Document 93eq6G6eR6yLVkjje3wLaNz7V

>/ f */*; <*<ww..- J N17601 LIABILITY - EXCESS HANSON HR000099795 1 0 /1 /9 6 AEIA American Excess Insurance Association (Herein catted the "Company'? EXCESS INDEMNITY POLICY POLICY NUMBER:HR000099795 THIS IS A REPORTED OCCURRENCE POLICY THAT CONTAINS CERTAIN FEATURES THAT ARE ANALOGOUS TO THE ONES FOUND IN CLAIMS MADE POLICIES. PLEASE READ THE ENTIRE POLICY CAREFULLY. INSURANCE UNDER THIS POLICY IS PROVIDED BY SEVERAL SEPARATE INSURERS, WHO ARE ALL MEMBERS OF THE AMERICAN EXCESS INSURANCE ASSOCIATION. THE LIABILITY OF THESE INSURERS IS SEVERAL AND NOT JOINT AND IS SET OUT SPECIFICALLY IN ENDORSEMENT NUMBER 1 WHICH IS ATTACHED TO AND FORMS PART OF THIS POLICY. Words and phrases that appear in all capital fetters have the special meanings set forth in Section V -- DEFINITIONS. Item 1: NAMED INSURED: Declarations HANSON PLC Address of NAMED INSURED: 99 WOOD AVENUE, SOUTH ISELIN, NJ 08830 Item 2s COMPANY'S Limit of Liability under this POLICY in the aggregate for all covered OCCURRENCES: $50,000,000.00 part of $50,000,000.00. See Endorsement Nimber 1 to this POLICY. Item 3: PER OCCURRENCE UNDERLYING AMOUNT: $100,000,000.00 Item 4: POLICY PERIOD: Proa 12:01 A.M.* on the 1ST day of October, 1995. To 12:01 A.M.* on the 1ST day of October, 1996. ("Inception Date"). ("Expiration Date"). Item 5: RETROACTIVE DATE: 12:01 A.M.* on the 1ST day of October, 1936. Item 6: Flat Premium for the POLICY PERIOD: $704,000.00 Item 7: Representative of COMPANY: Farmington Management, Inc. RiverBend Executive Park 77 Hartland Street East Hartford, CT 06108 Attention: The President "DEFENSE EXPENSES" ARE INCLUDED IN THE LIMIT OF LIABILITY OF THE POLICY AND ARE IN THE "PER OCCURRENCE UNDERLYING AMOUNT' AEfA-1 (1-82) [1 Of 17] GLD055843 0049-G LD-000055843 Declarations continued Item 8: Representative ofNAMED INSURED: HANSON PLC 99 WOOD AVENUE, SOUTH ISELIN,NJ 08830 ATTN: DONALD L.SCHOENEWOLF DIRECTOR OF RISK MANAGEMENT Item 9: Endorsements attached at POLICY issuance: 1. Liability of Insurers Endorsement, AEIA-2 2. New Jersey Mandatory Endorsement, AEIA-S-9 3. Designated Products Endorsement, AEIA-5 4. Insurance Company Errors & Omissions Exclusion, AEIA-20 5. Owned Aircraft Endorsement, AELA-34 6. Property Damage to Insured's Products or Operations Exclusion Revision Endorsement, AEIA-SP-1 7. Pollution Exclusion Revision Endorsement, AELA-SP-2 8. Amendment to I. Coverage, AEIA-SP-3 Countersigned by (Authorized Representative) 'Standard Time at the address of the NAMED INSURED as stated herein. .AElA-1 (1-92) [2 of 17] 6LD055844 0049-GLD-000055844 Insuring Agreements In consideration of the payment of the premium and in reliance on all statements made and information furnished by the NAMED INSURED to the COMPANY, including the representations and warranties made in the Application for this POLICY which is hereby made a part hereof, and subject to the foregoing Declarations which are hereby made a part hereof, and subject to all of the terms of this POLICY, the COMPANY and the NAMED INSURED agree as follows: I. COVERAGE (a) The COMPANY shall indemnify the INSURED for ULTIMATE NET LOSS which the INSURED shall become legally obligated to pay by reason of liability imposed upon the INSURED by law or. liability of others assumed by the INSURED under contract or agreement because of PERSONAL INJURY, PROPERTY DAMAGE or ADVERTISING OFFENSE anywhere in the world, (1) which results from an OCCURRENCE, notice ofwhich shall have been first given to the COMPANY (in accordance with Condition (c) hereof): (A) by the NAMED INSURED during the POLICY PERIOD; (B) by the NAMED INSURED during any EXTENDED REPORTING PERIOD which the NAMED INSURED shall have elected to secure (or continue) or during the sixty day grace period provided in accordance with the following paragraph 1(b); or (C) by any former subsidiary or affiliate of the NAMED INSURED during any EXTENDED REPORTING PERIOD that may arise in accordance with Condition (m) hereof; and (2) for which a CLAIM is made against the INSURED and of which CLAIM the NAMED INSURED has given written notice to the COMPANY within ten (10) years from the earlier of the Expiration Date stated in Item 4 of the Declarations or the effective date of cancellation of the POLICY, regardless of whether any EXTENDED REPORTING PERIOD(S) have been purchased; provided, however, that in the event a CLAIM is made againstan INSURED by a claimantwho Is a minor or by a claimant who is otherwise incompetent under applicable law, written notice of any CLAIM may be given to the COMPANY, (i) in the case of a CLAIM made by a minor, during the period of time during which such claimant is a minor and including any periods subsequent thereto pursuant to any law tolling the application of applicable statutes of limitations, if any, as determined by the laws ofthe state of such claimant's domicile at the time of the OCCURRENCE, and, (ii) in the case of a CLAIM made by a claimant who is otherwise incompetent, within the period of time allowed by the law applicable to such claimant's disability at the time of the OCCURRENCE; provided, however, that in no event shall there be coverage under this POLICY for any CLAIMS by a claimant who is a minor or by a claimant who is otherwise incompetent not reported to the COMPANY in writing within twenty-five (25) years from the earlier of the Expiration Date stated in item 4 of the Declarations or the effective date of cancellation of the Policy; and provided further, that in no event shall there be coverage under this POLICY for any liability of any INSURED with respect to any OCCURRENCE, PERSONAL INJURY, PROPERTY DAMAGE or ADVERTISING OFFENSE for which there is, or but tor the issuance of this POLICY would be, any coverage in any amount provided under any other poficy issued by the COMPANY to the INSURED, irrespective of whether such other poficy is issued prior to, simultaneously with or subsequent to this POLICY. (b) In the event of cancellation or nonrenewal of this POLICY by the NAMED INSURED or the COMPANY, other than cancellation for nonpayment of premium, the NAMED INSURED may elect to secure an EXTENDED REPORTING PERIOD for an ANNUAL PERIOD and thereafter may elect annually to continue such EXTENDED REPORTING PERIOD for no more than nine (9) additional ANNUAL PERIODS, for such INSUREDS as the NAMED INSURED shall designate, by giving the COMPANY written notice of such election not less than ten (10) days priorto the earlierofthe Expiration Date stated in Item 4 of the Declarations or the effective date of cancellation of toe POLICY, or the expiration date of each ANNUAL PERIOD, and by paying to the COMPANY the applicable annual premium for such EXTENDED REPORTING PERIOD as set forth in the attached Schedule B no later than the date of commencement of toe corresponding ANNUAL PERIOD. In the event that this POLICY is not renewed or is cancelled, and the INSURED does not elect to secure an EXTENDED REPORTING PERIOD, then, subject to all other terms and conditions of this POLICY, AEIA-1 (1-92) {3oftrj GLD055845 0049-GLD-000055845 there shall be allowed a grace period of sixty (60) days during which an INSURED shall be entitled to give written notice of an OCCURRENCE to the COMPANY, which grace period shall commence immediately following the earlier of the Expiration Date stated in Item 4 of the Declarations, or the effective date of cancellation of the Policy, as applicable. Where notice in accordance with Condition (c) of an OCCURRENCE is first given during an EXTENDED REPORTING PERIOD or the sixty day grace period, it shall be deemed to have been given during the POLICY PERIOD of this POLICY for purposes of the application of the terms of this POLICY, including, but not byway of limitation, the COMPANY'S Limit of Liability and the PER OCCURRENCE UNDERLY ING AMOUNT. II. LIMIT OF LIABILITY (a) Subject to all of the terms hereof, in accordance with Condition (f), and as provided in Endorsement Number 1 to this POLICY, the COMPANY shall, with respect to any OCCURRENCE covered pursuant to paragraph I hereof, indemnify the INSURED for that amount of any ULTIMATE NET LOSS which is in excess of the greater of either: 1) ULTIMATE NET LOSS in the amount of the PER OCCURRENCE UNDERLYING AMOUNT; or (2) ULTIMATE NET LOSS in the amount payable by collectible OTHER INSURANCE with respect to any OCCURRENCE; and then only up to the amount stated in Item 2 of the Declarations as the COMPANY'S Limit of Liability, which amount Is the maximum amount payable by the COMPANY under this POLICY in the aggregate with respect to all ULTIMATE NET LOSSES arising from any and all OCCURRENCES, irrespective of the period or periods over which any OCCURRENCE, loss, PERSONAL INJURY, PROPERTY DAMAGE or ADVERTISING OFFENSE occurs or the number of such OCCUR RENCES, losses, PERSONALINJURIES, PROPERTY DAMAGES orADVERTISINGOFFENSES, and irrespective of whether the notice of OCCURRENCE is given during the POLICY PERIOD, during the sixty day grace period in paragraphs L(b), or during any applicable EXTENDED REPORTING PERIOD. (b) Only ULTIMATE NET LOSS which would be covered by this POLICY (if the terms of this POLICY were satisfied), but for the amount of such ULTIMATE NET LOSS and/or the existence of OTHER INSUR ANCE, is included within the ULTIMATE NET LOSS referred to in paragraphs ll(a)(1) and (2) above. (c) Neither: (1) the inclusion or addition hereunder of more than one INSURED, nor (2) any EXTENDED REPORTING PERIOD secured in accordance with paragraph 1(b), and or arising in accordance with Condition (m) hereof, shall operate to reinstate the COMPANY'S Limit of Liability or increase it beyond that set forth in Item 2 of the Declarations or to extend the POLICY PERIOD. III. EXCLUSIONS This POLICY shall not apply to any Utility or alleged liability of the INSURED for: (a) PERSONAL INJURY, PROPERTY DAMAGE or ADVERTISING OFFENSEforwhich the INSURED has assumed liability under any contract or agreement, if such PERSONAL INJURY, PROPERTY DAMAGE or ADVERTISING OFFENSE occurred prior to the time such contract or agreement became effective; (b) PERSONAL INJURY, PROPERTY DAMAGE orADVERTISING OFFENSE in any mannerarising outof the design, construction, maintenance, manning, ownership, operation or use of any WATERCRAFT; provided, however, that this Exclusion (b) shall not apply with respect to: (J) the loading or unloading of any WATERCRAFT at premises owned, leased or controlled by the INSURED; or (2) WATERCRAFT or risks listed on Schedule D hereto; (c) (1) PERSONAL INJURY, PROPERTY DAMAGE or ADVERTISING OFFENSE directly or indirectly arising out of; (A) the actual, alleged or threatened discharge, dispersal, release, seepage, or escape of any POLLUTANT into or upon any person, place ortiling including land orother real estate, any man made structure, the atmosphere, any water or watercourse whether above or below ground or otherwise into the environment, however caused and whenever happening; or (B) any direction or request, whether governmental or otherwise, that the INSU RED evaluate, test for, monitor, dean up, remove, control, contain, treat, detoxify or neutralize any POLLUTANT AEIA-1 (1-92) 14 Of 17] ' V \ GLD055846 0049-GLD-000055846 or the actual, alleged or threatened discharge, dispersal, release, seepage or escape thereof; provided, however, except as provided in paragraph (2) of this Exclusion <c), subparagraphs (1)(A) and (B) of this Exclusion (c) shall not apply to PERSONAL INJURY, PROPERTY DAMAGE or ADVERTISING OFFENSE arising out of or alleged to arise out of such discharge, dispersal, release, seepage or escape caused solely by: (x) unintended fire or explosion, or lightning; (y) a collision or overturning of an AUTOMOBILE or railroad vehicle; or (z) a single or intermittent discharge, dispersal, release or escape, which ceases within seven (7) days of its first commencement, of: (/) POLLUTANTS, other than herbicides, pesticides or defoliants, which constitute the INSURED'S PRODUCTS; (ii) POLLUTANTS, otherthan herbicides, pesticides or defoliants, where such discharge, dispersal, release or escape is caused by or results from the INSURED'S PROD UCTS, other than products that are specifically designed, intended or marketed to evaluate, test for, monitor, treat, detoxify or neutralize POLLUTANTS; or (iii) POLLUTANTS from premises owned, leased, rented or controlled by the INSURED; and provided that such discharge, dispersal, release or escape results in PERSONAL INJURY or PROPERTY DAMAGE which commences and is discovered within seven (7) days after the time such discharge, dispersal, release or escape first commences; (2) The exception to subparagraphs (1}(A) and (B) of this Exclusion (c) which are contained in subparagraphs (1 )(x), (y) and (z) of this Exclusion (c), shall in no event apply to: (A) PROPERTY DAMAGE directly or indirectly arising out of: (i) underground or underwater operations of the INSURED; and/or (ii) removal of,loss ofordamagetoundergroundorunderwateroil, gas oranyothersubstance; (B) the cost of evaluating, testing for, monitoring, cleaning up, removing, controlling, containing, treating, detoxifying and/or neutralizing the discharge, dlspersai, release, seepage and/or escape of any POLLUTANT on property at any time owned, leased and/or rented by the INSURED and/or under tee control of the INSURED; or (C) PERSONAL INJURY, PROPERTY DAMAGE or ADVERTISING OFFENSE directly or indi rectly arising out of the actual, alleged or threatened discharge, dispersal, release, seepage or escapeofany POLLUTANTfrom anyundergroundorunderwatertank, piping or other container of any type unless tee immediate cause of such discharge, dispersal, release, seepage or escape is unintended fire or explosion, or lightning, or collision or overturning of an AUTOMO BILE or railroad vehicle; (d) ADVERTISING OFFENSE arising out of: (1) failure of performance of contract, other than tee unauthorized appropriation of ideas based upon alleged bread) of implied contract; (2) incorrect description or mistake in advertised price of goods, products or services sold, offered for sale or advertised; or (3) the failure of goods, products or services to conform to advertised quality or performance; (e) PERSONAL INJURY or PROPERTY DAMAGE due to "War", whether or not declared, or any act or condition incident to "War" but this Exclusion (e) applies only to liability assumed under a contract or agreement. As used inthis Exclusion {e) "War" includeswar, civil war, insurrection, rebellion or revolution. (f) PERSONAL INJURY, PROPERTY DAMAGE or ADVERTISING OFFENSE arising out of asbestos, tobacco or tobacco products, dioxin, asbestiform talc, dieteylstibesterol, urea formaldehyde or any intrauterine device; (g) PERSONAL INJURY, PROPERTY DAMAGE or ADVERTISING OFFENSE arising out of the design, manufacture, construction, maintenance, service, ownership, use, operation, loading or unloading of: (1) any "Aircraft", "Spacecraft", "Missile" or "Launch Vehicle", any component part or equipment thereof or any other navigational or aviation equipment comprising the INSURED'S PRODUCTS; or (2) any "Aircraft" and taking place subsequent to the instant of its very first movement under its own power (regardless of whether this movement is for the purpose of flight, testing or otherwise); or AEIA-1 (1-92) (5 of 17] GLD055847 0049-GLD-000055847 (3) any "Spacecraft", "Missile" or "Launch Vehicle" and taking place subsequent to Its arrival at the site of its first launch (regardless of whether this launch is for the purpose of flight, testing or otherwise); provided, however, that this Exclusion (g) shall not apply with respect to PERSONAL INJURY, PROPERTY DAMAGE or ADVERTISING OFFENSE arising out of the use, operation, loading or unloading of any "Aircraft' not comprising the INSURED'S PRODUCTS which is neither owned by an INSURED norcharteredwithoutcrewbycron behalfof an INSURED, andwhichisnotbeing nor has been designed, manufactured, constructed, maintained or serviced by or on behalf of an INSURED. As used in this Exclusion (g): "Aircraft" means any vehicle designed to be used primarily in the air and to be supported by the dynamic reaction of the airupon the vehicle's wings or rotorblades, and/orbythe vehicle's buoyancy in.the air. The term "Aircraft" does not indude "Spacecraft", "Missiles" and "Launch Vehicles." "Launch Vehicle" means a manned or unmanned rocketpowered vehide (including parts detached while in flight) used to propel "Spacecraft" into space and/ororbit The NASA Space Shuttle is deemed to be a "Launch Vehicle." "Missile" means avehidewhich is designed to operate through the air and/or space and whose path and direction isguided during partoralt of its flightby apartlyorcompletelyself-contained electronic, celestial, inertial or other remote or internal guidance system. "Spacecraft" means a spacecraft satellite, spaceship or space station (or a "Launch Vehicle" for such spacecraft) designed to travel to, in, or from and operate primarily in space (including parts thereof detached in flight). (h) PERSONAL INJURY or PROPERTY DAMAGE (1) with respect to which an iNSURED under this POLICY is also an insured under a nuclear energy liability policy issued by Nuclear Energy Liability insurance Association, Mutual Atomic Energy Liability Underwriters or Nuclear Insurance Association of Canada or any of their successors, or would be an insured underanysuch policy butforitstermination upon exhaustion ofitslimit of liability; (2) resulting from the "hazardous properties" of "nuclear materiaT and with respect to which (A) any person or organization is required to maintain financial protection pursuant to the Atomic Energy Act of 1954, or any law amendatory thereof; or (B) the INSURED is, or had this POLICY not been issued, would be, entitled to indemnity from the United States of America, or any agency thereof, under any agreement entered into by the United States of America, or any agency thereof, with any person or organization; (3) resulting from the "hazardous properties'' of "nuclear material", if (A) the "nuclear material" (i) is at any "nuclear facility" owned by, or operated by or on behalf of, an INSURED or (ii) has been discharged or dispersed therefrom; (B) the "nuclear material" is contained in "spentfuel" or"waste" anytime possessed, handled, used, processed, stored, transported or disposed of by or on behalf of an INSURED; or (C) the PERSONAL INJURY or PROPERTY DAMAGE arises out ofthe furnishing by an INSURED of services, materials, parts or equipment in connection with toe planning, construction, maintenance, operation or use of any "nuclear facility", but if such facility is located within toe United States of America, its territories or possessions, or Canada, this subparagraph (3}(C) applies only to "property damage" to such "nuclear facility" and any property thereat. As used in this Exclusion (h): "hazardous properties" Include radioactive, toxic or explosive properties; "nuclear material" means "source material", "special nuclear material" or "byproduct material"; "source material", "special nuclear material" and "byproduct material" have the meanings given them in the Atomic Energy Act of 1954 or in any law amendatory thereof; "spent fuel" means any fuel element or fuel component, solid or liquid, which has been used or exposed to radiation in a "nuclear reactor"; "waste" means any waste material (1) containing "byproduct material" other than the tailings or wastes produced by the extraction or concentration of uranium or thorium from any ore processed primarily for its "source materiaT content, and (2) resulting from the operation by any person or organization of any "nuclear facility" included under the first two paragraphs of the definition of "nuclear facility"; ( , \ / \ AElA-1 (1-92) (6 Of 17] GLD055848 0049-GLD-000055848 "nuclear facility" means: (t) any "nuclear reactor"; (2) any equipment or device designed or used for (a) separating the isotopes of uranium or plutonium, (b) processing or utilizing "spent fuel", or (c) handling, processing or packaging "waste"; (3) any equipment or device used for the processing, fabricating or alloying of "special nuclear material" if at anytime the total amount of such material in the custodyof the INSURED atthe premises where such equipment or device is located consists of or contains more than 25 grams of plutonium or uranium 233 or any combination thereof, or more than 250 grams of uranium 235; (4) any structure, basin, excavation, premises or place prepared or used for the storage or disposal of "waste"; and includes the site on which any of the foregoing is located, ail operations conducted on such site and all premises used for such operations; "nudear reactor" means any apparatus designed or used to sustain nuclear fission in a self-supporting chain reaction or to contain a critical mass of fissionable material; "property damage" includes ail forms of radioactive contamination of property; (i) PERSONAL INJURY or PROPERTY DAMAGE 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, or Canada from any nuclear fuel, any nudear waste or from the combustion, fission or fusion of nudear fuel; (j) PROPERTY DAMAGE to property rented to, used or occupied by or in the care, custody or control of the INSURED: {1) to the extent mat the INSURED has agreed to provide insurance therefor or (2) if such property is owned by any person or organization controlling or coming under the control of the INSURED; (k) (1) loss of use of tangible properly which has not been physically injured or destroyed, resulting from: (A) adeiay in or lack of performance by oron behalf of the INSURED