Document 6BX94n22moZbnyMmvBV7pDM43

i 1 i -a N17598 -a /i/o ; -3 d )! TwwKnagSHi ww :-^?y*jray:acMg FormA.C.E. No. 004-11/91 Policy Mo. KDH-5096/4 na A.C.E. INSURANCE COMPANY (Bermuda), LTD. ("Insurer'') Producer: b o w r in g (Be r mu d a .} l imit e d In favor of: h m a h g l o -Ame r ic a n l t d . Address: 99 Wood Avenue South, Iselin, NJ 08830 Type of Coverage: EXCESS LIABILITY In the amount as stated in Item 2 of the Declarations. Term: SEE REVISED POLICY FORM ENDORSEMENT prevailing time at the address of the Named Insured and in accordance with the terms and conditions of the form(s) attached. PREMIUM 1,175,000 IN WITNESS WHEREOF, this Policy has been made, entered into and executed by the undersigned In Hamilton, Bermuda this ntn Title: Mark Lima Underwriter GLD055622 0049-GLD-000055622 End.66-1/93 Form 003 ADDITIONAL/RETURN PREMIUM $ REVISED POLICY FORM ENDORSEMENT (Prior Policy Form) NIL In consideration of the premium charged, it is agreed and acknowledged that this Policy is changed as of the effective date set forth below ("Effective Date") by cancelling the Policy form (including endorsements) to which this Endorsement is attached ("Old Policy Form") and issuing the revised Policy form 004-11/91 (including revised endorsement forms) ("New Policy Form"). Coverage under this Policy for all occurrences notice of which shall have been given by the Named Insured to the Company prior to the Effective Date shall be governed by the Old Policy Form. Coverage under this Policy for alt occurrences notice of which shall be given by the Named Insured to die Company on or after the Effective Date shall be governed by the New Policy Form. Except as may be agreed to by the Company in writing or as provided below, the Inception Date of this Policy (for purposes of the definition of "occurrence") shall be 9th January. 19 86. No action of the Company in issuing this endorsement and/or the New Policy Form (004-11/91) shall in any way alter or amend the inception date for coverage afforded under the Old Policy Form. Notwithstanding the foregoing, if:- ^ a. before the Effective Date, the manager or equivalent level employee of the risk management, insurance or law department or any executive officer of any Insured had knowledge or notice that (i) an event or exposure to conditions had commenced, or (11) personal injury or property damage caused by use of the Insured's goods or products had taken place in whole or in part, whether or not such person was aware that such occurrence was likely to involve this Policy, and b. the Old Policy Form would not have covered such occurrence if notice thereof would have been given to the Company immediately prior to the Effective Date, the Inception Date with respect to such occurrence shall be the Effective Date and the New Policy Form shall not afford any coverage with respect thereto. Notwithstanding anything herein or in the Old Policy Form or the New Policy Form to the contrary, no occurrence shall be covered under both the Old Policy Form and the New Policy Form. Nothing herein contained shall be held to vary, alter, waive or extend any of the terms, conditions, exclusions or limitations of the Policy referenced below, except as expressly stated herein. The effective date of this endorsement is____ 1st October, 1992 All other terms and conditions remain unchanged. This endorsement is attached to and made a part of Policy No-------- : of A.C.E. INSURANCE COMPANY (BERMUDA) LTD. Issued to: BM ANGLO-AMERICAN LTD. Date Of 14th *Pri1' 1993 End No. 9 By. AUTHORISED REPRESENTATIVE 3ft GLD055623 0049-GLD-000055623 Form A.C.E. No. 004-11/91 THIS IS AN OCCURRENCE (AS DEFINED HEREIN) FIRST REPORTED POLICY WITH AN OPEN-END DISCOVERY PERIOD (IF PURCHASED) ON THE TERMS AND CONDITIONS SET FORTH HEREIN EXCESS LIABILITY INSURANCE DECLARATIONS Item 1 (a) Named Insured: h k a n g l o -a me r ie a n l t d . (b) Address of Named Insured: 99 wood Avenue south, reelin, n j 08830 Item 2 Limit of Liability: (a) Limit in respect of each occurrence: $200,00 000 (b) Annual period limit in the aggregate for all covered occurrences: (c) Per Occurrence Retention Amount: See Attached Schedule $200,000,000 Item 3 Policy Inception Date: see Revised Policy Form Endorsement First Annual Period Expiration Date: 1st October, 1993 Item 4 Currency: united states Dollars Item 5 Representative of Named Insured: Bowring (Bermuda) Limited Item 6 Notice: ACE Insurance Company (Bermuda), Ltd. The ACE Building 30 Woodboume Avenue Hamilton HM 08, Bermuda (809) 295-5221 telecopy 3643 ACEIL BA telex Item 7 Applicable Initial Endorsements Revised Policy Form Endorsement Per occurrence Retention Schedul Subsidiary Retroactive Coverage Endorsement Proration of Related Losses for Related Insureds Additional Insured and Exclusion for Designated Exposures Said insurance is subject to the provisions, stipulations, exclusions and conditions contained in this form and the representations and warranties of the Named Insured contained In the Named Insured's initial and extension applications lor this policy of insurance, which are hereby made a part of said insurance, together with other provisions, stipulations, exclusions and conditions as may be endorsed on said policy oradded thereto as therein provided (collectively hereinafter referred to as the "Policy"). GLD055624 0049-GLD-000055624 Form A-C.E.Na 004-11/91 EXCESS LIABILITY POLICY TABLE OF CONTENTS I. COVERAGE........................................................................................................................... II. LIMIT OF LIABILITY.............................................................................................................. III. DEFINITIONS....................................................................................................................... (a) Insured....................................................................................... (b) Personal Injury......................,................................................. ................................. (c) Property Damage....................................................................... (d) Advertising Liability................................................................................................... (e) Occurrence................................................................................................................ (f) Occurrence integration.............................................................................................. (g) Damages...................................................................... (h) Ultimate Net Loss.................................. (i) Automobile.................................................................. (j) Watercraft......................... (k) Aircraft........................................................................................................................ (l ) Annual Period............................. (m) Discovery Period....................................................................................................... (n) Product liability ......................... (o) Insured's Products............................................ IV. EXCLUSIONS........................................................................................................................ V. CONDITIONS............................................................................... *....................................... (a) Premium ................ (t>) Inspection................................................................................................................... (c) Cross Liability............................................................................................................. (d) Notice......................................................................................................................... (e) Assistance and Cooperation..................................................................................... (1) Appeals....................................................................................................................... (g) Loss Payable.............................................................................................................. (h) Representation...................................... 0) Other Insurance.......................................................................................................... (j) Subrogation................................................................................................................ (k) Changes.................... (l ) Assignment................................................................................................................ (m) Cancellation.............................................................................................................. (n) Currency.................................................................................................................... (o) Arbitration.................................................................................................................. (p) Conflicting Statutes................................................................................................... (q) Governing Law and Interpretation........................................................................... (r) Liability of the Insurer........................................................................................ (s) PoHcy Extension......................................................................................................... 0) Reinstatement.............................................................................................................. (u) Optional Extension of Reporting Period .................................................................. (v) Expiration Date......................................................................................... (W) Former Subsidiaries, Affiliates and Associated Companies..................................... (X) Headings.................................................................................................................... Pag* 1 1 2 2 4 4 4 4 5 5 5 5 5 6 6 6 6 6 6 12 12 12 12 12 13 13 13 13 14 14 14 14 14 IS 15 16 16 16 16 16 17 17 18 18 iii GLD055625 0049-GLD-000055625 EXCESS LIABILITY PQUCY Named Insured: As stated in item 1 of the Declarations forming a part hereof (hereinafter called the "Named Insured"). Insurer: As stated in the cover page forming a part hereof (hereinafter called the "Insurer"). INSURING AGREEMENTS I. COVERAGE The Insurer hereby agrees, subject to the limitations, terms, exclusions and conditions hereinafter mentioned, to indemnify the Insured for afi sums which foe Insured shall be obligated to pay by reason of liability imposed upon foe Insured by law or assumed under contract or agreement by foe Insured for damages on account of-- (1) personal injury, (2) property damage or (3) advertising liabifty anywhere in foe universe, resulting from: Coverage (A): an occurrence (as defined herein), notice of which shall have been given by foe Named Insured to foe Insurer prior to the expiration of this Coverage A in accordance with Section (d) of Article V (Conditions) hereof ("Coverage A"); or Coverage (B): an occurrence (as defined herein), notice of which shall have been given by the Named Insured to foe Insurer during the Discovery Period in accordance with Section (d) ofArticle V (Conditions) hereof ("Coverage B"), but only ifthe Named Insured shall have elected to obtain Coverage B pursuant to Section (u) ofArticle V (Conditions) hereof (or if aformer subsidiary, affiliate or associated company of the Named Insured shall have Coverage B by virtue of Section (w) of Article v (Conditions) hereof); provided, however, that the aggregate limit, the per occurrence limit, foe per occurrence retention, and the terms, condftfonsand exclusions of coverage shall be determined under foe Policy as in effect at foe time notice of foe occurrence for which coverage is asserted is first given pursuant to Section (d) of Article V (Conditions) hereof. II. UMIT OF LIABILITY (a) Subject to all foe provisions hereof, the Insurer shall be liable only for that amount of ultimata net loss for each occurrence covered pursuant to Article I hereof in excess of foe greater of either: (1) foe amount of foe stated per occurrence Smite without regard to their reduction, exhaustion or impairment in whole or in part (hereinafter called the "underlying Unfits"), of foe underlying insurancesand self-insured retentions fisted orwhich should have been listed on foe present and/or any prior Schedule B hereto, as to which the insurer and the Named Insured expressly agree that foe insurance provided by this Policy shall (A) be in excess in respect of such occurrences covered by said underlying insurances, (it being understood that this Policy shaB in no way be subject to, or affected by, foe terms, 1 6IiD055626 0049-G LD-000055626 conditions, or limitations of said underlying insurances), and (B) apply only as If such underlying insurances were fully available and collectable for all occurrences covered thereunder, or (2) the per occurrence retention amount set forth in Item 2(c) of the Declarations, and then only up to a further sum as staled in item 2(a) of the Declarations in respect of each occurrence--subject to the limit as stated in item 2(b) of the Declarations in the aggregate for each annual period for all occurrences covered hereunder of which notice is first given during such annual period (or during the Discovery Period with respect to the immediately preceding annual period or portion thereof)--irrespective of the period over which the losses, injuries, damages or liabilities occur or the number of such losses, injuries, damages or liabilities. (b) The inclusion or addition hereunder of more than one insured shall not operate to increase the Insurer's limits of liability beyond those set forth herein. III. DEFINITIONS This Poiicy is subject to the following definitions: (a) Insured (1) The unqualified word "Insured," wherever used in this Policy, means: (A) the Named Insured, and, if the Named Insured is designated in Item i of the Declarations as a partnership or joint venture, the partnership or joint venture so designated and each partner or member thereof but only with respect to his lability as such; (B) (i) any subsidiary or affiliate of the Named Insured for any annual period whose accounts as of the date