SC TO-I

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

THE PROCTER & GAMBLE COMPANY

(Name of Subject Company (issuer) and Filing Person (offeror))

Common Stock, without Par Value

(Title of Class of Securities)

742718 10 9

(CUSIP Number of Class of Securities)

E. J. Wunsch, Esq.

The Procter & Gamble Company

One Procter & Gamble Plaza

Cincinnati, Ohio 45202

(513) 983-1100

(Name, address and telephone number of person authorized to receive notices

and communications on behalf of filing persons)

Copies to:

Robert A. Profusek, Esq.

J. Eric Maki, Esq.

Jones Day

222 East 41st Street

New York, New York 10017

(212) 326-3939

CALCULATION OF FILING FEE

Transaction Valuation (1)	Amount of Filing Fee (2)
$2,975,459,489.86	$116,935.56

(1) Estimated solely for calculating the filing fee, based on the average of the high and low sales prices of common stock of The J. M. Smucker Company, into which shares of The Folgers Coffee Company will be converted, as reported on the New York Stock Exchange on October 6, 2008. A portion of the filing fee applicable to the offering of common stock of The Folgers Coffee Company in the transactions contemplated by the Transaction Agreement, dated as of June 4, 2008, by and among The Procter & Gamble Company, The Folgers Coffee Company, The J. M. Smucker Company and Moon Merger Sub, Inc., was paid in connection with The J. M. Smucker Company’s Preliminary Proxy Statement on Schedule 14A, which was filed on July 3, 2008 (No. 001-05111), The J. M. Smucker Company’s Registration Statement on Form S-4 (No. 333-152451), which was filed on July 22, 2008, and The J. M. Smucker Company’s Amendment No. 3 to the Registration Statement on Form S-4 (No. 333-152451), which was filed on October 8, 2008.

(2) The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals $39.30 for each $1,000,000 of the value of the transaction.

þ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $116,931.96

Form or Registration No.: 001-05111 (as to $100,422.71), Registration Statement on Form S-4 (No. 333-152451) (as to $9,742.31) and Amendment No. 3 to the Registration Statement on Form S-4 (No. 333-152451) (as to $6,770.54).

Filing Party: The J. M. Smucker Company

Date Filed: July 3, 2008 (as to No. 001-05111), July 22, 2008 (as to Registration Statement on Form S-4 (No. 333-152451)) and October 8, 2008 (as to Amendment No. 3 to the Registration Statement on Form S-4 (No. 333-152451)).

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transaction to which the statement relates:

¨ third-party tender offer subject to Rule 14d-1

þ issuer tender offer subject to Rule 13e-4

¨ going-private transaction subject to Rule 13e-3

¨ amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨

This Tender Offer Statement on Schedule TO (this “Schedule TO”) is filed by The Procter & Gamble Company (“P&G”). This Schedule TO relates to the offer by P&G to exchange all shares of common stock of its wholly owned subsidiary, The Folgers Coffee Company (“Folgers”), for shares of common stock of P&G, without par value, that are validly tendered and not properly withdrawn prior to the expiration of the Exchange Offer (as defined below). Immediately following consummation of the Exchange Offer, Folgers will merge with a wholly owned subsidiary of The J. M. Smucker Company (“Smucker”) whereby Folgers will continue as the surviving company and become a wholly owned subsidiary of Smucker (the “Merger”). Pursuant to the Merger, each share of Folgers common stock will automatically convert into the right to receive one Smucker common share, on the terms and subject to the conditions set forth in the Prospectus, dated October 8, 2008 (the “Prospectus”) and the Letter of Transmittal and the instructions thereto, copies of which are attached hereto as Exhibits (a)(4)(i) and (a)(1)(i), respectively (which, together with any amendments or supplements thereto, collectively constitute the “Exchange Offer”). In connection with the Exchange Offer, Folgers has filed under the Securities Act of 1933, as amended (the “Securities Act”), a registration statement on Form S-4/S-1 (Registration No. 333-152453) (the “Registration Statement”) to register the shares of Folgers common stock offered in exchange for shares of P&G common stock tendered in the Exchange Offer and to be distributed in any pro rata dividend to the extent that the Exchange Offer is consummated but not fully subscribed. Smucker has also filed under the Securities Act a registration statement on Form S-4 (Registration No. 333-152451) to register the Smucker common shares into which shares of Folgers common stock will be converted in the Merger.

As permitted by General Instruction F to Schedule TO, the information set forth in the Prospectus, the Letter of Transmittal and the instructions thereto and the Notice of Guaranteed Delivery for P&G common stock, copies of which are attached hereto as Exhibits (a)(4)(i), (a)(1)(i) and (a)(1)(iv), respectively, is incorporated by reference in response to Items 1 through 9 and Item 11 of this Schedule TO.

Item 1. Summary Term Sheet.

Summary Term Sheet. The information set forth in the section of the Prospectus entitled “Summary” is incorporated herein by reference.

Item 2. Subject Company Information.

(a) Name and Address. The name of the issuer is The Procter & Gamble Company. The principal executive offices of P&G are located at One Procter & Gamble Plaza, Cincinnati, Ohio 45202. Its telephone number at such office is (513) 983-1100.

(b) Securities. Shares of P&G common stock are the subject securities in the Exchange Offer. The information set forth in the section of the Prospectus entitled “The Exchange Offer—Terms of the Exchange Offer” relating to the P&G common stock is incorporated herein by reference.

(c) Trading Market and Price. The information set forth in the section of the Prospectus entitled “Historical Per Share, Market Price and Dividend Data” relating to the P&G common stock is incorporated herein by reference.

Item 3. Identity and Background of Filing Person.

(a) Name and Address. The name of the issuer is The Procter & Gamble Company. The principal executive offices of P&G are located at One Procter & Gamble Plaza, Cincinnati, Ohio 45202. Its telephone number at such office is (513) 983-1100. P&G is both the filing person and the subject company.

The following are the directors, executive officers or controlling persons of P&G and certain information relating to their beneficial ownership of shares of P&G common stock:

As of August 15, 2008 (unless otherwise stated)

		Amount of Common Stock and Nature of Beneficial Ownership
Name	Position	Direct1 and Profit Sharing Plan2	Right to Acquire3	Trusteeships and Family Holdings4	Total	Percent of Class		Restricted Stock Units5
Susan E. Arnold	President—Global Business Units	32,474	646,992	20	679,486		6	78,523
Kenneth I. Chenault	Director	1,000	—	—	1,000		6	—
Scott D. Cook	Director	7,953	10,674	32,463	51,090		6	10,499
Clayton C. Daley, Jr.	Vice Chairman and Chief Financial Officer	116,987	968,208	60,300	1,145,495		6	139,401
Rajat K. Gupta	Director	—	—	—	—		6	1,798
A. G. Lafley7	Chairman of the Board and Chief Executive Officer	144,823	2,190,371	1,314	2,336,508		6	721,415
Charles R. Lee	Director	60,292	16,712	—	77,004		6	10,499
Lynn M. Martin	Director	11,451	16,712	—	28,163		6	10,499
Robert A. McDonald	Chief Operating Officer	57,524	968,399	27,822	1,053,745		6	66,015
W. James McNerney, Jr.	Director	9,233	—	—	9,233		6	10,499
E. Dimitri Panayotopoulos	Vice Chairman—Global Household Care	189,949	1,074,227	—	1,264,176		6	67,356
Johnathan A. Rodgers	Director	9,319	6,644	—	15,963		6	10,499
Ralph Snyderman	Director	30,390	16,712	—	47,102		6	10,499
Margaret C. Whitman	Director	2,810	—	8,200	11,010		6	10,499
Patricia A. Woertz	Director	—	—	—	—		6	—
Ernesto Zedillo	Director	3,551	6,644	—	10,195		6	10,499
28 Directors and executive officers, as a group		1,004,783	9,672,273	138,909	10,815,965		6	1,612,402

(1) Includes unrestricted common stock over which each Director or executive officer has sole voting and investment power and restricted common stock over which they have voting power but no investment power (until restrictions lapse).

(2) Common stock allocated to personal accounts of executive officers under the Retirement Trust pursuant to The Procter & Gamble Profit Sharing Trust and Employee Stock Ownership Plan (“PST”). Plan participants have sole discretion as to voting and, within limitations provided by PST, investment of shares. Shares are voted by the Trustees in accordance with instructions from participants. If instructions are not received by the Trustees as to the voting of particular shares, shares are to be voted in proportion to instructions actually received from other participants in the Trust.

(3) Amounts reflect vested stock options and stock options that will vest within 60 days of the record date (August 15, 2008). If shares are acquired, the Director or executive officer would have sole discretion as to voting and investment.

(4) The individuals involved share voting and/or investment powers with other persons with respect to the shares shown in this column.

(5) Restricted Stock Units (“RSUs”) represent the right to receive unrestricted shares of common stock upon the lapse of restrictions, at which point the holders will have sole investment and voting power. RSUs are not considered “beneficially owned” because holders are not entitled to voting rights or investment control until the restrictions lapse.

(6) Less than 0.079% for any one Director or Named Executive Officer, and less than 0.361% for the Directors and executive officers, as a group.

(7) Totals reflect reduction that occurred during the fiscal year when beneficial ownership of certain holdings was transferred to former spouse pursuant to an agreed divorce settlement.

The address of each director and executive officer listed above is c/o The Procter & Gamble Company, One Procter & Gamble Plaza, Cincinnati, Ohio 45202, and each such person’s telephone number is (513) 983-1100.

Item 4. Terms of the Transaction.

(a) Material Terms. The information set forth in the sections of the Prospectus entitled “Questions and Answers about the Exchange Offer and the Transaction,” “The Exchange Offer,” “The Transactions,” “The Transaction Agreement,” “The Separation Agreement,” “Additional Agreements” and “Comparison of Shareholder Rights” is incorporated herein by reference.

(b) Purchases. The Exchange Offer is open to all holders of shares of P&G common stock who tender their shares in a jurisdiction where the Exchange Offer is permitted. Therefore, any officer, director or affiliate of P&G who is a holder of shares of P&G common stock may participate in the Exchange Offer on the same terms and conditions as all other P&G shareholders.

Item 5. Past Contacts, Transactions, Negotiations and Agreements.

(e) Agreements Involving the Subject Company’s Securities. The information set forth in the sections entitled “Corporate Governance—Review and Approval of Transactions with Related Persons,” “Director Compensation Table,” “Executive Compensation” and “Security Ownership of Management and Certain Beneficial Owners“ in P&G’s Definitive Notice and Proxy Statement filed with the Securities and Exchange Commission (the “SEC”) on August 29, 2008 is incorporated herein by reference.

In 2007, P&G announced a share repurchase plan pursuant to which P&G’s Board of Directors authorized P&G to acquire $24-$30 billion of P&G common stock over a three-year period in open market and/or private transactions. As part of this share repurchase plan, P&G entered into a series of binding and unconditional prepaid forward purchase agreements with large financial institutions prior to public announcement of the Exchange Offer. These agreements are scheduled to run through the end of 2008, unless the Exchange Offer is completed prior to that time. Under two of these prepaid forward purchase agreements, P&G purchased shares of its common stock within 60 days preceding the filing of this Schedule TO. In the first such transaction, which settled on August 28, 2008, P&G acquired 11,587,072 shares of its common stock from Citigroup at a price of $69.0425 per share. In the second such transaction, which settled on September 22, 2008, P&G acquired 11,170,010 shares of its common stock from Citigroup at a price of $71.6204 per share.

Several of the prepaid forward purchase agreements that P&G signed prior to public announcement of the Exchange Offer have not yet settled. These agreements are between P&G and Citigroup and generally call for P&G to pay the purchase price for the shares to Citigroup at the beginning of a specified period. At certain times during the specified period, Citigroup delivers the shares to P&G. The precise number of shares to be delivered, and the price per share under each such agreement, will be determined based on a formula derived from the market price of P&G common stock over the specified period. The aggregate purchase price to be paid by P&G under each such agreement is $700 million.

Item 6. Purposes of the Transaction and Plans or Proposals.

(a) Purposes. The information set forth in the sections of the Prospectus entitled “The Transactions—Smucker’s Reasons for the Transactions” and “The Transactions—P&G’s Reasons for the Transactions” is incorporated herein by reference.

(b) Use of Securities Acquired. The shares of P&G common stock acquired by P&G in the Exchange Offer will be held as treasury stock.

(c) Plans. The information set forth in the sections of the Prospectus entitled “Questions and Answers about the Exchange Offer and the Transactions,” “The Exchange Offer,” “The Transactions,” “The Transaction Agreement,” “The Separation Agreement,” “Additional Agreements” and “Comparison of Shareholder Rights” is incorporated herein by reference.

Item 7. Source and Amount of Funds or Other Consideration.

(a) Source of Funds. The information set forth in the sections of the Prospectus entitled “The Exchange Offer,” “The Transactions,” “The Transaction Agreement” and “The Separation Agreement” is incorporated herein by reference.

(b) Conditions. The information set forth in the sections of the Prospectus entitled “The Exchange Offer,” “The Transactions,” “The Transaction Agreement” and “The Separation Agreement” is incorporated herein by reference.

(d) Borrowed Funds. None.

Item 8. Interest in Securities of the Subject Company.

(a) Securities Ownership. See Item 3(a) above.

(b) Securities Transactions. Based on the information available to P&G as of October 7, 2008, the following table sets forth the transactions in P&G common stock by P&G and directors and executive officers of P&G in the past 60 days:

Name	Transaction Date	Number and Type of Securities	Price Per Share		Type of Transaction
Alan G. Lafley	10/2/2008	1,572 shares of common stock	$	0.0000	Gift of common stock.
Charlotte R. Otto	9/24/2008	2,118 restricted stock units (“RSUs”) withheld	$	70.9350	Automatic conversion of RSUs to withhold for taxes due on total RSUs held upon reporting person reaching 55.
Susan E. Arnold	9/24/2008	1,071 RSUs withheld	$	72.8550	Shares withheld to cover taxes upon the vesting of restricted stock units granted on 9/15/04.
Filippo Passerini	9/24/2008	357 RSUs withheld	$	72.8550	Shares withheld to cover taxes upon the vesting of restricted stock units granted on 9/15/04.
Robert Allan Steele	9/24/2008	706 RSUs withheld	$	72.8550	Shares withheld to cover taxes upon the vesting of restricted stock units granted on 9/15/04.
Scott D. Cook	9/16/2008	Award of 403 shares of Unrestricted Stock	$	0.0000	Quarterly Director Payment.
Robert A. Mcdonald	9/16/2008	7,170 RSUs withheld	$	72.8550	RSUs withheld to cover taxes upon the vesting of RSUs granted on 9/15/05.
W. James Mcnerney Jr.	9/16/2008	Award of 410 shares of Unrestricted Stock	$	0.0000	Quarterly Director Payment.
Charlotte R. Otto	9/16/2008	4,615 RSUs withheld	$	72.8550	RSUs withheld to cover taxes upon the vesting of RSUs granted on 9/15/05.
Evriviades D. Panayotopoulos	9/16/2008	5,899 RSUs withheld	$	72.8550	RSUs withheld to cover taxes upon the vesting of RSUs granted on 9/15/05.
Marc S. Pritchard	9/16/2008	4,154 RSUs withheld	$	72.8550	RSUs withheld to cover taxes upon the vesting of RSUs granted on 9/15/05.
Johnathan A. Rodgers	9/16/2008	Award of 282 shares of Retirement Restricted Stock	$	0.0000	Quarterly Director Payment.
Ralph Snyderman	9/16/2008	Award of 466 shares of Retirement Restricted Stock	$	0.0000	Quarterly Director Payment.
Ernesto Zedillo	9/16/2008	Award of 174 shares of Retirement Restricted Stock	$	0.0000	Quarterly Director Payment.
Susan E. Arnold	9/15/2008	Award of 2,101 RSUs	$	0.0000	Award of RSUs, amount and price computed per benefit formula.
Clayton C. Daley Jr.	9/15/2008	88 RSUs withheld	$	72.8550	RSUs withheld to cover taxes on award of RSUs under Issuer’s 2001 Stock and Incentive Compensation Plan.

Name	Transaction Date	Number and Type of Securities	Price Per Share		Type of Transaction
Clayton C. Daley Jr.	9/15/2008	Award of 1,939 RSUs	$	72.1400	Award of RSUs, amount and price computed per benefit formula.
Werner Geissler	9/15/2008	Award of 2,632 RSUs	$	0.0000	Award of RSUs, amount and price computed per benefit formula.
Werner Geissler	9/15/2008	162 RSUs withheld	$	72.8550	RSUs withheld to cover taxes on award of RSUs under Issuer’s 2001 Stock and Incentive Compensation Plan.
R. Keith Harrison	9/15/2008	Award of 1,328 RSUs	$	0.0000	Award of RSUs, amount and price computed per benefit formula.
R. Keith Harrison	9/15/2008	82 RSUs withheld	$	72.8550	RSUs withheld to cover taxes on award of RSUs under Issuer’s 2001 Stock and Incentive Compensation Plan.
Steven W. Jemison	9/15/2008	160 RSUs withheld	$	72.8550	RSUs withheld to cover taxes on award of RSUs under Issuer’s 2001 Stock and Incentive Compensation Plan.
Steven W. Jemison	9/15/2008	Award of 3,061 RSUs	$	0.0000	Award of RSUs, amount and price computed per benefit formula.
Alan G. Lafley	9/15/2008	Award of 7,848 RSUs	$	0.0000	Award of RSUs, amount and price computed per benefit formula.
Alan G. Lafley	9/15/2008	389 RSUs withheld	$	72.8550	RSUs withheld to cover taxes on award of RSUs under Issuer’s 2001 Stock and Incentive Compensation Plan.
Mariano Martin	9/15/2008	Award of 12,888 RSUs	$	0.0000	Award of RSUs, amount and price computed per benefit formula.
Mariano Martin	9/15/2008	39 RSUs withheld	$	72.8550	RSUs withheld to cover taxes on award of RSUs under Issuer’s 2001 Stock and Incentive Compensation Plan.
Mariano Martin	9/15/2008	Award of 1,101 RSUs	$	0.0000	Award of RSUs, amount and price computed per benefit formula.
Robert A. Mcdonald	9/15/2008	110 RSUs withheld	$	72.8550	RSUs withheld to cover taxes on award of RSUs under Issuer’s 2001 Stock and Incentive Compensation Plan.
Robert A. Mcdonald	9/15/2008	Award of 2,101 RSUs	$	0.0000	Award of RSUs, amount and price computed per benefit formula.
Moheet Nagrath	9/15/2008	Award of 3,951 RSUs	$	0.0000	Award of RSUs, amount and price computed per benefit formula.

Name	Transaction Date	Number and Type of Securities	Price Per Share			Type of Transaction
Charlotte R. Otto	9/15/2008	70 RSUs withheld	$	72.8550		RSUs withheld to cover taxes on award of RSUs under Issuer’s 2001 Stock and Incentive Compensation Plan.
Charlotte R. Otto	9/15/2008	Award of 1,332 RSUs	$	0.0000		Award of RSUs, amount and price computed per benefit formula.
Evriviades D. Panayotopoulos	9/15/2008	114 RSUs withheld	$	72.8550		RSUs withheld to cover taxes on award of RSUs under Issuer’s 2001 Stock and Incentive Compensation Plan.
Evriviades D. Panayotopoulos	9/15/2008	Award of 1,847 RSUs	$	0.0000		Award of RSUs, amount and price computed per benefit formula.
Filippo Passerini	9/15/2008	Award of 1,085 RSUs	$	0.0000		Award of RSUs, amount and price computed per benefit formula.
Marc S. Pritchard	9/15/2008	Award of 1,189 RSUs	$	0.0000		Award of RSUs, amount and price computed per benefit formula.
Edward D. Shirley	9/15/2008	Award of 1,155 RSUs	$	0.0000		Award of RSUs, amount and price computed per benefit formula.
Robert Allan Steele	9/15/2008	Award of 1,524 RSUs	$	0.0000		Award of RSUs, amount and price computed per benefit formula.
Charlotte R. Otto	9/5/2008	Disposed of 200 shares of common stock	$	0.0000		Gift of common stock.
Marc S. Pritchard	8/28/2008	Disposed of 7,650 shares of common stock	$	70.0160		Sale of common stock.
Edward D. Shirley	8/28/2008	5,783 shares of common stock withheld	$	70.5000		Withholding of common stock for taxes.
Edward D. Shirley	8/28/2008	14,561 shares of common stock withheld	$	70.5000		Withholding of common stock for taxes.
Edward D. Shirley	8/28/2008	Acquired 31,096 shares of common stock	$	33.0103		Exercise of stock option granted on 2/15/01.
Bruce Brown	8/27/2008	Disposed of 3,100 shares of common stock	$	70.1689	1	Sale of common stock.
Bruce Brown	8/21/2008	Disposed of 450 shares of common stock	$	69.7000		Withholding of common stock for taxes.
Bruce Brown	8/21/2008	Acquired 3,550 shares of common stock	$	44.2656		Exercise of stock option granted on 2/26/99.
R. Keith Harrison	8/21/2008	Disposed of 43,943 shares of common stock	$	69.6760		Sale of common stock.
Susan E. Arnold	8/15/2008	5 RSUs withheld	$	70.9350		Automatic conversion of RSUs to withhold for taxes due upon dividend equivalents granted in the form of RSUs.
Clayton C. Daley Jr.	8/15/2008	Disposed of 484 shares of common stock indirectly held	$	71.8522		Sale of common stock.
Clayton C. Daley Jr.	8/15/2008	11 RSUs withheld	$	70.9350		Automatic conversion of RSUs to withhold for taxes due upon dividend equivalents granted in the form of RSUs.

Name	Transaction Date	Number and Type of Securities	Price Per Share			Type of Transaction
Clayton C. Daley Jr.	8/15/2008	Disposed of 8,000 shares of common stock	$	71.8522	2	Sale of common stock.
Werner Geissler	8/15/2008	8 RSUs withheld	$	70.9350		Automatic conversion of RSUs to withhold for taxes due upon dividend equivalents granted in the form of RSUs.
R. Keith Harrison	8/15/2008	4 RSUs withheld	$	70.9350		Automatic conversion of RSUs to withhold for taxes due upon dividend equivalents granted in the form of RSUs.
Alan G. Lafley	8/15/2008	81 RSUs withheld	$	70.9350		Automatic conversion of RSUs to withhold for taxes due upon dividend equivalents granted in the form of RSUs.
Mariano Martin	8/15/2008	2 RSUs withheld	$	70.9350		Automatic conversion of RSUs to withhold for taxes due upon dividend equivalents granted in the form of RSUs.
Robert A. Mcdonald	8/15/2008	7 RSUs withheld	$	70.9350		Automatic conversion of RSUs to withhold for taxes due upon dividend equivalents granted in the form of RSUs.
Charlotte R. Otto	8/15/2008	4 RSUs withheld	$	70.9350		Automatic conversion of RSUs to withhold for taxes due upon dividend equivalents granted in the form of RSUs.
Evriviades D. Panayotopoulos	8/15/2008	6 RSUs withheld	$	70.9350		Automatic conversion of RSUs to withhold for taxes due upon dividend equivalents granted in the form of RSUs.
Filippo Passerini	8/15/2008	2 RSUs withheld	$	70.9350		Automatic conversion of RSUs to withhold for taxes due upon dividend equivalents granted in the form of RSUs.
Robert Allan Steele	8/15/2008	2 RSUs withheld	$	70.9350		Automatic conversion of RSUs to withhold for taxes due upon dividend equivalents granted in the form of RSUs.
Clayton C. Daley Jr.	8/13/2008	28 RSUs withheld	$	62.3600		RSUs withheld to cover taxes on award of RSUs under Issuer’s 2001 Stock and Incentive Compensation Plan.
Werner Geissler	8/13/2008	48 RSUs withheld	$	62.3600		RSUs withheld to cover taxes on award of RSUs under Issuer’s 2001 Stock and Incentive Compensation Plan.
R. Keith Harrison	8/13/2008	Acquired 97,690 shares of common stock	$	31.0118		Exercise of stock option granted on 9/15/2000.
R. Keith Harrison	8/13/2008	34 RSUs withheld	$	62.3600		RSUs withheld to cover taxes on award of RSUs under Issuer’s 2001 Stock and Incentive Compensation Plan.

