Exhibit (99.1)
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Directors and Officers Liability Policy
DIRECTORS AND OFFICERS LIABILITY INSURANCE POLICY
Issued By
CODA
CORPORATE OFFICERS & DIRECTORS ASSURANCE LTD.
In Hamilton, Bermuda
THIS IS A CLAIMS FIRST MADE POLICY. DEFENSE AND OTHER COSTS
ARE INCLUDED IN THE LIMIT OF LIABILITY.
THIS IS A THREE-YEAR POLICY WITH AN AUTOMATIC
EXTENSION PROVISION.
PLEASE READ THIS POLICY CAREFULLY.
Words and phrases that appear below in all capital letters have
the special meanings set forth in Clause 2 (Definitions).
DECLARATIONS
Policy No. PG-106C
Item I COMPANY: The Procter & Gamble Company
The Procter & Gamble Fund
Principal Address: One Procter & Gamble Plaza
Cincinnati, OH 45202
Item II POLICY PERIOD: From Mar 15, 1987 to June 30, 1996
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 first POLICY YEAR: $850,000
(prepaid total for three years)
6/30/93-94 Year - $325,000
6/30/94-95 Year - $340,000
6/30/95-96 Year - $345,000
At each anniversary
thereafter: Subject to adjustment on each anniversary
date in accordance with Clause 7 (Automatic
Extension) of this POLICY.
Item V 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 below, 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.
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Item VI 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 809-295-5221, Telex 3543 ACEILBA, and
shall be given or made in accordance with Clause 16 (Notice) of
this POLICY.
This POLICY shall constitute the entire contract between the INSUREDS, the
COMPANY, and the INSURER.
Endorsements 1 to 7 are made part of this POLICY at POLICY issuance.
Countersigned at Hamilton, Bermuda
on August 16, 1993
by /s/CHARLES D. SMITH
Signature of Authorized Representative
TABLE OF CONTENTS
Clause Page
1. Insuring Clause......................................................
2. Definitions..........................................................
3. Exclusions...........................................................
4. Appeals..............................................................
5. Arbitration..........................................................
6. Assistance and Cooperation...........................................
7. Automatic Extension..................................................
8. Cancellation.........................................................
9. Changes and Assignments..............................................
10. Payment of LOSS......................................................
11. Currency.............................................................
12. Headings.............................................................
13. INSUREDS' Reporting Duties...........................................
14. LOSS Provisions......................................................
15. Other Insurance......................................................
16. Notice...............................................................
17. Representation.......................................................
18. Severability.........................................................
19. Special POLICY Revisions.............................................
20. Subrogation..........................................................
21. Acquisition, Creation or Disposition of a Subsidiary.................
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, 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 judicial or administrative suit or
proceeding against any INSURED which seeks monetary,
equitable or other relief, 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 are likely to give rise to a CLAIM
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 the company shown in Item I of the
Declarations, any company that was a predecessor company to
the company shown in Item I of the Declarations, any
SUBSIDIARY of either such company and, if covered in
accordance with subpart (a) of Clause 21 (Acquisition,
Creation or Disposition of a Subsidiary) below, any other
subsidiary.
(d) "INSUREDS" shall mean one or more of the following:
(1) all persons who were, now are, or shall be duly
elected or appointed directors or officers of the
COMPANY; or
(2) 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.
(e) "INSURER" shall mean Corporate Officers & Directors Assurance,
Ltd., Hamilton, Bermuda.
(f) "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. Reasonable and necessary attorneys fees
incurred in investigating and defending a CLAIM 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
such attorneys fees shall reduce the LIMIT OF LIABILITY.
(g) "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 and reasonable and necessary
costs of investigation and defense of CLAIMS and appeals
therefrom (including but not limited to attorneys fees but
excluding all salaries and office expenses of the COMPANY,
amounts paid to counsel as general retainer fees, and all
other expenses that cannot be directly allocated to a
specific CLAIM), and cost of attachment or similar bonds,
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).
(h) "POLICY" shall mean this insurance policy, including the
APPLICATION, the Declarations, and any endorsements hereto
issued by the INSURER.
(i) "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 (c) or (d) of
Clause 8 (Cancellation) below, the POLICY PERIOD shall end
upon the effective date of such cancellation.
(j) "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.
(k) "SUBSIDIARY" shall mean any corporation in which more than 50%
of the outstanding securities representing the present right
to vote for election of directors 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.
(l) "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 in their
individual or collective capacities as directors or officers
of the COMPANY, or any other matter claimed against them by
reason of their being directors or officers of the COMPANY.
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:
(a) for which 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 the COMPANY duly
effective under applicable law, that determines and defines
such rights of indemnity; provided, however, this exclusion
shall not apply if:
(1) the COMPANY refuses to indemnify or advance defense
or other costs as required or permitted, or if the
COMPANY is 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;
(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;
(d) for an accounting of profits in fact made from the purchase or
sale by the INSUREDS of securities of the COMPANY within the
meaning of Section 16(b) of the Securities Exchange Act of
1934 and amendments thereto or similar provisions of any state
statutory law or common law;
(e) 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;
(f) 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;
(g) 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;
(h) for personal injury, advertising injury, 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 any
derivative action brought against any INSURED;
(i) by, on behalf of, at the behest of, or in the right of the
COMPANY, if initiated by the management 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) or (b) of Clause 8 (Cancellation) below, and the
CLAIM is initiated by the management of the COMPANY after the
date of such event; or
(j) 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, employees or agents
of any entity other than the COMPANY or by reason of their
being directors, officers, trustees, governors, partners,
employees or agents of such other entity.
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) Any dispute arising in connection with this POLICY shall be
fully determined in Bermuda under the provisions of the
Bermuda Arbitration Act of 1986, as amended and supplemented,
by a Board of Arbitration composed of three arbitrators who
shall all be disinterested, active or retired business
executives having knowledge relevant to the matters in
dispute, and who shall be selected for each controversy as
follows:
Either party to the dispute may, once a CLAIM or demand on his
part has been denied or remains unsatisfied for a period of
twenty (20) calendar days by the other party, notify the other
of its desire to arbitrate the matter in dispute and at the
time of such notification the party desiring arbitration shall
notify the other party of the name of the arbitrator selected
by it. The other party who has been so notified shall within
ten (10) calendar days thereafter select an arbitrator and
notify the party desiring arbitration of the name of such
second arbitrator. If the party notified of a desire for
arbitration shall fail or refuse to nominate the second
arbitrator within ten (10) 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 ten
(10) calendar days, apply to the Supreme Court of Bermuda 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 who failed to select the second
arbitrator. The two arbitrators, chosen as above provided,
shall within ten (10) 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 the said ten (10) calendar day period,
either of the parties may within a period of ten (10) calendar
days thereafter, after notice to the other party, apply to the
Supreme Court of Bermuda 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 be deemed
fixed.
