CODA Premier(SM)
DIRECTORS AND OFFICERS LIABILITY
Directors and Officers Liability Insurance Policy
Issued by
CORPORATE OFFICERS & DIRECTORS ASSURANCE LTD.
This is a three-year policy with an automatic extension provision
Please read this policy carefully.
This is a claims first made policy. Defense costs are included in
the limit of liability.
Words and phrases that appear below in all capital letters have the
special meanings set forth in Clause 2 (Definitions).
This POLICY shall constitute the entire contract between the
INSUREDS, the COMPANY, and the INSURER.
COMPANY
THE PROCTER AND GAMBLE COMPANY/THE PROCTER AND GAMBLE FUND/OFFICERS
OF OPERATING UNITS OF PROCTER AND GAMBLE COMPANY
POLICY No.
PG-106C
PRODUCER
H & H PARK INTERNATIONAL
Countersigned at Hamilton Bermuda on the 6th of JULY, 2001.
/s/ Mark Herman /s/ Jonathan Evans
President Authorised Representative
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DECLARATIONS
Policy No: PG-106C
Item I COMPANY: THE PROCTER AND GAMBLE COMPANY/THE
PROCTER AND GAMBLE FUND/OFFICERS OF
OPERATING UNITS OF PROCTER AND GAMBLE COMPANY
Principal Address: ONE PROCTER & GAMBLE PLAZA
CINCINNATI, OHIO 45202
Item II POLICY PERIOD: From MARCH 15,1987 to JUNE 30, 2004
12:01 a.m. Standard Time at the address of the Company stated
above.
Item III LIMIT OF LIABILITY: $25,000,000
Aggregate LIMIT OF LIABILITY for all LOSS paid on behalf of all
INSUREDS arising from all CLAIMS first made during each POLICY
YEAR.
Item IV PREMIUM: At inception of this POLICY YEAR: $325,000
(prepaid total for three years)
6/30/01-02 Year 1 $325,000
6/30/02-03 Year 2 $345,000 DEPOSIT PREMIUM
6/30/03-04 Year 3 $350,000 DEPOSIT PREMIUM
At each anniversary thereafter: Subject to adjustment on each
anniversary date in accordance
with Clause 7 (Automatic Extension)
of this POLICY
item V NOTICE TO COMPANY:
Any notice to the COMPANY or, except in accordance with Clause 17
(Representation) of this POLICY, to the INSUREDS, shall be given or
made to the individual listed above, if any, or otherwise to the
individual designated in the APPLICATION, if any, or otherwise to
the signer of the APPLICATION, and shall be given or made in
accordance with Clause 16 (Notice) of this POLICY.
Item VI NOTICE TO INSURER:
Any notice to be given or payment to be made to the INSURER under
this POLICY shall be given or made to CORPORATE OFFICERS & DIRECTORS ASSURANCE LTD., The ACE Building, 30 Woodbourne Avenue,
Hamilton HM 08, Bermuda, Fax 441-295-5221, and shall be given or
made in accordance with Clause 16 (Notice) of this POLICY.
Endorsements 19 to 24 are made part of this POLICY at Policy
Issuance.
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TABLE OF CONTENTS
Clause Page
1. Insuring Clause .................................................. 1
2. Definitions ...................................................... 1
3. Exclusions ........................................................3
4. Appeals ...........................................................5
5. Arbitration .......................................................5
6. Assistance and Cooperation ........................................7
7. Automatic Extension ...............................................8
8. Cancellation ......................................................8
9. Changes and Assignments ...........................................10
10. Advancement of DEFENSE COSTS ......................................10
11. Currency ..........................................................10
12. Headings ..........................................................10
13. INSUREDS' Reporting Duties ........................................10
14. LOSS Provisions ...................................................11
15. Other Insurance ...................................................11
16. Notice ............................................................11
17. Representation ....................................................11
18. Severability ......................................................12
19. Spousal Liability .................................................12
20. Subrogation .......................................................12
21. Acquisition, Creation or Disposition of a Subsidiary ..............13
22. Bankruptcy ........................................................13
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DIRECTORS AND OFFICERS LIABILITY INSURANCE
In consideration of the payment of the premium and in reliance on all
statements made and information furnished by the COMPANY to the INSURER in the
APPLICATION, which is hereby made a part hereof, and subject to the foregoing
Declarations and to all other terms of this POLICY, the COMPANY, the INSUREDS,
and the INSURER agree as follows:
1. INSURING CLAUSE
The INSURER shall pay on behalf of the INSUREDS or any of them, any and
all LOSS that the INSUREDS shall become legally obligated to pay by
reason of any CLAIM or CLAIMS first made against the INSUREDS or any of
them during the POLICY PERIOD, for any WRONGFUL ACTS that are actually or
allegedly caused, committed, or attempted prior to the end of the POLICY
PERIOD by the INSUREDS, not exceeding the LIMIT OF LIABILITY.
2. DEFINITIONS
(a) "APPLICATION" shall mean the signed, written application for this
POLICY and for any policy issued by the INSURER of which this
POLICY is a direct or indirect renewal or replacement, including
the schedules thereto and all supplementary information submitted
in connection therewith, and all underwriting data submitted in
connection with the automatic extension of this POLICY, all of
which materials shall be deemed attached hereto, as if physically
attached hereto, and incorporated herein.
(b) "CLAIM" shall mean:
(1) any demand or any civil or criminal judicial, administrative,
regulatory or arbitration proceeding or investigation against
any INSURED for a WRONGFUL ACT, including any appeal
therefrom; or
(2) written notice to the INSURER by the INSUREDS and/or the
COMPANY during the POLICY PERIOD describing circumstances
that may reasonably be expected to give rise to a CLAIM
described in subpart (b)(1) above being made against the
INSUREDS.
Multiple demands, suits or proceedings arising out of the same
WRONGFUL ACT shall be deemed to be a single CLAIM, which shall be
treated as a CLAIM first made during the POLICY YEAR in which the
first of such multiple demands, suits or proceedings is made
against any INSURED or in which notice of circumstances relating
thereto is first given in accordance with subpart (b) of Clause 14
(Loss Provisions) below, whichever occurs first.
(c) "COMPANY' shall mean:
(1) the company shown in Item I of the Declarations;
(2) any company that prior to the starting date of the POLICY
PERIOD merged into or consolidated with the company shown in
Item I of the Declarations and was not the surviving entity;
(3) any SUBSIDIARY of either such company;
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(4) if covered in accordance with subpart (a) of Clause 21
(Acquisition, Creation or Disposition of a Subsidiary) below,
any other subsidiary;
(5) any foundation, charitable trust or political action
committee controlled by one or more organizations described
in (1) through (4) above; and
(6) any organization described in (1) through (5) above as a
debtor in possession under United States bankruptcy law or an
equivalent status under the law of any other country
(d) "DEFENSE COSTS" shall mean that portion of LOSS consisting of
reasonable and necessary costs, charges, fees (including but not
limited to attorneys' fees and experts' fees) and expenses incurred
in the defense or investigation of a CLAIM and the premium for
appeal, attachment or similar bonds, but shall not include wages,
salaries, fees, benefits or office expenses of INSUREDS or
employees of the COMPANY.
