Exhibit (99.2)
--------------
Directors and Officers (First) Excess Liability Policy
Form X.L. D&O-003B Policy No. XLD+O-00364-94
XL
X.L. INSURANCE COMPANY, LTD.
Producer: PARK INTERNATIONAL LIMITED
In favor of: THE PROCTER & GAMBLE COMPANY
Address: ONE PROCTER & GAMBLE PLAZA
CINCINNATI, OHIO 45202-3314
U.S.A.
Type of Coverage: DIRECTORS AND OFFICERS LIABILITY
In the amount as stated in Item 2 of the
Declarations.
Term: Beginning at 12:01 A.M. on the 30th day of June, 1994 prevailing
time at the address of the Named Insured and in accordance with
terms and conditions of the form(s) attached.
PREMIUM: $150,000
IN WITNESS WHEREOF, this Policy has
been made, entered into and executed
by the undersigned in Hamilton, Bermuda
this 20th day of SEPTEMBER, 1994.
By: /s/PAUL B. MILLER
PAUL B. MILLER
Title: VICE PRESIDENT
DATE: SEPTEMBER 20, 1994 POLICY NO: XLD+O-00364-94
X.L. INSURANCE COMPANY, LTD.
POLICY FOR DIRECTORS AND OFFICERS LIABILITY
IMPORTANT: THIS COVERAGE IS ON A CLAIMS MADE AND CLAIMS
REPORTED BASIS. PLEASE READ THIS POLICY CAREFULLY.
DECLARATIONS
Item 1: (a) Named Company: THE PROCTER & GAMBLE COMPANY
(b) Address of Named Company: ONE PROCTER & GAMBLE PLAZA
CINCINNATI, OHIO 45202
U.S.A.
Item 2: Aggregate Limit of Liability:
$25,000,000 each policy period in excess of $25,000,000 each
policy year.
Item 3: Policy Period: JUNE 30, 1994 - JUNE 30, 1995
The Declarations along with the completed Application and this
Policy and any Schedules hereto shall constitute the contract
among the Named Company, the Designated Companies, the Directors
and Officers and the Company.
Item 4: Schedule of Current and Known Prospective Underlying Insurance:
Policy MM Policy
Carrier Number Limits Year
------- ------ ------ ------
i. Underlying Second Excess
ii. Underlying Excess. . . .
iii. Primary Insurer(s) . . . CODA PG-106C 25 JUNE
30,
1994 -
97
Uninsured Retention under Primary Insurance:
$NIL each Director or Officer each loss, but in no event
exceeding $NIL in the aggregate each loss all Directors and
Officers Liability.
Item 5: Policy to be followed: CODA - POLICY NO. PG-106C
Item 6: Representative of Named Company: THE PROCTER & GAMBLE COMPANY
Item 7: Notice: X.L. Insurance Company, Ltd., Cumberland House, 1
Victoria St., P.O. Box HM 2245, Hamilton, Bermuda HM
JX. Telex: 3626 XL BA
Item 8: (a) Discovery Coverage Premium: 100% of policy period premium
hereunder.
(b) Discovery Coverage Period: 365 days.
Item 9: Notice Cancellation Period: 60 days.
Said insurance is subject to the provisions, stipulations, exclusions and
conditions contained in this form and the representations and warranties
contained in the Named Company's application for this policy of insurance,
which is hereby made a part of said insurance, together with other
provisions, stipulations, exclusions and conditions as may be endorsed on
said policy or added thereto as therein provided (collectively hereinafter
referred to as the "Policy").
DIRECTORS AND OFFICERS LIABILITY INSURANCE
Named Company: As stated in Item 1 of the Declarations forming a part
hereof (hereinafter called the "Named Company").
INSURING AGREEMENTS
I. COVERAGE
The X.L. Insurance Company, Ltd. (the "Company") hereby agrees with
the Directors and Officers of the Named Company and any other
companies listed in Schedule A hereto ("Designated Companies"),
subject to the limitations, terms, exclusions and conditions
hereinafter mentioned that, if during the policy period any claim or
claims are made against any of the Directors and Officers for a
Wrongful Act, and reported to the Company, the Company in accordance
with its limits of liability shall pay on behalf of such Directors and
Officers all loss which such Directors and Officers shall become
legally obligated to pay, except for such loss which the Designated
Companies shall indemnify such Directors and Officers.