(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 shall be governed by and construed and enforced in
accordance with the internal laws of Bermuda, except insofar
as such laws may prohibit payment in respect of punitive
damages hereunder; provided, however, that 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) and in accordance with the intent
of the parties.
(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.
(e) Each party shall bear the expense of its own arbitrator. The
remaining costs of the arbitration shall be borne equally by
the parties to such arbitration.
(f) All decisions and awards by the Board of Arbitration shall be
final and binding upon the parties. The parties hereby agree
to exclude any right of appeal under Section 29 of the Bermuda
Arbitration Act of 1986 against any award rendered by the
Board of Arbitration and further agree to exclude any
application under Section 30(1) of the Bermuda Arbitration Act
of 1986 for a determination of any question of law by the
Supreme Court of Bermuda.
(g) All awards made by the Board of Arbitration may be enforced in
the same manner as a judgment or order from the Supreme Court
of Bermuda and judgment may be entered pursuant to the terms
of the award by leave from the Supreme Court of Bermuda.
(h) 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; 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.
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.
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 an affirmative vote of 2/3 of
the INSURER'S entire Executive Committee at a meeting of said Committee
prior to mailing of such notice. Any non-extension by the INSURER shall
be revoked as of the next meeting of the INSURER'S Board of Directors
if the Board at such meeting so determines by an affirmative vote of a
majority of the entire Board. If any such non-extension is so revoked
or if during the remainder of the POLICY PERIOD the INSURER agrees to
extend coverage, this POLICY shall be continued or such agreed coverage
may be extended, respectively, to the expiration date which would
otherwise be applicable if such notice of non-extension had not been
given, provided the COMPANY submits the extension application and pays
the charged premium.
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 at inception of the POLICY for Year 2 and Year 3 of the
POLICY, respectively. 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.
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
entities 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 of the company named in Item I
of the Declarations,
this POLICY shall not apply to any WRONGFUL ACTS actually or
allegedly taking place after the effective date of said
merger, consolidation or acquisition; however, this POLICY
shall remain in force for the remainder of the POLICY PERIOD
as to CLAIMS based upon WRONGFUL ACTS alleged to have been
committed prior to such date. All premiums paid or due at the
time of said merger, consolidation or acquisition shall be
fully earned and in no respect refundable.
(b) In the event of the appointment by any state or federal
official, agency or court of any receiver, conservator,
liquidator, trustee, rehabilitator or similar official to take
control of, supervise, manage or liquidate any entity included
within the definition of the COMPANY, or in the event such
entity becomes a debtor in possession, this POLICY shall not
apply to any WRONGFUL ACTS by the directors and officers of
such entity actually or allegedly taking place after the date
of such event. This POLICY shall remain in force for the
remainder of the POLICY PERIOD from said date as to CLAIMS for
(i) WRONGFUL ACTS by any other INSUREDS, and (ii) WRONGFUL
ACTS by the directors and officers of such entity alleged to
have been committed prior to the date of such event. All
premiums paid or due at the time of such event shall be fully
earned, and in no respect refundable. With respect to CLAIMS
first made after the date of such event for WRONGFUL ACTS by
the directors and officers of such entity, (i) the LIMIT OF
LIABILITY of this POLICY for the remainder of the POLICY
PERIOD shall be a continuation of the same limit, and not a
separate limit, as was in effect during the POLICY YEAR in
which such event occurred; and (ii) such CLAIMS shall be
deemed to have been first made during the POLICY YEAR in which
such event occurred for purposes of the LIMIT OF LIABILITY.
(c) This POLICY may be cancelled by mutual agreement and consent
of the INSURER, the COMPANY, and the INSUREDS, upon such terms
and conditions as respects return premium and/or future
premium adjustments and/or loss adjustments as the parties may
agree upon at the time of said cancellation.
(d) This POLICY may be cancelled by the INSURER upon granting of
365 days written notice, providing such cancellation is
determined to be appropriate by an affirmative vote of 3/4 of
the INSURER'S entire Board at a meeting of said Board prior to
mailing of said notice. 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.
(e) 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. PAYMENT OF LOSS
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 LOSS costs, the INSURER shall, upon request and if proper
documentation accompanies the request, advance on behalf of the
INSUREDS, or any of them, LOSS costs that they have incurred in
connection with a CLAIM, prior to disposition of such CLAIM. In the
event that the INSURER so advances LOSS 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.
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 as soon as practicable of any:
(a) 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) event described in subpart (a) or (b) of Clause 8
(Cancellation) above,
and 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 INSUREDS' power.
15. OTHER INSURANCE
Subject to subparts (f) and (g) 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. Nothing herein shall be construed to make this POLICY
subject to the terms of other insurance.
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.
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) 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.
19. SPECIAL POLICY REVISIONS
The INSURER may change this POLICY at any time by an affirmative vote
of a majority of the shareholders of the INSURER, in accordance with
the by-laws of the INSURER.
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 directors and officers of any
subsidiary corporation in which more than 50% of the
outstanding securities representing the present right to vote
for election of directors 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 30 days after the acquisition or creation, and
any additional premium required by the INSURER is paid within
thirty 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 10% of the total assets of
the COMPANY or $250,000,000, whichever is less. The coverage
provided for the directors and officers 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 and officers 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 in such subsidiary.
IN WITNESS WHEREOF, the INSURER has caused this POLICY to be signed by its
President and Secretary and countersigned on the Declarations Page by a duly
authorized agent of the INSURER.
/s/C. GRANT HALL /s/D. E. SNYDER
Secretary President
CORPORATE OFFICERS AND DIRECTORS ASSURANCE LTD.
Endorsement No. 1 Effective Date of Endorsement June 30, 1993
Attached to and forming part of POLICY No. PG-106C
COMPANY The Procter & Gamble Company
The Procter & Gamble Fund
It is understood and agreed that this POLICY is hereby amended as indicated
below. All other terms of this POLICY remain unchanged.
REVISED THREE-YEAR POLICY FORM ENDORSEMENT
------------------------------------------
(Replacement Policy Form)
It is understood and agreed that pursuant to Clause 19 "Special Policy
Revisions" and with the consent of the company named in Item I of the
Declarations, this POLICY is changed as of the effective date set forth above by
cancelling the POLICY form (including endorsements) in effect as of the
effective date of this Endorsement and reissuing the revised POLICY form
(including revised endorsement forms) to which this Endorsement is attached.
Coverage under this POLICY for all CLAIMS first made against the
INSUREDS prior to the effective date of this Endorsement shall be governed by
such prior POLICY form (including endorsements thereto). Coverage under this
POLICY for all CLAIMS first made against the INSUREDS on or after the effective
date of this Endorsement shall be governed by the POLICY form (including
endorsements) to which this Endorsement is attached.
