<HTML>
<HEAD>
<TITLE>sv8</TITLE>
</HEAD>
<BODY bgcolor="#FFFFFF">
<!-- PAGEBREAK -->
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>
<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="right" style="font-size: 10pt; margin-top: 12pt">Registration No.&nbsp;333-<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>
</DIV>


<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 1pt solid black; font-size: 1pt">&nbsp;</DIV>




<DIV align="center" style="font-size: 14pt; margin-top: 12pt"><B>SECURITIES AND EXCHANGE COMMISSION</B>
</DIV>

<DIV align="center" style="font-size: 12pt"><B>WASHINGTON, D. C. 20549</B>
</DIV>

<DIV align="center" style="font-size: 18pt; margin-top: 12pt"><B>FORM S-8</B>
</DIV>


<DIV align="center" style="font-size: 12pt; margin-top: 12pt"><B>REGISTRATION STATEMENT<BR>
UNDER<BR>
THE SECURITIES ACT OF 1933</B>
</DIV>

<DIV align="center" style="font-size: 24pt; margin-top: 12pt"><B>THE PROCTER &#038; GAMBLE COMPANY</B>
</DIV>

<DIV align="center" style="font-size: 10pt">(Exact name of registrant as specified in its charter)</DIV>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="47%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="47%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" valign="top">Ohio
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">31-0411980</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">(State or other jurisdiction
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(I.R.S. Employer</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">of incorporation or organization)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Identification No.)</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt">One Procter &#038; Gamble Plaza, Cincinnati, Ohio 45202<BR>
(513)&nbsp;983-1100<BR>
(Address, including zip code, and telephone<BR>
number, including area code, of registrant&#146;s principal executive offices)</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>The Procter &#038; Gamble 2009 Stock and Incentive Compensation Plan</B></DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt">Deborah P. Majoras, Secretary<BR>
The Procter &#038; Gamble Company<BR>
One Procter &#038; Gamble Plaza, Cincinnati, Ohio 45202<BR>
(513)&nbsp;983-1100<BR>
(Name, address, including zip code, and telephone number,<BR>
including area code, of agent for service)</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the definitions of &#147;large
accelerated filer,&#148; &#147;accelerated filer&#148; and &#147;smaller reporting company&#148; in Rule&nbsp;12b-2 of the
Exchange Act.
</DIV>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="22%"></TD>
    <TD width="3%"></TD>
    <TD width="22%"></TD>
    <TD width="3%"></TD>
    <TD width="22%"></TD>
    <TD width="3%"></TD>
    <TD width="22%"></TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom"><!-- Blank Space -->
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="left" valign="top">Large accelerated filer <FONT face="Wingdings">&#254;</FONT>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Accelerated filer <FONT face="Wingdings">&#111;</FONT>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Non-accelerated filer <FONT face="Wingdings">&#111;</FONT>
</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">Smaller reporting company <FONT face="Wingdings">&#111;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD align="right" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="5" valign="top" align="center">(Do not check if a smaller reporting company)<BR></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><U>CALCULATION OF REGISTRATION FEE</U>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="1%">&nbsp;</TD>
    <TD width="31%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD><!-- VRule -->
    <TD width="1%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD><!-- VRule -->
    <TD width="1%">&nbsp;</TD>
    <TD width="8%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD><!-- VRule -->
    <TD width="1%">&nbsp;</TD>
    <TD width="21%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD><!-- VRule -->
    <TD width="1%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>

    <TD width="1%">&nbsp;</TD>
</TR><TR style="font-size: 1px" valign="bottom">
    <TD nowrap align="left" colspan="15" style="border-bottom: 3px double #000000">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD nowrap align="center">Title of securities to be</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">Amount</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">Proposed maximum</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">Proposed maximum aggregate</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">Amount of registration</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD nowrap align="center">registered</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">to be registered <SUP style="font-size: 85%; vertical-align: text-top">1</SUP></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">offering price per unit<SUP style="font-size: 85%; vertical-align: text-top">2</SUP></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">offering price</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">fee</TD>
    <TD width="1%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD width="1%" style="border-top: 2px solid #000000">&nbsp;</TD>
                    <TD style="border-top: 2px solid #000000"><DIV style="margin-left:15px; text-indent:-15px">Common Stock
(without par value)</DIV></TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="center" valign="bottom" style="border-top: 2px solid #000000">181,113,260</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="center" valign="bottom" style="border-top: 2px solid #000000">$60.475</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="center" valign="bottom" style="border-top: 2px solid #000000">$10,952,824,399</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="center" valign="bottom" style="border-top: 2px solid #000000">$780,936.38</TD>
    <TD width="1%" style="border-top: 2px solid #000000">&nbsp;</TD>
</TR>
<TR style="font-size: 1px" valign="bottom">
    <TD nowrap align="left" colspan="15" style="border-top: 3px double #000000">&nbsp;</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>


<DIV align="left">
<DIV style="font-size: 3pt; margin-top: 3pt; width: 18%; border-top: 0px solid #000000">&nbsp;</DIV>
</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96"></TD>
</TR>

<TR valign="top">
    <TD nowrap align="left">(1)</TD>
    <TD>&nbsp;</TD>
    <TD>Pursuant to Rule&nbsp;416 of the Securities Act of 1933 (the &#147;Securities Act&#148;), this
registration statement also covers additional shares of Common Stock as may be issued
to prevent dilution from stock splits, stock dividends, and similar transactions.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(2)</TD>
    <TD>&nbsp;</TD>
    <TD>Estimated solely for the purpose of calculating the registration fee
pursuant to paragraphs (c)&nbsp;and (h)&nbsp;of Rule&nbsp;457 of the Securities Act on the basis of
the average of the high and low prices of the Common Stock on the New York Stock
Exchange on January&nbsp;26, 2010, within five business days prior to filing.</TD>
</TR>

</TABLE>



<DIV style="width: 100%; border-bottom: 1pt solid black; margin-top: 10pt; font-size: 1pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>





<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<!-- TOC -->
<A name="toc"><DIV align="CENTER" style="page-break-before:always"><U><B>TABLE OF CONTENTS</B></U></DIV></A>

<P><CENTER>
<TABLE border="0" width="90%" cellpadding="0" cellspacing="0">
<TR>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="76%"></TD>
</TR>
<TR><TD colspan="9"><A HREF="#000">PART I</A></TD></TR>
<TR><TD colspan="9"><A HREF="#001">PART II</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#002">Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#003">Item 4. DESCRIPTION OF SECURITIES</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#004">Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#005">Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#006">Item 7. Exemption from Registration Claimed</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#007">Item 8. EXHIBITS</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#008">Item 9. UNDERTAKINGS</A></TD></TR>
<TR><TD colspan="9"><A HREF="#009">SIGNATURES</A></TD></TR>
<TR><TD colspan="9"><A HREF="#010">EXHIBIT INDEX</A></TD></TR>
<TR><TD colspan="9"><A HREF="l38662exv5.htm">EX-5</A></TD></TR>
<TR><TD colspan="9"><A HREF="l38662exv23w1.htm">EX-23.1</A></TD></TR>
<TR><TD colspan="9"><A HREF="l38662exv24.htm">EX-24</A></TD></TR>
<TR><TD colspan="9"><A HREF="l38662exv99.htm">EX-99</A></TD></TR>
</TABLE>
</CENTER>
<!-- /TOC -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>




<!-- link1 "PART I" -->
<DIV align="left"><A NAME="000"></A></DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>PART I</B>
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The documents containing the information specified in Part&nbsp;I of Form S-8 will be sent or given
to employees as specified by Rule&nbsp;428(b)(1) under the Securities Act. Such documents need not be
filed with the Securities and Exchange Commission (the &#147;Commission&#148;) either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to Rule&nbsp;424 under the
Securities Act. These documents and the documents incorporated by reference in this Registration
Statement pursuant to Item&nbsp;3 of Part&nbsp;II of this form, taken together, constitute a prospectus that
meets the requirements of Section 10(a) of the Securities Act.
</DIV>
<!-- link1 "PART II" -->
<DIV align="left"><A NAME="001"></A></DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>PART II</B>
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B>
</DIV>
<!-- link2 "Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE" -->
<DIV align="left"><A NAME="002"></A></DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;3. INCORPORATION OF DOCUMENTS BY REFERENCE</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following documents filed by the Registrant with the Commission pursuant to the Securities
Exchange Act of 1934, as amended (the &#147;Exchange Act&#148;), are incorporated herein by reference:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">1.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Registrant&#146;s Annual Report on Form 10-K, filed August&nbsp;14, 2009, for the
fiscal year ended June&nbsp;30, 2009 (which incorporates by reference portions of the
Registrant&#146;s definitive Proxy Statement dated August&nbsp;28, 2009 for the Registrant&#146;s
Annual Meeting of Shareholders held on October&nbsp;13, 2009 and portions of its Annual
Report to Shareholders for the year ended June&nbsp;30, 2009).</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">2.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Company&#146;s Quarterly Report on Form 10-Q filed October&nbsp;29, 2009, for the
period ended September&nbsp;30, 2009.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">3.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Company&#146;s Quarterly Report on Form 10-Q filed
January&nbsp;28, 2010, for the
period ended December&nbsp;31, 2009.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">4.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Company&#146;s reports on Form 8-K filed on August&nbsp;12, 2009, August&nbsp;28, 2009,
December&nbsp;8, 2009, January&nbsp;15, 2010 and January&nbsp;29, 2010.</TD>
</TR>




