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Exhibit 10(f)
[LOGO] LLOYD'S POLICY
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.
"WARNING: DO NOT AMEND COVERAGE
WITHOUT CHECKING ALL PRIMARY AND
EXCESS COVERAGES."
/s/ [??] LLOYD'S
--------------------------------- POLICY SIGNING
LLOYD'S POLICY SIGNING OFFICE OFFICE
General Manager EMBOSSMENT
APPEARS HERE
ON ORIGINAL
DOCUMENT
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DIRECTORS AND OFFICERS AND
COMPANY REIMBURSEMENT
INDEMNITY POLICY
L88RL
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DECLARATIONS
DIRECTORS AND OFFICERS AND COMPANY
REIMBURSEMENT INDEMNITY POLICY
NOTICE: THIS POLICY SUBJECT TO ITS TERMS APPLIES ONLY TO ANY "CLAIM" (AS
DEFINED HEREIN) 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 HEREIN) AND "COSTS,
CHARGES AND EXPENSES"SHALL BE APPLIED TO THE RETENTIONS. THIS POLICY
DOES NOT PROVIDE FOR ANY DUTY BY UNDERWRITERS TO DEFEND THOSE INSURED
UNDER THE POLICY.
These Declarations along with the completed signed Application, including
attachments, and the Policy with Endorsements shall constitute the contract
between the Company, its Directors and Officers and Underwriters.
POLICY NO. 757/DJ.930040
Item A. Parent Company: THE GILLETTE COMPANY
Principal Address: Prudential Tower Building
Boston, MA 02199, USA
State of Incorporation: Delaware
Item B. Policy Period:
From 1st June 1993 to lst June 1994 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
each Policy year
Item D. Retentions: US$ Nil each Director or
Officer each Claim
but in no event
exceeding
US$ Nil in the aggregate
each Claim all
Directors and
Officers under
Insuring Clause
I.A. and
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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$ 283,570.95 part of US$ 495,000.00
It is understood and agreed that a premium allocation of US$
12.00 is payable by each Director or Officer of each of the
Australian Subsidiaries of the Parent Company in Item A. of the
Declarations. Such Premium allocation is part of and not in
addition to the premium amount shown above.
Item G. Premium for Optional Extension Period: 100% of the total premium
as provided in Clause VIII., to be paid only if the eligibility
requirements are met and the option is exercised.
Item H. Notification to Underwriters pursuant to Clause VI. shall be
given to Peterson and Ross, attention Theodore A. Boundas, 200
E Randolph Drive, Suite 7300, Chicago, Illinois 60601-6969.
Item I. Consolidated assets of Parent Company: US$ 4,189,900,000
Item J. Form numbers of endorsements attached at issuance:
NMA 1256 Nuclear Incident Exclusion Clause
NMA 1477 Radioactive Contamination Exclusion Clause
NMA 1168 Small Additional or Return Premiums Clause
01.01 Company Definition Amendment
02.01 Directors and Officers Definition Amendment
57.01 Exclusion Deletion Endorsement
270.01 Amended Notification Clause
270.02 Special Exclusion
270.03 Exclusion E Amended
270.04 Amended Cancellation Clause
270.05 Subsidiary Definition Amendment
270.06 Wrongful Act Definition Amendment
270.07 Special Endorsement
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270.08 Amendment to Exclusion G
270.09 Amendment to Exclusion F
270.10 Special Endorsement
500.01 Amendment to Exclusion G
51.01 Outside Service Extension
DATED IN LONDON: 25th October 1993
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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 INSURING CLAUSE
A. To reimburse the Directors and Officers for Loss not exceeding
the Limit of Liability in excess of the applicable Retention
set forth in Item D. of the Declarations sustained by such
Directors and Officers resulting from any Claim first made
during the Policy Period or the Optional Extension Period, if
applicable, against any of them for a Wrongful Act, except for
such Loss which the Company actually pays to the Directors and
Officers as indemnification, and except for such Loss which
the Company is required or permitted by law to indemnify the
Directors and Officers unless and to the extent that the
Company is unable to make actual indemnification solely by
reason of its financial insolvency.
B. To reimburse the Company for Loss not exceeding the Limit of
Liability in excess of the applicable Retention set forth in
Item D. of the Declarations for which the Company shall have
lawfully indemnified or is required or permitted by law to
indemnify the Directors and Officers resulting from any Claim
first made during the Policy Period or the Optional Extension
Period, if applicable, against any of them for a Wrongful Act.
II DEFINITIONS
The following terms whenever used in this Policy shall have the
meanings indicated.
A. "Claim" shall mean any judicial or administrative proceeding
initiated against a Director or Officer in which such Director
or Officer may be subjected to a binding adjudication of
liability for damages or other relief, including any appeal
therefrom.
B. "Company" shall mean:-
(1) the Parent Company, and
(2) any Subsidiary.
C. "Corporate Takeover" shall mean:-
(1) the acquisition of more than 50% of the outstanding
securities of
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the Parent Company representing the Present right to
vote for the election of directors by any person or
entity, 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
(4) acquisition of substantially all of the assets of the
Parent Company by another entity, or
(5) The Parent Company ceasing to be publicly held.
D. "Costs, Charges and Expenses" shall mean reasonable and
necessary legal fees and expenses incurred by the Directors
and Officers in defense of any Claim and appeals therefrom,
and cost of attachment or similar bonds; provided, however,
Costs, Charges and Expenses 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,
regardless of whether or not such other insurer
undertakes such duty.
E. "Directors and Officers" shall mean any persons who were, now
are, or shall be directors or officers of the Company
including their estates, heirs, legal representatives or
assigns in the event of their death, incapacity or bankruptcy.
F. "Interrelated Wrongful Acts" shall mean Wrongful Acts which
have as a common nexus any fact, circumstance, situation,
event, transaction or series of facts, circumstances,
situations, events or transactions.
G. "Loss" shall mean damages, settlements and Costs, Charges and
Expenses, provided, however that Loss shall not include:-
(1) punitive or exemplary damages or that portion of any
multiplied damages award which exceeds the amount
multiplied,
(2) criminal or civil fines or penalties imposed by law,
(3) taxes; or
(4) matters deemed uninsurable under the law pursuant to
which this Policy shall be construed.
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H. "Parent Company" shall mean the entity named in Item A. of the
Declarations.
I. "Policy Period" shall mean the period from the effective date
and hour of this Policy as set forth in Item B. of the
Declarations, to the Policy expiration date set forth in Item
B. of the Declarations, or its earlier cancellation date, if
any.
J. "Policy Year" shall mean the period of twelve months following
the effective date and hour of this Policy or the period of
twelve months falling within the Policy Period following any
anniversary date of such effective date, or, if the period
between the effective date or any anniversary date and the
cancellation date of the Policy is less than twelve months,
such lesser period. If the Optional Extension Period option
is exercised in accordance with Clause VIII. then such period
shall be part of and not in addition to the last Policy Year.
K. "Subsidiary" shall mean:-
(1) any entity more than 50% of whose outstanding
securities representing the present right to vote for
the election of directors are owned by the Parent
Company and/or one or more of its Subsidiaries at the
inception date of this Policy and which Subsidiary is
named in the application for this Policy, or
(2) any entity more than 50% of whose outstanding
securities representing the present right to vote for
the election of directors were owned by the Parent
Company and/or one or more of its Subsidiaries prior
to the inception date of this Policy and which
Subsidiary was insured under any policy issued by
Underwriters of which this Policy is a renewal
thereof, or
(3) any entity acquired or created subsequent to the
effective date of this Policy in which more than 50%
of whose outstanding securities representing the
present right to vote for the election of directors
are owned by the Parent Company and/or one or more of
its Subsidiaries, and whose assets do not exceed 10%
of the consolidated assets of the Company as set
forth in Item I. of the Declarations, or
(4) any entity which is acquired or created subsequent to
the effective date of this Policy in which more than
50% of whose outstanding securities representing the
present eight to vote for the election of directors
are owned by the Parent Company and/or one or more of
its Subsidiaries, and whose assets exceed 10% of the
consolidated assets of the Company as set forth in
Item of the Declarations, subject, however, to the
provisions of Clause VII.B.
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L. "Wrongful Act" shall mean any actual or alleged negligent act,
error, omission, misstatement, misleading statement, neglect
or breach of duty by the Directors or Officers, individually
or collectively, in the discharge of their duties solely in
their capacity as Directors or Officers of the Company.
III EXCLUSIONS
Underwriters shall not be liable to make any payment for Loss
in connection with any Claim made against the Directors or
Officers:-
A. for any actual or alleged libel, slander, other defamation or
any actual or alleged bodily injury, sickness, disease or
death of any person, or any actual or alleged damage to or
destruction of any tangible property including loss of use
thereof, or any actual or alleged invasion of privacy,
wrongful entry, eviction, false arrest, false imprisonment,
malicious prosecution, assault, battery, mental anguish,
emotional distress, or loss of consortium;
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 effective date of this Policy
under any prior 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 or policies, whether such other 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 or
policies; 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 or
policies where such Claim is not otherwise excluded by the
terms of 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 (or any regulations promulgated thereunder) or similar
provisions of any federal, state or local statutory law or
common law;
F. by or at the behest of the Company, or any affiliate of the
Company, or by any security holder of the Company whether
directly or derivatively
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except where such security holder bringing such Claim is
acting totally independently of, and totally without the
solicitation of, or assistance of, or participation of, or
intervention of, any Director or Officer, or the Company or
any affiliate of the Company;
G. by or on behalf of any other Director of Officer except and to
the extent that such Claim is in the form of a crossclaim,
third party claim or otherwise for contribution or indemnity
which is part of and results directly from a Claim which is
not otherwise excluded by the terms of this Policy;
H. brought about or contributed to in fact by any dishonest or
fraudulent act or omission or any criminal act or omission;
I. based upon or attributable to the Directors and Officers
gaining in fact any personal profit or advantage to which they
were not legally entitled;
J. for the return by the Directors or Officers of any
remuneration paid to them without the previous approval of the
stockholders of the Company, which payment without such
previous approval shall be held by the court to be in
violation of the law;
K. 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
(2) any Wrongful Act occurring subsequent to the date
such entity became a Subsidiary which, together with
a Wrongful Act occurring prior to the date such
entity became a Subsidiary, would constitute
Interrelated Wrongful Acts;
L. based upon, arising out of, directly or indirectly resulting
from or in consequence of, or in any way involving, the
failure to effect or maintain insurance;
M. based upon, arising out of, directly or indirectly, resulting
from or in consequence of, or in any way involving, any
Wrongful Act actually or allegedly committed subsequent to a
Corporate Takeover;
N. based upon, arising out of, directly or indirectly, resulting
from or in consequence of, or in any way involving, any offer
to purchase, or purchase of, securities of the Company at a
premium over their then-current market value, made by the
Company or by the Directors or Officers, except:-
(1) where such offer or purchase extends to all security
holders of the Company, or
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(2) where an independent legal counsel provided its prior
written opinion that such contemplated offer to
purchase or purchase would constitute a proper
exercise of the Company's business judgement, and an
independent investment banking firm provided its
prior written opinion that such contemplated offer to
purchase or purchase would involve fair and adequate
consideration;
0. based upon, arising out of, directly or indirectly, resulting
from or in consequence of, or in any way involving, their
service as directors, officers, or employees of any entity
other than the Company, even if directed or requested to serve
by the Company as directors, officers, or employees of such
other entity.
Any Wrongful Act pertaining to any Director or Officer shall
not be imputed to any other person for the purposes of
determining the applicability of Exclusions H., I. and J.
IV. LIMITS OF LIABILITY
A. Subject to Clause IV.B., Underwriters shall be liable to pay
the percentage set forth in Item E. of the Declarations of Loss
which is in excess of the amount of the applicable Retention
as determined under Clause IV.D. up to the Limit of Liability
as shown under Item C. of the Declarations resulting from each
Claim made against the Directors and Officers, it being
warranted that the remaining percentage of such Loss shall be
uninsured.
B. The amount shown in Item C. of the Declarations shall be the
maximum aggregate Limit of Liability of Underwriters in each
Policy Year for all Loss resulting from all Claims made
against the Directors and Officers during each such Policy
Year, together with all Claims made against the Directors and
Officers which, in accordance with Clause IV.C. or Clause
VI.B., shall be deemed to have been made during each such
Policy Year.
C. More than one Claim involving the same Wrongful Act or
Interrelated 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 solely within
the earliest of the following Policy Years:-
(1) the Policy Year in which the earliest Claim involving
the same Wrongful Act or Interrelated Wrongful Acts
is first made, or
(2) the Policy Year in which the Claim involving the same
Wrongful Act or Interrelated Wrongful Acts shall be
deemed to have been made pursuant to Clause VI.B., if
applicable.
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
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applied separately to that part of the Loss resulting from
such Claim covered by each Insuring Clause and the sum of the
Retentions so applied shall constitute the Retention
applicable to such Claim provided, however, 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 solely by reason of its
insolvency.
F. Cost, Charges and Expenses shall be part of and not in
addition to the Limit of Liability as shown under Item C. of
the Declarations, and such Costs, Charges and Expenses shall
reduce the Limit of Liability as shown under Item C. of the
Declarations.
G. Except as provided hereinbelow, Underwriters shall reimburse
Loss only upon the final disposition of any Claim made against
the Directors and Officers.
However, if:
(1) the Directors and Officers incur Costs, Charges and
Expenses, and
(2) the Company cannot advance or indemnify such Costs,
Charges and Expenses solely because of the provisions
of its charter, bylaws or applicable statutes and not
because of the failure or refusal of its Board of
Directors or other governing body or person to
authorize such advancement or indemnification,
then, Underwriters shall advance to the Directors and Officers
no more than once every ninety (90) days all such Costs,
Charges and Expenses, subject to the applicable Retention,
Limit of Liability and Exclusions and all of the other terms
and conditions of this Policy.
V SETTLEMENTS AND DEFENSE
A. No settlement shall be made 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 made against the
Directors and Officers, provided that no Costs, Charges or
Expenses shall be incurred without Underwriters' consent, such
consent not to be unreasonably withheld. In the event of such
consent being given, subject to all other terms and provisions
of this Policy and except as provided in Clause IV.G. of this
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Policy, Underwriters shall reimburse Costs, Charges and
Expenses only upon the final disposition of any Claim.
VI NOTIFICATION
A. If during the Policy Period or Optional Extension Period, if
applicable, any Claim is made against any Director or Officer,
the Company and the Directors and Officers shall, as a
condition precedent to their right to be reimbursed under this
Policy, give to Underwriters notice in writing as soon as
practicable of any such Claim, but in no event later than
sixty (60) days after such Claim is first made.
