Exhibit 10-10 - 10-Q JAS 2006


    
      
        

          


          COMMERCIAL
            PAPER ISSUING AND PAYING AGENT

          AGREEMENT

          


          Agreement,
            dated as of October 23, 2006, between Citibank, N.A., a national banking
            association, having an office at 388 Greenwich Street, New York, New
            York 10013
            (“Citibank”) and Procter & Gamble International Funding S.C.A., a
société
            en commandite par actions
            organized under the laws of the Grand Duchy of Luxembourg, having a registered
            office at 5 rue Eugène Ruppert, L-2453 Luxembourg, RCS Luxembourg B 114 825 (the
“Issuer”) and The Procter & Gamble Company, a corporation organized under
            the laws of the State of Ohio, having an office at One Procter & Gamble
            Plaza, Cincinnati, Ohio 45202 (the “Guarantor”).

          


          


          WITNESSETH:

          


          THAT
            WHEREAS,
            the
            Issuer and the Guarantor wish to appoint Citibank as their agent in connection
            with the issuance and payment of certain short-term promissory notes
            of the
            Issuer described below and Citibank wishes to accept such appointment,
            each on
            the terms and conditions set forth herein; 

          


          NOW,
            THEREFORE,
            in
            consideration of the premises and of the agreements hereinafter set forth,
            the
            parties hereby agree as follows:

          


          


          Section
            1. Appointment
            and Acceptance

          The
            Issuer and the Guarantor hereby appoint Citibank as their agent in connection
            with the issuance and payment of certain Notes (as defined below) of
            the Issuer,
            and Citibank agrees to act as such upon the terms and conditions set
            forth in
            this Agreement. 

          


          


          Section
            2. Form
            of Notes

          The
            short-term promissory notes to be issued by the Issuer and guaranteed
            by the
            Guarantor hereunder shall mean promissory notes of the Issuer, offered
            for sale
            in a transaction which is exempt from registration under Section 4(2)
            of the
            Securities Act of 1933, as amended (the “1933 Act), and having maturities of 397
            days or less and will be book-entry notes only represented by a master
            note
            issued with a restrictive legend and executed by the Issuer and the Guarantor
            in
            connection with the book-entry commercial paper program of The Depository
            Trust
            Issuer (“DTC”) or other depository (book-entry notes herein called the “Notes”
and individually a “Note”).

          


          Section
            3. Issuance
            of Notes; Authorized Agents

          
            	 	
                    (A)

                  	
                    Pursuant
                      to the Citi Direct for Securities On Line User Agreement (the
                      “Agreement”) with
                      Citibank, Citibank will accept issuance and payment instructions
                      for the
                      Notes through Citi Direct for Securities-Issuing and Paying
                      Agent North
                      America (“CIPANA”) from certain officers and employees of the Issuer, the
                      Guarantor, dealers, or others authorized by the Issuer or the
                      Guarantor to
                      access CIPANA (the “Authorized Agents”). Upon receipt of such
                      instructions, the following will occur:


                  


          

          


          


          
            	 	 	 	
                    If
                      an Authorized Agent specifies that a Note shall be issued in
                      book-entry
                      form represented by a master note, the Authorized Agent shall
                      transmit its
                      instructions through CIPANA in accordance with the standard
                      prevailing
                      book-entry Note program procedures of the DTC. The release
                      by an
                      Authorized Agent of the issuance instructions to the DTC shall
                      consititute
                      the issuance of a book-entry Note.

                  


          

          


          (B)  
The
            Authorized Agents shall not instruct Citibank to issue any Note with
            a maturity
            date which is (i) greater than the tenor allowable under the applicable
            law or
            (ii) a day on which Citibank’s or, the appropriate depository’s offices in New
            York, New York are not open for business. If applicable under this Agreement,
            Commercial Paper Notes (“CPNs”) shall have maturities of 397 days or
            less.

          


          


          
            	 	
                    (C)

                  	
                    The
                      Issuer, the Guarantor or in the case of their dealers, the
                      dealer, will
                      supply Citibank with an incumbency certificate listing the
                      names of the
                      Authorized Agents together with specimens of their signatures.
                      Until
                      Citibank receives a subsequent incumbency certificate from
                      the Issuer or
                      the dealer, as the case may be, Citibank shall be entitled
                      to rely on the
                      last such certificate delivered to it for purposes of determining
                      the
                      Authorized Agents.

                  


          

          


          


          Section
            4. Delivery
            of Notes and Payment for Note

           

          
            	 	
                    (A)

                  	
                    All
                      Notes shall be delivered in accordance with DTC
                      rules.

                  


          

          


          
            	 	
                    (B)

                  	
                    All
                      funds to be used in payment for Notes are to be credited to
                      the Issuer’s
                      account number 40804505 at Citibank (the “Issuer’s Account”). This account
                      may be changed upon written instruction from the Issuer or
                      the Guarantor,
                      accepted by Citibank.

                  


          

          


          


          Section
            5. Payment
            of Notes at Maturity

          Citibank
            agrees to effect payment on the Issuer’s or Guarantor’s behalf by debiting the
            Issuer’s Account in the amount of the face value amount of such Note, plus
            interest, if applicable, and to enter appropriate notations of payment.
            The
            Issuer and the Guarantor agree to maintain a sufficient credit balance
            in said
            account to pay each Note at maturity.

          


          The
            Issuer and the Guarantor acknowledge that nothing in this Agreement shall
            obligate Citibank to extend credit, grant financial accommodation, or
            otherwise
            advance funds to the Issuer or the Guarantor for the purpose of making
            any such
            payments or part thereof or otherwise effecting such transactions.