II. LIMIT OF LIABILITY
A. It is expressly agreed that liability for any loss shall attach
to the Company only after the Primary and Underlying Excess
Insurers shall have paid, admitted or been held liable to pay the
full amount of their respective liability and the Directors and
Officers shall have paid the full amount of self-insured
retentions, if any, as set forth in Item 4 of the Declarations
(hereinafter referred to as the "Schedule of Underlying
Insurance"), and the Company shall then be liable to pay only
additional amounts for any and all losses up to its Aggregate
Limit of Liability ("aggregate limit") as set forth in Item 2 of
the Declarations, which shall be the maximum liability of the
Company for all covered losses (with respect to Directors and
Officers, collectively) during the policy period irrespective of
the time of payment by the Company.
B. In the event and only in the event of the reduction or exhaustion
of the aggregate limits of liability under the said Primary and
Underlying Excess Policies and under self-insured retentions, if
any (as if such retentions were subject to the same terms,
conditions, exclusions and structure of limits of liability as
said policies) by reason of losses paid thereunder, this coverage
shall: (i) in the event of reduction, pay the excess of the
reduced Primary and Underlying Excess Limits, and (ii) in the
event of exhaustion, continue in force as Primary Insurance;
provided always that in the latter event this coverage shall only
pay excess of the retention applicable to such Primary Insurance
for such policy year as set forth in Item 4 (iii) of the
Declarations, which shall be applied to any subsequent loss in
the same manner as specified in such Primary Insurance. Except
insofar as aggregate limits of liability under the Primary and
Underlying Excess Policies have been reduced or exhausted by
reason of losses paid thereunder and self-insured retentions, if
any, have been fully paid (as if such retentions were subject to
the same terms, conditions, exclusions and structure of limits of
liability as said policies), this coverage shall apply only as if
all Primary and Underlying Policies and self-insured retentions,
if any, listed on the Schedule of Underlying Insurance covered
and were fully collectable for any loss hereunder.
III. PRIMARY AND UNDERLYING INSURANCE
This Policy is subject to the same warranties, terms, conditions and
exclusions (except as regards the premium, the amount and limits of
liability, the policy period and except as otherwise provided herein)
as are contained in or as may be added to the policy set forth in Item
5 of the Declarations or, if no policy is set forth therein, the
policy of the Primary Insurer(s) as respects coverage of the Directors
and Officers.
It is a condition of this Policy that the policies of the Primary and
Underlying Excess Insurers shall be maintained in full effect during
the policy year(s) listed in the Schedule of Underlying Insurance
except for any reduction of the aggregate limits contained therein by
reason of losses paid thereunder (as provided for in Paragraph II(B)
above).
This Policy shall automatically terminate upon the failure to satisfy
this condition (i.e., when any of such listed policies ceases to be in
full effect) unless otherwise agreed by the Company in writing. If
the Named Company notifies the Company in writing of cancellation of
any of the policies listed on the Schedule of Underlying Insurance at
least thirty (30) days prior to the effectiveness thereof, the Company
agrees that within twenty (20) days thereafter it will review the
situation and formulate a proposal for the terms, conditions,
exclusions, underlying amount, limit and premium for continuation of
this Policy upon such cancellation; provided, however, that (i) the
underlying amount shall be at least $20,000,000, (ii) the limit shall
be a maximum of $25,000,000 and (iii) this Policy shall not continue
after such cancellation unless there is an agreement in writing
between the Named Company and the Company providing therefor.
IV. COSTS, CHARGES AND EXPENSES
No costs, charges or expenses shall be incurred or settlements made
without the Company's consent, such consent not to be unreasonably
withheld; however, in the event of such consent being given, the
Company will pay, subject to the provisions of Article II, such costs,
settlements, charges or expenses.
