EXHIBIT (99-8)

         Directors and Officers (Seventh) Liability Binder of Insurance



COMPANY:           Axis Specialty Limited
                   106 Pitts Bay Road
                   Pembroke, HM 08 Bermuda

INSURER:                        Axis Specialty Limited Bermuda

PARENT COMPANY AND ADDRESS:     The Procter & Gamble Company
                                One Procter & Gamble Plaza
                                Cincinnati, OH, 45202
                                USA

BINDER NUMBER:             PARK000021
POLICY NUMBER:             1126350104QA

POLICY FORM:               Excess Form Number AXIS BM03
LINE OF BUSINESS:          Directors and Officers Liability Insurance

POLICY PERIOD:

From 12:01 AM (Local time at the address stated in Item 1) on      30 June, 2004
To 12:01 AM (Local time at the address stated in Item 1) on        30 June, 2005

LIMITS/PREMIUM:



Limit of Liability -                  Excess of         Policy Period Premium
Inclusive of Defense Costs
                                                  
$25M EACH CLAIM;                       $150M                  $548,250*
$25M POLICY AGGREGATE


*Plus any applicable surplus lines taxes and fees

UNDERLYING INSURANCE:

1.    Primary Policy



INSURER                   LIMITS          PREMIUM          POLICY PERIOD
- -------                   ------          -------          -------------
                                              
CODA - Side A           $25,000,000       $985,000     30-June-04 to 30-June-05


2.    Other Underlying Policies



Insurer                          Limits                      Premium
                                                      
XL - Side A                    $25m xs $25m                 $738,750
ACE                            $25m xs $50m                 $1,050,000
AWAC                           $25m xs $75m                 $892,500





                                                      
ARCH                           $25m xs $100m                $758,625
Starr                          $25m xs $125m                $645,000


PENDING & PRIOR CLAIM DATE: As expiring

ENDORSEMENTS EFFECTIVE AT INCEPTION:

      -     Schedule of Underlying

      -     Reliance endorsement

      -     Prior Notice

      -     Unilateral Discovery 1 year @ 150%

      -     Followed Policy is ACE Bermuda

COMMISSION PAYABLE IS 12%

Receipt, review and acceptance in writing by Axis Specialty Limited underwriters
of the following additional information:

      1. Copy of Underlying Policies as soon as possible

If any of the above requested Items are not received, reviewed, and accepted by
Axis Specialty Limited underwriters, and acknowledge as such in writing, by the
above specified date then this Conditional Binder and any policy issued pursuant
thereto will be automatically deemed null and void ab initio (as if it had never
existed) and have no effect. The payment of premium or the issuance of any
policy shall not serve to waive the above requirements.

Further, a condition precedent to coverage afforded by this Conditional Binder
is that no material change in the risk occurs and no submission is made to the
Insurer of a claim or circumstances that might give rise to a claim between the
date of this Conditional Binder and the inception of the proposed Policy Period.

Compliance with applicable laws including filings and payment of taxes and fees
is the responsibility of the insured, the Insurance agent or Insurance broker.

Premiums must be remitted thirty (30) days after the issuance of this binder.

This Conditional Binder is valid thru ninety (90) days from the date of this
document.

AXIS PAYMENT TERMS - As a reminder, premium payments to AXIS Specialty Limited
are due 30 days after the issuance of this binder.

Best Regards,

/s/ HILLARY WILLIAMS
- -----------------------------
Hillary Williams
Senior Vice President
AXIS Specialty Limited