(e) "INSUREDS" shall mean one or more of the following:
(1) all persons who were, now are, or shall be duly elected or
appointed directors, trustees, officers, MANAGERS, in-house
general counsel, comptroller or risk manager of the COMPANY,
or with respect to any COMPANY chartered outside the United
States, the functional equivalent of any such executive;
(2) all other persons not described in (1) above who were, now
are, or shall be full-time or part-time employees of the
COMPANY, provided coverage for such other persons shall apply
only while the CLAIM against such other person is also made
against a person described in (1) above;
(3) all persons who were, now are, or shall be serving as
directors, officers, trustees, governors, partners or the
equivalent thereof for any NON-PROFIT OUTSIDE ENTITY if:
(i) such activity is part of their duties regularly
assigned by the COMPANY, or
(ii) they are a member of a class of persons so directed to
serve by the COMPANY; or
(4) the estates, heirs, legal representatives or assigns of
deceased INSUREDS and the legal representatives or assigns of
INSUREDS in the event of their incompetency, insolvency or
bankruptcy.
(f) "INSURER" shall mean Corporate Officers & Directors Assurance,
Ltd., Hamilton, Bermuda.
(g) "LIMIT OF LIABILITY" shall mean the amount described in Item III of
the Declarations. Regardless of the time of payment of LOSS by the
INSURER, the LIMIT OF LIABILITY as stated in Item III of the
Declarations shall be the maximum liability of the INSURER for all
LOSS arising from all CLAIMS first made during each POLICY YEAR.
DEFENSE COSTS shall be part of and not in addition to the LIMIT OF
LIABILITY as stated in Item III of the Declarations, and payment by
the INSURER of DEFENSE COSTS shall reduce the LIMIT OF LIABILITY.
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(h) "LOSS" shall mean any and all amounts that the INSUREDS are legally
obligated to pay by reason of a CLAIM made against the INSUREDS for
any WRONGFUL ACT, and shall include but not be limited to
compensatory, exemplary, punitive and multiple damages, judgments,
settlements, pre-judgment and post-judgment interest, and DEFENSE
COSTS, providing always, however, LOSS shall not include taxes,
fines or penalties imposed by law, or matters that may be deemed
uninsurable under the law pursuant to which this POLICY shall be
construed. ("Fines or penalties" do not include punitive,
exemplary, or multiple damages).
(i) "MANAGERS" shall mean any one or more natural persons who were, now
are or shall become a manager, member of the board of managers or
equivalent executive of a COMPANY that is a limited liability
company.
(j) "NON-PROFIT OUTSIDE ENTITY" shall mean any non-profit corporation,
community chest, fund or foundation that is exempt from U.S.
federal income tax as an organization described in Section 501
(c)(3) of the Internal Revenue Code of 1986, as amended.
(k) "POLICY" shall mean this insurance policy, including the
APPLICATION, the Declarations, and any endorsements hereto issued
by the INSURER.
(l) "POLICY PERIOD" shall mean the period of time stated in Item II of
the Declarations, as may be automatically extended in accordance
with Clause 7 (Automatic Extension) below. If this POLICY is
cancelled in accordance with subpart (b) of Clause 8 (Cancellation)
below, the POLICY PERIOD shall end upon the effective date of such
cancellation.
(m) "POLICY YEAR" shall mean a period of one year, within the POLICY
PERIOD, commencing each year on the day and hour first named in
Item II of the Declarations, or if the time between the inception
date, or any anniversary date and the termination date of this
POLICY is less than one year, then such lesser period.
(n) "SUBSIDIARY" shall mean any corporation or limited liability
company in which more than 50% of the outstanding securities
representing the present right to vote for election of directors or
MANAGERS is owned, directly or indirectly, in any combination, by
the COMPANY and/or by one or more of its SUBSIDIARIES, at the
starting date of the POLICY PERIOD.
(o) "WRONGFUL ACT" shall mean any actual or alleged error,
misstatement, misleading statement or act, omission, neglect, or
breach of duty by the INSUREDS while acting, individually or
collectively, in their capacities as INSUREDS, or any other matter
claimed against them by reason of their serving in such capacities.
All such errors, misstatements, misleading statements or acts,
omissions, neglects or breaches of duty actually or allegedly
caused, committed, or attempted by or claimed against one or more
of the INSUREDS arising out of or relating to the same or series of
related facts, circumstances, situations, transactions or events
shall be deemed to be a single WRONGFUL ACT.
3. EXCLUSIONS
The INSURER shall not be liable to make any payment for LOSS in
connection with that portion of any CLAIM made against the INSUREDS:
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(a) for which the COMPANY or, with respect to INSUREDS described in
Clause 2(e)(3) above, the NON-PROFIT OUTSIDE ENTITY actually pays
or indemnifies or is required or permitted to pay on behalf of or
to indemnify the INSUREDS pursuant to the charter or other similar
formative document or by-laws or written agreements of the COMPANY
or the NON-PROFIT OUTSIDE ENTITY duly effective under applicable
law, that determines and defines such rights of indemnity;
provided, however, this exclusion shall not apply if:
(1) the COMPANY and the NON-PROFIT OUTSIDE ENTITY refuse to
indemnify or advance DEFENSE COSTS or other LOSS as required
or permitted, or are financially unable to indemnify; and
(2) the INSUREDS comply with Clause 20 (Subrogation) below;
(b) based upon or attributable to the INSUREDS having gained any
personal profit to which they were not legally entitled if a
judgment or other final adjudication adverse to the INSUREDS or any
arbitration proceeding pursuant to Clause 5 (Arbitration) below
establishes that the INSUREDS in fact gained any such personal
profit; however, this exclusion shall not apply to defense costs;
(c) for the return by the INSUREDS of any improper or illegal
remuneration paid in fact to the INSUREDS if it shall be determined
by a judgment or other final adjudication adverse to the INSUREDS
that such remuneration is improper or illegal or if such
remuneration is to be repaid to the COMPANY under a settlement
agreement; however, this exclusion shall not apply to defense
costs;
(d) brought about or contributed to by the dishonesty of the INSUREDS
if a judgment or other final adjudication adverse to the INSUREDS
or any arbitration proceeding pursuant to Clause 5 (Arbitration)
below establishes that acts of active and deliberate dishonesty
committed by the INSUREDS with actual dishonest purpose and intent
were material to the CLAIM; however, this exclusion shall not apply
to defense costs;
(e) which is insured by any other existing valid policy or policies
under which payment of the LOSS is actually made except in respect
of any excess beyond the amounts of payments under such other
policy or policies;
(f) for which the INSUREDS are indemnified by reason of having given
notice of a CLAIM or of any circumstance which might give rise to a
CLAIM under any policy or policies of which this POLICY is a
renewal or replacement or which it may succeed in time;
(g) for emotional distress, mental anguish, bodily injury, sickness,
disease, or death of any person, or for damage to or destruction of
any tangible property, including the loss of use thereof; however,
this exclusion shall not apply to:
(1) any CLAIM by securities holders of the COMPANY in their
capacity as such, including without limitation any
shareholder derivative or securities class action lawsuit;
(2) any CLAIM for emotional distress or mental anguish by any
former, current or prospective employee of the COMPANY based
upon or attributable to any actual or alleged
employment-related WRONGFUL ACT; or
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(3) any CLAIM for the actual or alleged discharge, dispersal,
release or escape of any solid, liquid, gaseous, or thermal
irritant, contaminant or other pollutant, provided any
coverage under this POLICY with respect to any such CLAIM
shall be specifically excess of the amount of coverage
available under any general liability, environmental
impairment or similar insurance policy with respect to such
CLAIM;
(j) by, on behalf of, at the behest of, or in the right of the COMPANY,
if brought within the United States, Canada or their territories or
possessions by or with the solicitation, approval, assistance or
participation of two or more persons each of whom at the time such
CLAIM is brought is the president, chief executive officer,
MANAGER, chief financial officer, executive vice president or
in-house general counsel of the COMPANY; however, this exclusion
shall not apply if, between the starting date of the POLICY PERIOD
and the date of the CLAIM, the COMPANY shall have undergone any of
the events listed in subpart (a) of Clause 8 (Cancellation) or in
Clause 22 (Bankruptcy) below, and the CLAIM is brought after the
date of such event; or
(i) for any actual or alleged error, misstatement, misleading statement
or act, omission, neglect or breach of duty by the INSUREDS while
acting in their capacities as directors, officers, trustees,
governors, partners, MANAGERS, employees or agents of any entity
other than the COMPANY or by reason of their being directors,
officers, trustees, governors, partners, MANAGERS, employees or
agents of such other entity; however, this exclusion shall not
apply with respect to any CLAIM for WRONGFUL ACTS by an INSURED
serving a NON-PROFIT OUTSIDE ENTITY as described in Clause 2(e)(3)
above.
