REVISED SEPTEMBER 24, 2002


               IN THE UNITED STATES COURT OF APPEALS

                       FOR THE FIFTH CIRCUIT

                       _____________________

                            No. 01-30640
                       _____________________


     CORY DALTON COCHRAN

                     Plaintiff - Appellant
          v.

     B J SERVICES CO USA; ET AL

                     Defendants

     DRILLMARK CONSULTING INC

                     Defendant - Appellant

     NABORS DRILLING USA INC

                     Defendant-Intervenor Plaintiff - Appellant
          v.

     MID-CONTINENT GROUP

                    Defendant - Appellee
_________________________________________________________________

          Appeals from the United States District Court
              for the Western District of Louisiana
_________________________________________________________________
                         August 16, 2002

Before KING, Chief Judge, and HIGGINBOTHAM and EMILIO M. GARZA,
Circuit Judges.

KING, Chief Judge:

     Plaintiff-Appellant Cory Cochran sought recovery on his

personal injury negligence suit under an insurance policy issued
to Defendant-Appellant Drillmark Consulting, Inc. by Defendant-

Appellee Mid-Continent Group.    Cochran appeals the district

court's summary judgment in favor of the insurance company.     For

the following reasons, we REVERSE and REMAND.

                I.    FACTUAL AND PROCEDURAL HISTORY

     Defendant-Appellant Drillmark Consulting, Inc.

("Drillmark"), Defendant-Appellant Nabors Drilling USA, Inc.

("Nabors"), and Defendant B.J. Services Co. U.S.A. ("B.J.

Services") all contracted with Union Pacific Resources Company

("UPR") to perform various functions on an oil drilling

operation.   Defendant-Appellee Mid-Continent Group ("Mid-

Continent") contracted with Drillmark to provide insurance for

some of Drillmark’s obligations arising from the UPR drilling

operation.   Drillmark contracted with UPR to supervise the UPR

site overall and to report back to UPR regarding the work of

other contractors.    Drillmark assigned Roy Springfield to be the

overall supervisor on the UPR site.    In the vernacular of

drilling operations, Springfield was the “company man.”

     On July 5, 1997, Plaintiff-Appellant, Cory Cochran, a

derrick hand employed by Nabors, was injured while removing a

cement head owned by B.J. Services from the head’s casing on top

of the drilling rig.    Cochran filed a personal injury suit

alleging negligence against, inter alia, B.J. Services, Nabors,

UPR, and Drillmark.    Drillmark supervisor Springfield was not



                                  2
present at the scene of Cochran's accident with the cement head.

Cochran alleged that Springfield's absence constituted a failure

to supervise by Drillmark that caused Cochran's injury.

     Cochran later added Mid-Continent as a defendant, seeking

recovery from the insurer pursuant to the insurance contract

between Mid-Continent and Drillmark, which contract provided for

defense and indemnification of Drillmark by Mid-Continent for any

covered obligations.1   Mid-Continent denied Drillmark coverage

for obligations arising from Cochran’s suit based on a provision

within the Mid-Continent-Drillmark policy that excludes coverage

for any obligations arising due to Drillmark furnishing

“professional services” on the UPR operation.   On June 19, 2000,

     1
        UPR, Drillmark, and Mid-Continent were added as
defendants in amended complaints. A Mid-Continent subsidiary,
Mid-Continent Casualty Company, was the Mid-Continent entity
originally added as a defendant.
     The parties are not clear as to whether only indemnification
or also defense is the subject of this appeal. Cochran's amended
complaint naming Drillmark as a defendant appears to pray for
both indemnification and defense by requesting "all damages to
which [Cochran] is entitled to receive ... from the date of
judicial demand and for all costs of these proceedings .... and
for all general and equitable relief." The insurance policy
issued by Mid-Continent entitles insured Drillmark to "those sums
that the insured becomes legally obligated to pay as damages
because of 'bodily injury'" and provides for Mid-Continent's
"right and duty to defend the insured against any 'suit' seeking
those damages." Mid-Continent asserts that defense is not a
subject of this appeal, only indemnification, and that Mid-
Continent is already providing defense. The record on appeal and
the district court's decision fail to clarify this point.
Because the only issue we determine on appeal is that the
exclusion at issue here does not, as a matter of law, apply to
exclude coverage by Mid-Continent in this case, any issue with
respect to the duty to defend is not material to our
determination on appeal.

