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OK) m U jlj) 1 i i I I t N17594 UMBRELLA LIABILITY MILLENNIUM CXU 1 6 7 0 4 21 82 1/1/99 CNA `rSC-30-1997 17=13 212 345 3697 M8.M GLOBAL BROKING 212 345 3697 P.02/03 CNA K&S 1 BO Maiden une. New Yak, NY 100 VIA FACSIMILE (212) 345+3697 Robert 9. Peed Managing Underwriter CNAEA8 Direct; 212-44Q42W Facsimile: 2J2-440-3601 EXCESS UMBRELLA BINDER CONFIRMATION (Revised 12/22/871 TO; Me. NMa Janacek Marsh & McLennan Global Broking 1166 Avenue oftheAmerica* New York. NY 10035 INSURED: Millennium Chemicals RENEWAL OF POUCY NO: Dear Nilda: We are pleased to confirm our Excess Umbrella Liability Binderas follows: CARRIER: Transcontinental Insurance Company (Admitted) ASSIGNED POLICY NO.: CXU1670* 2162 LIMITS OF LIABILITY: S25.000.000 pfo 600,000,000 Occ/Agg wnere applicable excess of Underlying Limits of 6150,000,000 OCO/S150.000,000 Gen Agg/$150.0CQ.000 PretLCompf Ops Agg excess of Primary Policies or Self insured Retention ANNUAL PREMIUM: $31,250 PUT SUBJECT TO THE FOLLOWING ENDORSEMENTS/CONDITIONS; EXCLUSIONS: ' Nuclear, Asbestos. Directors & Officers Liability, Discrimination. ERISA. Named Peril A Time Element Pollution (Following AlG version as per prior correspondence), Specified Entity Exclusion QMEWCO Joint Venture). Employment Related Practices ATTACK: Sunrise Endorsement (back to 4/30/86). Defense in Addition to Limits, Applicable State Amendatory Endorsements * 5C/50 Quota Share with Hartford GLD055493 0049-GLD-000055493 DEC-30-1997 17:13 212 345 3637 H&M GLOBAL BROKING Page 2 Me. Niida JanaeeK Re: Millennium Chemicals 212 345 3697 P.03/03 Lead Umbrella: (National Union) Firs!Layer (Winterthur) Second Layer: (TIG) UNDERLYING PROGRAM: S5D.000.000 OccJ$50.000.QW Gen A0g45D.OOO.OOO Piod-Ccmpl Ops. Agg excess of Primary Policies or SeifInsured Retention 550,000,000 excess of $50,000X00 excess of Primary $50,000,000 excess of $100.000,000 excess of Primary This Binder is valid pending issuance ofour Policy and is subject to no material change in the risk to be Insured by rite Company. Ifthere is a material change In the risk to be insured, which the Company has not specifically accepted upon notice, our binder is rescinded. Please note that payment in fullis due within forty five (45) days ofthe effective date ofthe policy. The insured's name and policy number should be clearly stated. Mall payments to: CNA insurance Companies P.O. Box 74714 Chicago. IL 60894-4714 Thank you for allowing us foe opportunity to participate on this program for yourvalued client Feet free to cau if you have any questions. Robert S- Peed Managing Underwriter Excess Casualty TOTAL P.03 GLD055494 0049-GLD-000055494 -f Z,~ V; /. _____ '""t'-v 7$% ' -' ' '.'" -.' .. !>v,v;^V 1 .. ... *: < , . -''-JWW,........... ." < . 1 ">'' * "" *'7 " * > . .r: ,. .; ' ......- % j .< y.: ...., - " ' a! i'.fc/ < V - -i-:;' V .. ' ........ : V--1 j j J 3; .?i .<< * asaa- 0049-GLD-000055495 EXCESS THIRD PARTY LIABILITY POLICY DECLARATIONS Item PRODUCER NO. BRANCH PREFIX POLICY NUMBER 976874 975 cxu 167042182 NAMED INSURED & ADDRESS: (Number & Street Town. County, Sate) Millennium Chemicals, Inc. 99 Wood Avenue South P.O. Box 7050 Iselin, New Jersey 08830 Policy Period; (hereinafter called t h is policy period*) January 1.1998 to: January 1,1999 12:01 AM. STANDARD TIME AT THE ADDRESSOF THE INSURED AS STATED HEREIN. OVA CNA Insurance Companies CNA Plaza RjrAtUiseOntminlBmmteVm Mein* Chicago, IL 60S85 Transcontinental Insurance Company (A stock insurance company, herein called the company) ag en t : Marsh & McLennan Global Broking NEW (2 RENEWAL OF: REPLACEMENT: OF: ISSUED: Schedule of underlying Insurance: Name of Underlying Insurerand Policy Number UroH of Liability. The Bmtt of Our Liability is shewnunder Our limit and Is In Excess of VoirUnderhung LlmlL COVERAGE OURLMT YOUR UNDERLYING LIMIT AUTOMOBILE LIABILITY A. Bodily Injury TOTAL UNIT B Property Damage C. Combined Single Limit Bocffiy injury and Property Damage BASIS Each Person Each Accident Each Occurrence Each Occurrence Each Occurrence LIABILITY OTHER THAN AUTOMOBILE D. BodBy injury Each Person Each Occurrence Aggregate E. Property Damage Each Occurrence F. Combined Single limit Bodily Injury and Property Damage See Endorsement #2 Premium Computation Premium Basis FLAT Aggregate Each Occurrence Aggregate Endorsements attached induce: Estimated Exposure MfA Each Occurrence Aggregate_______ SeeErd'imi {Schedule ofEmTtsi Rate Estimated Premium NfA $31,250 Deposit Premium: on effective date of policy Minimum Premium: Annual Policy term Audit