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Exhibit 10(f)
[LOGO OF LLOYD'S
POLICY APPEARS HERE] LLOYD'S POLICY
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WE, UNDERWRITING MEMBERS of the syndicates whose definitive numbers and
proportions are shown in the Table attached hereto (hereinafter referred to as
'the Underwriters'), hereby agree, in consideration of the payment to Us by or
on behalf of the Assured of the premium specified in the Schedule, to insure
against loss, including but not limited to associated expenses specified herein,
if any, to the extent and in the manner provided in this Policy.
THE UNDERWRITERS hereby bind themselves severally and not jointly, each for his
own part and not one for another, and therefore each of the Underwriters (and
his heirs, Executors and Administrators) shall be liable only for his own share
of his syndicate's proportion of any such loss and of any such expenses. The
identity of each of the Underwriters and the amount of his share may be
ascertained by the Assured or the Assured's representative on application to
Lloyd's Policy Signing Office, quoting the Lloyd's Policy Signing Office number
and date shown in the Table.
If the Assured shall make any claim knowing the same to be false or fraudulent,
as regards amount or otherwise, this Policy shall become void and all claim
hereunder shall be forfeited.
IN WITNESS whereof the General Manager of Lloyd's Policy Signing Office has
signed this Policy on behalf of each of Us.
/s/
[LLOYD'S POLICY
LLOYD'S POLICY SIGNING OFFICE SIGNING OFFICE
General Manager EMBOSSMENT APPEARS
HERE ON ORIGINAL
DOCUMENT]
J(A) NMA 2421 (26/9/91) Form approved by Lloyd's Underwriters' Non-Marine
Association Limited
Set and Printed by CBC City Print Limited 071-353-1000
THE GILLETTE COMPANY
DIRECTORS AND OFFICERS AND
COMPANY REIMBURSEMENT POLICY
This is a claims made and reported policy.
Please read it carefully.
DOCR92 AMENDED-MANUSCRIPT FORM
DECLARATIONS
DIRECTORS AND OFFICERS AND COMPANY
REIMBURSEMENT POLICY
THIS IS A CLAIMS MADE AND REPORTED POLICY. SUBJECT TO ITS TERMS, THIS POLICY
APPLIES ONLY TO ANY CLAIM FIRST MADE DURING THE POLICY PERIOD PROVIDED SUCH
CLAIM IS REPORTED TO UNDERWRITERS AS SOON AS PRACTICABLE BUT IN NO EVENT LATER
THAN 60 DAYS AFTER THE END OF THE POLICY PERIOD. AMOUNTS INCURRED AS COSTS,
CHARGES AND EXPENSES SHALL REDUCE AND MAY EXHAUST THE LIMIT OF LIABILITY AND ARE
SUBJECT TO THE RETENTIONS. THIS POLICY DOES NOT PROVIDE FOR ANY DUTY BY
UNDERWRITERS TO DEFEND ANY OF THE ASSUREDS.
These Declarations along with the completed and signed Application and the
Policy with endorsements shall constitute the contract between the Assureds and
Underwriters.
Policy No.: 757/FD940228
Item A. Parent Company: THE GILLETTE COMPANY
Principal Address: The Prudential Center,
Boston, MA 02199, USA
State of Incorporation: Delaware
Item B. Policy Period 1st June 1994 to 1st June 1995 both days at 12:01 a.m.
Standard Time at the Principal Address stated in Item A.
Item C. Limit of Liability: US$ 10,000,000 in the aggregate for
the Policy.
Item D. Retentions: US$ Nil each of the Directors and
Officers each Claim but in no event
exceeding
US$ Nil in the aggregate each Claim all
Directors and Officers under Insuring
Clause I.A.
US$ 1,000,000 each Claim under Insuring
Clause I.B.
Item E. Insured Percentage: 100% of Loss in excess of retention
under Insuring Clause I.A.
100% of Loss in excess of retention
under Insuring Clause I.B.
Item F. Premium: US$ 261,458.10 part of US$ 290,509.00
Item G. (1) Premium for Optional Extension Period: 50% of the total premium
as provided in Clause VIII.
(2) Length of Optional Extension Period: 365 days.
Item H. Notification pursuant to Clause VI shall be given to:
Hanson & Peters, 311 South Wacker Drive, Suite 3500
Chicago, Illinois 60606, U.S.A.
Item I. Consolidated assets of Company: US$ 5,102,300,000
Dated in London: 5th August 1994
DIRECTORS AND OFFICERS AND COMPANY
REIMBURSEMENT POLICY
In consideration of the payment of the premium, in reliance on the statements in
the Application and subject to all of the provisions of this Policy,
Underwriters and the Assureds agree as follows:
I. INSURING CLAUSES
A. Underwriters shall pay on behalf of the Directors and Officers Loss
resulting from any Claim first made during the Policy Period for a
Wrongful Act.
B. Underwriters shall reimburse the Company for Loss which the Company
pays as idemnification to any of the Directors and Officers resulting
from any Claim first made during the Policy Period for a Wrongful Act.
II. DEFINITIONS
The following terms whenever used in this Policy in boldface type shall
have the meanings indicated.
A. Application means:
(1) the application for this Policy or any Policy or which this
Policy is a renewal, and
(2) any materials submitted therewith, which shall be retained on
file by Underwriters and be deemed attached hereto, as if
physically attached hereto.
B. Assureds means the Company and the Directors and Officers.
C. Claim means any judicial or administrative proceeding initiated
against any of the Directors and Officers in which they may be
subjected to a binding adjudication of liability for damages or other
relief, including any appeal therefrom.
D. Company means:
(1) the Parent Company, and
(2) any Subsidiary
(3) the entities scheduled in question No. 5(c) of the application
dated June 6th 1994 in which 50% or less of the outstanding
shares representing the present right to vote for the election of
directors are owned by the Parent Company or one or more of
its Subsidiaries at the inception of this policy.
(4) any unincorporated division
(5) Gillette Charitable Foundation.
E. Corporate Takeover means:
(1) the acquisition by any person or entity of more than 50% of the
outstanding securities of the Parent Company representing the
present right to vote for the election of directors, or
(2) the merger of the Parent Company into another entity such that
the Parent Company is not the surviving entity, or
(3) the consolidation of the Parent Company with another entity, or
the acquisition of substantially all of the assets of the Parent
Company by another entity, or
(4) the appointment of a conservator, receiver or administrator to
manage the affairs of the Parent Company, or
(5) the Parent Company ceasing to be publicly held.
F. Costs, Charges and Expenses means reasonable and necessary legal fees
and expenses incurred by the Directors and Officers in defense and
investigation of any Claim and cost of attachment or similar bonds but
shall not include:
(1) salaries, wages, overhead or benefit expenses associated with
officers or employees of the Company, or
(2) any amounts incurred in defense of any Claim for which any other
insurer has a duty to defend and is so defending.
G. Directors and Officers means all persons who were, now are, or shall
be
(1) a) directors or officers of the Company
b) general managers, area general managers and group general
managers of the Company.
or their equivalent in countries where not so titled including
their estates, heirs, legal representatives or assigns in the
event of their death, incapacity or bankruptcy.
(2) the lawful spouse of a director or officer, but only to the
extent such person is a party of any Claim solely in his or her
capacity as spouse of any director or officer of the Company and
only for the purposes of any Claim seeking damages recoverable
from marital community property, property jointly held by the
director
or officer and spouse, or property transferred from the director
of officer to the spouse.
H. Interrelated Wrongful Acts means Wrongful Acts which have as a common
nexus any fact, circumstance, situation, event, transaction or series
of facts, circumstances, situations, events or transactions.
I. Loss means damages, settlements and Costs, Charges and Expenses
incurred by any of the Directors and Officers, but shall not include:
(1) punitive or exemplary damages or that portion of any multiplied
damages award which exceeds the amount multiplied;
(2) taxes, criminal or civil fines or penalties imposed by law; or
(3) matters deemed uninsurable under the law pursuant to which this
Policy shall be construed.
J. Optional Extension Period means the period described in Clause VIII.A.
K. Parent Company means the entity named in item A. of the Declarations.
L. Policy Period means the period from the effective date and hour of
this Policy to the Policy expiration date and hour as set forth in
item B. of the Declarations, or its earlier cancellation date and
hour, if any,or the end of the Optional Extension Period, if
purchased.
M. Subsidiary means any corporate entity while more that 50% of the
outstanding securities representing the present right to vote for the
election of such entity's directors are owned by the Parent Company
directly or indirectly, if such entity:
(1) was so owned prior to the inception date of this Policy and was
insured under a policy of which this Policy is a renewal; or
(2) was so owned on the inception date of this Policy and is named in
the Application; or
(3) becomes so owned after the inception date of this Policy provided
the assets of the entity do not exceed 20% of the consolidated
assets of the Company as set forth in item I. of the Declarations;
or
(4) becomes so owned after the inception date of this Policy provided
that if the assets of the entity exceed 20% of the consolidated
assets of the Company as set forth in item I of the Declarations
the provisions of Clause VII.B. must be fulfilled.
N. Wrongful Act means any actual or alleged error, omission,
misstatement, misleading statement, neglect, breach of duty or
negligent act by any of the Directors and Officers, while acting
solely in their capacity as
(1) a director or officer of the Company.
(2) a director of officer or trustee of
a) Boston Municipal Research Bureau
Greater Boston Chamber of Commerce
Greater Boston Legal Services Corporation Massachusetts
Taxpayers Foundation
New England Legal Foundation
Park Street Corporation
World Affairs Council Boston
but only in the case of Mr. Joseph E. Mullaney,
b) Massachusetts Business Roundtable
Massachusetts Mutual Life Insurance Co
Polaroid Corporation
Repligen Corporation
University Hospital
The Square D Company
but only in the case of Mr. Alfred M. Zeien.
(3) solely for the purposes of the coverage provided through Insuring
Clause 1A a director or officer or trustee of
Bank of Boston Corporation
First National Bank of Boston
Raytheon Corporation
but only in the case of Mr. Alfred M. Zeien.
or any matter claimed against him solely by reason of his serving in
such insured capacity.
III. EXCLUSIONS
Underwriters shall not be liable to make any payment in connection with any
Claim:
A. for actual or alleged bodily injury, sickness, disease, death, false
arrest, false imprisonment, assault, battery, invasion of privacy, or
damage to or destruction of tangible property (including loss of use
thereof); and,
except to the extent a Claim is made for wrongful termination of
employment, wrongful discharge, retaliatory discharge, discrimination
on the basis of age or gender or race or religion or handicap or
national origin, reverse discrimination or wrongful interference with
expectation of continued employment, libel, slander, defamation,
mental anguish and emotional distress.
B. based upon, arising out of, directly or indirectly resulting from or
in consequence of, or in any way involving:
(1) any Wrongful Act or any fact, circumstance or situation which has
been the subject of any notice given prior to the Policy Period
under any Directors and Officers Liability Policy, or
(2) any other Wrongful Act whenever occurring, which together with a
Wrongful Act which has been the subject of such notice, would
constitute Interrelated Wrongful Acts;
C. to the extent it is insured under any other existing valid policy,
whether such insurance is stated to be primary, contributory, excess,
contingent or otherwise and regardless of whether or not any Loss in
connection with such Claim is collectible or recoverable under such
other policy unless such other policy is written only as specific
excess insurance over this Policy; provided, however, this exclusion
shall not apply to the amount of Loss which is in excess of the amount
of any deductible and the limit of liability of such other policy
where such Claim is otherwise covered by this Policy;
D. based upon, arising out of, directly or indirectly resulting from or
in consequence of, or in any way involving, actual or alleged seepage,
pollution or contamination of any kind;
E. for violation of the Employee Retirement Income Security Act of 1974
as amended (or any regulations promulgated thereunder) or similar
provisions of any federal, state or local statutory or common law in
connection with any employment benefit or welfare plan(s) subject to
ERISA and sponsored by the Company;
F. by, on behalf of, or at the direction of any of the Assureds, except
and to the extent such Claim
a) is brought derivatively by a security holder of the Company who,
when such Claim is first made, is acting independently of all of
the Assureds, or
b) alleges wrongful termination of employment, wrongful discharge,
retaliatory discharge, discrimination on the basis of age or
gender or race or religion or handicap or national origin,
reverse discrimination or wrongful interference with expectation
of continued employment.
c) is brought or maintained by one of the Directors and Officers for
contribution or indemnity, if the Claim directly results from
another Claim covered under this Policy.
G. brought about or contributed to in fact by any dishonest, fraudulent
or criminal act or omission, or any personal profit or advantage
gained by any of the Directors and Officers to which they were not
legally entitled;
H. for the return by any of the Directors and Officers of any
remuneration paid to them without the previous approval of the
appropriate governing body of the Company, which payment without such
previous approval shall be held by the court to be in violation of the
law;
I. against any of the Directors and Officers of any Subsidiary based
upon, arising out of, directly or indirectly resulting from or in
consequence of, or in any way involving:
(1) any Wrongful Act occurring prior to the date such entity became a
Subsidiary or subsequent to the date such entity ceased to be a
Subsidiary, or
(2) any Wrongful Act occurring while such entity was a Subsidiary
which, together with a Wrongful Act occurring prior to the date
such entity became a Subsidiary would constitute interrelated
Wrongful Acts;
It is provided, however, that this Exclusion shall not apply to Parker
Pen Company.
J. based upon, arising out of, directly or indirectly, resulting from on
in consequence of, or in any way involving, any Wrongful Act actually
or allegedly committed subsequent to a Corporate Takeover;
K. based upon, arising out of, directly or indirectly resulting from or
in consequence of, or in any way involving, their services as
directors, officers or employees of any entity other that the Company;
provided, however, this Exclusion shall not apply to Loss resulting
from any Claim to the extent that,
(1) coverage is provided by virtue of Clause II DEFINITION N. and
(2) such loss is excess of any indemnification actually made by any
outside entity or any of its insurers.
No Wrongful Act shall be imputed to any other person for the purpose of
determining the applicability of Exclusions G. and H.
IV. LIMIT OF LIABILITY AND RETENTIONS
A. Underwriters shall be liable to pay the percentage of Loss set forth in
Item E. of the Declarations in excess of the amount of the applicable
Retention up to the Limit of Liability, it being warranted that the
remaining percentage of Loss shall be uninsured.
B. The amount shown in Item C. of the Declarations shall be the maximum
aggregate Limit of Liability of Underwriters under the Policy.
C. More than one Claim involving the same Wrongful Act or Interrelated
Wrongful Acts shall be deemed to constitute a single Claim and shall be
deemed to have been made at the earliest of the following times:
(1) the time at which the earliest Claim involving the same Wrongful
Act or Interrelated Wrongful Acts is first made, or
(2) the time at which the Claim involving the same Wrongfull Act or
Interrelated Wrongful Acts shall be deemed to have been made
pursuant to Clause VI.B.
D. In the event a Claim is covered in part under both Insuring Clauses
I.A. and I.B. the Retentions set forth in Item D. of the Declarations
shall be applied separately to that part of the Loss resulting from
such Claim covered by each Insuring Clause. The sum of the Retentions
so applied shall constitute the Retention applicable to such Claim. The
total Retention as finally determined shall in no event exceed the
Retention applicable to Insuring Clause I.B.
E. The Retention applicable to Insuring Clause I.B. shall apply to Loss
resulting from any Claim if indemnification by the Company is required
by law or is legally permissible to the fullest extent permitted by law,
regardless of whether or not actual indemnification is made, unless the
Company is unable to make such actual indemnification by reason of its
insolvency.
F. Payments of Loss by Underwriters shall reduce the Limit of Liability.
G. Underwriters shall reimburse Loss pursuant to Insuring Clause I.B. only
upon the final disposition of any Claim. Underwriters shall pay Costs,
Charges and Expenses pursuant to Insuring Clause I.A. no more than once
every 90 days.
V. SETTLEMENTS AND DEFENSE
A. No settlements shall be made and no Costs, Charges and Expenses shall
be incurred without Underwriters' consent, such consent not to be
unreasonably withheld.
B. It shall be the duty of the Directors and Officers and not the duty of
Underwriters to defend Claims.
VI. Notification
A. The Assureds shall, as a condition precedent to their rights to
payment under this Policy, give to Underwriters notice in writing of
any Claim as soon as practicable but in no event later than 60 days
after the end of the Policy Period.
B. If during the Policy Period the Assureds first become aware of a
specific Wrongful Act, and if the Assureds during the Policy Period
give written notice to Underwriters of:
(1) the specific Wrongful Act, and
(2) the consequences which have resulted or may result therefrom, and
(3) the circumstances by which the Assureds first became aware
thereof,
then any Claim made subsequently arising out such Wrongful Act shall
be deemed for the purposes of this Policy to have been made at the
time such notice was first given.
C. Notice to Underwriters provided for in Clause VI. shall be given to
the firm shown under Item H. of the Declarations.
VII. General Conditions
A. Warranty Clause
It is warranted that the particulars and statements contained in the
Application, a copy of which is attached hereto, are the basis of this
Policy and are to be considered as incorporated into and constituting
a part of this Policy.
By acceptance of this Policy the Assureds agree:
(1) that the statements in the Application are their representations
that they shall be deemed material to the acceptance of the risk
or the hazard assumed by Underwriters under this Policy and that
this Policy is issued in reliance upon the truth of such
representations;
(2) that in the event that the Application contains
misrepresentations made with the actual intent to deceive, which
materially affect
either the acceptance of the risk or the hazard assumed by
Underwriters under this Policy, this Policy in its entirety shall
be void and of no effect whatsoever, and
(3) that this Policy shall be deemed to be a single unitary contract
and a not severable contract of insurance or a series of
individual contracts of insurance with each of the Assureds.
B. Adjustment Clause
(1) This Policy is issued and the premium computed on the basis of
the information submitted to Underwriters as part of the
Application. In the event the Company acquires any other entity
or acquires substantially all of the assets of another entity, or
merges with another entity such that the Company is the surviving
entity, and such acquisition or merger involves assets that
exceed 20% of the consolidated assets of the Company as set forth
in Item I of the coverage declarations, or creates or acquires a
Subsidiary as defined in clause II.M. (4) after the inception of
this Policy, no coverage shall be afforded for any Loss in any
way involving the assets acquired or the assets, liabilities,
directors or employees of the entity acquired or merged with, or
such Subsidiary unless:
(a) written notice of such transaction or event is given to
Underwriters by the Parent Company, and
(b) the Parent Company provides Underwriters with such
information in connection therewith as Underwriters may deem
necessary, and
(c) the Assureds accept any special terms, conditions,
exclusions or additional premium charge as may be required
by Underwriters, and
(d) Underwriters, at their sole discretion, agree to provide
such coverage.
(2) In the event any entity ceased to be a Subsidiary as defined
herein after the inception date of this Policy, or of any policy
of which this Policy is a renewal or replacement, this Policy,
subject to its terms shall continue to apply to any of the
Directors and Officers who were directors or officers of such
Subsidiary with respect to Claims first made during the Policy
Period for Wrongful Acts committed or allegedly committed prior
to the time such entity ceased to be a Subsidiary.
C. Cancellation Clause
(1) By acceptance of this Policy, the Assureds hereby confer the
exclusive power and authority to cancel this Policy on their
behalf to the Parent Company. Such entity may cancel this Policy
by surrender thereof to Underwriters, or by mailing to
Underwriters written notice stating when thereafter such
cancellation shall be effective. The mailing of such notice shall
be sufficient notice and the effective date of cancellation
stated in the notice shall become the end of the Policy Period.
Delivery of such written notice shall be equivalent to mailing.
(2) This Policy may be cancelled by Underwriters by mailing to the
Parent Company written notice stating when, not less than 90 days
thereafter, such cancellation shall be effective. The mailing of
such notice shall be sufficient notice and the effective date of
cancellation stated in the notice shall become the end of the
Policy Period. Delivery of such written notice by Underwriters
shall be equivalent to mailing. If the foregoing notice period is
in conflict with any governing law or regulation, then such
period shall be amended to afford the minimum notice period
permitted thereunder.
(3) If this Policy is cancelled pursuant to (1) hereinabove,
Underwriters shall retain the customary short rate proportion of
the premium hereon. If this Policy is cancelled pursuant to (2)
hereinabove, Underwriters shall retain the pro rata proportion of
the premium hereon. Payment or tender of any unearned premium by
Underwriters shall not be a condition precedent to the
effectiveness of cancellation.
D. Company Authorization Clause
By acceptance of this Policy the Assureds agree that the Parent
Company will act on their behalf with respect to the giving of all
notices to Underwriters, the receiving of notices from Underwriters,
the payment of the premium and the receipt of any return premium.
VIII. OPTIONAL EXTENSION PERIOD
A. If this Policy is cancelled pursuant to Clause VII.C.(2) or if
Underwriters refuse to renew this Policy for reasons other than non-
payment of premium or non-compliance with the terms and conditions of
this Policy, then the Parent Company shall have the right, upon
payment of an additional premium calculated at that percentage shown
in Item G. (1) of the Declarations of the total premium for this
Policy, to an extension of the coverage granted by this Policy with
respect to any Claim first made during the period of time set forth in
Item G. (2) of the
Declarations after the effective date of such cancellation or, in the
event of such refusal to renew, after the Policy expiration date, but
only with respect to any Wrongful Act committed before such date.
B. The quotation of a different premium, retention or limit of liability
for renewal does not constitute a cancellation or refusal to renew for
the purposes of this provision.
C. As a condition precedent to the right to purchase the Optional
Extension Period, the total premium for this Policy must have been
paid. The right to purchase the Optional Extension Period shall
terminate unless written notice together with full payment of the
premium for the Optional Extension Period is given to Underwriters
within 30 days after the effective date of cancellation, or, in the
event of a refusal to renew, within 30 days after the Policy
expiration date. If such notice and premium payment is not so given to
Underwriters, there shall be no right to purchase the Optional
Extension Period.
D. In the event of the purchase of the Optional Extension Period, the
entire premium therefor shall be deemed earned at its commencement.
E. In the event the Optional Extension Period is purchased it shall
terminate forthwith on the effective date of any contract of insurance
or indemnity which replaces the coverage afforded by this Policy
through the Optional Extension Period either in whole or in part, and
in the event the Optional Extension Period is so terminated,
Underwriters shall refund pro rata any unearned premium for the
unexpired period of such extension.
F. The exercise of the Optional Extension Period shall not in any way
increase the Limit of Liability of Underwriters.
IX. ASSISTANCE, COOPERATION AND SUBROGATION
The Assureds agree to provide Underwriters with such information,
assistance and cooperation as Underwriters or their counsel may reasonable
request and they further agree that they shall not take any action which
in any way increases Underwriters' exposure under this Policy.
In the event of any payments under this Policy, Underwriters shall be
subrogated to the Assureds' rights of recovery therefor against any person
or entity. The Assureds shall execute all papers required and shall do
everything that may be necessary to secure and preserve such rights
including the execution of such documents as are necessary to enable
Underwriters effectively to bring suit in their name, and shall provide all
other assistance and cooperation which Underwriters may reasonably require.
X. ASSIGNMENTS AND ACTION AGAINST UNDERWRITERS
No action shall lie against Underwriters unless, as a condition precedent
thereto, the Assureds shall have fully complied with all of the terms of
this Policy, nor until the amount of the Assureds obligation to pay shall
have been fully and finally determined either by judgement against them or
by written agreement between them, the claimant and Underwriters. Nothing
contained herein shall give any person or organization any right to join
Underwriters as a party to any Claim against the Assureds to determine
their liability, nor shall Underwriters be impleaded by the Assureds of
their legal representative in any Claim. Assignment of interest under this
Policy shall not bind Underwriters unless their consent is endorsed hereon.
