# AON

be resolved in the manner most consistent with the relevant provisions, stipulations, exclusions and conditions (without regard to the authorship of the language, without any presumption or arbitrary interpretation or construction in favour of either the Insured or the Company or reference to the “reasonable expectations” of either thereof or to contra proferentum and without reference to parol or other extrinsic evidence).

Notwithstanding Condition 6 Restrictive as Underlying and Quota Share Condition, if any or all Underlying Policy(ies) do not pay or indemnify for punitive damages, then a separate per Occurrence, Claim or Loss “Punitive Damages Retention” will apply to such punitive damages and the Company will only pay or indemnify for those punitive damages that are in excess of the Punitive Damages Retention subject to the applicable limit(s) of this Policy, or the remaining limit(s) of this Policy where applicable limit(s) have been eroded by payment of a covered Occurrence, Claim or Loss. The Punitive Damages Retention applicable to each Occurrence, Claim or Loss shall be equal to the limit remaining in the Underlying Policy(ies) without regard to whether such Underlying Policy(ies) cover punitive damages.

Insofar as the substantive internal law of New York is inapplicable as provided herein or otherwise, and as respects arbitration procedure, the internal laws of England and Wales apply.

## Arbitration

It is hereby agreed that any dispute, controversy or claim arising out of or relating to this Policy or to the breach, cancellation, termination or validity of this Policy shall be finally and fully determined in London, England under the provisions of the Arbitration Act of 1996 ("Act") and/or any statutory modifications or amendments thereto, for the time being in force, by a Board composed of three arbitrators to be selected for each controversy as follows:

Any party may, in the event of such a dispute, controversy or claim, notify the other party or parties to such dispute, controversy or claim of its desire to arbitrate the matter, and at the time of such notification the party desiring arbitration shall notify any other party or parties of the name of the arbitrator selected by it. The other party or parties who has been so notified shall within thirty (30) calendar days thereafter select an arbitrator and notify the party desiring arbitration of the name of such second arbitrator. If the party or parties notified of a desire for arbitration shall fail or refuse to nominate the second arbitrator within thirty (30) calendar days following the receipt of such notification, the party who first served notice of a desire to arbitrate will, within an additional period of thirty (30) calendar days, apply to a judge of the High Court of Justice of England and Wales for the appointment of a second arbitrator and in such a case the arbitrator appointed by such a judge shall be deemed to have been nominated by the party or parties who failed to select the second arbitrator. The two arbitrators, chosen as above provided, shall within thirty (30) calendar days after the appointment of the second arbitrator choose a third arbitrator. In the event of the failure of the first two arbitrators to agree on a third arbitrator within said thirty (30) calendar day period, either of the parties may within a period of thirty (30) calendar days thereafter, after notice to the other party or parties, apply to a judge of the High Court of Justice of England and Wales for the appointment of a third arbitrator and in such case the person so appointed shall be deemed and shall act as the third arbitrator. Upon acceptance of the appointment by said third arbitrator, the Board of Arbitration for the controversy in question shall be deemed fixed.