Free Motion for Partial Summary Judgment - District Court of Colorado - Colorado

Case 1:04-cv-00725-RPM
WESTCHESTER FIRE INSURANCE LIPANY

Document 41-4

Filed 07/01/2005

Page 1 of 25

ACE

USA

MANAGEMENTPROTECTION INSURANCE POLICY
ISSUED

THI THIS

IS POLICY

BY THE

STOCK INSURANCE COMPANY

LISTED ABOVE HEREIN

INSURER

THI THIS POLICY IS CLAIM CLAIMS MADE POLICY EXCEPT AS POLICY COVER COVERS ONLY CLAIM CLAIMS FIRST MADE AGAINST PERIOD PLEASE READ THIS POLICY THI CAREFULLY DEFENSE AND CLAIM CLAIMS EXPENSE EXPENSES ARE WITHIN THE LIMIT LIMITS

OTHERWISE PROVIDED THE INSURED INSUREDS DURING

HEREIN
THE

THI THIS POLICY

OF LIABILITY

OF THIS THI

POLICY

DECLARATION DECLARATIONS

NO POLICY

DON

648451

ITEM

1

COMPANY
ADDRES ADDRESS PRINCIPAL

THE 1415

QUIZNO QUIZNOS
LARIMER
CO

CORPORATION
STREET 80202

DENVER

ITEM 2

A

PERIOD POLICY FROM 1201 AM62412001 ADDRES AT THE ADDRESS SHOWN IN ITEM TO 1201 AM 6242002

LOCAL TIME

B

LIMIT

PERIOD

1 2

SAME

AS

ONE YEAR WITHIN

POLICY PERIOD PERIOD POLICY

YES

NO NO

EI

YES

ITEM 3

LIMIT

OF

LIABILITY
GRANTED AMOUNT

A

LIMIT SINGLE AGGREGATE

OF

LIABILITY
YES

FOR ALL COVERAGE PART PARTS COMBINED

EJ

NO

B

LIMIT LIMITS SEPARATE

OF

LIABILITY

E1

YES

NO

COVERAGE PARTS PART DIRECTOR DIRECTORS
COMPANY OFFICER OFFICERS SECURITIE SECURITIES

LIMIT

OF LIABILITY

4000000

MPDCOO2

499

QWEST0006

Case 1:04-cv-00725-RPM
ITEM 4 PART PARTS COVERAGE PURCHASED

Document 41-4
SECURITIE SECURITIES

Filed 07/01/2005

Page 2 of 25

DIRECTOR DIRECTORS

OFFICER OFFICERS

COMPANY

ITEM

5

PREMIUM POLICY ANNUAL PREMIUM

52900
52900

PERIOD DISCOVERY A ADDITIONAL PREMIUM
ONE YEAR 50

OF ANNUAL PREMIUM

B

ADDITIONAL

PERIOD

ITEM

NOTICE TO INSURER A NOTICE OF CLAIM ACT WRONGFUL
OR

LOS LOSS

DIRECTOR OF ACE 1133 32ND NEW B ALL OTHER NOTICES NOTICE WESTCHESTER 1133 32ND NEW AVENUE FLOOR USA AVENUE FLOOR

CLAIM CLAIMS

OF THE AMERICAS AMERICA

YORK NY

10036

FIRE INSURANCE

COMPANY

OF THE AMERICAS AMERICA 10036

YORK NY

ITEM

7

ENDORSEMENT ENDORSEMENTS
AMEND INSURER

TO THE GENERAL CONDITIONS CONDITION

AND LIMITATIONS LIMITATION

EFFECTIVE AT
COLORADO

INCEPTION

ADDRES ADDRESS

SIGNATURE

ENDORSEMENT

AMENDATORY

DATE REPRESENTATIVE ITHORIZED

MPDCOO2

T499

QWEST00062

Case 1:04-cv-00725-RPM
WESTCHESTER FIRE INSURANCE

Document 41-4

Filed 07/01/2005

Page 3 of 25

COMPANY

ACEUSA

MANAGEMENTPROTECTION INSURANCE POLICY

IN

CONSIDERATION

OF THE

PAYMENT OF THE PREMIUM AND IN RELIANCE
INSURER IN THE
TO ALL OTHER TERMS TERM

ON

ALL STATEMENTS STATEMENT

MADE

AND

INFORMATION

FURNISHED
TO THE

BY THE COMPANY TO THE DECLARATION DECLARATIONS AND FOREGOING
FOLLOW FOLLOWS

APPLICATIONWHICH IS HEREBY MADE OF THIS POLICY THE COMPANY THE INSUREDS THI INSURED

PART HEREOF AND

SUBJECT

AND THE INSURER

AGREE

AS

GENERAL

CONDITION CONDITIONS

AND

LIM1TATION LIM1TATIONS

1

TERM TERMS

AND

CONDITION CONDITIONS

THE TERMS TERM

IN AND LIMITATIONS OR UNLESS STATED TO THE CONTRARY ANY COVERAGE LIMITATION UNLES PART PART AND SHALL THI PART OF THIS POLICY APPLYONLYTO THAT COVERAGE COVERAGE CONDITION PART OF THIS POLICY ANY TERM REFERENCED IN THE GENERAL CONDITIONS AND THI NOT APPLYTO ANY OTHER COVERAGE PART PART SHALL FOR PURPOSES OF COVERAGE UNDER THAT COVERAGE LIMITATION LIMITATIONS WHICH IS DEFINED IN COVERAGE PURPOSE IN THE GENERAL CONDITIONS CONDITION AND IF HAVE THE MEANING SET FORTH IN THAT COVERAGEPART ANY PROVISION TERM TERM CONDITION PART THE TERMS LIMITATION LIMITATIONS IS INCONSISTENT OR IN CONFLICT WITH THE TERMS AND CONDITIONS OF ANY COVERAGE PART PART SHALL CONTROL FOR PURPOSES OF THAT COVERAGE AND CONDITIONS OF SUCH COVERAGE CONDITION PURPOSE FOR THE EXCEPT GENERAL CONDITIONS CONDITION OF EACH AND CONDITIONS CONDITION DEFINITION DEFINITIONS

2

WHEN

USED IN THIS THI

POLICY
MEAN MEANS

A

ANNUAL

PREMIUM

ADDITIONAL

ANNUALIZED ANNUALIZED PREMIUM AND THE FULLY ORIGINAL THE POLICY PERIOD THE INSURER FOR OR DURING PREMIUMS PREMIUM CHARGED BY THE

AMOUNT

OF ANY

B

MATERIAL ATTACHMENT ATTACHMENTS AND MATERIALS SUBMITTED THEREWITH MEAN MEANS ALL SIGNEDAPPLICATIONS APPLICATION APPLICATION INCLUDING DIRECT OR INDIRECT THI FOR THIS POLICYOR FOR ANY POLICYISSUED BY THE INSURER OF WHICH THIS POLICYIS THI ATTACHED TO ATTACHMENT ATTACHMENTS AND MATERIALS ARE DEEMED MATERIAL RENEWAL OR REPLACEMENT ALL SUCH APPLICATIONS APPLICATION AND INCORPORATED THIS POLICY INTO THI

C

COMPANY MEANS MEAN AS ORGANIZATION

DEBTOR IN

THE PARENT COMPANY AND THE SUBSIDIARIES SUBSIDIARIE INCLUDINGANY SUCH COLLECTIVELY LAW OR AN EQUIVALENTTATUS STATU S UNDER UNITED STATES BANKRUPTCY STATE POSSESSION

UNDER THE LAW OF ANY OTHER COUNTRY D DEFENSE AND COST COSTS
MEAN MEANS

REASONABLE COSTS COST AND
OR

CHARGE FEE CHARGESFEES INCLUDINGBUT
INCURRED
OR

NOT

LIMITED TO SALARIE SALARIES IN

FEE ATTORNEY FEES ATTORNEYS
OR

EXPERT FEE EXPERTS FEES

EXPENSE EXPENSES

OTHER THAN REGULAR OVERTIME OR

DIRECTORS OFFICER DIRECTOR OFFICERS
CLAIM C INVESTIGATINGLAIMS E

EMPLOYEES EMPLOYEE OF THE

AND THE

COMPANY PREMIUM FOR APPEAL ATTACHMENT

BY

WAGE WAGES THE INSUREDS INSURED

FEE FEES OF THE

OR DEFENDING

SIMILAR BONDS

THE PERIOD FOR THE EXTENSION OF COVERAGE MEAN DISCOVERY PERIOD MEANS OF THESE GENERAL CONDITIONS AND LIMITATIONS CONDITION SUBSECTION OR 10B ERISA
OR

IF

EXERCISED DESCRIBED

IN

F

MEAN MEANS

THE

EMPLOYEERETIREMENT
OR

INCOME

LOCAL COMMON

RULE LAW AND ANY RULES AND STATUTORY IN THE

ACT OF 1974 AS AMENDED SECURITY ANY THEREUNDER REGULATION REGULATIONS PROMULGATED WITH

SIMILAR STATE

G

EXECUTIVE

OFFICER OFFICERS EITHER

MEAN OR SINGULAR PLURALMEANS

RESPECT

TO

ANY

COMPANY

ITS

C CHAIRPERSON PRESIDENTCHIEF EXECUTIVE OFFICER CHIEF FINANCIAL OFFICER INHOUSE GENERALOUNSEL AND THE EMPLOYMENT PRACTICE PRACTICES COVERAGE PART IF GRANTED THE DIRECTOR OF HUMAN SOLELYWITH RESPECTTO
RESOURCE RESOURCES OR

EQUIVALENTOSITION P

MPGTOO1

499

PAGE

OF 10

QWEST00063

Case 1:04-cv-00725-RPM
H FINANCIAL
STATE
OR MEAN IMPAIRMENT MEANS

Document 41-4
THE STATUS STATU
OR

Filed 07/01/2005

Page 4 of 25

FROM THE APPOINTMENT BY ANY COMPANY RESULTING RECEIVER CONSERVATOR LIQUIDATOR TRUSTEE REHABILITATOR THE OR THE COMPANY OR SIMILAR OFFICIAL TO TAKE CONTROL OF SUPERVISE MANAGE LIQUIDATE OR DEBTOR IN POSSESSION COMPANYBECOMING OF THE FEDERAL OFFICIAL AGENCY
COURT OF ANY

I

LNSURED MEAN LNSUREDS MEANS DEFINED
AS

WITH

PART ALL ORGANIZATIONS PLAN ORGANIZATION PLANSAND NATURAL PERSONS PERSON RESPECT TO ANY COVERAGE

INSUREDS THEREUNDER INSURED ACT ACTS WRONGFUL ACT A WRONGFULCTS
CAUSE

J

INTERRELATED

MEAN MEANS

ALL

THAT HAVE
OR

AS

COMMON

NEXU NEXUS

CIRCUMSTANCE SITUATION EVENT TRANSACTION SITUATION EVENT SITUATIONS EVENTS TRANSACTIONS
K

TRANSACTION
OR CAUSES

SERIE SERIES

OF

RELATED FACTS FACT

ANY FACT CIRCUMSTANCE CIRCUMSTANCES

PART PART PARTS MEANS MEAN LIABILITY COVERAGE ANY COVERAGE OR BOND COVERAGEPART IF PURCHASED LIMIT PERIOD THE DESCRIBED PERIOD IN ITEM 2B

OF THIS THI

POLICYOTHER

THAN ANY COMMERCIAL

CRIME

L

MEAN MEANS

OF THE DECLARATIONS SUBJECTO DECLARATION T AND LIMITATIONS

TERMINATION PRIOR

IN ACCORDANCE WITH

SUBSECTION

CONDITION OF THESE GENERAL CONDITIONS IN ITEM

M

PARENT

COMPANY MEANS MEAN

THE

FIRST ORGANIZATION NAMED

OF THE DECLARATIONS

N

FORM INCLUDING ALL ATTACHED THE DECLARATION THI POLICY MEAN MEANS COLLECTIVELY DECLARATIONS THE APPLICATIONTHIS POLICY ENDORSEMENT PART PARTS AND ANY ENDORSEMENTS HERETO COVERAGE

0

POLICYPERIOD

MEAN MEANS

THE

PERIODOF
WITH

TIME

IN SPECIFIED 12

ITEM

2A

TO OF THE DECLARATIONS SUBJECT DECLARATION

PRIOR

TERMINATION IN ACCORDANCE

SUBSECTION

OF THESE GENERAL CONDITIONS CONDITION

AND LIMITATIONS

P

POLLUTANT POLLUTANTS

MEAN MEANS AS

ANY

CHARACTERISTIC CHARACTERISTICS STATE STATES

DEFINED

ENVIRONMENTAL

THEREOF COUNTERPART THERMAL IRRITANTS CONTAMINANTS IRRITANT CONTAMINANT MATERIALS INFECTIOU INFECTIOUS MEDICAL WASTE

HAZARDOU EXHIBITING ANY HAZARDOUS ISSUED BY THE UNITED PROTECTION AGENCY OR ANY FEDERAL STATE COUNTY MUNICIPALITYOR LOCALITY SUCH SUBSTANCES SHALL INCLUDE WITHOUT LIMITATION SOLIDS LIQUIDS GASEOUS OR SUBSTANCE SOLID LIQUID GASEOU SUBSTANCE LOCATED