XI. ENTIRE AGREEMENT
By acceptance of this Policy, the Assureds agree that this Policy embodies
all agreements existing between them and Underwriters or any of their
agents relating to this insurance. Notice to any agent or knowledge
possessed by any agent or other person acting on behalf of Underwriters
shall not effect a waiver or a change in any part of this Policy or estop
Underwriters from asserting any right under the terms of this Policy, nor
shall the terms be waived or changed except by written endorsement or rider
issued by Underwriters to form a part of this Policy.
XII. SERVICE OF SUIT
It is agreed that in the event of the failure of the Underwriters hereon to
pay any amount claimed to be due hereunder, the Underwriters hereon at the
request of the insured (or Reinsured), will submit to the jurisdiction of a
Court or competent jurisdiction within the United States. Nothing in this
Clause constitutes or should be understood to constitute a waiver of
Underwriters' rights to commence an action in any court of competent
jurisdiction in the United States, to remove an action to a United States
District court, or to seek a transfer of a case to another court as
permitted by the laws of the United States or of any State in the United
States. It is further agreed that service of process in such suit may be
made upon Mendes & Mount, 750 Seventh Avenue, New York, New York 10019-
6829, and that in such suit instituted against any one of them upon this
contract. Underwriters will abide by the final decision of such court or of
any Appellate Court in the event of an appeal.
The above-named are authorized and directed to accept service of process on
behalf of Underwriters in any such suit and/or upon the request of the
Insured (or Reinsured) to give a written undertaking to the Insured (or
Reinsured) that they will enter a general appearance upon Underwriters'
behalf in the event such a suit shall be instituted.
Further, pursuant to the statute of any state, territory or district of the
United States which makes provision therefore, Underwriters hereon hereby
designate the Superintendent, Commissioner or Director of Insurance or
other officer specified for that purpose in the statute, or his successor
or successors in office, as their true and lawful attorney upon whom may be
served any lawful process in any action, suit or proceeding instituted by
or on behalf of the Insured (or Reinsured) or any beneficiary hereunder
arising out of this contract of insurance (or reinsurance), and hereby
designate the above-named as the person to whom the said officer is
authorized to mail such process or a true copy thereof.
U.S.A.
- ------
NUCLEAR INCIDENT EXCLUSION CLAUSE - LIABILITY - DIRECT (BROAD)
(Approved by Lloyd's Underwriters' Non-Marine Association)
For attachment to insurances of the following classifications in the U.S.A., its
Territories and Possessions, Puerto Rico and the Canal Zone:-
Owners, Landlords and Tenants Liability, Contractual Liability, Elevator
Liability, Owners or Contractors (including railroad) Protective Liability,
Manufacturers and Contractors Liability, Product Liability, Professional
and Malpractice Liability, storekeepers Liability, Garage Liability,
Automobile Liability (including Massachusetts Motor Vehicle or Garage
Liability),
not being insurances of the classifications to which the Nuclear Incident
Exclusion Clause - Liability - Direct (Limited) applies.
This Policy*
- -----------
does not apply:-
1. Under any Liability Coverage, to injury, sickness, disease, death or
destruction
(a) with respect to which an insured under the policy 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 limit of liability; or
(b) resulting from the hazardous properties of nuclear material and with
respect to which (1) any person or organization is required to
maintain financial protection pursuant to the Atomic Energy Act of
1954, or any law amendatory thereof, or (2) the insured is, or had
this policy not been issued would be, entitled to indemnity from the
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. Under any Medical Payments Coverage, or under any Supplementary Payments
Provision relating to immediate medical or surgical relief, to 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.
3. Under any Liability Coverage, to injury, sickness, disease, death or
destruction resulting from the hazardous properties of nuclear material, if
(a) the nuclear material (1) is at any nuclear facility owned by, or
operated by or on behalf of, an insured or (2) has been discharged or
dispersed therefrom;
(b) the nuclear material is contained in spent fuel or waste at any time
possessed, handled, used, processed, stored, transported or disposed
of by or on behalf of an insured; or
(c) the injury, sickness, disease, death or destruction arises out of the
furnishing by an insured of services, materials, parts or equipment in
connection with the planning, construction, maintenance, operation or
use of any nuclear facility, but if such facility is located within
the United States of America, its territories or possessions or
Canada, this exclusion (c) applies only to injury to or destruction of
property at such nuclear facility.
4. As used in this endorsement:
"hazardous properties" include radioactive, toxic or explosive properties;
"nuclear material" means source material, special nuclear material or
byproduct material; "source material", "special nuclear material", and
"byproduct material" have the meanings given them in the Atomic Energy Act
1954 or in any 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 (1)
containing byproduct material and (2) resulting from the operation by any
person or organization of any nuclear facility included within the
definition of nuclear facility under paragraph (a) or (b) thereof; "nuclear
facility" means
(a) any nuclear reactor,
(b) any equipment or device designed or used for (1) separating the
isotopes of uranium or plutonium, (2) processing or utilizing spent
fuel, or (3) handling, processing or packaging waste,
(c) 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 the premises where
such equipment or device is located consists of or contains more than
25 grams of plutonium or uranium 233 or any combination thereof, or
more than 250 grams of uranium 235,
(d) any structure, basin, excavation, premises or place prepared or used
for the storage or disposal of waste,
and includes the site on which any of the foregoing is located, all
operations conducted on such site and all premises used for such
operations; "nuclear reactor" means any appparatus designed or used to
sustain nuclear fission in a self-supporting chain reaction or to contain a
critical mass of fissionable material.
With respect to injury to or destruction of property, the word "injury" or
"destruction" includes all forms of radioactive contamination of property.
It is understood and agreed that, except as specifically provided in the
foregoing to the contrary, this clause is subject to the terms, exclusions,
conditions and limitations of the Policy to which it is attached.
*NOTE:-As respects policies which afford liability coverages and other forms of
coverage in addition, the words underlined should be amended to designate the
liability coverage to which this clause is to apply.
17/3/60
N.M.A. 1256
U.S.A.
- ------
RADIOACTIVE CONTAMINATION EXCLUSION CLAUSE - LIABILITY - DIRECT
(Approved by Lloyd's Underwriters' Non-Marine Association)
For attachment (in addition to the appropriate Nuclear Incident Exclusion
Clause - Liability - Direct) to liability insurances affording worldwide
coverage.
In relation to liability arising outside the U.S.A. its Territories or
Possessions, Puerto Rico or the Canal Zone, this Policy does not cover any
liability of whatsoever nature directly or indirectly caused by or contributed
to by or arising from ionising radiations or contamination by radioactivity from
any nuclear fuel or from any nuclear waste from the combustion of nuclear fuel.
13/2/64
N.M.A. 1477
LINES CLAUSE
This Insurance, being signed for 90.00%, of 100% insures only that proportion of
---
any loss, whether total or partial, including but not limited to that proportion
of associated expenses, if any, to the extent and in the manner provided in this
Insurance.
The percentages signed in the Table are percentages of 100% of the amount(s) of
---
insurance stated herein.
N.M.A. 2419
SEVERAL LIABILITY NOTICE
The subscribing insurers' obligations under policies to which they subscribe are
several and not joint and are limited solely to the extent of their individual
subscriptions. The subscribing insurers are not responsible for the subscription
of any co-subscribing insurer who for any reason does not satisfy all or part of
its obligations.
LSW 1001
(THIS IS AN APPLICATION FOR A CLAIMS MADE POLICY)
RENEWAL APPLICATION
FOR
DIRECTORS' AND OFFICERS' AND COMPANY REIMBURSEMENT INDEMNITY POLICY
NOTICE: THE POLICY FOR WHICH APPLICATION IS MADE (THE "POLICY"), SUBJECT TO ITS
TERMS, APPLIES ONLY TO ANY "CLAIM" (AS DEFINED IN THE POLICY) MADE AGAINST THE
DIRECTORS AND OFFICERS DURING THE POLICY PERIOD. THE LIMIT OF LIABILITY
AVAILABLE TO PAY DAMAGES OR SETTLEMENTS SHALL BE REDUCED AND MAY BE EXHAUSTED BY
AMOUNTS INCURRED AS "COSTS, CHARGES, AND EXPENSES" ("AS DEFINED IN THE POLICY")
AND "COSTS, CHARGES, AND EXPENSES" SHALL BE APPLIED TO THE RETENTIONS. THE
POLICY DOES NOT PROVIDE FOR ANY DUTY BY UNDERWRITERS TO DEFEND THOSE INSURED
UNDER THE POLICY.
- --------------------------------------------------------------------------------
GENERAL INSTRUCTIONS FOR COMPLETING THIS APPLICATION:
1. Please type or print in ink.
2. Please read carefully and answer all questions. If a question is not
---
applicable, so state. If space is insufficient to answer any question
fully, attach a separate sheet.
3. The original Renewal Application must be submitted.
4. The Chairman of the Board or the President must sign and date this Renewal
Application.
-1-
5. This Renewal Application and all exhibits shall be held in confidence.
6. Please read the Policy for which application is made (the "Policy") prior
to completing this Renewal Application.
7. The terms as used herein shall have the meaning stated in Paragraph II,
Definitions, of the Policy.
- --------------------------------------------------------------------------------
1. Name of Parent Company The Gillette Company
----------------------------------------------------
Address Prudential Tower Building
-------------------------------------------------------------------
(Number) (Street)
Boston MA 02199-3799
----------------------------------------------------------------
(City) (State) (Zip Code)
2. The Parent Company has continuously been in business since
/ 1901
-----------------------
(Month) (Year)
3. The Parent Company has continually paid cash dividends on its:
(a) Common Stock since 1905 (b) Preferred Stock
------------
since 12/31/90 (Series C).
---------------------------------------
-2-
4. Complete the following in respect of all classes of shares issued by the
Parent Company: as of 03/01/94.
1 2 3 4
-- -- -- --
Series C
Class of shares Common Preferred
------ ----- --------- -----
Number of shares outstanding 220,979,835 164,216
----------- ----- ------- -----
Number of shares owned by
Directors (directly and/or
beneficially) 24,449,189 18
----------- ----- ------- -----
Number of shares owned by
Executive Officers who are not
directors (directly and/or
beneficially) 235,195 77
----------- ----- ------- -----
5. (a) Total number of wholly owned Subsidiaries as of March 1, 1994:
Domestic 58 Foreign 175
-------- --------
List all such Subsidiaries for which coverage is requested and the
date created or acquired:
--------------------------------------------
1) Coverage requested for all subsidiaries - see December 15, 1993
---------------------------------------------------------------------
listing attached;
----------------------------------------------------------------------
2) Coverage requested for all unincorporated divisions of the listed
----------------------------------------------------------------------
subsidiaries.
----------------------------------------------------------------------
----------------------------------------------------------------------
----------------------------------------------------------------------
(b) Total number of controlled Subsidiaries (more than 50% but less than
100% owned) as of March 1, 1994:
Domestic 0 Foreign 8
-------- --------
-3-
5. (c) List all such Subsidiaries for which coverage is requested and the
date created or acquired:
-----------------------------------------
Coverage requested for all - details on attached listing dated
------------------------------------------------------------------
April 5, 1994, including the following subsidiaries in which
------------------------------------------------------------------
The Gillette Company has an interest of 50% or less:
------------------------------------------------------------------
Intermaghreb (80% of 51% through Gillette Interlame S.A.)
------------------------------------------------------------------
Shenmei Daily Use Products Limited Company (50%)
------------------------------------------------------------------
------------------------------------------------------------------
6. (a) Does any person or entity (other than the Company) own 10% or more of
any entity described in 5.(b) above?
Yes X No
----- -----
If yes, give details: (as of March 15, 1994)
Societe Matron 12% Gillette Morocco
Shanghai Razor Blade
Factory 30% Gillette (Shanghai) Limited
House of Poddar 19.9% Indian Shaving Products
Societe Matron 29% Intermaghreb
Professeur M. Benomar 20% Intermaghreb
National Investment Trust 23.25% Interpak Shaving Products
E. Trismitro 25% P.T. Gillette Indonesia
Leninets 35% Petersburg Products
International
Shenyang Daily Use
Metal Industry Co. 50% Shenmei Daily Use Products
Limited Company
(b) Does any person or entity own 10% or more of any class of shares
issued by the Parent Company?
Yes X No
----- -----
If yes, give details:
------------------------------------------------
Berkshire Hathaway, Inc., 1440 Kiewit Plaza, Omaha, Nebraska,
---------------------------------------------------------------------
beneficially owns 24,000,000 shares of the company's common stock
---------------------------------------------------------------------
(10.9% of the outstanding common stock of the Company). The Gillette
---------------------------------------------------------------------
Company's 1990 Employee Stock Ownership Plan owns 100% of the
---------------------------------------------------------------------
outstanding shares of the company's Series C cumulative convertible
---------------------------------------------------------------------
preferred stock.
---------------------------------------------------------------------
-4-
7. (a) Complete the following for each of the Parent Company's last four
fiscal years (use consolidated figures):
($ Millions)
Year 1993 1992 1991 1990
---- ---- ---- ----
Total Consolidated Assets 5,102.3 4,189.9 $3,886.7 3,671.3
------- ------- ------- -------
Current Assets 2,528.0 2,336.2 2,177.8 2,093.5
------- ------- ------- -------
Current Liabilities 1,760.3 1,560.8 1,484.6 1,307.9
------- ------- ------- -------
Shareholders Equity 1,479.0 1,496.4 1,157.1 265.4
------- ------- ------- -------
Net Income 288.3 513.4 427.4 367.9
------- ------- ------- -------
Net Income Per Share 1.29 2.32 1.94 1.60
------- ------- ------- -------
Dividends Per Share .84 .72 .62 .54
------- ------- ------- -------
Sales/Revenues 5,410.8 5,162.8 4,683.9 4,344.6
------- ------- ------- -------
Long Term Debt 840.1 554.2 742.2 1,045.7
------- ------- ------- -------
Short Term Debt 917.0 475.8 460.0 370.3
------- ------- ------- -------
(b) Has the Company at any time over the last five years been in breach of
any of its debts covenants or loan agreements?
Yes No X
------ ------
8. Has the Company at any time over the last five years been involved in any
policy dispute with any of its insurers (on any class of business)?
Yes X No
------ ------
If yes, give details: Commercial Union Insurance Company over coverage
--------------------------------------------------
for CERCLA liability arising out of two Superfund sites. The matter was
-----------------------------------------------------------------------
settled without litigation.
-----------------------------------------------------------------------
-----------------------------------------------------------------------
-----------------------------------------------------------------------
-5-
9. Give details of the Company's current directors' and officers' insurance:
(1) (2) (3) (4) (5)
Insurer: Lloyds London Cos. Aetna C&S CODA ACE
----------------------------------------------------------------
Limit: $10,000,000 $10,000,000 $20,000,000 $20,000,000 $10,000,000
----------------------------------------------------------------
Period: 6/1/93-4 6/1/93-4 6/1/93-4 06/01/93-6/01/96 6/01/93-4
----------------------------------------------------------------
Retention: $1,000,000 Corporate Reimbursement
----------------------------------------------------------------
Annual
Premium: $476,303 $179,546 $300,000 $140,000 $155,000
----------------------------------------------------------------
10. (a) Has the Company under consideration at the present time or does it
contemplate any acquisitions, tender offers or mergers?
Yes No X
------ ------
If yes, give details: None that have been publicly disclosed.
-------------------------------------------------
----------------------------------------------------------------------
----------------------------------------------------------------------
----------------------------------------------------------------------
----------------------------------------------------------------------
(b) Complete the following for all acquisitions made over the last five
years which have increased the total assets of the Company by 5% or
more:
Asset
Entity Date Value at Purchase Method of
Acquired Acquired Date Acquired Price Payment
Parker Pen May 7, 1993 (Book Value Borrowing
----------- ----------- ------------ --------- ------------
Holdings (Approx.) See Page 5
----------- ----------- ------------ --------- ------------
Limited $220,000,000 $450,000,000 of 09/30/93
----------- ----------- ------------ ------------ ------------
10Q
----------- ----------- ------------ --------- ------------
-6-
11. Has the Company ever repurchased its own shares at a price in excess of the
market value at the time?
Yes No
----- -----
If yes, give details: Please refer to previous Applications.
------------------------------------------------
---------------------------------------------------------------------
---------------------------------------------------------------------
---------------------------------------------------------------------
---------------------------------------------------------------------
12. Has the Company at any time over the last five years changed its
accountants or external general counsel?
Yes No X
----- -----
If yes, give details including reasons for changes:
------------------
---------------------------------------------------------------------
---------------------------------------------------------------------
---------------------------------------------------------------------
---------------------------------------------------------------------
13. Has the Company:
(a) filed within the past 18 months or contemplated filing within the next
12 months any registration statement with the Securities and Exchange
Commission for a public offering of securities?
Yes X No
----- -----
If yes, furnish copy of prospectus.
See Forms S-3 and Form S-8.
-7-
(b) issued within the past 18 months or contemplated issuing within the
next 12 months any share (common or otherwise)?
Yes X No
----- -----
If yes, give details: See Form S-8.
------------------------------------------------
---------------------------------------------------------------------
---------------------------------------------------------------------
---------------------------------------------------------------------
---------------------------------------------------------------------
14. The following officer of the Parent Company is designated to receive any
and all notices from Underwriters of their authoized representative(s)
concerning this insurance:
------------------------------------------
Lloyd B. Swaim, Vice President and Treasurer
---------------------------------------------------------------------
---------------------------------------------------------------------
15. List the date at the end of each of the last eight calendar quarters and
the corresponding closing price for shares of the Parent Company's common
stock:
DATE PRICE
---- -----
06/30/92 47 5/8
-------- ------
09/30/92 57 3/8
-------- ------
12/31/92 56 7/8
-------- ------
03/31/93 60 1/2
-------- ------
06/30/93 55 1/8
-------- ------
09/30/93 57 1/2
-------- ------
12/31/93 59 5/8
-------- ------
03/31/94 63 1/4
-------- ------
-8-
16. Have any filings been made concerning the Company pursuant to
Section 13.(d) of the Securities Exchange Act of 1934 during the last two
years?
Yes No X
----- -----
17. Has the Company made any filing pursuant to Section 13.(d) of the
Securities Exchange Act of 1934 during the last two years?
Yes No X
----- -----
If yes, attach a copy of each such filing.
18. What percentage of the Parent Company's common stock was sold and purchased
during the last 12 months? 59% For the year ended December 31, 1993
------------------------------------------------
19. The Company has not been involved in or had any knowledge of any pending
anti-trust, price-fixing, tax, copyright, patent litigation or governmental
regulatory or administrative proceedings since the date of the previous
application except as follows (if answer is none, so state):
1) Antitrust: Suit brought by Scripto-Tokai Corporation related to a patent
---------------------------------------------------------------------------
infringement suit brought by the Company against Scripto-Tokai
---------------------------------------------------------------------------
Corporation alleging among other things, monopolization of erasable ink
---------------------------------------------------------------------------
pen market by obtaining and defending patents for erasable ink pens.
---------------------------------------------------------------------------
2) Patents: None other than previously noted.
---------------------------------------------------------------------------
---------------------------------------------------------------------------
---------------------------------------------------------------------------
-9-
20. It is agreed that this Renewal Application is supplemental to
Application(s) for all policies of which the Policy would be a renewal, and
that such Application(s), together with the Renewal Application and any
materials submitted herewith (which shall be retained on file by
Underwriters and shall be deemed attached hereto, as if physically attached
hereto) constitute the complete Application which shall be the basis of the
Policy and will be attached to and become part of the Policy.
21. It is agreed that in the event there is any material change in the answers
to the questions contained herein prior to the effective date of the
Policy, the applicant will notify Underwriters and, at the sole discretion
of Underwriters, any outstanding quotations may be modified or withdrawn.
22. Attached and made a part of the Renewal Application by reference are the
following materials regarding the Parent Company: (a) two copies of the
Last Annual Report to Stockholders (b) two certified copies of the
provisions of the Charter or By-Laws covering Indemnification of Directors
and Officers, and (c) two copies of the Notice to Stockholders and the
Proxy Statement for either the last or the next annual meeting.
Underwriters are hereby authorized to make any investigation and inquiry in
connection with this Renewal Application as they may deem necessary.
23. The undersigned declares that to the best of his/her knowledge the
statements herein are true. Signing of this Renewal Application does not
bind the undersigned to complete the insurance, but it is agreed that this
Renewal Application, shall be the basis of the contract should a Policy be
issued, and this Renewal Application will be attached to and become a part
of such Policy, if issued. Underwriters are hereby authorized to make any
investigation and inquiry in connection with this Renewal Application as
they may deem necessary.
-10-
Signed /s/ Alfred M. Zeien
----------------------------------
Must be Signed By
Chairman of the Board or President
of Parent Company
Capacity Chairman of the Board and
---------------------------------
Chief Executive Officer
--------------------------------
Company The Gillette Company
----------------------------------
Date June 6, 1994
-------------------------------------
Submitted by
----------------------------
(Agent)
Date
-----------------------------------
-11-
- --------------------------------------------------------------------------------
[LOGO APPEARS HERE]
The Table of Syndicates referred to on the face of this Policy follows:
- -----------------------------------------------------------------------------------------------------------
FOR LPSO USE ONLY BROKER LPSO No. & DATE FOR LPSO USE ONLY BROKER LPSO No. & DATE
27 0757 61378 30/08/94 28 0757 61378 30/08/94
- ----------------------------------------------------- -----------------------------------------------------
AMOUNT, PERCENTAGE SYNDICATE UNDERWRITER'S PAGE AMOUNT, PERCENTAGE SYNDICATE UNDERWRITER'S PAGE
OR PROPORTION REFERENCE 1 OR PROPORTION REFERENCE 2
---- ----
PERCENT PERCENT
15.0000 79 424YADB7251A 0.8505 991 0093294AA000
15.0000 839 8416BC799040 0.5443 546 TB600D94A414
10.0000 861 11A41817V02B 6.8037 1173 ALDPAA41004P
4.0000 484 XSP292D0012Q 0.6804 1003 C671C0062038
2.0000 858 XSP292D0012Q 4.0822 190 0837N01468
5.1028 1007 GC951N94A409 11.3494 1212 AC645A94AD43
2.3813 623 L0799V94ANPD
3.4018 435 25105800 THE LIST OF UNDERWRITING MEMBERS
1.3607 1047 Y0191Z94A OF LLOYDS IS NUMBERED 1994/ 8
1.3607 205 481N00242FPA
1.0206 672 C75XAE30403D
0.5103 122 CN463D94A200
1.1906 1215 426FD00546AA
1.3607 1038 RCCN03658JPL
2.0000 204 06683656401
- ----------------------------------------------------- -----------------------------------------------------
TOTAL LINE NO. OF SYND. FOR LPSO USE ONLY TOTAL LINE NO. OF SYND. FOR LPSO USE ONLY
90.0000 21 USE 1 14804
[STAMP APPEARS HERE] [STAMP APPEARS HERE]
[TO COME]
Date: 8th August 1994
Policy No: 757/FD940228
THE SCHEDULE
- --------------------------------------------------------------------------------
The Insured: THE GILLETTE COMPANY.
