Separation Agreement and Release – Procter & Gamble Co.

Employment Separation Date:

Your last day of employment will be [Separation Date], referred to as your
“Employment Separation Date.” Unless otherwise noted below, your pay and
benefits will cease as of your Employment Separation Date.

Vacation:

Regardless of whether you accept this Agreement, you will receive a lump sum
payment for any accrued but unused vacation as of your Employment Separation
Date, which sum will be paid to you in accordance with Company policy and
applicable laws. You will not accrue any additional vacation following your
Employment Separation Date.

Separation Payment:

As soon as practical after your Employment Separation Date, P&G will
provide you with a Separation Payment of [$Total amount], less legally required
withholdings and deductions.

Amounts you owe to P&G as of your Employment Separation Date, including,
but not limited to, wage and/or benefit overpayments and unpaid loans, will also
be deducted from the Separation Payment.

Medical Benefits:

Your employee Medical and Dental Insurance (including prescription drug and
EAP programs) and Basic Group Life insurance coverage will continue until the
earlier of: (i) [Benefits end date], or (ii) the date on which you become
eligible to participate in another employer’s plans.

Thereafter you may elect to receive insurance continuation as provided under
federal law (COBRA); and if you elect COBRA, you will be responsible for the
entirety of the insurance premium(s), as provided under state and federal law.
If you were eligible for retiree coverage on your Employment Separation
Date, your Basic Group Life Insurance will convert to Retiree Group Life
Insurance, and you will be eligible to enroll in P&G’s retiree health
insurance program. Prior to the expiration of your employee coverage, you should
contact the Employee Service Center for retiree enrollment information.

While you participate in any of P&G’s employee benefit plans, regardless
of whether your participation is before or after your Employment Separation
Date, your coverage under such plans is subject to the terms and conditions of
those plans, which may change from time to time. For example, plans may require
that you enroll in Medicare to be eligible for coverage. After your Employment
Separation Date, you will no longer be an active P&G employee, which may
affect your coverage under those plans. For more information on how not being an
active P&G employee may affect your coverage, please refer to and review the
summary plan descriptions for each plan.

Important Note: If you become employed by a direct
competitor of P&G (as determined by P&G’s Global Human Resources
Officer) in any capacity, your continuation coverage for Medical Benefits under
the terms of this Agreement will terminate immediately. Further, as long as you
are employed by a direct competitor of P&G, you will not be eligible for
coverage under P&G’s retiree health insurance coverage.

Outplacement Services:

P&G’s outplacement supplier, Right Management Consultants, will provide
services to assist you in managing your transition to a new future, based on
your interest. Services include pre-decision counseling, career transition
programs, and job development opportunities. Right Management Consultants will
also assist you in preparing for your job search, including r sum preparation,
cover letters, other written materials and interview and networking training.

After accepting this Agreement and obtaining your manager’s approval, you
may begin utilizing outplacement services on a limited basis prior to
your Employment Separation Date, consistent with the needs of the business and
your responsibilities to complete and/or transition your work. Note that you
must begin utilizing outplacement services no later than 45 days after
your Employment Separation Date to be eligible for this benefit.

Retraining:

P&G may reimburse you a maximum of $5,000 for the cost of tuition,
registration and laboratory fees for courses taken at accredited colleges and
universities, or at 2-year colleges, high school, trade or vocational schools
approved by appropriate accrediting boards. Correspondence courses which result
in credit towards diplomas, degrees, etc. may be acceptable if offered by
eligible non-profit institutions.

You must have courses approved in advance and submit proof of payment
of covered fees and proof (such as a transcript) that the courses were completed
successfully. Courses will only be approved if they clearly lead or contribute
to future income-producing opportunities. Courses that are recreational in
nature, such as golf lessons, will not be approved.

All retraining must be completed within 24 months of your Employment
Separation Date. The retraining reimbursement benefit is administered by
Right Management Consultants.