of any contract or agreement; or (B) the failure of the INSURED'S PRODUCTS or OPERATIONS completed by or on behalf of the INSURED either to meet any warranty or representation by the INSURED as to the level of performance, quality, fitness or durability or to perform the function or serve the purpose intended by the INSURED: provided, however, that paragraph {1) of this Exdusion (k) shall not apply to loss of use of other tangible property resulting from toe sudden and accidental physical injury to or destruction of the INSURED'S PRODUCTS or OPERATIONS performed by or on behalf of the INSURED after such INSURED'S PRODUCTS or OPERATIONS have been put to use by any person or organization other than an INSURED; (2) PROPERTY DAMAGE to any portion or section of the INSURED'S PRODUCTS or of OPERATIONS completed bythe INSURED, ifsuch PROPERTY DAMAGE arises out of that portion of such products or that section of OPERATIONS, or out of materials, parts or equipment furnished in connection therewith; or (3) toe withdrawal, inspection, repair, replacement, or, in connection with any of the foregoing, loss of use, of toe INSURED'S PRODUCTS or OPERATIONS completed by or on behalf of the INSURED or of any property of which such INSURED'S PRODUCTS or OPERATIONS form a part, if such INSURED'S PRODUCTS, OPERATIONS or property are withdrawn from toe market or from use because of any known or suspected defector defidency therein whethercaused or believed to have been caused by the INSURED or by any other person or entity; (l) any obligation for which the INSURED or any carrier as its insurer may be held liable under any workers' compensation, unemployment compensation or disability benefits law or toe Longshoremen's and Harbor Workers' Compensation Act. or under any similar state orfederallaw; provided, however, thatthis Exclusion does no! apply to liability arising under the Federal Employers Liability Act or the Jones Act: ABA-1 (1-92) [7 Of 17] GLD055849 0049-GLD-000055849 (m) PERSONAL INJURY, PROPERTY DAMAGE or ADVERTISING OFFENSE resulting from an OCCUR RENCE if notice of such OCCURRENCE has been given prior to the Inception Date stated in Item 4 of the Declarations under any policy that has expired prior to or upon the Inception of this POLICY; (n) PERSONAL INJURY or PROPERTY DAMAGE arising out of ctiscrimination or humiliation directly or indirectly related to employment or prospective employment of any person or persons by any INSURED; (o) PERSONAL INJURYor PROPERTYDAMAGEdirectlyorindirectlyarisingoutoftheactualorthreatened termination of employment of any person or persons by any INSURED; (p) PERSONAL INJURY, PROPERTY DAMAGE or ADVERTISING OFFENSE and/or any liability of any nature whatsoever arising out of: (1) the purchase, sale or distribution of securities or offers to purchase or sell securities, or investment counselling or management including, without 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 Act of 1935, the Investment Company Act of 1940, and the so-called "blue-sky" laws of the various states or other jurisdictions or any laws amendatory of any thereof; (2) antitrustorthe prohibition of monopolies, activities in restraintoftrade, unfairmethods ofcompetition ordeceptiveacts andpractices in trade and commerce including, without (imitation, the Sherman Act the Clayton Act, the Robinson-Patman Act, the Federal Trade Commission Act and the Hart-ScottRodino Antitrust Improvements Act and the similar or equivalent laws of the various states or other jurisdictions; (3) fraud or breach of fiduciary duty; (4} governmental, civil or criminal fines or penalties; (5) tile failure to pay when due any governmental tax (including, without limitation, income, excise, property, value added and salestax) ortariff, licensefee orothergovernmental fee which is incidental to the conduct of business or any assessment, fine or penalty related thereto; (6) copyright or patent infringement; (7) any defect in or impairment to title to 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; (9) employee, officer or director dishonesty or any liability of any employee, officer or director of an INSURED to such INSURED; (10) treble damages, fines or penalties underthe Racketeer Influenced Corrupt Organizations Act or any similar federal, state or local law or statute; (q) PERSONAL INJURY, PROPERTY DAMAGE or ADVERTISING OFFENSE expected or intended by the INSURED orwhich should be expected or intended fromthe standpoint of a reasonable INSURED. This exclusion does not apply to PERSONAL INJURY resulting from the use of reasonable force to protect persons or property. No inference shail be made from the exclusion of liabilities, PERSONAL INJURY, PROPERTY DAMAGE or ADVERTISING OFFENSE in any Exclusion that this POLICY would otherwise cover such liabilities, PERSONAL INJURY, PROPERTY DAMAGE or ADVERTISING OFFENSE or cover similar liabilities, PERSONAL INJURY, PROPERTY DAMAGE or ADVERTISING OFFENSE; npr shall any portion of any Exclusion to the POLICY be construed to be an extension of coverage otherwise provided by the POLICY. IV. CONDITIONS (a) Premium (1) The premiums under this POLICY are flat premiums and are not subject to adjustment, except as otherwise provided in paragraph (3) of Definition (i) and Condition (q) hereof. The premium shail be paid to the COMPANY. (2) Additional premium foran EXTENDED REPORTING PERIOD snail be fully earned, notwithstanding anything contained in this POLICY to the contrary, when the ANNUAL PERIOD to which such premium is applicable incepts. (b) inspection and Audit (1) The COMPANY shall be permitted but not obligated to inspect the INSURED'S property and operations at any time. Neither the COMPANY'S right to make inspections nor the making thereof nor any report thereon shall constitute an undertaking, on behaif of or for benefit of the INSURED AEIA-1 (1-92) (8 of 17] ( GLD055850 0049-GLD-000055850 orotoere,todetermineorwarrantthatsuch property oroperations are safe, healthfulorincompliance with any law, rule or regulation, (2) The COMPANY may examine and audit and make copies of the INSURED'S books and records, as far as they relate to the subject matter of this POLICY, at any time while this POLICY is in force and within ten (10) years after the final termination of this POLICY or within one (1) year after final settlement of all claims arising out of any OCCURRENCE, notice of which has been given to the COMPANY during the POLICY PERIOD or any EXTENDED REPORTING PERIOD, (c) Notice of Occurrence or Claim (1) Subject to the provisions of paragraph i,, COVERAGE, if any employee of the risk management or legal department or any officer or director of any INSURED shall become aware of an OCCUR* RENCE 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 to the COMPANY, which notice shall include, but not be limited to, information as to the nature of the OCCURRENCE, the actual or anticipated injury ordamage resulting therefrom, the name(s) of any claimants) or potential claimants) and the manner in which and the date on which the INSURED first became aware of the OCCURRENCE and such other detailed information as the COMPANY may reasonably request regarding the OCCURRENCE. Uniess such written notice is provided as required herein, there shall be no rights to any coverage hereunder (2) Subject to the provisions of paragraph 1,, COVERAGE, as a condition precedent to the rights of any INSURED under the POLICY, the NAMED INSURED shall, as soon as practicable, give written notice to the COMPANY of any CLAIM likely to involve this POLICY which is made against any INSURED, and, ifwritten notice ofthe OCCURRENCE from which the CLAIM arises has notalready been given to the COMPANY, the NAMED INSURED shall give written notice in accordance with paragraph (1) of this Condition (c) of the claimed or alleged OCCURRENCE with respect to which such CLAIM is made, and the NAMED INSURED shall promptly forward to the COMPANY copies of any written CLAIM, demand, notice, summons, complaint or other process received by the INSURED or its representatives oragents. Unless such written notice is provided as required herein, there shall be no rights to any coverage hereunder. (3) Notice to the COMPANY shaW be given to the person or entity stated in Item 7 of the Declarations and shall be deemed to be given when sent by courier or by registered or certified mail with return receipt requested, by telex, provided that receipt is acknowledged, or by any express mail service where a written receipt of sending is provided. (d) Assistance and Cooperation The COMPANY shall not be called upon to assume charge of toe settlement or defense of any CLAIM made against an INSURED, but toe COMPANY shal have toe right and shall be given the opportunity to associate at its own expense with the INSURED orthe issuers of OTHER INSURANCE or both in the investigation, settlement, defense and control of any CLAIM relative to any OCCURRENCE where toe CLAIM involves, or appears reasonably likely to involve, the COMPANY, in which event toe INSURED and toe COMPANY shall cooperate in all things In the defense of such CLAIM, in the event that the COMPANY associates with the INSURED or the issuers of OTH ER INSURANCE, or elects to mate an appeal as provided in Condition (e) below, the INSURED shall cooperate with toe COMPANY and take all actions necessary, or in the opinion of the COMPANY, desirable, to permit the COMPANY to participate in the investigation, settlementand/ordefense ofany CLAIM orthe making of any appeal, and, in toe case of an appeal, to prosecute the appeal in toe name of the INSURED. The INSURED shall enforce or cooperate with toe COMPANY to enforce any right of contribution or indemnityagainst any person ororganization who maybe liable tothe INSURED because of PERSONAL INJURY, PROPERTY DAMAGE or ADVERTISING OFFENSE with respect to which insurance is afforded under this POLICY. In the event that toe COMPANY, In its sole discretion, chooses to exercise its rights pursuant to this Condition (d), no action taken by the COMPANY in the exercise of such rights shall serve to modify or expand in any manner the COMPANY'S liability or obligations under this POLICY beyond what the COMPANY'S liability or obligations would have been had it not exercised its rights under this Condition (d). (e) Appeals In the event the INSURED orthe issuers ofOTHER INSURANCE elect notto appealajudgmem in excess of toe limits of liability of such OTHER INSURANCE, the COMPANY may elect to make such appeal at its own cost and expense and shall be liable for the taxable costs and disbursements and interest on AEIA-1 (1-92) (9 of 17] GLD055851 0049-GLD-000055851 judgments incidental thereto, but in no event shall the total liability of the COMPANY exceed its Limit of Liability stated in item 2 of the Declarations plus the cost and expense of such appeal. If the COMPANY elects to make an appeal, the INSURED shall cooperate with the COMPANY and take ail actions necessary, or, in the opinion of the COMPANY, desirable, to permit and authorize the COMPANY to prosecute the appeal in the name of the INSURED. (f) Loss Payable (1) Indemnity under this POLICY with respect to any OCCURRENCE shall not attach unless and until the INSURED and/or the issuers of OTHER INSURANCE shall have paid the greater of dither: (A) ULTIMATE NET LOSS in the amount of the PER OCCURRENCE UNDERLYING AMOUNT; or (B) ULTIMATENETLOSSwithrespecttoanyOCCURRENCEintoeamountcoveredbycoiJectibJe OTHER INSURANCE; whichever is applicable, as provided in paragraph 11(a) hereof and, unless and until the INSURED'S liability shall have been fixed and rendered certain either by final judgment against the INSURED after an adjudicatory proceeding or by settlement approved in writing by the COMPANY. (2) The INSURED shall make.a written demand for payment for any amount of the ULTIMATE NET LOSS for which the COMPANY may be liable tinder this POLICY as soon as practicable after the INSURED'S liability shall have been fixed and rendered certain and after such amount shall have been paid by or on behalf of the INSURED. If any subsequent payments shall be made by the INSURED on accountof the same OCCURRENCE, additional written demands for paymentshould be made similarly from time to time. Such losses shall be due and payable by the COMPANY within a reasonable time after they are demanded and proven in conformity with this POLICY. (3) No person or organization shall have any right under this POLICY to join the COMPANY as a party to any action against the INSURED, nor shall the COMPANY be impleaded by the INSURED or his or its legal representative. (g) Representation Such person or office as the NAMED INSURED shall designate in Item 8 of the Declarations shall representthe NAMED INSURED and any and all INSUREDS hereunderin all matters underthis POLICY, including, without limitation, paymentof premium, negotiation ofthe terms ofrenewal and the adjustment, settlement and payment of CLAIMS. (h) Other insurance The insurance afforded by this POLICY shall be in excess of and shall not contribute with OTHER INSURANCE. Nothing herein shall be construed to make this POLICY subject to the terms, conditions and limitations of any OTHER INSURANCE <0 Subrogation Inasmuch as this POUCY is excess coverage, the INSURED'S light of recovery against any person or other entity cannot be exclusively subrogated to the COMPANY, it is, therefore, understood and agreed thatin case ofanypayment hereunder, toe COMPANY will act in concertwith all other interests {including the INSURED'S) concerned in the exercise of such rights of recovery. The apportioning of amounts which maybeso recovered shall followthe principlethatany interests (includingthe INSURED'S)thatshall have paid an amount over and above any payment hereunder, shall first be reimbursed up tothe amount paid by them; the COMPANY Is then to be reimbursed out of any balance then remaining up to the amount paid hereunder and, lastly, the interests (including the INSURED'S) of which this coverage is in excess are entitled to claim toe residue, if any. Expenses necessary to the recovery of any such amounts shall be apportioned betweenoramong the interests (including the INSURED'S) concerned, inthe ratio oftheir respective recoveries as finally settled. (j) Changes Notice to or knowledge possessed by any person shall not effect a waiver ora change in any part of this POLICY or estop the COMPANY from asserting any right under the terms of this POLICY; nor shall the terms of this POLICY be waived or changed except by endorsement signed by the COMPANY or its authorized representative and issued to form a part of this POLICY. (k) Assignment Assignment of interest under this POLICY shall not bind the COMPANY unless and until its consent is endorsed hereon. ( ABA-1 (1-92) [10 of 17] GLD055852 0049-GLD-000055852 (!) Cross Liability In the event of CLAIMS being made by reason of: (1) PERSONAL INJURY suffered by an employee of one INSURED hereunder; or (2) damage to property belonging to any INSURED hereunder; for which another INSURED hereunder is or may be liable, then this POLICY shall cover, subject to the terms of this POLICY, such INSURED against whom a CLAIM is made or may be made in the same manner as if separate policies had been issuedto each INSURED hereunder. Nothing contained herein shall operate to increase the COMPANY'S Limit of Liability as set forth in Item 2 of the Declarations. (m) Former Subsidiaries and Affiliates If any subsidiary or affiliate of the NAMED INSURED, which is an INSURED hereunder by virtue of Definition (i) hereof, shall cease to be such a subsidiary or affiliate of the NAMED INSURED, then, atthe time of such cessation, the POLICY PERIOD shall automatically expire as to such former subsidiary or affiliate and, if the NAMED INSURED or such subsidiary or affiliate elects in advance of such expiration, an EXTENDED REPORTING PERIOD shall automatically incept as to such former subsidiary oraffiliate and continue in force until expiration of the NAMED INSURED'S POLICY PERIOD under this POLICY withoutadditional payment or return of any premium. Nothing in this Condition (m), however, shall modify foe coverage otherwise provided by this POLICY to the NAMED INSURED or its other subsidiaries or affiliates for ULTIMATE NET LOSS for which they shall become legally obligated to pay with respect to such former subsidiary or affiliate. (n) Headings The descriptions in the headings and sub-headings of this POLICY are inserted solely for convenience and do not constitute any part of the terms hereof. (o) Insolvency (t) Bankruptcy or insolvency ofthe INSU RED orthe INSU RED'S estate shall not relieve the COMPANY of any of its obligations hereunder. (2) The insolvency, bankruptcy, receivership or any refusal or inability to pay of the INSURED and/or any insurer shall not operate to: (A) lower the PER OCCURRENCE UNDERLYING AMOUNT; or (B) increase the COMPANY'S liability under this POLICY; and in no event and under no circumstances shall the COMPANY assume or be deemed to have assumed the liabilities and/or responsibilities and/or obligations of the INSURED. (p) Warranty The NAMED INSURED warrants and agrees as follows: (1) that it has no knowledge at the Inception Date stated in Item 4 of the Declarations of any fact or circumstance notdisclosedtothe COMPANYintheApplication forthis POLICYwhich is likelyto give rise to a claim hereunder; and (2) that based upon reasonable Inquiry and to the best of its knowledge and belief: (A) all information provided to the COMPANY in the Application forthis POLICY is true and correct; and (B) no material information requested has been withheld. (q) Cancellation- This POLICY may be cancelled: (1) at any time by the NAMED INSURED by delivering written notice to the COMPANY stating when, not less than thirty (30) days from foe date foe notice is delivered, cancellation shall be effective; or (2) at any time by the COMPANY by delivering written notice to foe NAMED INSURED stating when, not less than ninety (90) days from foe date notice was delivered, cancellation shall be effective; provided, however, that in foe event ofcancellation for nonpayment of premiums, cancellation shall become effective fifteen (15) days after foe date notice is delivered. Payment or tender of unearned premium is not a condition of cancellation. Written notice shall be delivered by courier or by registered or certified mail with return receipt requested, or by telex, provided that receipt is acknowledged, or by any express mail sen/ice where a written receipt AEIA-1 (1-92} (11 of 17] GLD055853 0049-GLD-000055853 of sending is provided. The POLICY PERIOD shall end on the effective date and hour of cancellation stated in the notice. In the event ofcancellation bythe INSURED, the premium retained bythe COMPANY shall be calculated in accordance with the COMPANY'S short rate table which is attached hereto as Schedule C, but in no eventwill the premium be less than fifty percent (50%) ofthe premium stated in Item 6 ofthe Declarations, in the event of cancellation by the COMPANY, the premium retained by the COMPANY shall be calculated pro rata based upon the duration of the POLICY PERIOD. For purposes of notice required under this Condition (q) or pursuant to regulation, the offer by the COMPANY of renewal on terms or premiums different from those in effect during the POLICY PERIOD shall not constitute cancellation or nonrenewal of this POLICY by the COMPANY. (r) Arbitration (1) Resoiution of Disputes: All disputes between any INSURED(S) and the COMPANY (hereafter referred to collectively as the "parties'^ arising out of or relating to this POLICY, whether arising before or after termination of this POLICY, shall be submitted to arbitration in the manner set forth in this Condition (r). (2) Composition ofPanet Unless the parties agree upon a single arbitrator within fifteen (15) days after the receipt of a notice of intention to arbitrate, all disputes shall be submitted to an arbitration panel composed oftwo arbitrators and an umpire, chosen in accordance with paragraph (3) orparagraphs (3) and (4) of this Condition (r). (3) Appointment ofArbitrators: The members of the arbitration panel shall be disinterested, active or retired business executives familiar with the usages and practices of the insurance industry. Unless a single arbitrator is agreed upon by the parties, the party requesting arbitration (hereafter referred to as the Initiating party") shall appoint an arbitrator and give written notice thereof, either by courier or by registered or certified mail with return receipt requested, by telex, provided that receipt is acknowledged, or by any express mail service where a written receipt of sending is provided, to the other party (hereafter referred to as the "responding party") together with the notice of intention to arbitrate. If there is more than one initiating party or responding party, such parties shall act collectively as a single initiating party or single responding party for all purposes including giving notice of intention to arbitrate or giving answer to such notice, and appointing an arbitrator. The notice of intention to arbitrate shall state with specificity the full names and addresses of the parties, the POLICY pursuant to which arbitration is sought, the nature of the dispute and the relief sought. Within thirty (30) days after receiving the notice of intention to arbitrate, the responding party also shall appoint an arbitrator and notify the initiating party thereof in the same manner as above. Before instituting a hearing, the two arbitrators so appointed shall choose