Exhibit (99-4)
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Directors and Officers (Third) Excess Liability Policy
CHUBB ATLANTIC INDEMNITY LTD.
EXCESS INSURANCE POLICY
DECLARATIONS
Item 1. Parent Corporation: The Procter & Gamble Company
Principal Address: Policy Number: (99) 3310-04049
One P&G Plaza
Cincinnati, Ohio
U.S.A. 45202 Issued by the stock insurance
company indicated below, herein
called the Company.
CHUBB ATLANTIC INDEMNITY LTD.
Item 2. Premium: $115,000 Incorporated under the laws of Bermuda.
Item 3. Limit of Liability: See Endorsement 1
Item 4. Underlying Policy(ies):
(A) PRIMARY POLICY:
Insurer CODA
Limit of Liability $25,000,000
Deductible amount NONE
Policy number PG-106C
(B) Other Policy(ies):
Insurer X.L.
Limit of Liability $25,000,000
Excess of $25,000,000
Policy number XLD+O-00364-98
(C) Insurer A.C.E.
Limit of Liability $45,000,000
Excess of $50,000,000
Policy number PG-8861D
Item 5. Policy Period: From: June 30, 1998
To:: June 30, 1999
12:01 a.m. Standard Time of the address
shown in Item 1.
Item 6. Endorsement(s) Effective at Inception: 1, 2, 3, 4 & 5
Item 7. Pending or Prior Date: See Endorsement 2 if applicable
Item 8. Termination of Prior Policy(ies): NONE
Item 9. Claims Notification: All notices to the Company, including
notices of loss or claim shall be sent via
mail to: Chubb Atlantic Indemnity Ltd.,
Belvedere Building, 4th Floor, 69 Pitts Bay
Road, Hamilton HM CX, Bermuda
IN WITNESS WHEREOF, this policy has been made, entered into, executed, issued
and delivered by the undersigned in Hamilton, Bermuda on this 24th day of
August, 1998.
/s/Christine L. Gomes Assistant Vice President
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Authorized Officer Title
CHUBB ATLANTIC INDEMNITY LTD.
EXCESS INSURANCE POLICY
In consideration of payment of required premium and subject to the
Declarations made a part hereof and the limitations, conditions, provisions and
other terms of this policy, the Company agrees with the INSUREDS as follows:
INSURING CLAUSE
The Company shall provide the INSUREDS with insurance during the Policy
Period excess of the UNDERLYING INSURANCE. Coverage for any loss attach only
after: 1) all UNDERLYING INSURANCE carriers have paid in cash the full amount of
their respective liabilities, and 2) the full amount of the UNDERLYING INSURANCE
policies have been collected by the plaintiffs, the Insureds or the Insureds'
counsel and 3) all UNDERLYING INSURANCE has been exhausted. Coverage under this
policy shall then apply in conformance with the terms, conditions, exclusions
and endorsements of the PRIMARY POLICY, together with all limitations,
restrictions and exclusions contained in or added by endorsement to any other
UNDERLYING INSURANCE, except as specifically set forth in the terms, conditions,
exclusions and endorsements of this Policy. In no event shall this Policy grant
broader coverage than would be provided by any of the exhausted UNDERLYING
INSURANCE.
MAINTENANCE OF UNDERLYING INSURANCE
All of the Underlying Policy(ies) scheduled in Item 4. Of the
Declarations shall be maintained during the Policy Period in full effect and
affording coverage at least as broad as the PRIMARY POLICY, except for any
reduction of the aggregate limit(s) of liability available under the UNDERLYING
INSURANCE solely by reason of payment of losses thereunder. Failure to comply
with the foregoing shall not invalidate this policy but the Company shall not be
liable to a greater extent than if this condition had been complied with.
In the event of any actual or alleged (a) failure by the INSUREDS to
give notice or to exercise any extensions under any UNDERLYING INSURANCE or (b)
misrepresentation of breach of warranties by any of the INSUREDS with respect to
any UNDERLYING INSURANCE, the Company shall not be liable hereunder to a greater
extent than it would have been in the absence of such actual or alleged failure,
misrepresentation or breach.
