AMERICAN INTERNATIONAL COMPANIES

/_/ AIU Insurance Company               /_/ Granite State Insurance Company
/_/ American Home Assurance Company     /_/ Illinois National Insurance Company
/_/ American International Pacific
    Insurance Company                   /X/ National Union Fire Insurance
                                            Co. of Pittsburgh, Pa.
/_/ American International South
    Insurance Company                   /_/ National Union Fire Insurance
                                            Company of Louisiana
/_/ Birmingham Fire Insurance Company
    of Pennsylvania                     /_/ New Hampshire Insurance Company

               (each of the above being a capital stock company)

                                                             POLICY #: 280-69-48

                                                           RENEWAL OF: 858-56-36

              EXECUTIVE AND ORGANIZATION LIABILITY INSURANCE POLICY

NOTICE:  COVERAGES  A, B AND C ARE CLAIMS  MADE.  THE COVERAGE OF THIS POLICY IS
GENERALLY  LIMITED TO  LIABILITY  FOR CLAIMS  THAT ARE FIRST  MADE  AGAINST  THE
INSUREDS  AND CRISIS  FIRST  OCCURING  DURING THE POLICY  PERIOD AND REPORTED IN
WRITING TO THE  INSURER  PURSUANT TO THE TERMS  HEREIN.  PLEASE READ THIS POLICY
CAREFULLY AND REVIEW ITS COVERAGE WITH YOUR INSURANCE AGENT OR BROKER.

NOTICE:  AMOUNTS  INCURRED FOR LEGAL DEFENSE SHALL REDUCE THE LIMIT OF LIABILITY
AVAILABLE TO PAY  JUDGMENTS  OR  SETTLEMENTS,  AND SHALL BE APPLIED  AGAINST THE
RETENTION AMOUNT.

NOTICE: THE INSURER DOES NOT ASSUME ANY DUTY TO DEFEND. THE INSURER MUST ADVANCE
DEFENSE COSTS, EXCESS OF THE APPLICABLE RETENTION,  PURSUANT TO THE TERMS HEREIN
PRIOR TO THE FINAL DISPOSITION OF A CLAIM.

NOTICE:  TERMS APPEARING IN BOLD FACE TYPE HAVE SPECIAL MEANING. SEE CLAUSE 2 OF
THE POLICY.

                                  DECLARATIONS

ITEMS

1         NAMED ENTITY: STV GROUP, INCORPORATED
          (herein "Named Entity")

1(a)      MAILING ADDRESS:              205 WEST WELSH DRIVE
                                        DOUGLASSVILLE, PA 19518

1(b)      STATE OF INCORPORATION/FORMATION:  Pennsylvania

2         POLICY PERIOD: From: May 5, 2000        To: May 5, 2001
          12:01 A.M. standard time at the address stated in Item 1(a)

3         POLICY AGGREGATE LIMIT OF LIABILITY
          (herein "Limit of Liability")
          For all Loss, in the aggregate, under this policy including Defense
          Costs:                                                      $6,000,000

4         RETENTION: Not applicable to Non-Indemnifiable Loss and certain
                     Defense Costs - (See Clause 6 for details.)

4(a)      Securities Claims:  $125,000       4(b) Employment Practices
                                                  Claims:            $125,000
4(c)      All other Claims:   $125,000


                                       1
<PAGE>

ITEMS (continued)

5         CONTINUITY DATE (herein "Continuity Date")
5(a)      Coverages A and B, other than
          Outside Entity Executive coverage: October 26, 1983

5(b)      Outside Entity Executive coverage, including Coverage C: May 3, 1996

5(c)      Coverage D: May 5, 2000

          The date on which the Insured Person first served as an Outside Entity
          Executive of such Outside Entity

6         PREMIUM:             $66,475

7         CRISISFUND(SM) limit:
7(a)      Crisis Loss: $50,000               7(b) Additional CRISISFUND(SM)
                                                  for Delisting Crisis Loss:
                                                  $25,000

8         NAME AND ADDRESS OF INSURER (herein "Insurer"):
          National Union Fire Insurance Company of Pittsburgh, Pa.
          175 Water Street
          New York, NY 10038


This policy is issued only by the insurance company indicated in this Item 8.




                                       2
<PAGE>

IN WITNESS  WHEREOF,  the  Insurer  has caused  this  policy to be signed on the
Declarations  page  by  its  President,   a  Secretary  and  a  duly  authorized
representative of the Insurer.

/s/ Elizabeth M. Tuck                             /s/ John Keogh
---------------------                             --------------------
     SECRETARY                                         PRESIDENT


          /s/ Paul L. Schiavone
          -------------------------
          AUTHORIZED REPRESENTATIVE


     ---------------------                             ----------------
     COUNTERSIGNATURE DATE                             COUNTERSIGNED AT

ROEHRS & COMPANY INC
PO BOX 100
EXTON, PA 19341

<PAGE>
                    EXECUTIVE AND ORGANIZATION LIABILITY INSURANCE POLICY

In  consideration  of the  payment  of the  premium,  and in  reliance  upon the
Application and the statements  therein,  which form a part of this policy,  the
Insurer agrees as follows:

1.   INSURING AGREEMENTS

     With  respect to Coverage A, B and C, solely with  respect to Claims  first
     made against an Insured  during the Policy Period or the  Discovery  Period
     (if applicable)  and reported to the Insurer  pursuant to the terms of this
     policy, and subject to the other terms,  conditions and limitations of this
     policy, this policy affords the following coverage:

     COVERAGE A: EXECUTIVE LIABILITY INSURANCE

     This policy shall pay the Loss of any Insured  Person  arising from a Claim
     made  against  such  Insured  Person for any  Wrongful  Act of such Insured
     Person,  except when and to the extent that an Organization has indemnified
     such  Insured  Person.  Coverage A shall not apply to Loss  arising  from a
     Claim made against an Outside Entity Executive.

     COVERAGE B: ORGANIZATION INSURANCE

     (i)  Organization  Liability.  This  policy  shall  pay  the  Loss  of  any
          Organization  arising  from  a  Securities  Claim  made  against  such
          Organization for any Wrongful Act of such Organization.

     (ii) Indemnification  of an insured Person:  This policy shall pay the Loss
          of an Organization arising from a Claim made against an Insured Person
          (including an Outside  Entity  Executive) for any Wrongful Act of such
          Insured  Person,  but only to the extent  that such  Organization  has
          indemnified such Insured Person.

     COVERAGE C: OUTSIDE ENTITY EXECUTIVE LIABILITY INSURANCE

     This policy shall pay the Loss of any Outside Entity Executive arising from
     a Claim made against such Outside Entity  Executive for any Wrongful Act of
     such  Outside  Entity  Executive  but only  excess  of any  indemnification
     provided by an Outside  Entity and any  insurance  coverage  afforded to an
     Outside Entity or its Executives  applicable to such Claim, except when and
     to the extent that an  Organization  has  indemnified  such Outside  Entity
     Executive.

     COVERAGE D: CRISISFUND(SM) INSURANCE

     This policy shall pay the Crisis Loss (including  Delisting Crisis Loss) of
     an  Organization  solely with  respect to a Crisis  (including  a Delisting
     Crisis)  occurring  during the Policy  Period or the  Discovery  Period (if
     applicable)  and  reported  to the  Insurer  pursuant  to the terms of this
     policy,  up to the  amount of the  respective  CrisisFund(SM),  from  first
     dollar;  provided  that  payment of any Crisis Loss under this policy shall
     not waive any of the  Insurer's  rights  under this policy or at law.  This
     Coverage D shall apply  regardless  of whether a Claim is ever made against
     an Insured arising from such Crisis and, in the case where a Claim is made,
     regardless of whether the amount is incurred  prior to or subsequent to the
     making of the Claim.

2.   DEFINITIONS

     (a)  "Application" means each and every signed application, any attachments
          to  such  applications,   other  materials   submitted   therewith  or
          incorporated  therein and any other documents  submitted in connection
          with the  underwriting of this policy or the underwriting of any other
          directors and officers (or equivalent) liability policy issued by

                                       1
<PAGE>


     the Insurer,  or any of its affiliates,  of which this policy is a renewal,
     replacement or which it succeeds in time, and any public documents filed by
     an Organization with any federal, state, local or foreign regulatory agency
     (including  but not  limited  to the  Securities  and  Exchange  Commission
     (SEC)).

     (b)  "Claim" means:

          (1)  a written demand for monetary, non-monetary or injunctive relief;

          (2)  a civil,  criminal,  administrative,  regulatory  or  arbitration
               proceeding for monetary,  non-monetary or injunctive relief which
               is commenced by: (i) service of a complaint or similar  pleading;
               (ii) return of an indictment, information or similar document (in
               the case of a criminal proceeding); or (iii) receipt or filing of
               a notice of charges; or

          (3)  a civil, criminal,  administrative or regulatory investigation of
               an Insured Person:

               (i)  once such Insured  Person is  identified  in writing by such
                    investigating   authority   as  a  person   against  whom  a
                    proceeding  described in Definition (b)(2) may be commenced;
                    or

               (ii) in the  case of an  investigation  by the  SEC or a  similar
                    state or foreign government authority,  after the service of
                    a subpoena upon such Insured Person.

          The term "Claim" shall include any Securities Claim and any Employment
          Practices Claim.

     (c)  "Crisis"  has the  meaning as defined in  Appendix B attached  to this
          policy.

     (d)  "CrisisFund(SM)" means:

          (1)  in the case of all Crisis Loss, other than Delisting Crisis Loss,
               the dollar amount set forth in Item 7(a) of the Declarations; and

          (2)  in the case of Delisting  Crisis Loss the dollar amount set forth
               in Item  7(a) of the  Declarations  plus  the  additional  dollar
               amount set forth in Item 7(b) of the Declarations, combined.

     (e)  "Crisis  Loss" has the  meaning as defined in  Appendix B attached  to
          this policy.  "Delisting  Crisis  Loss" means a Crisis Loss  resulting
          solely from a Delisting Crisis (as defined in Appendix B).

     (f)  "Defense  Costs"  means  reasonable  and  necessary  fees,  costs  and
          expenses  consented  to by the  Insurer  (including  premiums  for any
          appeal bond,  attachment bond or similar bond arising out of a covered
          judgment,  but without any obligation to apply for or furnish any such
          bond) resulting  solely from the  investigation,  adjustment,  defense
          and/or  appeal  of a Claim  against  an  Insured,  but  excluding  any
          compensation of any Insured Person or any Employee of an Organization.

     (g)  "Employee" means any past,  present or future employee,  other than an
          Executive  of  an   Organization,   whether  such  employee  is  in  a
          supervisory, co-worker or subordinate position or otherwise, including
          any full-time, part-time, seasonal and temporary employee.

     (h)  "Employment  Practices  Claim" means a Claim  alleging any  Employment
          Practices Violation.

     (i)  "Employment Practices Violation" means any actual or alleged:

                                       2
<PAGE>

          (1)  wrongful  dismissal,  discharge or termination,  either actual or
               constructive, of employment;
          (2)  harassment (including but not limited to sexual harassment);
          (3)  discrimination;
          (4)  retaliation;
          (5)  employment-related misrepresentation;
          (6)  employment-related  libel,  slander,  humiliation,  defamation or
               invasion of privacy;
          (7)  wrongful failure to employ or promote;
          (8)  wrongful deprivation of career opportunity,  wrongful demotion or
               negligent Employee evaluation;
          (9)  wrongful discipline
          (10) failure to grant tenure; or
          (11) with  respect to any of the  foregoing  items (1) through (10) of
               this  definition:   negligent  hiring,  retention,   training  or
               supervision, infliction of emotional distress, failure to provide
               or  enforce  adequate  or  consistent   corporate   policies  and
               procedures, or violation of an individual's civil rights,

          but only if such act, error or omission relates to an Executive of, an
          Employee of or an applicant for employment  with an Organization or an
          Outside Entity, whether committed directly, indirectly,  intentionally
          or  unintentionally.  In addition,  with respect to any natural person
          customer or client,  "Employment  Practices Violation" shall mean only
          actual or alleged discrimination, sexual harassment or violation of an
          individual's  civil rights relating to such  discrimination  or sexual
          harassment, whether committed directly,  indirectly,  intentionally or
          unintentionally.