an umpire from among such persons meeting the qualifications set forth in this paragraph. If, within twenty (20) days after the appointment of the arbitrator chosen by the responding party or chosen in accordance with paragraph (4) ofthis Condition (r), the two arbitrators faiito agree upontheappointment ofan umpire, the initiating party shall petition the Center for Public Resources, 680 Fifth Avenue, NewYork, N.Y. 10019 to appoint the umpire. In the event that an arbitrator or the umpire withdraws from the panel or is unable to discharge his or her duties by reason of death, illness, incompetent or otherwise, a replacement shall be selected in tie same manner as provided in the original appointment. (4) Failure ofPartytoAppointArbitrator: If the responding partyfails to appoint an arbitrator within thirty (30) days after receiving notice ofintention to arbitrate,the initiatingpartyshall appointsuch arbitrator who shall teen, together with the first arbitrator appointed by tee initiating party, choose an umpire as provided in paragraph (3) of this Condition (r). (5) Choice ofLawandForum: Any arbitration instituted pursuant to this Condition (r) shall be held In the State of Connecticut and the arbitrators shall apply tee laws of that State to the extent they deem appropriate, for purposes of interpreting this POLICY. The arbitrators are to construe the terms of this POLICY in an evenhanded fashion as between the INSURED and the COMPANY and, in the event they find tee language ofthis POLICY ambiguous or otherwise unclear, they shall construe the POLICY in tee manner most consistent with the relevant terms (without regard to authorship of the language or presumption or construction in favor of either tee INSURED or the COMPANY) and in accordance with tee intent of the parties. In reaching any decision, tee pane! shall give due consideration to the customs and usages of the insurance industry. (6) Submission of Dispute to Panel: Unless otherwise directed by the panel, tee initiating party shall submit its initial briefwithintwenty (20) days from appointmentoftheumpire and the responding party shall submit its brief within twenty (20) days following its receipt of the initiating party's brief. Additional reply briefs may be submitted by the parties at the discretion of the panel. AElA-t (1-92) {12 of 17] GLD055854 0049-GLD-000055854 (7) Procedure Governing Arbitration-. All proceedings before the panel shall be informal and the panel shall not be bound by strict rules of legal procedure or evidence. The panel shall have the power to fix all procedural rules relating to the arbitration proceeding but cross-examination and rebuttal shall be allowed. (8) Arbitration Award. The arbitration pane! shall render its decision within sixty (60) days after termination of die arbitration proceeding; the decision shall be in wilting and may state the reasons therefore. The decision of the majority of the panel shall be final and binding on the parties to the arbitration and may include interest at the appropriate market rate(s). The panel shall not itself assess andaward punitiveorexemplarydamages;however,itmayordertheCOMPANYtopaysuch damages whereacourtof competentjurisdiction hasawarded such damages against bn INSURED. Judgment may be entered upon the award in any state or federal court having jurisdiction thereof. (9) Cost of Arbitration: Each party shall be responsible for its own attorneys' fees and disbursements. All other fees and expenses associated with the arbitration shall be divided equally between the parties. The fees payable to the arbitrators shall be based upon the usual hourly or per diem rate charged by each for consulting ordispute resolution services, as the same may be in effect from time to time. (s) Currency (1) The premiums and losses under this POLICY are payable, and the amounts set forth in the Declarations are expressed, in United States currency. (2) If judgment is rendered or settlement is denominated, or another element of ULTIMATE NET LOSS is stated, in acurrency otherthan United States currency, payment underthis POLICYshall be made in United Statescurrency attherate of exchangeprevailing (aspublished byThe Wall Street Journal) on the date the final judgment is rendered, the amount ofthe settlement is agreed upon orthe other element of ULTIMATE NET LOSS is due, respectively. V. DEFINITIONS As used in this POLICY: (a) "ADVERTISING OFFENSE" means DAMAGES arising out of the INSURED'S advertising activities on account of libel, slander, defamation, invasion of right ofprivacy, piracy, idea misappropriation under an implied contract, or infringement of copyright, title or slogan (other than a patent) committed in any advertisement, publicity article, broadcast or telecast; (b) "ANNUAL PERIOD" means the period of twelve (12) months commencing at: (1) the effective date of cancellation or the Expiration Date of tine POLICY PERIOD; or (2) the expiration dale of any prior ANNUAL PERIOD; (c) "AUTOMOBILE" means a land motor vehicle, trailer or semi-trailer; (d) "CLAIM" means: (1) any written demand, suit or proceeding against any INSURED by a specifically identified person, entity or asserted class for DAMAGES because of PERSONAL INJURY, PROPERTY DAMAGE or ADVERTISING OFFENSE; or (2) any written notice of PERSONAL INJURY. PROPERTY DAMAGE orADVERTISING OFFENSE by any specifically identified person, entity or asserted class; (e) "COMPANY" means the American Excess Insurance Association on behalf of its member insurance companies as set forth in Endorsement Number t to this POLICY; (f) "DAMAGES" mean all forms of compensatory damages, and punitive or exemplary damages, but "DAMAGES" do not include governmental, civil or criminal fines or penalties or DEFENSE EXPENSES; (g) "DEFENSE EXPENSES" means reasonable and necessary legal fees and other expenses which are incurredby oron behalfofthe INSURED in the investigation, adjustment, settlement or litigation ofclaims and which are paid as aconsequence of an OCCURRENCE covered hereunder; excluding all salaries of tiie INSURED'S employees, officers and directors and office expenses; (h) "EXTENDED REPORTING PERIOD" means the period, if applicable, commencing, with respect to the INSURED, atthe effective date of cancellation or the Expiration Date stated in Item 4ofthe Declarations or, with respect to a former subsidiary or affiliate of the NAMED INSURED, at the automatic expiration date provided for in Condition (m) hereof and terminating as provided in paragraph 1(b) or Condition (m) hereof, whichever is applicable; AEIA-1 (1-92) [13 of 17] GLD055855 0049-GLD-000055855 (i) "INSURED" means the following to the extent set forth below: (1) the NAMED INSURED and, if the NAMED INSURED is designated in Item 1 of the Declarations as a partnership or joint venture, the partnership or joint venture so designated, aid each partner or member thereof, but only with respect to his or its liability as a partner or member; (2) (A) any subsidiary or affiliate of tiie NAMED INSURED whose accounts, as of the date of the financial statements of the NAMED INSURED submitted to the COMPANY most recently prior to the rating of the premium for the POLICY PERIOD: (i) are consolidated in the financial statements of the NAMED INSURED in accordance with generally accepted accounting principles in the United States of America {or, in the case of any foreign NAMED INSURED, any subsidiary or affiliate whose accounts would be consolidated in thefinancial statements of such NAMED INSURED if such accountswould have been consolidated in accordance withgenerally accepted accounting principles in the United States of America); or (ii) were eligible for such consolidation and whose financial statements were submitted to the COMPANY as of such date; and/or (B) any subsidiary or affiliate of the NAMED INSURED listed on Schedule A hereto; (3) any entity acquired or formed by or merged with an INSURED (a "Potential Additional INSURED0) subsequent to tire Inception Date stated in Item 4 of the Declarations and prior to the effective date of cancellation of the POLICY or the Expiration Date stated in Item 4 of the Declarations, provided that tiie total gross sales of the Potential Additional INSURED as reported in its most recent consolidated, audited financial statements does not exceed 5%ofthe totalgross salesoftheNAMED INSURED and its consolidated subsidiaries and affiliates as most recently reported to the COM PANY for rating purposes prior to the POLICY PERIOD on the NAMED INSURED'S most recent consolidated audited financial statements, and provided further, that neither tiie operations oftiie Potential Additional INSURED prior to such acquisition, formation or merger nor the resultant combined or consolidated operations of such INSURED and the Potential Additional INSURED subsequent to such acquisition, formation or merger are materially different from those of such INSURED priorto such acquisition, formation or merger. In the case of an entity meeting tiie criteria set forth in this paragraph (3), it is agreedto automatically include such entity as an INSUREDwithout adjustment of premium under this POLICY. Unless notice to the COMPANY shall have been given and any additional premium required by the COMPANY shall have been paid in respect of the acquisition or formation of or mergerwith any Potential Additional INSURED not meeting tiie criteria set forth in tills paragraph (3) of Definition (i), such Potential Additional INSURED shall 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 RETROACTIVE DATE shall be: (A) in the case of automatic inclusion, the date of acquisition, formation or merger of the Potential Additional INSURED by an INSURED; or (B) in the case where an additional premium is paid, the date of acquisition, formation ormergerof the Potential Additional INSURED by an INSURED, or such other date as may be agreed between the NAMED INSURED and the COMPANY; It is understood and agreed that the COMPANY shall have no obligation to insure hereunder any Potential Additional INSURED not meeting the criteria for automatic inclusion set forth in this paragraph (3) aid may in its solediscretion declineto provide insuranceforsuch Potential Additional INSURED. (4) any entity not affiliated with the NAMED INSURED which is fisted on Schedule A hereto; provided, however, that the NAMED INSURED and any such entity comply with any conditions to coverage specifically set forth in such Schedule A in addition to complying with the other terms and conditions of this POLICY; (5) any stockholder of any entity described in paragraph (1), (2), (3) or (4) of this Definition (i), but only with respect to his or its liability as a stockholder of such entity; (6) (A) any executive officer, other employee or director of; or (B) any person or organization while acting as real estate manager for; any person or entity described in paragraph (1), (2), (3) or (4) of this Definition (i) while acting within the scope of his or its duties as such; except with respect to the ownership, maintenance or use, including loading and unloading, of any AUTOMOBILE; ( f AEIA-1 (1-92) (Hof 17] GLD055856 0049-GLD-000055856 (7) with respect to the ownership, maintenance or use, including loading and unloading, of any AUTOMOBILE: (A) any person (including an employee of such person or entity) while using any AUTOMOBILE owned by, lent to or hired for use by oron behalf of any person or entity described in paragraph (i), (2), (3) or (4) ofthis Definition (i) and any person or organization legally responsible for the use thereof, provided that the actual use of such AUTOMOBILE is with the permission of such described person or entity; (B) any executive officer, director, partner, employee or stockholder of any person or entity described in paragraph (1), (2), (3) or (4) ofthis Definition (i) while using any AUTOMOBILE not owned by,lenttoorhired for use by oron behalfofsuch describedperson orerrtrty.butonlywhile such AUTOMOBILE is being used in the business of such described person or entity; but none of the following shall be an INSURED under this paragraph (7) of Definition (i): (x) any person white employed in or otherwise engaged in duties in connection with an AUTOMO BILE sales agency, repair shop, service station, storage garage or public parking place not operated by any person or entity described in paragraph (1), (2), (3) or (4) of this Definition (i); or (y) the owner or lessee (of whom such described person or entity is sub-iessee) of any AUTOMO BILE hired for use by or on behalf of, or lent to, such described person or entity, and any agent or employee of such owner or lessee; (8) any person or organization to whom any person or entity described in paragraph (1), (2), (3) or (4) ofthis Definition (i) is obligated by virtue of a written contract oragreement to provide insurance such as is afforded by this POLICY, but only to the extent of such obligation and only with respect to operations (other than commercial insurance operations) performed by such described person or entity or facilities owned or used by such described person or entity; provided, however, that the following shall not be deemed to be an INSURED under this paragraph (8): (A) any organization acquired or formed by or merged with an INSURED afterthe inception of the POLICY PERIOD; and/or (B) a person or organization which is engaged in a joint venture with the NAMED INSURED. (j) "INSURED'S PRODUCTS" means: (1) goods or products manufactured, sold, tested, handled or distributed by the INSURED or others trading under its name If the end-use thereof 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 an AUTOMOBILE, WATER CRAFT or AIRCRAFT; and/or (2) materials that were the subject of completed or abandoned OPERATIONS of the INSURED; (k) "NAMED INSURED" means the person or organization first named in Item 1 of the Declarations; (!) `OCCURRENCE" means; (1) an event, or a continuous, intermittent or repeated exposure to conditions, which causes, allegedly causes or is deemed to cause PERSONAL INJURY or PROPERTY DAMAGE or gives rise to, allegedly gives rise to or is deemed to give rise to ADVERTISING OFFENSE, where all of such PERSONAL INJURY, PROPERTY DAMAGE orADVERTISING OFFENSE arising from such event or exposure to conditions commences on or subsequent to the RETROACTIVE DATE, and: (A) some of such PERSONAL INJURY. PROPERTY DAMAGE or ADVERTISING OFFENSE commences prior to the earlierofthe effective date ofcancellation or the Expiration Dale stated in Item 4 of the Declarations; and (B) such event or exposure to conditions commences on or subsequent to the RETROACTIVE DATE and prior to the earlier of the effective date of cancellation or the Expiration Date stated in Item 4 of the Declarations; or (2) a use (including a single instance or continuous or recurring use(s) by the same user) of an INSURED'S PRODUCT which causes, allegedly causes or is deemed to cause PERSONAL INJURY or PROPERTY DAMAGE, where: (A) all of the PERSONAL INJURY and PROPERTY DAMAGE resulting from that use commences on or subsequent to the RETROACTIVE DATE and some of the PERSONAL INJURY or ABA-1 (1-92) [15 Of 17] GLD055857 0049-GLD-000055857 PROPERTY DAMAGE commences priorto the earlierofthe effective date of cancellation or the Expiration Date stated in Item 4 of the Declarations, and (B) except as may be specifically agreed between the NAMED INSURED and the COMPANY in an endorsement hereto, the INSURED, at the Inception Date stated in Item 4 of the Declarations, hadnoknowledgeornoticeofanydefectorhazardoranyallegeddefectorhazard associated with the INSURED'S PRODUCTS or with any similar products of any INSURED causing or allegedly causing PERSONAL INJURY or PROPERTY DAMAGE, which defect or hazard or alleged defect or hazard is similar to that defect or hazard or alleged defect or hazard which caused or allegedly caused or was deemed to cause the PERSONAL INJURY or PROPERTY DAMAGE for which a CLAIM has been made against an INSURED and reported to the COMPANY under this POLICY: ' For purposes of this clause (2), in addition to an INSURED'S actual knowledge or notice of a fact, an INSURED shall be deemed to have knowledge that, or notice of the fact that, a defect or hazard or an alleged defect or hazard caused PERSONAL INJURY or PROPERTY DAMAGE in such circumstanceswhere a reasonableperson would have believed thatsuch defect orhazard oralleged defect or hazard caused, could have caused or could cause PERSONAL INJURY or PROPERTY DAMAGE. Where the INSURED becomes liable for a series of and/or several PERSONAL INJURIES, PROPERTY DAMAGES or ADVERTISING OFFENSES which result, directly or indirectly, from the same or substantially the same (i) event or exposure to conditions or the failure or alleged failure to warn of same, or a defect, hazard or failure, an alleged defect, hazard or failure, or the failure or alleged failure to warn of same; or (ii) usage, design, formulation, manufacture, distribution, operation, maintenance or repair of an INSURED'S PRODUCT, or the failure to warn as to the usage, operation or maintenance of an INSURED'S PRODUCT. all such PERSONAL INJURIES, PROPERTY DAMAGES orADVERTISING OFFENSES shall betreated as having resulted from one OCCURRENCE irrespective ofthe length of the period or the size offoe area over which the PERSONAL INJURIES, PROPERTY DAMAGES or ADVERTISING OFFENSES occurred or the number of claimants, PERSONAL INJURIES, PROPERTY DAMAGES or ADVERTIS ING OFFENSES. (m) "OPERATIONS" means operations of the INSURED away from premises owned, rented or controlled by the INSURED and includes materials, parts or equipment furnished in connection therewith. OPERA TIONS shall be deemed completed at the earliest of the following types: (1) when all OPERATIONS to be performed by or on behalf of foe INSURED under the contract have been completed; (2) when all OPERATIONS to be performed by or on behalf of the INSURED at the site of the OPERATIONS have been completed; or (3) when the portion of the work out of which the injury or damages arise has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing OPERATIONS for a principal as a part of the same project; (n) `OTHER INSURANCE" means any other insurance available to foe INSURED which, irrespective of the existence of this POLICY, indemnifies the INSURED for, or fays on behalf of foe INSURED, DAMAGES or DEFENSE EXPENSES with r&spect to an OCCURRENCE for which DAMAGES or DEFENSE EXPENSES, depending on the amounts) thereof, may be indemnifiable or payable underthis POLICY; except OTHER INSURANCE does not include insurance under any policy or policies issued by the COMPANY or insurance under any policy or policies in which this POLICY is specifically scheduled as underlying insurance or under any policy which is scheduled in this POLICY as insurance in excess of this POLICY; (0) `PER OCCURRENCE UNDERLYING AMOUNTmeanstheamountstated in Item 3 of the Declarations; (p) "PERSONAL INJURY" means: (1) bodily injury, shock, fright, mental injury, mental anguish, disability, sickness or disease sustained by any person, including death at any time resulting therefrom; (2) injury arising out of false arrest, detention or imprisonment, malicious prosecution, wrongful entry or eviction or other invasion of the right of private occupancy, humiliation or discrimination because of race, religion, age, sex or physical disability (unless Insurance therefor is prohibited by law); and AEIA-1 (1-92) 116 Of 17] c GLD055858 (3) except with respect to injury occurring in the course of the INSURED'S advertising activities, injury arising out of the publication or utterance of a libel or slander or of other defamatory or disparaging material, or a publication or utterance in violation of an individual's right of privacy; (q) "PQUCY" means all the terms of insurance issued by the COMPANY to the NAMED INSURED for th& POLICY PERIODsetforth in Item4 ofthe Declarations including theApplication herefor, the Declarations and Schedules hereto and any Endorsements at any time endorsed hereon; (r) "POLICY PERIOD" means the period set forth in Item 4 of the Declarations commencing with the Inception Date and terminating with the effective date of cancellation or the Expiration Date; ($) "POLLUTANT means any solid, liquid, gaseous or thermal irritant, contaminant or toxic or hazardous substance or any substance which may, does or is allegedto affectadversely the environment property, persons or animats, including smoke, vapor, soot, fumes, adds, alkalis, chemicals and WASTE; (t) `PROPERTY DAMAGE" means: (1) physical injury to or destruction of tangible property including the loss of use thereof at any time resulting therefrom; or (2) loss of use of tangible property which has hot been physically injured or destroyed; (u) "RETROACTIVE DATE" means the time and date stated in Item 5 of the Declarations or, with respectto any Potential Additional INSURED, the date provided for in paragraph (6) of Definition (i); (v) `ULTIMATE NET LOSS" means the total sum which tire INSURED shall become obligated to pay as DAMAGES and/or DEFENSE EXPENSES on account Of PERSONAL INJURY, PROPERTY DAMAGE or ADVERTISING OFFENSE, either by final judgment against the INSURED after trial or by settlement approved in writing by the COMPANY after making proper deduction for all recoveries and salvages collectible; (w) "WASTE" means POLLUTANTS that are or are to be disposed of or stored for or as disposal, or are to be or are being recycled, reconditioned or reclaimed; (x) "WATERCRAFT means any ship orvessel of whatevertype including, but not limited to, cargo vessels, passenger vessels, other vessels used for transport, towboats and barges, vessels used in the construction of pipelines, platformsorotherfacilities, storage vessels, tanker vessels, drill ships, offshore drilling platforms, drilling barges (including, withoutlimitation, submersibtedril! barges, semi-submersible drill barges and self-elevating drill barges) and all other vessels of whatever nature and description, all whether or not self-propelled. IN WITNESS WHEREOF, each of the members of the COMPANY has caused this POLICY to be signed on its behalf by the President and a Secretary of the COMPANY and countersigned on the Declarations Page by a duly authorized agent of the COMPANY. AEIA-1 (1-92) [17 Of 17] GLD055859 Schedules A. Subsidiaries or affiliates which form part of the NAMED INSURED--See Definition (i)(2)(B) See Schedule A attached to application_________________________ .