Directors and Officers Liability Policy - Procter & Gamble Co. and H & H Park International


                                CODA Premier(SM)
                        DIRECTORS AND OFFICERS LIABILITY

               Directors and Officers Liability Insurance Policy
                                   Issued by

                 CORPORATE OFFICERS & DIRECTORS ASSURANCE LTD.

This is a three-year policy with an automatic extension provision 
Please read this policy carefully.

This is a claims first made policy. Defense costs are included in
the limit of liability.

Words and phrases that appear below in all capital letters have the
special meanings set forth in Clause 2 (Definitions).

This POLICY shall constitute the entire contract between the
INSUREDS, the COMPANY, and the INSURER.


COMPANY

THE PROCTER AND GAMBLE COMPANY/THE PROCTER AND GAMBLE FUND/OFFICERS
OF OPERATING UNITS OF PROCTER AND GAMBLE COMPANY

POLICY No.

PG-106C

PRODUCER

H & H PARK INTERNATIONAL


Countersigned at Hamilton Bermuda on the 6th of JULY, 2001.

/s/ Mark Herman                            /s/ Jonathan Evans

President                                Authorised Representative



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                                  DECLARATIONS

                                                              Policy No: PG-106C

Item I      COMPANY:   THE PROCTER AND GAMBLE COMPANY/THE
                       PROCTER AND GAMBLE FUND/OFFICERS OF
                       OPERATING UNITS OF PROCTER AND GAMBLE COMPANY



            Principal Address:     ONE PROCTER & GAMBLE PLAZA
                                   CINCINNATI, OHIO 45202

Item II     POLICY PERIOD: From MARCH 15,1987 to JUNE 30, 2004
            12:01 a.m. Standard Time at the address of the Company stated
            above.

Item III    LIMIT OF LIABILITY: $25,000,000

            Aggregate LIMIT OF LIABILITY for all LOSS paid on behalf of all
            INSUREDS arising from all CLAIMS first made during each POLICY 
            YEAR.

Item IV     PREMIUM:     At inception of this POLICY YEAR: $325,000
                         (prepaid total for three years)

                         6/30/01-02       Year 1      $325,000
                         6/30/02-03       Year 2      $345,000 DEPOSIT PREMIUM
                         6/30/03-04       Year 3      $350,000 DEPOSIT PREMIUM


            At each anniversary thereafter: Subject to adjustment on each 
                                            anniversary date in accordance 
                                            with Clause 7 (Automatic Extension)
                                            of this POLICY

item V      NOTICE TO COMPANY:

            Any notice to the COMPANY or, except in accordance with Clause 17
            (Representation) of this POLICY, to the INSUREDS, shall be given or
            made to the individual listed above, if any, or otherwise to the
            individual designated in the APPLICATION, if any, or otherwise to
            the signer of the APPLICATION, and shall be given or made in
            accordance with Clause 16 (Notice) of this POLICY.

Item VI     NOTICE TO INSURER:

            Any notice to be given or payment to be made to the INSURER under
            this POLICY shall be given or made to CORPORATE OFFICERS & DIRECTORS ASSURANCE LTD., The ACE Building, 30 Woodbourne Avenue,
            Hamilton HM 08, Bermuda, Fax 441-295-5221, and shall be given or
            made in accordance with Clause 16 (Notice) of this POLICY.



            Endorsements 19 to 24 are made part of this POLICY at Policy
            Issuance.



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                               TABLE OF CONTENTS
Clause                                                                     Page

1.       Insuring Clause .................................................. 1

2.       Definitions ...................................................... 1

3.       Exclusions ........................................................3

4.       Appeals ...........................................................5

5.       Arbitration .......................................................5

6.       Assistance and Cooperation ........................................7

7.       Automatic Extension ...............................................8

8.       Cancellation ......................................................8

9.       Changes and Assignments ...........................................10

10.      Advancement of DEFENSE COSTS ......................................10

11.      Currency ..........................................................10

12.      Headings ..........................................................10

13.      INSUREDS' Reporting Duties ........................................10

14.      LOSS Provisions ...................................................11

15.      Other Insurance ...................................................11

16.      Notice ............................................................11

17.      Representation ....................................................11

18.      Severability ......................................................12

19.      Spousal Liability .................................................12

20.      Subrogation .......................................................12

21.      Acquisition, Creation or Disposition of a Subsidiary ..............13

22.      Bankruptcy ........................................................13


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                  DIRECTORS AND OFFICERS LIABILITY INSURANCE


In consideration of the payment of the premium and in reliance on all
statements made and information furnished by the COMPANY to the INSURER in the
APPLICATION, which is hereby made a part hereof, and subject to the foregoing
Declarations and to all other terms of this POLICY, the COMPANY, the INSUREDS,
and the INSURER agree as follows:

1.    INSURING CLAUSE

      The INSURER shall pay on behalf of the INSUREDS or any of them, any and
      all LOSS that the INSUREDS shall become legally obligated to pay by
      reason of any CLAIM or CLAIMS first made against the INSUREDS or any of
      them during the POLICY PERIOD, for any WRONGFUL ACTS that are actually or
      allegedly caused, committed, or attempted prior to the end of the POLICY
      PERIOD by the INSUREDS, not exceeding the LIMIT OF LIABILITY.

2.    DEFINITIONS

      (a)   "APPLICATION" shall mean the signed, written application for this
            POLICY and for any policy issued by the INSURER of which this
            POLICY is a direct or indirect renewal or replacement, including
            the schedules thereto and all supplementary information submitted
            in connection therewith, and all underwriting data submitted in
            connection with the automatic extension of this POLICY, all of
            which materials shall be deemed attached hereto, as if physically
            attached hereto, and incorporated herein.

      (b)   "CLAIM" shall mean:

            (1)   any demand or any civil or criminal judicial, administrative,
                  regulatory or arbitration proceeding or investigation against
                  any INSURED for a WRONGFUL ACT, including any appeal
                  therefrom; or

            (2)   written notice to the INSURER by the INSUREDS and/or the
                  COMPANY during the POLICY PERIOD describing circumstances
                  that may reasonably be expected to give rise to a CLAIM
                  described in subpart (b)(1) above being made against the
                  INSUREDS.

            Multiple demands, suits or proceedings arising out of the same
            WRONGFUL ACT shall be deemed to be a single CLAIM, which shall be
            treated as a CLAIM first made during the POLICY YEAR in which the
            first of such multiple demands, suits or proceedings is made
            against any INSURED or in which notice of circumstances relating
            thereto is first given in accordance with subpart (b) of Clause 14
            (Loss Provisions) below, whichever occurs first.


      (c)   "COMPANY' shall mean:

            (1)   the company shown in Item I of the Declarations;

            (2)   any company that prior to the starting date of the POLICY
                  PERIOD merged into or consolidated with the company shown in
                  Item I of the Declarations and was not the surviving entity;

            (3)   any SUBSIDIARY of either such company;






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            (4)   if covered in accordance with subpart (a) of Clause 21
                  (Acquisition, Creation or Disposition of a Subsidiary) below,
                  any other subsidiary;

            (5)   any foundation, charitable trust or political action
                  committee controlled by one or more organizations described
                  in (1) through (4) above; and

            (6)   any organization described in (1) through (5) above as a
                  debtor in possession under United States bankruptcy law or an
                  equivalent status under the law of any other country

      (d)   "DEFENSE COSTS" shall mean that portion of LOSS consisting of
            reasonable and necessary costs, charges, fees (including but not
            limited to attorneys' fees and experts' fees) and expenses incurred
            in the defense or investigation of a CLAIM and the premium for
            appeal, attachment or similar bonds, but shall not include wages,
            salaries, fees, benefits or office expenses of INSUREDS or
            employees of the COMPANY.