Name	Transaction Date	Number and Type of Securities	Price Per Share		Type of Transaction
R. Keith Harrison	8/13/2008	22,125 shares of common stock withheld	$	69.6600	Withholding of common stock for taxes.
Steven W. Jemison	8/13/2008	13 RSUs withheld	$	62.3600	RSUs withheld to cover taxes on award of RSUs under Issuer’s 2001 Stock and Incentive Compensation Plan.
Alan G. Lafley	8/13/2008	77 RSUs withheld	$	62.3600	RSUs withheld to cover taxes on award of RSUs under Issuer’s 2001 Stock and Incentive Compensation Plan.
Mariano Martin	8/13/2008	10 RSUs withheld	$	62.3600	RSUs withheld to cover taxes on award of RSUs under Issuer’s 2001 Stock and Incentive Compensation Plan.
Robert A. Mcdonald	8/13/2008	43 RSUs withheld	$	62.3600	RSUs withheld to cover taxes on award of RSUs under Issuer’s 2001 Stock and Incentive Compensation Plan.
Evriviades D. Panayotopoulos	8/13/2008	56 RSUs withheld	$	62.3600	RSUs withheld to cover taxes on award of RSUs under Issuer’s 2001 Stock and Incentive Compensation Plan.
Bruce Brown	8/12/2008	Disposed of 9,745 shares of common stock	$	70.3715	Sale of common stock.
Clayton C. Daley Jr.	8/12/2008	Award of 21,325 RSUs	$	0.0000	Special equity grant in the form of RSUs granted under Issuer’s 2001 Stock and Incentive Compensation Plan.
Clayton C. Daley Jr.	8/12/2008	Disposed of 555 shares of common stock	$	70.4300	Withholding of common stock for taxes.
Alan G. Lafley	8/12/2008	Disposed of 20,000 shares of common stock	$	69.9095	Sale of common stock.
Robert Allan Steele	8/12/2008	Disposed of 14,190 shares of common stock	$	70.0000	Sale of common stock.
Susan E. Arnold	8/11/2008	Disposed of 12,761 shares of common stock	$	69.3150	Sale of common stock.
Robert Allan Steele	8/11/2008	8,364 shares of common stock withheld	$	0.0000	Shares withheld to cover taxes upon the vesting of restricted stock units granted on 8/8/03.
Susan E. Arnold	8/7/2008	Award of 2,727 RSUs	$	0.0000	Award of RSUs, amount and price computed per benefit formula.
Bruce Brown	8/7/2008	Award of 663 RSUs	$	0.0000	Award of RSUs, amount and price computed per benefit formula.
Bruce Brown	8/7/2008	2,255 shares of common stock withheld	$	67.6400	Withholding of common stock for taxes.
Bruce Brown	8/7/2008	Acquired 12,000 shares of common stock	$	31.0188	Exercise of stock option granted on 9/15/2000.
Clayton C. Daley Jr.	8/7/2008	Award of 2,411 RSUs	$	0.0000	Award of RSUs, amount and price computed per benefit formula.

Name	Transaction Date	Number and Type of Securities	Price Per Share		Type of Transaction
Clayton C. Daley Jr.	8/7/2008	52 RSUs withheld	$	62.3600	RSUs withheld to cover taxes on award of RSUs under Issuer’s 2001 Stock and Incentive Compensation Plan.
Werner Geissler	8/7/2008	49 RSUs withheld	$	62.3600	RSUs withheld to cover taxes on award of RSUs under Issuer’s 2001 Stock and Incentive Compensation Plan.
Werner Geissler	8/7/2008	Award of 2,271 RSUs	$	0.0000	Award of RSUs, amount and price computed per benefit formula.
R. Keith Harrison	8/7/2008	Award of 1,601 RSUs	$	0.0000	Award of RSUs, amount and price computed per benefit formula.
R. Keith Harrison	8/7/2008	35 RSUs withheld	$	62.3600	RSUs withheld to cover taxes on award of RSUs under Issuer’s 2001 Stock and Incentive Compensation Plan.
Steven W. Jemison	8/7/2008	Award of 604 RSUs	$	0.0000	Award of RSUs, amount and price computed per benefit formula.
Steven W. Jemison	8/7/2008	13 RSUs withheld	$	62.3600	RSUs withheld to cover taxes on award of RSUs under Issuer’s 2001 Stock and Incentive Compensation Plan.
Alan G. Lafley	8/7/2008	128 RSUs withheld	$	62.3600	RSUs withheld to cover taxes on award of RSUs under Issuer’s 2001 Stock and Incentive Compensation Plan.
Alan G. Lafley	8/7/2008	Award of 5,190 RSUs	$	0.0000	Award of RSUs, amount and price computed per benefit formula.
Mariano Martin	8/7/2008	23 RSUs withheld	$	62.3600	RSUs withheld to cover taxes on award of RSUs under Issuer’s 2001 Stock and Incentive Compensation Plan.
Mariano Martin	8/7/2008	Award of 1,051 RSUs	$	0.0000	Award of RSUs, amount and price computed per benefit formula.
Robert A. Mcdonald	8/7/2008	Award of 2,727 RSUs	$	0.0000	Award of RSUs, amount and price computed per benefit formula.
Robert A. Mcdonald	8/7/2008	59 RSUs withheld	$	62.3600	RSUs withheld to cover taxes on award of RSUs under Issuer’s 2001 Stock and Incentive Compensation Plan.
Moheet Nagrath	8/7/2008	Award of 810 RSUs	$	0.0000	Award of RSUs, amount and price computed per benefit formula.
Charlotte R. Otto	8/7/2008	Award of 1,327 RSUs	$	0.0000	Award of RSUs, amount and price computed per benefit formula.

Name	Transaction Date	Number and Type of Securities	Price Per Share		Type of Transaction
Evriviades D. Panayotopoulos	8/7/2008	57 RSUs withheld	$	62.3600	RSUs withheld to cover taxes on award of RSUs under Issuer’s 2001 Stock and Incentive Compensation Plan.
Evriviades D. Panayotopoulos	8/7/2008	Award of 2,668 RSUs	$	0.0000	Award of RSUs, amount and price computed per benefit formula.
Filippo Passerini	8/7/2008	Award of 1,214 RSUs	$	0.0000	Award of RSUs, amount and price computed per benefit formula.
Marc S. Pritchard	8/7/2008	Award of 1,214 RSUs	$	0.0000	Award of RSUs, amount and price computed per benefit formula.
Valarie L. Sheppard	8/7/2008	Award of 657 RSUs	$	0.0000	Award of RSUs, amount and price computed per benefit formula.
Edward D. Shirley	8/7/2008	Award of 272 RSUs	$	0.0000	Award of RSUs, amount and price computed per benefit formula.
Robert Allan Steele	8/7/2008	Award of 2,270 RSUs	$	0.0000	Award of RSUs, amount and price computed per benefit formula.

¹ Weighted average price. The range for that weighted average is $70.16 - $70.1813.

² Weighted average price. The range for that weighted average is $71.68 - $71.7950.

See also Item 5(e).

Item 9. Persons/Assets, Retained, Employed, Compensated or Used.

None.

Item 10. Financial Statements.

(a) Financial Information. The audited financial statements of P&G as of June 30, 2008, 2007 and 2006 and for the three years ended June 30, 2008 are incorporated herein by reference to Item 8 of P&G’s Annual Report on Form 10-K/A, as filed with the SEC on October 3, 2008. The information set forth in the section of the Prospectus entitled “Historical Per Share, Market Price and Dividend Data” relating to P&G is incorporated herein by reference. The information in Exhibit 12 to P&G’s Annual Report on Form 10-K, as filed with the SEC on August 28, 2008, is incorporated herein by reference.

This Tender Offer Statement on Schedule TO is being filed in satisfaction of the reporting requirements of Rule 13e-4(c)(2) promulgated under the Securities Exchange Act of 1934, as amended.

(b) Pro Forma Information. None.

Item 11. Additional Information.

(a) Agreements, Regulatory Requirements and Legal Proceedings. None

(b) Other Material Information. None

Item 12. Exhibits.

Exhibit Number	Description
(a)(1)(i)	Form of Letter of Transmittal (incorporated by reference to The Folgers Coffee Company’s Amendment No. 2 to the Registration Statement on Form S-4/S-1 (Registration No. 333-152453), filed with the Securities and Exchange Commission on September 15, 2008 (the “Amendment No. 2 to the Registration Statement”)).
(a)(1)(ii)	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to the Amendment No. 2 to the Registration Statement).
(a)(1)(iii)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to the Amendment No. 2 to the Registration Statement).
(a)(1)(iv)	Form of Notice of Guaranteed Delivery (incorporated by reference to the Amendment No. 2 to the Registration Statement).
(a)(1)(v)	Form of Notice of Withdrawal (incorporated by reference to the Amendment No. 2 to the Registration Statement).
(a)(1)(vi)	Form of Letter of Introduction to Record Holders of The Procter & Gamble Company (incorporated by reference to The Folgers Coffee Company’s Amendment No. 3 to the Registration Statement on Form S-4/S-1 (Registration No. 333-152453), filed with the Securities and Exchange Commission on October 8, 2008).
(a)(1)(vii)	News Release by The Procter & Gamble Company dated October 8, 2008 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by The Procter & Gamble Company with the Securities and Exchange Commission on October 8, 2008).
(a)(2)	None.
(a)(3)	None.
(a)(4)(i)	Prospectus, dated October 8, 2008 (incorporated by reference to the Registration Statement).
(a)(5)	None.
(b)	None.
(d)(i)*	Letter Agreement Number 1 between The Procter & Gamble Company and Citigroup Global Markets Inc. for the repurchase by The Procter & Gamble Company of its common stock, dated June 2, 2008.
(d)(ii)*	Letter Agreement Number 2 between The Procter & Gamble Company and Citigroup Global Markets Inc. for the repurchase by The Procter & Gamble Company of its common stock, dated June 2, 2008.
(d)(iii)*	Letter Agreement Number 3 between The Procter & Gamble Company and Citigroup Global Markets Inc. for the repurchase by The Procter & Gamble Company of its common stock, dated June 2, 2008.
(d)(iv)*	Letter Agreement Number 4 between The Procter & Gamble Company and Citigroup Global Markets Inc. for the repurchase by The Procter & Gamble Company of its common stock, dated June 2, 2008.
(d)(v)*	Letter Agreement Number 5 between The Procter & Gamble Company and Citigroup Global Markets Inc. for the repurchase by The Procter & Gamble Company of its common stock, dated June 2, 2008.
(g)	None.
(h)	Opinion of Cadwalader, Wickersham & Taft LLP as to certain tax matters (incorporated by reference to the Registration Statement).

* Confidential treatment requested as to certain portions that have been omitted and filed separately with the Securities and Exchange Commission.

Item 13. Information required by Schedule 13E-3.

Not Applicable.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

THE PROCTER & GAMBLE COMPANY
By:	/s/ E. J. Wunsch
Name:	E. J. Wunsch
Title:	Assistant Secretary

Dated: October 8, 2008

EXHIBIT INDEX

Exhibit Number	Description
(a)(1)(i)	Form of Letter of Transmittal (incorporated by reference to The Folgers Coffee Company’s Amendment No. 2 to the Registration Statement on Form S-4/S-1 (Registration No. 333-152453), filed with the Securities and Exchange Commission on September 15, 2008 (the “Amendment No. 2 to the Registration Statement”)).
(a)(1)(ii)	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to the Amendment No. 2 to the Registration Statement).
(a)(1)(iii)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to the Amendment No. 2 to the Registration Statement).
(a)(1)(iv)	Form of Notice of Guaranteed Delivery (incorporated by reference to the Amendment No. 2 to the Registration Statement).
(a)(1)(v)	Form of Notice of Withdrawal (incorporated by reference to the Amendment No. 2 to the Registration Statement).
(a)(1)(vi)	Form of Letter of Introduction to Record Holders of The Procter & Gamble Company (incorporated by reference to The Folgers Coffee Company’s Amendment No. 3 to the Registration Statement on Form S-4/S-1 (Registration No. 333-152453), filed with the Securities and Exchange Commission on October 8, 2008).
(a)(1)(vii)	News Release by The Procter & Gamble Company dated October 8, 2008 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by The Procter & Gamble Company with the Securities and Exchange Commission on October 8, 2008).
(a)(2)	None.
(a)(3)	None.
(a)(4)(i)	Prospectus, dated October 8, 2008 (incorporated by reference to the Registration Statement).
(a)(5)	None.
(b)	None.
(d)(i)*	Letter Agreement Number 1 between The Procter & Gamble Company and Citigroup Global Markets Inc. for the repurchase by The Procter & Gamble Company of its common stock, dated June 2, 2008.
(d)(ii)*	Letter Agreement Number 2 between The Procter & Gamble Company and Citigroup Global Markets Inc. for the repurchase by The Procter & Gamble Company of its common stock, dated June 2, 2008.
(d)(iii)*	Letter Agreement Number 3 between The Procter & Gamble Company and Citigroup Global Markets Inc. for the repurchase by The Procter & Gamble Company of its common stock, dated June 2, 2008.
(d)(iv)*	Letter Agreement Number 4 between The Procter & Gamble Company and Citigroup Global Markets Inc. for the repurchase by The Procter & Gamble Company of its common stock, dated June 2, 2008.
(d)(v)*	Letter Agreement Number 5 between The Procter & Gamble Company and Citigroup Global Markets Inc. for the repurchase by The Procter & Gamble Company of its common stock, dated June 2, 2008.
(g)	None.
(h)	Opinion of Cadwalader, Wickersham & Taft LLP as to certain tax matters (incorporated by reference to the Registration Statement).

* Confidential treatment requested as to certain portions that have been omitted and filed separately with the Securities and Exchange Commission.

EX-99.(D)(I)

Exhibit (d)(i)

CONFIDENTIAL TREATMENT

THE PROCTER & GAMBLE COMPANY HAS REQUESTED THAT THE

MARKED PORTIONS OF THIS DOCUMENT BE ACCORDED

CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 OF THE

SECURITIES EXCHANGE ACT OF 1934.

The Procter & Gamble Company

One Procter & Gamble Plaza

Cincinnati, OH 45202

June 2^nd, 2008

Re: Prepaid Share Repurchase

Ladies and Gentlemen:

This letter (the “Letter Agreement”) sets forth the agreement we have reached with respect to a transaction between Citigroup Global Markets Inc. (“Bank”) and The Procter & Gamble Company (the “Company”) in relation to shares of the Company’s common stock, without par value (the “Common Stock”).

I. Definitions

As used in this Letter Agreement, the following terms shall have the following meanings:

“Announcement Date” means the date of the first public announcement of any corporate event involving the Company or the Common Stock that, in the reasonable discretion of Bank, is, as of such date, or becomes at any date subsequent to such date but on or prior to the last day of the Pricing Period, a merger or tender offer, or the first date of public announcement by the Company that the Company is engaged in discussions with another party concerning a potential merger or tender offer or is considering strategic alternatives that, if consummated, would be or include a merger or tender offer; provided, that the term “Announcement Date” shall in no event cover or refer to, or be deemed to have occurred as a result of, any public announcement relating to the Coffee Separation (as defined below).

“Coffee Separation” means a transaction or series of transactions which results in the Company’s coffee business being a stand-alone public company, whether effected by means of a “spin-off” (in which holders of Common Stock would receive Folgers shares as a dividend), a “split-off” transaction (in which holders of Common Stock would be entitled to exchange their shares of Common Stock for Folgers shares), or another mechanism to effect the separation of the coffee business from the Company and the establishment of the coffee business as a stand-alone public company.

“Company Repurchase Programs” means the Company’s current program for repurchasing shares of Common Stock, including (i) open market purchases and any similar programs utilized by the Company during the term of this Transaction, (ii) any “block” purchases (as defined in Rule 10b-18) of shares of Common Stock and any purchases of shares of Common Stock resulting from privately negotiated transactions, (iii) any purchases of shares of Common Stock made by the Company pursuant to an accelerated share repurchase agreement as a result of the Company engaging in a Qualified Private Placement (as defined below) and (iv) any purchases of shares of Common Stock pursuant to the Other Prepaid Share Repurchase Contracts (as defined below).

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“Corporate Event Termination” has the meaning specified in Section V.

“Default Settlement Number” has the meaning specified in Section VIII(c).

“Discount Per Share” means [_*_].

“Disrupted Day” means a Trading Day on which a Market Disruption Event or a Regulatory Event occurs.

“Early Repayment Amount” means an amount in U.S. dollars equal to (i) the Prepayment Amount, minus (ii) the product of (A) the Early Termination Settlement Number and (B) the Reference Price.

“Early Termination Date” has the meaning specified in Section VI.

“Early Termination Settlement Number” has the meaning specified in Section VI.

“Exchange” means New York Stock Exchange or any Successor Exchange.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Initial Pricing Period Termination Date” means [_*_].

“Loss” has the meaning specified in Section VIII(a).

“Loss Notice” has the meaning specified in Section VIII(a).

“Market Disruption Event” means (i) any suspension of or limitation imposed on trading by any exchange or market on which the Common Stock is listed for trading, or (ii) any event that disrupts or impairs (in the reasonable business judgment of Bank) the ability of market participants in general to effect transactions in, or obtain market values for, the shares of Common Stock or futures or options contracts relating to the Common Stock.

“Other Corporate Event” means the date of first public announcement of any of the following involving the Common Stock or the Company, as applicable (but in all events excluding the Coffee Separation and excluding any purchases of shares of Common Stock by the Company pursuant to the Company Repurchase Programs): payment of a non-cash dividend, a reorganization, a self-tender, a tender offer for the Common Stock for consideration other than cash, a rights offering, a recapitalization or a spin-off of a material subsidiary or division.

“Other Prepaid Share Repurchase Contracts” means any agreements similar in structure to this Letter Agreement providing for the Company’s purchase of shares of Common Stock; provided, that any repurchasing activities with respect to such Other Prepaid Share Repurchase Contracts shall not occur during the period between the Purchase Date and the Settlement Date as defined in this Letter Agreement.

“Prepayment Amount” means $800,000,000.

“Pricing Period” means the period commencing on the Pricing Period Commencement Date and ending on the Pricing Period Termination Date; provided that in the event of an occurrence of a Market Disruption Event or a Regulatory Event, the Pricing Period

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may be extended by Bank for a number of days not exceeding the number of days on which such Market Disruption Event or Regulatory Event occurred; provided further that, in the case of a single Market Disruption Event only, any extension of the Pricing Period corresponding to such Market Disruption Event shall not exceed [_*_] Trading Days.

“Pricing Period Commencement Date” means [_*_].

“Pricing Period Termination Date” means [_*_].

“Purchase Date” has the meaning specified in Section II.

“Qualified Private Placement” shall mean the issuance and sale by the Company of shares of Common Stock in an offering not required to be registered under the Securities Act.

“Reference Price” means the average VWAP for all Trading Days in the Pricing Period.

“Regulation M Distribution” has the meaning specified in Section IV(b).

“Regulatory Event” has the meaning specified in Section III(c).

“Rule 10b-18” means Rule 10b-18 under the Exchange Act.

“Scheduled Pricing Period Termination Date” means [_*_]; provided that, the Scheduled Pricing Period Termination Date may be postponed by Bank upon the occurrence of a Market Disruption Event or a Regulatory Event on any scheduled Trading Day during the Pricing Period subject to the terms an conditions set forth elsewhere in this Letter Agreement.

“Securities Act” means the Securities Act of 1933, as amended.

“Settlement Number” means a number of shares of Common Stock equal to (a) the Prepayment Amount divided by (b)(i) the Reference Price minus (ii) the Discount Per Share.

“Settlement Date” means the third Trading Day immediately following the Pricing Period Termination Date.

“Successor Exchange” has the meaning defined in Section VII(e).

“Trading Day” means any day (i) other than a Saturday, a Sunday or a Disrupted Day, and (ii) on which the Exchange is open for trading during its regular trading session, notwithstanding the Exchange closing prior to its scheduled closing time.

“Transaction” means the transaction contemplated by Section II of this Letter Agreement.

“VWAP” means, for any Trading Day, the volume-weighted average price at which the Common Stock trades as reported in the composite transactions for the principal U.S. securities exchange on which such Common Stock is then listed on such Trading Day, excluding (i) trades that do not settle regular way, (ii) opening (regular way) reported trades in the consolidated system on such Trading Day, (iii) trades that occur in the last ten minutes before the scheduled close of trading on the Exchange on such Trading Day and ten minutes before the

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scheduled close of the primary trading in the market where the trade is effected, and (iv) trades on such Trading Day that do not satisfy the requirements of Rule 10b-18(b)(3) of the Exchange Act, as determined in good faith by Bank; provided, however that, (i) to the extent that the Bank determines that any Trading Day in the Pricing Period is a partially Disrupted Day, Bank shall make adjustments to the weighting of each VWAP for purposes of determining the Reference Price, and the Bank shall determine any adjustments to the Reference Price, such determination and adjustments will be based on, among other factors, the duration of any Market Disruption Event or a Regulatory Event, as applicable, and the volume, historical trading patterns and price of the shares of Common Stock, and (ii) to the extent that there are eight Disrupted Days on or prior to the date that is the eighth scheduled Trading Day following the original Pricing Period Termination Date, then notwithstanding the occurrence of a Disrupted Day, Bank shall have the option in its sole discretion to either determine the VWAP on such eighth scheduled Trading Day (using its good faith estimate of the value for the shares of Common Stock on such eighth scheduled Trading Day) and the appropriate weighing therefor or elect to further extend the Pricing Period, not to exceed, in the case of a Market Disruption Event only, eight days. The Company acknowledges that Bank may refer to the Bloomberg Page “PG.N <Equity> AQR SEC” (or any successor thereto), in its judgment, for such Trading Day to determine the VWAP.

II. Purchase and Settlement

(a) Subject to the terms and conditions of this Letter Agreement, on [_*_] (the “Purchase Date”), the Company agrees to purchase from Bank, and Bank agrees to sell to the Company, a number of shares of Common Stock equal to the Settlement Number. On the first Trading Day immediately following the Purchase Date, the Company shall deliver the Prepayment Amount to Bank. Such payment shall be effected in accordance with the Bank’s customary procedures.