________ B. Additional premiums for the EXTENDED REPORTING PERIOD --See Coverage (b) Year at Extended Repotting Period PerCertaf Premium Stated In KemS ofthe OecferatfcmB Year of Extended Reporting Period Percenter Premium Stated bn Item ft ofthe Decimations 1st year 10% 6th year 5% 2nd year 8% 7th year 5% 3rd year 6% 8th year 5% 4th year 6% 9th year 5% 5th year 5% 10th year 5% C. COMPANY'S Short Rate Table -- SAee Cond..it..ion /(qv) Subsequent years 5* In Foies For Cartel Premium Staled In Item 6 ofthe Dedamtions 1______________________ 5% 2 3-4____________________ 6 7 MieMmMie*e<eeeemteM<ee*e* 7-8 9-10 1f.19 8 9 10 11 13-14_______ 12 1S-1ft ................................. 13 17-18 19-20 21-22_______ 23-25____ ______________ 26^9 14 15 16 17 18 30-32 ....... ... 33-36 19 20 37-40__________ ______ 21 41-43__________________ 22 44-47___________ 23 49*51 *mimMNeMNeeeemteM 24 52-54..____ 25 s#u .......................... 26 59-62___________ _______ 27 03*95 leiMHimetwHNMiieeeMeHfi 66-69 70-73......... ......... ............ 28 29 30 74*76 77-80___________________ R1-R3 .................... 84-87............. .................. 31 32 33 34 88-91___________________ 35 92-94........ 36 Days Policy In Fores PerCert of Premium Stated bt Items of the DeetamBons Q&Aft 37% 99-102............ eeeeeeeeeeeeeeee 38 103-105______ eeeeeeeeeeeeeee 39 106-109______ eeee*ee~e.eee 40 110-113............ eeeeeeeeeeeeeee 41 114-lift 42 117-120______ 43 121-124______ e eeoeeeeeeee 1PK.1P7 44 45 128-131 -.... . 46 132-135 ........... 47 136-138______ 48 139-142______ 143.14ft 147*149______ ______ Ififl-ISft 49 50 51 52 154-156______ 53 157-160______ 54 161-164______ 55 165-167...... 56 168-171______ 57 172-175______ 58 176-176______ 59 179-182______ M<etMeMM* 60 183-187______ 61 188-191______ 62 192-196______ '63 197-200______ 64 201-205______ 65 206-209______ 66 210-214 .. ........ ............... 67 215-218______ eeeeeeeeeeeeieeee 68 PerCent of Premium Dam Stated In Item * PIn F#or.ce ofthe Daciarations P1JWPS ...... 224-228____ __________ 70 229-232 ........ --..... 71 233-237____ _____ 72 ' 238-241 ____ 242-246____ _____ 74 247-250____ .......... 75 251-255____ _____ 76 256-260____ .......... 77 261-264____ eeeeeea .......... 78 265-269____ ................................ 79 270-273____ .......... 80 274-278____ >.H*Meia .......... 81 279-282____ 283-287____ .......... 83 288-291 ____ .......... 84 292-296____ .*4*ee.ee........... 85 297-301 ____ .......... 86 302-305____ .......... 87 306-310____ .......... 88 311-314____ >M..maere--..... 89 315-319____ ..... ..... 90 320-323____ 324-328____ ..... . 92 329-332------- 333-337____ .......... 94 336-342____ eeeeeeeeee* 90 343-346____ ..... ......... 96 347-351 ____ 97..................... 352-355_________ ....................... .. 98 356-360_________..................... 99 361-365____ ______ 100 D. WATERCRAFT and risks not excluded under Exclusion (b). See Attached AEIA-13 (1-92) 1 oM GLD055860 0049-GLD-000055860 AMERICAN EXCESS INSURANCE ASSOCIATION D. WATERCRAFT and risks not excluded under Exclusion (b): 1. Excess of $ 100 million, all owned and chartered or leased WATERCRAFT' shown in Exhibit 3 ofthe renewal submission. 2. Excess of $100 million on all non-owned WATERCRAFT less than 125 feet and not used to transport third parties or products ofthird parties. 3. PERSONAL INJURY or PROPERTY DAMAGE arising out ofa WATERCRAFT which fall within the definition of INSURED'S PRODUCTS. 4. Coverage for "Norman" is excluded. GiD055861 0049-GLD-000055861 LIABILITY OF INSURERS ENDORSEMENT Endorsement Number 1. Effective Date of Endorsement October 1st 1995 Attached to and forming part of POLICY Number HR000G99795 NAMED INSURED_____ Hanson PLC it is hereby understood and agreed between the NAMED INSURED and the insurance companies listed below, which are toe members of AMERICAN EXCESS INSURANCE ASSOCIATION (referred to in the POLICY as "toe COMPANY"), as follows: (1) the insurance afforded by this POLICY Is provided by the severe! separate insurance companies fisted below (hereafter the Insurance companies*) and not by toe AMERICAN EXCESS INSURANCE ASSOCIATION which is not an insurance company; (2) the liability of the insurance companies shall be several and not joint The liability of each insurance company shall be separateand apart/rom toeliabilities ofall otherinsurance companies and In no event shall any insurance company participate in the liability of any other insurance company; (3) the maximum liability of ail toe instance companies shall be the total of toe percentage participations of such insurance companies as listed below, which total of percentage participations is *9, $ 50,000,000 ; % of (4) each insurance company shall onlybe labieunderthe POLJCYfortoe percentage, set opposite its name below, of any ULTIMATE NET LOSS; provided that: (A) in the event thatthe total ofthe percentage participations of the insurance companies listed below is (ess than 100% of $ 50,000,000 _ t then, in respect of any ULTIMATE NET LOSS, irrespectiveofthe amountthereof, the INSURED shall have no light of recovery underthis POLICY for the uninsured percentage of such ULTIMATE NET LOSS, which uninsured percentage is the percentage by which such total of the percentage participations is less than 100%; (B) in no event shall any insurance company pay more than toe percentage set opposite its name of the amount slated In Item 2 of the Declarations as the COMPANY'S Limit of Liability; (C) in the event that any insurance company for any reason whatsoever, including but not limited to the Insolvency or financial impairment of such insurance company, is unable or refuses to indemnityany INSURED in respectofthepercentageofany ULTIMATE NETLOSS forwhich such insurance company is liable, no other insurance company or companies shall be liable tor such percentage and toe INSURED shall have right of recovery of such percentage only from the insurance company which is so unable or so refuses. INSURANCE COMPANIES PERCENTAGE PARTICIPATION The Aetna Casualty and Surety Company Continental Casualty Company Continental Insurance Company Employers Reinsurance Corporation Federal insurance Company Fireman's Fund insurance Company General Accident Insurance Company of America The General Star National Insurance Company The Indemnity insurance Company of North America NAC Reinsurance Corporation North American Specialty Insurance Company St. Paul Fire and Marine insurance Company The Travelers indemnity Company Zurich Insurance Company, U.S. Branch 19.58% 6.89% 6.65% 2.60% 5.70% 5.79% 1.04% 5.21 % 10.42% 5.79% 5.79% 5.79% 12.16% 6.59% Signature of Authorized Representative .AEIA-2 (1-92) 1 of 1 GLD055862 0049-GLD-000055862 MANDATORY ENDORSEMENT (For Use on Policies Issued in New Jersey) Pursuant to New Jersey Law, this POLICY cannot be canceled or non-renewed for any underwriting reason or guideline(s) which is (are) arbitrary or capricious or unfairly discriminatory or without adequate prior notice to the NAME INSURED. The underwriting reasons or guidelines that an insurer can use to cancel or non-renew this POLICY are maintained by the insurer in writing an will be furnished to the NAMED INSURED and/or the NAMED INSURED'S lawful representative upon written request. This provision shall not apply to any POLICY which has been in effect for less than 60 days at the time notice of cancellation is mailed or delivered, unless the POLICY is a renewal policy. AEIA-S-9 (1-92) 1 of 1 GLD055863 0049-GLD-000055863 AMERICAN EXCESS INSURANCE ASSOCIATION DESIGNATED PRODUCT ENDORSEMENT In accordance with die provision ofparagraph (2) (B) ofSection V Definition (1) "OCCURRENCE" ofthis POLICY, it is understood and agreed between the NAMED INSURED and the COMPANY that this POLICY is hereby amended as indicated below. All the other items ofthis POLICY remain unchanged. With respect to PERSONAL INJURY and PROPERTY DAMAGE resulting from a use-ofonly the INSURED'S PRODUCTS which are listed in the Schedule to this Endorsement (1) the RETROACTIVE DATE shall be 12:01 a.m. at the address ofthe NAMED INSURED on the 1st dav of October . 1986 : and (2) (A) the commencement ofany PERSONAL INJURY or PROPERTY DAMAGE which results from a use ofsuch INSURED'S PRODUCTS prior to the RETROACTIVE DATE stated in this Endorsement; or (B) any knowledge or notice ofany defect or hazard or any alleged defect or hazard associated with such INSURED'S PRODUCTS or with any similar products ofany INSURED causing or allegedly causing such PERSONAL INJURY or PROPERTY DAMAGE, which knowledge or notice the INSURED had at the Inception Date stated in Item 4 ofdie Declarations; shall not preclude an OCCURRENCE under this POLICY with respect to PERSONAL INJURY or PROPERTY DAMAGE which commences subsequent to the RETROACTIVE DATE stated in this Endorsement and shall not be deemed to mean that such PERSONAL INJURY or PROPERTY DAMAGE was either expected or intended by the INSURED or should have been expected or intended from the standpoint of a reasonable INSURED; provided, however, that coverage is provided under this Endorsement only: (1) for that PERSONAL INJURY or PROPERTY DAMAGE, resulting from that use ofsuch INSURED'S PRODUCTS, which takes place on or subsequent to the RETROACTIVE DATE stated in tins Endorsement and for which there was no coverage under any other insurance policy whose policy period has ended (regardless ofwhether such policy was renewed) prior to or at the Inception Date stated in Item 4 ofthe Declarations; and (2) where the NAMED INSURED first becomes aware ofsuch PERSONAL INJURY or PROPERTY DAMAGE on or subsequent to the RETROACTIVE DATE stated in this Endorsement; and (3) ifthe OCCURRENCE from which such PERSONAL INJURY or PROPERTY DAMAGE arises has not resulted, to the knowledge ofthe NAMED INSURED at the time the NAMED INSURED signed the application for this POLICY, in PERSONAL INJURY or PROPERTY DAMAGE prior to the POLICY PERIOD to more than the number ofpersons or entities specified in the Schedule ofthis Endorsement with respect to each INSURED'S PRODUCT listed therein. AEIA-5 (1-92) 1 of 2 GLD055864 0049-GLD-000055864 INSURED'S PRODUCTS SCHEDULE SPECIFIED NUMBER All INSURED'S PRODUCTS Not more than 200 Claims per entity per years since 1984 This Endorsement forms a part ofthe POLICY to which attached, effective on the Inception Date ofthe POLICY unless otherwise stated herein. (The information below is required only when this Endorsement is issued subsequent to preparation ofdie POLICY.) Policy No.: ___________________ Endorsement Effective Date:__________ Endorsement No.:__________________ 3 NAMED INSURED:________________ Countersigned by: Authorized Representative AEIA-S (1-92) 2 of 2 6LD055865 0049-GLD-000055865 AMERICAN EXCESS INSURANCE ASSOCIATION INSURANCE COMPANY ERRORS & OMISSIONS EXCLUSION It is agreed that the POLICY does not apply: (1) to any obligation assumed by an INSURED or any employee or agent ofan INSURED under any insurance binder or contract ofinsurance, suretyship, or reinsurance; (2) to PERSONAL INJURY, PROPERTY DAMAGE or ADVERTISING OFFENSE, arising out of errors or omissions in writing or failing to write, continue or renew any contract ofinsurance, suretyship, or reinsurance; (3) to DAMAGES arising out ofthe settlement ofor Mure to settle any claims made under any contract ofinsurance, suretyship or reinsurance; (4) to PERSONAL INJURY, PROPERTY DAMAGE or ADVERTISING OFFENSE arising out of or resulting from the negligent, inadequate or incomplete performance of or Mure to perform inspection and engineering sendees including the making ofreports in connection with any contract of insurance, suretyship or reinsurance. This endorsement forms a part ofthe POLICY to which attached, effective on die Inception Date of the POLICY unless otherwise stated herein. (The information below is required only when this endorsement is issued subsequent to preparation of the POLICY.) Policy No.:____________________ Endorsement Effective Date:__ Endorsement No.:__________ 4 NAMED INSURED:__________ Countersigned by: Authorized Representative AEIA-20 (1-92) 1 of 1 GLD055866 0049-GLD-000055866 AMERICAN EXCESS INSURANCE ASSOCIATION OWNED AIRCRAFT ENDORSEMENT It is agreed that Section DDL Exclusion (g) ofthe POLICY is amended to include the following as its last paragraph: (g) This Exclusion (g) does not apply to the maintenance, service, ownership, use, operation, loading or unloading of any Aircraft if such Aircraft is. owned or chartered without crew by or on behalfofthe NAMED INSURED, or if such Aircraft is being operated by any person in the course ofhis employment by the NAMED INSURED and is owned by such person; 1) As respects only the coverage which is provided by this endorsement. Item 3 ofthe Declarations page is amended to read as follows: PER OCCURRENCE UNDERLYING AMOUNT: $500,000,000. This Endorsement forms a part ofthe POLICY to which attached, effective on the Inception Date of the POLICY unless otherwise stated herein. (The information below is required only when this Endorsement is issued subsequent to preparation ofthe POLICY.) Policy No.:__________ ;________ Endorsement Effective Date:__ Endorsement No.:___________ 5 Named Insured:_______________ Additional Premium: $________ Countersigned by: Authorized Representative AEIA-34 (1-92) lofl GLD055867 0049-GLD-000055867 AMERICAN EXCESS INSURANCE ASSOCIATION PROPERTY DAMAGE TO INSURED'S PRODUCTS OR OPERATIONS EXCLUSION REVISION ENDORSEMENT 1. It is agreed that Section in Exclusion (k) (2) ofthe POLICY is amended to read as follows: (2) (A) PROPERTY DAMAGE to any portion or section ofthe INSURED'S PRODUCTS ifsuch PROPERTY DAMAGE arises out ofthat portion or section of such products; or (B) PROPERTY DAMAGE to that particular part of OPERATIONS completed by the INSURED, if such PROPERTY DAMAGE arises out ofthat particular part of OPERATIONS, or out of materials, parts or equipment furnished in connection therewith; or This Endorsement forms a part of the POLICY to which attached, effective on the Inception Date ofthe POLICY unless otherwise stated herein. (The information below is required only when this Endorsement is issued subsequent to preparation ofthe POLICY.) Polity No.:___________________ Endorsement Effective Date:__ Endorsement No.:___________ 6 NAMED INSURED:_________ Countersigned by: AEIA-SP-l Authorized Representative GLD055868 0049-GLD-000055868 AMERICAN EXCESS INSURANCE ASSOCIATION POLLUTION EXCLUSION REVISION ENDORSEMENT It is agreed that Section m Exclusion (c) to the POLICY is deleted in its entirety and replaced by the following: (c) (1) PERSONAL INJURY, PROPERTY DAMAGE or ADVERTISING OFFENSE directly or indirectly arising out of: (A) the actual, alleged or threatened discharge, dispersal, release, seepage, or escape ofany POLLUTANT into or upon any person, place or thing including land or other real estate, any man-made structure, the atmosphere, any water or watercourse whether above or below ground or otherwise into the environment, however caused and whenever happening; or (B) any direction or request, whether governmental or otherwise, that the INSURED evaluate, test for, monitor, clean up, remove, control, contain, treat, detoxify or neutralize any POLLUTANT or the actual, alleged or threatened discharge, dispersal, release, seepage or escape thereof; provided, however, except as provided in paragraph (2) ofthis Exclusion (c), subparagraphs (1)(A) and (B) ofthis Exclusion (c) shall not apply to PERSONAL INJURY, PROPERTY DAMAGE or ADVERTISING OFFENSE arising out of or alleged to arise out of: (x) INSURED'S PRODUCTS; (y) a discharge, dispersal, release, seepage or escape of POLLUTANTS caused solely by unintended fire, explosion, lightning, or a collision or overturning ofan AUTOMOBILE or railroad vehicle; or (z) a single or intermittent discharge, dispersal, release or escape of POLLUTANTS, which ceases within seven (7) days ofits first commencement, provided that it results in PERSONAL INJURY or PROPERTY DAMAGE which commences and is discovered within seven (7) days after the time such discharge, dispersal, release or escape first commences; (2) The exceptions to subparagraphs (1)(A) and (B) of this Exclusion (c) which are contained in subparagraphs (l)(y) and (z) ofthis Exclusion (c), shall in no event apply to the cost ofevaluating, testing for. AEIA-SP-2 1 of2 GLD055869 0049-GLD-000055869 monitoring, clearing up, removing, controlling, containing, treating, detoxifying and/or neutralizing the discharge, dispersal, release, seepage and/or escape ofany POLLUTANT on property at any rime owned, leased and/or rented by the INSURED and/or under the control ofthe INSURED; This Endorsement forms a part ofthe POLICY to which attached, effective on the Inception Date ofthe POLICY unless otherwise stated herein. (The information below is required only when this Endorsement is issued subsequent to preparation ofthe POLICY.) Policy No.:____________________ Endorsement Effective Date:__ Endorsement No.:___________ 7 NAMED INSURED: Countersigned by: Authorized Representative AEIA-SP-2 2 of 2 GLD055870 0049-GLD-000055870 AMERICAN EXCESS INSURANCE ASSOCIATION AMENDMENT OF L COVERAGE It is agreed that L COVERAGE ofthe POLICY is replaced by the following: L COVERAGE (a) The COMPANY shall indemnify the INSURED for ULTIMATE NET LOSS which the INSURED shall become legally obligated to pay by reason ofliability imposed upon the INSURED by law or liability ofothers assumed by the INSURED under contract or agreement because ofPERSONAL INJURY, PROPERTY DAMAGE or ADVERTISING OFFENSE anywhere, which results from an OCCURRENCE, notice ofwhich shall have been first given to the COMPANY (in accordance with Condition (c) hereof): (1) by the NAMED INSURED during the POLICY PERIOD; (2) by the NAMED INSURED during any EXTENDED REPORTING PERIOD which the NAMED INSURED shall have elected to secure (or continue) or during the sixty day grace period provided in accordance with the following paragraph 1(b); or (3) by any former subsidiary or affiliate ofthe NAMED INSURED during any EXTENDED REPORTING PERIOD that may arise in accordance with Condition (m) hereof, provided, however, that in no event shall there be coverage under this POLICY for any liability ofany INSURED with respect to any OCCURRENCE, PERSONAL INJURY. PROPERTY DAMAGE or ADVERTISING OFFENSE for which there is, or but for the issuance of this POLICY would be, any coverage in any amount provided under any other policy issued by the COMPANY to the INSURED, irrespective of whether such other policy is issued prior to, simultaneously with or subsequent to this POLICY. (b) In the event ofcancellation or nonrenewal ofthis POLICY by the NAMED INSURED or the COMPANY, other than cancellation for nonpayment ofpremium, the NAMED INSURED may elect to secure an EXTENDED REPORTING PERIOD for an ANNUAL PERIOD and thereafter may elect annually to continue such EXTENDED REPORTING PERIOD, for such INSUREDS as the NAMED INSURED shall designate, by giving the COMPANY written notice of such election not less than ten (10) days prior to the earlier ofthe Expiration Date stated in Item 4 cf the Declarations or the effective date ofcancellation ofthe POLICY, or the expiration date ofeach ANNUAL PERIOD, and by paying to the COMPANY the applicable annual premium for such EXTENDED REPORTING PERIOD as set forth in the attached Schedule B no later than the date of commencement ofthe corresponding ANNUAL PERIOD. In the event that this POLICY is not renewed or is cancelled, and the INSURED does not elect to secure an EXTENDED REPORTING PERIOD, then, subject to ail other terms and conditions ofthis POLICY, there shall be allowed a grace period of sixty (60) days during which an INSURED shall be entitled to give written notice ofan OCCURRENCE to the COMPANY, which grace period shall commence immediately following the earlier ofthe Expiration Date stated in Item 4 ofthe Declarations or foe effective date of cancellation ofthe POLICY, as applicable. Where notice in accordance with Condition (c) ofan OCCURRENCE is first given during an EXTENDED REPORTING PERIOD or the sixty day grace period, it shall be deemed to have been given during the POLICY PERIOD ofthis POLICY forpurposes of the application ofthe terms of this POLICY, including, but not by way of limitation, the COMPANY'S Limit of Liability and file PER OCCURRENCE UNDERLYING AMOUNT. AEIA-SP-3 1 of 2 GLD055871 0049-GLD-000055871 This forms a part ofthe POLICY to which attached, effective on the Inception Date ofthe POLICY unless otherwise stated herein. (The information below is required only when this Endorsement is issued subsequent to preparation ofthe POLICY.) Polity No.:.. ____________ Endorsement Effective Date:_____________ Endorsement No.:1 NAMED INSURED: ____________________ Countersigned by: Authorized Representative AEIA-SP-3 2 of 2 GLD055872 0049-GLD-000055872 American Excess Insurance Association (Herein called the "Company") EXCESS INDEMNITY POLICY POLICY NUMBER:HRO00099795 THIS IS A REPORTED OCCURRENCE POLICY THAT CONTAINS CERTAIN FEATURES THAT ARE ANALOGOUS TO THE ONES FOUND IN CLAIMS MADE POLICIES. PLEASE READ THE ENTIRE POLICY CAREFULLY. INSURANCE UNDER THIS POUCY IS PROVIDED BY SEVERAL SEPARATE INSURERS, WHO ARE ALL MEMBERS OF THE AMERICAN EXCESS INSURANCE ASSOCIATION. THE LIABILITY OF THESE INSURERS IS SEVERAL AND NOT JOINT AND IS SET OUT SPECIFICALLY IN ENDORSEMENT NUMBER 1 WHICH IS ATTACHED TO AND FORMS PART OF THIS POUCY. Words and phrases that appear in all capital letters have the special meanings set forth in Section V--DEFINITIONS. Item 1: NAMED INSURED: Declarations HANSON PLC Address of NAMED INSURED: 99 WOOD AVENUE,. SOUTH ISELIN, NJ 03830 Item 2: COMPANY'S Limit of Liability under this POLICY in the aggregate for all covered OCCURRENCES: $50,000,000.00 part of $50,000,000.00. See Endorsement Number l to this POLICY. Item 3s PER OCCURRENCE UNDERLYING AMOUNT: 100,000,000.00 Item 4: POLICY PERIOD: Prom 12:01 A.M.