Exhibit (99.5)
--------------
Directors and Officers (Fourth Excess Liability Policy
PARK INTERNATIONAL LIMITED
A.C.E. INSURANCE COMPANY, LTD.
DIRECTORS AND OFFICERS LIABILITY INSURANCE POLICY
THIS IS A CLAIMS MADE POLICY. Except as otherwise provided herein, this policy
covers only claims first made against the Insureds during the Policy Period.
PLEASE READ THIS POLICY CAREFULLY.
DECLARATIONS
------------
Policy No.: PG-8862-D
Item 1. Insured Company: THE PROCTER & GAMBLE COMPANY/
OFFICERS OF OPERATING UNITS OF
PROCTER & GAMBLE COMPANY
Principal Address: One Procter & Gamble Plaza
Cincinnati, Ohio 45202
U.S.A.
Item 2. Schedule of Underlying Policies:
Insurer Policy Limits Policy
Number Period
------- ------ ------ ------
Primary Policy CODA PG-106C $25M 6/30/98-01
Excess Policies X.L. XLD&O-00364-98 $25M 6/30/98-99
A.C.E. PG-8861D $45M 6/30/98-99
Chubb Atlantic (99)3310-04-49 $50M 6/30/98-99
Uninsured retention under primary insurance: $NIL each Insured Person
each Loss, but in no event exceeding $NIL in the aggregate each Loss
for all Insured Persons and $ N/A each Loss for the Insured Company.
Item 3. Followed Policy: Insurer: CODA
Policy No.: PG-106C
Item 4. Policy Period: From 12:01 A.M. JUNE 30, 1998
To 12:01 A.M. JUNE 30, 1999
Standard Time at the address of the Insured.
Item 5. Aggregate Limit of Liability $5,000,000 U.S. dollars each Policy Year
for all Loss paid on behalf of all Insureds arising from all claims
first made during such Policy Year.
Item 6. One Year Premium: $ Included under Policy PG-8861D
Three Year Premium: $ N/A
(Prepaid)
Discovery Period Premium: 100% of the Policy Period Premium
Item 7. Insurer: A.C.E. Insurance Company, Ltd.
P.O. Box HM 1015
Hamilton, Bermuda HM DX
Telex: 3543 ACEILBA
Telecopy: (809) 295-5221
Countersigned at Hamilton, Bermuda:
Date: August 26, 1998 -------------------------
Authorized Representative
THESE DECLARATIONS, TOGETHER WITH THE COMPLETED AND SIGNED APPLICATION AND THE
POLICY FORM ATTACHED HERETO, CONSTITUTE THE INSURANCE POLICY.
I. INSURING CLAUSE
In consideration of the payment of the premium and in reliance upon all
statements made in the application form including the information furnished in
connection therewith, and subject to all terms, conditions, exclusions and
limitations of this policy, the Insurer agrees to provide insurance coverage to
the Insured Persons and, if applicable, the Insured Company in accordance with
the terms, conditions, exclusions and limitations of the Followed Policy.
II. LIMIT OF LIABILITY
A. It is expressly agreed that liability for any covered Loss
with respect to claims first made in each Policy Year shall
attach to the Insurer only after the insurers of the
Underlying Policies, the Insured Company and/or the Insured
Persons shall have paid, admitted or been held liable to pay
the full amount of the Underlying Limit for such Policy Year.
The Insurer shall then be liable to pay only covered Loss in
excess of such Underlying Limit up to its Aggregate Limit of
Liability as set forth in Item 5 of the Declarations, which
shall be the maximum aggregate liability of the Insurer under
this policy with respect to all claims first made in each
Policy Year against all Insured Persons irrespective of the
time of payment by the Insurer.
B. Multiple claims based upon or arising out of the same,
repeated, interrelated or causally connected Wrongful Acts,
whether made against the same or different Insured Persons,
shall be deemed to be a single claim first made in the
earliest Policy Year in which the first of such multiple
claims is made against any Insured Person; the Aggregate Limit
of Liability shall apply only once to such multiple claims.
C. In the event and only in the event of the reduction or
exhaustion of the Underlying Limit by reason of the insurers
of the Underlying Policies, the Insured Company and/or the
Insured Persons paying, admitting or being held liable to pay
Loss otherwise covered hereunder, this policy shall: (i) in
the event of reduction, pay excess of the reduced Underlying
Limit, and (ii) in the event of exhaustion, continue in force
as primary insurance; provided always that in the latter event
this policy shall only pay excess of the retention applicable
to the primary insurance as set forth in Item 2 of the
Declarations, which retention shall be applied to any
subsequent Loss in the same manner as specified in such
primary insurance.
D. Notwithstanding any of the terms of this policy which might be
construed otherwise, this policy shall drop down only in the
event of reduction or exhaustion of the Underlying Limit and
shall not drop down for any other reason including, but not
limited to, uncollectability (in whole or in part) of any
underlying insurance. The risk of uncollectability of such
underlying insurance (in whole or in part) whether because of
financial impairment or insolvency of an underlying insurer or
for any other reason, is expressly retained by the Insured
Persons and the Insured Company and is not in any way or under
any circumstances insured or assumed by the Insurer.
III. UNDERLYING INSURANCE
A. This policy is subject to the same warranties, terms,
conditions, exclusions and limitations (except as regards the
premium, the amount and limits of liability, the policy period
and except as otherwise provided herein) as are contained in
or as may be added to the Followed Policy.
B. It is a condition of this policy that the Underlying Policies
shall be maintained in full effect with solvent insurers
during the policy period listed in Item 2 of the Declarations
except for any reduction or exhaustion of the aggregate limits
contained therein by reason of Loss paid thereunder (as
provided for in Section II(C) above). Unless the Insurer
otherwise agrees in writing, this policy shall: (i)
immediately and automatically terminate on the date any of the
Underlying Policies ceases to be in full effect; and (ii)
automatically terminate 30 days following the date an insurer
of any Underlying Policy becomes subject to a receivership,
liquidation, dissolution, rehabilitation or any similar
proceeding or is taken over by any regulatory authority unless
the Insured Company obtains replacement coverage for such
Underlying Policy within such 30 day period. In the event this
policy automatically terminates pursuant to this Section
III(B), the Insurer shall retain the pro-rata proportion of
the premium. Payment or tender of any unearned premium by the
Insurer shall not be a condition precedent to the
effectiveness of such termination, but such payment shall be
made as soon as practicable.