Premium: US$29,050.90 part of US$290,509.00
Limits of Liability: 10.00% of
US$10,000,000 in the aggregate each
policy year
Excess of:-
US$NIL/US$NIL Directors and Officers
Liability
US$1,000,000 Reimbursement Liability.
The Interest Insured: DIRECTORS AND OFFICERS LIABILITY
--------------------------------
AND REIMBURSEMENT FOR DIRECTORS
-------------------------------
AND OFFICERS LIABILITY.
-----------------------
As more fully set forth in the
co-insuring Lloyd's policy.
Period of Insurance:
From: 1st June 1994 To: 1st June 1995 both days at 12.01 a.m. Local Standard
Time and for such further period or periods as may be mutually agreed.
- --------------------------------------------------------------------------------
COINSURANCE CLAUSE
It is warranted that this Policy shall run concurrently with and be subject
to the same terms, provisions, and limitations as are contained in Policy No.
757/FD940228 issued by certain underwriting members at Lloyd's of London
covering the identical subject matter and risk.
- --------------------------------------------------------------------------------
LIRMA
Company
The Insurers Number Proportion Reference
- --------------------------------------------------------------------------------
NEW HAMPSHIRE
INSURANCE COMPANY
(PER AIG EUROPE
(UK) LIMITED) N4395 10.00% 3370020294
SEVERAL LIABILITY NOTICE
The subscribing insurers' obligations under contracts
of insurance to which they subscribe are several and
not joint and are limited solely to the extent of
their individual subscriptions. The subscribing
insurers are not responsible for the subscription of
any co-subscribing insurer who for any reason does
not satisfy all or part of its obligations.
LSW1001 08/94 (INSURANCE)
[LETTERHEAD OF LLOYD'S POLICY SIGNING OFFICE APPEARS HERE]
We, Underwriting Members of the syndicates whose definitive numbers and
proportions are shown in the Table attached hereto (hereinafter referred to as
'the Underwriters'), hereby agree, in consideration of the payment to Us
by or on behalf of the Assured of the premium specified in the Schedule, to
insure against loss, including but not limited to associated expenses
specified herein, if any, to the extent and in the manner provided in this
Policy.
The Underwriters hereby bind themselves severally and not jointly, each for his
own part and not one for another, and therefore each of the Underwriters (and
his heirs, Executors and Administrators) shall be liable only for his own share
of his syndicate's proportion of any such loss and of any such expenses. The
identity of each of the Underwriters and the amount of his share may be
ascertained by the Assured or the Assured's representative on application to
Lloyd's Policy Signing Office, quoting the Lloyd's Policy Signing Office number
and date shown in the Table.
If the Assured shall make any claim knowing the same to be false or fraudulent,
as regards amount or otherwise, this Policy shall become void and all claim
hereunder shall be forfeited.
In Witness whereof the General Manager of Lloyd's Policy Signing Office has
signed this Policy on behalf of each of Us.
[Stamp Appears LLOYD'S
Here] /s/ POLICY SIGNING
LLOYD'S POLICY SIGNING OFFICE OFFICE
General Manager EMBOSSMENT
APPEARS HERE
ON ORIGINAL
DOCUMENT
THE GILLETTE COMPANY
EXCESS
DIRECTORS AND OFFICERS AND
COMPANY REIMBURSEMENT POLICY
DOXS89 AMENDED - MANUSCRIPT FORM
DECLARATIONS
EXCESS DIRECTORS AND OFFICERS AND
COMPANY REIMBURSEMENT INDEMNITY POLICY
NOTICE: THIS POLICY SUBJECT TO ITS TERMS APPLIES TO ANY CLAIM MADE AGAINST THE
DIRECTORS AND OFFICERS DURING THE POLICY PERIOD. THE LIMIT OF LIABILITY
AVAILABLE TO PAY DAMAGES OR SETTLEMENTS SHALL BE REDUCED AND MAY BE EXHAUSTED BY
AMOUNTS INCURRED AS REASONABLE AND NECESSARY LEGAL FEES AND EXPENSES IN
DEFENDING THE DIRECTORS AND OFFICERS. THIS POLICY DOES NOT PROVIDE FOR ANY DUTY
BY UNDERWRITERS TO DEFEND THOSE INSURED HEREUNDER.
These Declarations along with the completed signed Application, including
attachments, and the Policy with Endorsements shall constitute the contract
between those insured hereunder and Underwriters.
Policy No.: 757/FD940229
Item A. Named Insured: THE GILLETTE COMPANY
Principal Address: Prudential Tower Building
Boston, MA 02199, USA.
Item B. Policy Period:
1st June 1994 to 1st June 1995 both days at 12:01 a.m. Standard
Time At The Principal Address Stated in Item A.
Item C. Limit of Liability: US$ 5,000,000 in the aggregate,
each Policy Year.
Item D. Premium: US$ 62,240.66 part of US$ 74,991.00
Item E. Notification to Underwriters pursuant to Clause V. shall be given
to Hanson and Peters, 311 South Wacker Drive, Suite 5500, Chicago,
Illinois 60606, USA.
Item F. Form numbers of endorsements attached at issuance:
NMA 1256 - Nuclear Incident Exclusion Clause
NMA 1477 - Radioactive Contamination Exclusion Clause
Item G. Primary Policy:
Primary Insurer: Lloyd's Underwriters and Companies.
Policy No: FD940228
Limits of Liability: US$ 10,000,000
Retentions/Deductibles: Nil/Nil/US$ 1,000,000
Participation/Co-Insurance: Nil
Policy Period: from 1st June 1994
to 1st June 1995
Item H. Underlying Excess Policies: Not Applicable
EXCESS DIRECTORS AND OFFICERS AND
COMPANY REIMBURSEMENT INDEMNITY POLICY
In consideration of the payment of the premium, in reliance upon the statements
in the Application attached hereto and made a part hereof, subject to the
Declarations made a part hereof and subject to all of the terms of this Policy,
Underwriters agree as follows:-
I. CONFORMANCE WITH PRIMARY POLICY
-------------------------------
Except as regards:
(1) the premium, and
(2) the amounts and limits of liability, and
(3) the subject matter of Clauses II, III, IV, V, VI and VII, and
additional endorsements as attached hereon
(4) as otherwise may be provided herein,
this Policy is subject to the same insuring clauses, definitions, terms,
conditions, exclusions and other provisions as those set forth in the Primary
Policy as described in the materials submitted to Underwriters in connection
with the application for this Policy. No changes to the Primary Policy as so
described shall be binding upon Underwriters under this Policy unless
specifically endorsed hereon.
II. DEFINITIONS
-----------
The following terms whenever used in this Policy shall have the meanings
indicated.
A. "Primary Policy" shall mean the policy identified in Item G. of the
Declarations.
B. "Underlying Policies" shall mean the policies identified in Items G.
and H. of the Declarations.
C. "Underlying Limit of Liability" shall mean the combined limits of
liability of the Underlying Policies as set forth in Item G. and H. of
the Declarations, less any reduction or exhaustion of said limits of
liability due to payment of loss under said policies.
III. MAINTENANCE OF UNDERLYING POLICIES
----------------------------------
This Policy provides excess coverage only. It is a condition precedent to
the coverage afforded under this Policy that those insured hereunder
maintain the Underlying Policies with retentions/deductibles,
participation/co-insurance and limits of liability (subject to reduction or
exhaustion as a result of loss payments), as set forth in Items G. and H.
of the Declarations. This Policy does not provide coverage
for any loss not covered by the Underlying Policies except and to the
extent that such loss is not paid under the Underlying Policies solely by
reason of the reduction or exhaustion of the Underlying Limits of Liability
through payments of loss thereunder. In the event the insurer under one or
more of the Underlying Policies fails to pay loss in connection with any
claim as a result of the insolvency, bankruptcy or liquidation of said
insurer, then those insured hereunder shall be deemed self-insured for the
amount of the limit of liability of said insurer which is not paid as a
result of such insolvency, bankruptcy or liquidation.
IV. LIMIT OF LIABILITY
------------------
A. Subject to Clause IV.B., Underwriters shall be liable to pay loss
which is in excess of
(1) The Underlying Limit of Liability plus
(2) the applicable retention or deductible under the Primary Policy
up to the Limit of Liability as shown under Item C. of the
Declarations resulting from each claim made against the directors and
officers.
B. The amount shown in Item C. of the Declarations shall be the maximum
aggregate Limit of Liability of Underwriters for all loss resulting
from all claims made against the directors and officers during the
Policy Period, together with all claims made against the directors and
officers which, in accordance with Clause IV.E. or Clause V.B., shall
be deemed to have been made during the Policy Period.
C. Underwriters shall be liable hereunder only after the insurers under
each of the Underlying Policies have paid or have been held liable to
pay the full amount of the Underlying Limit of Liability.
D. Subject to Clause IV.B., in the event of the reduction or exhaustion
of the Underlying Limit of Liability by reason of payment of loss,
this Policy shall:
(1) in the event of reduction, pay excess of the reduced limits and
(2) in the event of exhaustion, continue in force as primary
insurance; provided, however that in the case of exhaustion this
Policy shall only pay excess of the retention or deductible
applicable to the Primary Policy as set forth in Item G. of the
Declarations, which shall be applied to any subsequent loss in
the same manner as specified in this Primary Policy.
E. More than one claim involving the same wrongful act or related
wrongful acts of one or more directors and officers shall be deemed to
constitute a single claim and such single claim shall be deemed to
have been made at the earliest of the following times:
(1) the time the earliest claim involving the same wrongful act or
related wrongful acts is first made, or
(2) the time the claim involving the same wrongful act or related
wrongful acts shall be deemed to have been made pursuant to
Clause V.B., if applicable.
V. NOTIFICATION
------------
A. The Assureds shall, as a condition precedent to their rights to
payment under this Policy, give to Underwriters notice in writing of
any Claim as soon as practicable but in no event later than 60 days
after the end of the Policy Period.
B. If during the Policy Period the Assureds first become aware of a
specific Wrongful Act, and if the Assureds during the Policy Period
give written notice to Underwriters of:
(1) the specific Wrongful Act, and
(2) the consequences which have resulted or may result therefrom,
and
(3) the circumstances by which the Assureds first became aware
thereof,
then any Claim made subsequently arising out of such Wrongful Act
shall be deemed for the purposes of this Policy to have been made at
the time such notice was first given.
C. Notice to Underwriters provided for in Clause VI. shall be given to
the firm shown under Item H. of the Declarations.
VI. WARRANTY CLAUSE
---------------
It is warranted that the particulars and statements contained in the
Application, a copy of which is attached hereto, are the basis of this
Policy and are to be considered as incorporated into and constituting
a part of this Policy.
By acceptance of this Policy the Assureds agree:
(1) that the statements in the Application are their representations
that they shall be deemed material to the acceptance of the risk
or the hazard assumed by Underwriters under this Policy and that
this Policy is issued in reliance upon the truth of such
representations;
(2) that in the event that the Application contains
misrepresentations made with the actual intent to deceive, which
materially affect either the acceptance of the risk or the
hazard assumed by Underwriters
under this Policy, this Policy in its entirety shall be void and
of no effect whatsoever, and
(3) that this Policy shall be deemed to be a single unitary contract
and a not a severable contract of insurance or a series of
individual contracts of insurance with each of the Assureds.
VII. SERVICE OF SUIT
---------------
It is agreed that in the event of the failure of the Underwriters hereon to
pay any amount claimed to be due hereunder, the Underwriters hereon at the
request of the Insured (or Reinsured), will submit to the jurisdiction of a
Court or competent jurisdiction within the United States. Nothing in this
Clause constitutes or should be understood to constitute a waiver of
Underwriters' rights to commence an action in any court of competent
jurisdiction in the United States, to remove an action to a United States
District Court, or to seek a transfer of a case to another court as
permitted by the laws of the United States or of any State in the United
States. It is further agreed that service of process in such suit may be
made upon Mendes & Mount, 750 Seventh Avenue, New York, New York 10019-6829
and that in such suit instituted against any one of them upon this
contract, Underwriters will abide by the final decision of such court or of
any Appellate Court in the event of an appeal.
The above-named are authorized and directed to accept service of process on
behalf of Underwriters in any such suit and/or upon the request of the
Insured (or Reinsured) to give a written undertaking to the Insured (or
Reinsured) that they will enter a general appearance upon Underwriters'
behalf in the event such a suit shall be instituted.
Further, pursuant to the statute of any state, territory or district of the
United States which makes provision therefore, Underwriters hereon hereby
designate the Superintendent, Commissioner or Director of Insurance or
other officer specified for that purpose in the statute, or his successor
or successors in office, as their true and lawful attorney upon whom may be
served any lawful process in any action, suit or proceeding instituted by
or on behalf of the Insured (or Reinsured) or any beneficiary hereunder
arising out of this contract of insurance (or reinsurance), and hereby
designate the above-named as the person to whom the said officer is
authorized to mail such process or a true copy thereof.
U.S.A.
- ------
NUCLEAR INCIDENT EXCLUSION CLAUSE - LIABILITY - DIRECT (BROAD)
(Approved by Lloyd's Underwriters' Non-Marine Association)
For attachment to insurances of the following classifications in the U.S.A., its
Territories and Possessions, Puerto Rico and the Canal Zone:-
Owners, Landlords and Tenants Liability, Contractual Liability, Elevator
Liability, Owners or Contractors (including railroad) Protective Liability,
Manufacturers and Contractors Liability, Product Liability, Professional
and Malpractice Liability, storekeepers Liability, Garage Liability,
Automobile Liability (including Massachusetts Motor Vehicle or Garage
Liability),
not being insurances of the classifications to which the Nuclear Incident
Exclusion Clause - Liability - Direct (Limited) applies.
This Policy*
- -----------
does not apply:-
1. Under any Liability Coverage, to injury, sickness, disease, death or
destruction
(a) with respect to which an insured under the policy 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 limit of liability; or
(b) resulting from the hazardous properties of nuclear material and with
respect to which (1) any person or organization is required to
maintain financial protection pursuant to the Atomic Energy Act of
1954, or any law amendatory thereof, or (2) the insured is, or had
this policy not been issued would be, entitled to indemnity from the
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. Under any Medical Payments Coverage, or under any Supplementary Payments
Provision relating to immediate medical or surgical relief, to 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.
3. Under any Liability Coverage, to injury, sickness, disease, death or
destruction resulting from the hazardous properties of nuclear material, if
(a) the nuclear material (1) is at any nuclear facility owned by, or
operated by or on behalf of, an insured or (2) has been discharged or
dispersed therefrom;
(b) the nuclear material is contained in spent fuel or waste at any time
possessed, handled, used, processed, stored, transported or disposed
of by or on behalf of an insured; or
(c) the injury, sickness, disease, death or destruction arises out of the
furnishing by an insured of services, materials, parts or equipment
in connection with the planning, construction, maintenance, operation
or use of any nuclear facility, but if such facility is located within
the United States of America, its territories or possessions or
Canada, this exclusion (c) applies only to injury to or destruction of
property at such nuclear facility.
4. As used in this endorsement:
"hazardous properties" include radioactive, toxic or explosive properties;
"nuclear material" means source material, special nuclear material or
byproduct material; "source material"; "special nuclear material", and
"byproduct material" have the meanings given them in the Atomic Energy Act
1954 or in any 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 (1)
containing byproduct material and (2) resulting from the operation by any
person or organization or any nuclear facility included within the
definition of nuclear facility under paragraph (a) or (b) thereof; "nuclear
facility" means
(a) any nuclear reactor,
(b) any equipment or device designed or used for (1) separating the
isotopes of uranium or plutonium, (2) processing or utilizing spent
fuel, or (3) handling, processing or packaging waste,
(c) 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 the premises where
such equipment or device is located consists of or contains more than
25 grams of plutonium or uranium 233 of any combination thereof, or
more than 250 grams of uranium 235,
(d) any structure, basin, excavation, premises or place prepared or used
for the storage or disposal of waste,
and includes the site on which any of the foregoing is located, all
operations conducted on such site and all premises used for such operations;
"nuclear reactor" means any apparatus designed or used to sustain nuclear
fission in a self-supporting chain reaction or to contain a critical mass of
fissionable material.
With respect to injury to or destruction of property, the word "injury" or
"destruction" includes all forms of radioactive contamination of property. It is
understood and agreed that, except as specifically provided in the foregoing to
the contrary, this clause is subject to the terms, exclusions, conditions and
limitations of the Policy to which it is attached.
*NOTE:- As respects policies which afford liability coverages and other forms of
coverage in addition, the words underlined should be amended to designate the
liability coverage to which this clause is to apply.
17/3/60
N.M.A. 1256
U.S.A.
- ------
RADIOACTIVE CONTAMINATION EXCLUSION CLAUSE-LIABILITY-DIRECT
(Approved by Lloyd's Underwriters' Non-Marine Association)
For attachment (in addition to the appropriate Nuclear Incident Exclusion
Clause-Liability-Direct) to liability insurances affording worldwide coverage.
In relation to liability arising outside the U.S.A. its Territories or
Possessions, Puerto Rico or the Canal Zone, this Policy does not cover any
liability of whatsoever nature directly or indirectly caused by or contributed
to by or arising from ionising radiations or contamination by radioactivity from
any nuclear fuel or from any nuclear waste from the combustion of nuclear fuel.
13/2/64
N.M.A. 1477
LINES CLAUSE
This Insurance, being signed for 82.9975%, of 100% insures only that proportion
---
of any loss, whether total or partial, including but not limited to that
proportion of associated expenses, if any, to the extent and in the manner
provided in this Insurance.
The percentages signed in the Table are percentages of 100% of the amount(s) of
---
Insurance stated herein.
N.M.A. 2419
SEVERAL LIABILITY NOTICE
The subscribing insurers' obligations under policies to which they subscribe are
several and not joint and are limited solely to the extent of their individual
subscriptions. The subscribing insurers are not responsible for the subscription
of any co-subscribing insurer who for any reason does not satisfy all or part of
its obligations.
LSW 1001 (STAMP APPEARS HERE)
(THIS IS AN APPLICATION FOR A CLAIMS MADE POLICY)
RENEWAL APPLICATION
FOR
DIRECTORS' AND OFFICERS' AND COMPANY REIMBURSEMENT INDEMNITY POLICY
NOTICE: THE POLICY FOR WHICH APPLICATION IS MADE (THE "POLICY"), SUBJECT TO ITS
TERMS, APPLIES ONLY TO ANY "CLAIM" (AS DEFINED IN THE POLICY) MADE AGAINST THE
DIRECTORS AND OFFICERS DURING THE POLICY PERIOD. THE LIMIT OF LIABILITY
AVAILABLE TO PAY DAMAGES OR SETTLEMENTS SHALL BE REDUCED AND MAY BE EXHAUSTED BY
AMOUNTS INCURRED AS "COSTS, CHARGES, AND EXPENSES" ("AS DEFINED IN THE POLICY")
AND "COSTS, CHARGES, AND EXPENSES" SHALL BE APPLIED TO THE RETENTIONS. THE
POLICY DOES NOT PROVIDE FOR ANY DUTY BY UNDERWRITERS TO DEFEND THOSE INSURED
UNDER THE POLICY.
- --------------------------------------------------------------------------------
GENERAL INSTRUCTIONS FOR COMPLETING THIS APPLICATION:
1. Please type or print in ink.
2. Please read carefully and answer all questions. If a question is not
---
applicable, so state. If space is insufficient to answer any question
fully, attach a separate sheet.
3. The original Renewal Application must be submitted.
4. The Chairman of the Board or the President must sign and date this Renewal
Application.
5. This Renewal Application and all exhibits shall be held in confidence.
6. Please read the Policy for which application is made (the "Policy") prior
to completing this Renewal Application.
7. The terms as used herein shall have the meaning stated in Paragraph II,
Definitions, of the Policy.
- --------------------------------------------------------------------------------
1. Name of Parent Company The Gillette Company
-----------------------------------------------------
Address Prudential Tower Building
--------------------------------------------------------------------
(Number) (Street)
Boston MA 02199-3799
-------------------------------------------------------------------
(City) (State) (Zip Code)
2. The Parent Company has continuously been in business since
/ 1901
---------------------
(Month) (Year)
3. The Parent Company has continually paid cash dividends on its:
(a) Common Stock since 1905 (b) Preferred Stock
----------
since 12/31/90 (Series C).
----------------------------------
-2-
4. Complete the following in respect of all classes of shares issued by the
Parent Company: as of 03/01/94.
1 2 3 4
--- --- --- ---
Series C
Class of shares Common Preferred
------ ----- --------- -----
Number of shares outstanding 220,979,835 164,216
----------- ----- ------- -----
Number of Shares owned by Directors
(directly and/or beneficially) 24,449,189 18
---------- ----- ------- -----
Number of shares owned by Executive
Officers who are not directors
(directly and/or beneficially) 235,195 77
------- ----- ------- -----
5. (a) Total number of wholly owned Subsidiaries as of March 1, 1994:
Domestic 58 Foreign 175
---------- ------------
List all such Subsidiaries for which coverage is requested and the date
created or acquired:
---------------------------------------------------
1) Coverage requested for all subsidiaries - see December 15, 1993
-----------------------------------------------------------------------
listing attached;
-----------------------------------------------------------------------
2) Coverage requested for all unincorporated divisions of the listed
-----------------------------------------------------------------------
subsidiaries.
-----------------------------------------------------------------------
-----------------------------------------------------------------------
-----------------------------------------------------------------------
(b) Total number of controlled Subsidiaries (more than 50% but less than
100% owned) as of March 1, 1994:
Domestic 0 Foreign 8
---------- ------------
-3-
5. (c) List all such Subsidiaries for which coverage is requested and the
date created or acquired:
---------------------------------------------
Coverage requested for all - details on attached listing dated
----------------------------------------------------------------------
April 5, 1994, including the following subsidiaries in which
----------------------------------------------------------------------
The Gillette Company has an interest of 50% or less:
----------------------------------------------------------------------
Intermaghreb (80% of 51% through Gillette Interlame S.A.)
----------------------------------------------------------------------
Shenmei Daily Use Products Limited Company (50%)
----------------------------------------------------------------------
----------------------------------------------------------------------
6. (a) Does any person or entity (other than the Company) own 10% or more of
any entity described in 5.(b) above?
Yes X No
------ ------
If yes, give details: (as of March 15, 1994)
Societe Matron 12% Gillette Morocco
Shanghai Razor Blade
Factory 30% Gillette (Shanghai) Limited
House of Poddar 19.9% Indian Shaving Products
Societe Matron 29% Intermaghreb
Professeur M. Benomar 20% Intermaghreb
National Investment Trust 23.25% Interpak Shaving Products
E. Trismitro 25% P. T. Gillette Indonesia
Leninets 35% Petersburg Products International
Shenyang Daily Use
Metal Industry Co. 50% Shenmei Daily Use Products
Limited Company
(b) Does any person or entity own 10% or more of any class of shares
issued by the Parent Company?
Yes X No
------ ------
If yes, give details:
-------------------------------------------------
Berkshire Hathaway, Inc., 1440 Kiewit Plaza, Omaha, Nebraska,
----------------------------------------------------------------------
beneficially owns 24,000,000 shares of the company's common stock
----------------------------------------------------------------------
(10.9% of the outstanding common stock of the Company). The Gillette
----------------------------------------------------------------------
Company's 1990 Employee Stock Ownership Plan owns 100% of the
----------------------------------------------------------------------
outstanding shares of the company's Series C cumulative convertible
----------------------------------------------------------------------
preferred stock.