* on the 1ST day of October, 1995. To 12:01 A.M.* on the 1ST day of October, 1996. ("Inception Date"). ("Expiration Date"). Item St RETROACTIVE DATE: 12:01 A.M.* on the 1ST day of October, 1986. Item 6: Plat Premium for the POLICY PERIOD: 704,000.00 Item 7: Representative of COMPANY: Farmington Management, Inc. RiverBend Executive Park 77 Kartland Street East Hartford, CT 06108 Attention: The President "DEFENSE EXPENSES" ARE INCLUDED IN THE UMIT OF LIABILITY OF THE POLICY AND ARE IN THE "PER OCCURRENCE UNDERLYING AMOUNT' AEIA-1 (1-92) [1 of 17] GLD055873 0049-GLD-000055873 * **. r >! '* S'*'< Declarations continued Item 8: Representative ofNAMED ENSURED: HANSON PLC 99 WOOD AVENUE, SOUTH ISELEN, NJ 08830 ATTN: DONALD L.SCHOENEWOLF DIRECTOR OF RISK MANAGEMENT Item 9: Endorsements attached at POLICY issuance: 1. Liability ofInsurers Endorsement, AEIA-2 2. New Jersey Mandatory Endorsement, AEIA-S-9 3. Designated Products Endorsement, AEIA-5 4. Insurance Company Errors & Omissions Exclusion, AELA-20 5. Owned Aircraft Endorsement, AEIA-34 6. Property Damage to Insured's Products or Operations Exclusion Revision Endorsement, AEIA-SP-1 7. Pollution Exclusion Revision Endorsement, AEIA-SP-2 8. Amendment to I. Coverage, AEEA-5P-3 American Excess In Association Countersigned by. (Authorized Representative) 'Standard Time at the address of the NAMED INSURED as stated herein. .AEIA-1 (1-92) [2 of 17] GLD055874 0049-GLD-000055874 Insuring Agreements In consideration of the payment of the premium and in reliance on ali statements made and information furnished by the NAMED INSURED to the COMPANY, including the representations and warranties made in the Application for this POLICY which is hereby made a part hereof, and subject to the foregoing Declarations which are hereby made a part hereof, and subject to all of the terms of this POLICY, the COMPANY and the NAMED INSURED agree as folows: I. COVERAGE (a) The COMPANY shall indemnify the INSURED for ULTIMATE NET LOSS which the INSURED shall become legally obligated to pay by reason of liability imposed upon the INSURED by law or liability of others assumed by the INSURED under contract or agreement because of PERSONAL INJURY, PROPERTY DAMAGE or ADVERTISING OFFENSE anywhere in the world, (1) which results from an OCCURRENCE, notice of which shall have been first given to the COMPANY {in accordance with Condition (c) hereof): (A) by the NAMED INSURED during the POLICY PERIOD: (B) by the NAMED INSURED during any EXTENDED REPORTING PERIOD which the NAMED INSURED shall have elected to secure (or continue) or during the sixty day grace period provided in accordance with the following paragraph 1(b); or (C) by any former subsidiary or affiliate of the NAMED INSURED during any EXTENDED REPORTING PERIOD that may arise in accordance with Condition (m) hereof; and (2) for which a CLAIM is made against the INSURED and of which CLAIM the NAMED INSURED has given written notice to the COMPANY within ten (10) years from the earlier of the Expiration Date stated in Item 4 of the Declarations or the effective date of cancellation of the POLICY, regardless of whether any EXTENDED REPORTING PERIOD(S) have been purchased; provided, however, that in the event a CLAIM is made against an INSURED by a claimant who is a minoror by a claimant who is otherwise incompetent under applicable law, written notice of any CLAIM may be given to the COMPANY, (i) in the case of a CLAIM made by a minor, during the period of time during which such claimant is a minor and including any periods subsequent thereto pursuant to any law tolling the application of applicable statutes of limitations, if any, as determined by the laws of the state of such claimant's domicile at the time of the OCCURRENCE, and, (ii) in the case of a CLAIM made by a claimant who is otherwise incompetent, within the period of time allowed by the law applicable to such claimant's disability at the time of the OCCURRENCE; provided, however, that in no event shall there be coverage under this POLICY for any CLAIMS by a claimant who is a minor or by a claimant who is otherwise incompetent not reported to the COMPANY in writing within twenty-five (25) years from the earlier of the Expiration Date stated in item 4 of the Declarations or the effective date of cancellation of the Policy; and provided further, fiat in no event shall there be coverage under this POLICY for any liability of any INSURED with respect to any OCCURRENCE, PERSONAL INJURY, PROPERTY DAMAGE or ADVERTISING OFFENSE for which there Is, or but for the issuance of this POLICY would be, any coverage in any amount provided under any other policy issued by the COMPANY to the INSURED, irrespective of whether such other policy is issued prior to, simultaneously with or subsequent to this POLICY. (b) In the event of cancellation or nonrenewal of this POLICY by the NAMED INSURED or the COMPANY, other than cancellation for nonpayment of premium, the NAMED INSURED may elect to secure an EXTENDED REPORTING PERIOD for an ANNUAL PERIOD and thereafter may.elect annually to continue such EXTENDED REPORTING PERIOD for no more than nine (9) additional ANNUAL PERIODS, for such INSUREDS as the NAMED INSURED shall designate, by giving the COMPANY written notice of such election not less than ten (1D) days prlorto the earlier of the Expiration Date stated in item 4 of the Declarations or the effective date of cancellation of the POLICY, or the expiration date of each ANNUAL PERIOD, and by paying to the COMPANY the applicable annual premium for such EXTENDED REPORTING PERIOD as set forth in the attached Schedule B no later than the date of commencement of the corresponding ANNUAL PERIOD. In the event that this POLICY is net renewed or is cancelled, and the INSURED does not elect to secure an EXTENDED REPORTING PERIOD, then, subject to all other terms and conditions of this POLICY, AEIA-1 (1-92) [3 of 17] GLD055875 0049-GLD-000055875 there shall be allowed a grace period of sixty (60) days during which an INSURED shall be entitled to give written notice of an OCCURRENCE to the COMPANY, which grace period shall commence immediately following the earlier of the Expiration Date stated in item 4 of the Declarations, or the effective date of cancellation of the Policy, as applicable. Where notice in accordance with Condition (c) of an OCCURRENCE is first given during an EXTENDED REPORTING PERIOD or the sixty day grace period, it shall be deemed to have been given during the POLiCY PERIOD of this POLICY for purposes of the application of the terms of this POLICY, including, but not by way of limitation, the COMPANY'S Limit of Liability and the PER OCCURRENCE UNDERLY ING AMOUNT. II. LIMIT OF LIABILITY (a) Subject to all of the terms hereof, In accordance with Condition (f), and as provided in Endorsement Number 1 to this POLICY, the COMPANY shall, with respect to any OCCURRENCE covered pursuant to paragraph I hereof, indemnify the INSURED for that amount of any ULTIMATE NET LOSS which is in excess of the greater of either (1) ULTIMATE NET LOSS in the amount of the PER OCCURRENCE UNDERLYING AMOUNT; or (2) ULTIMATE NET LOSS in the amount payable by collectible OTHER INSURANCE with respect to any OCCURRENCE; and then only up to the amount stated in Item 2 of the Declarations as the COMPANY'S Umit of Liability, which amount is the maximum amount payable by the COMPANY underthis POLICY in the aggregate with respect to all ULTIMATE NET LOSSES arising from any and all OCCURRENCES, irrespective of the period or periods over which any OCCURRENCE, loss, PERSONAL INJURY, PROPERTY DAMAGE or ADVERTISING OFFENSE occurs or the number of such OCCUR RENCES, losses, PERSONAL INJURIES, PROPERTY DAMAGES orADVERTISING OFFENSES, and irrespective of whether the notice of OCCURRENCE is given during the POLICY PERIOD, during the sixty day grace period in paragraphs l.(b), or during any applicable EXTENDED REPORTING PERIOD. (b) Only ULTIMATE NET LOSS which would be covered by this POLICY (if the terms of this POLICY were satisfied), but for the amount of such ULTIMATE NET LOSS and/or the existence of OTHER INSUR ANCE, is included within the ULTfMATE NET LOSS referred to in paragraphs ll(a)(l) and (2) above. (c) Neither: (1) the inclusion or addition hereunder of more than one INSURED, nor (2) any EXTENDED REPORTING PERIOD secured in accordance with paragraph 1(b), and or arising in accordance with Condition (m) hereof, shall operate to reinstate the COMPANY'S Limit of Liability or increase it beyond that set forth in item 2 of the Declarations or to extend tine POLICY PERIOD. III. EXCLUSIONS This POLICY shall not apply to any liability or alleged liability of the INSURED for: (a) PERSONAL INJURY, PROPERTY DAMAGE or ADVERTISING OFFENSEfor which the INSURED has assumed liability under any contractor agreement, if such PERSONAL INJURY, PROPERTY DAMAGE or ADVERTISING OFFENSE occurred prior to toe time such contract or agreement became effective; (b) PERSONAL INJURY, PROPERTY DAMAGE or ADVERTISING OFFENSE in any manner arising out of the design, construction, maintenance, manning, ownership, operation or use of any WATERCRAFT; provided, however, that this Exclusion (b) shall not apply with respect to: (1) toe loading or unloading of any WATERCRAFT at premises owned, leased or controlled by the INSURED; or (2) WATERCRAFT or risks fisted on Schedule D hereto; <c) (1) PERSONAL INJURY, PROPERTY DAMAGE or ADVERTISING OFFENSE directly or indirectly arising out of: (A) the actual, alleged or threatened discharge, dispersal, release, seepage, or escape of any POLLUTANT into orupon any person, placeorthing including landorother real estate, any man made structure, the atmosphere, any water or watercourse whether above or below ground or otherwise into the environment however caused and whenever happening; or (5) any direction or request, whether governmental or otherwise, toatthe INSURED evaluate, test for, monitor, clean up, remove, control, contain, treat, detoxify or neutralize any POLLUTANT AEIA-1 (1-92) (4 of 17j GLD055876 0049-GLD-000055876 or the actual, alleged orthreatened discharge, dispersal, release, seepage or escape thereof; provided, however, except as provided in paragraph (2) of this Exclusion (c), subparagraphs (1)(A) and (B) of this Exclusion (c) shall not apply to PERSONAL INJURY, PROPERTY DAMAGE or ADVERTISING OFFENSE arising out of or alleged to arise outof such discharge, . dispersal, release, seepage or escape caused solely by: (x) unintended fire or explosion, or lightning; (y) a collision or overturning of an AUTOMOBILE or railroad vehicle; or (z) a single or intermittent discharge, dispersal, release or escape, which ceases within seven {7} days of its first commencement, of: (i) POLLUTANTS, other than herbicides, pesticides or defoliants, which constitute die INSURED'S PRODUCTS; (ii) POLLUTANTS, otherthan herbicides, pesticides ordefoliants, where such discharge, dispersal, release or escape is caused by or results from the INSURED'S PROD UCTS, other than products that are specifically designed, intended or marketed to evaluate, test for, monitor, treat, detoxify or neutralize POLLUTANTS; or (iii) POLLUTANTS from premises owned, leased, rented or controlled by the INSURED; and provided that such discharge, dispersal, release or escape results in PERSONAL INJURY or PROPERTY DAMAGE which commences and is discovered within seven (7) days after the time such discharge, dispersal, release or escape first commences; (2) The exception to subparagraphs (1)(A) and (B) of this Exclusion (c) which are contained in subparagraphs (1 )(x), (y) and (z) of this Exclusion (c), shall in no event apply to: (A) PROPERTY DAMAGE directly or indirectly arising out of: (i) underground or underwater operations of the INSURED; and/or (ii) removalof,lossofordamagetoundergroundorunderwateroil,gasoranyothersubstance; (B) the cost of evaluating, testing for, monitoring, cleaning up, removing, controlling, containing, treating, detoxifying and/or neutralizing the discharge, dispersal, release, seepage and/or escape of any POLLUTANT on property at any time owned, leased and/or rented by the INSURED and/or under the control of the INSURED; or (C) PERSONAL INJURY, PROPERTY DAMAGE or ADVERTISING OFFENSE directly or indi rectly arising out of the actual, alleged or threatened discharge, dispersal, release, seepage or escape ofanyPOLLUTANTfromanyunde^roundorunderwatertank, piping orothercontainer of any type unless the immediate cause of such discharge, dispersal, release, seepage or escape is unintended fire or explosion, or lightning, or collision or overturning of an AUTOMO BILE or railroad vehicle; (d) ADVERTISING OFFENSE arising out of: (1) failure of performance of contract, other than tee unauthorized appropriation of ideas based upon alleged breach of implied contract; (2) incorrect description or mistake in advertised price of goods, products or services sold, offered for sale or advertised; or (3) the failure of goods, products or services to conform to advertised qualify or performance; (e) PERSONAL INJURY or PROPERTY DAMAGE due to "War", whether or not declared, or any act or condition incident to "WaY but this Exclusion (e) applies only to liability assumed under a contract or agreement. As used in this Exclusion (e) "War" indudes war, civil war, insurrection, rebellion or revolution. (f) PERSONAL INJURY, PROPERTY DAMAGE or ADVERTISING OFFENSE arising out of asbestos, tobacco or tobacco products, dioxin, asbestiform talc, diethylstibesterol, urea formaldehyde or any intrauterine device; (g) PERSONAL INJURY, PROPERTY DAMAGE or ADVERTISING OFFENSE arising out of the design, manufacture, construction, maintenance, sen/ice, ownership, use, operation, loading or unloading of: (1) any "Aircraft", "Spacecraft", "Missile" or "Launch Vehicle", any component part or equipment thereof or any other navigational or aviation equipment comprising tee INSURED'S PRODUCTS; or (2) any "Aircraft" and taking place subsequent to tee instant of its very first movement under its own power (regardless of whether this movement is for the purpose of flight, testing or otherwise); or AEIA-f (f-92) .............................................................. - t5:of-171 GLD055877 0049-GLD-000055877 (3) any "Spacecraft*, "Missile" or "Launch Vehicle" and taking place subsequent to its arrival at the site of its first launch (regardless of whether this lau rich is for the purpose of flight, testing or otherwise); provided, however, that this Exclusion (g) shall not apply with respect to PERSONAL INJURY, PROPERTY DAMAGE or ADVERTISING OFFENSE arising out of the use, operation, loading or unloading of any 'Aircraft" not comprising the INSURED'S PRODUCTS which is neither owned by an INSURED norchartered withoutcrew by or on behalf ofan INSURED, and which is not being nor has been designed, manufactured, constructed, maintained or serviced by or on behalf of an INSURED. As used in this Exclusion (g): "Aircraft" means any vehicle designed to be used primarily in the air and to be supported by the dynamic reaction ofthe air upon the vehicle's wings or rotoitlades, and/or by the vehicle's buoyancy in the air. The term "Aircraft" does not include "Spacecraft", "Missiles" and "Launch Vehicles." "Launch Vehicle" means a manned or unmanned rocket powered vehicle (including parts detached while in flight) used to propel "Spacecraft" into space and/or orbit. The NASA Space Shuttle is deemed to be a "Launch Vehicle." "Missile" means a vehicle which is designed to operate through the air and/or space and whose path and directionisguidedduringpartorallofitsflightbyapartlyorcompletelyself-containedelectronic, celestial, inertial or other remote or internal guidance system. "Spacecraft" means a spacecraft, satellite, spaceship or space station (or a "Launch Vehicle" for such spacecraft) designed to travel to, in, or from and operate primarily in space (including parts thereof detached in flight). (h) PERSONAL INJU RY or PROPERTY DAMAGE (1) with respect to which an INSURED under this POLICY is also an insured under a nuclear energy liability policy issued by Nuclear Energy Liability Insurance Association, Mutual Atomic Energy Liability Underwriters or Nuclear insurance Association of Canada or any of their successors, or would bean insured under any such policy butfor itstermination upon exhaustion of its limitof liability; (2) resulting from the "hazardous properties" of "nuclear materiar and with respect to which (A) any person or organization is required to maintain financial protection pursuant to the Atomic Energy Act of 1954, or any law amendatory thereof; or (B) the INSURED is, or had this POLICY not been issued, would be, entitled to indemnity from the United States of America, or any agency thereof, under any agreement entered into by the United States of America, or any agency thereof, with any person or organization; (3) resulting from the "hazardous properties" of "nuclear material", if (A) the "nuclear material" (i) is at any "nuclear facility" owned by, or operated by or on behalf of, an INSURED or (ii) has been discharged or dispersed therefrom; (B) the "nuclear material" is contained in "spent fuel" or "waste" anytime possessed, handled, used, processed, stored, transported or disposed of by or on behalf of an INSURED; or (C) the PERSONAL INJURY or PROPERTY DAMAGE arises out of the furnishing by an INSURED of services, materials, parts or equipment in connection with die planning, construction, maintenance, operation or use of any "nuclear facility", but if such facility is located within the United States of America, its territories or possessions, or Canada, this subparagraph (3)(C) applies only to "property damage" to such "nuclear facility" aid any property thereat As used in this Exclusion (h): "hazardous properties" include radioactive, toxic or explosive properties; "nuclear materiar means "source material", "special nuclear material" or "byproduct material"; "source material", "special nuclear material" and "byproduct material" have the meanings given them in the Atomic Energy Act of 1954 or in any law amendatory thereof; "spent fuel" means any fuel element or fuel component, solid or liquid, which has been used or exposed to radiation in a "nuclear reactor"; "waste" means any waste material (1) containing "byproduct material" other than the tailings or wastes produced by the extraction or concentration of uranium or thorium from any ore processed primarily for its "source material" content, and (2) resulting from the operation by any person or organization of any "nuclear facility" included under the first two paragraphs of the definition of "nuclear facility AEIA-1 (1-92) (6 Of 17] GLD055878 0049-GLD-000055878 "nuclear facility" means: (1) any "nuclear reactor"; (2) any equipment or device designed or used for (a) separating the isotopes of uranium or plutonium, (b) processing or utilizing "spent fuel", or (c) handling, processing or packaging "waste"; (3) any equipment ordevice used forthe processing, fabricating or alloying of "special nuclear material" if at anytime the total amount of such material in the custody of the INSURED at the premises where such equipment or device is located consists of or contains more than 25 grams of plutonium or uranium 233 or any combination thereof, or more than 250 grams of uranium 235; (4) any structure, basin, excavation, premises or place prepared or used for the storage or disposal of "waste"; and includes the site on which any ofthe foregoing is located, all operations conducted on such site and ail premises used for such operations; "nuclear reactor" means any apparatus designed or used to sustain nuclear fission in a self-supporting chain reaction or to contain a critical mass of fissionable material; "property damage" indudes all forms of radioactive contamination of property; (i) PERSONAL INJURY or PROPERTY DAMAGE 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, or Canada from any nuclear fuel, any nuclear waste or from the combustion, fission or fusion of nuclear fuel; (j) PROPERTY DAMAGEto property rented to, used oroccupied by or in the care, custody or control of the INSURED: (1) to the extent that the INSURED has agreed to provide, insurance therefor: or (2) if such property is owned by any person or organization controlling or coming under the control of the INSURED; (k) (1) loss of use of tangible property which has not been physically