C. If during the Policy Period or any discovery period the terms,
conditions, exclusions or limitations of the Followed Policy
are changed in any manner, the Insured Company or the Insured
Persons shall as a condition precedent to their rights under
this policy give to the Insurer as soon as practicable written
notice of the full particulars thereof. This policy shall
become subject to any such changes upon the effective date of
the changes in the Followed Policy, provided that the Insured
Company shall pay any additional premium reasonably required
by the Insurer for such changes.
IV. GENERAL CONDITIONS
A. Discovery Period: If the Insurer or the Insured Company fails
or refuses to renew or cancels this policy, or if this policy
automatically terminates pursuant to Section III(B), the
Insured Company or the Insured Persons shall have the right,
upon payment of an additional premium as set forth in Item 6
of the Declarations, to elect an extension of the coverage
granted by this policy, but only for any Wrongful Act
committed, attempted or allegedly committed or attempted prior
to the effective date of such nonrenewal, cancellation or
termination. Any such election shall be made in writing in the
time and manner and for the discovery period stated in the
Followed Policy.
B. Application of Recoveries: All recoveries or payments
recovered or received subsequent to a Loss settlement under
this policy shall be applied as if recovered or received prior
to such settlement and all necessary adjustments shall then be
made between the Insured Company or the Insured Person and the
Insurer, provided always that the foregoing shall not affect
the time when Loss under this policy shall be payable.
C. Notice: All notices to the Insurer under any provisions of
this policy shall be given by prepaid courier or electronic
service properly addressed to the Insurer at its address as
shown in the Declarations. Notice so given shall be deemed to
be received by the Insurer on the next succeeding day.
D. Cooperation: The Insured Company and the Insured Persons shall
give the Insurer such information and cooperation as it may
reasonably require.
E. Premium: The premium under this policy is a flat premium and
is not subject to adjustment except as otherwise provided
herein. The premium shall be paid to the Insurer at its
address as shown in the Declarations.
F. Cancellation Clause: This policy may be cancelled by the
Insured Company at any time by written notice or surrender of
this policy to the Insurer. This policy may also be cancelled
by, or on behalf of, the Insurer by delivering to the Insured
Company or by mailing to the Insured Company by registered,
certified or other first class mail, at the address shown in
the Declarations, written notice stating when, not less than
(365) days thereafter, the cancellation shall become
effective. The mailing of such notice as aforesaid shall be
sufficient proof of notice, and this policy shall terminate at
the date and hour specified in such notice. If this policy
shall be cancelled by the Insured Company, the Insurer shall
retain the customary short rate proportion of premium hereon.
If this policy shall be cancelled by or on behalf of the
Insurer, the Insurer shall retain the pro-rata proportion of
the premium hereon. Payment or tender of any unearned premium
by the Insurer shall not be a condition precedent to the
effectiveness of cancellation, but such payment shall be made
as soon as practicable.
G. Capacity: Notwithstanding any other provision of this policy,
coverage hereunder shall not apply with respect to a Wrongful
Act by any Insured Person in his capacity as director or
officer of the Insurer.
H. Changes: Notice to or knowledge possessed by any person shall
not effect waiver or change in any part of this policy or
estop the Insurer from asserting any right under the terms of
this policy; nor shall the terms of this policy be waived or
changed, except by endorsement issued to form a part hereof,
signed by the Insurer or its authorized representative.
I. Arbitration: Any dispute arising under or relating to this
policy, or the breach thereof, shall be finally and fully
determined in Hamilton, Bermuda under the provisions of the
Bermuda Arbitration Act of 1986, as amended and supplemented,
by an Arbitration Board composed of three arbitrators who
shall be disinterested and active or retired business
executives having knowledge relevant to the matters in
dispute, and who shall be selected for each controversy as
follows:
Either party to the dispute, once a claim or demand on its
part has been denied or remains unsatisfied for a period of
twenty (20) calendar days by the other party, may notify the
other party of its desire to arbitrate the matter in dispute
and at the time of such notification the party desiring
arbitration shall notify the other party of the name of the
arbitrator selected by it. The other party who has been so
notified shall within ten (10) calendar days thereafter select
an arbitrator and notify the party desiring arbitration of the
name of such second arbitrator. If the party notified of a
desire for arbitration shall fail or refuse to nominate the
second arbitrator within ten (10) 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 ten (10) calendar days, apply to the Supreme Court
of Bermuda for the appointment of a second arbitrator and in
such a case the arbitrator appointed by the Supreme Court of
Bermuda shall be deemed to have been nominated by the party
who failed to select the second arbitrator. The two
arbitrators, chosen as above provided, shall within ten (10)
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
the said ten (10) calendar day period, either party may within
a period of ten (10) calendar days thereafter, after notice to
the other party, apply to the Supreme Court of Bermuda 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 Arbitration Board for the controversy in
question shall be deemed fixed.
The Arbitration Board shall fix, by a notice in writing to the
parties involved, a reasonable time and place for the hearing
and may in said written notice or at the time of the
commencement of said hearing, at the option of said
Arbitration Board, prescribe reasonable rules and regulations
governing the course and conduct of said hearing.
The Board, shall, within ninety (90) calendar days following
the conclusion of the hearing, render its decision on the
matter or matters in controversy in writing and shall cause a
copy thereof to be served on all parties thereto. In case the
Board fails to reach a unanimous decision, the decision of the
majority of the members of the Board shall be deemed to be the
decision of the Board.
Each party shall bear the expense of its own arbitrator. The
remaining cost of the arbitration shall be borne equally by
the parties to such arbitration.
All awards made by the Arbitration Board shall be final and no
right of appeal shall lie from any award rendered by the
Arbitration Board. The parties agree that the Supreme Court of
Bermuda: (i) shall not grant leave to appeal any award based
upon a question of law arising out of the award; (ii) shall
not grant leave to make an application with respect to an
award; and (iii) shall not assume jurisdiction upon any
application by a party to determine any issue of law arising
in the course of the arbitration proceeding, including but not
limited to whether a party has been guilty of fraud.
All awards made by the Arbitration Board may be enforced in
the same manner as a judgment or order from the Supreme Court
of Bermuda and judgment may be entered pursuant to the terms
of the award by leave from the Supreme Court of Bermuda.