ANYWHERE IN

THE

WORLD

BY

OR

IDENTIFIED

ON

LIST OF HAZARDOUS HAZARDOU

SUBSTANCE SUBSTANCES

POLLUTANT POLLUTANTS SHALT ALSO
OR

FUME ACID ALKALI CHEMICAL VAPOR SOOT FUMES ACIDS ALKALIS CHEMICALS OR WASTE WATER OIL OR OIL PRODUCTS PRODUCT ANY OTHER AIR EMISSION ODOR WASTE ASBESTO ASBESTOS OR ASBESTOS PRODUCTSNOISE AND ELECTRIC OR MAGNETIC OR ASBESTO PRODUCT
OR

SMOKE

MEAN

FIELD ECTROMAGNETIC Q

SUBSIDIARYEITHER
1 ANY COMPANY

IN THE

OR MEAN MEANS SINGULAR PLURAL

IN WHICH

MORE

THAN 50

OF THE

PRESENT RIGHT TO VOTE COMBINATION BY ONE OR
2 ANY

FOR ELECTION OF
MORE

DIRECTOR DIRECTORS IS AND

SECURITIE THE OUTSTANDINGOTINGSECURITIES REPRESENTING V OWNED OR DIRECTLY INDIRECTLYIN ANY

COMPANIE COMPANIES
TRUST
OR

FOUNDATION

CHARITABLE

A POLITICALCTION

COMMITTEE

CONTROLLED

BY

ONE

OR

MORE

COMPANIES
3

ESTATE ESTATES
THE

LEGAL

REPRESENTATIVE REPRESENTATIVES

AND

SPOUSE SPOUSES

PERSON HEIR HEIRS LEGAL REPRESENTATIVE REPRESENTATIVES ASSIGN AND SPOUSES OF INSURED PERSONS SHALL BE CONSIDERED AN ASSIGNS SPOUSE HEIR PART BUT COVERAGE IS AFFORDED TO SUCH ESTATES HEIRS LEGAL ESTATE LIABILITY COVERAGE ANY FOR CLAIM ARISING OUT OF THEIR STATUS AS SUCH AND IN THE STATU AND SPOUSES ONLY SOLELY REPRESENTATIVE REPRESENTATIVES ASSIGN ASSIGNS SPOUSE ESTATE ESTATES INSURED UNDER
CASE

OF
OR

SPOUSE

WHERE

SUCH

CLAIM

SEEK SEEKS

DAMAGE DAMAGES FROM

MARITAL

PROPERTY

TRANSFERRED FROM THE INSURED PERSON TO THE SPOUSE PROPERTY

COMMUNITY PROPERTY JOINTLYHELD NO COVERAGE IS PROVIDED FOR ANY

THI ALL TERMS AND CONDITIONS OF THIS TERM CONDITION A ASSIGNOR SPOUSE WRONGFULCT OF AN ESTATE HEIR LEGAL REPRESENTATIVE TO LOS WITHOUT LIMITATION THE RETENTION APPLICABLE LOSS INCURRED BY THE INSURED PERSON SHALL POLICY INCLUDING ALSO APPLYTO LOSS INCURRED BY SUCH ESTATES HEIRS LEGAL EPRESENTATIVES LOS ESTATE HEIR REPRESENTATIVE R ASSIGN AND SPOUSES ASSIGNS

MPGTOO1

499

PAGE

OF 10

QWEST00064

Case 1:04-cv-00725-RPM
4 DISCOVERY PERIOD DO

Document 41-4

Filed 07/01/2005

Page 5 of 25

ANY LIABILITYCOVERAGEPART OR IF THE PARENT COMPANY INSURED INSUREDS SHALL HAVE THE RIGHT UPON PAYMENT OF THE ADDITIONAL PART THE TERMINATES ANY LIABILITY TERMINATE COVERAGE PART FOR BY SUCH LIABILITY COVERAGE DESCRIBED BELOW TO AN EXTENSION OF THE COVERAGE GRANTED
IF

THE

INSURER

OR

THE

INSURED INSUREDS

NOT

RENEW

PREMIUM
THE

THE EFFECTIVE DATE OF SUCH OF THE DECLARATIONS FOLLOWING DECLARATION DISCOVERY PERIOD SET FORTH IN ITEM 5B ACT TAKINGPLACEPRIOR THE TO COVERED WRONGFUL NONRENEWAL OR TERMINATION BUT ONLYWITH RESPECT TO EFFECTIVE DATE OF SUCH NONRENEWAL
OR

TERMINATION

THI THIS

WITH PAYMENT OF THE NOTICE OF SUCH ELECTION TOGETHER THE INSURER WITHIN THIRTY 30 DAY DAYS FOLLOWINGTHE EFFECTIVE DATE OF TERMINATION THE

RIGHTOF EXTENSION ADDITIONAL PREMIUM DUE
OR

SHALL
IS

UNLES LAPSEUNLESS WRITTEN THE LNSUREDS TO LNSURED GIVENBY

NONRENEWAL

PREMIUM DUE
ENTIRE

FOR SUCH

PERIOD DISCOVERY

PERCENT SET FORTH IN ITEM 5A
THE

PREMIUM FOR

SUCH

THAT PART SHALL EQUAL LIABILITY COVERAGE PART DECLARATIONS OF THE ANNUAL PREMIUM FOR SUCH LIABILITY COVERAGE OF THE DECLARATION EARNED AND NONREFUNDABLE UPON PERIOD SHALL BE DEEMED FULLY DISCOVERY WITH
TO RESPET ANY

PAYMENT
THE LNSURED LNSUREDS SHALL NOT BE ENTITLED TO ELECT THE PART LIABILITYCOVERAGE
IF

ANY SUBSECTION

WITH RESPECT TO PERIOD UNDER THIS SUBSECTION THI DISCOVERY PERIOD FOR SUCH LIABILITY PART IS ELECTED PURSUANTTO COVERAGE DISCOVERY AND LIMITATIONS

10B
LIABILITY

OF THESE GENERAL CONDITIONS CONDITION

5

LIMIT

OF

AND

RETENTION

ACT AND ALL INTERRELATED THI CLAIM WRONGFUL PURPOSE PURPOSES OF THIS POLICY ALL CLAIMS ARISINGOUT OF THE SAME INSURED ONE CLAIM AND SUCH CLAIM SHALL BE DEEMED TO BE FIRST ACT ACTS OF THE INSUREDS SHALL BE DEEMED WRONGFUL FOR THE MADE
IS
ON

CLAIM THE DATE THE EARLIEST OF SUCH CLAIMS
OR

IS FIRST MADE

BEFORE

DURINGTHE

POLICYPERIOD

ALL LOSS LOS

OF THEM REGARDLESS WHETHER SUCH DATE AGAINST REGARDLES CLAIM SHALL BE DEEMED FROM SINGLE RESULTING SINGLE

LOSS IN OF THE ALL COVERAGE PART PARTS IS GRANTED AS PROVIDED ITEM 3A OF THE DECLARATIONS SHALL BE THE MAXIMUM DECLARATION LIABILITY 3A AGGREGATE OF OF THE INSURER UNDER ALL COVERAGE PARTS PART COMBINED FOR EACH LIMIT PERIOD REGARDLESS THE NUMBER OF REGARDLES
IF

SINGLEAGGREGATE LIMIT

OF

FOR LIABILITY

DECLARATIONS DECLARATION THE AMOUNT
CLAIM CLAIMS
OR

STATED IN ITEM

LOSSE LOSSES

OR

THE TIME

OF PAYMENT

BY THE

INSURER DECLARATION OF THE DECLARATIONS

IF

AS IN LIMIT ARE SEPARATE LIMITS OF LIABFLITY GRANTED PROVIDED ITEM 3B

A

THE LOS LOSS

MAXIMUM

FROM ALL CLAIMS CLAIM RESULTING

PART FOR ALL COVERED OF AGGREGATE LIABILITY THE INSURER UNDER EACH LIABILITYCOVERAGE LIMIT LIMITS OF FIRST MADE DURING EACH LIMIT PERIOD SHALL BE THE RESPECTIVE
AS

OF PAYMENT B

PART FOR SUCH COVERAGE LIABILITY THE LNSURER AND BY

SET

FORTH IN ITEM

3B

OF OF THE DECLARATIONS REGARDLESS THE TIME DECLARATION REGARDLES

THE MAXIMUM CLAUSE CLAUSES

OF LOS THE LIMIT PERIOD UNDER ALL INSURING AGGREGATE LIABILITY THE INSURER FOR ALL LOSS DURING FOR PART SHALL BE THE AGGREGATELIMIT OF LIABILITY CRIME OR BOND COVERAGE DECLARATION O PART AS SET FORTH IN THE DECLARATIONS FOR SUCH COVERAGE PART REGARDLESS THE TIME OF REGARDLESF SUCH COVERAGE PAYMENT BY THE INSURER PROVIDED OF THE COMMERCIAL THE MAXIMUM OF LIABILITY THE INSURER FOR EACH LIMIT RESPECTIVE OF LOS CLAUSE SINGLE LOSS UNDER ANY INSURING FOR SUCH INSURING CLAUSE AS SET LIABILITY OF SUCH FORTH IN

I

PART SHALL BE THE COVERAGE THE DECLARATION FOR SUCH DECLARATIONS

COVERAGE PART AND
LOS SINGLELOSS
WITH THE MAXIMUM SUCH O LIABILITYF THE LOS SINGLELOSS SHALL INSURER BE THE

II

IF

MORE

THAN

ONE

CLAUSE APPLIES APPLIE TO INSURING

UNDER

ALL SUCH

INSURING CLAUSE CLAUSES COMBINED
LIMIT LIMITS APPLICABLE OF

RESPECT TO

OF LARGEST SUCH

LIABILITY

MPGTOO1

499

PAGE

OF 10

QWEST00065

Case 1:04-cv-00725-RPM
THE LIMIT LIMITS OF DESCRIBED LIABILITY

Document 41-4
IN

Filed 07/01/2005

Page 6 of 25
WHICH FURTHER LIMIT

AND DO NOT INCREASE THE INSURERS INSURER

MAXIMUM

SUBLIMIT SUBPARAGRAPH SUBPARAGRAPHS AND II ABOVE ARE SUBLIMITS UNDER SUCH COVERAGE PART LIABILITY

THE LIMIT THE AND

OF LIABILITYFOR THE DISCOVERY PERIOD IF EXERCISED SHALL BE PART OF AND NOT IN ADDITION TO THE FOR THE LIMIT PERIOD THE PURCHASE THE DISCOVERY OF PERIOD SHALL NOT INCREASE OR REINSTATE LIABILITY LIMIT OF LIABILITY WHICH SHALL BE THE MAXIMUM OF LIABILITY THE INSURER FOR SUCH LIMIT PERIOD APPLICABLE PERIOD COMBINED DISCOVERY LIMIT OF COST COSTS SHALL BE PART OF AND DEFENSE
NOT

LIMIT LIMITS OF LIABILITYSET FORTH IN THE APPLICABLE OF LIABILITY WITH RESPECT IF THE LIMIT LIABILITY INSURER TO THE ENTIRE POLICY OR ANY COVERAGEPART IS EXHAUSTED OF LOSS THE INSURERS OBLIGATIONS LOS BY PAYMENT OBLIGATION UNDER THE ENTIRE POLICYOR SUCH COVERAGE SHALL BE COMPLETELY FULFILLEDAND EXTINGUISHED PART RESPECTIVELY THE INSURER IS ENTITLED TO PAY LOSS AS IT BECOMES DUE AND PAYABLE LOS BECOME INSURED BY THE INSUREDS WITHOUT CONSIDERATION OF OTHER FUTURE PAYMENT OBLIGATIONS DEFENSE IN ADDITION
TO THE

DECLARATIONS DECLARATION AND

COST COSTS SHALL REDUCE SUCH LIMIT

OF

W LOS FROM LIABILITY ITH RESPECTTO LOSS ARISING AND EACH SINGLELOSS COVERED UNDER THE LOS EACH CLAIM COVERED UNDER ONE OR MORE PARTS PART LIABILITY COVERAGE LOS COMMERCIAL CRIME OR BOND COVERAGE PART IF PURCHASEDSHALL APPLYONLYTO THAT PART OF LOSS WHICH IS OF THE APPLICABLE RETENTION AMOUNT SET FORTH IN THE DECLARATIONS FOR SUCH COVERAGE DECLARATION PART PARTS AND EXCES EXCESS DIFFERENT PARTS SHALL BE BORNE BY THE LNSUREDS UNINSURED AND AT THEIR OWN LNSURED RISK IF SUCH RETENTION AMOUNT PART LOS TO RETENTION RETENTIONS WILL BE OF RETENTION SINGLECLAIM OR SINGLELOSS ARE SUBJECT DIFFERENT RETENTIONS THE APPLICABLE TO RETENTION LOS APPLIEDSEPARATELY EACH PART OF SUCH LOSS BUT THE SUM OF SUCH RETENTIONS SHALL NOT EXCEED THE LARGEST RETENTION APPLICABLE

EXCEPTAS

OTHERWISE

IN PROVIDED

THI THIS SUBSECTION

THE INSURERS INSURER

ANY RETENTION
INCURRED

FOR INDEMNIFIED

LOS LOSS

UNDER

BY

INSURED NO

PERSON PERSONS AND RETENTION

IS INDEMNIFIED

OTHER INSUREDS INDEMNIFIED

SHALL

PART SHALL APPLYONLYTO LOS LOSS WHICH IS LIABILITY COVERAGE LOS BY THE COMPANY AND II LOSS WHICH IS INCURRED BY ALL LOS PERSON APPLY TO LOSS WHICH IS INCURRED BY INSURED PERSONS AND IS NOT

