Restricted Shares pursuant to the provisions of this Agreement.

(h) Plan . The Participant acknowledges and understands that material definitions and provisions concerning the Restricted Shares and the Participant’s rights and obligations with respect thereto are set forth in the Plan. The Participant has read carefully, and understands, the provisions of the Plan.

(i) Governing Law . The Agreement and all determinations made and actions taken thereunder, to the extent not otherwise governed by the Code or the laws of the United States, shall be governed by the laws of the State of Delaware, without reference to principles of conflict of laws, and construed accordingly.

(j) Jurisdiction . The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any party or any of its affiliates or against any party or any of its affiliates) shall be brought in the Supreme Court of the State of New York (New York County) or, if such court shall not have jurisdiction, any federal court located in the State of New York or other New York state court, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on each party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 4(a) shall be deemed effective service of process on such party.

(k) WAIVER OF JURY TRIAL . EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(l) Severability . If any covenant set forth in this Agreement is determined by a court to be unenforceable by reason of its extending for too great a period of time or over too great a geographic area, or by reason of its being too extensive in any other respect, such covenant shall be interpreted to extend only for the longest period of time and over the greatest geographic area, and to otherwise have the broadest application as shall be enforceable. The invalidity or unenforceability of any particular provision of this Agreement shall not affect any other provisions hereof, which shall continue in full force and effect. Without limiting the generality of the foregoing, the covenants contained herein shall be construed as a series of separate covenants, one for each state of the United States and for each other jurisdiction, worldwide, in which the Company and its affiliates conducts business. Except for geographical coverage, each such separate covenant shall be deemed identical in terms and binding to the fullest extent permitted under existing applicable law.

Section 5 . Non Competition Provisions.

(a) Consideration . As a condition of eligibility for the Award hereunder, and participation in the Plan, Participant agrees that during the term of his/her employment and for a period of one (1) year after such employment with the Company or any Subsidiary terminates for any reason, Participant will not, without the prior written consent of the Company, engage directly or indirectly in any business (either financially or as a shareholder, employee, officer, partner,

independent contractor, owner, or in any other capacity calling for the rendition of personal services or acts of management, operation or control) which is competitive with the business of the Company or any Subsidiary of the Company to which Participant provides or provided services during the period of his/her employment. Nothing contained herein shall preclude the ownership by Participant of less than 5% of any class of any publically traded securities.

(b) Recovery . Participant further acknowledges and agrees, that in the event of any breach of this non-competition provision, to the extent permitted by law the Company has the right to recoup any Restricted Shares awarded under this Agreement or the financial equivalent thereof if the Restricted Shares have already been vested and/or transferred.

(c) Notice. Participant further acknowledges and agrees that prior to accepting any future employment or other engagement during the restrictive covenant period established herein or in any other document executed in connection with his/her employment with the Company or any Subsidiary, Participant will give written notice to the Company, with such notice including the identity of the company or entity with which Participant will be employed or otherwise engaged, job title or position, and general responsibilities. Additionally, Participant agrees to provide a copy of any restrictive covenant agreements to prospective employers or relevant third parties prior to commencing employment or other engagement during the restrictive covenant periods. Similarly, in the event that Participant ceases working for the Company or any Subsidiary, Participant hereby consents to notification to his/her new employer or other relevant third parties about the obligations under this Agreement and any other restrictive covenant agreements entered into with the Company or any Subsidiary, and understands and consents that the Company may provide a copy of such documents to such third parties in connection with such notification.

(d) Independent Obligations. The covenants contained in this Section 5 shall be in addition to, and not in lieu of (and shall not supersede), any obligation contained in any other agreement between Participant and the Company and any of its Subsidiaries or Affiliates.

Section 6 . Certain Definitions.

(a) “ Cause ” means the occurrence of any one or more of the following:

(i) the Participant is convicted of (or pleads nolo contendere to) a felony, a crime involving moral turpitude or common law fraud;

(ii) the Participant’s willful and continued failure to substantially perform the Participant’s material duties for the Company after written notice from the Company;

(iii) the Participant engages in willful misconduct or gross neglect, in either case resulting in demonstrable harm to the Company; or

(iv) the Participant willfully violates the written policies of the Company applicable to the Participant, resulting in demonstrable harm to the Company.

(b) “ Change in Control ” shall mean the occurrence of any of the following events:

(i) any “ person ”, as such term is used in Section 13(d) of the Securities Exchange Act of 1934, or group of persons (excluding persons that are Company benefit plans) becomes (directly or indirectly) a “ beneficial owner ”, as such term is used in Rule 13d-3 promulgated under that Act, of 30% or more of any class of voting securities entitled to vote for the election of directors of the board[s] (“ Voting Securities ”) of either the Company or Insurance Services Offices, Inc. (“ ISO ”), a Delaware corporation (measured either by number of Voting Securities or by voting power);

(iii) the Board of the Company or the board of directors of ISO approves a plan of liquidation for its respective company; or

(iv) (x) either of the Company or ISO combines with another entity and is the surviving entity, or (y) all or substantially all of the assets or business of either of the Company or ISO is disposed of pursuant to a sale, merger, consolidation, liquidation, dissolution or other transaction or series of transactions (collectively, a “ Triggering Event ”) unless the holders of Voting Securities of such entity immediately prior to such Triggering Event own, directly or indirectly, by reason of their ownership of Voting Securities of such entity immediately prior to such Triggering Event, more than 50% of the Voting Securities (measured both by number of Voting Securities and by voting power) of (a)in the case of a combination in which such entity is the surviving entity, the surviving entity and (b)in any other case, the entity (if any) that succeeds to substantially all of such entity’s business and assets.

