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Exhibit 10.3
INSURANCE ASSISTANCE
AGREEMENT
THIS INSURANCE ASSISTANCE
AGREEMENT, dated as of December 31, 2001
(“Agreement”), by and between USX Corporation, a
Delaware corporation, to be renamed “Marathon Oil
Corporation” (“USX”), and United States Steel
LLC, a Delaware limited liability company and wholly owned
subsidiary of USX, to be renamed “United States Steel
Corporation” (“SteelCo”).
WITNESSETH:
WHEREAS, this Agreement is
made pursuant to and as a condition of the Agreement and Plan of
Reorganization, dated as of July 31, 2001 (“Separation
Agreement”), by and between USX and SteelCo, pursuant to
which the respective businesses of the Marathon Group of USX and
the U.S. Steel Group of USX are being separated into two
independent companies by merging USX Merger Corporation, a Delaware
corporation and a wholly owned subsidiary of USX (“Merger
Sub”), with and into USX, subject to the terms and conditions
thereof, and pursuant to Section 251 of the DGCL (the
“Separation Merger”), with USX continuing as the
surviving corporation, so that immediately following the Separation
Effective Time, SteelCo shall own and operate the business of the
U.S. Steel Group and shall be wholly owned by the holders of the
then outstanding shares of USX-U.S. Steel Group Common Stock , and
the business of the Marathon Group shall be owned and operated by
USX, which shall be a separate and independent entity from SteelCo
and shall be wholly owned by the holders of the then outstanding
shares of USX- Marathon Group Common Stock (the
“Separation”);
WHEREAS, prior to the date
hereof, USX implemented a holding company structure by merging the
then existing USX Corporation, a Delaware corporation (“Old
USX”), with and into SteelCo, with SteelCo continuing as the
surviving entity and a wholly owned subsidiary of USX (the
“HoldCo Merger”), so that immediately following the
effective time of the HoldCo Merger, USX became a holding company
that owns all of the outstanding equity of Marathon Oil Company
(“Marathon”) (which owns and operates the business of
the Marathon Group) and of SteelCo (which owns and operates the
business of the U. S. Steel Group);
WHEREAS, prior to the time of
the HoldCo Merger, the Marathon Group and the U.S. Steel Group
maintained independent property and business interruption insurance
policies. Other types of insurance, such as general liability,
employer’s liability, aircraft liability, automobile
liability, workers’ compensation and executive risk, were
purchased and held by Old USX, for the benefit of Old USX and all
of its Subsidiaries;
WHEREAS, following the HoldCo
Merger, separate policies of insurance for certain general
liability, employer’s liability, automobile liability,
workers’ compensation, boiler and machinery, and aircraft
seat accident were issued to cover (i) USX, Marathon and its
Subsidiaries, on the one hand, and (ii) SteelCo and it
Subsidiaries, on the other hand. The remaining policies of
insurance held by Old USX were maintained for the benefit of USX
and its Subsidiaries; and
WHEREAS, the parties desire
to enter into this Agreement to set forth the parties’
understanding with respect to their respective responsibilities and
rights with respect to various insurance policies and claims
associated therewith, both prior to and after the
Separation.
NOW, THEREFORE, in
furtherance of the foregoing and in consideration of the mutual
promises and undertakings contained herein and in any other
document executed in connection with this Agreement, the parties
agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1 General. Unless
otherwise defined herein, capitalized terms used herein shall have
their respective meanings as defined in the Separation
Agreement.
Section 1.2 Other Definitional
Provisions.
(a) The words “hereof”,
“herein”, “hereunder” and words of similar
import, when used in this Agreement, shall refer to this Agreement
as a whole and not to any particular provision of this
Agreement.
(b) The terms defined in the singular
shall have a comparable meaning when used in the plural, and vice
versa.
(c) The terms “dollars” and
“$” shall mean United States dollars.
ARTICLE II
PRE-SEPARATION
INSURANCE
Section 2.1 Insurance for
Pre-HoldCo Merger Periods. Prior to the effective time of the
HoldCo Merger, USX purchased certain policies of insurance to cover
USX and its Subsidiaries, which included, without limitation,
workers compensation and general liability fronting insurance. (The
workers compensation and general liability fronting insurance are
collectively referred to herein as the “Fronting
Insurance”). From and after the effective time of the HoldCo
Merger, the rights, liability and responsibility for insurance
claims, retroactive reimbursements, uninsured retentions, and
deductibles under the Fronting Insurance shall be as
follows.
(a) USX shall have all rights in and to
all claims, and shall be solely liable for the payment of any
retroactive reimbursements, uninsured retentions and deductibles
relating to the Fronting Insurance arising out of or relating to
events or conditions occurring prior to the effective time of the
HoldCo Merger and associated exclusively with the business of the
Marathon Group.
(b) SteelCo shall have all rights in and
to all claims, and shall be solely liable for the payment of any
retroactive reimbursements, uninsured retentions and deductibles,
relating to the Fronting Insurance arising out of or relating to
events or conditions occurring prior to the effective time of the
HoldCo Merger and associated exclusively with the business of the
U.S. Steel Group.
(c) USX shall be entitled to 65%, and
SteelCo shall be entitled to 35%, of all rights in and to all
claims, and shall be liable for the payment of any retroactive
reimbursements, uninsured retentions and deductibles on this same
percentage basis, relating to the Fronting Insurance arising out of
or relating to events or conditions occurring prior to the
effective time of the HoldCo Merger and not related exclusively to
either Group, including
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however, without limitation, pre-HoldCo
Merger claims associated with Old USX’s corporate assets,
directors, officers and employees.
(d) Policy limits under each of the
Fronting Insurance associated with claims arising out of or
relating to events or conditions occurring prior to the effective
time of the HoldCo Merger shall be applied on a first-come,
first-served basis. Neither party shall be liable to the other in
the event policy limits under any of the Fronting Insurance has
been exhausted. USX and SteelCo shall not take any action
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