     (j)  "Executive" means any:

          (1)  past,  present and future  duly  elected or  appointed  director,
               officer,  trustee  or  governor  of  a  corporation,   management
               committee  member of a joint venture and member of the management
               board of a limited liability company (or equivalent position);

          (2)  past,  present and future  person in a duly  elected or appointed
               position  in  an  entity  organized  and  operated  in a  Foreign
               Jurisdiction  that is equivalent to an executive  position listed
               in Definition (j)(1); or

          (3)  past,  present and future  General  Counsel and Risk  Manager (or
               equivalent position) of the Named Entity

     (k)  "Foreign  Jurisdiction" means any jurisdiction,  other than the United
          States or any of its territories or possessions.

     (1)  "Foreign  Policy" means the Insurer's or any other company of American
          International   Group,  Inc.'s  (AIG)  standard  executive  managerial
          liability  policy  (including  all  mandatory  endorsements,  if  any)
          approved by AIG to be sold within a Foreign Jurisdiction that provides
          coverage  substantially  similar to the coverage  afforded  under this
          policy.  If more than one such policy  exists,  then "Foreign  Policy"
          means  the  standard  policy  most  recently  registered  in the local
          language  of the Foreign  Jurisdiction,  or if no such policy has been
          registered,  then the policy most recently  registered in that Foreign
          Jurisdiction.   The  term  "Foreign  Policy"  shall  not  include  any
          partnership  managerial,   pension  trust  or  professional  liability
          coverage.

     (m)  "Indemnifiable   Loss"  means  Loss  for  which  an  Organization  has
          indemnified or is permitted or required to indemnify an Insured Person
          pursuant  to  law  or  contract  or  the  charter,  bylaws,  operating
          agreement or similar documents of an Organization.

                                       3

<PAGE>

     (n)  "Insured" means any:

          (1)  Insured Person; or

          (2)  Organization, but only with respect to a Securities Claim.

     (o)  "Insured Person" means any:

          (1)  Executive of an Organization;

          (2)  Employee of an Organization; or

          (3)  Outside Entity Executive:

     (p)  "Loss"    means    damages,    settlements,    judgments    (including
          pre/post-judgment  interest on a covered judgment),  Defense Costs and
          Crisis Loss;   however,  " Loss" (other than Defense  Costs) shall not
          include:  (1) civil or criminal  fines or  penalties;  (2) taxes;  (3)
          punitive  or  exemplary   damages;   (4)  the  multiplied  portion  of
          multiplied  damages;  (5) any  amounts  for  which an  Insured  is not
          financially  liable or which are without legal recourse to an Insured;
          and (6) matters which may be deemed uninsurable under the law pursuant
          to which this policy shall be construed.

          Notwithstanding  the  foregoing  paragraph,  Loss  shall  specifically
          include  (subject  to  this  policy's  other  terms,   conditions  and
          limitations,  including  but not  limited to  exclusions  relating  to
          profit or advantage,  deliberate  fraud or deliberate  criminal acts):
          (1) civil  penalties  assessed  against any Insured Person pursuant to
          Section 2(g) (2)(C) of the Foreign  Corrupt  Practices  Act, 15 U.S.C.
          ss.78dd-2(g)(2)(C);  and (2) solely with respect to Securities Claims,
          punitive,  exemplary and multiplied  damages.  Enforceability  of this
          paragraph  shall be governed by such  applicable  law that most favors
          coverage  for such  penalties  and  punitive,  exemplary  and multiple
          damages.

          In the event of a Claim alleging that the price or consideration  paid
          or  proposed  to be paid  for the  acquisition  or  completion  of the
          acquisition of all or substantially  all the ownership  interest in or
          assets of an entity is  inadequate,  Loss with  respect  to such Claim
          shall  not   include  any  amount  of  any   judgment  or   settlement
          representing  the  amount  by which  such  price or  consideration  is
          effectively  increased;  provided,  however, that this paragraph shall
          not  apply  to  Defense  Costs  or to any  Non-Indemnifiable  Loss  in
          connection therewith.

     (q)  "Management  Control" means:  (1) owning interests  representing  more
          than 50% of the  voting,  appointment  or  designation  power  for the
          selection of a majority  of: the Board of Directors of a  corporation;
          the management committee members of a joint venture; or the members of
          the management board of a limited liability company; or (2) having the
          right, pursuant to written contract or the by-laws, charter, operating
          agreement or similar documents of an Organization,  to elect,  appoint
          or designate a majority  of: the Board of Directors of a  corporation;
          the management  committee of a joint venture;  or the management board
          of a limited liability company.

     (r)  "No Liability"  means a final  judgment of no liability  obtained: (1)
          prior to trial, in favor of each and every Insured named in the Claim,
          by reason of a motion to  dismiss or a motion  for  summary  judgment,
          after the exhaustion of all appeals;  or (2) after trial and after the
          exhaustion of all appeals, in favor of each and every Insured named in
          the Claim. In no event shall the term "No Liability"  apply to a Claim
          made against an Insured for which a settlement has occurred.

     (s)  "Non-indemnifiable  Loss"  means  Loss for which an  Organization  has
          neither  indemnified  nor is  permitted  or required to  indemnify  an
          Insured  Person  pursuant to law or contract or the  charter,  bylaws,
          operating agreement or similar documents of an Organization.

                                       4
<PAGE>

     (t)  Organization means:

          (1)  the Named Entity;

          (2)  each Subsidiary; and

          (3)  in the event a bankruptcy  proceeding  shall be  instituted by or
               against     the     foregoing     entities,     the     resulting
               debtor-in-possession  (or  equivalent  status  outside the United
               States), if any.

     (u)  "Outside Entity" means any: (1)  not-for-profit  entity;  or (2) other
          entity  listed as an "Outside  Entity" in an  endorsement  attached to
          this policy.

     (v)  "Outside Entity Executive" means any: (1) Executive of an Organization
          who is or was acting at the specific  written  request or direction of
          an Organization as an Executive of an Outside Entity; or (2) any other
          person  listed  as an  Outside  Entity  Executive  in  an  endorsement
          attached to this policy.

     (w)  "Policy Period" means the period of time from the inception date shown
          in Item 2 of the  Declarations  to the earlier of the expiration  date
          shown in such Item 2 or the  effective  date of  cancellation  of this
          policy.

     (x)  "Pollutants" means, but is not limited to, any solid, liquid,  gaseous
          or thermal  irritant or contaminant,  including  smoke,  vapor,  soot,
          fumes, acids, alkalis,  chemicals and Waste. "Waste" includes,  but is
          not limited to, materials to be recycled, reconditioned or reclaimed.

     (y)  "Securities  Claim"  means a Claim,  other than an  administrative  or
          regulatory  proceeding  against,  or investigation of an Organization,
          made against any Insured:

          (1)  alleging a  violation  of any  federal,  state,  local or foreign
               regulation,  rule or statute regulating securities (including but
               not limited to the purchase or sale or offer or  solicitation  of
               an offer to purchase or sell securities) which is:

               (a)  brought by any person or entity  alleging,  arising  out of,
                    based upon or  attributable to the purchase or sale or offer
                    or  solicitation  of  an  offer  to  purchase  or  sell  any
                    securities of an Organization; or

               (b)  brought by a security holder of an Organization with respect
                    to such  security  holder's  interest in  securities of such
                    Organization; or

          (2)  brought  derivatively  on  the  behalf  of an  Organization  by a
               security holder of such Organization.

          Notwithstanding  the  foregoing,  the term  "Securities  Claim"  shall
          include  an  administrative  or  regulatory   proceeding   against  an
          Organization,  but  only  if  and  only  during  the  time  that  such
          proceeding is also commenced and  continuously  maintained  against an
          Insured Person.

     (z)  "Subsidiary"  means: (1) any for-profit entity that is not formed as a
          partnership  of  which  the  Named  Entity  has   Management   Control
          ("Controlled  Entity") on or before the inception of the Policy Period
          either  directly or  indirectly  through one or more other  Controlled
          Entities; and (2) any not-for-profit entity under section 501(c)(3) of
          the Internal Revenue Code of 1986 (as amended)  sponsored  exclusively
          by an Organization.

     (aa) "Wrongful Act" means:

          (1)  any  actual  or   alleged   breach  of  duty,   neglect,   error,
               misstatement, misleading statement, omission or act or any actual
               or alleged Employment Practices Violation:

                                       5

<PAGE>

               (i)  with respect to any  Executive of an  Organization,  by such
                    Executive  in his or her  capacity  as  such  or any  matter
                    claimed  against such  Executive  solely by reason of his or
                    her status as such;

               (ii) with  respect to any  Employee of an  Organization,  by such
                    Employee  in his or her  capacity  as such,  but  solely  in
                    regard to any: (a) Securities  Claim;  or (b) other Claim so
                    long as such  other  Claim  is also  made  and  continuously
                    maintained against an Executive of an Organization; or

               (iii)with  respect  to any  Outside  Entity  Executive,  by  such
                    Outside  Entity  Executive in his or her capacity as such or
                    any matter  claimed  against such Outside  Entity  Executive
                    solely by reason of his or her status as such; or

          (2)  with respect to an Organization,  any actual or alleged breach of
               duty,  neglect,   error,   misstatement,   misleading  statement,
               omission or act by such  Organization,  but solely in regard to a
               Securities Claim.

3.   WORLDWIDE EXTENSION

     Where  legally  permissible,  this  policy  shall  apply to any Claim  made
     against any Insured anywhere in the world.

     In regard to Claims brought and maintained solely in a Foreign Jurisdiction
     against an Organization  formed and operating in such Foreign  Jurisdiction
     or an Insured  Person  thereof for Wrongful Acts  committed in such Foreign
     Jurisdiction,  the  Insurer  shall apply to such  Claim(s)  those terms and
     conditions (and related  provisions) of the Foreign Policy  registered with
     the appropriate  regulatory body in such Foreign Jurisdiction that are more
     favorable  to such Insured  than the terms and  conditions  of this policy.
     However,  this paragraph shall apply only to Clauses 1-4, 9-13, 15, 16, 18,
     20 and 21 of this  policy  and the  comparable  provisions  of the  Foreign
     Policy.  In addition,  this paragraph shall not apply to the non-renewal or
     claims made and reported provisions of any policy.

     All premiums, limits, retentions,  Loss and other amounts under this Policy
     are  expressed and payable in the currency of the United States of America.
     If judgment is rendered,  settlement is  denominated  or other  elements of
     Loss are stated or  incurred  in a currency  other  than  United  States of
     America dollars,  payment of covered Loss due under this policy (subject to
     the terms,  conditions and  limitations of this policy) will be made either
     in such other  currency  (at the option of the Insurer and if  agreeable to
     the Named Entity) or, in United States of America  dollars,  at the rate of
     exchange  published  in The Wall Street  Journal on the date the  Insurer's
     obligation  to pay such Loss is  established  (or if not  published on such
     date the next publication date of The Wall Street Journal).

4.   EXCLUSIONS

     The Insurer  shall not be liable to make any payment for Loss in connection
     with any Claim made against an Insured:

     (a)  arising out of, based upon or  attributable  to the gaining in fact of
          any profit or advantage to which the Insured was not legally entitled;

     (b)  arising out of, based upon or  attributable  to payments to an Insured
          of any remuneration  without the previous approval of the stockholders
          or members of an  Organization,  which  payment  without such previous
          approval shall be held to have been illegal;

     (c)  arising out of, based upon or  attributable  to the committing in fact
          of  any  deliberate  criminal  or  deliberate  fraudulent  act  by the
          Insured;

                                       6
<PAGE>

     (d)  alleging,  arising  out of,  based upon or  attributable  to the facts
          alleged,  or to the same or related Wrongful Acts alleged or contained
          in any Claim which has been reported, or in any circumstances of which
          notice has been  given,  under any  policy of which  this  policy is a
          renewal or replacement or which it may succeed in time;

     (e)  alleging,  arising out of,  based upon or  attributable  to, as of the
          Continuity  Date,  any  pending  or  prior:  (1)  litigation;  or  (2)
          administrative  or regulatory  proceeding or investigation of which an
          Insured  had  notice,   or  alleging  or  derived  from  the  same  or
          essentially  the  same  facts  as  alleged  in such  pending  or prior
          litigation   or   administrative    or   regulatory    proceeding   or
          investigation;

     (f)  with  respect to any Outside  Entity  Executive,  for any Wrongful Act
          occurring  prior to the  Continuity  Date if any  Insured,  as of such
          Continuity  Date,  knew or could have  reasonably  foreseen  that such
          Wrongful Act could lead to a Claim under this policy;

     (g)  alleging,  arising out of, based upon or attributable to any actual or
          alleged  act or omission  of an Insured  Person  serving in his or her
          capacity as an  Executive  or an Employee of any entity that is not an
          Organization or an Outside  Entity,  or by reason of his or her status
          as an Executive or an Employee of such other entity;