                                 3
Mid-Continent moved for summary judgment claiming no liability

under the policy it issued to Drillmark.         On August 9, 2000,

based on the district court’s finding that the professional

services exclusion applied to Drillmark’s alleged failure to

supervise removal of the cement head, the district court granted

summary judgment in favor of insurer Mid-Continent.         Cochran,

Nabors, and Drillmark (collectively, the "Appellants") timely

appeal that summary judgment.2

                           II. STANDARD OF REVIEW

        This court reviews summary judgment de novo, applying the

same standards as the district court.          Chaney v. New Orleans Pub.

Facility Mgmt., Inc., 

, 167 (5th Cir. 1999).         Summary

judgment is appropriate when there is no genuine issue as to any

material fact, and the moving party is entitled to judgment as a

matter of law.        FED. R. CIV. P. 56(c).

III.        MID-CONTINENT'S OBLIGATION TO PROVIDE COVERAGE TO DRILLMARK

        The district court applied Louisiana law to hold that the

professional services exclusion provision in the Mid-Continent-

Drillmark insurance contract released Mid-Continent from any

insurance liability arising from Cochran’s suit as a matter of

law.3       In deciding cases governed by state law, we are bound by


        2
                B.J. Services does not appeal the summary judgment.
        3
        Defendant-Appellant Drillmark argues in the alternative
that the district court erred in applying Louisiana law and that
Texas law governs this case so that, under Texas law, Mid-

                                      4
applicable decisions of the state's highest court.     See, e.g.,

Gaia Techs. Inc. v. Recycled Prods. Corp., 

, 375 n.11

(5th Cir. 1999) (citation omitted).   The Louisiana Supreme Court

has yet to interpret the scope of the precise type of

professional services exclusion provision implicated in this case

in like circumstances.   In the absence of a decision on point by

the Louisiana Supreme Court, we must ascertain how that court

would rule if faced with the interpretation of the scope of the

Mid-Continent-Drillmark provision.    See 

that

task, we may look for guidance from decisions by Louisiana

intermediate appellate courts, see 

by federal

courts applying Louisiana law.   See State Farm Mut. Auto. Ins.

Co. v. Coviello, 

, 713 (3d Cir. 2000) (citation

omitted); Meridian Mut. Ins. Co. v. Kellman, 

, 1181

(6th Cir. 1999) (citation omitted).

     The professional services exclusion provision within the

Mid-Continent-Drillmark insurance contract reads in relevant

part:




Continent owes coverage to Drillmark. Drillmark makes this
argument for the first time on appeal, and thus we are entitled
to disregard it on that ground alone. See, e.g., Employers Ins.
of Wausau v. Occidental Petroleum Corp., 

, 1430 n.8
(5th Cir. 1993) (A “party has an obligation to call the
applicability of another [forum’s] law to the court’s attention
in time to be properly considered.”) (quotation omitted).
Moreover, because we agree with Drillmark's asserted
interpretation of its contract with Mid-Continent under Louisiana
law, we find it unnecessary to address this argument.

                                 5
     EXCLUSION - ENGINEERS, ARCHITECTS OR SURVEYORS
     PROFESSIONAL LIABILITY .... This insurance does not
     apply to "bodily injury", "property damage" ... arising
     out of the rendering of or failure to render any
     professional services by [Drillmark] or any engineer,
     architect or surveyor who is either employed by
     [Drillmark] or performing work on [Drillmark's] behalf
     in such capacity. Professional services include: 1.
     The preparing, approving, or failure to prepare or
     approve maps, shop drawings, opinions, reports,
     surveys, field orders, change orders or drawings and
     specifications; and 2. Supervisory, inspection,
     architectural, or engineering activities.

(emphasis added).   As one Louisiana appellate court recently

reiterated, such exclusion provisions are common to so-called

commercial or comprehensive general liability insurance contracts

(known as "CGL" insurance) such as the contract between Mid-

Continent and Drillmark.   See Smith v. Travelers Prop. Cas.,

35,695 (La. App. 2 Cir. 2/27/02), 

, 1101.     Such

provisions reflect the fact that insured professionals, such as

engineers, on drilling operations for example, ordinarily carry

special insurance separate from the CGL policy to cover

obligations arising from the rendering of professional services.

See 

v. Berman, 95-1456 (La. 2/28/96), 

).