of the financial statements of the Named Insured submitted to the insurer most recently prior to the rating of the premium for such annual period (x) are consolidated In the financial statements of the Named insured in accordance with generatiy accepted accounting principles in the United States of America (or, in the case of any foreign Named Insured, any subsidiary or affiSate whose accounts would be consolidated in the financial statements of such Named insured if such accounts would have been consolidated in accordance with generally accepted accounting principles in the United States of America), or (y) were eligible for such consolidation and whose financial statements were submitted to the insurer with such financial statements of the Named Insured; and/or (li) any subsidiary, affiliate or associated company ofthe Named insured listed on Schedule A hereto; (O any present or former officer, director, stockholder or employee of any person or entity named in paragraph (A) or (B) above or (F) below, but only with respect to IfabMty for acting within the scope of his duties as such an officer, director, stockholder or employee, and any organization or proprietor with respect to any fiabttty for providng real estate managementfor any such person or entity named in panqpaph (A) or (B) above or (F) below; (D) any person, organization, trustee or estate to whom any person or entity named in paragraph (A) or (B) above or (F) below is obligated by virtue ofawritten contract or agreement to provide insurance such as is afforded by this-Policy, but only to the extent of such obligation and only in respect of operations (other than commercial insurance operations) by or on behalf of such person or entitynamed in paragraph (A) or (B) above or (F) below or of facilities owned or used by such person or entity named in paragraph (A) or (B) above or (F)betaw; 2 GLD055627 0049-GLD-000055627 (E) with respect to any automobile owned by any person or entity named in paragraph (A) or (6) above or (F) below or hired for use on behalf of any such person or entity, or to any aircraft owned by or hired for use on behalf of any such person or entity, any person or organization legally responsible for the use thereof, provided the actual use ofthe automobile or aircraft is wfth the permission of such person or entity. The insurance extended by this paragraph (E), with respect to any person or organization other than any such person or entity, shall not apply: (i) to any manufacturer of aircraft, aircraft engines, or aviation accessories, or any aviation sales or service or repair organization or airport or hangar operator or their respective employees or agents with respect to any occurrence arising out of such activities of the Insured; (it) with respect to any hired aircraft, to the owner thereof or any employee of such owner; and (iii) with respect to any non-owned aircraft, to any officer, director, stockholder, partner or employee ofany person or entity named in paragraph (A) or (B) above if such aircraft is owned in foil or in part by him or a member of his household; (F) any joint venture, co-venture, joint lease, joint operating agreement or partnership (hereinafter called "Joint Venture") In which any person or entity named in paragraph (A) or (B) above has an interest, but only if and to the extent that (I) such person or entity is obligated to provide insurance for the Joint Venture such as is afforded by this Policy; or (ii) the Joint venture is listed on Schedule A. (2) It is hereby understood and agreed by each Insured and the Insurer that, as regards any liability ofan insured which arises in any manner whatsoever out of operations or the existence of a Joint Venture in which such Insured has an interest, the liability of the Insurer under this Policy shall be limited to the Insured's liability arising out of such Joint Venture and that the total limit of liability insurance afforded such Insured by this Policy shall be available with respect thereto, it is further understood and agreed that the liability of the Insurer under this Policy shall be excess of (i) the sum specified in item 2(c) of the Declarations with respect to the Insured's liability arising out of such Joint Venture or (ii) the limits of the undertying insurance^) (as reduced by any special provisions relating to Joint Ventures, if applicable), whichever is foe greater. (3) It is agreed to automatically include as an Insured without listing on Schedule A hereto or adjustment of premium under this Poficy for any annual period any entity acquired or formed by or merged with an Insured (a "Potential Additional Insured") during such annual period provided that (a) foe feir value of foe sum of ail cash, securities, assumed indebtedness and other consideration expended by all insureds for any such acquisition, formation or merger or series of interrelated acquisitions, formations or mergers does not exceed 5% of the total assets of foe Named Insured and its consolidated subsidiaries and affiliates as most recently reported to foe Insurer for rating purposes prior to such annual period, (b) foe incremental annual gross revenues attributable to such acquisition, formation or merger or series of interrelated acquisitions, formations or mergers do not exceed 5% of foe total annual gross revenues of foe Named Insured and its consolidated subsidiaries and affiliates as most recently reported to foe Insurer for rating purposes prior to such annua! period, and (c) neither foe operations of foe Potential AddUona! Insured prior to such acquisition, formation or merger or series of interrelated acquisitions, formations or mergers nor the resultant combined or consolidated operations of such Insured and foe Potential Additional Insured subsequent to such acquisition, formation or merger or series of interrelated acquisitions, formations or mergers are materially different from those of such Insured prior to such acquisition, formation or merger or series of interrelated acquisitions, formations or mergers. Unless notice to the Insurer shall have been given and additional premium, if any, shall have been paid in respect of any acquisition, formation or merger or series of interrelated 3 GLD055628 0049-GLD-000055628 acquisitions, formations or mergers not meeting the criteria set forth herein, such Potential Additional Insured shad not be an Insured hereunder. With respect to any occurrence giving rise to liability of any Potential Additional Insured that qualifies to be an Insured hereunder, the Inception Date shall be the date of merger with or acquisition or formation of the Potential Additional insured by an Insured or such other date as may be agreed between the Named Insured and the Insurer. If during any annual period an Insured acquires a business, division or other operations by asset acquisition, such asset acquisition shall be considered an acquisition of an entity for purposes of this subsection (3). (b) Personal injury The term "personal injury", wherever used in this PoRcy, means bodily injury (including death at any time resulting therefrom), mental injury, mental anguish, shock, sickness, disease, disability, false arrest, false imprisonment, wrongful eviction, detention, malicious prosecution, discrimination, humiliation, ail libel, slander or defamation of character or invasion of rights of privacy, and any other simitar type Of injury. (c) Property Damage The term "property damage'; wherever used in this Policy, shall maan (1) physical injury to or destruction of tangible property including tile loss of use thereof at any time resulting therefrom, (2) loss of use of tangible property which has not been physically injured or destroyed, or (3) evacuation losses arising from actual or threatened physical injury to or destruction of tangible property or badly injury. (d) Advertising Liability The term "advertising liability," wherever used in this Policy, shall mean liability for damages on account oh (1) libel, slander or defamation; (2) any infringement of copyright or of tide or of slogan; (3) piracy or misappropriation of ideas under an implied contract; (4) any invasion of right of privacy; committed or alleged to have been committed in any advertisement, publicity article, broadcast or telecast and arising out of the Insured's advertising activities. (e) Occurrence The term "occurrence," wherever used in this PoRcy, shall mean: (i) an event or a continuous, intermittent or repeated exposure to conditions which causes, allegedly causae or ip deemed to cause personal injuiy or property damage or givee ripe to advertising liabiMy, which event or conditions commence at or subsequent to. the Inception Oate and prior to the expiration of Coverage A, or (0) use ofthe Insured's products which causes, allegedly causes or is deemed to cause personal injury or property damage taking piece prior to the expiration of Coverage Aand, except as specifically agreed bythe Insuredand the Insurer, at or subsequent to the inception Date, and which personal Injury, property damage or advertising liability is neither expected nor intended by the Insured. Where certain actual or afiOged personal injury. propsrty damage or advertising flabiftty is expected or intended by the insured or'the Insuired'has historically experiencedaievelorratocfactualorallegedpefsaiaJlnjufy.propertydamagaoradvertising liability associated with given products or operationsand actual or alleged personal injury, property damage or advertising liability fundamentally different in nature or vastly greater in order of magnitude occurs, such actual or alleged personal Injury, property damage or4 4 GLD055629 0049-GLD-000055629 advertising liability shall not by virtue of such expectation, intent or historical experience be deemed expected or intended to the extent and only to the extent it is different or incrementally greater. (I) Occurrence integration For the purposes of this Policy, where a series of and/or several actual or alleged losses, injuries, damages or liabilities occur which are attributable directly, indirectly or allegedly to the same actual or alleged event, condition, cause, defect or hazard or failure to warn of such, afl such actual or alleged losses, injuries, damages or liabilities shati be added together and the total amount of such losses, injuries, damages or liabilities shall be treated as one occurrence irrespective of the period or area over which the actual or alleged losses, injuries, damages or liabilities occur or the number of such actual or alleged losses, injuries, damages or liabfiities. So far as losses, injuries, damages or liabilities resulting or alleged to result from the design, formulation, manufacture, distribution, use, operation, maintenance or repair of an Insured's product or the failure to warn as to the use, operation or maintenance of an Insured's product, the term "the same actual or aleged event, condition, cause, defect or hazard or failure to warn of such" shall mean any such design, formulation, manufacture, distribution, use, operation, maintenance, repair or failure to warn, as the case may be, as to which such losses, injuries or damages are directly, indirectly or allegedly attributable. (g) Damages The term "damages'', wherever used in this Policy, shall mean ad forms of compensatory damages, monetary damages, statutory damages and punitive or exemplary damages and costs of compliance with equitable relief (other titan governmental or criminal fines or penalties), and legal expense or other costa which the Insured shall be obligated to pay by reason of judgment (or, where applicable, settlement) for liabilities on account of personal injury, property damage and advertising liability including, but hot limited to, hospital, medical and funeral charges and aril sums paid as salaries, wages, compensation, fee charges and law costs, premiums on attachment or appeal bonds, interest, expenses for doctors, lawyers, nurses and Investigations and other persons, and for litigation (including, but not limited to, attorneys' fees and disbursements), settlement, adjustment, and Investigation of claims and suits which are paid as a consequence of an occurrence covered hereunder, excluding only the salaries, wages and benefits of the Insured's employees. (h) Ultimate Net Loss The term "ultimate net loss", wherever used in this Policy, shall mean the total sum which the Insured (or an underlying insurer) shall become obligated to pay in respect of any one occurrence for damages on account of personal injury, property damage or advertising tiabWty, either through adjudication or (subject to Section jg) ofArticle V (Conditions) hereof) compromise. (0 Automobile The term "automobie," wherever used in this Policy, shall mean a land motor vehicle, trailer or semitrailer. (1) Watercraft The term "watercraft*1, wherever used inthis Policy, shiaH mean any ship or vessel ofwhatever type. Including, but not limited to, cargo vessels, passenger vessels, other vessels used for transport, towboats or barges, vessels used in trie construction of pipelines; platforms or other facilities, storage vessels, tanker vessels, drill ships, drilling rigs and barges (including, without limitation, submersible drill rigs and barges, semi-submersible drill rigs and barges and selfelevating drill rigs and barges) and a> other vessels of whatever nature and description, all 5 GLD055630 0049-GLD-000055630 whether or not seif-propelled but shaU not Include an offshore ol or gas platform secured in place tor drilling and/or producing operations. (k) Aircraft The term "aircraft," wherever used in this Policy, shall mean any heavier than air or lighter than air aircraft, missile or spacecraft. (l) Annual Period The term "annual period", wherever used in this Policy, shall mean (i) with respect to the first annual period, the period commencing at the Inception Date and expiring on the First Annual Period Expiration Date set forth in Item 3 of the Declarations, (ii) the one (1) year period commencing at the First Annual Period Expiration Date or each anniversary thereof, or (ill) with respect to Coverage 6, the one (1) year period commencing atthe expiration of Coverage A or each anniversary date and time of such expiration. (m) Discovery Period The term "Discovery Period," wherever used In this Policy, shall mean the period, if applicable, commencing upon the expiration of Coverage A of this Policy and ending on the date provided in Section (u) or (w) of Article V (Conditions) hereof. (n) Product Liability The term "product liability," wherever used in this Policy, shati mean liabilityfor personal injury or property damage arising out of the end-use of goods or products manufactured, sold, tested, handled or distributed by the Insured or others trading under its name if such use occurs after possession of such goods or products has been relinquished to others by the Insured or by others trading under its name and if such use occurs away from premises owned, rented or controlled by the Insured; provided such goods or products shall be deemed to include any container thereof other than a vehicle, watercraft or aircraft (o) Insured's Products The term "Insured's products", wherever used in this Policy, shall mean goods or products manufactured, sold, tested, handled or distributed by tee Insured or others trading under Ns name or materials that were thesubject of completed or abandoned operations of the Insured. IV. EXCLUSIONS This Policy shall not apply to, and tee insurer shall have no liability hereunder to the insured in respect of the following: (a) any Habfflty or alleged Uablity for personal Injury, property damage or advertising liability resulting from an occurrence where some or all of the personal injury, property damage or advertising liability resulting from such occurrence is, or but for the issuance of this Policy would be, covered by insurance issued to the Insured other than insurance listed or which should have been listed on the present and/or any prior Schedule 8 hereto; (b) any obligation for which the Insured or any company as its insurer may be held liable under any unemployment compensation or disability benefits law or the Longshoremen's and Harbor Workers' Compensation Act; provided, however, that thif exclusion does not apply to Uablity of others assumed by tee Insured under contract or agreement or to liability arising under the Federal Employers'Liability Acts, or the Jones Act (c) BabiSty or alleged liability for property damage arising or alleged toarise out of any act error or omission in the rendering of professional services, other than architectural and engineering services (which are nonetheless subject to the other exclusions herein, including, without 6 6LD055631 0049-GLD-000055631 (imitation, exclusion (e) below), including, but not limited to, the rendering oflegal, accounting, data processing, consulting, or investment advisory services. (d) property damage to: (1) property owned or occupied by or rented to the Insured; (2) property loaned to the Insured; . (3) personal property in the care, custody or control of the Insured; or (4) that particular part of real properly or fixtures on which the Insured or any contractors or subcontractors working directly or indirectly on behalf of the Insured are performing operations, if such property damage arises out of such operations; provided, however, that subsections (2), (3) and (4) ofthis exclusion (d) do not apply to liability assumed under a sidetrack agreement. (e) liabilities or alleged liabilities of the Insured: (1) resuiting from or alleged to result from the failure of the insured's products or work completed by or on behalf of the Insured to meet any warranty or representation by the Insured as to the level of performance, quality, fitness or durability or perform the function or serve the purpose intended by the Insured to the extent that such liability or alleged liability from such failure relates to the diminished value or economic utility of the Insured's products or work completed by or on behalf ofthe Insured; (2) on account of property damage to any portion or section of the Insured's products or of work performed by or on behalf of the Insured, if such property damage arises out or is alleged to arise out of that portion of such products or that section of work, or out of materials, parts or equipment furnished in connection therewith; (3) for the withdrawal, inspection, repair, replacement, or, in connection with any of the foregoing, loss of use ofthe Insured's products or work completed by or for the Insured or of any property of which such products or work form a part (f) with respect to advertising activities, liabilities or alleged liabilities of the Insured for: (T) breach of contract, but tins shall not relate to claims for unauthorized appropriation of ideas based upon alleged breach of an implied contract; (2) infringement of registered trademarks, service mark or trade name by use thereof as the registered trademark, service mark or trade name of goods or services sold, offered for sale or advertised, but this shaft not relate to tides or slogans; (3) mistake In advertised price; or (4) thefailure of goods, products or services to conform to advertised quality or performance. (g) except In respect of personal injury or property damage taking place in and caused by events or conditions occurring in the land area of the United Slates of America, its territories or possessions or Canada, any personal injuy, property, damage or advertising liability directly or indirectly occasioned by, happening through or in consequences of war, invasion, hostile action offoreign enemies, hostilities (whether war be declared or not), dvB war, rebelfton, revolution, insurrection, military or usurped power or confiscation or nationalization or requisition or destruction of or damage to property by or under the order of any government or pubftc or local authority, (ti) personal injury, property damage or advertising liability arising out of, or alleged to arise out of, the manufacture and/or distribution and/or sale and/or installation and/or utilization and/or 7 GLD055632 0049-GLD-000055632 ingestion or inhalation of, or exposure to, as the case may be. products manufactured, ' distributed, sold or installed by the insured containing or consisting of asbestos fibers, tobacco or tobacco products, 2,4,5 trichlorophenoxyacetlc add ("2,4,5-T"), asbestiform talc, diethylstilbestrol ("DES") or any intra-uterine device PUD"); provided, however, that this exclusion shall not apply to personal injury or property damage caused by an occurrence where such personal injury or property damage is not reiated to the asbestos, tobacco or other consumed portion of a tobacco product, 2,4,5-T, asbestiform talc, DES or (UD content or nature of the product or completed operations. The listing of products herein shall not give rise to an inference that personal injury, property damage or advertising lability attributable to other products was neither expected nor intended by the Insured. (i) any liability or alleged liabilityfor damages arising out of, or alleged to arise out of, the design, manufacture, construction, maintenance, service, use or operation of any aircraft, or any component part or equipment thereof, or any other airplane navigational or aviation related equipment; provided, however, that this exclusion shall not apply to any liability or alleged liability in respect of: (1) aircraft operated or used by the Insured for purposes other than commercial airline operations; (2) the processing, distribution, sale, storage, transportation or handling of aircraft fuel, or aircraft refueling and reiated operations; (3) any part equipment or item of goods incorporated into an aircraft if such part equipment or item of goods Is of a type and grade sold by the Insured principally for purposes other than use in aircraft or aviation; (4) any part equipment or item of goods intended by the Insured to be a component part of an aircraft where such part equipment or item of goods has not yet been incorporated into an aircraft; or (5) aircraft for which the Insured provides financing (including lease financing), provided neither the Insured nor any affiliate, agent or representative of the insured maintains, services, operates or uses the aircraft or is obligated by virtue of a written contract or agreement to maintain or service the aircraft (j) any liability or alleged lability for personal Injury, property damage or advertising liability in any manner arising out of or alleged.to arise out of the design, construction, maintenance, sale, manning, ownership or operation of any watercraft including, by way of Blustration but not by limitation, liability arising out of or alleged to arise out ofany collision, explosion, fire, sinking or debris involving watercraft, liabilities arising out of or alleged to arise out of the discharge, dispersal, release or escape of cargo, ballast fuel, pollutants or any other matter from any watercraft, or any liabIRty of the Insured arising under or alleged to arise under the terms of the International Convention on Civil Liability forOil Pollution Damage, including any amendments or supplemental agreements thereto or extensions thereof, and any future conventions (as amended, supplemented or extended) of a simBar nature or purpose which are applicable to watercraft; provided, however, that this exclusion shall not apply: (1) to watercraft or risks listed on Schedule C hereto, (2) during any annual period to the greater oft (I) the first two watercraft not listed on Schedule C acquired in the ordinary course of business during such annual period of a similar type, size and use as vessels listed on Schedule C. or <il) the first such acquired watercraft of any similar type, size and use whose aggregate gross registered tonnage shall not exceed 5% of the aggregate gross registered tonnage of vessels of such type, size and use listed on Schedule C; (3) to watercraft less than 75 feet In length, or 8 GLD055633 0049-GLD-000055633 (4) to loading or unloading of any watercraft at premises owned, leased or controlled by the Insured. (k) (1) (A) except as provided in subsection (2) below, any liability or alleged liabBity of the insured for personal injury, property damage or advertising liability arising out of or alleged to arise out of the discharge, dispersal, release, or escape of pollutants into or upon land or other real estate, the atmosphere, any watercourse or body of water whether above or below ground or otherwise into the environment; or (B) any liability or alleged liability, loss, cost or expense of the Insured arising out of any direction or request, whether governmental or other, that the Insured test for, monitor, clean up, remove, contain, treat, detoxify or neutralize pollutants. (C) It is understood and agreed that this exclusion shall apply whether or not the discharge, dispersal, release or escape: (0 results from the Insured's activities or the activities of any other person or entity; (ii) is sudden, gradual, accidental, foreseeable, expected or fortuitous (except as provided In subsection (2) below). (2) (A) The exclusion set forth in subsection (1) above does not apply to any liability of the Insured (i) for product liability; or (ii) for personal injury or property damage caused by an occurrence constituting discharge, dispersal, release or escape of pollutants but only if the Insured becomes aware of the commencement of the discharge, dispersal, release or escape within seven (7) days of such commencement and complies with die special notice provisions of paragraph (B) of this subsection (2). (B) Notwithstanding anything in this PoRcy to the contrary, the Insurer shall not be liable to the Insured by virtue of paragraph (2)(A)(fi) of tills Section (k) unless the Named Insured provides the insurer with notice in writing of the commencement of such discharge, dispersal, release or escape within forty (40) days of such commencement. The Insured shall otherwise comply with aR the conditions set forth in this Policy. As used in this Policy, the term "pollutant" shall mean any soid, Bquid, gaseous or thermal irritant, contaminant or toxic or hazardous substance or any substance which may, does, or is alleged to affect adversely the environment, property, persons or animals, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes, without limitation, materials to be recycled, recontftioned or reclaimed. (0 liabilty or alleged liability for; (1) personal injury, property damage or advertising liability in the United States, its territories or possessions, Puerto Rico orthe Canal Zone (A) with respect to which an Insured under the Policy Is also an insured under a nuclear energy liabitty policy issued by Nuclear Energy UabiSty insurance Association, Mutual Atomic Energy liability Underwriters or Nuclear insurance Association of Canada, or would bean insured under any such policy but for Its termination upon exhaustion of its limit, of liability or (B) resulting from the hazardous properties of nudeer material and with respect to which (I) any person or organization is required to maintain financial protection pursuant to the Atomic Energy Act of 1954 or any law amendatory thereof, or (ii) the Insured is, or had this Policy not been issued, would be entitled to indemnityfrom United States ofAmerica or any agency thereof under any agreement mitered into by the United States ofAmerica or any agency thereof with any parson or organization; " (2) medical or surgical relief or expenses incurred with respect to bodily injury, sickness, disease or death resulting from the hazardous properties of nucfear material and arising 9 GLD055634 0049-GLD-000055634 out ofthe operation of a nuclearfacility by any person or organization in the United States, its territories or possessions, Puerto Rico or the Canal 2one; (3) injury, sickness, disease, death or destruction resulting from hazardous properties of nuclear material, if (A) the nuclear material (I) is at a nuclear fadlty owned by or operated by or on behatf of an Insured in the United States, its territories or possessions, Puerto Rico or the Canal Zone or (ii) has been discharged or cfispeised therefrom, (B) such nuclear material is contained In spentfuel or wasteatany time possessed, handled, used, processed, stored, transported or disposed by or on behalf of an insured In the United States, its territories or possessions, Puerto Rico or the Canal Zone or (C) the injury 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 a nuclear facility, but if such facility is located within the United States of America, its territories or possessions or Canada, this clause (3)<C) applies only to injury to or destruction of property at such nuclear faculty. (4) As used in this Policy: (A) ''hazardous properties" include radioactive, toxic or explosive properties; "nuclear