     (h)  for bodily injury (other than emotional  distress or mental  anguish),
          sickness, disease, or death of any person, or damage to or destruction
          of any tangible property, including the loss of use thereof;

     (i)  which is brought  by or on behalf of an  Organization  or any  Insured
          Person, other than an Employee of an Organization; or which is brought
          by any security holder or member of an Organization,  whether directly
          or  derivatively,  unless such security  holder's or member's Claim is
          instigated and continued  totally  independent of, and totally without
          the solicitation of, or assistance of, or active  participation of, or
          intervention of, any Executive of an Organization or any Organization;
          provided, however, this exclusion shall not apply to:

          (1)  any  Claim  brought  by  an  Insured  Person  in  the  form  of a
               cross-claim or third-party  claim for  contribution  or indemnity
               which is part of,  and  results  directly  from,  a Claim that is
               covered by this policy;

          (2)  any  Employment  Practices  Claim  brought by an Insured  Person,
               other than an Insured  Person who is or was a member of the Board
               of Directors (or equivalent governing body) of an Organization;

          (3)  in any bankruptcy  proceeding by or against an Organization,  any
               Claim brought by the examiner,  trustee, receiver,  liquidator or
               rehabilitator (or any assignee thereof) of such Organization,  if
               any;

          (4)  any Claim brought by any past  Executive of an  Organization  who
               has not served as a duly elected or appointed director,  officer,
               trustee,  governor,  management  committee member,  member of the
               management board,  General Counsel or Risk Manager (or equivalent
               position) of or consultant for an Organization  for at least four
               (4) years  prior to such  Claim  being  first  made  against  any
               person; or

          (5)  any Claim brought by an Executive of an  Organization  formed and
               operating in a Foreign  Jurisdiction against such Organization or
               any  Executive  thereof,  provided that such Claim is brought and
               maintained outside the United States,  Canada or any other common
               law country (including any territories thereof);

     (j)  for any Wrongful Act arising out of the Insured  Person  serving as an
          Executive of an Outside Entity if such Claim is brought by the Outside
          Entity  or by any  Executive  thereof;  or  which  is  brought  by any
          security holder of the Outside Entity, whether

                                       7
<PAGE>

          directly or  derivatively,  unless  such  security  holder's  Claim is
          instigated and continued  totally  independent of, and totally without
          the solicitation of, or assistance of, or active  participation of, or
          intervention  of the  Outside  Entity,  any  Executive  of the Outside
          Entity or an Organization or any Executive of an Organization;

     (k)  alleging,  arising out of, based upon or attributable  to, directly or
          indirectly:   (i)  the  actual,   alleged  or  threatened   discharge,
          dispersal,  release or escape of Pollutants;  or (ii) any direction or
          request  to test for,  monitor,  clean  up,  remove,  contain,  treat,
          detoxify or  neutralize  Pollutants,  (including  but not limited to a
          Claim alleging damage to an  Organization or its securities  holders);
          provided,   however,   that   this   exclusion   shall  not  apply  to
          Non-Indemnifiable Loss, other than Non-indemnifiable Loss constituting
          Cleanup Costs;

          "Cleanup Costs" means expenses (including but not limited to legal and
          professional fees) incurred in testing for,  monitoring,  cleaning up,
          removing, containing, treating, neutralizing, detoxifying or assessing
          the effects of Pollutants

     (1)  for  emotional  distress  of any  person,  or for injury  from  libel,
          slander,  defamation or disparagement,  or for injury from a violation
          of a person's  right of privacy;  provided,  however,  this  exclusion
          shall not apply to an Employment Practices Claim; and

     (m)  for violation(s) of any of the responsibilities, obligations or duties
          imposed upon  fiduciaries by the Employee  Retirement  Income Security
          Act of 1974 or amendments  thereto,  or any similar  provisions of any
          state, local or foreign statutory or common law.

     For  the  purpose  of  determining  the   applicability  of  the  foregoing
     Exclusions 4(a) through 4(c) and Exclusion  4(f): (1) the facts  pertaining
     to and knowledge possessed by any Insured shall not be imputed to any other
     Insured Person; and (2) only facts pertaining to and knowledge possessed by
     any past,  present  or  future  chairman  of the  board,  president,  chief
     executive  officer,  chief operating  officer,  chief financial  officer or
     General  Counsel  (or  equivalent  position)  of an  Organization  shall be
     imputed to an Organization.

     This Clause 4, Exclusions, shall not be applicable to Crisis Loss.

5.   LIMIT OF LIABILITY (FOR ALL LOSS-INCLUDING DEFENSE COSTS)

     The  Limit  of  Liability  stated  in  Item  3 of the  Declarations  is the
     aggregate limit of the Insurer's liability for all Loss, under Coverages A,
     B, C and D combined,  arising out of all Claims first made against each and
     every Insured, and all Crisis Loss occurring,  during the Policy Period and
     the  Discovery  Period  (if  applicable).  The Limit of  Liability  for the
     Discovery  Period  and the  CrisisFund(SM)  shall  be part  of,  and not in
     addition to, the Limit of Liability for the Policy Period. Further, a Claim
     which is made  subsequent  to the  Policy  Period or  Discovery  Period (if
     applicable) which pursuant to Clause 7(b) or 7(c) is considered made during
     the  Policy  Period or  Discovery  Period  shall also be subject to the one
     aggregate  Limit of  Liability  stated in Item 3 of the  Declarations.  The
     limit of the Insurer's  liability for Crisis Loss and Delisting Crisis Loss
     arising  from  all  Crises  occurring  during  the  Policy  Period,  in the
     aggregate,  shall  be the  amounts  set  forth as the  CrisisFund(SM).  The
     CrisisFund(SM). shall be the aggregate limit of the Insurer's liability for
     all Crises under this policy  regardless of the number of Crises  occurring
     during the Policy Period.

     Defense  Costs are not  payable by the  Insurer in addition to the Limit of
     Liability.  Defense  Costs are part of Loss and as such are  subject to the
     Limit of Liability for Loss.

                                       8
<PAGE>

6.   RETENTION CLAUSE

     For each  Claim,  the  Insurer  shall only be liable for the amount of Loss
     arising from a Claim which is in excess of the applicable Retention amounts
     stated in Items 4(a),  4(b) and 4(c) of the  Declarations,  such  Retention
     amounts to be borne by an Organization and/or the Insured Person and remain
     uninsured,  with regard to all Loss other than Non-Indemnifiable  Loss. The
     Retention amount specified in:

     (i)  Item 4(a),  applies to  Defense  Costs that arise out of a  Securities
          Claim;

     (ii) Item 4(b) applies to Loss that arises out of an  Employment  Practices
          Claim; and

     (iii)Item 4(c)  applies to Loss that  arises out of any Claim  other than a
          Securities Claim or an Employment Practices Claim.

     A single  Retention  amount  shall  apply to Loss  arising  from all Claims
     alleging the same Wrongful Act or related Wrongful Acts.

     In the event a Claim triggers more than one of the Retention amounts stated
     in Items 4(a), 4(b) and 4(c) of the  Declarations,  then, as to that Claim,
     the highest of such Retention  amounts shall be deemed the Retention amount
     applicable  to Loss (to which a  Retention  is  applicable  pursuant to the
     terms of this policy) arising from such Claim.

     Further,  with  respect  to all  Claims,  other than  Employment  Practices
     Claims,  no Retention  shall apply to Loss arising from such Claims and the
     Insurer shall reimburse  Defense Costs otherwise covered hereunder and paid
     by the  Insured,  in the event of: (1) a  determination  of No Liability of
     each and every Insured  against whom the same Claim or related  Claims have
     been made;  or (2) a dismissal or a  stipulation  to dismiss each and every
     Insured  against  whom the same  Claim or  related  Claims  have  been made
     without  prejudice  and without the payment of any  consideration  by or on
     behalf  of  any  Insured.   However,   in  the  case  of  (2)  above,  such
     reimbursement   shall  occur  90  days  after  the  date  of  dismissal  or
     stipulation  as long as such Claim is not brought (or any other Claim which
     is  subject  to the same  single  retention  by  virtue  of Clause 6 is not
     pending or  brought)  again  within that time,  and  further  subject to an
     undertaking  by an  Organization  in a form  acceptable to the Insurer that
     such  reimbursement  shall be paid back by such Organization to the Insurer
     in the event the Claim (or any other  Claim  which is  subject  to the same
     single  retention  by  virtue of Clause 6) is  brought  after  such  90-day
     period.

     No Retention amount is applicable to Crisis Loss or Non-Indemnifiable Loss.

7.   NOTICE/CLAIM REPORTING PROVISIONS

     Notice  hereunder  shall be given in writing to the Insurer named in Item 8
     of the Declarations at the address indicated in Item 8 of the Declarations.
     If mailed,  the date of mailing shall  constitute the date that such notice
     was given and proof of mailing shall be sufficient proof of notice.

     (a)  An Organization  or an Insured shall, as a condition  precedent to the
          obligations  of the Insurer under this policy,  give written notice to
          the Insurer of a Claim made  against an Insured or a Crisis as soon as
          practicable:  (i) after the Named  Entity's  Risk  Manager  or General
          Counsel (or equivalent  position) first becomes aware of the Claim; or
          (ii) the Crisis commences, but in all events no later than either:

          (1)  the  end  of  the  Policy  Period  or the  Discovery  Period  (if
               applicable); or

          (2)  within  30  days  after  the  end of  the  Policy  Period  or the
               Discovery Period (if applicable), as long as such Claim was first
               made  against an  Insured  within the final 30 days of the Policy
               Period or the Discovery Period (if applicable).

                                       9
<PAGE>

     (b)  If written notice of a Claim has been given to the Insurer pursuant to
          Clause 7(a) above,  then a Claim which is subsequently made against an
          Insured and  reported to the Insurer  alleging,  arising out of, based
          upon or  attributable to the facts alleged in the Claim for which such
          notice has been given,  or alleging any Wrongful Act which is the same
          as or related to any  Wrongful  Act alleged in the Claim of which such
          notice has been given,  shall be considered related to the first Claim
          and made at the time such notice was given.

     (c)  If during  the  Policy  Period  or during  the  Discovery  Period  (if
          applicable)  an  Organization  or an Insured shall become aware of any
          circumstances which may reasonably be expected to give rise to a Claim
          being made  against an Insured  and shall give  written  notice to the
          Insurer of the circumstances, the Wrongful Act allegations anticipated
          and the reasons for anticipating  such a Claim,  with full particulars
          as to dates,  persons  and  entities  involved,  then a Claim which is
          subsequently  made  against  such  Insured and reported to the Insurer
          alleging,   arising  out  of,  based  upon  or  attributable  to  such
          circumstances  or alleging  any  Wrongful  Act which is the same as or
          related  to  any   Wrongful   Act   alleged  or   contained   in  such
          circumstances,  shall be  considered  made at the time such  notice of
          such circumstances was given.

8.   DEFENSE COSTS, SETTLEMENTS, JUDGMENTS (INCLUDING THE ADVANCEMENT OF DEFENSE
     COSTS)

     Under  Coverages A, B and C of this policy,  except as hereinafter  stated,
     the Insurer  shall  advance,  excess of any  applicable  retention  amount,
     covered  Defense  Costs no later than ninety (90) days after the receipt by
     the Insurer of such defense  bills.  Such  advance  payments by the Insurer
     shall be repaid to the Insurer by each and every  Insured or  Organization,
     severally according to their respective interests,  in the event and to the
     extent that any such Insured or  Organization  shall not be entitled  under
     this policy to payment of such Loss.

     The  Insurer  does not,  however,  under  this  policy,  assume any duty to
     defend.  The Insureds shall defend and contest any Claim made against them.
     The  Insureds  shall not  admit or assume  any  liability,  enter  into any
     settlement agreement, stipulate to any judgment, or incur any Defense Costs
     without the prior written consent of the Insurer.  Only those  settlements,
     stipulated  judgments and Defense Costs which have been consented to by the
     Insurer shall be  recoverable  as Loss under the terms of this policy.  The
     Insurer's  consent shall not be  unreasonably  withheld,  provided that the
     Insurer  shall be entitled to  effectively  associate in the  defense,  the
     prosecution  and  the  negotiation  of any  settlement  of any  Claim  that
     involves or appears reasonably likely to involve the Insurer.