DEPLETION OF UNDERLYING LIMIT(S)
In the event of the depletion of the limit(s) of liability of the
UNDERLYING INSURANCE solely as the result of payment of losses thereunder, this
policy shall, subject to the Company's limit of liability and to the other terms
of the policy, continue to apply for subsequent losses as excess insurance over
the amount of insurance remaining under such UNDERLYING INSURANCE. In the event
of the exhaustion of all of the limit(s) of liability of such UNDERLYING
INSURANCE solely as a result of payment of losses thereunder, the remaining
limits available under this policy shall, subject to the Company's limit of
liability and to the other terms of this policy, continue for subsequent losses
as primary insurance and any retention specified in the PRIMARY POLICY shall be
imposed under this policy; otherwise no retention shall be imposed under this
policy.
LIMIT OF LIABILITY
The amounts set forth in Endorsement Number 1, Item 3(A) and (B) is the
Limit of Liability of the Company and shall be the maximum liability for each
LOSS and maximum aggregate liability for each POLICY YEAR.
GOVERNING LAW, ARBITRATION AND JURISDICTION
This Policy shall be governed and construed in accordance with the laws
of Bermuda. However, the provisions, stipulations, exclusions and conditions of
this Policy shall be construed in an evenhanded fashion as between the Insured
and the Company. Without limitation, where the language of the 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 such language, without any
presumption or arbitrary interpretation or construction in favor of either the
Insured or the Company, and without reference to parol evidence.
Any dispute or difference arising out of or relating to this Policy, or
the breach, termination or validity thereof, shall be resolved and settled by
final and binding arbitration held in Bermuda in accordance with the provisions
of the Bermuda International Conciliation and Arbitration Act 1993 (exclusive of
the Conciliation Part of such Act), or any statutory modification or reenactment
thereof, and the United Nations Commission on International Trade Law
("UNCITRAL") Arbitration Rules in effect as of the date of this Policy.
Unless the parties agree upon the selection of a sole arbitrator within
forth-five (45) days after receipt of notice of intent to arbitrate, the sole
arbitrator shall be appointed in accordance with such UNCITRAL Arbitration
Rules. The arbitrator shall be a present or former officer of a property or
casualty insurance or reinsurance company. The appointing authority shall be the
International Centers for Arbitration (ICA), and the case shall be administered
by the ICA in accordance with its "Supplemental Rules and Procedures for
Administration of Disputes under the UNCITRAL Arbitration Rules." Such decision
by the arbitrator shall be a complete defense to any attempted appeal or
litigation of such decision in the absence of fraud or collusion.
This Policy is an honorable engagement and the arbitrator shall be
absolved from all judicial formalities with respect to the admissibility of
evidence and contractual interpretation and shall interpret this Policy with a
view to effecting its general purpose in a commercially reasonable manner.
Each party shall extend to the arbitrator full cooperation and
assistance in the obtaining of information relevant to determination of the
dispute. The absence or default of a party shall not prevent or hinder the award
unless the arbitrator shall otherwise determine.
Fees for the arbitrator shall be reasonable and shall be established by
the arbitrator in consultation with the parties.
The costs of arbitration, including attorney's fees, shall be borne by
the unsuccessful party. The arbitrator shall apportion each of such costs
between the parties in those situation where the arbitrator cannot determine,
taking into account the circumstances of the case, which party is the successful
party.
In the event a party hereunder seeks judicial intervention, the parties
agree to irrevocably submit to the jurisdiction of any Court of competent
jurisdiction within Bermuda and will comply with all requirements necessary to
give such Court jurisdiction and all matters arising thereunder shall be
determined in accordance with the law and practice of such Court. Service of
process in such suit may be made upon any legal representative or officer of the
Company and Insured, wherever located, and the parties will abide by the final
decision of such Court or of the Appellate Court in Bermuda or the United
Kingdom in the event of an appeal.
CLAIM PARTICIPATION
The Company may, at its sole discretion, elect to participate in the
investigation, settlement or defense of any claim against any of the INSUREDS
for matters covered by this policy even if the UNDERLYING INSURANCE has not been
exhausted.
SUBROGATION - RECOVERIES
In the event of any payment under this policy, the Company shall be
subrogated to all the INSUREDS' rights of recovery against any person or
organization, as state din the PRIMARY POLICY, and the INSUREDS shall execute
and deliver instruments and papers and do whatever else is necessary to secure
such rights.
Any amounts recovered after payment of loss hereunder shall be
apportioned in the inverse order of payment to the extent of actual payment. The
expenses of all such recover proceedings shall be apportioned in the ration of
respective recoveries.
The Company shall be given notice in writing as soon as is practicable
(a) in the event of the cancellation of any UNDERLYING INSURANCE and (b) of any
notice given or additional or return premiums charged or paid in connection with
any UNDERLYING INSURANCE.
Notice of any claim shall be given in writing to the Company.