material" means source material, special nuclear material or by-product material; "source materiai," "special nuclear material" and "by-product material" have the meanings given them by theAtomic Energy Act of 1954 or in law amendatorythereof; "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 (0 containing by-product materials and (ii) resulting from the operation by a person or organization of nuclear facility included within the definition of nuclear facility under clauses (B)(i) or (B)(1) (below): (B) "nuclear fadfity" means (i) any nuclear reactor; (il) any equipment or device designed or used for (x) separating isotopes of uranium or plutonium, (y) processing or utilizing spent fuel, or (z) handling, processing or packaging waste. (ill) any equipment or device used for the processing, fabricating or alloying of special nuclear material if at any time the total amount of such material in the custody of the Insured at such premises where such equipment or device is located consists of or contains more than 25 grams of plutonium or uranium 233 or combination thereof or more than 250 grams of uranium 239; (hr) any structure, basin, excavation, premises or place prepared for the storage or disposal of waste. (C) "Nuclear facility" Includes the site on which any of the foregoing is located, all operations conducted on such she and aH premises used for such operations. (0) "Nuclear reactor" means any apparatus designed or used to sustain nuclear fission In a self-supporting chain reaction orto contain critical mass of fissionable material. (E) With respect to destruction of property, the word "injury" or "destruction" includes aH forms of radioactive contamination of property or loss of use thereof. (m) liability or alleged liability of whatsoever nature directly or indirectly caused by or contributed to by or arising from ionizing radiations or contamination by radioactivity outside the United States, its territories or possessions, Puerto Rk or the Canal Zone from any nuclear fuel or from any nuclear waste from the combustion, fission or fusion of nuclear fuel 10 GLD055635 0049-GLD-000055635 (n) (1) any liability or alleged liabflXy arising out of or alleged to arise out of any negligent act, error or omission of the Insured, or any other person for whose acts the insured is legally liable, in the administration of the Insured's Employee Benefits Programs, as defined in subsection (2) below, including, without limitation, liability or alleged Nabfiity under the Employee Retirement Income Security Act of 1974, as amended, or any similar statutory law or common law. (2) As used in this Section (n), the term "Employee Benefits Programs" means group fife Insurance, group accident or health insurance, profit sharing plans, pension plans, employee stock subscription plans, workers' compensation, unemployment insurance, social benefits, disability benefits, and any other s'mSar employee benefits. (3) As used in this Section (n), the unquafified word "administration" means any of the following acts if such acts are authorized by the Insured: (A) giving counsel to employees with respect to the Employee Benefits Programs; (B) interpreting the Employee Benefits Programs; (C) handling of records in connection with the Employee Benefits Programs; and/or (D) enrolling, terminating or cancelling employees under the Employee Benefits Programs. (o) any personal injury, property damage or advertising liability asserted in any claim, action, investigation or proceeding, including, without limitation, any private lawsuit {legal, equitable or otherwise) or proceeding, any derivative or class action commenced by shareholders ofan Insured or any action, investigation or proceeding brought by any governmental department, agency or other body, arising or alleged to arise under any law, rule or regulation, whether established pursuant to legislative, administrative, judicial, executive or other authority, of any nation or federal, state, local or other governmental or political body or subdivision thereof relating to: (1) the purchase, safe or distribution of securities or offers to purchase or sell securities, or investment counseling or management, inducting, wfehout limitation, liability under the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Public Utility Holding Company Ad of 1935, the Investment Company Act of 1940, the investment Advisors Act of 1940, and the so-called "blue-sky" laws of the various states or other jurisdictions; (2) antitrust or the prohibition of monopolies, activates in restraint of trade, unfair methods of competition or deceptive acts and practices in trade and commerce including, without limitation, the Sherman Act, the Clayton Act, the Robinson-Patman Act, the Federal Trade Commission Act and the Hart-Scott Rocfino Antitrust Improvements Act; (3) fraud or breach of fiduciary duty; (4) criminal penalties; (5) the failure to pay when due any governmental tax (inducting, without limitation, income, excise, property, value added and sales tax) or tariff; license fee or other governmental foe which is inddental to the conduct of business or any assessment, fine or penalty rotated thereto; (6) copyright, patent or trademark infringement (other than advertising liability with respect to titles or slogans); (7) any defect in or impairment to title k) real property, including fixtures, whether or not owned by an Insured; (8) disclosure or other regulation of sales of, and offers to sell, real property; or 11 GLD055636 0049-GLD-000055636 (9) dishonesty of an employee, officer or director of an Insured or any claim against an employee, officer or director of an Insured by such Insured. No inference shall be made from the express exclusion of liabilities in this Section (o) that this Policy would otherwise cover such liabilities or covers similar liabilities. V. CONDITIONS This Policy is subject to the following conditions: (a) Premium Unless otherwise provided, the premium for each annual period under this Policy is a fiat premium and is not subject to adjustment swept as otherwise provided herein. The premium shall be paid to the Insurer. (b) Inspection The Insurer Shan be permitted but not obligated to inspect the Insured's property and operations atany time. Neither the Insurer's right to make Inspections nor the making thereof nor a report thereon shall constitute an undertaking on behalf of or tor the benefit of me Insured or others to determine or warrant that such property or operations are safe or are in compliance with any law, rule or regulation. (c) Cross Liability In the event of claims being made by reason of personal Injury suffered by an employee of one Insured hereunder for which another Insured hereunder is or may be liable, then this Policy shal cover such insured against whom a claim is made or may be made in the same manner as if separate policies had been issued to each Insured hereunder. In the event of claims being made by reason of damage to property belonging to any Insured hereunderlor which another insured hereunder is or may be (table, this Policy shall cover such Insured agakist whom a claim is made or may be made in the same manner as If separate policies had been Issued to each Insured hereunder. Nothing contained herein shall operate to Increase the Insurer's limit of liabiify as set forth in Item 2 of the Declarations. (d) Notice (1) Except as otherwise provided in the special notice provision of Section (k)(2)(8) of Article IV (Exclusions), if the manager or equivalent level employee of the risk management, insurance or law department or any executive officer ofany Insured shall become aware of an occurrence likely to involve this Policy, the Named insured shall as soon as practicable, as a condition precedent to the rights of any Insured under this Policy, give written notice containing particular's sufficient to identify the Insured and the occurrence and also such reasonably detailed information as the Insurer may request regarding foe occurrence to foe Insurer. Failure to provide such written notice as required herein shall result in a forfeiture ofany rights to coverage hereunder. (2) If any daim Is made against any Insured Ifceiy to involve this Policy, the Named Insured shall, as a condition precedent to foe rights of any insured under the.Poiicy, give written notice thereof to the Insurer as soon as practicable and shall promptly forward to foe Insurer copies of any written claim, demand, notice, summons, complaint or other process received by foe Insured or its representatives or agents. Failure to provide such written notice as required herein shall result in a forfeiture of any rights to coverage hereunder. 12 GLD055637 0049-GLD-000055637 (3) All notices under any provision of this Policy shall be in writing and given by prepaid express courier, telex or telecopier property addressed to the appropriate party. Notice to any insured may be given to the Named Insured at the address as shown in Item 1 of the Declarations or to such other person as itshall designate in Item $ ofthe Declarations. Notice to the insurer shall be given to the party indicated in ham 6 of the Declarations. Notice given as above shall be deemed to be received and effective upon actual receipt thereof by the party or one day following the date such notice is sent, whichever is earlier. (e) Assistance and Cooperation The insurer shall not be called upon to assume charge of the settlement or defense of any claim made or suit brought or proceeding instituted against an Insured, but the insurer shall have the right and shall be given the opportunity to associate at its own expense with the Insured or the Insured's underlying insurers or both in the defense and control of any claim, suit or proceeding relative to any occurrence where the claim or suit involves, or appears reasonably likely to involve, the Insurer in which event the Insured and the Insurer shall cooperate In all things in the defense of such claim, suit or proceeding. (f) Appeals In the event the insured or the Insured's underlying insurers elect not to appeal a judgment in excess of the underlying limits, the Insurer may elect to make such appeal at its own cost and expense and shall be liable for taxable costs and disbursements or interest on judgments incidental thereto, but ki no event shall liability of the Insurer for ultimate net loss exceed the amount set forth in item 2 of the Declarations for any one occurrence and in addition the cost and expense of such appeal and interest an judgments incidental thereto. (g) Loss Payable Liability under this Policy with respect to any occurrence shall not attach unless and until the Insured and/orthe insured's underlying insurer^) shall have paid In legal currency the greater of the amount of the underlying limits or the retention amount set forth In Item 2(c) of the Declarations as provided in Section (a) of Article II hereof and, with respect to the Insured's liability on account of personal injury, property damage or advertising liability, unless and until the insured's liability shall have been fixed and rendered certain either by find judgment against the Insured after actual trial or by settlement approved In writing by the Insurer. The Insured shall make a definite demand for payment for any amount of the ultimate net loss for which the Insurer may be liable under this Policy within twelve (12) months after the insured shall have paid such amount. If any subsequent payments shall be made by the Insured on account of the same occurrence or claim, addttional demands for payment should be made sim&riy from time to time. Such losses shad be due and payable by the Insurer within thirty (30) days after they1 are respectively demanded and proven in conformity with this Policy. If judgment is rendered, setfiemenl is denominated or another element of damages is stated in a currency other than the applicable currency under Section (n) below, payment under this Poticy shafi be made in such applicable currency at the rate of exchange prevailing on the date the final judgment is rendered, the amount ofthe settlement is agreed upon or the other element of damages fe due, respectively. (h) Representation The Named insured or such other person as it shall designate in hern 5 of the Declarations shall represent the Named Insured and any and all Insureds hereunder in all matters under this Policy, inducting, without limitation, payment of premium, negotiation of the terms of renewal and/or reinstatement and the adjustment, settlement and payment of claims. 