(b) On the Settlement Date, Bank shall deliver to the Company a number of shares of Common Stock equal to the Settlement Number. Such delivery shall be effected in accordance with the Bank’s customary procedures. In addition, to the extent the Company declares a cash dividend with respect to Common Stock and the ex-dividend and record dates for such dividend occur on any date after the date hereof and prior to the earliest of the Settlement Date, the Early Settlement Date, if any (in case of early termination contemplated in Article VI), and the date on which an Event of Default or a Corporate Termination Event occurs, if any (in case of early termination contemplated in Article VIII), then on the later of (i) any such date and (ii) the first Trading Day following the date on which such dividend is paid to the holders of record with respect to such dividend, the Bank shall pay to the Company an amount equal to the product of (i) the per share amount of such dividend and (ii) the number of shares the Bank has accumulated, as of the Trading Day immediately preceding the ex-dividend date for such dividend, in contemplation of settling its obligations under this Transaction (the “Dividend Payment Amount”). Such payment shall be effected in accordance with the Bank’s customary procedures.

(c) Notwithstanding anything to the contrary in this Letter Agreement, the Company acknowledges and agrees that, in no event shall Bank be obligated to deliver or entitled to receive in order to deliver, any shares of Common Stock if, upon such receipt of such shares of Common Stock by Bank, its “beneficial ownership” (within the meaning of Section 16 of the Exchange Act and the rules promulgated thereunder) would be equal to or greater than 4.9% or more of the outstanding shares of Common Stock. If any delivery owed to Bank hereunder is not made, in whole or in part, as a result of this provision, Bank’s obligation to make such delivery shall not be extinguished and the Bank shall make such delivery as promptly as practicable after, but in no event later than one Trading Day after, Bank determines that such delivery would not result in Bank directly or indirectly so beneficially owning in excess of 4.9% of the outstanding shares of Common Stock.

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III. Bank Purchases and the Pricing Period

(a) During the Pricing Period, Bank may purchase or will otherwise ensure that it owns sufficient shares of Common Stock to satisfy its obligations to deliver Common Stock to the Company with respect to this Transaction. Notwithstanding the foregoing, Bank shall not be required to purchase any shares of Common Stock, or may purchase a number of shares of Common Stock in an amount lesser than the Settlement Number.

(b) The Company acknowledges and agrees that (i) all transactions effected pursuant to Section III of this Letter Agreement shall be made in Bank’s sole judgment and for Bank’s own account, (ii) timing of transactions effected by Bank or any of its affiliates during the Pricing Period, the price paid or received per share of Common Stock pursuant to such transactions and the manner in which such transactions are made, including without limitation whether such transactions are made on any securities exchange or privately, shall be within the sole judgment of Bank, and (iii) the Company does not have, and shall not attempt to exercise, any influence over how, when or whether to effect such transactions, including, without limitation, the price paid or received per share of Common Stock pursuant to such transactions or whether such transactions are made on any securities exchange or privately. It is the intent of the Company and Bank that the transaction contemplated by this Letter Agreement comply with the requirements of Rule 10b5-1(c) of the Exchange Act and that this Letter Agreement shall be interpreted to comply with the requirements of Rule 10b5-1(c)(1)(i)(B) and Bank shall take no action that results in such transaction not so complying with such requirements. It is the intent of the Company and Bank that Bank will acquire and/or hold all shares of Common Stock contemplated in this Letter Agreement as a principal and that Bank is not an “affiliated purchaser” of the Company for purposes of Rule 10b-18.

(c) In the event that Bank reasonably concludes in good faith, based on the advice of counsel, that it is appropriate with respect to any legal, regulatory or self-regulatory requirements or policies and procedures relating to compliance with applicable securities laws, including the occurrence of a Regulation M Distribution (whether or not such requirements, policies or procedures are imposed by law or have been voluntarily adopted by Bank) (a “Regulatory Event”), or due to any Market Disruption Event, for it to refrain from purchasing Common Stock on any Trading Day during the Pricing Period, the Pricing Period shall be suspended for such day; provided, that the Pricing Period may not be suspended solely on account of the Coffee Separation (including, without limitation, the announcement, implementation, or consummation of the Coffee Separation). Bank shall promptly notify the Company upon exercising its rights pursuant to this Section III(c) and shall subsequently notify the Company in writing on the day Bank believes that it may resume purchasing Common Stock. Bank shall not be required to communicate to the Company the reason for Bank’s exercise of its rights pursuant to this Section III(c) if Bank reasonably determines in good faith based on the advice of counsel that disclosing such reason may result in a violation of any legal, regulatory, or self-regulatory requirements or related policies and procedures.

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IV. Company Purchases

(a) Except for any purchases or other acquisitions of shares of Common Stock by the Company effected pursuant to (i) the Company Repurchase Programs and (ii) the Coffee Separation, without the prior written consent of Bank, the Company shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any shares of Common Stock (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for shares of Common Stock during the Pricing Period.

(b) During the term of the Transaction, the Company will promptly notify Bank if the Company determines, as a result of an acquisition or other business combination or for any other reason, it may be deemed to be engaged in a distribution (as such term is used in Regulation M under the Exchange Act) of shares of Common Stock or a reference security (as such term is used in Regulation M under the Exchange Act) with respect to the Common Stock, and shall promptly notify Bank of the commencement of such distribution (such distribution, a “Regulation M Distribution”).

V. Extraordinary Events

Upon the occurrence of any Announcement Date or any Other Corporate Event, Bank may (i) adjust the terms of the Transaction (including, without limitation, the number of Trading Days in the Pricing Period) as, in the exercise of its good faith judgment, it deems appropriate under the circumstances or (ii) elect to terminate the Transaction (a “Corporate Event Termination”); provided, for the avoidance of doubt, no adjustment of the terms of the Transaction shall be made, and Bank may not elect to terminate the Transaction, solely on account of the Coffee Separation (including, without limitation, the announcement, implementation, or consummation of the Coffee Separation). Upon the occurrence of a Corporate Event Termination, the Affected Party shall be the Company and Bank shall be the Non-Affected Party.

VI. Early Termination

Upon prior written notice to Bank, the Company may elect to terminate the Transaction as of a Trading Day specified by the Company in such written notice (an “Early Termination Date”). In such an event, Bank shall cease any purchases of Common Stock pursuant to this Transaction and, on the third Trading Day immediately following the Early Termination Date, Bank shall (i) deliver to the Company the number of shares of Common Stock, previously acquired, held or accumulated pursuant to Section III(a) of this Letter Agreement (the “Early Settlement Number”), and (ii) pay to the Company the Early Repayment Amount and the Dividend Payment Amount, if any.

VII. Events of Default

The occurrence of any of the following events with respect to a party (which party shall be the “Defaulting Party” and the other party, the “Non-Defaulting Party”) shall be an Event of Default:

(a) The failure to make any payment or any delivery of shares pursuant to the terms of the Letter Agreement.

(b) Any representation or warranty made in this Letter Agreement shall prove to have been false in any material respect at the time it was made, given or reaffirmed.

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(c) The failure to perform or comply in any material respect with any other obligation in this Letter Agreement which failure shall continue for five Trading Days after written notice of such failure has been sent to the Defaulting Party.

(d) (A) The initiation of any case, proceeding or other action (1) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or other relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to have itself adjudicated as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution or composition or other relief under bankruptcy or insolvency law with respect to it or its debts or (2) which seeks appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets; (B) a general assignment for the benefit of its creditors; (C) the initiation of any case, proceeding or other action of a nature referred to in clause (A) hereof which (1) results in the entry of an order for relief or any such adjudication or appointment with respect to the party or any of its assets or (2) is not dismissed, stayed, discharged or bonded for a period of 5 days; (D) the initiation of any case, proceeding or other action seeking issuance of a warrant of attachment, execution, or similar process against all or any substantial part of its assets, which case, proceeding or other action results in the entry of an order for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within 30 days from the entry thereof; (E) a party shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clauses (A) - (D) hereof; or (F) either party shall generally not, or shall admit in writing its inability to, pay its debts as they become due.

(e) The Common Stock ceases to be listed, traded or publicly quoted on the Exchange for any reason and is not immediately re-listed, traded or quoted as of the date of such de-listing, on another U.S. national securities exchange or a U.S. automated interdealer quotation system (“Successor Exchange”); provided that it shall not constitute an Event of Default if the Common Stock is immediately re-listed on a Successor Exchange upon its de-listing from the Exchange, and the Successor Exchange shall be deemed to be the Exchange for all purposes. In addition, in such event, Bank shall make any commercially reasonable adjustments it deems necessary to the terms of the Transaction.

(f) Any consolidation or amalgamation or merger with or into, or any transfer of all or substantially all its assets to another entity by a party, resulting in the creditworthiness of the surviving or transferee entity being materially weaker than that of the party immediately prior to such action.

VIII.   Remedies

(a) Upon the occurrence and the continuance of an Event of Default or a Corporate Event Termination, the Non-Defaulting Party or the Non-Affected Party (as the case may be) in its sole discretion may immediately, upon notice to the Defaulting Party or as applicable the Affected Party (a “Loss Notice”), terminate the Transaction by reducing the number of days in the Pricing Period, notwithstanding any other provision hereof, adjusting any other term hereof, and may sell, liquidate, offset or take any other action with respect to any position established or maintained by it in connection with this Transaction. Following a Loss Notice, the Non-Defaulting Party or the Non-Affected Party (as the case may be) shall act in good faith and in a commercially reasonable manner (and in consultation with the other Party) to determine the amount that such party reasonably in good faith believes to be its total unreimbursed net losses and costs in connection with this Letter Agreement (the “Loss”), which

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may be negative or positive. Such computation shall include any out-of-pocket losses (including but not limited to the difference between the price of Common Stock on the Purchase Date and the average price at which the shares are purchased during the Pricing Period (as such Pricing Period may be amended as a result of the operation of this Section VIII(a)) and loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position. In addition to the foregoing, the Non-Defaulting Party or the Non-Affected Party may include in its determination of its Loss hereunder such losses and costs (or gains) in respect of any payment or delivery required to have been made on or before the relevant termination date.

(b) Upon delivery of a Loss Notice by Bank, Bank shall (i) deliver to the Company the number of shares of Common Stock acquired, held or accumulated by Bank as of the date of such termination pursuant to Section III(a) (the “Default Settlement Number”) and (ii) repay to the Company the Prepayment Amount and Dividend Payment Amount (if any) (A) reduced by the amount expended by Bank to purchase shares of Common Stock and (B) reduced by the amount of such Loss.

(c) Upon delivery of a Loss Notice by Company, Bank shall (i) deliver to the Company a number of shares of Common Stock equal to the Default Settlement Number and (ii) repay to the Company the Prepayment Amount and Dividend Payment Amount (if any) (A) reduced by the product of the Reference Price and the Default Settlement Number and (B) increased by the Discount Per Share and the amount of such Loss.

IX. Other Agreements

(a) The parties acknowledge and agree that this Letter Agreement is not intended to convey to Bank rights against the Company hereunder that are senior to the claims of common stockholders in any U.S. bankruptcy proceedings of the Company; provided, however, that nothing herein shall limit or shall be deemed to limit Bank’s right to pursue remedies in the event of a breach by the Company of its obligations and agreements with respect to this Letter Agreement; and provided further that, in pursuing a claim against the Company in the event of a bankruptcy, insolvency or dissolution with respect to Company, Bank’s rights hereunder shall rank on a parity with the rights of a holder of shares of Common Stock enforcing similar rights under a contract involving shares of Common Stock.

(b) The Company agrees that the material terms of the Transaction (and any other similar transactions), and the consequences of such transactions on the financial condition and results of operations of the Company, will, to the extent and when required, be disclosed by the Company in accordance with all rules, regulations, accounting principles (including Emerging Issues Task Force (“EITF”) Issue No. 00-19) and laws applicable to the Company in its periodic filings under the Exchange Act and its financial statements and notes thereto. Further, the parties acknowledge that the material terms of the Transaction (and any other similar transactions) will, if and to the extent required, be disclosed by the Company in its offering materials to Company stockholders in connection with the Coffee Separation, and further, that this Letter Agreement will, if required, be filed as an exhibit to the Company’s Schedule TO filing with the Securities and Exchange Commission (“SEC”) in connection with the Coffee Separation.

X. Non-confidentiality

Notwithstanding anything to the contrary herein, (i) Bank acknowledges that this Letter Agreement may be intended to produce U.S. federal income tax benefits for the Company and (ii) the Company and Bank hereby agree that (A) the Company is not obligated to

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Bank to keep confidential from any and all persons or otherwise limit the use of any aspect of this Letter Agreement relating to the structure or tax aspects thereof, and (B) Bank does not assert any claim of proprietary ownership in respect of any such aspect of this Letter Agreement.

XI.   Assignment and Transfer

The rights and duties under this Letter Agreement may not be assigned or transferred by either party hereto without the prior written consent of the other party hereto.

XII.   Calculations

To the extent any calculation, adjustment or determination is required to be made by Bank hereunder, Bank shall make any such calculation, adjustment, or determination in good faith.

XIII.   Representations of the Parties

Each party represents to the other party that:

(a) Status. It is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation and, if relevant under such laws, in good standing;

(b) Powers. It has the corporate or other organizational power to execute and deliver this Letter Agreement and to perform its obligations under this Letter Agreement and has taken all necessary action to authorize such execution, delivery and performance;

(c) No Violation or Conflict. Such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets;

(d) Consents. All governmental and other consents that are required to have been obtained by it with respect to this Letter Agreement have been obtained and are in full force and effect and all conditions of any such consents have been complied with;

(e) Obligations Binding. Its obligations under this Letter Agreement constitute its legal, valid and binding obligations, enforceable in accordance with its respective terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law); and

(f) Absence of Certain Events. No Event of Default (as defined in this Letter Agreement) or event that, with the giving of notice or the passage of time or both, would constitute an Event of Default has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Letter Agreement.

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XIV.   Representations of the Company

The Company hereby represents on the date hereof and on the Purchase Date that:

(a) its financial condition is such that it has no need for liquidity with respect to its investment in the transactions contemplated by this Letter Agreement and no need to dispose of any portion thereof to satisfy any existing or contemplated undertaking or indebtedness. Its investments in and liabilities in respect of such transactions, which it understands are not readily marketable, is not disproportionate to its net worth, and it is able to bear any loss in connection with such transactions, including the loss of its entire investment in such transactions;

(b) it understands that no obligations of Bank to it hereunder will be entitled to the benefit of deposit insurance and that such obligations will not be guaranteed by any affiliate of Bank or any governmental agency;

(c) each of its filings under the Securities Act, the Exchange Act, or other applicable securities laws that are required to be filed by it have been filed and that, as of the respective dates thereof, there is no misstatement of material fact contained therein or omission of a material fact required to be stated therein or necessary to make the statements therein not misleading;

(d) it is not entering into this Letter Agreement on the basis of, and is not aware of, any material non-public information with respect to the Common Stock or in anticipation of, in connection with, or to facilitate, a distribution of its securities, a self tender offer or a third-party tender offer;

(e) it is entering into this Letter Agreement in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 under the Exchange Act, and it acknowledges that Rule 10b5-1 does not permit it to (i) exercise any influence over how, when or whether Bank effects purchases of Common Stock or (ii) alter or deviate from the plan contemplated by this Letter Agreement or to change the amount of Common Stock, price or timing of purchase contemplated hereunder;

(f) it is not entering into this Letter Agreement to create actual or apparent trading activity in the Common Stock (or any security convertible into or exchangeable for Common Stock), and, as a result of entering into this Letter Agreement and performance of its obligations hereunder, it has not and will not violate any applicable law, rule or regulation (including, without limitation, the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder) in connection with the Transaction;

(g) the Transactions and any repurchase of Common Stock by the Company in connection with the Transaction are pursuant to a publicly announced share repurchase program that has been approved by its Board of Directors and any such repurchase has been or will, to the extent and when so required, be publicly disclosed in its periodic filings under the Exchange Act and its financial statements and notes thereto;

(h) it acknowledges that the amount paid by the Company to Bank under the Transaction may differ from the actual price paid by Bank for any shares of Common Stock comprising the Settlement Number;

(i) it will not consolidate or merge with or into any person unless the surviving person is the Company or another person formed under the laws of a State of the United States of America and assumes or is responsible, by operation of law, for all obligations of the Company hereunder;

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(j) the Company is not on the date hereof engaged in a distribution, as such term is used in Regulation M under the Exchange Act, of shares of Common Stock or a reference security that would preclude purchases by Bank of the Common Stock or cause Bank to violate any law, rule or regulation with respect to such purchases;

(k) other than with respect to the Coffee Separation, there has not been any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to the Company that would fall within the scope of Rule 10b-18(a)(13)(iv) and, if at any time, the Company makes, or has made, any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to the Company (other than any such transaction in which the consideration consists solely of cash and there is no valuation period, or as to which the completion of such transaction or the completion of the vote by target shareholders has occurred), then the Company shall (i) notify Bank prior to the opening of trading in the Common Stock on any day on which the Company makes or has made any such public announcement, and (ii) notify Bank promptly following any such announcement that such announcement has been made;

(l) it is not relying, and has not relied upon, Bank with respect to the legal, accounting, tax or other implications of this Letter Agreement and that it has conducted its own analyses of the legal, accounting, tax and other implications of this Letter Agreement; and

(m) it understands and acknowledges that Bank and its affiliates may from time to time effect transactions for their own account or the account of customers and hold positions in securities or options on securities of the Company and that Bank and its affiliates may continue to conduct such transactions during the Pricing Period.

XV.   Representations, Warranties and Covenants of Bank

Bank hereby represents on the date hereof:

(a) it is not entering into this Letter Agreement to create actual or apparent trading activity in the Common Stock (or any security convertible into or exchangeable for Common Stock), and, as a result of entering into this Letter Agreement and performance of its obligations hereunder, it has not and will not directly violate any applicable law, rule or regulation (including, without limitation, the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder);

(b) it and its affiliates have implemented reasonable policies and procedures, taking into consideration the nature of the business, to ensure that individuals making investment decisions with respect to Common Stock pursuant to this Letter Agreement would not violate laws prohibiting trading on the basis of material nonpublic information;

(c) it shall pay all expenses relating to the transfer of the shares of Common Stock constituting the Settlement Number, including but not limited to any stamp duty, stock exchange tax or local tax, settled through DTC, and it shall cause delivery of any such shares on a delivery versus payment basis; and

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(d) it will convey, and, on any date that it delivers shares of Common Stock constituting the Settlement Number, represents that it has conveyed good title to the shares it is required to deliver, free from (i) any lien, charge, claim or other encumbrance (other than a lien routinely imposed on all securities by DTC) and any other restrictions whatsoever (excluding any restrictions under the Securities Act) (ii) any and all restrictions that any sale, assignment or other transfer of such shares be consented to or approved by any person or entity, including without limitation, the Company or any other obligor thereon, (iii) any limitations on the type or status, financial or otherwise, of any purchaser, pledgee, assignee or transferee of such shares, and (iv) any requirement of the delivery of any certificate, approval, consent, agreement, opinion of counsel, notice or any other document of any person or entity to the Company, any other obligor on or any registrar or transfer agent for, such shares, prior to the sale, pledge, assignment or other transfer of such shares. Bank also represents that the shares of Common Stock constituting the Settlement Number shall be properly in book-entry form.

XVI.   Miscellaneous

(a) No Collateral. Notwithstanding any provision of this Letter Agreement, or any other agreement between the parties, to the contrary, the obligations of the Company under this Letter Agreement are not secured by any collateral.

(b) Waiver of Trial by Jury. EACH OF THE COMPANY AND BANK HEREBY IRREVOCABLY WAIVES (ON ITS OWN BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS STOCKHOLDERS) ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR THE ACTIONS OF BANK OR ITS AFFILIATES IN THE NEGOTIATION, PERFORMANCE OR ENFORCEMENT HEREOF.

(c) Governing Law. THIS LETTER AGREEMENT SHALL BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE CHOICE OF LAW RULES THEREOF.

(d) Submission to Jurisdiction. THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK IN CONNECTION WITH ALL MATTERS RELATING HERETO AND WAIVE ANY OBJECTION TO THE LAYING OF VENUE IN, AND ANY CLAIM OF INCONVENIENT FORUM WITH RESPECT TO, THESE COURTS.

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XVII.   Notices

Unless otherwise specified, notices under this Letter Agreement may be made by telephone, to be confirmed in writing to the address below. Changes to the Notices must be made in writing.

(a)    If to the Company:

The Procter & Gamble Company

Shrimati Damal V, Associate Director, Capital Markets

1 Procter & Gamble Plaza, C10-113

Cincinnati, Ohio 45202

Telephone: (513) 983-9102

Telephone: (513) 983-4072

(b)    If to Bank:

Citigroup Global Markets Inc.

390 Greenwich Street

New York, NY 10013

Attn: Equity Derivatives

Telephone: (212) 723-7362

Telephone: (212) 723-8328

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Please confirm your agreement to the foregoing by signing and returning to us the enclosed duplicate of this Letter Agreement.

Very truly yours,
CITIGROUP GLOBAL MARKET INC.
By:	/s/ Herman Hirsch
Name:	Herman Hirsch
Authorized Representative

Acknowledged and agreed to as of the date first above written,
THE PROCTER & GAMBLE COMPANY
By:	/s/ J. D. Gerstle
Name:
Title:

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EX-99.(D)(II)

Exhibit (d)(ii)

CONFIDENTIAL TREATMENT

THE PROCTER & GAMBLE COMPANY HAS REQUESTED THAT THE
MARKED PORTIONS OF THIS DOCUMENT BE ACCORDED
CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 OF THE
SECURITIES EXCHANGE ACT OF 1934.

The Procter & Gamble Company

One Procter & Gamble Plaza

Cincinnati, OH 45202

June 2^nd, 2008

Re: Prepaid Share Repurchase

Ladies and Gentlemen:

This letter (the “Letter Agreement”) sets forth the agreement we have reached with respect to a transaction between Citigroup Global Markets Inc. (“Bank”) and The Procter & Gamble Company (the “Company”) in relation to shares of the Company’s common stock, without par value (the “Common Stock”).

I. Definitions

As used in this Letter Agreement, the following terms shall have the following meanings:

“Announcement Date” means the date of the first public announcement of any corporate event involving the Company or the Common Stock that, in the reasonable discretion of Bank, is, as of such date, or becomes at any date subsequent to such date but on or prior to the last day of the Pricing Period, a merger or tender offer, or the first date of public announcement by the Company that the Company is engaged in discussions with another party concerning a potential merger or tender offer or is considering strategic alternatives that, if consummated, would be or include a merger or tender offer; provided, that the term “Announcement Date” shall in no event cover or refer to, or be deemed to have occurred as a result of, any public announcement relating to the Coffee Separation (as defined below).

“Coffee Separation” means a transaction or series of transactions which results in the Company’s coffee business being a stand-alone public company, whether effected by means of a “spin-off” (in which holders of Common Stock would receive Folgers shares as a dividend), a “split-off” transaction (in which holders of Common Stock would be entitled to exchange their shares of Common Stock for Folgers shares), or another mechanism to effect the separation of the coffee business from the Company and the establishment of the coffee business as a stand-alone public company.

“Company Repurchase Programs” means the Company’s current program for repurchasing shares of Common Stock, including (i) open market purchases and any similar programs utilized by the Company during the term of this Transaction, (ii) any “block” purchases (as defined in Rule 10b-18) of shares of Common Stock and any purchases of shares of Common Stock resulting from privately negotiated transactions, (iii) any purchases of shares of Common Stock made by the Company pursuant to an accelerated share repurchase agreement as a result of the Company engaging in a Qualified Private Placement (as defined below) and (iv) any purchases of shares of Common Stock pursuant to the Other Prepaid Share Repurchase Contracts (as defined below).

