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ACC's 2009 Annual MeetingDon't just survive. Thrive!IV. EXCLUSIONSThis Insurance does not apply to LOSS, REMEDIATION EXPENSE, LEGAL DEFENSEEXPENSE or any other coverages afforded under this Policy or any endorsementsattached thereto:1.Known Condition(s)arising from POLLUTION CONDITIONS existing prior to the inception of this Policy,reported to any officer, director, partner, or employee responsible for envjiaffairs of the INSURED, which were not disclosed in writing to the Compsapplication or related materials prior to the inception of this Policy or p iortfbeing endorsed onto this Policy. Only conditions described in the/documentsxKnown Condition(s) Document Schedule are disclosed to the2.Multiplied Damages/Fines/Penaltiesbased upon or arising out of civil, administrative or criassessments, punitive, exemplary or multiplied damEmployer's Liability/Workers' Compensatiojbased upon or arising out of injury to: (a) anLEASED WORKER or TEMPORARY WORKEduring and in the course of said employmervto the conduct of the INSURED'S business, orunemployment compensation, unemployment compensimilar law; and (b) the spouse hiJd, parent, brotheofficer, partner, LEASED WORKER q? TEMRORARYconsequence of (a) aboveficeivpartner,sh injury occursfee of duties relatedWorkers' Compensation, or/disability benefits law orster of such employee, director,?KERofthe INSURED as aContractual Liabilitybased upon or arising as ares\lt of liability o others assumed by the INSURED underany contract or agreement unlessDilitv would exist in the absence of a contract oragreement. This exclusion does not a ppjyio liability of others assumed by the INSUREDin INSURED CONTRACT(S), if aSfed in the INSURED CONTRACT(S) Schedule.Insured's Property/Baileewitjrfespect tc PRORERTXDAJvlAGE only, to property owned, leased or operated by, orthe cgre/ ustddv orWrtrofof the INSURED, even if such PROPERTY DAMAGE isoid ormitigate LOSS or REMEDIATION EXPENSE which may be coveredlicy. ThiSNexclusion does not apply to REPLACEMENT COSTS.n or arising out of the ownership, maintenance, use, operation, loading oroading otany AUTOMOBILE, aircraft, WATERCRAFT, rolling stock or all other formsnsportation, including any cargo carried thereby, beyond the legal boundaries ofcatibn(s) owned, leased or operated by the INSURED and stated in either the PollutionLiability Schedule or the Remediation Legal Liability Schedule. This exclusionnot apply to Coverage D - Contingent Transportation Coverage.Divested Propertybased upon or arising from POLLUTION CONDITIONS on, at, under or emanating fromthe location(s) stated in either the Pollution Legal Liability Schedule or the RemediationLegal Liability Schedule, where the actual discharge, dispersal, release, seepage,migration or escape of POLLUTION CONDITIONS begins subsequent to the time suchlocation(s) are sold, given away, or abandoned by the INSURED, or condemned.GIC-PARL5CPr (9/04)Page 5 , 2004, XL America, Inc.Copyright 2009 Association of Corporate Counsel107 of 166

ACC's 2009 Annual MeetingDon't just survive. Thrive!Nuclear Hazard:a.based upon or arising from POLLUTION CONDITIONS(1)with respect to which an INSURED under this Policy is also anINSURED under a nuclear energy liability Policy issued by NuclearEnergy Liability Insurance Association, Mutual Atomic Energy LiabijjtyUnderwriters or Nuclear Insurance Association of Canada, or wo;an INSURED under any such Policy but for its termination uponexhaustion of its limits of liability; or(2)resulting from the HAZARDOUS PROPERTIES of NUCtMATERIAL and with respect to which(a)any person or organization is required tO/ffiaiatain fin protection pursuant to the Atomic Enejgy Apt of 1,954, o amendatory thereof, orthe INSURED is, or had this Policysiot been/issued wouJdbe (b)entitled to indemnity from the United states ofTtfrierica/or nyagency thereof, under any agreement ehtBredvinto by the/unitedStates of America, or