Period: Not Applicable `Absence of enby means the "each person" limit doss notapply. in witness whereof, the company has caused this policy to be signed by its Chairman and Corporate Secretary at Chicago, Illinois, but the policy shell not become valid until countersigned on the dedoration page by a duly authorized representative of Ihe eempany. Countersigned by Page 1 of 3 C-17C0B-E Rev. 2/85 Chairman ofthe Board Secretary L----- > GLD055496 0049-GLD-000055496 Authorized Representative Excess Third Party Liability Policy We will provide the insurance in this policy if premium is paid and you comply 2. Intermediate Periods with afl terms of this policy. After the first aggregate period, any succeeding aggregate periods I. Coverage Agreements under this policy shall be concurrent with the aggregate period of a. This is excess insurance and only applies to those coverages for which the Immediate underlying Insurance, except for the final period. underlying limits of BabUtty are shown on the declarations of this policy. 3. Final Period b. Subject to a. above, we wil reimburse you for the amounts of lose. The final aggregate period of thie policy begins on the termination 1. exceetfing the limits of liability of allunderiylng Insurance stated date of the aggregate period of the immediate underlying Insurance, in Item 4. of the declarations end which Immediately precedes the expiration date of this policy, and 2. only up to the limit of liability stated in the declarations cf this policy ends on the expiration date of this policy. as our limits of liability. Nothing in this provision extends coverage beyond toe expiration date of c. All provisions of the immediate underlying insurance are considered this policy. as pari of this policy except any obligation to investigate, defend or pay IV. Conditions for such costs and expenses otyour defense. A provision in the a. Notice of Incident immediate underlying insurance inconsistent with any other provision Whenever you have Information from which you may reasonably in this policy is not a part of this policy. conclude that a loss appeals likely to involve this policy, written notice d. The policy applies to lose resulting from injury or destruction taking shafl be given to ua or sny of our authorized agents as soon as place during the policy period 6hown in the Declarations. practicable. When the immediate underlying insurance applies to occurrences b. Notice of Sufi taking place during its policy period rather than injury or destruction if suit is brought which appears Italy to involve this policy or alleges during its policy period; then, this policy likewise applies to occurrences taking place during this policy period and. occurrence, is substituted for damages involving this policy, immediate written notice shad be given to us along with copies of the suit papers. Injury or destruction in the policy. You must notify us or our agent of any loss which appears likely to e. tf any, underlying insurance terminates for any reason other than the involve this policy.We may. buiwaare not required to participate in the exhaustion of an aggregate limit of liability, this policy also terminates on investigation, settlement or defense of any claim made or suit brought the same date and the same time, without notice to you. against you. if termination, as stated above, is not permitted by the statutes of the c. Underlying insurance state shown asyour address In the declarations, tills policy will continue The policy policies referred to in the declarations asUnderiying to apply, but only to the extent that it would have applied ityour Insurance shall be maintained by you in fun effect during the term of this underlying insurance had not ceased to apply. policy. This requirement is a condition precedent of coverage. II. Definitions You must also promptly report to us any changes in coverage or a. Immediate Underlying Insurance" means the policy fisted on the premium in the underlying insurance. declarations of this policy which provides me layer of coverage d. Bankruptcy or insolvency immediately preceding the layer of coverage provided by this policy. The Insolvency or financial impairment of any underlying insurer does not b. "Loss" means amounts paid in settlement of a claim or judgment for increase the amountswe would otherwise have had to pay nor does this which you are legally liable. The amounts are subject to deductions for policy become excess of any reduced recoveries available because of subrogation, salvages, and any recoveries availabieLoss does not the insolvency or financial impairment include costs of defense, interest on judgment, or other expenses paid In e. Legal Actions Against Us defense or investigation of the claim. You may not bring any legal action againstus concerning this policy c. "Underlying Insurance" means any policy listed on the declarations of until: this policy. 