The Insurer and the Insureds agree that in the event that
claims for indemnity or contribution are asserted in any
action or proceeding against the Insurer by any of the
Insureds' other insurers in any jurisdiction or forum other
than that set forth in this clause, the Insureds will in good
faith take all reasonable steps requested by the Insurer to
assist the Insurer in obtaining a dismissal of these claims
(other than on the merits) and will, without limitation,
undertake to the court or other tribunal to reduce any
judgment or award against such other insurers to the extent
that the court or tribunal determines that the Insurer would
have been liable to such insurers for indemnity or
contribution pursuant to this policy. The Insureds shall be
entitled to assert claims against the Insurer for coverage
under this policy, including, without limitation, for amounts
by which the Insureds reduced its judgment against such other
insurers in respect of such claims for indemnity or
contribution, in an arbitration between the Insurer and the
Insureds pursuant to this clause; provided, however, that the
Insurer in such arbitration in respect of such reduction of
any judgment shall be entitled to raise any defenses under
this policy and any other defenses (other than jurisdictional
defenses) as it would have been entitled to raise in the
action or proceeding with such insurers.
J. Governing Law and Interpretation: This policy shall be
construed and enforced in accordance with the internal laws of
the State of New York (with the exception of Section IV(I),
which shall be construed and enforced in accordance with the
laws of Bermuda), except insofar as such laws may prohibit
payment hereunder in respect of punitive damages; provided,
however, that the terms, conditions, exclusions and
limitations of this policy are to be construed in an
evenhanded fashion as between the Insureds and the Insurer.
Without limitation, where the language of this policy is
deemed to be ambiguous or otherwise unclear, the issues shall
be resolved in the manner most consistent with the relevant
terms, conditions, exclusions and limitations (without regard
to authorship of the language, without any presumption or
arbitrary interpretation or construction in favour of either
the Insureds or the Insurer and without reference to parol
evidence).
K. Liability of the Company: The Insured Company, the Insured
Persons and the Insurer agree that the liability and
obligations of the Insurer hereunder shall be satisfied from
the funds of the Insurer alone and that the individual
shareholders of the Insurer shall have no liability hereunder
to the Insured Company or the Insured Persons.
L. Headings: The descriptions in the headings and sub-headings of
this policy are inserted solely for convenience and do not
constitute any part of the terms or conditions hereof.
M. Currency: The premiums and any Loss under this policy are
payable in United States currency.
N. Assignment: Assignment of interest under this policy shall not
bind the Insurer unless and until its consent is endorsed
hereon.
V. DEFINITIONS
A. The terms "Wrongful Act" and "Loss" shall have the same
meanings in this policy as are attributed to them in the
Followed Policy. The terms "Insurer", "Followed Policy",
"Underlying Policies", "Policy Period" and "Aggregate Limit of
Liability" shall have the meanings attributed to them in the
Declarations.
B. The term "Insured Persons" shall mean those directors,
officers and other individuals insured by the Followed Policy.
C. The term "Insured Company" shall mean the entity named in Item
1 of the Declarations and any subsidiaries or affiliates
thereof insured by the Followed Policy.
D. The term "Policy Year" shall mean the period of one year
following the inception of this policy or any anniversary, or,
if the time between inception or any anniversary and the
termination of this policy is less than one year, the lesser
period. If the discovery period hereunder is exercised as a
result of the cancellation of or refusal to renew this policy
by the Insurer, such period shall be considered a separate
Policy Year. If the discovery period is otherwise exercised,
such period shall be part of the last Policy Year and not an
additional period.
E. The term "Underlying Limit" shall mean an amount equal to the
aggregate of all limits of liability as set forth in Item 2 of
the Declarations for all Underlying Policies, plus the
uninsured retention, if any, applicable to the primary
insurance as set forth in Item 2 of the Declarations.
IN WITNESS WHEREOF, this policy has been made, entered into and
executed by the Insurer in Hamilton, Bermuda as of the date set forth in the
Declarations.
A.C.E. INSURANCE COMPANY, LTD.
By: /s/K. P. WHITE /s/W. A. SCOTT
Senior Vice President President
ADDITIONAL/RETURN PREMIUM: NIL
CANCELLATION ENDORSEMENT
------------------------
(1 YEAR POLICY)
It is agreed and acknowledged that Section IV(F) of this policy is deleted in
its entirety.
It is further agreed and acknowledged that this policy shall not be subject to
Clause 7 (Automatic Extension) of the Followed Policy.
The effective date of this endorsement is June 30, 1998
All other terms and conditions remain unchanged.
This endorsement is attached to and made a part of Policy No. PG-8862D
of A.C.E. INSURANCE COMPANY, LTD.
Issued to: THE PROCTER & GAMBLE COMPANY/OFFICERS OF OPERATING UNITS OF
PROCTER & GAMBLE COMPANY
Date of Issue: August 26, 1998
By -------------------------
AUTHORISED REPRESENTATIVE
End No. 1
ADDITIONAL/RETURN PREMIUM NIL
DISCOVERY PERIOD ENDORSEMENT
It is agreed and acknowledged that Section IV(A) (Discovery Period) is deleted
and replaced in its entirety by the following:
IV(A)(1) If the INSURER or the Insured Company cancels or elects not to
renew this POLICY, then the INSURED persons or INSURED Company
shall have the right, upon payment of an additional premium of
100% of the sum of all premiums otherwise paid or due for the
POLICY YEAR in which such election is made, to a continuation
of the reporting period of this POLICY in respect of any
CLAIMS first made against the INSURED persons or INSURED
Company or any of them during a period (hereinafter referred
to as the "Discovery Period") after the end of the POLICY
PERIOD, but only if the CLAIMS are based on WRONGFUL ACTS
alleged to have been committed prior to the end of the POLICY
PERIOD. Such CLAIMS shall be deemed to have been made during
the last POLICY YEAR provided that notification of each CLAIM
is in accordance with Clause IV C below. The right to elect
the Discovery Period shall terminate, however, unless written
notice of such election together with the additional premium
is received by the INSURER within ten (10) days after the end
of the POLICY PERIOD. Any premium paid for the Discovery
Period is not refundable.
(2) The length of the Discovery Period shall be the same amount of
time as the length of the POLICY PERIOD, subject to a maximum
Discovery Period of one year.
(3) The offer by the INSURER of renewal at a premium different
from the premiums for the expiring POLICY YEAR shall not
constitute an election by the INSURER not to renew this
POLICY.
(4) The Discovery Period does not reinstate or increase the LIMIT
OF LIABILITY of this POLICY.
The effective date of this endorsement is June 30, 1998.