any agenc there of, w[th any person ororganization; orbased upon or arising from POLLg from theHAZARDOUS PROPERTIES Q N(1)the NUCLEAR MATy, or operated by or on(a)is at any NUCbehalf anlN(b)has/been dis harg persgff therefrom; or(2)the NUCLEAR-MATERIAL isd in SPENT FUEL or WASTE atany timerocessed, stored, transported ordisposedlof by or on beltaif & an INSURED; ortheTBQDlkY INJURY or PRQi ERTY DAMAGE arises out of theingf services, materials, parts or equipment inn wfconstruction, maintenance, operation orNUCLEARTACILITY, but if such facility is located within theAmerica, its territories or possessions or Canada, this(3 applies only to PROPERTY DAMAGE to suchLITY and any property thereat.(5)ed i n f f e exclusion:"HAZARDOUS PROPERTIES" includes radioactive, toxic or explosiveproperties;"NUCLEAR MATERIAL" means SOURCE MATERIAL, SPECIALNUCLEAR MATERIAL or BYPRODUCT MATERIAL;"SOURCE MATERIAL", "SPECIAL NUCLEAR MATERIAL" and"BYPRODUCT MATERIAL" have the meanings given them in the AtomicEnergy Act of 1954 or in any law amendatory thereof;"SPENT FUEL" means any fuel element or fuel component, solid orliquid, which has been used or exposed to radiation in a NUCLEARREACTOR;"WASTE" means any waste material(a)containing BYPRODUCT MATERIAL; and(b)resulting from the operation by any person or organization of anyNUCLEAR FACILITY included within the definition of NUCLEARFACILITY under paragraph (6) (a) or (6) (b) thereof;GIC-PARL5CPr (9/04)Page 6 ,2004, XL America, Inc.Copyright 2009 Association of Corporate Counsel108 of 166

ACC's 2009 Annual MeetingDon't just survive. Thrive!(6)(7)(8)"NUCLEAR FACILITY" means:any NUCLEAR REACTOR,(a)any equipment or device designed or used for separating the(b)isotopes of uranium or plutonium, processing or utilizing SPENTFUEL, or handling, processing or packaging WASTE,any equipment or device used for the processing, fabricating (c)alloying of SPECIAL NUCLEAR MATERIAL, if at any tinne hetotal amount of such material in the custody of the INSURET.the premises where such equipment or device is,consists of or contains more than 25 grams of plutonium uranium 233 or any combination thereof, or rhQre ftgrams of uranium 235,any structure, basin, excavation, prernjj(d)used for the storage or disposal of ion which any of the foregoing is \otconducted on such site and all/premisoperations;"NUCLEAR REACTOR" means any\apparatu\deslgnecusjed tosustain nuclear fission in a self supporting chairHeactjcontain acritical mass of fissionable i"PROPERTY DAMAGE" intlude allTorrhs ofxra'djoactj.ve contaminationof property.Products Liabilitylanutactuced, sold, handled, distributed,based upon or arising out of gogds or pnSdihgjinderthe INSURED'S namealtered or repaired by the INSUREDpr by &any reliance upon a representationincluding any container thereofr nyfailure toretbv ut only if the POLLUTIONor warranty made at any time/with respecjCONDITIONS occur away from the locatlpnO owned, operated, or leased by thessession of such has been relinquished to others.INSURED and aft10.Intentionalarising frodeliberatadministratirerxe"serrtativethat result from intentional disregard of, or thecompliance with any statute, regulation, ordinance,letter or instruction by any governmental agency orofficer, director, partner, or employee responsible forSURED.11.ppfi or arising out of any consequence, whether direct or indirect, of war,act of foreign enemy, hostilities (whether war be declared or not), civil war,Jion revolution, insurrection or military or usurped power.Basetl Paint and Asbestosupon or arising out of the existence, required removal or abatement of lead basednt/or asbestos, in any form, including but not limited to products containing asbestos,stos fibers, asbestos dust, and asbestos containing materials.Underground Storage Tank(s)based upon or arising out of the existence of any underground storage tank(s) andassociated piping. This exclusion does not apply to underground storage tank(s) orassociated piping:(a)either closed, abandoned in place or removed, in accordance with all applicablefederal, state, or provincial regulations, prior to the inception date of this Policy;orGIC-PARL5CPr (9/04)Page 7 ,2004, XL America, Inc.Copyright 2009 Association of Corporate Counsel109 of 166

