Exhibit (99.6)
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Fiduciary Responsibility Insurance Policy
PENSION AND WELFARE FUND FIDUCIARY RESPONSIBILITY
INSURANCE POLICY
THIS IS A CLAIMS MADE POLICY
IN CONSIDERATION of the payment of the premium stated in the Declarations and
subject to all of the terms, conditions, and limitations of this Policy, the
Company agrees as follows:
I. INSURING AGREEMENT.
The Company will pay on behalf of the INSURED all sums which the INSURED
shall become legally obligated to pay as DAMAGES on account of any claim
made against the INSURED for any WRONGFUL ACT and the Company shall have the
right and duty to defend such claim against the INSURED seeking such
DAMAGES, even if any of the allegations of the claim are groundless, false
or fraudulent, and may make such investigation and settlement of any claim
as it deems expedient, but the Company shall not be obligated to pay any
claim or judgment or to defend any suit after the applicable limit of the
Company's liability has been exhausted by payment of judgments or
settlements.
II. EXCLUSIONS.
This insurance does not apply to any claim:
(1) Arising out of any dishonest, fraudulent or criminal act, or willful or
reckless violation of any statute, but this exclusion does not apply to a
claim upon which suit may be brought by reason of any alleged dishonesty on
the part of the INSURED, unless:
(a) A judgment or other final adjudication thereof adverse to the
INSURED shall establish that acts of active deliberate dishonesty
committed by the INSURED was material to the cause of action so
adjudicated or
(b) The claim is a claim by or on behalf of a fidelity insurer against a
natural person whose dishonesty has resulted in a loss which has been
paid under a fidelity bond.
(2) Arising out of libel or slander;
(3) Arising out of bodily injury, sickness, disease or death, or loss of,
injury to, destruction of, or loss of use of, any tangible property,
including loss of currency, coins, bank notes, bullion, travelers checks,
register checks, money orders, and all negotiable and non-negotiable
instruments or contracts representing money;
(4) Arising out of the INSURED'S failure to comply with any law concerning
Workers' Compensation, Unemployment Insurance, Social Security or Disability
Benefits, or any similar law;
(5) Arising out of the failure to procure or maintain adequate insurance or
bonds on assets or property of the Trust or Employee Benefit Plan designated
in the Declarations;
(6) Arising out of liability of others assumed by the INSURED under any
contract or agreement, either oral or written, except in accordance with the
Agreement and Declaration of Trust;
(7) Arising out of the INSURED gaining in fact any personal profit or
advantage to which such INSURED was not legally entitled or for the return
by the INSURED of any remuneration paid in fact to such INSURED if payment
of such remuneration shall be held by the courts to have been in violation
of law;
(8) For the failure to collect contributions owed to the Trust or Employee
Benefit Plan described in the Declarations from employers unless such
failure is due to the negligence of the INSURED or for the return of any
contributions to an employer if such amounts are or could be chargeable to
the Trust or Employee Benefit Plan, but this exclusion shall not apply to
the Company's obligation to defend such claim nor pay the costs and expenses
thereof.
III. DEFINITION OF INSURED.
Each of the following is an INSURED to the extent set forth below:
(1) The Trust or Employee Benefit Plan designated in the Declarations and
any additional Trust or Employee Benefit Plan created during the policy
period by the sole sponsor referred to in Item (2) below, or by any interest
owned or controlled by said sole sponsor, provided written notice of such is
given to the Company within 90 days.
(2) An employer who is the sole sponsor of such Trust or Employee Benefit
Plan.
(3) Any natural person who at any time holds or shall have held the position
of:
(a) Trustee of such Trust or Employee Benefit Plan.
(b) Director, officer or employee of such Trust or Employee Benefit Plan
or of such sole sponsor employer.
(4) Any other person or organization designated in the Declarations as a
Fiduciary.
(5) Any other Trust or Employee Benefit Plan of any firm hereafter acquired
through consolidation, merger or takeover by the sole sponsor or by any
interest owned or controlled by said sole sponsor, provided:
(a) Written notice of such acquisition is given to the Company within 90
days of the effective date of such acquisition, and
(b) The INSURED pays the Company an additional premium computed pro-rata
from the date of such acquisition to the end of the Policy Period, and
(c) That specific Application on the Company's form in use at the time
of acquisition is made to the Company as soon as practicable after the
aforesaid notice is given.
The insurance applies separately to each INSURED against whom claim is made
or suit is brought except with respect to the application of the limits of
liability, and it shall also apply to the estates, heirs and personal
representatives of persons INSURED hereunder.
IV. OTHER DEFINITIONS.
(1) "WRONGFUL ACT" means a breach of fiduciary duty by the INSURED in the
discharge of duties as respects the Trust or Employee Benefit Plan
designated in the Declarations; the term includes any negligent act, error
or omission of the INSURED in the "ADMINISTRATION" of "EMPLOYEE BENEFITS".
"ADMINISTRATION" as used herein shall mean:
(a) Giving counsel to employees with respect to EMPLOYEE BENEFITS;
(b) Interpreting EMPLOYEE BENEFITS;
(c) Handling records in connection with EMPLOYEE BENEFITS;
(d) Effecting enrollment, termination or cancellation of employees under
an EMPLOYEE BENEFITS program.
"EMPLOYEE BENEFITS" as used herein shall mean the Trust or Employee Benefit
Plan designated in the Declarations, Workers' Compensation Insurance,
Unemployment Insurance, Social Security or Disability Benefits.
(2) "INSURANCE REPRESENTATIVE" means the person designated in the
Declarations as the exclusive agent to act on behalf of the INSUREDS,
individually or collectively, in all matters relating to insurance under
this policy.
(3) "DAMAGES" shall mean sums of money payable as compensation for loss or
in discharge of an obligation of an INSURED to make good a shortage in the
INSURED Trust or Employee Benefit Plan. The word "DAMAGES" shall not
include:
(a) Fines, penalties, taxes or punitive or exemplary damage.
(b) Benefits due or to become due under the terms of the Trust or Plan,
unless and to the extent that recovery for such benefits is based upon a
WRONGFUL ACT and is payable as a personal obligation of an INSURED.
V. POLICY PERIOD: TERRITORY.
This insurance applies only to claims first made during the policy period
described in the Declarations within the United States of America, its
territories or possessions or Canada; provided the INSURED at the effective
date of this insurance had no knowledge of or could not have reasonably
foreseen any circumstances which might result in such claim.
VI. LIMITS OF LIABILITY.
Regardless of the number of persons or organizations bringing claims or
suits against the INSURED and regardless of the number of persons or
organizations INSURED hereunder, the total limit of the Company's liability
to pay DAMAGES because of all claims made against the INSURED during any
single policy year shall not exceed the amount shown in the Declarations as
"Annual Aggregate Limit of Liability", regardless of time of payment.
If the policy period described in the Declarations is for a term of more
than one year, said "Annual Aggregate Limit of Liability" shall apply
separately to each consecutive annual period.
VII. CLAIMS MADE EXTENSION CLAUSE.
If, during the policy period hereof, the INSURED shall first become aware of
any WRONGFUL ACT which may subsequently give rise to a claim against any
INSURED and shall during the policy period hereof give written notice to the
Company of such WRONGFUL ACT, then any such claim which is subsequently made
against the INSURED arising out of such WRONGFUL ACT shall for the purposes
of this policy be deemed to have been first made against the INSURED during
the policy period.
VIII. SUPPLEMENTARY PAYMENTS.
The Company will pay in addition to the limits of liability shown in the
Declarations all costs, charges and expenses incurred by the Company in the
investigation, settlement, defense and negotiation of any claim coming
within the terms of this insurance, but, in the event of any judgment in
excess of the amount of the aggregate limit available under this policy, the
Company's liability for the costs and expenses incurred by it or with its
consent shall be such proportion thereof as the amount of the aggregate
limit available under this policy bears to the amount paid to dispose of the
claim. In no event shall the Company be obligated to pay any claim or
judgment or to defend or continue the defense of any suit after the
aggregate limit of the Company's liability has been exhausted by payment of
judgments or settlements.
The Company will pay in addition to the Limits of Liability shown in the
Declarations reasonable expenses incurred by the INSURED at the Company's
request.
IX. CONSENT TO SETTLE.
The Company may, with the written consent of the INSURED, make such
settlement or such compromise of any claim or suit as the Company deems
expedient, and if the INSURED shall refuse to consent to the settlement of
any claim or suit recommended by the Company, based upon a judgment or a
bonafide offer of settlement, the INSURED shall thereafter negotiate or
defend such claim or suit independently of the Company and on said INSURED'S
own behalf, and in such event the DAMAGES and expenses accruing or
determined through litigation or otherwise in excess of the amount for which
settlement could have been made as so recommended by the Company shall not
be recoverable under this policy.
X. EXTENSION CLAUSE.
It is agreed that at any time prior to termination or cancellation of this
policy as an entirety, whether by the INSURED or by the Company, the INSURED
may give to the Company notice that it desires to be INSURED for an
additional period of twelve (12) months after the effective date of
termination or cancellation, at an additional premium of 25% of the premium
hereunder, for claims made against the INSURED during the said twelve (12)
month period by reason of a WRONGFUL ACT committed or alleged to have been
committed prior to the effective date of termination or cancellation and
which would be otherwise INSURED by this policy, subject to the following
provisions:
(a) Such additional period shall be deemed part of the policy period and
not an addition thereto;
(b) Such additional period of time shall terminate forthwith on the
effective date of any other insurance obtained by the INSURED or its
successors in business, replacing in whole or in part the insurance
afforded by this policy. Where such other policy provides no coverage
for loss sustained prior to its effective date, it shall not be deemed
to be a replacement of this policy.
If the policy period described in the Declarations is for a term of more
than one year, the maximum premium for this extension shall be 25% of the
equivalent annual premium.
XI. CONDITIONS.
(1) INSUREDS DUTIES IN THE EVENT OF OCCURRENCE, CLAIM OR SUIT.
It is a condition precedent to the application of all insurance afforded
herein that:
(a) In the event the INSURED shall first become aware of any claim or
allegation of a WRONGFUL ACT, or any occurrence which might reasonably
give rise to such claim or allegation of a WRONGFUL ACT, written notice
containing particulars sufficient to identify the INSURED and any
claimant and also reasonably obtainable information with respect to the
time, place and circumstances thereof, and the names and addresses of
the injured parties and of available witnesses, shall be given by or for
the INSURED to the Company or any of its authorized agents as soon as
practicable;
(b) If claim is made or suit is brought against an INSURED, the INSURED
or INSURANCE REPRESENTATIVE shall immediately forward to the Company
every demand, notice, summons or other process received;
(c) The INSURED shall cooperate with the Company and, upon the Company's
request, assist in making settlements, in the conduct of suits and in
enforcing any right of contribution or indemnity against any person or
organization who may be liable to the INSURED because of an act with
respect to which insurance is afforded under this policy; and the
INSURED shall attend hearings and trials and assist in securing and
giving evidence and obtaining the attendance of witnesses. The INSURED
shall not voluntarily assume or admit any liability, nor, except at said
INSURED'S own cost, voluntarily make any payment, assume any obligations
or incur any expense without the Company's prior written consent.
(2) ACTION AGAINST THE COMPANY.
No action shall lie against the Company unless, as a condition precedent
thereto, there shall have been full compliance with all of the terms of this
policy, nor until the amount of the INSURED'S obligation to pay shall have
been finally determined either by judgment against the INSURED after actual
trial or by written agreement of the INSURED, the claimant and the Company.
Any person or organization or the legal representative thereof who has
secured such judgment or written agreement shall thereafter be entitled to
recover under this policy to the extent of the insurance afforded by this
policy. No person or organization shall have any right under this policy to
join the Company as a party to any action against the INSURED to determine
the INSURED'S liability nor shall the Company be impleaded by the INSURED or
said INSURED'S legal representative. Bankruptcy or insolvency of the INSURED
or of the INSURED'S estate shall not relieve the Company of any of its
obligations hereunder.
(3) OTHER INSURANCE.
This insurance shall apply only as excess insurance over any other valid and
collectible insurance available to the INSURED.
(4) SUBROGATION.
In the event of any payment under this policy, the Company shall be
subrogated to all the INSURED'S rights of recovery therefor against any
person or organization and the INSURED shall execute and deliver instruments
and papers and do whatever else is necessary to secure such rights. The
INSURED shall do nothing after loss to prejudice such rights.