13 0049-GLD-000055638 (i) Other Insurance Subject to Article IV, Section (a) above, if other valid and collectable insurance with any other insurer (whether issued prior hereto, simultaneously herewith or subsequent hereto) is available to the Insured covering a loss covered by this Policy other than insurance which is listed on Schedule B as excess of a portion of the limits of this Policy, the insurance afforded by this Policy shall be in excess ofand shall not contribute with such other insurance. Nothing herein shall be construed to make this Policy subject to the terms, condfflons and limitations of other insurance. If this Policy shall be deemed to contribute to a loss with other insurance and such contribution arises in whole or partfrom the failure of the Named Insured to list such other insurance (whether issued prior hereto, simultaneously herewith or subsequent hereto) on Schedule B hereto in accordance with me instructions on such Schedule B, then the Named Insured shall indemnify the Insurer for the amount of any such contribution and this Policy shall provide coverage as if such other insurance had been so listed. (j) Subrogation Inasmuch as this Policy is "excess coverage", the Insured's right of recovery against any person or other entity 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 (Inctuding the Insured) concerned in the exercise of such rights of recovery. The apportioning of amounts which may be so recovered shall follow the principle that any interests (including the Insured's) that Shan have paid an amount over and above any payment hereunder, Shan first be reimbursed up to the amount paid by them; the Insurer is then to be reimbursed out ofany balance then remaining up to the amount paid hereunder; lastly, the Interests (including the Insured's) of which this coverage is in excess are entitled to claim die residue, if any. Expenses necessary to the recovery of any such amounts shall be apportioned between the interests (including the Insured's) concerned, in the ratio of their respective recoveries as finally settled. (k) Changes Notice to or knowledge possessed by any person shall not effect waiver or change in any part of this Policy or estop the Insurer from asserting any right under me terms of this Policy; nor shall the terms of this Policy be waived or changed, except by endorsement issued to form a part hereof, signed by the Insurer or its authorized representative. (l ) Assignment Assignment of interest under this Policy shall not bind the Insurer unless and until consent is endorsed hereon. (m) Cancellation This Policy may be cancelled on a pro rate basis: (A) at any anniversary date of this Policy by the Named Insured delivering prior written notice to the Insurer, or (B) atany time by the Named Insured by delivering written notice to the Insurer stating whan, not less than thirty (30) days from the date the notice Is delivered, cancellation shall be effective, or (C) except as provided in Section (u) below, at any time by the Insurer by delivering written notice to the Named Insured stating when, not less than ninety (90) days from the date the notice is delivered, cancellation shall be effective. Except as may be specifically agreed by the Insurer, this Policy shall automatically cancel as of any anniversary date if the Insurer does not receive within five (5) business days following such anniversary date payment or proof of payment of the premium for the respective period commencing on such anniversary date. 14 GLO055639 0049-GLD-000055639 (n) Currency The premiums and losses under this Policy are payable in the currency set forth in Item 4 of the Declarations. Unless otherwise specified in such item 4, the currency shall be United States dollars. (o) Arbitration Any dispute, controversy, or claim arising out of or relating to this Policy, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in Bermuda under the provisions of the Bermuda Arbitration Act of 1980, as amended. Either party to the dispute, once a claim or demand on its part has been denied or remains unsatisfied for a period of twenty (20) calendar days by the other party, may notify me other party of its desire to arbitrate the matter in dispute and at the time of such notification the party desiring arbitration shall notify the other party of the name of the Arbitrator nominated by it The other party who has been so notified shall within fourteen calendar days thereafter nominate an other Arbitrator and notify the party desiring arbitration of the name of such second Arbitrator. The two Arbitrators nominated by the parties shaft within fourteen calendar days after the appointment ofthe second Arbitrator choose a third Arbitrator. The Arbitrators shall fix, on giving a reasonable notice in writing to the parties involved, a time and place for the hearing in Bermuda and may prescribe procedural rules governing the course and conduct of the arbitration proceeding, including without limitation discovery by the parties. The Arbitrators shall, within ninety calendar days following the conclusion of the hearing, render their decision on the matter or matters in dispute in writing and shall cause a copy thereof to be served on aK parties thereto. In case the Arbitrators foil to reach a unanimous decision, the decision of the majority of the Arbitrators shall be deemed to be the decision of the Arbitrators. Each party shall bear the expense of its own Arbitrator. The remaining joint costs of the arbitration shati be borne equally by the parties to such arbitration. The decision of the Arbitrators shall be final and binding upon the parties and the parties hereby agree to exclude any right of appeal under Section 29 of the Arbitration Act of 1986 against any award rendered by the Arbitrators and further agree to exclude any application under Section 30(1) of the Arbitration Act of 1986 for a determination of any question of law by the Supreme Court of Bermuda. All awards ofthe Board of Arbitration may be enforced in the same manner as a judgment or order from the Supreme Court of Bermuda and judgment may be entered pursuant to the terms of the award by leave from the Supreme Court of Bermuda. 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 Insured's other insurers in any jurisdiction or forum other than that set forth In this Section (o), the Insured will In good foith 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 anyjudgment 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 insured reduced its judgment against such other insurers in respect of such claims for indemnity or contribution, in an arbitration between the 15 GLD055640 0049-GLD-000055640 Insurer and the Insured pursuant to this Section (o); 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 die action or proceeding with such insurers. (p) Conflicting Statutes in the event that any prowsion of this Poficy is unenforceable by the Insured under the laws of any State or other jurisdiction wherein it is claimed that the insured is liable for any injury covered hereby, because of non-compliance with any statute therein, then this Policy shall be enforceable by the insured with die same effect as if it complied with such statute. (q) Governing Law and Interpretation f This Policy 9hafl be governed by aid construed in accordance with the internal laws of the State of New YorK (with the exception of Section (o) of this Article V, which shall be governed by and construed in accordance with the Bermuda Arbitration Act of 1986), except insofar as such laws may prohibit payment in respect of punitive damages hereunder aid except insofa as such laws pertain to the issuance, delivery, renewal, nonrenewal or cancellation of policies of insurance or the regulation by the Insurance Department of the Slate of New York of insurers doing insurance business within the State of New York; provided, however, that the provisions, stipulations, occlusions and conditions of this Policy are to be construed in an evenhanded fashion as between the Insured and the Insurer; without limitation, where the language of this Policy is deemed to be ambiguous or otherwise unclear, the issue shall be resolved in the manna most consistent with the relevant provisions, stipulations, exclusions and conditions (without regard to authorship of the language, without any presumption or arbitrary interpretation or construction in favor of either the Insured or the Insurer and without reference to parol evidence). (r) Liability of the Insurer The Named insured and the Insured agree that the liability and obligations of the Insurer hereunder shall be satisfied from the funds of the Insurer alone and that the individual shareholders of the Insurer shall hare no liability hereunder to the Named Insured or the Insured. (s) Policy Extension Coverage A of this Policy may be extended at the expiration of each annual period for another annual period, subject only to agreement between the Insurer and the Named insured as to the applicable premium and such other terms and conditions as the Insurer and the Named Insured may mutually deem appropriate. (t) Reinstatement (1) At the time of each annua period extension, the aggregate limit of Sablity set forth in item 2(b) of the Declarations shati, unless otherwise agreed by the Named Insured and the Insurer, automatically be reinstated with respect to covered occurrences of which notice is first given during the following annua period (but there shall be no automatic reinstatement in respect of the Discovery Period which, If applicable, is subject to the remaining limit for the preceding annua period). There shall be no separate premium charged for this automatic reinstatement in adctition to that provided for in Section (s) above. (2) If during the annua period the aggregate limit of liability set forth in Item 2(b) erf the Declarations is or may be impaired by virtue ofan occurrences) ofwhich notice has been previously given during such annua period, the Named Insured may elect to reinstate 16 GLD055641 0049-GLD-000055641 such aggregate limit of iiabflity for the remainder of such annua) period by giving the insurer written notice of such election and paying to the insurer within live (5) days after such notice of election an additional premium equal to the total premium paid by the Named Insured to the Insurer for such annual period ("Reinstatement Premium"). In the event the Named Insured makes such election, the aggregate limit of liability set forth in Hern 2(b) of the Declarations shall be reinstated, as of the date written notice of such election is given and the additional premium is paid by the Named Insured to the Insurer ("Reinstatement Date"), with respect to ail covered occurrences notice of which is given by the Named Insured to the Insurer during the period commencing on die Reinstatement Date and ending as of the expiration of such annual period ("Reinstatement Period"); provided however the aggregate limit of liability shall not be reinstated with respect to any event, exposure to conditions or use of goods or products if die manager or equivalent level employee of the risk management, insurance or law department or any executive officer of any Insured had knowledge or notice on or before the ReinstatementDate that (I) such event or exposure to conditions had commenced, or (ii) personal injury or property damage caused by such use of goods or products had taken place in whole or in part. Notwithstanding the foregoing, all payments under this Policy of ultimate net loss in respect of two or more series of and/or several losses, injuries, damages or liabilities which pursuant to Section (f) of Article ill of this Policy are added together and treated as two or more occurrences notices of which are first given by the Named Insured to the insurer during the annual period shall be subject to a single aggregate limit of liability equal to the amount stated in Item 2(b) of the Declarations. The foregoing sentence creates a subfirret which further limits the insurer's liability and does not increase the insurer's maximum liability under this Policy. If during the Reinstatement Period (0 the Named insured shall not give notice to the Insurer of any occurrence or (ii) such notice is given but the Insurer makes no payment during the Reinstatement Period of any ultimate net loss in respect of any occurrence^ the subject of such notice, trie Insurer shad refund (without inrerest) 75% of the Reinstatement Premium to the Named Insured ("Refunded Premium'*). The Insurer's Bability under this Policy to make any payment after the Reinstatement Period of ultimate net loss in respect of any occurrence^) the subject of such notice shall be reduced by the amount of the Refunded Premium. (u) Optional Extension of Reporting Period in the event of expiration of Coverage A, other than by reason of cancellation for non-payment of premium, the Named Insured may elect, prior to expiration of any of the coverages hereunder, to secure (or In the case of extension, continue) Coverage B for such annual periods (which total period shall be the Discovery Period) and for such Insuredsas the Named Insured Shan designate by giving the Insurer written notice of such election and paying to the Insurer the annual premium(s) as setforth in the attached Schedule D no laterthan the date(s) of commencement of the annual period(s) to which such coverage will apply. Where first notice of an occurrence is given during the Discovery Period, it shat be deemed to have been given in the immediately preceding annual period or portion thereof. (v) Expiration Date Except as otherwise provided in Section (w) of this Article V, Coverage A shall expire upon cancellation thereof or atthe end of an annual period if not extended. Coverage B shall expire upon termination ofthe Discovery Period. 17 GLD055642 0049-GLD-000055642 (w) Former Subsidiaries, Affiliates and Associated Companies if any subsidiary, affiliate or associated company of the Named insured which is an Insured hereunder by virtue of paragraph (1)(B) or subsection (3) of Section (a) of Article ill hereof shall cease to be such a subsidiary, affiliate or associated company of the Named Insured, then at such time Coverage A shall automatically expire as to such former subsidiary, affiliate or associated company (although Coverage A shall continue with respect to the Named Insured and any other entity which remains an insured as respects its own liability, if any, arising out of its prior ownership of or affiliation or association with the former subsidiary, affiliate or associated company), and Coverage B shall (unless the Named Insured otherwise specifies) automatically incept as to such former subsidiary, affiliate or associated company and continue in force until termination of the annual period (which portion of such annual period shall be the Discovery Period) fa which such cessation takes place, without additional payment or refund of any premium. Prior to the end of such annual period, such former subsidiary, affiliate or associated company may, upon receipt by the Insurer of the written consent ofthe Named Insured, electto extend Coverage B (and the Discovery Period) beyond the end of such annual period on such terms and conditions, for such period, subject to such limit and for such additional premium(s) as may be agreed with the Insurer. (x) Headings The descriptions in the headings and subheadings of this Policy are inserted solely for convenience and do not constitute any part of the terms or conditions hereof. 18 6LD055643 0049-GLD-000055643 Form D-B-2 SCHEDULED If the Named insured shall elect to obtain Coverage B pursuant to Article V (CondWons), Section (u) of this poBcy, the annual premium charge for Coverage B shall be computed by multiplying the premium for die last annual period Coverage A was in force by the applicable factor set forth in the following table: Coverage B Annual Premium Charge 1st Year..................................................................... 2nd Year................................................................... 3rd Year ................................................................... 