Except as may be agreed to by the INSURER in writing, such change in
POLICY form shall not change the inception date, anniversary date, LIMIT OF
LIABILITY, or POLICY YEAR of this POLICY. The maximum liability of the INSURER
for all LOSS arising from all CLAIMS first made during the POLICY YEAR in which
this Endorsement becomes effective shall be the amount described in Item III of
the Declarations.
_______________________________ /s/CHARLES D. SMITH
Signature of Authorized Signature of Authorized
Representative of COMPANY Representative of INSURER
CORPORATE OFFICERS AND DIRECTORS ASSURANCE LTD.
Endorsement No. 2 Effective Date of Endorsement March 15, 1990
Attached to and forming part of POLICY No. PG-106C
COMPANY The Procter & Gamble Company
The Procter & Gamble Fund
It is understood and agreed that this POLICY is hereby 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;
(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 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.
/s/CHARLES D. SMITH
Signature of Authorized
Representative
CORPORATE OFFICERS AND DIRECTORS ASSURANCE LTD.
Endorsement No. 3 Effective Date of Endorsement March 15, 1987
Attached to and forming part of POLICY No. PG-106C
COMPANY The Procter & Gamble Company
The Procter & Gamble Fund
It is understood and agreed that this POLICY is hereby amended as indicated
below. All other terms of this POLICY remain unchanged.
Divisional Managers Endorsement
-------------------------------
Subpart (d) of Clause 2 (Definitions) of the POLICY is hereby deleted in its
entirety and replaced with the following:
(d) "INSUREDS" shall mean:
(1) all persons who were, now are, or shall be duly
elected or appointed directors, officers or
divisional managers of the Company; or
(2) the estates, heirs, legal representatives or assigns
of deceased INSUREDS who were directors, officers or
divisional managers of the COMPANY at the time of the
WRONGFUL ACT upon which such CLAIMS are based were
committed, and the legal representatives or assigns
of INSUREDS in the event of their incompetency,
insolvency or bankruptcy.
By /s/CHARLES D. SMITH
Authorized Representative
CORPORATE OFFICERS AND DIRECTORS ASSURANCE LTD.
Endorsement No. 4 Effective Date of Endorsement March 15, 1987
Attached to and forming part of POLICY No. PG-106C
COMPANY The Procter & Gamble Company/The Procter & Gamble Fund
It is hereby understood and agreed exclusion 3(h) is amended to read as
follows:-
(h) for 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 any derivative action brought against any
INSURED.
All other terms and conditions remain unchanged.
By /s/CHARLES D. SMITH
Authorized Representative
CORPORATE OFFICERS AND DIRECTORS ASSURANCE LTD.
Endorsement No. 5 Effective Date of Endorsement March 15, 1991
Attached to and forming part of POLICY No. PG-106C
COMPANY The Procter & Gamble Company/The Procter & Gamble Fund
IN CONSIDERATION OF THE PREMIUM CHARGED, IT IS HEREBY UNDERSTOOD AND AGREED THAT
ITEM 1 ON THE DECLARATIONS IS AMENDED TO INCLUDE:-
"OFFICERS OF OPERATING UNITS OF PROCTER AND GAMBLE COMPANY"
ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.
By /s/CHARLES D. SMITH
Authorized Representative
CORPORATE OFFICERS AND DIRECTORS ASSURANCE LTD.
Endorsement No. 6 Effective Date of Endorsement March 15, 1992
Attached to and forming part of POLICY No. PG-106C
COMPANY The Procter & Gamble Company/The Procter & Gamble Fund/
Officers of Operating Units of Procter & Gamble Company
IN CONSIDERATION OF THE ADDITIONAL PREMIUM OF $95,000 IT IS HEREBY UNDERSTOOD
AND AGREED THAT THE "POLICY PERIOD" OF THIS POLICY IS EXTENDED TO JUNE 30, 1994.
ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.
By /s/CHARLES D. SMITH
Authorized Representative
CODA
CORPORATE OFFICERS AND DIRECTORS ASSURANCE LTD.
Endorsement No. 7 Effective Date of Endorsement June 30, 1993
Attached to and forming part of POLICY No. PG-106C
COMPANY The Procter & Gamble Company/The Procter & Gamble Fund
Officers of Operating Units of Procter & Gamble Company
It is understood and agreed that this POLICY is hereby amended as indicated
below. All other terms of this POLICY remain unchanged.
THREE-YEAR POLICY REVISION
GRANDFATHER ENDORSEMENT
Clause 8(e) of the POLICY is deleted in its entirety and Clause 7 of the POLICY
is amended to read in its entirety as follows:
Except in the event this POLICY is canceled 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 an affirmative vote of a majority of
the INSURER's entire Board at a meeting of said Board prior to mailing
of such notice.
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.
As of the second anniversary of the Effective Date of this Endorsement, (i) the
foregoing deletion of Clause 8(e) and amendment of Clause 7 shall terminate,
(ii) Clause 8(e) shall read in its entirety as set forth in the POLICY form to
which this Endorsement is attached, and (iii) Clause 7 shall read in its
entirety as follows:
Except in the event this POLICY is canceled 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 an affirmative vote of 2/3 of
the INSURER'S entire Executive Committee at a meeting of said Committee
prior to mailing of such notice. Any non-extension by the INSURER shall
be revoked as of the next meeting of the INSURER'S Board of Directors
if the Board at such meeting so determines by an affirmative vote of a
majority of the entire Board. If any such non-extension is so revoked
or if during the remainder of the POLICY PERIOD the INSURER agrees to
extend coverage, this POLICY shall be continued or such agreed coverage
may be extended, respectively, to the expiration date which would
otherwise be applicable if such notice of Non-extension had not been
given, provided the COMPANY submits the extension application and pays
the charged premium.
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 the two respective POLICY YEARS remaining in the
POLICY PERIOD as of the effective date of this Endorsement. 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.
/s/CHARLES D. SMITH
Siganture of Authorized Representative
CORPORATE OFFICERS AND DIRECTORS ASSURANCE LTD.
Endorsement No. 8 Effective Date of Endorsement March 15, 1990
Attached to and forming part of POLICY No. PG-106C
COMPANY The Procter & Gamble Company/The Procter & Gamble Fund
Officers of Operating Units of Procter & Gamble Company
In consideration of the premium charged 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.
All other terms and conditions remain unchanged.
By /s/CHARLES D. SMITH
Authorized Representative
CORPORATE OFFICERS AND DIRECTORS ASSURANCE LTD.
