EXHIBIT (99-9)
Directors and Officers (Eighth) Liability Binder of Insurance
FACSIMILE MESSAGE
To: Jerry Rivers Fax No: 295-4622
Company: Park (Bermuda) Limited Location: Hamilton
Date: July 22, 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 including
Company Reimbursement Liability
Our Reference: 15-4
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
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USD 15,000,000 D+O/CR USD 175,000,000 D+O/CR USD 374,500
COVERAGE BINDER FOR: THE PROCTER & GAMBLE COMPANY PAGE: 2
SPECIAL CONDITIONS
A) X.L. coverage to follow form of: ACE, as per their 7/1/03 binder.
B) Issue standard X.L. Policy: D+O-005, plus the following endorsements:
(1) Unilateral Discover Period: 12 months at 150 percent annual
premium.
(2) Cancellation period: as per CODA
(3) Policy Interpretation Endorsement
(4) Prior/Pending Litigation Exclusion effective: 6/30/02. XL is
willing to amend this exclusion to solely apply to sides B & C of
the policy with an effective date of 6/30/01, upon confirmation
that all other markets have agreed to do so.
(5) Incorporation of Application Endorsement
(6) 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.
C) Underlying Policies:
CODA (side A): $25MM
XL (side A): $25MM xs $25MM
ACE (side A/B/C): $25MM xs $50MM
AWAC (side A/B/C): $25MM xs $75MM
ARCH (side A/B/C): $25MM xs $100MM
Starr (side A/B/C): $25MM xs $125MM
Axis (side A/B/C): $25MM xs $150MM
D) Subject to premium payment within 10 days of binding.
COVERAGE BINDER FOR: THE PROCTER & GAMBLE COMPANY PAGE: 3
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/ SHERRON WILLIAMS
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Sherron Williams
XL Insurance (Bermuda) Ltd.