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“Corporate Event Termination” has the meaning specified in Section V.

“Default Settlement Number” has the meaning specified in Section VIII(c).

“Discount Per Share” means [_*_].

“Disrupted Day” means a Trading Day on which a Market Disruption Event or a Regulatory Event occurs.

“Early Repayment Amount” means an amount in U.S. dollars equal to (i) the Prepayment Amount, minus (ii) the product of (A) the Early Termination Settlement Number and (B) the Reference Price.

“Early Termination Date” has the meaning specified in Section VI.

“Early Termination Settlement Number” has the meaning specified in Section VI.

“Exchange” means New York Stock Exchange or any Successor Exchange.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Initial Pricing Period Termination Date” means [_*_].

“Loss” has the meaning specified in Section VIII(a).

“Loss Notice” has the meaning specified in Section VIII(a).

“Market Disruption Event” means (i) any suspension of or limitation imposed on trading by any exchange or market on which the Common Stock is listed for trading, or (ii) any event that disrupts or impairs (in the reasonable business judgment of Bank) the ability of market participants in general to effect transactions in, or obtain market values for, the shares of Common Stock or futures or options contracts relating to the Common Stock.

“Other Corporate Event” means the date of first public announcement of any of the following involving the Common Stock or the Company, as applicable (but in all events excluding the Coffee Separation and excluding any purchases of shares of Common Stock by the Company pursuant to the Company Repurchase Programs): payment of a non-cash dividend, a reorganization, a self-tender, a tender offer for the Common Stock for consideration other than cash, a rights offering, a recapitalization or a spin-off of a material subsidiary or division.

“Other Prepaid Share Repurchase Contracts” means any agreements similar in structure to this Letter Agreement providing for the Company’s purchase of shares of Common Stock; provided, that any repurchasing activities with respect to such Other Prepaid Share Repurchase Contracts shall not occur during the period between the Purchase Date and the Settlement Date as defined in this Letter Agreement.

“Prepayment Amount” means $800,000,000.

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“Pricing Period” means the period commencing on the Pricing Period Commencement Date and ending on the Pricing Period Termination Date; provided that in the event of an occurrence of a Market Disruption Event or a Regulatory Event, the Pricing Period may be extended by Bank for a number of days not exceeding the number of days on which such Market Disruption Event or Regulatory Event occurred; provided further that, in the case of a single Market Disruption Event only, any extension of the Pricing Period corresponding to such Market Disruption Event shall not exceed [_*_] Trading Days.

“Pricing Period Commencement Date” means [_*_].

“Pricing Period Termination Date” means [_*_].

“Purchase Date” has the meaning specified in Section II.

“Qualified Private Placement” shall mean the issuance and sale by the Company of shares of Common Stock in an offering not required to be registered under the Securities Act.

“Reference Price” means the average VWAP for all Trading Days in the Pricing Period.

“Regulation M Distribution” has the meaning specified in Section IV(b).

“Regulatory Event” has the meaning specified in Section III(c).

“Rule 10b-18” means Rule 10b-18 under the Exchange Act.

“Scheduled Pricing Period Termination Date” means [_*_]; provided that, the Scheduled Pricing Period Termination Date may be postponed by Bank upon the occurrence of a Market Disruption Event or a Regulatory Event on any scheduled Trading Day during the Pricing Period subject to the terms an conditions set forth elsewhere in this Letter Agreement.

“Securities Act” means the Securities Act of 1933, as amended.

“Settlement Number” means a number of shares of Common Stock equal to (a) the Prepayment Amount divided by (b)(i) the Reference Price minus (ii) the Discount Per Share.

“Settlement Date” means the third Trading Day immediately following the Pricing Period Termination Date.

“Successor Exchange” has the meaning defined in Section VII(e).

“Trading Day” means any day (i) other than a Saturday, a Sunday or a Disrupted Day, and (ii) on which the Exchange is open for trading during its regular trading session, notwithstanding the Exchange closing prior to its scheduled closing time.

“Transaction” means the transaction contemplated by Section II of this Letter Agreement.

“VWAP” means, for any Trading Day, the volume-weighted average price at which the Common Stock trades as reported in the composite transactions for the principal U.S. securities exchange on which such Common Stock is then listed on such Trading Day, excluding (i) trades that do not settle regular way, (ii) opening (regular way) reported trades in the consolidated system on such Trading Day, (iii) trades that occur in the last ten minutes before the scheduled close of trading on the Exchange on such Trading Day and ten minutes before the

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scheduled close of the primary trading in the market where the trade is effected, and (iv) trades on such Trading Day that do not satisfy the requirements of Rule 10b-18(b)(3) of the Exchange Act, as determined in good faith by Bank; provided, however that, (i) to the extent that the Bank determines that any Trading Day in the Pricing Period is a partially Disrupted Day, Bank shall make adjustments to the weighting of each VWAP for purposes of determining the Reference Price, and the Bank shall determine any adjustments to the Reference Price, such determination and adjustments will be based on, among other factors, the duration of any Market Disruption Event or a Regulatory Event, as applicable, and the volume, historical trading patterns and price of the shares of Common Stock, and (ii) to the extent that there are eight Disrupted Days on or prior to the date that is the eighth scheduled Trading Day following the original Pricing Period Termination Date, then notwithstanding the occurrence of a Disrupted Day, Bank shall have the option in its sole discretion to either determine the VWAP on such eighth scheduled Trading Day (using its good faith estimate of the value for the shares of Common Stock on such eighth scheduled Trading Day) and the appropriate weighing therefor or elect to further extend the Pricing Period, not to exceed, in the case of a Market Disruption Event only, eight days. The Company acknowledges that Bank may refer to the Bloomberg Page “PG.N <Equity> AQR SEC” (or any successor thereto), in its judgment, for such Trading Day to determine the VWAP.

II. Purchase and Settlement

(a) Subject to the terms and conditions of this Letter Agreement, on [_*_] (the “Purchase Date”), the Company agrees to purchase from Bank, and Bank agrees to sell to the Company, a number of shares of Common Stock equal to the Settlement Number. On the first Trading Day immediately following the Purchase Date, the Company shall deliver the Prepayment Amount to Bank. Such payment shall be effected in accordance with the Bank’s customary procedures.

(b) On the Settlement Date, Bank shall deliver to the Company a number of shares of Common Stock equal to the Settlement Number. Such delivery shall be effected in accordance with the Bank’s customary procedures. In addition, to the extent the Company declares a cash dividend with respect to Common Stock and the ex-dividend and record dates for such dividend occur on any date after the date hereof and prior to the earliest of the Settlement Date, the Early Settlement Date, if any (in case of early termination contemplated in Article VI), and the date on which an Event of Default or a Corporate Termination Event occurs, if any (in case of early termination contemplated in Article VIII), then on the later of (i) any such date and (ii) the first Trading Day following the date on which such dividend is paid to the holders of record with respect to such dividend, the Bank shall pay to the Company an amount equal to the product of (i) the per share amount of such dividend and (ii) the number of shares the Bank has accumulated, as of the Trading Day immediately preceding the ex-dividend date for such dividend, in contemplation of settling its obligations under this Transaction (the “Dividend Payment Amount”). Such payment shall be effected in accordance with the Bank’s customary procedures.

(c) Notwithstanding anything to the contrary in this Letter Agreement, the Company acknowledges and agrees that, in no event shall Bank be obligated to deliver or entitled to receive in order to deliver, any shares of Common Stock if, upon such receipt of such shares of Common Stock by Bank, its “beneficial ownership” (within the meaning of Section 16 of the Exchange Act and the rules promulgated thereunder) would be equal to or greater than 4.9% or more of the outstanding shares of Common Stock. If any delivery owed to Bank hereunder is not made, in whole or in part, as a result of this provision, Bank’s obligation to make such delivery shall not be extinguished and the Bank shall make such delivery as promptly as practicable after, but in no event later than one Trading Day after, Bank determines that such delivery would not result in Bank directly or indirectly so beneficially owning in excess of 4.9% of the outstanding shares of Common Stock.

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III. Bank Purchases and the Pricing Period

(a) During the Pricing Period, Bank may purchase or will otherwise ensure that it owns sufficient shares of Common Stock to satisfy its obligations to deliver Common Stock to the Company with respect to this Transaction. Notwithstanding the foregoing, Bank shall not be required to purchase any shares of Common Stock, or may purchase a number of shares of Common Stock in an amount lesser than the Settlement Number.

(b) The Company acknowledges and agrees that (i) all transactions effected pursuant to Section III of this Letter Agreement shall be made in Bank’s sole judgment and for Bank’s own account, (ii) timing of transactions effected by Bank or any of its affiliates during the Pricing Period, the price paid or received per share of Common Stock pursuant to such transactions and the manner in which such transactions are made, including without limitation whether such transactions are made on any securities exchange or privately, shall be within the sole judgment of Bank, and (iii) the Company does not have, and shall not attempt to exercise, any influence over how, when or whether to effect such transactions, including, without limitation, the price paid or received per share of Common Stock pursuant to such transactions or whether such transactions are made on any securities exchange or privately. It is the intent of the Company and Bank that the transaction contemplated by this Letter Agreement comply with the requirements of Rule 10b5-1(c) of the Exchange Act and that this Letter Agreement shall be interpreted to comply with the requirements of Rule 10b5-1(c)(1)(i)(B) and Bank shall take no action that results in such transaction not so complying with such requirements. It is the intent of the Company and Bank that Bank will acquire and/or hold all shares of Common Stock contemplated in this Letter Agreement as a principal and that Bank is not an “affiliated purchaser” of the Company for purposes of Rule 10b-18.

(c) In the event that Bank reasonably concludes in good faith, based on the advice of counsel, that it is appropriate with respect to any legal, regulatory or self-regulatory requirements or policies and procedures relating to compliance with applicable securities laws, including the occurrence of a Regulation M Distribution (whether or not such requirements, policies or procedures are imposed by law or have been voluntarily adopted by Bank) (a “Regulatory Event”), or due to any Market Disruption Event, for it to refrain from purchasing Common Stock on any Trading Day during the Pricing Period, the Pricing Period shall be suspended for such day; provided, that the Pricing Period may not be suspended solely on account of the Coffee Separation (including, without limitation, the announcement, implementation, or consummation of the Coffee Separation). Bank shall promptly notify the Company upon exercising its rights pursuant to this Section III(c) and shall subsequently notify the Company in writing on the day Bank believes that it may resume purchasing Common Stock. Bank shall not be required to communicate to the Company the reason for Bank’s exercise of its rights pursuant to this Section III(c) if Bank reasonably determines in good faith based on the advice of counsel that disclosing such reason may result in a violation of any legal, regulatory, or self-regulatory requirements or related policies and procedures.

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IV. Company Purchases

(a) Except for any purchases or other acquisitions of shares of Common Stock by the Company effected pursuant to (i) the Company Repurchase Programs and (ii) the Coffee Separation, without the prior written consent of Bank, the Company shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any shares of Common Stock (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for shares of Common Stock during the Pricing Period.

(b) During the term of the Transaction, the Company will promptly notify Bank if the Company determines, as a result of an acquisition or other business combination or for any other reason, it may be deemed to be engaged in a distribution (as such term is used in Regulation M under the Exchange Act) of shares of Common Stock or a reference security (as such term is used in Regulation M under the Exchange Act) with respect to the Common Stock, and shall promptly notify Bank of the commencement of such distribution (such distribution, a “Regulation M Distribution”).

V. Extraordinary Events

Upon the occurrence of any Announcement Date or any Other Corporate Event, Bank may (i) adjust the terms of the Transaction (including, without limitation, the number of Trading Days in the Pricing Period) as, in the exercise of its good faith judgment, it deems appropriate under the circumstances or (ii) elect to terminate the Transaction (a “Corporate Event Termination”); provided, for the avoidance of doubt, no adjustment of the terms of the Transaction shall be made, and Bank may not elect to terminate the Transaction, solely on account of the Coffee Separation (including, without limitation, the announcement, implementation, or consummation of the Coffee Separation). Upon the occurrence of a Corporate Event Termination, the Affected Party shall be the Company and Bank shall be the Non-Affected Party.

VI. Early Termination

Upon prior written notice to Bank, the Company may elect to terminate the Transaction as of a Trading Day specified by the Company in such written notice (an “Early Termination Date”). In such an event, Bank shall cease any purchases of Common Stock pursuant to this Transaction and, on the third Trading Day immediately following the Early Termination Date, Bank shall (i) deliver to the Company the number of shares of Common Stock, previously acquired, held or accumulated pursuant to Section III(a) of this Letter Agreement (the “Early Settlement Number”), and (ii) pay to the Company the Early Repayment Amount and the Dividend Payment Amount, if any.

VII. Events of Default

The occurrence of any of the following events with respect to a party (which party shall be the “Defaulting Party” and the other party, the “Non-Defaulting Party”) shall be an Event of Default:

(a) The failure to make any payment or any delivery of shares pursuant to the terms of the Letter Agreement.

(b) Any representation or warranty made in this Letter Agreement shall prove to have been false in any material respect at the time it was made, given or reaffirmed.

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(c) The failure to perform or comply in any material respect with any other obligation in this Letter Agreement which failure shall continue for five Trading Days after written notice of such failure has been sent to the Defaulting Party.

(d) (A) The initiation of any case, proceeding or other action (1) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or other relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to have itself adjudicated as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution or composition or other relief under bankruptcy or insolvency law with respect to it or its debts or (2) which seeks appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets; (B) a general assignment for the benefit of its creditors; (C) the initiation of any case, proceeding or other action of a nature referred to in clause (A) hereof which (1) results in the entry of an order for relief or any such adjudication or appointment with respect to the party or any of its assets or (2) is not dismissed, stayed, discharged or bonded for a period of 5 days; (D) the initiation of any case, proceeding or other action seeking issuance of a warrant of attachment, execution, or similar process against all or any substantial part of its assets, which case, proceeding or other action results in the entry of an order for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within 30 days from the entry thereof; (E) a party shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clauses (A) - (D) hereof; or (F) either party shall generally not, or shall admit in writing its inability to, pay its debts as they become due.

(e) The Common Stock ceases to be listed, traded or publicly quoted on the Exchange for any reason and is not immediately re-listed, traded or quoted as of the date of such de-listing, on another U.S. national securities exchange or a U.S. automated interdealer quotation system (“Successor Exchange”); provided that it shall not constitute an Event of Default if the Common Stock is immediately re-listed on a Successor Exchange upon its de-listing from the Exchange, and the Successor Exchange shall be deemed to be the Exchange for all purposes. In addition, in such event, Bank shall make any commercially reasonable adjustments it deems necessary to the terms of the Transaction.

(f) Any consolidation or amalgamation or merger with or into, or any transfer of all or substantially all its assets to another entity by a party, resulting in the creditworthiness of the surviving or transferee entity being materially weaker than that of the party immediately prior to such action.

VIII.   Remedies

(a) Upon the occurrence and the continuance of an Event of Default or a Corporate Event Termination, the Non-Defaulting Party or the Non-Affected Party (as the case may be) in its sole discretion may immediately, upon notice to the Defaulting Party or as applicable the Affected Party (a “Loss Notice”), terminate the Transaction by reducing the number of days in the Pricing Period, notwithstanding any other provision hereof, adjusting any other term hereof, and may sell, liquidate, offset or take any other action with respect to any position established or maintained by it in connection with this Transaction. Following a Loss Notice, the Non-Defaulting Party or the Non-Affected Party (as the case may be) shall act in good faith and in a commercially reasonable manner (and in consultation with the other Party) to determine the amount that such party reasonably in good faith believes to be its total unreimbursed net losses and costs in connection with this Letter Agreement (the “Loss”), which

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may be negative or positive. Such computation shall include any out-of-pocket losses (including but not limited to the difference between the price of Common Stock on the Purchase Date and the average price at which the shares are purchased during the Pricing Period (as such Pricing Period may be amended as a result of the operation of this Section VIII(a)) and loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position. In addition to the foregoing, the Non-Defaulting Party or the Non-Affected Party may include in its determination of its Loss hereunder such losses and costs (or gains) in respect of any payment or delivery required to have been made on or before the relevant termination date.

(b) Upon delivery of a Loss Notice by Bank, Bank shall (i) deliver to the Company the number of shares of Common Stock acquired, held or accumulated by Bank as of the date of such termination pursuant to Section III(a) (the “Default Settlement Number”) and (ii) repay to the Company the Prepayment Amount and Dividend Payment Amount (if any) (A) reduced by the amount expended by Bank to purchase shares of Common Stock and (B) reduced by the amount of such Loss.

(c) Upon delivery of a Loss Notice by Company, Bank shall (i) deliver to the Company a number of shares of Common Stock equal to the Default Settlement Number and (ii) repay to the Company the Prepayment Amount and Dividend Payment Amount (if any) (A) reduced by the product of the Reference Price and the Default Settlement Number and (B) increased by the Discount Per Share and the amount of such Loss.

IX. Other Agreements

(a) The parties acknowledge and agree that this Letter Agreement is not intended to convey to Bank rights against the Company hereunder that are senior to the claims of common stockholders in any U.S. bankruptcy proceedings of the Company; provided, however, that nothing herein shall limit or shall be deemed to limit Bank’s right to pursue remedies in the event of a breach by the Company of its obligations and agreements with respect to this Letter Agreement; and provided further that, in pursuing a claim against the Company in the event of a bankruptcy, insolvency or dissolution with respect to Company, Bank’s rights hereunder shall rank on a parity with the rights of a holder of shares of Common Stock enforcing similar rights under a contract involving shares of Common Stock.

(b) The Company agrees that the material terms of the Transaction (and any other similar transactions), and the consequences of such transactions on the financial condition and results of operations of the Company, will, to the extent and when required, be disclosed by the Company in accordance with all rules, regulations, accounting principles (including Emerging Issues Task Force (“EITF”) Issue No. 00-19) and laws applicable to the Company in its periodic filings under the Exchange Act and its financial statements and notes thereto. Further, the parties acknowledge that the material terms of the Transaction (and any other similar transactions) will, if and to the extent required, be disclosed by the Company in its offering materials to Company stockholders in connection with the Coffee Separation, and further, that this Letter Agreement will, if required, be filed as an exhibit to the Company’s Schedule TO filing with the Securities and Exchange Commission (“SEC”) in connection with the Coffee Separation.

X. Non-confidentiality

Notwithstanding anything to the contrary herein, (i) Bank acknowledges that this Letter Agreement may be intended to produce U.S. federal income tax benefits for the Company and (ii) the Company and Bank hereby agree that (A) the Company is not obligated to Bank to keep confidential from any and all persons or otherwise limit the use of any aspect of this Letter Agreement relating to the structure or tax aspects thereof, and (B) Bank does not assert any claim of proprietary ownership in respect of any such aspect of this Letter Agreement.

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XI.   Assignment and Transfer

The rights and duties under this Letter Agreement may not be assigned or transferred by either party hereto without the prior written consent of the other party hereto.

XII.   Calculations

To the extent any calculation, adjustment or determination is required to be made by Bank hereunder, Bank shall make any such calculation, adjustment, or determination in good faith.

XIII.   Representations of the Parties

Each party represents to the other party that:

(a) Status. It is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation and, if relevant under such laws, in good standing;

(b) Powers. It has the corporate or other organizational power to execute and deliver this Letter Agreement and to perform its obligations under this Letter Agreement and has taken all necessary action to authorize such execution, delivery and performance;

(c) No Violation or Conflict. Such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets;

(d) Consents. All governmental and other consents that are required to have been obtained by it with respect to this Letter Agreement have been obtained and are in full force and effect and all conditions of any such consents have been complied with;

(e) Obligations Binding. Its obligations under this Letter Agreement constitute its legal, valid and binding obligations, enforceable in accordance with its respective terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law); and

(f) Absence of Certain Events. No Event of Default (as defined in this Letter Agreement) or event that, with the giving of notice or the passage of time or both, would constitute an Event of Default has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Letter Agreement.

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XIV.   Representations of the Company

The Company hereby represents on the date hereof and on the Purchase Date that:

(a) its financial condition is such that it has no need for liquidity with respect to its investment in the transactions contemplated by this Letter Agreement and no need to dispose of any portion thereof to satisfy any existing or contemplated undertaking or indebtedness. Its investments in and liabilities in respect of such transactions, which it understands are not readily marketable, is not disproportionate to its net worth, and it is able to bear any loss in connection with such transactions, including the loss of its entire investment in such transactions;

(b) it understands that no obligations of Bank to it hereunder will be entitled to the benefit of deposit insurance and that such obligations will not be guaranteed by any affiliate of Bank or any governmental agency;

(c) each of its filings under the Securities Act, the Exchange Act, or other applicable securities laws that are required to be filed by it have been filed and that, as of the respective dates thereof, there is no misstatement of material fact contained therein or omission of a material fact required to be stated therein or necessary to make the statements therein not misleading;

(d) it is not entering into this Letter Agreement on the basis of, and is not aware of, any material non-public information with respect to the Common Stock or in anticipation of, in connection with, or to facilitate, a distribution of its securities, a self tender offer or a third-party tender offer;

(e) it is entering into this Letter Agreement in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 under the Exchange Act, and it acknowledges that Rule 10b5-1 does not permit it to (i) exercise any influence over how, when or whether Bank effects purchases of Common Stock or (ii) alter or deviate from the plan contemplated by this Letter Agreement or to change the amount of Common Stock, price or timing of purchase contemplated hereunder;

(f) it is not entering into this Letter Agreement to create actual or apparent trading activity in the Common Stock (or any security convertible into or exchangeable for Common Stock), and, as a result of entering into this Letter Agreement and performance of its obligations hereunder, it has not and will not violate any applicable law, rule or regulation (including, without limitation, the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder) in connection with the Transaction;

(g) the Transactions and any repurchase of Common Stock by the Company in connection with the Transaction are pursuant to a publicly announced share repurchase program that has been approved by its Board of Directors and any such repurchase has been or will, to the extent and when so required, be publicly disclosed in its periodic filings under the Exchange Act and its financial statements and notes thereto;

(h) it acknowledges that the amount paid by the Company to Bank under the Transaction may differ from the actual price paid by Bank for any shares of Common Stock comprising the Settlement Number;

(i) it will not consolidate or merge with or into any person unless the surviving person is the Company or another person formed under the laws of a State of the United States of America and assumes or is responsible, by operation of law, for all obligations of the Company hereunder;

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(j) the Company is not on the date hereof engaged in a distribution, as such term is used in Regulation M under the Exchange Act, of shares of Common Stock or a reference security that would preclude purchases by Bank of the Common Stock or cause Bank to violate any law, rule or regulation with respect to such purchases;

(k) other than with respect to the Coffee Separation, there has not been any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to the Company that would fall within the scope of Rule 10b-18(a)(13)(iv) and, if at any time, the Company makes, or has made, any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to the Company (other than any such transaction in which the consideration consists solely of cash and there is no valuation period, or as to which the completion of such transaction or the completion of the vote by target shareholders has occurred), then the Company shall (i) notify Bank prior to the opening of trading in the Common Stock on any day on which the Company makes or has made any such public announcement, and (ii) notify Bank promptly following any such announcement that such announcement has been made;

(l) it is not relying, and has not relied upon, Bank with respect to the legal, accounting, tax or other implications of this Letter Agreement and that it has conducted its own analyses of the legal, accounting, tax and other implications of this Letter Agreement; and

(m) it understands and acknowledges that Bank and its affiliates may from time to time effect transactions for their own account or the account of customers and hold positions in securities or options on securities of the Company and that Bank and its affiliates may continue to conduct such transactions during the Pricing Period.