Endorsement No. 9 Effective Date of Endorsement June 30, 1994
Attached to and forming part of POLICY No. PG-106C
COMPANY The Procter & Gamble Company/The Procter & Gamble Fund
Officers of Operating Units of Procter & Gamble Company
It is understood and agreed that this POLICY is hereby amended as indicated
below. All other terms of this POLICY remain unchanged.
AUTOMATIC EXTENSION ENDORSEMENT
-------------------------------
(Extension Premium: $350,000)
In consideration of payment of the above-referenced premium, it is
understood and agreed that this POLICY shall be continued and the POLICY PERIOD
shall be extended to June 30, 1997, 12:01 A.M. Standard Time at the address of
the Company as stated in Item I of the Declarations.
It is further understood and agreed that the above-referenced premium
has been allocated and paid as follows:
Policy Year
Following Effective
Date of this Endorsement Premium
------------------------ -------
Year 94-95 340,000
Year 95-96 345,000
Year 96-97 350,000
-----------
$ 1,035,000
Less Prepaid Premium on hand $ 685,000
-----------
Additional Premium $ 350,000
-----------
-----------
By /s/PATRICK D. TANNOCK
Authorized Representative
CORPORATE OFFICERS AND DIRECTORS ASSURANCE LTD.
Endorsement No. 10 Effective Date of Endorsement June 30, 1995
Attached to and forming part of POLICY No. PG-106C
COMPANY The Procter & Gamble Company/The Procter & Gamble Fund
Officers of Operating Units of Procter & Gamble Company
It is understood and agreed that this POLICY is hereby amended as indicated
below. All other terms of this POLICY remain unchanged.
AUTOMATIC EXTENSION ENDORSEMENT
-------------------------------
(Extension Premium: $355,000)
In consideration of payment of the above-referenced premium, it is understood
and agreed that this POLICY shall be continued and the POLICY PERIOD shall be
extended to June 30, 1998, 12:01 A.M. Standard Time at the address of the
Company as stated in Item I of the Declarations.
It is further understood and agreed that the above-referenced premium has been
allocated and paid as follows:
Policy Year
Following Effective
Date of this Endorsement Premium
------------------------ -------
Year 95-96 $ 355,000
Year 96-97 $ 345,000 Deposit Premium
Year 97-98 $ 350,000 Deposit Premium
----------
$1,050,000
Less Prepaid Premium on hand ($ 695,000)
------------
Additional Premium $ 350,000
-----------
-----------
By /s/PATRICK D. TANNOCK
Authorized Representative
CORPORATE OFFICERS AND DIRECTORS ASSURANCE LTD.
Endorsement No. 11 Effective Date of Endorsement June 30, 1995
Attached to and forming part of POLICY No. PG-106C
COMPANY The Procter & Gamble Company/The Procter & Gamble Fund
Officers of Operating Units of Procter & Gamble Company
In consideration of the premium charged 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
All other terms and conditions remain unchaged
By_____________________________
Authorized Representative
CORPORATE OFFICERS AND DIRECTORS ASSURANCE LTD.
Endorsement No. 12 Effective Date of Endorsement June 30, 1996
Attached to and forming part of POLICY No. PG-106C
COMPANY The Procter & Gamble Company/The Procter & Gamble Fund
Officers of Operating Units of Procter & Gamble Company
It is hereby understood and agreed that this POLICY is hereby amended as
indicated below. All other terms of this POLICY remain unchanged.
AUTOMATIC EXTENSION ENDORSEMENT
-------------------------------
(Extension Premium: $355,000)
In consideration of payment of the above-referenced premium, it is understood
and agreed that this POLICY shall be continued and the POLICY PERIOD shall be
extended to June 30, 1999, 12:01 A.M. Standard Time at the address of the
Company as stated in Item I of the Declarations.
It is further understood and agreed that the above-referenced premium has been
allocated and paid as follows:
Policy Year
Following Effective
Date of this Endorsement Premium
------------------------ -------
Year 96-97 $ 355,000
Year 97-98 $ 345,000 Deposit Premium
Year 98-99 $ 350,000 Deposit Premium
----------
$1,050,000
Less Prepaid Premium on hand ($ 695,000)
------------
Additional Premium $ 350,000
-----------
-----------
By_______________________________
Authorized Representative
CORPORATE OFFICERS AND DIRECTORS ASSURANCE LTD.
Endorsement No. 13 Effective Date of Endorsement June 30, 1997
Attached to and forming part of POLICY No. PG-106C
COMPANY The Procter & Gamble Company/The Procter & Gamble Fund
Officers of Operating Units of Procter & Gamble Company
It is hereby understood and agreed that this POLICY is hereby amended as
indicated below. All other terms of this POLICY remain unchanged.
AUTOMATIC EXTENSION ENDORSEMENT
-------------------------------
(Extension Premium: $325,000)
In consideration of payment of the above-referenced premium, it is understood
and agreed that this POLICY shall be continued and the POLICY PERIOD shall be
extended to June 30, 2000, 12:01 A.M. Standard Time at the address of the
Company as stated in Item I of the Declarations.
It is further understood and agreed that the above-referenced premium has been
allocated and paid as follows:
Policy Year
Following Effective
Date of this Endorsement Premium
------------------------ -------
Year 97-98 $ 325,000
Year 98-99 $ 345,000 Deposit Premium
Year 99-00 $ 350,000 Deposit Premium
----------
$1,020,000
Less Prepaid Premium on hand ($ 695,000)
------------
Additional Premium $ 325,000
-----------
-----------
By /s/PATRICK D. TANNOCK
Authorized Representative
CORPORATE OFFICERS AND DIRECTORS ASSURANCE LTD.
Endorsement No. 14 Effective Date of Endorsement June 30, 1998
Attached to and forming part of POLICY No. PG-106C
COMPANY The Procter & Gamble Company/The Procter & Gamble Fund
Officers of Operating Units of Procter & Gamble Company
It is hereby understood and agreed that this POLICY is hereby amended as
indicated below. All other terms of this POLICY remain unchanged.
AUTOMATIC EXTENSION ENDORSEMENT
-------------------------------
(Extension Premium: $325,000)
In consideration of payment of the above-referenced premium, it is understood
and agreed that this POLICY shall be continued and the POLICY PERIOD shall be
extended to June 30, 2000, 12:01 A.M. Standard Time at the address of the
Company as stated in Item I of the Declarations.
It is further understood and agreed that the above-referenced premium has been
allocated and paid as follows:
Policy Year
Following Effective
Date of this Endorsement Premium
------------------------ -------
Year 97-98 $ 325,000
Year 98-99 $ 345,000 Deposit Premium
Year 99-00 $ 350,000 Deposit Premium
----------
$1,020,000
Less Prepaid Premium on hand ($ 695,000)
------------
Additional Premium $ 325,000
-----------
-----------
By ___________________________
Authorized Representative
--------------
Directors and Officers Liability Policy
DIRECTORS AND OFFICERS LIABILITY INSURANCE POLICY
Issued By
CODA
CORPORATE OFFICERS & DIRECTORS ASSURANCE LTD.