injured or destroyed, resulting from: (A) a delay in ortack ofperformance by oron behalfof the INSURED of any contract oragreement: or (B) the failure of me INSURED'S PRODUCTS or OPERATIONS completed by or on behalf of the INSURED either to meet any warranty or representation by the INSURED as to the level of performance, quality, fitness or durability or to perform the function or serve the purpose Intended by the INSURED: provided, however, that paragraph (1) of this Exclusion (k) shall not apply to loss of use of other tangible property resulting from the sudden and accidental physical injury to or destruction of the INSURED'S PRODUCTS or OPERATIONS performed by or on behalf of the INSURED after such INSURED'S PRODUCTS or OPERATIONS have been put to use by any person or organization other than an INSURED; (2) PROPERTY DAMAGE to any portion or section of the INSURED'S PRODUCTS or of OPERATIONS completed by the INSURED, if such PROPERTYDAMAGE arises out of that portion of such products or that section of OPERATIONS, or out of materials, parts or equipment furnished in connection therewith; or (3) the withdrawal, inspection, repair, replacement, or, in connection with any of the foregoing, loss of use, of the INSURED'S PRODUCTS or OPERATIONS completed by or on behalf of the INSURED or of any property of which such INSURED'S PRODUCTS or OPERATIONS form a part, if such INSURED'S PRODUCTS, OPERATIONS or property are withdrawn from the market or from use because of any known or suspected defect or deficiencytherein whether caused or believed to have been caused by tie INSURED or by any other person or entity; (l) any obligation for which the INSURED or any carrier as its insurer may be held liable under any workers' comoensation, unemployment compensation or disability benefits law or the Longshoremen's and Harbor Workers' Compensation Act, or under any similarstate orfederal law; provided, however, thatthis Exclusion does not apply to liability arising under the Federal Employers Liability Act or the Jones Act: AEIA-1 (1-92) [7 of 17] GLD055879 0049-GLD-000055879 (m) PERSONAL INJURY, PROPERTY DAMAGE or ADVERTISING OFFENSE resulting from an OCCUR RENCE if notice of such OCCURRENCE has been given prior to the inception Date stated in item 4 of the Declarations under ary policy that has expired prior to or upon the inception of this POLICY; {n) PERSONAL INJURY or PROPERTY DAMAGE arising out of discrimination or humiliation directly or indirectly related to employment or prospective employmentof any person or persons by any INSURED; (o) PERSONAL INJURYor PROPERTY DAMAGE directlyor indirectlyarising outofthe actual orthreatened termination of employment of any person or persons by any INSURED; Ep) PERSONAL INJURY, PROPERTY DAMAGE or ADVERTISING OFFENSE and/or any liability of any nature whatsoever arising out of: (1) the purchase, sale or distribution of securities or offers to purchase or sell securities, or investment counselling or management including, without 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 Act cf 1935, the Investment Company Act of 1940, and the so-called ``blue-sky laws of the various states or other jurisdictions or any laws amendatory of any thereof; (2) antitrust orthe prohibition of monopolies, activities in restraint of trade, unfair methods of competition or deceptive acts andpractices in tradeand commerce including,without limitation, the Sherman Act, the Clayton Act, the Robinson-Patman Act, the Federal Trade Commission Act and the Hart-ScottRodino Antitrust Improvements Act and the similar or equivalent laws of the various states or other jurisdictions; (3) fraud or breach of fiduciary duty; (4) governmental, civil or criminal fines or penalties; (5) the failure to pay when due any governmental tax (including, without limitation, income, excise, property, value added and salestax) ortariff, license fee orother governmental feewhich is incidental to ihe conduct of business or any assessment, fine or penalty related thereto; (6) copyright or patent infringement; (7) any defect in or impairment to title to 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; (9) employee, officer or director dishonesty or any liability of any employee, officer or director of an INSURED to such INSURED; (10) treble damages, fines or penalties underthe Racketeer Influenced Corrupt Organizations Act or any similar federal, state or local law or statute; {q} PERSONAL INJURY, PROPERTY DAMAGE orADVERTISING OFFENSE expected or intended by the INSURED or which should be expected or intended from the standpoint of areasonable INSURED. This exclusion does not apply to PERSONAL INJURY resulting from the use of reasonable force to protect persons or property. No inference shall be made from the exclusion of liabilities, PERSONAL INJURY, PROPERTY DAMAGE or ADVERTISING OFFENSE in any Exclusion that this POLICY would otherwise cover such liabilities. PERSONAL INJURY, PROPERTY DAMAGE or ADVERTISING OFFENSE or cover similar liabilities, PERSONAL INJURY, PROPERTY DAMAGE or ADVERTISING OFFENSE; nor shall any portion of any Exclusion to the POLICY be construed to be an extension of coverage otherwise provided by the POLICY. IV. CONDITIONS (a) Premium (1) The premiums under this POLICY are flat premiums and are not subject to adjustment, except as otherwise provided in paragraph (3) of Definition (i) and Condition (q) hereof. The premium shall be paid to the COMPANY. (2) Additional premium for an EXTENDED REPORTING PERIOD shall be fully earned, notwithstanding anything contained in this POLICY to the contrary, when the ANNUAL PERIOD to which such premium is applicable incepts. (b) inspection and Audit (1) The COMPANY shall be permitted but not obligated to inspect the INSURED'S property and operations at any time. Neither the COMPANY'S right to make inspections nor the making thereof nor any report thereon shall constitute an undertaking, on behalf of or for benefit of the INSURED AEIA-1 (1-92) [8 Of 171 GLD055880 0049-GLD-000055880 orothers, to determine orwarrantthat such property oroperations are safe, healthful orin compliance with any law, rule or regulation. (2) The COMPANY may examine and audit and make copies ofthe INSURED'S books and records, as far as they relate to the subject matterof this POLICY, at any time while this POLICY is in force and within ten (10) years after the final termination of this POLICY or within one (1) year after final settlement of all claims arising out of any OCCURRENCE, notice of which has been given to the COMPANY during the POLICY PERIOD or any EXTENDED REPORTING PERIOD. (c) Notice of Occurrence or Claim (1) Subject to the provisions of paragraph I., COVERAGE, If any employee of the risk management or legal department or any officer or director of any INSURED shall become aware of an OCCUR RENCE 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 to the COMPANY, which notice shall include, but not be limited to, information as to the nature of the OCCURRENCE, the actual or anticipated injury or damage resulting therefrom, the name of any claimant or potential claimant and the manner in which and the date on which the INSURED first became aware of the OCCURRENCE and such other detailed information as the COMPANY may reasonably request regarding the OCCURRENCE. Unless such written notice is provided as required herein, there shall be no rights to any coverage hereunder. (2) Subject to the provisions of paragraph COVERAGE, as a condition precedentto the rights of any INSURED under the POLICY, the NAMED INSURED shall, as soon as practicable, give written notice to the COMPANY of any CLAIM likely to Involve this POLICY which is made against any INSURED, and, ifwritten notice ot the OCCURRENCEfrom which the CLAIM arises has not already been given to the COMPANY, the NAMED INSURED shall give written notice in accordance with paragraph {1) of this Condition (c) of the claimed or alleged OCCURRENCE with respect to which such CLAIM is made, and the NAMED INSURED shall promptly forward to the COMPANY copies of any written CLAIM, demand, notice, summons, complaint or other process received by toe iNSURED orits representatives or agents. Unless such written notice is provided as required herein, there shall be no rights to any coverage hereunder. (3) Notice to the COMPANY shall be given to the person or entity stated in Item 7 of the Declarations and shall be deemed to be given when sent by courier or by registered or certified mail with retorn receipt requested, by telex, provided that receipt is acknowledged, or by any express mail service where a written receipt of sending is provided. (d) Assistance and Cooperation The COMPANY shall not be called upon to assume charge of the settlement or defense of any CLAIM made against an INSURED, but the COMPANY shall have the right and shall be given toe opportunity to associate at its own expense with toe INSURED or toe issuers of OTHER INSURANCE or both in toe investigation, settlement, defense and control of any CLAIM relative to any OCCURRENCE where toe CLAIM involves, or appears reasonably likely to involve, the COMPANY, in which event the INSURED and the COMPANY shall cooperate in all things in the defense of such CLAIM. In toe event that the COMPANY associates with toe INSURED or toe issuers of OTHER INSURANCE, or elects to make an appeal as provided in Condition (e) below, toe INSURED shall cooperate with toe COMPANY and take all actions necessary, or in the opinion of the COMPANY, desirable, to permit the COMPANY to participate in the investigation, settlementand/ordefense ofany CLAIM orthe making of any appeal, and, in the case of an appeal, to prosecute the appeal in toe name of the INSURED. The INSURED shall enforce or cooperate with the COMPANY to enforce any right of contribution or indemnity against any personor organization who may be liable tothe INSUREDbecause of PERSONAL INJURY, PROPERTY DAMAGE or ADVERTISING OFFENSE with respect to which insurance is afforded under this POLICY. In the event that toe COMPANY, in its sole discretion, chooses to exercise its rights pursuant to this Condition (d), no action taken by the COMPANY in toe exercise of such rights shall serve to modify or expand in any manner the COMPANY'S liability or obligations under this POLICY beyond what the COMPANY'S liability or obligations would have been had It not exercised its rights under this Condition (d). (e) Appeals In theeventthe iNSURED ortoe issuers ofOTHER INSURANCE electnotto appeal ajudgmentin excess of toe limits of liability of such OTHER INSURANCE, the COMPANY may elect to make such appeal at its own cost and expense and shall be liable for toe taxable costs and disbursements and interest on AE?A-t (1-92) (9 of 17] judgments incidental thereto, but in no event shall the total liability of the COMPANY exceed its Limit oi Liability stated in Item 2 of the Declarations plus the cost and expense of such appeal. If the COMPANY elects to make an appeal, the INSURED shall cooperate with the COMPANY and take all actions necessary, or, in the opinion of the COMPANY, desirable, to permit and authorize the COMPANY to prosecute the appeal in the name of the INSURED. (f) Loss Payable (1) Indemnity under this POLICY with respect to any OCCURRENCE shall not attach unless and until the INSURED and/or the issuers of OTHER INSURANCE shall have paid the greater of either: (A) ULTIMATE NET LOSS in the amount ofthe PER OCCURRENCE UNDERLYING AMOUNT; or (B) ULTIMATE NETLOSSwithrespecttoanyOCCURRENCEintheamountcoveredbycoilectibie OTHER INSURANCE; whichever is applicable, as provided in paragraph 11(a) hereof and, unless and until the INSURED'S liability shall have been fixed and rendered certain either by final judgment against the INSURED after an adjudicatory proceeding or by settlement approved in writing by the COMPANY. (2) The INSURED shall make.a written demand for payment for any amount of the ULTIMATE NET LOSS for which the COMPANY may be liable under this POLICY as soon as practicable after the INSURED'S liability shall have been fixed and rendered certain and after such amount shall have been paid by or on behalf of the INSURED. If any subsequent payments shall be made by the INSURED on account of the same OCCURRENCE, additional written demands for payment should be made similarly from time to time. Such losses shall be due and payable by the COMPANY within a reasonable time after they are demanded and proven in conformity with this POLICY. (3) No person or organization shall have any right under this POLICY to join the COMPANY as a party to any action against the INSURED, nor shall the COMPANY be impleaded by the INSURED or his or its legal representative. (g) Representation Such person or office as the NAMED INSURED shall designate in Item 8 of me Declarations shall representthe NAMED INSURED and any and all INSUREDS hereunder in all matters under this POLICY, including, without limitation, paymentof premium, negotiation oftheterms ofrenewal and the adjustment, settlement and payment of CLAIMS. (h) Other Insurance The insurance afforded by this POLICY shall be in excess of and shall not contribute with OTHER INSURANCE. Nothing herein shall be construed to make this POLICY subject to the terms, conditions and limitations of any OTHER INSURANCE. (i) 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 COMPANY. It is, therefore, understood and agreed that in case of any payment hereunder, the COMPANY will actin concertwith all other interests (including the INSURED'S) concerned in the exercise of such rights ofrecovery. The apportioningofamounts which maybeso recovered shall followthe principlethatanyinterests(including the INSURED'S) thatshall have paid an amount over and above any payment hereunder, shall first be reimbursed up to the amount paid by them; the COMPANY is then to be reimbursed out of any balance then remaining up to the amount paid hereunder and, lastly, the interests (including the INSURED'S) of which this coverage is in excess are entitled to claim the residue, if any. Expenses necessary to the recovery of any such amounts shall be apportioned between oramong the interests (including the INSURED'S) concerned, in the ratio of their respective recoveries as finally settled. (j) Changes Notice to or knowledge possessed by any person shall not effect a waiver or a change in any part of this POLICY or estop the COMPANY from asserting any right under the terms of this POLICY; nor shall the terms of this POLICY be waived or changed except by endorsement signed by the COMPANY or its authorized representative and issued to form a part of this POLICY. (k) Assignment Assignment of interest under this POLICY shall not bind the COMPANY unless and until its consent is endorsed hereon. AEIA-1 (1-92) (10 of 17] GLD055882 0049-GLD-000055882 (l ) Cross Uabifity In the event of CLAIMS being made by reason of: {1) PERSONAL INJURY suffered by an employee of one INSURED hereunder; or (2) damage to property belonging to any INSURED hereunder; for which another INSURED hereunder is or may be liable, then this POLICY shall cover, subject to the terms of this POLICY, such INSURED against whom a CLAIM is made or may be made in the same manner as ifseparate policies had been issued to each INSURED hereunder. Nothing contained herein shall operate to increase the COMPANY'S Limit of Liability as set forth in Item 2 of the Declarations. (m) Former Subsidiaries andAffiliates if any subsidiary or affiliate of the NAMED INSURED, which is an INSURED hereunder by virtue of Definition (i) hereof, shall cease to be such a subsidiary or affiliate of the NAMED INSURED, then, at the time of such cessation, the POLICY PERIOD shall automatically expire as to such former subsidiary or affiliate and, if the NAMED INSURED or such subsidiary or affiliate elects in advance of such expiration, an EXTENDED REPORTING PERIOD shall automatically Incept as to such former subsidiary or affiliate and continue in force until expiration of the NAMED INSURED'S POLICY PERIOD under this POLICY without additional payment or return of any premium. Nothing in this Condition (m), however, shall modify the coverage otherwise provided by this POLICY to the NAMED INSURED or its other subsidiaries or affiliates for ULTIMATE NET LOSS for which they shall become legally obligated to pay with respect to such former subsidiary or affiliate. (n) Headings The descriptions in the headings and sub-headings of this POLICY are inserted solely for convenience and do not constitute any part of the terms hereof. (o) insolvency (1) Bankruptcy or insolvency ofthe INSURED orthe INSURED'S estateshall not relieve the COMPANY of any of its obligations hereunder. (2) The insolvency, bankruptcy, receivership or any refusal or inability to pay of the INSURED and/or any insurer shall not operate to: (A) lower the PER OCCURRENCE UNDERLYING AMOUNT; or (B) increase the COMPANY'S liability under this POLICY; and in no event and under no circumstances shall the COMPANY assume or be deemed to have assumed the liabilities and/or responsibilities and/or obligations of the INSURED. (p) Warranty The NAMED INSURED warrants and agrees as follows: (1) that it has no knowledge at the inception Date stated in Item 4 of the Declarations of any fact or circumstance notdisclosedto the COMPANYin theApplication forthis POLICYwhich is likelyto give rise to a claim hereunder; and (2) that based upon reasonable inquiry and to the best of its knowledge and belief: (A)* all information provided to the COMPANY in the Application for this POLICY is true and correct; and (B| no materia! information requested has been withheld. (q) Cancellation- This POLICY may be cancelled: (1) at any time by the NAMED INSURED by delivering written notice to the COMPANY stating when, not less than thirty (30) days from the date the notice is delivered, cancellation shall be effective; or (2) at any time by the COMPANY by delivering written notice to the NAMED INSURED stating when, not less than ninety (90) days from the date notice was delivered, cancellation shall be effective; provided, however, teat in tee event of cancellation for nonpayment of premiums, cancellation shall become effective fifteen (15) days after tee date notice is delivered. Payment or tender of unearned premium is not a condition of cancellation. Written notice shall be delivered by courier orby registered or certified mail with return receipt requested, or by telex, provided teat receipt is acknowledged, or by any express mail service where a written receipt AEIA-1 (1-92) [11 of 17] 6X*D055883 0049-GLD-000055883 of sending is provided. The POLICY PERIOD shall end on the effective date and hour of cancellation stated in the notice. In the eventofcancellation bythe INSURED, thepremium retained bythe COMPANY shall becalculated in accordance with the COMPANY'S short rate table which is attached hereto as Schedule C, but in no eventwill the premium be less than fifty percent (50%) ofthe premium stated in Item 6 ofthe Declarations, in the event of cancellation by the COMPANY, the premium retained by the COMPANY shall be calculated pro rata based upon the ration of the POLICY PERIOD. For purposes of notice required under this Condition (q) or pursuant to regulation, the offer by the COMPANY of renewal on terms or premiums different from those in effect during the POLICY PERIOD shall not constitute cancellation or nonrenewal of this POLICY by the COMPANY. (r) Arbitration (1) Resolution of Disputes: All disputes between any JNSURED(S) and the COMPANY (hereafter referred to collectively as the `parties'') arising out of or relating to this POLICY, whether arising before or after termination of this POLICY, shall be submitted to arbitration in the manner set forth in this Condition (r). (2) Composition ofPanet. Unless the partes agree upon a single arbitrator within fifteen (15) days after the receipt of a notice of intention to arbitrate, all disputes shali be submitted to an arbitration panel composed oftwo arbitrators and an umpire, chosen in accordance with paragraph (3) or paragraphs (3) and (4) of this Condition (r). (3) Appointment ofArbitrators: The members of the arbitration panel shall be disinterested, active or retired business executives famiBar with the usages and practices of the insurance industry. Unless a single arbitrator is agreed upon by the parties, the party requesting arbitration (hereafter referred to as the "initiating party") shall appoint an arbitrator and givewritten noticethereof, either by courier or by registered or certified mail with return receipt requested, by telex, provided that receipt is acknowledged, or by any express mail service where a written receipt of sending is provided, to the other party (hereafter referred to as the "responding party") together with the notice of intention to arbitrate. If there is more than one initiating party or responding party, such parties shall act collectively as a single initiating party or single responding party for all purposes including giving notice of intention to arbitrate or giving answer to such notice, and appointing an arbitrator. The notice of intention to arbitrate shall state with specificity the full names and addresses of the parties, the POLICY pursuant to which arbitration is sought, the nature of the dispute and the reiief sought. Within thirty (30) days after receiving the notice of intention to arbitrate, the responding party also shall appoint an arbitrator and notify the initiating party thereof in the same manner as above. Before instituting a hearing, the two arbitrators so appointed shall choose an umpire from among