(5) CHANGES.
Notice to any agent or knowledge possessed by any agent or by any other
person shall not effect a waiver or a change in any part of this policy or
estop the Company from asserting any right under the terms of this policy,
nor shall the terms of this policy be waived or changed, except by
endorsement issued to form a part of this policy.
(6) ASSIGNMENT.
Assignment of interest under this policy shall not bind the Company until
its consent is endorsed hereon; if, however, the INSURED shall become
incompetent or die, such insurance as is afforded by this policy shall apply
to the INSURED'S legal representative as an INSURED, but only while acting
within the scope of said INSURED'S duties as such.
(7) CANCELLATION.
This policy may be cancelled on behalf of the INSUREDS at any time by
written notice to the Company. This policy may also be cancelled on behalf
of the Company by mailing to the INSURANCE REPRESENTATIVE at the address of
the Trust or Plan shown in the Declarations, written notice stating when,
not less than thirty (30) days thereafter, the cancellation shall become
effective. The mailing of such notice shall be sufficient proof of notice,
and this policy shall terminate at the date and hour specified in such
notice.
If this policy shall be cancelled by the INSUREDS the Company shall retain
the customary short rate proportion of the premium hereon.
If this policy shall be cancelled by or on behalf of the Company, the
Company shall retain the pro-rata proportion of the premium hereon. Payment
or tender of any unearned premium by the Company shall not be a condition
precedent to the effectiveness of cancellation, but such payment shall be
made as soon as practicable.
(8) DECLARATIONS.
By acceptance of this policy, each INSURED agrees that the statements in the
Application attached to this policy are said INSURED'S agreements and
representations, that this policy is issued in reliance upon the truth of
such representations and that this policy embodies all agreements existing
between said INSURED and the Company or any of its agents relating to this
insurance.
(9) AUTHORIZATION.
By acceptance of this policy, the INSURANCE REPRESENTATIVE agrees to act on
behalf of all INSUREDS with respect to the payment of premiums and the
receiving of any return premiums that may become due under this policy, and
the receiving of all notices of cancellation, non-renewal or change of
coverages and the INSUREDS agree that they have, individually and
collectively, delegated this authority exclusively to the INSURANCE
REPRESENTATIVE. Nothing herein shall relieve each INSURED from giving any
notice to the Company that is required under Condition (1) of the policy.
(10) RECOURSE.
In the event that an INSURED breaches any fiduciary obligation imposed by
the Employee Retirement Income Security Act of 1974, as it may be amended
from time to time, it is agreed that the Company has the right of recourse
against any such INSURED for any amount paid by the Company on account of
such a breach of fiduciary obligation, but the Company shall have no such
right of recourse if this policy has been purchased by an Employer or by an
Employee organization.
(11) LIBERALIZATION CLAUSE.
If during the period that insurance is in force under this policy, or within
45 days prior to the inception date thereof, on behalf of the Company there
be adopted, or filed with and approved or accepted by the insurance
supervisory authorities, all in conformity with law, any changes in the form
attached to this policy by which this form of insurance could be extended or
broadened without increased premium charge by endorsement or substitution of
form, then such extended or broadened insurance shall inure to the benefit
of the INSURED hereunder as though such endorsement or substitution of form
had been made.
IN WITNESS WHEREOF, the Company has caused this policy to be signed by its
President and a Secretary at Hartford, Connecticut, and countersigned on the
Declarations page by a duly authorized agent of the Company.
/s/LOUISE L. MCCORMICK /s/RONALD E. COMPTON
Secretary President
PENSION AND WELFARE FUND
FIDUCIARY RESPONSIBILITY INSURANCE POLICY
OMNIBUS NAME OF DESIGNATED TRUST OR PLAN ENDORSEMENT
(To be attached to and form part of Pension and Welfare Fund
Fiduciary Responsibility Insurance Policy)
It is agreed that:
1. From and after the time this endorsement becomes effective, the Name of
Designated Trust or Plan referred to in Item 1. of the Declarations is:
Any Employee Benefit Plan sponsored by the employer listed in Item 2.,
below, or jointly-sponsored by said employer and a labor organization, for
the exclusive benefit of the employees of said employer; subject, however,
to the notice requirement set forth in Section III (5) DEFINITION OF
INSURED.
2. Name of employer: The Procter & Gamble Company
This endorsement, issued by one of the below named companies, forms a part of
the policy to which attached, effective on the inception date of the policy
unless otherwise stated herein.
(The information below is required only when this endorsement is issued
subsequent to preparation of the policy.)
Endorsement effective 6-30-93 Policy No. 68 FF 100827733 BCA Endorsement No.
Name of Designated Trust or Plan
The Procter & Gamble Company Profit Sharing Trust; etal
Countersigned by /s/ROBERT D. LANG
(Authorized Representative)
The Aetna Casualty and Surety Company
The Standard Fire Insurance Company
Hartford, Connecticut 06156
PENSION AND WELFARE FUND
FIDUCIARY RESPONSIBILITY INSURANCE POLICY
CONTINUITY OF COVERAGE ENDORSEMENT
It is agreed that the policy is amended as follows:
1. By deleting Section V. POLICY PERIOD: TERRITORY. and substituting in lieu
thereof the following:
V. POLICY PERIOD: TERRITORY.
This insurance applies only to claims first made during the policy period
described in the Declarations within the United States of America, its
territories or possessions or Canada; provided the INSURED at the effective
date of this insurance, or at the time the INSURED first purchased PRIOR
SIMILAR COVERAGE, had no knowledge of or could not have reasonably foreseen
any circumstances which might result in such claim; but this insurance shall
not apply to claims arising out of any WRONGFUL ACT of which the INSURED
became aware while such PRIOR SIMILAR COVERAGE was in effect and which was
reported to the company which provided such PRIOR SIMILAR COVERAGE.
2. By adding to Section IV. OTHER DEFINITIONS. the following new definition:
(4) "PRIOR SIMILAR COVERAGE" shall mean insurance which provides in whole or
in part the insurance afforded by this policy which the INSURED has
maintained on an uninterrupted basis until the effective date of this
policy.
This endorsement forms a part of the policy to which attached, effective on the
inception date of the policy unless otherwise stated herein.
(The information below is required only when this endorsement is issued
subsequent to preparation of the policy.)
Endorsement effective 6-30-93 Policy No. 66 FF 100827733 BCA Endorsement No.
Name of Designated Trust or Plan
The Procter & Gamble Company Profit Sharing Trust; etal
The Aetna Casualty and Surety Company
Hartford, Connecticut 06156
Countersigned by /s/ROBERT D. LANG
(Authorized Representative)
PENSION AND WELFARE FUND
FIDUCIARY RESPONSIBILITY INSURANCE POLICY
ENDORSEMENT FR-1
It is agreed that the policy is amended as follows:
1. By deleting paragraph (1) of Section II. EXCLUSIONS and substituting the
following therefor:
(1) Arising out of any dishonest, fraudulent or criminal act, or willful
violation of any statute, but this exclusion does not apply to a claim upon
which suit may be brought by reason of any alleged dishonesty on the part of
the INSURED, unless:
2. By deleting Section X. EXTENSION CLAUSE in its entirety and substituting the
following therefor:
X. EXTENSION CLAUSE.
It is agreed that if the Company terminates or refuses to renew this policy,
the INSURED may give to the Company notice that it desires to be INSURED for
an additional period of twelve (12) months after the effective date of
termination or nonrenewal, provided that written notice of its desire to be
INSURED for said additional period is given to the Company prior to the
effective date of termination or nonrenewal of the policy by the Company or
within 10 days following the effective date of termination or nonrenewal.
If the INSURED terminates this policy or declines to accept renewal, the
INSURED may give to the Company notice that it desires to be INSURED for an
additional period of twelve (12) months after the effective date of
termination or nonrenewal, provided that written notice of its desire to be
INSURED for said additional period is given to the Company prior to the
effective date of termination or nonrenewal.
The Company, at its sole option, may grant further extension periods beyond
the twelve (12) months provided for herein.
The insurance afforded during any extension period or periods shall apply
only to claims made against the INSURED during the said extension period or
periods by reason of a WRONGFUL ACT committed or alleged to have been
committed prior to the effective date of termination or nonrenewal and which
would be otherwise INSURED by this policy, subject to the following
provisions:
(a) Such additional period shall be deemed part of the policy period and
not an addition thereto;
(b) Such additional period of time shall terminate forthwith on the
effective date of any other insurance obtained by the INSURED or its
successors in business, replacing in whole or in part the insurance
afforded by this policy. Where such other policy provides no coverage
for loss sustained prior to its effective date, it shall not be deemed
to be a replacement of this policy.
The INSURED shall pay to the Company an additional premium of 25% of the
equivalent annual premium hereunder for each 12 month period of extension.
3. By deleting subsection (1)(a) of Section XI. CONDITIONS and substituting the
following therefor:
(a) In the event the INSURED shall first become aware of any claim or
allegation of a WRONGFUL ACT, written notice of such claim or allegation
shall be given by or for the INSURED to the Company or any of its
authorized agents as soon as practicable and the INSURED shall give the
Company such information concerning such claim or allegation as the
Company shall reasonably require.
This endorsement forms a part of the policy to which attached, effective on the
inception date of the policy unless otherwise stated herein.
(The information below is required only when this endorsement is issued
subsequent to preparation of the policy.)
Endorsement effective 6-30-93 Policy No. 68 FF 100827733 BCA
Name of Designated Trust or Plan
The Procter & Gamble Company Profit Sharing Trust; etal
Countersigned by /s/ROBERT D. LANG
(Authorized Representative)
PENSION AND WELFARE FUND
FIDUCIARY RESPONSIBILITY INSURANCE POLICY
ENDORSEMENT FR-2
It is agreed that the policy is amended as follows:
Section I. INSURING AGREEMENT is deleted in its entirety and the following is
substituted therefor:
I. INSURING AGREEMENT.
The Company will pay on behalf of the INSURED all sums which the INSURED shall
become legally obligated to pay as DAMAGES on account of any claim made against
the INSURED for any WRONGFUL ACT committed or alleged to have been committed by
the INSURED or by any natural person for whose WRONGFUL ACT the INSURED is
legally liable.
The Company shall have the right and duty to defend the INSURED in any claim
seeking pecuniary or nonpecuniary relief for a WRONGFUL ACT even if the
allegations of the claim are groundless, false or fraudulent, and may make such
investigation and settlement of any claim as it deems expedient, or may, at its
sole option, give its written consent to the defense by the INSURED of such
claim, but the Company shall not be obligated to pay any claim or judgment or to
defend any suit, nor pay for the defense of any suit being conducted by the
INSURED with the Company's written consent, after the applicable limit of the
Company's liability has been exhausted by payment of judgments or settlements.
This endorsement forms a part of the policy to which attached, effective on the
inception date of the policy unless otherwise stated herein.
(The information below is required only when this endorsement is issued
subsequent to preparation of the policy.)
Endorsement effective 6-30-93 Policy No. 68 FF 100827733 BCA
Name of Designated Trust or Plan
The Procter & Gamble Company Profit Sharing Trust; etal
Countersigned by /s/ROBERT D. LANG
(Authorized Representative)
PENSION AND WELFARE FUND FIDUCIARY RESPONSIBILITY INSURANCE POLICY
To be attached to and form part of Policy No. 68 FF 100827733 BCA
issued to The Procter & Gamble Company Profit Sharing Trust; et al
It is agreed that:
The attached policy is amended by adding an additional section thereto as
follows:
"XII DEDUCTIBLE AMOUNT
**Twenty Five Thousand and 00/100------ ($25,000.00) (hereinafter referred
to as Deductible Amount) shall be deducted from the amount of each claim
covered hereunder, including all expense incurred, and the Company shall
be liable only in excess of such Deductible Amount. Claims based on or
arising out of the same Wrongful Act or interrelated Wrongful Acts of
one or more of the INSUREDS shall be considered a single claim and only
one Deductible Amount shall be applied to each single claim.
Subject to Section IX, CONSENT TO SETTLE, of the attached policy, the
Company may pay any part or all of the Deductible Amount to effect
settlement of any claim or suit and upon notification of the action
taken, the INSURED shall promptly reimburse the Company for such part of
the Deductible Amount as has been paid by the Company.
**This Endorsement has been amended as follows:
The Deductible is to apply to defense costs only.