</TABLE>
</DIV>
<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV style="margin-top: 6pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">5.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>All other documents filed by the Registrant pursuant to Sections&nbsp;13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities then
remaining unsold shall be deemed to be a part hereof from the dates of filing of such
reports and documents. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded for
purposes of the Registration Statement or any Prospectus hereunder to the extent that a
statement contained in any subsequent Prospectus hereunder or in any document
subsequently filed with the Commission which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to constitute a
part of the Registration Statement or any Prospectus hereunder.</TD>
</TR>

</TABLE>
</DIV>
<!-- link2 "Item 4. DESCRIPTION OF SECURITIES" -->
<DIV align="left"><A NAME="003"></A></DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;4. DESCRIPTION OF SECURITIES</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company&#146;s Amended Articles of Incorporation (the &#147;Amended Articles of Incorporation&#148;)
authorize the issuance of 10,000,000,000 shares of Common Stock, 600,000,000 shares of Class&nbsp;A
Preferred Stock and 200,000,000 shares of Class&nbsp;B Preferred Stock, all of which are
without par value (&#147;Common Stock,&#148; &#147;Class&nbsp;A Preferred Stock,&#148; and &#147;Class&nbsp;B Preferred Stock,&#148;
respectively). The holders of Common Stock and Class&nbsp;A Preferred Stock are entitled to one vote
per share on each matter submitted to a vote of shareholders. The holders of Class&nbsp;B Preferred
Stock are not entitled to vote other than as provided by law. The Company&#146;s Board of Directors
(the &#147;Board&#148;) is not classified and each member is elected annually.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The holders of Class&nbsp;A Preferred Stock and Class&nbsp;B Preferred Stock have the right to receive
dividends prior to the payment of dividends on the Common Stock. The Board has the power to
determine certain terms relative to any Class&nbsp;A Preferred Stock and Class&nbsp;B Preferred Stock to be
issued, such as the power to establish different series and to set dividend rates, the dates of
payment of dividends, the cumulative dividend rights and dates, redemption rights and prices,
sinking fund requirements, restrictions on the issuance of such shares or any series thereof,
liquidation price and conversion rights. Also, the Board may fix such other express terms as may
be permitted or required by law. In the event of any liquidation, dissolution or winding up, the
holders of the Common Stock are entitled to receive as a class, pro rata, the residue of the assets
after payment of the liquidation price to the holders of Class&nbsp;A Preferred Stock and Class&nbsp;B
Preferred Stock.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Board has determined the terms of shares of Class&nbsp;A Preferred Stock issued as Series&nbsp;A
ESOP Convertible Class&nbsp;A Preferred Stock, which can only be held by a trustee or trustees of an
employee stock ownership plan or other benefit plan of the Company. Upon transfer of Series&nbsp;A ESOP
Convertible Class&nbsp;A Preferred Stock to any other person, such transferred shares shall be
automatically converted into shares of Common Stock. Each share of Series&nbsp;A ESOP Convertible Class
A Preferred Stock has a cumulative dividend of $.5036075 per year and a liquidation price of $6.82
per share (as adjusted for the stock splits on October&nbsp;20, 1989, May&nbsp;15, 1992, August&nbsp;22, 1997 and
May&nbsp;21, 2004, and the Smucker transaction effective June&nbsp;1, 2002), is redeemable by the Company or
the holder, is convertible at the option of the holder into one share of Common Stock and has
certain anti-dilution protections associated with the conversion
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">rights. Appropriate adjustments to dividends and liquidation price will be made to give
effect to any future stock splits, stock dividends or similar changes to the Series&nbsp;A ESOP
Convertible Class&nbsp;A Preferred Stock.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Board has also determined the terms of shares of Class&nbsp;A Preferred Stock issued as Series
B ESOP Convertible Class&nbsp;A Preferred Stock. Each share of Series&nbsp;B ESOP Convertible Class&nbsp;A
Preferred Stock has a cumulative dividend of $1.022 per year and a liquidation price of $12.96 per
share, (as adjusted for the stock splits on August&nbsp;22, 1997 and May&nbsp;21, 2004, and the Smucker
transaction effective June&nbsp;1, 2002) is redeemable by the Company or the holder under certain
circumstances, is convertible at the option of the holder into one share of Common Stock and has
certain anti-dilution protections associated with the conversion rights. Appropriate adjustments
to dividends and liquidation price will be made to give effect to any future stock splits, stock
dividends or similar changes to the Series&nbsp;B ESOP Convertible Class&nbsp;A Preferred Stock.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No shares of Class&nbsp;B Preferred Stock are currently issued.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All of the issued shares of Common Stock of the Company are fully paid and non-assessable.
Common Stock does not have any conversion rights and is not subject to any redemption provisions.
No holder of shares of any class of the Company&#146;s capital stock has or shall have any right,
pre-emptive or other, to subscribe for or to purchase from the Company any of the shares of any
class of the Company hereafter issued or sold. No shares of any class of the Company&#146;s capital
stock are subject to any sinking fund provisions or to calls, assessments by, or liabilities of the
Company.
</DIV>
<!-- link2 "Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL" -->
<DIV align="left"><A NAME="004"></A></DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;5. INTERESTS OF NAMED EXPERTS AND COUNSEL</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The legality of the shares of Common Stock offered hereby is being passed upon for the
Registrant by Kenneth L. Blackburn, Esq., Senior Counsel, The Procter &#038; Gamble Company, One Procter
&#038; Gamble Plaza, Cincinnati, Ohio, 45202. Mr.&nbsp;Blackburn is the owner of shares of Common Stock of
the Registrant and holds stock options granted under one or more Company plans.
</DIV>
<!-- link2 "Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS" -->
<DIV align="left"><A NAME="005"></A></DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;6. INDEMNIFICATION OF DIRECTORS AND OFFICERS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section&nbsp;1701.13(E) of the Ohio Revised Code (the &#147;Revised Code&#148;) provides as follows</U>:
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">(E)(1) A corporation may indemnify or agree to indemnify any person who was or is a party, or is
threatened to be made a party, to any threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, or investigative, other than an action by or
in the right of the corporation, by reason of the fact that he is or was a director, officer,
employee, or agent of the corporation, or is or was serving at the request of the corporation as a
director, trustee, officer, employee, member, manager, or agent of another corporation, domestic or
foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture,
trust, or other enterprise, against expenses, including attorney&#146;s fees, judgments, fines, and
amounts paid in settlement actually and reasonably incurred by him in connection with such action,
suit, or proceeding, if he acted in good
</DIV>



<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">faith and in a manner he reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, if he had no reasonable cause
to believe his conduct was unlawful. The termination of any action, suit, or proceeding by
judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, he had reasonable cause to believe that his
conduct was unlawful.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">(2)&nbsp;A corporation may indemnify or agree to indemnify any person who was or is a party, or is
threatened to be made a party, to any threatened, pending, or completed action or suit by or in the
right of the corporation to procure a judgment in its favor, by reason of the fact that he is or
was a director, officer, employee, or agent of the corporation, or is or was serving at the request
of the corporation as a director, trustee, officer, employee, member, manager, or agent of another
corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a
partnership, joint venture, trust, or other enterprise, against expenses, including attorney&#146;s
fees, actually and reasonably incurred by him in connection with the defense or settlement of such
action or suit, if he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, except that no indemnification shall be made in
respect of any of the following:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;Any claim, issue, or matter as to which such person is adjudged to be liable for
negligence or misconduct in the performance of his duty to the corporation unless, and only to the
extent that, the court of common pleas or the court in which such action or suit was brought
determines, upon application, that, despite the adjudication of liability, but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to indemnity for such
expenses as the court of common pleas or such other court shall deem proper;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Any action or suit in which the only liability asserted against a director is pursuant to
section 1701.95 of the Revised Code.&#096;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">(3)&nbsp;To the extent that a director, trustee, officer, employee, member, manager, or agent has been
successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in
division (E)(1) or (2)&nbsp;of this section, or in defense of any claim, issue, or matter therein, he
shall be indemnified against expenses, including attorney&#146;s fees, actually and reasonably incurred
by him in connection with the action, suit, or proceeding.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">(4)&nbsp;Any indemnification under division (E)(1) or (2)&nbsp;of this section, unless ordered by a court,
shall be made by the corporation only as authorized in the specific case, upon a determination that
indemnification of the director, trustee, officer, employee, member, manager, or agent is proper in
the circumstances because he has met the applicable standard of conduct set forth in division
(E)(1) or (2)&nbsp;of this section. Such determination shall be made as follows:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;By a majority vote of a quorum consisting of directors of the indemnifying corporation who
were not and are not parties to or threatened with the action, suit, or proceeding referred to in
division (E)(1) or (2)&nbsp;of this section;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;If the quorum described in division (E)(4)(a) of this section is not obtainable or if a
majority vote of a quorum of disinterested directors so directs, in a written opinion by
independent legal counsel other than an attorney, or a firm having associated with it an attorney,
who
</DIV>