4th and each Additional Year..................................... 12% 11% 10% 9% f GLD055644 0049-GLD-000055644 End.66-1/93 Form 004 a d d it io n a l /r e t u r n PREMIUM $ REVISED POLICE FORK ENDORSEMENT (Replacement Policy Form) n il In consideration of the premium charged, it is agreed and acknowledged that this Policy is changed as of the effective date set forth below ("Effective Date") by cancelling the Policy form (including endorsements) in effect as of the Effective Date ("Old Policy Form") and issuing the reused Policy form (including revised endorsement forms) to which this Endorsement is attached ("New Policy Form"). Coverage under this Policy for all occurrences notice of which shall have been given by the Named Insured to the Insurer prior to the Effective Date shall be governed by the Old Policy Form. Coverage under this Policy for all occurrences notice of which shall < be given by the Named Insured to the Insurer on or after the Effective Date shall be governed by the New Policy Form. Except as may be agreed to by the Insurer in writing or as provided below, the Inception Date of this Policy (for purposes of the definition of "occurrence") shall be 9th January. 19 unless the Old Policy provided coverage from a later date, in which event the Inception Date of this Policy shall be that Later date as provided in the Old Policy. - Notwithstanding the foregoing, if: a. before the Effective Date, the manager or equivalent level employee of the risk management, insurance or law department or any executive officer of any Insured had knowledge or notice that (i) an event or exposure to conditions had commenced, or (ii) personal injury or property Jamage caused by use of the Insured's goods or products had taken place in whole or in part, whether or not such person was aware that such occurrence was likely to involve this Policy, and b. the Old Policy Form would not have covered such occurrence if notice thereof would have been given to the Insurer immediately prior to the Effective Date, the Inception Date with respect to such occurrence shall be the Effective Date and the New Policy Form shall not afford any coverage with respect thereto. Notwithstanding anything herein or in the Old Policy Form or the New Policy Form to the contrary, no occurrence shall be covered under both the. Old Policy Form and the New Policy Form. '` Nothing herein contained shall be held to vary, altar, waive or extend any of the terms, conditions, exclusions or limitations of the Policy referenced below, except as expressly stated herein. The effective date of this endorsement is____ 1st Octobere _1992 AH other terms and conditions remain unchanged. This endorsement is attached to and made a part of Policy No. of A.C.E. INSURANCE COMPANY (BERMUDA) LTD. KDB-5096/4 issued to:_ BH ANGLO-AMERICAN LTD. Date of !* 14th Apr*1* *993 End No. 1 By- AUTHORISED REPRESENTATIVE GLD055645 0049-GLD-000055645 End.6(b)-1/92 Form 004 ADOHIONAL/RETURN PREMIUM $ NIL PROBATION OF RELATED LOSSES FOR RELATED INSUREDS In consideration of the premium charged, It Is agreed and acknowledged that, notwithstanding any other provision of this policy to the contrary, in the event both an Insured under this policy and one or more insureds under the policies listed below ("Related Policies") incur damages due to (i) one occurrence (including matters treated as one occurrence pursuant to the last paragraph of Section (f) of Article III (Definitions) of this policy), or (ii) multiple occurrences arising out of substantially similar events or conditions which give rise to substantially similar types of loss, injury, damage or liability, the maximum amount payable by the Insurer and its affiliates to the Insured and to *such other insureds, in the aggregate, under both this policy and the Related Policies, relating to such damages shall be the limit of liability amount stated in Item 2(a) of the Declarations of Policy No. KDg-S096/4 subject to the annual period limit of liability as stated in Item 2(b) of the Declarations of this policy in the aggregate for all covered occurrences of which notice is first given under this policy during such annual period. In any such event, the Insurer shall be liable under this policy, subject to the applicable limit of liability, only for that amount of such damages in excess of the greater of the amount described in either Subsection (a) (1) or (2) of Article II (Limit of Liability) of this policy. INSURED INSURER POLICY SO. PEABODY HOLDING COMPANY INC. ACE INSURANCE COMPANY LTD. PBD-447 This Endorsement creates a sublimit which further limits the Insurer's liability and does not increase the Insurer's maximum liability under this policy. The actual amount allocated to the Insured and to each other insured pursuant to this endorsement shall be determined in proportion to the amount which otherwise would be payable by the Insurer or its affiliate to the Insured and to each other insured in the absence of this endorsement. Nothing herein contained shall, be held to vary, alter, waive or extend any of the terms, conditions, exclusions or limitations of the Policy referenced below, except as expressly stated herein. The effective date of this endorsement is let October, 1992 AU other terms and conditions remain unchanged. This endorsement is attached to and made a part of Policy No., KDE-5096/4 of A.C.E. INSURANCE COMPANY (BERMUDA) LTD. Issued to:. HM ANGLO-AMERICAN LTD. Date of aPril* 1993 End No. 2 By. AUTHORISED REPRESENTATIVE 6LD055646 0049-GLD-000055646 End.38-9/92 Form 004 ADDITIONAL/RETURN PREMIUM $ NIL SUBSIDIARY RETROACTIVE COVERAGE ENDORSEMENT In consideration of the payment of the above-referenced premium, it is agreed and understood as follows: 1. The following named entity or entities shall he additional Insured(s) under this Policy ("Additional Insureds"): Entity PEABODY HOLDING COMPANY INC. 2. With respect to any Additional Insured and any subsidiary or affiliate thereof who becomes an Insured by reason of this Endorsement, the term "Inception Date", as used in Section (e) of Article III (Definitions), shall mean Sth March.1986: provided that with respect to any such subsidiary or affiliate acquired or formed by or merged with the Additional Insured or with a subsidiary or affiliate of the Additional Insured after such date, the "Inception Date" shall be the date of such acquisition, formation or merger. 3. Any payment by A.C.E. Insurance Company (Bermuda), Ltd. or A.C.E. Insurance Company, Ltd. under another excess liability policy issued to a predecessor or prior parent, affiliated or associated company of said Additional Insured ("Other Policy") of ultimate net loss in respect to an occurrence also covered pursuant to this Policy by reason of the extension of coverage granted by paragraph 2 of this Endorsement shall reduce by the amount: of such payment the available limits of liability under this Policy in respect to such occurrence. 4. Section (a) of Article II (Limit of Liability) is amended by adding the following subsection (3) immediately following subsection (2) thereof: or (3) with respect to ultimate net loss for each occurrence covered pursuant to this Policy by reason of the extension of coverage granted by paragraph 2 of the "Subsidiary Retroactive Coverage Endorsement" to this Policy, the underlying limits of the underlying insurances listed on the present and/or prior Schedule B to the Other Policy, as to which the Insurer and the cont'd... The effective date of this endorsement is___________________ ~ Ail other terms and conditions remain unchanged. This endorsement is attached to and made a part of Policy No. Of A.C.E. INSURANCE COMPANY (BERMUDA) LTD. Issued to:________ II________________________________________ Date of Issue:____ II______________________________________ _ End No. 3 cont/d GLD055647 0049-GLD-000055647 2nd.38-9/92 Form 004 Page 2 AOOmONAL/RETURN PREMIUM $ Named Insured expressly agree that the Insurance provided by this Policy shall (A) be In excess In respect of such occurrences covered by said underlying insurances, (It being understood that this Policy shall in no way be subject to, or affected by, the terms, conditions, or limitations of said underlying insurances), and <B) apply only as if such underlying insurances were fully available and collectable for all occurrences covered thereunder. 5. This Policy shall not apply to and the Insurer shall have no liability under this Policy in respect of any liability or alleged liability of the Additional Insured for damages on account of personal injury, property damage or advertising liability resulting from an occurrence (including a series of and/or several losses, injuries, damages or liabilities attributable directly or indirectly to the same event, condition, cause, defect or hazard or alleged defect or hazard or failure or alleged failure to warn of such) notice of which occurrence shall have been given by or on behalf of the Additional Insured to A.C.EU- Insurance Company (Bermuda), Ltd. or A.C.E. Insurance Company, Ltd. prior to the effective date of this Endorsement. Nothing herein contained shall be held to vary, alter, waive or extend any of the terms, conditions, exclusions or limitations of the Policy referenced below, except as expressly stated herein. The effective date of this endorsement = lst October, 1992 All other terms and conditions remain unchanged. This endorsement is attached to and made a part of Policy No., of A.C.E. INSURANCE COMPANY (BERMUDA) LTD. KDE-5096/4 Issued to:. HM ANGLO-AMERICAN LTD. Date of iggiio- 14th April, 1993 End No. By. AUTHORISED REPRESENTATIVE GLD055648 0049-GLD-000055648 End.12-8/88 Form 004 ADOITIONAL/RETURN PREMIUM: ADDITIONAL INSURED ENDORSEMENT AHD EXCLUSION FOR DESIGNATED EXPOSURES 1. In consideration of payment of the additional premium referenced above, it is agreed and acknowledged that the following named entity or entities shall be additional Insured(s) under this Policy in accordance with Section (a) (3) of Article III (Definitions) of this Policy: en t it y ef f ec t iv e d at e BEAZER INC. 31st January, 1992 2. Underwriters accept Beazer Inc. as an additional insured upon the express condition that this policy will afford no coverage to Beazer or HM Anglo-American or any subsidiary or affiliated company for any liabilities they may have (whether direct, indirect, contractual, or as a successor in interest to any firm) arising out of or in any way related to the following: a) KMM single ply roofing product; b) Coal Tar used with PPR roofs; c) Any fire retardant plywood, including Dricon and Non Com; d) RX and Extra Phenolic Foam Insulation. Underwriters expressly intend by this exclusion to preclude any coverage arising and or in any way related to 2(a) - (d) above and shall have no responsibility to pay any expenses (including defense costs) incurred in the defense of those actions. 2. Nothing herein contained shall be held to vary, alter, waive or extend any of the terms, conditions, exclusions or limitations of the Policy referenced below, except as expressly stated. The effective date of this endorsement is. 1st October, 1992 All other terms and conditions remain unchanged. KDB-5096/4 This endorsement is attached to and made ypart of Policy No. Of A.C.E. INSURANCE COMPANY (BERMUDA) LTD. Issued to: HM AMGLO-AHBRIC&H LTD. Oate of Issue: 14th April, 1993 End No. 4 AUTHORISED REPRESENTATIVE 6LD055649 0049-GLD-000055649 End.64-11/91 Form 004 a d d it io n a l /r e t u r n p r e miu m S' $ NIL PER OCCURRENCE RETENTION SCHEDULE (Item 2(c) of the Declarations) The per occurrence retention amount in applicable to damages In respect of each follows: Peril Item 2(c) of the Declarations peril listed belov shall be as Per occurrence retention amount All Perils except those listed below.............................................................................................................$100,000,000 Aircraft/Aircraft Products............................................................................$800,000,000 If damages arise out of operations or the existence of a Joint Venture, as defined in this Policy, the per occurrence retention amount in Item 2(c) of the Declarations with respect to such damages shall equal the product of the per occurrence retention amount of the applicable peril listed above and the percentage interest of the Insured in the liability of the Joint Venture for such damages. Notwithstanding anything herein to the contrary, the per occurrence retention amount shall under no circumstances be less than US$100 million. If damages In respect of any one occurrence are attributable to two or more of the above-referenced perils, the portion(s) of such damages attributable to any two or more of such perils may be combined at the option of the Named Insured and the excess of such combined amount over the amount of the largest per occurrence retention amount applicable to any of such combined perils shall be considered for purposes of Article II of this Policy as excess of the per occurrence retention amount set forth in Item 2(c) of the Declarations. The per occurrence retention amount listed above applicable to any peril not so combined shall apply to the portion of damages attributable to such peril. Nothing herein contained shall be held to vary, alter, waive or extend any of the terms, conditions, exclusions or limitations of the Policy referenced below, except as expressly stated herein. The effective date of this endorsement is. 1st October. 1992 All other terms and conditions remain unchanged. cntm/A This endorsement is attached to and made a part of Policy No---------iKPE~5.0.96.^ ... of A.C.E. INSURANCE COMPANY (BERMUDA) LTD. Issued to:_ HM ANGLO-AMERICAN LTD. Date of Issue:____14th April, 1993 End No. By AUTHORISED REPRESENTATIVE GLD055650 0049-GLD-000055650 End.66-1/93 Form 003 ADDITIONAL/RETURN PREMIUM $ REVISED POLICY FOSX ENDORSEMENT (Prior Policy Fora) NIL In consideration of the premium charged, it is agreed and acknowledged that this Policy is changed as of the effective date set forth below ("Effective Date*) by cancelling the Policy form (including endorsements) to which this Endorsement is attached ("Old Policy Form") and issuing the revised Policy form 004.-11/91 (including revised endorsement forms) ("New Policy Form"). Coverage under this Policy for all occurrences notice of which shall have been given by the Named Insured to the Company prior to the Effective Date shall be governed by the Old Policy Form. Coverage under this Policy for all occurrences notice of which shall be given by the Named Insured to the Company on or after the Effective Date shall be governed by the New Policy Form. Except as may be agreed to by the Company in writing or as provided below, the Inception Date of this Policy (for purposes of the definition of "occurrence") shall be 9th January. 