COMPANY AUTHORIZATION CLAUSE
By acceptance of this policy, the Parent Corporation named in Item 1.
of the Declarations agrees to act on behalf of all the INSUREDS with respect to
the giving and receiving of notice of claim or cancellations, the payment of
premiums and the receiving of any return premium that may become due under this
policy; and the INSUREDS agree that the Parent Corporation shall act on their
behalf.
ALTERATION
No change in or modification of this policy shall be effective except
when made by written endorsements signed by an authorized officer of Chubb
Atlantic Indemnity Limited.
POLICY TERMINATION
This policy may be cancelled by the PARENT CORPORATION at any time by
written notice or by surrender of this policy to the Company. This policy may
also be cancelled by or on behalf of the Company by delivery to the PARENT
CORPORATION or by mailing to the PARENT CORPORATION, by registered, certified or
other first class mail, at the address shown in Item 2. of the Declarations,
written notice stating when, not less than thirty days thereafter, the
cancellation shall become effective. The mailing of such notice as aforesaid
shall be sufficient proof of notice and this policy shall terminate at the date
and hour specified in such notice.
If the period of limitation relating to the giving of notice is
prohibited or made void by any law controlling the construction thereof, such
period shall be deemed to be amended so as to be equal to the minimum period of
limitation permitted by such law. The Company shall refund the unearned premium
computed at customary short rates if the policy is terminated in its entirety by
the PARENT CORPORATION. Under any other circumstances the refund shall be
computed pro rata.
TERMINATION OF PRIMARY POLICY
This policy shall terminate immediately upon the termination of the
PRIMARY POLICY, whether by the INSUREDS or the primary insurer. Notice of
cancellation or non-renewal of the PRIMARY POLICY duly given by the primary
insurer shall serve as notice of the cancellation or non-renewal of this policy
by the Company.
TERMINATION OF PRIOR POLICY(IES)
The taking effect of this policy shall terminate, if not already
terminated, the policy(ies) specified in Item 7. of the Declarations.
POLICY DEFINITIONS
INSUREDS means those persons insured under the PRIMARY POLICY.
PRIMARY POLICY means the policy scheduled in Item 4.(A) of the Declarations or
any policy of the same insurer replacing or renewing such policy.
POLICY YEAR means the one year period between the anniversaries of the PRIMARY
POLICY, provided that: (1) the first POLICY YEAR of this policy shall be the
period between the inception of this policy and the next subsequent anniversary
of the PRIMARY POLICY, and (2) the last POLICY YEAR of this policy shall be the
period between the termination of this policy and the anniversary of the PRIMARY
POLICY immediately preceding such termination. If any discovery period extension
is exercised such extension shall be treated as set forth in the PRIMARY POLICY.
UNDERLYING INSURANCE means all those policies scheduled in Item 4 of the
Declarations and any policies replacing them.
CHUBB ATLANTIC INDEMNITY LTD.
ENDORSEMENT
INSURED: The Procter & Gamble Company
ENDORSEMENT NO.: 1
DATE ISSUED: August 21, 1998
TO BE ATTACHED TO AND FORM PART OF POLICY NO. (99)3310-04-49
NAME OF COMPANY: Chubb Atlantic Indemnity Ltd.
PRODUCER: Park International Limited
EFFECTIVE DATE: June 30, 1998
AMENDED LIMIT OF LIABILITY
It is understood and agreed that Item 3., Limit of Liability, as set forth on
the Declarations Page, is deleted in its entirety and replaced with the
following:
Item 3. Limit of Liability (Inclusive of Defense Costs):
(A) Each LOSS $50,000,000
(B) Each POLICY YEAR $50,000,000
Excess of:
(A) Each LOSS $95,000,000
(B) Each POLICY YEAR $95,000,000
which in turn is excess of the Deductible/Retention
shown below:
Deductible/Retention Amount: $NIL
Noting herein contained shall be held to vary, alter, waive, or extend the
provisions of the above mentioned Policy other than as above stated.
/s/Christine L. Gomes August 24, 1998
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Authorized Representative Date
CHUBB ATLANTIC INDEMNITY LTD.
ENDORSEMENT
INSURED: The Procter & Gamble Company
ENDORSEMENT NO.: 2
DATE ISSUED: August 21, 1998
TO BE ATTACHED TO AND FORM PART OF POLICY NO. (99)3310-04-49
NAME OF COMPANY: Chubb Atlantic Indemnity Ltd.