Termination of Benefits:

Except as provided above, your eligibility to participate in Company medical,
dental, life insurance, disability, and other benefit plans will end following
your Employment Separation Date. Your rights and entitlements under the P&G
Profit Sharing and Employee Stock Ownership Plan, other retirement plans, the
P&G Stock and Incentive Compensation Plan, and other compensation plans will
be determined in accordance with the terms of those plans. This Agreement does
not alter the rights and obligations that you may have under the Procter &
Gamble 2009 Stock and Incentive Compensation Plan, the Procter & Gamble 2001
Stock and Incentive Plan, and the Gillette Company 2004 Long-Term Incentive
Plan.

Continued Employment Through Your Employment Separation Date:

You agree to perform your work and responsibilities as an employee in a
satisfactory manner up to and including your Employment Separation Date. If you
do not do so, or if you engage in serious misconduct during your employment, you
understand and agree that P&G will not provide, nor will it be obligated to
provide, you with the Separation Payment, medical benefits, outplacement,
retraining and other benefits described above. If you have already received any
such pay or benefits, you agree to repay them to P&G upon demand.

Release of Claims – Including Age Discrimination and Employment
Claims:

In consideration of the Separation Payment and other benefits provided above
to which you would not have been entitled under any existing P&G policy, you
release P&G from any and all claims you have against P&G. The term
“P&G” includes [Correct P&G Entity] and any of its present, former and
future owners, parents, affiliates and subsidiaries, and its and their
directors, officers, shareholders, employees, agents, servants, representatives,
predecessors, successors and assigns.

This release applies to claims about which you now know or may later
discover, and includes but is not limited to: (1) claims arising under the Age
Discrimination in Employment Act, 29 U.S.C. § 621, et seq.; (2) claims
arising out of or relating in any way to your employment with P&G or the
conclusion of that employment; and (3) claims arising under any federal, state
and local employment discrimination laws, regulations or ordinances or other
orders that regulate the employment relationship and/or employee benefits. This
release does not apply to claims that may arise after the date you accept this
Agreement or that may not be released under applicable law.

Nothing in this Agreement is a waiver of your right to file any charge or
complaint with administrative agencies such as the United States Equal
Employment Opportunity Commission (hereafter, “Excepted Charge”). However, this
exception does not limit the scope of your waiver and release in the paragraphs
above, and you waive any right to recover damages or obtain individual relief
that might otherwise result from the filing of any Excepted Charge.

Confidential, Proprietary, Trade Secret Information & Period of
Non-Competition:

You agree that you will not use or share any confidential, proprietary or
trade secret information about any aspect of P&G’s business with any
non-P&G employee or business entity at any time in the future.

You understand and agree that, unless you have prior written consent from
P&G, you will not engage in any activity or provide any services for a
period of three (3) years following your Employment Separation Date in
connection with the manufacture, development, advertising, promotion or sale of
any product which is the same as, similar to, or competitive with any products
of P&G or its subsidiaries (including both existing products as well as
products in development which are known to you, as a consequence of your
employment with P&G):

1. With respect to which your work has been directly concerned at any time
during the two (2) years preceding your Employment Separation Date; or

2. With respect to which during that period of time you, as a consequence of
your job performance and duties, acquired knowledge of trade secrets or other
confidential information of P&G.

For the purposes of this section, it shall be conclusively presumed that you
have knowledge or information to which you were directly exposed through the
actual receipt of memos or documents containing such information or through
actual attendance at meetings at which such information was discussed or
disclosed.

The provisions of this section are not in lieu of, but are in addition to,
your continuing obligation to not use or disclose P&G’s trade secrets and
confidential information known to you until any particular trade secret or
confidential information becomes generally known (through no fault of yours).
Information regarding products in development, in test market or being marketed
or promoted in a discrete geographic region, which information P&G is
considering for a broader use, shall not be deemed generally known until such
broader use is actually commercially implemented.

If any restriction in this section is found by any court of competent
jurisdiction or arbitrator to be unenforceable because it extends for too long a
period of time or over too great a range of activities or in too broad a
geographic area, it will be modified and interpreted to extend only over the
maximum period of time, range of activities or geographic area so that it may be
enforceable.