1. You have fully complied with all the provisions of tots policy; and d. "We," "us" and "our" means the company providing this insurance. 2. The amount cf your obligation to pay has been decided. Such e. "You" or "your" means the person or organizations insured in the immediate underlying insurance. amount can be set by judgment againstyou after actual trial or by written agreement between you. ua. and the claimant. tit. Aggregate Limits of Liability Any person, organization, or their legal representative is entitled to a. Reduction of the aggregate When the available "each person" or "each occurrence" limit of liability of recover under this policy after they have secured a judgment or written agreement against you, Recovery is limited to toe extent of toe the underlying insurance as stated in Item IV of the Declarations is insurance afforded by this policy. No person or organization has any right reduced because the aggregate limit of liability otyour underlying insurance is reduced, this policy becomes excess of such reduced limit under this policy to indudeus in any action againstyou to determine your liability nor wffiwe be brought into such an action byyou or your of liability If such reduction is solely the result of injury or destruction representative. Ifyou or your estate becomes bankrupt or insolvent, it occurring after the inception date of this policy and not before. does not change any of our obligations under this policy. Nothing contained here shall operate to increase the limit of our liability. f. Rights of Recovery b. Application cf aggregates 1. If we make any payment, we are entitled to recover what we paid if the Immediate underlying Insurance aggregate fiml of liability form other parties. Any person to or forwhom we make payment applies separately to various operations, projects, locations, hazards, or must transfer to us their rights of recovery against any other party. types of injury, the aggregate limit of liability of this policy shall apply or the same basis. This person must do everything necessary to secure these rights and must do nothing that would jeopardize such rights c. Periods of time 2. Because this policy affords excess coversgeyour right of recovery The aggregate limits of natality of this policy apply separately to each may not always be exclusively given tous. We agree that if this aggregate period. happens, we shall act in concert with all other interests concerned, 1. First Aggregate Period including youre. This will include the enforcement of any recovery (a) The first aggregate period begins on the effective date of this rights, or in the recovery of amounts by any other means. The policy and ends on the next termination date of the aggregate apportionment of any amounts recovered shall be in the following period of the immediate underlying Insurance order: (t If this policy is: (a) any party including you who has paid an amount above (1) a renewal of a similar policy issued by us. and payment by this policy shall be reimbursed up to the amount (2) the expiration date of Ihis policy and the expiration or they have paid. anniversary date of the underlying policy are not (b) from any remaining baiance.we will then be reimbursed up to identical. the amountwe have paid. the applicable aggregate limit of tiabiuty of this policy for the first (c) from any remaining balance, amounts paid by any otyour period shall be reduced by any amount paid or payable as a result undertying policies shall be reimbursed. of injury or damage taking place during the final aggregate period of Expenses and costs necessary to the recovery of any the renewed policy. amounts shall be apportioned between all parties in the ratio Page 2 of 3 C-17C08-E Rev 2/B5 GLD055497 0049-GLD-000055497 of their recovery. W the attempt to recover to totally be equivalent to mailing, ifyou cancel, earned premium will be computed unsuccessful, expense and costs will be apportioned in the in accordance with the customary shorl-rate table and procedure, biWe ratio of the amounts each party sought to recover. wilt always be entitled to receive or keep the minimum premium amount g. Other insurance slated in the declarations. If we cancel, earned premium will be pro rata. When you are covered