      (e)   "INSUREDS" shall mean one or more of the following:

            (1)   all persons who were, now are, or shall be duly elected or
                  appointed directors, trustees, officers, MANAGERS, in-house
                  general counsel, comptroller or risk manager of the COMPANY,
                  or with respect to any COMPANY chartered outside the United
                  States, the functional equivalent of any such executive;

            (2)   all other persons not described in (1) above who were, now
                  are, or shall be full-time or part-time employees of the
                  COMPANY, provided coverage for such other persons shall apply
                  only while the CLAIM against such other person is also made
                  against a person described in (1) above;

            (3)   all persons who were, now are, or shall be serving as
                  directors, officers, trustees, governors, partners or the
                  equivalent thereof for any NON-PROFIT OUTSIDE ENTITY if:

                  (i)   such activity is part of their duties regularly
                        assigned by the COMPANY, or

                  (ii)  they are a member of a class of persons so directed to
                        serve by the COMPANY; or

            (4)   the estates, heirs, legal representatives or assigns of
                  deceased INSUREDS and the legal representatives or assigns of
                  INSUREDS in the event of their incompetency, insolvency or
                  bankruptcy.

      (f)   "INSURER" shall mean Corporate Officers & Directors Assurance,
            Ltd., Hamilton, Bermuda.

      (g)   "LIMIT OF LIABILITY" shall mean the amount described in Item III of
            the Declarations. Regardless of the time of payment of LOSS by the
            INSURER, the LIMIT OF LIABILITY as stated in Item III of the
            Declarations shall be the maximum liability of the INSURER for all
            LOSS arising from all CLAIMS first made during each POLICY YEAR.
            DEFENSE COSTS shall be part of and not in addition to the LIMIT OF
            LIABILITY as stated in Item III of the Declarations, and payment by
            the INSURER of DEFENSE COSTS shall reduce the LIMIT OF LIABILITY.



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      (h)   "LOSS" shall mean any and all amounts that the INSUREDS are legally
            obligated to pay by reason of a CLAIM made against the INSUREDS for
            any WRONGFUL ACT, and shall include but not be limited to
            compensatory, exemplary, punitive and multiple damages, judgments,
            settlements, pre-judgment and post-judgment interest, and DEFENSE
            COSTS, providing always, however, LOSS shall not include taxes,
            fines or penalties imposed by law, or matters that may be deemed
            uninsurable under the law pursuant to which this POLICY shall be
            construed. ("Fines or penalties" do not include punitive,
            exemplary, or multiple damages).

      (i)   "MANAGERS" shall mean any one or more natural persons who were, now
            are or shall become a manager, member of the board of managers or
            equivalent executive of a COMPANY that is a limited liability
            company.

      (j)   "NON-PROFIT OUTSIDE ENTITY" shall mean any non-profit corporation,
            community chest, fund or foundation that is exempt from U.S.
            federal income tax as an organization described in Section 501
            (c)(3) of the Internal Revenue Code of 1986, as amended.

      (k)   "POLICY" shall mean this insurance policy, including the
            APPLICATION, the Declarations, and any endorsements hereto issued
            by the INSURER.

      (l)   "POLICY PERIOD" shall mean the period of time stated in Item II of
            the Declarations, as may be automatically extended in accordance
            with Clause 7 (Automatic Extension) below. If this POLICY is
            cancelled in accordance with subpart (b) of Clause 8 (Cancellation)
            below, the POLICY PERIOD shall end upon the effective date of such
            cancellation.

      (m)   "POLICY YEAR" shall mean a period of one year, within the POLICY
            PERIOD, commencing each year on the day and hour first named in
            Item II of the Declarations, or if the time between the inception
            date, or any anniversary date and the termination date of this
            POLICY is less than one year, then such lesser period.

      (n)   "SUBSIDIARY" shall mean any corporation or limited liability
            company in which more than 50% of the outstanding securities
            representing the present right to vote for election of directors or
            MANAGERS is owned, directly or indirectly, in any combination, by
            the COMPANY and/or by one or more of its SUBSIDIARIES, at the
            starting date of the POLICY PERIOD.

      (o)   "WRONGFUL ACT" shall mean any actual or alleged error,
            misstatement, misleading statement or act, omission, neglect, or
            breach of duty by the INSUREDS while acting, individually or
            collectively, in their capacities as INSUREDS, or any other matter
            claimed against them by reason of their serving in such capacities.

            All such errors, misstatements, misleading statements or acts,
            omissions, neglects or breaches of duty actually or allegedly
            caused, committed, or attempted by or claimed against one or more
            of the INSUREDS arising out of or relating to the same or series of
            related facts, circumstances, situations, transactions or events
            shall be deemed to be a single WRONGFUL ACT.

3.    EXCLUSIONS

      The INSURER shall not be liable to make any payment for LOSS in
      connection with that portion of any CLAIM made against the INSUREDS:



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      (a)   for which the COMPANY or, with respect to INSUREDS described in
            Clause 2(e)(3) above, the NON-PROFIT OUTSIDE ENTITY actually pays
            or indemnifies or is required or permitted to pay on behalf of or
            to indemnify the INSUREDS pursuant to the charter or other similar
            formative document or by-laws or written agreements of the COMPANY
            or the NON-PROFIT OUTSIDE ENTITY duly effective under applicable
            law, that determines and defines such rights of indemnity;
            provided, however, this exclusion shall not apply if:


            (1)   the COMPANY and the NON-PROFIT OUTSIDE ENTITY refuse to
                  indemnify or advance DEFENSE COSTS or other LOSS as required
                  or permitted, or are financially unable to indemnify; and

            (2)   the INSUREDS comply with Clause 20 (Subrogation) below;

      (b)   based upon or attributable to the INSUREDS having gained any
            personal profit to which they were not legally entitled if a
            judgment or other final adjudication adverse to the INSUREDS or any
            arbitration proceeding pursuant to Clause 5 (Arbitration) below
            establishes that the INSUREDS in fact gained any such personal
            profit; however, this exclusion shall not apply to defense costs;

      (c)   for the return by the INSUREDS of any improper or illegal
            remuneration paid in fact to the INSUREDS if it shall be determined
            by a judgment or other final adjudication adverse to the INSUREDS
            that such remuneration is improper or illegal or if such
            remuneration is to be repaid to the COMPANY under a settlement
            agreement; however, this exclusion shall not apply to defense
            costs;


      (d)   brought about or contributed to by the dishonesty of the INSUREDS
            if a judgment or other final adjudication adverse to the INSUREDS
            or any arbitration proceeding pursuant to Clause 5 (Arbitration)
            below establishes that acts of active and deliberate dishonesty
            committed by the INSUREDS with actual dishonest purpose and intent
            were material to the CLAIM; however, this exclusion shall not apply
            to defense costs;

      (e)   which is insured by any other existing valid policy or policies
            under which payment of the LOSS is actually made except in respect
            of any excess beyond the amounts of payments under such other
            policy or policies;

      (f)   for which the INSUREDS are indemnified by reason of having given
            notice of a CLAIM or of any circumstance which might give rise to a
            CLAIM under any policy or policies of which this POLICY is a
            renewal or replacement or which it may succeed in time;

      (g)   for emotional distress, mental anguish, bodily injury, sickness,
            disease, or death of any person, or for damage to or destruction of
            any tangible property, including the loss of use thereof; however,
            this exclusion shall not apply to:

            (1)   any CLAIM by securities holders of the COMPANY in their
                  capacity as such, including without limitation any
                  shareholder derivative or securities class action lawsuit;