THE AETNA CASUALTY AND SURETY COMPANY
By: /s/ROBERT D. LANG
Authorized Representative
Accepted by:
-----------------------------
Insurance Representative
(Excess over an underlying amount)
ENDORSEMENT
To be attached to and form part of
Policy No. 68 FF 100827733 BCA
issued to The Procter & Gamble Company Profit Sharing Trust; etal
It is agreed that:
1. Section II of the attached policy, EXCLUSIONS, is amended by adding the
following exclusion:
(9) Arising out of plan terminations or restructures alleging impairment
of assets, or alleging wrongful distribution of plan assets.
This endorsement forms a part of the policy to which attached, effective on the
inception date of the policy unless otherwise stated herein.
(The information below is required only when this endorsement is issued
subsequent to preparation of the policy.)
Endorsement effective Policy No.
Name of DESIGNATED TRUST OR PLAN
Countersigned by /s/ROBERT D. LANG
(Authorized Representative)
Accepted by:
-------------------------------
Insurance Representative
TO EXCLUDE LOSS ALLEGING IMPAIRMENT
OR WRONGFUL DISTRIBUTION OF ASSETS
ENDORSEMENT
To be attached to and form part of Policy No. 68 FF 100827733 BCA
issued to The Procter & Gamble Company Profit Sharing Trust; etal
It is agreed that:
1. Section II of the attached policy, EXCLUSIONS, is amended by adding the
following exclusion:
(10) Based on, arising out of, directly or indirectly resulting from, in
consequence of, or in any way involving, actual or alleged seepage,
pollution or contamination of any kind.
This endorsement forms a part of the policy to which attached, effective on the
inception date of the policy unless otherwise stated herein.
(The information below is required only when this endorsement is issued
subsequent to preparation of the policy.)
Endorsement effective Policy No.
Name of DESIGNATED TRUST OR PLAN
Countersigned by /s/ROBERT D. LANG
(Authorized Representative)
Accepted by:
-------------------------------
Insurance Representative
POLLUTION EXCLUSION ENDORSEMENT
SPECIAL ENDORSEMENT #1
To be attached to and form part of Policy 68 FF 100827733 BCA
issued by The Aetna Casualty and Surety Company (hereinafter called Controlling
Company)
in favor of The Procter & Gamble Profit Sharing Trust; et al.
It is agreed that:
1. The term "Underwriter" as used in the attached policy shall be construed
to mean, unless otherwise specified in this rider, all the Companies executing
the attached policy.
2. Each of said Companies shall be liable for such proportion of any loss
under the attached policy as the amount underwritten by such Company as
specified in the Schedule forming a part hereof, bears to the Annual Aggregate
Limit of Liability of the attached policy.
3. Each of said Companies shall be liable for any payments made pursuant to
Section VIII, Supplementary Payments in proportion for which each Companies'
respective Limit of Liability bears to the Annual Aggregate Limit of the policy.
4. In the absence of a request from any of said Companies to pay premiums
directly to it, premiums for the attached policy may be paid to the Controlling
Company for the account of all of said Companies.
5. In the absence of a request from any of said Companies that notice of
claim and proof of loss be given to or filed directly with it, the giving of
such notice to and the filing of such proof with, the Controlling Company shall
be deemed to be in compliance with the conditions of the attached policy for the
giving of notice of loss and the filing of proof of loss, if given and filed in
accordance with said conditions.
6. The Controlling Company may give notice in accordance with the terms of
the attached policy, terminating or canceling the attached policy, and any
notice so given shall terminate or cancel the liability of all of said
Companies.
7. Any Company other than the Controlling Company may give notice in
accordance with the terms of the attached policy, terminating or canceling the
entire liability of such other Company under the attached policy.
8. In the absence of a request from any of said Companies that notice of
termination or cancellation by the INSURED of the attached policy in its
entirety be given to or filed directly with it, the giving of such notice in
accordance with the terms of the attached policy to the Controlling Company
shall terminate or cancel the liability of all of said Companies as an entirety.
The giving of notice for termination or cancellation in accordance with the
terms of the attached bond to any Companies shall terminate or cancel the
liability of the Controlling Company.
9. In the event of the termination or cancellation of the attached policy as
an entirety, no Company shall be liable to the INSURED for a greater proportion
of any return premium due the INSURED than the amount underwritten by such
Company bears to the Annual Aggregate Limit of Liability of the attached policy.
10. In the event of the termination or cancellation of the attached policy
as to any Company, such Company alone shall be liable to the INSURED for any
return premium due the INSURED on account of such termination or cancellation.
The termination or cancellation of the attached policy as to any Company other
than the Controlling Company shall not terminate, cancel or otherwise affect the
liability of the other Companies under the attached policy.
11. This rider shall become effective as of 12:01 a.m. on 6/30/93 standard
time.
Underwritten for the sum of $20,000,000 except as follows:
Controlling Company
By: The Aetna Casualty and Surety Company
Attest: /s/DANIEL A. WALLA
Underwritten for the sum of $10,000,000 except as follows:
By: Celtic Insurance Company
Attest:
Accepted:
INSURED
By: The Procter & Gamble Company; etal
Pension and Welfare Fund
Fiduciary Responsibility Insurance Declarations
1. Designated Trust or Plan Policy Number
The Procter & Gamble Company 68 FF 100827733 BCA
Profit Sharing Trust; etal
2. Mailing Address
One Procter & Gamble Plaza, Cincinnati, Ohio 45202
3. Policy Period
From 6/30/93 to 6/30/94 12:01 a.m. Standard Time at the Mailing Address
Stated in Item 2.
4. Annual Aggregate Limit of Liability
Aetna Casualty and Surety Company $20,000,000 part of $30,000,000
Celtic Insurance Company $10,000,000 part of $30,000,000
5. Insurance Representative 6. Premium for the
Gerald L. Leighton Policy Period $139,100
Premium Payable to
The Aetna Casualty and Surety Company
7. Endorsements made a part of the policy (Designated by Endorsement Number)
F-1282, F-1274, F-1401, F-1400, Deductible Endorsement, Impairment of Assets
Endorsement, Pollution Exclusion Endorsement, Special Endorsement #1
Countersigned by /s/ROBERT D. LANG
PENSION AND WELFARE FUND
FIDUCIARY RESPONSIBILITY INSURANCE POLICY
To be attached to and form part of: THE PROCTER & GAMBLE COMPANY
Policy No: 68 FF 100827733 BCA
Issued to: THE PROCTER & GAMBLE COMPANY
It is agreed that:
1. Section IV OTHER DEFINITIONS (3)(a) is amended by adding the following,
"except for civil penalties resulting from Section 502(l) of the Employee
Retirement Income Security Act of 1974."
2. This extension of coverage shall be a part of and not in addition to the
"Annual Aggregate Limit of Liability" available for settlement or
adjudication of such claim. Payment under this endorsement is limited to 20%
of the settlement or adjudicated amount and shall not, in the aggregate,
exceed 20% of the "Annual Aggregate Limit of Liability."
3. Nothing contained herein shall vary, alter, or extend any of the terms,
conditions, and limitations of the Policy except as stated above.
This endorsement forms a part of the policy to which attached, effective on the
inception date of the policy unless otherwise stated herein.
Endorsement No.
Policy No.
---------------------------------------------------------------------------
Complete Only When This Endorsement Is Not Prepared With The Policy Or Is Not To
Be Effective With The Policy.
Issued to (Designated Trust or Plan)
Effective Date of This endorsement
AETNA CASUALTY AND SURETY COMPANY
By /s/ROBERT D. LANG
Authorized Representative
---------------------------------------------------------------------------
SECTION 502(l) ENDORSEMENT
For use with Aetna C & S Fiduciary
Responsibility Insurance Policy.
RENEWAL CERTIFICATE XX The Aetna Casualty and Surety Company
FIDUCIARY RESPONSIBILITY Hartford, Connecticut 06156
INSURANCE POLICY F-1191
The Standard Fire Insurance Company
Hartford, Connecticut 06156
DESIGNATED TRUST OR PLAN POLICY NUMBER
THE PROCTER & GAMBLE COMPANY PROFIT 68 FF 100827733 BCA
SHARING TRUST; etal POLICY PERIOD
FROM JUNE 30, 1994 TO JUNE 30, 1995
RENEWAL PREMIUM
$139,100.00
--------------
PREMIUM PAYABLE
CURRENT EACH ANNIVERSARY
$139,100.00 $N/A
In consideration of the stated renewal premium, the policy is renewed for the
Policy Period indicated.
The premium for this policy has been paid by the Designated Trust or Plan.
The Company has the right of recourse pursuant to Condition (10). Endorsement
(F-1280) is attached to eliminate recourse.
Premium for elimination of recourse: $N/A (included in stated renewal premium)
Payable In Advance Each Installment
Endorsements made a part of this policy at renewal (Designated by Endorsement
Number)
/s/RONALD E. COMPTON
Chairman and President Countersigned by: /s/ROBERT D. LANG
RENEWAL CERTIFICATE XX The Aetna Casualty and Surety Company
FIDUCIARY RESPONSIBILITY Hartford, Connecticut 06156
INSURANCE POLICY F-1191 The Standard Fire Insurance Company
Hartford, Connecticut 06156
DESIGNATED TRUST OR PLAN POLICY NUMBER
THE PROCTER & GAMBLE COMPANY PROFIT 068 FF 100827733 BCA
SHARING TRUST; etal POLICY PERIOD
FROM 6/30/95 TO 6/30/96
RENEWAL PREMIUM
$145,000.00
--------------
PREMIUM PAYABLE
CURRENT EACH ANNIVERSARY
$145,000.00 $N/A
In consideration of the stated renewal premium, the policy is renewed for the
Policy Period indicated.
The premium for this policy has been paid by the Designated Trust or Plan.
The Company has the right of recourse pursuant to Condition (10). Endorsement
(F-1280) is attached to eliminate recourse.
Premium for elimination of recourse: $N/A (included in stated renewal premium)
Payable In Advance Each Installment
Endorsements made a part of this policy at renewal (Designated by Endorsement
Number)
F-1197
/s/RONALD E. COMPTON
Chairman and President Countersigned by: /s/ROBERT D. LANG
It is agreed that as of the effective date hereof the policy is amended or
cancelled as indicated by X.
X CHANGE ENDORSEMENT
(Do not use this form to change Policy Effective/Expiry Dates or Policy Number.)
1. Name of Designated Trust or Plan from ____________________________________
to _______________________________________________________________________
2. Mailing Address __________________________________________________________
3. X Insurance Representative - Name is hereby changed to: H. L. Maxson
4. Add designated Trust or Plan _____________________________________________
5. Add Designated Fiduciary _________________________________________________
Delete Designated Fiduciary ______________________________________________
6. Other ____________________________________________________________________
MIDTERM CANCELLATION NOTICE
7. Cancellation by Insured, effective _______________________________________
8. You are hereby notified that this Company elects to cancel this policy,
effective _______________________________________________ , in accordance
with the terms of said policy.
This endorsement, issued by one of the below named companies, forms a part of
the policy to which attached.
Endorsement effective 6/30/95 Premium for elimination Document Premium
of recourse
(if applicable)
Designated Trust or Plan
The Procter & Gamble Company In Adv. $ In Adv. $
Profit Sharing Trust, et al 1st Anniv. $ 1st Anniv. $
2nd Anniv. $ 2nd Anniv. $
Total Document Premium $
Policy No. 068 FF 100827733 BCA Additional Premium Return Premium
Endorsement No.
THE AETNA CASUALTY AND SURETY COMPANY Countersigned by /s/ROBERT D. LANG
THE STANDARD FIRE INSURANCE COMPANY (Authorized Representative)
Hartford, Connecticut 06156
PENSION AND WELFARE FUND
FIDUCIARY RESPONSIBILITY INSURANCE POLICY
To be attached to and form part of Policy No. 68 FF 100827733 BCA
Issued to THE PROCTER & GAMBLE COMPANY PROFIT SHARING TRUST
(See Edns. F-1282)
It is agred that:
1) Section IV Other Definitions (3)(a) is amended:
(a) by deleting the period at the nd thereof, and
(b) by adding the following:
"except civil penalties imposed under Section 501(i) of the
Employee Retirement Income Security Act of 1974."