In Hamilton, Bermuda
THIS IS A CLAIMS FIRST MADE POLICY. DEFENSE AND OTHER COSTS
ARE INCLUDED IN THE LIMIT OF LIABILITY.
THIS IS A THREE-YEAR POLICY WITH AN AUTOMATIC
EXTENSION PROVISION.
PLEASE READ THIS POLICY CAREFULLY.
Words and phrases that appear below in all capital letters have
the special meanings set forth in Clause 2 (Definitions).
DECLARATIONS
Policy No. PG-106C
Item I COMPANY: The Procter & Gamble Company
The Procter & Gamble Fund
Principal Address: One Procter & Gamble Plaza
Cincinnati, OH 45202
Item II POLICY PERIOD: From Mar 15, 1987 to June 30, 1996
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 first POLICY YEAR: $850,000
(prepaid total for three years)
6/30/93-94 Year - $325,000
6/30/94-95 Year - $340,000
6/30/95-96 Year - $345,000
At each anniversary
thereafter: Subject to adjustment on each anniversary
date in accordance with Clause 7 (Automatic
Extension) of this POLICY.
Item V 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 below, 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 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 809-295-5221, Telex 3543 ACEILBA, and
shall be given or made in accordance with Clause 16 (Notice) of
this POLICY.
This POLICY shall constitute the entire contract between the INSUREDS, the
COMPANY, and the INSURER.
Endorsements 1 to 7 are made part of this POLICY at POLICY issuance.
Countersigned at Hamilton, Bermuda
on August 16, 1993
by /s/CHARLES D. SMITH
Signature of Authorized Representative
TABLE OF CONTENTS
Clause Page
1. Insuring Clause......................................................
2. Definitions..........................................................
3. Exclusions...........................................................
4. Appeals..............................................................
5. Arbitration..........................................................
6. Assistance and Cooperation...........................................
7. Automatic Extension..................................................
8. Cancellation.........................................................
9. Changes and Assignments..............................................
10. Payment of LOSS......................................................
11. Currency.............................................................
12. Headings.............................................................
13. INSUREDS' Reporting Duties...........................................
14. LOSS Provisions......................................................
15. Other Insurance......................................................
16. Notice...............................................................
17. Representation.......................................................
18. Severability.........................................................
19. Special POLICY Revisions.............................................
20. Subrogation..........................................................
21. Acquisition, Creation or Disposition of a Subsidiary.................
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, 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 judicial or administrative suit or
proceeding against any INSURED which seeks monetary,
equitable or other relief, 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 are likely to give rise to a CLAIM
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 the company shown in Item I of the
Declarations, any company that was a predecessor company to
the company shown in Item I of the Declarations, any
SUBSIDIARY of either such company and, if covered in
accordance with subpart (a) of Clause 21 (Acquisition,
Creation or Disposition of a Subsidiary) below, any other
subsidiary.
(d) "INSUREDS" shall mean one or more of the following:
(1) all persons who were, now are, or shall be duly
elected or appointed directors or officers of the
COMPANY; or
(2) 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.
(e) "INSURER" shall mean Corporate Officers & Directors Assurance,
Ltd., Hamilton, Bermuda.
(f) "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. Reasonable and necessary attorneys fees
incurred in investigating and defending a CLAIM 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
such attorneys fees shall reduce the LIMIT OF LIABILITY.
(g) "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 and reasonable and necessary
costs of investigation and defense of CLAIMS and appeals
therefrom (including but not limited to attorneys fees but
excluding all salaries and office expenses of the COMPANY,
amounts paid to counsel as general retainer fees, and all
other expenses that cannot be directly allocated to a
specific CLAIM), and cost of attachment or similar bonds,
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).
(h) "POLICY" shall mean this insurance policy, including the
APPLICATION, the Declarations, and any endorsements hereto
issued by the INSURER.
(i) "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 (c) or (d) of
Clause 8 (Cancellation) below, the POLICY PERIOD shall end
upon the effective date of such cancellation.
(j) "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.
(k) "SUBSIDIARY" shall mean any corporation in which more than 50%
of the outstanding securities representing the present right
to vote for election of directors 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.
(l) "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 in their
individual or collective capacities as directors or officers
of the COMPANY, or any other matter claimed against them by
reason of their being directors or officers of the COMPANY.
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:
(a) for which 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 the COMPANY duly
effective under applicable law, that determines and defines
such rights of indemnity; provided, however, this exclusion
shall not apply if:
(1) the COMPANY refuses to indemnify or advance defense
or other costs as required or permitted, or if the
COMPANY is 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;
(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;
(d) for an accounting of profits in fact made from the purchase or
sale by the INSUREDS of securities of the COMPANY within the
meaning of Section 16(b) of the Securities Exchange Act of
1934 and amendments thereto or similar provisions of any state
statutory law or common law;
(e) 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;
(f) 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;
(g) 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;
(h) for personal injury, advertising injury, 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 any
derivative action brought against any INSURED;
(i) by, on behalf of, at the behest of, or in the right of the
COMPANY, if initiated by the management 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) or (b) of Clause 8 (Cancellation) below, and the
CLAIM is initiated by the management of the COMPANY after the
date of such event; or
(j) 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, employees or agents
of any entity other than the COMPANY or by reason of their
being directors, officers, trustees, governors, partners,
employees or agents of such other entity.
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) Any dispute arising in connection with this POLICY shall be
fully determined in Bermuda under the provisions of the
Bermuda Arbitration Act of 1986, as amended and supplemented,
by a Board of Arbitration composed of three arbitrators who
shall all be disinterested, active or retired business
executives having knowledge relevant to the matters in
dispute, and who shall be selected for each controversy as
follows:
Either party to the dispute may, once a CLAIM or demand on his
part has been denied or remains unsatisfied for a period of
twenty (20) calendar days by the other party, notify the other
of its desire to arbitrate the matter in dispute and at the
time of such notification the party desiring arbitration shall
notify the other party of the name of the arbitrator selected
by it. The other party who has been so notified shall within
ten (10) calendar days thereafter select an arbitrator and
notify the party desiring arbitration of the name of such
second arbitrator. If the party notified of a desire for
arbitration shall fail or refuse to nominate the second
arbitrator within ten (10) 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 ten
(10) calendar days, apply to the Supreme Court of Bermuda 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 who failed to select the second
arbitrator. The two arbitrators, chosen as above provided,
shall within ten (10) 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 the said ten (10) calendar day period,
either of the parties may within a period of ten (10) calendar
days thereafter, after notice to the other party, apply to the
Supreme Court of Bermuda 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 be deemed
fixed.
