Exhibit (99.2)
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Directors and Officers (First) Excess Liability Policy
Form X.L. D&O-003B Policy No. XLD+O-00364-96
XL
X.L. INSURANCE COMPANY, LTD.
Producer: PARK INTERNATIONAL LIMITED
In favor of: THE PROCTER & GAMBLE COMPANY/
THE PROCTER AND GAMBLE FUND AND
OFFICERS OF OPERATING UNITS OF
PROCTER AND 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, 1996 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 4th day of SEPTEMBER, 1996.
By: /s/PAUL B. MILLER
PAUL B. MILLER
Title: VICE PRESIDENT
DATE: SEPTEMBER 20, 1996 POLICY NO: XLD+O-00364-96
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/
THE PROCTER AND GAMBLE FUND
OFFICERS OF OPERATING UNITS OF
PROCTER AND 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, 1996 - JUNE 30, 1997
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,
1996 -
99
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").
THE PROCTER & GAMBLE COMPANY/THE PROCTER & GAMBLE FUND AND
OFFICERS OF OPERATING UNITS OF PROCTER AND GAMBLE COMPANY
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 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 4, 1996
THE PROCTER & GAMBLE COMPANY/THE PROCTER & GAMBLE FUND AND
OFFICERS OF OPERATING UNITS OF PROCTER AND GAMBLE COMPANY
SCHEDULE A
All Subsidiaries of the names Insured
Insured: THE PROCTER & GAMBLE COMPANY/THE PROCTER & GAMBLE FUND AND
OFFICERS OF OPERATING UNITS OF PROCTER AND GAMBLE COMPANY
Policy No: XLD+O-00364-96
Endorsement No: 1
Effective Date: JUNE 30, 1996
- --------------------------------------------------------------------------
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 4, 1996
Ref: OD247.01
XL
Insured: THE PROCTER & GAMBLE COMPANY/THE PROCTER & GAMBLE FUND
AND OFFICERS OF OPERATING UNITS OF PROCTER AND GAMBLE
COMPANY
Policy No: XLD+O-00364-96
Endorsement No: 2
Effective Date: JUNE 30, 1996
- ---------------------------------------------------------------------------
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 4, 1996
Ref: 0D234.01-R
XL
Insured: THE PROCTER & GAMBLE COMPANY/THE PROCTER & GAMBLE FUND
AND OFFICERS OF OPERATING UNITS OF PROCTER AND GAMBLE
COMPANY
Policy No: XLD+O-00364-96
Endorsement No: 3
Effective Date: JUNE 30, 1996
- ---------------------------------------------------------------------------
DELETION OF GENERAL CONDITION I.
In consideration of the premium charged, it is hereby understood and agreed that
Paragraph I, EMPLOYEE BENEFITS PROGRAM EXCLUSION, of Section VI. General
Conditions of the Policy is deleted in its entirety.
All other terms and conditions of the Policy remain unchange.
X.L. INSURANCE COMPANY, LTD.
By: /s/PAUL B. MILLER
PAUL B. MILLER
Title: VICE PRESIDENT
Date: SEPTEMBER 4, 1996
Ref: 0D999.01
XL