EXHIBIT (99-4)
Directors and Officers (Third) Liability Binder of Insurance
Fax Transmission
BINDER
[ACE BERMUDA LOGO] Ace Bermuda P.O. Box 1015
Insurance Ltd. Hamilton HM DX
ACE Global Headquarters Bermuda
17 Woodbourne Avenue
ace bermuda Hamilton HM 08 441 295-5200 main
Bermuda www.acelimited.com
To: From:
Paul Scope Patrick Tannock
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Company: Fax:
H&H Park International 441-292-2514
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Department: Tel:
441-299-9239
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Fax: Date:
295 4622 July 1, 2003
Re: Pages including cover:
Procter & Gamble 2
ACE Bermuda Insurance Ltd. is pleased to provide a provisional D&O binder as
follows:
Policy Period: June 30th, 2003 to June 30th, 2004
Limit of Liability: $25M D&O / C.R.
Attachment: $50M
Aggregate: $25M
Premium: 1,100,000
UNDERLYING STRUCTURE:
NAME: LIMITS:
D&O C.R.
CODA $25M 0/0/$50M e.e.
XL $25M
SPECIAL CONDITIONS:
1. Followed Policy is CODA
2. Discovery Period & Pct: as per followed policy.
3. Cancellation Period: as per followed policy.
4. Coverage is as follows:
- D&O/C.R. 100% Allocation
5. Binding is subject to receipt, review and acceptance of the following:
- Copy of underlying binders
- A satisfactory completed Assignment Letter, assigning CODA Renewal
Application to ACE Bermuda
[ACE BERMUDA LOGO]
ace Bermuda
6. Binder is subject to no layer above our participation at a premium which
attracts a higher rate per million.
7. Cover will be issued on Policy Form D&O 03/00.
8. Unless otherwise agreed to prior to the premium due date, ACE requires
payment of 88% of the above quoted premiums, no later than July 11, 2003.
9. Endorsements to be included:
a. Unilateral Discovery Period, 12 months at 150%
b. Cancellation Period: As per CODA
c. Prior/Pending Litigation Exclusion effective: 6/30/01 for side B & C
cover
d. Incorporation of Application endorsement
e. Incorporation of Warranty endorsement as per the expiring XL
endorsement No. 10
f. 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.
g. ACE will amend section (a)(i) of the XL expiring endorsement No. 2 as
per the specimen wording attached.
h. Broad form pollution and broad form BI/PD exclusions as per expiring
XL endorsements No. 3 & 4
i. New SIR wording, as per Item 3(a) of the attached specimen wording
j. Directors and Officers Coverage Endorsement as per the XL expiring
endorsement No. 8
k. Amendment of section (a)(i) of the Policy Termination Endorsement
10. Please note that for regulatory reasons all payments relating to U.S. based
insureds must be transacted through a resident Bermuda broker.
We reserve the right to withdraw or modify the foregoing quotation and/or
agreement to renew coverage if prior to the effective date of the coverage
renewal any information or answers contained in your application or other
factors material to the risk to be insured change. This right of withdrawal or
modification shall not be affected by the payment of the premium, which shall be
refunded (without interest) to the extent coverage is not renewed.
Best regards,
/s/ PATRICK TANNOCK
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Patrick Tannock
Ace Bermuda Insurance Ltd.
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