<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">has been retained by or who has performed services for the corporation or any person to be
indemnified within the past five years;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;By the shareholders;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;By the court of common pleas or the court in which the action, suit, or proceeding
referred to in division (E)(1) or (2)&nbsp;of this section was brought.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any determination made by the disinterested directors under division (E)(4)(a) or by
independent legal counsel under division (E)(4)(b) of this section shall be promptly communicated
to the person who threatened or brought the action or suit by or in the right of the corporation
under division (E)(2) of this section, and, within ten days after receipt of such notification,
such person shall have the right to petition the court of common pleas or the court in which such
action or suit was brought to review the reasonableness of such determination.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">(5) (a)&nbsp;Unless at the time of a director&#146;s act or omission that is the subject of an action, suit,
or proceeding referred to in division (E)(1) or (2)&nbsp;of this section, the articles or the
regulations of a corporation state, by specific reference to this division, that the provisions of
this division do not apply to the corporation and unless the only liability asserted against a
director in an action, suit, or proceeding referred to in division (E)(1) or (2)&nbsp;of this section is
pursuant to section 1701.95 of the Revised Code, expenses, including attorney&#146;s fees, incurred by a
director in defending the action, suit, or proceeding shall be paid by the corporation as they are
incurred, in advance of the final disposition of the action, suit, or proceeding, upon receipt of
an undertaking by or on behalf of the director in which he agrees to do both of the following:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;Repay such amount if it is proved by clear and convincing evidence in a court of competent
jurisdiction that his action or failure to act involved an act or omission undertaken with
deliberate intent to cause injury to the corporation or undertaken with reckless disregard for the
best interests of the corporation;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;Reasonably cooperate with the corporation concerning the action, suit, or proceeding.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Expenses, including attorney&#146;s fees, incurred by a director, trustee, officer, employee,
member, manager, or agent in defending any action, suit, or proceeding referred to in division
(E)(1) or (2)&nbsp;of this section, may be paid by the corporation as they are incurred, in advance of
the final disposition of the action, suit, or proceeding, as authorized by the directors in the
specific case, upon receipt of an undertaking by or on behalf of the director, trustee, officer,
employee, member, manager, or agent to repay such amount, if it ultimately is determined that he is
not entitled to be indemnified by the corporation.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">(6)&nbsp;The indemnification authorized by this section shall not be exclusive of, and shall be in
addition to, any other rights granted to those seeking indemnification under the articles, the
regulations, any agreement, a vote of shareholders or disinterested directors, or otherwise, both
as to action in their official capacities and as to action in another capacity while holding their
offices or positions, and shall continue as to a person who has ceased to be a director, trustee,
officer, employee, member, manager, or agent and shall inure to the benefit of the heirs,
executors, and administrators of such a person.
</DIV>



<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">(7)&nbsp;A corporation may purchase and maintain insurance or furnish similar protection, including, but
not limited to, trust funds, letters of credit, or self-insurance, on behalf of or for any person
who is or was a director, officer, employee, or agent of the corporation, or is or was serving at
the request of the corporation as a director, trustee, officer, employee, member, manager, or agent
of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company,
or a partnership, joint venture, trust, or other enterprise, against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as such, whether or not
the corporation would have the power to indemnify him against such liability under this section.
Insurance may be purchased from or maintained with a person in which the corporation has a
financial interest.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">(8)&nbsp;The authority of a corporation to indemnify persons pursuant to division (E)(1) or (2)&nbsp;of this
section does not limit the payment of expenses as they are incurred, indemnification, insurance, or
other protection that may be provided pursuant to divisions (E)(5), (6), and (7)&nbsp;of this section.
Divisions (E)(1) and (2)&nbsp;of this section do not create any obligation to repay or return payments
made by the corporation pursuant to division (E)(5), (6), or (7).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">(9)&nbsp;As used in division (E)&nbsp;of this section, &#147;corporation&#148; includes all constituent entities in a
consolidation or merger and the new or surviving corporation, so that any person who is or was a
director, officer, employee, trustee, member, manager, or agent of such a constituent entity, or is
or was serving at the request of such constituent entity as a director, trustee, officer, employee,
member, manager, or agent of another corporation, domestic or foreign, nonprofit or for profit, a
limited liability company, or a partnership, joint venture, trust, or other enterprise, shall stand
in the same position under this section with respect to the new or surviving corporation as he
would if he had served the new or surviving corporation in the same capacity.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section&nbsp;1701.13 (F)(7) of the Revised Code provides as follows:</U>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">(F)&nbsp;In carrying out the purposes stated in its articles and subject to limitations prescribed by
law or in its articles, a corporation may:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">(7)&nbsp;Resist a change or potential change in control of the corporation if the directors by a
majority vote of a quorum determine that the change or potential change is opposed to or not in the
best interests of the corporation:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;Upon consideration of the interests of the corporation&#146;s shareholders and any of the
matters set forth in division (E)&nbsp;of section 1701.59 of the Revised Code; or
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Because the amount or nature of the indebtedness and other obligations to which the
corporation or any successor or the property of either may become subject in connection with the
change or potential change in control provides reasonable grounds to believe that, within a
reasonable period of time, any of the following would apply:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;The assets of the corporation or any successor would be or become less than its
liabilities plus its stated capital, if any;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;The corporation or any successor would be or become insolvent;
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;Any voluntary or involuntary proceeding under the federal bankruptcy laws concerning the
corporation or any successor would be commenced by any person.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">(8)&nbsp;Do all things permitted by law and exercise all authority within the purposes stated in its
articles or incidental to its articles.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section&nbsp;1701.59 of the Revised Code provides as follows:</U>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">(A)&nbsp;Except where the law, the articles, or the regulations require action to be authorized or taken
by shareholders, all of the authority of a corporation shall be exercised by or under the direction
of its directors. For their own government, the directors may adopt bylaws that are not
inconsistent with the articles or the regulations. The selection of a time frame for the
achievement of corporate goals shall be the responsibility of the directors.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">(B)&nbsp;A director shall perform the director&#146;s duties as a director, including the duties as a member
of any committee of the directors upon which the director may serve, in good faith, in a manner the
director reasonably believes to be in or not opposed to the best interests of the corporation, and
with the care that an ordinarily prudent person in a like position would use under similar
circumstances. In performing a director&#146;s duties, a director is entitled to rely on information,
opinions, reports, or statements, including financial statements and other financial data, that are
prepared or presented by any of the following:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;One or more directors, officers, or employees of the corporation who the director
reasonably believes are reliable and competent in the matters prepared or presented;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;Counsel, public accountants, or other persons as to matters that the director reasonably
believes are within the person&#146;s professional or expert competence;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;A committee of the directors upon which the director does not serve, duly established in
accordance with a provision of the articles or the regulations, as to matters within its designated
authority, which committee the director reasonably believes to merit confidence.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">(C)&nbsp;For purposes of division (B)&nbsp;of this section, the following apply:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;A director shall not be found to have violated the director&#146;s duties under division (B)&nbsp;of
this section unless it is proved by clear and convincing evidence that the director has not acted
in good faith, in a manner the director reasonably believes to be in or not opposed to the best
interests of the corporation, or with the care that an ordinarily prudent person in a like position
would use under similar circumstances, in any action brought against a director, including actions
involving or affecting any of the following:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;A change or potential change in control of the corporation, including a determination to
resist a change or potential change in control made pursuant to division (F)(7) of section 1701.13
of the Revised Code;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;A termination or potential termination of the director&#146;s service to the corporation as a
director;
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;The director&#146;s service in any other position or relationship with the corporation.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;A director shall not be considered to be acting in good faith if the director has
knowledge concerning the matter in question that would cause reliance on information, opinions,
reports, or statements that are prepared or presented by the persons described in divisions (B)(1)
to (3)&nbsp;of this section to be unwarranted.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;Nothing contained in this division limits relief available under section 1701.60 of the
Revised Code.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">(D)&nbsp;A director shall be liable in damages for any action that the director takes or fails to take
as a director only if it is proved by clear and convincing evidence in a court of competent
jurisdiction that the director&#146;s action or failure to act involved an act or omission undertaken
with deliberate intent to cause injury to the corporation or undertaken with reckless disregard for
the best interests of the corporation. Nothing contained in this division affects the liability of
directors under section 1701.95 of the Revised Code or limits relief available under section
1701.60 of the Revised Code. This division does not apply if, and only to the extent that, at the
time of a director&#146;s act or omission that is the subject of complaint, the articles or the
regulations of the corporation state by specific reference to this division that the provisions of
this division do not apply to the corporation.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">(E)&nbsp;For purposes of this section, a director, in determining what the director reasonably believes
to be in the best interests of the corporation, shall consider the interests of the corporation&#146;s
shareholders and, in the director&#146;s discretion, may consider any of the following:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;The interests of the corporation&#146;s employees, suppliers, creditors, and customers;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;The economy of the state and nation;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;Community and societal considerations;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(4)&nbsp;The long-term as well as short-term interests of the corporation and its shareholders,
including the possibility that these interests may be best served by the continued independence of
the corporation.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">(F)&nbsp;Nothing contained in division (C)&nbsp;or (D)&nbsp;of this section affects the duties of either of the
following:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;A director who acts in any capacity other than the director&#146;s capacity as a director;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;A director of a corporation that does not have issued and outstanding shares that are
listed on a national securities exchange or are regularly quoted in an over-the-counter market by
one or more members of a national or affiliated securities association, who votes for or assents to
any action taken by the directors of the corporation that, in connection with a change in control
of the corporation, directly results in the holder or holders of a majority of the outstanding
shares of the corporation receiving a greater consideration for their shares than other
shareholders.
</DIV>