(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 shall be governed by and construed and enforced in
accordance with the internal laws of Bermuda, except insofar
as such laws may prohibit payment in respect of punitive
damages hereunder; provided, however, that 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) and in accordance with the intent
of the parties.
(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.
(e) Each party shall bear the expense of its own arbitrator. The
remaining costs of the arbitration shall be borne equally by
the parties to such arbitration.
(f) All decisions and awards by the Board of Arbitration shall be
final and binding upon the parties. The parties hereby agree
to exclude any right of appeal under Section 29 of the Bermuda
Arbitration Act of 1986 against any award rendered by the
Board of Arbitration and further agree to exclude any
application under Section 30(1) of the Bermuda Arbitration Act
of 1986 for a determination of any question of law by the
Supreme Court of Bermuda.
(g) All awards made by the Board of Arbitration may be enforced in
the same manner as a judgment or order from the Supreme Court
of Bermuda and judgment may be entered pursuant to the terms
of the award by leave from the Supreme Court of Bermuda.
(h) 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; 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.
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.
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 an affirmative vote of 2/3 of
the INSURER'S entire Executive Committee at a meeting of said Committee
prior to mailing of such notice. Any non-extension by the INSURER shall
be revoked as of the next meeting of the INSURER'S Board of Directors
if the Board at such meeting so determines by an affirmative vote of a
majority of the entire Board. If any such non-extension is so revoked
or if during the remainder of the POLICY PERIOD the INSURER agrees to
extend coverage, this POLICY shall be continued or such agreed coverage
may be extended, respectively, to the expiration date which would
otherwise be applicable if such notice of non-extension had not been
given, provided the COMPANY submits the extension application and pays
the charged premium.
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 at inception of the POLICY for Year 2 and Year 3 of the
POLICY, respectively. 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.
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
entities 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 of the company named in Item I
of the Declarations,
this POLICY shall not apply to any WRONGFUL ACTS actually or
allegedly taking place after the effective date of said
merger, consolidation or acquisition; however, this POLICY
shall remain in force for the remainder of the POLICY PERIOD
as to CLAIMS based upon WRONGFUL ACTS alleged to have been
committed prior to such date. All premiums paid or due at the
time of said merger, consolidation or acquisition shall be
fully earned and in no respect refundable.
(b) In the event of the appointment by any state or federal
official, agency or court of any receiver, conservator,
liquidator, trustee, rehabilitator or similar official to take
control of, supervise, manage or liquidate any entity included
within the definition of the COMPANY, or in the event such
entity becomes a debtor in possession, this POLICY shall not
apply to any WRONGFUL ACTS by the directors and officers of
such entity actually or allegedly taking place after the date
of such event. This POLICY shall remain in force for the
remainder of the POLICY PERIOD from said date as to CLAIMS for
(i) WRONGFUL ACTS by any other INSUREDS, and (ii) WRONGFUL
ACTS by the directors and officers of such entity alleged to
have been committed prior to the date of such event. All
premiums paid or due at the time of such event shall be fully
earned, and in no respect refundable. With respect to CLAIMS
first made after the date of such event for WRONGFUL ACTS by
the directors and officers of such entity, (i) the LIMIT OF
LIABILITY of this POLICY for the remainder of the POLICY
PERIOD shall be a continuation of the same limit, and not a
separate limit, as was in effect during the POLICY YEAR in
which such event occurred; and (ii) such CLAIMS shall be
deemed to have been first made during the POLICY YEAR in which
such event occurred for purposes of the LIMIT OF LIABILITY.
(c) This POLICY may be cancelled by mutual agreement and consent
of the INSURER, the COMPANY, and the INSUREDS, upon such terms
and conditions as respects return premium and/or future
premium adjustments and/or loss adjustments as the parties may
agree upon at the time of said cancellation.
(d) This POLICY may be cancelled by the INSURER upon granting of
365 days written notice, providing such cancellation is
determined to be appropriate by an affirmative vote of 3/4 of
the INSURER'S entire Board at a meeting of said Board prior to
mailing of said notice. 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.
(e) 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. PAYMENT OF LOSS
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 LOSS costs, the INSURER shall, upon request and if proper
documentation accompanies the request, advance on behalf of the
INSUREDS, or any of them, LOSS costs that they have incurred in
connection with a CLAIM, prior to disposition of such CLAIM. In the
event that the INSURER so advances LOSS 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.
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 as soon as practicable of any:
(a) 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) event described in subpart (a) or (b) of Clause 8
(Cancellation) above,
and 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 INSUREDS' power.
15. OTHER INSURANCE
Subject to subparts (f) and (g) 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. Nothing herein shall be construed to make this POLICY
subject to the terms of other insurance.
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.
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) 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.
19. SPECIAL POLICY REVISIONS
The INSURER may change this POLICY at any time by an affirmative vote
of a majority of the shareholders of the INSURER, in accordance with
the by-laws of the INSURER.
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 directors and officers of any
subsidiary corporation in which more than 50% of the
outstanding securities representing the present right to vote
for election of directors 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 30 days after the acquisition or creation, and
any additional premium required by the INSURER is paid within
thirty 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 10% of the total assets of
the COMPANY or $250,000,000, whichever is less. The coverage
provided for the directors and officers 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 and officers 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 in such subsidiary.
IN WITNESS WHEREOF, the INSURER has caused this POLICY to be signed by its
President and Secretary and countersigned on the Declarations Page by a duly
authorized agent of the INSURER.
/s/C. GRANT HALL /s/D. E. SNYDER
Secretary President
CORPORATE OFFICERS AND DIRECTORS ASSURANCE LTD.
Endorsement No. 1 Effective Date of Endorsement June 30, 1993
Attached to and forming part of POLICY No. PG-106C
COMPANY The Procter & Gamble Company
The Procter & Gamble Fund
It is understood and agreed that this POLICY is hereby amended as indicated
below. All other terms of this POLICY remain unchanged.
REVISED THREE-YEAR POLICY FORM ENDORSEMENT
------------------------------------------
(Replacement Policy Form)
It is understood and agreed that pursuant to Clause 19 "Special Policy
Revisions" and with the consent of the company named in Item I of the
Declarations, this POLICY is changed as of the effective date set forth above by
cancelling the POLICY form (including endorsements) in effect as of the
effective date of this Endorsement and reissuing the revised POLICY form
(including revised endorsement forms) to which this Endorsement is attached.
Coverage under this POLICY for all CLAIMS first made against the
INSUREDS prior to the effective date of this Endorsement shall be governed by
such prior POLICY form (including endorsements thereto). Coverage under this
POLICY for all CLAIMS first made against the INSUREDS on or after the effective
date of this Endorsement shall be governed by the POLICY form (including
endorsements) to which this Endorsement is attached.