2) This extension of coverage shall be part of and not in addition to the
"Annual Aggregate Limit of Liability" available for settlement or
adjudication of such claim. Payment under this endorsement is limited to
5% civil penalties imposed upon an Insured as a fiduciary under Section 501
(i) of the Employee Retirement Income Security Act of 1974, or its
amendments, for inadvertent violation of Section 406 of the Act.
3) Nothing contained herein shall vary, alter, or extend any of the terms,
conditions, and limitations of the Policy except as stated above.
This endorsement forms part of the policy to which it is attached effective
as of 12:01 a.m. on June 30, 1996.
Policy No. 68 FF 100827733 BCA
THE AETNA CASUALTY AND SURETY COMPANY
By: /s/Judith M. Kera
(Authorized Representative)
Judith M. Kern, Attorney-in-Fact
SECTION 502(i) ENDORSEMENT
For use with Aetna C & S Fiduciary Responsibility Insurance Policy
CHANGE ENDORSEMENT OR MIDTERM CANCELLATION NOTICE
Agency/Broker - Code 2450 Name: W.P. Dolle, Inc. Comm. 100
Transaction E
Stat Plan 99
Territory Rate 000
Policy Eff. Date 6/30/96
Policy Expriry Date 6/30/97
Trans. Date 6/30/96
Date Typed/By 7/22/96 J
Dollar Amount $20,000,000.00
It is agreed that as of the effective date heeof the policy is amended or
cancelled as indicated by X.
X CHANGE ENDORSEMENT
(Do not use this form to change Policy Effective/Expiry Dates or Policy Number.)
1. Name of Designated Trust or Plan from ____________________________________
to _______________________________________________________________________
2. Mailing Address __________________________________________________________
3. Insurance Representative - Name __________________________________________
4. Add designated Trust or Plan _____________________________________________
5. Add Designated Fiduciary _________________________________________________
Delete Designated Fiduciary ______________________________________________
6. X Other Adding Endorsement F-2223 Section 501(i) Endorsement
MIDTERM CANCELLATION NOTICE
7. Cancellation by Insured, effective _______________________________________
8. You are hereby notified that this Company elects to cancel this policy,
effective _______________________________________________ , in accordance
with the terms of said policy.
This endorsement, issued by one of the below named companies, forms a part of
the policy to which attached.
Endorsement effective 6/30/96 Premium for elimination Document Premium
of recourse
(if applicable)
Designated Trust or Plan
The Procter & Gamble Company In Adv. $ In Adv. $
Profit Sharing Trust, et al 1st Anniv. $ 1st Anniv. $
(See Endorsement F-1282) 2nd Anniv. $ 2nd Anniv. $
Total Document Premium $
Policy No. 068 FF 100827733 BCA Additional Premium Return Premium
Endorsement No.
THE AETNA CASUALTY AND SURETY COMPANY Countersigned by /s/ROBERT D. LANG
THE STANDARD FIRE INSURANCE COMPANY (Authorized Representative)
Hartford, Connecticut 06156
RENEWAL CERTIFICATE XX The Aetna Casualty and Surety Company
FIDUCIARY RESPONSIBILITY Hartford, Connecticut 06156
INSURANCE POLICY F-1191 The Standard Fire Insurance Company
Hartford, Connecticut 06156
DESIGNATED TRUST OR PLAN POLICY NUMBER
THE PROCTER & GAMBLE COMPANY PROFIT 068 FF 100827733 BCA
SHARING TRUST (See Endorsement F-1282) POLICY PERIOD
FROM 6/30/96 TO 6/30/97
RENEWAL PREMIUM
$145,000.00
--------------
PREMIUM PAYABLE
CURRENT EACH ANNIVERSARY
$145,000.00 $N/A
In consideration of the stated renewal premium, the policy is renewed for the
Policy Period indicated.
The premium for this policy has been paid by the Designated Trust or Plan.
The Company has the right of recourse pursuant to Condition (10). Endorsement
(F-1280) is attached to eliminate recourse.
Premium for elimination of recourse: $N/A (included in stated renewal premium)
Payable In Advance Each Installment
Endorsements made a part of this policy at renewal (Designated by Endorsement
Number)
F-1197-B
/s/RONALD E. COMPTON
Chairman and President Countersigned by: /s/ROBERT D. LANG
TRAVELERS Property Casualty One Tower Square Joseph P. Kiernan
A Member of Travelers Group Hartford, CT 06813-9062 Executive Vie President,
Bond
Dear Customer:
In April 1996 the property casualty business of The Travelers Indemity Company
and The Aetna Casualty and Surety Company and their property casualty affiliates
came together under the Travelers umbrealla. Effective July 1, 1997, we are
changing the name of various property casualty affiiates. This change, which
affects your bond, is being made to strengthen the identification of these
companies as member sof Travelers Property Casualty.
Below the cut line is a rider to amend your bond. Please attach the rider to
your bond and send a copy of this rider to the obligee(s) on the bond. This
name change has no affect on the premium for your bond and does not change the
coverage provided under your bond.
We are in the process of updating our systems to reflect the changes in company
names. In the meantime, you may notice that the former company name will
display on some bills and other documents. Until this process is completed, the
chart below can be used to determine the new company name should any document
display a name on the "Former Name" list.
If you have any questions, please contact your agent or insurance
representative.
Sincerely,
/s/Joseph P. Kiernan
-------------------------------------------------------------------------------
THIS ENDORSEMENT/RIDER CHANGES THE POLICY OR BOND.
PLEASE READ IT CAREFULLY.
INSURER/SURETY AMENDMENT ENDORSEMENT/RIDER
The name of your Insurer or Surety is changed from the former name to the new
name listed below:
FORMER NAME NEW NAME
----------- --------
The Aetna Casualty and Surety Company Travelers Casualty and Surety Company*
Aetna Casualty & Surety Company of Travelers Casualty and Surety Company
America of America*
Aetna Casualty & Surety Company of Travelers Casualty and Surety Company
of Illinois of Illinois**
COMPANY ADDRESS:
----------------
*One Tower Square **2500 Cabot Drive
Hartford, Connecticut 06183 Lisle, Illinois 60532
This name change endorsement/rider does not alter the coverage provided by this
policy or obnd and has not affect on the premium for this policy or bond. This
name change is effective on the renewal dat eof your bond.
PENSION AND WELFARE FUND
FIDUCIARY RESPONSIBILITY INSURANCE POLICY
ACQUIRED PLANS ENDORSEMENT - PLAN SIZE THRESHOLD
To be attached to and form a part of
Policy No: 68 FF 100827733
Issued to: The Procter & Gamble Company
It is agreed that:
1. Section III. DEFINITION OF INSURED subsection (5) is deleted in its
entirety and replaced by the following:
(5) Any other Trust or Employee Benefit Plan with assets less than
$250,000,000 of any firm hereafter acquired through consolidation,
merger or takeover by the sole sponsor or by any interes owned or
controlled by said sole sponsor provided written notice of such
acquisition is given at the next renewal.
2. Section III. DEFINITION OF INSURED is amended by adding the following:
(6) Any other Trust or Employee Benefit Plan with assets equal to or
greater than $250,000,000 of any firm hereafter acquired through
consolidation, merger or takeover by the sole sponsor or by any
interest owned or controlled by said sole sponsor provided:
(a) Written notice of such acquisition is given to the Company
within 90 days of the effective date of such acquisition, and
(b) The INSURED pays the Company an additional premiu computed
pro-rata from the date of such acquisition to the end of the
Policy Period, and
(c) That specific Application on the Company's form in use at
the time of acquisition is made to the Company as soon as
practicable after the aforesaid notice is given.
3. Nothing contained herein shall vary, alter or extend the terms, conditions
and limitations of the policy except as stated above.
This endorsement forms a part of the policy to which it is attached, effective
on the inception of the policy unless otherwise stated herein.
-------------------------------------------------------------------------------
Complete Only When This Endorsement Is Not Prepared With The Policy Or Is To Be
Effective On A Date Other Than The Inception Of The Policy.
Issued to (Name of Designated Trust or Plan) The Procter & Gamble Company
Effective Date of this endorsement: 6/30/97
By: WAIVED
(Authorized Representative)
_______________________________________________________________________________
ACQUIRED PLANS ENDORSEMENT - PLAN SIZE THRESHOLD
TRAVELERS CASUALTY AND SURETY COMPANY
OF AMERICA
Hartford, Connecticut 06183
X TRAVELERS CASUALTY AND SURETY COMPANY
Hartford, Connecticut 068183
It is agreed that as of the effective date hereof the policy is amended or
cancelled as indicated by X.
X CHANGE ENDORSEMENT
(Do not use this form to change Policy Effective/Expiry Dates or Policy Number.)
1. Name of Designated Trust or Plan from ____________________________________
to _______________________________________________________________________
2. Mailing Address __________________________________________________________
3. Insurance Representative - Name __________________________________________
4. Add designated Trust or Plan _____________________________________________
5. Add Designated Fiduciary _________________________________________________
Delete Designated Fiduciary ______________________________________________
6. X Other It is hereby understood and agreed endorsement F-2569 (5/95) is
added to the policy.
MIDTERM CANCELLATION NOTICE
7. Cancellation by Insured, effective _______________________________________
8. You are hereby notified that this Company elects to cancel this policy,
effective _______________________________________________ , in accordance
with the terms of said policy.
This endorsement, issued by one of the below named companies, forms a part of
the policy to which attached.
Endorsement effective 6/30/97 Premium for elimination Document Premium
of recourse
(if applicable)
Designated Trust or Plan
The Procter & Gamble Company In Adv. NIL In Adv. NIL
1st Anniv. NIL 1st Anniv. NIL
2nd Anniv. NIL 2nd Anniv. NIL
Total Document Premium NIL
Policy No. 68FF100827733 Additional Premium Return Premium
Accepted by: Signature Waived
---------------------------------
(Insurance Representative)
N/A
------------------------------- -----------------------------------
Countersigned by (if required) Authorized Company Representative
RENEWAL CERTIFICATE
FIDUCIARY RESPONSIBILITY
INSURANCE POLICY F-1191
DESIGNATED TRUST OR PLAN POLICY NUMBER
THE PROCTER & GAMBLE COMPANY PROFIT 68FF100827733 BCA
SHARING TRUST (See Endorsement F-1282) POLICY PERIOD
FROM 6/30/97 TO 6/30/98
RENEWAL PREMIUM
$145,000.00
--------------
PREMIUM PAYABLE
CURRENT EACH ANNIVERSARY
$145,000.00 $N/A
In consideration of the stated renewal premium, the policy is renewed for the
Policy Period indicated.
The premium for this policy has been paid by the Designated Trust or Plan.
The Company has the right of recourse pursuant to Condition (10).
Endorsement (F-1280) is attached to eliminate recourse.
Premium for elimination of recourse: $N/A (included in stated renewal premium)
Payable In Advance Each Installment
Endorsements made a part of this policy at renewal (Designated by Endorsement
Number)
/s/RONALD E. COMPTON
Chairman and President Countersigned by: /s/ROBERT D. LANG
TRAVELERS PROPERTY CASUALTY FIDUCIARY RESPONSIBILITY
A Member of Travelrs Group INSURANE POLICY F-1191
RENEWAL CERTIFICATE
X TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA
TRAVELRS CASUALTY AND SURETY COMPANY
Hartford, Connecticut 06813-9062
TRAVELERS CASUALTY AND SURETY COMPANY OF ILLINOIS
Naperville, Illinois 60563-8458
DESIGNATED TRUST OR PLAN POLICY NUMBER
THE PROCTER & GAMBLE COMPANY PROFIT 068 FF 100827733 BMC
SHARING TRUST (See Endorsement F-1282) POLICY PERIOD
FROM 6/30/98 TO 6/30/99
RENEWAL PREMIUM
$138,439.00
--------------
PREMIUM PAYABLE
CURRENT EACH ANNIVERSARY
$138,439.00 $N/A
In consideration of the stated renewal premium, the policy is renewed for the
Policy Period indicated.
The premium for this policy has been paid by the Designated Trust or Plan.
The Company has the right of recourse pursuant to Condition (10). Endorsement
(F-1280) is attached to eliminate recourse.
