EXHIBIT (99-5)




          Directors and Officers (Fourth) Liability Binder of Insurance



[AWA LOGO]  ALLIED WORLD ASSURANCE COMPANY, LTD
The Bermuda Commercial Bank Building - 43 Victoria Street - Hamilton HM 12,
Bermuda - TEL 441-278-5400 - FAX 441-296-3428

                               BINDER CONFIRMATION

TO:                                             FROM:
Jerry Rivers                                    James Perry

COMPANY:                                        DATE:
Park (Bermuda) Ltd.                             7/9/2003

ADDRESS:                                        NO. OF PAGES: 4
         Bermuda

Insured Name:                  THE PROCTER & GAMBLE COMPANY
Insured Address:               One Procter & Gamble Plaza, Cincinnati, OH  45202

It is hereby understood and agreed that coverage is bound as follows:

Insurance Company:                Allied World Assurance Company Ltd.

Issuing Carrier:                  Allied World Assurance Company Ltd.

Underwriter:                      James Perry

Type of Insurance:                Directors and Officers (1/03) Excess Liability

Policy Form:                      Follow Form

AWAC Policy Form:                 D and O (1/03)

Policy Trigger:                   Claims Made

Policy Number:                    C000539/002

Policy Period:                    6/30/2003 to 6/30/2004

Currency:                         United States Dollars ($)


                                                                               2


Covered Layer Limits:               US$ 25,000,000            Per Claim
                                    US$ 25,000,000            Annual Aggregate

                                    Excess of

                                    US$ 75,000,000             Per Claim
                                    US$ 75,000,000             Annual Aggregate


Pending or Prior
Litigation Date:                    6/30/2002

AWAC Participation of
Covered Layer Limits:               100.00%

AWAC Limits:                        US$ 25,000,000

AWAC Premium:                       US$ 970,000

Commission:                         12.00%

Binder Expiry Date:                 30 days after date listed on page 1.

Applicable Endorsements:


Follow form:                        a) Company: Ace Bermuda (2nd excess)

                                    b) Policy No.: TBD

                                    c) Policy Period: 6/30/2003 to 6/30/2004

                                    d) Policy Limits:
                                    US$ 25,000,000        Per Claim
                                    US$ 25,000,000        Annual Aggregate

                                    e) Premium: US$  1,100,000

                                    f) Policy Form: D&O 5/96

                                    g) Endorsements: Follow the primary binder
                                       on endorsements

                                    Endorsements AWAC will not follow:



                    1.   State Amendatory, Choice of Law, or Arbitration
                         Endorsements;

                    2.   Underlying sub-limits, however we will recognize
                         erosion

TERMS AND CONDITIONS:

1.   This binder is strictly conditioned upon no material change in the risk
     occurring between the date of this letter and the inception date of the
     policy period listed on page one (including any claim or notice of
     circumstances which may be reasonably expected to give rise to a claim
     under any policy of which the policy being proposed by this letter is a
     renewal, replacement or excess of). In the event of such change in risk,
     the Insurer may at its sole discretion, whether or not this binder has
     already been accepted by the Insured, modify and/or withdraw this binder.

2.   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 the followed policy or any underlying policy.

(Premium Payment)
3.   Binding is subject to payment of premium on or before 15 calendar days
     after the inception of the policy period listed on page one or the policy
     will be cancelled automatically retroactively to the inception date.

(Taxes)
4.   With respect to United Kingdom Insurance Premium Tax, any tax due is
     payable by the Insured, but collection is required by the Insurer as its
     agent. We are unable to determine what UKIPT, if any, is due. Please
     complete the UKIPT questionnaire and return to us prior to binding the
     insurance contract. If we do not receive same, the Insured shall be
     responsible to the United Kingdom authorities for any UKIPT monies and
     penalties due.

5.   The premium payable to the insurer does not include any amount with respect
     to insurance premium taxes or excise taxes. Under the terms of the
     proposal, it is the obligation of the Insured to be liable for and pay any
     insurance premium taxes or excise taxes either itself or through its
     broker. Allied World Assurance Company, Ltd. will be indemnified and fully
     reimbursed by the Insured for the premium taxes (and costs associated with
     collection, including legal costs) in the event the insured or its broker
     fails to pay.

(Extended Reporting Period)
6.   Unless specifically stated otherwise in the comments section of this
     document, the Extended Reporting Period will be 150% of the annual premium
     for 12 months. This cost of discovery, as a percentage of the annual
     premium, shall in no event be less than the highest percentage of any
     underlying policy.