ACC's 2009 Annual Meeting14.Don't just survive. Thrive!(b)listed in the Underground Storage Tank(s) and Associated Piping Schedule, ifany; or(c)the existence of which is unknown by any officer, director, partner or employeeresponsible for environmental affairs of the INSURED.Natural Radioactive Material(s)based upon or arising out of the existence, required removal orabatemeroccurring radioactive materials), including but not limited to radon.V. EXTENDED REPORTING PERIODAutomatic Extended Reporting PeriodB.1.The FIRST NAMED INSURED shall be entitled to an Autofor no additional premium in the event of the terminationnon-renewal. The Automatic Extended Reporting Perioagainst the INSURED during the sixty (60) days immediasuch cancellation or non-renewal, but only by reas of or prior to the applicable termination or expiratiinsurance. The Automatic Sixty (60) Day Exten(1) POLLUTION CONDITIONS are discov redsubsequexpiration date; (2) the Policy is terminateckfor fraudINSURED has purchased other insurance to'replace th2.It is further agreed that if a CPERIOD and reported to thethe expiration date of this Polto the Company on the/last dwhere a new policyjras been isPERIOD which inXnedjalely folioPeriodon orfiratfmadee date ofONS existingcovered by this% not apply where:licable termination orof premium; or (3) thenee covered under the Policy.4SURED during the POLICYJ, bythe/ttslSURED within sixty (60) days ofnshall De considered to have been reportedERIOD. This provision shall apply only?ED by the Company for a POLICYOptional Extend Entitled to purchase an Optional Extended Reporting /a\ of the Policy subject to the following terms andThe FIRSTSPeriod uponconditffect less than three-hundred and sixty-five (365) days, the FIRST NAMED'e entitled to purchase an Optional Extended Reporting Period upon payment ofpremium of not more than 200% of the full Policy Premium stated in Item 6 of the\ terms equal to or greater than three-hundred and sixty-five (365) days, the FIRSTl)RED shall be entitled to purchase an Optional Extended Reporting Period uponadditional premium of not more than 100% of the full Policy Premium stated intern G.otihe Declarations. The Optional Extended Reporting Period shall be effective for three(3) consecutive three-hundred and sixty-five (365) day periods commencing immediatelyfollowing the effective date of cancellation or non-renewal. The FIRST NAMED INSURED mustelect to purchase this Optional Extended Reporting Period in writing within thirty (30) days fromthe cancellation or non-renewal of the Policy. The Automatic Extended Reporting Period of sixty(60) days will be merged into this period and is not in addition to this period. The OptionalExtended Reporting Period shall apply to CLAIMS first made against the INSURED during theOptional Extended Reporting Period, but only by reason of POLLUTION CONDITIONS existingas of or prior to the date of cancellation or non-renewal of this Policy, and otherwise covered byGIC-PARL5CPr (9/04)Page 8 ,2004, XL America, Inc.Copyright 2009 Association of Corporate Counsel110 of 166