19 86. No action of the Company in issuing this endorsement and/or the New Policy Form (004-11/91) shall in any way alter or amend the inception date for coverage afforded under the Old Policy Form. Notwithstanding the foregoing, if:- a. before the Effective Date, the manager or equivalent level employee of the risk management, insurance or law department or any executive officer of any Insured had knowledge or notice that (i) an event or exposure to conditions had commenced, or (ii) personal injury or property damage caused by use of the Insured's goods or products had taken place in whole or in part, whether or not such person was aware that such occurrence was likely to involve this Policy, and b. the Old Policy Form would not have covered such occurrence if notice thereof would have been given to the Company inanediately prior to the Effective Date, the Inception Date with respect to such occurrence shall be the Effective Date and the New Policy Form shall not afford any coverage with respect thereto. Notwithstanding anything herein or in the Old Policy Form or the New Policy Form to the contrary, no occurrence shall be covered under both the Old Policy Form and the New Policy Form. Nothing herein contained shall be held to vary, alter, waive or extend any of the terms, conditions, exclusions or limitations of the Policy referenced below, except as expressly stated herein. The effective date of this endorsement is____ PSSlSiS^i , --------------------------------------------------------- All other terms and conditions remain unchanged. This endorsement is attached to and made a part of Policy No._____ KDB-5Q96-----------;----------------------------- of A.C.E. INSURANCE COMPANY (BERMUDA) LTD. Issued to: BM ANGLO-AMERICAN LTD Date of Issue:..... 1993 End No. 9 GLD055651 0049-GLD-000055651 IlfSORER HMB CHANGE ENDORSEMENT' It ia agreed and acknowledged that the name of the Inaurer is changed to A.C.2. INSURANCE COMPANY, LTD., a Bermuda company, the corporate successor to A.C.Z. INSURANCE COMPANY (BERMUDA) LTD., a Bermuda company. The effective date of this endorsement is July 7th, 1993. All other terms and conditions remain unaltered. This endorsement ia attached to and made a part of Policy No. KPK-5096/4 of A.C.R. INSURANCE COMPANY (BERMUDA) LTD. issued to: HM ANGLO-AMERICAN LTD.. Date of Issue; July 8th, 1993. End. No.; KC 7/93 Authorized Representative 6LD055652 0049-GLD-000055652 ' *** ' A.C.E. INSURANCE COMPANY, LTD. A.C.E. INSURANCE COMPANY (BERMUDA), LTD. 30 Woodbourne Avenue P.O. Box HM 1015, Hamilton HM DX, Bermuda SCHEDULE A PLEASE FOLLOW THE INSTRUCTIONS BELOW WHEN PREPARING SCHEDULE A. SIGN, DATE AND ATTACH THIS PAGE TO THE SCHEDULE WHEN COMPLETE. SUBSEQUENT TO BINDING, IT IS THE INSURED'S OBLIGATION TO UPDATE SCHEDULE A IN THE EVENT OF ANY CHANGES. Instructions: Schedule A should contain: Section 1. any subsidiary, affiliate or associated company whose financial statements are NOT consolidated in the financial statements of the Applicant and which are to be fully insured under the ACE policy. Do not list consolidated subsidiaries and affiliates or other entities included within the definition of "Insured" in the ACE Policy. Section 2. any Joint ventures where the Applicant requests 100% coverage for the joint venture itself. It is not necessary to list those Joint ventures for which the Applicant is obligated to provide Insurance or with respect to which the Applicant requests coverage only for the Applicant's liability arising out of the joint venture. Any Joint venture listed on this Schedule A will itself be a direct insured under the ACE Policy. Each page of Schedule A should be dated and this date should coincide with the Schedule date shown at the bottom of this page. APPUCANT/NAMED INSUR! t it i n. Director of Risk Mana DATE December 24. 1992 SCHEDULE naTPOctober 1, 1992 GLD055653 0049-GLD-000055653 End.7-7/88 Form 004 ADDfnONAL/RBWBW PREMIUM: $1,745,000 ANNIVERSARY-ENDORSEMENT It is agreed and acknowledged that in consideration of the payment by the Named insured of the following premium, Coverage A of the Policy is extended for the period set forth below: Premium: Current Payment Unearned Premium Credit (to ) Total Premium Extension Period: from 12:01 A.M. to 12:01 A.M. Prevailing time at the address of the Named Insured $1.745.000 0$ - - $1.745.000 1st October. 1993 1st October. 1994 It Is further agreed and acknowledged that (I) if different, the per occurrence retention amount set forth in Item 2 (c) of the Declarations is amended in accordance with the Changed Per Occurrence Retention Schedule effective as of the effective date of this endorsement, and (ri) the limit of liability amount set forth in Item 2 (a) and 2 (b) of the Declarations shall be $200.000.000. Nothing herein contained shall be held to vary, alter, waive or extend any of the terms, conditions, exclusions or limitations of the Policy referenced below, except as expressly stated herein. The effective date of this endorsement is__________________ October. 1993__________ All other terms and conditions remain unchanged. This endorsement is attached to and made a part of Policy No.____________ KDE"50flg/4 of A.C.E. INSURANCE COMPANY, LTD. Issued to: HM ANGLO-AMERICAN LTD. GLD055654 0049-GLD-000055654 "Erm. 65-11/91 Form 004 ADDITIONAL PREMIUM: $ NIL r-- CHANGED PER OCCURRENCE RETENTION-SCHEDULE (Hem 2(c) of the Declarations) With respect to occurrences first reported under this Policy after the effective date hereof, the per occurrence retention amount in Item 2(c) of the Declarations applicable to damages in respect of each peril listed below shall be as follows: Per Occurrence Pfidi Retention Amount All Perils except those listed beiow.................................................................. Aircraft................................................................................ $100,000,000 $500,000,000 If damages arise out of operations or the existence of a Joint Venture, as defined in this policy, the per occurrence retention amount in Item 2(c) of the Declarations with respect to such damages shall equal the product of the per occurrence retention amount of the applicable peri! listed above and the percentage interest of the Insured in the liability of the Joint Venture for such damages. Notwithstanding anything herein to the contrary, the per occurrence retention amount shall under no circumstances be less than $100 million. If damages in respect of any one occurrence are attributable to two or more of the above-referenced perils, the portion(s) of such damages attributable to any two or more of such perils may be combined at the option of the Named Insured and the excess of such combined amount over the amount of the largest per occurrence retention amount applicable to any of such combined perils shall be considered for purposes of Article il of this Policy as excess of the per occurrence retention amount set forth in Item 2(c) of the Declarations. The per occurrence retention amount listed above applicable to any peril not so combined shall apply to the portion of damages attributable to such peril. The effective date of this endorsement Is .. Ail other terms and conditions remain unchanged. This endorsement is attached to and mads a part of Policy No., of A.C.E. INSURANCE COMPANY, LTD. Issued to: - Date of Issue: confd.... End No. 7 confd By. Authorised Representative GLD055655 0049-GLD-000055655 End.105-9/94 Form 004 ADDITONAL/RETURN PREMIUM: NIL MERGED INSUREDS ENDORSEMENT tn consideration of the premium charged, it is agreed and acknowledged as follows: 1. Each entity listed below ("Entity"), and all persons and organizations who would be insureds pursuant to Section (a) of Article Hi (Definitions) if the below-listed entities were Named Insureds under this Policy ("Insured Subsidiaries"), shall be additional Insureds under this Policy (collectively "Additional Insureds"). Entity Inception Date Quantum Chemical Corporation 30th April, 1986 2. Except as otherwise provided herein, with respect to any occurrence giving rise to liability of any Entity or Insured Subsidiaries of such Entity, the inception Date under this Policy shall be the date set forth above for such Entity, provided that the Inception Date for any Insured Subsidiary acquired or formed by or merged with the Entity or an affiliate of the Entity after such date shall be the date of such acquisition, formation or merger. 3. If the Additional Insureds were insureds under another excess liability policy issued by the Insurer or its affiliate to the Additional Insured or its affiliate ("Prior Policy") and if with respect to any occurrence giving rise to liability of any Additional Insured the event or conditions commence or the personal injury or property damage caused by use of the Additional Insured's products takes place after the inception Date for such Additional Insured under this Policy and before the effective date of this Endorsement, then the liability of the insurer under this Policy with respect to such occurrence shall (I) attach at the higher of the respective attachment amount under the Prior Policy as of the date of its cancellation, or this Policy as of the date of notice to the Insurer of such occurrence, and (ii) be subject to the smaller of the respective limit of liability under the Prior Policy as of the date of its cancellation or this Policy as of the date of notice to the Insurer of such occurrence. If one or more Additional insureds and one or more other Insureds incur liability with respect to the same occurrence or type of product, the Insurer's maximum aggregate liability under this Policy with respect to such occurrence or product (subject to the further limitations in this paragraph) shall not exceed the respective limit of liability under this cont'd/.... The effective date of this endorsement is All other terms and conditions remain unchanged. This endorsement is attached to and made a part of Policy No, of A.C.E. INSURANCE COMPANY, LTD. Issued to:^ Date of Issue: ____ - By End No. 8 cont'd Authorised Representative GLD055656 0049-GLD-000055656 End.105-9/94 FOrm 004 Page 2 ADOmONAL/RETURN PREMIUM: Policy as of the date of such occurrence, except to the extent such other Insured's liability is attributable to its control, ownership or acquisition of or monger or affiliation with the Additional Insured, in which case the Insurer's maximum liability under this Policy wrth respect to such occurrence or product (subject to the further limitation of this paragraph) shall not exceed the respective limit of liability under the Prior Policy as of the date of its cancellation. This paragraph and each of the provisions therof further limits and does not increase the Insurer's liability under this Policy with respect to any occurrence described herein. 4. Any payment by the Insurer or its affiliate under the Prior Policy of ultimate net loss in respect to an occurrence also covered pursuant to this Policy by reason of the extension of coverage granted by this endorsement shall reduce by the amount of such payment the available limits of liability under this Policy in respect to such occurrence. 5. Subsection (a) (1) of Article II (Limit of Liability) is amended to read in its entirety as follows: (1) the amount of the stated per occurrence limits without regard to their reduction, exhaustion or impairment in whole or in part (hereinafter caiied the "underlying limits") of the underlying insurances and self-insured retentions listed or which should have been listed on the present and/or any prior Schedule B to this Policy or if applicable to the Prior PoScy, as to which the Insurer and the Named Insured expressly agree that the insurance provided by this Policy shall (A) be in excess in respect of such occurrences covered by said underlying Insurances (it being understood that this Policy shall in no way be subject to, or affected by, the terms, conditions, or limitations of said underlying insurances), and (B) apply only as if such underlying insurances were fuly available and collectible for all occurrences covered thereunder. 6. This Policy shall hot apply to and the Insurer shall have no liability under this Policy with respect to any liability or alleged liability of any Additional Insured for damages on account of personal injury, property damage or advertising liability resulting from an occurrence (including a series of and/or several tosses, injuries, damages or liabilities attributable directly or indirectly to such occurrence) notice of which occurrence shall have been given under the Prior Policy prior to the effective date of this Endorsement Nothing herein contained shad be held to vary, alter, waive or extend any of the terms, conditions, exclusions or limitations of the Policy referenced below, except as expressly stated herein. The effective date of this endorsement is 1st October. 1993 All other terms and conditions remain unchanged. This endorsement is attached to and made a part of Policy No. KDE-S096/4 of A.C.E. INSURANCE COMPANY, LTD. GLD055657 0049-GLD-000055657 End.7-7/88 Form 004 ADDItlONAUReWBN PREMIUM: $1,745,000 ANNIVERSARY ENDORSEMENT It is agreed and acknowledged that in consideration of the payment by the Named Insured of the following premium, Coverage A of the Policy is extended for the period set forth below: Premium: Current Payment Unearned Premium CrecSt (to ) Total Premium Extension Period: from 12:01 A.M. to 12:01 A.M. Prevailing time at the address of the Named Insured $ 1.745.000 0$ - - $ 1,745.000 1st October. 1993 1st October. 1994 It is further agreed and acknowledged that (i) if different, the per occurrence retention amount set forth in Item 2 (c) of the Declarations is amended in accordance with the Changed Per Occurrence Retention Schedule effective as of the effective date of this endorsement, and <ii) the limit of liability amount set forth in Item 2 (a) and 2 (b) of the Declarations shall be $200.000.000. Nothing herein contained shall be held to vary, alter, waive or extend any of the terms, conditions, exclusions or limitations of the Policy referenced below, except as expressly stated herein. The effective date of this endorsement is 1st October. 1983________ All other terms and conditions remain unchanged. This endorsement is attached to and made a part of Policy No.