     As the Appellants correctly point out, the district court

erred by stating that courts applying Louisiana law construe

these exclusion provisions "broadly."   Rather, it is well-settled

Louisiana law that all insurance contract exclusion provisions

are construed "'strictly ... against the insurer, and any



                                 6
ambiguity is construed in favor of the insured.'"       

(quoting Ledbetter v. Concord Gen. Corp., 95-0809 (La. 1/6/96),

, 1169) (internal citation omitted).      "However, the

rule of strict construction does not authorize a perversion of

language, or the exercise of inventive powers for the purpose of

creating an ambiguity where none exists."       

-01

(quoting 

) (internal quotation and

citation omitted).    It is also well-settled Louisiana law that

the insurance provider has the burden of proving that an

exclusion unambiguously applies.       See, e.g., Arnette v. NPC

Servs., Inc., 2000-1776 (La. App. 1 Cir. 2/15/02), 

,

802 (citing Gaylord Chem. Corp. v. ProPump, Inc., 98-2367 (La.

App. 1 Cir. 2/18/00), 

, 352).      Moreover, "[s]ummary

judgment declaring a lack of coverage under an insurance policy

may not be rendered unless there is no reasonable interpretation

of the policy, when applied to the undisputed material facts

shown by the evidence supporting the motion, under which coverage

could be afforded."    

(citing Reynolds v.

Select Props., Ltd., 93-1480 (La. 4/11/94), 

).

Consequently, contrary to the district court’s portrayal,

Louisiana law places a heavy burden on Mid-Continent when that

insurer seeks to exclude insureds from coverage via the type of

professional services provision at issue in this case, especially

on motion for summary judgment.



                                   7
     This court has at least twice interpreted the scope of

professional service exclusion provisions in insurance contracts,

which provisions were materially indistinguishable from the Mid-

Continent-Drillmark provision, with contrasting results.     See

Natural Gas Pipeline Co. of Am. v. Odom Offshore Surveys, Inc.,

, 636 (5th Cir. 1989) (finding in favor of an

insurance company under Louisiana law that a professional

services exclusion provision excluded coverage for obligations

arising due to allegedly negligent anchor placement by a surveyor

on a pipeline operation); Thermo Terratech v. GDC Enviro-

Solutions, Inc., 

, 337 (5th Cir. 2001) (finding in

favor of insureds under Louisiana law that a professional

services exclusion provision did not exclude coverage for

obligations arising due to allegedly negligent removal of a part

within a hazardous waste incinerator by the employee of an

incinerator design contractor).   The district court in this case

relied upon our decision in Odom to interpret the meaning of the

term "supervisory" -- as it appears in the Mid-Continent-

Drillmark exclusion provision -- to include the allegedly

negligent action by Drillmark that gave rise to Cochran's suit,

specifically failure to supervise removal of the cement head.

The district court thus concluded that the provision excluded

coverage for any failure by Drillmark to supervise cement head

removal.   Close examination of Odom, along with our more recent

decision in Thermo Terratech, however, indicates that the

                                  8
district court's interpretation of the scope of the instant

exclusion provision is flawed.

      In Odom, an insured surveyor contractor was hired to survey

a pipeline project and to guide a dive vessel during anchoring

.   After an anchor injured the

pipeline, the surveyor contractor was sued for negligence.      

CGL insurance policy included the following

professional services exclusion provision, which provision is

analogous to the Mid-Continent-Drillmark provision:

      This insurance does not apply: ... if the insured is an
      architect, engineer or surveyor, to bodily injury or
      property damage arising out of professional services
      performed by such insured, including ... the
      preparation or approval of maps, drawings, opinions,
      reports, surveys, change orders, designs, or
      specifications, and ... supervisory, inspection, or
      engineering services.

  We rejected an argument that the employees

responsible for negligent anchor placement were merely

navigating, but not surveying, at the time of the accident.      See

credited testimony that the acts performed were

"generally recognized as surveying services."    

   We

also credited testimony relied upon by the district court in that

case that the employees of the contractor required training as a

surveyor to operate the necessary equipment and to perform the

allegedly negligent anchor placement tasks.     See 

we further cited to a definition of professional

services first set forth by a Louisiana intermediate appellate


                                  9
court in Aker v. Sabatier, 

, 97 (La. Ct. App. 1967).