BY THE COMPANY
COMMON OR ON

IF

THE

OR COMPANY IS PERMITTED REQUIRED BY OR

LAW STATUTORY

TO

ULTIMATELY INDEMNIFYTHE

INSURED

PERSON PERSONS FOR ANY LOSS LOS DOE DOES
NOT IN FACT DO SO

TO ADVANCE

DEFENSE
REASON REASONS

COST COSTS

OTHER THAN FOR

THEIR BEHALF UNDER ANY LIABILITY PART AND COVERAGE OF FINANCIAL IMPAIRMENT THEN THE COMPANY SHALL REIMBURSE

INSURER AND HOLD HARMLESS THE INSURER FOR THE INSURERS HARMLES OF THE RETENTION FOR INDEMNIFIED LOS LOSS UNDER THE

PAYMENT

OR

ADVANCEMENT

OF SUCH

LOS LOSS UP TO THE AMOUNT

PART APPLICABLE LIABILITY COVERAGE

6

NOTICE LNSURED LNSUREDS SHALL
TO PRECEDENT

THE

AS

CONDITION

THE INSUREDS AS INSURED INSURER WRITTEN NOTICE OF ANY CLAIM MADE AGAINST LEARN OFFICER OR THE COMPANYS RISK MANAGER FIRST LEARNS OF SUCH CLAIM COMPANY OF DAY DAYS AFTER EXPIRATION THE POLICYPERIOD THE INSURED INSUREDS
OR
IF

LIABILITY COVERAGE PART GIVE TO THE AFTER ANY EXECUTIVE AS PRACTICABLE BUT IN NO EVENT LATER THAN NINETY90 PERIOD EXERCISED DURING THE DISCOVERY
THEIR ANY
SOON

RIGHT UNDER RIGHTS

SHALL

AS

CONDITION THE

TO PRECEDENT

THEIR

RIGHT RIGHTSUNDER

THE 90

COMMERCIAL

CRIME

OR

BOND
IS

COVERAGE PART GIVE TO

INSURER WRITTEN NOTICE OFFICER
OR

DISCOVERED BY ANY EXECUTIVE
IF

OF ANY LOSS WITHIN LOS THE COMPANYS RISK MANAGER COMPANY

DAY DAYS

AFTER SUCH

LOS LOSS

FIRST

INSURED OF DURINGTHE POLICYPERIOD OR THE DISCOVERY PERIOD IF EXERCISED THE INSUREDS FIRST BECOME AWARE ACT WHICH FUTURE CLAIM COVERED UNDER REASONABLY IVE RISE TO G LIABILITY SPECIFIC WRONGFUL MAY PART AND DURING SUCH POLICYPERIOD OR DISCOVERY PERIOD GIVE WRITTEN NOTICE TO THE INSURER OF COVERAGE THE OF THE CLAIMANT CLAIMANTS POTENTIAL POTENTIAL CLAIM THE AND OF DESCRIPTION THE A SPECIFIC WRONGFULCT WHICH FORMS THE FORM

A

NAME NAMES

BASI BASIS OF THEIR

B

THE

OF IDENTITY

INSURED INSUREDS ALLEGEDLY FOR ACT SPECIFIC RESPONSIBLE SUCH SPECIFIC WRONGFUL

MPGTOO1

499

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QWEST00066

Case 1:04-cv-00725-RPM
THE CONSEQUENCES CONSEQUENCE THE
NATURE

Document 41-4
OR

Filed 07/01/2005

Page 7 of 25

C

WHICH

HAVE RESULTED

MAY RESULT FROM SUCH

SPECIFIC WRONGFUL ACT
RELIEF WHICH MAY BE IN SOUGHT

D

OF THE OF

CONSEQUENCE

POTENTIAL MONETARY DAMAGES OR NONMONETARY DAMAGE SUCH SPECIFIC WRONGFULCT AND A
INSURED BY WHICH THE INSUREDS FIRST BECAME ARISE ARISES OUT OF SUCH
IF AWARE

E

CIRCUMSTANCE THE CIRCUMSTANCES

OF SUCH

SPECIFIC WRONGFUL ACT
TO HAVE

THEN ANY THE LIMIT INSURER CLAIM

CLAIM PERIOD

WHICH
OR

A WRONGFULCT AND EXPENSES EXPENSE

SHALL BE DEEMED SUCH
TO PRIOR

BEEN FIRST MADE
WAS

DISCOVERY PERIOD

EXERCISED IN WHICH

WRITTEN NOTICE THE TIME

RECEIVED

DURING BY THE

NO COVERAGE IS

FOR FEE PROVIDED FEES

INCURRED

SUCH NOTICE RESULTS IN RESULT

AND GIVEN BY PREPAID ALL NOTICES UNDER ANY PROVISION NOTICE OF THIS POLICYSHALL BE IN WRITING THI EXPRES EXPRESS COURIER INSURED CERTIFIED MAIL OR FAX PROPERLY ADDRESSED TO THE APPROPRIATE PARTY NOTICE TO THE INSUREDS MAY BE GIVENTO THE PARENT

CLAIM

ADDRES COMPANY AT THE ADDRESS ACT OR LOSS SHALL LOS WRONGFUL

AS

SHOWN

IN ITEM

OF THE DECLARATIONS

BE

GIVEN TO

ADDRES THE INSURER AT THE ADDRESS SET

NOTICE TO THE INSURER OF ANY FORTH IN ITEM 6A OF THE

DECLARATIONS

ALL OTHER NOTICES TO THE NOTICE

INSURER UNDER THIS THI NOTICE

ADDRES ADDRESS SET FORTH IN ITEM

6B

OF THE DECLARATIONS

BE RECEIVED AND EFFECTIVE UPON ACTUAL NOTICE IS SENT WHICHEVER
IS EARLIER

THEREOF BY THE RECEIPT

POLICYSHALL BE GIVEN TO THE INSURER AT THE GIVEN AS DESCRIBED ABOVE SHALL BE DEEMED TO ADDRESSEE OR ONE DAY FOLLOWING DATE SUCH THE

ANY NOTICE
WHICH THE

TO THE INSURER OF ANY

CLAIM

A WRONGFULCT SHALL BE

OR

LOS LOSS
AS

SHALL DESIGNATE THE UNDER

NOTICE

IS

BEING

GIVEN AND

TREATED

NOTICE

COVERAGE PART PARTS UNDER ONLY THE COVERAGE PART PARTS SO

DESIGNATED
7 DEFENSE AND SETTLEMENT THE DUTY OF THE INSURED INSUREDS AND NOT THE

TO SUBJECT

THI THIS SUBSECTION

IT

SHALL BE

DUTY OF

THE INSURER TO

DEFEND ANY CLAIM COST AGREE NOT TO SETTLE OR OFFER TO SETTLE ANY CLAIM INCUR ANY DEFENSE COSTS OR OTHERWISE WITH RESPECTTO ANY CLAIM WITHOUT THE INSURERS INSURER CONTRACTUAL OBLIGATION ADMIT ANY LIABILITY ASSUME OR ANY THE INSURER SHALL NOT BE LIABLE FOR ANY SETTLEMENT DEFENSE COSTS ASSUMED OBLIGATION COST OR WRITTEN CONSENT SEND TO THE INSURER ALL SETTLEMENT WHICH IT HAS NOT CONSENTED THE INSUREDS SHALT PROMPTLY INSURED ADMISSION TO THE INSURED INSUREDS DEMAND DEMANDS
OR

OFFER OFFERS RECEIVED WHICH
ARE

CLAIM SETTLE ALL CLAIMS

INSURED BY THE INSUREDS FROM THE CLAIMANTS TO SUBJECT SINGLERETENTION FOR AN THE INSURER INSURERS
CONSENT

HOWEVER
BE

IF

THE INSUREDS INSURED

ARE

ABLE TO

AGGREGATE AMOUNT
FOR REQUIRED

DEFENSE INCLUDING THE SETTLEMENT OF

COST COSTS

NOT

SUCH RETENTION EXCEEDING

SHALL NOT

SUCH CLAIMS

WITH

RESPECT TO ANY CLAIM

SUBMITTED

SHALL BE INSURED INSUREDS

GIVEN

TO THE OPPORTUNITY

THI AND FOR COVERAGE UNDER THIS POLICY THE INSURER SHALL HAVE THE RIGHT ASSOCIATE WITH AND SHALL BE CONSULTED IN ADVANCE BY THE EFFECTIVELY DEFENSE COUNSEL APPROPRIATE THE REGARDING FILINGAND CONTENT SUBSTANTIVE OF SUBSTANTIVE DEFENSE

REGARDING

THE SELECTION OF DECISION DECISIONS

STRATEGIE STRATEGIES

WITHOUT LIMITATION INCLUDING SETTLEMENT NEGOTIATIONS THE LNSURED LNSUREDS AGREE TO

MOTION MOTIONS AND

PROVIDETHE

INSURER WITH

ALL INFORMATION ASSISTANCE OF CLAIM ACTUAL
OR

AND

THAT SHALL MAKE
ANY

INSURER REASONABLYREQUESTS AND AGREE THAT IN THE EVENT REQUEST THE INSURERS POSITIONOR ITS POTENTIAL INSURER OR PREJUDICE
IT DEEM INVESTIGATION DEEMS

LOS LOSS THE LNSUREDS WILL DO LNSURED RECOVERY THE

WHICH THE COOPERATION NOTHING INSURER MAY

RIGHT OF RIGHTS

NECESSARY AND LIMITATIONS THE INSURER SHALL ADVANCE LIMITATION
IS
ON

TO SUBJECT

SUBSECTION

OF THESE GENERAL CONDITIONS CONDITION COST COSTS WHICH SUCH

BEHALF MADE THEIR

OF THE INSUREDS INSURED

COVERED DEFENSE

INSURED THE INSUREDS HAVE INCURRED IN CONNECTION THAT TO THE EXTENT PROVIDED
IT

WITH CLAIMS CLAIM

TO OF THEM PRIOR DISPOSITION AGAINST

CLAIM CLAIMS

E FINALLYSTABLISHED THAT

ANY SUCH

DEFENSE

COST COSTS

ARE

NOT

COVERED

UNDER THIS THI

POLICY

THE INSUREDS INSURED

TO SEVERALLYCCORDING A

INTERESTS INTEREST AGREE TO REPAYTHE INSURER SUCH DEFENSE COSTS

MPGTOO1

499

PAGE

OF 10

QWEST00067

Case 1:04-cv-00725-RPM
THE INSURER AND THE INSURED INSUREDS

Document 41-4
SHALL
NOT

Filed 07/01/2005
ANY

Page 8 of 25
REFERENCED IN THI THIS

WITHHOLD UNREASONABLY

CONSENT

SUBSECTION

8

ALLOCATION IN ANY CLAIM UNDER PART THE INSUREDS WHO ARE AFFORDED COVERAGE FOR SUCH CLAIM INSURED LIABILITYCOVERAGE INCUR LOSS JOINTLY LOS WITH OTHERS INCLUDINGLNSUREDS WHO ARE NOT AFFORDED COVERAGE FOR SUCH CLAIM OR INCUR OTHER LNSURED
IF AN

AMOUNT

OF CONSISTING BETWEEN

BOTH LOSS LOS

COVERED

BY

THI THIS

POLICYAND
LOS LOSS BASED

LOS LOSS NOT

COVERED

BY

THI THIS

BECAUSE POLICY OF THE

SUCH CLAIM SUCH AMOUNT

INCLUDE INCLUDES BOTH COVERED AND UNCOVERED MATTERS MATTER COVERED LOSS LOS UNCOVERED AND UNCOVERED

THEN THE INSUREDS AND THE INSURER SHALL ALLOCATE INSURED UPON THE RELATIVE

LEGAL EXPOSURE EXPOSURES

PARTIE TO PARTIES COVERED AND
IF

MATTERS

THERE

CAN

BE

AN

AGREEMENT ON

AN

ALLOCATION OF DEFENSE
IF

COST COSTS THE INSURER SHALL ADVANCE
BE
NO

ON

CURRENT

BASI BASIS DEFENSE

COST COSTS ALLOCATED TO COVERED LOSS
ON

THERE

CAN

AGREEMENT ON
WHICH THE

AN

ALLOCATION OF DEFENSE
TO

COST COSTS THE INSURER SHALL ADVANCE
COVERED UNDER THIS THI ADVANCEMENT UNTIL POLICY OF DEFENSE COST COSTS

CURRENT

BASI BASIS

DEFENSE

COST COSTS

INSURER BELIEVES BELIEVE

BE

ARBITRATED OR NEGOTIATED ANY CONDITIONED UPON RECEIPT BY THE INSURER OF WRITTEN UNDERTAKINGY THE INSUREDS THAT SUCH ADVANCED AMOUNTS INSURED AMOUNT SHALL BE REPAIDTO THE INSURER BY THE B LNSUREDS LNSURED SEVERALLY TO INTEREST INTERESTS IF AND TO THE EXTENT THE INSUREDS SHALL NOT BE INSURED ACCORDING THEIR RESPECTIVE CONDITION THI TO COVERAGE FOR SUCH DEFENSE COSTS ENTITLED UNDER THE TERMS AND CONDITIONS OF THIS POLICY TERM DIFFERENT ALLOCATION IS SHALL BE