PRODUCER: Park International Limited
EFFECTIVE DATE: June 30, 1998
PRIOR AND PENDING LITIGATION - EXCESS
It is understood and agreed that the company shall not be liable to make any
payment for Loss in connection with any Claim based upon, arising out of,
relating to, in consequence of, or in any way involving:
(1) any litigation, arbitration, claims, demands, causes of
action, equitable, legal or quasi-legal proceedings, decrees
or judgments (collectively referred to as litigation) against
any INSUREDS occurring prior to or pending as of June 30,
1994, of which the INSUREDS has received notice or otherwise
had knowledge as of such date; or
(2) any subsequent litigation arising from, or based on
substantially the same matters as alleged in the prior or
pending litigation included in (1) above; or
(c) any Wrongful Act of the INSUREDS which gave rise to the prior
or pending litigation included in (1) above.
Nothing herein contained shall be held to vary, alter, waive, or extend the
provisions of the above mentioned policy other than as above stated.
/s/Christine L. Gomes August 24, 1998
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Authorized Representative Date
CHUBB ATLANTIC INDEMNITY LTD.
ENDORSEMENT
INSURED: The Procter & Gamble Company
ENDORSEMENT NO.: 3
DATE ISSUED: August 21, 1998
TO BE ATTACHED TO AND FORM PART OF POLICY NO. (99)3310-04-49
NAME OF COMPANY: Chubb Atlantic Indemnity Ltd.
PRODUCER: Park International Limited
EFFECTIVE DATE: June 30, 1998
RESTATEMENT OF INSURING CLAUSE
It is hereby understood and agreed that the INSURING CLAUSE, as set forth on
Page 1 of 4, is deleted in its entirety and replaced with the following:
INSURING CLAUSE
The Company shall provide the INSUREDS with insurance during the Policy
Period excess of the UNDERLYING INSURANCE. Coverage thereunder shall
attach only after all such UNDERLYING INSURANCE has been exhausted and
shall then apply in conformance with the terms, conditions, exclusions
and endorsements of the PRIMARY POLICY, together with all limitations,
restrictions or exclusions contained in or added by endorsement to any
other UNDERLYING INSURANCE, except as specifically set forth in the
terms and conditions and endorsements of this Policy. In no event shall
this policy grant broader coverage than would be provided by any of the
exhausted UNDERLYING INSURANCE POLICIES.
Nothing herein contained shall be held to vary, alter, waive, or extend the
provisions of the above mentioned policy other than as above stated.
/s/Christine L. Gomes August 24, 1998
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Authorized Representative Date
CHUBB ATLANTIC INDEMNITY LTD.
ENDORSEMENT
INSURED: The Procter & Gamble Company
ENDORSEMENT NO.: 4
DATE ISSUED: August 21, 1998
TO BE ATTACHED TO AND FORM PART OF POLICY NO. (99)3310-04-49
NAME OF COMPANY: Chubb Atlantic Indemnity Ltd.
PRODUCER: Park International Limited
EFFECTIVE DATE: June 30, 1998
UNDERLYING/EXCESS COVERAGE CLARIFICATION
It is hereby understood and agreed that the failure or inability of any Insurer
issuing any of the UNDERLYING INSURANCE to pay any loss(es) thereunder shall
not:
1. Increase the Company's Liability,
2. Cause this policy to become primary insurance, or
3. Cause the Company to pay any of the unpaid loss(es) owing under the
UNDERLYING INSURANCE.
Nothing herein contained shall be held to vary, alter, waive, or extend the
provisions of the above mentioned policy other than as above stated.
/s/Christine L. Gomes August 24, 1998
--------------------- ---------------
Authorized Representative Date
CHUBB ATLANTIC INDEMNITY LTD.
ENDORSEMENT
INSURED: The Procter & Gamble Company
ENDORSEMENT NO.: 5
DATE ISSUED: August 21, 1998
TO BE ATTACHED TO AND FORM PART OF POLICY NO. (99)3310-04-49
NAME OF COMPANY: Chubb Atlantic Indemnity Ltd.
PRODUCER: Park International Limited
EFFECTIVE DATE: June 30, 1998
It is hereby understood and agreed that the Company shall not be liable to make
any payment for Loss for which the Parent Corporation or its subsidiaries grants
indemnification to the INSUREDS.
Nothing herein contained shall be held to vary, alter, waive, or extend the
provisions of the above mentioned policy other than as above stated.
/s/Christine L. Gomes August 24, 1998
--------------------- ---------------
Authorized Representative Date
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Directors and Officers (Third) Excess Liability Policy
CHUBB ATLANTIC INDEMNITY LTD.