B. If during the Policy Period or the Optional Extension Period,
if applicable, the Directors and Officers or the Company first
become aware of a specific Wrongful Act, and if the Directors
and Officers or the Company shall, during such period, give
written notice to Underwriters as soon as practicable of:
(1) the specific Wrongful Act, and
(2) the consequences which have or may result therefrom,
and
(3) the circumstances by which the Directors and Officers
or the Company first became aware thereof,
then any Claim not otherwise excluded by the terms of this
Policy subsequently made against the Directors and Officers
arising out of such Wrongful Act or any other Wrongful Act
which, together with such Wrongful Act, would constitute
Interrelated Wrongful Acts, shall be deemed for the purposes
of this Policy to have made during the Policy Year in which
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 for this Policy or contained in the
application for any policy issued by Underwriters of which
this Policy is a renewal thereof (any such applications herein
collectively referred to as the "Application") a copy of which
is attached hereto, and any material submitted therewith
(which shall be retained on file by Underwriters and be deemed
attached hereto, as if physically attached hereto), are the
basis of this Policy and are to be considered as incorporated
into and constituting a part of this Policy.
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By acceptance of this Policy the Directors and Officers and
the Company agree:-
(1) that the statements in the Application or in any
materials submitted therewith 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, including
materials submitted therewith, contains
misrepresentations made with the actual intent to
deceive, or contains misrepresentations 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 not a severable contract of
insurance or a series of individual contracts of
insurance with each of the Directors or Officers.
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 said Company is the
surviving entity, or creates or acquires a Subsidiary
as defined in Clause II.K(4), after the inception of
this Policy, no coverage shall be afforded under this
Policy for any Loss in any way involving the assets
acquired or the assets, liabilities, directors,
officers 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 within thirty (30) days of the
effective date of such transaction or event,
and
(b) the Parent Company provides Underwriters with
such information in connection therewith as
Underwriters may deem necessary, and
(c) the company accepts 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
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(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 issued by Underwriters of
which this Policy is a renewal or replacement
thereof, this Policy, subject to its terms, shall
continue to apply to all persons who were Directors
or Officers of such Subsidiary with respect to Claims
first made during the Policy Period or the Optional
Extension Period if applicable against such Directors
of Officers for Wrongful Acts committed or allegedly
committed prior to the time such entity ceased to be
a Subsidiary. There shall be no coverage for Claims
made against the Directors and Officers of such
Subsidiary based on Wrongful Acts committed or
allegedly committed after such entity ceased to be a
Subsidiary.
C. CANCELLATION CLAUSE
(1) By acceptance of this Policy, the Company and the
Directors and Officers hereby confer the exclusive
power and authority to cancel this Policy on their
behalf to the Parent Company. Such entity may 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 thirty (30) 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, but payment shall be made as soon as
practicable.
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D. COMPANY AUTHORIZATION CLAUSE
By acceptance of this Policy the Directors and Officers and
the Company agree that the Parent Company will act on behalf
of the Directors and Officers and the Company with respect to
giving of all notices to Underwriters as provided herein, the
receiving of notices from Underwriters, the payment of the
premiums and the receiving of any return premiums that may
become due under this Policy.
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 the Company's nonpayment 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. 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 against the Directors and Officers
during the period of ninety (90) days after the effective date
of such cancellation or, in the event of such refusal to
renew, after the date upon which the Policy Period ends, but
only with respect to any Wrongful Act committed before such
date and otherwise covered by this Policy. This ninety (90)
days period shall be referred to in this Policy as the "Option
al Extension Period."
B. The quotation of a different premium and/or retention and/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 of this Policy must have
been paid. The right to purchase the Optional Extension
Period shall terminate unless written notice is given to
Underwriters within ten (10) days after the effective date of
cancellation, or, in the event of a refusal to renew, within
ten (10) days after the Policy Period ends, together with
payment of the premium for the Optional Extension Period. If
such notice and premium payment is not so given to
Underwriters, the Parent Company shall not at a later date be
able to exercise the 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 and in the event the Company terminates the
Optional Extension Period before its term for any reason other
than that set forth in the Clause E. hereinbelow, Underwriters
shall not be liable to return any portion of the premium paid
for the Optional Extension Period.
E. In the event the Optional Extension Period is purchased, it
shall
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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 by reason of the issuance of a
replacement contract of insurance or indemnity Underwriters
shall refund pro rata any unearned premium for the unexpired
period of such extension.
F. The fact that this Policy may be extended by virtue of the
exercise of the Optional Extension Period shall not in any
way increase the applicable Limit of Liability set forth in
the Declarations.
IX SUBROGATION
In the event of any payments under this Policy, Underwriters shall be
subrogated to the extent of such payment to all of the Directors' and
Officers' and the Company's rights of recovery therefor against any
person or entity, and the Directors and Officers and the Company 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 ACTION AGAINST UNDERWRITERS
No action shall lie against Underwriters unless, as a
condition precedent thereto, the Directors and Officers and the
Company shall have fully complied with all of the terms of this
Policy, nor until the amount of the Directors' and Officers' and the
Company's 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.
Any person or organization or the legal representative thereof who
has secured such judgement or written agreement shall thereafter
be entitled to recover under this Policy to the extent of the
insurance afforded by this Policy.
Nothing contained herein shall give any person or organization any
right to join Underwriters as a party to any Claim against the
Directors and Officers and the Company to determine their
liability, nor shall Underwriters be impleaded by the Company or the
Directors and Officers or their legal representative in any
Claim.
XI CHANGES
Notice to any agent or knowledge possessed by any agent or
other person acting on behalf of Underwriters shall not effect a
waiver or 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 to form a part of this Policy.
18
XII ASSIGNMENT OF INTEREST
Assignment of interest under this Policy shall not bind Underwriters
unless their consent is endorsed hereon.
XIII ENTIRE AGREEMENT
By acceptance of this Policy, the Directors and Officers and the
Company agree that this Policy embodies all agreements existing
between them and Underwriters or any of their agents relating to this
insurance.
XIV ASSISTANCE AND COOPERATION IN THE EVENT OF LOSS
The Directors and Officers and the Company agree to provide
Underwriters with such information, assistance and cooperation as
Underwriters and/or their counsel may reasonably request, and they
further agree that they shall not take any action which in any way
increases Underwriters' exposure for Loss under this Policy resulting
from any Claim.
XV 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 of 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
and Mount, 750 Seventh Avenue, New York, N.Y. 10019-6829, U.S.A., 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 authorised 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 therefor, 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
19
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
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
20
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 of 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 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
21
"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 Central 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
U.S.A.
SMALL ADDITIONAL OR RETURN PREMIUMS CLAUSE
NOTWITHSTANDING anything to the contrary contained herein and in consideration
of the premium for which this Insurance is written, it is understood and agreed
that whenever an additional or return premium of US$2 or less becomes due from
or to the Assured on account of the adjustment of a deposit premium, or of an
alteration in coverage or rate during the term or for any other reason, the
collection of such premium from the Assured will be waived or the return of
such premium to the Assured will not be made, as the case may be.
N.M.A. 1168
22
Attaching to and forming part of Policy No. 757/DJ930040
THE GILLETTE COMPANY
COMPANY DEFINITION AMENDMENT
(01.01)
In consideration of the premium charged for this Policy, it is hereby
understood and agreed that Clause II. DEFINITIONS B is deleted and the
following is substituted therefor:
"B. "Company" shall mean:
(1) the Parent Company
(2) any Subsidiary,
(3) any unincorporated division,
(4) Gillette Charitable Foundation but only in respect of
Wrongful Acts actually or allegedly committed subsequent
to June 1st 1991.
23
Attaching to and forming part of Policy No. 757/DJ930040
THE GILLETTE COMPANY
DIRECTORS AND OFFICERS DEFINITION AMENDMENT
(02.01)
In consideration of the premium charged for this Policy, it is hereby
understood and agreed that Clause II. DEFINITIONS E is deleted and the
following is substituted therefor:
"E. "Directors and Officers" shall mean any persons who were, now are, or
shall be:
(1) directors or officers of the Company,
(2) 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 or incapacity or bankruptcy.
24
Attaching to and forming part of Policy No. 757/DJ930040
THE GILLETTE COMPANY
EXCLUSION DELETION ENDORSEMENT
(57.01)
In consideration of the premium charged for this Policy, it is hereby
understood and agreed that Clause III. EXCLUSIONS L. is deleted.
25
Attaching to and forming part of Policy No. 757/DJ930040
THE GILLETTE COMPANY
AMENDED NOTIFICATION CLAUSE
(270.01)
In consideration of the premium charged for this Policy, it is hereby
understood and agreed that Clause VI. NOTIFICATION A. is deleted and the
following is substituted therefor:
A) If during the Policy Period or Optional Extension Period, if
applicable, any Claim is made against any Director or Officer, the
Company and the Directors and Officers shall, as a condition precedent
to their right to be reimbursed under this policy, give to Underwriters
notice in writing as soon as practicable of any such Claim, but in no
event later than sixty (60) days after the date the Corporate Risk
Management Department is aware of such Claim.
26
Attaching to and forming part of Policy No. 757/DJ930040
THE GILLETTE COMPANY
SPECIAL EXCLUSION
(270.02)
In consideration of the premium charged for this Policy, it is hereby
understood and agreed that Clause III. EXCLUSIONS is amended by the addition
of the following:
P. In connection with any Claim or Claims made against the Insured arising
out of facts underlying or alleged in a complaint filed in the United
States District Court of Boston charging the Gillette Company that the
acquisition of Braun is a violation of The Clayton Act.
27
Attaching to and forming part of Policy No. 757/DJ930040
THE GILLETTE COMPANY
EXCLUSION E AMENDED
(270.03)
In consideration of the premium charged for this Policy, it is hereby
understood and agreed that Clause III. EXCLUSIONS E is deleted and the
following is substituted therefor:
E. for violation of the Employee Retirement Income Security Act of 1974
(or any regulations promulgated thereunder) or similar provisions of
any federal, state, or local statutory law or common law in connection
with any employee benefit or welfare plan(s) subject to ERISA and
sponsored by the Company.
28
Attaching to and forming part of Policy No. 757/DJ930040
THE GILLETTE COMPANY
AMENDED CANCELLATION CLAUSE
(270.04)
In consideration of the premium charged for this Policy, it is hereby
understood and agreed that Clause VII. GENERAL CONDITIONS C.(2) is deleted and
the following is substituted therefor:
2) This Policy may be cancelled by Underwriters by mailing to the Parent
Company notice stating when, not less than sixty (60) 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 required thereunder.
29
Attaching to and forming part of Policy No. 757/DJ930040
THE GILLETTE COMPANY
SUBSIDIARY DEFINITION AMENDED
(270.05)
In consideration of the premium charged for this Policy, it is hereby and
agreed that.
1. DEFINITIONS K. (4) is amended by the addition of "or" at the end
thereof.
2. Clause II. DEFINITIONS K. is amended by the addition of the following
at the end thereof:
(5) the entities as scheduled in question 5(c) of the Application
dated 50% or less of whose outstanding securities
representing the present right to vote for the election of
directors are owned by the Parent Company and/or one or more
of its Subsidiaries at the inception of this Policy.
30
Attaching to and forming part of Policy No. 757/DJ930040
THE GILLETTE COMPANY
WRONGFUL ACT DEFINITION AMENDED
(270.06)
In consideration of the premium charged for this Policy it is hereby understood
and agreed that:
1. Clause II DEFINITIONS L is deleted and the following is substituted
therefor:
"L Wrongful Act" shall mean any actual or alleged act, error,
omission, misstatement, misleading statement, neglect or breach
of duty by the Directors or Officers, individually or
collectively, in the discharge of their duties solely in their
capacity as Directors or Officers of the Company."
2. Clause III EXCLUSIONS H is deleted and the following is substituted
therefor:
"H brought about or contributed to in fact by any dishonest,
fraudulent or criminal Wrongful Act or by any Wrongful Act
committed with actual knowledge of its wrongful nature or with
actual intent to cause damage."
31
Attaching to and forming part of Policy No. 757/DJ930040
THE GILLETTE COMPANY
SPECIAL ENDORSEMENT
(270.07)
It is hereby understood and agreed that notwithstanding the provisions of
Exclusion C. Underwriters note coverage hereon is on a primary basis and
Underwriters acknowledge the existence of excess and D.I.C. Policy No. GS-212-C
arranged with C.O.D.A. Ltd., and other excess policies.
32
Attaching to and forming part of Policy No. 757/DJ930040
THE GILLETTE COMPANY
AMENDMENT TO EXCLUSION G
(270.08)
In consideration of the premium charged for this Policy it is hereby understood
and agreed that Clause III EXCLUSIONS G is amended by the addition of the
following at the end thereof:
"provided however that this Exclusion shall not apply to employment
related Claims brought by person sholding positions of assistant
vice president and below."
33
Attaching to and forming part of Policy No. 757/DJ930040
THE GILLETTE COMPANY
AMENDMENT TO EXCLUSION F
(270.09)
In consideration of the premium charged for this Policy, it is hereby
understood and agreed that Clause III EXCLUSIONS F is deleted and the following
is substituted therefor:
"F. by or at the behest of the Company, or by any security holder
of the Company whether directly or derivatively except where
such security holder bringing such Claim is acting totally
independently of, and totally without the solicitation of, or
assistance of, or participation of, or intervention of, any
Director or Officer or the Company."
34
Attaching to and forming part of Policy No. 757/DJ930040
THE GILLETTE COMPANY
SPECIAL ENDORSEMENT
(270.10)
In consideration of the premium charged for this Policy it is hereby understood
and agreed that Clause II DEFINITIONS K (2) is deleted and the following is
substituted therefor:
"K. (2) an entity more than 50% of whole outstanding securities
representing the present right to vote for the election
of directors were owned by the Parent Company and/or
one or more of its Subsidiaries prior to the inception
date of this Policy and which Subsidiary was insured or
reinsured under any Policy issued by Underwriters of
which this Policy is a renewal thereof, or."
35
Attaching to and forming part of Policy No. 757/DJ930040
THE GILLETTE COMPANY
AMENDMENT TO OPTIONAL EXTENSION PERIOD
(500.01)
In consideration of the premium charged for this Policy it is hereby understood
and agreed that Clause VIII OPTIONAL EXTENSION PERIOD A. is deleted and the
following is substituted therefor:
VIII. OPTIONAL EXTENSION PERIOD
A. If this Policy is cancelled pursuant to Clause VII.C(2) or
VII. V.(3) of this Policy or if Underwriters refuse to renew this
Policy, for reasons other than the Company's 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.
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 against the Directors and Officers during the
period of three hundred and sixty five (365) days after the
effective date of such cancellation or, in the event of such
refusal to renew, after the date upon which the Policy Period ends,
but only with respect to any Wrongful Act committed before such
date and otherwise covered by this Policy. This three hundred and
sixty five day period shall be referred to in this Policy as the
"Optional Extension Period."
36
Attaching to and forming part of Policy No. 757/DJ930040
THE GILLETTE COMPANY
OUTSIDE SERVICE EXTENSION
(51.01)
In consideration of the premium charged for this Policy, it is hereby
understood and agreed as follows:
1. Clause II DEFINITIONS L is amended by the addition of the following:
"L. (1) a director, officer or trustee of
(A) Polaroid Corporation
(B) University Hospital
(C) Massachusetts Mutual Life Insurance Company
but only in the case of Mr. Alfred M. Zeien.
(2) a director, officer or trustee of Square D Company
but only in the case of Mr. Alfred M. Zeien and only
in respect of Wrongful Acts actually or allegedly
committed subsequent to June 1st 1991.
Solely for the purposes of the coverage provided
through Clause 1.A.