All other terms and conditions remain unchanged.
This endorsement is attached to and made a part of Policy No. PG-8862D
of A.C.E. INSURANCE COMPANY, LTD.
Issued to: THE PROCTER & GAMBLE COMPANY/OFFICERS OF OPERATING UNITS OF
PROCTER & GAMBLE COMPANY
Date of Issue: August 26, 1998
End. No. 2 By -----------------------------
Authorized Representative
ADDITIONAL/RETURN PREMIUM: NIL
CLAUSE III B AMENDATORY ENDORSEMENT
-----------------------------------
In consideration of the premium charged it is hereby understood and agreed that
Clause IIIB (i) and (ii) is amended to read as follows:
B. It is a condition of this policy that the Followed Policies shall be
maintained in full effect with solvent insurers during the policy
period listed in Item 2 of the Declarations except for any reduction or
exhaustion of the aggregate limits contained therein by reason of Loss
paid thereunder (as provided for in Section II (C) above). Unless the
Insurer otherwise agrees in writing, this policy shall: (i) immediately
and automatically terminate on the date any of the Followed Policies
ceases to be in full effect; and (ii) automatically terminate 30 days
following the date an insurer of any Followed Policy becomes subject to
a receivership, liquidation, dissolution, rehabilitation or any similar
proceeding or is taken over by any regulatory authority unless the
Insured Company obtains replacement coverage for such Followed Policy
within such 30 day period. In the event this policy automatically
terminates pursuant to this Section III(B), the Insurer shall retain
the pro-rata proportion of the premium. Payment or tender of any
unearned premium by the Insurer shall not be a condition precedent to
the effectiveness of such termination, but such payment shall be made
as soon as practicable.
The effective date of this endorsement is June 30, 1998
All other terms and conditions remain unchanged.
This endorsement is attached to and made a part of Policy No. PG-8862D
of A.C.E. INSURANCE COMPANY, LTD.
Issued to: THE PROCTER & GAMBLE COMPANY/OFFICERS OF OPERATING UNITS OF
PROCTER & GAMBLE COMPANY
Date of Issue: August 26, 1998
End No. 3 By ---------------------
AUTHORISED REPRESENTATIVE
ADDITIONAL/RETURN PREMIUM $ NIL
IT IS UNDERSTOOD AND AGREED THAT SECTION II - A & C IS REPLACED BY THE
FOLLOWING:
A. IT IS EXPRESSLY AGREED THAT LIABILITY FOR ANY COVERED LOSS
WITH RESPECT TO CLAIMS FIRST MADE IN EACH POLICY YEAR SHALL
ATTACH TO THE INSURER ONLY AFTER THE INSURERS OF THE
UNDERLYING POLICIES, THE INSURED COMPANY AND/OR THE INSURED
PERSONS SHALL HAVE PAID, IN THE APPLICABLE LEGAL CURRENCY, THE
FULL AMOUNT OF THE UNDERLYING LIMITS FOR SUCH POLICY YEAR. THE
INSURER SHALL THEN BE LIABLE TO PAY ONLY COVERED LOSS IN
EXCESS OF SUCH UNDERLYING LIMIT UP TO ITS AGGREGATE LIMIT OF
LIABILITY AS SET FORTH IN ITEM 5 OF THE DECLARATIONS, WHICH
SHALL BE THE MAXIMUM AGGREGATE LIABILITY OF THE INSURER UNDER
THIS POLICY WITH RESPECT TO ALL CLAIMS FIRST MADE IN EACH
POLICY YEAR AGAINST ALL INSURED PERSONS IRRESPECTIVE OF THE
TIME OF PAYMENT BY THE INSURER.
C. IN THE EVENT AND ONLY IN THE EVENT OF THE REDUCTION OR
EXHAUSTION OF THE UNDERLYING LIMITS BY REASON OF THE INSURERS
OF THE UNDERLYING POLICY, THE INSURED COMPANY AND/OR THE
INSURED PERSONS PAYING, IN THE APPLICABLE LEGAL CURRENCY, LOSS
OTHERWISE COVERED HEREUNDER, THIS POLICY SHALL: (i) IN THE
EVENT OF REDUCTION, PAY EXCESS OF THE REDUCED UNDERLYING
LIMIT, AND (ii) IN THE EVENT OF EXHAUSTION, CONTINUE IN FORCE
AS PRIMARY INSURANCE; PROVIDED ALWAYS THAT IN THE LATTER EVENT
THIS POLICY SHALL ONLY PAY EXCESS OF THE RETENTION APPLICABLE
TO THE PRIMARY INSURANCE AS SET FORTH IN ITEM 2 OF THE
DECLARATIONS, WHICH RETENTION SHALL BE APPLIED TO ANY
SUBSEQUENT LOSS IN THE SAME MANNER AS SPECIFIED IN SUCH
PRIMARY INSURANCE.
NOTHING HEREIN CONTAINED SHALL BE HELD TO VARY, ALTER, WAIVE OR EXTEND ANY OF
THE TERMS, CONDITIONS, EXCLUSIONS OR LIMITATIONS OF THE ABOVE-MENTIONED POLICY,
EXCEPT AS EXPRESSLY STATED HEREIN.
The effective date of this endorsement is June 30, 1998
All other terms and conditions remain unchanged.
This endorsement is attached to and made a part of Policy No. PG-8862D
of A.C.E. INSURANCE COMPANY, LTD.
Issued to: THE PROCTER & GAMBLE COMPANY/OFFICERS OF OPERATING UNITS OF
PROCTER & GAMBLE COMPANY
Date of Issue: August 26, 1998
End No. 4 By ---------------------------
AUTHORISED REPRESENTATIVE
ADDITIONAL/RETURN PREMIUM: NIL
DIRECTORS AND OFFICERS LIABILITY ENDORSEMENT
--------------------------------------------
In consideration of the premium charged it is hereby agreed and acknowledged
that coverage afforded by this Policy is only in respect of Directors and
Officers Liability and not Company Reimbursement.
The effective date of this endorsement is June 30, 1998
All other terms and conditions remain unchanged.
This endorsement is attached to and made a part of Policy No. PG-8862D
of A.C.E. INSURANCE COMPANY, LTD.
Issued to: THE PROCTER & GAMBLE COMPANY/OFFICERS OF OPERATING UNITS OF
PROCTER & GAMBLE COMPANY
Date of Issue: August 26, 1998
End No. 5 By -------------------------
AUTHORISED REPRESENTATIVE
--------------
Directors and Officers (Fourth Excess Liability Policy
PARK INTERNATIONAL LIMITED
A.C.E. INSURANCE COMPANY, LTD.