It is agreed that any fact pertaining to any INSURED shall not be imputed
to any other INSURED for the purpose of determining the application of
the Exclusions.
4. APPEALS
In the event the INSUREDS elect not to appeal a judgment, the INSURER may
elect to make such appeal at its own expense, and shall be liable for any
increased award, taxable costs and disbursements and any additional
interest incidental to such appeal, to the extent such payments are not
covered by other valid and collectible insurance.
5. ARBITRATION
(a) My dispute, controversy or claim arising out of or relating to this
POLICY or the breach, termination or invalidity thereof shall be
finally and fully determined in London, England under the
provisions of the Arbitration Acts of 1950, 1975, 1979 and 1996,
and/or any statutory modifications or amendments thereto, for the
time being in force, by a Board composed of three arbitrators to be
selected for each controversy as follows:
Any party may, in the event of a dispute, controversy or
claim, notify the other party or parties to such dispute,
controversy or claim of its desire to arbitrate the matter,
and at the time of such notification the party desiring
arbitration shall notify the other party or parties of the
name of the arbitrator selected by it. The other party who
has been so notified shall within thirty (30) calendar days
thereafter select an arbitrator and notify the party desiring
arbitration of the name of such second arbitrator.
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If the party notified of a desire for arbitration shall fail
or refuse to nominate the second arbitrator within thirty
(30) calendar days following the receipt of such
notification, the party who first served notice of a desire
to arbitrate will, within an additional period of thirty (30)
calendar days, apply to a judge of the High Court of Justice
of England and Wales for the appointment of a second
arbitrator and in such a case the arbitrator appointed by
such a judge shall be deemed to have been nominated by the
party or parties who failed to select the second arbitrator.
The two arbitrators, chosen as above provided, shall within
thirty (30) calendar days after the appointment of the second
arbitrator choose a third arbitrator. In the event of the
failure of the first two arbitrators to agree on a third
arbitrator within said thirty (30) calendar day period,
either of the parties may within a period of thirty (30)
calendar days thereafter, after notice to the other party or
parties, apply to a judge of the High Court of Justice of
England and Wales for the appointment of a third arbitrator
and in such case the person so appointed shall be deemed and
shall act as a third arbitrator. Upon acceptance of the
appointment by said third arbitrator, the Board of
Arbitration for the controversy in question shall then be
deemed fixed. All claims, demands, denials of claims and
notices pursuant to this Clause 5 shall be given in
accordance with Clause 16 below.
(b) The Board of Arbitration shall fix, by a notice in writing to the
parties involved, a reasonable time and place for the hearing and
may prescribe reasonable rules and regulations governing the course
and conduct of the arbitration proceeding, including, without
limitation, discovery by the parties.
(c) This POLICY, and any dispute, controversy or claim arising out of
or relating to this POLICY, shall be governed by and construed and
enforced in accordance with the internal laws of the State of New
York, except insofar as such laws: (i) may prohibit payment
hereunder in respect of punitive damages; (ii) pertain to the
procurement, issuance, delivery, renewal, nonrenewal or
cancellation of policies of insurance or the regulation under New
York Insurance Law, or regulations issued by the Insurance
Department of the State of New York pursuant thereto, applying to
insurers doing insurance business within the State of New York or
as respects risks or insureds situated in the State of New York; or
(iii) are inconsistent with any provisions of this POLICY.
Notwithstanding anything herein to the contrary, the provisions,
stipulations, exclusions and conditions of this POLICY are to be
construed in an evenhanded fashion as between the parties. Without
limitation, where the language of this POLICY is deemed to be
ambiguous or otherwise unclear, the issue shall be resolved in the
manner most consistent with the relevant provisions, stipulations,
exclusions and conditions (without regard to authorship of the
language, without any presumption or arbitrary interpretation or
construction in favor of either the INSUREDS or the INSURER,
without reference to the "reasonable expectations" of either
thereof or to contra proferentem and without reference to parol or
other extrinsic evidence). To the extent that New York law is
inapplicable by virtue of any exception or proviso enumerated above
or otherwise, and as respects any arbitration procedure pursuant to
this Clause 5, the internal laws of England and Wales shall apply.
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(d) The Board of Arbitration shall, within ninety (90) calendar days
following the conclusion of the hearing, render its decision on the
matter or matters in controversy in writing and shall cause a copy
thereof to be served on all the parties thereto, In case the Board
of Arbitration fails to reach a unanimous decision, the decision of
the majority of the members of said Board shall be deemed to be the
decision of the Board and the same shall be final and binding on
the parties thereto. Such decision shall be a complete defense to
any attempted appeal or litigation of such decision in the absence
of fraud or collusion. Without limiting the foregoing, the parties
waive any right to appeal, an/or seek collateral review of the
decision of the Board of Arbitration by any court or other body to
the fullest extent permitted by applicable law.
(e) Any order as to the costs of arbitration shall be in the sole
discretion of the Board of Arbitration, who may direct to whom and
by whom and in what manner the costs, shall be paid.