(3) a director, officer or trustee of Repligen Corporation
but only in the case of Mr. Alfred M. Zeien and only
in respect of Wrongful Acts actually or allegedly
committed subsequent to June 1st 1992.
(4) a director, officer or trustee of
(A) New England Legal Foundation
(B) Park Street Corporation
(C) Greater Boston Legal Svcs Corporation
(D) World Affairs Council, Boston
(E) Greater Boston Chamber of Commerce
(F) Boston Municipal Research Bureau
but only in the case of Mr. Joseph E. Mullaney".
(5) a director, officer of trustee of Mass. Taxpayers
Foundation but only in the case of Mr. Joseph E.
Mullaney and only in respect of Wrongful Acts actually
or allegedly committed subsequent to December 18th
1992.
(6) a director, officer or trustee of
(A) Boston College
37
(B) St. Elizabeth's Hospital
(C) The Boston Symphony Orchestra
but only in the case of Mr. Robert J. Murray and only in
respect of Wrongful Acts actually or allegedly committed
subsequent to June 1st 1993.
(7) a director, officer or trustee of
(A) Arts Boston
(B) Black Achievers Commission
(C) Old North Foundation
(D) St Margarets Hospital
but only in the case of Mr. William J. McMorrow and only in
respect of Wrongful Acts actually or allegedly committed
subsequent to June 1st 1993.
(8) a director, officer or trustee of the National
Association of Manufacturers but only in the case of
Lorne R. Waxlax and only in respect of Wrongful Acts
actually or allegedly committed subsequent to June 1st
1993.
(9) a director, officer or trustee of
(A) Marine Biological Laboratory
(B) Massachusetts Business Roundtable
but only in the case of Mr. Alfred M. Zeien and only in
respect of Wrongful Acts actually or allegedly committed
subsequent to June 1st 1993.
2. Clause III EXCLUSIONS O is amended by inserting the following at the
end thereof:
"provided, however, this Exclusion shall not apply to Loss resulting
from any Claim to the extent that:
(1) such Claim is based on the service of
(i) Mr. Alfred M. Zeien as a director, officer or trustee of
(A) Polaroid Corporation
(B) University Hospital
(C) Massachusetts Mutual Life Insurance Company
(ii) Mr. Alfred M. Zeien as a director, officer or trustee of
Square D Company in respect of Wrongful Acts actually or
allegedly committed subsequent to June 1st 1991 or
(iii) Mr. Alfred M. Zeien as a director, officer or trustee of
Repligen
38
Corporation in respect of Wrongful Acts actually or
allegedly committed subsequent to June 1st 1992 or
(iv) Mr. Joseph E. Mullaney as a director, officer or
trustee of
(A) New England Legal Foundation
(B) Park Street Corporation
(C) Greater Boston Legal Svcs Corporation
(D) World Affairs Council, Boston
(E) Greater Boston Chamber of Commerce
(F) Boston Municipal Research Bureau
(v) Mr. Joseph E Mullaney as a director, officer or
trustee of Mass. Taxpayers Foundation in respect of
Wrongful Acts actually or allegedly committed
subsequent to December 18th 1992.
(vi) Mr. Robert J. Murray as a director, officer or trustee
of Boston College, St Elizabeths Hospital or The
Boston Symphony Orchestra in respect of Wrongful Acts
actually or allegedly committed subsequent to June 1st
1993.
(vii) Mr. William J. McMorrow as a director, officer or
trustee of Arts Boston, Black Achievers Commission,
Old North Foundation or St Margarets Hospital in
respect of Wrongful Acts actually or allegedly
committed subsequent to June 1st 1993.
(viii) Lorne R. Waxlax as a director, officer or trustee of
The National Association of Manufacturers in respect
of Wrongful Acts actually or allegedly committed
subsequent to June 1st 1993.
(ix) Mr. Alfred M. Zeien as a director, officer or trustee
of Marine Biological Laboratory or Massachusetts
Business Roundtable in respect of Wrongful Acts
actually or allegedly committed subsequent to June 1st
1993.
(2) such loss is not indemnified by the above entities or any of
their insurers".
3. Item C of the Declarations is deleted and the following is substituted
therefor:
"Item C Limit of Liability
$10,000,000 in the aggregate each Policy year, provided,
however, that the Limit of Liability shall be $1,000,000 in
the aggregate each Policy year for all claims brought against
Mr. Alfred M. Zeien in his capacity as a director, officer or
trustee of Repligen Corporation provided, however, that such
$1,000,000 shall be part of and not in addition to the
aforementioned $10,000,000 overall Limit of Liability of this
Policy."
39
LINES CLAUSE
This Insurance, being signed for 60.983%, 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
40
(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-
41
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-
42
4. Complete the following in respect of all classes of shares issued by
the Parent Company: as of 03/01/93.
1 2 3 4
----- ----- ----- -----
Series C
Class of shares Common Preferred
------ ------
Number of shares outstanding 220,218,660 164,604
------ ------
Number of shares owned by Directors
(directly and/or beneficially) 24,459,346 14
------ ------
Number of shares owned by Executive
Officers who are not directors
(directly and/or beneficially) 209,084 42
------ ------
5. (a) Total number of wholly owned Subsidiaries as of March, 1993:
Domestic 57 Foreign 163
List all such Subsidiaries for which coverage is requested and the
date created or acquired:
----------------------------------------
1) Coverage requested for all subsidiaries - see March 15, 1993
listing attached;
2) Coverage requested for Parker Pen Holdings Limited and its
subsidiaries which were required on May 7, 1993;
3) 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, 1993:
Domestic 0 Foreign 10
-3-
43
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
March 15, 1993, including the following subsidiaries in which
The Gillette Company has an interest of 50% or less:
Gillette Continental Trading 50%
Intermaghreb (80% of 51% through Gillette Interlame S.A.)
Shenmei Daily Use Co. 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, 1993)
Industry - Beteiligungs -
Gesellschaft mbH 50% Gillette Continental Trading Co.
Societe Matron 12% Gillette Interlame
Shanghai Razor Blade
Factory 30% Gillette (Shanghai) Limited
House of Poddar 19.9% Indian Shaving Products
Societe Matron 29% lntermaghreb
Professeur M. Benomar 20% Intermaghreb
National Investment Trust 23.5% 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 Co.
State Treasury of Poland 20% Wizamet S.A.
(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).
-4-
44
7. (a) Complete the following for each of the Parent Company's last
four fiscal years (use consolidated figures):
($ Millions)
Year 1992 1991 1990 1989
Total Consolidated Assets 4,189.9 $3,886.7 3,671.3 3,114.0
------- ------- ------- -------
Current Assets 2,336.2 2,177.8 2,093.5 1,854.5
------- ------- ------- -------
Current Liabilities 1,560.8 1,484.6 1,307.9 1,061.3
------- ------- ------- -------
Shareholders Equity 1,496.4 1,157.1 265.4 70.0
------- ------- ------- ------
Net Income 513.4 427.4 367.9 284.7
------ ------ ------ -------
Net Income Per Share 2.32 1.94 1.60 1.35
------ ------ ------ ------
Dividends Per Share .72 .62 .54 .48
----- ------ ----- -----
Sales/Revenues 5,162.8 4,683.9 4,344.6 3,818.5
------- ------- ------- -------
Long Term Debt 554.2 742.2 1,045.7 1,041.0
------ ------ ------- -------
Short Term Debt 475.8 460.0 370.3 340.7
------ ------ ------- ------
(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 ins.urers (on any class of
business)?
Yes X No __________
If yes, give details: The Company was a plaintiff in a
lawsuit against Seaboard Surety concerning coverage for an
advertising liability claim. The lawsuit was settled in 1990.
-5-
45
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: 6/1/92-3 6/1/92-3 6/1/92-3 11/21/92-6/01/95 6/01/92-3
--------------------------------------------------------------------------------------------
Retention: $1,000,000 Corporate Reimbursement
----------------------------------------------------------------------------------------
Annual
Premium: $476,776 $180,013 $300,000 $143,000 $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: Gillette purchased 100% of the stock of Parker
Pen Holdings Limited on May 7, 1993. Refer to enclosed 8-K dated May
7, 1993 for details. None other publicly announced.
(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.) (Refer to
-------- ---------- ----------- ---------- ----------
Limited $220,000,000 $450,000,000 5/7/93 8-K
------- ---------- ------------ ------------ ----------
For Details)
------- ---------- ------------ ------------ ------------
-6-
46
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 X
If yes, furnish copy of prospectus.
See attached copies of (a) Press Release regarding a shelf
registration dated November 24, 1992, which has not yet become
effective and (b) Form S-8 filed December 23, 1992.
-7-
47
(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 1992 Annual Report financial
note regarding Common Stock and Additional Paid-in Capital (p. 33).
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
06/30/91 34 1/4
-------- ------
09/30/91 40 7/8
-------- ------
12/31/91 56 1/8
-------- ------
03/31/92 47 1/4
-------- ------
06/30/92 47 5/8
-------- ------
09/30/92 57 3/8
-------- ------
12/31/92 56 7/8
-------- ------
03/31/93 60 1/2
-------- ------
-8-
48
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? 53.15% (March 3, 1992 - 93)
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 except as
follows (if answer is none, so state):
1) Wilkinson Sword counter claim was dismissed as part
of the resolution of antitrust proceedings related to
the Wilkinson business in Europe.
2) Summary of Wafer Shave Claim was attached to '91
Application.
3) The U.S. Tax Court ruled favorably on The Oral-B Tax
matter mentioned in the 1992 Application. See p. 9
of the September 30, 1992 10-Q for details.
4) Certain environmental proceedings in the U.S. arising
out of operations. Management considers the potential
liability to be immaterial.
5) See attached 8-K re purchase of Parker Pen Holdings
Limited.
-9-
49
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-
50
Signed /s/ [??]
----------------------------------------------
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 May 28, 1993
------------------------------------------------
Submitted by
----------------------------------------
(Agent)
Date
------------------------------------------------
-11-
51
[LOGO] 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 2910 0757 61163 03/09/93 0757 61163 03/09/93
41 42
-------------------------------------------------------------------------------------------------------------------
AMOUNT, PERCENTAGE SYNDICATE UNDERWRITER'S PAGE AMOUNT, PERCENTAGE SYNDICATE UNDERWRITER'S PAGE
OR PROPORTION REFERENCE OR PROPORTION REFERENCE
1 2
PERCENT PERCENT
15.000 1068 9300792D0GBH 0.274 212 078631310201
10.000 1145 681X35405X93 0.320 991 0093293AA000
5.000 484 XSP292B0009N 0.457 56 Q4007J93AXXT
9.150 1173 ALDPAA40703E 0.366 179 411LL870011
2.745 79 322FB002564A 0.046 573 81230531TND
2.745 1007 FD867K93A403 0.457 510 EDF093ADCS
1.830 204 078631310201 0.137 1105 EDF093ADCS
1.144 322 93X54293 0.320 1003 LTXSM0200030
1.372 205 481N00242FNA 5.000 435 08066300
0.915 588 11E23288F03
0.915 406 U82XWD05000H THE LIST OF UNDERWRTING MEMBERS
0.915 1047 Y0031K93A OF LLOYDS IS NUMBERED 1993/ 9
0.457 375 7231N09326NN
0.686 122 CJ888N93A200
0.732 546 TB60OD93B418
TOTAL LINE No. of SYND FOR LPSO USE ONLY TOTAL LINE No. of SYND FOR LPSO USE ONLY
60.983 24 USE 1 13835
52
J(A) FORM
THE INSTITUTE OF LONDON UNDERWRITERS
[LOGO]
COMPANIES POLICY
WE, THE COMPANIES, 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 damage liability or expense in the proportions and manner,
hereinafter provided. Each Company shall be liable only for its own respective
proportion.
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 and Secretary of The Institute of London
Underwriters has subscribed his name on behalf of each Company.
/S/ [??]
---------------------------------- [STAMP]
CHIEF EXECUTIVE
General Manager and Secretary
The Institute of London Underwriters
53
SCHEDULE
POLICY NUMBER 757/DJ930040
NAME AND ADDRESS THE GILLETTE COMPANY
OF THE ASSURED Prudential Tower Building,
Boston,
MA 02199
USA
THE PERIOD OF
INSURANCE From 1st June 1993 1st June 1994 at 12.01 a.m. Standard
Time at the address stated above.
THE RISK AND SUM
INSURED HEREUNDER Directors and Officers Liability and Reimbursement for
Directors and Officers Liability.
As more fully set forth in the co-insuring Lloyd's policy.
0. 915% 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.
Warranted that this Policy shall run concurrently with, and shall be subject to
the same terms, conditions, limitations and endorsements as are more fully set
forth in or as may be added to Policy No.757/DJ930040 subscribed by Lloyd's
Underwriters covering the identical subject matter and risk.
PREMIUM US$4,254.75 part of US$465,000.00
54
ILU REFERENCE
PROPORTION CODE COMPANY AND REFERENCE
TOTAL (T) or FORWARD (F)
55
LIRMA POLICY
IN CONSIDERATION of the Insured named in the Schedule hereto having paid
or promised to pay the premium stated in the said Schedule to the Insurers named
herein who have hereunto subscribed their names ("the Insurers").
THE INSURERS HEREBY SEVERALLY AGREE each for the proportion set against
its own name to indemnify the Insured or the Insured's Executors and
Administrators against loss, damage or liability to the extent and in the
manner set forth herein. Provided that the aggregate liability of the Insurers
shall not exceed the Sum Insured or other limits as are set forth in the
Schedule.
If the Insured 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 Director of Policy Signing Service of LONDON
INSURANCE AND REINSURANCE MARKET ASSOCIATION ("LIRMA") has subscribed his name
on behalf of each of the LIRMA Companies and (where the Companies Collective
Signing Agreement ("CCSA") is being implemented) on behalf of the Leading CCSA
Company which is a LIRMA member and authorised to sign this Policy (either
itself or by delegation to LIRMA) on behalf of all the other CCSA Companies.
Signed: /s/ Sanders
-----------------------------------
Director of Policy Signing Services
Date as in the Schedule.
56
Date: 21st July 1993
Policy No: 757/DJ930040
THE SCHEDULE
The insured: THE GILLETTE COMPANY
Premium: US$114,324.90 Part of US$465,000.00
Limits of Liability: 24.586% 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 1993 To: 1st June 1994 both days at 12.01 a.m. local
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/DJ930040 issued by certain underwriting members at Lloyd's of London
covering the identical subject matter and risk.
- --------------------------------------------------------------------------------
57
LIRMA
COMPANY
THE INSURERS NUMBER PROPORTION REFERENCE
- ---------------------------------------------------------------------------
CNA INTERNATIONAL
REINSURANCE LTD C4009 9.150% 354564931
AEGON INSURANCE CO
(UK) LTD E2001 1.372% K01SC301530093F
LIBERTY MUTUAL
INS. CO. (UK)
LTD L2706 5.490% 339218
ZURICH RE (UK)
LTD Z4508 4.000% Z67300391493
NEW HAMPSHIRE
INSURANCE COMPANY N4395 4.574% 3370002993
-------
24.586%
-------
58
[LOGO] LLOYD'S POLICY
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.
