As Usual, a director has a duty to the corporation to perform the director`s functions in good faith, in a manner that he of she reasonably believes to be in the best interests of the corporation, and with the care that an ordinarily prudent person would reasonably be expected to exercise in a like position and under similar circumstances. Therefore, the director who fails to fulfill his or her duty as outlined above may be liable, the Liability can exist for directors when they cause financial harm to the corporation, act solely on their own behalf and to the detriment of the corporation, or commit a crime or wrongful act, certain acts may subject an officer or director to personal liability to the corporation and the third party. Insurance against directors`` and officers`` liabilities (usually called "D&O" insurance) provides additional meaningful protection to corporate directors, that is, D&O insurance is like general liability insurance, and covers costs that the directors and officers of an organization might become legally obligated to pay as a result of damages to another party. Many corporations in Korea are purchasing D&O insurance as expecting that it protects the directors and officers from personal liability sufficiently, however, the Insurer shall not be liable to make any payment for loss in connection with any claim or claims-made against the Directors or Officers arising out of any exclusions in D&O insurance policy. In this article, the scope covered D&O insurance is considered with respect to exclusion clauses of the D&O insurance for which alleged Directoral Liability is removed and immunized, Particularly D&O insurance policy being executed in Korea is unlike that of USA, the problems that exclusion clauses of the D&O insurance in korea immunized the original ability of managing risks of the directors, transferring the liability with a risk to insurer and minimizing the liability is being discussed in the relation to the Directoral Liability.