<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>



<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>
<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section&nbsp;1701.95 of the Revised Code provides as follows:</U>
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">(A) (1)&nbsp;In addition to any other liabilities imposed by law upon directors of a corporation and
except as provided in division (B)&nbsp;of this section, directors shall be jointly and severally liable
to the corporation as provided in division (A)(2) of this section if they vote for or assent to any
of the following:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;The payment of a dividend or distribution, the making of a distribution of assets to
shareholders, or the purchase or redemption of the corporation&#146;s own shares, contrary in any such
case to law or the articles;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;A distribution of assets to shareholders during the winding up of the affairs of the
corporation, on dissolution or otherwise, without the payment of all known obligations of the
corporation or without making adequate provision for their payment;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;The making of a loan, other than in the usual course of business, to an officer, director,
or shareholder of the corporation, other than in either of the following cases:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;In the case of a savings and loan association or of a corporation engaged in banking or in
the making of loans generally;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;At the time of the making of the loan, a majority of the disinterested directors of the
corporation voted for the loan and, taking into account the terms and provisions of the loan and
other relevant factors, determined that the making of the loan could reasonably be expected to
benefit the corporation.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;(a)&nbsp;In cases under division (A)(1)(a) of this section, directors shall be jointly and
severally liable up to the amount of the dividend, distribution, or other payment, in excess of the
amount that could have been paid or distributed without violation of law or the articles but not in
excess of the amount that would inure to the benefit of the creditors of the corporation if it was
insolvent at the time of the payment or distribution or there was reasonable ground to believe that
by that action it would be rendered insolvent, plus the amount that was paid or distributed to
holders of shares of any class in violation of the rights of holders of shares of any other class.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;In cases under division (A)(1)(b) of this section, directors shall be jointly and
severally liable to the extent that the obligations of the corporation that are not otherwise
barred by statute are not paid or for the payment of which adequate provision has not been made.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;In cases under division (A)(1)(c) of this section, directors shall be jointly and
severally liable for the amount of the loan with interest on it at the rate specified in section
1343.03 of the Revised Code until the amount has been paid.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">(B) (1)&nbsp;A director is not liable under division (A)(1)(a) or (b)&nbsp;of this section if, in determining
the amount available for any dividend, purchase, redemption, or distribution to shareholders, the
director in good faith relied on a financial statement of the corporation prepared by an officer or
employee of the corporation in charge of its accounts or certified by a public accountant or firm
of public
</DIV>



<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">accountants, the director in good faith considered the assets to be of their book value, or the
director followed what the director believed to be sound accounting and business practice.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;A director is not liable under division (A)(1)(c) of this section for making any loan to,
or guaranteeing any loan to or other obligation of, an employee stock ownership plan, as defined in
section 4975(e)(7) of the Internal Revenue Code.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">(C)&nbsp;A director who is present at a meeting of the directors or a committee of the directors at
which action on any matter is authorized or taken and who has not voted for or against the action
shall be presumed to have voted for the action unless that director&#146;s written dissent from the
action is filed, either during the meeting or within a reasonable time after the adjournment of the
meeting, with the person acting as secretary of the meeting or with the secretary of the
corporation.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">(D)&nbsp;A shareholder who knowingly receives any dividend, distribution, or payment made contrary to
law or the articles shall be liable to the corporation for the amount received by that shareholder
that is in excess of the amount that could have been paid or distributed without violation of law
or the articles.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">(E)&nbsp;A director against whom a claim is asserted under or pursuant to this section and who is held
liable on the claim shall be entitled to contribution, on equitable principles, from other
directors who also are liable. In addition, any director against whom a claim is asserted under or
pursuant to this section or who is held liable shall have a right of contribution from the
shareholders who knowingly received any dividend, distribution, or payment made contrary to law or
the articles, and those shareholders as among themselves also shall be entitled to contribution in
proportion to the amounts received by them respectively.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">(F)&nbsp;No action shall be brought by or on behalf of a corporation upon any cause of action arising
under division (A)(1)(a) or (b)&nbsp;of this section at any time after two years from the day on which
the violation occurs.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">(G)&nbsp;Nothing contained in this section shall preclude a creditor whose claim is unpaid from
exercising the rights that that creditor otherwise would have by law to enforce that creditor&#146;s
claim against assets of the corporation paid or distributed to shareholders.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">(H)&nbsp;The failure of a corporation to observe corporate formalities relating to meetings of directors
or shareholders in connection with the management of the corporation&#146;s affairs shall not be
considered a factor tending to establish that the shareholders have personal liability for
corporate obligations.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Section&nbsp;8 of Article&nbsp;III of the Company&#146;s Regulations provides as follows:</U>
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">SECTION 8. Indemnification of Directors and Officers. The Company shall indemnify each present and
future Director and officer, his heirs, executors and administrators against all costs, expenses
(including attorneys&#146; fees), judgments, and liabilities, reasonably incurred by or imposed on him
in connection with or arising out of any claim or any action, suit or proceeding, civil or
criminal, in which he may be or become involved by reason of his being or having been a Director or
officer of the Company, or of any of its subsidiary companies, or of any other company in which he
served or serves as a Director or officer at the request of the Company, irrespective of whether or
not he continues to be a Director or an officer at the time he incurs or becomes subjected to such
costs,
</DIV>



<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">expenses (including attorneys&#146; fees), judgments, and liabilities; but such indemnification shall
not be operative with respect to any matter as to which in any such action, suit or proceeding he
shall have been finally adjudged to have been derelict in the performance of his duties as such
Director or officer. Such indemnification shall apply when the adjudication in such action, suit
or proceeding is otherwise than on the merits and also shall apply when a settlement or compromise
is effected, but in such cases indemnification shall be made only if the Board of Directors of the
Company, acting at a meeting at which a majority of the quorum of the Board is unaffected by self
interest, shall find that such Director or officer has not been derelict in the performance of his
duty as such Director or officer with respect to the matter involved, and shall adopt a resolution
to that effect and in cases of settlement or compromise shall also approve the same; in cases of
settlement or compromise such indemnification shall not include reimbursement of any amounts which
by the terms of the settlement or compromise are paid or payable to the Company itself by the
Director or officer (or in the case of a Director or officer of a subsidiary or another company in
which such Director or officer is serving at the request of the Company any amounts paid or payable
by such Director or officer to such company). If the Board of Directors as herein provided refuses
or fails to act or is unable to act due to the self interest of some or all of its members, the
Company at its expense shall obtain the opinion of counsel and indemnification shall be had only if
it is the opinion of such counsel that the Director or officer has not been derelict in the
performance of his duties as such Director or officer with respect to the matter involved.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The right of indemnification provided for in this section shall not be exclusive of other
rights to which any Director or officer may be entitled as a matter of law and such rights, if any,
shall also inure to the benefit of the heirs, executors or administrators of any such Director or
officer.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><U>Insurance Policies</U>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The Company&#146;s Directors, officers and certain other key employees of the Company are insured by
directors and officers liability insurance policies. The Company pays the premiums for this
insurance.
</DIV>