DIRECTORS AND OFFICERS LIABILITY INSURANCE POLICY
THIS IS A CLAIMS MADE POLICY. Except as otherwise provided herein, this policy
covers only claims first made against the Insureds during the Policy Period.
PLEASE READ THIS POLICY CAREFULLY.
DECLARATIONS
------------
Policy No.: PG-8862-D
Item 1. Insured Company: THE PROCTER & GAMBLE COMPANY/
OFFICERS OF OPERATING UNITS OF
PROCTER & GAMBLE COMPANY
Principal Address: One Procter & Gamble Plaza
Cincinnati, Ohio 45202
U.S.A.
Item 2. Schedule of Underlying Policies:
Insurer Policy Limits Policy
Number Period
------- ------ ------ ------
Primary Policy CODA PG-106C $25M 6/30/98-01
Excess Policies X.L. XLD&O-00364-98 $25M 6/30/98-99
A.C.E. PG-8861D $45M 6/30/98-99
Chubb Atlantic (99)3310-04-49 $50M 6/30/98-99
Uninsured retention under primary insurance: $NIL each Insured Person
each Loss, but in no event exceeding $NIL in the aggregate each Loss
for all Insured Persons and $ N/A each Loss for the Insured Company.
Item 3. Followed Policy: Insurer: CODA
Policy No.: PG-106C
Item 4. Policy Period: From 12:01 A.M. JUNE 30, 1998
To 12:01 A.M. JUNE 30, 1999
Standard Time at the address of the Insured.
Item 5. Aggregate Limit of Liability $5,000,000 U.S. dollars each Policy Year
for all Loss paid on behalf of all Insureds arising from all claims
first made during such Policy Year.
Item 6. One Year Premium: $ Included under Policy PG-8861D
Three Year Premium: $ N/A
(Prepaid)
Discovery Period Premium: 100% of the Policy Period Premium
Item 7. Insurer: A.C.E. Insurance Company, Ltd.
P.O. Box HM 1015
Hamilton, Bermuda HM DX
Telex: 3543 ACEILBA
Telecopy: (809) 295-5221
Countersigned at Hamilton, Bermuda:
Date: August 26, 1998 -------------------------
Authorized Representative
THESE DECLARATIONS, TOGETHER WITH THE COMPLETED AND SIGNED APPLICATION AND THE
POLICY FORM ATTACHED HERETO, CONSTITUTE THE INSURANCE POLICY.
I. INSURING CLAUSE
In consideration of the payment of the premium and in reliance upon all
statements made in the application form including the information furnished in
connection therewith, and subject to all terms, conditions, exclusions and
limitations of this policy, the Insurer agrees to provide insurance coverage to
the Insured Persons and, if applicable, the Insured Company in accordance with
the terms, conditions, exclusions and limitations of the Followed Policy.
II. LIMIT OF LIABILITY
A. It is expressly agreed that liability for any covered Loss
with respect to claims first made in each Policy Year shall
attach to the Insurer only after the insurers of the
Underlying Policies, the Insured Company and/or the Insured
Persons shall have paid, admitted or been held liable to pay
the full amount of the Underlying Limit for such Policy Year.
The Insurer shall then be liable to pay only covered Loss in
excess of such Underlying Limit up to its Aggregate Limit of
Liability as set forth in Item 5 of the Declarations, which
shall be the maximum aggregate liability of the Insurer under
this policy with respect to all claims first made in each
Policy Year against all Insured Persons irrespective of the
time of payment by the Insurer.
B. Multiple claims based upon or arising out of the same,
repeated, interrelated or causally connected Wrongful Acts,
whether made against the same or different Insured Persons,
shall be deemed to be a single claim first made in the
earliest Policy Year in which the first of such multiple
claims is made against any Insured Person; the Aggregate Limit
of Liability shall apply only once to such multiple claims.
C. In the event and only in the event of the reduction or
exhaustion of the Underlying Limit by reason of the insurers
of the Underlying Policies, the Insured Company and/or the
Insured Persons paying, admitting or being held liable to pay
Loss otherwise covered hereunder, this policy shall: (i) in
the event of reduction, pay excess of the reduced Underlying
Limit, and (ii) in the event of exhaustion, continue in force
as primary insurance; provided always that in the latter event
this policy shall only pay excess of the retention applicable
to the primary insurance as set forth in Item 2 of the
Declarations, which retention shall be applied to any
subsequent Loss in the same manner as specified in such
primary insurance.
D. Notwithstanding any of the terms of this policy which might be
construed otherwise, this policy shall drop down only in the
event of reduction or exhaustion of the Underlying Limit and
shall not drop down for any other reason including, but not
limited to, uncollectability (in whole or in part) of any
underlying insurance. The risk of uncollectability of such
underlying insurance (in whole or in part) whether because of
financial impairment or insolvency of an underlying insurer or
for any other reason, is expressly retained by the Insured
Persons and the Insured Company and is not in any way or under
any circumstances insured or assumed by the Insurer.
III. UNDERLYING INSURANCE
A. This policy is subject to the same warranties, terms,
conditions, exclusions and limitations (except as regards the
premium, the amount and limits of liability, the policy period
and except as otherwise provided herein) as are contained in
or as may be added to the Followed Policy.
B. It is a condition of this policy that the Underlying Policies
shall be maintained in full effect with solvent insurers
during the policy period listed in Item 2 of the Declarations
except for any reduction or exhaustion of the aggregate limits
contained therein by reason of Loss paid thereunder (as
provided for in Section II(C) above). Unless the Insurer
otherwise agrees in writing, this policy shall: (i)
immediately and automatically terminate on the date any of the
Underlying Policies ceases to be in full effect; and (ii)
automatically terminate 30 days following the date an insurer
of any Underlying Policy becomes subject to a receivership,
liquidation, dissolution, rehabilitation or any similar
proceeding or is taken over by any regulatory authority unless
the Insured Company obtains replacement coverage for such
Underlying Policy within such 30 day period. In the event this
policy automatically terminates pursuant to this Section
III(B), the Insurer shall retain the pro-rata proportion of
the premium. Payment or tender of any unearned premium by the
Insurer shall not be a condition precedent to the
effectiveness of such termination, but such payment shall be
made as soon as practicable.