"WARNING: DO NOT AMEND COVERAGE
WITHOUT CHECKING ALL PRIMARY AND
EXCESS COVERAGES."
/s/ [??]
LLOYD'S POLICY SIGNING OFFICE
General Manager
LLOYD'S
POLICY SIGNING
OFFICE
EMBOSSMENT
APPEARS HERE
ON ORIGINAL
DOCUMENT
59
EXCESS
DIRECTORS AND OFFICERS AND
COMPANY REIMBURSEMENT
POLICY
JOHNSON & HIGGINS
This document has been checked
By:
Name: /s/ J. [??]
Date: 1/19/94
60
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/DJ930041
Item A. Named Insured: THE GILLETTE COMPANY
Principal Address: Prudential Tower Building
Boston, MA 02199, USA
Item B. Policy Period: From lst June 1993 to
1st June 1994 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 each Policy year.
Item D. Premium: US$ 113,662.50 part of US$ 175,000.00
It is understood and agreed that a premium allocation of
US$12.00 is payable by each Director or Officer of each of
the Australian Subsidiaries of the Parent Company in Item A
of this Declaration. Such premium allocation is a part of
and not in addition to the premium amount shown above.
Item E. Notification to Underwriters pursuant to Clause V. shall be
given to Peterson, Ross, Schloerb & Seidel, attention
Theodore A. Boundas, 200 E. Randolph Drive, Suite 7300,
Chicago, Illinois 60601-6969.
61
Item F. Form numbers of endorsements attached at issuance:
NMA 1256 Nuclear Incident Exclusion Clause
NMA 1477 Radioactive Contamination Exclusion Clause
270.01 Amended Notification Clause
Item G. Primary Policy:
Primary Insurer: Certain Underwriting
Members of Lloyd's and Various
Insurance Companies
Policy No: 757/DJ930040
Limits of Liability: US$ 10,000,000
Retentions/Deductibles: Nil/Nil/US$ 1,000,000
Participation/ Co-Insurance: Nil
Policy Period: From 1st June 1993 to 1st June
1994
- --------------------------------------------------------------------------------
DATED IN LONDON: 29th July 1993
- --------------------------------------------------------------------------------
62
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
(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
63
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:
64
(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. If during the Policy period or any optional extension period,
if applicable, any claim is made against any director or
officer, those insured hereunder shall, as a condition
precedent to their right to be reimbursed under this Policy,
give to Underwriters notice in writing as soon as practicable
of any such claim, but in no event later than sixty (60) days
after such claim is first made.
B. If during the Policy Period or any optional extension period,
if applicable, those insured hereunder first become aware of a
specific wrongful acts, and if those insured hereunder shall,
during such period, give written notice to Underwriters as
soon as practicable of:
(1) the specific wrongful act, and
(2) the consequences which have or may result therefrom,
and
(3) the circumstances by which those insured hereunder
first became aware thereof, then any claim not
otherwise excluded by the terms of this Policy
subsequently made against the directors and officers
arising out of such wrongful act or any related
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 this Clause V. shall be
given to the firm shown under Item E. of the Declarations.
VI. WARRANTY CLAUSE
It is warranted that the particulars and statements contained in the
application for this Policy or contained in any application for any
policy issued by Underwriters of which this Policy is a renewal
thereof, a copy of which is attached hereto, and any material
submitted therewith (which shall be retained on file by Underwriters
and be deemed attached hereto, as if physically attached hereto), are
the basis of this Policy and are to be considered as incorporated in
to and constituting a part of this Policy. This Policy shall be
deemed to be a single unitary contract and not a severable contract of
insurance or a series of individual contracts of insurance with each
of the persons or entities insured hereunder.
65
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
and Mount, 750 Seventh Avenue, New York, N.Y. 10019-6829, U.S.A., 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.
66
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
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
67
(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 of 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 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
68
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 Central 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
69
Attaching to and forming part of Policy No. 757/DJ930041
THE GILLETTE COMPANY
AMENDED NOTIFICATION CLAUSE
(270.01)
In consideration of the premium charged for this Policy, it is hereby
understood and agreed that Clause V. NOTIFICATION A. is deleted and the
following is substituted therefor:
A. If during the Policy Period or Optional Extension Period, if
applicable, any Claim is made against any Director or Officer,
the Company and the Directors and Officers shall, as a
condition precedent to their right to be reimbursed under this
policy, give to Underwriters notice in writing as soon as
practicable of any such Claim, but in no event later than
sixty (60) days after the date the Corporate Risk Management
department is aware of such Claim.
All other terms and conditions remain unchanged
70
LINES CLAUSE
This Insurance, being signed for 64.950%, 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
71
(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.
72
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-
73
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-
74
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
March 15, 1993, including the following subsidiaries in which
The Gillette Company has an interest of 50% or less:
Gillette Continental Trading 50%
Intermaghreb (80% of 51% through Gillette Interlame S.A.)
Shenmei Daily Use Co. 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, 1993)
Industry - Beteiligungs -
Gesellschaft mbH 50% Gillette Continental Trading Co.
Societe Matron 12% Gillette Interlame
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 23.5% 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 Co.
State Treasury of Poland 20% Wizamet S.A.
(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).
-4-
75
7. (a) Complete the following for each of the Parent Company's last
four fiscal years (use consolidated figures):
($ Millions)
Year 1992 1991 1990 1989
Total Consolidated Assets 4,189.9 $3,886.7 3,671.3 3,114.0
------- ------- ------- -------
Current Assets 2,336.2 2,177.8 2,093.5 1,854.5
------- ------- ------- -------
Current Liabilities 1,560.8 1,484.6 1,307.9 1,061.3
------- ------- ------- -------
Shareholders Equity 1,496.4 1,157.1 265.4 70.0
------- ------- ------ -----
Net Income 513.4 427.4 367.9 284.7
------ ------ ------ ------
Net Income Per Share 2.32 1.94 1.60 1.35
------ ------ ------ ------
Dividends Per Share .72 .62 .54 .48
----- ----- ----- -----
Sales/Revenues 5,162.8 4,683.9 4,344.6 3,818.5
------- ------- ------- -------
Long Term Debt 554.2 742.2 1,045.7 1,041.0
------ ------ ------- -------
Short Term Debt 475.8 460.0 370.3 340.7
------ ------ ------ ------
(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: The Company was a plaintiff in a lawsuit
against Seaboard Surety concerning coverage for an advertising
liability claim. The lawsuit was settled in 1990.
-5-
76
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/l/92-3 6/l/92-3 6/lZ92-3 11/21/92-6/01/95 6/01/92-3
---------------------------------------------------------------------------------
Retention: $1,000,000 Corporate Reimbursement
---------------------------------------------------------------------------------
Annual
Premium: $476,776 $180,013 $300,000 $143,000 $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: Gillette purchased 100% of the stock of
Parker Pen Holdings Limited on May 7, 1993. Refer to enclosed
8-K dated May 7, 1993 for details. None other publicly
announced.
(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.) (Refer to
---------- ---------- ------------ ------------ ------------
Limited $220,000,000 $450,000,000 5/7/93 8-K
---------- ---------- ------------ ------------ ------------
For Details)
---------- ---------- ------------ ------------ ------------
-6-
77
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 attached copies of (a) Press Release regarding a shelf
registration dated November 24, 1992, which has not yet become
effective and (b) Form S-8 filed December 23, 1992.
-7-
78
(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 1992 Annual Report financial
note regarding Common Stock and Additional Paid-In Capital (p.
33).
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
06/30/91 34 1/4
----------- ---------
09/30/91 40 7/8
----------- ---------
12/31/91 56 1/8
----------- ---------
03/31/92 47 1/4
----------- ---------
06/30/92 47 5/8
----------- ---------
09/30/92 57 3/8
----------- ---------
12/31/92 56 7/8
----------- ---------
03/31/93 60 1/2
----------- ---------
-8-
79
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? 53.15% (March 3, 1992 - 93)
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 except as
follows (if answer is none, so state):
1) Wilkinson Sword counter claim was dismissed as part of the
resolution of antitrust proceedings related to the Wilkinson
business in Europe.
2) Summary of Wafer Shave Claim was attached to '91 Application.
3) The U.S. Tax Court ruled favorably on The Oral-B Tax matter
mentioned in the 1992 Application. See P. 9 of the September
30, 1992 10-Q for details.
4) Certain environmental proceedings in the U.S. arising out of
operations. Management considers the potential liability to be
immaterial.
5) See attached 8-K re purchase of Parker Pen Holdings Limited.
80
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-
81
Signed /s/
-----------------------------
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 May 28, 1993
-----------------------
Submitted by
(Agent) -------------------
Date
---------------------------
-11-
82
[SEAL]
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
0757 61104 051 08193 UX01 0908 0757 61104 051 08193
343 344
___________________________________________________________________________________________________________________________________
AMOUNT, PERCENTAGE SYNDICATE UNDERWRITER'S PAGE AMOUNT, PERCENTAGE SYNDICATE UNDERWRITER'S PAGE
OR PROPORTION REFERENCE 1 OR PROPORTION REFERENCE 2
PERCENT PERCENT
12.50 1068 9300793DOGBH 1.00 923 QD567K93B64F
1.00 1145 681X35406X93 0.75 724 NA4395326M21
6.00 1038 9300770DOGA1 0.35 1003 LTXSM0203010
2.00 219 954P3137 0.05 573 81230531WNY
6.00 219 254P3137 1.50 435 13500400
4.00 79 322FB402564B 10.00 1067 9360458DOGA1
5.00 406 C14XWD05003B 0.50 1066 9300154DOGA1
7.50 1173 ALDTAA40903E
1.50 205 481NO2228BNA THE LIST OF UPDERWRITING MEMBERS
1.00 1047 Y0147Z93A OF LLOYDS IS NUMBERED 1993/ 8
1.00 588 11E23291PO3
1.00 375 7233NO9326NN
1.00 204 079504220001
0.30 212 079504220001
1.00 947 QD567K93A64X
___________________________________________________________________________________________________________________________________
TOTAL LINE NO. OF SYND. FOR LPSO USE ONLY TOTAL LINE NO. OF SYND. FOR LPSO USE ONLY
64.95 22 NUX5 14716
83
COMPANIES INSURANCE POLICY
WHEREAS the Assured named in the Schedule having paid the Premium specified in
the Schedule to Us, the Insurance Companies subscribing to this Policy
(hereinafter collectively referred to as the "Insurers"), to insure against
loss as stated herein during the period of insurance stated in the Schedule.
NOW KNOW YE that We the Insurers do hereby bind ourselves each COMPANY for
itself and not one for another, to pay or make good to the Assured or the
Assured's Executors, Administrators and Assigns, all such loss not exceeding
the sum insured or other limits as stated in the Schedule that the Assured may
sustain during the said period after such loss is proved and that the liability
of each of Us, the Insurers, shall be limited to the individual proportion set
against our name.
Warranted that this policy shall run concurrently with and shall be subject to
the same gross rate, terms, conditions, definitions and Endorsements, if any,
approved by the Insurers, appearing in the Policy numbered and subscribed by
the Warranty Underwriters/Company stated in the Schedule and covering the
identical subject matter and risk.
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 I, being a representative of the Leading Company and
authorized by the said Company and by all other Companies appearing hereon to
sign this Policy on their behalf, have hereunto subscribed my name this 16th day
of August, 1993.
[SEAL]
84
POLICY NO: 757/DJ930041
THE SCHEDULE
THE NAME OF THE ASSURED: THE GILLETTE COMPANY
OF: Prudential Tower Building,
Boston, MA 02199, USA
PREMIUM: US$7,875.00 Part of US$175,000.00
LIMIT OF LIABILITY: US$10,000,000 in the aggregate
each Policy year
which is excess of
US$10,000,000 in the aggregate
each Policy year.
Which is excess of: -
US$NIL/US$NIL Directors and
Officers Liability
US$1,000,000 Reimbursement
Liability.
THE PERILS AND
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 1993 TO: 1st June
1994
Both days at 12.01 a.m.
standard time.
DETAILS OF WARRANTY POLICY: NUMBER: 757/DJ930041
WARRANTY UNDERWRITERS: Certain
Underwriting members at Lloyd's of
London.
This Policy, being for 4.5000% of 100% insures its pro-rata proportion of the
Limit of Liability as set forth above and the individual proportions signed
hereon are percentages of the Limit of Liability as set forth above.
85
- ------------------------------------------------------------------------------
The Insurers Proportion Reference
- ------------------------------------------------------------------------------
COMMERCIAL UNION
ASSURANCE COMPANY PLC 1.5000% A9235596
(THE LEADING COMPANY)
UNITED NATIONAL
INSURANCE COMPANY
(PER HARRIS & DIXON
LTD) 3.0000% NR933316
86
COMPANIES INSURANCE POLICY
WHEREAS the Assured named in the Schedule having paid the Premium specified in
the Schedule to Us, the Insurance Companies subscribing to this Policy
(hereinafter collectively referred to as the "Insurers"), to insure against
loss as stated herein during the period of insurance stated in the Schedule.
NOW KNOW YE that We the Insurers do hereby bind ourselves each COMPANY for
itself and not one for another, to pay or make good to the Assured or the
Assured's Executors, Administrators and Assigns, all such loss not exceeding
the sum insured or other limits as stated in the Schedule that the Assured may
sustain during the said period after such loss is proved and that the liability
of each of Us, the Insurers, shall be limited to the individual proportion set
against our name.
Warranted that this policy shall run concurrently with and shall be subject to
the same gross rate, terms, conditions, definitions and Endorsements, if any,
approved by the Insurers, appearing in the Policy numbered and subscribed by
the Warranty Underwriters/Company stated in the Schedule and covering the
identical subject matter and risk.
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 I, being a representative of the Leading Company and
authorized by the said Company and by all other Companies appearing hereon to
sign this Policy on their behalf, have hereunto subscribed my name this 20th
day of August, 1993
THREADNEEDLE INSURANCE COMPANY LIMITED
/s/
87
POLICY NO: 757/DJ930041
THE SCHEDULE
THE NAME OF THE ASSURED: THE GILLETTE COMPANY
OF: Prudential Tower Building,
Boston, MA 02199, USA
PREMIUM: US$437.50 Part of US$175,000.00
LIMIT OF LIABILITY: US$10,000,000 in the aggregate each
Policy year
which is excess of US$10,000,000
in the aggregate each Policy year.
Which is excess of:-
US$NIL/US$NIL Directors and Officers
Liability.
US$1,000,000 Reimbursement
Liability.
THE PERILS AND
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 1993 TO: 1st June
1994
Both days at 12.01 a.m.
standard time.
DETAILS OF WARRANTY POLICY: NUMBER: 757/DJ930041
WARRANTY UNDERWRITERS: Certain
Underwriting members at Lloyd's of
London.
This Policy, being for 0.2500% of 100% insures its pro-rata proportion of the
Limit of Liability as set forth above and the individual proportions signed
hereon are percentages of the Limit of Liability as set forth above.
