Arch Insurance (bermuda) Is Pleased To Bind As Follows: - PROCTER & GAMBLE CO - 9-9-2004 by PG-Agreements

VIEWS: 115 PAGES: 16

									                     EXHIBIT (99-6)

Directors and Officers (Fifth) Liability Binder of Insurance
COMPANY: Arch Insurance (Bermuda) Victoria Hall, 4th Floor 11 Victoria Street P.O. Box HM 129
Hamilton HM AX Bermuda

Arch Insurance (Bermuda) is pleased to bind as follows:

                       Insured:                        The Procter & Gamble Company

                       Policy Form:                    Arch Reinsurance Ltd Follow Form

                       Coverage:                       Excess D&O

                       Policy Period:                  June 30, 2004 to June 30, 2005

                       Policy Limits:                  $25,000,000

                       Policy Attachment:              $100,000,000

                       Premium:                        $758,625

                       Commission:                     12%




Underlying Program:

                             INSURER                                        LAYER
                             -------                                        -----
                             CODA (Side A only)                         $25,000,000
                             XL (follow form CODA)                      $25M x/s $25M
                             Ace Bermuda*                               $25M x/s $50M
                             AWAC*                                      $25M x/s $75M




*A & B D&O coverage

Policy Number: B4-DOX-01824-02

TO THE EXTENT THAT THE UNDERLYING POLICIES HAVE THE FOLLOWING FEATURES,
ARCH WILL NOT FOLLOW:

1. Sublimits in the underlying policies although we will recognize erosion.

2. State Amendatories.

3. Service of Suit Conditions.

4. Panel Counsel Endorsements.

SPECIAL CONDITIONS:

1. Followed policy is Ace Bermuda.

2. Arch will provide cover no wider than the narrowest underlying policy.

3. Pending and Prior Litigation date: as expiring.

4. Discovery: 12 months at 150%.

5. Cancellation: as per followed policy.
6. New York Law and London Arbitration.

7. No carrier in any layer excess of Arch Insurance (Bermuda) is to receive a higher rate per million or more
advantageous terms and conditions. This is to be confirmed prior to binding.

SUBJECTIVITIES:

This binder is subject to the receipt, review and acceptance of the following items in the time specified or
coverage is cancelled ab initio:

1. Copies of final, signed underlying binders, within 5 days of binding.

2. Resolution of Special Condition No. 7, prior to binding.

3. Receipt by Arch Insurance (Bermuda) of the net premium will be required within 10 days of binding.

The premium does not include any amount for I.P.T. or for any other taxes or similar charges. These are in
addition to the premium and are the responsibility of the Insured to pay.

Yours sincerely,

                                         /s/ MATT SMITH
                                         ----------------------------
                                         Matt Smith
                     EXHIBIT (99-7)

Directors and Officers (Sixth) Liability Binder of Insurance
COMPANY: Starr Excess International American International Building 29 Richmond Road Pembroke HM 08
Bermuda

POLICY NUMBER: 6461464

        Date:                                   June 29, 2004
        Contact:                                Mark Simons
        Brokerage:                              Park Limited

        Named Corporation:                      Procter & Gamble
        Address:                                One Procter & Gamble Plaza, Cincinnati, OH
                                                45202
        State of Incorporation:                 Ohio
        Policy Period:                          From: June 30, 2004 To: June 30, 2005
        Prior Acts Date:                        N/A
        Prior & Pending Litigation Date:        June 30, 2001
        Prior Notice Date:                      June 30, 2004
        Type of Coverage:                       Excess Directors and Officers Liabilities
        Policy Form:                            STARR DO (07/00) shortform
        Aggregate Policy Limits:                $25,000,000 (inclusive of defense costs)
        Excess of Total Underlying
           Aggregate Limit:                     $125,000,000
        Policy Premium:                         $645,000
        Brokerage Commission:                   12%
        Currency:                               US Dollars
        Policy Cancellation Period:             Same amount of days as per expiring
        Extended Discovery Period:              365 Days
        Extended Discovery Premium:             150%