V. NOTIFICATION
A. If during the policy period or extended discovery period any
claim is made against any Director or Officer, the Directors and
Officers shall, as a condition precedent to their right to be
indemnified under this Policy, give to the Company notice in
writing as soon as practicable of such claims.
B. If during the policy period or extended discovery period:
(1) the Directors and Officers shall receive written or oral
notice from any party that it is the intention of any such
party to hold the Directors and Officers, or any of them,
responsible for a Wrongful Act; or
(2) the Directors and Officers shall become aware of any fact,
circumstance or situation which may subsequently give rise
to a claim being made against the Directors and Officers, or
any of them, for a Wrongful Act;
and shall in either case during such period give written notice
as soon as practicable to the Company of the receipt of such
written or oral notice under Clause (1) or of such fact,
circumstance or situation under Clause (2), then any claim, which
may subsequently be made against the Directors and Officers,
arising out of such Wrongful Act shall for the purpose of this
Policy be treated as a claim made during the policy period.
C. Notice to the Company shall be given to the person or firm shown
under Item 7 of the Declarations. Notice shall be deemed to be
received if sent by prepaid mail properly addressed.
VI. GENERAL CONDITIONS
A. DEFINITIONS: The terms "Directors and Officers", "Wrongful Act",
"Loss", "Subsidiary", and "Policy Year" shall be deemed to have
the same meanings in this Policy as are attributed to them in the
policy set forth in Item 5 of the Declarations or, if no policy
is set forth therein, the policy of the Primary Insurer(s). The
term "Company" shall mean the X.L. Insurance Company, Ltd. The
term "policy period" shall mean the period stated in Item 3 of
the Declarations.
B. DISCOVERY CLAUSE: If the Company shall cancel or refuse to renew
this Policy, the Named Company or the Directors and Officers
shall have the right, upon payment of the additional premium set
forth in Item 8(a) of the Declarations to a continuation of the
coverage granted by this Policy in respect of any claim or claims
which may be made against the Directors and Officers during the
period stated in Item 8(b) of the Declarations after the date of
cancellation or non-renewal, but only in respect of any Wrongful
Act committed before the date of cancellation or non-renewal of
this Policy. This right of extension shall terminate unless
written notice is given to the Company within ten (10) days after
the effective date of cancellation or non-renewal.
C. APPLICATION OF RECOVERIES: All recoveries or payments recovered
or received subsequent to a loss settlement under this Policy
shall be applied as if recovered or received prior to such
settlement and all necessary adjustments shall then be made
between the Named Company or the Directors and Officers and the
Company, provided always that nothing in this Policy shall be
construed to mean that losses under this Policy are not payable
until the Directors' and Officers' ultimate net loss has been
finally ascertained.
D. CANCELLATION CLAUSE: This coverage may be cancelled by the Named
Company at any time by written notice or surrender of this
Policy. This coverage may also be cancelled by, or on behalf of,
the Company by delivering to the Named Company or by mailing to
the Named Company by registered, certified or other first class
mail, at the Named Company's address shown in Item 1 of the
Declarations, written notice stating when, not less than the
number of days set forth in Item 9 of the Declarations, the
cancellation shall become effective. The mailing of such notice
as aforesaid shall be sufficient proof of notice, and this Policy
shall terminate at the date and hour specified in such notice.
If this Policy shall be cancelled by the Named Company, the
Company shall retain the customary short rate proportion of
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.
E. COOPERATION: The Named Company, the Designated Companies and the
Directors and Officers shall give the Company such information
and cooperation as it may reasonably require.
F. PREMIUM: The premium under this Policy is a flat premium and is
not subject to adjustment except as otherwise provided herein.
The premium shall be paid to the Company.
G. WRONGFUL ACT EXCLUSION: Notwithstanding any other provision of
this Policy, this Policy shall not apply with respect to a
Wrongful Act by any Director or Officer of the Company in his
capacity as such.