Premium for elimination of recourse: $N/A (included in stated renewal premium)
Payable In Advance Each Installment
Endorsements made a part of this policy at renewal (Designated by Endorsement
Number)
------------------------------------- --------------------------------------
Countersigned by: Authorized Company Representative
--------------
Fiduciary Responsibility Insurance Policy
PENSION AND WELFARE FUND FIDUCIARY RESPONSIBILITY
INSURANCE POLICY
THIS IS A CLAIMS MADE POLICY
IN CONSIDERATION of the payment of the premium stated in the Declarations and
subject to all of the terms, conditions, and limitations of this Policy, the
Company agrees as follows:
I. INSURING AGREEMENT.
The Company will pay on behalf of the INSURED all sums which the INSURED
shall become legally obligated to pay as DAMAGES on account of any claim
made against the INSURED for any WRONGFUL ACT and the Company shall have the
right and duty to defend such claim against the INSURED seeking such
DAMAGES, even if any of the allegations of the claim are groundless, false
or fraudulent, and may make such investigation and settlement of any claim
as it deems expedient, but the Company shall not be obligated to pay any
claim or judgment or to defend any suit after the applicable limit of the
Company's liability has been exhausted by payment of judgments or
settlements.
II. EXCLUSIONS.
This insurance does not apply to any claim:
(1) Arising out of any dishonest, fraudulent or criminal act, or willful or
reckless violation of any statute, but this exclusion does not apply to a
claim upon which suit may be brought by reason of any alleged dishonesty on
the part of the INSURED, unless:
(a) A judgment or other final adjudication thereof adverse to the
INSURED shall establish that acts of active deliberate dishonesty
committed by the INSURED was material to the cause of action so
adjudicated or
(b) The claim is a claim by or on behalf of a fidelity insurer against a
natural person whose dishonesty has resulted in a loss which has been
paid under a fidelity bond.
(2) Arising out of libel or slander;
(3) Arising out of bodily injury, sickness, disease or death, or loss of,
injury to, destruction of, or loss of use of, any tangible property,
including loss of currency, coins, bank notes, bullion, travelers checks,
register checks, money orders, and all negotiable and non-negotiable
instruments or contracts representing money;
(4) Arising out of the INSURED'S failure to comply with any law concerning
Workers' Compensation, Unemployment Insurance, Social Security or Disability
Benefits, or any similar law;
(5) Arising out of the failure to procure or maintain adequate insurance or
bonds on assets or property of the Trust or Employee Benefit Plan designated
in the Declarations;
(6) Arising out of liability of others assumed by the INSURED under any
contract or agreement, either oral or written, except in accordance with the
Agreement and Declaration of Trust;
(7) Arising out of the INSURED gaining in fact any personal profit or
advantage to which such INSURED was not legally entitled or for the return
by the INSURED of any remuneration paid in fact to such INSURED if payment
of such remuneration shall be held by the courts to have been in violation
of law;
(8) For the failure to collect contributions owed to the Trust or Employee
Benefit Plan described in the Declarations from employers unless such
failure is due to the negligence of the INSURED or for the return of any
contributions to an employer if such amounts are or could be chargeable to
the Trust or Employee Benefit Plan, but this exclusion shall not apply to
the Company's obligation to defend such claim nor pay the costs and expenses
thereof.
III. DEFINITION OF INSURED.
Each of the following is an INSURED to the extent set forth below:
(1) The Trust or Employee Benefit Plan designated in the Declarations and
any additional Trust or Employee Benefit Plan created during the policy
period by the sole sponsor referred to in Item (2) below, or by any interest
owned or controlled by said sole sponsor, provided written notice of such is
given to the Company within 90 days.
(2) An employer who is the sole sponsor of such Trust or Employee Benefit
Plan.
(3) Any natural person who at any time holds or shall have held the position
of:
(a) Trustee of such Trust or Employee Benefit Plan.
(b) Director, officer or employee of such Trust or Employee Benefit Plan
or of such sole sponsor employer.
(4) Any other person or organization designated in the Declarations as a
Fiduciary.
(5) Any other Trust or Employee Benefit Plan of any firm hereafter acquired
through consolidation, merger or takeover by the sole sponsor or by any
interest owned or controlled by said sole sponsor, provided:
(a) Written notice of such acquisition is given to the Company within 90
days of the effective date of such acquisition, and
(b) The INSURED pays the Company an additional premium computed pro-rata
from the date of such acquisition to the end of the Policy Period, and
(c) That specific Application on the Company's form in use at the time
of acquisition is made to the Company as soon as practicable after the
aforesaid notice is given.
The insurance applies separately to each INSURED against whom claim is made
or suit is brought except with respect to the application of the limits of
liability, and it shall also apply to the estates, heirs and personal
representatives of persons INSURED hereunder.
IV. OTHER DEFINITIONS.
(1) "WRONGFUL ACT" means a breach of fiduciary duty by the INSURED in the
discharge of duties as respects the Trust or Employee Benefit Plan
designated in the Declarations; the term includes any negligent act, error
or omission of the INSURED in the "ADMINISTRATION" of "EMPLOYEE BENEFITS".
"ADMINISTRATION" as used herein shall mean:
(a) Giving counsel to employees with respect to EMPLOYEE BENEFITS;
(b) Interpreting EMPLOYEE BENEFITS;
(c) Handling records in connection with EMPLOYEE BENEFITS;
(d) Effecting enrollment, termination or cancellation of employees under
an EMPLOYEE BENEFITS program.
"EMPLOYEE BENEFITS" as used herein shall mean the Trust or Employee Benefit
Plan designated in the Declarations, Workers' Compensation Insurance,
Unemployment Insurance, Social Security or Disability Benefits.
(2) "INSURANCE REPRESENTATIVE" means the person designated in the
Declarations as the exclusive agent to act on behalf of the INSUREDS,
individually or collectively, in all matters relating to insurance under
this policy.
(3) "DAMAGES" shall mean sums of money payable as compensation for loss or
in discharge of an obligation of an INSURED to make good a shortage in the
INSURED Trust or Employee Benefit Plan. The word "DAMAGES" shall not
include:
(a) Fines, penalties, taxes or punitive or exemplary damage.
(b) Benefits due or to become due under the terms of the Trust or Plan,
unless and to the extent that recovery for such benefits is based upon a
WRONGFUL ACT and is payable as a personal obligation of an INSURED.
V. POLICY PERIOD: TERRITORY.
This insurance applies only to claims first made during the policy period
described in the Declarations within the United States of America, its
territories or possessions or Canada; provided the INSURED at the effective
date of this insurance had no knowledge of or could not have reasonably
foreseen any circumstances which might result in such claim.
VI. LIMITS OF LIABILITY.
Regardless of the number of persons or organizations bringing claims or
suits against the INSURED and regardless of the number of persons or
organizations INSURED hereunder, the total limit of the Company's liability
to pay DAMAGES because of all claims made against the INSURED during any
single policy year shall not exceed the amount shown in the Declarations as
"Annual Aggregate Limit of Liability", regardless of time of payment.
If the policy period described in the Declarations is for a term of more
than one year, said "Annual Aggregate Limit of Liability" shall apply
separately to each consecutive annual period.
VII. CLAIMS MADE EXTENSION CLAUSE.
If, during the policy period hereof, the INSURED shall first become aware of
any WRONGFUL ACT which may subsequently give rise to a claim against any
INSURED and shall during the policy period hereof give written notice to the
Company of such WRONGFUL ACT, then any such claim which is subsequently made
against the INSURED arising out of such WRONGFUL ACT shall for the purposes
of this policy be deemed to have been first made against the INSURED during
the policy period.
VIII. SUPPLEMENTARY PAYMENTS.
The Company will pay in addition to the limits of liability shown in the
Declarations all costs, charges and expenses incurred by the Company in the
investigation, settlement, defense and negotiation of any claim coming
within the terms of this insurance, but, in the event of any judgment in
excess of the amount of the aggregate limit available under this policy, the
Company's liability for the costs and expenses incurred by it or with its
consent shall be such proportion thereof as the amount of the aggregate
limit available under this policy bears to the amount paid to dispose of the
claim. In no event shall the Company be obligated to pay any claim or
judgment or to defend or continue the defense of any suit after the
aggregate limit of the Company's liability has been exhausted by payment of
judgments or settlements.
The Company will pay in addition to the Limits of Liability shown in the
Declarations reasonable expenses incurred by the INSURED at the Company's
request.
IX. CONSENT TO SETTLE.
The Company may, with the written consent of the INSURED, make such
settlement or such compromise of any claim or suit as the Company deems
expedient, and if the INSURED shall refuse to consent to the settlement of
any claim or suit recommended by the Company, based upon a judgment or a
bonafide offer of settlement, the INSURED shall thereafter negotiate or
defend such claim or suit independently of the Company and on said INSURED'S
own behalf, and in such event the DAMAGES and expenses accruing or
determined through litigation or otherwise in excess of the amount for which
settlement could have been made as so recommended by the Company shall not
be recoverable under this policy.
X. EXTENSION CLAUSE.
It is agreed that at any time prior to termination or cancellation of this
policy as an entirety, whether by the INSURED or by the Company, the INSURED
may give to the Company notice that it desires to be INSURED for an
additional period of twelve (12) months after the effective date of
termination or cancellation, at an additional premium of 25% of the premium
hereunder, for claims made against the INSURED during the said twelve (12)
month period by reason of a WRONGFUL ACT committed or alleged to have been
committed prior to the effective date of termination or cancellation and
which would be otherwise INSURED by this policy, subject to the following
provisions:
(a) Such additional period shall be deemed part of the policy period and
not an addition thereto;
(b) Such additional period of time shall terminate forthwith on the
effective date of any other insurance obtained by the INSURED or its
successors in business, replacing in whole or in part the insurance
afforded by this policy. Where such other policy provides no coverage
for loss sustained prior to its effective date, it shall not be deemed
to be a replacement of this policy.
If the policy period described in the Declarations is for a term of more
than one year, the maximum premium for this extension shall be 25% of the
equivalent annual premium.
XI. CONDITIONS.
(1) INSUREDS DUTIES IN THE EVENT OF OCCURRENCE, CLAIM OR SUIT.
It is a condition precedent to the application of all insurance afforded
herein that:
(a) In the event the INSURED shall first become aware of any claim or
allegation of a WRONGFUL ACT, or any occurrence which might reasonably
give rise to such claim or allegation of a WRONGFUL ACT, written notice
containing particulars sufficient to identify the INSURED and any
claimant and also reasonably obtainable information with respect to the
time, place and circumstances thereof, and the names and addresses of
the injured parties and of available witnesses, shall be given by or for
the INSURED to the Company or any of its authorized agents as soon as
practicable;
(b) If claim is made or suit is brought against an INSURED, the INSURED
or INSURANCE REPRESENTATIVE shall immediately forward to the Company
every demand, notice, summons or other process received;
(c) The INSURED shall cooperate with the Company and, upon the Company's
request, assist in making settlements, in the conduct of suits and in
enforcing any right of contribution or indemnity against any person or
organization who may be liable to the INSURED because of an act with
respect to which insurance is afforded under this policy; and the
INSURED shall attend hearings and trials and assist in securing and
giving evidence and obtaining the attendance of witnesses. The INSURED
shall not voluntarily assume or admit any liability, nor, except at said
INSURED'S own cost, voluntarily make any payment, assume any obligations
or incur any expense without the Company's prior written consent.
(2) ACTION AGAINST THE COMPANY.
No action shall lie against the Company unless, as a condition precedent
thereto, there shall have been full compliance with all of the terms of this
policy, nor until the amount of the INSURED'S obligation to pay shall have
been finally determined either by judgment against the INSURED after actual
trial or by written agreement of the INSURED, the claimant and the Company.
Any person or organization or the legal representative thereof who has
secured such judgment or written agreement shall thereafter be entitled to
recover under this policy to the extent of the insurance afforded by this
policy. No person or organization shall have any right under this policy to
join the Company as a party to any action against the INSURED to determine
the INSURED'S liability nor shall the Company be impleaded by the INSURED or
said INSURED'S legal representative. Bankruptcy or insolvency of the INSURED
or of the INSURED'S estate shall not relieve the Company of any of its
obligations hereunder.
(3) OTHER INSURANCE.
This insurance shall apply only as excess insurance over any other valid and
collectible insurance available to the INSURED.
(4) SUBROGATION.
In the event of any payment under this policy, the Company shall be
subrogated to all the INSURED'S rights of recovery therefor against any
person or organization and the INSURED shall execute and deliver instruments
and papers and do whatever else is necessary to secure such rights. The
INSURED shall do nothing after loss to prejudice such rights.