by other insurance polities in addfion to those Premium Adjustment may tie made at the time canceSation is effected or listed in the declarations of this policy asunderlylng insurance, this as soon afteiwards as Is practicable&ur check or our representative's policy shall apply andwe shall relmourseyeu in excess of the total limits check mailed or delivered will be sufficient tender of any refund due you. of JiaMIty ofyour listed underlying insurance and all other insurance Canceflation will be effective on the date stated in the notice even though under which you are covered. This indudes all primary secondary, we delay the refund of the unearned premium, access or contingent insurance. It does not, however, include insurance i. Insured First Named which you purchase specifically to be in excess of this policy. The person or organization first named in item 1 in the Declarations is h. cancellation authorized to act for ad of you. 'nils policy may be canceled byyou either by surrender to us or our If this policy insures more than one person or organization, cancellation authorized agents, or by maling tons written notice statins when must be effected by the first named insured and notice of cancellation by cancellation shall be effective. This policy may be canceled bps by mailing to you at the address shown in the policy, written notice stating us wlR be made to the first named insured and shal be considered as notice to all. Payment of any unearned premium to the first named when, not less than thirty (30) days after, ten (10) days if canceBaticn Is insured shall be tor the account of all. for nonpayment of any unpaid portion of the premium. such cancellation The first named Insured Is responsible for the premium. If the first named shall be effective. The mailing of notice is sufficient notice and the insured cannot or refuses to pay any or all of the premium, ail ofou are effective date of cancellation staled in the notice will become the end of jointly and severally responsible to pay us the premium due. die policy period. Delivery of written notice either byou or by us shall NUCLEAR ENERGY LIABILITY EXCLUSION ENDORSEMENT It is agreed that: property damage to such nuclear facility and any property a. The policy does not apply: thereat 1. Linder any Liability Coverage relating to Loss: b. As used in this endorsement; (a) with respect to which an Insured under the poBcy is also an "hazardous properties" Include radioactive, toxic or explosive properties; Insured uider a nuclear energy liability policy issued by Nuclear "nuclear material" means source material, "special nuclear material" or by Energy Liability Insurance Association. Mutual Atomic Energy product material; Liability Underwriters or Nuclear insurance Association of "souroe material1, "special nuclear material", and "byproduct material* have Canada, or would be an Insured under an such policy put for its the meanings given them in the Atomic Energy Act of 1954 or in any law termination upon exhaustion of its limit of liability; or amendatory thereof; (b) resulting mom the hazardous properties of nuclear material and "spent fuel' means any feel element or fuel component, solid or liquid, with respect to which (1) any parson or organization is required which has been used or exposed to radiation In a nuclear reactor; to maintain financial protection pursuant to the Atomic Energy "waste" means any waste material (a) containing byproduct material and (b) Act of 1964, or any lew amendatory thereof, or (2) the Insured is. resulting from toe operation by any person or organization of any nuclear or had this poRcy not been Issued would be, entitled to Indemnity facility Included within the definition of nuclear facility under paragraph 1 or from the United States of America or any agency thereof, under 2 thereof; any agreement entered into by the United States of America, or `nuclear facility" means: any agency thereof, with any person or organization. 