H. NUCLEAR EXCLUSION: This Policy shall not apply to, and the
Company shall have no liability hereunder in respect of liability
or alleged liability for:
(1) personal injury, property damage or advertising liability in
the United States, its territories or possessions, Puerto
Rico or the Canal Zone (A) with respect to which the Named
Company, the Designated Companies and/or Officers and
Directors (collectively, the "Certain Parties") is also an
insured under a nuclear energy liability policy issued by
Nuclear Energy Liability Insurance Association, Mutual
Atomic Energy Liability Underwriters or Nuclear Insurance
Association of Canada, or would be an insured under any such
policy but for its termination upon exhaustion of its
limited liability or (B) resulting from the hazardous
properties of nuclear material and with respect to which (i)
any person or organization is required to maintain financial
protection pursuant to the Atomic Energy Act of 1954 or any
law amendatory thereof or (ii) a Certain Party is, or had
this Policy not been issued, would be entitled to indemnity
from United States of America or any agency thereof under
any agreement entered into by the United States of America
or any agency thereof with any person or organization;
(2) medical or surgical relief or expenses incurred with respect
to bodily injury, sickness, disease or death resulting from
the hazardous properties of nuclear material and arising out
of the operation of a nuclear facility by any person or
organization in the United States, its territories or
possessions, Puerto Rico or the Canal Zone;
(3) injury, sickness, disease, death or destruction resulting
from hazardous properties of nuclear material, if (A) the
nuclear material (i) is at any nuclear facility owned by or
operated by or on behalf of any of the Certain Parties in
the United States, its territories or possessions, Puerto
Rico or the Canal Zone or (ii) has been discharged or
dispersed therefrom, (B) such nuclear material is contained
in spent fuel or waste at any time possessed, handled, used,
processed, stored, transported or disposed by or on behalf
of any of the Certain Parties in the United States, its
territories or possessions, Puerto Rico or the Canal Zone or
(C) the injury arises out of the furnishing by any of the
Certain Parties of services, materials, parts or equipment
in connection with the planning, construction, maintenance,
operation or use of a nuclear facility, but if such facility
is located within the United States of America, its
territories or possessions or Canada, this clause (3)(C)
applies only to injury to or destruction of property at such
nuclear facility;
(4) As used in this Section (H):
(A) "hazardous properties" included radioactive, toxic or
explosive properties; "nuclear material" means source
material, special nuclear material or by-product
material; "source material," "special nuclear material"
and "by-product material" have the meanings given them
by the Atomic Energy Act of 1954 or in law amendatory
thereof; "spent fuel" means any fuel element or fuel
component, solid or liquid which has been used or
exposed to radiation in a nuclear reactor; "waste"
means any waste material (i) containing by-product
materials and (ii) resulting from the operation by a
person or organization of nuclear facility included
within the definition of nuclear facility under clauses
(B)(i) or (B)(ii) (below):
(B) "nuclear facility" means
(i) any nuclear reactor;
(ii) any equipment or device designed or used for (x)
separating the isotopes of uranium or plutonium,
(y) processing or utilizing spent fuel, or (z)
handling processing or packaging waste;
(iii) any equipment or device used for the processing,
fabricating or alloying of special nuclear
material if at any time the total amount of such
material in the custody of the Insured at such
premises where such equipment or device is
located consists of or contains more than 25
grams of plutonium or uranium 233 or combination
thereof or more than 250 grams of uranium 235;
(iv) any structure, basin, excavation, premises or
place prepared for the storage or disposal of
waste.
(C) "Nuclear facility" includes the site on which any of
the foregoing is located, all operations conducted on
such site and all premises used for such operations.
(D) "Nuclear reactor" means any apparatus designed or used
to sustain nuclear fission in a self-supporting chain
reaction or to contain critical mass of fissionable
material.
(E) With respect to injury or destruction of property, the
word "injury" or "destruction" includes all forms of
radioactive contamination of property or loss of use
thereof or liability or alleged liability of whatsoever
nature directly or indirectly caused by or contributed
to by or arising from ionizing radiations or
contamination by radioactivity outside the United
States, its territories or possessions, Puerto Rico or
the Canal Zone from any nuclear fuel or from any
nuclear waste from the combustion, fission or fusion of
nuclear fuel.