DETERMINED JUDICIALLY

SUBJECT TO

AND

DETERMINED ALLOCATION OF DEFENSE COSTS ON ACCOUNT COST OF CLAIM ANY NEGOTIATEDARBITRATED OR JUDICIALLY SHALL BE APPLIEDRETROACTIVELY ALL DEFENSE COSTS ON ACCOUNT TO COST OF SUCH CLAIM NOTWITHSTANDING ANY PRIOR ADVANCEMENT TO THE CONTRARY ANY ALLOCATION OR ADVANCEMENT OF DEFENSE COSTS ON ACCOUNT COST OF CLAIM WITH RESPECT TO THE ALLOCATION OF OTHER LOSS ON ACCOUNT OF LOS SHALL NOT APPLYTO OR CREATE ANY PRESUMPTION SUCH CLAIM
OR

ANY OTHER CLAIM

9

OTHER

INSURANCE
OR POLICYIE POLICYIES PRIOR CURRENT PROVISION AND OTHER TERMS PROVISIONS TERM

IF ANY LOSS UNDER THIS POLICY LOS THI IS INSURED THEN THIS POLICY THI SHALL COVER SUCH LOSS LOS

UNDER ANY OTHER VALID AND COLLECTIBLE
TO SUBJECT

ITS LIMITATIONS CONDITIONS LIMITATION CONDITION
IS

ONLYTO
WHETHER

THE EXTENT SUCH

THAT THE

AMOUNT

OF SUCH

LOS LOSS

IN

EXCES EXCESS

OF THE AMOUNT

OF SUCH

OTHER INSURANCE

OTHER INSURANCE
IS

IS STATED TO BE WRITTEN

UNLES UNLESS SUCH IN PROVIDED 10

OTHER INSURANCE

PRIMARY CONTRIBUTORY EXCES EXCESS EXCES INSURANCE ONLY AS SPECIFICEXCESS

OR CONTINGENT OTHERWISE OVER THE LIMITS OF LIABILITY LIMIT

THI THIS

POLICY
CHANGING COVERAGE
OR ORGANIZATION

TRANSACTION TRANSACTIONS

A

OR ACQUISITION

CREATION OF ANOTHER

PLAN

THE POLICY IF DURING PERIOD THE COMPANY SECURITIE OR CREATE ACQUIRE VOTINGSECURITIES IN ANOTHER ORGANIZATION CREATES ACQUIRES BECOME RESULT OF SUCH ACQUISITION CREATION BECOMES OR SUBSIDIARY ANOTHER WHICH ORGANIZATION

I

AS

II

ACQUIREANY ORGANIZATION ACQUIRES BY
WITH RESPECTTO THE

MERGER INTO

OR

CONSOLIDATION

WITH THE

COMPANY

OR

III

PART FIDUCIARY LIABILITY COVERAGE AND CONDITIONS CONDITION THI OF THIS

IF

CREATE CREATES PURCHASED

PLAN
AND ITS LNSUREDS SHALL LNSURED

THEN SUBJECTO ALL TERMS T TERM
BE COVERED UNDER THIS THI

PLAN POLICY SUCH ORGANIZATION

ACT ACTS UNDER POLICY BUT ONLY WITH RESPECT TO COVERED WRONGFUL LIABILITY LOS PART TAKINGPLACE OR COVERED LOSS UNDER THE COMMERCIAL CRIME OR BOND COVERAGE PART IF COVERAGE CREATION OR PURCHASED SUSTAINED AFTER SUCH ACQUISITION ACT ACTS TAKINGPLACE OR COVERAGE BY ENDORSEMENT FOR WRONGFUL
OR

UNLES UNLESS

THE

INSURER

LOS LOSS SUSTAINED

TO PRIOR

AGREE AGREES TO PROVIDE SUCH ACQUISITION

CREATION

MPGTOO1

499

PAGE

OF 10

QWEST00068

Case 1:04-cv-00725-RPM
IF

Document 41-4

Filed 07/01/2005

Page 9 of 25

ACQUIRED ORGANIZATION REFLECTED IN THE ORGANIZATIONS AS ORGANIZATION THEN MOST RECENT OF THE OF THE TOTAL ASSETS ASSET CONSOLIDATED FINANCIAL STATEMENTS STATEMENT EXCEED EXCEEDS TWENTYFIVE PERCENT 25 THEN MOST RECENT CONSOLIDATED FINANCIAL PARENT COMPANY AS REFLECTED IN THE PARENT COMPANYS COMPANY THE PARENT COMPANY AS CONDITION PRECEDENT TO COVERAGE WITH RESPECT TO SUCH STATEMENT STATEMENTS THE INSURER AS SOON AS OR CREATION TO LNSURED LNSUREDS SHALL GIVE WRITTEN NOTICE OF SUCH ACQUISITION THE INSURER AND BY PRACTICABLE SHALL PAY ANY REASONABLE ADDITIONAL PREMIUM REQUIRED
THE TOTAL ASSETS ASSET OF SUCH B OF ACQUISITION PARENT COMPANY

EVENT EVENTS THE POLICY PERIOD ANY OF THE FOLLOWING IF DURING

OCCUR OCCURS

I

ALL OF ASSET ACQUISITION THE PARENT COMPANY OR OF ALL OR SUBSTANTIALLY OF ITS ASSETS BY ANOTHER ENTITY OR THE MERGER OR CONSOLIDATION OF THE PARENT COMPANY INTO OR WITH ANOTHER ENTITYSUCH THAT THE PARENT COMPANY IS NOT THE SURVIVING ENTITY OR THE THE

II

OBTAININGBY

ANY

PERSON

ENTITYOR

ELECT APPOINTOR DESIGNATE LEAST FIFTY AT PERCENT 50

TO AFFILIATED GROUP OF PERSONS OR ENTITIES OF THE RIGHT ENTITIE PERSON OF THE DIRECTORS OF THE PARENT COMPANY DIRECTOR

THI THEN COVERAGE UNDER THIS POLICYWILL CONTINUE IN FULL FORCE AND EFFECT UNTIL TERMINATION OF THIS THI PART BUT ONLY WITH RESPECT TO CLAIMS FOR COVERED WRONGFULCTS UNDER CLAIM ACT A LIABILITYCOVERAGE
OR PLACE

POLICY TAKING

CRIME OR BOND COVERAGE PART IF PURCHASEDSUSTAINED WITH UNDER THIS POLICY THI WILL CEASE AS OF THE EFFECTIVE DATE OF SUCH EVENT COVERAGE LOS CLAIM ACT A PART TAKINGPLACEAND LOSS UNDER TO CLAIMS FOR WRONGFULCTS UNDER LIABILITY COVERAGE RESPECT THE COMMERCIAL CRIME OR BOND COVERAGE PART IF PURCHASEDSUSTAINED AFTER SUCH EVENT COVERED LOSS UNDER THE COMMERCIAL LOS BEFORE SUCH EVENT SHALL HAVE THE RIGHT UPON PAYMENT OF THE ADDITIONAL PREMIUM FOR OF THE COVERAGE DESCRIBED IN THE PRECEDING PARAGRAPH EITHER BELOW PERIOD FOLLOWING THE TERMINATION OF THE POLICYPERIOD BUT THE OR YEAR DISCOVERY YEAR YEAR IN ITS SOLE DISCRETION AND SUBJECT TO ANY ADDITIONAL TERMS CONDITION CONDITIONS AND PREMIUMS INSURER MAY TERM PREMIUM PERIOD THI TO ANY OTHER DISCOVERY THE INSURER AGREE BY WRITTEN ENDORSEMENT TO THIS POLICY REQUIREDY B
IF

SUCH EVENT

OCCUR OCCURS

INSURED THE INSUREDS EXTENSION

DESCRIBED

TO AN

REQUESTEDY B
RESPECTTO
UNLES UNLESS WRITTEN

THE

WHICH

THI THIS EXTENSION OF COVERAGE SHALL APPLYTO THOSE COVERAGE PART PARTS WITH LNSURED LNSUREDS ELECT THE COVERAGE EXTENSION THI THIS RIGHTOF EXTENSION SHALL LAPSE WITH PAYMENT OF THE ADDITIONAL PREMIUM DUE IS NOTICE OF SUCH ELECTION TOGETHER INSUREDS THE

GIVENBY
EVENT

THE LNSUREDS TO THE INSURER WITHIN LNSURED

45 FORTYFIVE

THE DAY DAYS FOLLOWING

EFFECTIVE DATE OF SUCH

UPON REQUEST FROM
AMOUNT

ANY

INSURED THE INSURER SHALL NOTIFYSUCH
OF COVERAGE

INSURED

OF THE

ADDITIONAL

PREMIUM

FOR THIS EXTENSION THI

THE

INSURED INSUREDS SHALL NOT BE ENTITLED TO ELECT THIS EXTENSION THI OF THESE GENERAL CONDITIONS CONDITION

OF COVERAGE

IF

PERIOD DISCOVERY

IS ELECTED

PURSUANTTO SUBSECTION
C

AND LIMITATIONS

CESSATION OF SUBSIDIARIES SUBSIDIARIE
CEASE CEASES TO BE SUBSIDIARY COVERAGE WITH DURINGTHE POLICY PERIOD AN ORGANIZATION AND ITS INSUREDS SHALL CONTINUE UNTIL TERMINATION OF THIS POLICY SUCH INSURED THI RESPECTTO SUCH SUBSIDIARY SHALL APPLYONLY WITH RESPECT TO CLAIMS FOR COVERED WRONGFULCTS UNDER CLAIM ACT A COVERAGE CONTINUATION AND COVERED LOSS UNDER THE COMMERCIAL LOS CRIME OR BOND LIABILITYCOVERAGEPART TAKING PLACE CEASED TO BE COVERAGEPART IF PURCHASED SUSTAINED PRIORTO THE DATE SUCH ORGANIZATION SUBSIDIARY IF

BEFORE

OR

MPGTOO1

499

PAGE

OF 10

QWEST00069

Case 1:04-cv-00725-RPM
D TERMINATION OF PLAN

Document 41-4

Filed 07/01/2005

Page 10 of 25

THE POLICY PERIOD PLAN IS TERMINATED COVERAGE WITH RESPECT TO SUCH PLAN AND ITS DURING PART IF PURCHASED FIDUCIARY SHALL CONTINUE UNTIL TERMINATION OF LIABILITY COVERAGE THI THIS POLICY SUCH COVERAGE CONTINUATION SHALL APPLYWITH RESPECT TO CLAIMS FOR WRONGFUL CLAIM ACT ACTS TAKING TO PLACEPRIOR OR AFTER THE DATE THE PLAN WAS TERMINATED
IF

BEFORE

OR

INSURED INSUREDS UNDER THE

11

REPRESENTATION REPRESENTATIONS

AND

SEVERABILITY

THAT THE STATEMENTS STATEMENT CONTAINED IN THE APPLICATION AND ANY ACKNOWLEDGE TO BE SUBMITTED THEREWITH ALL OF WHICH SHALL BE MAINTAINED FILE BY THE REQUIRED ON INSURER AND BE DEEMED ATTACHED TO AND INCORPORATED THIS POLICY IF PHYSICALLYTTACHED INTO THI AS A ARE TRUE AND THE BASIS OF THIS POLICY BASI THI ARE AND ARE TO BE CONSIDERED AS INCORPORATED INTO AND CONSTITUTING PART OF THIS POLICY AND II THI SHALL BE DEEMED MATERIAL TO THE ACCEPTANCE OF THIS RISK OR THE HAZARD ASSUMED BY THI THE INSURER UNDER THIS POLICY THIS POLICY ISSUED IN RELIANCE UPON THE TRUTH OF SUCH REPRESENTATIONS THI THI IS THE LNSURED LNSUREDS REPRESENTAND
OR

MATERIAL MATERIALS SUBMITTED

IN

THE

EVENT

CONTAIN CONTAINS ANY
A

THE APPLICATION INCLUDINGMATERIALS MATERIAL MISREPRESENTATION OMISSION OR

SUBMITTED

OR

TO REQUIRED

BE

SUBMITTED

THEREWITH

MADE

WITH THE INTENT TO DECEIVE AFFECT AFFECTS MATERIALLY POLICY

OR

B

WHICH

EITHER THE

ACCEPTANCE OF THE RISK

OR

THE

HAZARD

ASSUMED

BY

THE

INSURER

UNDER THIS THI

AS TO ANY COMPANY AND ANY PLAN IF ANY EXECUTIVE OFFICER KNEW THE DISCLOSED IN THE APPLICATIONS PERSON TRUTHFULLY APPLICATION AND II ANY INSURED PERSONS WHO KNEW THE FACT FACTS THAT WERE NOT TRUTHFULLY DISCLOSED IN THE APPLICATION WHETHER OR NOT SUCH EXECUTIVE OFFICER OR INSURED PERSON KNEW THE APPLICATION CONTAINED SUCH MISREPRESENTATION OMISSION SUCH KNOWLEDGE OR SHALL NOT BE IMPUTED TO ANY OTHER INSURED PERSONS

THI THIS

POLICYSHALL BE
WERE

VOID AB INITIO

FACT FACTS THAT

NOT

12

TERMINATION

OF POLICY TIME TIMES FOLLOWING WRITTEN NOTICE BY THE PARENT COMPANY TO THE PRIOR AFTER THE EFFECTIVE BY THE PARENT COMPANY AND LIMITATIONS LIMITATION
OR