            (2)   any CLAIM for emotional distress or mental anguish by any
                  former, current or prospective employee of the COMPANY based
                  upon or attributable to any actual or alleged
                  employment-related WRONGFUL ACT; or





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            (3)   any CLAIM for the actual or alleged discharge, dispersal,
                  release or escape of any solid, liquid, gaseous, or thermal
                  irritant, contaminant or other pollutant, provided any
                  coverage under this POLICY with respect to any such CLAIM
                  shall be specifically excess of the amount of coverage
                  available under any general liability, environmental
                  impairment or similar insurance policy with respect to such
                  CLAIM;

      (j)   by, on behalf of, at the behest of, or in the right of the COMPANY,
            if brought within the United States, Canada or their territories or
            possessions by or with the solicitation, approval, assistance or
            participation of two or more persons each of whom at the time such
            CLAIM is brought is the president, chief executive officer,
            MANAGER, chief financial officer, executive vice president or
            in-house general counsel of the COMPANY; however, this exclusion
            shall not apply if, between the starting date of the POLICY PERIOD
            and the date of the CLAIM, the COMPANY shall have undergone any of
            the events listed in subpart (a) of Clause 8 (Cancellation) or in
            Clause 22 (Bankruptcy) below, and the CLAIM is brought after the
            date of such event; or

      (i)   for any actual or alleged error, misstatement, misleading statement
            or act, omission, neglect or breach of duty by the INSUREDS while
            acting in their capacities as directors, officers, trustees,
            governors, partners, MANAGERS, employees or agents of any entity
            other than the COMPANY or by reason of their being directors,
            officers, trustees, governors, partners, MANAGERS, employees or
            agents of such other entity; however, this exclusion shall not
            apply with respect to any CLAIM for WRONGFUL ACTS by an INSURED
            serving a NON-PROFIT OUTSIDE ENTITY as described in Clause 2(e)(3)
            above.

      It is agreed that any fact pertaining to any INSURED shall not be imputed
      to any other INSURED for the purpose of determining the application of
      the Exclusions.

4.    APPEALS

      In the event the INSUREDS elect not to appeal a judgment, the INSURER may
      elect to make such appeal at its own expense, and shall be liable for any
      increased award, taxable costs and disbursements and any additional
      interest incidental to such appeal, to the extent such payments are not
      covered by other valid and collectible insurance.

5.    ARBITRATION

      (a)   My dispute, controversy or claim arising out of or relating to this
            POLICY or the breach, termination or invalidity thereof shall be
            finally and fully determined in London, England under the
            provisions of the Arbitration Acts of 1950, 1975, 1979 and 1996,
            and/or any statutory modifications or amendments thereto, for the
            time being in force, by a Board composed of three arbitrators to be
            selected for each controversy as follows:

                  Any party may, in the event of a dispute, controversy or
                  claim, notify the other party or parties to such dispute,
                  controversy or claim of its desire to arbitrate the matter,
                  and at the time of such notification the party desiring
                  arbitration shall notify the other party or parties of the
                  name of the arbitrator selected by it. The other party who
                  has been so notified shall within thirty (30) calendar days
                  thereafter select an arbitrator and notify the party desiring
                  arbitration of the name of such second arbitrator.





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                  If the party notified of a desire for arbitration shall fail
                  or refuse to nominate the second arbitrator within thirty
                  (30) calendar days following the receipt of such
                  notification, the party who first served notice of a desire
                  to arbitrate will, within an additional period of thirty (30)
                  calendar days, apply to a judge of the High Court of Justice
                  of England and Wales for the appointment of a second
                  arbitrator and in such a case the arbitrator appointed by
                  such a judge shall be deemed to have been nominated by the
                  party or parties who failed to select the second arbitrator.
                  The two arbitrators, chosen as above provided, shall within
                  thirty (30) calendar days after the appointment of the second
                  arbitrator choose a third arbitrator. In the event of the
                  failure of the first two arbitrators to agree on a third
                  arbitrator within said thirty (30) calendar day period,
                  either of the parties may within a period of thirty (30)
                  calendar days thereafter, after notice to the other party or
                  parties, apply to a judge of the High Court of Justice of
                  England and Wales for the appointment of a third arbitrator
                  and in such case the person so appointed shall be deemed and
                  shall act as a third arbitrator. Upon acceptance of the
                  appointment by said third arbitrator, the Board of
                  Arbitration for the controversy in question shall then be
                  deemed fixed. All claims, demands, denials of claims and
                  notices pursuant to this Clause 5 shall be given in
                  accordance with Clause 16 below.

      (b)   The Board of Arbitration shall fix, by a notice in writing to the
            parties involved, a reasonable time and place for the hearing and
            may prescribe reasonable rules and regulations governing the course
            and conduct of the arbitration proceeding, including, without
            limitation, discovery by the parties.

      (c)   This POLICY, and any dispute, controversy or claim arising out of
            or relating to this POLICY, shall be governed by and construed and
            enforced in accordance with the internal laws of the State of New
            York, except insofar as such laws: (i) may prohibit payment
            hereunder in respect of punitive damages; (ii) pertain to the
            procurement, issuance, delivery, renewal, nonrenewal or
            cancellation of policies of insurance or the regulation under New
            York Insurance Law, or regulations issued by the Insurance
            Department of the State of New York pursuant thereto, applying to
            insurers doing insurance business within the State of New York or
            as respects risks or insureds situated in the State of New York; or
            (iii) are inconsistent with any provisions of this POLICY.

            Notwithstanding anything herein to the contrary, the provisions,
            stipulations, exclusions and conditions of this POLICY are to be
            construed in an evenhanded fashion as between the parties. Without
            limitation, where the language of this POLICY is deemed to be
            ambiguous or otherwise unclear, the issue shall be resolved in the
            manner most consistent with the relevant provisions, stipulations,
            exclusions and conditions (without regard to authorship of the
            language, without any presumption or arbitrary interpretation or
            construction in favor of either the INSUREDS or the INSURER,
            without reference to the "reasonable expectations" of either
            thereof or to contra proferentem and without reference to parol or
            other extrinsic evidence). To the extent that New York law is
            inapplicable by virtue of any exception or proviso enumerated above
            or otherwise, and as respects any arbitration procedure pursuant to
            this Clause 5, the internal laws of England and Wales shall apply.





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      (d)   The Board of Arbitration shall, within ninety (90) calendar days
            following the conclusion of the hearing, render its decision on the
            matter or matters in controversy in writing and shall cause a copy
            thereof to be served on all the parties thereto, In case the Board
            of Arbitration fails to reach a unanimous decision, the decision of
            the majority of the members of said Board shall be deemed to be the
            decision of the Board and the same shall be final and binding on
            the parties thereto. Such decision shall be a complete defense to
            any attempted appeal or litigation of such decision in the absence
            of fraud or collusion. Without limiting the foregoing, the parties
            waive any right to appeal, an/or seek collateral review of the
            decision of the Board of Arbitration by any court or other body to
            the fullest extent permitted by applicable law.

      (e)   Any order as to the costs of arbitration shall be in the sole
            discretion of the Board of Arbitration, who may direct to whom and
            by whom and in what manner the costs, shall be paid.