(f) The INSURER and the INSUREDS agree that in the event that claims
for indemnity or contribution are asserted in any action or
proceeding against the INSURER by any of the INSUREDS' other
insurers in any jurisdiction or forum other than that set forth in
this Clause 5, the INSUREDS will in good faith take all reasonable
steps requested by the INSURER to assist the INSURER in obtaining a
dismissal of these claims (other than on the merits) and will,
without limitation, undertake to the court or other tribunal to
reduce any judgment or award against such other insurers to the
extent that the court or tribunal determines that the INSURER would
have been liable to such insurers for indemnity or contribution
pursuant to this POLICY. The INSUREDS shall be entitled to assert
claims against the INSURER for coverage under this POLICY,
including, without limitation, for amounts by which the INSUREDS
reduced its judgment against such other insurers in respect of such
claims for indemnity or contribution, in an arbitration between the
INSURER and the INSUREDS pursuant to this Clause 5 which
arbitration may take place before, concurrently with and/or after
the action or proceeding involving such other insurers; provided,
however, that the INSURER in such arbitration in respect of such
reduction of any judgment shall be entitled to raise any defenses
under this POLICY and any other defenses (other than jurisdictional
defenses) as it would have been entitled to raise in the action or
proceeding with such insurers. No determination in any such action
or proceeding involving such other insurers shall have collateral
estoppel, res judicata or other issue preclusion or estoppel effect
against the INSURER in such arbitration, irrespective of whether or
not the INSURER remained a party to such action or proceeding.
6. ASSISTANCE AND COOPERATION
The INSURER has no duty to defend any CLAIM and shall not be called upon
to assume charge of the investigation; settlement or defense of any
CLAIM, but the INSURER shall have the right and shall be given the
opportunity to associate with the INSUREDS and the COMPANY in the
investigation,-settlement, defense and control of any CLAIM relative to
any WRONGFUL ACT where the CLAIM is or may be covered in whole or in part
by this POLICY. At all times, the INSUREDS and the COMPANY and the
INSURER shall cooperate in the investigation, settlement and defense of
such CLAIM. The failure of the COMPANY to assist and cooperate with the
INSURER shall not impair the rights of the INSUREDS under this POLICY.
The INSUREDS shall not settle or admit any liability with respect to any
CLAIM which involves or appears reasonably likely to involve this POLICY
without the INSURER'S consent, which shall not be unreasonably withheld.
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7. AUTOMATIC EXTENSION
Except in the event this POLICY is cancelled in whole or in part in
accordance with Clause 8 (Cancellation) below, on each anniversary of
this POLICY, upon submission of the extension application and payment of
the charged premium, this POLICY shall automatically be continued to a
date one year beyond its previously stated expiration date, unless
written notice is given by the INSURER to the COMPANY, or by the COMPANY
to the INSURER, that such POLICY extension is not desired. Such written
notice may be given at any time prior to the anniversary of the POLICY,
except that such notice by the INSURER to the COMPANY may be given only
during the period commencing ninety (90) days and ending ten (10) days
prior to such anniversary, in which case the POLICY shall automatically
expire two years from such anniversary date. Such written notice shall be
given by the INSURER to the COMPANY only if it is determined to be
appropriate by the Chief Executive Officer, the Executive Vice President
for Underwriting and the Executive Vice-President for Claims of ACE
Limited.
If the COMPANY or the INSURER gives written notice that the POLICY
extension is not desired, the COMPANY shall pay on or before each of the
two remaining anniversary dates the charged premium for the next
succeeding POLICY YEAR, respectively, less a premium credit equal to the
premium paid for years two and three of the POLICY as specified in Item
IV of the Declarations Page. If any such premium credit exceeds the
charged premium, the INSURER shall refund to the COMPANY the difference
within ten days following such anniversary date. The premium charged on
each anniversary of this POLICY shall be determined by the rating plan
and by-laws of the INSURER in force at such anniversary date. If during
any POLICY YEAR the INSURER announces amendments to this standard policy
form which are generally applicable to all similar policies issued by the
INSURER, such amendments shall be applicable to this POLICY as of the
second anniversary following the POLICY YEAR in which the INSURER
announced such amendments.
8. CANCELLATION
This POLICY shall not be subject to cancellation except as follows:
(a) In the event during the POLICY PERIOD:
(1) the company named in Item I of the Declarations shall merge
into or consolidate with another organization in which the
company named in Item I of the Declarations is not the
surviving entity, or
(2) any person or entity or group of persons and/or entitles
acting in concert shall acquire securities or voting rights
which results in ownership or voting control by such person
or entity or group of persons or entities of more than 50% of
the outstanding securities representing the present right to
vote for election of directors or MANAGERS of the company
named in Item I of the Declarations
this POLICY shall remain in force until the later of:
(i) the third anniversary of such merger, consolidation or
acquisition if during the POLICY PERIOD the COMPANY or the
INSUREDS give notice to the INSURER of their desire to elect
such extension (no additional premium shall be required for
such extension),
(ii) any subsequent date to which the INSURER may agree by
endorsement, or
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(iii) termination of the POLICY PERIOD,
but only with respect to CLAIMS for WRONGFUL ACTS actually or
allegedly taking place before the effective date of said merger,
consolidation or acquisition. If the POLICY remains in force beyond
the period of time stated in Item II of the Declarations by reason
of this Clause 8(a), the LIMIT OF LIABILITY for such extension is
part of and not in addition to the LIMIT OF LIABILITY to the
immediately preceding POLICY YEAR. All premiums paid or due at the
time of said merger, consolidation or acquisition shall be fully
earned and in no respect refundable.
(b) This POLICY may be cancelled by the INSURER upon granting of 365
days written notice, providing such cancellation is determined to
be appropriate by the Chief Executive Officer, the Executive Vice
President for Underwriting and the Executive Vice President for
Claims of ACE Limited. Payment or tender of any unearned premium by
the INSURER shall not be a condition precedent to the effectiveness
of cancellation, but return of the pro rata unearned premium shall
be made as soon as practicable.
(c) In the event the charged premium for any POLICY YEAR is not paid as
provided in Clause 7 (Automatic Extension), above, this POLICY
shall not apply to any WRONGFUL ACTS actually or allegedly taking
place after the anniversary date on which the additional premium
was due; however, this POLICY shall remain in force for the
remainder of the POLICY PERIOD as to CLAIMS first made during the
POLICY PERIOD for WRONGFUL ACTS actually or allegedly caused,
committed or attempted prior to such anniversary date. With respect
to all CLAIMS first made after such anniversary date, one LIMIT OF
LIABILITY shall apply for the remainder of the POLICY PERIOD. Such
LIMIT OF LIABILITY shall be separate from the LIMIT OF LIABILITY
provided during the POLICY YEAR immediately preceding such
anniversary date. All premiums paid as of such anniversary date
shall be fully earned and in no respect refundable.
9. CHANGES AND ASSIGNMENTS
The terms and conditions of this POLICY shall not be waived or changed,
nor shall an assignment of interest under this POLICY be binding, except
by an endorsement to this POLICY issued by the INSURER.
10. ADVANCEMENT OF DEFENSE COSTS
Except in those instances when the INSURER has denied liability for the
CLAIM because of the application of one or more exclusions, or other
coverage issues, if the COMPANY refuses or is financially unable to
advance DEFENSE COSTS, the INSURER shall, upon request and if proper
documentation accompanies the request, advance on behalf of the INSUREDS,
or any of them, DEFENSE COSTS that they have incurred in connection with
a CLAIM, prior to disposition of such CLAIM. In the event that the
INSURER so advances DEFENSE COSTS and it is finally established that the
INSURER has no liability hereunder, such INSUREDS on whose behalf
advances have been made and the COMPANY, to the full extent legally
permitted, agree to repay to the INSURER, upon demand, all monies
advanced.