____________ KPESQ96/4 Of A.C.E. INSURANCE COMPANY. LTD. Issued to: HM ANGLO-AMERICAN LTD. GLD055658 0049-GLD-000055658 End.7-7/88 Form 004 ADDilfONAUBEWRM PREMUM: $1,140,000 ^ ANNIVERSARY ENDORSEMENT It is agreed and acknowledged that in consideration of the payment by the Named Insured of the following premium. Coverage A of the Policy Is extended for the period set forth below: Premium: Current Payment Unearned Premium Credit (to ) Total Premium Extension Period: from 12:01 A.M. to 12:01 A.M. Prevailing time at the address of the Named Insured $ 1.140,000 0$ - - $1,140,000 1 st October. 1994 1st October. 1995 It is further agreed and acknowledged that (i) if different, the per occurrence retention amount set forth in Item 2 (c) of the Declarations is amended in accordance with the Changed Per Occurrence Retention Schedule effective as of the effective date of this endorsement, and (ii) the limit of liability amount set forth in item 2 (a) and 2 (b) of the Declarations shall be $150.000.000. Nothing herein contained shall be held to vary, alter, waive or extend any of the terms, conditions, exclusions or limitations of the Policy referenced below, except as expressly slated herein. The effective date of this endorsement is__________________fat October. 1994________ All other terms and conditions remain unchanged. This endorsement is attached to and made a part of Pole/ No. ------ KDE-5096/4 ofAC.E. INSURANCE COMPANY, LTD. Issued to:_ ,HM AHQLChflMERlCAN LTPt Date of Issue: fltfi December. 1994 _ End No./ ^ By. Authorised Representative GLD055659 0049-GLD-000055659 End. 65-11/91 Form 004 ADDITIONAL PREMIUM: $NIL CHANGED PER OCCURRENCE RETENTION SCHEDULE (Item 2(c) of the Declarations) With respect to occurrences first reported under this Policy after the effective date hereof, the per occurrence retention amount in Item 2(c) of the Declarations applicable to damages in respect of each peril listed below shall be as follows: Per Occurrence Peril Retention Amount All Perils except those listed below.................................................................. Aircraft............................................................................... $150,000,000 $500,000,000 If damages arise out of operations or the existence of a Joint Venture, as defined in this policy, the per occurrence retention amount in Item 2(c) of the Declarations with respect to such damages shall equal the product of the per occurrence retention amount of the applicable peril listed above and the percentage interest of the Insured in the liability of the Joint Venture for such damages. Notwithstanding anything herein to the contrary, the per occurrence retention amount shall under no circumstances be less than $100 million. If damages in respect of any one occurrence are attributable to two or more of the above-referenced perils, the portion(s) of such damages attributable to any two or more of such perils may be combined at the option of the Named Insured and the excess of such combined amount over the amount of the largest per occurrence retention amount applicable to any of such combined perils shall be considered for purposes of Article II of this Policy as excess of the per occurrence retention amount set forth in Item 2(c) of the Declarations. The per occurrence retention amount listed above applicable to any peril not so combined shall apply to the portion of damages attributable to such peril. The effective date of this endorsement is .. Ail other terms and conditions remain unchanged. This endorsement is attached to and made a part of Policy No. Of A.C.E. INSURANCE COMPANY. LTD. Issued to: - . ___ Date of Issue: conttt... End No. icont'd ~f(FBy. Authorised Representative GLD055660 0049-GLD-000055660 End. 65-11/91 Form 004 Page 2 ADDITIONAL/ RETURN PREMIUM: $ If on or before the effective date of this Schedule or 1 st October. 1994 whichever is later, the manager or equivalent level employee of the risk management, insurance or law department or any executive officer of any Insured had Knowledge or notice of an occurrence likely to involve this Policy, the per occurrence retention amount in effect when such person{s) first became aware such occurrence was iikely to involve this Policy shall apply to such occurrence to the extent the per occurrence retention amount set forth above applicable to such occurrence is less than such prior per occurrence retention amount Nothing herein contained shall be held to vary, alter, waive or extend any of the terms, conditions, exclusions or limitations of the Policy referenced below, except as expressly stated herein. The effective date of this endorsement Is 1st October. 1694 An other terms and conditions remain unchanged. This endorsement Is attached to and made a part of Policy No. _ KPE-SQBfiw of A.C.E. INSURANCE COMPANY, LTD. issued to;HM ANQLO-AMERICAN LTD. Date of Issue: _ 6th December, 1994 End n o . p By. GLD055661 0049-GLD-000055661 End.112-12/94 Form 004 ' ADOmONAL/AETURN PREMIUM: ENDORSEMENT RE4SSUAMCE/HENUMBERW6 It is agreed and understood that effective 1st October, 1994 current Endorsements No. 8 being the Anniversary Endorsement and No. 9 being the Changed Per Occurrence Retention Schedule are hereby renumbered as Endorsements Nos. 9 & 10 respectively. Nothing herein contained shall be held to vary, alter, waive or extend any of the terms, conditions, exclusions or limitations of the Policy referenced below, except as expressly stated herein. The effective date of this endorsement is _ 1st October. 1994 All other terms and conditions remain unchanged. This endorsement is attached to and made a part of Policy No. _ KPE-5086/4 Of A.C.E. INSURANCE COMPANY, LTD. issued to: HM ANGLO-AMEBICAHITD, GLD055662 0049-GLD-000055662 Hnd.31-3/89 Form 004 ABCC PREMIUM: $30,460 DIVESTITURE PREMIUM REFUND ENDORSEMENT (With Discovery) In consideration of the refund of the above-referenced premium, it is agreed and understood that Coverage A expires and Coverage B incepts as of the effective date of this Endorsement in respect of the lnsured(s) listed below and that such Coverage B shad continue in force until termination of the current annual period, unless extended as provided in the Policy: DATE OF DIVESTITURE 1st June, 1995 0. Ames Company Spartus Home Furnishings Bear Archery, Inc. Georgia Boot, Jnc. Empire Footwear Blue Mountain industries Teters Floral Products, Inc. Columbia Lighting, Inc. MW Manufacturers, Inc. Leon Plastics, Inc. United Chair Company, Inc. Jade Technologies Corporation USI Properties Rexair, Inc The Erd Company, Inc. Universal Gym Equipment, Inc. Lehigh Safety Shoe Company Native Textiles Franklin Dyed Yarns Piedmont Moulding Corp. Prescolite Brown Moulding Company, Inc. Huron, Inc. Anderson Hickey Company Haikey-Roberts Corporation Progress Lighting Farberware inc. Valley Recreational Products, Inc. Tommy Armour Golf Company Trimfoot Company Tubular Textiles Machinery Corp. Bayiis Brothers, Inc. Jacuzzi, inc. Kim Lighting, Inc. Garden State Tanning, inc. SCM Metal Products, Inc. Bearing Inspection, Inc. Quantum Performance Films Spaulding Lighting, Inc. Nothing herein contained shall be held to vary, alter, waive or extend any of the terms, conditions, exclusions or limitations of the Policy referenced below, except as expressly stated herein. The effective date of this endorsement is___________________________ 1st June. 1995 All other terms and conditions remain unchanged. This endorsement is attached to and made a part of Policy No.________ KDE - 5096/4 of A.C.E. INSURANCE COMPANY, LTD. Issued to:HM ANGLO - AMERICAN LTD. Date of Issue: 7th February. 1996 End No. 12 By Authorised Representative Cf nrsA* ^ . -- GLD055663 0049-GLD-000055663 End.7-7/88 Form 004 AC TIONAL/flEWRM PREMIUM: $1,050,0^ ANNIVERSARY ENDORSEMENT it is agreed and acknowledged that in consideration of the payment by the Named Insured of the following premium. Coverage A of the Polity is extended for the period set forth below: Premium: Current Payment Unearned Premium Credit {to ) Total Premium Extension Period: from 12:01 A.M. to 12:01 A.M. Prevailing time at the address of the Named Insured $ 1.050.00(1 $___-O'... $1,05OflfflL 1st October. 1995 1st October. 1996 It is further agreed and acknowledged that (i) if different, the per occurrence retention amount set forth in Item 2 (c) of the Declarations is amended in accordance with the Changed Per Occurrence Retention Schedule effective as of the effective date of this endorsement, and (ii) the limit of liability amount set forth in Item 2 (a) and 2 (b) of the Declarations shall be Nothing herein contained shall be held to vary, alter, waive or extend any of the terms, conditions, exclusions or limitations of the Policy referenced below, except as expressly stated herein. The effective date of this endorsement is_____________________________1st October. 1995 All other terms and conditions remain unchanged. This endorsement is attached to and made a part of Policy No._________ KDE - 5096/4 of A.C.E. INSURANCE COMPANY, LTD. Issued to:_________ HM ANGLO - AMERICAN LTD. 0049-GLD-000055664 End-106-12/94 Form 004 ( ZHTIONAURETURN PREMIUM: $ NIL ANNUAL AGGREGATE INTEGRATED OCCURRENCE SUBLIMIT ENDORSEMENT Notwithstanding any other provision of this Policy, including, without {imitation, Sections ii(a), 111(e) and iii(f) and Items 2(a) and 2(b) of the Declarations, it is hereby agreed that there shall be an annual aggregate sublimit equal to one hundred million dollars ($100,000,000) with respect to ail Integrated Occurrences (as defined below), collectively, of which notice is first given to the Insurer on or after the effective date of this endorsement in any annual period. The maximum annual aggregate sublimit with respect to any single Integrated Occurrence or any combination of such integrated Occurrences shall be one hundred million dollars ($100,000,000). Such sublimit shall be included within and shall not increase the annual period limit in the aggregate for all covered occurrences and claims (including, without limitation, Integrated Occurrences) set forth in Item 2(b) of the Declarations. Such sublimit shall not be subject to elective reinstatement pursuant to Section V(t)(2) of the Policy, unless otherwise agreed in writing by the Insurer, and the penultimate paragraph of such Section V(t)(2) is hereby deleted. The term "Integrated Occurrence" means: a. actual or alleged personal injury, property damage and/or advertising liability to two or more persons or properties taking place more than thirty (30) days apart arising from product(s) or services, or b. actual or alleged personal injury, property damage and/or advertising liability to two or more persons or properties arising from a continuous, intermittent or repeated exposure to conditions over a period longer than thirty (30) consecutive days, which is attributable directly, indirectly or allegedly to the same actual or alleged event condition, cause, defect or hazard or failure to warn of such. Nothing herein contained shall be held to vary, alter, waive or extend any of the terms, conditions, exclusions or limitations of the Policy referenced below, except as expressly stated herein. The effective date of this endorsement is______________________________1st October. 1995 All other terms and conditions remain unchanged. This endorsement is attached to and made a part of Policy No.___________ KOS5096/4 of A.C.E. INSURANCE COMPANY, LTD. Issued to:HM ANGLO - AMERICAN LTD. Date of Issue: 7th February. 1996 End No. 14 By. Authorised Representative Of GLD055665 0049-GLD-000055665 End.31-3/39 Form 004 AB^ 0NAWRETURN PREMIUM: $29,315 DIVESTITURE PREMIUM REFUND ENDORSEMENT {With Discovery) In consideration of the refund of the above-referenced premium, it is agreed and understood that Coverage A expires and Coverage B incepts as of the effective date of this Endorsement in respect of the Jnsured(s) listed below and that such Coverage B shall continue in force until termination of the current annual period, unless extended as provided in the Policy: Suburban Propane Company DATE OF DIVESTITURE 1 st March, 1996 Nothing herein contained shall be held to vary, alter, waive or extend any of the terms, conditions, exciusions or limitations of the Policy referenced below, except as expressly stated herein. The effective date of tills endorsement is____________________________1st March. 1996 A)! other terms and conditions remain unchanged. This endorsement is attached to and made a part of Policy No._________KPE - 5096/4 of A.C.E. INSURANCE COMPANY, LTD. Issued to:________ HM ANGLO - AMERICAN.LTD* End No. 15 GLD055666 0049-GLD-000055666 A.C.E. INSURANCE COMPANY, LTD. A.C.E. INSURANCE COMPANY (BERMUDA), LTD. 30 Woodbourne Avenue P.O. Box HM 1015, Hamilton HM DX, Bermuda SCHEDULE A PLEASE FOLLOW THE INSTRUCTIONS BELOW WHEN PREPARING SCHEDULE A. SIGN, DATE AND ATTACH THIS PAGE TO THE SCHEDULE WHEN COMPLETE. SUBSEQUENT TO BINDING. IT IS THE INSURED'S OBLIGATION TO UPDATE SCHEDULE A IN THE EVENT OF ANY CHANGES. Instructions: Schedule A should contain: Section 1. any subsidiary, affiliate or associated company whose financial statements are NOT consolidated in the financial statements of the Applicant and which are to be fully insured under the ACE policy. * Do not list consolidated subsidiaries and affiliates or other entities Included within the definition of "Insured" in the ACE Peliey. Section 2. any joint ventures where the Applicant requests 100% coverage for the joint venture itself. it is not necessary to list those joint ventures for which the Applicant Is obligated to provide insurance or with reaped to which the Applicant requests coverage only for the Applicants liability arising out of the joint venture. Any joint venture listed on this Schedule A will itself be a direct insured under the ACE Policy. Each page of Schedule A should be dated and this date should coincide with the Schedule date shown at the bottom of this page. APPLICANT/1NAMED 1MSUREP? ^ Tin f - Director of Risk Manaa^aent DATEgir*ncn December 24. 1992 SCHEDULEnanr- October X, 1992 GLD055667 0049-GLD-000055667 nwyi(M*inww. SCHEDULE A X. H.M. Anglo - American, Ltd. 2. Carisbrook Industries Inc. 3. Endicott Johnson Corporation 4. Kidde Industries Inc. 5. Hanson Natural Resources Company 6. Gold Fields American corporation Applicant/Named Insured: By: Titl( Date signed: Schedule Date: Hanson December 24, 1992 October 1, 1992 sw*.rr-:x: aabas*.!k<KcaBK3t - HHB1217.doc/ddk/293C GLD055668 0049-G LD-000055668