EXCESS INSURANCE POLICY
DECLARATIONS
Item 1. Parent Corporation: The Procter & Gamble Company
Principal Address: Policy Number: (99) 3310-04049
One P&G Plaza
Cincinnati, Ohio
U.S.A. 45202 Issued by the stock insurance
company indicated below, herein
called the Company.
CHUBB ATLANTIC INDEMNITY LTD.
Item 2. Premium: $115,000 Incorporated under the laws of Bermuda.
Item 3. Limit of Liability: See Endorsement 1
Item 4. Underlying Policy(ies):
(A) PRIMARY POLICY:
Insurer CODA
Limit of Liability $25,000,000
Deductible amount NONE
Policy number PG-106C
(B) Other Policy(ies):
Insurer X.L.
Limit of Liability $25,000,000
Excess of $25,000,000
Policy number XLD+O-00364-98
(C) Insurer A.C.E.
Limit of Liability $45,000,000
Excess of $50,000,000
Policy number PG-8861D
Item 5. Policy Period: From: June 30, 1998
To:: June 30, 1999
12:01 a.m. Standard Time of the address
shown in Item 1.
Item 6. Endorsement(s) Effective at Inception: 1, 2, 3, 4 & 5
Item 7. Pending or Prior Date: See Endorsement 2 if applicable
Item 8. Termination of Prior Policy(ies): NONE
Item 9. Claims Notification: All notices to the Company, including
notices of loss or claim shall be sent via
mail to: Chubb Atlantic Indemnity Ltd.,
Belvedere Building, 4th Floor, 69 Pitts Bay
Road, Hamilton HM CX, Bermuda
IN WITNESS WHEREOF, this policy has been made, entered into, executed, issued
and delivered by the undersigned in Hamilton, Bermuda on this 24th day of
August, 1998.
/s/Christine L. Gomes Assistant Vice President
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Authorized Officer Title
CHUBB ATLANTIC INDEMNITY LTD.
EXCESS INSURANCE POLICY
In consideration of payment of required premium and subject to the
Declarations made a part hereof and the limitations, conditions, provisions and
other terms of this policy, the Company agrees with the INSUREDS as follows:
INSURING CLAUSE
The Company shall provide the INSUREDS with insurance during the Policy
Period excess of the UNDERLYING INSURANCE. Coverage for any loss attach only
after: 1) all UNDERLYING INSURANCE carriers have paid in cash the full amount of
their respective liabilities, and 2) the full amount of the UNDERLYING INSURANCE
policies have been collected by the plaintiffs, the Insureds or the Insureds'
counsel and 3) all UNDERLYING INSURANCE has been exhausted. Coverage under this
policy shall then apply in conformance with the terms, conditions, exclusions
and endorsements of the PRIMARY POLICY, together with all limitations,
restrictions and exclusions contained in or added by endorsement to any other
UNDERLYING INSURANCE, except as specifically set forth in the terms, conditions,
exclusions and endorsements of this Policy. In no event shall this Policy grant
broader coverage than would be provided by any of the exhausted UNDERLYING
INSURANCE.
MAINTENANCE OF UNDERLYING INSURANCE
All of the Underlying Policy(ies) scheduled in Item 4. Of the
Declarations shall be maintained during the Policy Period in full effect and
affording coverage at least as broad as the PRIMARY POLICY, except for any
reduction of the aggregate limit(s) of liability available under the UNDERLYING
INSURANCE solely by reason of payment of losses thereunder. Failure to comply
with the foregoing shall not invalidate this policy but the Company shall not be
liable to a greater extent than if this condition had been complied with.
In the event of any actual or alleged (a) failure by the INSUREDS to
give notice or to exercise any extensions under any UNDERLYING INSURANCE or (b)
misrepresentation of breach of warranties by any of the INSUREDS with respect to
any UNDERLYING INSURANCE, the Company shall not be liable hereunder to a greater
extent than it would have been in the absence of such actual or alleged failure,
misrepresentation or breach.
DEPLETION OF UNDERLYING LIMIT(S)
In the event of the depletion of the limit(s) of liability of the
UNDERLYING INSURANCE solely as the result of payment of losses thereunder, this
policy shall, subject to the Company's limit of liability and to the other terms
of the policy, continue to apply for subsequent losses as excess insurance over
the amount of insurance remaining under such UNDERLYING INSURANCE. In the event
of the exhaustion of all of the limit(s) of liability of such UNDERLYING
INSURANCE solely as a result of payment of losses thereunder, the remaining
limits available under this policy shall, subject to the Company's limit of
liability and to the other terms of this policy, continue for subsequent losses
as primary insurance and any retention specified in the PRIMARY POLICY shall be
imposed under this policy; otherwise no retention shall be imposed under this
policy.