11. CURRENCY
All premium, limits, retentions, LOSS and other amounts under this POLICY
are expressed and payable in the currency of the United States of
America.
9
14
12. HEADINGS
The descriptions in the headings and sub-headings of this POLICY are
inserted solely for convenience and do not constitute any part of the
terms or conditions hereof.
13. INSUREDS' REPORTING DUTIES
The INSUREDS and/or the COMPANY shall give written notice to the INSURER
of any of the following as soon as practicable after the in-house general
counsel or risk manager of the COMPANY first learns thereof:
(a) any CLAIM described in subpart (b) (1) of Clause 2 (Definitions)
above, which notice shall include the nature of the WRONGFUL ACT,
the alleged injury, the names of the claimants, and the manner in
which the INSUREDS or COMPANY first became aware of the CLAIM; or
(b) any event described in subpart (a) of Clause 8 (Cancellation)
above,
The INSUREDS and the COMPANY shall cooperate with the INSURER and give
such additional information as the INSURER may reasonably require.
14. LOSS PROVISIONS
(a) The time when a CLAIM shall be made for purposes of determining the
application of Clause 1 (Insuring Clause) above shall be the date
on which the CLAIM is first made against the INSURED.
(b) If during the POLICY PERIOD, the INSUREDS or the COMPANY shall
become aware of any circumstances that are likely to give rise to a
CLAIM being made against the INSUREDS and shall give written notice
to the INSURER of the circumstances and the reasons for
anticipating a CLAIM, with particulars as to dates and persons
involved, then any CLAIM that is subsequently made against the
INSUREDS arising out of such circumstances shall be treated as a
CLAIM made during the first POLICY YEAR in which the INSUREDS or
the COMPANY gave such notice.
(c) The COMPANY and the INSUREDS shall give the INSURER such
information and cooperation as it may reasonably require and as
shall be in the COMPANY'S and the lNSUREDS' power.
15. OTHER INSURANCE
Subject to subparts (e) and (f) of Clause 3 (Exclusions) above, if other
valid and collectible insurance with any other insurer, whether such
insurance is issued before, concurrent with, or after inception of this
POLICY, is available to the INSUREDS covering a CLAIM also covered by
this POLICY, other than insurance that is issued specifically as
insurance in excess of the insurance afforded by this POLICY, this POLICY
shall be in excess of and shall not contribute with such other insurance.
Without limiting the foregoing, this POLICY is specifically excess of and
shall not contribute with any insurance which is maintained by a
NON-PROFIT OUTSIDE ENTITY and available to an INSURED. Nothing herein
shall be construed to make this POLICY subject to the terms of other
insurance.
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15
16. NOTICE
All notices under any provision of this POLICY shall be in writing and
given by prepaid express courier or electronic service properly addressed
to the appropriate party at the respective addresses as shown in Items V
and VI of the Declarations. Notice so given shall be deemed to be
received and effective upon actual receipt thereof by the party or one
day following the date such notice is sent, whichever is earlier. Notice
to the INSURER of any CLAIM shall be directed to the attention of the
INSURER's Claims Department. All other notices to the INSURER shall be
directed to the attention of the INSURER's Underwriting Department.
17. REPRESENTATION
By acceptance of this POLICY, the company named in Item I of the
Declarations agrees to represent the INSUREDS with respect to all matters
under this POLICY, including, but not limited to, the giving and
receiving of notice of CLAIM or cancellation or desire not to extend the
POLICY, the payment of premiums, the receiving of LOSS payments and any
return premiums that may become due under this POLICY, the requesting,
receiving, and acceptance of any endorsement to this POLICY, and the
submission of a dispute to arbitration. The INSUREDS agree that said
company shall represent them but, for purposes of the investigation,
defense, settlement, or appeal of any CLAIM, the INSUREDS who are named
as defendants in the CLAIM may, upon their unanimous agreement and upon
notice to the INSURER, replace said company with another agent to
represent them with respect to the CLAIM, including giving and receiving
of notice of CLAIM and other correspondence, the receiving of LOSS
payments, and the submission of a dispute to arbitration.
18. SEVERABILITY
(a) The APPLICATION for coverage shall be construed as a separate
APPLICATION for coverage by each INSURED. With respect to the
declarations and statements contained in such APPLICATION for
coverage, no statement in the APPLICATION or knowledge possessed by
any one INSURED shall be imputed to any other INSURED for the
purpose of determining the availability of coverage with respect to
CLAIMS made against any other INSURED.
The acts, omissions, knowledge, or warranties of any INSURED shall
not be imputed to any other INSURED with respect to the coverages
applicable under this POLICY.
(b) This POLICY shall not be rescinded by the INSURER in whole or in
part based upon the restatement of, or any misstatement or error
in, any financial statements of the COMPANY contained within the
APPLICATION.
(c) In the event that any provision of this POLICY shall be declared or
deemed to be invalid or unenforceable under any applicable law,
such invalidity or unenforceability shall not affect the validity or
enforceability of the remaining portion of this POLICY.
11
16
19. SPOUSAL LIABILITY
If a CLAIM against an INSURED includes a claim against the INSURED'S
lawful spouse solely by reason of (i) such spouse's status as a spouse of
the INSURED, or (ii) such spouse's ownership interest in property which
the claimant seeks as recovery for alleged WRONGFUL ACTS of the INSURED,
all loss which such spouse becomes legally obligated to pay by reason of
such CLAIM shall be treated for purposes of this POLICY as LOSS which the
INSURED becomes legally obligated to pay by reason of the CLAIM made
against the INSURED. Such spousal loss shall be covered under the POLICY
only if and to the extent such loss would be covered if incurred by the
INSURED.
The coverage extension afforded by this Clause 19 does not apply to the
extent such CLAIM alleges a wrongful act or omission by the INSURED's
spouse.
20. SUBROGATION
In the event of any payment under this POLICY, the INSURER shall be
subrogated to the extent of such payment to all the INSUREDS' rights of
recovery, and the INSUREDS shall execute all papers reasonably required
and shall take all reasonable actions that may be necessary to secure
such rights including the execution of such documents necessary to enable
the INSURER effectively to bring suit in the name of the INSUREDS,
including but not limited to an action against the COMPANY for nonpayment
of indemnity due and owing to the INSUREDS by the COMPANY.
21. ACQUISITION, CREATION OR DISPOSITION OF A SUBSIDIARY
(a) Coverage shall apply to the INSUREDS of any subsidiary corporation
or limited liability company in which more than 50% of the
outstanding securities representing the present right to vote for
election of directors or MANAGERS is owned, directly or indirectly,
in any combination, by the COMPANY and/or one or more of its
SUBSIDIARIES, and which is acquired or created after the inception
of this POLICY, if written notice is given to the INSURER within
sixty (60) days after the acquisition or creation, and any
additional premium required by the INSURER is paid within thirty
(30) days of the request therefor by the INSURER. The INSURER
waives the obligation to provide notice and to pay any additional
premium if the assets of such newly created or acquired company are
not more than 15% of the total assets of the COMPANY or
$500,000,000, whichever is less. The coverage provided for the
INSUREDS of such new subsidiary shall be limited to CLAIMS for
WRONGFUL ACTS actually or allegedly taking place subsequent to the
date of acquisition or creation of the subsidiary.