THI THIS

POLICYSHALL TERMINATE

AT THE EARLIEST OF THE

A

THE EFFECTIVE DATE OF TERMINATION THI THIS POLICYMAY INSURER PROVIDED DATE OF THE
AN

SPECIFIEDIN
NOT

BE TERMINATED

EVENT

DESCRIBED
IS

IN SUBSECTION
ONE

10B

OF THESE GENERAL CONDITIONS CONDITION

II

IF

PERIOD POLICY

THAN LONGER

YEAR
SET FORTH IN ITEM

B

UPON

O PERIOD EXPIRATIONF THE POLICY

AS

2A

OF THE DECLARATIONS DECLARATION OF TERMINATION WITHIN FROM THE

C

TWENTY 20

INSURER FOR FAILURE TO PAY

DAY DAYS AFTER RECEIPT THE PARENT COMPANY OF WRITTEN NOTICE BY UNLES PREMIUM WHEN DUE UNLESS THE PREMIUM IS PAID

SUCH TWENTY 20

DAY DAYS PERIODOR
D
AT SUCH OTHER TIME
AS

MAY

BE

AGREED UPON BY THE

INSURER AND THE PARENT

COMPANY

THE

ABOVE
RATA

INSURER MAY NOT TERMINATE THIS POLICYPRIOR EXPIRATION THE THI TO OF FOR NONPAYMENT OF PREMIUM THE INSURER SHALL REFUND THE

PAYMENT OR

THE EFFECTIVENESS EFFECTIVENES

TENDER OF ANY UNEARNED PREMIUMBY THE INSURER OF SUCH TERMINATION BUT SUCH PAYMENT SHALL BE MADE

POLICYPERIOD EXCEPT AS PROVIDED UNEARNED PREMIUM COMPUTEDPRO SHALL NOT BE CONDITION PRECEDENT TO
AS SOON AS

PRACTICABLE

MPGTOO1

499

PAGE

OF 10

QWEST00070

Case 1:04-cv-00725-RPM
13 TERRITORY AND VALUATION

Document 41-4

Filed 07/01/2005

Page 11 of 25

ALL

PREMIUM LIMIT RETENTION LOS PREMIUMS LIMITS RETENTIONS LOSS

AND OTHER AMOUNTS AMOUNT

UNDER THIS THI

AND PAYABLE IN POLICYARE EXPRESSED

THE CURRENCY OF THE UNITED STATES OF AMERICA STATE IF JUDGMENT IS RENDERED SETTLEMENT IS DENOMINATED OR ANOTHER ELEMENT OF LOSS UNDER ANY LIABILITY LOS PART IS STATED IN STATE COVERAGE CURRENCY OTHER THAN UNITED STATES OF AMERICA
AS EXCHANGE AGREED UPON

DOLLAR DOLLARS PAYMENT UNDER THIS POLICYSHALL BE MADE THI
OF 1201
OR

IN

UNITED

STATE STATES

DOLLAR DOLLARS AT THE RATE OF OF THE SETTLEMENT IS

AM

ON

THE DATE THE FINAL

THE OTHER ELEMENT OF LOSS IS LOS SHALL POLICY

IS JUDGMENT REACHED DUE RESPECTIVELY

THE AMOUNT

UNDER COVERAGE IN ANYWHERE THE 14 SUBROGATION

THI THIS

EXTEND TO

ACT ACTS TAKINGPLACE WRONGFUL OR

CLAIM CLAIMS

MADE

OR

LOS LOSS SUSTAINED

WORLD

POLICY THE INSURER SHALL BE SUBROGATED THE EXTENT OF SUCH TO WITHOUT LIMITATION THE INSURED PERSONS RIGHTS INCLUDING PERSON RECOVERY RIGHTTO INDEMNIFICATION OR ADVANCEMENT FROM THE COMPANY THE INSUREDS SHALL EXECUTE INSURED ALL PAPERS REQUIRED AND PAPER SHALL DO EVERYTHING TO SECURE AND PRESERVE SUCH RIGHTS INCLUDING THE EXECUTION OF SUCH NECESSARY RIGHT DOCUMENTS DOCUMENT TO NECESSARY TO ENABLE THE INSURER EFFECTIVELY BRING SUIT OR OTHERWISE PURSUE SUBROGATION OF THE INSUREDS RIGHT IN RIGHTS THE NAME
OF ANY PAYMENT UNDER THIS THI

IN THE EVENT

PAYMENT

TO ALL THE INSUREDS INSURED

RIGHT OF RIGHTS

15

ACTION

AGAINST

THE

INSURER

THERETO THERE SHALL HAVE BEEN FULL PRECEDENT POLICY SHALL HAVE ANY RIGHT UNDER THIS THI PERSON OR ORGANIZATION TO INSURED INSUREDS TO DETERMINE THE INSUREDS LIABILITY POLICY JOINTHE INSURER AS INSURED NOR PARTY TO ANY ACTION AGAINST SHALL THE INSURER BE IMPLEADEDBY THE INSUREDS OR THEIR LEGAL EPRESENTATIVESANKRUPTCY INSOLVENCY INSURED OR OF R B AN INSURED OR OF THE ESTATE OF ANY INSURED PERSON SHALL NOT RELIEVE THE INSURER OF ITS OBLIGATIONS OBLIGATIONNOR THE INSURER OF ITS RIGHTS DEFENSES UNDER THIS POLICY THI DEPRIVE RIGHT OR DEFENSE
AS

NO ACTION SHALL LIE WITH COMPLIANCE

THE AGAINST

INSURER UNLESS UNLES OF THIS THI

CONDITION

ALL THE TERMS TERM

NO

16

AUTHORIZATION

CLAUSE

THI BY ACCEPTANCE OF THIS POLICYTHE PARENT COMPANY AGREES TO ACT ON BEHALF OF THE INSUREDS WITH RESPECTTO INSURED AGREE AND RECEIVING OF NOTICE OF CLAIM OR LOSS OR TERMINATION THE PAYMENT OF PREMIUMS AND THE LOS GIVING PREMIUM THI RECEIVINGOF ANY RETURN PREMIUMS THAT MAY BECOME DUE UNDER THIS POLICY THE AGREEMENT TO AND PREMIUM OF ACCEPTANCE OF ENDORSEMENTS AND THE GIVING OR RECEIVING ANY NOTICE PROVIDED ENDORSEMENT FOR IN THIS POLICYEXCEPT THI THE GIVINGOF NOTICE TO APPLYFOR THE DISCOVERY AND THE LNSUREDS AGREE THAT THE PARENT COMPANY PERIOD LNSURED THE SHALL ACT
ON

THEIR BEHALF

17

ALTERATION
NO

ASSIGNMENT

AND

HEADING HEADINGS

MADE

CHANGE MODIFICATION OF OR ASSIGNMENT INTEREST UNDER THIS POLICY IN OF THI SHALL BE EFFECTIVE EXCEPT WHEN WRITTEN ENDORSEMENT TO THIS POLICYWHICH IS SIGNEDBY AN THI AUTHORIZED REPRESENTATIVE THE BY OF

INSURER

THE

VARIOU HEADING TO HEADINGS THE VARIOUS PARTS SECTIONS SUBSECTIONS AND ENDORSEMENTS OF THE POLICY PART SECTION SUBSECTION ENDORSEMENT ARE FOR EASE OF REFERENCE AND DO NOT IN ANY WAY LIMIT EXPAND OR OTHERWISE AFFECT THE SOLELY PROVISIONOF PROVISIONS SUCH PARTS SECTIONS SUBSECTIONS OR ENDORSEMENTS PART SECTION SUBSECTION TITLE TITLES AND INCLUDED

MPGTOO1

499

PAGE

OF 10

QWEST0007

Case 1:04-cv-00725-RPM
18 ARBITRATION

Document 41-4

Filed 07/01/2005

Page 12 of 25

ONLY IF REQUESTEDY THE INSUREDS THE INSURER SHALL SUBMIT ANY DISPUTE CONTROVERSY CLAIM ARISING B INSURED OR OUT TO THI THEREOF TO FINAL AND BINDING ARBITRATION OR RELATING THIS POLICY OR THE BREACH TERMINATION OR INVALIDITY RULE PROCEDURE PURSUANT TO SUCH RULES AND PROCEDURESAS THE PARTIES PARTIE MAY AGREE IF THE PARTIES CANNOT SO AGREE THE PARTIE ARBITRATION SHALL BE ADMINISTERED THE AMERICAN ARBITRATION ASSOCIATION IN ACCORDANCE WITH ITS THEN BY COMMERCIAL ARBITRATION RULES THE ARBITRATION PANELSHALL CONSIST OF ONE ARBITRATOR SELECTED BY PREVAILING THE INSUREDS ONE INSURED ARBITRATOR SELECTED BY THE INSURER AND THIRD INDEPENDENT ARBITRATOR SELECTED BY THE FIRST TWO ARBITRATORS IN ANY SUCH ARBITRATION EACH PARTY WILL BEAR ITS OWN FEE FEES AND EXPENSES LEGAL
OF

MPGTOO1

499

PAGE 10

OF 10

QWEST00072

Case 1:04-cv-00725-RPM
WESTCHESTER FIRE INSURANCE COMPANY

Document 41-4

Filed 07/01/2005

Page 13 of 25

DIRECTOR OFFICER DIRECTORS OFFICERS AND
ACE USA

SECURITIE COMPANYSECURITIES LIABILITY P COVERAGEART

DECLARATION DECLARATIONS

NO POLICY ITEM 1

DON

648451

PURCHASED COVERAGE A B C DIRECTOR DIRECTORS AND OFFICERS OFFICER DIRECTOR DIRECTORS AND OFFICERS OFFICER SECURITIE COMPANY SECURITIES

INDIVIDUAL LIABILITY REIMBURSEMENT LIABILITY LIABILITY

EJ YES

NO

LJ YES
YES JJJ

EJ NO

EL NO

ITEM

2

RETENTION FOR INDEMNIFIED A EACH SECURITIES CLAIM SECURITIE EACH CLAIM AND

LOSS UNDER CLAUSE CLAUSES INSURING AND CLAUSE CLAUSES INSURING 50000

B

OTHER THAN

SECURITIE SECURITIES CLAIM UNDER

100000

ITEM

3

PRIOR

D LITIGATIONATE CLAUSE CLAUSES INSURING INSURANCE CLAUSE AND 2281998 2281998

ITEM

4

ENDORSEMENT ENDORSEMENTS

TO THIS THI

PART COVERAGE

EFFECTIVE AT

INCEPTION

SUBSIDIARY ALLOCATION SPECIFIC COVERAGE EXTENSION
NEW

ENDORSEMENT EPL

NPLOYEE

COVERAGE

DATE
AUTHORIZED
MPDO 002 499

REPRESENTATIVE

QWEST00073

Case 1:04-cv-00725-RPM
WESTCHESTER

Document 41-4

Filed 07/01/2005

Page 14 of 25

FIRE INSURANCE COMPANY

DIRECTOR OFFICER DIRECTORSOFFICERS AND
SECURITIE COMPANY SECURITIES LIABILITY

ACE

USA

I

INSURING

CLAUSE CLAUSES

A

DIRECTOR DIRECTORS AND OFFICERS LIABILITY INDIVIDUAL OFFICER CLAUSE INSURING IS

COVERAGE ARE ARES NOT INDEMNIFIED BY THE COMPANY AND WHICH THE INSURED PERSONS BECOME LEGALLY PERSON OBLIGATED PAY BY TO REASON OF ANY CLAIM FIRST MADE PERSON AGAINST THE INSURED PERSONS DURING THE POLICY PERIOD OR ANY PERIOD FOR ANY WRONGFUL APPLICABLE DISCOVERY ACT ACTS TAKINGPLACE TO PRIOR THE END OF THE POLICY PERIOD
COVERAGE
ON

IF

GRANTED PURSUANTTO

ITEM

OF THE DECLARATIONS DECLARATION

FOR THIS THI

PART THE INSURER SHALL PAY

BEHALF OF THE INSURED PERSONS LOSS FOR WHICH PERSON LOS

THE INSURED PERSONS PERSON

B

DIRECTOR DIRECTORS AND OFFICERS LIABILITY REIMBURSEMENT OFFICER

IF

CLAUSE INSURING
INSURER

PART THE

INDEMNIFICATION

OF THE DECLARATIONS FOR THIS COVERAGE DECLARATION THI COVERAGE IS GRANTED PURSUANTTO ITEM SHALL PAY ON BEHALF OF THE COMPANY LOSS FOR WHICH LOS THE COMPANY GRANTS GRANT TO THE INSURED PERSONS AS PERMITTED PERSON OR REQUIRED LAW AND WHICH THE INSURED BY FIRST MADE FOR ANY THE INSURED AGAINST ACT ACTS TAKING WRONGFUL

PERSON PERSONS HAVE BECOME PERSON PERSONS

LEGALLY OBLIGATED PAY BY REASON OF ANY CLAIM TO THE POLICYPERIOD OR ANY APPLICABLE DURING PERIOD DISCOVERY TO PERIOD PLACEPRIOR THE END OF THE POLICY
C

COMPANY SECURITIES LIABILITY SECURITIE

COVERAGE BECOME COMPANY BECOMES LEGALLY TO SECURITIE OBLIGATED PAY BY REASON OF ANY SECURITIES CLAIM FIRST MADE AGAINST THE COMPANY DURING THE POLICY PERIOD OR ANY APPLICABLE ISCOVERY PERIOD FOR ANY WRONGFUL ACT ACTS TAKINGPLACEPRIOR THE END OF THE D TO POLICYPERIOD
COVERAGE