1. any nuclear reactor, 2. Under any Medical Coverage, or under any Supplementary Payments 2. any equipment or device designed or used for (a) separating the provision relating to Drst aid, to expenses incurred with respect to isotopes of uranium or plutonium, (b) processing or utilizing spent feel, bodily Injury resulting form (he hazardous properties of nuclear or <c) handling, processing or packaging waste. material and arising out of the operation of a nuclear facility by any 3. any equipment or device used for the processing, fabricating or person or organization. alloying of special nuclear material if at any time toe total amount of 3. Under any Liability Coverage, to bodily injury or property damage such material in the custody of the insured at the premises where resulting from the hazardous properties of nuclear material, if such equipment or device is located consists of or contains more than (a) the nuclear material (1) is at any nuclear facility owned by, or 25 grams of plutonium or uranium 233 or any combination thereof, or operated tty. or on behalf of, an Insured or (2] has been more than 250 grams of uranium 235. discharged or dispersed therefrom; 4. any sbucture, basin, excavation, premises or place prepared or usee (b) the nuclear materials is continued in spent fuel or waste 8t any for toe storage or disposal of waste. time possessed, handled, used, processed, stored, transported and includes the site on which any of trie foregoing is located, all or disposed of by or on behalf of an Insured; or operations conducted o r such site and all premises used for such (c) the botfly injury d t property damage arises out of the furnishing operations; by art Insured of services, materials, parts or equipment in "nuclear reactor" means any apparatus designed or used to sustain connection with the planning, construction, maintenance, nuclear fission in s self-supporting chain reaction or to contain a operation or use of any nuclear facility, but if such facility is critical mass of fissionable material; "property damage" Includes all located within the United States of America, Its territories or forms of radioactive contamination of property. possessions or Canada, this exclusion (c) applies only to Page 3 of 3 C-170C8-E Rev. 2/35 &H.CUL GLD055498 0049-GLD-000055498 g ma Far AUtbe CoimmitraentgSau Mato* SCHEDULE OP ENDORSEMENTS C-17008-E 2 85 Endorsement #1 Endorsement #2 Endorsement #3 Endorsement #4 G-15038-A 7 89 RDX-5004 G-40239-C 10 85 U-RDX-5003 RDX-5002 G-115928-A6 95 Excess Third Part/ Liability Policy Declarations Page Schedule Of Endorsements Schedule Of Limits Of insurance Designated Entity Exclusion Prior Acts Endorsement Asbestos Exclusion Employee Retirement income Security Act Liability Exclusion Defense Coverage Endorsement Discrimination Exclusion Directors and Officers Liability Exclusion Employment Related Practices Exclusion This endorsement is a part of your policy and takes effect on the effective date of your policy, unless another effective date is shown below. Must Be Completed ENDT. NO. POLICY NO- Complete Only When This Endorsement Is Not Prepared with the Policy Or Is Not to be Effective with the Policy ISSUED TO EFFECTIVE DATE OF THIS ENDORSEMENT 1 CXU 167042182 Millennium Chemicals, inc. Countersigned by Authorized Representative GLD055499 0049-GLD-000055499 CVA FVir rt llrtin rraiiiithBrntirTin Mnlnr* Schedule of Limits ofInsurance Oar Limit: S 25.000.000 each occurrence and in the aggregate where applicable part ofS 50.000.000 each occurrence and in the aggregate. Layer Participants: Hartford Insurance Company ( SO %) excess of: Underlying Limits: $ 50.000.000 each occurrence and in the aggregate where applicable, as provided by: TIG Insurance Company________ ( 100%) in excess of: S 50.000.001) each occurrence and in the aggregate where applicable, as provided by: Winterthur (100%) in excess of: S SQ.OQO.OOO each occurrence and in the aggregate where applicable, as provided by: National Union___________ (100%) Which is excess of primary insurance. Nothing herein contained shall be held to vary, alter, waive or extend any of the terms, conditions, or limitations of the policy to which this endorsement Is attached other than as above stated. This endorsement, which forms a part of and Is for attachment to the following described policy issued by the company designated therein, takes effect on the effective date of said policy, unless another effective date is shown below, at the hour stated In said policy and expires concurrently with said policy, Must Be Completed ENDT. NO. POLICY NUMBER 2 CXU 167042182 Complete Only When This Endorsement is Not Prepared with the Policy Or is Not to be Effective with the Policy. ISSUED TO EFFECTIVE DATE OF THIS ENDORSEMENT Millennium Chemicals, Inc. Countersigned by_______________________________ Authorized Representative GLD055500 0049-GLD-000055500 Designated Entity Exclusion }t is agreed that this policy does not apply to any liability arising out of the operations or products of any person or organization listed below: NEWCO Joint Venture Nothing herein contained shall be held to vary, alter, waive or extend any of toe