See 

.   That definition from Aker states that

"'[p]rofessional services, in its usual connotation, means

services performed by one in the ordinary course of the practice

of his profession, on behalf of another, pursuant to some

agreement, express or implied, and for which it could reasonably

be expected some compensation would be due.'"    

200 So.2d at 97).   Relying on that Aker definition, we

interpreted Louisiana law in Odom to require a court to look to

the nature of the particular service allegedly negligently

provided (or not provided) to determine whether that service was

recognized as a professional service of the type included within

the category of professional services that the contractor agreed

to provide.   

.   We also relied on a finding by

the district court that the surveyor had contracted "to provide

both the survey of the ocean floor and the interpretation and

translation of that information into correct anchor placements."

therefore, that the contractor's failure in anchor

placement "easily fall[s] within the 'professional services'

category" of services required under its contract.    

We thus concluded that the provision at issue excluded coverage

for any suit arising from a failure to properly place the anchor.

See 

in our more recent decision Thermo Terratech,

we interpreted a professional services exclusion provision in a

                                10
CGL policy, which provision likewise is materially

indistinguishable from the Mid-Continent-Drillmark provision, to

find that the provision did not exclude coverage by the insurer.

.       In so doing, we distinguished Odom in a

manner that is instructive in this case.         See 

Terratech, an insurer issued a CGL insurance policy to a

hazardous incineration job operator.         

    The

incineration job operator hired a contractor to "design, develop,

manufacture, and deliver" a portable incinerator to an

incineration plant.      

    An employee of the design

contractor, an engineer, was assigned to the plant as a "lead

operator[]," and his "primary duty ... was to train the employees

of [the incineration job operator] to operate the incinerator."

request of the incineration job operator, the design

contractor employee "disrupted power to the control panel" of the

incinerator to facilitate removal of a speed control driver for

repair.   

   By doing so, the employee "thereby

disconnect[ed some] recirculat[ion] pumps."            

in the

incinerator "ensued shortly after the power to the control panel

was disconnected."      

filed against the design contractor to recover

amounts paid in settlement due to the fire based on the allegedly

negligent removal of the driver.         

   The design

contractor prevailed, and the suit for repayment of fire damages



                                    11
was dismissed.4   The design contractor then filed suit against

the incineration job operator to recover attorney fees and costs

incurred in defending the claims.    

  As a threshold

matter, we determined that the CGL policy held by the incinerator

operator in Thermo Terratech, which provided for indemnification

and defense to the incinerator operator for obligations arising

from the incineration operation, extended to cover obligations

owed by the design contractor as well.     See 

     The CGL insurer in Thermo Terratech claimed, however, that

the professional services exclusion provision in the CGL policy

in that case excluded coverage for obligations arising due to the

removal of the incinerator driver.   

provision




     4
        A district court's finding that the incineration job
operator party to Thermo Terratech owed indemnification to the
design contractor for amounts paid due to the fire, pursuant to
their design and sales contract, was affirmed on appeal in a
separate action in which a third party sought reimbursement for
settlement amounts paid. 

.
     5
        We based that finding on a provision in the Thermo
Terratech CGL insurance policy that provided for coverage for
obligations owing due to incidental contracts of the incineration
job operator, the holder of the insurance policy. We determined
that the contract between the incineration job operator and the
design contractor qualified as such an incidental contract so
that coverage was owed due to obligations arising from acts of
employees of the design contractor. See Thermo 

. Although in the instant case, Drillmark -- as the
party accused of negligence and thus the party situated similarly
to the design contractor in Thermo Terratech -- is the direct
holder of the CGL policy, we find this difference between the
circumstances of Thermo Terratech and the instant case to be of
no material consequence to our determination.

                                12
in Thermo Terratech, which is materially indistinguishable from

the Mid-Continent-Drillmark provision, reads in relevant part:

     It is agreed that the insurance does not apply to
     bodily injury or property damage arising out of the
     rendering of or the failure to render any professional
     services by or for the name insured, including ....
     supervisory, inspection or engineering services.

n.8.

     In reversing summary judgment that was granted in favor of

the insurer, we noted that under Louisiana law, where an

insurance exclusion is susceptible to more than one reasonable

interpretation, a court "must adopt the interpretation that

provides coverage to the insured."     

(citing Talley

v. Blue Cross Blue Shield of La., 99-1974 (La. App. 3 Cir.