----------------------------------------------------------------------
-4-
7. (a) Complete the following for each of the Parent Company's last four
fiscal years (use consolidated figures):
($ Millions)
Year 1993 1992 1991 1990
---- ---- ---- ----
Total Consolidated Assets 5,102.3 4,189.9 $3,886.7 3,671.3
------- ------- ------- -------
Current Assets 2,528.0 2,336.2 2,177.8 2,093.5
------- ------- ------- -------
Current Liabilities 1,760.3 1,560.8 1,484.6 1,307.9
------- ------- ------- -------
Shareholders Equity 1,479.0 1,496.4 1,157.1 265.4
------- ------- ------- -------
Net Income 288.3 513.4 427.4 367.9
------- ------- ------- -------
Net Income Per Share 1.29 2.32 1.94 1.60
------- ------- ------- -------
Dividends Per Share .84 .72 .62 .54
------- ------- ------- -------
Sales/Revenues 5,410.8 5,162.8 4,683.9 4,344.6
------- ------- ------- -------
Long Term Debt 840.1 554.2 742.2 1,045.7
------- ------- ------- -------
Short Term Debt 917.0 475.8 460.0 370.3
------- ------- ------- -------
(b) Has the Company at any time over the last five years been in breach of
any of its debts covenants or loan agreements?
Yes No X
------ ------
8. Has the Company at any time over the last five years been involved in any
policy dispute with any of its insurers (on any class of business)?
Yes X No
------ ------
If yes, give details: Commercial Union Insurance Company over coverage
--------------------------------------------------
for CERCLA liability arising out of two Superfund sites. The matter was
-----------------------------------------------------------------------
settled without litigation.
-----------------------------------------------------------------------
-----------------------------------------------------------------------
-----------------------------------------------------------------------
-5-
9. Give details of the Company's current directors' and officers' insurance:
(1) (2) (3) (4) (5)
Insurer: Lloyds London Cos. Aetna C&S CODA ACE
----------------------------------------------------------------
Limit: $10,000,000 $10,000,000 $20,000,000 $20,000,000 $10,000,000
----------------------------------------------------------------
Period: 6/1/93-4 6/1/93-4 6/1/93-4 06/01/93-6/01/96 6/01/93-4
----------------------------------------------------------------
Retention: $1,000,000 Corporate Reimbursement
----------------------------------------------------------------
Annual
Premium: $476,303 $179,546 $300,000 $140,000 $155,000
----------------------------------------------------------------
10. (a) Has the Company under consideration at the present time or does it
contemplate any acquisitions, tender offers or mergers?
Yes No X
------ ------
If yes, give details: None that have been publicly disclosed.
-------------------------------------------------
----------------------------------------------------------------------
----------------------------------------------------------------------
----------------------------------------------------------------------
----------------------------------------------------------------------
(b) Complete the following for all acquisitions made over the last five
years which have increased the total assets of the Company by 5% or
more:
Asset
Entity Date Value at Purchase Method of
Acquired Acquired Date Acquired Price Payment
Parker Pen May 7, 1993 (Book Value Borrowing
----------- ----------- ------------ --------- -----------
Holdings (Approx.) See Page 5
----------- ----------- ------------ --------- -----------
Limited $220,000,000 $450,000,000 of 09/30/93
----------- ----------- ------------ ------------ -----------
10Q
----------- ----------- ------------ --------- -----------
-6-
11. Has the Company ever repurchased its own shares at a price in excess of the
market value at the time?
Yes No
------ ------
If yes, give details: Please refer to previous Applications.
----------------------------------------------------
---------------------------------------------------------------------------
---------------------------------------------------------------------------
---------------------------------------------------------------------------
---------------------------------------------------------------------------
12. Has the Company at any time over the last five years changed its
accountants or external general counsel?
Yes No X
------ ------
If yes, give details including reasons for changes: ----------------------
---------------------------------------------------------------------------
---------------------------------------------------------------------------
---------------------------------------------------------------------------
---------------------------------------------------------------------------
13. Has the Company:
(a) filed within the past 18 months or contemplated filing within the next
12 months any registration statement with the Securities and Exchange
Commission for a public offering of securities?
Yes X No
------ ------
If yes, furnish copy of prospectus.
See Forms S-3 and Form S-8.
-7-
(b) issued within the past 18 months or contemplated issuing within the
next 12 months any share (common or otherwise)?
Yes X No
----- -----
If yes, give details: See Form S-8.
------------------------------------------------
---------------------------------------------------------------------
---------------------------------------------------------------------
---------------------------------------------------------------------
---------------------------------------------------------------------
14. The following officer of the Parent Company is designated to receive any
and all notices from Underwriters of their authorized representative(s)
concerning this insurance:
------------------------------------------
Lloyd B. Swaim, Vice President and Treasurer
---------------------------------------------------------------------
---------------------------------------------------------------------
15. List the date at the end of each of the last eight calendar quarters and
the corresponding closing price for shares of the Parent Company's common
stock:
DATE PRICE
06/30/92 47 5/8
-------- ------
09/30/92 57 3/8
-------- ------
12/31/92 56 7/8
-------- ------
03/31/93 60 1/2
-------- ------
06/30/93 55 1/8
-------- ------
09/30/93 57 1/2
-------- ------
12/31/93 59 5/8
-------- ------
03/31/94 63 1/4
-------- ------
-8-
16. Have any filings been made concerning the Company pursuant to
Section 13.(d) of the Securities Exchange Act of 1934 during the last two
years?
Yes No X
----- -----
17. Has the Company made any filing pursuant to Section 13.(d) of the
Securities Exchange Act of 1934 during the last two years?
Yes No X
----- -----
If yes, attach a copy of each such filing.
18. What percentage of the Parent Company's common stock was sold and purchased
during the last 12 months? 59% For the year ended December 31, 1993
------------------------------------------------
19. The Company has not been involved in or had any knowledge of any pending
anti-trust, price-fixing, tax, copyright, patent litigation or governmental
regulatory or administrative proceedings since the date of the previous
application except as follows (if answer is none, so state):
1) Antitrust: Suit brought by Scripto-Tokai Corporation related to a patent
---------------------------------------------------------------------------
infringement suit brought by the Company against Scripto-Tokai
---------------------------------------------------------------------------
Corporation alleging among other things, monopolization of erasable ink
---------------------------------------------------------------------------
pen market by obtaining and defending patents for erasable ink pens.
---------------------------------------------------------------------------
2) Patents: None other than previously noted.
---------------------------------------------------------------------------
---------------------------------------------------------------------------
---------------------------------------------------------------------------
-9-
20. It is agreed that this Renewal Application is supplemental to
Application(s) for all policies of which the Policy would be a renewal,
and that such Application(s), together with the Renewal Application and
any materials submitted herewith (which shall be retained on file by
Underwriters and shall be deemed attached hereto, as if physically
attached hereto) constitute the complete Application which shall be the
basis of the Policy and will be attached to and become part of the Policy.
21. It is agreed that in the event there is any material change in the answers
to the questions contained herein prior to the effective date of the
Policy, the applicant will notify Underwriters and, at the sole discretion
of Underwriters, any outstanding quotations may be modified or withdrawn.
22. Attached and made a part of this Renewal Application by reference are the
following materials regarding the Parent Company: (a) two copies of the
Last Annual Report to Stockholders (b) two certified copies of the
provisions of the Charter or By-Laws covering Indemnification of Directors
and Officers, and (c) two copies of the Notice to Stockholders and the
Proxy Statement for either the last or the next annual meeting.
Underwriters are hereby authorized to make any investigation and inquiry
in connection with this Renewal Application as they may deem necessary.
23. The undersigned declares that to the best of his/her knowledge the
statements herein are true. Signing of this Renewal Application does not
bind the undersigned to complete the insurance, but it is agreed that this
Renewal Application, shall be the basis of the contract should a Policy be
issued, and this Renewal Application will be attached to and become a part
of such Policy, if issued. Underwriters are hereby authorized to make any
investigation and inquiry in connection with this Renewal Application as
they may deem necessary.
-10-
Signed (signature appears here)
----------------------------------
Must be Signed By
Chairman of the Board or President
of Parent Company
Capacity Chairman of the Board and
--------------------------------
Chief Executive Officer
--------------------------------
Company The Gillette Company
---------------------------------
Date June 6, 1994
------------------------------------
Submitted by
----------------------------
(Agent)
Date
------------------------------------
-11-
- --------------------------------------------------------------------------------
[LOGO APPEARS HERE] The Table of Syndicates referred to on the face of this
Policy follows:
- ------------------------------------------------------------------------------------------------------------
FOR LPSO USE ONLY BROKER LPSO No. & DATE FOR LPSO USE ONLY BROKER LPSO No. & DATE
UX01 1409 0757 61406 30/08/94 0757 61406 30/08/94
21 22
- ----------------------------------------------------- ------------------------------------------------------
AMOUNT, PERCENTAGE SYNDICATE UNDERWRITER'S PAGE AMOUNT, PERCENTAGE SYNDICATE UNDERWRITER'S PAGE
OR PROPORTION REFERENCE 1 OR PROPORTION REFERENCE 2
---- ----
PERCENT PERCENT
5.0000 79 424YA1B7251B 0.6595 724 NA4390428F21
7.0000 839 8416BF616020 6.5955 1173 ALDTAA40904P
6.5000 861 11A41818Y02 0.8794 1003 C677C0063029
1.7588 219 954P3137 6.5954 190 0838N01468
5.2764 219 254P3137 1.7588 183 187DWW9078CA
2.6382 1007 HE231L94A409 0.7475 456 206393EXBYDT
4.8367 1038 RCCN00770LPD 10.0000 1212 AC626V94AD43
1.7588 1047 Y0147Z94A 1.3191 435 13500400
1.7588 205 481N02228BPA 10.0000 1213 AC626V94BD43
2.6382 672 C75XAE30404B
1.7588 204 050832306501 THE LIST OF UNDERWRITING MEMBERS
0.8794 947 QD567K94A64X OF LLOYDS IS NUMBERED 1994/ 8
0.4397 923 QD567K94B64X
1.3191 623 L0804S94ACPD
0.8794 1215 425FD00546AB
- ----------------------------------------------------- ------------------------------------------------------
TOTAL LINE No. OF SYND. FOR LPSO USE ONLY TOTAL LINE No. OF SYND. FOR LPSO USE ONLY
82.9975 24 USE 1 16687
[STAMP APPEARS HERE] [STAMP APPEARS HERE]
[COPY TO COME]
Date: 15th September 1994
Policy No: 757/FD940229
THE SCHEDULE
- --------------------------------------------------------------------------------
The Insured: THE GILLETTE COMPANY.
Premium: US$12,750.34 part of US$74,991.00
Limits of Liability: 17.0025% of
US$5,000,000 in the aggregate each policy
year excess of US$10,000,000 in the
aggregate each policy year
Excess of:-
US$NIL/US$NIL Directors and Officers
Liability
US$1,000,000 Reimbursement Liability.
The Interest Insured: EXCESS DIRECTORS AND OFFICERS
-----------------------------
LIABILITY AND EXCESS REIMBURSEMENT
----------------------------------
FOR DIRECTORS AND OFFICERS
--------------------------
LIABILITY.
----------
As more fully set forth in the
co-insuring Lloyd's policy.
Period of Insurance:
From: 1st June 1994 To: 1st June 1995 both days at 12:01 a.m. Local Standard
Time and for such further period or periods as may be mutually agreed.
- --------------------------------------------------------------------------------
COINSURANCE CLAUSE
It is warranted that this Policy shall run concurrently with and be subject
to the same terms, provisions, and limitations as are contained in Policy
No. 757/FD940229 issued by certain underwriting members at Lloyd's of London
covering the identical subject matter and risk.
- --------------------------------------------------------------------------------
LIRMA
Company
The Insurers Number Proportion Reference
- -------------------------------------------------------------------------------
NEW HAMPSHIRE
INSURANCE COMPANY
(PER AIG EUROPE
(UK) LIMITED) N4395 17.0025% 3370020394
SEVERAL LIABILITY NOTICE
The subscribing insurers' obligations under contracts of insurance to which they
subscribe are several and not joint and are limited solely to the extent of
their individual subscriptions. The subscribing insurers are not responsible for
the subscription of any co-subscribing insurer who for any reason does not
satisfy all or part of its obligations.
LSW 1001 (Insurance) 08/94
[LETTERHEAD OF CHUBB GROUP APPEARS HERE]
Item 1. Parent Corporation: Policy Number 8138-54-11
The Gillette Company
and its subsidiaries
Item 2. Principal Address: FEDERAL INSURANCE COMPANY
Prudential Tower Building Incorporated under the laws of New
Boston, MA 02199-3799 Jersey
a stock insurance company herein
called the Company
Item 3. Limit of Liability:
Each Policy Year $15,000,000.
Item 4. Underlying Policy(ies):
(A) Primary Policy: Lloyd's
Policy #: FD 940228
Policy Period: June 1, 1994 to June 1, 1995
(B) Other Policy(ies):
Lloyd's and Other Underwriters (AIG)
Policy #: FD 940229
Policy Period: June 1, 1994 to June 1, 1995
Item 5. Policy Period: From June 1, 1994
To June 1, 1995
Item 6. Endorsement(s) Effective At Inception: Nos. 1 and 2
Item 7. Termination of Prior Policy(ies): None
IN WITNESS WHEREOF, the Company issuing this policy has caused this policy to be
signed by its Authorized Officers, but it shall not be valid unless also signed
by a duly authorized representative of the Company.
FEDERAL INSURANCE COMPANY
/s/ /s/
Secretary President
------------------------------
Authorized Representative
bas-06/15/94.14
------------------------------
Date
The Company shall be given notice in writing as soon as is practicable (a)
in the event of the cancellation of any Underlying Insurance and (b) of any
notice given or additional or return premiums charged or paid in connection with
any Underlying Insurance.
Notice of any claim shall be given in writing to the Company at 51 John F.
Kennedy Parkway, Short Hills, New Jersey 07078.
By acceptance of this policy, the Parent Corporation named in Item 1 of
the Declarations agrees to act on behalf of all the Insureds with respect to the
giving and receiving of notice of claim or cancellations, the payment of
premiums and the receiving of any return premiums that may become due under this
policy and the Insureds agree that the Parent Corporation shall act on their
behalf.
No change in or modification of this policy shall be effective except when
made by written endorsement signed by an authorized employee of Chubb & Son,
Inc.
This policy may be cancelled by the Parent Corporation at any time by
written notice or by surrender of this policy to the Company. This policy may
also be cancelled by or on behalf of the Company by delivery to the Parent
Corporation or by mailing to the Parent Corporation, by registered, certified or
other first class mail, at the address shown in item 2 of the Declarations,
written notice stating when, not less than thirty days thereafter, the
cancellation shall become effective. The mailing of such notice as aforesaid
shall be sufficient proof of notice and this policy shall terminate at the date
and hour specified in such notice.
If the period of limitation relating to the giving notice is prohibited or
made void by any law controlling the construction thereof. Such period shall be
deemed to be amended so as to be equal to the minimum period of limitation
permitted by such law.
The Company shall refund the unearned premium computed at customary short
rates if the policy is terminated in its entirety by the Parent Corporation.
Under any other circumstances the refund shall be computed pro rata.
This policy shall terminate immediately upon the termination of the
Primary Policy, whether by the Insureds or the primary insurer. Notice of
cancellation of non-renewal of the Primary Policy duly given by the primary
insurer shall serve as notice of the cancellation or non-renewal of this policy
by the Company.
The taking effect of this policy shall terminate, if not already
terminated, the policy(ies) specified in item 7 of the Declarations.
Insureds means those persons or organizations insured under the Primary Policy.
Primary Policy means the policy scheduled in item 4(A) of the Declarations or
any policy of the same insurer replacing or renewing such policy.
Policy Year means the one year period between the anniversaries of the Primary
Policy, provided that (1) the first Policy Year of this policy shall be the
period between the inception of this policy and the next subsequent anniversary
of the Primary Policy, and (2) the last Policy Year of this policy shall be the
[CHUBB GROUP LETTERHEAD APPEARS HERE]
Company:
Effective date of
this endorsement: June 1, 1994 Endorsement No.
To be attached to and form part of
Policy No.
Issued to: The Gillette Company
It is agreed that:
1. The "Policy Termination" section, as set forth on page of , shall be
amended by adding the following preamble:
"This policy may be terminated prior to the expiration of the , period, as
set forth in Item 5 of the Declarations page, by any of the methods
contained in the following paragraphs."
ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED
_________________________
AUTHORIZED REPRESENTATIVE
__________________________
DATE
[LETTERHEAD OF CHUBB GROUP OF INSURANCE COMPANIES APPEARS HERE]
Company:
Effective date of
this endorsement: June 1, 1994 Endorsement No.
To be attached to and form part of
Policy No. 8138-54
Issued to: The Gillette Company
It is agreed that:
The "INSURING CLAUSE" as set forth on page 3 of 4 shall be deleted in its
entirety and replaced with the following:
"The Company shall provide the "INSUREDS" with insurance during the policy
period excess of the "UNDERLYING INSURANCE". Coverage hereunder shall only
after all such "UNDERLYING INSURANCE" has been exhausted and shall then apply in
conformance with the terms, conditions, exclusions and endorsements of the
"PRIMARY POLICY", together with all limitations, restrictions exclusions
contained in or added by endorsement to any other "UNDERLYING INSURANCE", except
as specifically set forth in the terms and conditions endorsements of this
policy. In no event shall this policy grant coverage than would be provided
by any of the exhausted "UNDERLYING INSURANCE."
ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED
_________________________
AUTHORIZED REPRESENTATIVE
bas
_________________________
DATE
THIS IS AN EXCESS CLAIMS MADE INDEMNITY POLICY WITH EXPENSES INCLUDED IN
THE LIMIT OF LIABILITY
[LOGO OF
AETNA COMPANY PLEASE READ THE ENTIRE POLICY CAREFULLY
APPEARS HERE]
THE AETNA CASUALTY AND SURETY COMPANY
DIRECTORS AND OFFICERS LIABILITY AND REIMBURSEMENT EXCESS POLICY
DECLARATIONS
POLICY NUMBER
095 LB 100 654 391 BCA
NOTICE: THIS POLICY, SUBJECT TO ALL TERMS, CONDITIONS AND LIMITATIONS, APPLIES
ONLY TO ANY CLAIM FIRST MADE OR DEEMED MADE PURSUANT TO THE TERMS HEREOF AGAINST
THE INSUREDS DURING THE POLICY PERIOD. THE LIMIT OF LIABILITY AVAILABLE TO PAY
DAMAGES OR SETTLEMENTS SHALL BE REDUCED BY AMOUNTS INCURRED AS DEFENSE EXPENSES.
THIS POLICY DOES NOT PROVIDE FOR ANY DUTY BY THE UNDERWRITER TO DEFEND ANY OF
THE INSUREDS.
- --------------------------------------------------------------------------------
ITEM 1. PARENT ORGANIZATION NAME AND ITEM 2. POLICY PERIOD:
PRINCIPAL ADDRESS: (a) From 6/1/1994
The Gillette Company (b) To 6/1/1995
Prudential Tower Building at 12:01 a.m. Standard Time
Boston, MA 02199 both dates at the Principal
Address in Item 1.
- --------------------------------------------------------------------------------
ITEM 3. LIMIT OF LIABILITY (Inclusive of Defense Expenses):
$10,000,000.00 maximum aggregate Limit of Liability for the Policy
Period.
- --------------------------------------------------------------------------------
ITEM 4. SCHEDULE OF UNDERLYING POLICIES
a. Primary Policy
----------------------------------------------------------------------------
Underwriter Policy Number Limit Retention
-----------------------------------------------------------------------------
Lloyd's of London 757/FD940228 $10,000,000.00 $0.00/$0.00/$1,000,000.00
-----------------------------------------------------------------------------
Other Policy(ies), if any:
-----------------------------------------------------------------------------
Underwriter(s) Policy Number(s) Limit(s) Retention(s)
-----------------------------------------------------------------------------
Lloyd's of London 757/FD940229 $5,000,000.00
Federal Insurance
Company 8138-54-11 $15,000,000.00
-----------------------------------------------------------------------------
- --------------------------------------------------------------------------------
ITEM 5. PREMIUM:
$110,000.00 one year prepaid premium.
- --------------------------------------------------------------------------------
ITEM 6. NOTICE REQUIRED TO BE GIVEN TO THE UNDERWRITER SHALL BE ADDRESSED TO
Vice President of Claims
Executive Risk Management Associates
P. O. Box 2002
Simsbury, CT 06070
- --------------------------------------------------------------------------------
ITEM 7. ENDORSEMENTS ATTACHED AT ISSUANCE
X-301.0
X-401.0
- --------------------------------------------------------------------------------
These Declarations, the completed signed Application and the Policy with
Endorsements shall constitute the contract between the Insureds and the
Underwriter.
- --------------------------------------------------------------------------------
THE AETNA CASUALTY AND SURETY COMPANY By (Attorney-in-Fact)
01/25/1995
- --------------------------------------------------------------------------------
INSURED'S COPY
PRIOR AND PENDING LITIGATION EXCLUSION
To be attached to and form part of Policy No. 095 LB 100 654 391 BCA,
issued to The Gillette Company.
In consideration of the premium charged, the Underwriter shall not be
liable to make any payment for loss in connection with any claim made against
any of the insureds based on, arising out of, directly or indirectly resulting
from, in consequence of, or in any way involving:
(a) any prior and/or pending litigation as of 11-21-87; or
(b) any fact, circumstance or situation underlying or alleged in any prior
and/or pending litigation as of 11-21-87.
All other terms, conditions and limitations of this Policy shall remain
unchanged, including, but not limited to, the maximum aggregate Limit or
Liability set forth in Item 3 of the Declarations.
- --------------------------------------------------------------------------------
Complete Only When This Endorsement is Not Prepared With The Policy Or is Not To
--
Be Effective With The Policy
Effective Date Of This Endorsement:
THE AETNA CASUALTY AND SURETY COMPANY
By:
----------------------------------
Attorney-In-Fact
- --------------------------------------------------------------------------------
AMEND NOTICE OF CANCELLATION ENDORSEMENT
To be attached to and form part of Policy No. 095 LB 100 654 391 BCA,
issued to The Gillette Company.
In consideration of the premium charge, the phrase "thirty (30) days" in
fourth line of the first paragraph of Section XI is amended to read "sixty (60)
days."
All other terms, conditions and limitations of this Policy shall remain
unchanged, including, but not limited to, the maximum aggregate Limit of
Liability set forth in Item 3 of the Declarations.
- --------------------------------------------------------------------------------
Complete Only When This Endorsement is Not Prepared With The Policy Or is Not
To Be Effective With The Policy.