     The Insurer  shall have the right to  effectively  associate  with each and
     every Organization and Insured Person in the defense and prosecution of any
     Claim that involves,  or appears reasonably likely to involve, the Insurer,
     including,  but not limited to,  negotiating a  settlement.  Each and every
     Organization and Insured Person shall give the Insurer full cooperation and
     such information as it may reasonably require.

     Notwithstanding any of the foregoing, if all Insured defendants are able to
     dispose of all Claims which are subject to one retention amount  (inclusive
     of Defense  Costs) for an amount not  exceeding  any  applicable  retention
     amount,  then  the  Insurer's  consent  shall  not  be  required  for  such
     disposition.

     No  Organization  is covered in any respect under Coverage A or Coverage C.
     An Organization is covered,  subject to the policy's terms,  conditions and
     limitations  only with respect to: (i) its  indemnification  of its Insured
     Persons  under  Coverage  B(ii) as respects a Claim  against  such  Insured
     Persons;  and (2) under Coverage B(i) for a Securities Claim.  Accordingly,
     the Insurer has no obligation under this policy for covered Defense Costs

                                       10
<PAGE>

     incurred by,  judgments  against or settlements by an Organization  arising
     out of a Claim made against an Organization other than a covered Securities
     Claim,  or any  obligation  to pay Loss arising out of any legal  liability
     that an  Organization  has to a  claimant,  except  as  respects  a covered
     Securities Claim against such Organization.

     With  respect to: (i) Defense  Costs  jointly  incurred  by; (ii) any joint
     settlement  entered into by; and/or (iii) any judgment of joint and several
     liability  against any  Organization and any Insured in connection with any
     Claim other than a Securities  Claim,  any such  Organization  and any such
     Insured and the Insurer agree to use their best efforts to determine a fair
     and proper allocation of the amounts as between any such Organization,  any
     such  Insured and the Insurer,  taking into account the relative  legal and
     financial exposures, and the relative benefits obtained by any such Insured
     and any such  Organization.  In the event  that a  determination  as to the
     amount of Defense  Costs to be advanced  under the policy  cannot be agreed
     to, then the Insurer shall advance  Defense Costs excess of any  applicable
     retention  amount  which the Insurer  states to be fair and proper  until a
     different  amount  shall  be  agreed  upon or  determined  pursuant  to the
     provisions of this policy and applicable law.

     This Clause 8 shall not be  applicable  to Crisis  Loss.  Nevertheless  the
     Insurer does not, under this policy, assume any duty to defend.

9.   PRE-AUTHORIZED SECURITIES DEFENSE ATTORNEYS

     Affixed as  Appendix  A hereto and made a part of this  policy is a list of
     Panel  Counsel law firms  ("Panel  Counsel  Firms").  The list provides the
     Insureds with a choice of law firms from which a selection of legal counsel
     shall be made to conduct the defense of any  Securities  Claim made against
     such Insureds.

     The  Insureds  shall select a Panel  Counsel Firm to defend the  Securities
     Claim made against the Insureds in the jurisdiction in which the Securities
     Claim is brought.  In the event the Claim is brought in a jurisdiction  not
     included on the list, the Insureds shall select a Panel Counsel Firm in the
     listed jurisdiction which is the nearest geographic  jurisdiction to either
     where the Securities  Claim is brought or where the corporate  headquarters
     of the Named Entity is located.  In such  instance  the Insureds  also may,
     with the express prior written consent of the Insurer,  which consent shall
     not be  unreasonably  withheld,  select  a  non-Panel  Counsel  Firm in the
     Jurisdiction in which the Securities Claim is brought to function as "local
     counsel" on the Claim to assist the Panel  Counsel Firm which will function
     as "lead counsel" in conducting the defense of the Securities Claim.

     With the  express  prior  written  consent of the  Insurer,  an Insured may
     select a Panel Counsel Firm different from that selected by another Insured
     defendant  if such  selection  is  required  due to an actual  conflict  of
     interest or is otherwise reasonably justifiable.  The list of Panel Counsel
     Firms may be amended  from time to time by the  Insurer.  However,  no firm
     shall be removed from the specific  list attached to this policy during the
     Policy Period, without the consent of the Named Entity.

10.  DISCOVERY CLAUSE

     Except as  indicated  below,  if the Named Entity shall cancel or the Named
     Entity or the Insurer  shall refuse to renew this policy,  the Named Entity
     shall  have  the  right to a  period  of  either  one,  two or three  years
     following  the  effective  date of such  cancellation  or  nonrenewal  (the
     "Discovery  Period")  upon payment of the  respective  "Additional  Premium
     Amount"  described  below in which to give to the  Insurer  written  notice
     pursuant  to Clause  7(a) and 7(c) of the policy of: (i) Claims  first made
     against an Insured,  and (ii)  circumstances of which an Organization or an
     Insured shall be come aware, in either

                                       11
<PAGE>

     case during said Discovery Period and solely with respect to a Wrongful Act
     occurring  prior to the end of the Policy Period and  otherwise  covered by
     this policy.

     The  Additional  Premium Amount for: (1) one year shall be no more than 75%
     of the Full Annual Premium; (2) two years shall be no more than 150% of the
     Full Annual Premium;  and (3) three years shall be no more than 225% of the
     Full Annual  Premium.  As used  herein,  " Full Annual  Premium"  means the
     premium level in effect immediately prior to the end of the Policy Period.

     Notwithstanding  the first paragraph of Clause 5, if the Named Entity shall
     cancel  or the  Insurer  or the Named  Entity  shall  refuse to renew  this
     policy,  then the Named  Entity  shall also have the  right,  to request an
     offer from the Insurer of a Discovery Period (with respect to Wrongful Acts
     occurring prior to the end of the Policy Period) with an aggregate limit of
     liability  applicable  to Claims  made  against  the  Insured  during  such
     Discovery  Period which is in addition to, and not part of, the  applicable
     Limit of  Liability  set forth in Item 3 of the  Declarations.  The Insurer
     shall quote such a  Discovery  Period  pursuant to such terms,  conditions,
     exclusions and additional  premium as it deems  appropriate in its sole and
     absolute discretion.

     In the event of a Transaction as defined in Clause 12(a),  the Named Entity
     shall have the right to request  an offer from the  Insurer of a  Discovery
     Period (with respect to Wrongful Acts occurring prior to the effective time
     of the Transaction). The Insurer shall offer such Discovery Period pursuant
     to such terms, conditions, exclusions and additional premium as the Insurer
     may  reasonably  decide.  In the  event of a  Transaction,  the  right to a
     Discovery  Period  shall not  otherwise  exist  except as indicated in this
     paragraph.

     The Discovery  Period is not cancelable and the additional  premium charged
     shall be fully earned at  inception.  This Clause 10 shall not apply to any
     cancellation  resulting from nonpayment of premium. The rights contained in
     this  Clause 10 shall  terminate  unless  written  notice of  election of a
     Discovery  Period  together with any additional  premium due is received by
     the Insurer no later than thirty (30)  subsequent to the effective  date of
     the cancellation, nonrenewal or Transaction.

11.  CANCELLATION CLAUSE

     This policy may be canceled by the Named Entity at any time only by mailing
     written  prior  notice to the Insurer or by surrender of this policy to the
     Insurer or its authorized  agent. This policy may only be canceled by or on
     behalf of the Insurer in the event of  non-payment  of premium by the Named
     Entity.  In the event of  non-payment  of premium by the Named Entity,  the
     Insurer  may cancel  this policy by  delivering  to the Named  Entity or by
     mailing to the Named Entity, by registered, certified, or other first class
     mail,  at  the  Named  Entity's  address  as  shown  in  Item  1(a)  of the
     Declarations,   written   notice  stating  when,  not  less  than  15  days
     thereafter, the cancellation shall be effective. The mailing of such notice
     as  aforesaid  shall be  sufficient  proof of  notice.  The  Policy  Period
     terminates  at the date and hour  specified in such notice,  or at the date
     and time of  surrender.  The  Insurer  shall have the right to the  premium
     amount for the portion of the Policy  Period during which the policy was in
     effect.

     If this policy  shall be canceled by the Named  Entity,  the Insurer  shall
     retain the customary short rate  proportion of the premium  herein.  If the
     period of limitation  relating to the giving of notice as set forth in this
     Clause  11 is also  set  forth  in any  law  controlling  the  construction
     thereof,  then such period  shall be deemed to be amended so as to be equal
     to the minimum period of limitation set forth in the controlling law.

                                       12
<PAGE>

12.  ORGANIZATIONAL CHANGES

     (a)  If during the Policy Period:

          (1)  the Named Entity shall  consolidate with, merge into, or sell all
               or substantially  all of its assets to any other person or entity
               or group of persons or entities acting in concert; or

          (2)  any person or entity or group of persons  or  entities  acting in
               concert shall acquire Management Control of the Named Entity;

          (any of such events  being a  "Transaction"),  then this policy  shall
          continue in full force and effect as to Wrongful Acts occurring  prior
          to the  effective  time of the  Transaction,  but  there  shall  be no
          coverage  afforded by any  provision  of this policy for any actual or
          alleged  Wrongful  Act  occurring  after  the  effective  time  of the
          Transaction.  This policy may not be canceled after the effective time
          of the  Transaction  and the entire  premium for this policy  shall be
          deemed  earned as of such time.  The Named  Entity shall also have the
          right to an offer by the Insurer of a Discovery  Period  described  in
          the fourth paragraph of Clause 10 of this policy.

     (b)  Subsidiary Additions:  "Subsidiary"  also means any for-profit  entity
          that is not formed as a  partnership  of which the Named  Entity first
          had Management  Control during the Policy Period,  whether directly or
          indirectly through one or more other Subsidiaries, and:

          (1)  whose assets total less than 25% of the total consolidated assets
               of each and every  Organization  as of the inception date of this
               policy; or

          (2)  whose assets total 25% or more than the total consolidated assets
               of each and every  Organization  as of the inception date of this
               policy,  but such entity shall be a "Subsidiary"  only: (i) for a
               period of sixty  (60) days from the date the Named  Entity  first
               had Management  Control of such entity;  or (ii) until the end of
               the Policy Period,  which ever ends or occurs first  (hereinafter
               "Auto-Subsidiary Period");

          provided  that the Named Entity or any other Insured shall report such
          Subsidiary to the Insurer, in writing,  prior to the end of the Policy
          Period.

          The Insurer  shall  extend  coverage for any  Subsidiary  described in
          12(b)(2) above, and any Insured Person thereof,  beyond its respective
          Auto-Subsidiary  Period if during  such  Auto-Subsidiary  Period,  the
          Named Entity shall have provided the Insurer with full  particulars of
          the new Subsidiary and agreed to any additional  premium and amendment
          of the provisions of this policy  required by the Insurer  relating to
          such  Subsidiary.  Further,  coverage  as  shall  be  afforded  to any
          Subsidiary  and any Insured  Person  thereof is  conditioned  upon the
          Named Entity paying when due any  additional  premium  required by the
          Insurer relating to such Subsidiary.

     (c)  Insured   Persons  and  Outside  Entity   Executives:   Coverage  will
          automatically  apply to all new Insured  Persons of and Outside Entity
          Executives of an  Organization  following  the inception  date of this
          policy.

     (d)  Other Organizational  Changes: In all events,  coverage as is afforded
          under  this  policy  with   respect  to  a  Claim  made   against  any
          Organization  and/or any Insured  Person  thereof shall only apply for
          Wrongful  Acts  committed or allegedly  committed  after the effective
          time such Organization  became an Organization and such Insured Person
          became an Insured  Person,  and prior to the effective  time that such
          Organization  ceases  to be an  Organization  or such  Insured  Person
          ceases  to be an  Insured  Person.  An  Organization  ceases  to be an
          Organization  when the Named  Entity no  longer  maintains  Management
          Control of an Organization  either directly or indirectly  through one
          or more of its Subsidiaries.

                                       13
<PAGE>

13.  SUBROGATION

     In the  event of any  payment  under  this  policy,  the  Insurer  shall be
     subrogated  to  the  extent  of  such  payment  to all of  each  and  every
     Organization's  and  Insured's  rights of recovery  thereof,  and each such
     Organization  and Insured  shall  execute all papers  required and shall do
     everything  that may be  necessary  to secure  such  rights  including  the
     execution  of any  and  all  documents  necessary  to  enable  the  Insurer
     effectively  to bring suit in the name of each such  Organization  and each
     such Insured. In no event, however shall the Insurer exercise its rights of
     subrogation  against an Insured  under this policy  unless such Insured has
     been convicted of a deliberate  criminal act, or been determined to have in
     fact committed a deliberate  fraudulent  act, or been determined to have in
     fact obtained any profit or advantage to which such Insured was not legally
     entitled.