LIMIT OF LIABILITY
The amounts set forth in Endorsement Number 1, Item 3(A) and (B) is the
Limit of Liability of the Company and shall be the maximum liability for each
LOSS and maximum aggregate liability for each POLICY YEAR.
GOVERNING LAW, ARBITRATION AND JURISDICTION
This Policy shall be governed and construed in accordance with the laws
of Bermuda. However, the provisions, stipulations, exclusions and conditions of
this Policy shall be construed in an evenhanded fashion as between the Insured
and the Company. Without limitation, where the language of the 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 such language, without any
presumption or arbitrary interpretation or construction in favor of either the
Insured or the Company, and without reference to parol evidence.
Any dispute or difference arising out of or relating to this Policy, or
the breach, termination or validity thereof, shall be resolved and settled by
final and binding arbitration held in Bermuda in accordance with the provisions
of the Bermuda International Conciliation and Arbitration Act 1993 (exclusive of
the Conciliation Part of such Act), or any statutory modification or reenactment
thereof, and the United Nations Commission on International Trade Law
("UNCITRAL") Arbitration Rules in effect as of the date of this Policy.
Unless the parties agree upon the selection of a sole arbitrator within
forth-five (45) days after receipt of notice of intent to arbitrate, the sole
arbitrator shall be appointed in accordance with such UNCITRAL Arbitration
Rules. The arbitrator shall be a present or former officer of a property or
casualty insurance or reinsurance company. The appointing authority shall be the
International Centers for Arbitration (ICA), and the case shall be administered
by the ICA in accordance with its "Supplemental Rules and Procedures for
Administration of Disputes under the UNCITRAL Arbitration Rules." Such decision
by the arbitrator shall be a complete defense to any attempted appeal or
litigation of such decision in the absence of fraud or collusion.
This Policy is an honorable engagement and the arbitrator shall be
absolved from all judicial formalities with respect to the admissibility of
evidence and contractual interpretation and shall interpret this Policy with a
view to effecting its general purpose in a commercially reasonable manner.
Each party shall extend to the arbitrator full cooperation and
assistance in the obtaining of information relevant to determination of the
dispute. The absence or default of a party shall not prevent or hinder the award
unless the arbitrator shall otherwise determine.
Fees for the arbitrator shall be reasonable and shall be established by
the arbitrator in consultation with the parties.
The costs of arbitration, including attorney's fees, shall be borne by
the unsuccessful party. The arbitrator shall apportion each of such costs
between the parties in those situation where the arbitrator cannot determine,
taking into account the circumstances of the case, which party is the successful
party.
In the event a party hereunder seeks judicial intervention, the parties
agree to irrevocably submit to the jurisdiction of any Court of competent
jurisdiction within Bermuda and will comply with all requirements necessary to
give such Court jurisdiction and all matters arising thereunder shall be
determined in accordance with the law and practice of such Court. Service of
process in such suit may be made upon any legal representative or officer of the
Company and Insured, wherever located, and the parties will abide by the final
decision of such Court or of the Appellate Court in Bermuda or the United
Kingdom in the event of an appeal.
CLAIM PARTICIPATION
The Company may, at its sole discretion, elect to participate in the
investigation, settlement or defense of any claim against any of the INSUREDS
for matters covered by this policy even if the UNDERLYING INSURANCE has not been
exhausted.
SUBROGATION - RECOVERIES
In the event of any payment under this policy, the Company shall be
subrogated to all the INSUREDS' rights of recovery against any person or
organization, as state din the PRIMARY POLICY, and the INSUREDS shall execute
and deliver instruments and papers and do whatever else is necessary to secure
such rights.
Any amounts recovered after payment of loss hereunder shall be
apportioned in the inverse order of payment to the extent of actual payment. The
expenses of all such recover proceedings shall be apportioned in the ration of
respective recoveries.
The Company shall be given notice in writing as soon as is practicable
(a) in the event of the cancellation of any UNDERLYING INSURANCE and (b) of any
notice given or additional or return premiums charged or paid in connection with
any UNDERLYING INSURANCE.
Notice of any claim shall be given in writing to the Company.