C. If during the Policy Period or any discovery period the terms,
conditions, exclusions or limitations of the Followed Policy
are changed in any manner, the Insured Company or the Insured
Persons shall as a condition precedent to their rights under
this policy give to the Insurer as soon as practicable written
notice of the full particulars thereof. This policy shall
become subject to any such changes upon the effective date of
the changes in the Followed Policy, provided that the Insured
Company shall pay any additional premium reasonably required
by the Insurer for such changes.
IV. GENERAL CONDITIONS
A. Discovery Period: If the Insurer or the Insured Company fails
or refuses to renew or cancels this policy, or if this policy
automatically terminates pursuant to Section III(B), the
Insured Company or the Insured Persons shall have the right,
upon payment of an additional premium as set forth in Item 6
of the Declarations, to elect an extension of the coverage
granted by this policy, but only for any Wrongful Act
committed, attempted or allegedly committed or attempted prior
to the effective date of such nonrenewal, cancellation or
termination. Any such election shall be made in writing in the
time and manner and for the discovery period stated in the
Followed Policy.
B. Application of Recoveries: All recoveries or payments
recovered or received subsequent to a Loss settlement under
this policy shall be applied as if recovered or received prior
to such settlement and all necessary adjustments shall then be
made between the Insured Company or the Insured Person and the
Insurer, provided always that the foregoing shall not affect
the time when Loss under this policy shall be payable.
C. Notice: All notices to the Insurer under any provisions of
this policy shall be given by prepaid courier or electronic
service properly addressed to the Insurer at its address as
shown in the Declarations. Notice so given shall be deemed to
be received by the Insurer on the next succeeding day.
D. Cooperation: The Insured Company and the Insured Persons shall
give the Insurer such information and cooperation as it may
reasonably require.
E. Premium: The premium under this policy is a flat premium and
is not subject to adjustment except as otherwise provided
herein. The premium shall be paid to the Insurer at its
address as shown in the Declarations.
F. Cancellation Clause: This policy may be cancelled by the
Insured Company at any time by written notice or surrender of
this policy to the Insurer. This policy may also be cancelled
by, or on behalf of, the Insurer by delivering to the Insured
Company or by mailing to the Insured Company by registered,
certified or other first class mail, at the address shown in
the Declarations, written notice stating when, not less than
(365) days thereafter, the cancellation shall become
effective. The mailing of such notice as aforesaid shall be
sufficient proof of notice, and this policy shall terminate at
the date and hour specified in such notice. If this policy
shall be cancelled by the Insured Company, the Insurer shall
retain the customary short rate proportion of premium hereon.
If this policy shall be cancelled by or on behalf of the
Insurer, the Insurer shall retain the pro-rata proportion of
the premium hereon. Payment or tender of any unearned premium
by the Insurer shall not be a condition precedent to the
effectiveness of cancellation, but such payment shall be made
as soon as practicable.
G. Capacity: Notwithstanding any other provision of this policy,
coverage hereunder shall not apply with respect to a Wrongful
Act by any Insured Person in his capacity as director or
officer of the Insurer.
H. Changes: Notice to or knowledge possessed by any person shall
not effect waiver or change in any part of this policy or
estop the Insurer from asserting any right under the terms of
this policy; nor shall the terms of this policy be waived or
changed, except by endorsement issued to form a part hereof,
signed by the Insurer or its authorized representative.
I. Arbitration: Any dispute arising under or relating to this
policy, or the breach thereof, shall be finally and fully
determined in Hamilton, Bermuda under the provisions of the
Bermuda Arbitration Act of 1986, as amended and supplemented,
by an Arbitration Board composed of three arbitrators who
shall be disinterested and active or retired business
executives having knowledge relevant to the matters in
dispute, and who shall be selected for each controversy as
follows:
Either party to the dispute, once a claim or demand on its
part has been denied or remains unsatisfied for a period of
twenty (20) calendar days by the other party, may notify the
other party of its desire to arbitrate the matter in dispute
and at the time of such notification the party desiring
arbitration shall notify the other party of the name of the
arbitrator selected by it. The other party who has been so
notified shall within ten (10) calendar days thereafter select
an arbitrator and notify the party desiring arbitration of the
name of such second arbitrator. If the party notified of a
desire for arbitration shall fail or refuse to nominate the
second arbitrator within ten (10) 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 ten (10) calendar days, apply to the Supreme Court
of Bermuda for the appointment of a second arbitrator and in
such a case the arbitrator appointed by the Supreme Court of
Bermuda shall be deemed to have been nominated by the party
who failed to select the second arbitrator. The two
arbitrators, chosen as above provided, shall within ten (10)
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
the said ten (10) calendar day period, either party may within
a period of ten (10) calendar days thereafter, after notice to
the other party, apply to the Supreme Court of Bermuda 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 Arbitration Board for the controversy in
question shall be deemed fixed.
The Arbitration Board shall fix, by a notice in writing to the
parties involved, a reasonable time and place for the hearing
and may in said written notice or at the time of the
commencement of said hearing, at the option of said
Arbitration Board, prescribe reasonable rules and regulations
governing the course and conduct of said hearing.
The Board, shall, within ninety (90) calendar days following
the conclusion of the hearing, render its decision on the
matter or matters in controversy in writing and shall cause a
copy thereof to be served on all parties thereto. In case the
Board fails to reach a unanimous decision, the decision of the
majority of the members of the Board shall be deemed to be the
decision of the Board.
Each party shall bear the expense of its own arbitrator. The
remaining cost of the arbitration shall be borne equally by
the parties to such arbitration.
All awards made by the Arbitration Board shall be final and no
right of appeal shall lie from any award rendered by the
Arbitration Board. The parties agree that the Supreme Court of
Bermuda: (i) shall not grant leave to appeal any award based
upon a question of law arising out of the award; (ii) shall
not grant leave to make an application with respect to an
award; and (iii) shall not assume jurisdiction upon any
application by a party to determine any issue of law arising
in the course of the arbitration proceeding, including but not
limited to whether a party has been guilty of fraud.
All awards made by the Arbitration Board may be enforced in
the same manner as a judgment or order from the Supreme Court
of Bermuda and judgment may be entered pursuant to the terms
of the award by leave from the Supreme Court of Bermuda.