        Attaching Endorsements:                 100.01   Non-follow form of underlying
                                                         sublimits with recognition of
                                                         erosion;
                                                101.02   Non-follow form of State
                                                         Amendatory, Panel Counsel, Choice
                                                         of Law, Service of Suit, or
                                                         Arbitration Endorsements
                                                129.03   Prior Notice Exclusion;
                                                145.03   Prior & Pending Litigation
                                                         Exclusion
                                                171.01   More Restrictive Underlying Terms

        UNDERLYING CARRIERS

        Followed Policy:

                  Company:                      CODA
                  Policy No:                    TBA
                  Policy Period:                June 30, 2004 to June 30, 2005
                  Policy Limits:                $25,000,000
                               Policy Premium:                     $985,000
                               Policy Form:                        CODA Premier 01 ED 10/000




Underlying Policies:

                      CODA       $25,000,000                           Primary
                      XL         $25,000,000                           Excess of   $25,000,000
                      Ace        $25,000,000                           Excess of   $50,000,000
                      AWAC       $25,000,000                           Excess of   $75,000,000
                      Arch       $25,000,000                           Excess of   $100,000,000




SUBJECTIVITES - THE ABOVE IS SUBJECT TO RECEIPT, REVIEW & ACCEPTANCE OF THE
FOLLOWING ITEMS:

1. Copies of all underlying binders within five (5) days of binding;

2. Completion of the UKIPT Form

3. Copies of any information requested by or provided to any program participant within thirty days of binding;

4. Payment of premium within ten (10) days of binding;

5. Copies of all underlying policies, as soon as available

TERMS AND CONDITIONS

1. Binders are subject to confirmation that any excess follow form layer does not attract a higher premium per
million than Starr's lower layer except where the excess policy provides Difference in Conditions coverage.

2. All other terms and conditions are as per Starr's Excess Liability Policy Form STARR DO (07/00) shortform
and endorsements referenced above.

3. The above binder does not include any amount with respect to Insurance Premium Tax. The terms of our
proposal include the obligation of the Insured to reimburse Starr for any Insurance Premium Tax incurred by it
with respect to the premiums received from the Insured. We require this information no later than thirty (30) days
after binding.

4. As respects UKWT, we are unable to determine what UKIPT, if any, is due. Please have the enclosed
UKIPT Questionnaire completed and returned to Starr Excess within thirty (30) days of binding. If we do not
receive same, the Insured shall be responsible to the UK authorities for any UXIPT monies and penalties due.

5. Please advise your client that we cannot release policy documentation without receipt of the required signed
Followed Policy. If we do not have a signed and completed policy we will not issue our policy documentation.
Once the Followed Policy is received, our policy will be issued as soon as possible. In addition, please note and
inform your client that the provisions of this binder and the subsequent binding contract require copies of all
underlying policies and applicable endorsements to be supplied to this office.

6. 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 any Underlying Policy.
7. Terrorism Coverage has not been selected by the Insured.

8. This binder is a statement concerning the above insurance as of the date of the issuance of this binder. This
binder is subject to policy conditions of any binder(s)/policy(ies) which may be issued by Starr Excess
International Liability Insurance Company Ltd. and shall be automatically cancelled and superceded by such
binder(s)/policy(ies) upon issuance.

9. Except to such extent as may otherwise be provided herein, the coverage of this binder is limited generally to
liability for only those claims that are first made against the insureds during the policy period and reported in
writing to the insurer pursuant to the terms of this binder. Please read the documentation carefully and discuss the
coverage thereunder with your client.

10. The limit of liability available to pay judgments or settlements shall be reduced by amounts incurred for legal
defense. Amounts incurred for legal defense shall be applied against the retention amount. Additionally, the
insurer does not assume any duty to defend.