88
- -------------------------------------------------------------------------------
THE INSURERS PROPORTION REFERENCE
- -------------------------------------------------------------------------------
THREADNEEDLE INSURANCE
COMPANY LTD 0.2500% 25936043600
89
COMPANIES INSURANCE POLICY
WHEREAS the Assured named in the Schedule having paid the Premium specified in
the Schedule to Us, the Insurance Companies subscribing to this Policy
(hereinafter collectively referred to as the "Insurers"), to insure against
loss as stated herein during the period of insurance stated in the Schedule.
NOW KNOW YE that We the Insurers do hereby bind ourselves each COMPANY for
itself and not one for another, to pay or make good to the Assured or the
Assured's Executors, Administrators and Assigns, all such loss not exceeding
the sum insured or other limits as stated in the Schedule that the Assured may
sustain during the said period after such loss is proved and that the liability
of each of Us, the Insurers, shall be limited to the individual proportion set
against our name.
Warranted that this policy shall run concurrently with and shall be subject to
the same gross rate, terms, conditions, definitions and Endorsements, if any,
approved by the Insurers, appearing in the Policy numbered and subscribed by
the Warranty Underwriters/Company stated in the Schedule and covering the
identical subject matter and risk.
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 I, being a representative of the Leading Company and
authorized by the said Company and by all other Companies appearing hereon to
sign this Policy on their behalf, have hereunto subscribed my name
this 26th day of August, 1993
/s/
[SEAL]
90
POLICY NO: 757/DJ930041
THE SCHEDULE
THE NAME OF THE ASSURED: THE GILLETTE COMPANY
OF: Prudential Tower Building,
Boston, MA 02199, USA
PREMIUM: US$11,375.00 Part of US$175,000.00
LIMIT OF LIABILITY: US$10,000,000 in the aggregate
each Policy year.
Which is excess of US$10,000,000 in
the aggregate each Policy year.
Which is excess of:-
US$NIL/US$NIL Directors and
Officers Liability
US$1,000,000 Reimbursement
Liability.
THE PERILS AND
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 1993 TO: 1st June
1994
Both days at 12.01 a.m.
standard time.
DETAILS OF WARRANTY POLICY: NUMBER: 757/DJ930041
WARRANTY UNDERWRITERS: Certain
Underwriting members at Lloyd's of
London.
This Policy, being for 6.500% of 100% insures its pro-rata proportion of the
Limit of Liability as set forth above and the individual proportions signed
hereon are percentages of the Limit of Liability as set forth above.
/s/
26 Aug. 93
91
- --------------------------------------------------------------------------------
THE INSURERS PROPORTION REFERENCE
- --------------------------------------------------------------------------------
CHUBB INSURANCE COMPANY
OF EUROPE 6.500% 81424330
[SEAL]
/s/
26 Aug. 93
92
J (A) FORM
THE INSTITUTE OF LONDON UNDERWRITERS
[LOGO]
COMPANIES POLICY
WE, THE COMPANIES, 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 damage liability or expense in the proportions and manner
hereinafter provided. Each Company shall be liable only for its own respective
proportion.
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 and Secretary of The Institute of London
Underwriters has subscribed his name on behalf of each Company.
/s/
........................................
CHIEF EXECUTIVE
General Manager and Secretary
The Institute of London Underwriters
93
SCHEDULE
POLICY NUMBER 757/DJ930041
NAME AND ADDRESS
OF THE ASSURED THE GILLETTE COMPANY
Prudential Tower Building
Boston
MA 02199
USA
THE PERIOD OF
INSURANCE From 1st June 1993 to 1st June 1994 at 12.01 a.m.
Standard Time at the address stated above.
THE RISK AND SUM
INSURED HEREUNDER 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.
0.500% of
US$10,000,000 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.
Warranted that this Policy shall run concurrently with, and shall be subject to
the same terms, conditions, limitations and endorsements as are more fully set
forth in or as may be added to Policy No.757/DJ930041 subscribed by Lloyd's
Underwriters covering the identical subject matter and risk.
PREMIUM US$875.00 part of US$175,000.00
94
[STAMP] THE INSTITUTE OF LONDON UNDERWRITERS
ILU REFERENCE PMC 93 223157 24 8 93
PROPORTION CODE COMPANY AND REFERENCE
0.5000000 3030/01/8 SPHERE DRAKE INSURANCE PLC NO 1. A/D
93LJBTD07814
TOTAL (T) or FORWARD (F)
0,5000000% T
95
LIRMA POLICY
IN CONSIDERATION of the Insured named in the Schedule hereto having
paid or promised to pay the premium stated in the said Schedule to the Insurers
named herein who have hereunto subscribed their names ("the Insurers").
THE INSURERS HEREBY SEVERALLY AGREE each for the proportion set
against its own name to indemnify the Insured or the Insured's Executors and
Administrators against loss, damage or liability to the extent and in the
manner set forth herein. Provided that the aggregate liability of the Insurers
shall not exceed the Sum Insured or other limits as are set forth in the
Schedule.
If the Insured 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 Director of Policy Signing Services of LONDON
INSURANCE AND REINSURANCE MARKET ASSOCIATION ("LIRMA") has subscribed his name
on behalf of each of the LIRMA Companies and (where the Companies Collective
Signing Agreement ("CCSA") is being implemented) on behalf of the Leading CCSA
Company which is a LIRMA member and authorised to sign this Policy (either
itself or by delegation to LIRMA) on behalf of all the other CCSA Companies.
Signed /s/
...............................................
Director of Policy Signing Services
Date as in the Schedule.
96
DATE: 20th July 1993
POLICY NO: 757/DJ930041
THE SCHEDULE
THE INSURED: THE GILLETTE COMPANY
PREMIUM: US$40,775.00 Part of US$175,000.00
LIMITS OF LIABILITY: 23.300% of
US$10,000,000 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 1993 TO: 1st June 1994 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/DJ930041 issued by certain underwriting members at Lloyd's of
London covering the identical subject matter and risk.
97
LIRMA
COMPANY
THE INSURERS NUMBER PROPORTION REFERENCE
- --------------------------------------------------------------------------
CNA REINSURANCE
OF LONDON LTD C4009 5.0000% 3546391
AEGON INS CO.
(UK) LTD E2001 1.0000% K01SC301540093G
ZURICH REINSURANCE
(UK) LTD Z4508 8.3300% Z67115993193
NEW HAMPSHIRE
INS CO. N4395 8.9700% 3370002393
--------
23.300%
--------
98
[LOGO] THIS IS AN EXCESS CLAIMS MADE 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
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 PRINCIPAL ADDRESS: ITEM 2. POLICY PERIOD:
The Gillette Company (a) From 6/1/1993
Prudential Tower Building (b) To 6/1/1994
Boston, MA 02199 at 12:01 a.m. Standard Time both dates
at the Principal Address in Item 1.
ITEM 3. LIMIT OF LIABILITY (Inclusive of DEFENSE EXPENSES):
$20,000,000.00 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 727/DJ930040 $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 727/DJ930041 $10,000,000.00
ITEM 5. PREMIUM:
$300,000.00 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. 0. 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 (Attoney-in-Fact)
02/03/1994
/s/
INSURED'S COPY
F-1727-A (12-90)
99
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 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 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-301.0 Endorsement No. 1
(11-89)
100
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 charged, the phrase "thirty (30) days"
in the 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
101
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 $ 4,189,900,000 - Liabilities $ 2,693,500,000 Date:
12/31/92
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. (See
April 15, 1993 Press Release and 1992 Annual Report.)
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
---- ---- --- --- ---- --- --- ---- --- --- ---- --- ---
1992 54 7/8 46 3/8 23.8 52 1/2 43 7/8 22.5 58 3/4 47 1/2 25.7 61 1/4 54 1/2 24.5
---- ------ ------ ---- ------ ------ ---- ------ ------ ---- ------ ------ ----
102
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.
Mr. Michael B. Gifford elected to Board of Directors
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? It 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. 1993 Audit Plan attached.
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 X No
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?
4 times (1992)
e) Have there been any changes 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
(ii) The composition of the audit committee or the audit
department; or Yes
(iii) The scope of the audit procedures. No
If yes, provide details in a separate attachment to this
application.
(ii) Current committee consists of Mr. Steta, Mr. Buffet,
Mrs. Goldberg, Mr. Gantz, Mr. Gifford, and Mr. Turley.
Mr. Trowbridge is no longer a member of the
committee.
103
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 - (10.9%)
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 implementation to occur within the next 12 months?
__Yes __No X Not Applicable
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 ___ 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 ___ No None Other Publicly
See 8-K re acquisition of stock of Announced
Parker Pen Holdings Limited.
c) Sale, distribution or divestiture of any assets other than in
the ordinary course of business involving more than 10% of
Applicant's consolidated assets. __Yes __ 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. X Yes ___ No
See Press Release dated November 24, 1992, re shelf
registration for issuance of debt securities.
(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 B3(e) above and attached form S-8 filed
December 23, 1992.
Also, registration statements may be filed in the future with
reference to shares issued to fulfill the requirements of
stockholder approved employee benefit plans.
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
104
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 1O-K report, 10-Q reports flied 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.
Text of the Chairman of the Board's April 15, 1993 Annual
Meeting presentation submitted in lieu of the 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 1991 KPMG letters
attached. Summary of 1992 letters will be available after
June 1, 1993.
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 1992 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.
105
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 $ 3,887,000,000 Liabilities $ 2,730,000,000 Date:
12/31/91
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. (See
Attachments re increase.)
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 1991* 2nd Quarter 1991* 3rd Quarter 1991 4th Quarter 1991
----------- ---------------- ----------- ----------------
Year High Low P/E High Low P/E High Low P/E High Low P/E
---- ---- --- --- ---- --- --- ---- --- --- ---- --- ---
1991 39 3/8 28 1/8 22.2 40 3/8 33 1/2 19.2 44 1/4 33 7/8 22.5 56 1/8 37 3/4 28.9
---- ------ ------ ---- ------ ------ ---- ------ ------ ---- ------ ------ ----
* After 2 for 1 stock split effective 05/01/91.
106
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.
Mr. Wilbur H. Gantz elected to Board of Directors
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. 1992 Audit Plan attached.
b) Are there any areas in the audit procedures of the Applicant
that the outside auditors have criticized, or recommended
changing that have not been changed? __ Yes X No
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 changes 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
(ii) The composition of the audit committee or the audit
department; or Yes
(iii) The scope of the audit procedures. No
If yes, provide details in a separate attachment to this
application.
(ii) Current committee consists of Mr. Steta (Chair), Mr.
Buffet, Mrs. Goldberg, Mr. Trowbridge, and Mr. Gantz.
Mr. Jacobi is no longer a member of the committee.
107
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 - (10.9%)
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 implementation to occur within the next 12 months?
__ Yes __ No X Not Applicable
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 ___ 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 __ No None 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 consolidated assets. ___ Yes ___ 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? __ Yes __ No
Registration statements may be filed in the future with
reference to shares issued to fulfill the requirements of
stockholder approved employee benefit plans.
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
108
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.
e) Any reports prepared by outside financial analysts or
consultants within the past 12 months.
f) Latest CPA letter to management on internal controls and any
written response thereto.
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 1991 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.
109
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 May 8, 1992
BY (Chairman and/or President Signature TITLE DATE
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 Center Plaza
Boston, MA 02108
ADDRESS (No. Street, City, State, and Zip Code)
110
[LOGO] 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 $3,705.5 Billion Liabilities $2,750.6 Billion
Date: 3/31/91
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. (See
Attachment Re Increase)
b) Provide the price range per share and closing P/E ratio for
the Applicant's common stock for each quarter of the last four
quarters:
1st Quarter - 1991 2nd Quarter - 1990 3rd Quarter - 1990 4th Quarter - 1990
----------- ----------- ----------- -----------
Year High Low P/E High Low P/E High Low P/E High Low P/E
---- ---- --- --- ---- --- --- ---- --- --- ---- --- ---
78 3/4 56 3/8 22.2 60 5/8 50 5/8 22.0 65# 47 3/8 17.5 63 1/8 50# 19.6
---- ------ ------ ---- ------ ------ ---- --- ------ ---- ------ --- ----
111
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.
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 implementation to occur within the next 12 months?
___ Yes ___ No X Not Applicable
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 of 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 ___ 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 ___ No None 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 consolidated assets. ___ Yes ___ 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
(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? __ Yes X No
If yes, attach a copy of the registration statement.
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? X Yes
___ No
If yes, provide complete details in an attachment to this application.
Refer to enclosed Press Release concerning redemption of
Series B Preferred Stock held by Berkshire Hathaway. Also,
see 1990 Annual Report note on "Employee Stock Ownership
Plan", page 22.
112
C 1. Have there been any fidelity bond claims greater than $100,00 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 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. Mr. Zeien's April 18, 1991 presentation attached.
e) Any reports prepared by outside financial analysts or
consultants within the past 12 months. Representative reports
attached.
f) Latest CPA letter to management on internal controls and any
written response thereto. Summary to be submitted +/- 7/1
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 1990 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 11/18/87, 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.
113
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 APPLICATN 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 $4,189,900,000 Liabilities $2,693,500,000 Date:
12/31/92
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. (See
April 15, 1993 Press Release and 1992 Annual Report.)
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
---- ---- --- --- ---- --- --- ---- --- --- ---- --- ---
1992 54 7/8 46 3/8 23.8 52 1/2 43 7/8 22.5 58 3/4 47 1/2 25.7 61 1/4 54 1/2 24.5
---- ------ ------ ---- ------ ------ ---- ------ ------ ---- ------ ------ ----
114
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 - (10.9%)
-------------------------------------------------------------------------
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
implementation to occur within the next 12 months? ___ Yes ___ No X Not
Applicable
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 ___ 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 ___ No None Other Publicly Announced
See 8-K re acquisition of stock of Parker Pen Holdings Limited.
c) Sale, distribution or divestiture of any assets other than in the
ordinary course of business involving more than 10% of Applicant's
consolidated assets. ___ Yes ___ 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. X Yes ___ No
See Press Release dated November 24, 1992, re shelf registration
issuance of debt securities.
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 B3(e) above and attached form S-8 filed
December 23,1992.
Also, registration statements may be filed in the future with
reference to shares issued to fulfill the requirements of
stockholder approved employee benefit plans.
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
115
C 1. Have there been any fidelity bond claims greater than $100,000 in the
last 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 S-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.
Text of the Chairman of the Board's April 15, 1993 Annual Meeting
presentation submitted in lieu of the 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 1991 KPMG letters attached. Summary
of 1992 letters will be available after June 1, 1993.
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 1992 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.
116
ACTIVITY REPORT
TRANSMISSION OK
TN # 7307
CONNECTION TEL 16172273107
CONNECTION ID JOHNSON & HIGGIN
START TIME 05/25 13:24
USAGE TIME 00' 57
PAGES 2
117
EXECUTIVE RISK MANAGEMENT
82 HOPMEADOW STREET
P.O. BOX 2002
SIMSBURY, CT 06070
FAX COVER SHEET
(IF THERE IS A PROBLEM WITH THIS FAX PLEASE CALL (203)244-8900)
TO: Joan Goldberg
FROM: S. Acorn
FAX#: 617-227-3107
NUMBER OF PAGES INCLUDING THIS PAGE
-------
MESSAGE:
As requested
118
[JOHNSON & HIGGINS LETTERHEAD]
May 25, 1993 TELEFAX
Ms. Stephanie Acorn
Executive Risk Management Associates
82 Hopmeadow Street
P.O. Box 2002
Simsbury, CT 06070
Re: The Gillette Company
Excess D&O
6/1/93 renewal date
Dear Stephanie:
Thanks for your May 21, 1993 fax outlining the renewal terms. It conforms with
our discussion, except with respect to the requirement that the completed and
signed application be in your hands prior to binding. You agreed that we could
get it to you sometime during the week of June 5th. Would you mind sending out
a revised indication or alternatively a fax confirming that it is coverage
will be bound subject to your receipt, review and acceptance of the signed
application sometime during the week of the 5th.