Effective Date Of This Endorsement:
THE AETNA CASUALTY AND SURETY COMPANY
By:______________________________
Attorney-In-Fact
- --------------------------------------------------------------------------------
X-401.0
(11-89) Endorsement No. 2
AETNA The Aetna Casualty and Surety Company
Hartford, Connecticut 06156
(Herein referred to as Underwriter)
RENEWAL APPLICATION
DESIGNATED INSURED PERSONS AND COMPANY
REIMBURSEMENT INSURANCE
USE THIS FORM FOR ALL RENEWALS EXCEPT DEPOSITORY INSTITUTIONS
NOTICE: THE POLICY FOR WHICH RENEWAL APPLICATION IS MADE, SUBJECT TO ITS TERMS,
APPLIES ONLY TO ANY "CLAIM" (AS DEFINED IN THE POLICY) FIRST MADE OR DEEMED MADE
AGAINST THE "INSURED PERSONS" (AS DEFINED IN THE POLICY) DURING THE POLICY
PERIOD. THE LIMIT OF LIABILITY AVAILABLE TO PAY DAMAGES OR SETTLEMENTS SHALL BE
REDUCED BY THE AMOUNTS INCURRED AS "DEFENSE EXPENSES" (AS DEFINED IN THE
POLICY), AND SUCH DEFENSE EXPENSES SHALL BE SUBJECT TO THE DEDUCTIBLE AMOUNT.
THE POLICY DOES NOT PROVIDE FOR ANY DUTY BY THE UNDERWRITER TO DEFEND THE
INSURED PERSONS.
Complete and correct information must be supplied by the Applicant whether or
not such information is deemed confidential by the Applicant. This application
is divided into three sections (A, B, and C). Part B is detachable and may be
sent under separate cover.
A 1. a) Name of Applicant: The Gillette Company
-----------------------------------------------
(whenever used, Applicant shall mean the Parent Corporation)
b) Principal address: Prudential Tower Building
-----------------------------------------------
Boston, MA 02199
-------------------------------------------------------------------
c) State of incorporation or charter: Delaware
-------------------------------
d) Name and title of the officer of the Applicant designated as the
representative to receive notices from the Underwriter on behalf of
all persons and entities proposed for this insurance:
Lloyd B. Swaim, Vice President and Treasurer
-------------------------------------------------------------------
e) Total consolidated assets and liabilities of Applicant and all
Subsidiaries as of the close of the most recent quarter:
Assets $5,102,300,000 Liabilities $3,623,300,000 Date: 12/31/93
-------------- -------------- --------
A 2. a) Has the Applicant increased or decreased the amount of, or suspended
the payment of, dividends on its preferred or common stock since the
date of the last application for directors and officers liability
insurance? X Yes No
--- ---
If yes, explain in an attachment to this application. Common stock
------------
dividends increased from $.72 to $.84.
--------------------------------------
b) Provide the price per share and closing P/E ratio for the Applicant's
common stock for each quarter of the last four quarters:
1st Quarter 2nd Quarter 3rd Quarter 4th Quarter
----------- ----------- ----------- -----------
Year High Low P/E High Low P/E High Low P/E High Low P/E
- ---- ---- --- --- ---- --- --- ---- --- --- ---- --- ---
1993 61 3/8 52 1/2 25.4 60 7/8 47 3/8 22.6 59 1/4 50.0 22.9 63 3/4 57 1/8 22.4
Note: See Provision for Realignment on Page One of Annual Report.
A 3. a) If not provided in the annual report to shareholders or the proxy
statement, provide a list of the names and affiliations of all
directors of the Applicant and the names and official titles of all
officers of the Applicant in an attachment to this application.
b) Describe any changes in the board of directors or senior management
of the Applicant since the date of the last annual report.
Lawrence E. Fouraker, Director, retired April 21, 1994.
-------------------------------------------------------------------
Jacques Lagarde, Executive Vice President, replaced
Lorne R. Waxlax in 1993.
-------------------------------------------------------------------
Michael C. Hawley, Executive Vice President, replaced
Gaston R. Levy in 1993.
-------------------------------------------------------------------
Jill C. Richardson, Secretary, replaced Kathyrn DeMoss in
1993.
-------------------------------------------------------------------
A 4. Has the Applicant changed its outside legal counsel within the last 12
months? If so, give details:
No
-----------------------------------------------------------------------
A 5. Has the Applicant changed its outside auditors within the last 12
months? If so give details:
No
-----------------------------------------------------------------------
A 6. If permitted under state law or statute, has the Applicant adopted a
provision limiting the personal liability of its directors?
X Yes No Not Permitted
--- --- ---
A 7. Has the board of directors established formal, written policies and
procedures for reporting claims against directors or officers of the
Applicant or claims against the Applicant that are periodically reviewed?
Yes X No
--- ---
If yes, provide complete claims details in an attachment to this
application.
A 8. a) Does the Applicant have an internal audit procedure? X Yes NO
--- ---
If yes, and if not previously described in the application for the policy
as to which the coverage applied for now would be a renewal, describe the
audit procedure in detail, in a separate attachment to this application.
Previously described in prior applications.
-------------------------------------------
b) Are there any significant areas in the audit procedures of the
Applicant that the outside auditors have criticized, or recommended
changing that have not been changed? Yes No
X
----- -----
If yes, provide details in an attachment to this application.
c) Are any members of the audit committee of the board of directors also
officers of the Applicant?
Yes X No
----- -----
If yes, specify names, titles and operational responsibilities:
---------------------------------------------------------------------
d) How often has the audit committee met in the last 12 months?
3 times
---------------------------------------------
e) Have there been any changed in the procedures of the audit committee
since the date of the last application for directors and officers
liability insurance with respect to the following:
(i) The head of the audit committee or of the audit department; No
Change
(ii) The composition of the audit committee or the audit department;
or Yes
(iii) The scope of the audit procedures. No Change
If yes, provide details in a separate attachment to this application.
(ii) Certain directors have rotated both on and off the audit
committee and a normal level of staff changes within the audit
department have occurred during the past year.
B 1. As an attachment to this application, provide the names and number of
shares for all persons or entities that presently own or control or have
stated the intention to acquire, of record or beneficially, more than 5%
of the Applicant's outstanding stock. If not applicable or if there has
been no change since the last available notice of shareholders meeting and
proxy statement, indicate here.
Berkshire Hathaway Inc. - 24,000,000 shares
--------------------------------------------------------------------------
B 2. If the Applicant is a cooperative or mutual association, has a conversion
of cooperative or mutual ownership to stock ownership been considered or
concluded in the past or is such a conversion being considered for imple-
mentation to occur within the next 12 months? Yes No X Not App-
--- --- --- licable
If yes, attach a copy or a draft of the official circular.
B 3. State whether the Applicant or any Subsidiary has in the past 12 months
contemplated or agreed to, or contemplates within the next 12 months, any
of the following, whether or not such transactions were or will be
completed in such period (If yes, describe the terms or each such
transaction in an attachment to this application):
a) Merger or consolidation with another entity whose assets prior to such
merger or consolidation exceed 10% of the Applicant's consolidated
assets. Yes X No None Publicly Announced
--- ---
b) Acquisition or disposition of any assets or stock of any other
corporation or interests in any partnership or joint venture where
such acquisition or disposition increased or decreased or would
increase or decrease the Applicant's consolidated assets by more than
10%. Yes X No None Other Publicly Announced
--- ---
c) Sale, distribution or divestiture of any assets other than in the
ordinary course of business involving more than 10% of Applicant's
assets. Yes X No None Publicly Announced
--- ---
d) Reorganization or arrangement with creditors under federal or state
law. Yes X No
--- ---
e) Borrowing of funds or incurring indebtedness where the transaction
increased, or would increase, the Applicant's consolidated liabilities
by 10% or more. Yes X No
--- ---
f) (i) Placing anti-takeover provisions in the Applicant's certificate
of incorporation or by-laws. Yes X No
--- ---
(ii) If yes, describe each such provision.
----------------------------------------------------------------
----------------------------------------------------------------
(iii) If yes, have such provisions been approved by the shareholders?
YES NO
--- ---
B 4. Has the Applicant or any Subsidiary filed or contemplated filing any
registration statement for an offering of securities with any
governmental authority within the past 18 months or within the next 12
months? X Yes No See Form S-3 and Form S-8.
--- ---
B 5. Does the Applicant or any Subsidiary have any contingent liabilities that
exceed 10% of the Applicant's consolidated stockholders' equity other than
those disclosed in the financial statements submitted with this
application? Yes X No
--- ---
If yes, provide complete details in an attachment to this application.
B 6. Has the Applicant or any Subsidiary within the last 12 months acquired or
considered the acquisition of any of its own securities? Yes X No
--- ---
C 1. Have there been any fidelity bond claims greater than $100,000 in the past
12 months? Yes X No
---- ----
If yes, provide details in an attachment to this application.
C 2. As part of this application, submit the following documents with respect
to the Applicant:
a) Last annual report including audited financial statements with all
notes and schedules.
b) Quarterly reports to shareholders subsequent to the last annual
report to shareholders.
c) Latest 10-K report, 10-Q reports filed subsequent to the last annual
report, and any 8-K reports filed with the SEC within the last 12
months.
d) The text of any presentation, together with all supporting documents,
by management to securities analysts in the last 12 months.
Chairman of the Board's April 21, 1994 Annual Meeting presentation
will be submitted in lieu of requested information.
e) Any reports prepared by outside financial analysts or consultants
within the past 12 months. Examples of recent reports attached.
f) Latest CPA letter to management on internal controls and any written
response thereto. Summary of 1993 letters will be available after June
1, 1994.
g) Most recent prospectus.
h) Last notice of regular shareholders meeting and all notices of any
special shareholders meetings, with accompanying proxy statements.
i) Indemnification provision in the certificate of incorporation or
corporate by-laws.
C 3. As part of this application, submit a schedule of all material litigation
with a brief description of each case filed within the last 12 months or
since the date of the last application for directors and officers
liability insurance, as well as any adverse judgments that have been
rendered against the Applicant or any of its Subsidiaries in the past 12
months.
See 1993 Form 10-K - Item 3
C 4. Has any director or officer of the Applicant or any Subsidiary been
charged with or convicted of any criminal act within the last 12 months,
or is any director or officer the subject of any pending criminal or
administrative investigation? Yes X No Based on annual survey
---- ----
of Corporate Directors and certain key Corporate Officers.
If yes, provide details as an attachment to this application.
THE UNDERSIGNED AUTHORIZED AGENT OF THE PERSONS AND ENTITY(IES) PROPOSED FOR
THIS INSURANCE FOR THE PURPOSE OF THIS APPLICATION DECLARES THAT TO THE BEST OF
HIS/HER KNOWLEDGE THE STATEMENTS HEREIN ARE TRUE. SIGNING THIS APPLICATION DOES
NOT BIND THE UNDERSIGNED TO COMPLETE THE INSURANCE BUT IT IS AGREED THAT THIS
APPLICATION SHALL BE THE BASIS OF THE CONTRACT SHOULD A POLICY BE ISSUED, AND
THIS APPLICATION WILL BECOME A PART OF SUCH POLICY, IF ISSUED, AND WILL BE
ATTACHED THERETO. THE UNDERWRITER IS HEREBY AUTHORIZED TO MAKE ANY INVESTIGATION
AND INQUIRY IN CONNECTION WITH THIS APPLICATION AS IT MAY DEEM NECESSARY.
SUBMISSION OF THIS APPLICATION DOES NOT BIND THE UNDERWRITER TO ISSUE ANY
COVERAGE: HOWEVER, IT IS AGREED THAT THIS APPLICATION AND ANY MATERIALS
SUBMITTED HEREWITH, TOGETHER WITH THE APPLICATION DATED NOVEMBER 18, 1987, ARE
THE BASIS FOR ISSUANCE OF ANY POLICY WHICH MAY BE ISSUED TO THE APPLICANT BY THE
UNDERWRITER PURSUANT TO THIS APPLICATION.
IT IS AGREED THAT IN THE EVENT THERE IS ANY MATERIAL CHANGE IN THE ANSWERS TO
THE QUESTIONS CONTAINED HEREIN PRIOR TO THE EFFECTIVE DATE OF THE POLICY, THE
APPLICANT WILL NOTIFY THE UNDERWRITER AND, AT THE SOLE DISCRETION OF THE
UNDERWRITER, ANY OUTSTANDING QUOTATIONS MAY BE MODIFIED OR WITHDRAWN.
THE UNDERSIGNED AUTHORIZED AGENT OF THE PERSONS AND ENTITY(IES) PROPOSED FOR
THIS INSURANCE FOR THE PURPOSE OF THIS APPLICATION DECLARES THAT THE APPLICANT
HAS RECEIVED AND READ A SPECIMEN FORM OF THE INSURANCE CONTRACT FOR WHICH
APPLICATION IS MADE.
The Gillette Company
- --------------------------------------------------------------------------------
APPLICANT
Chairman of the Board and
/s/?????????????????????? Chief Executive Officer June 6, 1994
- --------------------------------------------------------------------------------
BY (Chairman and/or President TITLE DATE
Signature
- --------------------------------------------------------------------------------
NOTE: This application must be signed by the chairman and/or president of the
Applicant acting as the authorized agent of the persons and entity(ies)
proposed for this insurance.
- --------------------------------------------------------------------------------
/s/??????????????????????
- --------------------------------------------------------------------------------
SUBMITTED BY (Insurance Agency) INSURANCE AGENCY TAXPAYER ID. OR SOCIAL
SECURITY NO.
3 Ceuler Plaza
- --------------------------------------------------------------------------------
ADDRESS (No. Street, City, State, and Zip Code)
Boston, MA 02108
- --------------------------------------------------------------------------------
THIS IS A CLAIMS MADE INDEMNITY POLICY
WITH EXPENSES INCLUDED IN THE LIMIT OF LIABILITY
PLEASE READ THE ENTIRE POLICY CAREFULLY.
THE AETNA CASUALTY AND SURETY COMPANY
DIRECTORS AND OFFICERS LIABILITY
AND
REIMBURSEMENT LIABILITY
EXCESS POLICY
In consideration of the payment of the premium and in reliance on all
statements made and information furnished to The AEtna Casualty and Surety
Company (hereinafter called the "Underwriter"), and to the Underlying
Insurers of the Underlying Insurance, including the statements made in the
Application made a part hereof and subject to all of the terms, conditions
and limitations of this Policy, the Underwriter and the Insureds agrees as
follows:
I. INSURING AGREEMENT
The Underwriter shall provide the Insureds with insurance coverage during
the Policy Period set forth in Item 2 of the Declarations excess of the
Underlying Insurance in Item 4 of the Declarations. Coverage hereunder
shall attach only after all such Underlying Insurance has been exhausted
and shall then apply in conformance with the terms, conditions and
limitations of the Policy immediately underlying this Policy except as
specifically set forth in the terms, conditions and limitations of this
Policy.
II. POLICY DEFINITIONS
Application means the written application attached hereto and forming part
of this Policy, including any materials submitted therewith, and deemed a
part of and attached to this Policy as if physically attached to this
Policy.
Insureds means those persons or organizations insured under the Policy
immediately underlying this Policy.
Parent Corporation means the entity named in Item 1 of the Declarations.
Primary Policy means the Policy scheduled in Item 4(a) of the Declarations.
Underlying Insurance means all those Policies scheduled in Item 4 of the
Declarations and any Policies replacing them.
III. MAINTENANCE OF UNDERLYING INSURANCE
All of the Underlying Insurance scheduled in Item 4 of the Declarations
shall be maintained during the Policy Period in full effect and affording
coverage at least as broad as the Primary Policy, except for any reduction
of the aggregate limit(s) of liability available under the Underlying
Insurance solely by reason of payment of losses thereunder. Failure to
comply with the foregoing shall not invalidate this Policy but the
Underwriter shall not be liable to a greater extent than is this condition
has been complied with, provided that nothing in this provision shall be
deemed to negate Paragraph XII of this Policy.
In the event of any actual or alleged (a) failure by the Insureds to give
notice or to exercise any extensions under any Underlying Insurance or (b)
misrepresentation or breach of warranties by any of the Insureds with
respect to any Underlying Insurance, the Underwriter shall not be liable
hereunder to a greater extent than it would have been in the absence of
such actual or alleged failure, misrepresentation or breach.
IV. DEPLETION OF UNDERLYING LIMIT(S)
In the event of the depletion of the limit(s) of liability of the
Underlying Insurance solely as the result of actual payment of losses
thereunder by the applicable insurers, this Policy shall, subject to the
limit of liability of the Underwriter and to the other terms of this
Policy, continue to apply to losses as excess insurance over the amount of
insurance remaining under such Underlying Insurance. In the event of the
exhaustion of all of the limit(s) of liability of such Underlying Insurance
solely as a result of payment of losses thereunder, the remaining limits
available under this Policy shall, subject to the limit of liability of the
Underwriter and to the other terms, conditions and limitations of this
Policy, continue for subsequent losses as primary insurance and any
retention specified in the Primary Policy shall be imposed under this
Policy as to each claim made; otherwise no retention shall be imposed
under this Policy.
V. LIMIT OF LIABILITY
The amount set forth in item 3 of the Declarations is the limit of
liability of the Underwriter and shall be the maximum aggregate limit of
liability of the Underwriter for the Policy Period.
VI. CLAIM PARTICIPATION
The Underwriter may, at its sole discretion, elect to participate in the
investigation, settlement or defense of any claim against any of the
Insureds for matter covered by this Policy even if the Underlying
Insurance has not been exhausted.
VII. SUBROGATION-RECOVERIES
In that this Policy is "Excess Coverage", the Insureds' and the
Underwriter's right of recovery against any person or other entity may not
be exclusively subrogated. Despite the foregoing, in the event of any
payment under this Policy, the Underwriter shall be subrogated to all the
Insureds' rights of recovery against any person or organization, and the
Insureds shall execute and deliver instruments and papers and do whatever
else is necessary to secure such rights.
Any amounts recovered after payment of loss hereunder shall be apportioned
in the inverse order of payment to the extent of actual payment. The
expenses of all such recovery proceedings shall be apportioned in the
ratio of respective recoveries.
VIII. NOTICE
The Underwriter shall be given notice as soon as is practicable (a) in the
event of the cancellation of any Underlying Insurance, (b) of any notice
of claim or any situation that could give rise to a claim under any
Underlying Insurance, or (c) any additional return premiums charged or
allowed in connection with any Underlying Insurance.
Such notice shall be given in writing to the entity set forth in Item 6 of
the Declarations.
IX. CORPORATION AUTHORIZATION CLAUSE
By acceptance of this Policy, the Parent Corporation agrees to act on
behalf of all the Insureds with respect to the giving and receiving of
notices of claim or cancellations, the payment of premiums and the
receiving of any return premiums that may become due under this Policy;
and the Insureds agree that the Parent Corporation shall in all cases be
authorized to act on their behalf.
X. ALTERATION
No change in or modification of this Policy shall be effective except when
made by endorsement signed by an authorized employee of the Underwriter
or any of its agents relating to this policy.
XI. POLICY TERMINATION
This Policy may be cancelled by the Parent Corporation at any time by
written notice or by surrender of this Policy to the Underwriter. This
Policy may also be cancelled by or on behalf of the Underwriter by
delivery to the Parent Corporation or by mailing to the Parent
Corporation, by registered, certified or other first class mail, at the
address shown in Item 1 of the Declarations, written notice stating when,
not less than thirty (30) days thereafter, the cancellation shall become
effective. The mailing of such notice as aforesaid shall be sufficient
proof of notice and this Policy shall terminate at the date and hour
specified in such notice.
If the period of limitation relating to the giving of notice is prohibited
or made void by any law controlling the construction thereof, such period
shall be deemed to be amended so as to be equal to the minimum period of
limitation permitted by such law.
The Underwriter shall refund the unearned premium computed at customary
short rates if the Policy is terminated in its entirety by the Parent
Corporation. Under any other circumstances the refund shall be computed
pro rata.
XII. TERMINATION OF UNDERLYING INSURANCE
This Policy shall terminate immediately upon the termination of any one of
the policies scheduled in Item 4 of the Declarations whether by the
Insureds or the applicable Underlying Insurer. Notice of cancellation or
non-renewal of any one of the aforementioned policies duly given by any
aforementioned Underlying Insurer, shall serve as notice of the
cancellation or non-renewal of this Policy by the Underwriter.
DIRECTORS AND OFFICERS LIABILITY INSURANCE POLICY
Issued By
(LETTERHEAD OF CODA APPEARS HERE)
In Hamilton, Bermuda
THIS IS A CLAIMS FIRST MADE POLICY. DEFENSE AND OTHER COSTS
ARE INCLUDED IN THE LIMIT OF LIABILITY.
THIS IS A THREE-YEAR POLICY WITH AN AUTOMATIC
EXTENSION PROVISION.
PLEASE READ THIS POLICY CAREFULLY.
Words and phrases that appear below in all capital letters have
the special meanings set forth in Clause 2 (Definitions).
DECLARATIONS
Policy No. GS-212C
---------
Item I COMPANY: THE GILLETTE COMPANY
----------------------------------------------------------
Principal Address: Prudential Tower Building
-----------------------------------------------
Boston, MA 02199, U.S.A.
-----------------------------------------------
Item II POLICY PERIOD: From July 21, 1988 to June 1, 1996
------------- -------------
12:01 a.m. Standard Time at the address
of the Company stated above.
Item III LIMIT OF LIABILITY:
$20,000,000 Aggregate LIMIT OF LIABILITY for all LOSS paid
----------------- on behalf of all INSUREDS arising from all CLAIMS
first made during each POLICY YEAR.
Item IV PREMIUM:
At inception of first POLICY YEAR: $320,000
(prepaid total for three years). ------------------
6/1/93-94 Year - 140,000
---------------
6/1/94-95 Year - 155,000
---------------
6/1/95-96 Year - 165,000
---------------
At each anniversary
thereafter: Subject to adjustment on each anniversary date
in accordance with Clause 7 (Automatic
Extension) of this POLICY
CODA 03
ED 05 92
Item V Any notice to the COMPANY or, except in accordance with Clause 17
(Representation) of this POLICY, to the INSUREDS, shall be given or
made to the individual listed below, if any or otherwise to the
individual designated in the APPLICATION, if any, or otherwise to the
signer of the APPLICATION, and shall be given or made in accordance
with Clause 16 (Notice) of this POLICY.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Item VI Any notice to be given or payment to be made to the INSURER under this
POLICY shall be given or made to Corporate Officers & Directors
Assurance Ltd. The ACE Building, 30 Woodbourne Avenue, Hamilton HM 08,
Bermuda, Fax 809-295-5221. Telex 3543 ACEILBA, and shall be given or
made in accordance with Clause 16 (Notice) of this POLICY.
Item VII Schedule of Underlying Directors and Officers Insurance:
Policy Policy
Layer Carrier Number Year Limits Retention
- --------------------------------------------------------------------------------
Primary Lloyds 757/DJ930040 6/1/93-94 $10M NIL/NIL/$1,000,000
1st excess Lloyds 757/DJ930041 6/1/93-94 $10M Underlying
2nd excess Aetna 095LB100654391BCA 6/1/93-94 $20M Underlying
This POLICY shall constitute the entire contract between the INSUREDS, the
COMPANY, and the INSURER.
Endorsements 1 to 6 are made part of this POLICY at POLICY issuance.