<!-- link2 "Item 7. Exemption from Registration Claimed" -->
<DIV align="left"><A NAME="006"></A></DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;7. Exemption from Registration Claimed</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.
</DIV>
<!-- link2 "Item 8. EXHIBITS" -->
<DIV align="left"><A NAME="007"></A></DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;8. EXHIBITS</B>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="8%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="90%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000">EXHIBIT NO.</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left" style="border-bottom: 1px solid #000000">DESCRIPTION</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="left" valign="top"><DIV style="margin-left:0px; text-indent:-0px">5
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Counsel</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="left" valign="top"><DIV style="margin-left:0px; text-indent:-0px">23-1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Deloitte &#038; Touche LLP</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="left" valign="top"><DIV style="margin-left:0px; text-indent:-0px">23-2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Kenneth L. Blackburn, Esq., is contained in his opinion filed as Exhibit&nbsp;5</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="left" valign="top"><DIV style="margin-left:0px; text-indent:-0px">24
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Power of Attorney</TD>
</TR>


<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">99
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">The Procter &#038; Gamble 2009 Stock and Incentive Compensation Plan (&#147;Plan&#148;)</TD>
</TR>



<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The registrant will submit or has submitted the Plan and any amendments thereto to
the Internal Revenue Service (the &#147;IRS&#148;) in a timely manner, and has made or will make all changes
required by the IRS in order to qualify the Plan.
</DIV>

<!-- link2 "Item 9. UNDERTAKINGS" -->
<DIV align="left"><A NAME="008"></A></DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;9. UNDERTAKINGS</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">(a)&nbsp;The undersigned registrant hereby undertakes:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;To file, during any period in which offers or sales are being made, a post-effective
amendment to this registration statement:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;To reflect in the prospectus any facts or events arising after the effective date of the
registration statement (or the most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed that which was registered) and
any deviation from the low or high end of the estimated maximum offering range may be reflected in
the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum aggregate offering
price set forth in the &#147;Calculation of Registration Fee&#148; table in the effective registration
statement;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;To include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to such information in
the registration statement;
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;That, for the purpose of determining any liability under the Securities Act of 1933, each
such post-effective amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;To remove from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering;
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">(b)&nbsp;The undersigned registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act of 1933, each filing of the registrant&#146;s annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan&#146;s annual report pursuant to Section 15(d) of the Securities Exchange
Act of
</DIV>



<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">1934) that is incorporated by reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">(c)&nbsp;Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy as expressed in
the Act and is, therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
</DIV>



<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>




<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>
<DIV style="font-family: 'Times New Roman',Times,serif">

<!-- link1 "SIGNATURES" -->
<DIV align="left"><A NAME="009"></A></DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>SIGNATURES</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">THE REGISTRANT. Pursuant to the requirements of the Securities Act, the registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8
and has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Cincinnati, State of Ohio, on December&nbsp;8,
2009.
</DIV>


<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>

    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="48%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD colspan="3" align="left">THE PROCTER &#038; GAMBLE COMPANY<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/ Robert A. McDonald
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">Robert A. McDonald&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>

    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">Chairman of the Board, President, Chief Executive Officer (Principal Executive Officer)&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by
the following persons in the capacities indicated on December&nbsp;8, 2009
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="30%">&nbsp;</TD>
    <TD width="14%">&nbsp;</TD>
    <TD width="46%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Signature</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Title</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;*
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Chairman of the Board, President, Chief Executive Officer&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Robert A. McDonald
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"> (Principal Executive Officer)</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;*
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Jon R. Moeller
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Chief Financial Officer <BR>(Principal Financial Officer)&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;*
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Valarie L. Sheppard
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Comptroller<BR> (Principal Accounting Officer)&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;*
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Kenneth I. Chenault
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;*
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Scott D. Cook
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;*
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Rajat K. Gupta
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="30%">&nbsp;</TD>
    <TD width="14%">&nbsp;</TD>
    <TD width="46%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Signature</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Title</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;*
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Charles R. Lee
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;*
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
W. James McNerney, Jr.
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;*
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Johnathan A. Rodgers
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;*
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Ralph Snyderman
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;*
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Mary Agnes Wilderotter
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;*
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Patricia A. Woertz
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;*
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
Ernesto Zedillo
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>

    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="48%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>

    <TD colspan="3" align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>

    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/ Steven W. Jemison
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">* Steven W. Jemison as Attorney-in-Fact&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

</TABLE>

<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<!-- link1 "EXHIBIT INDEX" -->
<DIV align="left"><A NAME="010"></A></DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">EXHIBIT INDEX
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="88%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000">EXHIBIT NO.</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left" style="border-bottom: 1px solid #000000">DESCRIPTION</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">

    <TD COLSPAN="2" align="LEFT" valign="top">5</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Opinion of Counsel</DIV></TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom">

    <TD colspan="2" align="LEFT" valign="top">23-1</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Consent of Deloitte &#038; Touche LLP</DIV></TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom">

    <TD colspan="2" align="left" valign="top">23-2</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Consent of Kenneth L. Blackburn, Esq., is contained in his opinion filed as Exhibit&nbsp;5</DIV></TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom">

 <td colspan="2" align="left" valign="top">24</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Power of Attorney</DIV></TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom">

    <TD colspan="2" align="left" valign="top">99</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">The Procter and Gamble 2009 Stock and Incentive Compensation Plan</DIV></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>