We are still trying to tie up one or two loose ends with London underwriters
and will be In touch once we finalize the underlying program.
Thanks for getting back to me at your earliest convenience.
Sincerely,
/S/ Joan Goldberg
- -----------------
Joan Goldberg
Vice President
[5/25/93
agreed
/S/ S. T. Acorn
-------------------------------
[UNISON LOGO]
119
[AETNA LETTERHEAD]
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 SMALL
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 $ 3,705.5 Billion Liabilities $2,750.6 Billion
Date: 3/31/91
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. (SEE
ATTACHMENT RE INCREASE)
b) Provide the price range per share and closing P/E ratio for the
Applicant's common stock for each quarter of the last four quarters:
1st Quarter - 1991 2nd Quarter - 1990 3rd Quarter - 1990 4th Quarter - 1990
----------- ----------- ----------- -----------
Year High Low P/E High Low P/E High Low P/E High Low P/E
---- ---- --- --- ---- --- --- ---- --- --- ---- --- ---
78 3/4 56 3/8 22.2 60 5/8 50 5/8 22.0 65 1/4 47 3/8 17.5 63 1/8 50 1/2 19.6
120
B 1. As an attachment to this applications 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.
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
implementation to occur within the next 12 months? [ ] Yes [ ] No
[X] Not Applicable
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 of 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 [ ] 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 [ ] No None 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
consolidated assets. [ ] Yes [ ] 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? [ ] Yes [X] No
If yes, attach a copy of the registration statement.
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 [X] Yes [ ] No
If yes, provide complete details in an attachment to this application.
Refer to enclosed Press Release concerning redemption of Series B
Preferred Stock held by Berkshire Hathaway. Also, see 1990 Annual
Report note on 'Employee Stock Ownership Plan", page 22.
3
121
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. Mr. Zeien's April 18, 1991 presentation attached.
e) Any reports prepared by outside financial analysts or consultants
within the past 12 months. Representative reports attached
f) Latest CPA letter to management on internal controls and any written
response thereto. Summary to be submitted +/-7/1
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 1990 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 STATEMENT 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 11/18/87, 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.
4
122
[AETNA LOGO]
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 AGREE 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 if this
condition had 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.
5
123
COPY
CORPORATE OFFICERS AND DIRECTORS ASSURANCE LTD.
Endorsement No. 18 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 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, area 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 ccmmitted, 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 /s/ Terry F. Smith
--------------------------------------
Authorized Representative
124
[COPY]
CORPORATE OFFICERS AND DIRECTORS ASSURANCE LTD.
ENDORSEMENT NO. 17 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 M. 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 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
125
(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 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/ Terry F. Smith
----------------------------------------------
Signature of Authorized Representative
126
COPY
CORPORATE OFFICERS AND DIRECTORS ASSURANCE LTD.
Endorsement No. 16 Effective Date of Endorsement August 1, 1990
-------------- --------------------
Attached to and forming part of POLICY No. GS-212C
-------------------------------------
COMPANY THE GILLETTE COMPANY
-----------------------------------------------------------------------
It is hereby understood and agreed that section (H) of the EXCESS AND
DIFFERENCE IN CONDITIONS ENDORSEMENT (Endorsement # 2) is deleted in its
entirety and replaced with the following:
(H) Schedule of Underlying Directors and officers insurance:
Policy Policy
Layer Carrier Number Year Limits Retention
----- ------- ------ ---- ------ ---------
Primary London 576/P39008500 8/1/90-6/1/91 $20M NIL/NIL/$1,000,000
576/P39008600
1st Excess Aetna 095LB100654391BCA 8/1/90-6/1/91 $20M Underlying
All other terms and conditions remain unchanged.
By /s/ Terry F. Smith
--------------------------------------
Authorized Representative
127
COPY
CORPORATE OFFICERS AND DIRECTORS ASSURANCE LTD.
ENDORSEMENT NO. 15 EFFECTIVE DATE OF ENDORSEMENT JUNE 1, 1992
----------------- -----------------
ATTACHED TO AND FORMING PART OF POLICY NO. GS-212C
-------------------------------------
COMPANY THE GILLETTE COMPANY
-----------------------------------------------------------------------
It is hereby understood and agreed that section (H) of the EXCESS AND
DIFFERENCE IN CONDITIONS ENDORSEMENT (Endorsement # 2) is deleted in its
entirety and replaced with the following:
(H) Schedule of Underlying Directors and Officers Insurance:
Policy Policy
Layer Carrier Number Year Limits Retention
----- ------- ------ ---- ------ ---------
Primary London 757/W920040 6/1/92-93 $10M NIL/NIL/$1,000,000
1st Excess London 757/W920041 6/1/92-93 $10M Underlying
2nd Excess Aetna 095LB100654391BCA 6/1/92-93 $20M "
All other terms and conditions remain unchanged.
By /s/ Terry F. Smith
-------------------------------------
Authorized Representative
128
COPY
CORPORATE OFFICERS AND DIRECTORS ASSURANCE LTD.
ENDORSEMENT NO. 14 EFFECTIVE DATE OF ENDORSEMENT JUNE 1, 1992
------------ ---------------------
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.
AUTOMATIC EXTENSION ENDORSEMENT
(Extension Premium: $155,000)
In consideration of payment of the above-referenced premium, it is
understood and agreed that this POLICY shall be continued and the POLICY
PERIOD shall be extended to June 1, 1995 12:01 A.M. Standard Time at the
address of the Company as stated in Item I of the Declarations
It is further understood and agreed that the above-referenced premium
has been allocated and paid as follows:
Policy Year
Following Effective
Date of this Endorsement Premium
------------------------ -------
Year 92-93 125,000
Year 93-94 150,000
Year 94-95 155,000
--------
$ 430,000
Less Prepaid Premium on hand $ 285,000
--------
Additional Premium $ 145,000
========
By /s/ Terry F. Smith
-------------------------------------
Authorized Representative
129
CORPORATE OFFICERS AND DIRECTORS ASSURANCE LTD.
ENDORSEMENT NO. 13 EFFECTIVE DATE OF ENDORSEMENT JUNE 1, 1991
ATTACHED TO AND FORMING PART OF POLICY NO. GS-212C
COMPANY E GILLETTE COMPANY
It is hereby understood and agreed that section (H) of the EXCESS
AND DIFFERENCE IN CONDITIONS ENDORSEMENT (Endorsement #2) is
deleted in its entirety and replaced with the following:
(H) Schedule of Underlying Directors and Officers Insurance:
Policy Policy
Layer Carrier Number Year Limits Retention
----- ------- ------ ------ ------ ---------
Primary London 757/DJ910040 6/1/91-92 $20M NIL/NIL/$1,000,000
757/DJ910041
1st Excess Aetna 095LB100654391BCA 6/l/91-92 $20M Underlying
All other terms and conditions remain unchanged.
By /s/
-------------------------
Authorized Representative
130
CORPORATE OFFICERS AND DIRECTORS ASSURANCE LTD.
ENDORSEMENT NO. 12. 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.
AUTOMATIC EXTENSION ENDORSEMENT
(Extension Premium: $150,000)
In consideration of payment of the above-referenced premium, it is
understood and agreed that this POLICY shall be continued and the
POLICY PERIOD shall be extended to June 1, 1994 12:01 A.M. Standard Time
at the address of the Company as stated in Item I of the Declarations.
It is further understood and agreed that the above-referenced premium
has been allocated and paid as follows:
Policy Year
Following Effective
Date of this Endorsement Premium
------------------------ -------
Year 91-92 125,000
Year 92-93 135,000
Year 93-94 150,000
--------
$410,000
Less Prepaid Premium on hand $270,000
--------
Additional Premium $140,000
========
By /s/
-------------------------
Authorized Representative
131
CORPORATE OFFICERS AND DIRECTORS ASSURANCE LTD.
ENDORSEMENT NO. 11 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
(A) Subject to the sublimit of liability set forth in (C) below, the
definition of "INSUREDS" is hereby extended to include:
(1) all directors, officers, or employees of the COMPANY who
were, are, or shall be serving as directors, officers,
trustees, or governors for any eleemosynary institution,
non-profit organization, industry association,
foundation, or business corporation, if:
(a) such activity is part of their regularly
assigned duties or is consistent with COMPANY
policy, and
(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)(1) above, at the time the WRONGFUL ACT
upon which such CLAIMS are based was committed, 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 and/or any indemnification
provided for, to or by the eleemosynary institution,
association, foundation, or business corporation, any
conditions in such other insurance notwithstanding; and
(2) is not to be construed to extend to the outside
organization in which the INSURED is serving or has
served, nor to any other director, officer, or employee
of such outside organization.
(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 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 for each POLICY YEAR, and that this Endorsement
extends coverage with a sublimit which further limits the
INSURER'S liability and
132
does not increase the INSURER'S maximum liability beyond the
LIMIT OF LIABILITY stated in Item III the Declarations.
(D) For purposes of subpart (A)(2) above, the definitions of
"WRONGFUL ACT" is hereby modified to replace the word "COMPANY"
with the words "the eleemosynary or non-profit institution,
industry association, foundation, or business corporation"
wherever the word "COMPANY" appears.
/s/
--------------------------------------
Signature of Authorized Representative
133
CORPORATE OFFICERS AND DIRECTORS ASSURANCE LTD.
ENDORSEMENT NO. 10 EFFECTIVE DATE OF ENDORSEMENT AUGUST 20, 1990
ATTACHED TO AND FORMING PART OF POLICY NO. GS-212C
COMPANY THE GILLETTE COMPANY
In consideration of the additional premium of $76,300 it is understood and
agreed that the policy period on endorsement no. 8 is amended to read as
follows:-
....Policy Period shall be extended to June 1, 1993, 12:01 a.m.
standard time....
All other terms and conditions remain unchanged.
By /s/
-------------------------
Authorized Representative
134
CORPORATE OFFICERS AND DIRECTORS ASSURANCE LTD.
ENDORSEMENT NO. 9 EFFECTIVE DATE OF ENDORSEMENT NOVEMBER 21, 1989
ATTACHED TO AND FORMING PART OF POLICY NO. GS-212C
COMPANY The Gillette Company
It is hereby understood and agreed that section (H) of the EXCESS AND
DIFFERENCE IN CONDITIONS ENDORSEMENT (Endorsement #6) is deleted in its
entirety and replaced with the following:
(H) Schedule of Underlying Directors and Officers Insurance:
Policy Policy
Layer Carrier Number Year Limits Retention
- ----- ------- ------ ---- ------ ---------
Primary London 576/P29008500) 11/21/89-90 $20M $2500/$25,000/$1,000,000
576/P29008600)
1st Excess Aetna 095LB100435854BCA 11/21/89-90 $20M Underlying
All other terms and conditions remain unchanged.
By /s/
-------------------------
Authorized Representative
135
CORPORATE OFFICERS AND DIRECTORS ASSURANCE LTD.
ENDORSEMENT NO. 8 EFFECTIVE DATE OF ENDORSEMENT NOVEMBER 21, 1989
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.
AUTOMATIC EXTENSION ENDORSEMENT
( Extension Premium: $ 135,000 )
In consideration of payment of the above-referenced premium, it is understood
and agreed that this POLICY shall be continued and the POLICY PERIOD shall be
extended to November 21, 1992, 12:01 A.M. Standard Time at the address of the
Company as stated in Item I of the Declarations.
It is further understood and agreed that the above-referenced premium has been
allocated and paid as follows:
Policy Year
Following Effective
Date of This Endorsement Premium
------------------------ -------
Year 89 - 90 130,000
Year 90 - 91 135,000
Year 91 - 92 135,000
--------
$400,000
Less Prepaid Premium
On Hand $275,000
--------
Additional Premium $125,000
========
By /S/
-------------------------
Authorized Representative
136
CORPORATE OFFICERS AND DIRECTORS ASSURANCE LTD.
ENDORSEMENT NO. 7 EFFECTIVE DATE OF ENDORSEMENT SEPTEMBER 27, 1989
ATTACHED TO AND FORMING PART OF POLICY NO. GS-212C
COMPANY THE GILLETTE COMPANY
IT IS HEREBY UNDERSTOOD AND AGREED THAT ENDORSEMENT NO. 4 (OUTSIDE POSITIONS
ENDORSEMENT) IS DELETED IN ITS ENTIRETY.
All other terms and conditions remain unchanged.
By /s/
-------------------------
Authorized Representative
137
CORPORATE OFFICERS AND DIRECTORS ASSURANCE LTD.
ENDORSEMENT NO. 6 EFFECTIVE DATE OF ENDORSEMENT November 21, 1988
ATTACHED TO AND FORMING PART OF POLICY NO. GS-212C
COMPANY THE GILLETTE COMPANY
It is hereby understood and agreed that section (H) of the EXCESS AND
DIFFERENCE IN CONDITIONS ENDORSEMENT (Endorsement # 2) is deleted in its
entirety and replaced with the following:
(H) Schedule of Underlying Directors and Officers Insurance:
Policy Policy
Layer Carrier Number Year Limits Retention
- ----- ------- ------ ---- ------ ---------
Primary Lloyds & Cos. P190085 11/21/88-89 $10,000,000 5,000/30,000/lM
lst Excess Lloyds & Cos. P190086 11/21/88-89 $10,000,000 Underlying
2nd Excess Aetna Casualty 095LB100435854BCA 11/21/88-89 $20,000,000 Underlying
All other terms and conditions remain unchanged.
By
-------------------------
Authorized Representative
138
CORPORATE OFFICERS AND DIRECTORS ASSURANCE LTD.
ENDORSEMENT NO. 5 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,
Gillette International, Asia-Pacific Group
- President, Blade and Razor Group,
North America Division
- President, Oral-B Laboratories
- President, Jafra Cosmetics
- President Directeur General, Financiere
Gillette Societe Participation
- President, Blade and Razor Group,
European Division
- President, Personal Care Group,
European Division
- President, Stationery Products Group,
European Division
- President, Stationery Products Group,
North America Division
- President, Personal Care 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
139
CORPORATE OFFICERS AND DIRECTORS ASSURANCE LTD.