Countersigned at Hamilton, Bermuda
on May 2nd, 1994
-----------------------------------------
by -----------------------------------------
Signature of Authorized Representative
TABLE OF CONTENTS
Clause Page
1. Insuring Clause.......................................................... 1
2. Definitions.............................................................. 2
3. Exclusions............................................................... 3
4. Appeals.................................................................. 4
5. Arbitration.............................................................. 5
6. Assistance and Cooperation............................................... 6
7. Automatic Extension...................................................... 6
8. Cancellation............................................................. 7
9. Changes and Assignments.................................................. 8
10. Payment of LOSS.......................................................... 8
11. Currency................................................................. 8
12. Headings................................................................. 8
13. INSUREDS' Reporting Duties............................................... 8
14. LOSS Provisions.......................................................... 9
15. Other Insurance.......................................................... 9
16. Notice................................................................... 9
17. Representation........................................................... 10
18. Severability............................................................. 10
19. Special POLICY Revisions................................................. 10
20. Subrogation.............................................................. 10
21. Acquisition, Creation or Disposition of a Subsidiary..................... 11
DIRECTORS AND OFFICERS LIABILITY INSURANCE
In consideration of the payment of the premium and in reliance on all statements
made and information furnished by the COMPANY to the INSURER in the APPLICATION,
which is hereby made a part hereof, and subject to the foregoing Declarations
and to all other terms of this POLICY, the COMPANY, the INSUREDS, and the
INSURER agree as follows:
1. INSURING CLAUSE
(a) The INSURER shall pay on behalf of the INSUREDS or any of them, any
and all LOSS that the INSUREDS shall become legally obligated to pay
by reason of any CLAIM or CLAIMS first made against the INSUREDS or
any of them during the POLICY PERIOD, for any WRONGFUL ACTS that are
actually or allegedly caused, committed, or attempted prior to the end
of the POLICY PERIOD by the INSUREDS, in excess of the amounts payable
under, or for which no amounts are payable with respect to such LOSS
under, or for which the insurer(s) wrongfully refuses or is
financially unable to pay under, the UNDERLYING INSURANCE, and not
exceeding the LIMIT OF LIABILITY: provided the INSURER shall not be
liable for any portion of LOSS unless:
(1) the insurer(s) of the UNDERLYING INSURANCE:
a. wrongfully refuses to indemnify the INSUREDS as required
under the terms of the UNDERLYING INSURANCE; or
b. is financially unable to indemnify the INSUREDS; or
(2) according to the terms and conditions of the UNDERLYING
INSURANCE, the insurer(s) of the UNDERLYING INSURANCE are not
liable for such portion of the LOSS; or
(3) the limit(s) of liability of the UNDERLYING INSURANCE has been
exhausted by reason of LOSSES paid thereunder.
(b) in the event that:
(1) part of all of a LOSS would be payable under the UNDERLYING
INSURANCE, but the limits of liability of the UNDERLYING
INSURANCE have been exhausted by reason of payments made
thereunder; or
(2) part of a LOSS is paid by the UNDERLYING INSURANCE.
then the INSURER shall be liable only for that part of LOSS otherwise
covered under this POLICY in excess of any required retention and co-
insurance amounts under such UNDERLYING INSURANCE, such liability not
to exceed the LIMIT OF LIABILITY.
(c) In the event that the INSUREDS or any of them suffer a LOSS:
(1) that is covered by the UNDERLYING INSURANCE, or
(2) that would be covered by the UNDERLYING INSURANCE except that
such insurance has been exhausted or reduced by reason of
payments thereunder
and the excess of which LOSS would be payable under this POLICY except
for terms and conditions of this POLICY that are not consistent with
the UNDERLYING INSURANCE, then notwithstanding anything in this POLICY
to the contrary except:
the LIMIT OF LIABILITY, subpart (a) of Clause 3 (Exclusions),
Clause 4 (Appeals), Clause 5 (Arbitration), Clause 6
(Assistance and Cooperation), Clause 8 (Cancellation)
reason of a CLAIM made against the INSUREDS for any WRONGFUL ACT, and shall
include but not be limited to compensatory, exemplary, punitive and multiple
damages, judgments, settlements, and reasonable and necessary costs of
investigation and defense of CLAIMS and appeals therefrom (including but not
limited to attorneys fees but excluding all salaries and office expenses of the
COMPANY, amounts paid to counsel as general retainer fees, and all other
expenses that cannot be directly allocated to a specific CLAIM), and cost of
attachment or similar bonds, providing always, however, LOSS shall not include
taxes, fines or penalties imposed by law, or matters that may be deemed
uninsurable under the law pursuant to which this POLICY shall be construed.
("Fines or penalties" do not include punitive, exemplary, or multiple damages).
(h) "POLICY" shall mean this insurance policy, including the APPLICATION, the
Declarations, and any endorsements hereto issued by the INSURER.
(i) "POLICY PERIOD" shall mean the period of time stated in Item II of the
Declarations, as may be automatically extended in accordance with Clause 7
(Automatic Extension) below. If this POLICY is cancelled in accordance with
subpart (c) or (d) of Clause 8 (Cancellation) below, the POLICY PERIOD
shall end upon the effective date of such cancellation.
(j) "POLICY YEAR" shall mean a period of one year, within the POLICY PERIOD,
commencing each year on the day and hour first named in Item II of the
Declarations, or if the time between the inception date, or any anniversary
date and the termination date of this POLICY is less than one year, then
such lesser period.
(k) "SUBSIDIARY" shall mean any corporation in which more than 50% of the
outstanding securities representing the present right to vote for election
of directors is owned, directly or indirectly, in any combination, by the
COMPANY and/or by one or more of its SUBSIDIARIES, at the starting date of
the POLICY PERIOD.
(l) "UNDERLYING INSURANCE" shall mean the directors and officers liability
insurance policies scheduled in Item VII of the Declarations.
(m) "WRONGFUL ACT" shall mean any actual or alleged error, misstatement,
misleading statement or act, omission, neglect, or breach of duty by the
INSUREDS while acting in their individual or collective capacities as
directors or officers of the COMPANY, or any other matter claimed against
them by reason of their being directors or officers of the COMPANY.
All such errors, misstatements, misleading statements or acts, omissions,
neglects or breaches of duty actually or allegedly caused, committed, or
attempted by or claimed against one or more of the INSUREDS arising out of
or relating to the same or series of related facts, circumstances,
situations, transactions or events shall be deemed to be a single WRONGFUL
ACT.
3. EXCLUSIONS
The INSURER shall not be liable to make any payment for LOSS in connection
with that portion of any CLAIM made against the INSUREDS:
(a) for which the COMPANY actually pays or indemnifies or is required or
permitted to pay on behalf of or to indemnify the INSUREDS pursuant to the
charter or other similar formative document or by-laws or written
agreements of the COMPANY duly effective under applicable law, that
determines and defines such rights of indemnity; provided, however, this
exclusion shall not apply if:
(1) the COMPANY refuses to indemnify or advance defense or other costs as
required or permitted, or if the Company is financially unable to
indemnify; and
3
5. ARBITRATION
(a) Any dispute arising in connection with this POLICY shall be fully
determined in Bermuda under the provisions of the Bermuda Arbitration
Act of 1986, as amended and supplemented, by a Board of Arbitration
composed of three arbitrators who shall all be disinterested, active
or retired business executives having knowledge relevant to the
matters in dispute, and who shall be selected for each controversy as
follows:
Either party to the dispute may, once a CLAIM or demand on his part
has been denied or remains unsatisified for a period of twenty (20)
calendar days by the other party, notify the other of its desire to
arbitrate the matter in dispute and at the time of such notification
the party desiring arbitration shall notify the other party of the
name of the arbitrator selected by it. The other party who has been so
notified shall within ten (10) calendar days thereafter select an
arbitrator and notify the party desiring arbitration of the name of
such second arbitrator. If the party notified of a desire for
arbitration shall fail or refuse to nominate the second arbitrator
within ten (10) calendar days following the receipt of such
notification, the party who first served notice of a desire to
arbitrate will, within an additional period of ten (10) calendar days,
apply to the Supreme Court of Bermuda for the appointment of a second
arbitrator and in such a case the arbitrator appointed by such a judge
shall be deemed to have been nominated by the party who failed to
select the second arbitrator. The two arbitrators, chosen as above
provided, shall within ten (10) calendar days after the appointment of
the second arbitrator choose a third arbitrator. In the event of the
failure of the first two arbitrators to agree on a third arbitrator
within the said ten (10) calendar day period, either of the parties
may within a period of ten (10) calendar days thereafter, after notice
to the other party, apply to the Supreme Court of Bermuda for the
appointment of a third arbitrator and in such case the person so
appointed shall be deemed and shall act as a third arbitrator. Upon
acceptance of the appointment by said third arbitrator, the Board of
Arbitration for the controversy in question shall be deemed fixed.
(b) The Board of Arbitration shall fix, by a notice in writing to the
parties involved, a reasonable time and place for the hearing and may
prescribe reasonable rules and regulations governing the course and
conduct of the arbitration proceeding, including without limitation
discovery by the parties.
(c) This POLICY shall be governed by and construed and enforced in
accordance with the internal laws of Bermuda, except insofar as such
laws may prohibit payment in respect of punitive damages hereunder;
provided, however, that the provisions, stipulations, exclusions and
conditions of this POLICY are to be construed in an evenhanded fashion
as between the parties; without limitation, where the language of
this POLICY is deemed to be ambiguous or otherwise unclear, the issue
shall be resolved in the manner most consistent with the relevant
provisions, stipulations, exclusions and conditions (without regard to
authorship of the language, without any presumption or arbitrary
interpretation or construction in favor of either the INSUREDS or the
INSURER) and in accordance with the intent of the parties.
(d) The Board of Arbitration shall, within ninety (90) calendar days
following the conclusion of the hearing, render its decision on the
matter or matters in controversy in writing and shall cause a copy
thereof to be served on all the parties thereto. In case the Board of
Arbitration fails to reach a unanimous decision, the decision of the
majority of the members of said Board shall be deemed to be the
decision of the Board.
(e) Each party shall bear the expense of its own arbitrator. The remaining
costs of the arbitration shall be borne equally by the parties to such
arbitration.
(f) All decisions and awards by the Board of Arbitration shall be final
and binding upon the parties. The parties hereby agree to exclude any
right of appeal under Section 29 of the Bermuda Arbitration Act of
1986 against any award rendered by the Board of Arbitration and
further agree
revoked or if during the remainder of the POLICY PERIOD the INSURER agrees
to extend coverage, this POLICY shall be continued or such agreed coverage
may be extended, respectively, to the expiration date which would otherwise
be applicable if such notice of non-extension had not been given, provided
the COMPANY submits the extension application and pays the charged premium.
If the COMPANY or the INSURER gives written notice that the POLICY extension
is not desired, the COMPANY shall pay on or before each of the two remaining
anniversary dates the charged premium for the next succeeding POLICY YEAR
respectively less a premium credit equal to the premium paid at inception of
the POLICY for Year 2 and Year 3 of the POLICY, respectively. If any such
premium credit exceeds the charged premium, the INSURER shall refund to the
COMPANY the difference within ten days following such anniversary date.
The premium charged on each anniversary of this POLICY shall be determined
by the rating plan and by laws of the INSURER in force at such anniversary
date.
8. CANCELLATION
This POLICY shall not be subject to cancellation except as follows:
(a) In the event during the POLICY PERIOD:
(1) the company named in Item I of the Declarations shall merge into or
consolidate with another organization in which the company named in
Item I of the Declarations is not the surviving entity, or
(2) any person or entity or group of persons and/or entities acting in
concert shall acquire securities or voting rights which results in
ownership or voting control by such person or entity or group of
persons or entities of more than 50% of the outstanding securities
representing the present right to vote for election of directors of
the company named in Item I of the Declarations.
This POLICY shall not apply to any WRONGFUL ACTS actually or allegedly
taking place after the effective date of said merger, consolidation or
acquisition; however, this POLICY shall remain in force for the
remainder of the POLICY PERIOD as to CLAIMS based upon WRONGFUL ACTS
alleged to have been committed prior to such date. All premiums paid or
due at the time of said merger, consolidation or acquisition shall be
fully earned and in no respect refundable.
(b) In the event of the appointment by any state or federal official, agency
or court of any receiver, conservator, liquidator, trustee,
rehabilitator or similar official to take control of, supervise, manage
or liquidate any entity included within the definition of the COMPANY,
or in the event such entity becomes a debtor in possession, this POLICY
shall not apply to any WRONGFUL ACTS by the directors and officers of
such entity actually or allegedly taking place after the date of such
event. This POLICY shall remain in force for the remainder of the POLICY
PERIOD from said date as to CLAIMS for (i) WRONGFUL ACTS by any other
INSUREDS, and (ii) WRONGFUL ACTS by the directors and officers of such
entity alleged to have been committed prior to the date of such event.
All premiums paid or due at the time of such event shall be fully
earned, and in no respect refundable. With respect to CLAIMS first made
after the date of such event for WRONGFUL ACTS by the directors and
officers of such entity, (i) the LIMIT OF LIABILITY of this POLICY for
the remainder of the POLICY PERIOD shall be a continuation of the same
limit, and not a separate limit, as was in effect during the POLICY YEAR
in which such event occurred, and (ii) such CLAIMS shall be deemed to
have been first made during the POLICY YEAR in which such event occurred
for purposes of the LIMIT OF LIABILITY.
(c) This POLICY may be cancelled by mutual agreement and consent of the
INSURER, the COMPANY, and the INSUREDS upon such terms and conditions as
respects return premium
nature of the WRONGFUL ACT, the alleged injury, the names of the
claimants, and the manner in which the INSUREDS or COMPANY first
became aware of the CLAIM; or
(b) event described in subpart (a) or (b) of Clause 8 (Cancellation)
above,
and shall cooperate with the INSURER and give such additional information
as the INSURER may reasonably require.
The INSUREDS and/or the COMPANY shall give written notice to the INSURER
of any:
(a) material change in the terms or conditions of the UNDERLYING
INSURANCE; or
(b) nonrenewal or cancellation of the UNDERLYING INSURANCE.
within 30 days after the INSUREDS and/or the COMPANY receive or have notice
of such change, nonrenewal or cancellation and any additional premium
reasonably required by the INSURER as a result of such change, nonrenewal
or cancellation shall be paid within 30 days of the request therefor by the
INSURER.
14. LOSS PROVISIONS
(a) The time when a CLAIM shall be made for purposes of determining the
application of Clause 1 (Insuring Clause) above shall be the date on
which the CLAIM is first made against the INSURED.
(b) If during the POLICY PERIOD, the INSUREDS or the COMPANY shall become
aware of any circumstances that are likely to give rise to a CLAIM
being made against the INSUREDS, and shall give written notice to the
INSURER of the circumstances and the reasons for anticipating a CLAIM,
with particulars as to dates and persons involved, then any CLAIM that
is subsequently made against the INSUREDS arising out of such
circumstances shall be treated as a CLAIM made during the first POLICY
YEAR in which the INSUREDS or the COMPANY gave such notice.
(c) The COMPANY and the INSUREDS shall give the INSURER such information
and cooperation as it may reasonably require and as shall be in the
COMPANY's and the INSUREDS' power.
15. OTHER INSURANCE
Subject to subparts (f) and (g) of Clause 3 (Exclusions), if other valid
and collectible insurance with any other insurer, whether such insurance is
issued before, concurrent with, or after inception of this POLICY, is
available to the INSUREDS covering a CLAIM also covered by this POLICY,
other than the UNDERLYING INSURANCE and insurance that is issued
specifically as insurance in excess of the insurance afforded by this
POLICY, this POLICY shall be in excess of and shall not contribute with
such other insurance. Except as allowed by subpart (c) of Clause 1
(Insuring Clause), nothing herein shall be construed to make this POLICY
subject to the terms of other insurance.
16. NOTICE
All notices under any provision of this POLICY shall be in writing and
given by prepaid express courier or electronic service properly addressed
to the appropriate party at the respective addresses as shown in Items V
and VI of the Declarations. Notice so given shall be deemed to be received
and effective upon actual receipt thereof by the party or one day following
the date such notice is sent, whichever is earlier.
9
21. ACQUISITION, CREATION OR DISPOSITION OF A SUBSIDIARY
(a) Coverage shall apply to the directors and officers of any subsidiary
corporation in which more than 50% of the outstanding securities
representing the present right to vote for election of directors is
owned, directly or indirectly, in any combination, by the COMPANY
and/or one or more of its SUBSIDIARIES, and which is acquired or
created after the inception of this POLICY, if written notice is given
to the INSURER within 30 days after the acquisition or creation, and
any additional premium required by the Insurer paid within thirty days
of the request therefor by the INSURER. The INSURER waives the
obligation to provide notice and to pay any additional premium if the
assets of such newly created or acquired company are not more than 10%
of the total assets of the COMPANY or $250,000,000, whichever is less.
The coverage provided for the directors and officers of such new
subsidiary shall be limited to CLAIMS for WRONGFUL ACTS actually or
allegedly taking place subsequent to the date of acquisition or
creation of the subsidiary.
(b) Coverage shall not apply to directors and officers of any subsidiary,
including a SUBSIDIARY as defined in Clause 2 (Definitions) above, for
CLAIMS for WRONGFUL ACTS actually or allegedly taking place subsequent
to the date that the COMPANY and/or more of its SUBSIDIARIES, directly
or indirectly, in any combination, ceases to own more than 50% of the
outstanding securities representing the present right to vote for
election of directors in such subsidiary.
IN WITNESS WHEREOF, the INSURER has caused this POLICY to be signed by its
President and Secretary and countersigned on the Declarations Page by a duly
authorized agent of the INSURER.
/s/ /s/
- -------------------------------------- ----------------------------------------
Secretary President
CORPORATE OFFICERS AND DIRECTORS ASSURANCE LTD.
Endorsement No. 1 Effective Date of Endorsement June 1, 1993
----------- -------------------------
Attached to and forming part of POLICY NO. GS-212C
--------------------------------------
COMPANY THE GILLETTE COMPANY
-------------------------------------------------------------------------
It is understood and agreed that this POLICY is hereby amended as indicated
below.
All other terms of this POLICY remain unchanged.
REVISED THREE-YEAR POLICY FORM ENDORSEMENT
------------------------------------------
(Replacement Policy Form)
It is understood and agreed that pursuant to Clause 19 "Special Policy
Revisions" and with the consent of the company named in Item I of the
Declarations, this POLICY is changed as of the effective date set forth above by
cancelling the POLICY form (including endorsements) in effect as of the
effective date of this Endorsement and reissuing the revised POLICY form
(including revised endorsement forms) to which this Endorsement is attached.
Coverage under this POLICY for all CLAIMS first made against the INSUREDS
prior to the effective date of this Endorsement shall be governed by such prior
POLICY form (including endorsements thereto). Coverage under this POLICY for all
CLAIMS first made against the INSUREDS on or after the effective date of this
Endorsement shall be governed by the POLICY form (including endorsements) to
which this Endorsement is attached.
Except as may be agreed to by the INSURER in writing, such change in POLICY
form shall not change the inception date, anniversary date, LIMIT OF LIABILITY,
or POLICY YEAR of this POLICY. The maximum liability of the INSURER for all LOSS
arising from all CLAIMS first made during the POLICY YEAR in which this
Endorsement becomes effective shall be the amount described in Item III of the
Declarations.
/s/
- ------------------------------------ -------------------------------------
Signature of Authorized Signature of Authorized
Representative of COMPANY Representative of INSURER
CORPORATE OFFICERS AND DIRECTORS ASSURANCE LTD.
Endorsement No. 2 Effective Date of Endorsement August 20, 1990
---------- ------------------------
Attached to and forming part of POLICY No. GS-212C
-------------------------------------
COMPANY THE GILLETTE COMPANY
-------------------------------------------------------------------------
It is understood and agreed that this POLICY is hereby amended as indicated
below. All other terms of this POLICY remain unchanged.
OUTSIDE POSITIONS ENDORSEMENT:
SUBLIMIT, NON-SPECIFIC INDIVIDUALS
(A) Subject to the sublimit of liability set forth in (C) below, the definition
of "INSUREDS" is hereby extended to include:
(1) all persons who were, are, or shall be serving as directors,
officers, trustees, governors, partners or the equivalent thereof for
any corporation, partnership, joint venture, eleemosynary
institution, non-profit organization, industry association, or
foundation, (any such enterprises referred to below as "Entity"), if:
(a) such activity is part of their duties regularly assigned by
the COMPANY, or
(b) they are a member of a class of persons so directed to serve by
the COMPANY
(2) the estates, heirs, legal representatives or assigns of deceased
persons who were INSUREDS, as defined in subpart (A)(I) above, and
the legal representatives or assigns of INSUREDS in the event of
their incompetency, insolvency or bankruptcy.
(B) It is further understood and agreed that this extension of coverage:
(1) is to be excess of any other insurance and excess of any director or
officer liability insurance and or company reimbursement insurance
any conditions in such other insurance notwithstanding:
(2) shall not apply to any LOSS for which such Entity or the COMPANY
actually pays or indemnities or is required or permitted to pay on
behalf of or to indemnify the INSUREDS pursuant to the charter or
other similar formative document or by-laws or written agreements of
such Entity or the COMPANY duly effective under applicable law, that
determines and defines such rights of indemnity; provided, however,
this subpart (2) shall not apply if:
(a) such Entity and the COMPANY refuse to indemnify or advance
defense or other costs as required or permitted, or if such
Entity and the COMPANY are financially unable to indemnify: and
(b) the INSUREDS comply with Clause 20 (Subrogation) of the POLICY:
(3) shall not apply to any LOSS in connection with any CLAIM made against
the INSUREDS in their capacity as directors or officers of Corporate
Officers & Directors Assurance Ltd. or Corporate Officers & Directors
Assurance Holding, Ltd: and
(4) is not to be construed to extend to the Entity nor to any other
director, officer, trustee, governor, partner or employee of such
Entity.
(C) In lieu of the LIMIT OF LIABILITY stated in Item III of the Declarations,
the limit of liability of the INSURER for this extension of coverage shall
be $ 5,000,000 in the aggregate for all LOSS which is covered by reason of
this extension of coverage and which is paid on behalf of all INSUREDS
arising from all CLAIMS first made during each POLICY YEAR. It is
understood that the amount stated in Item III of the Declarations is the
maximum amount payable by the INSURER under this POLICY for all CLAIMS
first made during each POLICY YEAR, and that this Endorsement extends
coverage with a submit which further limits the INSURER'S liability and
does not increase the INSURER'S maximum liability beyond the LIMIT of
LIABILITY stated in Item III the Declarations. It is further understood
that such sublimit is separate from and payment of LOSS pursuant to this
Endorsement does not reduce the sublimit or limit contained in any other
Outside Positions Endorsement to this POLICY.
(D) Solely for purposes of this extension of coverage, the definition of
"WRONGFUL ACT" is hereby modified to replace the word "COMPANY" with the
word "ENTITY" wherever the word "COMPANY" appears.
(E) Solely for purposes of applying subparts (i) and (j) of Clause 3
(Exclusions) of the POLICY to this extension of coverage, the definition of
"COMPANY" is hereby modified to include such Entity.
/s/
-----------------------------------------
Signature of Authorized Representative
CORPORATE OFFICERS AND DIRECTORS ASSURANCE LTD.
Endorsement No. 3 Effective Date of Endorsement June 1, 1991
------ ----------------
Attached to and forming part of POLICY No. GS-212C
--------------------------------
COMPANY THE GILLETTE COMPANY
-------------------------------------------------------------------
It is understood and agreed that this POLICY is hereby amended as indicated
below. All other terms of this POLICY remain unchanged.