XV.   Representations, Warranties and Covenants of Bank

Bank hereby represents on the date hereof:

(a) it is not entering into this Letter Agreement to create actual or apparent trading activity in the Common Stock (or any security convertible into or exchangeable for Common Stock), and, as a result of entering into this Letter Agreement and performance of its obligations hereunder, it has not and will not directly violate any applicable law, rule or regulation (including, without limitation, the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder);

(b) it and its affiliates have implemented reasonable policies and procedures, taking into consideration the nature of the business, to ensure that individuals making investment decisions with respect to Common Stock pursuant to this Letter Agreement would not violate laws prohibiting trading on the basis of material nonpublic information;

(c) it shall pay all expenses relating to the transfer of the shares of Common Stock constituting the Settlement Number, including but not limited to any stamp duty, stock exchange tax or local tax, settled through DTC, and it shall cause delivery of any such shares on a delivery versus payment basis; and

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(d) it will convey, and, on any date that it delivers shares of Common Stock constituting the Settlement Number, represents that it has conveyed good title to the shares it is required to deliver, free from (i) any lien, charge, claim or other encumbrance (other than a lien routinely imposed on all securities by DTC) and any other restrictions whatsoever (excluding any restrictions under the Securities Act) (ii) any and all restrictions that any sale, assignment or other transfer of such shares be consented to or approved by any person or entity, including without limitation, the Company or any other obligor thereon, (iii) any limitations on the type or status, financial or otherwise, of any purchaser, pledgee, assignee or transferee of such shares, and (iv) any requirement of the delivery of any certificate, approval, consent, agreement, opinion of counsel, notice or any other document of any person or entity to the Company, any other obligor on or any registrar or transfer agent for, such shares, prior to the sale, pledge, assignment or other transfer of such shares. Bank also represents that the shares of Common Stock constituting the Settlement Number shall be properly in book-entry form.

XVI.   Miscellaneous

(a) No Collateral. Notwithstanding any provision of this Letter Agreement, or any other agreement between the parties, to the contrary, the obligations of the Company under this Letter Agreement are not secured by any collateral.

(b) Waiver of Trial by Jury. EACH OF THE COMPANY AND BANK HEREBY IRREVOCABLY WAIVES (ON ITS OWN BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS STOCKHOLDERS) ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR THE ACTIONS OF BANK OR ITS AFFILIATES IN THE NEGOTIATION, PERFORMANCE OR ENFORCEMENT HEREOF.

(c) Governing Law. THIS LETTER AGREEMENT SHALL BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE CHOICE OF LAW RULES THEREOF.

(d) Submission to Jurisdiction. THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK IN CONNECTION WITH ALL MATTERS RELATING HERETO AND WAIVE ANY OBJECTION TO THE LAYING OF VENUE IN, AND ANY CLAIM OF INCONVENIENT FORUM WITH RESPECT TO, THESE COURTS.

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XVII.   Notices

Unless otherwise specified, notices under this Letter Agreement may be made by telephone, to be confirmed in writing to the address below. Changes to the Notices must be made in writing.

(a)    If to the Company:

The Procter & Gamble Company

Shrimati Damal V, Associate Director, Capital Markets

1 Procter & Gamble Plaza, C10-113

Cincinnati, Ohio 45202

Telephone: (513) 983-9102

Telephone: (513) 983-4072

(b)    If to Bank:

Citigroup Global Markets Inc.

390 Greenwich Street

New York, NY 10013

Attn: Equity Derivatives

Telephone: (212) 723-7362

Telephone: (212) 723-8328

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Please confirm your agreement to the foregoing by signing and returning to us the enclosed duplicate of this Letter Agreement.

Very truly yours,
CITIGROUP GLOBAL MARKET INC.
By:	/s/ Herman Hirsch
Name:	Herman Hirsch
Authorized Representative

Acknowledged and agreed to as of

the date first above written,

THE PROCTER & GAMBLE COMPANY
By:	/s/ J. D. Gerstle
Name:
Title:

14

EX-99.(D)(III)

Exhibit (d)(iii)

CONFIDENTIAL TREATMENT

THE PROCTER & GAMBLE COMPANY HAS REQUESTED THAT THE

MARKED PORTIONS OF THIS DOCUMENT BE ACCORDED

CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 OF THE

SECURITIES EXCHANGE ACT OF 1934.

The Procter & Gamble Company

One Procter & Gamble Plaza

Cincinnati, OH 45202

June 2^nd, 2008

Re: Prepaid Share Repurchase

Ladies and Gentlemen:

This letter (the “Letter Agreement”) sets forth the agreement we have reached with respect to a transaction between Citigroup Global Markets Inc. (“Bank”) and The Procter & Gamble Company (the “Company”) in relation to shares of the Company’s common stock, without par value (the “Common Stock”).

I. Definitions

As used in this Letter Agreement, the following terms shall have the following meanings:

“Announcement Date” means the date of the first public announcement of any corporate event involving the Company or the Common Stock that, in the reasonable discretion of Bank, is, as of such date, or becomes at any date subsequent to such date but on or prior to the last day of the Pricing Period, a merger or tender offer, or the first date of public announcement by the Company that the Company is engaged in discussions with another party concerning a potential merger or tender offer or is considering strategic alternatives that, if consummated, would be or include a merger or tender offer; provided, that the term “Announcement Date” shall in no event cover or refer to, or be deemed to have occurred as a result of, any public announcement relating to the Coffee Separation (as defined below).

“Coffee Separation” means a transaction or series of transactions which results in the Company’s coffee business being a stand-alone public company, whether effected by means of a “spin-off” (in which holders of Common Stock would receive Folgers shares as a dividend), a “split-off” transaction (in which holders of Common Stock would be entitled to exchange their shares of Common Stock for Folgers shares), or another mechanism to effect the separation of the coffee business from the Company and the establishment of the coffee business as a stand-alone public company.

“Company Repurchase Programs” means the Company’s current program for repurchasing shares of Common Stock, including (i) open market purchases and any similar programs utilized by the Company during the term of this Transaction, (ii) any “block” purchases (as defined in Rule 10b-18) of shares of Common Stock and any purchases of shares of Common Stock resulting from privately negotiated transactions, (iii) any purchases of shares of Common Stock made by the Company pursuant to an accelerated share repurchase agreement as a result of the Company engaging in a Qualified Private Placement (as defined below) and (iv) any purchases of shares of Common Stock pursuant to the Other Prepaid Share Repurchase Contracts (as defined below).

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“Corporate Event Termination” has the meaning specified in Section V.

“Default Settlement Number” has the meaning specified in Section VIII(c).

“Discount Per Share” means [_*_].

“Disrupted Day” means a Trading Day on which a Market Disruption Event or a Regulatory Event occurs.

“Early Repayment Amount” means an amount in U.S. dollars equal to (i) the Prepayment Amount, minus (ii) the product of (A) the Early Termination Settlement Number and (B) the Reference Price.

“Early Termination Date” has the meaning specified in Section VI.

“Early Termination Settlement Number” has the meaning specified in Section VI.

“Exchange” means New York Stock Exchange or any Successor Exchange.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Initial Pricing Period Termination Date” means [_*_].

“Loss” has the meaning specified in Section VIII(a).

“Loss Notice” has the meaning specified in Section VIII(a).

“Market Disruption Event” means (i) any suspension of or limitation imposed on trading by any exchange or market on which the Common Stock is listed for trading, or (ii) any event that disrupts or impairs (in the reasonable business judgment of Bank) the ability of market participants in general to effect transactions in, or obtain market values for, the shares of Common Stock or futures or options contracts relating to the Common Stock.

“Other Corporate Event” means the date of first public announcement of any of the following involving the Common Stock or the Company, as applicable (but in all events excluding the Coffee Separation and excluding any purchases of shares of Common Stock by the Company pursuant to the Company Repurchase Programs): payment of a non-cash dividend, a reorganization, a self-tender, a tender offer for the Common Stock for consideration other than cash, a rights offering, a recapitalization or a spin-off of a material subsidiary or division.

“Other Prepaid Share Repurchase Contracts” means any agreements similar in structure to this Letter Agreement providing for the Company’s purchase of shares of Common Stock; provided, that any repurchasing activities with respect to such Other Prepaid Share Repurchase Contracts shall not occur during the period between the Purchase Date and the Settlement Date as defined in this Letter Agreement.

“Prepayment Amount” means $700,000,000.

“Pricing Period” means the period commencing on the Pricing Period Commencement Date and ending on the Pricing Period Termination Date; provided that in the event of an occurrence of a Market Disruption Event or a Regulatory Event, the Pricing Period

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may be extended by Bank for a number of days not exceeding the number of days on which such Market Disruption Event or Regulatory Event occurred; provided further that, in the case of a single Market Disruption Event only, any extension of the Pricing Period corresponding to such Market Disruption Event shall not exceed [_*_] Trading Days.

“Pricing Period Commencement Date” means [_*_].

“Pricing Period Termination Date” means [_*_].

“Purchase Date” has the meaning specified in Section II.

“Qualified Private Placement” shall mean the issuance and sale by the Company of shares of Common Stock in an offering not required to be registered under the Securities Act.

“Reference Price” means the average VWAP for all Trading Days in the Pricing Period.

“Regulation M Distribution” has the meaning specified in Section IV(b).

“Regulatory Event” has the meaning specified in Section III(c).

“Rule 10b-18” means Rule 10b-18 under the Exchange Act.

“Scheduled Pricing Period Termination Date” means [_*_]; provided that, the Scheduled Pricing Period Termination Date may be postponed by Bank upon the occurrence of a Market Disruption Event or a Regulatory Event on any scheduled Trading Day during the Pricing Period subject to the terms an conditions set forth elsewhere in this Letter Agreement.

“Securities Act” means the Securities Act of 1933, as amended.

“Settlement Number” means a number of shares of Common Stock equal to (a) the Prepayment Amount divided by (b)(i) the Reference Price minus (ii) the Discount Per Share.

“Settlement Date” means the third Trading Day immediately following the Pricing Period Termination Date.

“Successor Exchange” has the meaning defined in Section VII(e).

“Trading Day” means any day (i) other than a Saturday, a Sunday or a Disrupted Day, and (ii) on which the Exchange is open for trading during its regular trading session, notwithstanding the Exchange closing prior to its scheduled closing time.

“Transaction” means the transaction contemplated by Section II of this Letter Agreement.

“VWAP” means, for any Trading Day, the volume-weighted average price at which the Common Stock trades as reported in the composite transactions for the principal U.S. securities exchange on which such Common Stock is then listed on such Trading Day, excluding (i) trades that do not settle regular way, (ii) opening (regular way) reported trades in the consolidated system on such Trading Day, (iii) trades that occur in the last ten minutes before the scheduled close of trading on the Exchange on such Trading Day and ten minutes before the

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scheduled close of the primary trading in the market where the trade is effected, and (iv) trades on such Trading Day that do not satisfy the requirements of Rule 10b-18(b)(3) of the Exchange Act, as determined in good faith by Bank; provided, however that, (i) to the extent that the Bank determines that any Trading Day in the Pricing Period is a partially Disrupted Day, Bank shall make adjustments to the weighting of each VWAP for purposes of determining the Reference Price, and the Bank shall determine any adjustments to the Reference Price, such determination and adjustments will be based on, among other factors, the duration of any Market Disruption Event or a Regulatory Event, as applicable, and the volume, historical trading patterns and price of the shares of Common Stock, and (ii) to the extent that there are eight Disrupted Days on or prior to the date that is the eighth scheduled Trading Day following the original Pricing Period Termination Date, then notwithstanding the occurrence of a Disrupted Day, Bank shall have the option in its sole discretion to either determine the VWAP on such eighth scheduled Trading Day (using its good faith estimate of the value for the shares of Common Stock on such eighth scheduled Trading Day) and the appropriate weighing therefor or elect to further extend the Pricing Period, not to exceed, in the case of a Market Disruption Event only, eight days. The Company acknowledges that Bank may refer to the Bloomberg Page “PG.N <Equity> AQR SEC” (or any successor thereto), in its judgment, for such Trading Day to determine the VWAP.

II. Purchase and Settlement

(a) Subject to the terms and conditions of this Letter Agreement, on [_*_] (the “Purchase Date”), the Company agrees to purchase from Bank, and Bank agrees to sell to the Company, a number of shares of Common Stock equal to the Settlement Number. On the first Trading Day immediately following the Purchase Date, the Company shall deliver the Prepayment Amount to Bank. Such payment shall be effected in accordance with the Bank’s customary procedures.

(b) On the Settlement Date, Bank shall deliver to the Company a number of shares of Common Stock equal to the Settlement Number. Such delivery shall be effected in accordance with the Bank’s customary procedures. In addition, to the extent the Company declares a cash dividend with respect to Common Stock and the ex-dividend and record dates for such dividend occur on any date after the date hereof and prior to the earliest of the Settlement Date, the Early Settlement Date, if any (in case of early termination contemplated in Article VI), and the date on which an Event of Default or a Corporate Termination Event occurs, if any (in case of early termination contemplated in Article VIII), then on the later of (i) any such date and (ii) the first Trading Day following the date on which such dividend is paid to the holders of record with respect to such dividend, the Bank shall pay to the Company an amount equal to the product of (i) the per share amount of such dividend and (ii) the number of shares the Bank has accumulated, as of the Trading Day immediately preceding the ex-dividend date for such dividend, in contemplation of settling its obligations under this Transaction (the “Dividend Payment Amount”). Such payment shall be effected in accordance with the Bank’s customary procedures.

(c) Notwithstanding anything to the contrary in this Letter Agreement, the Company acknowledges and agrees that, in no event shall Bank be obligated to deliver or entitled to receive in order to deliver, any shares of Common Stock if, upon such receipt of such shares of Common Stock by Bank, its “beneficial ownership” (within the meaning of Section 16 of the Exchange Act and the rules promulgated thereunder) would be equal to or greater than 4.9% or more of the outstanding shares of Common Stock. If any delivery owed to Bank hereunder is not made, in whole or in part, as a result of this provision, Bank’s obligation to make such delivery shall not be extinguished and the Bank shall make such delivery as promptly as practicable after,

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but in no event later than one Trading Day after, Bank determines that such delivery would not result in Bank directly or indirectly so beneficially owning in excess of 4.9% of the outstanding shares of Common Stock.

III. Bank Purchases and the Pricing Period

(a) During the Pricing Period, Bank may purchase or will otherwise ensure that it owns sufficient shares of Common Stock to satisfy its obligations to deliver Common Stock to the Company with respect to this Transaction. Notwithstanding the foregoing, Bank shall not be required to purchase any shares of Common Stock, or may purchase a number of shares of Common Stock in an amount lesser than the Settlement Number.

(b) The Company acknowledges and agrees that (i) all transactions effected pursuant to Section III of this Letter Agreement shall be made in Bank’s sole judgment and for Bank’s own account, (ii) timing of transactions effected by Bank or any of its affiliates during the Pricing Period, the price paid or received per share of Common Stock pursuant to such transactions and the manner in which such transactions are made, including without limitation whether such transactions are made on any securities exchange or privately, shall be within the sole judgment of Bank, and (iii) the Company does not have, and shall not attempt to exercise, any influence over how, when or whether to effect such transactions, including, without limitation, the price paid or received per share of Common Stock pursuant to such transactions or whether such transactions are made on any securities exchange or privately. It is the intent of the Company and Bank that the transaction contemplated by this Letter Agreement comply with the requirements of Rule 10b5-1(c) of the Exchange Act and that this Letter Agreement shall be interpreted to comply with the requirements of Rule 10b5-1(c)(1)(i)(B) and Bank shall take no action that results in such transaction not so complying with such requirements. It is the intent of the Company and Bank that Bank will acquire and/or hold all shares of Common Stock contemplated in this Letter Agreement as a principal and that Bank is not an “affiliated purchaser” of the Company for purposes of Rule 10b-18.

(c) In the event that Bank reasonably concludes in good faith, based on the advice of counsel, that it is appropriate with respect to any legal, regulatory or self-regulatory requirements or policies and procedures relating to compliance with applicable securities laws, including the occurrence of a Regulation M Distribution (whether or not such requirements, policies or procedures are imposed by law or have been voluntarily adopted by Bank) (a “Regulatory Event”), or due to any Market Disruption Event, for it to refrain from purchasing Common Stock on any Trading Day during the Pricing Period, the Pricing Period shall be suspended for such day; provided, that the Pricing Period may not be suspended solely on account of the Coffee Separation (including, without limitation, the announcement, implementation, or consummation of the Coffee Separation). Bank shall promptly notify the Company upon exercising its rights pursuant to this Section III(c) and shall subsequently notify the Company in writing on the day Bank believes that it may resume purchasing Common Stock. Bank shall not be required to communicate to the Company the reason for Bank’s exercise of its rights pursuant to this Section III(c) if Bank reasonably determines in good faith based on the advice of counsel that disclosing such reason may result in a violation of any legal, regulatory, or self-regulatory requirements or related policies and procedures.

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IV. Company Purchases

(a) Except for any purchases or other acquisitions of shares of Common Stock by the Company effected pursuant to (i) the Company Repurchase Programs and (ii) the Coffee Separation, without the prior written consent of Bank, the Company shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any shares of Common Stock (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for shares of Common Stock during the Pricing Period.

(b) During the term of the Transaction, the Company will promptly notify Bank if the Company determines, as a result of an acquisition or other business combination or for any other reason, it may be deemed to be engaged in a distribution (as such term is used in Regulation M under the Exchange Act) of shares of Common Stock or a reference security (as such term is used in Regulation M under the Exchange Act) with respect to the Common Stock, and shall promptly notify Bank of the commencement of such distribution (such distribution, a “Regulation M Distribution”).

V. Extraordinary Events

Upon the occurrence of any Announcement Date or any Other Corporate Event, Bank may (i) adjust the terms of the Transaction (including, without limitation, the number of Trading Days in the Pricing Period) as, in the exercise of its good faith judgment, it deems appropriate under the circumstances or (ii) elect to terminate the Transaction (a “Corporate Event Termination”); provided, for the avoidance of doubt, no adjustment of the terms of the Transaction shall be made, and Bank may not elect to terminate the Transaction, solely on account of the Coffee Separation (including, without limitation, the announcement, implementation, or consummation of the Coffee Separation). Upon the occurrence of a Corporate Event Termination, the Affected Party shall be the Company and Bank shall be the Non-Affected Party.

VI. Early Termination

Upon prior written notice to Bank, the Company may elect to terminate the Transaction as of a Trading Day specified by the Company in such written notice (an “Early Termination Date”). In such an event, Bank shall cease any purchases of Common Stock pursuant to this Transaction and, on the third Trading Day immediately following the Early Termination Date, Bank shall (i) deliver to the Company the number of shares of Common Stock, previously acquired, held or accumulated pursuant to Section III(a) of this Letter Agreement (the “Early Settlement Number”), and (ii) pay to the Company the Early Repayment Amount and the Dividend Payment Amount, if any.

VII. Events of Default

The occurrence of any of the following events with respect to a party (which party shall be the “Defaulting Party” and the other party, the “Non-Defaulting Party”) shall be an Event of Default:

(a) The failure to make any payment or any delivery of shares pursuant to the terms of the Letter Agreement.

(b) Any representation or warranty made in this Letter Agreement shall prove to have been false in any material respect at the time it was made, given or reaffirmed.

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(c) The failure to perform or comply in any material respect with any other obligation in this Letter Agreement which failure shall continue for five Trading Days after written notice of such failure has been sent to the Defaulting Party.

(d) (A) The initiation of any case, proceeding or other action (1) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or other relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to have itself adjudicated as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution or composition or other relief under bankruptcy or insolvency law with respect to it or its debts or (2) which seeks appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets; (B) a general assignment for the benefit of its creditors; (C) the initiation of any case, proceeding or other action of a nature referred to in clause (A) hereof which (1) results in the entry of an order for relief or any such adjudication or appointment with respect to the party or any of its assets or (2) is not dismissed, stayed, discharged or bonded for a period of 5 days; (D) the initiation of any case, proceeding or other action seeking issuance of a warrant of attachment, execution, or similar process against all or any substantial part of its assets, which case, proceeding or other action results in the entry of an order for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within 30 days from the entry thereof; (E) a party shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clauses (A) - (D) hereof; or (F) either party shall generally not, or shall admit in writing its inability to, pay its debts as they become due.

(e) The Common Stock ceases to be listed, traded or publicly quoted on the Exchange for any reason and is not immediately re-listed, traded or quoted as of the date of such de-listing, on another U.S. national securities exchange or a U.S. automated interdealer quotation system (“Successor Exchange”); provided that it shall not constitute an Event of Default if the Common Stock is immediately re-listed on a Successor Exchange upon its de-listing from the Exchange, and the Successor Exchange shall be deemed to be the Exchange for all purposes. In addition, in such event, Bank shall make any commercially reasonable adjustments it deems necessary to the terms of the Transaction.

(f) Any consolidation or amalgamation or merger with or into, or any transfer of all or substantially all its assets to another entity by a party, resulting in the creditworthiness of the surviving or transferee entity being materially weaker than that of the party immediately prior to such action.

VIII.   Remedies

(a) Upon the occurrence and the continuance of an Event of Default or a Corporate Event Termination, the Non-Defaulting Party or the Non-Affected Party (as the case may be) in its sole discretion may immediately, upon notice to the Defaulting Party or as applicable the Affected Party (a “Loss Notice”), terminate the Transaction by reducing the number of days in the Pricing Period, notwithstanding any other provision hereof, adjusting any other term hereof, and may sell, liquidate, offset or take any other action with respect to any position established or maintained by it in connection with this Transaction. Following a Loss Notice, the Non-Defaulting Party or the Non-Affected Party (as the case may be) shall act in good faith and in a commercially reasonable manner (and in consultation with the other Party) to determine the amount that such party reasonably in good faith believes to be its total unreimbursed net losses and costs in connection with this Letter Agreement (the “Loss”), which

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may be negative or positive. Such computation shall include any out-of-pocket losses (including but not limited to the difference between the price of Common Stock on the Purchase Date and the average price at which the shares are purchased during the Pricing Period (as such Pricing Period may be amended as a result of the operation of this Section VIII(a)) and loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position. In addition to the foregoing, the Non-Defaulting Party or the Non-Affected Party may include in its determination of its Loss hereunder such losses and costs (or gains) in respect of any payment or delivery required to have been made on or before the relevant termination date.

(b) Upon delivery of a Loss Notice by Bank, Bank shall (i) deliver to the Company the number of shares of Common Stock acquired, held or accumulated by Bank as of the date of such termination pursuant to Section III(a) (the “Default Settlement Number”) and (ii) repay to the Company the Prepayment Amount and Dividend Payment Amount (if any) (A) reduced by the amount expended by Bank to purchase shares of Common Stock and (B) reduced by the amount of such Loss.

(c) Upon delivery of a Loss Notice by Company, Bank shall (i) deliver to the Company a number of shares of Common Stock equal to the Default Settlement Number and (ii) repay to the Company the Prepayment Amount and Dividend Payment Amount (if any) (A) reduced by the product of the Reference Price and the Default Settlement Number and (B) increased by the Discount Per Share and the amount of such Loss.