      (f)   The INSURER and the INSUREDS agree that in the event that claims
            for indemnity or contribution are asserted in any action or
            proceeding against the INSURER by any of the INSUREDS' other
            insurers in any jurisdiction or forum other than that set forth in
            this Clause 5, the INSUREDS will in good faith take all reasonable
            steps requested by the INSURER to assist the INSURER in obtaining a
            dismissal of these claims (other than on the merits) and will,
            without limitation, undertake to the court or other tribunal to
            reduce any judgment or award against such other insurers to the
            extent that the court or tribunal determines that the INSURER would
            have been liable to such insurers for indemnity or contribution
            pursuant to this POLICY. The INSUREDS shall be entitled to assert
            claims against the INSURER for coverage under this POLICY,
            including, without limitation, for amounts by which the INSUREDS
            reduced its judgment against such other insurers in respect of such
            claims for indemnity or contribution, in an arbitration between the
            INSURER and the INSUREDS pursuant to this Clause 5 which
            arbitration may take place before, concurrently with and/or after
            the action or proceeding involving such other insurers; provided,
            however, that the INSURER in such arbitration in respect of such
            reduction of any judgment shall be entitled to raise any defenses
            under this POLICY and any other defenses (other than jurisdictional
            defenses) as it would have been entitled to raise in the action or
            proceeding with such insurers. No determination in any such action
            or proceeding involving such other insurers shall have collateral
            estoppel, res judicata or other issue preclusion or estoppel effect
            against the INSURER in such arbitration, irrespective of whether or
            not the INSURER remained a party to such action or proceeding.

6.    ASSISTANCE AND COOPERATION

      The INSURER has no duty to defend any CLAIM and shall not be called upon
      to assume charge of the investigation; settlement or defense of any
      CLAIM, but the INSURER shall have the right and shall be given the
      opportunity to associate with the INSUREDS and the COMPANY in the
      investigation,-settlement, defense and control of any CLAIM relative to
      any WRONGFUL ACT where the CLAIM is or may be covered in whole or in part
      by this POLICY. At all times, the INSUREDS and the COMPANY and the
      INSURER shall cooperate in the investigation, settlement and defense of
      such CLAIM. The failure of the COMPANY to assist and cooperate with the
      INSURER shall not impair the rights of the INSUREDS under this POLICY.
      The INSUREDS shall not settle or admit any liability with respect to any
      CLAIM which involves or appears reasonably likely to involve this POLICY
      without the INSURER'S consent, which shall not be unreasonably withheld.




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7.    AUTOMATIC EXTENSION

      Except in the event this POLICY is cancelled in whole or in part in
      accordance with Clause 8 (Cancellation) below, on each anniversary of
      this POLICY, upon submission of the extension application and payment of
      the charged premium, this POLICY shall automatically be continued to a
      date one year beyond its previously stated expiration date, unless
      written notice is given by the INSURER to the COMPANY, or by the COMPANY
      to the INSURER, that such POLICY extension is not desired. Such written
      notice may be given at any time prior to the anniversary of the POLICY,
      except that such notice by the INSURER to the COMPANY may be given only
      during the period commencing ninety (90) days and ending ten (10) days
      prior to such anniversary, in which case the POLICY shall automatically
      expire two years from such anniversary date. Such written notice shall be
      given by the INSURER to the COMPANY only if it is determined to be
      appropriate by the Chief Executive Officer, the Executive Vice President
      for Underwriting and the Executive Vice-President for Claims of ACE
      Limited.

      If the COMPANY or the INSURER gives written notice that the POLICY
      extension is not desired, the COMPANY shall pay on or before each of the
      two remaining anniversary dates the charged premium for the next
      succeeding POLICY YEAR, respectively, less a premium credit equal to the
      premium paid for years two and three of the POLICY as specified in Item
      IV of the Declarations Page. If any such premium credit exceeds the
      charged premium, the INSURER shall refund to the COMPANY the difference
      within ten days following such anniversary date. The premium charged on
      each anniversary of this POLICY shall be determined by the rating plan
      and by-laws of the INSURER in force at such anniversary date. If during
      any POLICY YEAR the INSURER announces amendments to this standard policy
      form which are generally applicable to all similar policies issued by the
      INSURER, such amendments shall be applicable to this POLICY as of the
      second anniversary following the POLICY YEAR in which the INSURER
      announced such amendments.

8.    CANCELLATION

      This POLICY shall not be subject to cancellation except as follows:

      (a)   In the event during the POLICY PERIOD:

            (1)   the company named in Item I of the Declarations shall merge
                  into or consolidate with another organization in which the
                  company named in Item I of the Declarations is not the
                  surviving entity, or

            (2)   any person or entity or group of persons and/or entitles
                  acting in concert shall acquire securities or voting rights
                  which results in ownership or voting control by such person
                  or entity or group of persons or entities of more than 50% of
                  the outstanding securities representing the present right to
                  vote for election of directors or MANAGERS of the company
                  named in Item I of the Declarations

            this POLICY shall remain in force until the later of:

            (i)   the third anniversary of such merger, consolidation or
                  acquisition if during the POLICY PERIOD the COMPANY or the
                  INSUREDS give notice to the INSURER of their desire to elect
                  such extension (no additional premium shall be required for
                  such extension),

            (ii)  any subsequent date to which the INSURER may agree by
                  endorsement, or






                                       8
   13

            (iii) termination of the POLICY PERIOD,

            but only with respect to CLAIMS for WRONGFUL ACTS actually or
            allegedly taking place before the effective date of said merger,
            consolidation or acquisition. If the POLICY remains in force beyond
            the period of time stated in Item II of the Declarations by reason
            of this Clause 8(a), the LIMIT OF LIABILITY for such extension is
            part of and not in addition to the LIMIT OF LIABILITY to the
            immediately preceding POLICY YEAR. All premiums paid or due at the
            time of said merger, consolidation or acquisition shall be fully
            earned and in no respect refundable.

      (b)   This POLICY may be cancelled by the INSURER upon granting of 365
            days written notice, providing such cancellation is determined to
            be appropriate by the Chief Executive Officer, the Executive Vice
            President for Underwriting and the Executive Vice President for
            Claims of ACE Limited. Payment or tender of any unearned premium by
            the INSURER shall not be a condition precedent to the effectiveness
            of cancellation, but return of the pro rata unearned premium shall
            be made as soon as practicable.

      (c)   In the event the charged premium for any POLICY YEAR is not paid as
            provided in Clause 7 (Automatic Extension), above, this POLICY
            shall not apply to any WRONGFUL ACTS actually or allegedly taking
            place after the anniversary date on which the additional premium
            was due; however, this POLICY shall remain in force for the
            remainder of the POLICY PERIOD as to CLAIMS first made during the
            POLICY PERIOD for WRONGFUL ACTS actually or allegedly caused,
            committed or attempted prior to such anniversary date. With respect
            to all CLAIMS first made after such anniversary date, one LIMIT OF
            LIABILITY shall apply for the remainder of the POLICY PERIOD. Such
            LIMIT OF LIABILITY shall be separate from the LIMIT OF LIABILITY
            provided during the POLICY YEAR immediately preceding such
            anniversary date. All premiums paid as of such anniversary date
            shall be fully earned and in no respect refundable.

9.    CHANGES AND ASSIGNMENTS

      The terms and conditions of this POLICY shall not be waived or changed,
      nor shall an assignment of interest under this POLICY be binding, except
      by an endorsement to this POLICY issued by the INSURER.

10.   ADVANCEMENT OF DEFENSE COSTS

      Except in those instances when the INSURER has denied liability for the
      CLAIM because of the application of one or more exclusions, or other
      coverage issues, if the COMPANY refuses or is financially unable to
      advance DEFENSE COSTS, the INSURER shall, upon request and if proper
      documentation accompanies the request, advance on behalf of the INSUREDS,
      or any of them, DEFENSE COSTS that they have incurred in connection with
      a CLAIM, prior to disposition of such CLAIM. In the event that the
      INSURER so advances DEFENSE COSTS and it is finally established that the
      INSURER has no liability hereunder, such INSUREDS on whose behalf
      advances have been made and the COMPANY, to the full extent legally
      permitted, agree to repay to the INSURER, upon demand, all monies
      advanced.