(b) Coverage shall not apply to directors, MANAGERS, officers and
employees of any subsidiary, including a SUBSIDIARY as defined in
Clause 2 (Definitions) above, for CLAIMS for WRONGFUL ACTS actually
or allegedly taking place subsequent to the date that the COMPANY
and/or one or more of its SUBSIDIARIES, directly or indirectly, in
any combination, ceases to own more than 50% of the outstanding
securities representing the present right to vote for election of
directors or MANAGERS in such subsidiary.
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22. BANKRUPTCY
In the event a liquidation or reorganization proceeding is commenced by
or against a COMPANY pursuant to the United States Bankruptcy Code, as
amended, or any similar state or local law, the COMPANY and the INSUREDS
hereby (i) waive and release any automatic stay or injunction which may
apply in such proceeding to this POLICY or its proceeds under such
Bankruptcy Code or law, and (ii) agree not to oppose or object to any
efforts by the INSURER, the COMPANY or any INSURED to obtain relief from
any such stay or injunction.
In the event the COMPANY becomes a debtor in possession under the United
States Bankruptcy Code or an equivalent status under the law of any other
country and the aggregate LOSS due under this POLICY exceeds the
remaining available LIMIT OF LIABILITY, the INSURER shall:
(a) first pay such LOSS allocable to WRONGFUL ACTS that are actually or
allegedly caused, committed, or attempted prior to the COMPANY
becoming a debtor in possession, then
(b) with respect to whatever remaining amount of the LIMIT OF LIABILITY
is available after payment under (a) above, pay such LOSS allocable
to WRONGFUL ACTS that are actually or alleged caused, committed, or
attempted after the COMPANY became a debtor in possession.
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[CODA LOGO]
CORPORATE OFFICERS & DIRECTORS ASSURANCE LTD.
Endorsement No. 24 Effective Date of Endorsement June 30, 2001
Attached to and forming part of POLICY No. PG-1O6C
COMPANY THE PROCTER AND GAMBLE COMPANY/THE PROCTER AND GAMBLE
FUND/OFFICERS OF OPERATING UNITS OF PROCTER AND GAMBLE COMPANY
In consideration of the premium paid for this POLICY, it is hereby understood
and agreed that:
CORPORATE REIMBURSEMENT AND ENTiTY COVERAGE ENDORSEMENT
Note: The corporate reimbursement and entity coverage provided by this
endorsement is subject to a deductible equal to the LIMIT OF LIABILITY with
respect to such coverage and therefore the INSURER will never be liable to
reimburse the COMPANY for any amounts under this endorsement. This endorsement
is issued at the COMPANY'S request solely to facilitate the COMPANY'S purchase
of coverage in excess of this POLICY by providing a corporate reimbursement and
entity coverage POLICY form.
- (A) Item III (LIMIT OF LIABILITY) of the Declarations of this
POLICY is hereby deleted in its entirety and replaced with the
following:
Item III. LIMIT OF LIABILITY:
(A) $25,000,000 Aggregate LIMIT OF LIABILITY for all LOSS
under Part 1of Clause 1 (Insuring Clause)
arising from all CLAIMS first made during
each POLICY YEAR.
(B) $25,000,000 Aggregate LIMIT OF LIABILITY for all LOSS
under Part II of Clause 1 (Insuring Clauses)
arising from all CLAIMS first made during
each POLICY YEAR.
- (B) Items IV, V and VI of the Declarations of this POLICY are
hereby renumbered as Items V, VI and VII, respectively, and the
following Item IV is hereby inserted in the Declarations:
Item IV. DEDUCTIBLE:
$25,000,000 In the aggregate for all LOSS arising from
a single CLAIM covered by Part 1 of Clause 1
(Insuring Clause).
PAGE 1 of 4
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- (C) Clause 1 (Insuring Clause) of this POLICY is hereby deleted in
its entirety and replaced with the following:
1. INSURING CLAUSE
PART I
(a) Subpart to the Deductible as set forth in paragraph (c) of
this Part I, the INSURER shall pay on behalf of the COMPANY
amounts for which the COMPANY grants indemnification to the
INSUREDS, pursuant to the COMPANY'S charter or other similar
formative documents or by-laws or written agreements of the
COMPANY, duly effective under applicable law, for LOSS that
the INSUREDS are legally obligated to pay by reason of any
CLAIM or CLAIMS first made against the INSUREDS or any of
them during the POLICY PERIOD for any WRONGFUL ACTS that are
actually or allegedly caused, committed or attempted prior
to the end of the POLICY PERIOD by the INSUREDS, not
exceeding the LIMIT OF LIABILITY stated in Item III (A) of
the Declarations.
(b) Subject to the Deductible as set forth in paragraph (c) of
this Part I, the INSURER shall pay on behalf of the COMPANY
LOSS that the COMPANY is legally obligated to pay on behalf
of the COMPANY LOSS that the COMPANY is legally obligated to
pay by reason of any SECURITIES CLAIM or SECURITIES CLAIMS
first made against the COMPANY during the POLICY PERIOD for
any WRONGFUL ACTS that are actually or allegedly caused,
committed or attempted prior to the end of the POLICY PERIOD
by the INSUREDS or the COMPANY, not exceeding the LIMIT OF
LIABILITY stated in Item III(A) of the Declarations.
(c) In respect of all LOSS arising from a single CLAIM covered
under this Part I, this POLICY shall pay only the amount in
excess of the amount stated in item IV of the Declarations
as the Deductible, and the LIMIT OF LIABILITY stated in Item
III(A) of the Declarations shall be reduced by the amount of
such Deductible.
PART II
The INSURER shall pay on behalf of the INSUREDS or any of
them, any and all LOSS that the INSUREDS shall become
legally obligated to pay by reason of any CLAIM or CLAIMS
first made against the INSUREDS or any of them during the
POLICY PERIOD, for any WRONGFUL ACTS that are actually or
allegedly caused, committed, or attempted prior to the end
of the POLICY PERIOD by the INSUREDS, not exceeding the
LIMIT OF LIABILITY stated in Item III (B) of the
Declarations.
(-) Subpart (e) of Clause 2 (Definitions) of this POLICY is hereby
amended to also include the following: in its entirety and replaced
with the following:
(4) with respect to SECURITIES CLAIMS, the COMPANY.
PAGE 2 OF 4
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- (E) Subpart (f) of Clause 2 (Definitions) of this POLICY is hereby
deleted in its entirety and replaced with the following:
(f) "LIMIT OF LIABILITY" shall mean the amount described in
Item III (A) or (B) of the Declarations. Regardless of the
time of payment of LOSS by the INSURER, the LIMITS OF
LIABILITY as stated in Item III (A) and (B) of the
Declarations (as reduced by the amount of the applicable
Deductible) shall be the maximum liability of the INSURER as
respects Part I and Part II, respectively of Clause 1
(Insuring Clause) for all LOSS arising from all CLAIMS first
made during each POLICY YEAR. Reasonable and necessary
attorneys fees incurred in investigating and defending a
CLAIM shall be part of and not in addition to the LIMITS OF
LIABILITY as stated in Item III (A) and (B) of the
Declarations and payment by the INSURER under such Part II
of such attorneys fees shall reduce the LIMIT OF LIABILITY
as stated in such Item III (B).