ENDORSEMENT NO. 4 EFFECTIVE DATE OF ENDORSEMENT November 21, 1988
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
(A) Subject to the sublimit of liability set forth in (C) below, the
definition of "INSUREDS" is hereby extended to include:
(1) all directors, officers, or employees of the COMPANY who were, are,
or shall be serving as directors, officers, trustees, or governors
for any eleemosynary institution, non-profit organization, industry
association, foundation, or business corporation, if:
(a) such activity is part of their regularly assigned duties or is
consistent with COMPANY policy, and
(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)(1) above, at
the time the WRONGFUL ACT upon which such CLAIMS are based was
committed, 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 and/or any indemnification provided for, to or by the
eleemosynary institution, association, foundation, or business
corporation, any conditions in such other insurance notwithstanding;
and
(2) is not to be construed to extend to the outside organization in
which the INSURED is serving or has served, nor to any other
director, officer, or employee of such outside organization.
(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 paid on behalf of all
INSUREDS arising from all CLAIMS first made during eachPOLICY YEAR. It is
understood that the amount stated in Item III of the Declarations is the
maximum amount payable for each POLICY YEAR. and that this Endorsement
extends coverage with a sublimit which further limits the INSURER'S
liability and
140
does not increase the INSURER'S maximum liability beyond the LIMIT OF
LIABILITY stated in Item III the Declarations.
(D) For purposes of subpart (A)(2) above, the definitions of "WRONGFUL ACT"
is hereby modified to replace the word "COMPANY" with the words "the
eleemosynary or non-profit institution, industry association, foundation,
or business corporation" wherever the word "COMPANY" appears.
/s/
--------------------------------------
Signature of Authorized Representative
141
CORPORATE OFFICERS AND DIRECTORS ASSURANCE LTD.
ENDORSEMENT NO. 3 EFFECTIVE DATE OF ENDORSEMENT November 21, 1988
ATTACHED TO AND FORMING PART OF POLICY NO. GS-212C
COMPANY THE GILLETTE COMPANY
In accordance with Clause 7 (Automatic Extension) of this POLICY and in payment
of the additional premium as shown below, the POLICY PERIOD is amended to read
from November 21, 1988 to November 21, 1991, 12:01 a.m. Standard Time at the
address of the COMPANY referred to herein.
The premium for the POLICY PERIOD above stated is as follows:
Year 2 - $ 130,000
Year 3 - $ 140,000
Year 4 - $ 135,000
----------
$ 405,000
Premium prepaid for Years 2-3 - $ 280,000
----------
Additional premium $ 125,000
==========
All other term and conditions remain unchanged.
By /s/ [?]
------------------------------------
Authorized Representative
142
CORPORATE OFFICERS AND DIRECTORS ASSURANCE LTD.
ENDORSEMENT No. 2 EFFECTIVE DATE OF ENDORSEMENT July 21, 1988
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.
EXCESS AND DIFFERENCE IN CONDITIONS ENDORSEMENT
(A) Clause 1 (Insuring Clause) of this POLICY is hereby deleted in
its entirety and replaced with the following:
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
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 while acting in their individual or
collective capacities as directors or officers, 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 scheduled below, and not exceeding the
LIMIT OF LIABILITY.
(b) Regardless of the time of payment of LOSS by the
INSURER, the LIMIT OF LIABILITY shall be the maximum
liability of the INSURER for all LOSS arising from
all CLAIMS first made during each POLICY YEAR.
(c) The INSURER shall not be liable for any 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 any
part of the LOSS; or
(3) the limit(s) of liability of the Underlying
Insurance has been exhausted or reduced by
reason of LOSSES paid thereunder.
(d) In the event that:
(1) part or 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 the
reunder: or
143
(2) part of a LOSS is paid by the Underlying Insurance,
then the liability of the INSURER for the LOSS shall exclude
any required retention and coininsurance amounts under such
Underlying Insurance.
(e) In the event that the INSUREDS 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, Clause 11 (Currency), Clause 1
4 (LOSS Provisions), and Clause 17 (Representation),
and the Clauses in this endorsement,
this POLICY is amended to follow and be subject to the terms
and conditions of such Underlying Insurance in respect of such
LOSS.
Notwithstanding any provision of this endorsement to the
contrary, the INSURER shall not cover the COMPANY for any
amounts the COMPANY pays to indemnify, or pays on behalf of,
the INSUREDS for any LOSS or expense.
(B) Clause 4 (Appeals) of this POLICY is hereby deleted in its entirety and
replaced with the following:
4. APPEALS
In the event of the INSUREDS or the insurer(s) of the
Underlying Insurance elect not to appeal a judgment, the
INSURER may elect to make such appeal at its own expense, and
shall be liable for any increased award, taxable costs and
disbursements and any additional interest incidental to such
appeal, to the extent such payments are not covered by other
valid and collectible insurance.
(C) Clause 6 (Assistance and Cooperation) of this POLICY is hereby deleted
in its entirety and replaced with the following:
6. ASSISTANCE AND COOPERATION
The INSURER has no duty to defend any CLAIM and shall not be
called upon to assume charge of the investigation, settlement
or defense of any demand, suit or proceeding, but the INSURER
shall have the right and shall be given the opportunity to
associate with the INSUREDS, the COMPANY, and the insurer(s)
of the Underlying Insurance in the investigation, settlement,
defense and control of any demand, suit or proceeding relative
to any WRONGFUL ACT where the demand, suit or proceeding
involves or may involve the INSURER. At all times, the
INSUREDS and the COMPANY and the INSURER shall cooperate in
the investigation, settlement, and defense of such demand,
suit or proceeding. The failure of the COMPANY to assist and
cooperate with the INSURER shall not impair the rights of the
INSUREDS under this POLICY.
(D) Clause 10 (Payment of LOSS) is hereby deleted in its entirety and
replaced with the following:
10. PAYMENT OF LOSS
Except in those instances when the INSURER has denied
liability for the CLAIM because of the application of one or
more exclusions, or other coverage issues, if the COMPANY and
the insurer(s)
144
of the Underlying Insurance refuse to advance defense or other
LOSS, or if such costs are not payable under the Underlying
Insurance, the INSURER shall, upon request and if proper
documentation accompanies the request, advance on behalf of
the INSUREDS, or any of them, LOSS that they have incurred in
connection with a CLAIM, prior to disposition of such CLAIM,
provided always that in the event it is finally established
that the INSURER has no liability hereunder, such INSURED
agree to repay to the INSURER, upon demand, all monies
advanced.
(E) Clause 13 (INSURED'S Reporting Duties) of this POLICY is hereby
modified by the addition of the following:
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 notice of such
change, nonrenewal or cancellation.
(F) Clause 15 (Other Insurance) of this POLICY is hereby deleted in its
entirety and replaced with the following:
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 (e) of Clause 1 (Insuring Clause), nothing herein shall
be construed to make this POLICY subject to the terms of other
insurance.
(G) Clause 2O (Subrogation) of this POLICY is hereby deleted in its
entirety and replaced with the following:
20. SUBROGATION
(a) Inasmuch as this POLICY is excess insurance, the
INSUREDS' right of recovery against any person or
organization cannot be exclusively subrogated to the
INSURER. It is, therefore, understood and agreed that
in case of any payment hereunder, the INSURER will act
in concert with all other interests concerned
(including the INSURED), in the exercise of such rights
of recovery. The apportioning of any amounts that may
be so recovered shall follow the principle that any
interest (including the INSUREDS') that has paid an
amount over and above any payment hereunder, shall
first be reimbursed up to the amount paid by it;
(a) the INSURER is then to be reimbursed out any balance
then remaining up to the amount paid hereunder;
lastly, the interests (including the INSUREDS') of
which this coverage is in excess are entitled to claim
the residue, if any. Expenses necessary to the
recovery of any such amounts shall be apportioned
between the interests concerned (including the
INSUREDS'), in the proportion of their respective
recoveries as finally settled. If there should be no
recovery in proceedings instituted solely on the
initiative of the INSURER, the expenses thereof shall
be borne by the INSURER.
(b) The INSUREDS shall execute all papers reasonably
required and shall take all reasonable actions that
may be necessary to secure the rights of the INSURER,
including the execution of such documents necessary to
enable the INSURER effectively to bring suit in the
name of the INSUREDS, including but not limited to an
action against the COMPANY or the insurer(s) of the
145
Underlying Insurance for nonpayment of
indemnity due and owing to the INSUREDS
by the COMPANY or the insurer(s),
respectively.
(H) Schedule of Underlying Directors and Officers Insurance:
Policy Policy
Layer Carrier Number Year Limits Retention
PRIMARY LONDON TBD 11/21/87-88 $20M $5,000/30,000/1,000,000
1ST EXCESS AETNA TBD 11/21/87-88 $20M UNDERLYING
/s/ [?]
-----------------------------------------------------
Signature of Authorized Representative of INSURER
146
CORPORATE OFFICERS AND DIRECTORS ASSURANCE LTD.
ENDORSEMENT NO. 1 EFFECTIVE DATE OF ENDORSEMENT July 21, 1988
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.
NUCLEAR ENERGY LIABILITY EXCLUSION ENDORSEMENT
(BROAD FORM)
It is agreed that:
I. This POLICY does not apply:
A. Under any Liability Coverage, to bodily injury or property damage
(1) with respect to which the INSUREDS or COMPANY under this
POLICY is also an insured under a nuclear energy
liability policy issued by the Nuclear Energy Liability
Insurance Association, Mutual Atomic Energy Liability
Underwriters or Nuclear Insurance Association of Canada,
or any of their successors, or would be an insured under
any such policy but for its termination upon exhaustion
of its limit of liability; or
(2) resulting from the hazardous properties of nuclear
material and with respect to which (a) any person or
organization is required to maintain financial
protection pursuant to the Atomic Energy Act of 1954 or
any law amendatory thereof, or (b) the INSUREDS or
COMPANY 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.
B. Under any Medical Payments Coverage, or under any Supplementary
Payments provision relating to first aid, to expenses incurred
with respect to bodily injury resulting from the hazardous
properties of nuclear material and arising out of the operation
of a nuclear facility by any person or organization.
C. Under any Liability Coverage, to bodily injury or property
damage resulting from the hazardous properties of nuclear
material, if
(1) the nuclear material (a) is at any nuclear facility
owned by, or operated by or on behalf of, the COMPANY or
(b) has been discharged or dispersed therefrom;
(2) 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 the
COMPANY; or
(3) the bodily injury or property damage arises out of the
furnishing by the COMPANY 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
147
America, its territories or possessions or
Canada, this exclusion (3) applies only to
property damage to such nuclear facility and any
property thereat.
II. As used in this endorsement:
"hazardous properties" include radioactive, toxic or explosive
properties;
"nuclear material" means source material, special nuclear material or
by-product material;
"source material", "special nuclear material", and "by-product
material" have the meanings given them in the Atomic Energy Act of
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 (a) containing by-product material
other than the tailings of wastes produced by the extraction or
concentration of uranium or thorium from any ore processed primarily
for its source material content, and (b) resulting from the operation
by any person or organization of any nuclear facility included under
the first two paragraphs of the definition of nuclear facility.
"nuclear facility" means:
(a) any nuclear reactor,
(b) any equipment or device designed or used for (1) separating
the isotopes or uranium or plutonium, (2) processing or
utilizing spent fuel, or (3) handling, processing or packaging
waste,
(c) any equipment of device used in the processing, fabricating
or alloying of special nuclear material if at any time the
total amount of such material in the custody of the COMPANY 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, or
(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;
"property damage" includes all forms of radioactive contamination or
property.
/s/
-----------------------------------
Signature of Authorized Representative
148
DIRECTORS AND OFFICERS LIABILITY INSURANCE POLICY
ISSUED BY
CORPORATE OFFICERS & DIRECTORS ASSURANCE LTD.
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
ITEM II POLICY PERIOD: From July 21, 1988 to Nov. 21, 1990 (3 Years)
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
CLAIMS first made during each POLICY YEAR.
ITEM IV PREMIUM:
At inception of first POLICY YEAR: $ 320,000
(prepaid total for three years) Year 1- $40,000
Year 2- $140,000
Year 3- $140,000
149
At each anniversary
thereafter: Subject to adjustment on each anniversary
date in accordance with Clause 16 (Premium)
of this POLICY.
ITEM V Any notice to the COMPANY or, except in accordance with Clause 17
(Representation), 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 sent by airmail, express courier,
telecopy or telex.
-----------------------------------------------------------------
-----------------------------------------------------------------
-----------------------------------------------------------------
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., P.O. Box HM 1015, Craig Appin House,
Wesley St., Hamilton, Bermuda HM OX, and shall be sent by airmail,
express, courier, telecopy or telex.
This POLICY shall constitute the entire contract between the INSUREDS, the
COMPANY, and the INSURER.
Endorsements 1 to 4 are made part of this POLICY at POLICY
issuance.
Countersigned at Hamilton, Bermuda
on November 29, 1988
-------------------------------------
by /s/
-------------------------------------
Signature of Authorized Representative
150
TABLE OF CONTENTS
CLAUSE PAGE
1. Insuring Clause................................................... 1
2. Definitions....................................................... 1
3. Exclusions........................................................ 2
4. Appeals........................................................... 3
5. Arbitration....................................................... 3
6. Assistance and Cooperation........................................ 4
7. Automatic Extension............................................... 4
8. Cancellation...................................................... 5
9. Changes and Assignments........................................... 5
10. Payment of LOSS................................................... 5
11. Currency.......................................................... 5
12. Headings.......................................................... 6
13. INSUREDS' Reporting Duties........................................ 6
14. LOSS Provisions................................................... 6
15. Other Insurance................................................... 6
16. Premium........................................................... 6
17. Representation.................................................... 6
18. Severability...................................................... 7
19. Special POLICY Revisions.......................................... 7
20. Subrogaton........................................................ 7
21. Acquisition or Disposition of a SUBSIDIARY........................ 7
151
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 attached to and 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
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 CLAIMS first made against the INSUREDS or any of them during
the POLICY PERIOD, for any WRONGFUL ACTS that are caused, committed, or
attempted prior to the end of the POLICY PERIOD by the INSUREDS, not
exceeding the LIMIT OF LIABILITY.
2. DEFINITIONS
(a) "APPLICATION" shall mean the signed, written application for
this POLICY, the schedule thereto and all supplementary
information submitted in connection therewith, and all
underwriting data submitted in connection with the automatic
extension of the POLICY, all of which materials shall be deemed
attached hereto, as if physically attached hereto.
(b) "CLAIM" shall mean:
(1) any proceeding, demand or suit against any INSURED by
reason of any WRONGFAULT; or
(2) written notice to the INSURER by the INSUREDS and/or the
COMPANY, during the POLICY PERIOD describing
circumstances that are likely to give rise to a CLAIM
being made against the INSUREDS.
Multiple proceedings, demands or suits arising out of the same
WRONGFUL ACT shall be deemed to be a single CLAIM.
(c) "COMPANY" shall mean the company shown in Item I of the
Declarations, any company that was a predecessor company to the
company shown in Item I of the Declarations, any SUBSIDIARY of
either such company and, if covered in accordance with subpart
(a) of Clause 21 (Acquisition or Disposition of a Subsidiary)
below, any other subsidiary.
(d) "INSUREDS" shall mean:
(1) all persons who were, now are, or shall be duly elected or
appointed directors or officers of the COMPANY; or
(2) the estates, heirs, legal representatives or assigns of
deceased INSUREDS who were directors or officers of the COMPANY
at the time 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.
(e) "INSURER" shall mean Corporate Officers & Directors Ltd.,
Hamilton, Bermuda.