OUTSIDE POSITIONS ENDORSEMENT:
SUBLIMIT, SPECIFIC INDIVIDUALS
(A) Subject to the sublimit of liability set forth in (C) below, the definition
of "INSUREDS" is hereby extended to include:
(1) the following persons who were, are, or shall be serving as directors,
officers, trustees, governors, partners or the equivalent thereof for
any corporation, partnership, joint venture, eleemosynary institution,
non-profit organization, industry association, or foundation, (any
such enterprises referred to below as "Entity"):
MR. ALFRED M. ZEIEN
--------------------------------------------------------------------
MR. JOSEPH E. MULLANEY
--------------------------------------------------------------------
--------------------------------------------------------------------
provided, however, that:
(a) such activity is part of their duties regularly assigned by the
COMPANY, or
(b) they are so directed to serve by the COMPANY.
(2) the estates, heirs, legal representatives or assigns of deceased
persons who were INSUREDS, as defined in subpart (A)(1) above, and the
legal representatives or assigns of INSUREDS in the event of their
incompetency, insolvency or bankruptcy.
(B) It is further understood and agreed that this extension of coverage:
(1) is to be excess of any other insurance and excess of any director or
officer liability insurance and/or company reimbursement insurance any
conditions in such other insurance notwithstanding:
(2) shall not apply to any LOSS for which such Entity or the COMPANY
actually pays or indemnifies or is required or permitted to pay on
behalf of or to indemnify the INSUREDS pursuant to the charter or
other similar formative document or by-laws or written agreements of
such Entity or the COMPANY duly effective under applicable law, that
determines and defines such rights of indemnity; provided, however,
this subpart (2) shall not apply if:
(a) such Entity and the COMPANY refuse to indemnify or advance
defense or other costs as required or permitted, or if such
Entity and the COMPANY are financially unable to indemnify; and
(b) the INSUREDS comply with Clause 20 (Subrogation) of the
POLICY;
(3) shall not apply to any LOSS in connection with any CLAIM made
against the INSUREDS in their capacity as directors or officers
of Corporate Officers & Directors Assurance Ltd. or Corporate
Officers & Directors Assurance Holding, Ltd.; and
(4) is not to be construed to extend to the Entity nor to any other
director, officer, trustee, governor, partner or employee of such
Entity.
(C) In lieu of the LIMIT OF LIABILITY stated in Item III of the
Declarations, the limit of liability of the INSURER for the extension
of coverage afforded by this Endorsement shall be $15,000,000 in the
aggregate for all LOSS which is covered by reason of this Endorsement
and which is paid on behalf of all INSUREDS arising from all CLAIMS
first made during each POLICY YEAR. It is understood that the amount
stated in Item III of the Declarations is the maximum amount payable
by the INSURER under this POLICY for all CLAIMS first made during each
POLICY YEAR, and that this Endorsement extends coverage with a
sublimit which further limits the INSURER'S liability and does not
increase the INSURER'S maximum liability beyond the LIMIT OF LIABILITY
stated in Item III the Declarations. It is further understood that
such sublimit is separate from, and payment of LOSS pursuant to this
Endorsement does not reduce, the sublimit or limit contained in any
other Outside Positions Endorsement to this POLICY.
(D) Solely for purposes of this extension of coverage, the definition is
of "WRONGFUL ACT" is hereby modified to replace the word "COMPANY"
with the word "Entity" wherever the word "COMPANY" appears.
(E) Solely for purposes of applying subparts (i) and (j) of Clause 3
(Exclusions) of the POLICY to this extension of coverage, the
definition of "COMPANY" is hereby modified to include such Entity.
--------------------------------------------
Signature of Authorized Representative
CODA Letterhead goes here
Endorsement No. 4 Effective Date of Endorsement June 1, 1993
----------- -----------------------
Attached to and forming part of POLICY No. GS-212C
--------------------------------------
COMPANY The GILLETTE COMPANY
-------------------------------------------------------------------------
It is understood and agreed that this POLICY is hereby amended as indicated
below. All other terms of this POLICY remain unchanged.
THREE-YEAR POLICY REVISION
GRANDFATHER ENDORSEMENT
Clause 8(e) of the POLICY is deleted in its entirety and Clause 7 of the POLICY
is amended to read in its entirety as follows:
Except in the event this POLICY is canceled in whole or in part in
accordance with Clause 8 (Cancellation) below, on each anniversary
of this POLICY, upon submission of the extension application and
payment of the charged premium, this Policy shall automatically be
continued to a date one year beyond its previously stated expiration
date, unless written notice is given by the INSURER to the COMPANY,
or by the COMPANY to the INSURER, that such POLICY extension is not
desired. Such written notice may be given at any time prior to the
anniversary of the POLICY, except that such notice by the INSURER to
the COMPANY may be given only during the period commencing ninety
(90) days and ending ten (10) days prior to such anniversary, in
which case the POLICY shall automatically expire two years from such
anniversary date. Such written notice shall be given by the
INSURER to the COMPANY only if it is determined to be appropriate by
an affirmative vote of a majority of the INSURER's entire Board at a
meeting of said Board prior to mailing of such notice.
The premium charged on each anniversary of this POLICY shall be
determined by the rating plan and by-laws of the INSURER in force at
such anniversary date.
As of the second anniversary of the Effective Date of this Endorsement, (i) the
foregoing deletion of Clause 8 (e) and amendment of Clause 7 shall terminate,
(ii) Clause 8 (e) shall read in its entirety as set forth in the POLICY form to
which this Endorsement is attached, and (iii) Clause 7 shall read in its
entirety as follows:
Except in the event this POLICY is canceled in whole or in part in
accordance with Clause 8 (Cancellation) below, on each anniversary
of this POLICY, upon submission of the extension application and
payment of the charged premium, this POLICY shall automatically be
continued to a date one year beyond its previously stated expiration
date, unless written notice is given by the INSURER to the COMPANY,
or by the COMPANY to the INSURER, that such POLICY extension is not
desired. Such written notice may be given at any time prior to the
anniversary of the POLICY, except that such notice by the INSURER to
the COMPANY may be given only during the period commencing ninety
(90) days and ending ten (10) days prior to such anniversary, in
which case the POLICY shall automatically expire two years from such
anniversary date.
Such written notice shall be given by the INSURER to the COMPANY only
if it is determined to be appropriate by an affirmative vote of 2/3
of the INSURER'S entire Executive Committee at a meeting of said
Committee prior to mailing of such notice. Any non-extension by the
INSURER shall be revoked as of the next meeting of the INSURER'S
Board of Directors if the Board at such meeting so determines by an
affirmative vote of a majority of the entire Board. It any such non-
extension is so revoked or if during the remainder of the POLICY
PERIOD the INSURER agrees to extend coverage, this POLICY shall be
continued or such agreed coverage may be extended, respectively, to
the expiration date which would otherwise be applicable if such
notice of Non-extension had not been given, provided the COMPANY
submits the extension application and pays the charged premium.
If the COMPANY or the INSURER gives written notice that the POLICY
extension is not desired, the COMPANY shall pay on or before each of
the two remaining anniversary dates the charged premium for the next
succeeding POLICY YEAR respectively less a premium credit equal to
the premium paid for the two respective POLICY YEARS remaining in the
POLICY PERIOD as of the effective date of this Endorsement. If any
such premium credit exceeds the charged premium, the INSURER shall
refund to the COMPANY the difference within ten days following such
anniversary date.
The premium charged on each anniversary of this POLICY shall be determined by
the rating plan and by-laws of the INSURER in force at such anniversary date.
---------------------------------------
Signature of Authorized Representative
CORPORATE OFFICERS AND DIRECTORS ASSURANCE LTD.
Endorsement No. 5 Effective Date of Endorsement June 1, 1991
--- ---------------------------
Attached to and forming part of POLICY No. GS-212C
---------------------------------
COMPANY THE GILLETTE COMPANY
--------------------------------------------------------------------
It is understood and agreed that this POLICY is hereby amended as indicated
below. All other terms of this POLICY remain unchanged.
INSURED DEFINITION ENDORSEMENT
------------------------------
Subpart (d) of Clause 2 (Definitions) of this POLICY is hereby deleted in its
entirety and replaced with the following:
(d) "INSUREDS" shall mean:
(1) all persons who were, now are, or shall be duly elected or
appointed directors, officers, operating division presidents,
functional vice presidents, general managers, area general
managers and group general managers of the COMPANY or any
unincorporated divisions of the COMPANY; or
(2) the estates, heirs, legal representatives or assigns of deceased
INSUREDS who were directors, officers, operating division
presidents, functional vice presidents, general managers, are
general managers and group general managers of the COMPANY or any
unincorporated divisions of the COMPANY at the time of the
WRONGFUL ACT upon which such CLAIMS are based were committed, and
the legal, representatives or assigns of INSUREDS in the event of
their incompetency, insolvency or bankruptcy.
All other terms and conditions remain unchanged.
By
-------------------------------------
Authorized Representative
CORPORATE OFFICERS AND DIRECTORS ASSURANCE LTD.
Endorsement No. 6 Effective Date of Endorsement November 17, 1988
------- -----------------------------
Attached to and forming part of POLICY No. GS-212C
--------------------------------------
COMPANY THE GILLETTE COMPANY
-------------------------------------------------------------------------
It is hereby understood and agreed that Clause 2.(d) (Definition of Insureds),
is extended to include those individuals serving in the following positions:
- Group General Manager, - President, Blade and Razor Group,
Gillette International, North America Division
Asia-Pacific Group
- President, Jafra Cosmetics
- President, Oral-B Laboratories
- President, Blade and Razor Group,
- President Directeur General, European Division
Financiere Gillette Societe
Participation - President, Stationary Products Group,
European Division
- President, Personal Care Group,
European Division - President, Personal Care Group,
North America Division
- President, Stationery Products
Group, North America Division
- Group General Manager,
Gillette International, Latin
American Group
- Group General Manager,
Gillette International, Africa,
Middle East and Eastern Europe
All other terms and conditions remain unchanged.
By /s/
-----------------------------
Authorized Representative
[LETTERHEAD OF JOHNSON & HIGGINS APPEARS HERE]
June 1, 1994
Mr. Thomas Welgoss
Manager, Corporate Insurance
The Gillette Company
Prudential Tower Building
Boston, MA 02199
USA
Dear Mr. Welgoss:
RE: THE GILLETTE COMPANY
ACE/CODA D & O LIABILITY
ACE and CODA have confirmed binding D&O Liability coverage as follows:
Quote
- -----
ACE Insurance Co. Ltd. is pleased to acknowledge receipt of Dlrs 155,000 and
confirm binding the following:
Policy Period: June 1, 1994-1995
Limit of Liability: Dlrs 10m xs Dlrs 6m D&O and
Dlrs 10m xs Dlrs 40m C.R.
Structure:
NAME LIMITS
---- ------
D&O C.R.
London 15m 15m
Chubb 15m 15m
Aetna 10m 10m
CODA 20m -
ACE 10m (GS-7295D) 10m (GS-7296D)
Continued/
- -------------------------------------------------------------------------------
Page 2
Followed policies are London C.R., CODA D&O.
Coverage is D&O and C.R.
Cover will be issued on policy form D&O 6-88, policy numbers shown above.
Endorsements to be included:
- Discovery Period Endorsement
- Cancellation Endorsement
- Excess DIC Endorsement
- Endorsement amending Clause III B (i) and (ii)
- Specific Combined Limit of Liability Endorsement
- Endorsement amending section II - A&C
Unquote
- -------
Quote
- -----
CODA is pleased to acknowledge receipt of $155,000 and confirm binding Extension
of XS/DIC cover as follows:
Policy Period: June 1, 1996-1997
Limit of Liability: $20 Million
Premium: $155,000 Minus $10,000 XS/DIC
Structure: NAME LIMITS
---- ------
London 15m
Chubb 15m
Aetna 10m
Endorsements to be included: As expiring.
Specific Inclusions: Prior Acts cover for Directors & Officers of Parker Pens.
UNQUOTE
- -------
Continued/
Page 3
This Policy is issued as an offshore placement. The insurance is placed with an
Insurer not admitted to write insurance by any State. The Insurer is not under
the jurisdiction of, or subject to supervision, regulation, or examination by
the States. In case of insolvency, payment of claims is not guaranteed and you
will not be protected by any State Guarantee Funds. Any applicable taxes,
including but not limited to Federal Excise Tax, are the responsibility of the
Insured to settle are in addition to the premium.
We look forward to receiving copies of the underlying policies as they become
available. Should you have any questions, please call.
Yours sincerely,
/s/ Gaynelle
- ------------------
Gaynelle Williams
Account Executive
cc: Joan Goldberg - J & H Boston
SS3656:GPW
PENSION AND WELFARE FUND
FIDUCIARY RESPONSIBILITY INSURANCE POLICY
SPECIAL ENDORSEMENT NO. 6
To be attached to and form part of:
Policy No. 06 FF 100887749 BCA
Issued to: THE GILLETTE COMPANY RETIREMENT PLAN
It is agreed that:
1. Section V. Policy Period: Territory, is hereby deleted in its entirety and
replaced with the following as respects the plans outlined in the schedule
below:
This insurance applies to claims first made during the policy period
described in the Declarations occurring anywhere in the world, except as
provided in subsection (c), of this endorsement, provided that with respect
to any claim for damages brought outside the United States of America, its
territories or possessions, Canada or the United Kingdom,
(a) It shall be the duty of the Insured and not the duty of the Company
to defend or settle such claim or suit brought against the Insured,
provided that no expenses shall be incurred without the Company's
consent, such consent not to be unreasonably withheld.
(b) In the event that a claim is made for which coverage is provided by
Section 1. Insuring Agreement, and consent is then given pursuant to
item 1 (a) of this Special Endorsement, the Company shall pay defense
expenses with respect to such a covered claim on a current basis upon
such terms as the Company may reasonably require, provided that such
reimbursement shall not be deemed to waive any rights or defenses of
the Company or reservations of such rights or defenses, including,
but not limited to, the right of the Company to recover any such
reimbursement if it is determined that it was not payable under this
Policy. The Company will reimburse the Insured for the reasonable
cost of defense expenses in excess of the deductible amount stated in
the Declarations, all subject to and within the applicable limit of
the Company's liability. Such reimbursement shall be made in United
States currency at the rate of exchange prevailing on the date the
judgment is rendered or the amount of the settlement is agreed upon
or the date expenditure is made.
(c) The policy shall not apply to any claim brought in any country not
maintaining active diplomatic relations with the United States of
America at the time claim is first made in writing.
The Company is not an admitted or authorized insurer outside of the
United States of America, its territories or possessions, or Canada,
and the Company assumes no responsibility for the furnishing of
certificates or evidence of insurance, or bonds in any country in
which it is not admitted or authorized. The Company shall not be
liable for any fine or penalty imposed upon the Insured for failing
to insure with an admitted or authorized insurer nor for any other
failure of the Insured to comply with an insurance law of a country,
state, province, territory or possession in which the Company is not
an admitted authorized insurer.
DESIGNATED FOREIGN PLAN SCHEDULE
--------------------------------
From and after the time this endorsement becomes effective, the Name of the
Designated Trust or Plan includes:
Gillette de Argentina Defined Benefit Plan (executives)
Gillette Australia Combination Defined Benefit/Defined Contribution Plan
Oral-B Labs (Australia) Defined Contribution Plan
Braun Electric Austria Defined Benefit Plan
Gillette (Austria) and Jafra Austria Defined Benefit Plan
Braun Belgium Defined Benefit Plan
Gillette Belgium Defined Benefit Plan
Gillette do Brasil & Cia Defined Benefit Plan
Braun Denmark Defined Contribution Plan
PENSION AND WELFARE FUND
FIDUCIARY RESPONSIBILITY INSURANCE POLICY
Gillette A/S (Denmark) Defined Benefit Plan
Braun Finland Oy Defined Benefit Plan
Oy Gillette Finland Ab Defined Benefit Plan
Braun France S.A. Defined Contribution Plan
Gillette France (Annecy) Defined Contribution Plan
Oral-B Labs (France) Defined Contribution Plan
Waterman S.A. (France) Defined Contribution Plan
Braun AG (Germany) Defined Benefit Plan
Gillette Deutschland Defined Benefit Plan
Jafra Cosmetics Gmbh Defined Benefit Plan
Oral-B Labs. Gmbh Defined Contribution Plan
Parker Pen Gmbh Defined Benefit Plan
Braun Nederland (Holland) Defined Benefit Plan
Gillette Nederland and Jafra BV (Holland) Defined Benefit Plan
Gillette (Hong-Kong) Ltd. & Far East Trading Defined Contribution Plan
Gillette Indonesia and Oral-B Indonesia Defined Benefit Plan
Braun Ireland Ltd. Defined Benefit Plan
Oral-B Labs Ireland Defined Benefit Plan
Gillette Group Italy SpA Defined Benefit Plan (for the Dirigenti)
Gillette Caribbean Ltd. (Jamaica) Defined Benefit Plan
Braun Japan Defined Benefit Plan
Gillette (Japan) Inc. and Parker Pen Japan Defined Benefit Plan
Gillette Interproducts Ltd. (Kenya) Defined Contribution Plan
Gillette Malaysia Defined Contribution Plan
Gillette de Mexico SA Defined Benefit Plan (fund for legal indemnity)
Gillette (New Zealand) Defined Contribution Plan
Braun Norge A/S (Norway) Defined Benefit Plan
Gillette Norge A/S Defined Benefit Plan
Interpak Shaving Products Ltd. (Pakistan) Combination Defined Benefit/Defined
Contribution Plan
Gillette Philippines Defined Benefit Plan
Gillette South Africa Defined Benefit Plan
Oral-B Labs (South Africa) Defined Contribution Plan
Gillette Espanola (Spain) Defined Benefit Plan
Gillette (Switzerland) AG Defined Benefit Plan
Gillette Thailand Ltd. Defined Contribution Plan,
and any other Employee Welfare Benefit Plan or Welfare Plan sponsored by a non
U.S./non Canadian/non United Kingdom subsidiary of The Gillette Company or any
foreign Welfare Benefit Plan or Welfare Plan sponsored by The Gillette Company
or a domestic subsidiary; in addition, any Pension Plan or Trust created or
acquired by a non U.S./non Canadian/non United Kingdom subsidiary of The
Gillette Company, or any foreign Pension Plan or Trust created or acquired by
The Gillette Company or a domestic subsidiary, provided written notice of such
created or acquired plan(s) is given to the Company in writing within 90 days
unless the newly created or acquired plan(s) assets are $25,000,000 (TWENTY FIVE
MILLION AND NO/100s Dollars) or less which then requires annual reporting to the
Company at the policy anniversary.
2. As respects this Special Endorsement, Section VIII, Supplementary Payments
is eliminated in its entirety and replaced with:
"The Company will pay as part of the Limit 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.
The Company will pay as part of the Limit of Liability shown in the
Declarations reasonable expenses incurred by the Insured at the Company's
consent."
3. 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.
PENSION AND WELFARE FUND
FIDUCIARY RESPONSIBILITY INSURANCE POLICY
4. 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. 15
- ------------------------------------------------------------------------------
(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)
Endorsement effective
THE AETNA CASUALTY AND SURETY COMPANY
By: (SIGNATURE WAIVED)
-------------------------------
Authorized Representative
Accepted by:
FIDUCIARY RESPONSIBILITY INSURANCE POLICY
[LOGO OF AETNA
APPEARS HERE]
SPECIAL ENDORSEMENT NO. 5
-------------------------
To be attached to and form part of
Policy No: 06 FF 100887749 BCA
Issued to: THE GILLETTE COMPANY RETIREMENT PLAN
It is agreed that:
1. Section V. Policy Period: Territory, is hereby deleted in its entirety and
replaced with the following:
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, Canada or the United Kingdom.
2. 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. 14
- --------------------------------------------------------------------------------
(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)
Endorsement effective
THE AETNA CASUALTY AND SURETY COMPANY
By: (SIGNATURE WAIVED)
---------------------------------
Authorized Representative
Accepted by:
- ---------------------------------
Insurance Representative
TERRITORY ENDORSEMENT
Aetna FIDUCIARY RESPONSIBILITY INSURANCE POLICY
Letter-
Head SPECIAL ENDORSEMENT NO. 4
To be attached to and form part of:
Policy No.: 06 FF 100887749 BCA
Issued to: THE GILLETTE COMPANY RETIREMENT PLAN
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 Welfare Benefit Plan or Welfare 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, located in the United Kingdom or Canada.
2. THE GILLETTE COMPANY
--------------------
Name of Employer
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. 13
- --------------------------------------------------------------------------------
(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)
Endorsement effective
THE AETNA CASUALTY AND SURETY COMPANY
By: (SIGNATURE WAIVED)
----------------------------------
Authorized Representative
Accepted by:
- ---------------------------------------
Insurance Representative
OMNIBUS WELFARE PLAN ENDORSEMENT FOR THE UNITED KINGDOM AND CANADA
For use with Aetna Casualty & Surety
Fiduciary Responsibility Insurance Policy
FIDUCIARY RESPONSIBILITY INSURANCE POLICY
[LOGO OF AETNA
APPEARS HERE]
SPECIAL ENDORSEMENT NO. 3
-------------------------
To be attached to and form part of
Policy No: 06 FF 100887749 BCA
Issued to: THE GILLETTE COMPANY RETIREMENT PLAN
It is agreed that:
1. Section III, Definition of Insured, item (1) is hereby amended deleting the
words..." or any interest owned or controlled by said sole sponsor, "...and
substituting the words..." or by any interest owned or controlled by said
sole sponsor or which herein includes those affiliated companies managed by
said sole sponsor even though said sole sponsor may own less than 50% of the
voting stock,"...
2. 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. 12
- --------------------------------------------------------------------------------
(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)
Endorsement effective
THE AETNA CASUALTY AND SURETY COMPANY
By: (SIGNATURE WAIVED)
---------------------------------
Authorized Representative
Accepted by:
- ---------------------------------
Insurance Representative
MANAGED COMPANIES ENDORSEMENT
[LOGO OF
AETNA FIDUCIARY RESPONSIBILITY INSURANCE POLICY
APPEARS
HERE] SPECIAL ENDORSEMENT NO. 2
-------------------------
To be attached to and form part of
Policy No: 06 FF 100887749 BCA
Issued to: THE GILLETTE COMPANY RETIREMENT PLAN
It is agreed that:
1. Subsection (1) of Section III DEFINITION OF INSURED is amended by
substituting a comma for the period at the end of said subsection and by
adding the following:
"however, written notice shall not be required if the aggregate asset
value of such newly created Trust(s) or Employee Benefit Plan(s) and any
other Trust(s) or Employee Benefit Plan(s) hereafter acquired through
consolidation, merger or takeover of any one specific firm by the sole
sponsor or by any interest owned or controlled by said sole sponsor is
less than TWENTY FIVE MILLION AND NO/100 DOLLARS ($25,000,000.00)."