such persons meeting the qualifications set forth in this paragraph. If, within twenty (20) days after the appointment of the arbitrator chosen by the responding party or chosen in accordance with paragraph (4) ofthis Condition (r), the two arbitratorsfail to agree upon the appointment ofan umpire, the Initiating party shati petition the Center for Public Resources, 680 Fifth Avenue, New YQ.rfc,.Ry, 10019 to appoint the umpire, in the event that an arbitrator or the umpire withdraws from the panel or is unable to discharge his or her duties by reason of death, illness, incompetency or otherwise, a replacement shall be selected in the same manner as provided in foe original appointment. (4) Failure ofParty to AppointArbitrator: If the responding party fails to appoint an arbitrator within thirty (30) days afterreceiving notice ofintentionto arbitrate,the initiating partyshall appoint such arbitrator who shall then, together with the first arbitrator appointed by the initiating party, choose an umpire as provided in paragraph (3) of this Condition (r). (5) Choice ofLawand Forum. Any arbitration instituted pursuant to this Condition (r) shall be held in the State of Connecticut and the arbitrators shall apply foe faws of that State to the extent they deem appropriate, for purposes of interpreting this POLICY. The arbitrators are to construe foe terms of this POLICY in an evenhanded fashion as between the INSURED and the COMPANY and, in the event they find the language of this POLICY ambiguous orotherwise unclear, they shall construe the POLICY in the manner most consistent with the relevant terms (without regard to authorship of the language or presumption or construction in favor of either the INSURED or the COMPANY) and in accordance with the intent of the parties, in reaching any decision, the panel shall give due consideration to the customs and usages of the insurance industry. (6) Submission of Dispute to Panel. Unless otherwise directed by the panel, the initiating party shall submit its initial briefwithintwenty (20) days from appointmentofthe umpire andthe responding party shall submit its brief within twenty (20) days following its receipt of the initiating party's brief. Additional reply briefs may be submitted by the parties at the discretion of the panel. ABA-1 (1-92) [12 Of 17] GLD055884 0049-GLD-000055884 {7} Procedure Governing Arbitration: Ml proceedings before the panel shall be informal and the panel shall not be bound by strict rules of legal procedure or evidence. The pane! shall have the power to fix all procedural rules relating to the arbitration proceeding butcross-examination and rebuttal shall be allowed. (8) Arbitration Award: The arbitration panel shall render its decision within sixty (60) days after termination ofthe arbitration proceeding; the decision shall be in writing and may state the reasons therefore. The decision of the majority of the panel shall be final and binding on the parties to the arbitration and may include Interest at the appropriate market rate(s). The panel shall not itself assess and award punitive orexemplarydamages; however, itmayorderthe COMPANYto pay such damageswhereacouitofcornpetentjurlsdictionhasawarded such damages against an INSURED. Judgment may be entered upon the award in any state or federal court having jurisdiction thereof. (9) Cost ofArbitration: Each party shall be responsible for its own attorneys' fees and disbursements. All other fees and expenses associated with the arbitration shall be divided equally between the parties. The fees payable to the arbitrators shall be based upon the usual hourly or per diem rate charged by each forconsultingordispute resolution services, as the same maybe in effectfrom time to time. (s) Currency (1) The premiums and losses under this POLICY are payable, and the amounts set forth in the Declarations are expressed, in United States currency. (2) If judgment is rendered or settlement is denominated, a*anotherelement of ULTIMATE NET LOSS is stated, in acurrency otherthan United States currency, payment underthis POLICYshall be made in United Statescurrency atthe rate ofexchange prevailing (as publishedby The Wall Street Journal) on the date the final judgment is rendered, the amount of the settlement is agreed upon or the other element of ULTIMATE NET LOSS is due, respectively. V. DEFINITIONS As used in this POLICY: (a) "ADVERTISING OFFENSE" means DAMAGES arising out of the INSURED'S advertising activities on account of libel, slander, defamation, invasion of right of privacy, piracy, idea misappropriation under an implied contract, or infringement of copyright, title or slogan (other than a patent) committed in any advertisement, publicity article, broadcast or telecast; (b) "ANNUAL PERIOD" means the period of twelve (12) months commencing at: (1) the effective date of cancellation or the Expiration Date of the POLICY PERIOD; or (2) the expiration date of any prior ANNUAL PERIOD; (c) "AUTOMOBILE" means a land motor vehicle, trailer or semi-trailer; (d) "CLAIM" means: (1) any written demand, suit or proceeding against any INSURED by a specifically identified person, entity or asserted class ter DAMAGES because of PERSONAL INJURY, PROPERTY DAMAGE or ADVERTISING OFFENSE; or (2) any written notice of PERSONAL INJURY, PROPERTY DAMAGE or ADVERTISING OFFENSE by any specifically identified person, entity or asserted class; (e) "COMPANY" means the American Excess Insurance Association on behalf of its member insurance companies as set forth in Endorsement Number 1 to this POLICY; (0 "DAMAGES" mean aH forms of compensatory damages, and punitive or exemplary damages, but "DAMAGES" do not include governmental, civil or criminal fines or penalties or DEFENSE EXPENSES; (g) "DEFENSE EXPENSES" means reasonable and necessary legal fees and other expenses which are incurred by or on behalf ofthe INSUREDin the investigation, adjustment settlement or litigation of claims and which are paid as a consequence of an OCCURRENCE covered hereunder; excluding all salaries of the INSURED'S employees, officers and directors and office expenses; (h) "EXTENDED REPORTING PERIOD" means the period, if applicable, commencing, with respect to the INSURED, at the effective date of cancellation or the Expiration Date stated in item 4 of the Declarations or, with respect to a former subsidiary or affiliate of the NAMED INSURED, at the automatic expiration date provided for in Condition (m) hereof and terminating as provided in paragraph 1(b) or Condition (m) hereof, whichever is applicable; AEIA-1 (1-92) (13 Of 17] GI.D055885 0049-GLD-000055885 (i) "INSURED" means the following to the extent set forth below: (1) the NAMED ENSURED and, if the NAMED INSURED is designated in Item 1 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 or its liability as a partner or member; (2) (A) any subsidiary or affiliate of the NAMED INSURED whose accounts, as of the date of the financial statements of the NAMED INSURED submitted to the COMPANY most recently prior to the rating of the premium for the POLICY PERIOD: (i) are consolidated in the financial statements of the NAMED INSURED in accordance with generally accepted accounting principles in the United States of America (or, in the case of any foreign NAMED INSURED, any subsidiary or affiliate whose accounts would be consolidated in the financial statements of such NAMED INSURED if such accounts would have been consolidatedin accordance withgenerally accepted accounting principles inthe United States of America); or (ii) were eligible for such consolidation and whose financial statements were submitted to the COMPANY as of such date; and/or (B) any subsidiary or affiliate of the NAMED INSURED listed on Schedule A hereto; (3) any entity acquired or formed by or merged with an INSURED (a "Potential Additional INSURED") subsequent to the Inception Date stated in Item 4 of the Declarations and prior to the effective date of cancellation of the POLICY or the Expiration Date staled in Item 4 of the Declarations, provided that the total gross sales of the Potential Additional INSURED as reported in its most recent consolidated.auditedfinandafstatementsdoesnotexceed 5%ofthe totalgrosssalesofthe NAMED INSURED and its consolidated subsidiaries and affiliates as most recently reported to the COM PANY for rating purposes prior to the POLICY PERIOD on the NAMED INSURED'S most recent consolidated audited financial statements, and provided further, that neither the operations of the Potential Additional INSURED prior to such acquisition, formation or merger nor the resultant combined or consolidated operations of such INSURED and the Potential Additional INSURED subsequent to such acquisition, formation or merger are materially different from those of such INSURED prior to such acquisition, formation or merger. In the case of an entity meeting the criteria set forth in thisparagraph (3), it is agreedto automatically include such entity as an INSURED without adjustment of premium under this POLICY. Unless notice to the COMPANY shall have been given and any additional premium required by the COMPANY shall have been paid In respect of the acquisition or formation ofor merger with any Potential Additional INSURED not meeting the criteria set forth in this paragraph (3) of Definition (i), such Potential Additional INSURED shall 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 RETROACTIVE DATE shall be: (A) in the case of automatic inclusion, the date of acquisition, formation or merger of the Potential Additional INSURED by an INSURED; or (6) in the case where an additional premium is paid, the date of acquisition, formation or merger of the Potential Additional INSURED by an INSURED, or such other date as may be agreed between the NAMED INSURED and the COMPANY; It is understood and agreed that the COMPANY shall have no obligation to insure hereunder any Potential Additional INSURED not meeting the criteria for automatic inclusion set forth in this paragraph (3) and may in its sole discretion declineto provide insurance for such Potential Additional INSURED. (4) any entity not affiliated with the NAMED INSURED which is listed on Schedule A hereto; provided, however, that tine NAMED INSURED and any such entity comply with any conditions to coverage specifically set forth in such Schedule Ain addition to complying with the otherterms and conditions of this POLICY; (5) any stockholder of any entity described in paragraph (1), (2), (3) or (4) of this Definition (i), but only with respect to his or its liability as a stockholder of such entity; (6) (A) any executive officer, other employee or director of; or (B) any person or organization while acting as real estate manager for; any person or entity described in paragraph (1), (2), (3) or (4) of this Definition (i) while acting within the scope of his or its duties as such; except with respect to the ownership, maintenance or use, including loading and unloading, of any AUTOMOBILE; AE1A-1 (1-92) [14 of 17] GLD055886 0049-GLD-000055886 (7) with respect to the ownership, maintenance or use, including loading and unloading, of any AUTOMOBILE: (A) any person (including an employee of such person or entity) while using any AUTOMOBILE owned by, lentto or hired for use by or on behalf of any person or entity described in paragraph - (1), (2), (3) or (4) of this Definition (i) and any person or organization legally responsible for the use thereof, provided that the actual use of such AUTOMOBILE is with the permission of such described person or entity; (B) any executive officer, director, partner, employee or stockholder of any person or entity described in paragraph (1), (2), (3) or (4) ofthis Definition (i) while using any AUTOMOBILE not owned by, lentto or hiredforuse by oron behalfof such described person orentity, butonlywhile such AUTOMOBILE is being used in the business of such described person or entity; but none of the following shall be an INSU RED under this paragraph (7) of Definition (i): (x) any person while employed in or otherwise engaged in duties in connection with an AUTOMO BILE sales agency, repair shop, service station, storage garage or public parking place not operated by any person or entity described in paragraph (f), (2), (3) or (4) of tilts Definition (i); or (y) the owner or lessee (of whom such described person or entity is sub-lessee) of any AUTOMO BILE hired for use by or on behalf of, or lent to, such described person or entity, and any agent or employee of such owner or lessee; (8) any person or organization to whom any person or entity described in paragraph (1), (2), (3) or (4) ofthis Definition (i) is obligated by virtue of awritten contract or agreement to provide insurance such as is afforded by this POLICY, but only to the extent of such obligation and only with respect to operations (other than commercial insurance operations) performed by such described person or entity or facilities owned or used by such described person or entity; provided, however, that the following shall not be deemed to be an INSURED under this paragraph (8): (A) any organization acquired or formed by or merged with an INSURED after the inception of the POLICY PERIOD; and/or (B) a person or organization which is engaged in a joint venture with the NAMED INSURED. (j) "INSURED'S PRODUCTS" means: (1) goods or products manufactured, sold, tested, handled or distributed by the INSURED or others trading under its name if the end-use thereofoccurs 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 an AUTOMOBILE, WATER CRAFT or AIRCRAFT; and/or (2) materials that were the subject of completed or abandoned OPERATIONS of the INSURED; (k) "NAMED INSURED" means the person or organization first named in item 1 of the Declarations; (l ) "OCCURRENCE" means: (1) an event, or a continuous, intermittent or repeated exposure to conditions, which causes, allegedly causes or is deemed to cause PERSONAL INJURY or PROPERTY DAMAGE or gives rise to, allegedly gives rise to or is deemed to give rise to ADVERTISING OFFENSE, where all of such PERSONAL INJURY, PROPERTY DAMAGE or ADVERTISING OFFENSE arising from such event or exposure to conditions commences on or subsequent to the RETROACTIVE DATE, and: (A) some of such PERSONAL INJURY, PROPERTY DAMAGE or ADVERTISING OFFENSE commences priorto the earlier of the effective date ofcancellation or the Expiration Date stated in Item 4 of the Declarations; and (B) such event or exposure to conditions commences on or subsequent to the RETROACTIVE DATE and prior to the earlier of the effective date of cancellation or the Expiration Date stated in item 4 of the Declarations; or (2) a use (including a single instance or continuous or recurring use(s) by the same user) of an INSURED'S PRODUCT which causes, allegedly causes or is deemed to cause PERSONAL INJURY or PROPERTY DAMAGE, where: (A) all ofthe PERSONAL INJURY and PROPERTY DAMAGE resulting from that usecommences on or subsequent to the RETROACTIVE DATE and some of the PERSONAL INJURY or AEIA-1 (1-92) [IS of 17) GLD055887 0049-GLD-000055887 PROPERTY DAMAGE commences prior to the earlier of the effective date of cancellation orthe Expiration Date stated in Item 4 of the Declarations, and (B) except as may be specifically agreed between the NAMED INSURED and the COMPANY in an endorsement hereto, the INSURED, at the inception Date stated in Item 4 of the Declarations, had no knowledge ornoticeofany defector hazard oranyallegeddefect or hazard associated with the INSURED'S PRODUCTS or with any similar products of any INSURED causing or allegedly causing PERSONAL INJURY or PROPERTY DAMAGE, which defect or hazard or alleged defect or hazard is similar to thatdefect or hazard or alleged defect or hazard which caused or allegedly caused or was deemed to cause the PERSONAL INJURY or PROPERTY DAMAGE for which a CLAIM has been made against an INSURED and reported to the COMPANY under this POLICY; For purposes of this clause (2), in addition to an INSURED'S actual knowledge or notice of a fact, an INSURED shall be deemed to have knowledge that, or notice of the fact that, a defect or hazard or an alleged defect or hazard caused PERSONAL INJURY or PROPERTY DAMAGE in such circumstanceswhereareasonable person would have believedthatsuch defect orhazard oralleged defect or hazard caused, could have caused or could cause PERSONAL INJURY or PROPERTY DAMAGE. Where the INSURED becomes liable for aseries of and/or several PERSONAL INJURIES, PROPERTY DAMAGES or ADVERTISING OFFENSES which result directly or indirectly, from the same or substantially the same (i) event or exposure to conditions or the failure or alleged failure to warn of same, or a defect, hazard or failure, an alleged defect, hazard or failure, or the failure or alleged failure to warn of same; or (it) usage, design, formulation, manufacture, distribution, operation, maintenance or repair of an INSURED'S PRODUCT, orthe failure to warn as to the usage, operation or maintenance of an INSURED'S PRODUCT, all such PERSONAL INJURIES, PROPERTY DAMAGES orADVERTISING OFFENSES shal I be treated as having resulted from one OCCURRENCE irrespective of the length of the period or die size of the area over which the PERSONAL INJURIES, PROPERTY DAMAGES or ADVERTISING OFFENSES occurred or the number of claimants, PERSONAL INJURIES, PROPERTY DAMAGES or ADVERTIS ING OFFENSES. (m) "OPERATIONS" means operations ofthe INSURED away from premises owned, rented or controlled by the INSURED and includes materials, parts or equipment furnished in connection therewith. OPERA TIONS shall be deemed completed at the earliest of the following types: (1) when ail OPERATIONS to be performed by or on behalf of the INSURED under the contract have been completed; (2) when all OPERATIONS to be performed by or on behalf of the INSURED at the site of the OPERATIONS have been completed; or (3) when the portion of the work out of which the injury or damages arise has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing OPERATIONS for a principal as a part of the same project; (n) "OTHER INSURANCE" means any other insurance available to the INSURED which, irrespective of the existence of this POLICY, indemnifies the INSURED for, or pays on behalf of the INSURED, DAMAGES or DEFENSE EXPENSES with respect to an OCCURRENCE for which DAMAGES or DEFENSE EXPENSES, depending on the amount(s) thereof, may be indemnifiable or payable underthis POLICY; except OTHER INSURANCE does not include insurance under any policy or policies issued by the COMPANY or insurance under any policy or policies in which this POLICY is specifically scheduled as underlying insurance or under any policy which Is scheduled in this POLICY as insurance in excess of this POLICY; (o) "PER OCCURRENCE UNDERLYING AMOUNT means the amount stated in Item 3 ofthe Declarations; (p) "PERSONAL INJURY" means: (1) bodily injury, shock, fright, mental injury, mental anguish, disability, sickness or disease sustained by any person, including death at any time resulting therefrom; (2) injury arising out of false arrest, detention or imprisonment malicious prosecution, wrongful entry or eviction or other invasion of the right of private occupancy, humiliation or discrimination because of race, religion, age, sex or physical disability (unless insurance therefor is prohibited by law); and AEIA-1 (1-92) [16 of 17] GLD055888 0049-GLD-000055888 (3) except with respect to injury occurring in the course of the INSURED'S advertising activities, injury arising out of the publication or utterance of a libel or slander or of other defamatory or disparaging material, or a publication or utterance in violation of an individual's right of privacy; (q) "POLICY' means all the terms of insurance Issued by the COMPANY to the NAMED INSURED for the POLICY PERIOD setforth in item 4 ofthe Declarations including the Application herefor, the Declarations and Schedules hereto and any Endorsements at any time endorsed hereon; (r) "POLICY PERIOD" means the period set forth in Item 4 of the Declarations commencing with the Inception Date and terminating with the effective date of cancellation or the Expiration Date; (s) "POLLUTANT" means any solid, liquid, gaseous or thermal irritant, contaminant or toxic or hazardous substance or any substance which may, does or is alleged to affect adverselytoe environment, property, persons or animals, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and WASTE; (t) 'PROPERTY DAMAGE" means: (1} physical injury to or destruction of tangible property including the loss of use thereof at any time resulting therefrom; or {2} loss of use of tangible property which has hot been physically injured or destroyed; (u) `RETROACTIVE DATE" means toe time and date stated in Item 5 of the Declarations or, with respectto any Potential Additional INSURED, the date provided for in paragraph (6) of Definition (i); (v) "ULTIMATE NET LOSS" means the total sum which toe INSURED shall become obligated to pay as DAMAGES and/or DEFENSE EXPENSES on account of PERSONAL INJURY, PROPERTY DAMAGE or ADVERTISING OFFENSE, either by final judgment against the INSURED after trial or by settlement approved in writing by the COMPANY after making proper deduction for all recoveries and salvages collectible; (w) "WASTE" means POLLUTANTS that are or are to be disposed of or stored for or as disposal, or are to be or are being recycled, reconditioned or reclaimed; (x) "WATERCRAFT means any ship orvessel of whatevertype including, but not limited to, cargo vessels, passenger vessels, other vessels used for transport, towboats and barges, vessels used in the construction of pipelines, platforms orotherfactlities, storage vessels, tankervessels, drill ships, offshore drilling platforms, drilling barges (including, without limitation, submersible drill barges, semi-submersible drill barges and seif-elevating drill barges) and all other vessels of whatever nature and description, all whether or not self-propelled. IN WITNESS WHEREOF, each of the members of the COMPANY has caused this POLICY to be signed on its behalf by the President and a Secretary of the COMPANY and countersigned on toe Declarations Page by a duly authorized agent of toe COMPANY. AEIA-1 (1-92) [17 of 17] GLD055889 0049-GLD-000055889 Schedules A. Subsidiaries or affiliates which form part of the NAMED INSURED--See Definition (i)(2)(B) See Schedule A attached to application _________ Additional premiums for the EXTENDED REPORTING PERIOD --See Coverage (b) Year of attended Reporting Period PerCent of Premium Startedin H*m6 oftho Declarations Year of Extended Reporting Period Per Cent cf Premium Stated in items of theDeclarations 1st year 10% 6th year 5% 2nd year 8% 7th year 5% 3rd year 6% 8th year 5% 4th year 6% 9th year 5% 5th year 5% 10th year 5% COMPANY'S Short Rate Table --See Condition (q) Subsecluent years 5% Devs PoGev in Force PerCent of Premium Stated in Item6 of the Declarators 1...................................... 