IF

CLAUSE INSURING

IS

PART THE INSURER SHALL PAY

ON

BEHALF OF THE

GRANTED PURSUANT TO ITEM LOS COMPANY LOSS

OF THE DECLARATIONS FOR THIS DECLARATION THI WHICH THE

II

OUTSIDE

POSITION

LIABILITY

CLAUSE CLAUSES AND INCLUDE COVERAGE FOR ANY INSURED INSURING SUCH COVERAGE SHALL BE SPECIFICALLY ANY OF ANY EXCES EXCESS INDEMNITY AND INSURANCE AVAILABLE FROM OR PROVIDED THE OUTSIDE ENTITYIN WHICH THE INSURED PERSON BY SERVE SERVES IN THE OUTSIDE POSITION PAYMENTBY THE INSURER OR ANY OTHER DIRECT OR INDIRECT SUBSIDIARY ACE OF LTD UNDER ANOTHER POLICYAS RESULT OF CLAIM AGAINST INSURED PERSON IN AN OUTSIDE POSITION SHALL AN REDUCE BY THE AMOUNT OF SUCH PAYMENT THE INSURERS LIMIT OF LIABILITY INSURER UNDER THIS POLICY THI WITH RESPECT TO PERSON WHILE

TO SUBJECT

THEIR OTHER TERMS TERM

AND CONDITIONS CONDITION OUTSIDE

SERVINGIN

AN

POSITION

SUCH CLAIM

ILL

DEFINITION DEFINITIONS

FOR PURPOSES PURPOSE CLAIM

OF COVERAGE UNDER THIS THI

PART COVERAGE

MEAN MEANS

1

WRITTEN DEMAND CIVIL

AGAINST ANY

INSURED FOR MONETARY DAMAGESOR OTHER RELIEF DAMAGE INSURED COMMENCED

2

PROCEEDING AGAINSTANY PLEADING
AN

BY

THE SERVICE

OF

OR COMPLAINT

SIMILAR

3

ARBITRATION

PROCEEDINGGAINST A ANY INSURED

MPD0001

499

PAGE

OF

QWEST00074

Case 1:04-cv-00725-RPM
4 CRIMINAL

Document 41-4

Filed 07/01/2005
BY

Page 15 of 25
RETURN

PROCEEDINGGAINST A ANY
ADMINISTRATIVE
OR

INSURED PERSON COMMENCED

OF

AN

INDICTMENT

5

FORMAL INSURED

PERSON COMMENCED
OR

OR REGULATORY ADJUDICATORY INVESTIGATIVE PROCEEDING AGAINSTANY OF NOTICE OF CHARGE FORMAL INVESTIGATIVERDER OR BY THE FILING O

SIMILAR DOCUMENT 6

FORMAL CIVIL CRIMINAL ADMINISTRATIVE COMMENCED

OR

REGULATORY INVESTIGATION AGAINSTAN

INSURED

PERSON
OR

THE SERVICE UPON OR OTHER RECEIPT Y THE INSURED PERSON OF B SUBPOENA FROM THE INVESTIGATING THE INSURED PERSON AUTHORITY IDENTIFYING

BY

WRITTEN NOTICE
AS AN

INDIVIDUAL

AGAINSTWHOM

FORMAL

PROCEEDINGAY M

BE COMMENCED

THEREFROM INCLUDING ANY APPEAL

LNSURED LNSUREDS EITHER IN THE SINGULAR PLURAL OR MEAN MEANS
1 THE INSURED PERSONS AND PERSON WITH RESPECTTO INSURING CLAUSE CLAUSES SOLELY
OR MEAN MEANS SINGULAR PLURAL

2

AND

THE

COMPANY

INSURED PERSONS EITHER IN THE PERSON 1

ANY

ONE

OR

MORE

DIRECTOR TRUSTEE DIRECTORS TRUSTEES
OUTSIDE THE UNITED 2

NOW SHALL BECOME ARE OR DULY ELECTED OR APPOINTED COMPANY OR WITH RESPECTTO COMPANY INCORPORATED STATES STATE THEIR FUNCTIONAL EQUIVALENT

PERSON PERSONS
OR

WHO

WERE

OFFICER OFFICERS OF THE

WITH RESPECTTO INSURING CLAUSE SOLELY OTHER NATURAL PERSONS NOT DESCRIBED ANY ONE OR MORE PERSON IN SUBPARAGRAPH ABOVE WHO WERE NOW ARE OR SHALL BECOME FULL OR PARTTIMEEMPLOYEES EMPLOYEE OF THE COMPANY PROVIDED SUCH OTHER EMPLOYEES SHALL NOT BE CONSIDERED INSURED PERSONS FOR PERSON EMPLOYEE OF EXCLUSION A8 IN SUBSECTION IV OF THIS COVERAGE THI AND PURPOSE PURPOSES PART WITH RESPECT TO INSURING CLAUSE CLAUSES SOLELY SUBPARAGRAPH ABOVE WHO WERE NOW THE AMOUNT WHICH AND
ARE OR

3

ANY

ONE

OR

SHALL BECOME

NATURAL PERSONS DESCRIBED IN PERSON IN SERVING AN OUTSIDE POSITION
MORE

THE INSUREDS BECOME LEGALLY BLIGATED PAY ON ACCOUNT INSURED TO OF EACH CLAIM O POLICYPERIOD AND THE DISCOVERY PERIOD IF EXERCISED MADE AGAINSTTHEM FOR ACT ACTS FOR WHICH COVERAGE APPLIES INCLUDINGBUT NOT LIMITED TO DAMAGES JUDGMENTSANY AWARD WRONGFUL APPLIE DAMAGE JUDGMENT OF PREJUDGMENT AND POSTJUDGMENT SETTLEMENT INTEREST SETTLEMENTS AND DEFENSE COSTS LOS LOSS DOES NOT INCLUDE DOE FOR WHICH THE INSUREDS ARE ABSOLVED FROM PAYMENT INSURED ANY AMOUNT FINE FINES OR PENALTIES TAXE TAXES PENALTIE IMPOSEDBY LAW OR MATTER MATTERS UNINSURABLE UNDER THE LAW PURSUANTTO WHICH THIS POLICY CONSTRUED THI IS THI THIS DEFINITION DOE DOES NOT EXCLUDE PUNITIVE EXEMPLARY OR TO THE EXTENT SUCH DAMAGES ARE INSURABLE MULTIPLE DAMAGE DAMAGES DAMAGE UNDER THE INTERNAL LAWS OF ANY JURISDICTIONHICH HAS LAW W SUBSTANTIAL RELATIONSHIP THE INSUREDS THE TO INSURED THI INSURER THIS POLICY SUCH CLAIM OR
MEAN MEANS

LOS LOSS

AND FOR ALL CLAIMS CLAIM

IN THE

NONPROFIT INCLUDED

MEAN ENTITYMEANS

ANY

IN THE

DEFINITION 501

OF

NONPROFIT CORPORATIONOMMUNITYCHEST FUND OR C COMPANY AND II EXEMPT FROM FEDERAL INCOME
OF THE INTERNAL REVENUE CODE OF 1986
AS

FOUNDATION
TAX
AS AN

THAT IS

NOT

ORGANIZATION

DESCRIBED IN SECTION

C3

AMENDED

OUTSIDE

MEAN MEANS ENTITY

1

ANY NONPROFIT ANY OTHER

ENTITY OR
SUCH COVERAGE IS

2

ENTITY IF

SPECIFICALLY GRANTEDBY

ENDORSEMENT

TO THIS THI

POLICY

MPD0001

499

PAGE

OF

QWEST00075

Case 1:04-cv-00725-RPM
OUTSIDE POSITION
MEAN MEANS

Document 41-4

Filed 07/01/2005

Page 16 of 25

POSITION HELD

ENTITYIF

TRUSTEE OR OTHER EQUIVALENT EXECUTIVE ANY DULYELECTED OR APPOINTED DIRECTORTRUSTEE OR OFFICER OF THE COMPANY IN AN OUTSIDE SERVICE IN SUCH POSITION IS WITH THE KNOWLEDGEND CONSENT A OF AT THE DIRECTION OR REQUESTOF OR

THE POSITION OF DIRECTOR OFFICER MANAGER

BY

DUTIE PART OF THE DUTIES REGULARLY TO ASSIGNED THE INSURED PERSON BY THE COMPANY SECURITIE SECURITIES
MEAN MEANS

1

OR STOCK OR RIGHTS WARRANTS PREFERRED OR RIGHT WARRANT OPTION OPTIONSIN SUCH STOCK REPRESENTING AN INTEREST IN THE COMPANY OR OWNERSHIP T OF RIGHTO ACQUIRE DISPOSE SUCH INTEREST OR OR COMMON

2

NOTE NOTES

BOND BONDS

OR

DEBENTURE DEBENTURES

REPRESENTING DEBT

OWED

BY
OR

THE

COMPANY

TO THE

EXTENT

SUCH

INSTRUMENT INSTRUMENTS WOULD BE DEEMED SECURITIE SECURITIES CLAIM

SECURITIE SECURITIES UNDER THE FEDERAL

STATE

LAW LAWS OF THE UNITED STATES

MEAN MEANS

ANY CLAIM

WHICH

IN WHOLE

OR

IN PART IS

1

BROUGHTY B
BASED UPON

ONE

OR

MORE

SECURITIE HOLDER SECURITIES HOLDERS OF THE COMPANY IN THEIR CAPACITY SUCH AS
OF
OR

OR

2

ARISINGOUT
THE

ATTRIBUTABLE TO THE THE

SECURITIE SELL ANY SECURITIES TRANSACTION WITH SUCH CLAIM

ISSUED

BY

COMPANY
OCCUR OCCURS

COMPANY OR

BROUGHT THE BY
OF

SECURITIE SECURITIES AND

PURCHASE SALE OF OR OFFER TO PURCHASE OR OR SUCH PURCHASESALE OR OFFER INVOLVES INVOLVE IN THE OPEN MARKET INCLUDINGWITHOUT LIMITATION ANY COMMISSION OR ANY OTHER CLAIMANT EXCHANGE
WHETHER SHALL NOT INCLUDE ANY CRIMINAL

SECURITIE SECURITIES

CLAIM

FOR PURPOSES PURPOSE

INSURINGCLAUSE

PROCEEDINGANY

ADMINISTRATIVE REGULATORY INVESTIGATIVE OR PROCEEDING ANY INVESTIGATION OR
A WRONGFULCT 1
MEAN MEANS

ANY ERROR MISSTATEMENT MISLEADING STATEMENT ACT OMISSION NEGLECT OR BREACH OF DUTY OR COMMITTED ACTUALLY ALLEGEDLY OR ATTEMPTED PERSON BY ANY OF THE INSURED PERSONS IN THEIR CAPACITY AS SUCH OR IN AN OUTSIDE POSITION OR WITH RESPECT INSURING TO CLAUSE BY THE COMPANY OR ANY
MATTER

2

CLAIMED IN
AN

AGAINSTTHE
POSITION

INSURED

PERSON PERSONS

SOLELY BY

REASON

OF THEIR

SERVINGIN

SUCH

OR CAPACITY

OUTSIDE

IV

EXCLUSION EXCLUSIONS

A

THE

INSURER SHALL NOT BE LIABLE FOR LOSS LOS
OUT OF OR ARISING OF SUBJECT ANY WRITTEN REPLACEMENT

ON

ACCOUNT

OF ANY CLAIM

MADE

AGAINST ANY
OR

INSURED

1

BASED

UPON

BEEN THE
OR

ATTRIBUTABLE TO ANY FACT CIRCUMSTANCE NOTICE GIVENUNDER ANY POLICY OF WHICH

SITUATION WHICH
IS POLICY

HAS

THI THIS

RENEWAL

2

BASED FILED

OUT OF OR ATTRIBUTABLEO ANY PRIOR T ARISING OR PENDINGLITIGATIONGAINST A ANY INSURED PRIOR LITIGATION DATE SET FORTH IN ITEM APPLICABLE OF THE DECLARATIONS FOR DECLARATION THI THIS COVERAGEPART OR THE SAME OR THE SUBSTANTIALLY SAME FACT CIRCUMSTANCE OR SITUATION UNDERLYING ALLEGED OR THEREIN

UPON
OR

ON

BEFORE THE

3

BODILY INJURY MENTAL ANGUISH EMOTIONAL DISTRESS SICKNESS DISEASE OR DEATH OF ANY PERSON DISTRES SICKNES DAMAGE TO OR DESTRUCTION OF ANY TANGIBLE LOS LOSS OF USE THEREOF BUT THIS PROPERTY INCLUDING THI EXCLUSION SHALL NOT APPLY WITH RESPECT TO ANY ACTUAL OR ALLEGED MENTAL ANGUISHOR EMOTIONAL DISTRES DISTRESS IN ANY EMPLOYMENTRELATED CLAIM
FOR
OR

FOR

4

BASED

UPON

ARISING OUT OF

OR

ATTRIBUTABLE TO
OR

THE ACTUAL

OR ALLEGED OR

THREATENED
ON

DISCHARGE

RELEASE ESCAPE PROPERTY WATER MONITOR CLEAN

SEEPAGE MIGRATION OR THE ATMOSPHERE OR
UP REMOVE

DISPOSALOF

POLLUTANT POLLUTANTS INTO
OR

ANY DIRECTION

CONTAIN TREAT DETOXIFY OR

PERSONAL INSURED REQUEST THAT THE INSUREDS TEST FOR NEUTRALIZE POLLUTANTS OR ANY VOLUNTARY POLLUTANT
OR

REAL

MPD0001

499

PAGE

OF

QWEST00076

Case 1:04-cv-00725-RPM
DECISION
TO DO SO

Document 41-4

Filed 07/01/2005

Page 17 of 25
ANY OTHER CLAIM

BEHALF OF THE

WITHOUT LIMITATION ANY SECURITIES CLAIM OR SECURITIE INCLUDING SECURITIE HOLDER COMPANY ITS SECURITIES HOLDERS OR CREDITORS BASED CREDITOR DESCRIBED CLAIM SECURITIE SECURITIES