2. Subsection (5) of Section III DEFINITION OF INSURED is amended by deleting
the word "provided:" at the end of the fourth line of said subsection and
by substituting the following:
"however, if the aggregate asset value of any Trust(s) or Employee Benefit
Plan(s) hereafter acquired through consolidation, merger or takeover of
any one specific firm and any additional Trust(s) or Employee Benefit
Plan(s) created during the policy period by the sole sponsor referred to
in Item (2) above, or by any interest owned or controlled by said sole
sponsor is TWENTY FIVE MILLION AND NO/100 DOLLARS ($25,000,000.) or
greater, then such Trust(s) and Employee Benefit Plan(s) is an Insured,
provided:"
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. 11
Policy No. 06 FF 100887749 BCA
- --------------------------------------------------------------------------------
(Completed 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)
Endorsement effective
THE AETNA CASUALTY AND SURETY COMPANY
By: (SIGNATURE WAIVED)
---------------------------------
Authorized Representative
Accepted by:
- ------------------------------
Insurance Representative
NOTICE REQUIREMENT THRESHOLD ENDORSEMENT
FIDUCIARY RESPONSIBILITY INSURANCE POLICY
[LOGO OF AETNA
APPEARS HERE]
SPECIAL ENDORSEMENT NO. 1
-------------------------
To be attached to and form part of:
Policy No: 06 FF 100887749 BCA
Issued to: THE GILLETTE COMPANY RETIREMENT PLAN
It is agreed that:
1. Exclusion (4) of Section II EXCLUSIONS is hereby deleted and replaced by the
following:
"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, but this exclusion shall not apply to any claim
arising out of the Insured's failure to comply with the Consolidated Omnibus
Budget Reconciliation Act of 1986, as amended;"
2. 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. 10
- --------------------------------------------------------------------------------
(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)
Endorsement effective
THE AETNA CASUALTY AND SURETY COMPANY
By: (SIGNATURE WAIVED)
---------------------------------
Authorized Representative
Accepted by:
- ---------------------------------
Insurance Representative
COBRA ENDORSEMENT
[LETTERHEAD OF
AETNA APPEARS HERE]
PENSION AND WELFARE FUND
FIDUCIARY RESPONSIBILITY INSURANCE POLICY
To be attached to and form part of:
Policy No: 06 FF 100887749 BCA
Issued to: THE GILLETTE COMPANY RETIREMENT PLAN
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(i) 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 5%
of the settlement or adjudicated amount and shall not, in the aggregate,
exceed 5% 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. 9
- --------------------------------------------------------------------------------
(Complete only when this endorsement is not prepared with the policy or is not
to be effective with the policy.)
Effective date of this endorsement
THE AETNA CASUALTY AND SURETY COMPANY
(SIGNATURE WAIVED)
By:-------------------------------------
Authorized Representative
- -------------------------------------------------------------------------------
SECTION 502(i) ENDORSEMENT
For use with Aetna Casualty & Surety
Fiduciary Responsibility Insurance Policy.
[LOGO OF AETNA PENSION AND WELFARE FUND
APPEARS HERE] FIDUCIARY RESPONSIBILITY INSURANCE POLICY
It is agreed that the policy is amended as follows:
1. The Name of the Designated Trust or Plan referred in Item 1 of the
Declarations shall include the merged and/or terminated plans enumerated in
the SCHEDULE below, but only as respects Wrongful Acts which have occurred
prior to the date of such merger and/or termination.
SCHEDULE
The Gillette Company Jafra Cosmetics, Inc. Retirement Plan (#004)
Sickness and Accident Insurance Plan for Factory Employees (#513)
The Gillette Company Payroll Employee Stock Ownership Plan (#006)
2. The total limit of the Company's liability to pay Damages under this
endorsement is TWENTY MILLION AND NO/100 ($20,000,000.00) DOLLARS and shall
be part of and not in addition to the "Annual Aggregate Limit of Liability"
---
shown in Item 4 of the Declarations.
3. Nothing contained herein shall vary, alter or extend any of the terms,
conditions, and limitations of the Policy except as stated above.
4. This endorsement forms part of the policy to which it is attached effective
as of 12:01 a.m. on July 1, 1994.
Endorsement No. 8
Policy Number: 06 FF 100887749 BCA
- --------------------------------------------------------------------------------
THE AETNA CASUALTY AND SURETY COMPANY
By: (SIGNATURE WAIVED)
---------------------------------------
Authorized Representative
Accepted:
------------------------------
Designated Trust or Plan
By: ------------------------------
Insurance Representative
- --------------------------------------------------------------------------------
MERGED/TERMINATED PLAN ENDORSEMENT
For use with Aetna Casualty & Surety
Fiduciary Responsibility Insurance Policy.
F-2144 (09-90)
[LETTERHEAD OF
AETNA APPEARS HERE]
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 Declaration is:
Any Employee Welfare Benefit Plan or Welfare Plan, as defined in Subsection
(1) of Section 3., Definitions of the Employee Retirement Income Security Act
of 1974, 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.
2. THE GILLETTE COMPANY
--------------------
Name of employer
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. 7
Policy No. 06 FF 100887749 BCA
- --------------------------------------------------------------------------------
(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
THE AETNA CASUALTY AND SURETY COMPANY
(SIGNATURE WAIVED)
By:-------------------------------------
Authorized Representative
- -------------------------------------------------------------------------------
OMNIBUS WELFARE PLAN ENDORSEMENT
For use with Aetna Casualty & Surety
Fiduciary Responsibility Insurance Policy.
F-2142 (09-90)
Aetna PENSION AND WELFARE FUND
Letter-
Head FIDUCIARY RESPONSIBILITY INSURANCE POLICY
be attached to and form part of:
Policy No: 06 FF 100887749 BCA
Issued to: THE GILLETTE COMPANY RETIREMENT PLAN
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 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. 6
- --------------------------------------------------------------------------------
(Complete only when this endorsement is not prepared with the policy or is not
to be effective with the policy.)
Effective Date of this endorsement
THE AETNA CASUALTY AND SURETY COMPANY
By: (SIGNATURE WAIVED)
----------------------------------
Authorized Representative
- --------------------------------------------------------------------------------
SECTION 502(l) ENDORSEMENT
For use with Aetna Casualty & Surety
Fiduciary Responsibility Insurance Policy.
F-2067 (09-90)
Cat.902381
[LOGO OF
AETNA FIDUCIARY RESPONSIBILITY INSURANCE POLICY
APPEARS
HERE]
To be attached to and form part of:
Policy No: 06 FF 100887749 BCA
Issued to: THE GILLETTE COMPANY RETIREMENT PLAN
It is agreed that:
1. Section II of the attached policy, EXCLUSIONS, is amended by adding the
following exclusion:
(9) 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.
Endorsement No. 5
- --------------------------------------------------------------------------------
(The information below is required only when this endorsement is issued
subsequent to preparation of the policy.)
Effective Date of this endorsement
THE AETNA CASUALTY AND SURETY COMPANY
By: (SIGNATURE WAIVED)
---------------------------------
Authorized Representative
Accepted:
---------------------------
Designated Trust or Plan
By:
----------------------------
Insurance Representative
- --------------------------------------------------------------------------------
POLLUTION EXCLUSION ENDORSEMENT
For use with Aetna Casualty & Surety
Fiduciary Responsibility Insurance Policy.
F-2035 (Ed. 11-89)
[LOGO OF AETNA PENSION AND WELFARE FUND
APPEARS HERE] FIDUCIARY RESPONSIBILITY INSURANCE POLICY
To be attached to and form part of:
Policy No: 06 FF 100887749 BCA
Issued to: THE GILLETTE COMPANY RETIREMENT PLAN
It is agreed that:
1. The attached policy is amended by adding an additional section thereto as
follows:
"XII DEDUCTIBLE AMOUNT
ONE HUNDRED THOUSAND AND NO/100 DOLLARS ($100,000.00) applicable to each
Insured as defined in Items (3) and (4) of Section III, (hereinafter referred
to as Deductible Amount) shall be deducted from the amount of each claim
covered hereunder, including all defense 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 Insureds shall be considered a single claim and the Deductible Amount
shall be applied to each Insured shall be considered a single claim and the
Deductible Amount shall apply to each Insured, provided, however, that the
total of all such Deductible Amounts for any single claim shall not exceed
ONE HUNDRED THOUSAND AND NO/100 ($100,000.00) DOLLARS.
Subject to Section IX. CONSENT TO SETTLE, of this 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 forms a part of the policy to which attached, effective on the
inception date of the policy unless otherwise stated herein.
Endorsement No. 4
- --------------------------------------------------------------------------------
(Complete only when this endorsement is not prepared with the policy or is not
to be effective with the policy.)
Effective Date of this endorsement
THE AETNA CASUALTY AND SURETY COMPANY
By: (SIGNATURE WAIVED)
---------------------------------------
Authorized Representative
Accepted:
-----------------------------------
Name of Designated Trust or Plan
By: -----------------------------------
Insurance Representative
DEDUCTIBLE ENDORSEMENT
To be attached to Pension and Welfare Fund Fiduciary Responsibility Policies to
apply a Deductible to each Insured Person Subject to an aggregate Deductible
Amount.
F-1695-A(Ed. 11-89)
PENSION AND WELFARE FUND
FIDUCIARY RESPONSIBILITY INSURANCE POLICY
It is agreed that as of the effective date hereof the complete name of the
Designated Trust or Plan under the attached policy is:
The Gillette Company Retirement Plan (#001)
The Gillette Company Employees Savings Plan (#002)
The Gillette Company Employee Stock Ownership Plan (#007)
Oral-B Laboratories, Inc. Pension Plan for Hourly Employees Owens Brush Co.
(#001)
Oral-B Laboratories, Inc. Savings Plan (#005)
The Parker Pen Pension Plan
The Parker Pen Retirement Plan for Production Workers
The Parker Pen Retirement Plan for Skilled Workers
The Parker Pen 401(K) Plan
The Parker Pen Pension Plan, as sponsored by Parker Pen UK Ltd., Parker Pen
Holdings Ltd. & Parker Pen Ltd.
Pension Agreement Between Oral-B Labs, Iowa City Plant & Chauffeurs, Teamsters &
Helpers Local Union 238
Braun Canada Ltd. Defined Contribution Plan
Gillette Canada Inc. and Oral-B Labs (Canada) Defined Benefit Plan
Gillette UK Ltd., Jafra, and Braun UK Defined Benefit Plan
Oral-B Labs (UK) Defined Benefit Plan
Parker Pen Holdings (UK) Defined Benefit/Defined Contribution Plan
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. 3
Policy No. 06 FF 100887749 BCA
- --------------------------------------------------------------------------------
(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)
Endorsement effective
THE AETNA CASUALTY AND SURETY COMPANY
By: (SIGNATURE WAIVED)
---------------------------------
Authorized Representative
Accepted by:
- -----------------------------------
Insurance Representative
NAME OF DESIGNATED TRUST OR PLAN ENDORSEMENT
For use with Aetna Casualty & Surety
Fiduciary Responsibility Insurance Policy.
F-1658(Ed.3-86)
Aetna PENSION AND WELFARE FUND
Letter-
Head FIDUCIARY RESPONSIBILITY INSURANCE POLICY
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 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 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
otherwise be 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.
Endorsement No. 2 Policy No. 06 FF 100887749 BCA
- --------------------------------------------------------------------------------
(The information below is required only when this endorsement is issued
subsequent to preparation of the policy.)
Issued to (Designated Trust or Plan)
Effective Date of this endorsement
THE AETNA CASUALTY AND SURETY COMPANY
By: (SIGNATURE WAIVED)
-----------------------------------
Authorized Representative
ENDORSEMENT FR-1
For use with Aetna Casualty & Surety
Fiduciary Responsibility Insurance Policy.
F-1401 (Ed. 1-83)
[LOGO OF AETNA PENSION AND WELFARE FUND
APPEARS HERE] FIDUCIARY RESPONSIBILITY INSURANCE POLICY
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.
Endorsement No. 1 Policy No. 06 FF 100887749 BCA
- -------------------------------------------------------------------------------
(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
THE AETNA CASUALTY AND SURETY COMPANY
By: (SIGNATURE WAIVED)
----------------------------------
Authorized Representative
ENDORSEMENT FR-2
For use with Aetna Casualty & Surety
Fiduciary Responsibility Insurance Policy
F-1400(Ed. 1-83)
[LETTERHEAD OF CHUBB GROUP OF INSURANCE COMPANIES APPEARS HERE]
Company: Federal Insurance Company
Effective date of
this endorsement: July 1, 1994 Endorsement No. 2
To be attached to and form part of
policy No. 81344529-A
Issued to: The Gillette Company
1. It is understood and agreed that the policy is amended to include the
following provision:
DEFINITIONS
Attachment Point means the total of all the Annual Aggregate Limits
of Liability for the Underlying Insurance and any deductibles or
retentions applicable to those Annual Aggregate Limits of Liability.
Insured means those persons or organizations insured under the
Primary Policy.
Primary Policy means the policy scheduled in Item 2. (A) of the
DECLARATIONS or any policy of the same insurer replacing or renewing
such policy.
Underlying Insurance means all those policies scheduled in Item 2 of
the DECLARATIONS and any policies replacing them.
II. It is understood and agreed that the provision entitled EXCESS
INSURANCE COVERAGE set forth on page 2 of 3 shall be deleted in its
entirety and replaced with the following:
INSURING CLAUSE
The Company shall provide the Insured with insurance during the
Policy Period excess of the Attachment Point. Coverage hereunder
shall apply in conformance with the terms, conditions, exclusions
and endorsements of the Primary Policy, together with all
limitations, restrictions or exclusions contained in or added by
endorsement to any other Underlying Insurance, except as
specifically set forth in the terms and conditions and endorsements
of this Policy. In no event shall this policy grant broader coverage
than would be provided by any of the Underlying Insurance.
[LETTERHEAD OF CHUBB GROUP OF INSURANCE COMPANIES APPEARS HERE]
Company: Federal Insurance Company
Effective date of
this endorsement: July 1, 1994 Endorsement No. 2 - Continued
To be attached to and form part of
Policy No. 81344529-A
Issued to: The Gillette Company
III. It is understood and agreed that the provision entitled MAINTENANCE OF
UNDERLYING INSURANCE set forth on page 2 of 3 shall be deleted in its
entirety and replaced with the following:
All of the Underlying Insurance scheduled in Item 2 of the
DECLARATIONS shall be maintained during the Policy Period in full
effect except for any reduction of the aggregate limit(s) of
liability available under the Underlying Insurance solely by reason
of payment of losses thereunder. Failure to comply with the
foregoing shall not invalidate this policy, but the Company shall
not be liable to a greater extent than if this condition had been
complied with.
IV. It is understood and agreed that the provision entitled NOTICE AND PROOF
set forth on page 2 of 3 shall be deleted in its entirety and replaced
with the following:
NOTICE OF CLAIM
The Insured shall, as a condition precedent to its rights to be
indemnified under this policy, give the Company notice as soon as
practicable in writing of any claim made against it which might be
covered by this policy or any Underlying Insurance policy. The
Insured shall give the Company such information and cooperation as
the Company shall reasonably require and shall be in the Insured's
power, including attendance at hearings and assistance in securing
and giving evidence and obtaining the attendance of witnesses.
Notice hereunder shall be given to the Company at
15 Mountain View Road, Warren, New Jersey 07060
Attn: National D&O Claims Department
V. It is understood and agreed that the paragraph entitled Claim
Participation set forth on page 2 of 3 shall be deleted in its entirety.
bas-07/08/94.11
[LETTERHEAD OF CHUBB GROUP OF INSURANCE COMPANIES APPEARS HERE]
Company: Federal Insurance Company
Effective date of
this endorsement: July 1, 1994 Endorsement No. 2 - Continued
To be attached to and form part of
Policy No. 81344529-A
Issued to: The Gillette Company
VI. It is understood and agreed that the following provision is added to the
policy:
UNDERLYING LIMITS
The Company shall be liable only for those Damages which exceed the
Attachment Point and are not excluded under this policy, for purposes of
determining the Attachment Point any Damages excluded by this policy but
covered by the Underlying Insurance, regardless of whether such Damages
are actually paid, shall not be considered as having reduced or depleted
the Attachment Point.
VII. For purposes of the coverage provided by this policy, Section VIII.
SUPPLEMENTARY PAYMENTS of the Primary Policy does not apply.
VIII. For purposes of the coverage provided by this policy, Section IV. OTHER
DEFINITIONS of the Primary Policy, paragraph (3) "Damages" is deleted in
its entirety and replaced with the following:
(3) "Damages" shall mean (a) 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 of Employer Benefit Plan and (b) costs,
charges, expenses (other than regular or overtime wages, salaries or
fees of the directors, officers or employees of the Insured) incurred in
defending, investigating, negotiating or monitoring legal actions,
claims or proceedings and appeals therefrom and the cost of appeal,
attachment or similar bonds. The word "Damages" shall not include (c)
fines, penalties, taxes or punitive or exemplary damages or (d) 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 wrongful Act
and is payable as a personal obligation of an Insured.
[LETTERHEAD OF CHUBB GROUP OF INSURANCE COMPANIES APPEARS HERE]
Company: Federal Insurance Company
Effective date of
this endorsement: July 1, 1994 Endorsement No. 2 - Continued
To be attached to and form part of
Policy No. 81344529-A
Issued to: The Gillette Company
IX. It is understood and agreed that the following provision is added to this
policy:
LIMIT OF LIABILITY
The total limit of Federal Insurance Company to pay Damages under this
policy shall not exceed the amount set forth in Item 1 of the
DECLARATIONS. Federal Insurance Company and the Insured agree that for
purposes of the coverage provided under this policy, sums paid by
Federal Insurance Company for costs, charges, expenses (other than
regular or overtime wages. Salaries or fees of the directors, officers
or employees of the Insured) incurred in defending, investigation,
negotiating or monitoring legal actions, claims or proceedings and
appeals therefrom and the cost of appeal, attachment or similar bonds
are included as part of and are not in addition to the Limit of
Liability stated in Item 1 of the DECLARATIONS.
ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED
__________________________
AUTHORIZED REPRESENTATIVE
bas-07/08/94.13
__________________________
DATE
[LETTERHEAD OF CHUBB GROUP OF INSURANCE COMPANIES APPEARS HERE]
Company: Federal Insurance Company
Effective date of
this endorsement: July 1, 1994 Endorsement No. 1
To be attached to and form a part of
Policy No. 81344529-A
Issued to: The Gillette Company
It is agreed that:
In addition to the exclusions included and made a part of the "Primary
Policy", the following exclusions shall apply to this policy:
Arising from any litigation, claims, demands, causes of action, legal or
quasi-legal proceedings, decrees or judgments against any "Insured(s)",
occurring prior to, or pending as of August 5, 1992, of which any
"Insured(s)" had received notice or otherwise had knowledge as of such
date;
Arising from any subsequent litigation, claims, demands, causes of
action, legal or quasi-legal proceedings, decrees or judgments against
any "Insured(s)" arising from, or based on substantially the same
matters as alleged in the pleadings of such prior or pending litigation,
claims, demands, causes of action, legal or quasi-legal proceedings,
decrees or judgments against any "Insured(s)"; or
Arising from any act of any "Insured(s)" which gave rise to such prior
or pending litigation, claims, demands, causes of action, legal or
quasi-legal proceedings, decrees or judgments against any "Insured(s)."
ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED
-----------------------------
AUTHORIZED REPRESENTATIVE
bas-07/08/94.09
-----------------------------
DATE
OMNIBUS WELFARE PLAN ENDORSEMENT
To be attached to and form part of:
Policy No:
Issued to:
It is agreed that:
1. From and after the time this endorsement becomes effective, the Name of
Designated Trust or Plan referred in Item 1 of the Declarations includes:
Any Employee Welfare Benefit Plan or Welfare 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, located in the United Kingdom or Canada.
2. ---------------------------------------------------------------------------
(Name of Employer)
---------------------------------------------------------------------------
This endorsement forms a part of the policy to which attached, effective on the
date of the policy unless otherwise stated herein.
This endorsement will be in addition to the existing Omnibus Welfare Plan
Endorsement currently on the policy.
SPECIAL ENDORSEMENT #___________________
To be attached to and form part of:
Policy No. 06 FF
Issued to: The Gillette Company Retirement Plan
(See Designated Name of Insured Endorsement)
It is agreed that:
1. Section V. Policy Period: Territory, is hereby deleted in its entirety and
replaced with the following as respects the plans outlined in schedule
below:
This insurance applies to claims first made during the policy period
described in the Declaration occurring anywhere in the world, except as
provided in subsection (c), provided that with respect to any claim for
damages brought outside the United States of America, its territories or
possessions, Canada or the United Kingdom:
(a) It shall be the duty of the Insured and not the duty of the Company
to defend or settle such claim or suit brought against the Insured,
provided that no expenses shall be incurred without the Company's
consent, such consent not to be unreasonably withheld.
(b) In the event that a claim is made for which coverage is provided by
Section 1. Insuring Agreement, and consent is then given pursuant to
item 1 (a) of this Special Endorsement, the Company shall pay
defense expenses with respect to such a covered claim on a current
basis upon such terms as the Company may reasonably require,
provided that such reimbursement shall not be deemed to waive any
rights or defenses of the Company or reservations of such rights or
defenses, including, but not limited to, the right of the Company to
recover any such reimbursement if it is determined that it was not
payable under this Policy. The Company will reimburse the Insured
for the reasonable cost of defense expenses in excess of the
deductible amount stated in the Declarations, all subject to and
within the applicable limit of the Company's liability. Such
reimbursement shall be made in United States currency at the rate of
exchange prevailing on the date the judgment is rendered or the
amount of the settlement is agreed up on or the date expenditure is
made.
(c) The policy shall not apply to any claim brought in any country not
maintaining active diplomatic relations with the United States of
America at the time claim is first made in writing.
The Company is not an admitted or authorized insurer outside of the
United States of America, its territories or possessions, or Canada,
and the Company assumes no responsibility for the furnishing of
certificates or evidence of insurance, or bonds in any country in which
it is not admitted or authorized. The Company shall not be liable for
any fine or penalty imposed upon the Insured for failing to insure with
an admitted or authorized insurer nor for any other failure of the
Insured to comply with an insurance law of a country, state, province,
territory or possession in which the Company is not an admitted
authorized insurer.
DESIGNATED FOREIGN PLAN SCHEDULE
--------------------------------
From and after the time this endorsement becomes effective, the Name of the
Designated Trust or Plan includes: (List all foreign plans know to date in
this area EXCEPT those that are sponsored by a UK entity........)
(Walter: after the last foreign plan is list, place a comma, then...this
omnibus lang.)
and any other Employee Welfare Benefit Plan or Welfare Plan sponsored by a non
U.S./non Canadian/non United Kingdom subsidiary of The Gillette Company; in
addition, any Pension Plan or Trust created or acquired by a non U.S./non
Canadian subsidiary of The Gillette Company, provided written notice of such
created or acquired plan(s) is given to the Company in writing within 90 days
unless the newly created or acquired plan(s) assets are $25,000,000 (TWENTY FIVE
MILLION AND NO/100s Dollars) or less which then requires annual reporting to the
Company at the policy anniversary.
2. As respects this Special Endorsement, Section VIII, Supplementary Payments
is eliminated in its entirety and replaced with:
"The Company will pay as part of the Limit 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.
The Company will pay as part of the Limit of Liability shown in the
Declarations reasonable expenses incurred by the Insured at the
Company's consent."
3. 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.
4. Nothing contained herein shall vary, alter, or extend any of the terms,
conditions, and limitations of the policy except as stated above.
5. This endorsement forms part of the policy to which it is attached effective
as of ___________________________.
The Aetna Casualty and Surety Company
By __________________________________