EXHIBIT (99-5)
Directors and Officers (Fourth) Liability Binder of Insurance
[AWA LOGO] ALLIED WORLD ASSURANCE COMPANY, LTD
The Bermuda Commercial Bank Building - 43 Victoria Street - Hamilton HM 12,
Bermuda - TEL 441-278-5400 - FAX 441-296-3428
BINDER CONFIRMATION
TO: FROM:
Jerry Rivers James Perry
COMPANY: DATE:
Park (Bermuda) Ltd. 7/9/2003
ADDRESS: NO. OF PAGES: 4
Bermuda
Insured Name: THE PROCTER & GAMBLE COMPANY
Insured Address: One Procter & Gamble Plaza, Cincinnati, OH 45202
It is hereby understood and agreed that coverage is bound as follows:
Insurance Company: Allied World Assurance Company Ltd.
Issuing Carrier: Allied World Assurance Company Ltd.
Underwriter: James Perry
Type of Insurance: Directors and Officers (1/03) Excess Liability
Policy Form: Follow Form
AWAC Policy Form: D and O (1/03)
Policy Trigger: Claims Made
Policy Number: C000539/002
Policy Period: 6/30/2003 to 6/30/2004
Currency: United States Dollars ($)
2
Covered Layer Limits: US$ 25,000,000 Per Claim
US$ 25,000,000 Annual Aggregate
Excess of
US$ 75,000,000 Per Claim
US$ 75,000,000 Annual Aggregate
Pending or Prior
Litigation Date: 6/30/2002
AWAC Participation of
Covered Layer Limits: 100.00%
AWAC Limits: US$ 25,000,000
AWAC Premium: US$ 970,000
Commission: 12.00%
Binder Expiry Date: 30 days after date listed on page 1.
Applicable Endorsements:
Follow form: a) Company: Ace Bermuda (2nd excess)
b) Policy No.: TBD
c) Policy Period: 6/30/2003 to 6/30/2004
d) Policy Limits:
US$ 25,000,000 Per Claim
US$ 25,000,000 Annual Aggregate
e) Premium: US$ 1,100,000
f) Policy Form: D&O 5/96
g) Endorsements: Follow the primary binder
on endorsements
Endorsements AWAC will not follow:
1. State Amendatory, Choice of Law, or Arbitration
Endorsements;
2. Underlying sub-limits, however we will recognize
erosion
TERMS AND CONDITIONS:
1. This binder is strictly conditioned upon no material change in the risk
occurring between the date of this letter and the inception date of the
policy period listed on page one (including any claim or notice of
circumstances which may be reasonably expected to give rise to a claim
under any policy of which the policy being proposed by this letter is a
renewal, replacement or excess of). In the event of such change in risk,
the Insurer may at its sole discretion, whether or not this binder has
already been accepted by the Insured, modify and/or withdraw this binder.
2. In the event any underlying policy contains terms and conditions more
restrictive than the followed policy, then the Insurer's coverage shall
under no circumstances be broader than the most restrictive terms and
conditions contained in the followed policy or any underlying policy.
(Premium Payment)
3. Binding is subject to payment of premium on or before 15 calendar days
after the inception of the policy period listed on page one or the policy
will be cancelled automatically retroactively to the inception date.
(Taxes)
4. With respect to United Kingdom Insurance Premium Tax, any tax due is
payable by the Insured, but collection is required by the Insurer as its
agent. We are unable to determine what UKIPT, if any, is due. Please
complete the UKIPT questionnaire and return to us prior to binding the
insurance contract. If we do not receive same, the Insured shall be
responsible to the United Kingdom authorities for any UKIPT monies and
penalties due.
5. The premium payable to the insurer does not include any amount with respect
to insurance premium taxes or excise taxes. Under the terms of the
proposal, it is the obligation of the Insured to be liable for and pay any
insurance premium taxes or excise taxes either itself or through its
broker. Allied World Assurance Company, Ltd. will be indemnified and fully
reimbursed by the Insured for the premium taxes (and costs associated with
collection, including legal costs) in the event the insured or its broker
fails to pay.
(Extended Reporting Period)
6. Unless specifically stated otherwise in the comments section of this
document, the Extended Reporting Period will be 150% of the annual premium
for 12 months. This cost of discovery, as a percentage of the annual
premium, shall in no event be less than the highest percentage of any
underlying policy.