I. EMPLOYEE BENEFITS PROGRAMS EXCLUSION: Notwithstanding any other
provision of this Policy, this coverage shall not apply with
respect to:
(1) any liability or alleged liability arising out of or alleged
to arise out of any negligent act, error or omission of any
Director or Officer, or any other person for whose acts any
Director or Officer is legally liable, in the administration
of Employee Benefits Programs, as defined in subsection (2)
below, including, without limitation, liability or alleged
liability under the Employee Retirement Income Security Act
of 1974, as amended.
(2) As used in this Section I, the term "Employee Benefits
Programs" means group life insurance, group accident or
health insurance, profit sharing plans, pension plans,
employee stock subscription plans, workers' compensation,
unemployment insurance, social benefits, disability
benefits, and any other similar employee benefits.
(3) As used in this Section I, the unqualified word
"administration" means:
(A) giving counsel to employees with respect to the
Employee Benefits Programs;
(B) interpreting the Employee Benefits Programs;
(C) handling of records in connection with the Employee
Benefits Programs; and/or
(D) effective enrollment, termination or cancellation of
employees under the Employee Benefits Programs.
J. INDEMNITY BY DESIGNATED COMPANIES: The Designated Companies
agree with the Company to indemnify their respective Directors
and Officers to the full extent permitted by applicable law. The
Directors and Officers agree that to the extent of any payment of
loss on their behalf or indemnification of them hereunder they
will assign, convey, set over, transfer and deliver to the
Company any and all rights and claims they may have to
indemnification from the Designated Companies and will take all
further steps requested by the Company to assist in prosecution
of such rights and claims, and the Designated Companies hereby
consent to any such assignment, conveyance, set over, transfer or
delivery and agree that any payment by the Company on behalf of
or to indemnify any Director or Officer shall not be raised as a
defense to the Director's or Officer's right to indemnification
from the Designated Companies as asserted by the Company pursuant
hereto.
K. OTHER CONDITIONS: This Policy is subject to the following
additional conditions:
(1) REPRESENTATION
Except as respects the giving of notice to exercise extended
discovery under Paragraph VI(B), the Named Company or such
other person as it shall designate in Item 6 of the
Declarations shall represent the Named Company, each of the
Designated Companies and each Officer and Director of the
Named Company and the Designated Companies in all matters
under this Policy, including, without limitation, payment of
premium, negotiation of the terms of renewal and/or
reinstatement and the adjustment, settlement and payment of
claims.
(2) CHANGES
Notice to or knowledge possessed by any person shall not
effect waiver or 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 hereof,
signed by the Company or its authorized representative.
(3) ASSIGNMENT
Assignment of interest under this Policy shall not bind the
Company unless and until consent is endorsed hereon.
(4) ARBITRATION
Any dispute arising under this Policy shall be finally and
fully determined in London, England under the provisions of
the English Arbitration Act of 1950, as amended and
supplemented, by a Board composed of three arbitrators to be
selected for each controversy as follows:
Any party to the dispute may, once a claim or demand on his
part has been denied or remains unsatisfied for a period of
twenty (20) calendar days by any other, notify the others of
its desire to arbitrate the matter in dispute and at the
time of such notification the party desiring arbitration
shall notify any other party or parties of the name of the
arbitrator selected by it. Any party or parties who have
been so notified shall within ten (10) calendar days
thereafter select an arbitrator and notify the party
desiring arbitration of the name of such second arbitrator.
If the party or parties notified of a desire for arbitration
shall fail or refuse to nominate the second arbitrator
within ten (10) calendar days following the receipt of such
notification, the party who first served notice of a desire
to arbitrate will, within an additional period of ten (10)
calendar days, apply to a judge of the High Court of England
for the appointment of a second arbitrator and in such a
case the arbitrator appointed by such a judge shall be
deemed to have been nominated by the party or parties who
failed to select the second arbitrator. The two
arbitrators, chosen as above provided, shall within ten (10)
calendar days after the appointment of the second arbitrator
choose a third arbitrator. In the event of the failure of
the first two arbitrators to agree on a third arbitrator
within said ten (10) calendar day period, any of the parties
may within a period of ten (10) calendar days thereafter,
after notice to the other party or parties, apply to a judge
of the High Court of England for the appointment of a third
arbitrator and in such case the person so appointed shall be
deemed and shall act as the third arbitrator. Upon
acceptance of the appointment by said third arbitrator, the
Board of Arbitration for the controversy in question shall
be deemed fixed. All claims, demands, denials of claims and
notices pursuant to this Section (K)(iv) shall be deemed
made if in writing and mailed to the last known address of
the other party or parties.
