Exhibit (99.5)
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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-7574D
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 6/30/94-97
Excess Policies X.L. XLD&O-00364-94 $25M 6/30/94-95
A.C.E. PG-7331D $45M 6/30/94-95
STARR 700029 $50M 6/30/94-95
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, 1994
To 12:01 A.M. JUNE 30, 1995
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-7331D
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: January 23, 1995 /s/PATRICK D. TANNOCK
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, 1994
All other terms and conditions remain unchanged.
This endorsement is attached to and made a part of Policy No. PG-7574D of
A.C.E. INSURANCE COMPANY, LTD.
Issued to: THE PROCTER & GAMBLE COMPANY/OFFICERS OF OPERATING UNITS OF
PROCTER & GAMBLE COMPANY
Date of Issue: January 23, 1995
By /s/PATRICK D. TANNOCK
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, 1994.
All other terms and conditions remain unchanged.
This endorsement is attached to and made a part of Policy No. PG-7574D
of A.C.E. INSURANCE COMPANY, LTD.
Issued to: THE PROCTER & GAMBLE COMPANY/OFFICERS OF OPERATING UNITS OF
PROCTER & GAMBLE COMPANY
Date of Issue: January 23, 1995
End. No. 2 By /s/PATRICK D. TANNOCK
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, 1994
All other terms and conditions remain unchanged.
This endorsement is attached to and made a part of Policy No. PG-7574D
of A.C.E. INSURANCE COMPANY, LTD.
Issued to: THE PROCTER & GAMBLE COMPANY/OFFICERS OF OPERATING UNITS OF
PROCTER & GAMBLE COMPANY
Date of Issue: January 23, 1995
End No. 3 By /s/PATRICK D. TANNOCK
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, 1994
All other terms and conditions remain unchanged.
This endorsement is attached to and made a part of Policy No. PG-7574D
of A.C.E. INSURANCE COMPANY, LTD.
Issued to: THE PROCTER & GAMBLE COMPANY/OFFICERS OF OPERATING UNITS OF
PROCTER & GAMBLE COMPANY
Date of Issue: JANUARY 23, 1995
End No. 4 By /s/PATRICK D. TANNOCK
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, 1994
All other terms and conditions remain unchanged.
This endorsement is attached to and made a part of Policy No. PG-7574D
of A.C.E. INSURANCE COMPANY, LTD.
Issued to: THE PROCTER & GAMBLE COMPANY/OFFICERS OF OPERATING UNITS OF
PROCTER & GAMBLE COMPANY
Date of Issue: JANUARY 23, 1995
End No. 5 By /s/PATRICK D. TANNOCK
AUTHORISED REPRESENTATIVE