terms, conditions, or limitations of toe policy to which this endorsement Is attached other than as above stated. Must Be Completed ENDT. NO. POLICY NO. 3 CXU 167042182 Complete Only When This Endorsement is Not Prepared with the Policy Or Is Not to be Effective with the Policy ISSUED TO EFFECTIVE DATE OF THIS ENDORSEMENT Millennium Chemicals Countersigned by Authorized Representative GLD055501 0049-GLD-000055501 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COVERAGES FOR OCCURRENCES PRIOR TO THE POLICY PERIOD A. it is hereby understood and agreed that this policy shall apply to claims first made against the Named Insured on or after January 1,1998 resulting from occurrences that took place during die period from January 9,1986 to January 1,1998 12:01 AM standard time at the address stated in the declarations, (Hereinafter "prior acts") (with no reinstatement of the aggregate) subject otherwise to the terms, limitations, exclusions and conditions of this policy. B. The company's liability for the Named Insured's prior acts shall not exceed the amount stated on die declarations page, regardless of the number of (1) Named Insureds under the policy, (2) persons or organizations that sustain damage or injury, or (3) claims made or suits brought m respect of such prior acts. The company's liability for such prior acts shall, not however, be in addition to the limits of liability stated in the Declarations to the policy. C. Anything in the foregoing to die contrary notwithstanding, the coverage for prior acts provided by this endorsement shall not apply to: 1. Claims arising from any pending and/or prior litigation commenced prior to the policy period, regardless of whether the Named insured was named a party thereto when such litigation was commenoed, nor any future claim arising out of such litigation. 2. Any claims first made against the Named Insured prior to commencement of coverage under the policy. 3. Any claims which are covered, in whole or in part, by any extended reporting period issued to the Named Insured pursuant to any ciaims-made policy. 4. Any claims covered, in whole or in part, by the terms of any other policy of insurance available to the Named insured, whether or not collectible. 5. Any claims which would be covered, in whole or in part, by the terms of any other policy available to tee Named insured, but tor the exhaustion of limits under such policy, or because they fall within a deductible or self insured retention. 6. Any claims for which the Named Insured has previously given notice to any other insurer, assures or underwriter as of tee date hereof. 7. Any claims resulting from occurrences of which the Named Insured had actual or constructive notice prior to the commencement of coverage under the policy. This endorsement may not be cancelled by either the Named Insured or the Company, and the entire premium for this endorsement shall be fully earned as of the date of commencement of coverage under the policy. Ail other terms and conditions of this policy remain unchanged. This endorsement, which forms a part of and is for attachment to the following described policy issued by the company designated therein, takes effect on the effective date of said policy, unless another effective date is shown below, at the hour stated in said policy and expires concurrently with said policy. Must Be Completed ENDT. NO. POLICY NO. 4 CXU 187042182 Complete Only When 7his Endorsement Is Not Prepared with the Policy Or is Not to be Effective with the Policy ISSUED TO EFFECTIVE DATE OF THIS ENDORSEMENT Millennium Chemicals OVA All tkw Countersigned by Authorized Agent GX.D055502 0049-GLD-000055502 EXCLUSION - ASBESTOS This endorsement modifies insurance provided under the following: Commercial Umbrella Liability Policy Excess Third Party Liability Policy This insurance does not apply to: {1) Lose arising out ofthe actual, alleged or threatened exposure at any time to asbestos; or (2) Any loss cost or expense that may be awarded or incurred: (a) by reason ofa claim or suit for any such injury or damage; or (b) in complying with a governmental direction or request to test for, monitor, clean up, remove, contain or dispose of asbestos. Asbestos means the mineral in any form whether or not the asbestos was at any time: (1) Airborne as a fiber, particle or dust; (2) Contained in or formed a part of a product, structure or other real or personal property; (3) Carried on clothing; (4) . Inhaled or ingested; or (5) Transmitted by any other means. G-15036-A (Ed 7/89) Authorized Representative GLD055503 