</BODY>
</HTML>
[{"type": "S-8", "sequence": "1", "filename": "l38662sv8.htm", "description": "FORM S-8", "secsgml_size_bytes": 87115}]
{"company-data": {"conformed-name": "PROCTER & GAMBLE CO", "cik": "0000080424", "assigned-sic": "2840", "irs-number": "310411980", "state-of-incorporation": "OH", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-164612", "film-number": "10562556"}, "business-address": {"street1": "ONE PROCTER & GAMBLE PLAZA", "city": "CINCINNATI", "state": "OH", "zip": "45202", "phone": "5139831100"}, "mail-address": {"street1": "ONE PROCTER & GAMBLE PLAZA", "city": "CINCINNATI", "state": "OH", "zip": "45202"}}
sv8
Table of Contents
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE PROCTER & GAMBLE COMPANY
(Exact name of registrant as specified in its charter)
Ohio
31-0411980
(State or other jurisdiction
(I.R.S. Employer
of incorporation or organization)
Identification No.)
One Procter & Gamble Plaza, Cincinnati, Ohio 45202
(513) 983-1100
(Address, including zip code, and telephone
number, including area code, of registrant's principal executive offices)
The Procter & Gamble 2009 Stock and Incentive Compensation Plan
Deborah P. Majoras, Secretary
The Procter & Gamble Company
One Procter & Gamble Plaza, Cincinnati, Ohio 45202
(513) 983-1100
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large
accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the
Exchange Act.
Large accelerated filer
þ
Accelerated filer
o
Non-accelerated filer
o
Smaller reporting company
o
(Do not check if a smaller reporting company)
CALCULATION OF REGISTRATION FEE
Title of securities to be
Amount
Proposed maximum
Proposed maximum aggregate
Amount of registration
registered
to be registered
1
offering price per unit
2
offering price
fee
Common Stock
(without par value)
181,113,260
$60.475
$10,952,824,399
$780,936.38
(1)
Pursuant to Rule 416 of the Securities Act of 1933 (the "Securities Act"), this
registration statement also covers additional shares of Common Stock as may be issued
to prevent dilution from stock splits, stock dividends, and similar transactions.
(2)
Estimated solely for the purpose of calculating the registration fee
pursuant to paragraphs (c) and (h) of Rule 457 of the Securities Act on the basis of
the average of the high and low prices of the Common Stock on the New York Stock
Exchange on January 26, 2010, within five business days prior to filing.
TABLE OF CONTENTS
PART I
PART II
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Item 4. DESCRIPTION OF SECURITIES
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Item 7. Exemption from Registration Claimed
Item 8. EXHIBITS
Item 9. UNDERTAKINGS
SIGNATURES
EXHIBIT INDEX
EX-5
EX-23.1
EX-24
EX-99
Table of Contents
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in Part I of Form S-8 will be sent or given
to employees as specified by Rule 428(b)(1) under the Securities Act. Such documents need not be
filed with the Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the
Securities Act. These documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Part II of this form, taken together, constitute a prospectus that
meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Registrant with the Commission pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated herein by reference:
1.
The Registrant's Annual Report on Form 10-K, filed August 14, 2009, for the
fiscal year ended June 30, 2009 (which incorporates by reference portions of the
Registrant's definitive Proxy Statement dated August 28, 2009 for the Registrant's
Annual Meeting of Shareholders held on October 13, 2009 and portions of its Annual
Report to Shareholders for the year ended June 30, 2009).
2.
The Company's Quarterly Report on Form 10-Q filed October 29, 2009, for the
period ended September 30, 2009.
3.
The Company's Quarterly Report on Form 10-Q filed
January 28, 2010, for the
period ended December 31, 2009.
4.
The Company's reports on Form 8-K filed on August 12, 2009, August 28, 2009,
December 8, 2009, January 15, 2010 and January 29, 2010.
Table of Contents
5.
All other documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities then
remaining unsold shall be deemed to be a part hereof from the dates of filing of such
reports and documents. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded for
purposes of the Registration Statement or any Prospectus hereunder to the extent that a
statement contained in any subsequent Prospectus hereunder or in any document
subsequently filed with the Commission which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to constitute a
part of the Registration Statement or any Prospectus hereunder.
Item 4. DESCRIPTION OF SECURITIES
The Company's Amended Articles of Incorporation (the "Amended Articles of Incorporation")
authorize the issuance of 10,000,000,000 shares of Common Stock, 600,000,000 shares of Class A
Preferred Stock and 200,000,000 shares of Class B Preferred Stock, all of which are
without par value ("Common Stock," "Class A Preferred Stock," and "Class B Preferred Stock,"
respectively). The holders of Common Stock and Class A Preferred Stock are entitled to one vote
per share on each matter submitted to a vote of shareholders. The holders of Class B Preferred
Stock are not entitled to vote other than as provided by law. The Company's Board of Directors
(the "Board") is not classified and each member is elected annually.
The holders of Class A Preferred Stock and Class B Preferred Stock have the right to receive
dividends prior to the payment of dividends on the Common Stock. The Board has the power to
determine certain terms relative to any Class A Preferred Stock and Class B Preferred Stock to be
issued, such as the power to establish different series and to set dividend rates, the dates of
payment of dividends, the cumulative dividend rights and dates, redemption rights and prices,
sinking fund requirements, restrictions on the issuance of such shares or any series thereof,
liquidation price and conversion rights. Also, the Board may fix such other express terms as may
be permitted or required by law. In the event of any liquidation, dissolution or winding up, the
holders of the Common Stock are entitled to receive as a class, pro rata, the residue of the assets
after payment of the liquidation price to the holders of Class A Preferred Stock and Class B
Preferred Stock.
The Board has determined the terms of shares of Class A Preferred Stock issued as Series A
ESOP Convertible Class A Preferred Stock, which can only be held by a trustee or trustees of an
employee stock ownership plan or other benefit plan of the Company. Upon transfer of Series A ESOP
Convertible Class A Preferred Stock to any other person, such transferred shares shall be
automatically converted into shares of Common Stock. Each share of Series A ESOP Convertible Class
A Preferred Stock has a cumulative dividend of $.5036075 per year and a liquidation price of $6.82
per share (as adjusted for the stock splits on October 20, 1989, May 15, 1992, August 22, 1997 and
May 21, 2004, and the Smucker transaction effective June 1, 2002), is redeemable by the Company or
the holder, is convertible at the option of the holder into one share of Common Stock and has
certain anti-dilution protections associated with the conversion
Table of Contents
rights. Appropriate adjustments to dividends and liquidation price will be made to give
effect to any future stock splits, stock dividends or similar changes to the Series A ESOP
Convertible Class A Preferred Stock.
The Board has also determined the terms of shares of Class A Preferred Stock issued as Series
B ESOP Convertible Class A Preferred Stock. Each share of Series B ESOP Convertible Class A
Preferred Stock has a cumulative dividend of $1.022 per year and a liquidation price of $12.96 per
share, (as adjusted for the stock splits on August 22, 1997 and May 21, 2004, and the Smucker
transaction effective June 1, 2002) is redeemable by the Company or the holder under certain
circumstances, is convertible at the option of the holder into one share of Common Stock and has
certain anti-dilution protections associated with the conversion rights. Appropriate adjustments
to dividends and liquidation price will be made to give effect to any future stock splits, stock
dividends or similar changes to the Series B ESOP Convertible Class A Preferred Stock.
No shares of Class B Preferred Stock are currently issued.
All of the issued shares of Common Stock of the Company are fully paid and non-assessable.
Common Stock does not have any conversion rights and is not subject to any redemption provisions.
No holder of shares of any class of the Company's capital stock has or shall have any right,
pre-emptive or other, to subscribe for or to purchase from the Company any of the shares of any
class of the Company hereafter issued or sold. No shares of any class of the Company's capital
stock are subject to any sinking fund provisions or to calls, assessments by, or liabilities of the
Company.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the shares of Common Stock offered hereby is being passed upon for the
Registrant by Kenneth L. Blackburn, Esq., Senior Counsel, The Procter & Gamble Company, One Procter
& Gamble Plaza, Cincinnati, Ohio, 45202. Mr. Blackburn is the owner of shares of Common Stock of
the Registrant and holds stock options granted under one or more Company plans.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 1701.13(E) of the Ohio Revised Code (the "Revised Code") provides as follows
:
(E)(1) A corporation may indemnify or agree to indemnify any person who was or is a party, or is
threatened to be made a party, to any threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, or investigative, other than an action by or
in the right of the corporation, by reason of the fact that he is or was a director, officer,
employee, or agent of the corporation, or is or was serving at the request of the corporation as a
director, trustee, officer, employee, member, manager, or agent of another corporation, domestic or
foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture,
trust, or other enterprise, against expenses, including attorney's fees, judgments, fines, and
amounts paid in settlement actually and reasonably incurred by him in connection with such action,
suit, or proceeding, if he acted in good
Table of Contents
faith and in a manner he reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, if he had no reasonable cause
to believe his conduct was unlawful. The termination of any action, suit, or proceeding by
judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, he had reasonable cause to believe that his
conduct was unlawful.
(2) A corporation may indemnify or agree to indemnify any person who was or is a party, or is
threatened to be made a party, to any threatened, pending, or completed action or suit by or in the
right of the corporation to procure a judgment in its favor, by reason of the fact that he is or
was a director, officer, employee, or agent of the corporation, or is or was serving at the request
of the corporation as a director, trustee, officer, employee, member, manager, or agent of another
corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a
partnership, joint venture, trust, or other enterprise, against expenses, including attorney's
fees, actually and reasonably incurred by him in connection with the defense or settlement of such
action or suit, if he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, except that no indemnification shall be made in
respect of any of the following:
(a) Any claim, issue, or matter as to which such person is adjudged to be liable for
negligence or misconduct in the performance of his duty to the corporation unless, and only to the
extent that, the court of common pleas or the court in which such action or suit was brought
determines, upon application, that, despite the adjudication of liability, but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to indemnity for such
expenses as the court of common pleas or such other court shall deem proper;
(b) Any action or suit in which the only liability asserted against a director is pursuant to
section 1701.95 of the Revised Code.`
(3) To the extent that a director, trustee, officer, employee, member, manager, or agent has been
successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in
division (E)(1) or (2) of this section, or in defense of any claim, issue, or matter therein, he
shall be indemnified against expenses, including attorney's fees, actually and reasonably incurred
by him in connection with the action, suit, or proceeding.