Except as may be agreed to by the INSURER in writing, such change in
POLICY form shall not change the inception date, anniversary date, LIMIT OF
LIABILITY, or POLICY YEAR of this POLICY. The maximum liability of the INSURER
for all LOSS arising from all CLAIMS first made during the POLICY YEAR in which
this Endorsement becomes effective shall be the amount described in Item III of
the Declarations.
_______________________________ /s/CHARLES D. SMITH
Signature of Authorized Signature of Authorized
Representative of COMPANY Representative of INSURER
CORPORATE OFFICERS AND DIRECTORS ASSURANCE LTD.
Endorsement No. 2 Effective Date of Endorsement March 15, 1990
Attached to and forming part of POLICY No. PG-106C
COMPANY The Procter & Gamble Company
The Procter & Gamble Fund
It is understood and agreed that this POLICY is hereby 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;
(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 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.
/s/CHARLES D. SMITH
Signature of Authorized
Representative
CORPORATE OFFICERS AND DIRECTORS ASSURANCE LTD.
Endorsement No. 3 Effective Date of Endorsement March 15, 1987
Attached to and forming part of POLICY No. PG-106C
COMPANY The Procter & Gamble Company
The Procter & Gamble Fund
It is understood and agreed that this POLICY is hereby amended as indicated
below. All other terms of this POLICY remain unchanged.
Divisional Managers Endorsement
-------------------------------
Subpart (d) of Clause 2 (Definitions) of the POLICY is hereby deleted in its
entirety and replaced with the following:
(d) "INSUREDS" shall mean:
(1) all persons who were, now are, or shall be duly
elected or appointed directors, officers or
divisional managers of the Company; or
(2) the estates, heirs, legal representatives or assigns
of deceased INSUREDS who were directors, officers or
divisional managers of the COMPANY at the time of the
WRONGFUL ACT upon which such CLAIMS are based were
committed, and the legal representatives or assigns
of INSUREDS in the event of their incompetency,
insolvency or bankruptcy.
By /s/CHARLES D. SMITH
Authorized Representative
CORPORATE OFFICERS AND DIRECTORS ASSURANCE LTD.
Endorsement No. 4 Effective Date of Endorsement March 15, 1987
Attached to and forming part of POLICY No. PG-106C
COMPANY The Procter & Gamble Company/The Procter & Gamble Fund
It is hereby understood and agreed exclusion 3(h) is amended to read as
follows:-
(h) for 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 any derivative action brought against any
INSURED.
All other terms and conditions remain unchanged.
By /s/CHARLES D. SMITH
Authorized Representative
CORPORATE OFFICERS AND DIRECTORS ASSURANCE LTD.
Endorsement No. 5 Effective Date of Endorsement March 15, 1991
Attached to and forming part of POLICY No. PG-106C
COMPANY The Procter & Gamble Company/The Procter & Gamble Fund
IN CONSIDERATION OF THE PREMIUM CHARGED, IT IS HEREBY UNDERSTOOD AND AGREED THAT
ITEM 1 ON THE DECLARATIONS IS AMENDED TO INCLUDE:-
"OFFICERS OF OPERATING UNITS OF PROCTER AND GAMBLE COMPANY"
ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.
By /s/CHARLES D. SMITH
Authorized Representative
CORPORATE OFFICERS AND DIRECTORS ASSURANCE LTD.
Endorsement No. 6 Effective Date of Endorsement March 15, 1992
Attached to and forming part of POLICY No. PG-106C
COMPANY The Procter & Gamble Company/The Procter & Gamble Fund/
Officers of Operating Units of Procter & Gamble Company
IN CONSIDERATION OF THE ADDITIONAL PREMIUM OF $95,000 IT IS HEREBY UNDERSTOOD
AND AGREED THAT THE "POLICY PERIOD" OF THIS POLICY IS EXTENDED TO JUNE 30, 1994.
ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.
By /s/CHARLES D. SMITH
Authorized Representative
CODA
CORPORATE OFFICERS AND DIRECTORS ASSURANCE LTD.
Endorsement No. 7 Effective Date of Endorsement June 30, 1993
Attached to and forming part of POLICY No. PG-106C
COMPANY The Procter & Gamble Company/The Procter & Gamble Fund
Officers of Operating Units of Procter & Gamble Company
It is understood and agreed that this POLICY is hereby amended as indicated
below. All other terms of this POLICY remain unchanged.
THREE-YEAR POLICY REVISION
GRANDFATHER ENDORSEMENT
Clause 8(e) of the POLICY is deleted in its entirety and Clause 7 of the POLICY
is amended to read in its entirety as follows:
Except in the event this POLICY is canceled 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 an affirmative vote of a majority of
the INSURER's entire Board at a meeting of said Board prior to mailing
of such notice.
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.
As of the second anniversary of the Effective Date of this Endorsement, (i) the
foregoing deletion of Clause 8(e) and amendment of Clause 7 shall terminate,
(ii) Clause 8(e) shall read in its entirety as set forth in the POLICY form to
which this Endorsement is attached, and (iii) Clause 7 shall read in its
entirety as follows:
Except in the event this POLICY is canceled 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 an affirmative vote of 2/3 of
the INSURER'S entire Executive Committee at a meeting of said Committee
prior to mailing of such notice. Any non-extension by the INSURER shall
be revoked as of the next meeting of the INSURER'S Board of Directors
if the Board at such meeting so determines by an affirmative vote of a
majority of the entire Board. If any such non-extension is so revoked
or if during the remainder of the POLICY PERIOD the INSURER agrees to
extend coverage, this POLICY shall be continued or such agreed coverage
may be extended, respectively, to the expiration date which would
otherwise be applicable if such notice of Non-extension had not been
given, provided the COMPANY submits the extension application and pays
the charged premium.
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 the two respective POLICY YEARS remaining in the
POLICY PERIOD as of the effective date of this Endorsement. 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.
/s/CHARLES D. SMITH
Siganture of Authorized Representative
CORPORATE OFFICERS AND DIRECTORS ASSURANCE LTD.
Endorsement No. 8 Effective Date of Endorsement March 15, 1990
Attached to and forming part of POLICY No. PG-106C
COMPANY The Procter & Gamble Company/The Procter & Gamble Fund
Officers of Operating Units of Procter & Gamble Company
In consideration of the premium charged 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.
All other terms and conditions remain unchanged.
By /s/CHARLES D. SMITH
Authorized Representative
CORPORATE OFFICERS AND DIRECTORS ASSURANCE LTD.