BY

OR ON

ATTRIBUTABLE TO THE MATTERS MATTER

UPON ARISINGOUT OF OR IN THI EXCLUSION BUT THI EXCLUSION SHALT NOT APPLYWITH THIS THIS PERSON PERSONS FOR WHICH THE COMPANY DOES NOT DOE COMPANY IS NEITHER PERMITTED REQUIRED NOR TO FINANCIAL IMPAIRMENT THE COMPANY OF THE

RESPECT TO ANY

AGAINSTINSURED
OF THE

INDEMNIFYTHE

INSURED

PERSON PERSONS EITHER BECAUSE
OR

GRANTSUCH INDEMNIFICATION
5 FOR

BECAUSE

PERSON PERSONS BEFORE THE DATE SUCH

ACT A COMMITTED OR ATTEMPTED WRONGFULCTS ACTUALLY ALLEGEDLY OR BY BECAME AN INSURED SUBSIDIARY UPON ACTUAL

SUBSIDIARY OR

ITS INSURED

6

A ARISINGOUT OF OR ATTRIBUTABLE TO ANY WRONGFULCT COMMITTED BY SUCH INSURED OF N KNOWLEDGE ITS WRONGFULATURE OR WITH INTENT TO CAUSE FINAL AND DAMAGE IF NONAPPEALABLE OR ADVERSE TO SUCH INSURED ESTABLISHES THAT SUCH INSURED ESTABLISHE JUDGMENT ADJUDICATION COMMITTED SUCH THI WRONGFUL ACT BUT THIS EXCLUSION SHALL NOT APPLYTO LOSS INDEMNIFIED BY THE LOS COMPANY WITH BASED

BASED

7

UPON REMUNERATION EXCLUSION

ARISING OUT OF OR ATTRIBUTABLE TO SUCH INSURED FINANCIAL ADVANTAGE TO WHICH SUCH INSURED WAS SHALL NOT APPLYTO LOSS INDEMNIFIED LOS BY THE COMPANY
OR

GAINING IN FACT ANY PROFIT NOT LEGALLYNTITLED BUT THIS THI E

8

O BROUGHTR

MAINTAINED

BY

OR

ON

BEHALF OF THE

COMPANY OR

ANY INSURED

PERSON IN ANY

CAPACITY

EXCEPT
A OR

CLAIM THAT IS
MORE

DERIVATIVE ACTION WHO
ARE

BROUGHT OR
OR

MAINTAINED AND

PERSON PERSONS

NOT

INSURED PERSONS PERSON ACTIVE

WITHOUT

THE SOLICITATION ASSISTANCE

COMPANY BY ONE BRING AND MAINTAIN THE CLAIM OF PARTICIPATION THE COMPANY OR ANY INSURED
ON

BEHALF OF THE

WHO

PERSON
B
AN

EMPLOYMENTRELATED CLAIM
CLAIM

OR

C

CLAIM 9

BROUGHTR MAINTAINED BY ANY INSURED PERSON FOR CONTRIBUTION O RESULT R DIRECTLYESULTS FROM ANOTHER CLAIM COVERED UNDER THIS POLICY THI
PERSON IN OUTSIDE
TRUSTEE
AN

OR

INDEMNITY IF

THE

FOR

MAINTAINED
ON

A WRONGFULCT BY AN INSURED OR ON BEHALF OF THE BY
OR

OUTSIDE

POSITION

IF

SUCH

CLAIM

IS

BEHALF OF ANY DIRECTOR OFFICER CLAIM
OR MORE

IN ENTITY WHICH THE INSURED OF SUCH ENTITY EXCEPT MAINTAINED

PERSON

SERVE SERVES

OR BROUGHT OR BY OR

A

THAT IS

DERIVATIVE

ACTION

OR BROUGHT

ON

BEHALF OF SUCH OF SUCH
OR

DIRECTOR OFFICER TRUSTEE PERSONS WHO ARE NOT DIRECTORSOFFICERS OR TRUSTEES PERSON AND MAINTAIN THE CLAIM WITHOUT THE SOLICITATION ASSISTANCE

ACTIVE

ENTITY ONE BY AND WHO BRING ENTITY OF PARTICIPATION SUCH

ENTITY OR
B
AN

SUCH DIRECTORSOFFICERS DIRECTOR OFFICER

OR

TRUSTEE TRUSTEES

OR

SUCH

CLAIM BROUGHTR O EMPLOYMENTRELATED ENTITY

MAINTAINED

BY

DIRECTOR OFFICEROR

TRUSTEE

OF

10

A OR C WRONGFULCT ACTUALLY ALLEGEDLYOMMITTED OR ATTEMPTED BY INSURED PERSONS IN THEIR PERSON AS CAPACITY DIRECTOR OFFICER TRUSTEE OR EMPLOYEEOF ANY ORGANIZATION OTHER THAN AN OUTSIDE OR ENTITY THE COMPANY EVEN IF SERVICE IN SUCH CAPACITY WITH THE KNOWLEDGEND CONSENT OF IS A AT THE DIRECTION OR REQUESTOF OR PART OF THE DUTIES REGULARLY DUTIE TO ASSIGNED THE INSURED PERSON BY THE COMPANY FOR ACTUAL VIOLATION OF THE RESPONSIBILITIES ALLEGED RESPONSIBILITIE OR OBLIGATION DUTIE OBLIGATIONS DUTIES IMPOSED BY ERISA PENSION PROFIT SHARINGHEALTH AND WELFARE OR OTHER EMPLOYEE BENEFIT OR MAINTAINED FOR THE PURPOSE OF PROVIDING BENEFIT BENEFITS TO EMPLOYEES EMPLOYEE OF

FOR

11

AN

OR

FIDUCIARIE FIDUCIARIES OF ANY PLAN OR TRUST ESTABLISHED UPON THE

COMPANY

OR

MPD0001

499

PAGE

OF

QWEST00077

Case 1:04-cv-00725-RPM
12 BASED OF UPON

Document 41-4

Filed 07/01/2005

Page 18 of 25

OUT OF OR ATTRIBUTABLE TO THE ACTUAL OR PROPOSED ARISING PAYMENT BY THE COMPANY OF SECURITIE CONSIDERATION IN CONNECTION WITH THE COMPANYS PURCHASE SECURITIES INADEQUATE COMPANY ALLEGEDLY COST COSTS OR TO INSURING BUT THIS EXCLUSION SHALT NOT APPLY TO DEFENSE THI ISSUED BY ANY COMPANY

CLAUSE CLAUSES

OR

B

B

EXCLUSION SEVERABILITYOF EXCLUSIONS FOR THE PURPOSE OF 1 THE OF THE DETERMINING APPLICABILITY THI ANY EXCLUSION SET FORTH IN THIS SECTION IV

ACT WRONGFUL

OF ANY INSURED PERSON SHALL NOT BE OF ANY EXECUTIVE

IMPUTED TO

PERSON ANY OTHER INSURED PERSONS AND
THE

2

ACT ONLYTHE WRONGFUL CLAIM RETENTION

OFFICER SHALL BE

IMPUTED TO

COMPANY

V

SECURITIE SECURITIES

NOTWITHSTANDING ANY
1 THE

OTHER

IN PROVISION

THI THIS

TO POLICY

THE CONTRARYWITH RESPECTTO ANY SECURITIES CLAIM SECURITIE SHALL

PART RETENTION SET FORTH IN ITEM 2A OF THE DECLARATIONS FOR THIS COVERAGE DECLARATION THI APPLICABLE OR COST APPLYONLYTO DEFENSE COSTS NOT TO ANY SETTLEMENTJUDGMENT OTHER DAMAGE AND THE SECURITIE SECURITIES ANY
ON

2

IF

CLAIM

IS

WITHOUT

DEFENDANT
ACCOUNT
ON

INSURED INSUREDS OF SUCH

AND FINALLY RESOLVED WITH FULLY LIABLE BECOMING LEGALLY SECURITIE SECURITIES

RESPECT TO
TO

ALT DEFENDANT

INSURED INSUREDS

SETTLEMENT DEFENSE

CLAIM

NO

DAMAGE PAY ANY MONETARY DAMAGES OR RETENTION SHALL APPLY WITH RESPECTTO ANY

COST COSTS

ACCOUNT

SECURITIE OF SUCH SECURITIES CLAIM

VI

PAYMENT

PRIORITY LOS OF ANY COVERED LOSS WHICH LIMIT OF THENREMAINING OF
IS OTHERWISE

IF

THE AMOUNT

DUE AND

OWING BY THE

INSURER UNDER THIS THI

COVERAGE

PART EXCEEDS EXCEED
TO SUBJECT

THE

SUCH LIMIT

LIABILITY IN

THE

TO LIABILITY APPLICABLE FOLLOWING PRIORITY

SUCH LOSS THE INSURER SHALL PAY SUCH LOSS LOS LOS

1

CLAUSE LOS FIRST THE LNSURER SHALL PAY ANY SUCH LOSS COVERED UNDER INSURING

2

SECOND ONLY IF AND
THE LIMIT APPLICABLE CLAUSE INSURING

TO THE EXTENT

THE PAYMENT UNDER

SUBPARAGRAPH

ABOVE

DOE DOES NOT EXHAUST

OF

LIABILITY THE

LOS INSURER SHALL PAY ANY SUCH LOSS

COVERED UNDER ANY OTHER

OF TO THE INSURER SHALL UPON RECEIPT WRITTEN REQUEST FROM THE PARENT SUBJECT THE FOREGOINGARAGRAPH P CLAUSE LOS ANDOR COMPANY DELAYANY PAYMENT OF COVERED LOSS OTHERWISE DUE AND OWING UNDER INSURING INSURER W CLAUSE UNTIL SUCH TIME AS THE PARENT COMPANY DESIGNATESPROVIDED THE INSURERS LIABILITY ITH INSURING DESIGNATE TO ANY SUCH DELAYED LOS LOSS PAYMENT SHALL NOT BE INCREASED AND SHALL NOT INCLUDE ANY INTEREST ON RESPECT OF SUCH DELAY ACCOUNT

MPD0001

499

PAGE

OF

QWEST00078

Case 1:04-cv-00725-RPM

Document 41-4

Filed 07/01/2005

Page 19 of 25

THI THIS ENDORSEMENT EFFECTIVE FORM FORMS O NUMBER DON PART F POLICY ISSUED TO THE

JUNE 24 2001 648451 COMPANY
POLICY PLEASE

ENDORSEMENT NO

CORPORATION QUIZNO QUIZNOS WESTCHESTER FIRE INSURANCE BY
THI THIS ENDORSEMENT CHANGE CHANGES THE

READ

IT CAREFULLY

AMEND THAT LTEM AGREED FOLLOWING
IT

INSURER

ADDRES ADDRESS WITH REPLACED THE

IS

OF THE DECLARATIONS DECLARATION PAGE IS DELETED IN ITS ENTIRETY IS AND

ITEM 6

NOTICE TO INSURER A NOTICE OF CLAIM ACE USA ACT WRONGFUL

OR

LOS LOSS

PROFESSIONAL RISK ATTENTION CLAIMS UNIT CLAIM 140 BROADWAY 40TH FLOOR NEW YORK N Y 10005 B ALLOTHERNOTICES NOTICE

ACE

USA OFFICER UNDERWRITING

PROFESSIONALRISK ATTENTION CHIEF
140 NEW

BROADWAY YORK NY
10005

40TH FLOOR

ALL

OTHER

TERM TERMS

AND

CONDITION CONDITIONS

REMAIN

UNCHANGED

1HORIZEDEPRESENTATIV

QWEST00079

Case 1:04-cv-00725-RPM

Document 41-4
SIGNATURE SIGNATURES

Filed 07/01/2005

Page 20 of 25

INSURED

ENDORSEMENT

NUMBER

THE

QUIZNO QUIZNOS

CORPORATION
NUMBER POLICY

OLICYSYMBOL
DON

POLICYPERIOD

EFFECTIVE DATE OF ENDORSEMENT

648451 BY NAME
OF INSURANCE

6242001
INSURANCE

TO

6242002

6242001

ED

COMPANY

FIRE
INSERT THE

COMPANY
IS

NUMBER THE REMAINDER OF THE INFORMATION POLICY

TO BE

W THI COMPLETED ONLY HEN THIS ENDORSEMENT IS ISSUED SUBSEQUENTTHE PREPARATION TO OFTHE POLICY

THE THE

ONLY FIRST

SIGNATURE SIGNATURES APPLICABLE TO PAGE OF THE DECLARATIONS

THI THIS POLICY

ARE

THOSE

REPRESENTING

THE COMPANY

NAMED

ON

AND DELIVERING POLICY YOU THE TO BY SIGNING

WE

STATE THAT IT IS

VALID CONTRACT

1601

INDEMNITY INSURANCE COMPANY OF NORTH AMERICA CHESTNUTSTREETPO BOX 41484 PHILADELPHIA 191011484 PENNSYLVANIA BANKER BANKERS STANDARD FIRE AND MARINE COMPANY CHESTNUTSTREETPO BOX 41484 PHILADELPHIA 191011484 PENNSYLVANIA

1601

BANKER BANKERS STANDARD INSURANCE COMPANY 1601 CHESTNUTSTREETPO BOX 41484 PHILADELPHIA 191011484 PENNSYLVANIA
ACE 1601 INDEMNITY