11.   CURRENCY

      All premium, limits, retentions, LOSS and other amounts under this POLICY
      are expressed and payable in the currency of the United States of
      America.





                                       9
   14


12.   HEADINGS

      The descriptions in the headings and sub-headings of this POLICY are
      inserted solely for convenience and do not constitute any part of the
      terms or conditions hereof.

13.   INSUREDS' REPORTING DUTIES

      The INSUREDS and/or the COMPANY shall give written notice to the INSURER
      of any of the following as soon as practicable after the in-house general
      counsel or risk manager of the COMPANY first learns thereof:

      (a)   any CLAIM described in subpart (b) (1) of Clause 2 (Definitions)
            above, which notice shall include the nature of the WRONGFUL ACT,
            the alleged injury, the names of the claimants, and the manner in
            which the INSUREDS or COMPANY first became aware of the CLAIM; or

      (b)   any event described in subpart (a) of Clause 8 (Cancellation)
            above,

      The INSUREDS and the COMPANY shall cooperate with the INSURER and give
      such additional information as the INSURER may reasonably require.

14.   LOSS PROVISIONS

      (a)   The time when a CLAIM shall be made for purposes of determining the
            application of Clause 1 (Insuring Clause) above shall be the date
            on which the CLAIM is first made against the INSURED.

      (b)   If during the POLICY PERIOD, the INSUREDS or the COMPANY shall
            become aware of any circumstances that are likely to give rise to a
            CLAIM being made against the INSUREDS and shall give written notice
            to the INSURER of the circumstances and the reasons for
            anticipating a CLAIM, with particulars as to dates and persons
            involved, then any CLAIM that is subsequently made against the
            INSUREDS arising out of such circumstances shall be treated as a
            CLAIM made during the first POLICY YEAR in which the INSUREDS or
            the COMPANY gave such notice.

      (c)   The COMPANY and the INSUREDS shall give the INSURER such
            information and cooperation as it may reasonably require and as
            shall be in the COMPANY'S and the lNSUREDS' power.


15.   OTHER INSURANCE

      Subject to subparts (e) and (f) of Clause 3 (Exclusions) above, if other
      valid and collectible insurance with any other insurer, whether such
      insurance is issued before, concurrent with, or after inception of this
      POLICY, is available to the INSUREDS covering a CLAIM also covered by
      this POLICY, other than insurance that is issued specifically as
      insurance in excess of the insurance afforded by this POLICY, this POLICY
      shall be in excess of and shall not contribute with such other insurance.
      Without limiting the foregoing, this POLICY is specifically excess of and
      shall not contribute with any insurance which is maintained by a
      NON-PROFIT OUTSIDE ENTITY and available to an INSURED. Nothing herein
      shall be construed to make this POLICY subject to the terms of other
      insurance.



                                      10
   15


16.   NOTICE

      All notices under any provision of this POLICY shall be in writing and
      given by prepaid express courier or electronic service properly addressed
      to the appropriate party at the respective addresses as shown in Items V
      and VI of the Declarations. Notice so given shall be deemed to be
      received and effective upon actual receipt thereof by the party or one
      day following the date such notice is sent, whichever is earlier. Notice
      to the INSURER of any CLAIM shall be directed to the attention of the
      INSURER's Claims Department. All other notices to the INSURER shall be
      directed to the attention of the INSURER's Underwriting Department.

17.   REPRESENTATION

      By acceptance of this POLICY, the company named in Item I of the
      Declarations agrees to represent the INSUREDS with respect to all matters
      under this POLICY, including, but not limited to, the giving and
      receiving of notice of CLAIM or cancellation or desire not to extend the
      POLICY, the payment of premiums, the receiving of LOSS payments and any
      return premiums that may become due under this POLICY, the requesting,
      receiving, and acceptance of any endorsement to this POLICY, and the
      submission of a dispute to arbitration. The INSUREDS agree that said
      company shall represent them but, for purposes of the investigation,
      defense, settlement, or appeal of any CLAIM, the INSUREDS who are named
      as defendants in the CLAIM may, upon their unanimous agreement and upon
      notice to the INSURER, replace said company with another agent to
      represent them with respect to the CLAIM, including giving and receiving
      of notice of CLAIM and other correspondence, the receiving of LOSS
      payments, and the submission of a dispute to arbitration.

18.   SEVERABILITY

      (a)   The APPLICATION for coverage shall be construed as a separate
            APPLICATION for coverage by each INSURED. With respect to the
            declarations and statements contained in such APPLICATION for
            coverage, no statement in the APPLICATION or knowledge possessed by
            any one INSURED shall be imputed to any other INSURED for the
            purpose of determining the availability of coverage with respect to
            CLAIMS made against any other INSURED.

            The acts, omissions, knowledge, or warranties of any INSURED shall
            not be imputed to any other INSURED with respect to the coverages
            applicable under this POLICY.

      (b)   This POLICY shall not be rescinded by the INSURER in whole or in
            part based upon the restatement of, or any misstatement or error
            in, any financial statements of the COMPANY contained within the
            APPLICATION.

      (c)   In the event that any provision of this POLICY shall be declared or
            deemed to be invalid or unenforceable under any applicable law,
            such invalidity or unenforceability shall not affect the validity or
            enforceability of the remaining portion of this POLICY.




                                      11
   16

19.   SPOUSAL LIABILITY

      If a CLAIM against an INSURED includes a claim against the INSURED'S
      lawful spouse solely by reason of (i) such spouse's status as a spouse of
      the INSURED, or (ii) such spouse's ownership interest in property which
      the claimant seeks as recovery for alleged WRONGFUL ACTS of the INSURED,
      all loss which such spouse becomes legally obligated to pay by reason of
      such CLAIM shall be treated for purposes of this POLICY as LOSS which the
      INSURED becomes legally obligated to pay by reason of the CLAIM made
      against the INSURED. Such spousal loss shall be covered under the POLICY
      only if and to the extent such loss would be covered if incurred by the
      INSURED.

      The coverage extension afforded by this Clause 19 does not apply to the
      extent such CLAIM alleges a wrongful act or omission by the INSURED's
      spouse.

20.   SUBROGATION

      In the event of any payment under this POLICY, the INSURER shall be
      subrogated to the extent of such payment to all the INSUREDS' rights of
      recovery, and the INSUREDS shall execute all papers reasonably required
      and shall take all reasonable actions that may be necessary to secure
      such rights including the execution of such documents necessary to enable
      the INSURER effectively to bring suit in the name of the INSUREDS,
      including but not limited to an action against the COMPANY for nonpayment
      of indemnity due and owing to the INSUREDS by the COMPANY.

21.   ACQUISITION, CREATION OR DISPOSITION OF A SUBSIDIARY

      (a)   Coverage shall apply to the INSUREDS of any subsidiary corporation
            or limited liability company in which more than 50% of the
            outstanding securities representing the present right to vote for
            election of directors or MANAGERS is owned, directly or indirectly,
            in any combination, by the COMPANY and/or one or more of its
            SUBSIDIARIES, and which is acquired or created after the inception
            of this POLICY, if written notice is given to the INSURER within
            sixty (60) days after the acquisition or creation, and any
            additional premium required by the INSURER is paid within thirty
            (30) days of the request therefor by the INSURER. The INSURER
            waives the obligation to provide notice and to pay any additional
            premium if the assets of such newly created or acquired company are
            not more than 15% of the total assets of the COMPANY or
            $500,000,000, whichever is less. The coverage provided for the
            INSUREDS of such new subsidiary shall be limited to CLAIMS for
            WRONGFUL ACTS actually or allegedly taking place subsequent to the
            date of acquisition or creation of the subsidiary.