0049-GLD-000055503 CNA R AllHie ComtBitmeBtalbuMake EMPLOYEE RETIREMENT INCOME SECURITY ACT LIABILITY EXCLUSION This insurance does not apply to any loss as a result of liability imposed by the Employee Retirement Income Security Act of 1974 (or any amendment or addition thereto) or any state statute or common law rule which imposes fiduciary duties and responsibilities with respect to any employee benefit program. RDX5004 Countersigned by Authorized Representative GLD055504 0049-GLD-000055504 OIA fbrAllftCmaitBanlsVai Make* DEFENSE COVERAGE ENDORSEMENT In consideration of the premium paid, it is agreed that the following insuring Agreement is added to this policy: Defense and Settlement 1. Wnen the obligations of your underlying insurers to defend you against suits or to reimburse you for defense fees, costs, and expenses you incur stops because a limit of liability has been exhausted, we will either: a. assume the duty of defending you against suite, or b. reimburse you for the reasonable defense fees, costs, and expenses you incur with our written consent in the defense of suits, whichever we elect 2. As soon as you have information teat the underlying insurer's obligation to defend or reimburse you for defense fees, costs, and expenses has or wifi stop, you must notify us immediately. We will tell you whether we elect to assume the defense of the suit or reimburse you for reasonable defense fees, costs, and expenses you incur with our written consent as soon as practicable after we receive your notice. 3. Defense fees, costs, and expenses, whether incurred by us or by you and which are covered under this endorsement are in addition to our limit of liability. 4. Regardless of which option we elect, we have the sole right to settle any suit or claim we think appropriate without your consent 5. $ Included additional premium for the endorsement G-40239-C (ED. 10/85) Countersigned by Authorized Representative GLD055505 0049-GLD-000055505 C3A RirAOtbeCoaiiiilaalilMMalB* DISCRIMINATION EXCLUSION This insurance does not apply to any alleged or actual discrimination by an insured against a past, present or prospective employee and to discrimination committed intentionally against any person. U-RDX-5003 Countersigned by Authorized Representative GLD055506 0049-GLD-000055506 c va DIRECTORS* AND OFFICERS' LIABILITY EXCLUSION This insurance does not apply to any wrongful act, error, omission or breach of duty by you in the performance of the office of director or officer of any organization. RDX-5002 Countersigned bv Authorized Representative GLD055507 0049-GLD-000055507 CNA ArAUHia EMPLOYMENT - RELATED PRACTICES EXCLUSION This endorsement modifies insurance provided under the following: COMMERCIAL UMBRELLA PLUS COVERAGE PART 1. The following exclusion is added to part 2. Exclusions of SECTION I - COVERAGES: This insurance does not apply to: 'Bodily injury" or `personal injury" arising out of any: a. Refusal to employ; b. Termination of employment; c. Coercion, demotion, evaluation, reassignment disciplne, defamation, harassment, humiliation, discrimination, or other employment-related practices, policies, acts or omissions; or d. Consequential 'bodily injury" of consequential 'personal injury' as a result of a. through c. Above. This exclusion applies whether the insured may be held liable as an employer or in any other capacity, and to any obligation to share damages with or to repay someone else who must pay damages because of the injury. 2. The definition for "personal injury" in SECTION V - DEFINITIONS is deleted and replaced by the following: 'Personal injury" means injury, other than ``bodily injury" or injury excluded by 1. above or Exclusion 2.r. of SECTION 1 - COVERAGES, arising out of one or more of the following offenses: a. False arrest, detention or imprisonment; b. Malicious prosecution; c. Wrongful eviction from, wrongful entry into, or the invasion of the right of private occupancy of a room, dwelling, or premises that a person occupies by or on behalf of its owner, landlord or lessor; d. Discrimination, unless such insurance is prohibited by law; e. Humiliation; f. Libel; g. Slander or defamation of character; or h. Invasion of rights of privacy. All of which are committed in the conduct of an insured's business, except for coverage that is afforded under "Advertising Injury". Countersigned by Authorized Representative G-11592S-A (ED. 06/95) GLD055508 0049-GLD-000055508  r > #* 4 jjSIEgSin&Mj&5fc *r\ ` vs * /.* h & J Uil^felr 180 Maiden Line, New York, Nt*w York 10038 d$k GLD055509 0049-GLD-000055509