(c) “ Disability ” means the Participant ceases his or her employment with the Company because he or she is unable, as a result of mental or physical

illness, to perform the essential duties of his or her position with the Company with reasonable accommodation.

(d) “ Good Reason ” means, without the Participant’s express prior written consent, the occurrence of any one or more of the following:

(i) a material adverse change in either the Participant’s duties and responsibilities (including removal from any position the Participant holds) or reporting relationship from those in effect immediately prior to the Change in Control, provided that the Company no longer being a public company will not itself constitute a Good Reason event under this clause (i) as long as the Company has an independent board of directors;

(ii) a material reduction by the Company of the Participant’s base salary in effect immediately prior to the Change in Control or as the same shall be increased from time to time, unless such reduction is part of an across-the-board reduction of not more than 10% (in the aggregate including all reductions) applicable to all similarly situated employees of the Company;

(iii) if applicable, a material reduction by the Company of the Participant’s Target Bonus (as defined below) in effect immediately prior to the Change in Control or as the same shall be increased from time to time, unless such reduction is part of an across-the-board reduction of not more than 10% (in the aggregate including all reductions) applicable to all senior executives of the Company;

(iv) the relocation of the Participant’s office more than 40 miles from the Participant’s principal place of employment immediately prior to the Change in Control if such relocation materially increases the Participant’s commute;

(v) a reduction by at least 5% of the aggregate benefits under employee benefit plans provided to the Participant by the Company following a Change in Control as compared with the aggregate benefits made available to the Participant immediately prior to such Change in Control; or

Notwithstanding the foregoing, the Participant shall not be entitled to terminate employment for Good Reason unless the Participant provides the Company with written notice of the events giving rise to Good Reason no later

than 120 days after the date the Participant learns of the occurrence of the event and the Company fails to cure such event(s) within 10 days following receipt of such notice (provided that in the case of any notice pursuant to clause (vi), the Company’s cure right shall end on the date of the consummation of the transaction).

(e) “ Retirement ” means the termination by the Participant of his or her employment with the Company after he or she (i) has reached age 62 and (ii) has been employed by the Company for at least five consecutive years immediately prior to such termination of employment.

(f) “ Target Bonus ” means the target cash award opportunity as a percentage of the Participant’s annual base salary under the Company’s annual short term incentive compensation plan in effect for the Participant immediately prior to the Change in Control.

IN WITNESS WHEREOF, the parties have executed this Agreement effective as of ___________.

	VERISK ANALYTICS, INC.


	By:
		Name:
		Title:

	By:
		[Name of Participant]

SECTION 83(b) ELECTION

This statement is being made under Section 83(b) of the Internal Revenue Code, pursuant to Treas. Reg. Section 1.83-2.

(1) The taxpayer performing the services is:

Social Security Number:

(2)	The property with respect to which the election is being made is _________ shares (the “Restricted Shares”) of common stock, par value $.001 per share, of Verisk Analytics, Inc. (the “Company”)

(3)	The Restricted Shares were transferred on _________________.

(4)	The taxable year in which the election is being made is the calendar year __________.

(5)

The Restricted Shares are not transferable and are subject to a substantial risk of forfeiture within the meaning of Section 83(c)(1) of the Internal Revenue Code until and unless specified conditions are satisfied or a specified event occurs, in each case as set forth in the Company’s 2013 Equity Incentive Plan and the Restricted Stock Award Agreement pursuant to which the Restricted Shares were issued.

(6)	The fair market value of the Restricted Shares at the time of transfer (determined without regard to any restriction other than a restriction which by its terms will never lapse) is $_________ per share.

(7)	The amount paid by the taxpayer for the Restricted Shares is $_________ per share.

(8)	A copy of this statement has been furnished to the Company, for whom the taxpayer will be performing services underlying the transfer of the Restricted Shares.

(9)	This statement is executed on _______________________.

_______________________________	___________________
Spouse (if any)	Taxpayer

This statement must be filed with the Internal Revenue Service Center with which you filed your last U.S. federal income tax return within 30 days after the grant date of the Restricted Stock Award Agreement. This filing should be made by registered or certified mail, return receipt requested. You are also required to (i) deliver a copy of this statement to the Company and (ii) attach a copy of this statement to your federal income tax return for the taxable year that includes the grant date (and may also be required to attach a copy of this statement to your state income tax return for such year). You should also retain a copy of this statement for your records.