The Insurer and the Insureds agree that in the event that
claims for indemnity or contribution are asserted in any
action or proceeding against the Insurer by any of the
Insureds' other insurers in any jurisdiction or forum other
than that set forth in this clause, the Insureds will in good
faith take all reasonable steps requested by the Insurer to
assist the Insurer in obtaining a dismissal of these claims
(other than on the merits) and will, without limitation,
undertake to the court or other tribunal to reduce any
judgment or award against such other insurers to the extent
that the court or tribunal determines that the Insurer would
have been liable to such insurers for indemnity or
contribution pursuant to this policy. The Insureds shall be
entitled to assert claims against the Insurer for coverage
under this policy, including, without limitation, for amounts
by which the Insureds reduced its judgment against such other
insurers in respect of such claims for indemnity or
contribution, in an arbitration between the Insurer and the
Insureds pursuant to this clause; provided, however, that the
Insurer in such arbitration in respect of such reduction of
any judgment shall be entitled to raise any defenses under
this policy and any other defenses (other than jurisdictional
defenses) as it would have been entitled to raise in the
action or proceeding with such insurers.
J. Governing Law and Interpretation: This policy shall be
construed and enforced in accordance with the internal laws of
the State of New York (with the exception of Section IV(I),
which shall be construed and enforced in accordance with the
laws of Bermuda), except insofar as such laws may prohibit
payment hereunder in respect of punitive damages; provided,
however, that the terms, conditions, exclusions and
limitations of this policy are to be construed in an
evenhanded fashion as between the Insureds and the Insurer.
Without limitation, where the language of this policy is
deemed to be ambiguous or otherwise unclear, the issues shall
be resolved in the manner most consistent with the relevant
terms, conditions, exclusions and limitations (without regard
to authorship of the language, without any presumption or
arbitrary interpretation or construction in favour of either
the Insureds or the Insurer and without reference to parol
evidence).
K. Liability of the Company: The Insured Company, the Insured
Persons and the Insurer agree that the liability and
obligations of the Insurer hereunder shall be satisfied from
the funds of the Insurer alone and that the individual
shareholders of the Insurer shall have no liability hereunder
to the Insured Company or the Insured Persons.
L. Headings: The descriptions in the headings and sub-headings of
this policy are inserted solely for convenience and do not
constitute any part of the terms or conditions hereof.
M. Currency: The premiums and any Loss under this policy are
payable in United States currency.
N. Assignment: Assignment of interest under this policy shall not
bind the Insurer unless and until its consent is endorsed
hereon.
V. DEFINITIONS
A. The terms "Wrongful Act" and "Loss" shall have the same
meanings in this policy as are attributed to them in the
Followed Policy. The terms "Insurer", "Followed Policy",
"Underlying Policies", "Policy Period" and "Aggregate Limit of
Liability" shall have the meanings attributed to them in the
Declarations.
B. The term "Insured Persons" shall mean those directors,
officers and other individuals insured by the Followed Policy.
C. The term "Insured Company" shall mean the entity named in Item
1 of the Declarations and any subsidiaries or affiliates
thereof insured by the Followed Policy.
D. The term "Policy Year" shall mean the period of one year
following the inception of this policy or any anniversary, or,
if the time between inception or any anniversary and the
termination of this policy is less than one year, the lesser
period. If the discovery period hereunder is exercised as a
result of the cancellation of or refusal to renew this policy
by the Insurer, such period shall be considered a separate
Policy Year. If the discovery period is otherwise exercised,
such period shall be part of the last Policy Year and not an
additional period.
E. The term "Underlying Limit" shall mean an amount equal to the
aggregate of all limits of liability as set forth in Item 2 of
the Declarations for all Underlying Policies, plus the
uninsured retention, if any, applicable to the primary
insurance as set forth in Item 2 of the Declarations.
IN WITNESS WHEREOF, this policy has been made, entered into and
executed by the Insurer in Hamilton, Bermuda as of the date set forth in the
Declarations.
A.C.E. INSURANCE COMPANY, LTD.
By: /s/K. P. WHITE /s/W. A. SCOTT
Senior Vice President President
ADDITIONAL/RETURN PREMIUM: NIL
CANCELLATION ENDORSEMENT
------------------------
(1 YEAR POLICY)
It is agreed and acknowledged that Section IV(F) of this policy is deleted in
its entirety.
It is further agreed and acknowledged that this policy shall not be subject to
Clause 7 (Automatic Extension) of the Followed Policy.
The effective date of this endorsement is June 30, 1998
All other terms and conditions remain unchanged.
This endorsement is attached to and made a part of Policy No. PG-8862D
of A.C.E. INSURANCE COMPANY, LTD.
Issued to: THE PROCTER & GAMBLE COMPANY/OFFICERS OF OPERATING UNITS OF
PROCTER & GAMBLE COMPANY
Date of Issue: August 26, 1998
By -------------------------
AUTHORISED REPRESENTATIVE
End No. 1
ADDITIONAL/RETURN PREMIUM NIL
DISCOVERY PERIOD ENDORSEMENT
It is agreed and acknowledged that Section IV(A) (Discovery Period) is deleted
and replaced in its entirety by the following:
IV(A)(1) If the INSURER or the Insured Company cancels or elects not to
renew this POLICY, then the INSURED persons or INSURED Company
shall have the right, upon payment of an additional premium of
100% of the sum of all premiums otherwise paid or due for the
POLICY YEAR in which such election is made, to a continuation
of the reporting period of this POLICY in respect of any
CLAIMS first made against the INSURED persons or INSURED
Company or any of them during a period (hereinafter referred
to as the "Discovery Period") after the end of the POLICY
PERIOD, but only if the CLAIMS are based on WRONGFUL ACTS
alleged to have been committed prior to the end of the POLICY
PERIOD. Such CLAIMS shall be deemed to have been made during
the last POLICY YEAR provided that notification of each CLAIM
is in accordance with Clause IV C below. The right to elect
the Discovery Period shall terminate, however, unless written
notice of such election together with the additional premium
is received by the INSURER within ten (10) days after the end
of the POLICY PERIOD. Any premium paid for the Discovery
Period is not refundable.
(2) The length of the Discovery Period shall be the same amount of
time as the length of the POLICY PERIOD, subject to a maximum
Discovery Period of one year.
(3) The offer by the INSURER of renewal at a premium different
from the premiums for the expiring POLICY YEAR shall not
constitute an election by the INSURER not to renew this
POLICY.
(4) The Discovery Period does not reinstate or increase the LIMIT
OF LIABILITY of this POLICY.
The effective date of this endorsement is June 30, 1998.
All other terms and conditions remain unchanged.