(4) Any indemnification under division (E)(1) or (2) of this section, unless ordered by a court,
shall be made by the corporation only as authorized in the specific case, upon a determination that
indemnification of the director, trustee, officer, employee, member, manager, or agent is proper in
the circumstances because he has met the applicable standard of conduct set forth in division
(E)(1) or (2) of this section. Such determination shall be made as follows:
(a) By a majority vote of a quorum consisting of directors of the indemnifying corporation who
were not and are not parties to or threatened with the action, suit, or proceeding referred to in
division (E)(1) or (2) of this section;
(b) If the quorum described in division (E)(4)(a) of this section is not obtainable or if a
majority vote of a quorum of disinterested directors so directs, in a written opinion by
independent legal counsel other than an attorney, or a firm having associated with it an attorney,
who
Table of Contents
has been retained by or who has performed services for the corporation or any person to be
indemnified within the past five years;
(c) By the shareholders;
(d) By the court of common pleas or the court in which the action, suit, or proceeding
referred to in division (E)(1) or (2) of this section was brought.
Any determination made by the disinterested directors under division (E)(4)(a) or by
independent legal counsel under division (E)(4)(b) of this section shall be promptly communicated
to the person who threatened or brought the action or suit by or in the right of the corporation
under division (E)(2) of this section, and, within ten days after receipt of such notification,
such person shall have the right to petition the court of common pleas or the court in which such
action or suit was brought to review the reasonableness of such determination.
(5) (a) Unless at the time of a director's act or omission that is the subject of an action, suit,
or proceeding referred to in division (E)(1) or (2) of this section, the articles or the
regulations of a corporation state, by specific reference to this division, that the provisions of
this division do not apply to the corporation and unless the only liability asserted against a
director in an action, suit, or proceeding referred to in division (E)(1) or (2) of this section is
pursuant to section 1701.95 of the Revised Code, expenses, including attorney's fees, incurred by a
director in defending the action, suit, or proceeding shall be paid by the corporation as they are
incurred, in advance of the final disposition of the action, suit, or proceeding, upon receipt of
an undertaking by or on behalf of the director in which he agrees to do both of the following:
(i) Repay such amount if it is proved by clear and convincing evidence in a court of competent
jurisdiction that his action or failure to act involved an act or omission undertaken with
deliberate intent to cause injury to the corporation or undertaken with reckless disregard for the
best interests of the corporation;
(ii) Reasonably cooperate with the corporation concerning the action, suit, or proceeding.
(b) Expenses, including attorney's fees, incurred by a director, trustee, officer, employee,
member, manager, or agent in defending any action, suit, or proceeding referred to in division
(E)(1) or (2) of this section, may be paid by the corporation as they are incurred, in advance of
the final disposition of the action, suit, or proceeding, as authorized by the directors in the
specific case, upon receipt of an undertaking by or on behalf of the director, trustee, officer,
employee, member, manager, or agent to repay such amount, if it ultimately is determined that he is
not entitled to be indemnified by the corporation.
(6) The indemnification authorized by this section shall not be exclusive of, and shall be in
addition to, any other rights granted to those seeking indemnification under the articles, the
regulations, any agreement, a vote of shareholders or disinterested directors, or otherwise, both
as to action in their official capacities and as to action in another capacity while holding their
offices or positions, and shall continue as to a person who has ceased to be a director, trustee,
officer, employee, member, manager, or agent and shall inure to the benefit of the heirs,
executors, and administrators of such a person.
Table of Contents
(7) A corporation may purchase and maintain insurance or furnish similar protection, including, but
not limited to, trust funds, letters of credit, or self-insurance, on behalf of or for any person
who is or was a director, officer, employee, or agent of the corporation, or is or was serving at
the request of the corporation as a director, trustee, officer, employee, member, manager, or agent
of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company,
or a partnership, joint venture, trust, or other enterprise, against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as such, whether or not
the corporation would have the power to indemnify him against such liability under this section.
Insurance may be purchased from or maintained with a person in which the corporation has a
financial interest.
(8) The authority of a corporation to indemnify persons pursuant to division (E)(1) or (2) of this
section does not limit the payment of expenses as they are incurred, indemnification, insurance, or
other protection that may be provided pursuant to divisions (E)(5), (6), and (7) of this section.
Divisions (E)(1) and (2) of this section do not create any obligation to repay or return payments
made by the corporation pursuant to division (E)(5), (6), or (7).
(9) As used in division (E) of this section, "corporation" includes all constituent entities in a
consolidation or merger and the new or surviving corporation, so that any person who is or was a
director, officer, employee, trustee, member, manager, or agent of such a constituent entity, or is
or was serving at the request of such constituent entity as a director, trustee, officer, employee,
member, manager, or agent of another corporation, domestic or foreign, nonprofit or for profit, a
limited liability company, or a partnership, joint venture, trust, or other enterprise, shall stand
in the same position under this section with respect to the new or surviving corporation as he
would if he had served the new or surviving corporation in the same capacity.
Section 1701.13 (F)(7) of the Revised Code provides as follows:
(F) In carrying out the purposes stated in its articles and subject to limitations prescribed by
law or in its articles, a corporation may:
(7) Resist a change or potential change in control of the corporation if the directors by a
majority vote of a quorum determine that the change or potential change is opposed to or not in the
best interests of the corporation:
(a) Upon consideration of the interests of the corporation's shareholders and any of the
matters set forth in division (E) of section 1701.59 of the Revised Code; or
(b) Because the amount or nature of the indebtedness and other obligations to which the
corporation or any successor or the property of either may become subject in connection with the
change or potential change in control provides reasonable grounds to believe that, within a
reasonable period of time, any of the following would apply:
(i) The assets of the corporation or any successor would be or become less than its
liabilities plus its stated capital, if any;
(ii) The corporation or any successor would be or become insolvent;
Table of Contents
(iii) Any voluntary or involuntary proceeding under the federal bankruptcy laws concerning the
corporation or any successor would be commenced by any person.
(8) Do all things permitted by law and exercise all authority within the purposes stated in its
articles or incidental to its articles.
Section 1701.59 of the Revised Code provides as follows:
(A) Except where the law, the articles, or the regulations require action to be authorized or taken
by shareholders, all of the authority of a corporation shall be exercised by or under the direction
of its directors. For their own government, the directors may adopt bylaws that are not
inconsistent with the articles or the regulations. The selection of a time frame for the
achievement of corporate goals shall be the responsibility of the directors.
(B) A director shall perform the director's duties as a director, including the duties as a member
of any committee of the directors upon which the director may serve, in good faith, in a manner the
director reasonably believes to be in or not opposed to the best interests of the corporation, and
with the care that an ordinarily prudent person in a like position would use under similar
circumstances. In performing a director's duties, a director is entitled to rely on information,
opinions, reports, or statements, including financial statements and other financial data, that are
prepared or presented by any of the following:
(1) One or more directors, officers, or employees of the corporation who the director
reasonably believes are reliable and competent in the matters prepared or presented;
(2) Counsel, public accountants, or other persons as to matters that the director reasonably
believes are within the person's professional or expert competence;
(3) A committee of the directors upon which the director does not serve, duly established in
accordance with a provision of the articles or the regulations, as to matters within its designated
authority, which committee the director reasonably believes to merit confidence.
(C) For purposes of division (B) of this section, the following apply:
(1) A director shall not be found to have violated the director's duties under division (B) of
this section unless it is proved by clear and convincing evidence that the director has not acted
in good faith, in a manner the director reasonably believes to be in or not opposed to the best
interests of the corporation, or with the care that an ordinarily prudent person in a like position
would use under similar circumstances, in any action brought against a director, including actions
involving or affecting any of the following:
(a) A change or potential change in control of the corporation, including a determination to
resist a change or potential change in control made pursuant to division (F)(7) of section 1701.13
of the Revised Code;
(b) A termination or potential termination of the director's service to the corporation as a
director;
Table of Contents
(c) The director's service in any other position or relationship with the corporation.
(2) A director shall not be considered to be acting in good faith if the director has
knowledge concerning the matter in question that would cause reliance on information, opinions,
reports, or statements that are prepared or presented by the persons described in divisions (B)(1)
to (3) of this section to be unwarranted.
(3) Nothing contained in this division limits relief available under section 1701.60 of the
Revised Code.
(D) A director shall be liable in damages for any action that the director takes or fails to take
as a director only if it is proved by clear and convincing evidence in a court of competent
jurisdiction that the director's action or failure to act involved an act or omission undertaken
with deliberate intent to cause injury to the corporation or undertaken with reckless disregard for
the best interests of the corporation. Nothing contained in this division affects the liability of
directors under section 1701.95 of the Revised Code or limits relief available under section
1701.60 of the Revised Code. This division does not apply if, and only to the extent that, at the
time of a director's act or omission that is the subject of complaint, the articles or the
regulations of the corporation state by specific reference to this division that the provisions of
this division do not apply to the corporation.
(E) For purposes of this section, a director, in determining what the director reasonably believes
to be in the best interests of the corporation, shall consider the interests of the corporation's
shareholders and, in the director's discretion, may consider any of the following:
(1) The interests of the corporation's employees, suppliers, creditors, and customers;
(2) The economy of the state and nation;
(3) Community and societal considerations;
(4) The long-term as well as short-term interests of the corporation and its shareholders,
including the possibility that these interests may be best served by the continued independence of
the corporation.
(F) Nothing contained in division (C) or (D) of this section affects the duties of either of the
following:
(1) A director who acts in any capacity other than the director's capacity as a director;
(2) A director of a corporation that does not have issued and outstanding shares that are
listed on a national securities exchange or are regularly quoted in an over-the-counter market by
one or more members of a national or affiliated securities association, who votes for or assents to
any action taken by the directors of the corporation that, in connection with a change in control
of the corporation, directly results in the holder or holders of a majority of the outstanding
shares of the corporation receiving a greater consideration for their shares than other
shareholders.
Table of Contents
Section 1701.95 of the Revised Code provides as follows:
(A) (1) In addition to any other liabilities imposed by law upon directors of a corporation and
except as provided in division (B) of this section, directors shall be jointly and severally liable
to the corporation as provided in division (A)(2) of this section if they vote for or assent to any
of the following:
(a) The payment of a dividend or distribution, the making of a distribution of assets to
shareholders, or the purchase or redemption of the corporation's own shares, contrary in any such
case to law or the articles;
(b) A distribution of assets to shareholders during the winding up of the affairs of the
corporation, on dissolution or otherwise, without the payment of all known obligations of the
corporation or without making adequate provision for their payment;
(c) The making of a loan, other than in the usual course of business, to an officer, director,
or shareholder of the corporation, other than in either of the following cases:
(i) In the case of a savings and loan association or of a corporation engaged in banking or in
the making of loans generally;
(ii) At the time of the making of the loan, a majority of the disinterested directors of the
corporation voted for the loan and, taking into account the terms and provisions of the loan and
other relevant factors, determined that the making of the loan could reasonably be expected to
benefit the corporation.
(2) (a) In cases under division (A)(1)(a) of this section, directors shall be jointly and
severally liable up to the amount of the dividend, distribution, or other payment, in excess of the
amount that could have been paid or distributed without violation of law or the articles but not in
excess of the amount that would inure to the benefit of the creditors of the corporation if it was
insolvent at the time of the payment or distribution or there was reasonable ground to believe that
by that action it would be rendered insolvent, plus the amount that was paid or distributed to
holders of shares of any class in violation of the rights of holders of shares of any other class.
(b) In cases under division (A)(1)(b) of this section, directors shall be jointly and
severally liable to the extent that the obligations of the corporation that are not otherwise
barred by statute are not paid or for the payment of which adequate provision has not been made.
(c) In cases under division (A)(1)(c) of this section, directors shall be jointly and
severally liable for the amount of the loan with interest on it at the rate specified in section
1343.03 of the Revised Code until the amount has been paid.
(B) (1) A director is not liable under division (A)(1)(a) or (b) of this section if, in determining
the amount available for any dividend, purchase, redemption, or distribution to shareholders, the
director in good faith relied on a financial statement of the corporation prepared by an officer or
employee of the corporation in charge of its accounts or certified by a public accountant or firm
of public
Table of Contents
accountants, the director in good faith considered the assets to be of their book value, or the
director followed what the director believed to be sound accounting and business practice.
(2) A director is not liable under division (A)(1)(c) of this section for making any loan to,
or guaranteeing any loan to or other obligation of, an employee stock ownership plan, as defined in
section 4975(e)(7) of the Internal Revenue Code.
(C) A director who is present at a meeting of the directors or a committee of the directors at
which action on any matter is authorized or taken and who has not voted for or against the action
shall be presumed to have voted for the action unless that director's written dissent from the
action is filed, either during the meeting or within a reasonable time after the adjournment of the
meeting, with the person acting as secretary of the meeting or with the secretary of the
corporation.
(D) A shareholder who knowingly receives any dividend, distribution, or payment made contrary to
law or the articles shall be liable to the corporation for the amount received by that shareholder
that is in excess of the amount that could have been paid or distributed without violation of law
or the articles.
(E) A director against whom a claim is asserted under or pursuant to this section and who is held
liable on the claim shall be entitled to contribution, on equitable principles, from other
directors who also are liable. In addition, any director against whom a claim is asserted under or
pursuant to this section or who is held liable shall have a right of contribution from the
shareholders who knowingly received any dividend, distribution, or payment made contrary to law or
the articles, and those shareholders as among themselves also shall be entitled to contribution in
proportion to the amounts received by them respectively.
(F) No action shall be brought by or on behalf of a corporation upon any cause of action arising
under division (A)(1)(a) or (b) of this section at any time after two years from the day on which
the violation occurs.
(G) Nothing contained in this section shall preclude a creditor whose claim is unpaid from
exercising the rights that that creditor otherwise would have by law to enforce that creditor's
claim against assets of the corporation paid or distributed to shareholders.
(H) The failure of a corporation to observe corporate formalities relating to meetings of directors
or shareholders in connection with the management of the corporation's affairs shall not be
considered a factor tending to establish that the shareholders have personal liability for
corporate obligations.
Section 8 of Article III of the Company's Regulations provides as follows:
SECTION 8. Indemnification of Directors and Officers. The Company shall indemnify each present and
future Director and officer, his heirs, executors and administrators against all costs, expenses
(including attorneys' fees), judgments, and liabilities, reasonably incurred by or imposed on him
in connection with or arising out of any claim or any action, suit or proceeding, civil or
criminal, in which he may be or become involved by reason of his being or having been a Director or
officer of the Company, or of any of its subsidiary companies, or of any other company in which he
served or serves as a Director or officer at the request of the Company, irrespective of whether or
not he continues to be a Director or an officer at the time he incurs or becomes subjected to such
costs,
Table of Contents
expenses (including attorneys' fees), judgments, and liabilities; but such indemnification shall
not be operative with respect to any matter as to which in any such action, suit or proceeding he
shall have been finally adjudged to have been derelict in the performance of his duties as such
Director or officer. Such indemnification shall apply when the adjudication in such action, suit
or proceeding is otherwise than on the merits and also shall apply when a settlement or compromise
is effected, but in such cases indemnification shall be made only if the Board of Directors of the
Company, acting at a meeting at which a majority of the quorum of the Board is unaffected by self
interest, shall find that such Director or officer has not been derelict in the performance of his
duty as such Director or officer with respect to the matter involved, and shall adopt a resolution
to that effect and in cases of settlement or compromise shall also approve the same; in cases of
settlement or compromise such indemnification shall not include reimbursement of any amounts which
by the terms of the settlement or compromise are paid or payable to the Company itself by the
Director or officer (or in the case of a Director or officer of a subsidiary or another company in
which such Director or officer is serving at the request of the Company any amounts paid or payable
by such Director or officer to such company). If the Board of Directors as herein provided refuses
or fails to act or is unable to act due to the self interest of some or all of its members, the
Company at its expense shall obtain the opinion of counsel and indemnification shall be had only if
it is the opinion of such counsel that the Director or officer has not been derelict in the
performance of his duties as such Director or officer with respect to the matter involved.
The right of indemnification provided for in this section shall not be exclusive of other
rights to which any Director or officer may be entitled as a matter of law and such rights, if any,
shall also inure to the benefit of the heirs, executors or administrators of any such Director or
officer.
Insurance Policies
The Company's Directors, officers and certain other key employees of the Company are insured by
directors and officers liability insurance policies. The Company pays the premiums for this
insurance.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. EXHIBITS
EXHIBIT NO.
DESCRIPTION
5
Opinion of Counsel
23-1
Consent of Deloitte & Touche LLP
23-2
Consent of Kenneth L. Blackburn, Esq., is contained in his opinion filed as Exhibit 5
24
Power of Attorney
99
The Procter & Gamble 2009 Stock and Incentive Compensation Plan ("Plan")
Table of Contents
The registrant will submit or has submitted the Plan and any amendments thereto to
the Internal Revenue Service (the "IRS") in a timely manner, and has made or will make all changes
required by the IRS in order to qualify the Plan.
Item 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective
amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the
registration statement (or the most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed that which was registered) and
any deviation from the low or high end of the estimated maximum offering range may be reflected in
the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the effective registration
statement;
(iii) To include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to such information in
the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each
such post-effective amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof;
(3) To remove from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering;
(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange
Act of
Table of Contents
1934) that is incorporated by reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy as expressed in
the Act and is, therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
Table of Contents
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act, the registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8
and has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Cincinnati, State of Ohio, on December 8,
2009.
THE PROCTER & GAMBLE COMPANY
By:
/s/ Robert A. McDonald
Robert A. McDonald
Chairman of the Board, President, Chief Executive Officer (Principal Executive Officer)
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by
the following persons in the capacities indicated on December 8, 2009
Signature
Title
*
Chairman of the Board, President, Chief Executive Officer
Robert A. McDonald
(Principal Executive Officer)
*
Jon R. Moeller
Chief Financial Officer
(Principal Financial Officer)
*
Valarie L. Sheppard
Comptroller
(Principal Accounting Officer)
*
Kenneth I. Chenault
Director
*
Scott D. Cook
Director
*
Rajat K. Gupta
Director
Table of Contents
Signature
Title
*
Charles R. Lee
Director
*
W. James McNerney, Jr.
Director
*
Johnathan A. Rodgers
Director
*
Ralph Snyderman
Director
*
Mary Agnes Wilderotter
Director
*
Patricia A. Woertz
Director
*
Ernesto Zedillo
Director
By:
/s/ Steven W. Jemison
* Steven W. Jemison as Attorney-in-Fact
Table of Contents
EXHIBIT INDEX
EXHIBIT NO.
DESCRIPTION
5
Opinion of Counsel
23-1
Consent of Deloitte & Touche LLP
23-2
Consent of Kenneth L. Blackburn, Esq., is contained in his opinion filed as Exhibit 5
24
Power of Attorney
99
The Procter and Gamble 2009 Stock and Incentive Compensation Plan