(5) CHANGES.
Notice to any agent or knowledge possessed by any agent or by any other
person shall not effect a waiver or a change in any part of this policy or
estop the Company from asserting any right under the terms of this policy,
nor shall the terms of this policy be waived or changed, except by
endorsement issued to form a part of this policy.
(6) ASSIGNMENT.
Assignment of interest under this policy shall not bind the Company until
its consent is endorsed hereon; if, however, the INSURED shall become
incompetent or die, such insurance as is afforded by this policy shall apply
to the INSURED'S legal representative as an INSURED, but only while acting
within the scope of said INSURED'S duties as such.
(7) CANCELLATION.
This policy may be cancelled on behalf of the INSUREDS at any time by
written notice to the Company. This policy may also be cancelled on behalf
of the Company by mailing to the INSURANCE REPRESENTATIVE at the address of
the Trust or Plan shown in the Declarations, written notice stating when,
not less than thirty (30) days thereafter, the cancellation shall become
effective. The mailing of such notice shall be sufficient proof of notice,
and this policy shall terminate at the date and hour specified in such
notice.
If this policy shall be cancelled by the INSUREDS the Company shall retain
the customary short rate proportion of the premium hereon.
If this policy shall be cancelled by or on behalf of the Company, the
Company shall retain the pro-rata proportion of the premium hereon. Payment
or tender of any unearned premium by the Company shall not be a condition
precedent to the effectiveness of cancellation, but such payment shall be
made as soon as practicable.
(8) DECLARATIONS.
By acceptance of this policy, each INSURED agrees that the statements in the
Application attached to this policy are said INSURED'S agreements and
representations, that this policy is issued in reliance upon the truth of
such representations and that this policy embodies all agreements existing
between said INSURED and the Company or any of its agents relating to this
insurance.
(9) AUTHORIZATION.
By acceptance of this policy, the INSURANCE REPRESENTATIVE agrees to act on
behalf of all INSUREDS with respect to the payment of premiums and the
receiving of any return premiums that may become due under this policy, and
the receiving of all notices of cancellation, non-renewal or change of
coverages and the INSUREDS agree that they have, individually and
collectively, delegated this authority exclusively to the INSURANCE
REPRESENTATIVE. Nothing herein shall relieve each INSURED from giving any
notice to the Company that is required under Condition (1) of the policy.
(10) RECOURSE.
In the event that an INSURED breaches any fiduciary obligation imposed by
the Employee Retirement Income Security Act of 1974, as it may be amended
from time to time, it is agreed that the Company has the right of recourse
against any such INSURED for any amount paid by the Company on account of
such a breach of fiduciary obligation, but the Company shall have no such
right of recourse if this policy has been purchased by an Employer or by an
Employee organization.
(11) LIBERALIZATION CLAUSE.
If during the period that insurance is in force under this policy, or within
45 days prior to the inception date thereof, on behalf of the Company there
be adopted, or filed with and approved or accepted by the insurance
supervisory authorities, all in conformity with law, any changes in the form
attached to this policy by which this form of insurance could be extended or
broadened without increased premium charge by endorsement or substitution of
form, then such extended or broadened insurance shall inure to the benefit
of the INSURED hereunder as though such endorsement or substitution of form
had been made.
IN WITNESS WHEREOF, the Company has caused this policy to be signed by its
President and a Secretary at Hartford, Connecticut, and countersigned on the
Declarations page by a duly authorized agent of the Company.
/s/LOUISE L. MCCORMICK /s/RONALD E. COMPTON
Secretary President
PENSION AND WELFARE FUND
FIDUCIARY RESPONSIBILITY INSURANCE POLICY
OMNIBUS NAME OF DESIGNATED TRUST OR PLAN ENDORSEMENT
(To be attached to and form part of Pension and Welfare Fund
Fiduciary Responsibility Insurance Policy)
It is agreed that:
1. From and after the time this endorsement becomes effective, the Name of
Designated Trust or Plan referred to in Item 1. of the Declarations is:
Any Employee Benefit Plan sponsored by the employer listed in Item 2.,
below, or jointly-sponsored by said employer and a labor organization, for
the exclusive benefit of the employees of said employer; subject, however,
to the notice requirement set forth in Section III (5) DEFINITION OF
INSURED.
2. Name of employer: The Procter & Gamble Company
This endorsement, issued by one of the below named companies, forms a part of
the policy to which attached, effective on the inception date of the policy
unless otherwise stated herein.
(The information below is required only when this endorsement is issued
subsequent to preparation of the policy.)
Endorsement effective 6-30-93 Policy No. 68 FF 100827733 BCA Endorsement No.
Name of Designated Trust or Plan
The Procter & Gamble Company Profit Sharing Trust; etal
Countersigned by /s/ROBERT D. LANG
(Authorized Representative)
The Aetna Casualty and Surety Company
The Standard Fire Insurance Company
Hartford, Connecticut 06156
PENSION AND WELFARE FUND
FIDUCIARY RESPONSIBILITY INSURANCE POLICY
CONTINUITY OF COVERAGE ENDORSEMENT
It is agreed that the policy is amended as follows:
1. By deleting Section V. POLICY PERIOD: TERRITORY. and substituting in lieu
thereof the following:
V. POLICY PERIOD: TERRITORY.
This insurance applies only to claims first made during the policy period
described in the Declarations within the United States of America, its
territories or possessions or Canada; provided the INSURED at the effective
date of this insurance, or at the time the INSURED first purchased PRIOR
SIMILAR COVERAGE, had no knowledge of or could not have reasonably foreseen
any circumstances which might result in such claim; but this insurance shall
not apply to claims arising out of any WRONGFUL ACT of which the INSURED
became aware while such PRIOR SIMILAR COVERAGE was in effect and which was
reported to the company which provided such PRIOR SIMILAR COVERAGE.
2. By adding to Section IV. OTHER DEFINITIONS. the following new definition:
(4) "PRIOR SIMILAR COVERAGE" shall mean insurance which provides in whole or
in part the insurance afforded by this policy which the INSURED has
maintained on an uninterrupted basis until the effective date of this
policy.
This endorsement forms a part of the policy to which attached, effective on the
inception date of the policy unless otherwise stated herein.
(The information below is required only when this endorsement is issued
subsequent to preparation of the policy.)
Endorsement effective 6-30-93 Policy No. 66 FF 100827733 BCA Endorsement No.
Name of Designated Trust or Plan
The Procter & Gamble Company Profit Sharing Trust; etal
The Aetna Casualty and Surety Company
Hartford, Connecticut 06156
Countersigned by /s/ROBERT D. LANG
(Authorized Representative)
PENSION AND WELFARE FUND
FIDUCIARY RESPONSIBILITY INSURANCE POLICY
ENDORSEMENT FR-1
It is agreed that the policy is amended as follows:
1. By deleting paragraph (1) of Section II. EXCLUSIONS and substituting the
following therefor:
(1) Arising out of any dishonest, fraudulent or criminal act, or willful
violation of any statute, but this exclusion does not apply to a claim upon
which suit may be brought by reason of any alleged dishonesty on the part of
the INSURED, unless:
2. By deleting Section X. EXTENSION CLAUSE in its entirety and substituting the
following therefor:
X. EXTENSION CLAUSE.
It is agreed that if the Company terminates or refuses to renew this policy,
the INSURED may give to the Company notice that it desires to be INSURED for
an additional period of twelve (12) months after the effective date of
termination or nonrenewal, provided that written notice of its desire to be
INSURED for said additional period is given to the Company prior to the
effective date of termination or nonrenewal of the policy by the Company or
within 10 days following the effective date of termination or nonrenewal.
If the INSURED terminates this policy or declines to accept renewal, the
INSURED may give to the Company notice that it desires to be INSURED for an
additional period of twelve (12) months after the effective date of
termination or nonrenewal, provided that written notice of its desire to be
INSURED for said additional period is given to the Company prior to the
effective date of termination or nonrenewal.
The Company, at its sole option, may grant further extension periods beyond
the twelve (12) months provided for herein.
The insurance afforded during any extension period or periods shall apply
only to claims made against the INSURED during the said extension period or
periods by reason of a WRONGFUL ACT committed or alleged to have been
committed prior to the effective date of termination or nonrenewal and which
would be otherwise INSURED by this policy, subject to the following
provisions:
(a) Such additional period shall be deemed part of the policy period and
not an addition thereto;
(b) Such additional period of time shall terminate forthwith on the
effective date of any other insurance obtained by the INSURED or its
successors in business, replacing in whole or in part the insurance
afforded by this policy. Where such other policy provides no coverage
for loss sustained prior to its effective date, it shall not be deemed
to be a replacement of this policy.
The INSURED shall pay to the Company an additional premium of 25% of the
equivalent annual premium hereunder for each 12 month period of extension.
3. By deleting subsection (1)(a) of Section XI. CONDITIONS and substituting the
following therefor:
(a) In the event the INSURED shall first become aware of any claim or
allegation of a WRONGFUL ACT, written notice of such claim or allegation
shall be given by or for the INSURED to the Company or any of its
authorized agents as soon as practicable and the INSURED shall give the
Company such information concerning such claim or allegation as the
Company shall reasonably require.
This endorsement forms a part of the policy to which attached, effective on the
inception date of the policy unless otherwise stated herein.
(The information below is required only when this endorsement is issued
subsequent to preparation of the policy.)
Endorsement effective 6-30-93 Policy No. 68 FF 100827733 BCA
Name of Designated Trust or Plan
The Procter & Gamble Company Profit Sharing Trust; etal
Countersigned by /s/ROBERT D. LANG
(Authorized Representative)
PENSION AND WELFARE FUND
FIDUCIARY RESPONSIBILITY INSURANCE POLICY
ENDORSEMENT FR-2
It is agreed that the policy is amended as follows:
Section I. INSURING AGREEMENT is deleted in its entirety and the following is
substituted therefor:
I. INSURING AGREEMENT.
The Company will pay on behalf of the INSURED all sums which the INSURED shall
become legally obligated to pay as DAMAGES on account of any claim made against
the INSURED for any WRONGFUL ACT committed or alleged to have been committed by
the INSURED or by any natural person for whose WRONGFUL ACT the INSURED is
legally liable.
The Company shall have the right and duty to defend the INSURED in any claim
seeking pecuniary or nonpecuniary relief for a WRONGFUL ACT even if the
allegations of the claim are groundless, false or fraudulent, and may make such
investigation and settlement of any claim as it deems expedient, or may, at its
sole option, give its written consent to the defense by the INSURED of such
claim, but the Company shall not be obligated to pay any claim or judgment or to
defend any suit, nor pay for the defense of any suit being conducted by the
INSURED with the Company's written consent, after the applicable limit of the
Company's liability has been exhausted by payment of judgments or settlements.
This endorsement forms a part of the policy to which attached, effective on the
inception date of the policy unless otherwise stated herein.
(The information below is required only when this endorsement is issued
subsequent to preparation of the policy.)
Endorsement effective 6-30-93 Policy No. 68 FF 100827733 BCA
Name of Designated Trust or Plan
The Procter & Gamble Company Profit Sharing Trust; etal
Countersigned by /s/ROBERT D. LANG
(Authorized Representative)
PENSION AND WELFARE FUND FIDUCIARY RESPONSIBILITY INSURANCE POLICY
To be attached to and form part of Policy No. 68 FF 100827733 BCA
issued to The Procter & Gamble Company Profit Sharing Trust; et al
It is agreed that:
The attached policy is amended by adding an additional section thereto as
follows:
"XII DEDUCTIBLE AMOUNT
**Twenty Five Thousand and 00/100------ ($25,000.00) (hereinafter referred
to as Deductible Amount) shall be deducted from the amount of each claim
covered hereunder, including all expense incurred, and the Company shall
be liable only in excess of such Deductible Amount. Claims based on or
arising out of the same Wrongful Act or interrelated Wrongful Acts of
one or more of the INSUREDS shall be considered a single claim and only
one Deductible Amount shall be applied to each single claim.
Subject to Section IX, CONSENT TO SETTLE, of the attached policy, the
Company may pay any part or all of the Deductible Amount to effect
settlement of any claim or suit and upon notification of the action
taken, the INSURED shall promptly reimburse the Company for such part of
the Deductible Amount as has been paid by the Company.
**This Endorsement has been amended as follows:
The Deductible is to apply to defense costs only.
