EXHIBIT (99-3)
Directors and Officers (Second) Liability Binder of Insurance
FACSIMILE MESSAGE
To: Paul Scope Fax No: 295-4622
Company: Park (Bermuda) Limited Location: Hamilton
Date: July 2, 2003 Page: 1
From: Sherron Williams Telephone No: (441) 292-8515
Facsimile No: (441) 292-1566
3 Health Care / Consumer
[XL INSURANCE (BERMUDA) LTD. LOGO]
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
Our Reference: 15-3
Policy No: XLD+O-00364
Policy Period: June 30, 2003 to June 30, 2004
Brokerage: 12.00%
New Aggregate: Yes
Gross Written
Limit Attachment Premium
- --------------------------------------------------------------------------------
USD 25,000,000 D+O USD 25,000,000 D+O USD 788,000
Coverage Binder for: The Procter & Gamble Company Page 2
SPECIAL CONDITIONS:
A) X.L. coverage to follow form of CODA as per their 6/26/03.
B) Issue standard X.L. Policy: D+O-003B, plus the following endorsements:
1) Unilateral Discovery Period: 12 months at 150 percent annual
premium.
2) Cancellation period: As per CODA.
3) Incorporation of Application Endorsement.
4) Incorporation of Underlying Terms Endorsement, which is worded as
follows:
In consideration of the premium charged, it is hereby understood
and agreed that this Policy is issued in reliance upon all
statements and warranties made and information furnished to the
Insurer and to the issuers of the Underlying Insurance. It is
further agreed that there shall be no coverage under this Policy
for any claim, loss or other matter that is not covered, or is
excluded, by any underlying policy, other than by reason of the
exhaustion of the limits of such underlying policy.
7) XL will not follow form of CODA Section 8(a)(i), (b) and (c) and
section 18(b).
8) XL will amend section (a)(i) of our expiring endorsement 2 as per
item 3(b) of my 6/23/03 email. The remainder of the endorsement
will continue as is.
9) Directors and Officers endorsement as per expiring endorsement
#8.
10) XL will carry forward expiring endorsement #6.
C) Underlying Policies:
CODA $25 MM
D) Within 10 days of binding we require satisfactory receipt, review and
acceptance of a copy of the signed and dated CODA renewal application
and a satisfactorily completed assignment letter, assigning the CODA
renewal application to XL.
E) Subject to premium payment within 10 days of binding.