The Board of Arbitration shall fix, by a notice in writing
to the parties involved, a reasonable time and place for the
hearing and may in said written notice or at the time of the
commencement of said hearing, at the option of said Board,
prescribe reasonable rules and regulations governing the
course and conduct of said hearing.
The Board shall, within ninety (90) calendar days following
the conclusion of the hearing, render its decision on the
matter or matters in controversy in writing and shall cause
a coy thereof to be served on all the parties thereto. In
case the Board fails to reach a unanimous decision, the
decision of the majority of the members of the Board shall
be deemed to be the decision of the Board and the same shall
be final and binding on the parties thereto, and such
decision shall be a complete defense to any attempted appeal
or litigation of such decision in the absence of fraud or
collusion.
All costs of arbitration shall be borne equally by the
parties to such arbitration.
The Company and the Insured agree that in the event that
claims for indemnity or contribution are asserted in any
action or proceeding against the Company by any of the
Insured's other insurers in any jurisdiction or forum other
than that set forth in this Section (K)(iv), the Insured
will in good faith take all reasonable steps requested by
the Company to assist the Company in obtaining a dismissal
of these claims (other than on the merits) and will, without
limitation, undertake to the court or other tribunal to
reduce any judgment or award against such other insurers to
the extent that the court or tribunal determines that the
Company would have been liable to such insurers for
indemnity or contribution pursuant to this Policy. The
Insured shall be entitled to assert claims against the
Company for coverage under this Policy, including, without
limitation, for amounts by which the Insured reduced its
judgment against such other insurers in respect of such
claims for indemnity or contribution in an arbitration
between the Company and the Insured pursuant to this Section
(K)(iv); provided, however, that the Company in such
arbitration in respect of such reduction of any judgment
shall be entitled to raise any defenses under this Policy
and any other defenses (other than jurisdictional defenses)
as it would have been entitled to raise in the action or
proceeding with such insurers.
(5) GOVERNING LAW AND INTERPRETATION
This Policy shall be governed by and construed in accordance
with the internal laws of the State of New York, except
insofar as such laws may prohibit payment in respect of
punitive damages hereunder; provided, however, that the
provisions, stipulations, exclusions and conditions of this
Policy are to be construed in an evenhanded fashion as
between the Insured and the Company; without limitation,
where the language of this Policy is deemed to be ambiguous
or otherwise unclear, the issue shall be resolved in the
manner most consistent with the relevant provisions,
stipulations, exclusions and conditions (without regard to
authorship of the language, without any presumption or
arbitrary interpretation or construction in favor of either
the Insured or the Company and without reference to parol
evidence).
(6) LIABILITY OF THE COMPANY
The Named Company, the Designated Companies and the
Directors and Officers agree that the liability and
obligations of the Company hereunder shall be satisfied from
the funds of the Company alone and that the individual
shareholders of the Company shall have no liability
hereunder.
(7) HEADINGS
The descriptions in the headings and subheadings of this
Policy are inserted solely for convenience and do not
constitute any part of the terms and conditions hereof.
X.L. INSURANCE COMPANY, LTD.
