(d) Election of Guy Dubois to the Board of Directors.

On September 5, 2012, Guidewire Software, Inc. (the "Company") increased the size of its Board of Directors from seven to eight members and appointed Guy Dubois as a Class II director of the Company. For his services as a director of the Company, Mr. Dubois will be compensated consistent with the Company's current non-employee director compensation policy. Mr. Dubois was not appointed to any committees of the Board of Directors.

The Company also entered into a standard form of indemnification agreement with Mr. Dubois (the "Indemnification Agreement"). The Indemnification Agreement provides, among other things, that the Company will indemnify Mr. Dubois, under the circumstances and to the extent provided therein, for certain expenses which he may be required to pay in connection with certain claims to which he may be made a party by reason of his position as a director of the Company, and otherwise to the fullest extent permitted under Delaware law, the Company's certificate of incorporation and the Company's bylaws.

The Company's standard form of indemnification agreement was previously filed as Exhibit 10.1 to the Company's Registration Statement on Form S-1/A (No. 333-176667), as filed on October 28, 2011, and is incorporated herein by reference.

There are no arrangements or understandings between Mr. Dubois and any other persons pursuant to which he was elected as a director of the Company. There are no family relationships between Mr. Dubois and any director, executive officer, or any person nominated or chosen by the Company to become a director or executive officer. There are no related person transactions (within the meaning of Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission) between Mr. Dubois and the Company.

On September 7, 2012, the Company issued a press release regarding the appointment of Mr. Dubois. A copy of the press release is attached as Exhibit 99.1 hereto.

(d) Exhibits.

Exhibit No.       Description of Exhibits
10.1              Form of Indemnification agreement, previously filed as Exhibit
                  10.1 to the Company's Registration Statement on Form S-1/A (No.
                  333-176667), as filed on October 28, 2011, and incorporated
                  herein by reference

99.1              Press release dated September 7, 2012, titled "Guy Dubois Named
                  to Guidewire Software Board of Directors"