ACC's 2009 Annual MeetingDon't just survive. Thrive!this Policy. The Optional Extended Reporting Period does not apply where: (1) POLLUTIONCONDITIONS are discovered subsequent to the applicable termination or expiration date; (2) thePolicy is terminated for fraud or non-payment of premium; or (3) the INSURED has purchasedother insurance to replace the insurance covered under the Policy. It is a condition precedent tothe operation of the rights granted under this clause that payment of the appropriate premiumshall be made not later than thirty (30) days after expiration in the case of non-renewal or pfiOKtocancellation in the case of cancellation.For purposes of this Section, the quotation of different terms and conditions by th shall not be construed as non-renewal.VI. LIMIT OF LIABILITY AND RETENTIONThis Policy will pay 100% of all covered LOSS, REMEDIATION EXPJEXPENSE or any other coverages afforded by endorsement attachedthe applicable Retention Amount stated in Item 3.b. of the Declarationof Liability stated in Item 3.a. of the Declarations and the other terras, anB.The Retention Amount is to be borne by the INSUREDjnd isCompany has expressed its prior consent in writing tiREMEDIATION EXPENSE or LEGAL DEFENSEendorsement arising out of the same or relatedPOLIshall be considered a single LOSS, REMEDIATION EXPENor other coverage as specified. The applicabfe\Limits. ofin the Declarations shall apply.jureduniess the4.SURED. All LOSS,rages afforded byany one location' LEGAl DEFENSE EXPENSE,fention Amount(s) stated PENSE or LEGAL DEFENSEThe Company's total liability for all/LOSSrREMEDIAluring the POLICY PERIOD,EXPENSE or any other coverages afforded by enAutomatic Extended Reporting Periocl or Option:nded Reporting Period, if applicable, shallnot exceed the Limit of LiajDiUty stated In Item 3.a.)of t ie Declarations.ultiple CJ AIMS That Are Reported in Different POLICYNoncumulation of LiiE or LEGAL DEFENSE EXPENSE or otherPERIODS: Any LO;rred and reported to the Company, in writing, over morecoverages affordirom the same or related POLLUTION CONDITIONS,than one POLICYDIATION EXPENSE, or LEGAL DEFENSE EXPENSE,shall be cojSS, REMEDIATION EXPENSE, or LEGAL DEFENSEor other,speisifieded by endorsement will be subject to the same Limits ofEXPIveragin effect at the time of the first reported LOSS, REMEDIATIONLialh AmouhEXPENSE,L DEFENSE EXPENSE or other coverage as specified.ORTING, DEFENSE, SETTLEMENT AND COOPERATIONa condition precedent to the coverage hereunder, in the event of BODILY INJURY,PROPERTY DAMAGE, POLLUTION CONDITIONS, or any CLAIM, written or oral notice ntaining particulars sufficient to identify the INSURED and also reasonable obtainableinfow oirwith respect to the time, place and circumstances thereof, and the names andaddressesof the injured and of available witnesses, shall be given by or for the INSURED to theCompany or any of its authorized agents as soon as practicable. In the event of oral notice, theINSURED agrees to furnish a written report as soon as practicable.B.As a condition precedent to the coverage hereunder, if a CLAIM is made against the INSURED,the INSURED shall forward to the Company every demand, notice, summons, order or otherprocess received by the INSURED or the INSURED'S representative as soon as practicable.GIC-PARL5CPr (9/04)Page 9 , 2004, XL America, Inc.Copyright 2009 Association of Corporate Counsel111 of 166

ACC's 2009 Annual MeetingDon't just survive. Thrive!No costs, charges or expenses shall be incurred, nor payments made, obligations assumed orremediation commenced without the Company's consent which shall not be unreasonablywithheld. This provision does not apply to costs incurred by the INSURED on an emergencybasis, where any delay on the part of the INSURED would cause injury to persons or damage toproperty, or increase significantly the cost of responding to a CLAIM. The INSURED shall notifythe Company immediately thereafter. The Company shall have the right to designate legscounsel for the investigation, adjustment and defense of CLAIMS. The Company shall con§unwith the INSURED in conjunction with the selection of counsel. The INSURED shall not adrliability or settle any CLAIM without the Company's consent. If the Company reco/settlement of a CLAIM:1.2.for an amount within the Retention and the INSURED refuses SUCH se Company shall not be liable for any LOSS, REMEDIATION EXfDEFENSE EXPENSE or other coverages afforded by endorsRetention; orfor a total amount in excess of the Retention and the INSUREthe