IX. Other Agreements

(a) The parties acknowledge and agree that this Letter Agreement is not intended to convey to Bank rights against the Company hereunder that are senior to the claims of common stockholders in any U.S. bankruptcy proceedings of the Company; provided, however, that nothing herein shall limit or shall be deemed to limit Bank’s right to pursue remedies in the event of a breach by the Company of its obligations and agreements with respect to this Letter Agreement; and provided further that, in pursuing a claim against the Company in the event of a bankruptcy, insolvency or dissolution with respect to Company, Bank’s rights hereunder shall rank on a parity with the rights of a holder of shares of Common Stock enforcing similar rights under a contract involving shares of Common Stock.

(b) The Company agrees that the material terms of the Transaction (and any other similar transactions), and the consequences of such transactions on the financial condition and results of operations of the Company, will, to the extent and when required, be disclosed by the Company in accordance with all rules, regulations, accounting principles (including Emerging Issues Task Force (“EITF”) Issue No. 00-19) and laws applicable to the Company in its periodic filings under the Exchange Act and its financial statements and notes thereto. Further, the parties acknowledge that the material terms of the Transaction (and any other similar transactions) will, if and to the extent required, be disclosed by the Company in its offering materials to Company stockholders in connection with the Coffee Separation, and further, that this Letter Agreement will, if required, be filed as an exhibit to the Company’s Schedule TO filing with the Securities and Exchange Commission (“SEC”) in connection with the Coffee Separation.

X. Non-confidentiality

Notwithstanding anything to the contrary herein, (i) Bank acknowledges that this Letter Agreement may be intended to produce U.S. federal income tax benefits for the Company and (ii) the Company and Bank hereby agree that (A) the Company is not obligated to

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Bank to keep confidential from any and all persons or otherwise limit the use of any aspect of this Letter Agreement relating to the structure or tax aspects thereof, and (B) Bank does not assert any claim of proprietary ownership in respect of any such aspect of this Letter Agreement.

XI.   Assignment and Transfer

The rights and duties under this Letter Agreement may not be assigned or transferred by either party hereto without the prior written consent of the other party hereto.

XII.   Calculations

To the extent any calculation, adjustment or determination is required to be made by Bank hereunder, Bank shall make any such calculation, adjustment, or determination in good faith.

XIII.   Representations of the Parties

Each party represents to the other party that:

(a) Status. It is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation and, if relevant under such laws, in good standing;

(b) Powers. It has the corporate or other organizational power to execute and deliver this Letter Agreement and to perform its obligations under this Letter Agreement and has taken all necessary action to authorize such execution, delivery and performance;

(c) No Violation or Conflict. Such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets;

(d) Consents. All governmental and other consents that are required to have been obtained by it with respect to this Letter Agreement have been obtained and are in full force and effect and all conditions of any such consents have been complied with;

(e) Obligations Binding. Its obligations under this Letter Agreement constitute its legal, valid and binding obligations, enforceable in accordance with its respective terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law); and

(f) Absence of Certain Events. No Event of Default (as defined in this Letter Agreement) or event that, with the giving of notice or the passage of time or both, would constitute an Event of Default has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Letter Agreement.

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XIV.   Representations of the Company

The Company hereby represents on the date hereof and on the Purchase Date that:

(a) its financial condition is such that it has no need for liquidity with respect to its investment in the transactions contemplated by this Letter Agreement and no need to dispose of any portion thereof to satisfy any existing or contemplated undertaking or indebtedness. Its investments in and liabilities in respect of such transactions, which it understands are not readily marketable, is not disproportionate to its net worth, and it is able to bear any loss in connection with such transactions, including the loss of its entire investment in such transactions;

(b) it understands that no obligations of Bank to it hereunder will be entitled to the benefit of deposit insurance and that such obligations will not be guaranteed by any affiliate of Bank or any governmental agency;

(c) each of its filings under the Securities Act, the Exchange Act, or other applicable securities laws that are required to be filed by it have been filed and that, as of the respective dates thereof, there is no misstatement of material fact contained therein or omission of a material fact required to be stated therein or necessary to make the statements therein not misleading;

(d) it is not entering into this Letter Agreement on the basis of, and is not aware of, any material non-public information with respect to the Common Stock or in anticipation of, in connection with, or to facilitate, a distribution of its securities, a self tender offer or a third-party tender offer;

(e) it is entering into this Letter Agreement in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 under the Exchange Act, and it acknowledges that Rule 10b5-1 does not permit it to (i) exercise any influence over how, when or whether Bank effects purchases of Common Stock or (ii) alter or deviate from the plan contemplated by this Letter Agreement or to change the amount of Common Stock, price or timing of purchase contemplated hereunder;

(f) it is not entering into this Letter Agreement to create actual or apparent trading activity in the Common Stock (or any security convertible into or exchangeable for Common Stock), and, as a result of entering into this Letter Agreement and performance of its obligations hereunder, it has not and will not violate any applicable law, rule or regulation (including, without limitation, the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder) in connection with the Transaction;

(g) the Transactions and any repurchase of Common Stock by the Company in connection with the Transaction are pursuant to a publicly announced share repurchase program that has been approved by its Board of Directors and any such repurchase has been or will, to the extent and when so required, be publicly disclosed in its periodic filings under the Exchange Act and its financial statements and notes thereto;

(h) it acknowledges that the amount paid by the Company to Bank under the Transaction may differ from the actual price paid by Bank for any shares of Common Stock comprising the Settlement Number;

(i) it will not consolidate or merge with or into any person unless the surviving person is the Company or another person formed under the laws of a State of the United States of America and assumes or is responsible, by operation of law, for all obligations of the Company hereunder;

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(j) the Company is not on the date hereof engaged in a distribution, as such term is used in Regulation M under the Exchange Act, of shares of Common Stock or a reference security that would preclude purchases by Bank of the Common Stock or cause Bank to violate any law, rule or regulation with respect to such purchases;

(k) other than with respect to the Coffee Separation, there has not been any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to the Company that would fall within the scope of Rule 10b-18(a)(13)(iv) and, if at any time, the Company makes, or has made, any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to the Company (other than any such transaction in which the consideration consists solely of cash and there is no valuation period, or as to which the completion of such transaction or the completion of the vote by target shareholders has occurred), then the Company shall (i) notify Bank prior to the opening of trading in the Common Stock on any day on which the Company makes or has made any such public announcement, and (ii) notify Bank promptly following any such announcement that such announcement has been made;

(l) it is not relying, and has not relied upon, Bank with respect to the legal, accounting, tax or other implications of this Letter Agreement and that it has conducted its own analyses of the legal, accounting, tax and other implications of this Letter Agreement; and

(m) it understands and acknowledges that Bank and its affiliates may from time to time effect transactions for their own account or the account of customers and hold positions in securities or options on securities of the Company and that Bank and its affiliates may continue to conduct such transactions during the Pricing Period.

XV.   Representations, Warranties and Covenants of Bank

Bank hereby represents on the date hereof:

(a) it is not entering into this Letter Agreement to create actual or apparent trading activity in the Common Stock (or any security convertible into or exchangeable for Common Stock), and, as a result of entering into this Letter Agreement and performance of its obligations hereunder, it has not and will not directly violate any applicable law, rule or regulation (including, without limitation, the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder);

(b) it and its affiliates have implemented reasonable policies and procedures, taking into consideration the nature of the business, to ensure that individuals making investment decisions with respect to Common Stock pursuant to this Letter Agreement would not violate laws prohibiting trading on the basis of material nonpublic information;

(c) it shall pay all expenses relating to the transfer of the shares of Common Stock constituting the Settlement Number, including but not limited to any stamp duty, stock exchange tax or local tax, settled through DTC, and it shall cause delivery of any such shares on a delivery versus payment basis; and

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(d) it will convey, and, on any date that it delivers shares of Common Stock constituting the Settlement Number, represents that it has conveyed good title to the shares it is required to deliver, free from (i) any lien, charge, claim or other encumbrance (other than a lien routinely imposed on all securities by DTC) and any other restrictions whatsoever (excluding any restrictions under the Securities Act) (ii) any and all restrictions that any sale, assignment or other transfer of such shares be consented to or approved by any person or entity, including without limitation, the Company or any other obligor thereon, (iii) any limitations on the type or status, financial or otherwise, of any purchaser, pledgee, assignee or transferee of such shares, and (iv) any requirement of the delivery of any certificate, approval, consent, agreement, opinion of counsel, notice or any other document of any person or entity to the Company, any other obligor on or any registrar or transfer agent for, such shares, prior to the sale, pledge, assignment or other transfer of such shares. Bank also represents that the shares of Common Stock constituting the Settlement Number shall be properly in book-entry form.

XVI.   Miscellaneous

(a) No Collateral. Notwithstanding any provision of this Letter Agreement, or any other agreement between the parties, to the contrary, the obligations of the Company under this Letter Agreement are not secured by any collateral.

(b) Waiver of Trial by Jury. EACH OF THE COMPANY AND BANK HEREBY IRREVOCABLY WAIVES (ON ITS OWN BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS STOCKHOLDERS) ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR THE ACTIONS OF BANK OR ITS AFFILIATES IN THE NEGOTIATION, PERFORMANCE OR ENFORCEMENT HEREOF.

(c) Governing Law. THIS LETTER AGREEMENT SHALL BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE CHOICE OF LAW RULES THEREOF.

(d) Submission to Jurisdiction. THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK IN CONNECTION WITH ALL MATTERS RELATING HERETO AND WAIVE ANY OBJECTION TO THE LAYING OF VENUE IN, AND ANY CLAIM OF INCONVENIENT FORUM WITH RESPECT TO, THESE COURTS.

XVII.   Notices

Unless otherwise specified, notices under this Letter Agreement may be made by telephone, to be confirmed in writing to the address below. Changes to the Notices must be made in writing.

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(a)    If to the Company:

The Procter & Gamble Company

Shrimati Damal V, Associate Director, Capital Markets

1 Procter & Gamble Plaza, C10-113

Cincinnati, Ohio 45202

Telephone: (513) 983-9102

Telephone: (513) 983-4072

(b)    If to Bank:

Citigroup Global Markets Inc.

390 Greenwich Street

New York, NY 10013

Attn: Equity Derivatives

Telephone: (212) 723-7362

Telephone: (212) 723-8328

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Please confirm your agreement to the foregoing by signing and returning to us the enclosed duplicate of this Letter Agreement.

Very truly yours,
CITIGROUP GLOBAL MARKET INC.
By:	/s/ Herman Hirsch
Name:	Herman Hirsch
Authorized Representative

Acknowledged and agreed to as of the date first above written,
THE PROCTER & GAMBLE COMPANY
By:	/s/ J. D. Gerstle
Name:
Title:

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EX-99.(D)(IV)

Exhibit (d)(iv)

CONFIDENTIAL TREATMENT

THE PROCTER & GAMBLE COMPANY HAS REQUESTED THAT THE

MARKED PORTIONS OF THIS DOCUMENT BE ACCORDED

CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 OF THE

SECURITIES EXCHANGE ACT OF 1934.

The Procter & Gamble Company

One Procter & Gamble Plaza

Cincinnati, OH 45202

June 2^nd, 2008

Re: Prepaid Share Repurchase

Ladies and Gentlemen:

This letter (the “Letter Agreement”) sets forth the agreement we have reached with respect to a transaction between Citigroup Global Markets Inc. (“Bank”) and The Procter & Gamble Company (the “Company”) in relation to shares of the Company’s common stock, without par value (the “Common Stock”).

I. Definitions

As used in this Letter Agreement, the following terms shall have the following meanings:

“Announcement Date” means the date of the first public announcement of any corporate event involving the Company or the Common Stock that, in the reasonable discretion of Bank, is, as of such date, or becomes at any date subsequent to such date but on or prior to the last day of the Pricing Period, a merger or tender offer, or the first date of public announcement by the Company that the Company is engaged in discussions with another party concerning a potential merger or tender offer or is considering strategic alternatives that, if consummated, would be or include a merger or tender offer; provided, that the term “Announcement Date” shall in no event cover or refer to, or be deemed to have occurred as a result of, any public announcement relating to the Coffee Separation (as defined below).

“Coffee Separation” means a transaction or series of transactions which results in the Company’s coffee business being a stand-alone public company, whether effected by means of a “spin-off” (in which holders of Common Stock would receive Folgers shares as a dividend), a “split-off” transaction (in which holders of Common Stock would be entitled to exchange their shares of Common Stock for Folgers shares), or another mechanism to effect the separation of the coffee business from the Company and the establishment of the coffee business as a stand-alone public company.

“Company Repurchase Programs” means the Company’s current program for repurchasing shares of Common Stock, including (i) open market purchases and any similar programs utilized by the Company during the term of this Transaction, (ii) any “block” purchases (as defined in Rule 10b-18) of shares of Common Stock and any purchases of shares of Common Stock resulting from privately negotiated transactions, (iii) any purchases of shares of Common Stock made by the Company pursuant to an accelerated share repurchase agreement as a result of the Company engaging in a Qualified Private Placement (as defined below) and (iv) any purchases of shares of Common Stock pursuant to the Other Prepaid Share Repurchase Contracts (as defined below).

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“Corporate Event Termination” has the meaning specified in Section V.

“Default Settlement Number” has the meaning specified in Section VIII(c).

“Discount Per Share” means [_*_].

“Disrupted Day” means a Trading Day on which a Market Disruption Event or a Regulatory Event occurs.

“Early Repayment Amount” means an amount in U.S. dollars equal to (i) the Prepayment Amount, minus (ii) the product of (A) the Early Termination Settlement Number and (B) the Reference Price.

“Early Termination Date” has the meaning specified in Section VI.

“Early Termination Settlement Number” has the meaning specified in Section VI.

“Exchange” means New York Stock Exchange or any Successor Exchange.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Initial Pricing Period Termination Date” means [_*_].

“Loss” has the meaning specified in Section VIII(a).

“Loss Notice” has the meaning specified in Section VIII(a).

“Market Disruption Event” means (i) any suspension of or limitation imposed on trading by any exchange or market on which the Common Stock is listed for trading, or (ii) any event that disrupts or impairs (in the reasonable business judgment of Bank) the ability of market participants in general to effect transactions in, or obtain market values for, the shares of Common Stock or futures or options contracts relating to the Common Stock.

“Other Corporate Event” means the date of first public announcement of any of the following involving the Common Stock or the Company, as applicable (but in all events excluding the Coffee Separation and excluding any purchases of shares of Common Stock by the Company pursuant to the Company Repurchase Programs): payment of a non-cash dividend, a reorganization, a self-tender, a tender offer for the Common Stock for consideration other than cash, a rights offering, a recapitalization or a spin-off of a material subsidiary or division.

“Other Prepaid Share Repurchase Contracts” means any agreements similar in structure to this Letter Agreement providing for the Company’s purchase of shares of Common Stock; provided, that any repurchasing activities with respect to such Other Prepaid Share Repurchase Contracts shall not occur during the period between the Purchase Date and the Settlement Date as defined in this Letter Agreement.

“Prepayment Amount” means $700,000,000.

“Pricing Period” means the period commencing on the Pricing Period Commencement Date and ending on the Pricing Period Termination Date; provided that in the event of an occurrence of a Market Disruption Event or a Regulatory Event, the Pricing Period

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may be extended by Bank for a number of days not exceeding the number of days on which such Market Disruption Event or Regulatory Event occurred; provided further that, in the case of a single Market Disruption Event only, any extension of the Pricing Period corresponding to such Market Disruption Event shall not exceed [_*_] Trading Days.

“Pricing Period Commencement Date” means [_*_].

“Pricing Period Termination Date” means [_*_].

“Purchase Date” has the meaning specified in Section II.

“Qualified Private Placement” shall mean the issuance and sale by the Company of shares of Common Stock in an offering not required to be registered under the Securities Act.

“Reference Price” means the average VWAP for all Trading Days in the Pricing Period.

“Regulation M Distribution” has the meaning specified in Section IV(b).

“Regulatory Event” has the meaning specified in Section III(c).

“Rule 10b-18” means Rule 10b-18 under the Exchange Act.

“Scheduled Pricing Period Termination Date” means [_*_]; provided that, the Scheduled Pricing Period Termination Date may be postponed by Bank upon the occurrence of a Market Disruption Event or a Regulatory Event on any scheduled Trading Day during the Pricing Period subject to the terms an conditions set forth elsewhere in this Letter Agreement.

“Securities Act” means the Securities Act of 1933, as amended.

“Settlement Number” means a number of shares of Common Stock equal to (a) the Prepayment Amount divided by (b)(i) the Reference Price minus (ii) the Discount Per Share.

“Settlement Date” means the third Trading Day immediately following the Pricing Period Termination Date.

“Successor Exchange” has the meaning defined in Section VII(e).

“Trading Day” means any day (i) other than a Saturday, a Sunday or a Disrupted Day, and (ii) on which the Exchange is open for trading during its regular trading session, notwithstanding the Exchange closing prior to its scheduled closing time.

“Transaction” means the transaction contemplated by Section II of this Letter Agreement.

“VWAP” means, for any Trading Day, the volume-weighted average price at which the Common Stock trades as reported in the composite transactions for the principal U.S. securities exchange on which such Common Stock is then listed on such Trading Day, excluding (i) trades that do not settle regular way, (ii) opening (regular way) reported trades in the consolidated system on such Trading Day, (iii) trades that occur in the last ten minutes before the scheduled close of trading on the Exchange on such Trading Day and ten minutes before the

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scheduled close of the primary trading in the market where the trade is effected, and (iv) trades on such Trading Day that do not satisfy the requirements of Rule 10b-18(b)(3) of the Exchange Act, as determined in good faith by Bank; provided, however that, (i) to the extent that the Bank determines that any Trading Day in the Pricing Period is a partially Disrupted Day, Bank shall make adjustments to the weighting of each VWAP for purposes of determining the Reference Price, and the Bank shall determine any adjustments to the Reference Price, such determination and adjustments will be based on, among other factors, the duration of any Market Disruption Event or a Regulatory Event, as applicable, and the volume, historical trading patterns and price of the shares of Common Stock, and (ii) to the extent that there are eight Disrupted Days on or prior to the date that is the eighth scheduled Trading Day following the original Pricing Period Termination Date, then notwithstanding the occurrence of a Disrupted Day, Bank shall have the option in its sole discretion to either determine the VWAP on such eighth scheduled Trading Day (using its good faith estimate of the value for the shares of Common Stock on such eighth scheduled Trading Day) and the appropriate weighing therefor or elect to further extend the Pricing Period, not to exceed, in the case of a Market Disruption Event only, eight days. The Company acknowledges that Bank may refer to the Bloomberg Page “PG.N <Equity> AQR SEC” (or any successor thereto), in its judgment, for such Trading Day to determine the VWAP.

II. Purchase and Settlement

(a) Subject to the terms and conditions of this Letter Agreement, on [_*_] (the “Purchase Date”), the Company agrees to purchase from Bank, and Bank agrees to sell to the Company, a number of shares of Common Stock equal to the Settlement Number. On the first Trading Day immediately following the Purchase Date, the Company shall deliver the Prepayment Amount to Bank. Such payment shall be effected in accordance with the Bank’s customary procedures.

(b) On the Settlement Date, Bank shall deliver to the Company a number of shares of Common Stock equal to the Settlement Number. Such delivery shall be effected in accordance with the Bank’s customary procedures. In addition, to the extent the Company declares a cash dividend with respect to Common Stock and the ex-dividend and record dates for such dividend occur on any date after the date hereof and prior to the earliest of the Settlement Date, the Early Settlement Date, if any (in case of early termination contemplated in Article VI), and the date on which an Event of Default or a Corporate Termination Event occurs, if any (in case of early termination contemplated in Article VIII), then on the later of (i) any such date and (ii) the first Trading Day following the date on which such dividend is paid to the holders of record with respect to such dividend, the Bank shall pay to the Company an amount equal to the product of (i) the per share amount of such dividend and (ii) the number of shares the Bank has accumulated, as of the Trading Day immediately preceding the ex-dividend date for such dividend, in contemplation of settling its obligations under this Transaction (the “Dividend Payment Amount”). Such payment shall be effected in accordance with the Bank’s customary procedures.

(c) Notwithstanding anything to the contrary in this Letter Agreement, the Company acknowledges and agrees that, in no event shall Bank be obligated to deliver or entitled to receive in order to deliver, any shares of Common Stock if, upon such receipt of such shares of Common Stock by Bank, its “beneficial ownership” (within the meaning of Section 16 of the Exchange Act and the rules promulgated thereunder) would be equal to or greater than 4.9% or more of the outstanding shares of Common Stock. If any delivery owed to Bank hereunder is not made, in whole or in part, as a result of this provision, Bank’s obligation to make such delivery shall not be extinguished and the Bank shall make such delivery as promptly as practicable after, but in no event later than one Trading Day after, Bank determines that such delivery would not result in Bank directly or indirectly so beneficially owning in excess of 4.9% of the outstanding shares of Common Stock.

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III. Bank Purchases and the Pricing Period

(a) During the Pricing Period, Bank may purchase or will otherwise ensure that it owns sufficient shares of Common Stock to satisfy its obligations to deliver Common Stock to the Company with respect to this Transaction. Notwithstanding the foregoing, Bank shall not be required to purchase any shares of Common Stock, or may purchase a number of shares of Common Stock in an amount lesser than the Settlement Number.

(b) The Company acknowledges and agrees that (i) all transactions effected pursuant to Section III of this Letter Agreement shall be made in Bank’s sole judgment and for Bank’s own account, (ii) timing of transactions effected by Bank or any of its affiliates during the Pricing Period, the price paid or received per share of Common Stock pursuant to such transactions and the manner in which such transactions are made, including without limitation whether such transactions are made on any securities exchange or privately, shall be within the sole judgment of Bank, and (iii) the Company does not have, and shall not attempt to exercise, any influence over how, when or whether to effect such transactions, including, without limitation, the price paid or received per share of Common Stock pursuant to such transactions or whether such transactions are made on any securities exchange or privately. It is the intent of the Company and Bank that the transaction contemplated by this Letter Agreement comply with the requirements of Rule 10b5-1(c) of the Exchange Act and that this Letter Agreement shall be interpreted to comply with the requirements of Rule 10b5-1(c)(1)(i)(B) and Bank shall take no action that results in such transaction not so complying with such requirements. It is the intent of the Company and Bank that Bank will acquire and/or hold all shares of Common Stock contemplated in this Letter Agreement as a principal and that Bank is not an “affiliated purchaser” of the Company for purposes of Rule 10b-18.

(c) In the event that Bank reasonably concludes in good faith, based on the advice of counsel, that it is appropriate with respect to any legal, regulatory or self-regulatory requirements or policies and procedures relating to compliance with applicable securities laws, including the occurrence of a Regulation M Distribution (whether or not such requirements, policies or procedures are imposed by law or have been voluntarily adopted by Bank) (a “Regulatory Event”), or due to any Market Disruption Event, for it to refrain from purchasing Common Stock on any Trading Day during the Pricing Period, the Pricing Period shall be suspended for such day; provided, that the Pricing Period may not be suspended solely on account of the Coffee Separation (including, without limitation, the announcement, implementation, or consummation of the Coffee Separation). Bank shall promptly notify the Company upon exercising its rights pursuant to this Section III(c) and shall subsequently notify the Company in writing on the day Bank believes that it may resume purchasing Common Stock. Bank shall not be required to communicate to the Company the reason for Bank’s exercise of its rights pursuant to this Section III(c) if Bank reasonably determines in good faith based on the advice of counsel that disclosing such reason may result in a violation of any legal, regulatory, or self-regulatory requirements or related policies and procedures.