COMPANY AUTHORIZATION CLAUSE
By acceptance of this policy, the Parent Corporation named in Item 1.
of the Declarations agrees to act on behalf of all the INSUREDS with respect to
the giving and receiving of notice of claim or cancellations, the payment of
premiums and the receiving of any return premium that may become due under this
policy; and the INSUREDS agree that the Parent Corporation shall act on their
behalf.
ALTERATION
No change in or modification of this policy shall be effective except
when made by written endorsements signed by an authorized officer of Chubb
Atlantic Indemnity Limited.
POLICY TERMINATION
This policy may be cancelled by the PARENT CORPORATION at any time by
written notice or by surrender of this policy to the Company. This policy may
also be cancelled by or on behalf of the Company by delivery to the PARENT
CORPORATION or by mailing to the PARENT CORPORATION, by registered, certified or
other first class mail, at the address shown in Item 2. of the Declarations,
written notice stating when, not less than thirty days thereafter, the
cancellation shall become effective. The mailing of such notice as aforesaid
shall be sufficient proof of notice and this policy shall terminate at the date
and hour specified in such notice.
If the period of limitation relating to the giving of notice is
prohibited or made void by any law controlling the construction thereof, such
period shall be deemed to be amended so as to be equal to the minimum period of
limitation permitted by such law. The Company shall refund the unearned premium
computed at customary short rates if the policy is terminated in its entirety by
the PARENT CORPORATION. Under any other circumstances the refund shall be
computed pro rata.
TERMINATION OF PRIMARY POLICY
This policy shall terminate immediately upon the termination of the
PRIMARY POLICY, whether by the INSUREDS or the primary insurer. Notice of
cancellation or non-renewal of the PRIMARY POLICY duly given by the primary
insurer shall serve as notice of the cancellation or non-renewal of this policy
by the Company.
TERMINATION OF PRIOR POLICY(IES)
The taking effect of this policy shall terminate, if not already
terminated, the policy(ies) specified in Item 7. of the Declarations.
POLICY DEFINITIONS
INSUREDS means those persons insured under the PRIMARY POLICY.
PRIMARY POLICY means the policy scheduled in Item 4.(A) of the Declarations or
any policy of the same insurer replacing or renewing such policy.
POLICY YEAR means the one year period between the anniversaries of the PRIMARY
POLICY, provided that: (1) the first POLICY YEAR of this policy shall be the
period between the inception of this policy and the next subsequent anniversary
of the PRIMARY POLICY, and (2) the last POLICY YEAR of this policy shall be the
period between the termination of this policy and the anniversary of the PRIMARY
POLICY immediately preceding such termination. If any discovery period extension
is exercised such extension shall be treated as set forth in the PRIMARY POLICY.
UNDERLYING INSURANCE means all those policies scheduled in Item 4 of the
Declarations and any policies replacing them.
CHUBB ATLANTIC INDEMNITY LTD.
ENDORSEMENT
INSURED: The Procter & Gamble Company
ENDORSEMENT NO.: 1
DATE ISSUED: August 21, 1998
TO BE ATTACHED TO AND FORM PART OF POLICY NO. (99)3310-04-49
NAME OF COMPANY: Chubb Atlantic Indemnity Ltd.
PRODUCER: Park International Limited
EFFECTIVE DATE: June 30, 1998
AMENDED LIMIT OF LIABILITY
It is understood and agreed that Item 3., Limit of Liability, as set forth on
the Declarations Page, is deleted in its entirety and replaced with the
following:
Item 3. Limit of Liability (Inclusive of Defense Costs):
(A) Each LOSS $50,000,000
(B) Each POLICY YEAR $50,000,000
Excess of:
(A) Each LOSS $95,000,000
(B) Each POLICY YEAR $95,000,000
which in turn is excess of the Deductible/Retention
shown below:
Deductible/Retention Amount: $NIL
Noting herein contained shall be held to vary, alter, waive, or extend the
provisions of the above mentioned Policy other than as above stated.
/s/Christine L. Gomes August 24, 1998
--------------------- ---------------
Authorized Representative Date
CHUBB ATLANTIC INDEMNITY LTD.
ENDORSEMENT
INSURED: The Procter & Gamble Company
ENDORSEMENT NO.: 2
DATE ISSUED: August 21, 1998
TO BE ATTACHED TO AND FORM PART OF POLICY NO. (99)3310-04-49
NAME OF COMPANY: Chubb Atlantic Indemnity Ltd.