Endorsement No. 9 Effective Date of Endorsement June 30, 1994
Attached to and forming part of POLICY No. PG-106C
COMPANY The Procter & Gamble Company/The Procter & Gamble Fund
Officers of Operating Units of Procter & Gamble Company
It is understood and agreed that this POLICY is hereby amended as indicated
below. All other terms of this POLICY remain unchanged.
AUTOMATIC EXTENSION ENDORSEMENT
-------------------------------
(Extension Premium: $350,000)
In consideration of payment of the above-referenced premium, it is
understood and agreed that this POLICY shall be continued and the POLICY PERIOD
shall be extended to June 30, 1997, 12:01 A.M. Standard Time at the address of
the Company as stated in Item I of the Declarations.
It is further understood and agreed that the above-referenced premium
has been allocated and paid as follows:
Policy Year
Following Effective
Date of this Endorsement Premium
------------------------ -------
Year 94-95 340,000
Year 95-96 345,000
Year 96-97 350,000
-----------
$ 1,035,000
Less Prepaid Premium on hand $ 685,000
-----------
Additional Premium $ 350,000
-----------
-----------
By /s/PATRICK D. TANNOCK
Authorized Representative
CORPORATE OFFICERS AND DIRECTORS ASSURANCE LTD.
Endorsement No. 10 Effective Date of Endorsement June 30, 1995
Attached to and forming part of POLICY No. PG-106C
COMPANY The Procter & Gamble Company/The Procter & Gamble Fund
Officers of Operating Units of Procter & Gamble Company
It is understood and agreed that this POLICY is hereby amended as indicated
below. All other terms of this POLICY remain unchanged.
AUTOMATIC EXTENSION ENDORSEMENT
-------------------------------
(Extension Premium: $355,000)
In consideration of payment of the above-referenced premium, it is understood
and agreed that this POLICY shall be continued and the POLICY PERIOD shall be
extended to June 30, 1998, 12:01 A.M. Standard Time at the address of the
Company as stated in Item I of the Declarations.
It is further understood and agreed that the above-referenced premium has been
allocated and paid as follows:
Policy Year
Following Effective
Date of this Endorsement Premium
------------------------ -------
Year 95-96 $ 355,000
Year 96-97 $ 345,000 Deposit Premium
Year 97-98 $ 350,000 Deposit Premium
----------
$1,050,000
Less Prepaid Premium on hand ($ 695,000)
------------
Additional Premium $ 350,000
-----------
-----------
By /s/PATRICK D. TANNOCK
Authorized Representative
CORPORATE OFFICERS AND DIRECTORS ASSURANCE LTD.
Endorsement No. 11 Effective Date of Endorsement June 30, 1995
Attached to and forming part of POLICY No. PG-106C
COMPANY The Procter & Gamble Company/The Procter & Gamble Fund
Officers of Operating Units of Procter & Gamble Company
In consideration of the premium charged 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
All other terms and conditions remain unchaged
By_____________________________
Authorized Representative
CORPORATE OFFICERS AND DIRECTORS ASSURANCE LTD.
Endorsement No. 12 Effective Date of Endorsement June 30, 1996
Attached to and forming part of POLICY No. PG-106C
COMPANY The Procter & Gamble Company/The Procter & Gamble Fund
Officers of Operating Units of Procter & Gamble Company
It is hereby understood and agreed that this POLICY is hereby amended as
indicated below. All other terms of this POLICY remain unchanged.
AUTOMATIC EXTENSION ENDORSEMENT
-------------------------------
(Extension Premium: $355,000)
In consideration of payment of the above-referenced premium, it is understood
and agreed that this POLICY shall be continued and the POLICY PERIOD shall be
extended to June 30, 1999, 12:01 A.M. Standard Time at the address of the
Company as stated in Item I of the Declarations.
It is further understood and agreed that the above-referenced premium has been
allocated and paid as follows:
Policy Year
Following Effective
Date of this Endorsement Premium
------------------------ -------
Year 96-97 $ 355,000
Year 97-98 $ 345,000 Deposit Premium
Year 98-99 $ 350,000 Deposit Premium
----------
$1,050,000
Less Prepaid Premium on hand ($ 695,000)
------------
Additional Premium $ 350,000
-----------
-----------
By_______________________________
Authorized Representative
CORPORATE OFFICERS AND DIRECTORS ASSURANCE LTD.
Endorsement No. 13 Effective Date of Endorsement June 30, 1997
Attached to and forming part of POLICY No. PG-106C
COMPANY The Procter & Gamble Company/The Procter & Gamble Fund
Officers of Operating Units of Procter & Gamble Company
It is hereby understood and agreed that this POLICY is hereby amended as
indicated below. All other terms of this POLICY remain unchanged.
AUTOMATIC EXTENSION ENDORSEMENT
-------------------------------
(Extension Premium: $325,000)
In consideration of payment of the above-referenced premium, it is understood
and agreed that this POLICY shall be continued and the POLICY PERIOD shall be
extended to June 30, 2000, 12:01 A.M. Standard Time at the address of the
Company as stated in Item I of the Declarations.
It is further understood and agreed that the above-referenced premium has been
allocated and paid as follows:
Policy Year
Following Effective
Date of this Endorsement Premium
------------------------ -------
Year 97-98 $ 325,000
Year 98-99 $ 345,000 Deposit Premium
Year 99-00 $ 350,000 Deposit Premium
----------
$1,020,000
Less Prepaid Premium on hand ($ 695,000)
------------
Additional Premium $ 325,000
-----------
-----------
By /s/PATRICK D. TANNOCK
Authorized Representative
CORPORATE OFFICERS AND DIRECTORS ASSURANCE LTD.
Endorsement No. 14 Effective Date of Endorsement June 30, 1998
Attached to and forming part of POLICY No. PG-106C
COMPANY The Procter & Gamble Company/The Procter & Gamble Fund
Officers of Operating Units of Procter & Gamble Company
It is hereby understood and agreed that this POLICY is hereby amended as
indicated below. All other terms of this POLICY remain unchanged.
AUTOMATIC EXTENSION ENDORSEMENT
-------------------------------
(Extension Premium: $325,000)
In consideration of payment of the above-referenced premium, it is understood
and agreed that this POLICY shall be continued and the POLICY PERIOD shall be
extended to June 30, 2000, 12:01 A.M. Standard Time at the address of the
Company as stated in Item I of the Declarations.
It is further understood and agreed that the above-referenced premium has been
allocated and paid as follows:
Policy Year
Following Effective
Date of this Endorsement Premium
------------------------ -------
Year 97-98 $ 325,000
Year 98-99 $ 345,000 Deposit Premium
Year 99-00 $ 350,000 Deposit Premium
----------
$1,020,000
Less Prepaid Premium on hand ($ 695,000)
------------
Additional Premium $ 325,000
-----------
-----------
By ___________________________
Authorized Representative