This endorsement is attached to and made a part of Policy No. PG-8862D
of A.C.E. INSURANCE COMPANY, LTD.
Issued to: THE PROCTER & GAMBLE COMPANY/OFFICERS OF OPERATING UNITS OF
PROCTER & GAMBLE COMPANY
Date of Issue: August 26, 1998
End. No. 2 By -----------------------------
Authorized Representative
ADDITIONAL/RETURN PREMIUM: NIL
CLAUSE III B AMENDATORY ENDORSEMENT
-----------------------------------
In consideration of the premium charged it is hereby understood and agreed that
Clause IIIB (i) and (ii) is amended to read as follows:
B. It is a condition of this policy that the Followed Policies shall be
maintained in full effect with solvent insurers during the policy
period listed in Item 2 of the Declarations except for any reduction or
exhaustion of the aggregate limits contained therein by reason of Loss
paid thereunder (as provided for in Section II (C) above). Unless the
Insurer otherwise agrees in writing, this policy shall: (i) immediately
and automatically terminate on the date any of the Followed Policies
ceases to be in full effect; and (ii) automatically terminate 30 days
following the date an insurer of any Followed Policy becomes subject to
a receivership, liquidation, dissolution, rehabilitation or any similar
proceeding or is taken over by any regulatory authority unless the
Insured Company obtains replacement coverage for such Followed Policy
within such 30 day period. In the event this policy automatically
terminates pursuant to this Section III(B), the Insurer shall retain
the pro-rata proportion of the premium. Payment or tender of any
unearned premium by the Insurer shall not be a condition precedent to
the effectiveness of such termination, but such payment shall be made
as soon as practicable.
The effective date of this endorsement is June 30, 1998
All other terms and conditions remain unchanged.
This endorsement is attached to and made a part of Policy No. PG-8862D
of A.C.E. INSURANCE COMPANY, LTD.
Issued to: THE PROCTER & GAMBLE COMPANY/OFFICERS OF OPERATING UNITS OF
PROCTER & GAMBLE COMPANY
Date of Issue: August 26, 1998
End No. 3 By ---------------------
AUTHORISED REPRESENTATIVE
ADDITIONAL/RETURN PREMIUM $ NIL
IT IS UNDERSTOOD AND AGREED THAT SECTION II - A & C IS REPLACED BY THE
FOLLOWING:
A. IT IS EXPRESSLY AGREED THAT LIABILITY FOR ANY COVERED LOSS
WITH RESPECT TO CLAIMS FIRST MADE IN EACH POLICY YEAR SHALL
ATTACH TO THE INSURER ONLY AFTER THE INSURERS OF THE
UNDERLYING POLICIES, THE INSURED COMPANY AND/OR THE INSURED
PERSONS SHALL HAVE PAID, IN THE APPLICABLE LEGAL CURRENCY, THE
FULL AMOUNT OF THE UNDERLYING LIMITS FOR SUCH POLICY YEAR. THE
INSURER SHALL THEN BE LIABLE TO PAY ONLY COVERED LOSS IN
EXCESS OF SUCH UNDERLYING LIMIT UP TO ITS AGGREGATE LIMIT OF
LIABILITY AS SET FORTH IN ITEM 5 OF THE DECLARATIONS, WHICH
SHALL BE THE MAXIMUM AGGREGATE LIABILITY OF THE INSURER UNDER
THIS POLICY WITH RESPECT TO ALL CLAIMS FIRST MADE IN EACH
POLICY YEAR AGAINST ALL INSURED PERSONS IRRESPECTIVE OF THE
TIME OF PAYMENT BY THE INSURER.
C. IN THE EVENT AND ONLY IN THE EVENT OF THE REDUCTION OR
EXHAUSTION OF THE UNDERLYING LIMITS BY REASON OF THE INSURERS
OF THE UNDERLYING POLICY, THE INSURED COMPANY AND/OR THE
INSURED PERSONS PAYING, IN THE APPLICABLE LEGAL CURRENCY, LOSS
OTHERWISE COVERED HEREUNDER, THIS POLICY SHALL: (i) IN THE
EVENT OF REDUCTION, PAY EXCESS OF THE REDUCED UNDERLYING
LIMIT, AND (ii) IN THE EVENT OF EXHAUSTION, CONTINUE IN FORCE
AS PRIMARY INSURANCE; PROVIDED ALWAYS THAT IN THE LATTER EVENT
THIS POLICY SHALL ONLY PAY EXCESS OF THE RETENTION APPLICABLE
TO THE PRIMARY INSURANCE AS SET FORTH IN ITEM 2 OF THE
DECLARATIONS, WHICH RETENTION SHALL BE APPLIED TO ANY
SUBSEQUENT LOSS IN THE SAME MANNER AS SPECIFIED IN SUCH
PRIMARY INSURANCE.
NOTHING HEREIN CONTAINED SHALL BE HELD TO VARY, ALTER, WAIVE OR EXTEND ANY OF
THE TERMS, CONDITIONS, EXCLUSIONS OR LIMITATIONS OF THE ABOVE-MENTIONED POLICY,
EXCEPT AS EXPRESSLY STATED HEREIN.
The effective date of this endorsement is June 30, 1998
All other terms and conditions remain unchanged.
This endorsement is attached to and made a part of Policy No. PG-8862D
of A.C.E. INSURANCE COMPANY, LTD.
Issued to: THE PROCTER & GAMBLE COMPANY/OFFICERS OF OPERATING UNITS OF
PROCTER & GAMBLE COMPANY
Date of Issue: August 26, 1998
End No. 4 By ---------------------------
AUTHORISED REPRESENTATIVE
ADDITIONAL/RETURN PREMIUM: NIL
DIRECTORS AND OFFICERS LIABILITY ENDORSEMENT
--------------------------------------------
In consideration of the premium charged it is hereby agreed and acknowledged
that coverage afforded by this Policy is only in respect of Directors and
Officers Liability and not Company Reimbursement.
The effective date of this endorsement is June 30, 1998
All other terms and conditions remain unchanged.
This endorsement is attached to and made a part of Policy No. PG-8862D
of A.C.E. INSURANCE COMPANY, LTD.
Issued to: THE PROCTER & GAMBLE COMPANY/OFFICERS OF OPERATING UNITS OF
PROCTER & GAMBLE COMPANY
Date of Issue: August 26, 1998
End No. 5 By -------------------------
AUTHORISED REPRESENTATIVE