3-d 545------------- --------------7-8___________________ 9-10................................. t 1*12 13-14__________________ 15-16__________ ________ 17-18................................. 19-20___ ______________ 21-22................................. 23-25......--------- .............. 26-29.__ _______________ 30-32_______________ __ 5% 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 37-40_____________ ____ 41-43................................. 44-47__________________ 48-51 21 22 23 24 5558_______________ __ 26 63-65_______ ___________ fvuaa................................ 70.73 74-76__________________ 28 29 30 31 81-83_________ ________ 88-91__________________ 92-94......__ ____________ 33 34 35 36 Days Poley in Force Percent of Premium Staled in Item 6 of the Declarations 95-93..-..... 37% 99-102____ 103-105____ .. 106-109....... .......... ....... 110-113____ .......... ...... ....... 117-120____ 121-124____ 125-127____ 128-131____ .......... ..... 38 39 40 41 42 43 44 45 46 132-135____ 136-138____ 139-142____ 143-146____ 147-149____ 47 48 49 60 51 154-156____ 157-160____ 161-164..... .. 165-167____ 53 54 55 56 172-175____ 58 179-182____ 1RA.1R7 1B8-1R1 ....... 192-196____ 60 61 62 63 201-205____ 206-209....... 210-214____ . 215-218____ eee.eeeeeee 65 66 67 68 Dm Policy In Force PerCentof Premium Stated in item 8 Declarations 219-223............ .................. 69% 224-228______ ______ ___ 70 229-232______ ..........____ 71 233-237______ ------- ---- ... 72 238-241 ______ eeee*c*esieieee /3 242-246______ *!* 74 247-250............ __ _____ 75 ^9 1 *^89 eeeee***eeseeeee*eee /O 256-260______ 77 261-264............ .................. 78 265-269............ 79 270-273............ -------------- 80 274-278........... 279-282______ ........... . 82 283-287........... .................. 83 288-291______ ................. 84 292-296______ 297-301 ______ ................. 86 302-305______ 306-310........... 311-314........... 315-319______ ................. 90 320-323............ 324-326______ 92 329432______ ................. 93 333*337 .................. 94 338442............ 95 343446............ 347451............ _________ 97 352455______ .............. 98 356460........... .................. 99 361465_______ 100 D. WATERCRAFT and risks not excluded under Exclusion (b). See Attached AEIA-13 (1-92) 1 oft GLD055890 0049-GLD-000055890 AMERICAN EXCESS INSURANCE ASSOCIATION D. WATERCRAFT and risks not excluded under Exclusion (b): 1. Excess of$100 million, all owned and chartered or leased WATERCRAFT shown in Exhibit 3 ofthe renewal submission. 2. Excess of $100 million on all non-owned WATERCRAFT less than 125 feet and not used to transport third parties or products of third parties. 3. PERSONAL INJURY or PROPERTY DAMAGE arising out ofa WATERCRAFT which fall within the definition of INSURED'S PRODUCTS. 4. Coverage for "Norman" is excluded. GLD055891 0049-GLD-000055891 LIABILITY OF INSURERS ENDORSEMENT Endorsement Number 1. Effective Date of Endorsement October 1st J995 Attached to and forming part of POLICY Number HH000099795 NAMED INSURED Hanson PLC It is hereby understood and agreed between tie NAMED INSURED and the insurance companies listed below, which are the members of AMERICAN EXCESS INSURANCE ASSOCIATION (referred to in the POLICY as "the COMPANY"), as follows: (1) the Insurance afforded by this POLICY Is provided by the several separate Insurance companies listed below (hereafter the "insurance companies") and not by the AMERICAN EXCESS INSURANCE ASSOCIATION which is not an insurance company; (2) the liability of the insurance companies shad be several and not joint The liability of each insurance company shall be separate and apartfrom the liabilities ofall other insurancecompanies and in no event shall any insurance company participate in the liability of any other insurance company; (3) the maximum liability of all the insurance companies shall be the total of the percentage participations of such insurance companies as listed below, which total of percentage participations is !PQ.. % of ft 50,000,000 ; (4) each insurance companyshallonly be liable underthe POLICYforthe percentage, set oppositeits name below, of any ULTIMATE NET LOSS; provided that: (A) in the eventthat the total of the percentage participations of the insurance companies listed below is less than 100% of $ 50,000,_000____r then, in respect of any ULTIMATE NET LOSS, irrespectiveofthe amountihereof, the INSURED shall have no right of recovery underthis POLICY for the uninsured percentage of such ULTIMATE NET LOSS, which uninsured percentage is the percentage by which such totai of the percentage participations is less than 100%; (B) in no event shall any insurance company pay more than the percentage set opposite its name of the amount staled in item 2 of the Declarations as the COMPANY'S Limit of Liability; (C) in tiie event that any insurance company for any reason whatsoever, including but not limited to the insolvency or financial impairment of such insurance company, is unable or refuses to indemnify any INSURED in respectofthe percentage of any ULTIMATE NET LOSS forwhich such insurance company is liable, no other insurance company or companies shall be liable for such percentage and the INSURED shall have right of recoveiy of such percentage only from the insurance company which is so unable or so refuses. INSURANCE COMPANIES PERCENTAGE PARTICIPATION The Aetna Casualty and Surety Company Continental Casualty Company Continental insurance Company Employers Reinsurance Corporation Federal Insurance Company Fireman's Fund Insurance Company General Accident Insurance Company of America The General Star National Insurance Company The Indemnity Insurance Company of North America NAC Reinsurance Corporation North American Specialty Insurance Company St. Paul Fire and Marine Insurance Company The Travelers Indemnity Company Zurich Insurance Company, U.S. Branch 19.58% 6.89% 6.65% 2.60% 5.70% 5.79% 1.04% 5.21% 10.42% 5.79% 5.79% 5.79% 12.16% 6.59% Signature of Authorized Representative .AEIA-2 (1-92) 1 of 1 GLD055892 0049-GLD-000055892 MANDATORY ENDORSEMENT (For Use on Policies Issued in New Jersey) Pursuant to New Jersey Law, this POLICY cannot be canceled or non-renewed for any underwriting reason or guideline(s) which is (are) arbitrary or capricious or unfairly discriminatory or without adequate prior notice to the NAME INSURED. The underwriting reasons or guidelines that an insurer can use to cancel or non-renew this POLICY are maintained by the insurer in writing an will be furnished to the NAMED INSURED and/or the NAMED INSURED'S lawful representative upon written request. This provision shall not apply to any POLICY which has been in effect for less than 60 days at the time notice ofcancellation is mailed or delivered, unless the POLICY is a renewal policy. AEIA-S-9 (1-92) 1 of 1 GLD055893 0049-GLD-000055893 AMERICAN EXCESS INSURANCE ASSOCIATION DESIGNATED PRODUCT ENDORSEMENT In accordance with the provision ofparagraph (2) (B) ofSection V Definition (1) "OCCURRENCE" ofthis POLICY, it is understood and agreed between the NAMED INSURED and the COMPANY that this POLICY is hereby amended as indicated below. All the other items ofthis POLICY remain unchanged With respect to PERSONAL INJURY and PROPERTY DAMAGE resulting from a use ofonly the INSURED'S PRODUCTS which are listed in die Schedule to this Endorsement: (1) the RETROACTIVE DATE shall be 12:01 a.m. at the address ofthe NAMED INSURED on the 1st dav of October . 1986 : and (2) (A) the commencement ofany PERSONAL INJURY or PROPERTY DAMAGE which results from a use ofsuch INSURED'S PRODUCTS prior to the RETROACTIVE DATE stated in this Endorsement; or (B) any knowledge or notice ofany defect or hazard or any alleged defect or hazard associated with such INSURED'S PRODUCTS or with any similar products ofany INSURED causing or allegedly causing such PERSONAL INJURY or PROPERTY DAMAGE, which knowledge or notice the INSURED had at the Inception Date stated in Item 4 ofthe Declarations; shall not preclude an OCCURRENCE under this POLICY with respect to PERSONAL INJURY or PROPERTY DAMAGE which commences subsequent to the RETROACTIVE DATE stated in this Endorsement and shall not be deemed to mean that such PERSONAL INJURY or PROPERTY DAMAGE was either expected or intended by the INSURED or should have been expected or intended from the standpoint ofa reasonable INSURED; provided, however, that coverage is provided under this Endorsement only: (1) for that PERSONAL INJURY or PROPERTY DAMAGE, resulting from that use ofsuch INSURED'S PRODUCTS, which takes place on or subsequent to the RETROACTIVE DATE stated in this Endorsement and for which there was no coverage under any other insurance policy whose policy period has ended (regardless of whether such policy was renewed) prior to or at the Inception Date stated in Item 4 ofthe Declarations; and (2) where the NAMED INSURED first becomes aware ofsuch PERSONAL INJURY or PROPERTY DAMAGE on or subsequent to the RETROACTIVE DATE stated in this Endorsement; and (3) ifthe OCCURRENCE from which such PERSONAL INJURY or PROPERTY DAMAGE arises has not resulted, to the knowledge ofthe NAMED INSURED at the time the NAMED INSURED signed the application for this POLICY, in PERSONAL INJURY or PROPERTY DAMAGE prior to the POLICY PERIOD to more than the number ofpersons or entities specified in the Schedule of this Endorsement with respect to each INSURED'S PRODUCT listed therein. AEIA-5 (1-92) i of 2 GLD055894 0049-GLD-000055894 INSURED'S PRODUCTS SCHEDULE All INSURED'S PRODUCTS SPECIFIED NUMBER Not more than 200 Claims per entity per years since 1984 This Endorsement forms a part ofthe POLICY to which attached, effective on the Inception Date ofthe POLICY unless otherwise stated herein. (Hie information below is required only when this Endorsement is issued subsequent to preparation ofthe POLICY.) Policy No.:__________________________ Endorsement Effective Date:__________ Endorsement No.:__________________ 3 NAMED INSURED:___________________ Countersigned by: Authorized Representative AEIA-5 (1-92) 2 of 2 GLD055895 0049-GLD-000055895 AMERICAN EXCESS INSURANCE ASSOCIATION INSURANCE COMPANY ERRORS & OMISSIONS EXCLUSION It is agreed that the POLICY does not apply: (1) to any obligation assumed by an INSURED or any employee or agent of an INSURED undo- any insurance binder or contract ofinsurance, suretyship, or reinsurance; (2) to PERSONAL INJURY, PROPERTY DAMAGE or ADVERTISING OFFENSE, arising out of errors or omissions in writing or failing to write, continue or renew any contract of insurance, suretyship, or reinsurance; (3) to DAMAGES arising out ofthe settlement ofor failure to settle any claims made under any contract of insurance, suretyship or reinsurance; (4) to PERSONAL INJURY, PROPERTY DAMAGE or ADVERTISING OFFENSE arising out ofor resulting from the negligent, inadequate or incomplete performance ofor failure to perform inspection and engineering services including the making ofreports in connection with any contract of insurance, suretyship or reinsurance. This endorsement forms a part ofthe POLICY to which attached, effective on the Inception Date ofthe POLICY unless otherwise stated herein. (The information below is required only when this endorsement is issued subsequent to preparation ofthe POLICY.) Policy No.:____________________ Endorsement Effective Date:__ Endorsement No.:___________ 4 NAMED INSURED:__________ Countersigned by: Authorized Representative AEIA-20 (1-92) 1 of 1 GLD055896 0049-GLD-000055896 AMERICAN EXCESS INSURANCE ASSOCIATION OWNED AIRCRAFT ENDORSEMENT It is agreed that Section m. Exclusion (g) ofthe POLICY is amended to include the following as its last paragraph: (g) This Exclusion (g) does not apply to the maintenance, service, ownership, use, operation, loading or unloading ofany Aircraft if such Aircraft is owned or chartered without crew by or on behalf ofthe NAMED INSURED, or ifsuch Aircraft is being operated by any person in the course of his employment by the NAMED INSURED and is owned by such person; 1) As respects only the coverage which is provided by this endorsement. Item 3 ofthe Declarations page is amended to read as follows: PER OCCURRENCE UNDERLYING AMOUNT: $500,000,000. This Endorsement forms a part ofthe POLICY to which attached, effective on the Inception Date ofthe POLICY unless otherwise stated herein. (The information below is required only when this Endorsement is issued subsequent to preparation ofthe POLICY.) Policy No.:___________________ Endorsement Effective Date:__ Endorsement No.:___________ 5 Named Insured:_______________ Additional Premium: $________ Countersigned by: Authorized Representative AEIA-34 (1-92) lofl GLD055897 0049-GLD-000055897 AMERICAN EXCESS INSURANCE ASSOCIATION PROPERTY DAMAGE TO INSURED'S PRODUCTS OR OPERATIONS EXCLUSION REVISION ENDORSEMENT I. It is agreed that Section III Exclusion (k) (2) ofthe POLICY is amended to read as follows: (2) (A) PROPERTY DAMAGE to any portion or section of the INSURED'S PRODUCTS ifsuch PROPERTY DAMAGE arises out ofthat portion or section of such products; or (B) PROPERTY DAMAGE to that particular part of OPERATIONS completed by the INSURED, if such PROPERTY DAMAGE arises out ofthat particular part of OPERATIONS, or out of materials, parts or equipment furnished in connection therewith; or This Endorsement forms a part ofthe POLICY to which attached, effective on the Inception Date of the POLICY unless otherwise stated herein. (The information below is required only when this Endorsement is issued subsequent to preparation of the POLICY.) Policy No.:____________________ Endorsement Effective Date:__ Endorsement No.:___________ 6 NAMED INSURED;__________ Countersigned by: AEIA-SP-l Authorized Representative GLD055898 0049-GLD-000055898 AMERICAN EXCESS INSURANCE ASSOCIATION POLLUTION EXCLUSION REVISION ENDORSEMENT It is agreed that Section III Exclusion (c) to the POLICY is deleted in its entirety and replaced by the following: (c) (1) PERSONAL INJURY, PROPERTY DAMAGE or ADVERTISING OFFENSE directly or indirectly arising out of (A) the actual, alleged or threatened discharge, dispersal, release, seepage, or escape of any POLLUTANT into or upon any person, place or thing including land or other real estate, any man-made structure, the atmosphere, any water or watercourse whether above or below ground or otherwise into the environment, however caused and whenever happening; or (B) any direction or request, whether governmental or otherwise, that the INSURED evaluate, test for, monitor, clean up, remove, control, contain, treat, detoxify or neutralize any POLLUTANT or the actual, alleged or threatened discharge, dispersal, release, seepage or escape thereof; provided, however, except as provided in paragraph (2) of this Exclusion (c), subparagraphs (1)(A) and (B) ofthis Exclusion (c) shall not apply to PERSONAL INJURY, PROPERTY DAMAGE or ADVERTISING OFFENSE arising out of or alleged to arise out of: (x) INSURED'S PRODUCTS; (y) a discharge, dispersal, release, seepage or escape of POLLUTANTS caused solely by unintended fire, explosion, lightning, or a collision or overturning ofan AUTOMOBILE or railroad vehicle; or (z) a single or intermittent discharge, dispersal, release or escape of POLLUTANTS, which ceases within seven (7) days ofits first commencement, provided that it results in PERSONAL INJURY or PROPERTY DAMAGE which commences and is discovered within seven (7) days after the time such discharge, dispersal, release or escape first commences; (2) The exceptions to subparagraphs (1)(A) and (B) ofthis Exclusion (c) which are contained in subparagraphs (l)(y) and (z) ofthis Exclusion (c), shall in no event apply to the cost ofevaluating, testing for, AEIA-SP-2 1 of2 GLD055899 0049-GLD-000055899 monitoring, cleaning up, removing, controlling, containing, treating, detoxifying and/or neutralizing the discharge, dispersal, release, seepage and/or escape of any POLLUTANT on property at any time owned, leased and/or rented by the INSURED and/or under the control of the INSURED; Tins Endorsement forms a part ofthe POLICY to which attached, effective on the Inception Date ofthe POLICY unless otherwise stated herein. (The information below is required only when this Endorsement is issued subsequent to preparation ofthe POLICY.) Policy No.:____________________ Endorsement Effective Date:__ Endorsement No.:___________7 NAMED INSURED:__________ Countersigned by: Authorized Representative AEIA-SP-2 2 of 2 GLD055900 0049-GLD-000055900 AMERICAN EXCESS INSURANCE ASSOCIATION AMENDMENT OF L COVERAGE It is agreed that L COVERAGE ofthe POLICY is replaced by the following: L COVERAGE (a) The COMPANY shall indemnify the INSURED for ULTIMATE NET LOSS which the INSURED shall become legally obligated to pay by reason of liability imposed upon the INSURED by law or liability of others assumed by the INSURED under contract or agreement because ofPERSONAL INJURY, PROPERTY DAMAGE or ADVERTISING OFFENSE anywhere, which results from an OCCURRENCE, notice ofwhich shall have been first given to the COMPANY (in accordance with Condition (c) hereof): (1) by the NAMED INSURED during the POLICY PERIOD; (2) by the NAMED INSURED during any EXTENDED REPORTING PERIOD which the NAMED INSURED shall have elected to secure (or continue) or during the sixty day grace period provided in accordance with the following paragraph 1(b); or (3) by any former subsidiaiy or affiliate ofthe NAMED INSURED during any EXTENDED REPORTING PERIOD that may arise in accordance with Condition (m) hereof; provided, however, that in no event shall there be coverage under this POLICY for any liability ofany INSURED with respect to any OCCURRENCE, PERSONAL INJURY, PROPERTY DAMAGE or ADVERTISING OFFENSE for which there is, or but for the issuance ofthis POLICY would be, any coverage in any amount provided under any other policy issued by the COMPANY to the INSURED, irrespective of whether such other policy is issued prior to, simultaneously with or subsequent to this POLICY. (b) In the event ofcancellation or nonrenewal ofthis POLICY by the NAMED INSURED or the COMPANY, other than cancellation fbr nonpayment ofpremium, the NAMED INSURED may elect to secure an EXTENDED REPORTING PERIOD for an ANNUAL PERIOD and thereafter may elect annually to continue such EXTENDED REPORTING PERIOD, for such INSUREDS as the NAMED INSURED shall designate, by giving the COMPANY written notice of such election not less than ten (10) days prior to the earlier of the Expiration Date stated in Item 4 of the Declarations or the effective date ofcancellation of the POLICY, or the expiration date ofeach ANNUAL PERIOD, and by paying to the COMPANY the applicable annual premium for such EXTENDED REPORTING PERIOD as set forth in the attached Schedule G no later than the date of commencement ofthe corresponding ANNUAL PERIOD. In the event that this POLICY is not renewed or is cancelled, and the INSURED does not elect to secure an EXTENDED REPORTING PERIOD, then, subject to all other terms and conditions of this POLICY, there shall be allowed a grace period ofsixty (60) days during which an INSURED shall be entitled to give written notice ofan OCCURRENCE to the COMPANY, which grace period shall commence immediately following the earlier of the Expiration Date stated in Item 4 of the Declarations or the effective date of cancellation of the POLICY, as applicable: Where notice in accordance with Condition (c) ofan OCCURRENCE is first given during an EXTENDED REPORTING PERIOD or the sixty day grace period, it shall be deemed to have been given during the POLICY PERIOD ofthis POLICY for purposes of the application of the terms of this POLICY, including, but not by way oflimitation, the COMPANY'S Limit ofLiability and the PER OCCURRENCE UNDERLYING AMOUNT. AEIA-SP-3 I of2 GLD055901 0049-GLD-000055901 This Endorsement forms a part of the POLICY to which attached, effective on the Inception Date ofthe POLICY unless otherwise stated herein. (The information below is required only when this Endorsement is issued subsequent to preparation ofthe POLICY.) Policy No.:___________________________ Endorsement Effective Date:___. Endorsement No.:$. NAMED INSURED:- Countersigned by: Authorized Representative AEIA-SP-3 2 of2 GLD055902 0049-GLD-000055902