INSURANCE

COMPANY

CHESTNUTSTREETPO
ACE

BOX 41484

191011484 PHILADELPHIA ENNSYLVANIA P
COMPANY

AMERICAN

INSURANCE

1601

CHESTNUTSTREET PO

BOX 41484

PHILADELPHIA 1 PENNSYLVANIA91011484

1601

ACE PROPERTY AND CASUALTY INSURANCE COMPANY CHESTNUTSTREETPO BOX 41484 PHILADELPHIA 191011484 PENNSYLVANIA

1601

INSURANCE CHESTNUTSTREET PO

COMPANY
BOX

OF NORTH

AMERICA

41484 PHILADELPHIA 191 PENNSYLVANIA 011484

1601

PACIFIC EMPLOYER EMPLOYERS INSURANCE COMPANY CHESTNUTSTREETPO BOX 41484 PHILADELPHIA ENNSYLVANIA91011484 1 P
ACE FIRE UNDERWRITERS UNDERWRITER CHESTNUTSTREET PO BOX 41484

INSURANCE

COMPANY

1601

191011484 PHILADELPHIA PENNSYLVANIA

1133

WESTCHESTER FIRE INSURANCE COMPANY AVENUE OF THE AMERICAS 32ND FLOOR NEW YORK NY AMERICA

10036

DENNI DENNIS

B

REDING

PRESIDENT

GEORGE B

MULLIGAN SECRETARY

AT

TTHNRI7RIANCNT

CCLKLLC

0401

PTD IN USA

QWEST00080

Case 1:04-cv-00725-RPM

Document 41-4

Filed 07/01/2005

Page 21 of 25

COLORADO

NONRENEWAL

NAMED

INSURED THE

ENDORSEMENT NUMBER

QUIZNO QUIZNOS

CORPORATION
POLICYPERIOD 6242001
TO EFFECTIVE DATE OF ENDORSEMENT

POLICY SYMBOL POLICY NUMBER
DON ISSUED BY NAME WESTCHESTER
INSERTTHE

648451
OF

6242002

6242001

INSURANCE COMPANY

FIRE

INSURANCE

COMPANY
IS TO

POLICYNUMBER THE REMAINDER OF THE INFORMATION

BE

COMPLETED WHEN THIS ENDORSEMENT IS ISSUED SUBSEQUENT THE PREPARATION THE POLICY THI ONLY TO OF

THI THIS

ENDORSEMENT

CHANGE CHANGES

THE

POLICY

PLEASE

READ

IT CAREFULLY

A

THE

IS FOLLOWING

ADDED

AND

SUPERSEDEANY SUPERSEDES

OTHER

TO PROVISION

THE CONTRARY

NONRENEWAL

IT

WE

DECIDE

NOT

TO

RENEW

THI THIS

POLICY

WE

WILL MAIL

THROUGH FIRSTCLAS FIRSTCLASS
AT LEAST 45

MAIL TO THE

FIRST NAMED

INSURED

SHOWN
OR

IN THE DECLARATIONS WRITTEN NOTICE OF THE NONRENEWAL DECLARATION DATE ANNIVERSARY
IF IT IS

DAYS DAY BEFORE THE
YEAR
OR

ITS

WRITTEN POLICY

FOR

TERM

OF

MORE

THAN

ONE

WITH

NO

EXPIRATIONATE D FIXED EXPIRATION

DATE

IF

NOTICE IS MAILED

OF PROOF MAILINGWILL BE
IS ADDED

SUFFICIENT

OF PROOF

NOTICE

B

THE

CONDITION FOLLOWING IN PREMIUM

INCREASE

OR

DECREASE

IN

COVERAGE

WILL NOT INCREASE THE PREMIUM UNILATERALLY OR DECREASE THE COVERAGE BENEFITS ON BENEFIT RENEWAL OF THIS POLICY THI MAIL THROUGH WE FIRSTCLAS FIRSTCLASS MAIL WRITTEN NOTICE OF OUR INTENTION INCLUDING THE ACTUAL REASON TO THE FIRST NAMED INSURED INSUREDS LAST MAILINGADDRESS KNOWN TO US AT LEAST 45 DAYS BEFORE THE EFFECTIVE DATE ADDRES DAY UNLES UNLESS

WE

ANY
1 2 3

DECREASE IN COVERAGE

THE POLICY DURING TERM

MUST

BE BASED

ON

ONE

OR

MORE

OF THE

FOLLOWING REASON REASONS

NONPAYMENTOF PREMIUM
FALSE STATEMENT SUBSTANTIAL MADE BY THE KNOWINGLY INSURED
ON

THE APPLICATIONFOR INSURANCE

OR

IN THE EXPOSURE OR RISK OTHER THAN THAT INDICATED IN THE AND APPLICATION OF THE EFFECTIVE DATE OF THE POLICYUNLESS THE FIRST NAMED UNLES INSURED HAS NOTIFIED US OF THE CHANGE AND WE ACCEPT SUCH CHANGE UNDERWRITTEN
AS

CHANGE

IF

NOTICE IS MAILED

OF PROOF MAILING WILL

BE SUFFICIENTPROOF NOTICE OF

AUTHOED SIGNTTNE
RWIOOI
CO 498 PRINTED IN USA

QWEST0008

Case 1:04-cv-00725-RPM

Document 41-4

Filed 07/01/2005

Page 22 of 25

THI THIS ENDORSEMENT EFFECTIVE FORM FORMS

JUNE

24

2001

ENDORSEMENT NO

OF NUMBER DON 648451 PART POLICY CORPORATION ISSUED TO THE QUIZNOS QUIZNO BY WESTCHESTER FIRE INSURANCE COMPANY

THI THIS

ENDORSEMENT

CHANGE CHANGES

THE

POLICY

PLEASE

READ

IT CAREFULLY

NEW

SUBSIDIARY PRIOR LITIGATION DATE

AMENDED

IT

IS

AGREED
1

FOR PURPOSES OF THIS POLICY THI THE TERM SUBSIDIARY INCLUDES THE INCLUDE PURPOSE LISTED BELOW BUT ONLY WITH RESPECT WRONGFUL TO ACT ACTS UNDER ORGANIZATION ORGANIZATIONS THI AFTER THE EFFECTIVE DATE OF THIS COVERAGEPART TAKINGPLACE LIABILITY ENDORSEMENT THE

QUIZNO QUIZNOS

FRANCHISE

CORPORATION

2

WITH

TO INSURED RESPECT THE SUBSIDIARYS LISTEDABOVE AND ITS INSUREDS THE PRIOR SUBSIDIARY DATE SET FORTHIN THE DECLARATIONS FORANY LIABILITY DECLARATION PART COVERAGE LITIGATION READ IN ITS ENTIRETY FOLLOW FOLLOWS IS AMENDED TO PRIOR LITIGATION DATE 12272000

ALL

OTHER

TERM TERMS

AND

CONDITION CONDITIONS

REMAIN

UNCHANGED

PITHORIZED
REPRESENTATIVE

QWEST00082

Case 1:04-cv-00725-RPM

Document 41-4

Filed 07/01/2005

Page 23 of 25

THI THIS ENDORSEMENT EFFECTIVE

JUNE

24

2001

ENDORSEMENT NO

FORM FORMS PART POT NUMBER DON 648451 OF ICY ISSUED TO THE QUIZNOS QUIZNO CORPORATION

BY WESTCHESTER

FIRE INSURANCE

COMPANY

THI THIS

ENDORSEMENT

CHANGE CHANGES

THE

POLICY

PLEASE

READ

IT CAREFULLY

ALLOCATION
IT

ENDORSEMENT

IS

AGREED
1

IN OF CONDITION NOTWITHSTANDING ALLOCATION THE GENERAL CONDITIONS ANYTHING SUBSECTION AND LIMITATIONS TO THE CONTRARY LIMITATION IF CLAIM AS DEFINED BELOW MERGER OR ANY OTHER TRANSACTION INCLUDING REVERSE STOCK SPLIT COVERED UNDER INSURING CLAUSE IS MADE AGAINST THE SHAREHOLDERDIRECTOR AS DEFINED BELOW BOTH IN THEIR INSURED CAPACITY DIRECTORSANDOR OFFICERSOF THE COMPANY AND IN THEIR OFFICER AS DIRECTOR UNINSURED CAPACITY AS SHAREHOLDER SHAREHOLDERS OF THE COMPANY THEN 100 OF ANY DEFENSE COSTS INCURRED SOLELY THE SHAREHOLDERDIRECTOR OR JOINTLY Y THE COST BY B SHAREHOLDERDIRECTORAND THE COMPANY IN SUCH MERGERCLAIM SHALL BE ALLOCATEDTO COVERED DEFENSE COSTS THIS ALLOCATIONOF DEFENSE COSTS SHALL BE THI COST FINAL AND BINDINGUPON THE INSUREDS AND THE INSURER BUT SHALL NOT APPLYTO OR INSURED CREATE ANY PRECEDENT WITH RESPECT THE ALLOCATIONOF ANY OTHER LOSS RESULTING TO LOS FROM ANY CLAIM

2

ANY AMOUNT

ALLOCATEDTO COVERED DEFENSE COSTS PURSUANT PARAGRAPH COST TO ABOVE SHALL NOT INCLUDE ANY AMOUNT EXCLUDED FROM COVERAGE PURSUANT THE TO DEFINITION OF DEFENSE COST OR LOSS IN THIS POLICY LOS THI FOR PURPOSES OF THIS ENDORSEMENT THI PURPOSE

3

CLAIM MEANS MEAN MERGER OUT OF UPON ARISING

WITH AN COMPANY THE COMPANY THE EXCEPT WOULD

THE SHAREHOLDERDIRECTOR BASED ANY CLAIM AGAINST ATTRIBUTABLETO THE ACTUAL OR PROPOSED MERGER OF THE AFFILIATEOF THE COMPANYPURSUANT WHICH ALLSHAREHOLDERS OF TO SHAREHOLDER
OR

THEIRDIRECT OR RELINQUISH
MEAN MEANS

SHAREHOLDERDIRECTOR WOULD RECEIVE CASH FOR AND INDIRECTOWNERSHIP INTERESTIN THE COMPANY RICHARD E

SHAREHOLDERDIRECTOR
AND RICHARD F SCHADEN

SCHADEN

FREDERICK H

SCHADEN

ALL

OTHER

TERM TERMS

AND

CONDITION CONDITIONS

REMAIN

UNCHANGED

REPRESENTATIVE XUTHORIZED

QWEST00083

Case 1:04-cv-00725-RPM

Document 41-4

Filed 07/01/2005

Page 24 of 25

THI THIS ENDORSEMENT EFFECTIVE JUNE 24 2001 FORM FORMS PART POLICY OF NUMBER DON 648451 ISSUED TO THE QUIZNOS QUIZNO CORPORATION

ENDORSEMENTNO

BY WESTCHESTERFIRE

INSURANCE

COMPANY

THI THIS

ENDORSEMENT

CHANGE CHANGES

THE

POLICY

PLEASE

READ

IT CAREFULLY

IN CONSIDERATION OF THE

OFFICER AND OFFICERS
1

SECURITIE SECURITIES COMPANY

THAT THE DIRECTORS PREMIUM PAID IT IS UNDERSTOOD AND AGREED DIRECTOR PART LIABILITY OVERAGE IS AMENDED AS FOLLOWS C FOLLOW

EXCLUSION A1 SHALL NOT APPLY WITH RESPECT TOTHE JANUARY 1999 NOTICE LETTER NOTICE LETTERBY THE COMPANY TO ROYALINSURANCE COMPANY UNDER ROYALS ROYAL ASSURANCE POLICY NO HP 606493 MANAGEMENT TO POTENTIAL CLAIM CLAIMS IN RELATING CONNECTION WITH AMONG OTHER THINGS PROPOSED TENDER OFFERBY THE SCHADEN THING ACQUISITIONOMPANY THE COMPANYS OF C SHARE SHARES STOCK COMPANY OUTSTANDING OF COMMON WITH TO SOLELY RESPECT ANY WHICH IN WHOLE UNDER THIS THI
A OR

2

DESCRIBED IN THE

THI PARTFORANY CLAIMS COVERAGE UNDER THIS COVERAGE CLAIM ARISE ARISES OUT OF THE FACTSCIRCUMSTANCES AND SITUATIONS PART FACT CIRCUMSTANCE SITUATION NOTICE LETTER THE APPLICABLE LIMIT OF LIABILITY AND RETENTION IN AMENDED
AS

PART COVERAGE ARE

FOLLOW FOLLOWS

COMPANY MAXIMUM AGGREGATE COMPANYS UNDER THIS COVERAGE THI LIABILITY PARTFOR ALLLOSS RESULTING LOS FROM ALLSUCH CLAIMS FIRSTMADE DURING THE LIMIT PERIOD CLAIM SHALL BE 2500000 THI THIS PARAGRAPH CREATE CREATES SUBLIMIT WHICH FURTHER LIMIT LIMITS AND DOES NOT INCREASE THE COMPANYS DOE COMPANY MAXIMUM LIABILITYNDER THIS U THI
THE

POLICY
B ITEM RETENTION FORINDEMNIFIED LOSS IN THE DECLARATIONS FORTHIS LOS DECLARATION THI AMENDED TO READ AS FOLLOWS FOLLOW CLAUSE CLAUSES INSURING AND

PART COVERAGE IS A B

EACH SECURITIES CLAIM UNDER SECURITIE EACH

250000

CLAIM

OTHERTHAN AND

SECURITIE SECURITIES

CLAIM

UNDER