- (F) Subpart (h) of Clause 2 (Definitions) of this POLICY is hereby
amended by the addition, at the end of the subpart, of the following:
Further, with respect to Coverage under Part I(b) of
Clause 1 (Insuring Clause) only, LOSS shall not include
damages, judgements or settlements which the COMPANY has
paid or agreed to pay arising out of the COMPANY
allegedly paying an inadequate price or consideration for
the purchase of its own securities or the securities of a
SUBSIDIARY.
- (G) The following additional definition is added to Clause 2
(Definitions):
"SECURITIES CLAIM" shall mean a CLAIM which is whole or in
part alleges a violation of the Securities Act of 1933, the
Securities Exchange Acts of 1934, any similar federal or
state securities law, or any rules of regulations
promulgated thereunder, in connection with the purchase or
sale of, or offer to purchase or sell, any securities issued
by the COMPANY. SECURITIES CLAIM shall not mean or include a
criminal or administrative proceeding against the COMPANY.
- (H) Subpart (h) of Clause 2 (Definitions) of this POLICY is hereby
deleted in its entirety and replaced with the following:
"WRONGFUL ACT" shall mean (1) with respect to all INSUREDS
except the COMPANY, any actual or alleged error, misstatement,
misleading statement or act, omission, neglect, or breach or
duty by the INSUREDS while acting, individually or
collectively, in their capacities as directors or officers of
the COMPANY, or any other matter claimed against them by
reason of their serving as directors or officers of the
COMPANY, and (2) with respect to the COMPANY, any actual or
alleged error, misstatement, misleading statement or act,
omission, neglect or breach or duty by the COMPANY but solely
as respects a SECURITIES CLAIM covered by this POLICY. All
such errors, misstatements, misleading statements or acts,
omissions, neglects or breaches of duty actually or allegedly
caused, committed or attempted by or claimed against one or
more of the INSUREDS arising out of or relating to the same or
series of related facts, circumstances, situations,
transactions or events shall be deemed to be a single WRONGFUL
ACT.
PAGE 3 OF 4
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- (I) Subpart (a) of Clause 3 (Exclusions) of this POLICY is hereby
modified by the addition, at the beginning of the subpart,
of the following:
(a) As respects Part II of Clause 1 (Insuring
Clause),
- (J) Clause 10 (Payment for LOSS) of this POLICY is hereby modified
by the addition, at the beginning of the Clause, of the
following:
As respects Part II of Clause 1 (Insuring Clause),
- (K) Clause 17 (Representation) of this POLICY is hereby modified
by the addition, at the beginning of the Clause, of the
following:
As respects Part II of Clause 1 (Insuring Clause),
Nothing herein shall be held to vary, after, waive or extend any of the terms,
conditions, exclusions or limitations of this POLICY, except as expressly
stated herein. This endorsement is part of such POLICY and is incorporated
therein.
BY /s/ Jonathan Evans
-----------------------------
AUTHORIZED REPRESENTATIVE
END 02
ED 05/89 PAGE 4 OF 4
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CORPORATE OFFICERS & DIRECTORS ASSURANCE LTD.
Endorsement No. 23 Effective Date of Endorsement JUNE 30, 2001
Attached to and forming part of POLICY No. PG-1O6C
COMPANY THE PROCTER AND GAMBLE COMPANY/THE PROCTER AND GAMBLE
FUND/OFFICERS OF OPERATING UNITS OF PROCTER AND GAMBLE COMPANY
In consideration of the premium paid for this POLICY, it is hereby understood
and agreed that:
1. The definition of "INSUREDS" is amended to also include all natural persons
who were, now are, or shall be duly appointed trustees of the COMPANY's
Profit Sharing Trust and Employee Stock Ownership Plan ("Plan"), provided
that such person is a party to and shall be entitled to any COMPANY
indemnification afforded by The Proctor & Gamble Profit Sharing Trust and
Employee Stock Ownership Plan Trust Agreement.
2. The coverage afforded under this POLICY by reason of this endorsement shall
be specifically excess of any fiduciary liability insurance purchased or
maintained by the COMPANY or the Plan for the benefit of the Plan and its
fiduciaries.
Nothing herein shall be held to vary, alter, waive or extend any of the terms,
conditions, exclusions or limitations of this POLICY, except as expressly
stated herein. This endorsement is part of such POLICY and is incorporated
therein.
BY /s/ Jonathan Evans
----------------------------
AUTHORIZED REPRESENTATIVE
23
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CORPORATE OFFICERS & DIRECTORS ASSURANCE LTD.
Endorsement No. 22 Effective Date of Endorsement JUNE 30, 2001
Attached to and forming part of POLICY No. PG-1O6C
COMPANY THE PROCTER AND GAMBLE COMPANY/THE PROCTER AND GAMBLE
FUND/OFFICERS OF OPERATING UNITS OF PROCTER AND GAMBLE COMPANY
In consideration of the premium paid for this POLICY, it is hereby understood
and agreed that on the Outside Positions Endorsement (Endorsement No. 2.)
Section A(1) is amended to read after the word "foundation" as follows:
Trustees of Procter & Gamble's Global Pension Funds
Nothing herein shall be held to vary, alter, waive or extend any of the terms,
conditions, exclusions or limitations of this POLICY, except as expressly
stated herein. This endorsement is part of such POLICY and is incorporated
therein.
BY /s/ Jonathan Evans
----------------------------
AUTHORIZED REPRESENTATIVE
24
[CODA Logo]
CORPORATE OFFICERS & DIRECTORS ASSURANCE LTD.
Endorsement No. 21 Effective Date of Endorsement JUNE 30, 2001
Attached to and forming part of POLICY No. PG-1O6C
COMPANY THE PROCTER AND GAMBLE COMPANY/THE PROCTER AND GAMBLE
FUND/OFFICERS OF OPERATING UNITS OF PROCTER AND GAMBLE COMPANY
In consideration of the premium paid for this POLICY, it is hereby understood
and agreed that on the Outside Positions Endorsements Section A(1) is amended to
read after the word "foundation" as follows:-
Employee Stock Ownership Trust of the Procter & Gamble Profit Sharing Trust and
Employee Stock Ownership Plan.
Nothing herein shall be held to vary, alter, waive or extend any of the terms,
conditions, exclusions or limitations of this POLICY, except as expressly
stated herein. This endorsement is part of such POLICY and is incorporated
therein.
BY /s/ Jonathan Evans
----------------------------
AUTHORIZED REPRESENTATIVE
25
[CODA Logo]
CORPORATE OFFICERS & DIRECTORS ASSURANCE LTD.
Endorsement No. 20 Effective Date of Endorsement JUNE 30, 2001
Attached to and forming part of POLICY No. PG-1O6C
COMPANY THE PROCTER AND GAMBLE COMPANY/THE PROCTER AND GAMBLE
FUND/OFFICERS OF OPERATING UNITS OF PROCTER AND GAMBLE COMPANY
In consideration of the premium paid for this POLICY, it is hereby understood
and agreed that this POLICY is amended as indicated below. All other terms of
this POLICY remain unchanged.