      (b)   Coverage shall not apply to directors, MANAGERS, officers and
            employees of any subsidiary, including a SUBSIDIARY as defined in
            Clause 2 (Definitions) above, for CLAIMS for WRONGFUL ACTS actually
            or allegedly taking place subsequent to the date that the COMPANY
            and/or one or more of its SUBSIDIARIES, directly or indirectly, in
            any combination, ceases to own more than 50% of the outstanding
            securities representing the present right to vote for election of
            directors or MANAGERS in such subsidiary.







                                      12


   17


22.   BANKRUPTCY

      In the event a liquidation or reorganization proceeding is commenced by
      or against a COMPANY pursuant to the United States Bankruptcy Code, as
      amended, or any similar state or local law, the COMPANY and the INSUREDS
      hereby (i) waive and release any automatic stay or injunction which may
      apply in such proceeding to this POLICY or its proceeds under such
      Bankruptcy Code or law, and (ii) agree not to oppose or object to any
      efforts by the INSURER, the COMPANY or any INSURED to obtain relief from
      any such stay or injunction.

      In the event the COMPANY becomes a debtor in possession under the United
      States Bankruptcy Code or an equivalent status under the law of any other
      country and the aggregate LOSS due under this POLICY exceeds the
      remaining available LIMIT OF LIABILITY, the INSURER shall:

      (a)   first pay such LOSS allocable to WRONGFUL ACTS that are actually or
            allegedly caused, committed, or attempted prior to the COMPANY
            becoming a debtor in possession, then

      (b)   with respect to whatever remaining amount of the LIMIT OF LIABILITY
            is available after payment under (a) above, pay such LOSS allocable
            to WRONGFUL ACTS that are actually or alleged caused, committed, or
            attempted after the COMPANY became a debtor in possession.













                                      13


   18

[CODA LOGO]

                 CORPORATE OFFICERS & DIRECTORS ASSURANCE LTD.


Endorsement No. 24 Effective Date of Endorsement June 30, 2001


Attached to and forming part of POLICY No. PG-1O6C


COMPANY      THE PROCTER AND GAMBLE COMPANY/THE PROCTER AND GAMBLE
             FUND/OFFICERS OF OPERATING UNITS OF PROCTER AND GAMBLE COMPANY


In consideration of the premium paid for this POLICY, it is hereby understood
and agreed that:

            CORPORATE REIMBURSEMENT AND ENTiTY COVERAGE ENDORSEMENT


Note: The corporate reimbursement and entity coverage provided by this
endorsement is subject to a deductible equal to the LIMIT OF LIABILITY with
respect to such coverage and therefore the INSURER will never be liable to
reimburse the COMPANY for any amounts under this endorsement. This endorsement
is issued at the COMPANY'S request solely to facilitate the COMPANY'S purchase
of coverage in excess of this POLICY by providing a corporate reimbursement and
entity coverage POLICY form.

      -     (A) Item III (LIMIT OF LIABILITY) of the Declarations of this
            POLICY is hereby deleted in its entirety and replaced with the
            following:

            Item III. LIMIT OF LIABILITY:

                  (A)   $25,000,000 Aggregate LIMIT OF LIABILITY for all LOSS
                                    under Part 1of Clause 1 (Insuring Clause)
                                    arising from all CLAIMS first made during 
                                    each POLICY YEAR.

                  (B)   $25,000,000 Aggregate LIMIT OF LIABILITY for all LOSS
                                    under Part II of Clause 1 (Insuring Clauses)
                                    arising from all CLAIMS first made during 
                                    each POLICY YEAR.


      -     (B) Items IV, V and VI of the Declarations of this POLICY are
            hereby renumbered as Items V, VI and VII, respectively, and the
            following Item IV is hereby inserted in the Declarations:

            Item  IV. DEDUCTIBLE:

                      $25,000,000   In the aggregate for all LOSS arising from
                                    a single CLAIM covered by Part 1 of Clause 1
                                    (Insuring Clause).


                                                                   PAGE 1 of 4
   19

[CODA Logo]

      -     (C) Clause 1 (Insuring Clause) of this POLICY is hereby deleted in
            its entirety and replaced with the following:


      1.    INSURING CLAUSE 

            PART I

            (a)   Subpart to the Deductible as set forth in paragraph (c) of
                  this Part I, the INSURER shall pay on behalf of the COMPANY
                  amounts for which the COMPANY grants indemnification to the
                  INSUREDS, pursuant to the COMPANY'S charter or other similar
                  formative documents or by-laws or written agreements of the
                  COMPANY, duly effective under applicable law, for LOSS that
                  the INSUREDS are legally obligated to pay by reason of any
                  CLAIM or CLAIMS first made against the INSUREDS or any of
                  them during the POLICY PERIOD for any WRONGFUL ACTS that are
                  actually or allegedly caused, committed or attempted prior
                  to the end of the POLICY PERIOD by the INSUREDS, not
                  exceeding the LIMIT OF LIABILITY stated in Item III (A) of
                  the Declarations.

            (b)   Subject to the Deductible as set forth in paragraph (c) of
                  this Part I, the INSURER shall pay on behalf of the COMPANY
                  LOSS that the COMPANY is legally obligated to pay on behalf
                  of the COMPANY LOSS that the COMPANY is legally obligated to
                  pay by reason of any SECURITIES CLAIM or SECURITIES CLAIMS
                  first made against the COMPANY during the POLICY PERIOD for
                  any WRONGFUL ACTS that are actually or allegedly caused,
                  committed or attempted prior to the end of the POLICY PERIOD
                  by the INSUREDS or the COMPANY, not exceeding the LIMIT OF
                  LIABILITY stated in Item III(A) of the Declarations.

            (c)   In respect of all LOSS arising from a single CLAIM covered

                  under this Part I, this POLICY shall pay only the amount in
                  excess of the amount stated in item IV of the Declarations
                  as the Deductible, and the LIMIT OF LIABILITY stated in Item
                  III(A) of the Declarations shall be reduced by the amount of
                  such Deductible.

            PART II

                  The INSURER shall pay on behalf of the INSUREDS or any of
                  them, any and all LOSS that the INSUREDS shall become
                  legally obligated to pay by reason of any CLAIM or CLAIMS
                  first made against the INSUREDS or any of them during the
                  POLICY PERIOD, for any WRONGFUL ACTS that are actually or
                  allegedly caused, committed, or attempted prior to the end
                  of the POLICY PERIOD by the INSUREDS, not exceeding the
                  LIMIT OF LIABILITY stated in Item III (B) of the
                  Declarations.

      (-)   Subpart (e) of Clause 2 (Definitions) of this POLICY is hereby
            amended to also include the following: in its entirety and replaced
            with the following:

      (4)   with respect to SECURITIES CLAIMS, the COMPANY.


                                                                   PAGE 2 OF 4

   20

[CODA Logo]

         - (E) Subpart (f) of Clause 2 (Definitions) of this POLICY is hereby
           deleted in its entirety and replaced with the following:

                  (f) "LIMIT OF LIABILITY" shall mean the amount described in
                  Item III (A) or (B) of the Declarations. Regardless of the
                  time of payment of LOSS by the INSURER, the LIMITS OF
                  LIABILITY as stated in Item III (A) and (B) of the
                  Declarations (as reduced by the amount of the applicable
                  Deductible) shall be the maximum liability of the INSURER as
                  respects Part I and Part II, respectively of Clause 1
                  (Insuring Clause) for all LOSS arising from all CLAIMS first
                  made during each POLICY YEAR. Reasonable and necessary
                  attorneys fees incurred in investigating and defending a
                  CLAIM shall be part of and not in addition to the LIMITS OF
                  LIABILITY as stated in Item III (A) and (B) of the
                  Declarations and payment by the INSURER under such Part II
                  of such attorneys fees shall reduce the LIMIT OF LIABILITY
                  as stated in such Item III (B).