14.  OTHER INSURANCE AND INDEMNIFICATION

     Such  insurance  as is provided  by this policy  shall apply only as excess
     over any other valid and collectible insurance, unless such other insurance
     is written only as specific  excess  insurance  over the Limit of Liability
     provided by this policy.  This policy shall  specifically  be excess of any
     other valid and collectible  insurance  pursuant to which any other insurer
     has a duty to defend a Claim for which this policy may be  obligated to pay
     Loss.

     In the event of a Claim made against an Outside Entity Executive,  coverage
     as is afforded by this policy,  whether under Coverage B(ii) or Coverage C,
     shall be  specifically  excess of: (1) any  indemnification  provided by an
     Outside  Entity;  and (2) any  insurance  coverage  afforded  to an Outside
     Entity or its Executives  applicable to such Claim.  Further,  in the event
     such other Outside Entity insurance is provided by the Insurer or any other
     company of American  International  Group, Inc. (AIG) (or would be provided
     but for the application of the retention amount, exhaustion of the limit of
     liability  or failure to submit a notice of a claim as  required)  then the
     Insurer's  maximum  aggregate  Limit of  Liability  for all Loss under this
     policy,  as respects any such Claim,  shall be reduced by the amount of the
     limit of  liability  (as set  forth on the  Declarations)  of the other AIG
     insurance provided to such Outside Entity.

15.  NOTICE AND AUTHORITY

     It is agreed that the Named Entity shall act on behalf of its  Subsidiaries
     and each and every  Insured  with respect to the giving of notice of Claim,
     the giving and receiving of notice of cancellation, the payment of premiums
     and the  receiving  of any return  premiums  that may become due under this
     policy,  the receipt and  acceptance of any  endorsements  issued to form a
     part of this  policy  and the  exercising  or  declining  of any right to a
     Discovery Period.

16.  ASSIGNMENT

     This policy and any and all rights hereunder are not assignable without the
     written consent of the Insurer.

17.  ALTERNATIVE DISPUTE RESOLUTION PROCESS

     It is hereby  understood and agreed that all disputes or differences  which
     may arise under or in connection  with this policy,  whether arising before
     or after  termination of this policy,  including any  determination  of the
     amount of Loss,  shall be submitted to the alternative  dispute  resolution
     ("ADR") process set forth in this clause.

     Either  the  Insurer  or an  Insured  may  elect  the  type of ADR  process
     discussed below; provided,  however, that such insured shall have the right
     to reject the Insurer's choice of the type of ADR process at any time prior
     to its  commencement,  in which case such  Insured's  choice of ADR process
     shall control.

                                       14
<PAGE>

     The  Insurer  and each and every  Insured  agrees  that there  shall be two
     choices of ADR  process:  (1)  non-binding  mediation  administered  by the
     American Arbitration Association, in which the Insurer and any such Insured
     shall try in good faith to settle  the  dispute  by  mediation  under or in
     accordance  with its  then-prevailing  Commercial  Mediation  Rules; or (2)
     arbitration submitted to the American Arbitration Association in accordance
     with  its  then-prevailing  Commercial  Arbitration  Rules,  in  which  the
     arbitration  panel shall  consist of three  disinterested  individuals.  In
     either  mediation or  arbitration,  the mediator or arbitrators  shall have
     knowledge of the legal, corporate management,  or insurance issues relevant
     to the matters in dispute.  The mediator or arbitrators shall also give due
     consideration  to the general  principles of the law of the state where the
     Named Entity is incorporated in the construction or  interpretation  of the
     provisions of this policy. In the event of arbitration, the decision of the
     arbitrators  shall be final and binding and provided to both  parties,  and
     the arbitrators'  award shall not include attorneys fees or other costs. In
     the event of  mediation,  either  party  shall have the right to commence a
     judicial proceeding;  provided,  however,  that no such judicial proceeding
     shall be commenced  until the mediation  shall have been  terminated and at
     least 120 days shall have elapsed from the date of the  termination  of the
     mediation.  In all events,  each party shall share  equally the expenses of
     the ADR process.

     Either  choice of ADR  process  may be  commenced  in New  York,  New York;
     Atlanta,  Georgia;  Chicago,  Illinois;  Denver,  Colorado; or in the state
     indicated in Item 1(a) of the  Declarations  as the mailing address for the
     Named  Entity.  The  Named  Entity  shall  act on  behalf of each and every
     Insured in deciding to proceed with an ADR process under this clause.

18.  ACTION AGAINST INSURER

     Except as provided in Clause 17 of the policy,  no action shall lie against
     the Insurer unless, as a condition precedent thereto, there shall have been
     full compliance  with all of the terms of this policy,  or until the amount
     of the  Insured's  obligation  to pay shall  have been  finally  determined
     either by judgment  against such  Insured  after actual trial or by written
     agreement of the Insured, the claimant and the Insurer.

     Any person or  organization  or the legal  representative  thereof  who has
     secured such judgment or written  agreement shall thereafter be entitled to
     recover under this policy to the extent of the  insurance  afforded by this
     policy. No person or organization shall have any right under this policy to
     join  the  Insurer  as a  party  to  any  action  against  any  Insured  or
     Organization to determine the Insured's liability, nor shall the Insurer be
     impleaded by any Insured  Person,  their spouse,  any  Organization  or any
     legal representative of the foregoing.

19.  BANKRUPTCY

     Bankruptcy or insolvency of any  Organization  or any Insured  Person shall
     not relieve the Insurer of any of its obligations hereunder.

     It is further  understood and agreed that the coverage  provided under this
     policy is intended to protect and benefit the Insured Persons.  Further, if
     a liquidation or reorganization proceeding is commenced by the Named Entity
     and/or any other Organization  (whether voluntarily or involuntarily) under
     Title 11 of the United  States Code (as  amended),  or any  similar  state,
     local or foreign law  (collectively  "Bankruptcy Law") then, in regard to a
     covered Claim under this policy, the Insureds hereby:

     (a)  waive and release any  automatic  stay or  injunction to the extent it
          may apply in such proceeding to the proceeds of this policy under such
          Bankruptcy Law; and

     (b)  agree not to oppose or object to any  efforts  by the  Insurer  or any
          Insured to obtain relief from any stay or injunction applicable to the
          proceeds  of this  policy  as a  result  of the  commencement  of such
          liquidation or reorganization proceeding.

                                       15
<PAGE>
20.  SPOUSAL AND LEGAL REPRESENTATIVE EXTENSION

     If a Claim  against an Insured  Person  includes a Claim  against:  (i) the
     lawful spouse of such Insured Person;  or (ii) a property  interest of such
     spouse,  and such Claim  arises from any actual or alleged  Wrongful Act of
     such  Insured  Person,  this policy shall cover Loss arising from the Claim
     made  against that spouse or the property of that spouse to the extent that
     such Loss does not arise from a Claim for any actual or alleged act,  error
     or omission of such  spouse.  This policy  shall cover Loss  arising from a
     Claim made  against the estates,  heirs,  or legal  representatives  of any
     deceased  Insured  Person,  and the legal  representatives  of any  Insured
     Person, in the event of incompetency,  insolvency or bankruptcy, who was an
     Insured Person at the time the Wrongful Acts upon which such Claim is based
     were committed.

21.  RENEWAL APPLICATION PROCEDURE

     If this policy is a renewal of, a  replacement  of, or succeeds in time any
     policy (providing  similar  coverage) issued by the Insurer,  or any of its
     affiliates,  then in granting  coverage under this policy it is agreed that
     the Insurer has relied upon the  Application as being accurate and complete
     in underwriting  this policy.  This Clause 21 together with the Application
     constitute  the complete  Application  that is the basis of this policy and
     form a part hereof, and is material to the risk assumed by the Insurer.  No
     written renewal  application  form need be completed by the Named Entity in
     order to receive a renewal  quote from the  Insurer,  although  the Insurer
     reserves the right to require specific information upon renewal.

22.  ORDER OF PAYMENTS

     In the event of Loss arising from a covered  Claim for which payment is due
     under the provisions of this policy, then the Insurer shall in all events:

     (a)  first,  pay Loss for which  coverage is provided  under Coverage A and
          Coverage C of this policy; then

     (b)  only after  payment  of Loss has been made  pursuant  to Clause  22(a)
          above,  with  respect  to  whatever  remaining  amount of the Limit of
          Liability is available  after such payment,  at the written request of
          the  chief  executive  officer  of the  Named  Entity,  either  pay or
          withhold  payment of such other Loss for which  coverage  is  provided
          under Coverage B(ii) of this policy; and then

     (c)  only after  payment of Loss has been made pursuant to Clause 22(a) and
          Clause 22(b) above,  with respect to whatever  remaining amount of the
          Limit of  Liability is available  after such  payment,  at the written
          request of the chief executive officer of the Named Entity, either pay
          or withhold  payment of such other Loss for which coverage is provided
          under Coverages B(i) and D of this policy.

     In the event the Insurer  withholds payment pursuant to Clause 22(b) and/or
     Clause 22(c) above,  then the Insurer shall at such time and in such manner
     as shall be set  forth  in  written  instructions  of the  chief  executive
     officer of the Named  Entity  remit  such  payment  to an  Organization  or
     directly to or on behalf of an Insured Person.

     The  bankruptcy  or insolvency of any  Organization  or any Insured  Person
     shall not  relieve  the  Insurer of any of its  obligations  to  prioritize
     payment of covered Loss under this policy pursuant to this Clause 22.

23.  HEADINGS

     The descriptions in the headings of this policy are solely for convenience,
     and form no part of the terms and conditions of coverage.

                                       16
<PAGE>
                                                                             -1-
                                   APPENDIX A
                                 PANEL COUNSEL

California
----------

Brobeck, Phleger & Harrison
Spear Street Tower
One Market
San Francisco, CA 94105
Contact:
Tower C. Snow Jr.                  415-442-0900

Gibson, Dunn & Crutcher
333 South Grand Avenue
Los Angeles, CA 90071-3197
Contact:
Robert S. Warren                   213-229-7326
Philip Bosl                        213-229-7543
Wayne W. Smith                     213-229-7464

Heller, Ellman, White & McAuliffe
333 Bush Street San Francisco,
CA 94104 Main Tel:
Contact:                           415-772-6000
Douglas N. Schwab
M. Laurence Popofsky

Heller, Ellman, White & McAuliffe
525 University Avenue
Palo Alto, CA 94301
Contact:
Norman J. Blears                   415-324-7000

Irell & Manella
1800 Avenue of the Stars
Suite 900
Los Angeles, CA 90067
Contact:
Richard Borow                      310-277-1010

Latham & Watkins
633 West Fifth Avenue
Suite 4000
Los Angeles CA, 90071-2007
Contact:
Hugh Stevens Wilson                213-485-1234

Latham & Watkins
505 Montgomary Street
Suite 1900
San Francisco, CA 94111
Contact:
Paul H. Dawes                      415-391-0600

McCutchen Doyle, Brown & Emerson
355 South Grand Avenue
Suite 4400
Los Angeles, CA 90071-1560
Contact:
John C. Morrissey                  213-680-6400

McCutchen, Doyle, Brown & Emerson
Three Embarcadero Center
San Francisco, CA 94111
Contact:
David M. Balabanian                415-393-2000
Mary Huser                         415-393-2000

Morrison & Foerster
425 Market Street
San Francisco, CA 94104-2482
Contact:
Paul T. Friedman                   415-268-7444

Morrison & Foerster
555 West 5th Street - Suite 3500
Los Angles, CA 90013-1024
Contact:
Rober S. Stern                     213-892-5464

Munger, Tolles & Olson
355 South Grand Avenue-35th Floor
Los Angeles, CA 90071-1560
Contact:
Dennis L. Kinnaird                 213-683-9264
John W. Spiegel                    213-683-9152

O'Melveny & Myers
400 South Hope Street
Los Angeles, CA 90071-2899
Main Tel:                          213-669-6000
Contact:
Seth Aronson
Robert Vanderet

O'Melveny & Myers
610 Newport Center
Newport Beach, CA 92660
Contact:
Phillip Kaplan                     714-760-9600

<PAGE>
                                               -2-
              APPENDIX A (continued)

                   PANEL COUNSEL

O'Melveny & Myers
275 Battery Street
San Francisco, CA 94111
Contact:
Richard Warmer                     415-984-8700

Orrick Herrington & Sutcliffe
Old Federal Reserve Bank Building
400 Sansome Street
San Francisco, CA 94111
Main Tel:                          415-773-5344
Contact:
William Alderman
W. Reece Bader
Richard J. Lucas