Yours sincerely,

                                  /s/ ADAM KLEINMAN
                                  ----------------------------------------
                                  Adam Kleinman
                                  Vice President
                                  Financial Lines
                      EXHIBIT (99-8)

Directors and Officers (Seventh) Liability Binder of Insurance
COMPANY: Axis Specialty Limited 106 Pitts Bay Road
Pembroke, HM 08 Bermuda

                INSURER:                              Axis Specialty Limited Bermuda

                PARENT COMPANY AND ADDRESS:           The Procter & Gamble Company
                                                      One Procter & Gamble Plaza
                                                      Cincinnati, OH, 45202
                                                      USA

                BINDER NUMBER:                  PARK000021
                POLICY NUMBER:                  1126350104QA

                POLICY FORM:                    Excess Form Number AXIS BM03
                LINE OF BUSINESS:               Directors and Officers Liability Insurance




POLICY PERIOD:

From 12:01 AM (Local time at the address stated in Item 1) on 30 June, 2004 To 12:01 AM (Local time at the
address stated in Item 1) on 30 June, 2005

LIMITS/PREMIUM:

            Limit of Liability -                        Excess of        Policy Period Premium
            Inclusive of Defense Costs
            $25M EACH CLAIM;                             $150M                 $548,250*
            $25M POLICY AGGREGATE




*Plus any applicable surplus lines taxes and fees

UNDERLYING INSURANCE:

1. Primary Policy

          INSURER                        LIMITS            PREMIUM         POLICY PERIOD
          -------                        ------            -------         -------------
          CODA - Side A                $25,000,000         $985,000    30-June-04 to 30-June-05




2. Other Underlying Policies

                Insurer                                Limits                     Premium
                XL - Side A                          $25m xs $25m                $738,750
                ACE                                  $25m xs $50m                $1,050,000
                AWAC                                 $25m xs $75m                $892,500
                 ARCH                                  $25m xs $100m                      $758,625
                 Starr                                 $25m xs $125m                      $645,000




PENDING & PRIOR CLAIM DATE: As expiring

ENDORSEMENTS EFFECTIVE AT INCEPTION:

- Schedule of Underlying

- Reliance endorsement

- Prior Notice

- Unilateral Discovery 1 year @ 150%

- Followed Policy is ACE Bermuda

COMMISSION PAYABLE IS 12%

Receipt, review and acceptance in writing by Axis Specialty Limited underwriters of the following additional
information:

1. Copy of Underlying Policies as soon as possible

If any of the above requested Items are not received, reviewed, and accepted by Axis Specialty Limited
underwriters, and acknowledge as such in writing, by the above specified date then this Conditional Binder and
any policy issued pursuant thereto will be automatically deemed null and void ab initio (as if it had never existed)
and have no effect. The payment of premium or the issuance of any policy shall not serve to waive the above
requirements.

Further, a condition precedent to coverage afforded by this Conditional Binder is that no material change in the
risk occurs and no submission is made to the Insurer of a claim or circumstances that might give rise to a claim
between the date of this Conditional Binder and the inception of the proposed Policy Period.

Compliance with applicable laws including filings and payment of taxes and fees is the responsibility of the
insured, the Insurance agent or Insurance broker.

Premiums must be remitted thirty (30) days after the issuance of this binder.

This Conditional Binder is valid thru ninety (90) days from the date of this document.

AXIS PAYMENT TERMS - As a reminder, premium payments to AXIS Specialty Limited are due 30 days
after the issuance of this binder.

Best Regards,

                                         /s/ HILLARY WILLIAMS
                                         -----------------------------
                                         Hillary Williams
                                         Senior Vice President
                                         AXIS Specialty Limited
                      EXHIBIT (99-9)

Directors and Officers (Eighth) Liability Binder of Insurance
COMPANY: XL Insurance (Bermuda) Ltd.
XL House
One Bermudiana Road
P.O. Box HM 2245
Hamilton HM JX
Bermuda

                COVERAGE BINDER FOR:            The Procter & Gamble Company

                TYPE:                           Directors and Officers Liability including
                                                Company Reimbursement Liability

                OUR REFERENCE:                  16-2

                POLICY NO:                      XLD+O-00364

                POLICY PERIOD:                  June 30, 2004 to June 30, 2005

                BROKERAGE:                      12.00%

                NEW AGGREGATE:                  Yes



                                                                   GROSS WRITTEN
          LIMIT                        ATTACHMENT                     PREMIUM
          --------------------------------------------------------------------------------
          USD 10,000,000 D+O/CR        USD 175,000,000 D+O/CR       USD 180,000




SPECIAL CONDITIONS

A) XL coverage to follow form of: ACE, as per their 06/29/04 binder.

B) Issue standard XL Policy: D+O-005; XL Policy No. XLDCR-00364-04.