OUTSIDE POSITIONS ENDORSEMENT:
SUBLIMIT, NON-SPECIFIC INDIVIDUALS
(A) Subject to the sublimit of liability set forth in (C) below, the
definition of "INSUREDS" is hereby extended to include:
(1) all persons who were, are, or shall be serving as directors,
officers, trustees, governors, partners or the equivalent
thereof for any corporation, partnership, joint venture,
eleemosynary institution, non-profit organization, industry
association, or foundation, (any such enterprises referred to
below as "Entity"), if:
(a) such activity is part of their duties regularly
assigned by the COMPANY, or
(b) they are a member of a class of persons so directed
to serve by the COMPANY.
(2) the estates, heirs, legal representatives or assigns of
deceased persons who were INSUREDS, as defined in subpart
(A)(1) above, and the legal representatives or assigns of
INSUREDS in the event of their incompetency, insolvency or
bankruptcy.
(B) It is further understood and agreed that this extension of coverage:
(1) is to be excess of any other insurance and excess of any
director or officer liability insurance and/or company
reimbursement insurance any conditions in such other insurance
notwithstanding:
END 06
ED 05 89 PAGE 1 OF 3
26
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(2) shall not apply to any LOSS for which such Entity or the
COMPANY actually pays or indemnifies or is required or
permitted to pay on behalf of or to indemnify the INSUREDS
pursuant to the charter or other similar formative document or
by-laws or written agreements of such Entity or the COMPANY
duly effective under applicable law, that determines and
defines such rights of indemnity; provided, however, this
subpart (2) shall not apply if:
(a) such Entity and the COMPANY refuse to indemnify or
advance defense or other costs as required or
permitted, or if such Entity and the COMPANY are
financially unable to indemnify; and
(b) the INSUREDS comply with Clause 20 (Subrogation) of
the POLICY;
(3) shall not apply to any LOSS in connection with any CLAIM made
against the INSUREDS in their capacity as directors or
officers of Corporate Officers & Directors Assurance Ltd. or
Corporate Officers & Directors Assurance Holding, Ltd.; and
(4) is not to be construed to extend to the Entity nor to any
other director, officer, trustee, governor, partner or
employee of such Entity.
(C) In lieu of the LIMIT OF LIABILITY stated in Item III of the
Declarations, the limit of liability of the INSURER for this extension
of coverage shall be $25,000,000 in the aggregate for all LOSS which is
covered by reason of this extension of coverage and which is paid on
behalf of all INSUREDS arising from all CLAIMS first made during each
POLICY YEAR. It is understood that the amount stated in Item III of the
Declarations is the maximum amount payable by the INSURER under this
POLICY for all CLAIMS first made during each POLICY YEAR, and that this
Endorsement extends coverage with a sublimit which further limits the
INSURER'S liability and does not increase the INSURER'S maximum
liability beyond the LIMIT OF LIABILITY stated in Item III of the
Declarations. It is further understood that such sublimit is separate
from and payment of LOSS pursuant to this Endorsement does not reduce
the sublimit or limit contained in any other Outside Positions
Endorsement to this POLICY.
(D) Solely for purposes of this extension of coverage, the definition of
"WRONGFUL ACT" is hereby modified to replace the word "COMPANY" with
the word "Entity" wherever the word "COMPANY" appears.
(E) Solely for purposes of applying subparts (i) and (j) of Clause 3
(Exclusions) of the POLICY to this extension of coverage, the
definition of "COMPANY" is hereby modified to include such Entity.
PAGE 2 OF 3
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Noting herein shall be held to vary, alter, waive or extend any of the terms,
conditions, exclusions or limitations of this POLICY, except as expressly
stated herein. This endorsement is part of such POLICY and is incorporated
therein.
BY /s/ Jonathan Evans
----------------------------
AUTHORIZED REPRESENTATIVE
PAGE 3 OF 3
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CORPORATE OFFICERS & DIRECTORS ASSURANCE LTD.
Endorsement No. 19 Effective Date of Endorsement JUNE 30, 2001
Attached to and forming part of POLICY No. PG-106C
COMPANY THE PROCTER AND GAMBLE COMPANY/THE PROCTER AND GAMBLE FUND/OFFICERS OF
OPERATING UNITS OF PROCTER AND GAMBLE COMPANY
AMENDED POLICY FORM
-------------------
3-YEAR MID-TERM: NEW FORM)
--------------------------
In consideration of the premium paid for this POLICY, it is hereby understood
and agreed that:
1. Coverage afforded by the INSURER under this POLICY for CLAIMS first
made against the INSUREDS after the effective date of this Endorsement
and prior to expiration of the POLICY PERIOD shall be subject to the
terms and conditions of this policy form and the Endorsements attached
to this policy form, and shall not be subject to the terms and
conditions of the previous policy form for this POLICY and its
Endorsements.
2. The issuance of this policy form and its Endorsements is intended to
implement amendments to the INSURER's standard policy form for all
similar policies issued by the INSURER and does not increase the LIMIT
OF LIABILITY of the INSURER or change the inception date, anniversary
date or POLICY YEAR under this POLICY.
Nothing herein shall be held to vary, after, waive or extend any of the terms,
conditions, exclusions or limitations of this POLICY, except as expressly stated
herein. This endorsement is part of such POLICY and is incorporated therein.
BY /s/ Jonathan Evans
----------------------------
AUTHORIZED REPRESENTATIVE
29
[CODA Logo]
CORPORATE OFFICERS & DIRECTORS ASSURANCE LTD.
Endorsement No. 18 Effective Date of Endorsement JUNE 30, 2001
Attached to and forming part of POLICY No. PG-106C
COMPANY THE PROCTER AND GAMBLE COMPANY/THE PROCTER AND GAMBLE FUND/OFFICERS
OF OPERATING UNITS OF PROCTER AND GAMBLE COMPANY
AMENDED POLICY FORM
-------------------
(3-YEAR MID-TERM: NEW FORM)
---------------------------
In consideration of the premium paid for this POLICY, It is hereby
understood and agreed that
1. Coverage afforded by the INSURER under this POLICY for CLAIMS first
made against the INSUREDS after the effective date of this Endorsement
and prior to expiration of the POLICY PERIOD shall be subject to the
terms and conditions of this policy form and the Endorsements attached
to this policy form, and shall not be subject to the terms and
conditions of the previous policy form for this POLICY and its
Endorsements.
2. The issuance of this policy form and its Endorsements is intended to
implement amendments to the INSURER's standard policy form for all
similar policies issued by the INSURER and does not increase the LIMIT
OF LIABILITY of the INSURER or change the inception date, anniversary
date or POLICY YEAR under this POLICY.
Nothing herein shall be held to vary, after, waive or extend any of the terms,
conditions, exclusions or limitations of this POLICY, except as expressly
stated herein. This endorsement is part of such POLICY and is incorporated
therein.
BY /s/ Jonathan Evans
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AUTHORIZED REPRESENTATIVE