(f) "LIMIT OF LIABILITY" shall mean the amount described in Item III
of the Declarations. Regardless of the time of payment of LOSS
by the INSURER, the LIMIT OF LIABILITY as stated in Item III of
the Declarations shall be the maximum liability of the INSURER
for all LOSS arising from all CLAIMS first made during each
POLICY YEAR.
(g) "LOSS" shall mean any and all amounts that the INSUREDS are
legally obligated to pay for a CLAIM made against the INSUREDS
for any WRONGFUL ACT, and shall include but not be limited to
damages, judgments, settlements, and reasonable and necessary
costs of investigation and defense of CLAIMS, and appeals
therefrom (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,
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152
however, LOSS shall not include taxes, fines or penalties or
matters which 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.
(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 voting stock is owned, directly or
indirectly, in any combination, by the COMPANY or by one or
more of its SUBSIDIARIES, at the starting date of the POLICY
PERIOD.
(l) "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 interrelated 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 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 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 indemnity the
INSUREDS pursuant to the charter or other similar formative
document or by-laws or written agreements of the COMPANY duty
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
(2) the INSUREDS comply with Clause 2O (Subrogation)
below;
(b) that result in a judgment or other final adjudication adverse
to the INSUREDS that establishes that the INSUREDS have gained
any personal profit to which they were not legally entitled;
(c) for the return by the INSUREDS of any remuneration paid to the
INSUREDS without the previous approval of the stockholders of
the COMPANY which payment without such previous approval shall
be held by the courts to have been illegal;
(d) for an accounting of profits in fact made from the purchase or
sale by the INSUREDS of securities of the COMPANY within the
meaning of Section 16 (b) of the Securities Exchange Act of
1934 and amendments thereto or similar provisions of any state
statutory law or common law;
(e) brought about or contributed to by the dishonesty of the
INSUREDS; however, notwithstanding the foregoing, the INSUREDS
shall be protected under the terms of this POLICY as to any
CLAIM by reason of any alleged dishonesty on the part of the
INSUREDS, unless a judgment or other final adjudication
thereof adverse to the INSUREDS shall establish that acts of
active and deliberate dishonesty committed by the INSUREDS with
actual dishonest purpose and intent were material to the cause
of action so adjudicated;
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153
(f) that is insured by any other existing valid policy or policies
under which payment of the LOSS is actually made except in respect
of any excess beyond the amount or amounts of payments under such
other policy or policies;
(g) for which the INSUREDS are indemnified by reason of having given
notice of a CLAIM or of any circumstance which might give rise to a
CLAIM under any policy or policies of which this POLICY is a
renewal or replacement or which it may succeed in time;
(h) for personal injury, advertising injury, bodily injury, sickness,
disease, or death of any person, or for damage to or destruction of
any tangible property, including the loss of use thereof; however,
this exclusion shall not apply to any derivative action brought
against any INSURED;
(i) by, on behalf of, at the behest of, or in the right of the COMPANY,
if initiated by the management of the COMPANY; however, this
exclusion shall not apply if, between the starting date of the
POLICY PERIOD and the date of the CLAIM, the COMPANY shall have
undergone one of the three events listed in subpart (a) of Clause 8
(Cancellation) or the event listed in subpart (b) of Clause 8
(Cancellation), and the CLAIM is initiated by the management of the
COMPANY after the date of such event; or
(j) that is excluded under the Nuclear Energy Liability Exclusion
(endorsed hereon).
It is agreed that any fact pertaining to any INSURED shall not be imputed to
any other INSURED for the purpose of determining the application of the
Exclusions.
4. APPEALS
In the event the INSUREDS elect not to appeal a judgment, the INSURER
may elect to make such appeal at its own expense, and shall be liable for
any increased award, taxable costs and disbursements and any additional
interest incidental to such appeal, to the extent such payments are not
covered by other valid and collectible insurance.
5. ARBITRATION
(a) Any dispute arising under this POLICY shall be fully determined in
Hamilton, Bermuda under the provisions of the Bermuda Arbitration
Act of 1986, as amended and supplemented, by a Board 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 unsatisfied 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 arbitrator 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
the third arbitrator. Upon acceptance of the appointment by said
third arbitrator, the Board or Arbitration for the controversy in
question shall be deemed fixed. All CLAIMS, denials of CLAIMS, and
notices pursuant to this Clause 5 of this POLICY shall be deemed
made if in writing and mailed to the last known address of the
other party.
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154
1. (b) The Board of Arbitration shall fix, by a notice in writing to the
involved, a reasonable time and place for the hearing and may in
said written notice or at the time of the commencement of said
hearing, at the option of said Board, prescribe reasonable rules
and regulations governing the course and conduct of said hearing.
(c) This POLICY shall be governed by and construed 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 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 fails to
reach a unanimous decision, the decision of the majority of the
members of the Board shall be deemed to be the decision of the Board.
(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) The INSURER and the INSUREDS agree that in the event that claims
for indemnity or contribution are asserted in any action or
proceeding against the INSURER by any of the INSUREDS' other
insurers in any jurisdiction or forum other than that set forth in
this Clause 5, the INSUREDS will in good faith take all reasonable
steps requested by the INSURER to assist the INSURER in obtaining a
dismissal of these claims (other than on the merits) and will,
without limitation, undertake to the court or other tribunal to
reduce any judgment or award against such other insurers to the
extent that the court or tribunal determines that the INSURER would
have been liable to such insurers for indemnity or contribution
pursuant to this POLICY. The INSUREDS shall be entitled to assert
claims against the INSURER for coverage under this POLICY, including,
without limitation, for amounts by which the INSUREDS reduced its
judgment against such other insurers in respect of such claims for
indemnity or contribution, in an arbitration between the INSURER and
the INSUREDS pursuant to this Clause 5; provided, however, that the
INSURER in such arbitration in respect of such reduction of any
judgment shall be entitled to raise any defenses under this POLICY
and any other defenses (other than jurisdictional defenses) as it
would have been entitled to raise in the action or proceeding
with such insurers.
6. ASSISTANCE AND COOPERATION
The INSURER has no duty to defend any CLAIM and shall not be called upon
to assume charge of the investigation, settlement or defense of any CLAIM,
but the INSURER shall have the right and shall be given the opportunity to
associate with the INSUREDS and the COMPANY in the investigation,
settlement, defense and control of any CLAIM relative to any WRONGFUL ACT
where the CLAIM involves or may involve the INSURER. At all times, the
INSUREDS and the COMPANY and the INSURER shall cooperate in the
investigation, settlement and defense of such CLAIM. The failure of the
COMPANY to assist and cooperate with the INSURER shall not impair the
rights of the INSUREDS under this POLICY.
7. AUTOMATIC EXTENSION
On each anniversary of this POLICY, upon payment of 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 during the
period commencing ninety (90) days prior to the anniversary of the POLICY,
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.
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8. CANCELLATION
This POLICY shall not be subject to cancellation except as follows:
(a) This POLICY shall be deemed cancelled immediately upon the of any of
the following events:
(1) acquisition of the company named in Item I of the Declarations
by another entity,
(2) merger into another organization in which the company name in
Item I of the Declarations is not the surviving entity, or
(3) consolidation of the company named in Item I of the
Declarations with another entity.
In any such instance described in (a) (1) through (3) of this
Clause 8, this POLICY shall not apply to any WRONGFUL ACTS taking
place after the date of said acquisition, merger, or consolidation:
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.
(b) In the event of the COMPANY being taken over by a receiver or any
State or Federal regulatory agency or official, this POLICY shall
not apply to any WRONGFUL ACTS taking place after the date of filing
of bankruptcy, insolvency, or assumption of operation. This POLICY
shall remain in force for the remainder of the POLICY PERIOD from
said date as to CLAIMS based upon WRONGFUL ACTS alleged to have been
committed prior to the date of said bankruptcy, insolvency, or
assumption of operation by the State or Federal agency. All premiums
paid or due at the time of such taking over shall be fully earned,
and in no respect refundable. 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 most recent POLICY YEAR. CLAIMS first made during the remainder
of the POLICY PERIOD shall be deemed to have been first made during
the final POLICY YEAR 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 and/or future premium
adjustments and/or loss adjustments as the parties may agree upon
at the time of said cancellation.
(d) This POLICY may be cancelled by the INSURER upon granting of 365 days
written notice, providing such cancellation is determined to be
appropriate by an affirmative vote of 3/4 of the INSURER'S entire
Board at a meeting of said Board prior to mailing of said notice.
Payment or tender of any unearned premium by the INSURER shall not
be a condition precedent to the effectiveness of cancellation,
but return of the pro rata unearned premium shall be made as soon as
practicable.
9. CHANGES AND ASSIGNMENTS
The terms and conditions of this POLICY shall not be waived or changed,
nor shall an assignment of interest under this POLICY be binding, except
by an endorsement to this POLICY issued by the INSURER.
10. PAYMENT OF LOSS
Except in those instances when the INSURER has denied liability for the
CLAIM because of the application of one or more exclusions, or other
coverage issues, the INSURER shall, upon request and if proper
documentation accompanies the request, advance on behalf of the INSUREDS,
or any of them, LOSS costs that they have incurred in connection with a
CLAIM, prior to disposition of such CLAIM, provided always that in the
event it is finally established that the INSURER has no liability
hereunder, such INSUREDS agree to repay to the INSURER, upon demand, all
monies advanced.
11. CURRENCY
All premium, limits, retentions, and LOSS under this POLICY are in United
States currency.
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12. HEADINGS
The descriptions in the headings and sub-headings of this POLICY are
interested solely for convenience and do not constitute any part of
the terms or conditions hereof.
13. INSUREDS' REPORTING DUTIES
The INSUREDS and/or the COMPANY shall give written notice to the
INSURER as soon as practicable of any:
(a) CLAIM, which notice shall include the 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) change in the COMPANY as is described in Clause 8(a) and 8(b)
(Cancellation) of this POLICY,
and shall cooperate with the INSURER and give such additional
information as the INSURER may reasonably require.
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 shall become aware
of any circumstances that are likely to give rise to a CLAIM
being made against them 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 POLICY YEAR in which the INSUREDS 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) above, 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 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. Nothing herein shall be construed to make
this POLICY subject to the terms of other insurance.
16. PREMIUM
It is understood that on each anniversary of this POLICY, a premium
shall be charged for the Automatic Extension in accordance with Clause
7 (Automatic Extension). Such premium shall be determined by the rate
schedules, experience modification, rating plan, and by-laws of the
INSURER in force at said anniversary date.
17. REPRESENTATION
By acceptance of this POLICY, the company named in Item I of the
Declaration agrees to represent the INSUREDS with respect to all
matters under this POLICY, including, but not limited to, the giving
and receiving of notice of CLAIM or cancellation or desire not to
extend the POLICY, the payment of premiums, the receiving of LOSS
payments and any return premiums that may become due under this
POLICY, the requesting, receiving, and acceptance of any endorsement
to this POLICY, and the submission of a dispute to arbitration. The
INSUREDS agree that said company shall represent them but, for
purposes of the investigation, defense, settlement, or appeal of any
CLAIM, the INSUREDS who are named as defendants
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157
in the CLAIM may, [??] their unanimous agreement and upon [??] to the
INSURER, replace the company with another agent to represent them with
respect to the CLAIM, including giving and receiving of notice of
CLAIM and other correspondence, the receiving of LOSS payments, and
the submission of a dispute to arbitration.
18. SEVERABILITY
The APPLICATION for coverage shall be constituted as a separate
APPLICATION for coverage by each INSURED. With respect to the
declarations and statements contained in such APPLICATION for coverage
no statement in the APPLICATION or knowledge possessed by any one
INSURED shall be imputed to any other INSURED for the purpose of
determining the availability of coverage with respect to CLAIMS made
against any other INSURED.
The acts, omissions, knowledge, or warranties of any INSURED shall not
be imputed to any other INSURED with respect to the coverages
applicable under this POLICY.
19. SPECIAL POLICY REVISIONS
The INSURER may change this POLICY at any time by an affirmative vote
of a majority of the shareholders of the INSURER, in accordance with
the by-laws of the INSURER.
20. SUBROGATION
In the event of any payment under this POLICY, the INSURER shall be
subrogated to the event of such payment to all the INSUREDS' rights of
recovery, and the INSUREDS shall execute all papers reasonably
required and shall take all reasonable actions that may be necessary
to secure such rights including the execution of such documents
necessary to enable the INSURER effectively to bring suit in the name
of the INSUREDS, including but not limited to, an action against the
COMPANY for nonpayment of indemnity due and owing to the INSUREDS by
the COMPANY.
21. ACQUISITION 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 voting stock is owned, directly or indirectly, in
any combination, by the COMPANY or one or more of its
SUBSIDIARIES, and which is acquired or created after the
inception of this POLICY, subject to written notice being
given to the INSURER within 30 days after the acquisition or
creation, and payment of any additional premium required. 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 such new subsidiary shall be limited to WRONGFUL
ACTS subsequent to the date of acquisition or creation of the
subsidiary and prior to the end of the POLICY PERIOD.
(b) Coverage shall not apply to directors and officers of any
subsidiary, including a SUBSIDIARY as defined in Clause 2
(Definitions) above, for CLAIMS arising out of WRONGFUL ACTS
subsequent to the date that the COMPANY or one or more of its
SUBSIDIARIES, directly or indirectly, in any combination,
ceases to own more than 50% of the outstanding voting stock
in such subsidiary.
IN WITNESS WHEREOF, the INSURER has caused this POLICY to be signed by its
President and Secretary, and countersigned on the Declaration Page by a duly
authorized agent of the INSURER.
/s/ [??] /s/ Joseph G. [??]
- --------------------- -----------------------
Secretary President
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[LETTERHEAD]
[LOGO]
JOHNSON & HIGGINS
FAX TRANSMISSION
FAX # 617-421-7123 NO. OF PAGES TRANSMITTED: 2
ATTN: William Mather DATE: June 1, 1993
Gillette
FROM: Sally A. Weston
SUBJ: Gillette - ACE D&O COPIES: Joan Goldberg, J&H, Boston
(Fax # 617-227-3107)
We have received the following renewal binder from ACE for Gillette:
"ACE (CAY) is pleased to acknowledge receipt of Dlrs 155,000 and confirm
bidding the following:
Policy Period: June 1, 1993 - 1994
Limit of Liability: 10M xs 60M D&O and 10M xs 40M C.R.
Structure: Name Limits
---- ------
D&O C.R.
London 10m 10M
London 10m xs 10M 10M xs 10M
Aetna 20M xs 20M 20M xs 20M
CODA 20M xs 40M -
ACE 10M xs 60M - 10M xs 40M
(GS-2678D) (GS-2679D)
[UNISON LOGO]
159
-2-
Followed Policies are London C.R. and CODA D&O.
Coverage is D&O and C.R.
Endorsements to be included:
Discovery Period Endorsement
Cancellation Endorsement
Excess DIC Endorsement
Endorsement amending Clause III B (i) and (ii)
Endorsement amending Section II - A&C
We look forward to receipt of the u/l policies."
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 and are in addition to the premium.
Regards
Sally Weston
Broker
SAW:pmw/002260