5/3/00), 

, 1195).    We further cited to the same

Aker definition of professional services relied upon by the

district court in this case.     See 

(quoting 

) (internal quotation and citation omitted).    We

then reiterated the test we outlined in Odom that was developed

by Louisiana appellate courts for interpretation of the scope of

professional service exclusion provisions such as the Mid-

Continent-Drillmark provision:

     To determine whether services are professional in
     nature, we look: [t]o the character of the services
     performed, such as whether special knowledge and
     technical expertise are required, rather than the title
     or character of the party performing the services.
     Acts which could have been done by an unskilled or
     untrained employee are not subject to a professional
     services exclusion. Professional services involve


                                  13
      discretion acquired by special training and the
      exercise of special judgment.

(internal quotation and citations omitted) (citing Am.

Cas. Co. v. Hartford Ins. Co., 

, 579 (La. Ct. App.

1985), which decision in turn notes that the test was first set

forth in D’Antoni v. Sara Mayo Hosp., 

, 646 (La. Ct.

App. 1962)).   We interpreted this test, along with the Aker

definition, to require that "for the Professional Liability

exclusion to apply [in Thermo Terratech], the fire and resulting

property damage must have arisen from [the negligent employee's]

rendering, or his failure to render, an engineering service."

noted that it was "undisputed" in Thermo Terratech

"that [some] of the [incineration job operator employees], none

of whom were professional engineers, had been trained ... to

assess the incinerator logs and control panel prior to

disconnecting power to the system" so that "several non-engineer

employees had the training necessary to remove the damaged

driver."   

336.   We found, therefore, that although

"the actions taken by [the allegedly negligent design contractor

employee] could not have been performed by an individual not

trained to operate the incinerator[,] ... [such] actions ...

could have been performed by individuals who had neither

engineering training, nor the ability to exercise special

judgment unique to the field of engineering."    

.   We

                                 14
thus concluded in Thermo Terratech "that the actions taken by

[the design contractor employee] were not engineering services

and, therefore, fall outside the scope of the Professional

Liability exclusion contained in the CGL policy."    

     In so concluding in Thermo Terratech, we distinguished Odom

on its facts, noting that "there was a substantial amount of

evidence [in Odom] to show that the services being performed,"

specifically anchor placement, "were of the type 'generally

recognized as surveying,'" thus constituting professional

services for the purpose of the exclusion.    

(quoting

).   We then contrasted the circumstance of

Thermo Terratech, reasoning that the "facts show that the actions

taken" in Thermo Terratech "were not required to satisfy the

engineering portion of the [contract] as, at the time the actions

were taken, [the employee] was not in the process of designing,

developing, or otherwise acting within the course of the practice

of his engineering profession on behalf of [the allegedly

negligent contractor]."   

found that the

exclusion did not apply and found in favor of the insured.     

of contradictory authority from the Louisiana

Supreme Court, we reaffirm our reading of Louisiana law in Odom

and Thermo Terratech indicating that when an allegedly negligent

service performed by a contractor is not of the type recognized

as requiring professional expertise or skill, the type of

                                 15
professional services exclusion provision at issue in the instant

case will not operate to exclude coverage under a CGL policy for

obligations arising from an insured contractor's performance (or

non-performance) of that particular service.   We further note

that, contrary to the parties' assertions, although such

information is relevant to this determination, the title or trade

of the insured contractor or its employees, or the contractor's

overall job description, is not the determinative factor in this

inquiry.   Rather, it is the nature of the particular service

allegedly negligently performed (or not performed), and whether

that service is recognized as requiring specialized training or

expertise, that determines whether a professional services

exclusion in a CGL policy applies under Louisiana law.     See 

see also 

(relying on Odom

to reverse summary judgment to find in favor of an insurer that a

professional services exclusion, which enumerated "consulting

forester" as one of the excluded professional services, excluded

coverage for losses from "identif[ication of] property lines"

because that function was "essential" to the contractor

consulting forester’s business and required specialized training

and tools); Harbor Ins. Co. v. Omni Constr., Inc., 

,

1523-25 (D.C. Cir. 1990) (relying on Odom and noting that an

exclusion provision nearly identical to the Mid-Continent-

Drillmark provision "clearly refers to the nature of the service



                                16
provided, not to the nature of the service provider") (emphasis

added).