         - (F) Subpart (h) of Clause 2 (Definitions) of this POLICY is hereby
           amended by the addition, at the end of the subpart, of the following:

                       Further, with respect to Coverage under Part I(b) of
                       Clause 1 (Insuring Clause) only, LOSS shall not include
                       damages, judgements or settlements which the COMPANY has
                       paid or agreed to pay arising out of the COMPANY
                       allegedly paying an inadequate price or consideration for
                       the purchase of its own securities or the securities of a
                       SUBSIDIARY.

         - (G) The following additional definition is added to Clause 2
           (Definitions):

                  "SECURITIES CLAIM" shall mean a CLAIM which is whole or in
                  part alleges a violation of the Securities Act of 1933, the
                  Securities Exchange Acts of 1934, any similar federal or
                  state securities law, or any rules of regulations
                  promulgated thereunder, in connection with the purchase or
                  sale of, or offer to purchase or sell, any securities issued
                  by the COMPANY. SECURITIES CLAIM shall not mean or include a
                  criminal or administrative proceeding against the COMPANY.

         - (H) Subpart (h) of Clause 2 (Definitions) of this POLICY is hereby
           deleted in its entirety and replaced with the following:

                  "WRONGFUL ACT" shall mean (1) with respect to all INSUREDS
                  except the COMPANY, any actual or alleged error, misstatement,
                  misleading statement or act, omission, neglect, or breach or
                  duty by the INSUREDS while acting, individually or
                  collectively, in their capacities as directors or officers of
                  the COMPANY, or any other matter claimed against them by
                  reason of their serving as directors or officers of the
                  COMPANY, and (2) with respect to the COMPANY, any actual or
                  alleged error, misstatement, misleading statement or act,
                  omission, neglect or breach or duty by the COMPANY but solely
                  as respects a SECURITIES CLAIM covered by this POLICY. All
                  such errors, misstatements, misleading statements or acts,
                  omissions, neglects or breaches of duty actually or allegedly
                  caused, committed or attempted by or claimed against one or
                  more of the INSUREDS arising out of or relating to the same or
                  series of related facts, circumstances, situations,
                  transactions or events shall be deemed to be a single WRONGFUL
                  ACT.


                                                                   PAGE 3 OF 4


   21

[CODA Logo]

      -     (I)   Subpart (a) of Clause 3 (Exclusions) of this POLICY is hereby
                  modified by the addition, at the beginning of the subpart, 
                  of the following:

                        (a)   As respects Part II of Clause 1 (Insuring
                              Clause),

      -     (J)   Clause 10 (Payment for LOSS) of this POLICY is hereby modified
                  by the addition, at the beginning of the Clause, of the 
                  following:

                         As respects Part II of Clause 1 (Insuring Clause),

       -    (K)   Clause 17 (Representation) of this POLICY is hereby modified 
                  by the addition, at the beginning of the Clause, of the
                  following:

                         As respects Part II of Clause 1 (Insuring Clause),


Nothing herein shall be held to vary, after, waive or extend any of the terms,
conditions, exclusions or limitations of this POLICY, except as expressly
stated herein. This endorsement is part of such POLICY and is incorporated
therein.





                                        BY  /s/ Jonathan Evans
                                           -----------------------------
                                           AUTHORIZED REPRESENTATIVE

END 02
ED 05/89                                                             PAGE 4 OF 4

   22




[CODA Logo]

                 CORPORATE OFFICERS & DIRECTORS ASSURANCE LTD.





Endorsement No. 23 Effective Date of Endorsement JUNE 30, 2001


Attached to and forming part of POLICY No. PG-1O6C


COMPANY  THE PROCTER AND GAMBLE COMPANY/THE PROCTER AND GAMBLE
         FUND/OFFICERS OF OPERATING UNITS OF PROCTER AND GAMBLE COMPANY

In consideration of the premium paid for this POLICY, it is hereby understood
and agreed that:


1.   The definition of "INSUREDS" is amended to also include all natural persons
     who were, now are, or shall be duly appointed trustees of the COMPANY's
     Profit Sharing Trust and Employee Stock Ownership Plan ("Plan"), provided
     that such person is a party to and shall be entitled to any COMPANY
     indemnification afforded by The Proctor & Gamble Profit Sharing Trust and
     Employee Stock Ownership Plan Trust Agreement.


2.   The coverage afforded under this POLICY by reason of this endorsement shall
     be specifically excess of any fiduciary liability insurance purchased or
     maintained by the COMPANY or the Plan for the benefit of the Plan and its
     fiduciaries.


Nothing herein shall be held to vary, alter, waive or extend any of the terms,
conditions, exclusions or limitations of this POLICY, except as expressly
stated herein. This endorsement is part of such POLICY and is incorporated
therein.




                                                BY /s/ Jonathan Evans
                                                   ----------------------------
                                                   AUTHORIZED REPRESENTATIVE




   23




[CODA Logo]

                 CORPORATE OFFICERS & DIRECTORS ASSURANCE LTD.





Endorsement No. 22 Effective Date of Endorsement JUNE 30, 2001


Attached to and forming part of POLICY No. PG-1O6C


COMPANY  THE PROCTER AND GAMBLE COMPANY/THE PROCTER AND GAMBLE
         FUND/OFFICERS OF OPERATING UNITS OF PROCTER AND GAMBLE COMPANY

In consideration of the premium paid for this POLICY, it is hereby understood
and agreed that on the Outside Positions Endorsement (Endorsement No. 2.)
Section A(1) is amended to read after the word "foundation" as follows:



        Trustees of Procter & Gamble's Global Pension Funds


Nothing herein shall be held to vary, alter, waive or extend any of the terms,
conditions, exclusions or limitations of this POLICY, except as expressly
stated herein. This endorsement is part of such POLICY and is incorporated
therein.




                                                BY /s/ Jonathan Evans
                                                   ----------------------------
                                                   AUTHORIZED REPRESENTATIVE








   24




[CODA Logo]

                 CORPORATE OFFICERS & DIRECTORS ASSURANCE LTD.





Endorsement No. 21 Effective Date of Endorsement JUNE 30, 2001


Attached to and forming part of POLICY No. PG-1O6C


COMPANY  THE PROCTER AND GAMBLE COMPANY/THE PROCTER AND GAMBLE
         FUND/OFFICERS OF OPERATING UNITS OF PROCTER AND GAMBLE COMPANY

In consideration of the premium paid for this POLICY, it is hereby understood
and agreed that on the Outside Positions Endorsements Section A(1) is amended to
read after the word "foundation" as follows:-

Employee Stock Ownership Trust of the Procter & Gamble Profit Sharing Trust and
Employee Stock Ownership Plan.


Nothing herein shall be held to vary, alter, waive or extend any of the terms,
conditions, exclusions or limitations of this POLICY, except as expressly
stated herein. This endorsement is part of such POLICY and is incorporated
therein.




                                                BY /s/ Jonathan Evans
                                                   ----------------------------
                                                   AUTHORIZED REPRESENTATIVE

   25

[CODA Logo]

                 CORPORATE OFFICERS & DIRECTORS ASSURANCE LTD.





Endorsement No. 20 Effective Date of Endorsement JUNE 30, 2001


Attached to and forming part of POLICY No. PG-1O6C


COMPANY  THE PROCTER AND GAMBLE COMPANY/THE PROCTER AND GAMBLE
         FUND/OFFICERS OF OPERATING UNITS OF PROCTER AND GAMBLE COMPANY

In consideration of the premium paid for this POLICY, it is hereby understood
and agreed that this POLICY is amended as indicated below. All other terms of
this POLICY remain unchanged.

