Exhibit (10.12)

ADDITIONAL PROGRAMS AVAILABLE TO CERTAIN OFFICERS AND NON-EMPLOYEE DIRECTORS

I.   CERTAIN OFFICER PROGRAMS

The following is a summary of programs that are available to employees at the
President level or higher ("Eligible Employees").

FINANCIAL COUNSELING

The Financial Counseling Program is a reimbursement program designed to address
the special financial planning needs of Eligible Employees. The Company provides
a one-time initial reimbursement of up to $12,500 for program set-up, to include
initial consultations with tax and financial experts and tax and financial
counseling for the initial year in which the employee participates in the
program. Thereafter, the company reimburses Eligible Employees up to $8,500
annually for tax and financial counseling services.

The amounts described above are maximum reimbursement levels and may be used
only for eligible expenses. Reimbursements may not be used for broker, portfolio
management or similar fees, and the Company does not make cash payouts of any
unused allowances. In addition, services provided by the Company's independent
auditor are not reimbursable under this program.

EXECUTIVE PHYSICAL

The Company will reimburse the cost of an annual physical examination for each
Eligible Employee.

CLUB MEMBERSHIP

Cincinnati, Ohio-based Eligible Employees are authorized to join the
Metropolitan Club or Banker's Club at the Company's expense. The Metropolitan
and Banker's clubs are private social/dining clubs, where the annual membership
fees for each Eligible Employee are currently no more than $2,000 per club. For
Eligible Employees based outside of Cincinnati, Ohio, the Company will reimburse
the costs of joining a local social/dining club. The primary purpose of these
memberships is to facilitate business-related entertaining and networking.
However, these are full memberships and as such Eligible Employees are able to
use these memberships for personal use as well. Apart from the annual membership
fee, the Company does not reimburse or otherwise cover any personal use of these
memberships.

PERSONAL SECURITY

The Company provides personal security services to the Chief Executive Officer
and the Vice-Chairs of the Company, at Company expense. In addition, The Global
Human Resources Officer may approve personal security services to other Company
Employees where appropriate, again at Company expense.



SPOUSE TRAVEL

The purpose of the spouse travel program is to familiarize the spouse with the
business issues and demands facing Eligible Employees and to meet other P&G
employees and spouses. Although the Company does not consider spouse travel to
be a personal benefit to Eligible Employees, it is including a description of
spouse travel reimbursement as part of the programs available to Eligible
Employees.

The Company allows spouses (or significant others) of Eligible Employees to
accompany the relevant Eligible Employee on up to two international business
trips per year and up to one domestic business trip per year, at Company
expense. In addition, the Company pays reasonable air and ground transportation,
sight-seeing tour, hotel, meal and other incidental entertainment costs when the
Company requests that spouses (or significant others) of Eligible Employees
attend an event or meeting, such as the annual offsite meeting of the Company's
Board of Directors. Other similar Company-paid travel is subject to approval by
the head of the relevant Global Business Unit, the head of the Global MDO, or
the Global Human Resources Officer, as appropriate.



II.  NON-EMPLOYEE DIRECTOR PROGRAMS

This paragraph summarizes a travel program available to spouses, significant
others and family members (collectively, "Guests") who accompany non-employee
directors ("Directors"). The purpose of these policies is to familiarize the
Guests with the business issues and demands facing the Directors and to meet
other Guests and employee spouses (or significant others). Although the Company
does not consider Guest travel to be a personal benefit to Directors, it is
including a description of Guest travel reimbursement as a program available to
Directors.

Generally, Guests are permitted to accompany Directors to regular Board meetings
and other Board activities, so long as the Director is using Company aircraft
and the Guests do not cause incremental aircraft costs. No more than once per
year, the Board holds a multi-day offsite meeting, often in a location outside
the United States. Guests are also permitted to accompany Directors to these
offsite meetings. In some of these cases, the Guests' travel costs may be
considered incremental or may involve commercial flights. The Company arranges
and pays for reasonable ground transportation, sight-seeing tour, hotel, meal
and other incidental entertainment costs for Directors and Guests while
Directors attend both regular and off-site Board meetings and other Board
activities.