Company's liability for LOSS, REMEDIATION EXPENJEXPENSE or other coverages afforded by endorsedthe recommended settlement and the costs, charges';refusal which exceed the Retention and fall'The Company shall have the right and the duty to a;defense of any CLAIM. In case of the exercis 3oHhisCompany, shall promptly reimburse the Company fbranEXPENSE, LEGAL DEFENSE EXPENSE oth coveragwithin the INSURED'S Retention.hatportion ofNSURED'sadjustment oron demand of the3S, REMEDIATIONby endorsement fallingThe INSURED shall cooperate with We Company and upon me Company's request shall submitto examination and interrogation by alrepresentative of the company, under oath if required, andshall attend hearings, depositions ndtrials and sjhalljassist in affecting settlement, securing andancfexpfwjtn'esse's and in the conduct of suits, as well as ingiving evidence, obtainijout chargeao the Company. The INSURED shall furtherthe investigation and/cwhateverisnecessary to secure and affect any rights ofcooperate with thejwhich the INSURED may have.indemnity, contribution LEGAL DEFENSE DUTIESjres thatthe Limit of Liability stated in Item 3.a. of the Declarations has beenisted in defending CLAIMS or that the Company has paid out or will soonate Limit of Liability stated in Item 3.a. of the Declarations, the Company will T NAMED INSURED in writing as soon as possible. The Company will advise nd CLAIMS seeking damages subject to those limits has terminated, subjectuts, and that it will no longer handle the defense of any CLAIM for whichthe date it sends out such notice. The Company will take immediate andsteps to transfer control of any existing defense prior to exhaustion of the limits to the?D INSURED. The FIRST NAMED INSURED agrees to reimburse the Company foriich the Company bears in connection with the transfer of the defense.Company will take appropriate steps necessary to defend the CLAIM during the transfer ofthe defense and avoid any unfavorable legal action provided thatthe FIRST NAMED INSUREDcooperates in the transfer of the duties of the defense.The exhaustion of the applicable Limit of Liability by the payment of LOSS, REMEDIATIONEXPENSE, LEGAL DEFENSE EXPENSE or other coverages afforded by endorsement will notbe affected by the Company's failure to comply with any of the provisions of this section.GIC-PARL5CPr (9/04)Page 10 , 2004, XL America, Inc.Copyright 2009 Association of Corporate Counsel112 of 166

ACC's 2009 Annual MeetingDon't just survive. Thrive!IX. CONDITIONSINSPECTION AND AUDIT - The Company shall be permitted but not obligated to inspect,sample and monitor on a continuing basis the INSURED'S property or operations and anyscheduled location, at any time. Neither the Company's right to make inspections, samplemonitor nor the actual undertaking thereof nor any report thereon shall constitute an undeon behalf of the INSURED or others, to determine or warrant that property or operations a healthful or conform to acceptable engineering practice or are in compliance with any law, rubregulation. Access for the inspection and audit will be coordinated through the brfthe FIRST NAMED INSURED.B.CANCELLATION - This Policy may be canceled by the FIRST NAMED \thereof to the Company or any of its authorized agents or by mailing tonotice stating when thereafter the cancellation shall be effective. Ththe Company by mailing to the FIRST NAMED INSURED at the addresswritten notice stating when not less than sixty (60) days [tenpremium] thereafter such cancellation shall be effective. Thbe sufficient proof of notice. The time of surrender or the estated in the notice shall become the end of the POLICY PEI

GREENWICH INSURANCE COMPANY STAMFORD, CONNECTICUT (A Stock Insurance Company Herein Called the Company) POLLUTION AND REMEDIATION LEGAL LIABILITY POLI THIS IS A "CLAIMS-MADE AND REPORTED" POLICY. THE POLICY RE( . ,2004, XL America, Inc. Page 1 ACC's 2009 Annual Meeting Don't just survive. Thrive!