Pillsbury Madison & Sutro
2550 Hanover st
Palo Alto, Ca 94304
Contact:
Walter Robinson                    650-233-4500

Pillsbury Madison & Sutro
725 South Figueroa Street
Suite 1200
Los Angeles CA 90017
Contact:
Steve 0. Kramer                    213-488-7100

Pillsbury Madison & Sutro
101 West Broadway
Suite 1800
San Diego, CA 92101
Contact:
Richard Seigal                     619-234-5000

Sherman & Sterling
555 California Street
San Francisco, CA 94104
Contact:
Susan Samuels Muck                 415-616-1100
Dean Krystowski

Skadden, Arps, Slate, Meagher & Flom
300 South Grand Avenue
Los Angeles, CA 90071
Main Tel:                          213-687-5000
Contact:
Frank Rothman
James E. Lyons

Wilson, Sonsini, Goodrich & Rosati
650 Page Mill Road
Palo, Alto, CA 94304-1050
Main Tel:                          415-493-9300
Contact:
Bruce G. Vanyo
Steven M. Schatz
Boris Feldman

District of Columbia
--------------------

Arnold & Porter
555 Twelfth Street, N.W.
Washington, D.C. 20004-1202
Contact:
Scott Schreiber                    202-942-5672

Davis, Polk & Wardwell
1300 I Street, N.W.
Washington, DC 20005
Main Tel:                          202-962-7000
Contact
Scott W. Muller

Greenberg Traurig
1300 Connecticut Avenue, N.W.
Washington, D.C. 20036
Contact:
Joe Reeder                         202-331-3100
C. Allen Foster

Gibson, Dunn & Crutcher
1050 Connecticut Avenue, N.W.
Washington, D.C. 20036-5306
Contact:
F. Joseph Warin                    202-887-3609

Patton Boggs, L.L.P.
2550 M Street N.W.
Washington, D.C. 20037
Contact:
Lanny Davis                        202-457-6000
Eric Kuwana

Sherman & Sterling
801 Pennsylvania Avenue, N.W.
Washington, DC 20004-2604
Main Tel:                          202-508-8000
Contact:
Thomas S. Martin
Jonathan L. Greenblat

Willkie Farr & Gallagher
Three Lafayette Centre
1155 21st Street N.W.
Washington, D.C. 20036-3384
Contact:
Kevin B. Clark                     202-328-8000

<PAGE>
                                               -3-
              APPENDIX A (continued)

                   PANEL COUNSEL

Florida
-------

Fowler White, Gillen, Boggs, Villareal
and Banker, P.A.
501 East Kennedy Boulevard
Suite 1700
Tampa, Fl 33602
Contact:
W. Donald Cox                      813-228-7411

Fowler, White, Gillen, Boggs, Villareal
and Banker, P.A.
601 Cleveland Street
Suite 800
Clearwater Florida 34615
Contact:
Burton W. Wiand                    813-446-8525

Greenberg Traurig
1221 Brickell Avenue
Miami, Florida 33131
Contact:
Hillarie Bass                      305-579-0500

Katz, Barron, Squtiero, Faust & Berman, P.A.
2699 South Bayshore Drive
Seventh Floor
Miami, Florida 33133-5408
Contact:
Richard E. Berman                  305-856-2444

Zuckerman Spaeder Taylor & Evans LLP
900 Miami Center
201 South Biscayne Boulevard
Miami, Fl 33131
Main Tel:                          305-358-5000
Ronald B. Ravikoff
Thomas J. Meeks
Guy A. Rasco

Steel, Hector & Davis LLP
200 South Biscayne Boulevard
Miami, FL 33131-2398
Contact:
Lewis F. Murphy, P.A.              305-577-2957

Holland & Knight
400 North Ashley Drive
Suite 2300
Tampa, FL 33602
Main Tel:                          813-227-8500
Contact:
Frederick S. Schrils
Calvin Hayes
Gregory P. Hansel

Holland & Knight
50 North Laura Street
Suite 3900
Jacksonville, Fl 32202
Main Tel:                          904-353-2000
Contact:
George E. Schultz, Jr.

Holland & Knight
701 Brickell Avenue
Suite 3000
Miami, FL 33131
Main Tel:                          305-374-8500
Contact:
Marty Steinberg
William F. Hamilton

Holland & Knight
315 South Calhoun Street
Suite 600
Tallahassee, FL 32301
Main Tel:                          904-224-7000
Contact:
Robert R. Feagin, III

Georgia
-------

Alston & Bird
One Atlantic Center
1201 W. Peachtree Street
Atlanta, GA 30309
Contact:
Peter Q. Bassett                   404-881-7343
Mary C. Gill                       404-881-7276

King & Spalding
191 Peachtree Street
Atlanta, GA 30303-1763
Main Tel:                          404-572-4600
Contact:
Grippin B. Bell
Michael R. Smith

Paul Hastings Janofsky & Walker, LLP
600 Peachtree Street, N.W.
Atlanta, GA 30308
Contact:
J. Allen Maines                    404-815-2500
<PAGE>
                                               -4-
              APPENDIX A (continued)
                   PANEL COUNSEL

Smith Gambrell & Russel
3343 Peachtree Road, N.E.-Suite 1800
Atlanta, GA 30326-1010
Contact:
David A. Handley                   404-264-2671
Robert C. Schwartz                 404-264-2658

Illinois
--------

Jenner & Block
One IBM Plaza
Chicago, IL 60611
Contact:
Jerold Solovy                      312-222-9350

Freeborn & Peters
311 South Wacker Drive
Suite 3000
Chicago, IL 60606-6677
Contact:
David H. Kistenbroker              312-360-6567

Kirkland & Ellis
2000 East Randolph Drive
Chicago, IL 60601
Main Tel:                          312-861-2000
Contact:
Garrett B. Johnson
Robert J. Kopecky

Sidley & Austin
One First National Plaza
Chicago, IL 60603
Contact:
Walter C. Carlson                  312-853-7734
Robert A. Downing                  312-853-7434
Eugene A. Schoon                   312-853-7279

Skadden, Arps, Slate, Meagher & Flom
333 West Wacker Drive
Chicago, IL 60606
Main Tel:                          312-407-0700
Contact: Susan Getzendanner
Timothy A. Nelsen

Sonnenschein Nath & Rosenthal
8000 Sears Tower
Chicago, IL 60606
Contact:
Harold D. Shapiro                  312-876-8035

Massachusetts
-------------

Goodwin, Procter & Hoar
Exchange Place
Boston, MA 02109
Contact:
Don M. Kennedy                     617-570-1000

Hale & Dorr
60 State Street
Boston, MA 02109
Main Tel:                          617-526-6000
Contact:
Jeffrey Rudman
John Batter

Mintz, Levin, Cohn, Feris, Glovsky & Popeo
One Financial Center
Boston, MA 02111
Contact:
Peter M. Saparoff                  617-542-6000

Palmer & Dodge
One Beacon Street
Boston, MA 02108
Contact:
Peter S. Terris                    617-573-0100

Ropes & Gray
One International Plaza
Boston, MA 02110-2624
Contact:
John D. Donovan, Jr.               617-951-7566

Skadden, Arps, Slate, Meager & Flom
One Beacon Street
Boston, Ma 02108
Main Tel:                          617-573-4800
Contact:
Thomas A. Dougherty
George J. Skelly
<PAGE>
                                               -5-
              APPENDIX A (continued)

                   PANEL COUNSEL

Testa, Hurwitz & Thibeault
High Street Tower
125 High Street
Boston, MA 02110
Contact:
Brian E. Pastuszenski              617-248-7000
Edmund G. Case

New York
--------

Arnold & Porter
399 Park Avenue
New York, NY 10022-4690
Contact:
Scott Schreiber                    212-715-1000

Cahill Gordon & Reindel
80 Pine Street
New York, NY 10005
Main Tel:                          212-701-3000
Contact:
Charles A. Gilman
Immanuel Kohn
Thomas J. Kavaler

Davis Polk & Wardwell
450 Lexington Avenue
New York, NY 10017
Main Tel:                          212-450-4000
Contact:
Henry L. King
Daniel F. Kolb

Fried, Frank, Harris, Shiver & Jacobson
One New York Plaza
New York, NY 10004
Contact:
Sheldon Raab                       212-859-8090

Greenberg Traurig
200 Park Avenue
New York City, NY 10166
Contact:
Marshall Fishman                   212-801-6400
Joe Reeder                         212-801-3200

Kaye, Scholer, Fiernan, Hays & Handler
425 Park Avenue
New York, NY 10022
Contact:
Frederic W. Yerman                 212-836-8663

Kirkland & Ellis
Citicorp Center
153 East 53rd Street
New York, NY 10022-4675
Main Tel:                          212-446-4800
Contact:
Yosef J. Riemer
Frank M. Holozubiec

Kramer Levin Naftalis & Frankel
919 Third Avenue
New York, NY 10022
Contact:
Gary Naftalis                      212-715-3100

Mikbank, Tweed Hadley & McCloy
One Chase Manhattan Plaza
New York, NY 10005
Contact:                           212-530-5554
Russell Brooks

Paul Weiss Rifkind Wharton & Garrison
1285 Avenue of the Americas
New York, NY 10019
Contact:
Martin Flumenbaum                  212-373-3000
Claudia Hammerman

Roger & Wells
200 Park Avenue
New York, NY 10166
Contact:
James Benedict                     212-878-8000
John Carroll
Richard Cirillo

Shearman & Sterling
Citicorp Center
153 East 53rd Street
New York, NY 10022-4676
Contact
Paul Wickes                        212-848-8000
Stuart Baskin

Simpson Thacher & Bartlett
425 Lexington Avenue
New York, NY 10017
Main Tel:                          212-455-2000
Contact:
Michael J. Chepiga
Bruce P. Angiollo
Roy L. Reardon

Skadden, Arps, Slate, Meager & Folm
919 Third Avenue
New York, NY 10022
Main Tel:                          212-735-3000
Contact:
Barry H. Garfinkel
Jonathan J. Lerner

<PAGE>
                                               -6-
              APPENDIX A (continued)
                   PANEL COUNSEL

Stroock, & Stroock & Lavan
Seven Hanover Square
New York, NY 10004-2696
Main Tel:                          212-806-5400
Contact
Melvin A Brosterman
Lawrence Greenwald
Alvin K. Hellerstein

Sullivan & Cromwell
125 Broad Street
New York, NY 10004-2498
Main Tel:                          212-558-4000
Contact:
John L. Warden
Philip L. Grahman, Jr.

Wachtell, Lipton, Rosen & Katz
51 West 57th Street
New York, NY 10019
Contact:
Norman Redlich                     216-371-9200

Weil, Gotshal & Manges
767 Fifth Avenue
New York, NY 10153
Contact:
Irwin Warren                       213-310-8000

Wilkie, Farr & Gallagher
787 Seventh Avenue
New York, NY 10019-4677
Main Tel:                          212-728-8000
Contact:
David L. Foster
Richard L. Posen
Michael R. Young

Ohio
----

Jones Day, Reavis & Pogue
North Point
Lakeside Avenue
Cleveland, OH 44114
Contact:
John Newman Jr.                    216-586-3939

Philadelphia
------------

Blank, Rome, Comisky & McCauley
1200 Four Penn Center
Philadelphia, PA 19103
Main Tel:                          215-569-5500
Contact:
Alexander D. Bono
Richard P. McElroy
Jerome R. Richter

Cozen and O'Connor
The Atrium
1900 Market Street
Philadelphia, PA 19103
Main Tel:                          215-665-2000
Contact:
Patrick J. O'Connor
Thomas C. Zielinski
H. Robert Fiebach

Dechert Price & Rhoads
4000 Bell Atlantic Tower
1717 Arch Street
Philadelphia, PA 19103-2793
Main Tel:                          215-994-4000
Contact:
Seymour Kurland
Jeffrey G. Weil

Morgan, Lewis & Bockius
2000 One Logan Square
Philadelphia, PA 19103-6993
Main Tel:                          215-963-5000
Contact:
Gregory M. Harvey
Marc J. Sonnenfeld
Elizabeth Hoop Fay

Pepper, Hamilton & Scheetz
3000 Two Logan Square
Eighteenth & Arch Streets
Philadelphia, PA 19103-2799
Main Tel:                          215-981-4000
Contact:
Jon A. Baughman
Laurence Z. Shiekman

<PAGE>
                                               -7-
              APPENDIX A (continued)
                   PANEL COUNSEL