                         OUTSIDE POSITIONS ENDORSEMENT:
                       SUBLIMIT, NON-SPECIFIC INDIVIDUALS

(A)      Subject to the sublimit of liability set forth in (C) below, the
         definition of "INSUREDS" is hereby extended to include:

         (1)      all persons who were, are, or shall be serving as directors,
                  officers, trustees, governors, partners or the equivalent
                  thereof for any corporation, partnership, joint venture,
                  eleemosynary institution, non-profit organization, industry
                  association, or foundation, (any such enterprises referred to
                  below as "Entity"), if:

                  (a)      such activity is part of their duties regularly
                           assigned by the COMPANY, or

                  (b)      they are a member of a class of persons so directed
                           to serve by the COMPANY.

         (2)      the estates, heirs, legal representatives or assigns of
                  deceased persons who were INSUREDS, as defined in subpart
                  (A)(1) above, and the legal representatives or assigns of
                  INSUREDS in the event of their incompetency, insolvency or
                  bankruptcy.

(B)      It is further understood and agreed that this extension of coverage:

         (1)      is to be excess of any other insurance and excess of any
                  director or officer liability insurance and/or company
                  reimbursement insurance any conditions in such other insurance
                  notwithstanding:


END 06
ED 05 89                                                             PAGE 1 OF 3


   26

[CODA Logo]

    
         (2)      shall not apply to any LOSS for which such Entity or the
                  COMPANY actually pays or indemnifies or is required or
                  permitted to pay on behalf of or to indemnify the INSUREDS
                  pursuant to the charter or other similar formative document or
                  by-laws or written agreements of such Entity or the COMPANY
                  duly effective under applicable law, that determines and
                  defines such rights of indemnity; provided, however, this
                  subpart (2) shall not apply if:

                  (a)      such Entity and the COMPANY refuse to indemnify or
                           advance defense or other costs as required or
                           permitted, or if such Entity and the COMPANY are
                           financially unable to indemnify; and

                  (b)      the INSUREDS comply with Clause 20 (Subrogation) of
                           the POLICY;

         (3)      shall not apply to any LOSS in connection with any CLAIM made
                  against the INSUREDS in their capacity as directors or
                  officers of Corporate Officers & Directors Assurance Ltd. or
                  Corporate Officers & Directors Assurance Holding, Ltd.; and


         (4)      is not to be construed to extend to the Entity nor to any
                  other director, officer, trustee, governor, partner or
                  employee of such Entity.


(C)      In lieu of the LIMIT OF LIABILITY stated in Item III of the
         Declarations, the limit of liability of the INSURER for this extension
         of coverage shall be $25,000,000 in the aggregate for all LOSS which is
         covered by reason of this extension of coverage and which is paid on
         behalf of all INSUREDS arising from all CLAIMS first made during each
         POLICY YEAR. It is understood that the amount stated in Item III of the
         Declarations is the maximum amount payable by the INSURER under this
         POLICY for all CLAIMS first made during each POLICY YEAR, and that this
         Endorsement extends coverage with a sublimit which further limits the
         INSURER'S liability and does not increase the INSURER'S maximum
         liability beyond the LIMIT OF LIABILITY stated in Item III of the
         Declarations. It is further understood that such sublimit is separate
         from and payment of LOSS pursuant to this Endorsement does not reduce
         the sublimit or limit contained in any other Outside Positions
         Endorsement to this POLICY.


(D)      Solely for purposes of this extension of coverage, the definition of
         "WRONGFUL ACT" is hereby modified to replace the word "COMPANY" with
         the word "Entity" wherever the word "COMPANY" appears.

(E)      Solely for purposes of applying subparts (i) and (j) of Clause 3
         (Exclusions) of the POLICY to this extension of coverage, the 
         definition of "COMPANY" is hereby modified to include such Entity.


                                                                     PAGE 2 OF 3


   27


[CODA Logo]


Noting herein shall be held to vary, alter, waive or extend any of the terms,
conditions, exclusions or limitations of this POLICY, except as expressly
stated herein. This endorsement is part of such POLICY and is incorporated
therein.





















                                                BY /s/ Jonathan Evans
                                                   ----------------------------
                                                   AUTHORIZED REPRESENTATIVE



                                                                     PAGE 3 OF 3
   28

[CODA Logo]


                 CORPORATE OFFICERS & DIRECTORS ASSURANCE LTD.


Endorsement No. 19 Effective Date of Endorsement JUNE 30, 2001


Attached to and forming part of POLICY No. PG-106C


COMPANY   THE PROCTER AND GAMBLE COMPANY/THE PROCTER AND GAMBLE FUND/OFFICERS OF
          OPERATING UNITS OF PROCTER AND GAMBLE COMPANY

                              AMENDED POLICY FORM
                              -------------------
                           3-YEAR MID-TERM: NEW FORM)
                           --------------------------

In consideration of the premium paid for this POLICY, it is hereby understood
and agreed that:


1.       Coverage afforded by the INSURER under this POLICY for CLAIMS first
         made against the INSUREDS after the effective date of this Endorsement
         and prior to expiration of the POLICY PERIOD shall be subject to the
         terms and conditions of this policy form and the Endorsements attached
         to this policy form, and shall not be subject to the terms and
         conditions of the previous policy form for this POLICY and its
         Endorsements.


2.       The issuance of this policy form and its Endorsements is intended to
         implement amendments to the INSURER's standard policy form for all
         similar policies issued by the INSURER and does not increase the LIMIT
         OF LIABILITY of the INSURER or change the inception date, anniversary
         date or POLICY YEAR under this POLICY.


Nothing herein shall be held to vary, after, waive or extend any of the terms,
conditions, exclusions or limitations of this POLICY, except as expressly stated
herein. This endorsement is part of such POLICY and is incorporated therein.











                                                BY /s/ Jonathan Evans
                                                   ----------------------------
                                                   AUTHORIZED REPRESENTATIVE



   29



[CODA Logo]

                 CORPORATE OFFICERS & DIRECTORS ASSURANCE LTD.



Endorsement No. 18 Effective Date of Endorsement JUNE 30, 2001


Attached to and forming part of POLICY No. PG-106C


COMPANY    THE PROCTER AND GAMBLE COMPANY/THE PROCTER AND GAMBLE FUND/OFFICERS 
           OF OPERATING UNITS OF PROCTER AND GAMBLE COMPANY

                              AMENDED POLICY FORM
                              -------------------
                          (3-YEAR MID-TERM: NEW FORM)
                          ---------------------------

In consideration of the premium paid for this POLICY, It is hereby
understood and agreed that

1.       Coverage afforded by the INSURER under this POLICY for CLAIMS first
         made against the INSUREDS after the effective date of this Endorsement
         and prior to expiration of the POLICY PERIOD shall be subject to the
         terms and conditions of this policy form and the Endorsements attached
         to this policy form, and shall not be subject to the terms and
         conditions of the previous policy form for this POLICY and its
         Endorsements.


2.       The issuance of this policy form and its Endorsements is intended to
         implement amendments to the INSURER's standard policy form for all
         similar policies issued by the INSURER and does not increase the LIMIT
         OF LIABILITY of the INSURER or change the inception date, anniversary
         date or POLICY YEAR under this POLICY.



Nothing herein shall be held to vary, after, waive or extend any of the terms,
conditions, exclusions or limitations of this POLICY, except as expressly
stated herein. This endorsement is part of such POLICY and is incorporated
therein.



                                                BY /s/ Jonathan Evans
                                                   ----------------------------
                                                   AUTHORIZED REPRESENTATIVE