     We find the instant circumstance is more analogous to that

of Thermo Terratech than of Odom.     Thus, as in Thermo Terratech,

we find in favor of the insured Drillmark that the instant

professional services exclusion provision does not release Mid-

Continent as a matter of law from covering Drillmark's

obligations arising from Cochran's suit.    Although Drillmark is

described as a consulting engineering firm by trade in its

insurance contract with Mid-Continent, the parties do not dispute

that Drillmark was not hired in its capacity as an engineering

firm per se on the UPR drilling operation to, for example, design

or approve design of any portion of the operation.    Rather, it is

undisputed that Drillmark contracted with UPR to be the overall

supervisor of "company operated drilling, completion and workover

activities" and was charged only with monitoring the progress of

other contractors and reporting back to UPR.    As we have

previously noted and as the testimony reflects, Springfield was

the "company man"6 on the UPR site.    Springfield, whose absence

at the accident Cochran alleges resulted in a failure to

supervise causing Cochran's injury, further testified that he is

     6
        This court has repeatedly acknowledged the role of
the "well known 'company man'" on drilling operations who
typically "monitor[s] the progress of the work of independent
contractors" and reports back to the principal, such as UPR.
E.g., Zepherin v. Conoco Oil Co., Inc., 

, 213 (5th
Cir. 1989).

                               17
a non-engineer with a high school education.   Additionally, as

the district court noted, undisputed testimony by Drillmark owner

Dennis Kruse and Springfield indicated that it was not

Drillmark's job to provide, and Springfield did not provide, any

instruction, specialized or otherwise, to contractors on how to

accomplish any particular job, including cement head removal.

Thus, in contrast to the contractors in Odom and Thermo

Terratech, Drillmark did not contract to provide any package of

professional services, such as engineering or surveying, to UPR.7

More importantly, as Mid-Continent points out in its brief to

this court, undisputed testimony by Kruse and Springfield further

indicates that removal of a cement head is a routine task that

does not require specialized instructions, and which ordinarily

is performed by a cementing or drilling crew including, for

example, drillers, derrick hands and roughnecks, which are non-

professionals.   It follows that the supervision of (or failure to

supervise) cement head removal likewise does not require

professional engineering expertise or other expertise of a

professional nature.   These undisputed facts lead to the

     7
        Mid-Continent asserts that Springfield's job
description, including such activities as making daily progress
reports, checking mud systems, inspecting equipment, and making
sketches of tools, for example, constituted provision of services
tantamount to professional engineering, albeit non-degreed. Even
assuming without deciding that Mid-Continent is correct, we
nevertheless conclude that the specific service at issue here,
supervision of removal of a cement head, was not specialized or
engineering in nature within the meaning of this exclusion
provision.

                                18
conclusion, in accord with our decisions in Odom and Thermo

Terratech, that any negligent failure by Drillmark's company man

Springfield to supervise removal of the cement head does not

constitute a failure in the rendering of a professional service

by Drillmark within the meaning of the Mid-Continent-Drillmark

exclusion provision.

     We respectfully disagree with the district court's

interpretation of Louisiana law and reliance on this court's

citation to the Aker definition of professional services in Odom

as the basis for that court's conclusion that all supervisory

duties performed (or not performed) by Drillmark on the UPR

drilling operation should qualify as professional services

because the enumeration of excluded services within the exclusion

provision includes the term "supervisory" and because Drillmark

contracted to supervise the UPR site.   Rather, we conclude that

the term "supervisory" within the meaning of the instant

exclusion provision excludes coverage only for obligations

arising due to supervision of a professional nature, thus

applying only to supervision requiring a Drillmark employee's

professional or specialized expertise or skill.   We further note,

were we to interpret the scope of a professional services

exclusion provision in a CGL policy issued to the company man

charged with overall supervision of a drilling operation as did

the district court, and as Mid-Continent urges, such exclusion

provisions would virtually swallow the entirety of insurance

                               19
coverage available to a drilling operation company man under a

CGL.    We decline the invitation to interpret the scope of a

professional services exclusion provision in that manner.    We

thus conclude that Mid-Continent owes coverage to Drillmark as

provided by the terms of their contract, including defense and

indemnification, for all obligations arising from Cochran's

personal injury suit based on alleged failure by Drillmark to

supervise removal of a cement head.

                           IV.   CONCLUSION

       For the foregoing reasons, the district court’s summary

judgment in favor of insurer Mid-Continent is REVERSED.    We

REMAND this case to the district court for further proceedings

consistent with this decision.




                                  20