Wolf, Block, Schorr and Solis-Cohen
12th Floor-Packard Building S.E.
Corner 15th & Chestnut Streets
Philadelphia, PA 19102-2678
Contact:
Jay A. Dubow                       215-977-2058

Pittsburgh
----------

Buchanan Ingersoll, P.C.
One Oxford Center, 20th Fl.
301 Grant Street
Pittsburgh, PA 15219-8800
Contact:
John R. Leathers                   412-562-1880

Washington
----------

Foster Pepper & Shefelman
1111 Third Avenue, Suite 3400
Seattle, Washington 98101-2399
Main Tel:                          206-447-4400
Main Fax:                          206-447-9700
Contact:
Peter S. Ehrlichman                206-447-8998
Stellman Keehnel                   206-447-8935


Davis Wright Tremain
2600 Century Square
1501 Fourth Avenue
Seattle, Washington 98101-1688
Main Tel:                          206-622-3150
Contact:
Stephen M. Rummage                 206-628-7755

Bogle & Gates
Two Union Square
601 Union Street
Seattle, Washington 98101-2346
Main Tel:                          206-682-5151
Contact:
Evan Schweb                        206-621-1478
Arthur C. Claflin                  206-621-1448

Heller, Ehrman, White & McAuliffe
701 Fifth Avenue
Seattle, WA 98104-7098
Main Tel:                          206-447-0900
Main Fax:                          206-447-0849
Contact:
George E. Greer

Lane Powell Spearslubersky
1420 Fifth Avenue, Suite 4100
Seattle, Washington 98101-2338
Main Tel:                          206-223-7000
Main Fax:                          206-223-7107
Contact:
James L. Robart
Rudy A. Englund
James B. Stoetzer

Perkins Coie
1201 Third Avenue, 40th Floor
Seattle, Washington 98101-3099
Main Tel:                          206-583-8888
Main Fax:                          206-583-8500
Contact:
Ronald L. Berenstain
Harry H. Schneider

Texas
-----

Akin, Gump, Statauss, Haurer & Feld, L.L.P.
1700 Pacific Avenue
Suite 4100
Dallas, TX 75201-4618
Main Tel:                          214-969-2800
Contact:
Lou Bickel
Mike Lowenberg

Akin, Gump, Strauss, Hauer & Feld, L.L.P.
Pennzoil Place - South Tower
711 Louisiana Street
Suite 1900
Houston, TX 77002
Main Tel:                          713-220-5800
Contact:
Charlie Moore
Paula Hinton

Baker & Botts, L.L.P.
910 Louisianna
Houston, TX 77002-4995
Main Tel:                          713-229-1234
Contact:
William C. Slusser
Harold L. Metts
<PAGE>
                                               -8-
              APPENDIX A (continued)
                   PANEL COUNSEL

Baker & Botts, L.L.P.
2001 Ross Avenue
Dallas, TX 75201-2916
Contact:
Ronald L. Palmer                   214-953-6500

Fulbright & Jaworski, L.L.P.
1301 McKinney
Suite 5100
Houston, TX 77010
Main Tel:                          713-651-5151
Contact:
Frank G. Jones
Richard N. Carrell

Fullbright & Jaworski, L.L.P.
2200 Ross Avenue
Suite 2800
Dallas, TX 75201
Contact:
Karl G. Dial                       214-855-8000

Haynes & Boone, L.L.P.
3100 Nationsbank Plaza
901 Main Street
Dallas, TX 75202-3789
Main Tel:                          214-651-5000
Contact:
Michael Boone
George Bramblett
Noel Hensley

Locke Purnell Rain Harrell
2200 Ross Avenue
Suite 2200
Dallas, TX 75201-6776
Contact:
John McElhaney                     214-740-8458
Peter Flynn                        214-740-8654
Morris Harrell                     214-740-8404

Thompson & Knight, P.C.
1700 Pacific
Suite 3300
Dallas, TX 75201-4693
Contact:
Timothy R. McCormick               214-969-1103

Vinson & Elkins
2500 First City Tower
1001 Fannin
Houston, TX 77002-6760
Contact:
David T. Hedges, Jr.               713-758-2676

Vinson & Elkins
3700 Trammell Crow Center
2001 Ross Avenue
Dallas, TX 75201-2975
Contact:
Orrin L. Harrison
<PAGE>

                                   APPENDIX B

I.   DEFINITIONS

(a)  "Crisis" means:

     (1)  a Delisting Crisis; and

     (2)  one of the following  events  which,  in the good faith opinion of the
          Chief Financial  Officer of an Organization did cause or is reasonably
          likely to cause a "Material Effect on an  Organization's  Common Stock
          Price":

          (i)  Negative earning or sales announcement

               The  public  announcement  of an  Organization's  past or  future
               earnings or sales, which is substantially less favorable than any
               of the following:  (i) an Organization's prior year's earnings or
               sales for the same period;  (ii) an  Organization's  prior public
               statements or  projections  regarding  earnings or sales for such
               period;  or  (iii)  an  outside  securities  analyst's  published
               estimate of an Organization's earnings or sales.

          (ii) Loss of a patent,  trademark or  copyright  or major  customer or
               contract

               The  public  announcement  of  an  unforeseen  loss  of:  (i)  an
               Organization's   intellectual   property  rights  for  a  patent,
               trademark or copyright,  other than by  expiration;  (ii) a major
               customer or client of an Organization;  or (iii) a major contract
               with an Organization.

          (iii)Product recall or delay

               The public  announcement  of the recall of a major  product of an
               Organization or the unforeseen delay in the production of a major
               product of an Organization.

          (iv) Mass tort

               The public  announcement or accusation  that an Organization  has
               caused the bodily injury,  sickness,  disease, death or emotional
               distress of a group of persons,  or damage to or  destruction  of
               any  tangible  group  of  properties,  including  the loss of use
               thereof.

          (v)  Employee layoffs or loss of key executive officer(s)

               The  public   announcement   of  layoffs  of   Employees   of  an
               Organization.  The  death  or  resignation  of  one or  more  key
               Executives of the Named Entity.

          (vi) Elimination or suspension of dividend

               The public  announcement  of the  elimination  or suspension of a
               regularly   scheduled  dividend   previously  being  paid  by  an
               Organization.

                                       1
<PAGE>

          (vii)Write-off of assets

               The public announcement that an Organization intends to write off
               a material amount of its assets.

          (viii)Debt restructuring or default

               The public  announcement  that an  Organization  has defaulted or
               intends  to  default  on its debt or  intends to engage in a debt
               restructuring.

          (ix) Bankruptcy

               The public announcement that an Organization  intends to file for
               bankruptcy  protection  or that a third  party is seeking to file
               for involuntary bankruptcy on behalf of an Organization;  or that
               bankruptcy   proceedings  are  imminent,   whether  voluntary  or
               involuntary.

          (x)  Governmental or regulatory litigation

               The  public   announcement  of  the  commencement  or  threat  of
               commencement   of  litigation  or   governmental   or  regulatory
               proceedings against an Organization.

          (xi) Unsolicited takeover bid

               An unsolicited written offer or bid by any person or entity other
               than an Insured or any affiliate of any Insured, whether publicly
               announced or privately  made to an Executive of an  Organization,
               to  effect a  Transaction  (as  defined  in  Clause  12(a) of the
               policy) of the Named Entity.

          A Crisis  shall  first  commence  when an  Organization  or any of its
          Executives  shall first become  aware of such  Crisis.  A Crisis shall
          conclude once a Crisis Firm advises an  Organization  that such Crisis
          no longer exists or when the CrisisFund(SM) has been exhausted.

     (b)  "Crisis Firm" means any public relations firm,  crisis management firm
          or law firm as listed in section II of this  Appendix  B. Any  "Crisis
          Firm"  may be hired by an  Organization  to  perform  Crisis  Services
          without further approval by the Insurer.

     (c)  "Crisis Loss" means the following amounts incurred during the pendency
          of a Crisis for which an Organization is legally liable:

          (1)  the  reasonable  and  necessary  fees and expenses  incurred by a
               Crisis  Firm  in  the  performance  of  Crisis  Services  for  an
               Organization;

          (2)  the reasonable  and necessary  fees and expenses  incurred in the
               printing, advertising or mailing of materials; and

          (3)  travel costs  incurred by  Executives,  employees or agents of an
               Organization or of the Crisis Firm, arising from or in connection
               with the Crisis.

                                      2

<PAGE>

     (d)  "Crisis  Services" means those services  performed by a Crisis Firm in
          advising an Insured or any Employee of an  Organization  on minimizing
          potential harm to an Organization  from the Crisis  (including but not
          limited  to  maintaining  and  restoring  investor  confidence  in  an
          Organization),  and solely with respect to Delisting  Crisis Loss, any
          legal services performed by a Crisis Firm in responding to a Delisting
          Crisis.

     (e)  "Delisting  Crisis" means written notice to an Organization  that such
          Organization will be or has been delisted from an Exchange.

     (f)  "Exchange"  means NASDAQ,  the American Stock  Exchange,  the New York
          Stock Exchange and the Singapore Exchange.

     (g)  "Material  Effect on an  Organization's  Common  Stock  Price"  means,
          within  a  period  of  24  hours,  that  the  price  per  share  of an
          Organization's common stock shall decrease by the greater of $2.00, or
          15% net of the  percentage  change in the Standard & Poor's  Composite
          Index.

II.  EXCLUSIONS

     The term Crisis shall not include any event relating to:

          (i)  any Claim which has been reported,  or any circumstances of which
               notice has been given, under any policy of which this policy is a
               renewal or replacement or which it may succeed in time;

          (ii) the actual, alleged or threatened discharge,  dispersal,  release
               or escape of Pollutants; or any direction or request to test for,
               monitor, clean up, remove, contain, treat, detoxify or neutralize
               Pollutants;  provided, however, the foregoing shall not apply the
               policy contains any endorsement modifying or deleting, in part or
               in whole, exclusion (k) of the policy; or

          (iii)the  hazardous   properties  of  nuclear   materials;   provided,
               however, the foregoing shall not apply to any Crisis arising from
               the ownership of, operation of,  construction of,  management of,
               planning  of,   maintenance  of  or  investment  in  any  nuclear
               facility.

                                       3
<PAGE>

III. PRE-APPROVED CRISIS FIRMS

     (a)  For all Crises  (including a Delisting  Crisis),  Crisis Firm(s) means
          any public relations firm listed in (1)-(7) below:

          (1) ABERNATHY MACGREGOR            (5) ROBINSON LERER & MONTGOMERY
              SCANLON                            75 Rockefeller Plaza, 6th floor
              501 Madison Avenue                 New York, NY 10019
              New York, NY 10022                 (212 )484-7721
              (212 )371-5999                     Contact: Michael Gross
              Contact: James T. MacGregor

          (2) BURSON-MARSTELLER              (6) SARD VERBINNEN & CO.
              230 Park Avenue South              630 Third Avenue
              New York, NY 10003-1566            New York, NY 10017
              (212 )614-5236                     (212) 687-8080
              Contact: Michael Claes             Contact: Paul Verbinnen or
                                                 George Sard

          (3) PATTON BOGGS, LLP              (7) SITRICK & COMPANY
              2550 M Street, N.W.                2029 Century Park East
              Washington, D.C., 20037            Suite 1750
              (202 )457-6000                     Los Angeles, CA 90067
              Contact: Thomas H. Boggs           (310) 788-2850
                                                 Contact: Michael Sitrick

          (4) KEKST AND COMPANY
              437 Madison Avenue
              New York, NY 10022
              (212 )593-2655
              Contact: Andrew Baer

     (b)  Solely for Delisting  Crises,  "Crisis Firm(s)" shall also include any
          Panel  Counsel  Firm (as  defined  in  Clause  9)  approved  to handle
          Securities Claims.


                                       4
<PAGE>

                                 ENDORSEMENT# 1

This endorsement, effective 12:01 am        May 5, 2000          forms a part of
policy number 280-69-48
issued to STV GROUP, INCORPORATED

by         National Union Fire Insurance Company of Pittsburgh, Pa.