Non-Disparaging Remarks:

You agree that you will not make disparaging or defamatory remarks about
P&G, its employees or officers, or its or their products, services,
practices (including personnel practices) or conduct, provided, however, that
you may give truthful testimony about such matters if properly subpoenaed to do
so.

Assignment of Intellectual Property:

You will promptly and fully disclose, transfer and assign to P&G all
inventions and any other intellectual property (collectively “Intellectual
Property”) made or conceived by you during your employment with P&G. You
agree to fully cooperate in executing any papers required for establishing or
protecting the Intellectual Property and for establishing P&G’s ownership,
even if such cooperation is necessary after your Employment Separation Date.

Return of P&G Property:

You agree that on or before your Employment Separation Date, you will return
to P&G in good condition all of its equipment, materials and information
that were in your possession, custody or control (including, but not limited to,
computers, files, documents, credit cards, keys and identification badges). You
further agree that you will provide your manager with all passwords to P&G
electronic communication and data systems before your Employment Separation
Date.

Injury Reporting:

You agree that you have reported to Health Services all job-related illnesses
and injuries that you experienced during your employment.

Agreement to Arbitrate Disputes:

Resolving any future differences we may have in the courts can take a long
time and be expensive. You and P&G therefore agree that the only remedy for
all disputes that are not released by this Agreement or that arise out of your
employment with or separation from P&G, or any aspect of this Agreement,
will be to submit any such disputes (with the exception noted at the end of this
section) to final and binding arbitration in accordance with the National Rules
for Resolution of Employment Disputes of the American Arbitration Association
then in effect.

You and P&G agree that the aggrieved party must send written notice of
any claim to the other party by certified mail, return receipt requested.
Written notice for P&G will be sent to: Secretary, One Procter & Gamble
Plaza, Cincinnati, OH 45202, and to you at the most current address shown for
you in P&G’s records. The arbitrator will apply the law of the state in
which the claim arose, or federal law, or both, as applicable to the claim(s)
asserted. At your written request, P&G will reimburse you for all fees and
costs charged by the American Arbitration Association and its arbitrator to the
extent they exceed the applicable fees and costs that would have been charged by
a court of competent jurisdiction had your claim been filed in court.

There is one exception to this section. P&G may seek injunctive relief in
any court of competent jurisdiction if it has reason to believe that you have
violated or are about to violate the terms of the “Confidential, Proprietary,
Trade Secret Information & Period of Non-Competition” section above.

Severability:

If any court of competent jurisdiction or arbitrator should later find that
any portion of this Agreement is invalid, that invalidity will not affect the
enforceability of any other portion of this Agreement. However, if the “Release
of Claims” is deemed void or unenforceable, the entire Agreement shall be
voidable at P&G’s option.

Employment References:

You understand that P&G’s historical policy is to not provide employment
references to prospective employers. However, P&G is willing to waive that
policy in your case on the following basis: You authorize your manager or human
resources representative to provide an employment reference upon written or
verbal request. In return, you release and will not bring, be a party to, or
assist in any legal action, charge, or claim of any kind against P&G based
upon that employment reference (or lack thereof). You agree that you will refer
all reference inquiries to your manager or human resources representative only.
You further understand that all disputes regarding employment references or the
lack thereof must be resolved through the arbitration process described above.

No Reliance:

In deciding to accept this Agreement, you agree that you have not relied upon
any statements or promises by P&G, its managers, agents or employees, other
than those set forth in this Agreement. No other promises or agreements
concerning the matters described in this Agreement shall be binding unless in a
subsequent document signed by these parties.

Your Attorney:

You acknowledge that you have been and hereby are advised to consult with
legal counsel before accepting this Agreement and have either done so or have
voluntarily declined to do so.

Timing for Acceptance or Revocation:

You have forty-five (45) calendar days in which to consider this Agreement,
and if you choose, to accept it by indicating your acceptance in P&G’s
electronic system. Further, you may within seven (7) calendar days following the
date you accept this Agreement, cancel and terminate it by giving written notice
of your intentions to P&G, and by returning to P&G any remuneration or
benefits you have received or which P&G has paid under this Agreement.