THE AETNA CASUALTY AND SURETY COMPANY
By: /s/ROBERT D. LANG
Authorized Representative
Accepted by:
-----------------------------
Insurance Representative
(Excess over an underlying amount)
ENDORSEMENT
To be attached to and form part of
Policy No. 68 FF 100827733 BCA
issued to The Procter & Gamble Company Profit Sharing Trust; etal
It is agreed that:
1. Section II of the attached policy, EXCLUSIONS, is amended by adding the
following exclusion:
(9) Arising out of plan terminations or restructures alleging impairment
of assets, or alleging wrongful distribution of plan assets.
This endorsement forms a part of the policy to which attached, effective on the
inception date of the policy unless otherwise stated herein.
(The information below is required only when this endorsement is issued
subsequent to preparation of the policy.)
Endorsement effective Policy No.
Name of DESIGNATED TRUST OR PLAN
Countersigned by /s/ROBERT D. LANG
(Authorized Representative)
Accepted by:
-------------------------------
Insurance Representative
TO EXCLUDE LOSS ALLEGING IMPAIRMENT
OR WRONGFUL DISTRIBUTION OF ASSETS
ENDORSEMENT
To be attached to and form part of Policy No. 68 FF 100827733 BCA
issued to The Procter & Gamble Company Profit Sharing Trust; etal
It is agreed that:
1. Section II of the attached policy, EXCLUSIONS, is amended by adding the
following exclusion:
(10) Based on, arising out of, directly or indirectly resulting from, in
consequence of, or in any way involving, actual or alleged seepage,
pollution or contamination of any kind.
This endorsement forms a part of the policy to which attached, effective on the
inception date of the policy unless otherwise stated herein.
(The information below is required only when this endorsement is issued
subsequent to preparation of the policy.)
Endorsement effective Policy No.
Name of DESIGNATED TRUST OR PLAN
Countersigned by /s/ROBERT D. LANG
(Authorized Representative)
Accepted by:
-------------------------------
Insurance Representative
POLLUTION EXCLUSION ENDORSEMENT
SPECIAL ENDORSEMENT #1
To be attached to and form part of Policy 68 FF 100827733 BCA
issued by The Aetna Casualty and Surety Company (hereinafter called Controlling
Company)
in favor of The Procter & Gamble Profit Sharing Trust; et al.
It is agreed that:
1. The term "Underwriter" as used in the attached policy shall be construed
to mean, unless otherwise specified in this rider, all the Companies executing
the attached policy.
2. Each of said Companies shall be liable for such proportion of any loss
under the attached policy as the amount underwritten by such Company as
specified in the Schedule forming a part hereof, bears to the Annual Aggregate
Limit of Liability of the attached policy.
3. Each of said Companies shall be liable for any payments made pursuant to
Section VIII, Supplementary Payments in proportion for which each Companies'
respective Limit of Liability bears to the Annual Aggregate Limit of the policy.
4. In the absence of a request from any of said Companies to pay premiums
directly to it, premiums for the attached policy may be paid to the Controlling
Company for the account of all of said Companies.
5. In the absence of a request from any of said Companies that notice of
claim and proof of loss be given to or filed directly with it, the giving of
such notice to and the filing of such proof with, the Controlling Company shall
be deemed to be in compliance with the conditions of the attached policy for the
giving of notice of loss and the filing of proof of loss, if given and filed in
accordance with said conditions.
6. The Controlling Company may give notice in accordance with the terms of
the attached policy, terminating or canceling the attached policy, and any
notice so given shall terminate or cancel the liability of all of said
Companies.
7. Any Company other than the Controlling Company may give notice in
accordance with the terms of the attached policy, terminating or canceling the
entire liability of such other Company under the attached policy.
8. In the absence of a request from any of said Companies that notice of
termination or cancellation by the INSURED of the attached policy in its
entirety be given to or filed directly with it, the giving of such notice in
accordance with the terms of the attached policy to the Controlling Company
shall terminate or cancel the liability of all of said Companies as an entirety.
The giving of notice for termination or cancellation in accordance with the
terms of the attached bond to any Companies shall terminate or cancel the
liability of the Controlling Company.
9. In the event of the termination or cancellation of the attached policy as
an entirety, no Company shall be liable to the INSURED for a greater proportion
of any return premium due the INSURED than the amount underwritten by such
Company bears to the Annual Aggregate Limit of Liability of the attached policy.
10. In the event of the termination or cancellation of the attached policy
as to any Company, such Company alone shall be liable to the INSURED for any
return premium due the INSURED on account of such termination or cancellation.
The termination or cancellation of the attached policy as to any Company other
than the Controlling Company shall not terminate, cancel or otherwise affect the
liability of the other Companies under the attached policy.
11. This rider shall become effective as of 12:01 a.m. on 6/30/93 standard
time.
Underwritten for the sum of $20,000,000 except as follows:
Controlling Company
By: The Aetna Casualty and Surety Company
Attest: /s/DANIEL A. WALLA
Underwritten for the sum of $10,000,000 except as follows:
By: Celtic Insurance Company
Attest:
Accepted:
INSURED
By: The Procter & Gamble Company; etal
Pension and Welfare Fund
Fiduciary Responsibility Insurance Declarations
1. Designated Trust or Plan Policy Number
The Procter & Gamble Company 68 FF 100827733 BCA
Profit Sharing Trust; etal
2. Mailing Address
One Procter & Gamble Plaza, Cincinnati, Ohio 45202
3. Policy Period
From 6/30/93 to 6/30/94 12:01 a.m. Standard Time at the Mailing Address
Stated in Item 2.
4. Annual Aggregate Limit of Liability
Aetna Casualty and Surety Company $20,000,000 part of $30,000,000
Celtic Insurance Company $10,000,000 part of $30,000,000
5. Insurance Representative 6. Premium for the
Gerald L. Leighton Policy Period $139,100
Premium Payable to
The Aetna Casualty and Surety Company
7. Endorsements made a part of the policy (Designated by Endorsement Number)
F-1282, F-1274, F-1401, F-1400, Deductible Endorsement, Impairment of Assets
Endorsement, Pollution Exclusion Endorsement, Special Endorsement #1
Countersigned by /s/ROBERT D. LANG
PENSION AND WELFARE FUND
FIDUCIARY RESPONSIBILITY INSURANCE POLICY
To be attached to and form part of: THE PROCTER & GAMBLE COMPANY
Policy No: 68 FF 100827733 BCA
Issued to: THE PROCTER & GAMBLE COMPANY
It is agreed that:
1. Section IV OTHER DEFINITIONS (3)(a) is amended by adding the following,
"except for civil penalties resulting from Section 502(l) of the Employee
Retirement Income Security Act of 1974."
2. This extension of coverage shall be a part of and not in addition to the
"Annual Aggregate Limit of Liability" available for settlement or
adjudication of such claim. Payment under this endorsement is limited to 20%
of the settlement or adjudicated amount and shall not, in the aggregate,
exceed 20% of the "Annual Aggregate Limit of Liability."
3. Nothing contained herein shall vary, alter, or extend any of the terms,
conditions, and limitations of the Policy except as stated above.
This endorsement forms a part of the policy to which attached, effective on the
inception date of the policy unless otherwise stated herein.
Endorsement No.
Policy No.
---------------------------------------------------------------------------
Complete Only When This Endorsement Is Not Prepared With The Policy Or Is Not To
Be Effective With The Policy.
Issued to (Designated Trust or Plan)
Effective Date of This endorsement
AETNA CASUALTY AND SURETY COMPANY
By /s/ROBERT D. LANG
Authorized Representative
---------------------------------------------------------------------------
SECTION 502(l) ENDORSEMENT
For use with Aetna C & S Fiduciary
Responsibility Insurance Policy.
RENEWAL CERTIFICATE XX The Aetna Casualty and Surety Company
FIDUCIARY RESPONSIBILITY Hartford, Connecticut 06156
INSURANCE POLICY F-1191
The Standard Fire Insurance Company
Hartford, Connecticut 06156
DESIGNATED TRUST OR PLAN POLICY NUMBER
THE PROCTER & GAMBLE COMPANY PROFIT 68 FF 100827733 BCA
SHARING TRUST; etal POLICY PERIOD
FROM JUNE 30, 1994 TO JUNE 30, 1995
RENEWAL PREMIUM
$139,100.00
--------------
PREMIUM PAYABLE
CURRENT EACH ANNIVERSARY
$139,100.00 $N/A
In consideration of the stated renewal premium, the policy is renewed for the
Policy Period indicated.
The premium for this policy has been paid by the Designated Trust or Plan.
The Company has the right of recourse pursuant to Condition (10). Endorsement
(F-1280) is attached to eliminate recourse.
Premium for elimination of recourse: $N/A (included in stated renewal premium)
Payable In Advance Each Installment
Endorsements made a part of this policy at renewal (Designated by Endorsement
Number)
/s/RONALD E. COMPTON
Chairman and President Countersigned by: /s/ROBERT D. LANG
RENEWAL CERTIFICATE XX The Aetna Casualty and Surety Company
FIDUCIARY RESPONSIBILITY Hartford, Connecticut 06156
INSURANCE POLICY F-1191 The Standard Fire Insurance Company
Hartford, Connecticut 06156
DESIGNATED TRUST OR PLAN POLICY NUMBER
THE PROCTER & GAMBLE COMPANY PROFIT 068 FF 100827733 BCA
SHARING TRUST; etal POLICY PERIOD
FROM 6/30/95 TO 6/30/96
RENEWAL PREMIUM
$145,000.00
--------------
PREMIUM PAYABLE
CURRENT EACH ANNIVERSARY
$145,000.00 $N/A
In consideration of the stated renewal premium, the policy is renewed for the
Policy Period indicated.
The premium for this policy has been paid by the Designated Trust or Plan.
The Company has the right of recourse pursuant to Condition (10). Endorsement
(F-1280) is attached to eliminate recourse.
Premium for elimination of recourse: $N/A (included in stated renewal premium)
Payable In Advance Each Installment
Endorsements made a part of this policy at renewal (Designated by Endorsement
Number)
F-1197
/s/RONALD E. COMPTON
Chairman and President Countersigned by: /s/ROBERT D. LANG
It is agreed that as of the effective date hereof the policy is amended or
cancelled as indicated by X.
X CHANGE ENDORSEMENT
(Do not use this form to change Policy Effective/Expiry Dates or Policy Number.)
1. Name of Designated Trust or Plan from ____________________________________
to _______________________________________________________________________
2. Mailing Address __________________________________________________________
3. X Insurance Representative - Name is hereby changed to: H. L. Maxson
4. Add designated Trust or Plan _____________________________________________
5. Add Designated Fiduciary _________________________________________________
Delete Designated Fiduciary ______________________________________________
6. Other ____________________________________________________________________
MIDTERM CANCELLATION NOTICE
7. Cancellation by Insured, effective _______________________________________
8. You are hereby notified that this Company elects to cancel this policy,
effective _______________________________________________ , in accordance
with the terms of said policy.
This endorsement, issued by one of the below named companies, forms a part of
the policy to which attached.
Endorsement effective 6/30/95 Premium for elimination Document Premium
of recourse
(if applicable)
Designated Trust or Plan
The Procter & Gamble Company In Adv. $ In Adv. $
Profit Sharing Trust, et al 1st Anniv. $ 1st Anniv. $
2nd Anniv. $ 2nd Anniv. $
Total Document Premium $
Policy No. 068 FF 100827733 BCA Additional Premium Return Premium
Endorsement No.
THE AETNA CASUALTY AND SURETY COMPANY Countersigned by /s/ROBERT D. LANG
THE STANDARD FIRE INSURANCE COMPANY (Authorized Representative)
Hartford, Connecticut 06156
PENSION AND WELFARE FUND
FIDUCIARY RESPONSIBILITY INSURANCE POLICY
To be attached to and form part of Policy No. 68 FF 100827733 BCA
Issued to THE PROCTER & GAMBLE COMPANY PROFIT SHARING TRUST
(See Edns. F-1282)
It is agred that:
1) Section IV Other Definitions (3)(a) is amended:
(a) by deleting the period at the nd thereof, and
(b) by adding the following:
"except civil penalties imposed under Section 501(i) of the
Employee Retirement Income Security Act of 1974."