                 NUCLEAR ENERGY LIABILITY EXCLUSIONS ENDORSEMENT

                                  WITH SHAREHOLDER CARVE-OUT

In consideration of the premium charged, it is hereby understood and agreed that
the Insurer shall not be liable to make any payment for Loss in connection  with
any Claim made against any Insured:

A.   alleging,  arising  out of,  based  upon,  attributable  to,  or in any way
     involving,  directly or  indirectly,  the  Hazardous  Properties of Nuclear
     Material, including but not limited to:

     (1)  Nuclear Material located at any Nuclear Facility owned by, or operated
          by or on behalf of,  the  Organization,  or  discharged  or  dispersed
          therefrom; or

     (2)  Nuclear  Material  contained in spent fuel or waste which was or is at
          any time possessed,  handled, used, processed,  stored, transported or
          disposed of by or on behalf of the Organization; or

     (3)  the  furnishing  by  an  Insured  or  the  Organization  of  services,
          materials,  parts  or  equipment  in  connection  with  the  planning,
          construction,  maintenance,  operation or use of any Nuclear Facility;
          or

     (4)  Claims  for  damage  or  other  injury  to  the  Organization  or  its
          shareholders which allege,  arise from, are based upon, are attributed
          to or in any  way  involve,  directly  or  indirectly,  the  Hazardous
          Properties of Nuclear Material.

B.   (1)  which is insured  under a nuclear  energy  liability  policy issued by
          Nuclear Energy Liability Insurance  Association,  Mutual Atomic Energy
          Liability underwriters, or Nuclear Insurance Association of Canada, or
          would be  insured  under any such  policy but for its  termination  or
          exhaustion of its limit of liability; or,

     (2)  with respect to which:  (a) any person or  organization is required to
          maintain  financial  protection  pursuant to the Atomic  Energy Act of
          1954,  or any law  amendatory  thereof,  or (b) the Insured is, or had
          this policy not been issued would be,  entitled to indemnity  from the
          United States of America,  or any agency thereof,  under any agreement
          entered into by the United States of America,  or any agency  thereof,
          with any person or organization.

As used in this endorsement:

"Hazardous Properties" include radioactive, toxic or explosive properties.


<PAGE>

                           ENDORSEMENT #1 (Continued)

This endorsement, effective 12:01 am        May 5, 2000          forms a part of
policy number 280-69-48
issued to STV GROUP, INCORPORATED

by         National Union Fire Insurance Company of Pittsburgh, Pa.

"Nuclear facility" means:

     (a)  any nuclear reactor;

     (b)  any equipment or device designed or used for

          (1)  separating the isotopes of uranium or plutonium,

          (2)  processing or utilizing spent fuel, or

          (3)  handling, processing or packaging wastes;

     (c)  any  equipment  or  device  used for the  processing,  fabricating  or
          alloying of special  nuclear  material if at any time the total amount
          of such  material in the custody of the Insured at the premises  where
          such equipment or device is located  consists of or contains more than
          25 grams of plutonium or uranium 233 or any  combination  thereof,  or
          more than 250 grams of uranium 235; and

     (d)  any structure,  basin, excavation,  premises or place prepared or used
          for the storage or disposal of waste,  and  includes the site on which
          any of the foregoing is located, all operations conducted on such site
          and all premises used for such operations.

"Nuclear Material" means source material,  special nuclear material or byproduct
material.

"Nuclear  Reactor"  means any  apparatus  designed  or used to  sustain  nuclear
fission in a  self-supporting  chain  reaction or to contain a critical  mass of
fissionable material.

"Source Material," " Special Nuclear  Material," and " Byproduct  Material" have
the  meanings  given  them  in the  Atomic  Energy  Act of  1954  or in any  law
amendatory thereof.

"Spent Fuel" means any fuel element or fuel  component,  solid or liquid,  which
has been used or exposed to radiation in a nuclear reactor.

"Waste"  means any waste  material (1)  containing  by product  material and (2)
resulting  from the  operation  by any  person or  organization  of any  Nuclear
Facility  included within the definition of nuclear facility under paragraph (a)
or (b) thereof.

ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS REMAIN UNCHANGED.

                                                    /s/  Paul L. Schiavone
                                              ----------------------------------
                                                   AUTHORIZED REPRESENTATIVE

<PAGE>
                                 ENDORSEMENT #2

This endorsement, effective 12:01 am          May 5, 2000        forms a part of
policy number 280-69-48
issued to STV GROUP, INCORPORATED

by         National Union Fire Insurance Company of Pittsburgh, Pa.

                       CAPTIVE INSURANCE COMPANY EXCLUSION

In consideration of the premium charged, it is hereby understood and agreed that
the Insurer shall not be liable to make any payments for Loss in connection with
any Claim made  against  any  Insured  alleging,  arising  out of,  based  upon,
attributable to the ownership, management, maintenance, operation and/or control
by the Organization of any captive insurance company or entity including but not
limited to any Claim alleging the insolvency or bankruptcy of an Organization as
a result of such ownership, operation, management and control.

ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS REMAIN UNCHANGED



                                                    /s/  Paul L. Schiavone
                                              ----------------------------------
                                                   AUTHORIZED REPRESENTATIVE
<PAGE>
                                 ENDORSEMENT #3

This endorsement, effective 12:01 am       May 5, 2000           forms a part of
policy number 280-69-48
issued to STV GROUP, INCORPORATED

by   National Union Fire Insurance Company of Pittsburgh, Pa.

                       PENNSYLVANIA AMENDATORY ENDORSEMENT

Wherever used in this endorsement:

"we", "us",  "our",  and "Insurer" mean the insurance  company which issued this
policy,  "you", "your",  "named Insured",  "First Named insured",  and "Insured"
mean the Named Corporation, Named Organization, Named Sponsor, Named Insured, or
Insured stated in the Declarations  Page; and "Other Insured(s)" means all other
persons or entities afforded coverage under the policy.

CANCELLATION/NONRENEWAL
-----------------------

The cancellation provision of this policy is amended as follows:

     Cancelling a policy midterm is prohibited except if:

     1)   A condition material to insurability has changed substantially;

     2)   Decrease or loss of reinsurance has occurred;

     3)   Material misrepresentation by the Insured or Other Insured(s);

     4)   Policy was obtained through fraud;

     5)   The Insured has failed to pay a premium when due;

     6)   The Insured has requested cancellation;

     7)   Material failure to comply with terms;

     8)   Other reasons that the commissioner may approve.

NOTICE REQUIREMENTS FOR MIDTERM CANCELLATION AND NONRENEWAL
-----------------------------------------------------------

Notice shall be mailed by registered or first class mail by the Insurer directly
to the named  Insured. Written  notice will be  forwarded  directly to the named
Insured at least sixty (60) days in advance of the  termination  date unless one
or more of the following exists:

     1)   The Insured have made a material  misrepresentation  which affects the
          insurability of the risk, in which case the prescribed  written notice
          of  cancellation  shall be forwarded  directly to the named Insured at
          least  fifteen  (15)  days  in  advance  of  the  effective   date  of
          termination.


<PAGE>

                           ENDORSEMENT # 3 (Continued)

This endorsement, effective 12:01 am        May 5, 2000          forms a part of
policy number 280-69-48
issued to   STV GROUP, INCORPORATED

by   National Union fire Insurance Company of Pittsburgh, Pa.

     2)   The Insured has failed to pay a premium when due,  whether the premium
          is payable directly to the Insurer or its agents or indirectly under a
          premium  finance  plan or  extension  of  credit,  in  which  case the
          prescribed  written notice of cancellation shall be forwarded directly
          to the Named  Insured  at least  fifteen  (15) days in  advance of the
          effective date of termination.

     3)   The policy was cancelled by the named  Insured,  in which case written
          notice of  cancellation  shall not be required and  coverage  shall be
          terminated  on the date  requested  by the  Insured.  Nothing in these
          three  sections  shall  restrict  the  Insurer's  right to  rescind an
          insurance policy ab initio upon discovery that the policy was obtained
          through  fraudulent  statements,  omissions  or  concealment  of  fact
          material to the acceptance of the risk or to the hazard assumed by the
          Insurer.

The notice  shall be clearly  labeled  "Notice  of  Cancellation"  or "Notice of
Nonrenewal".  A  midterm  cancellation  or  nonrenewal  notice  shall  state the
specific reasons for the cancellation or nonrenewal.  The reasons shall identity
the  condition  or loss  experience  which  caused the midterm  cancellation  or
nonrenewal.  The notice shall  provide  sufficient  information  or data for the
Insured to correct the deficiency.

A midterm  cancellation or nonrenewal  notice shall state that, at the Insured's
request,  the Insurer shall provide loss information to the Insured for at least
three years or the period of time during which the Insurer has provided coverage
to the Insured, whichever is less. Loss information on the Insured shall consist
of the following:

     1)   Information  on  closed  claims,  including  date and  description  or
          occurrence, and any amount of payments, if any;

     2)   Information  on  open  claims,   including  date  and  description  of
          occurrence,  amount of payment,  if any,  and amount of  reserves,  if
          any;

     3)   The Insured's written request for loss information must be made within
          ten (10) days of the Insured's receipt of the midterm  cancellation or
          nonrenewal  notice.  The Insurer  shall have thirty (30) days from the
          date of  receipt of the  Insured's  written  request  to  provide  the
          requested information;


<PAGE>
                           ENDORSEMENT # 3 (Continued)

This endorsement, effective 12:01 am          May 5, 2000        forms a part of
policy number 280-69-48
issued to STV GROUP, INCORPORATED

by  National Union Fire Insurance Company of Pittsburgh, Pa.

NOTICE OF INCREASE IN PREMIUM
-----------------------------

The  Insurer  shall  provide  not less than sixty (60) days  notice of intent to
increase  the  Insured's  renewal  premium  with  thirty  (30) days notice of an
estimate of the renewal premium.  The notice of renewal premium increase will be
mailed or delivered to the Insured's last known address. If notice is mailed, it
will be by registered or first-class mail.

RETURN OF UNEARNED PREMIUM
--------------------------

Cancellation  Initiated  by Insurer - Unearned  premium  must be returned to the
Insured  not later  than ten (10)  business  days  after the  effective  date of
termination.

Cancellation  Initiated  by Insured - Unearned  premium  must be returned to the
Insured not later than thirty (30) days after the effective date of termination.

ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS REMAIN UNCHANGED,


                                                    /s/  Paul L. Schiavone
                                              ----------------------------------
                                                   AUTHORIZED REPRESENTATIVE
<PAGE>

                                 ENDORSEMENT # 4

This endorsement, effective 12:01 am        May 5, 2000          forms a part of
policy number 280-69-48
issued to STV GROUP, INCORPORATED

by         National Union Fire Insurance Company of Pittsburgh, Pa.

                             ARCHITECT OR ENGINEER E&O EXCLUSION

In consideration of the premium charged, it is hereby understood and agreed that
the insurer shall not be liable to make any payment for Loss in connection  with
any Claim(s) made against any Insured(s) alleging, arising out of, based upon or
attributable  to  the  performance  of or  failure  to  perform  services  as an
architect or engineer, or any act, error or omission related thereto.

ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS REMAIN UNCHANGED.



                                                    /s/  Paul L. Schiavone
                                              ----------------------------------
                                                   AUTHORIZED REPRESENTATIVE

<PAGE>

                                 ENDORSEMENT # 5

This endorsement, effective 12:01 am      May 5, 2000            forms a part of
policy number 280-69-48
issued to  STV GROUP, INCORPORATED

by         National Union Fire Insurance Company of Pittsburgh, Pa.

                           P&P Dates for Excess Limits

In consideration of the premium charged, it is hereby understood and agreed that
Clause 4, EXCLUSION (e) of the form 70320is deleted in its entirety and replaced
by the following:

     (e)  alleging, arising out of, based upon or attributable to any pending or
          prior  litigation  as of May 05, 1992 or alleging or derived  from the
          same or essentially the same facts as alleged in such pending or prior
          litigation.

It is further  understood and agreed that with respect to the Limit of Liability
$1,000,000 excess of $3,000,000,  exclusion 4(e) is amended to indicate that the
Insurer shall not be liable to make any payment for Loss in connection  with any
claim or claims made against the  Directors and Officers  alleging,  arising out
of, based upon or attributable  to any pending or prior  litigation as of August
19, 1992 or alleging or derived from the same or  essentially  the same facts as
alleged in such pending or prior litigation.

It is further  understood and agreed that with respect to the Limit of Liability
$2,000,000 excess of $4,000.000;  exclusion 4(e) is amended to indicate that the
Insurer shall not be liable to make any payment for Loss in connection  with any
claim or claims made against the  Directors and Officers  alleging,  arising out
of, based upon or attributable to any pending or prior  litigation as of May 05,
1994 or  alleging  or  derived  from the same or  essentially  the same facts as
alleged in such pending or prior litigation

ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS REMAIN UNCHANGED



                                                    /s/  Paul L. Schiavone
                                              ----------------------------------
                                                   AUTHORIZED REPRESENTATIVE