Plus the following endorsements:

1) Unilateral Discovery Period: 12 months at 150 percent annual premium.

2) Cancellation period: as per ACE.

3) Policy Interpretation Endorsement

4) Prior/Pending Litigation Exclusion effective: 06/30/02

5) Incorporation of Application Endorsement

6) Incorporation of Warranty Endorsement
7) Reliance Endorsement

8) Incorporation of Underlying Terms Endorsement

C) Underlying Policies:

                                         CODA:          $25m (A only)
                                         XL:            $25m (A only)
                                         ACE:           $25m
                                         AWAC:          $25m
                                         Arch:          $25m
                                         Starr:         $25m
                                         Axis:          $25m




D) Within 10 days of binding we require satisfactory receipt, review and acceptance of the following:

i) A copy of all underlying binders.

E) Subject to premium payment within 10 days of binding.

STANDARD CONDITIONS

1) The above binder does not include any amount with respect to Insurance Premium Tax. The terms of this
binder include the obligation of the insured to reimburse XL for any Insurance Premium Tax incurred by it with
respect to the premiums received from the insured.

All terms and conditions as per wording of Policy and appropriate endorsements.

Regards,

                                  /s/ MARGARET LEWIS
                                  ----------------------------------------
                                  Margaret Lewis
                                  XL Insurance (Bermuda) Ltd.
                     EXHIBIT (99-10)

Directors and Officers (Ninth) Liability Binder of Insurance
COMPANY: Max Re Managers Ltd.


                                                 2 Front Street
                                             P.O. Box HM 2565
                                           Hamilton HM KX Bermuda

Max Re is pleased to bind the following for the above reference client.

COVERAGE INFORMATION

          Type:                            Binder

          CLIENT INFORMATION

          Name:                            The Procter & Gamble Company

          Address:                         One Procter & Gamble Plaza
                                           Cincinnati, OH 45202

          POLICY INFORMATION

          Policy Form:                     Max Re Ltd Professional Liability Follow Form Excess

          Policy Number:                   4654-376-XSCLM-2004

          Policy Period:                   June 30th, 2004 - June 30th, 2005

          Limit of Liability:              $15,000,000 in the aggregate for the policy period.

          Policy Attachment:               $185,000,000 excess of the following schedule of




underlying insurance:

                            CODA                             $25M         Primary
                            XL                              $25.0M        $ 25.0M
                            ACE                             $25.0M        $ 50.0M
                            AWAC                            $25.0M        $ 75.0M
                            Arch                            $25.0M        $100.0M
                            Starr                           $25.0M        $125.0M
                            Axis                            $25.0M        $150.0M



                        Insured's Retention:          $50,000,000 each and every claim

                        Followed Policy:              ACE


                        PREMIUM INFORMATION

                        Premium:                      $260,000
               Commission:                     12%

               Payment Terms:                  Premium payment is due in full within 10 days of
                                               binding




SPECIAL CONDITIONS

1. Coverage disputes are referred to mandatory arbitration in London.

2. Policy follows most restrictive underlying coverage.

3. This policy does not follow form of sublimited coverages, but shall recognize erosion

SUBJECTIVITIES

1. Receipt of premium as per payment terms above. In the event net premiums of $228,800 are not received on
or before July 12th, 2004 this binder is void ab initio.

ENDORSEMENTS

1. Endorsement backdating prior and pending dates (please advise)

2. Reliance Endorsement

GENERAL CONDITIONS

1. Any and all taxes or fees incurred in the placement of the proposed insurance are the sole and exclusive
responsibility of the Insured, and it is acknowledged that Max Re has no payment or filing responsibilities of any
kind relating to such any taxes or fees.

2. All amounts are in United States Dollars unless otherwise indicated.

3 All subjectivities must be provided within 30 days (unless a different date is provided in the subjectivity) of the
date of this letter. If such subjectivities are not cleared by that time, then any policy bound may be cancelled ab
initio by the insurer.

4. All changes, modifications and extensions of this proposal shall be made only in writing by the underwriter.

Yours truly,

                                           /s/ JONATHAN EVANS
                                           --------------------------
                                           Jonathan Evans
                                           Professional Liability

								
To top