2) This extension of coverage shall be part of and not in addition to the
"Annual Aggregate Limit of Liability" available for settlement or
adjudication of such claim. Payment under this endorsement is limited to
5% civil penalties imposed upon an Insured as a fiduciary under Section 501
(i) of the Employee Retirement Income Security Act of 1974, or its
amendments, for inadvertent violation of Section 406 of the Act.
3) Nothing contained herein shall vary, alter, or extend any of the terms,
conditions, and limitations of the Policy except as stated above.
This endorsement forms part of the policy to which it is attached effective
as of 12:01 a.m. on June 30, 1996.
Policy No. 68 FF 100827733 BCA
THE AETNA CASUALTY AND SURETY COMPANY
By: /s/Judith M. Kera
(Authorized Representative)
Judith M. Kern, Attorney-in-Fact
SECTION 502(i) ENDORSEMENT
For use with Aetna C & S Fiduciary Responsibility Insurance Policy
CHANGE ENDORSEMENT OR MIDTERM CANCELLATION NOTICE
Agency/Broker - Code 2450 Name: W.P. Dolle, Inc. Comm. 100
Transaction E
Stat Plan 99
Territory Rate 000
Policy Eff. Date 6/30/96
Policy Expriry Date 6/30/97
Trans. Date 6/30/96
Date Typed/By 7/22/96 J
Dollar Amount $20,000,000.00
It is agreed that as of the effective date heeof the policy is amended or
cancelled as indicated by X.
X CHANGE ENDORSEMENT
(Do not use this form to change Policy Effective/Expiry Dates or Policy Number.)
1. Name of Designated Trust or Plan from ____________________________________
to _______________________________________________________________________
2. Mailing Address __________________________________________________________
3. Insurance Representative - Name __________________________________________
4. Add designated Trust or Plan _____________________________________________
5. Add Designated Fiduciary _________________________________________________
Delete Designated Fiduciary ______________________________________________
6. X Other Adding Endorsement F-2223 Section 501(i) Endorsement
MIDTERM CANCELLATION NOTICE
7. Cancellation by Insured, effective _______________________________________
8. You are hereby notified that this Company elects to cancel this policy,
effective _______________________________________________ , in accordance
with the terms of said policy.
This endorsement, issued by one of the below named companies, forms a part of
the policy to which attached.
Endorsement effective 6/30/96 Premium for elimination Document Premium
of recourse
(if applicable)
Designated Trust or Plan
The Procter & Gamble Company In Adv. $ In Adv. $
Profit Sharing Trust, et al 1st Anniv. $ 1st Anniv. $
(See Endorsement F-1282) 2nd Anniv. $ 2nd Anniv. $
Total Document Premium $
Policy No. 068 FF 100827733 BCA Additional Premium Return Premium
Endorsement No.
THE AETNA CASUALTY AND SURETY COMPANY Countersigned by /s/ROBERT D. LANG
THE STANDARD FIRE INSURANCE COMPANY (Authorized Representative)
Hartford, Connecticut 06156
RENEWAL CERTIFICATE XX The Aetna Casualty and Surety Company
FIDUCIARY RESPONSIBILITY Hartford, Connecticut 06156
INSURANCE POLICY F-1191 The Standard Fire Insurance Company
Hartford, Connecticut 06156
DESIGNATED TRUST OR PLAN POLICY NUMBER
THE PROCTER & GAMBLE COMPANY PROFIT 068 FF 100827733 BCA
SHARING TRUST (See Endorsement F-1282) POLICY PERIOD
FROM 6/30/96 TO 6/30/97
RENEWAL PREMIUM
$145,000.00
--------------
PREMIUM PAYABLE
CURRENT EACH ANNIVERSARY
$145,000.00 $N/A
In consideration of the stated renewal premium, the policy is renewed for the
Policy Period indicated.
The premium for this policy has been paid by the Designated Trust or Plan.
The Company has the right of recourse pursuant to Condition (10). Endorsement
(F-1280) is attached to eliminate recourse.
Premium for elimination of recourse: $N/A (included in stated renewal premium)
Payable In Advance Each Installment
Endorsements made a part of this policy at renewal (Designated by Endorsement
Number)
F-1197-B
/s/RONALD E. COMPTON
Chairman and President Countersigned by: /s/ROBERT D. LANG
TRAVELERS Property Casualty One Tower Square Joseph P. Kiernan
A Member of Travelers Group Hartford, CT 06813-9062 Executive Vie President,
Bond
Dear Customer:
In April 1996 the property casualty business of The Travelers Indemity Company
and The Aetna Casualty and Surety Company and their property casualty affiliates
came together under the Travelers umbrealla. Effective July 1, 1997, we are
changing the name of various property casualty affiiates. This change, which
affects your bond, is being made to strengthen the identification of these
companies as member sof Travelers Property Casualty.
Below the cut line is a rider to amend your bond. Please attach the rider to
your bond and send a copy of this rider to the obligee(s) on the bond. This
name change has no affect on the premium for your bond and does not change the
coverage provided under your bond.
We are in the process of updating our systems to reflect the changes in company
names. In the meantime, you may notice that the former company name will
display on some bills and other documents. Until this process is completed, the
chart below can be used to determine the new company name should any document
display a name on the "Former Name" list.
If you have any questions, please contact your agent or insurance
representative.
Sincerely,
/s/Joseph P. Kiernan
-------------------------------------------------------------------------------
THIS ENDORSEMENT/RIDER CHANGES THE POLICY OR BOND.
PLEASE READ IT CAREFULLY.
INSURER/SURETY AMENDMENT ENDORSEMENT/RIDER
The name of your Insurer or Surety is changed from the former name to the new
name listed below:
FORMER NAME NEW NAME
----------- --------
The Aetna Casualty and Surety Company Travelers Casualty and Surety Company*
Aetna Casualty & Surety Company of Travelers Casualty and Surety Company
America of America*
Aetna Casualty & Surety Company of Travelers Casualty and Surety Company
of Illinois of Illinois**
COMPANY ADDRESS:
----------------
*One Tower Square **2500 Cabot Drive
Hartford, Connecticut 06183 Lisle, Illinois 60532
This name change endorsement/rider does not alter the coverage provided by this
policy or obnd and has not affect on the premium for this policy or bond. This
name change is effective on the renewal dat eof your bond.
PENSION AND WELFARE FUND
FIDUCIARY RESPONSIBILITY INSURANCE POLICY
ACQUIRED PLANS ENDORSEMENT - PLAN SIZE THRESHOLD
To be attached to and form a part of
Policy No: 68 FF 100827733
Issued to: The Procter & Gamble Company
It is agreed that:
1. Section III. DEFINITION OF INSURED subsection (5) is deleted in its
entirety and replaced by the following:
(5) Any other Trust or Employee Benefit Plan with assets less than
$250,000,000 of any firm hereafter acquired through consolidation,
merger or takeover by the sole sponsor or by any interes owned or
controlled by said sole sponsor provided written notice of such
acquisition is given at the next renewal.
2. Section III. DEFINITION OF INSURED is amended by adding the following:
(6) Any other Trust or Employee Benefit Plan with assets equal to or
greater than $250,000,000 of any firm hereafter acquired through
consolidation, merger or takeover by the sole sponsor or by any
interest owned or controlled by said sole sponsor provided:
(a) Written notice of such acquisition is given to the Company
within 90 days of the effective date of such acquisition, and
(b) The INSURED pays the Company an additional premiu computed
pro-rata from the date of such acquisition to the end of the
Policy Period, and
(c) That specific Application on the Company's form in use at
the time of acquisition is made to the Company as soon as
practicable after the aforesaid notice is given.
3. Nothing contained herein shall vary, alter or extend the terms, conditions
and limitations of the policy except as stated above.
This endorsement forms a part of the policy to which it is attached, effective
on the inception of the policy unless otherwise stated herein.
-------------------------------------------------------------------------------
Complete Only When This Endorsement Is Not Prepared With The Policy Or Is To Be
Effective On A Date Other Than The Inception Of The Policy.
Issued to (Name of Designated Trust or Plan) The Procter & Gamble Company
Effective Date of this endorsement: 6/30/97
By: WAIVED
(Authorized Representative)
_______________________________________________________________________________
ACQUIRED PLANS ENDORSEMENT - PLAN SIZE THRESHOLD
TRAVELERS CASUALTY AND SURETY COMPANY
OF AMERICA
Hartford, Connecticut 06183
X TRAVELERS CASUALTY AND SURETY COMPANY
Hartford, Connecticut 068183
It is agreed that as of the effective date hereof the policy is amended or
cancelled as indicated by X.
X CHANGE ENDORSEMENT
(Do not use this form to change Policy Effective/Expiry Dates or Policy Number.)
1. Name of Designated Trust or Plan from ____________________________________
to _______________________________________________________________________
2. Mailing Address __________________________________________________________
3. Insurance Representative - Name __________________________________________
4. Add designated Trust or Plan _____________________________________________
5. Add Designated Fiduciary _________________________________________________
Delete Designated Fiduciary ______________________________________________
6. X Other It is hereby understood and agreed endorsement F-2569 (5/95) is
added to the policy.
MIDTERM CANCELLATION NOTICE
7. Cancellation by Insured, effective _______________________________________
8. You are hereby notified that this Company elects to cancel this policy,
effective _______________________________________________ , in accordance
with the terms of said policy.
This endorsement, issued by one of the below named companies, forms a part of
the policy to which attached.
Endorsement effective 6/30/97 Premium for elimination Document Premium
of recourse
(if applicable)
Designated Trust or Plan
The Procter & Gamble Company In Adv. NIL In Adv. NIL
1st Anniv. NIL 1st Anniv. NIL
2nd Anniv. NIL 2nd Anniv. NIL
Total Document Premium NIL
Policy No. 68FF100827733 Additional Premium Return Premium
Accepted by: Signature Waived
---------------------------------
(Insurance Representative)
N/A
------------------------------- -----------------------------------
Countersigned by (if required) Authorized Company Representative
RENEWAL CERTIFICATE
FIDUCIARY RESPONSIBILITY
INSURANCE POLICY F-1191
DESIGNATED TRUST OR PLAN POLICY NUMBER
THE PROCTER & GAMBLE COMPANY PROFIT 68FF100827733 BCA
SHARING TRUST (See Endorsement F-1282) POLICY PERIOD
FROM 6/30/97 TO 6/30/98
RENEWAL PREMIUM
$145,000.00
--------------
PREMIUM PAYABLE
CURRENT EACH ANNIVERSARY
$145,000.00 $N/A
In consideration of the stated renewal premium, the policy is renewed for the
Policy Period indicated.
The premium for this policy has been paid by the Designated Trust or Plan.
The Company has the right of recourse pursuant to Condition (10).
Endorsement (F-1280) is attached to eliminate recourse.
Premium for elimination of recourse: $N/A (included in stated renewal premium)
Payable In Advance Each Installment
Endorsements made a part of this policy at renewal (Designated by Endorsement
Number)
/s/RONALD E. COMPTON
Chairman and President Countersigned by: /s/ROBERT D. LANG
TRAVELERS PROPERTY CASUALTY FIDUCIARY RESPONSIBILITY
A Member of Travelrs Group INSURANE POLICY F-1191
RENEWAL CERTIFICATE
X TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA
TRAVELRS CASUALTY AND SURETY COMPANY
Hartford, Connecticut 06813-9062
TRAVELERS CASUALTY AND SURETY COMPANY OF ILLINOIS
Naperville, Illinois 60563-8458
DESIGNATED TRUST OR PLAN POLICY NUMBER
THE PROCTER & GAMBLE COMPANY PROFIT 068 FF 100827733 BMC
SHARING TRUST (See Endorsement F-1282) POLICY PERIOD
FROM 6/30/98 TO 6/30/99
RENEWAL PREMIUM
$138,439.00
--------------
PREMIUM PAYABLE
CURRENT EACH ANNIVERSARY
$138,439.00 $N/A
In consideration of the stated renewal premium, the policy is renewed for the
Policy Period indicated.
The premium for this policy has been paid by the Designated Trust or Plan.
The Company has the right of recourse pursuant to Condition (10). Endorsement
(F-1280) is attached to eliminate recourse.
Premium for elimination of recourse: $N/A (included in stated renewal premium)
Payable In Advance Each Installment
Endorsements made a part of this policy at renewal (Designated by Endorsement
Number)
------------------------------------- --------------------------------------
Countersigned by: Authorized Company Representative