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IV. Company Purchases

(a) Except for any purchases or other acquisitions of shares of Common Stock by the Company effected pursuant to (i) the Company Repurchase Programs and (ii) the Coffee Separation, without the prior written consent of Bank, the Company shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any shares of Common Stock (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for shares of Common Stock during the Pricing Period.

(b) During the term of the Transaction, the Company will promptly notify Bank if the Company determines, as a result of an acquisition or other business combination or for any other reason, it may be deemed to be engaged in a distribution (as such term is used in Regulation M under the Exchange Act) of shares of Common Stock or a reference security (as such term is used in Regulation M under the Exchange Act) with respect to the Common Stock, and shall promptly notify Bank of the commencement of such distribution (such distribution, a “Regulation M Distribution”).

V. Extraordinary Events

Upon the occurrence of any Announcement Date or any Other Corporate Event, Bank may (i) adjust the terms of the Transaction (including, without limitation, the number of Trading Days in the Pricing Period) as, in the exercise of its good faith judgment, it deems appropriate under the circumstances or (ii) elect to terminate the Transaction (a “Corporate Event Termination”); provided, for the avoidance of doubt, no adjustment of the terms of the Transaction shall be made, and Bank may not elect to terminate the Transaction, solely on account of the Coffee Separation (including, without limitation, the announcement, implementation, or consummation of the Coffee Separation). Upon the occurrence of a Corporate Event Termination, the Affected Party shall be the Company and Bank shall be the Non-Affected Party.

VI. Early Termination

Upon prior written notice to Bank, the Company may elect to terminate the Transaction as of a Trading Day specified by the Company in such written notice (an “Early Termination Date”). In such an event, Bank shall cease any purchases of Common Stock pursuant to this Transaction and, on the third Trading Day immediately following the Early Termination Date, Bank shall (i) deliver to the Company the number of shares of Common Stock, previously acquired, held or accumulated pursuant to Section III(a) of this Letter Agreement (the “Early Settlement Number”), and (ii) pay to the Company the Early Repayment Amount and the Dividend Payment Amount, if any.

VII. Events of Default

The occurrence of any of the following events with respect to a party (which party shall be the “Defaulting Party” and the other party, the “Non-Defaulting Party”) shall be an Event of Default:

(a) The failure to make any payment or any delivery of shares pursuant to the terms of the Letter Agreement.

(b) Any representation or warranty made in this Letter Agreement shall prove to have been false in any material respect at the time it was made, given or reaffirmed.

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(c) The failure to perform or comply in any material respect with any other obligation in this Letter Agreement which failure shall continue for five Trading Days after written notice of such failure has been sent to the Defaulting Party.

(d) (A) The initiation of any case, proceeding or other action (1) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or other relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to have itself adjudicated as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution or composition or other relief under bankruptcy or insolvency law with respect to it or its debts or (2) which seeks appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets; (B) a general assignment for the benefit of its creditors; (C) the initiation of any case, proceeding or other action of a nature referred to in clause (A) hereof which (1) results in the entry of an order for relief or any such adjudication or appointment with respect to the party or any of its assets or (2) is not dismissed, stayed, discharged or bonded for a period of 5 days; (D) the initiation of any case, proceeding or other action seeking issuance of a warrant of attachment, execution, or similar process against all or any substantial part of its assets, which case, proceeding or other action results in the entry of an order for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within 30 days from the entry thereof; (E) a party shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clauses (A) - (D) hereof; or (F) either party shall generally not, or shall admit in writing its inability to, pay its debts as they become due.

(e) The Common Stock ceases to be listed, traded or publicly quoted on the Exchange for any reason and is not immediately re-listed, traded or quoted as of the date of such de-listing, on another U.S. national securities exchange or a U.S. automated interdealer quotation system (“Successor Exchange”); provided that it shall not constitute an Event of Default if the Common Stock is immediately re-listed on a Successor Exchange upon its de-listing from the Exchange, and the Successor Exchange shall be deemed to be the Exchange for all purposes. In addition, in such event, Bank shall make any commercially reasonable adjustments it deems necessary to the terms of the Transaction.

(f) Any consolidation or amalgamation or merger with or into, or any transfer of all or substantially all its assets to another entity by a party, resulting in the creditworthiness of the surviving or transferee entity being materially weaker than that of the party immediately prior to such action.

VIII.   Remedies

(a) Upon the occurrence and the continuance of an Event of Default or a Corporate Event Termination, the Non-Defaulting Party or the Non-Affected Party (as the case may be) in its sole discretion may immediately, upon notice to the Defaulting Party or as applicable the Affected Party (a “Loss Notice”), terminate the Transaction by reducing the number of days in the Pricing Period, notwithstanding any other provision hereof, adjusting any other term hereof, and may sell, liquidate, offset or take any other action with respect to any position established or maintained by it in connection with this Transaction. Following a Loss Notice, the Non-Defaulting Party or the Non-Affected Party (as the case may be) shall act in good faith and in a commercially reasonable manner (and in consultation with the other Party) to determine the amount that such party reasonably in good faith believes to be its total unreimbursed net losses and costs in connection with this Letter Agreement (the “Loss”), which

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may be negative or positive. Such computation shall include any out-of-pocket losses (including but not limited to the difference between the price of Common Stock on the Purchase Date and the average price at which the shares are purchased during the Pricing Period (as such Pricing Period may be amended as a result of the operation of this Section VIII(a)) and loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position. In addition to the foregoing, the Non-Defaulting Party or the Non-Affected Party may include in its determination of its Loss hereunder such losses and costs (or gains) in respect of any payment or delivery required to have been made on or before the relevant termination date.

(b) Upon delivery of a Loss Notice by Bank, Bank shall (i) deliver to the Company the number of shares of Common Stock acquired, held or accumulated by Bank as of the date of such termination pursuant to Section III(a) (the “Default Settlement Number”) and (ii) repay to the Company the Prepayment Amount and Dividend Payment Amount (if any) (A) reduced by the amount expended by Bank to purchase shares of Common Stock and (B) reduced by the amount of such Loss.

(c) Upon delivery of a Loss Notice by Company, Bank shall (i) deliver to the Company a number of shares of Common Stock equal to the Default Settlement Number and (ii) repay to the Company the Prepayment Amount and Dividend Payment Amount (if any) (A) reduced by the product of the Reference Price and the Default Settlement Number and (B) increased by the Discount Per Share and the amount of such Loss.

IX. Other Agreements

(a) The parties acknowledge and agree that this Letter Agreement is not intended to convey to Bank rights against the Company hereunder that are senior to the claims of common stockholders in any U.S. bankruptcy proceedings of the Company; provided, however, that nothing herein shall limit or shall be deemed to limit Bank’s right to pursue remedies in the event of a breach by the Company of its obligations and agreements with respect to this Letter Agreement; and provided further that, in pursuing a claim against the Company in the event of a bankruptcy, insolvency or dissolution with respect to Company, Bank’s rights hereunder shall rank on a parity with the rights of a holder of shares of Common Stock enforcing similar rights under a contract involving shares of Common Stock.

(b) The Company agrees that the material terms of the Transaction (and any other similar transactions), and the consequences of such transactions on the financial condition and results of operations of the Company, will, to the extent and when required, be disclosed by the Company in accordance with all rules, regulations, accounting principles (including Emerging Issues Task Force (“EITF”) Issue No. 00-19) and laws applicable to the Company in its periodic filings under the Exchange Act and its financial statements and notes thereto. Further, the parties acknowledge that the material terms of the Transaction (and any other similar transactions) will, if and to the extent required, be disclosed by the Company in its offering materials to Company stockholders in connection with the Coffee Separation, and further, that this Letter Agreement will, if required, be filed as an exhibit to the Company’s Schedule TO filing with the Securities and Exchange Commission (“SEC”) in connection with the Coffee Separation.

X. Non-confidentiality

Notwithstanding anything to the contrary herein, (i) Bank acknowledges that this Letter Agreement may be intended to produce U.S. federal income tax benefits for the Company and (ii) the Company and Bank hereby agree that (A) the Company is not obligated to

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Bank to keep confidential from any and all persons or otherwise limit the use of any aspect of this Letter Agreement relating to the structure or tax aspects thereof, and (B) Bank does not assert any claim of proprietary ownership in respect of any such aspect of this Letter Agreement.

XI.   Assignment and Transfer

The rights and duties under this Letter Agreement may not be assigned or transferred by either party hereto without the prior written consent of the other party hereto.

XII.   Calculations

To the extent any calculation, adjustment or determination is required to be made by Bank hereunder, Bank shall make any such calculation, adjustment, or determination in good faith.

XIII.   Representations of the Parties

Each party represents to the other party that:

(a) Status. It is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation and, if relevant under such laws, in good standing;

(b) Powers. It has the corporate or other organizational power to execute and deliver this Letter Agreement and to perform its obligations under this Letter Agreement and has taken all necessary action to authorize such execution, delivery and performance;

(c) No Violation or Conflict. Such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets;

(d) Consents. All governmental and other consents that are required to have been obtained by it with respect to this Letter Agreement have been obtained and are in full force and effect and all conditions of any such consents have been complied with;

(e) Obligations Binding. Its obligations under this Letter Agreement constitute its legal, valid and binding obligations, enforceable in accordance with its respective terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law); and

(f) Absence of Certain Events. No Event of Default (as defined in this Letter Agreement) or event that, with the giving of notice or the passage of time or both, would constitute an Event of Default has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Letter Agreement.

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XIV.   Representations of the Company

The Company hereby represents on the date hereof and on the Purchase Date that:

(a) its financial condition is such that it has no need for liquidity with respect to its investment in the transactions contemplated by this Letter Agreement and no need to dispose of any portion thereof to satisfy any existing or contemplated undertaking or indebtedness. Its investments in and liabilities in respect of such transactions, which it understands are not readily marketable, is not disproportionate to its net worth, and it is able to bear any loss in connection with such transactions, including the loss of its entire investment in such transactions;

(b) it understands that no obligations of Bank to it hereunder will be entitled to the benefit of deposit insurance and that such obligations will not be guaranteed by any affiliate of Bank or any governmental agency;

(c) each of its filings under the Securities Act, the Exchange Act, or other applicable securities laws that are required to be filed by it have been filed and that, as of the respective dates thereof, there is no misstatement of material fact contained therein or omission of a material fact required to be stated therein or necessary to make the statements therein not misleading;

(d) it is not entering into this Letter Agreement on the basis of, and is not aware of, any material non-public information with respect to the Common Stock or in anticipation of, in connection with, or to facilitate, a distribution of its securities, a self tender offer or a third-party tender offer;

(e) it is entering into this Letter Agreement in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 under the Exchange Act, and it acknowledges that Rule 10b5-1 does not permit it to (i) exercise any influence over how, when or whether Bank effects purchases of Common Stock or (ii) alter or deviate from the plan contemplated by this Letter Agreement or to change the amount of Common Stock, price or timing of purchase contemplated hereunder;

(f) it is not entering into this Letter Agreement to create actual or apparent trading activity in the Common Stock (or any security convertible into or exchangeable for Common Stock), and, as a result of entering into this Letter Agreement and performance of its obligations hereunder, it has not and will not violate any applicable law, rule or regulation (including, without limitation, the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder) in connection with the Transaction;

(g) the Transactions and any repurchase of Common Stock by the Company in connection with the Transaction are pursuant to a publicly announced share repurchase program that has been approved by its Board of Directors and any such repurchase has been or will, to the extent and when so required, be publicly disclosed in its periodic filings under the Exchange Act and its financial statements and notes thereto;

(h) it acknowledges that the amount paid by the Company to Bank under the Transaction may differ from the actual price paid by Bank for any shares of Common Stock comprising the Settlement Number;

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(i) it will not consolidate or merge with or into any person unless the surviving person is the Company or another person formed under the laws of a State of the United States of America and assumes or is responsible, by operation of law, for all obligations of the Company hereunder;

(j) the Company is not on the date hereof engaged in a distribution, as such term is used in Regulation M under the Exchange Act, of shares of Common Stock or a reference security that would preclude purchases by Bank of the Common Stock or cause Bank to violate any law, rule or regulation with respect to such purchases;

(k) other than with respect to the Coffee Separation, there has not been any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to the Company that would fall within the scope of Rule 10b-18(a)(13)(iv) and, if at any time, the Company makes, or has made, any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to the Company (other than any such transaction in which the consideration consists solely of cash and there is no valuation period, or as to which the completion of such transaction or the completion of the vote by target shareholders has occurred), then the Company shall (i) notify Bank prior to the opening of trading in the Common Stock on any day on which the Company makes or has made any such public announcement, and (ii) notify Bank promptly following any such announcement that such announcement has been made;

(l) it is not relying, and has not relied upon, Bank with respect to the legal, accounting, tax or other implications of this Letter Agreement and that it has conducted its own analyses of the legal, accounting, tax and other implications of this Letter Agreement; and

(m) it understands and acknowledges that Bank and its affiliates may from time to time effect transactions for their own account or the account of customers and hold positions in securities or options on securities of the Company and that Bank and its affiliates may continue to conduct such transactions during the Pricing Period.

XV.  Representations, Warranties and Covenants of Bank

Bank hereby represents on the date hereof:

(a) it is not entering into this Letter Agreement to create actual or apparent trading activity in the Common Stock (or any security convertible into or exchangeable for Common Stock), and, as a result of entering into this Letter Agreement and performance of its obligations hereunder, it has not and will not directly violate any applicable law, rule or regulation (including, without limitation, the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder);

(b) it and its affiliates have implemented reasonable policies and procedures, taking into consideration the nature of the business, to ensure that individuals making investment decisions with respect to Common Stock pursuant to this Letter Agreement would not violate laws prohibiting trading on the basis of material nonpublic information;

(c) it shall pay all expenses relating to the transfer of the shares of Common Stock constituting the Settlement Number, including but not limited to any stamp duty, stock exchange tax or local tax, settled through DTC, and it shall cause delivery of any such shares on a delivery versus payment basis; and

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(d) it will convey, and, on any date that it delivers shares of Common Stock constituting the Settlement Number, represents that it has conveyed good title to the shares it is required to deliver, free from (i) any lien, charge, claim or other encumbrance (other than a lien routinely imposed on all securities by DTC) and any other restrictions whatsoever (excluding any restrictions under the Securities Act) (ii) any and all restrictions that any sale, assignment or other transfer of such shares be consented to or approved by any person or entity, including without limitation, the Company or any other obligor thereon, (iii) any limitations on the type or status, financial or otherwise, of any purchaser, pledgee, assignee or transferee of such shares, and (iv) any requirement of the delivery of any certificate, approval, consent, agreement, opinion of counsel, notice or any other document of any person or entity to the Company, any other obligor on or any registrar or transfer agent for, such shares, prior to the sale, pledge, assignment or other transfer of such shares. Bank also represents that the shares of Common Stock constituting the Settlement Number shall be properly in book-entry form.

XVI.   Miscellaneous

(a) No Collateral. Notwithstanding any provision of this Letter Agreement, or any other agreement between the parties, to the contrary, the obligations of the Company under this Letter Agreement are not secured by any collateral.

(b) Waiver of Trial by Jury. EACH OF THE COMPANY AND BANK HEREBY IRREVOCABLY WAIVES (ON ITS OWN BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS STOCKHOLDERS) ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR THE ACTIONS OF BANK OR ITS AFFILIATES IN THE NEGOTIATION, PERFORMANCE OR ENFORCEMENT HEREOF.

(c) Governing Law. THIS LETTER AGREEMENT SHALL BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE CHOICE OF LAW RULES THEREOF.

(d) Submission to Jurisdiction. THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK IN CONNECTION WITH ALL MATTERS RELATING HERETO AND WAIVE ANY OBJECTION TO THE LAYING OF VENUE IN, AND ANY CLAIM OF INCONVENIENT FORUM WITH RESPECT TO, THESE COURTS.

XVII.   Notices

Unless otherwise specified, notices under this Letter Agreement may be made by telephone, to be confirmed in writing to the address below. Changes to the Notices must be made in writing.

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(a)    If to the Company:

The Procter & Gamble Company

Shrimati Damal V, Associate Director, Capital Markets

1 Procter & Gamble Plaza, C10-113

Cincinnati, Ohio 45202

Telephone: (513) 983-9102

Telephone: (513) 983-4072

(b)    If to Bank:

Citigroup Global Markets Inc.

390 Greenwich Street

New York, NY 10013

Attn: Equity Derivatives

Telephone: (212) 723-7362

Telephone: (212) 723-8328

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Please confirm your agreement to the foregoing by signing and returning to us the enclosed duplicate of this Letter Agreement.

Very truly yours,
CITIGROUP GLOBAL MARKET INC.
By:	/s/ Herman Hirsch
Name:	Herman Hirsch
Authorized Representative

Acknowledged and agreed to as of

the date first above written,

THE PROCTER & GAMBLE COMPANY
By:	/s/ J. D. Gerstle
Name:
Title:

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EX-99.(D)(V)

Exhibit (d)(V)

CONFIDENTIAL TREATMENT

THE PROCTER & GAMBLE COMPANY HAS REQUESTED THAT THE

MARKED PORTIONS OF THIS DOCUMENT BE ACCORDED

CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 OF THE

SECURITIES EXCHANGE ACT OF 1934.

The Procter & Gamble Company

One Procter & Gamble Plaza

Cincinnati, OH 45202

June 2^nd, 2008

Re: Prepaid Share Repurchase

Ladies and Gentlemen:

This letter (the “Letter Agreement”) sets forth the agreement we have reached with respect to a transaction between Citigroup Global Markets Inc. (“Bank”) and The Procter & Gamble Company (the “Company”) in relation to shares of the Company’s common stock, without par value (the “Common Stock”).

I. Definitions

As used in this Letter Agreement, the following terms shall have the following meanings:

“Announcement Date” means the date of the first public announcement of any corporate event involving the Company or the Common Stock that, in the reasonable discretion of Bank, is, as of such date, or becomes at any date subsequent to such date but on or prior to the last day of the Pricing Period, a merger or tender offer, or the first date of public announcement by the Company that the Company is engaged in discussions with another party concerning a potential merger or tender offer or is considering strategic alternatives that, if consummated, would be or include a merger or tender offer; provided, that the term “Announcement Date” shall in no event cover or refer to, or be deemed to have occurred as a result of, any public announcement relating to the Coffee Separation (as defined below).

“Coffee Separation” means a transaction or series of transactions which results in the Company’s coffee business being a stand-alone public company, whether effected by means of a “spin-off” (in which holders of Common Stock would receive Folgers shares as a dividend), a “split-off” transaction (in which holders of Common Stock would be entitled to exchange their shares of Common Stock for Folgers shares), or another mechanism to effect the separation of the coffee business from the Company and the establishment of the coffee business as a stand-alone public company.

“Company Repurchase Programs” means the Company’s current program for repurchasing shares of Common Stock, including (i) open market purchases and any similar programs utilized by the Company during the term of this Transaction, (ii) any “block” purchases (as defined in Rule 10b-18) of shares of Common Stock and any purchases of shares of Common Stock resulting from privately negotiated transactions, (iii) any purchases of shares of Common Stock made by the Company pursuant to an accelerated share repurchase agreement as a result of the Company engaging in a Qualified Private Placement (as defined below) and (iv) any purchases of shares of Common Stock pursuant to the Other Prepaid Share Repurchase Contracts (as defined below).

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“Corporate Event Termination” has the meaning specified in Section V.

“Default Settlement Number” has the meaning specified in Section VIII(c).

“Discount Per Share” means [_*_].

“Disrupted Day” means a Trading Day on which a Market Disruption Event or a Regulatory Event occurs.

“Early Repayment Amount” means an amount in U.S. dollars equal to (i) the Prepayment Amount, minus (ii) the product of (A) the Early Termination Settlement Number and (B) the Reference Price.

“Early Termination Date” has the meaning specified in Section VI.

“Early Termination Settlement Number” has the meaning specified in Section VI.

“Exchange” means New York Stock Exchange or any Successor Exchange.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Initial Pricing Period Termination Date” means [_*_].

“Loss” has the meaning specified in Section VIII(a).

“Loss Notice” has the meaning specified in Section VIII(a).

“Market Disruption Event” means (i) any suspension of or limitation imposed on trading by any exchange or market on which the Common Stock is listed for trading, or (ii) any event that disrupts or impairs (in the reasonable business judgment of Bank) the ability of market participants in general to effect transactions in, or obtain market values for, the shares of Common Stock or futures or options contracts relating to the Common Stock.

“Other Corporate Event” means the date of first public announcement of any of the following involving the Common Stock or the Company, as applicable (but in all events excluding the Coffee Separation and excluding any purchases of shares of Common Stock by the Company pursuant to the Company Repurchase Programs): payment of a non-cash dividend, a reorganization, a self-tender, a tender offer for the Common Stock for consideration other than cash, a rights offering, a recapitalization or a spin-off of a material subsidiary or division.

“Other Prepaid Share Repurchase Contracts” means any agreements similar in structure to this Letter Agreement providing for the Company’s purchase of shares of Common Stock; provided, that any repurchasing activities with respect to such Other Prepaid Share Repurchase Contracts shall not occur during the period between the Purchase Date and the Settlement Date as defined in this Letter Agreement.

“Prepayment Amount” means $700,000,000.

“Pricing Period” means the period commencing on the Pricing Period Commencement Date and ending on the Pricing Period Termination Date; provided that in the event of an occurrence of a Market Disruption Event or a Regulatory Event, the Pricing Period

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may be extended by Bank for a number of days not exceeding the number of days on which such Market Disruption Event or Regulatory Event occurred; provided further that, in the case of a single Market Disruption Event only, any extension of the Pricing Period corresponding to such Market Disruption Event shall not exceed [_*_] Trading Days.

“Pricing Period Commencement Date” means [_*_].

“Pricing Period Termination Date” means [_*_].

“Purchase Date” has the meaning specified in Section II.

“Qualified Private Placement” shall mean the issuance and sale by the Company of shares of Common Stock in an offering not required to be registered under the Securities Act.

“Reference Price” means the average VWAP for all Trading Days in the Pricing Period.

“Regulation M Distribution” has the meaning specified in Section IV(b).

“Regulatory Event” has the meaning specified in Section III(c).

“Rule 10b-18” means Rule 10b-18 under the Exchange Act.

“Scheduled Pricing Period Termination Date” means [_*_]; provided that, the Scheduled Pricing Period Termination Date may be postponed by Bank upon the occurrence of a Market Disruption Event or a Regulatory Event on any scheduled Trading Day during the Pricing Period subject to the terms an conditions set forth elsewhere in this Letter Agreement.

“Securities Act” means the Securities Act of 1933, as amended.

“Settlement Number” means a number of shares of Common Stock equal to (a) the Prepayment Amount divided by (b)(i) the Reference Price minus (ii) the Discount Per Share.

“Settlement Date” means the third Trading Day immediately following the Pricing Period Termination Date.

“Successor Exchange” has the meaning defined in Section VII(e).

“Trading Day” means any day (i) other than a Saturday, a Sunday or a Disrupted Day, and (ii) on which the Exchange is open for trading during its regular trading session, notwithstanding the Exchange closing prior to its scheduled closing time.

“Transaction” means the transaction contemplated by Section II of this Letter Agreement.

