EXHIBIT (99-7)
Directors and Officers (Sixth) Liability Binder of Insurance
COMPANY: Starr Excess International
American International Building
29 Richmond Road
Pembroke HM 08
Bermuda
POLICY NUMBER: 6461464
Date: June 29, 2004
Contact: Mark Simons
Brokerage: Park Limited
Named Corporation: Procter & Gamble
Address: One Procter & Gamble Plaza, Cincinnati, OH
45202
State of Incorporation: Ohio
Policy Period: From: June 30, 2004 To: June 30, 2005
Prior Acts Date: N/A
Prior & Pending Litigation Date: June 30, 2001
Prior Notice Date: June 30, 2004
Type of Coverage: Excess Directors and Officers Liabilities
Policy Form: STARR DO (07/00) shortform
Aggregate Policy Limits: $25,000,000 (inclusive of defense costs)
Excess of Total Underlying
Aggregate Limit: $125,000,000
Policy Premium: $645,000
Brokerage Commission: 12%
Currency: US Dollars
Policy Cancellation Period: Same amount of days as per expiring
Extended Discovery Period: 365 Days
Extended Discovery Premium: 150%
Attaching Endorsements: 100.01 Non-follow form of underlying
sublimits with recognition of
erosion;
101.02 Non-follow form of State
Amendatory, Panel Counsel, Choice
of Law, Service of Suit, or
Arbitration Endorsements
129.03 Prior Notice Exclusion;
145.03 Prior & Pending Litigation
Exclusion
171.01 More Restrictive Underlying Terms
UNDERLYING CARRIERS
Followed Policy:
Company: CODA
Policy No: TBA
Policy Period: June 30, 2004 to June 30, 2005
Policy Limits: $25,000,000
Policy Premium: $985,000
Policy Form: CODA Premier 01 ED 10/000
Underlying Policies:
CODA $25,000,000 Primary
XL $25,000,000 Excess of $25,000,000
Ace $25,000,000 Excess of $50,000,000
AWAC $25,000,000 Excess of $75,000,000
Arch $25,000,000 Excess of $100,000,000
SUBJECTIVITES - THE ABOVE IS SUBJECT TO RECEIPT, REVIEW & ACCEPTANCE OF THE
FOLLOWING ITEMS:
1. Copies of all underlying binders within five (5) days of binding;
2. Completion of the UKIPT Form
3. Copies of any information requested by or provided to any program
participant within thirty days of binding;
4. Payment of premium within ten (10) days of binding;
5. Copies of all underlying policies, as soon as available
TERMS AND CONDITIONS
1. Binders are subject to confirmation that any excess follow form layer does
not attract a higher premium per million than Starr's lower layer except
where the excess policy provides Difference in Conditions coverage.
2. All other terms and conditions are as per Starr's Excess Liability Policy
Form STARR DO (07/00) shortform and endorsements referenced above.
3. The above binder does not include any amount with respect to Insurance
Premium Tax. The terms of our proposal include the obligation of the
Insured to reimburse Starr for any Insurance Premium Tax incurred by it
with respect to the premiums received from the Insured. We require this
information no later than thirty (30) days after binding.
4. As respects UKWT, we are unable to determine what UKIPT, if any, is due.
Please have the enclosed UKIPT Questionnaire completed and returned to
Starr Excess within thirty (30) days of binding. If we do not receive
same, the Insured shall be responsible to the UK authorities for any UXIPT
monies and penalties due.
5. Please advise your client that we cannot release policy documentation
without receipt of the required signed Followed Policy. If we do not have
a signed and completed policy we will not issue our policy documentation.
Once the Followed Policy is received, our policy will be issued as soon as
possible. In addition, please note and inform your client that the
provisions of this binder and the subsequent binding contract require
copies of all underlying policies and applicable endorsements to be
supplied to this office.
6. In the event any Underlying Policy contains terms and conditions more
restrictive than the Followed Policy, then the Insurer's coverage shall
under no circumstances be broader than the most restrictive terms and
conditions contained in any Underlying Policy.
7. Terrorism Coverage has not been selected by the Insured.
8. This binder is a statement concerning the above insurance as of the date
of the issuance of this binder. This binder is subject to policy
conditions of any binder(s)/policy(ies) which may be issued by Starr
Excess International Liability Insurance Company Ltd. and shall be
automatically cancelled and superceded by such binder(s)/policy(ies) upon
issuance.
9. Except to such extent as may otherwise be provided herein, the coverage of
this binder is limited generally to liability for only those claims that
are first made against the insureds during the policy period and reported
in writing to the insurer pursuant to the terms of this binder. Please
read the documentation carefully and discuss the coverage thereunder with
your client.
10. The limit of liability available to pay judgments or settlements shall be
reduced by amounts incurred for legal defense. Amounts incurred for legal
defense shall be applied against the retention amount. Additionally, the
insurer does not assume any duty to defend.
Yours sincerely,
/s/ ADAM KLEINMAN
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Adam Kleinman
Vice President
Financial Lines