EXHIBIT (99-6)
Directors and Officers (Fourth) Excess Liability Binder of Insurance
[CHUBB LOGO] CHUBB ATLANTIC INDEMNITY LTD.
Location: Belvedere Building, 69 Pitts Bay Road, Pambroke HM 08, Bermuda
Mailing: Suite 773, #48 Par-la-Ville Road, Hamilton HM 11, Bermuda
Phone: (441) 292-7343 - Facsimile: (441) 296-1726 - www.chubbatlantic.bm
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EXCESS DIRECTORS AND OFFICERS LIABILITY
BINDER
THIS CERTIFIES THAT pending the issuance of a Policy in the form described
below, Chubb Atlantic Indemnity Ltd., hereinafter called the Company, is binding
coverage described as follows:
1. INSURED The Procter & Gamble Company
Address: One P&G Plaza
Cincinnati, Ohio 45202
U.S.A.
2. PRODUCER H&H Park International Limited
Attn: Mr. Marty Svenson
Address: Bermuda Commercial Bank Building
44 Church Street, P O Box HM 2064
Hamilton HM HX
Bermuda
3. POLICY NO. (03) 3310-04-49
4. POLICY PERIOD
From: June 30, 2002 To: June 30, 2003
(12:01 a.m. Standard Time on both dates, at the address of the entity
stated in Item 1 this Binder)
5. TERM OF BINDER
Effective: June 30, 2002 Expires June 30, 2003
(12:01 a.m. Standard Time on both dates, at the address of the entity
stated in Item 1 this Binder)
6. ANNUAL PREMIUM $331,000
7. POLICY FORM NO./TYPE Chubb Atlantic Indemnity Ltd. Excess Follow
Form D&O policy
8. LIMIT OF LIABILITY $25,000,000 Annual Aggregate excess of
$100,000,000 Limit of Liability for the
Policy Period Excess of the Underlying
Insurance shown in Item 9
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9. UNDERLYING INSURANCE
CODA: Primary limit $25MM excess of $25MM side B & C Retention for
$420,000 Annual Premium
XL: $25MM Limit xs of $25MM Limit for $385,000 Annual Premium
ACE: $25MM Limit xs of $50MM Limit for $365,750 Annual Premium
AWAC: $25MM Limit xs of $75MM Limit for $348,000 Annual Premium
10. ENDORSEMENTS
(1) Following XL policy form wording;
(2) Pending or Prior Lit. Exclusion Date - June 30, 1994 with
respect to Side A Coverage only;
(3) Amended Limit of Liability;
(4) Bermuda Law & Arbitration wording;
(5) Pending and Prior Litigation exclusion as at June 30, 2001
with respect to Side B & C coverage.
Bermuda Law is the governing law under the Policy. Dispute resolution is by
binding arbitration held in Bermuda pursuant to the Bermuda Arbitration Act of
1993 and the UNCITRAL Arbitration Rules. Insured is responsible to pay the
self-procured/independently procured insurance tax and report the Policy (on the
prescribed forms) in the U.S. state(s) where the risk(s) is located. The policy
will only be delivered to either the Insured's Bermuda broker or directly to the
Insured while the Insured is physically present in Bermuda. All monetary amounts
expressed or referenced herein are in US Dollars.
11. THIS BINDER WILL NOT BE EXTENDED NOR WILL A POLICY BE ISSUED UNLESS THE
FOLLOWING CONDITIONS HAVE BEEN SATISFIED:
Receipt, review and acceptance of a signed warranty statement with
regard to Side B & C coverage and
Receipt of the binders for the underlying policies to be submitted to
Chubb Atlantic Indemnity Ltd.
THE TERMS AND CONDITIONS GIVEN ABOVE ARE SUBJECT TO CHANGE OR WITHDRAWAL BASED
UPON REVIEW OF THE ADDITIONAL INFORMATION REQUESTED.
It is expressly stipulated that except as otherwise provided herein the coverage
provided by this binder is subject to all of the terms and conditions of the
quotation letter of JUNE 18, 2002, and attachments thereto issued by the
Company.
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This binder may be cancelled at any time by the entity referred to in Item 1 by
giving written notice of cancellation to the Company. This binder may be
cancelled at any time by the Company upon ten (10) days written notice of
cancellation to the entity referred to in Item 1 or its agent. This binder shall
terminate automatically upon the expiration date shown above, or upon issuance
of the policy, whichever occurs first. A short rate premium charge will be made
for this binder unless the policy is issued by the Company and accepted by the
entity referred to above. The Company reserves the right to modify the policy's
terms and conditions upon underwriting review of any information received.
/s/ [ILLEGIBLE] July 11, 2002
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Authorized Representative Date