“VWAP” means, for any Trading Day, the volume-weighted average price at which the Common Stock trades as reported in the composite transactions for the principal U.S. securities exchange on which such Common Stock is then listed on such Trading Day, excluding (i) trades that do not settle regular way, (ii) opening (regular way) reported trades in the consolidated system on such Trading Day, (iii) trades that occur in the last ten minutes before the scheduled close of trading on the Exchange on such Trading Day and ten minutes before the

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scheduled close of the primary trading in the market where the trade is effected, and (iv) trades on such Trading Day that do not satisfy the requirements of Rule 10b-18(b)(3) of the Exchange Act, as determined in good faith by Bank; provided, however that, (i) to the extent that the Bank determines that any Trading Day in the Pricing Period is a partially Disrupted Day, Bank shall make adjustments to the weighting of each VWAP for purposes of determining the Reference Price, and the Bank shall determine any adjustments to the Reference Price, such determination and adjustments will be based on, among other factors, the duration of any Market Disruption Event or a Regulatory Event, as applicable, and the volume, historical trading patterns and price of the shares of Common Stock, and (ii) to the extent that there are eight Disrupted Days on or prior to the date that is the eighth scheduled Trading Day following the original Pricing Period Termination Date, then notwithstanding the occurrence of a Disrupted Day, Bank shall have the option in its sole discretion to either determine the VWAP on such eighth scheduled Trading Day (using its good faith estimate of the value for the shares of Common Stock on such eighth scheduled Trading Day) and the appropriate weighing therefor or elect to further extend the Pricing Period, not to exceed, in the case of a Market Disruption Event only, eight days. The Company acknowledges that Bank may refer to the Bloomberg Page “PG.N <Equity> AQR SEC” (or any successor thereto), in its judgment, for such Trading Day to determine the VWAP.

II. Purchase and Settlement

(a) Subject to the terms and conditions of this Letter Agreement, on [_*_] (the “Purchase Date”), the Company agrees to purchase from Bank, and Bank agrees to sell to the Company, a number of shares of Common Stock equal to the Settlement Number. On the first Trading Day immediately following the Purchase Date, the Company shall deliver the Prepayment Amount to Bank. Such payment shall be effected in accordance with the Bank’s customary procedures.

(b) On the Settlement Date, Bank shall deliver to the Company a number of shares of Common Stock equal to the Settlement Number. Such delivery shall be effected in accordance with the Bank’s customary procedures. In addition, to the extent the Company declares a cash dividend with respect to Common Stock and the ex-dividend and record dates for such dividend occur on any date after the date hereof and prior to the earliest of the Settlement Date, the Early Settlement Date, if any (in case of early termination contemplated in Article VI), and the date on which an Event of Default or a Corporate Termination Event occurs, if any (in case of early termination contemplated in Article VIII), then on the later of (i) any such date and (ii) the first Trading Day following the date on which such dividend is paid to the holders of record with respect to such dividend, the Bank shall pay to the Company an amount equal to the product of (i) the per share amount of such dividend and (ii) the number of shares the Bank has accumulated, as of the Trading Day immediately preceding the ex-dividend date for such dividend, in contemplation of settling its obligations under this Transaction (the “Dividend Payment Amount”). Such payment shall be effected in accordance with the Bank’s customary procedures.

(c) Notwithstanding anything to the contrary in this Letter Agreement, the Company acknowledges and agrees that, in no event shall Bank be obligated to deliver or entitled to receive in order to deliver, any shares of Common Stock if, upon such receipt of such shares of Common Stock by Bank, its “beneficial ownership” (within the meaning of Section 16 of the Exchange Act and the rules promulgated thereunder) would be equal to or greater than 4.9% or more of the outstanding shares of Common Stock. If any delivery owed to Bank hereunder is not made, in whole or in part, as a result of this provision, Bank’s obligation to make such delivery shall not be extinguished and the Bank shall make such delivery as promptly as practicable after, but in no event later than one Trading Day after, Bank determines that such delivery would not result in Bank directly or indirectly so beneficially owning in excess of 4.9% of the outstanding shares of Common Stock.

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III. Bank Purchases and the Pricing Period

(a) During the Pricing Period, Bank may purchase or will otherwise ensure that it owns sufficient shares of Common Stock to satisfy its obligations to deliver Common Stock to the Company with respect to this Transaction. Notwithstanding the foregoing, Bank shall not be required to purchase any shares of Common Stock, or may purchase a number of shares of Common Stock in an amount lesser than the Settlement Number.

(b) The Company acknowledges and agrees that (i) all transactions effected pursuant to Section III of this Letter Agreement shall be made in Bank’s sole judgment and for Bank’s own account, (ii) timing of transactions effected by Bank or any of its affiliates during the Pricing Period, the price paid or received per share of Common Stock pursuant to such transactions and the manner in which such transactions are made, including without limitation whether such transactions are made on any securities exchange or privately, shall be within the sole judgment of Bank, and (iii) the Company does not have, and shall not attempt to exercise, any influence over how, when or whether to effect such transactions, including, without limitation, the price paid or received per share of Common Stock pursuant to such transactions or whether such transactions are made on any securities exchange or privately. It is the intent of the Company and Bank that the transaction contemplated by this Letter Agreement comply with the requirements of Rule 10b5-1(c) of the Exchange Act and that this Letter Agreement shall be interpreted to comply with the requirements of Rule 10b5-1(c)(1)(i)(B) and Bank shall take no action that results in such transaction not so complying with such requirements. It is the intent of the Company and Bank that Bank will acquire and/or hold all shares of Common Stock contemplated in this Letter Agreement as a principal and that Bank is not an “affiliated purchaser” of the Company for purposes of Rule 10b-18.

(c) In the event that Bank reasonably concludes in good faith, based on the advice of counsel, that it is appropriate with respect to any legal, regulatory or self-regulatory requirements or policies and procedures relating to compliance with applicable securities laws, including the occurrence of a Regulation M Distribution (whether or not such requirements, policies or procedures are imposed by law or have been voluntarily adopted by Bank) (a “Regulatory Event”), or due to any Market Disruption Event, for it to refrain from purchasing Common Stock on any Trading Day during the Pricing Period, the Pricing Period shall be suspended for such day; provided, that the Pricing Period may not be suspended solely on account of the Coffee Separation (including, without limitation, the announcement, implementation, or consummation of the Coffee Separation). Bank shall promptly notify the Company upon exercising its rights pursuant to this Section III(c) and shall subsequently notify the Company in writing on the day Bank believes that it may resume purchasing Common Stock. Bank shall not be required to communicate to the Company the reason for Bank’s exercise of its rights pursuant to this Section III(c) if Bank reasonably determines in good faith based on the advice of counsel that disclosing such reason may result in a violation of any legal, regulatory, or self-regulatory requirements or related policies and procedures.

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IV. Company Purchases

(a) Except for any purchases or other acquisitions of shares of Common Stock by the Company effected pursuant to (i) the Company Repurchase Programs and (ii) the Coffee Separation, without the prior written consent of Bank, the Company shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any shares of Common Stock (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for shares of Common Stock during the Pricing Period.

(b) During the term of the Transaction, the Company will promptly notify Bank if the Company determines, as a result of an acquisition or other business combination or for any other reason, it may be deemed to be engaged in a distribution (as such term is used in Regulation M under the Exchange Act) of shares of Common Stock or a reference security (as such term is used in Regulation M under the Exchange Act) with respect to the Common Stock, and shall promptly notify Bank of the commencement of such distribution (such distribution, a “Regulation M Distribution”).

V. Extraordinary Events

Upon the occurrence of any Announcement Date or any Other Corporate Event, Bank may (i) adjust the terms of the Transaction (including, without limitation, the number of Trading Days in the Pricing Period) as, in the exercise of its good faith judgment, it deems appropriate under the circumstances or (ii) elect to terminate the Transaction (a “Corporate Event Termination”); provided, for the avoidance of doubt, no adjustment of the terms of the Transaction shall be made, and Bank may not elect to terminate the Transaction, solely on account of the Coffee Separation (including, without limitation, the announcement, implementation, or consummation of the Coffee Separation). Upon the occurrence of a Corporate Event Termination, the Affected Party shall be the Company and Bank shall be the Non-Affected Party.

VI. Early Termination

Upon prior written notice to Bank, the Company may elect to terminate the Transaction as of a Trading Day specified by the Company in such written notice (an “Early Termination Date”). In such an event, Bank shall cease any purchases of Common Stock pursuant to this Transaction and, on the third Trading Day immediately following the Early Termination Date, Bank shall (i) deliver to the Company the number of shares of Common Stock, previously acquired, held or accumulated pursuant to Section III(a) of this Letter Agreement (the “Early Settlement Number”), and (ii) pay to the Company the Early Repayment Amount and the Dividend Payment Amount, if any.

VII. Events of Default

The occurrence of any of the following events with respect to a party (which party shall be the “Defaulting Party” and the other party, the “Non-Defaulting Party”) shall be an Event of Default:

(a) The failure to make any payment or any delivery of shares pursuant to the terms of the Letter Agreement.

(b) Any representation or warranty made in this Letter Agreement shall prove to have been false in any material respect at the time it was made, given or reaffirmed.

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(c) The failure to perform or comply in any material respect with any other obligation in this Letter Agreement which failure shall continue for five Trading Days after written notice of such failure has been sent to the Defaulting Party.

(d) (A) The initiation of any case, proceeding or other action (1) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or other relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to have itself adjudicated as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution or composition or other relief under bankruptcy or insolvency law with respect to it or its debts or (2) which seeks appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets; (B) a general assignment for the benefit of its creditors; (C) the initiation of any case, proceeding or other action of a nature referred to in clause (A) hereof which (1) results in the entry of an order for relief or any such adjudication or appointment with respect to the party or any of its assets or (2) is not dismissed, stayed, discharged or bonded for a period of 5 days; (D) the initiation of any case, proceeding or other action seeking issuance of a warrant of attachment, execution, or similar process against all or any substantial part of its assets, which case, proceeding or other action results in the entry of an order for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within 30 days from the entry thereof; (E) a party shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clauses (A) - (D) hereof; or (F) either party shall generally not, or shall admit in writing its inability to, pay its debts as they become due.

(e) The Common Stock ceases to be listed, traded or publicly quoted on the Exchange for any reason and is not immediately re-listed, traded or quoted as of the date of such de-listing, on another U.S. national securities exchange or a U.S. automated interdealer quotation system (“Successor Exchange”); provided that it shall not constitute an Event of Default if the Common Stock is immediately re-listed on a Successor Exchange upon its de-listing from the Exchange, and the Successor Exchange shall be deemed to be the Exchange for all purposes. In addition, in such event, Bank shall make any commercially reasonable adjustments it deems necessary to the terms of the Transaction.

(f) Any consolidation or amalgamation or merger with or into, or any transfer of all or substantially all its assets to another entity by a party, resulting in the creditworthiness of the surviving or transferee entity being materially weaker than that of the party immediately prior to such action.

VIII.   Remedies

(a) Upon the occurrence and the continuance of an Event of Default or a Corporate Event Termination, the Non-Defaulting Party or the Non-Affected Party (as the case may be) in its sole discretion may immediately, upon notice to the Defaulting Party or as applicable the Affected Party (a “Loss Notice”), terminate the Transaction by reducing the number of days in the Pricing Period, notwithstanding any other provision hereof, adjusting any other term hereof, and may sell, liquidate, offset or take any other action with respect to any position established or maintained by it in connection with this Transaction. Following a Loss Notice, the Non-Defaulting Party or the Non-Affected Party (as the case may be) shall act in good faith and in a commercially reasonable manner (and in consultation with the other Party) to determine the amount that such party reasonably in good faith believes to be its total unreimbursed net losses and costs in connection with this Letter Agreement (the “Loss”), which

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may be negative or positive. Such computation shall include any out-of-pocket losses (including but not limited to the difference between the price of Common Stock on the Purchase Date and the average price at which the shares are purchased during the Pricing Period (as such Pricing Period may be amended as a result of the operation of this Section VIII(a)) and loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position. In addition to the foregoing, the Non-Defaulting Party or the Non-Affected Party may include in its determination of its Loss hereunder such losses and costs (or gains) in respect of any payment or delivery required to have been made on or before the relevant termination date.

(b) Upon delivery of a Loss Notice by Bank, Bank shall (i) deliver to the Company the number of shares of Common Stock acquired, held or accumulated by Bank as of the date of such termination pursuant to Section III(a) (the “Default Settlement Number”) and (ii) repay to the Company the Prepayment Amount and Dividend Payment Amount (if any) (A) reduced by the amount expended by Bank to purchase shares of Common Stock and (B) reduced by the amount of such Loss.

(c) Upon delivery of a Loss Notice by Company, Bank shall (i) deliver to the Company a number of shares of Common Stock equal to the Default Settlement Number and (ii) repay to the Company the Prepayment Amount and Dividend Payment Amount (if any) (A) reduced by the product of the Reference Price and the Default Settlement Number and (B) increased by the Discount Per Share and the amount of such Loss.

IX. Other Agreements

(a) The parties acknowledge and agree that this Letter Agreement is not intended to convey to Bank rights against the Company hereunder that are senior to the claims of common stockholders in any U.S. bankruptcy proceedings of the Company; provided, however, that nothing herein shall limit or shall be deemed to limit Bank’s right to pursue remedies in the event of a breach by the Company of its obligations and agreements with respect to this Letter Agreement; and provided further that, in pursuing a claim against the Company in the event of a bankruptcy, insolvency or dissolution with respect to Company, Bank’s rights hereunder shall rank on a parity with the rights of a holder of shares of Common Stock enforcing similar rights under a contract involving shares of Common Stock.

(b) The Company agrees that the material terms of the Transaction (and any other similar transactions), and the consequences of such transactions on the financial condition and results of operations of the Company, will, to the extent and when required, be disclosed by the Company in accordance with all rules, regulations, accounting principles (including Emerging Issues Task Force (“EITF”) Issue No. 00-19) and laws applicable to the Company in its periodic filings under the Exchange Act and its financial statements and notes thereto. Further, the parties acknowledge that the material terms of the Transaction (and any other similar transactions) will, if and to the extent required, be disclosed by the Company in its offering materials to Company stockholders in connection with the Coffee Separation, and further, that this Letter Agreement will, if required, be filed as an exhibit to the Company’s Schedule TO filing with the Securities and Exchange Commission (“SEC”) in connection with the Coffee Separation.

X. Non-confidentiality

Notwithstanding anything to the contrary herein, (i) Bank acknowledges that this Letter Agreement may be intended to produce U.S. federal income tax benefits for the Company and (ii) the Company and Bank hereby agree that (A) the Company is not obligated to

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Bank to keep confidential from any and all persons or otherwise limit the use of any aspect of this Letter Agreement relating to the structure or tax aspects thereof, and (B) Bank does not assert any claim of proprietary ownership in respect of any such aspect of this Letter Agreement.

XI.   Assignment and Transfer

The rights and duties under this Letter Agreement may not be assigned or transferred by either party hereto without the prior written consent of the other party hereto.

XII.   Calculations

To the extent any calculation, adjustment or determination is required to be made by Bank hereunder, Bank shall make any such calculation, adjustment, or determination in good faith.

XIII.   Representations of the Parties

Each party represents to the other party that:

(a) Status. It is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation and, if relevant under such laws, in good standing;

(b) Powers. It has the corporate or other organizational power to execute and deliver this Letter Agreement and to perform its obligations under this Letter Agreement and has taken all necessary action to authorize such execution, delivery and performance;

(c) No Violation or Conflict. Such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets;

(d) Consents. All governmental and other consents that are required to have been obtained by it with respect to this Letter Agreement have been obtained and are in full force and effect and all conditions of any such consents have been complied with;

(e) Obligations Binding. Its obligations under this Letter Agreement constitute its legal, valid and binding obligations, enforceable in accordance with its respective terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law); and

(f) Absence of Certain Events. No Event of Default (as defined in this Letter Agreement) or event that, with the giving of notice or the passage of time or both, would constitute an Event of Default has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Letter Agreement.

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XIV.   Representations of the Company

The Company hereby represents on the date hereof and on the Purchase Date that:

(a) its financial condition is such that it has no need for liquidity with respect to its investment in the transactions contemplated by this Letter Agreement and no need to dispose of any portion thereof to satisfy any existing or contemplated undertaking or indebtedness. Its investments in and liabilities in respect of such transactions, which it understands are not readily marketable, is not disproportionate to its net worth, and it is able to bear any loss in connection with such transactions, including the loss of its entire investment in such transactions;

(b) it understands that no obligations of Bank to it hereunder will be entitled to the benefit of deposit insurance and that such obligations will not be guaranteed by any affiliate of Bank or any governmental agency;

(c) each of its filings under the Securities Act, the Exchange Act, or other applicable securities laws that are required to be filed by it have been filed and that, as of the respective dates thereof, there is no misstatement of material fact contained therein or omission of a material fact required to be stated therein or necessary to make the statements therein not misleading;

(d) it is not entering into this Letter Agreement on the basis of, and is not aware of, any material non-public information with respect to the Common Stock or in anticipation of, in connection with, or to facilitate, a distribution of its securities, a self tender offer or a third-party tender offer;

(e) it is entering into this Letter Agreement in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 under the Exchange Act, and it acknowledges that Rule 10b5-1 does not permit it to (i) exercise any influence over how, when or whether Bank effects purchases of Common Stock or (ii) alter or deviate from the plan contemplated by this Letter Agreement or to change the amount of Common Stock, price or timing of purchase contemplated hereunder;

(f) it is not entering into this Letter Agreement to create actual or apparent trading activity in the Common Stock (or any security convertible into or exchangeable for Common Stock), and, as a result of entering into this Letter Agreement and performance of its obligations hereunder, it has not and will not violate any applicable law, rule or regulation (including, without limitation, the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder) in connection with the Transaction;

(g) the Transactions and any repurchase of Common Stock by the Company in connection with the Transaction are pursuant to a publicly announced share repurchase program that has been approved by its Board of Directors and any such repurchase has been or will, to the extent and when so required, be publicly disclosed in its periodic filings under the Exchange Act and its financial statements and notes thereto;

(h) it acknowledges that the amount paid by the Company to Bank under the Transaction may differ from the actual price paid by Bank for any shares of Common Stock comprising the Settlement Number;

(i) it will not consolidate or merge with or into any person unless the surviving person is the Company or another person formed under the laws of a State of the United States of America and assumes or is responsible, by operation of law, for all obligations of the Company hereunder;

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(j) the Company is not on the date hereof engaged in a distribution, as such term is used in Regulation M under the Exchange Act, of shares of Common Stock or a reference security that would preclude purchases by Bank of the Common Stock or cause Bank to violate any law, rule or regulation with respect to such purchases;

(k) other than with respect to the Coffee Separation, there has not been any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to the Company that would fall within the scope of Rule 10b-18(a)(13)(iv) and, if at any time, the Company makes, or has made, any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to the Company (other than any such transaction in which the consideration consists solely of cash and there is no valuation period, or as to which the completion of such transaction or the completion of the vote by target shareholders has occurred), then the Company shall (i) notify Bank prior to the opening of trading in the Common Stock on any day on which the Company makes or has made any such public announcement, and (ii) notify Bank promptly following any such announcement that such announcement has been made;

(l) it is not relying, and has not relied upon, Bank with respect to the legal, accounting, tax or other implications of this Letter Agreement and that it has conducted its own analyses of the legal, accounting, tax and other implications of this Letter Agreement; and

(m) it understands and acknowledges that Bank and its affiliates may from time to time effect transactions for their own account or the account of customers and hold positions in securities or options on securities of the Company and that Bank and its affiliates may continue to conduct such transactions during the Pricing Period.

XV.   Representations, Warranties and Covenants of Bank

Bank hereby represents on the date hereof:

(a) it is not entering into this Letter Agreement to create actual or apparent trading activity in the Common Stock (or any security convertible into or exchangeable for Common Stock), and, as a result of entering into this Letter Agreement and performance of its obligations hereunder, it has not and will not directly violate any applicable law, rule or regulation (including, without limitation, the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder);

(b) it and its affiliates have implemented reasonable policies and procedures, taking into consideration the nature of the business, to ensure that individuals making investment decisions with respect to Common Stock pursuant to this Letter Agreement would not violate laws prohibiting trading on the basis of material nonpublic information;

(c) it shall pay all expenses relating to the transfer of the shares of Common Stock constituting the Settlement Number, including but not limited to any stamp duty, stock exchange tax or local tax, settled through DTC, and it shall cause delivery of any such shares on a delivery versus payment basis; and

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(d) it will convey, and, on any date that it delivers shares of Common Stock constituting the Settlement Number, represents that it has conveyed good title to the shares it is required to deliver, free from (i) any lien, charge, claim or other encumbrance (other than a lien routinely imposed on all securities by DTC) and any other restrictions whatsoever (excluding any restrictions under the Securities Act) (ii) any and all restrictions that any sale, assignment or other transfer of such shares be consented to or approved by any person or entity, including without limitation, the Company or any other obligor thereon, (iii) any limitations on the type or status, financial or otherwise, of any purchaser, pledgee, assignee or transferee of such shares, and (iv) any requirement of the delivery of any certificate, approval, consent, agreement, opinion of counsel, notice or any other document of any person or entity to the Company, any other obligor on or any registrar or transfer agent for, such shares, prior to the sale, pledge, assignment or other transfer of such shares. Bank also represents that the shares of Common Stock constituting the Settlement Number shall be properly in book-entry form.

XVI.   Miscellaneous

(a) No Collateral. Notwithstanding any provision of this Letter Agreement, or any other agreement between the parties, to the contrary, the obligations of the Company under this Letter Agreement are not secured by any collateral.

(b) Waiver of Trial by Jury. EACH OF THE COMPANY AND BANK HEREBY IRREVOCABLY WAIVES (ON ITS OWN BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS STOCKHOLDERS) ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR THE ACTIONS OF BANK OR ITS AFFILIATES IN THE NEGOTIATION, PERFORMANCE OR ENFORCEMENT HEREOF.

(c) Governing Law. THIS LETTER AGREEMENT SHALL BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE CHOICE OF LAW RULES THEREOF.

(d) Submission to Jurisdiction. THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK IN CONNECTION WITH ALL MATTERS RELATING HERETO AND WAIVE ANY OBJECTION TO THE LAYING OF VENUE IN, AND ANY CLAIM OF INCONVENIENT FORUM WITH RESPECT TO, THESE COURTS.

XVII.   Notices

Unless otherwise specified, notices under this Letter Agreement may be made by telephone, to be confirmed in writing to the address below. Changes to the Notices must be made in writing.

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(a)    If to the Company:

The Procter & Gamble Company

Shrimati Damal V, Associate Director, Capital Markets

1 Procter & Gamble Plaza, C10-113

Cincinnati, Ohio 45202

Telephone: (513) 983-9102

Telephone: (513) 983-4072

(b)    If to Bank:

Citigroup Global Markets Inc.

390 Greenwich Street

New York, NY 10013

Attn: Equity Derivatives

Telephone: (212) 723-7362

Telephone: (212) 723-8328

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Please confirm your agreement to the foregoing by signing and returning to us the enclosed duplicate of this Letter Agreement.

Very truly yours,
CITIGROUP GLOBAL MARKET INC.
By:	/s/ Herman Hirsch
Name:	Herman Hirsch
Authorized Representative

Acknowledged and agreed to as of the date first above written,
THE PROCTER & GAMBLE COMPANY
By:	/s/ J. D. Gerstle
Name:
Title:

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