By: /s/PAUL B. MILLER
PAUL B. MILLER
Title: VICE PRESIDENT
Date: SEPTEMBER 20, 1994
SCHEDULE A
All Subsidiaries of the Named Insured
Insured: THE PROCTER & GAMBLE COMPANY
Policy No: XLD+0-00364-94
Endorsement No: 1
Effective Date: JUNE 30, 1994
__________________________________________________________________________
POLICY INTERPRETATION ENDORSEMENT
It is agreed that Condition K(5) is hereby deleted and the following is
substituted therefore:
"(5) Law of Construction and Interpretation
"This Policy shall be construed in accordance with the internal laws
of the State of New York, except insofar as such laws:
"(a) may prohibit indemnity in respect of punitive damages hereunder;
"(b) pertain to regulation under the New York Insurance Law, or
regulations issued by the Insurance Department of the State of New
York pursuant thereto, applying to insurers doing insurance business,
or issuance, delivery or procurement of policies of insurance, within
the State of New York or as respects risks or insureds situated in the
State of New York; or
"(c) are inconsistent with any provision of this Policy;
"provided, however, that the provisions, stipulations, exclusions and
conditions of this Policy are to be construed in an evenhanded fashion
as between the Insured and the Company; without limitation, where the
language of this Policy is deemed to be ambiguous or otherwise
unclear, the issue shall be resolved in the manner most consistent
with the relevant provisions, stipulations, exclusions and conditions
(without regard to authorship of the language, without any presumption
or arbitrary interpretation or construction in favor of either the
Insured or the Company and without reference to parol or other
extrinsic
evidence)."
X.L. INSURANCE COMPANY, LTD.
By: /s/PAUL B. MILLER
PAUL B. MILLER
Title: VICE PRESIDENT
Date: SEPTEMBER 20, 1994
Ref: OD247.01
XL
Insured: THE PROCTER & GAMBLE COMPANY
Policy No: XLD+0-00364-94
Endorsement No: 2
Effective Date: JUNE 30, 1994
___________________________________________________________________________
DIRECTORS' AND OFFICERS' COVERAGE ENDORSEMENT
Notwithstanding any other provision of the Policy or this Endorsement,
if the Lead Policy provides coverage for any person acting in the capacity
as a Director or Officer of a company or entity which is not an Insured
Company under the Policy and this Endorsement, no such coverage shall be
provided pursuant to the Policy and/or this Endorsement unless (a) it is
indicated below that "Outside Positions" coverage is being afforded, (b)
such coverage is subject to a retention (whether self-insured and/or
covered by underlying policy(ies)) in the amount listed below which shall
be deemed to be listed in Item 4 of the Declarations, and such coverage in
any event shall apply in excess of all Primary and Underlying Excess
Insurance listed in Item 4 of the Declarations, and (c) such coverage is
subject to an aggregate sublimit in the amount listed below, which sublimit
shall be the maximum liability of the Company for all losses in respect of
such coverage during the policy period irrespective of the time of payment
by the Company and shall be a sublimit included within and shall not
increase the Aggregate Limit of Liability stated in Item 2 of the
Declarations.
It is further understood and agreed that this extension of cover shall not
apply to any person acting as a Director or Officer of the following
companies:
(a) Corporate Officers and Directors Assurance Ltd.
(b) Corporate Officers and Directors Assurance Holdings Ltd.
(c) Exel Ltd.
(d) X. L Insurance Company, Ltd.
Outside Positions Coverage: YES - As per
schedule provided by
the Named Insured
Outside Positions Coverage (Self-Insured) Retention: $25,000,000
Outside Positions Coverage Aggregate Sublimit: $25,000,000
X.L. INSURANCE COMPANY, LTD.
By: /s/PAUL B. MILLER
PAUL B. MILLER
Title: VICE PRESIDENT
Date: SEPTEMBER 20, 1994
Ref: 0D234.01-R
XL
Insured: THE PROCTER & GAMBLE COMPANY
Policy No: XLD+0-00364-94
Endorsement No: 3
Effective Date: JUNE 30, 1994
___________________________________________________________________________
AMENDMENT TO DECLARATIONS PAGE
It is agreed that as of the Effective Date shown above, Item 1(a) NAMED
COMPANY of the Declarations is amended to include OFFICERS OF OPERATING
UNITS OF THE PROCTER & GAMBLE COMPANY.
X.L. INSURANCE COMPANY, LTD.
By: /s/PAUL B. MILLER
PAUL B. MILLER
Title: VICE PRESIDENT
Date: SEPTEMBER 20, 1994
Ref: 0D242.01
XL