PRODUCER: Park International Limited
EFFECTIVE DATE: June 30, 1998
PRIOR AND PENDING LITIGATION - EXCESS
It is understood and agreed that the company shall not be liable to make any
payment for Loss in connection with any Claim based upon, arising out of,
relating to, in consequence of, or in any way involving:
(1) any litigation, arbitration, claims, demands, causes of
action, equitable, legal or quasi-legal proceedings, decrees
or judgments (collectively referred to as litigation) against
any INSUREDS occurring prior to or pending as of June 30,
1994, of which the INSUREDS has received notice or otherwise
had knowledge as of such date; or
(2) any subsequent litigation arising from, or based on
substantially the same matters as alleged in the prior or
pending litigation included in (1) above; or
(c) any Wrongful Act of the INSUREDS which gave rise to the prior
or pending litigation included in (1) above.
Nothing herein contained shall be held to vary, alter, waive, or extend the
provisions of the above mentioned policy other than as above stated.
/s/Christine L. Gomes August 24, 1998
--------------------- ---------------
Authorized Representative Date
CHUBB ATLANTIC INDEMNITY LTD.
ENDORSEMENT
INSURED: The Procter & Gamble Company
ENDORSEMENT NO.: 3
DATE ISSUED: August 21, 1998
TO BE ATTACHED TO AND FORM PART OF POLICY NO. (99)3310-04-49
NAME OF COMPANY: Chubb Atlantic Indemnity Ltd.
PRODUCER: Park International Limited
EFFECTIVE DATE: June 30, 1998
RESTATEMENT OF INSURING CLAUSE
It is hereby understood and agreed that the INSURING CLAUSE, as set forth on
Page 1 of 4, is deleted in its entirety and replaced with the following:
INSURING CLAUSE
The Company shall provide the INSUREDS with insurance during the Policy
Period excess of the UNDERLYING INSURANCE. Coverage thereunder shall
attach only after all such UNDERLYING INSURANCE has been exhausted and
shall then apply in conformance with the terms, conditions, exclusions
and endorsements of the PRIMARY POLICY, together with all limitations,
restrictions or exclusions contained in or added by endorsement to any
other UNDERLYING INSURANCE, except as specifically set forth in the
terms and conditions and endorsements of this Policy. In no event shall
this policy grant broader coverage than would be provided by any of the
exhausted UNDERLYING INSURANCE POLICIES.
Nothing herein contained shall be held to vary, alter, waive, or extend the
provisions of the above mentioned policy other than as above stated.
/s/Christine L. Gomes August 24, 1998
--------------------- ---------------
Authorized Representative Date
CHUBB ATLANTIC INDEMNITY LTD.
ENDORSEMENT
INSURED: The Procter & Gamble Company
ENDORSEMENT NO.: 4
DATE ISSUED: August 21, 1998
TO BE ATTACHED TO AND FORM PART OF POLICY NO. (99)3310-04-49
NAME OF COMPANY: Chubb Atlantic Indemnity Ltd.
PRODUCER: Park International Limited
EFFECTIVE DATE: June 30, 1998
UNDERLYING/EXCESS COVERAGE CLARIFICATION
It is hereby understood and agreed that the failure or inability of any Insurer
issuing any of the UNDERLYING INSURANCE to pay any loss(es) thereunder shall
not:
1. Increase the Company's Liability,
2. Cause this policy to become primary insurance, or
3. Cause the Company to pay any of the unpaid loss(es) owing under the
UNDERLYING INSURANCE.
Nothing herein contained shall be held to vary, alter, waive, or extend the
provisions of the above mentioned policy other than as above stated.
/s/Christine L. Gomes August 24, 1998
--------------------- ---------------
Authorized Representative Date
CHUBB ATLANTIC INDEMNITY LTD.
ENDORSEMENT
INSURED: The Procter & Gamble Company
ENDORSEMENT NO.: 5
DATE ISSUED: August 21, 1998
TO BE ATTACHED TO AND FORM PART OF POLICY NO. (99)3310-04-49
NAME OF COMPANY: Chubb Atlantic Indemnity Ltd.
PRODUCER: Park International Limited
EFFECTIVE DATE: June 30, 1998
It is hereby understood and agreed that the Company shall not be liable to make
any payment for Loss for which the Parent Corporation or its subsidiaries grants
indemnification to the INSUREDS.
Nothing herein contained shall be held to vary, alter, waive, or extend the
provisions of the above mentioned policy other than as above stated.
/s/Christine L. Gomes August 24, 1998
--------------------- ---------------
Authorized Representative Date