          


          


          


          Section
            6. Instructions


          
            	 	
                    (A)

                  	
                    The
                      Issuer and the Guarantor understand that all instructions,
                      whether in
                      telephone or in writing, are to be directed to Citibank’s Agency and Trust
                      Department. Notwithstanding the foregoing, any instructions
                      initially
                      provided by the Issuer or the Guarantor via telephone shall
                      be followed
                      immediately by written instructions. Instructions transmitted
                      through
                      computer terminals (including CIPANA) or by facsimile shall
                      be considered
                      written instructions for the purpose of this
                      Agreement.

                  


          

          


          
            	 	
                    (B)

                  	
                    All
                      instructions with respect to the issuance of Notes must be
                      given via
                      computer terminal (including CIPANA) by 1:00 p.m. New York
                      time.

                  


          

          


          
            	 	
                    (C)

                  	
                    Prepayment
                      instructions and cancellations of a previous issuance instruction
                      will be
                      accepted for book-entry issuances from an Authorized Agent
                      if received by
                      Citibank by 2:00 p.m. and, in the case of facsimile instructions,
                      only
                      after a confirming telephone call back to another Authorized
                      Agent of the
                      entity which gave the instruction. Regarding CPNs, notice that
                      the Issuer
                      will not redeem any Notes on the relevant Initial Redemption
                      Date (“as
                      defined in the applicable Commercial Paper Note Announcement”) must be
                      received in writing by Citibank by 11:00 a.m., New York time,
                      on such
                      Initial Redemption Date.

                  


          

           

          
            	 	
                    (D)

                  	
                    If
                      Citibank acts on any instruction sent or purported to be sent
                      by an
                      Authorized Agent, Citibank shall not, provided it complies
                      with this
                      Section 6, be responsible if that instruction is not an authorized
                      instruction of the Issuer or the Guarantor or is not in the
                      form the
                      Issuer or Guarantor sent or intended to send (whether due to
                      fraud,
                      distortion or otherwise) and the Issuer and Guarantor shall
                      jointly and
                      severally indemnify Citibank against any loss, liability claim
                      or expense
                      (including reasonable legal fees) it may incur in connection
                      with its
                      acting in accordance with that
                      instruction.

                  


          

          


          


          


          Section
            7.  Representations
            and Warranties of the Issuer and the Guarantor

           

          (A)
             The
            Issuer represents and warrants as follows:

           

          
            	 	
                    (i)

                  	
                    The
                      Issuer is a duly organized and validly existing société
                      en commandite par actions under
                      the laws of the Grand Duchy of Luxembourg and has the power
                      and authority
                      to own its property, to carry on its business as presently
                      being
                      conducted, to execute and deliver this Agreement and the Notes,
                      and to
                      perform and observe the conditions hereof and
                      thereof.

                  


          

           

          
            	 	
                    (ii)

                  	
                    This
                      Agreement has been duly and validly authorized, executed and
                      delivered by
                      the Issuer and constitutes the legal, valid and binding agreement
                      of the
                      Issuer. The issuance and sale of Notes by the Issuer hereunder
                      have been
                      duly and validly authorized by the Issuer and when delivered
                      by Citibank
                      as provided in this Agreement, each Note will be the legal,
                      valid and
                      binding obligation of the Issuer. 

                  


          

           

          
            	 	
                    (iii)

                  	
                    The
                      offer and sale by the Issuer of such Notes will constitute
                      exempt
                      transactions under Section 4(2) of the 1933 Act and, accordingly,
                      registration of the Notes under the 1933 Act will not be required.
                      Qualification of an indenture with respect to the Notes under
                      the Trust
                      Indenture Act of 1939, as amended, will not be required in
                      connection with
                      the offer, issuance, sale or delivery of the
                      Notes.

                  


          

          


          
            	 	
                    (iv)

                  	
                    Other
                      than filing with the Securities and Exchange Commission (the
“SEC”) a
                      notice on Form D in accordance with Rule 503 under the 1933
                      Act, if
                      necessary, no consent or action of, or filing or registration
                      with, any
                      governmental or public regulatory body or authority in the
                      United States
                      is required to authorize, or is otherwise required in connection
                      with, the
                      execution, delivery or performance of this Agreement or the
                      Notes.

                  


          

          


           

          (B)  The
            Guarantor represents and warrants as follows:

           

          
            	 	
                    (i)

                  	
                    The
                      Guarantor is a duly organized and validly existing corporation
                      in good
                      standing under the laws of the State of Ohio and has the corporate
                      power
                      and authority to own its property, to carry on its business
                      as presently
                      being conducted, to execute and deliver this Agreement and
                      its guarantee
                      of the Notes, and to perform and observe the conditions hereof
                      and
                      thereof.

                  


          

           

          
            	 	
                    (ii)

                  	This Agreement has been duly and validly authorized, executed
                    and
                    delivered by the Guarantor and constitutes the legal, valid and
                    binding
                    agreement of the Guarantor. The guarantee of each Note issued
                    and
                    distributed pursuant to this Agreement shall constitute legal,
                    valid and
                    binding obligation of the Guarantor.


          

           

          
            	 	
                    (iii)

                  	
                    The
                      guarantee and issuance of such Notes will constitute exempt
                      transactions
                      under Section 4(2) of the 1933 Act and, accordingly, registration
                      of the
                      Notes under the 1933 Act will not be required. Qualification
                      of an
                      indenture with respect to the guarantee of and the issuance
                      of the Notes
                      under the Trust Indenture Act of 1939, as amended, will not
                      be required in
                      connection with the offer, issuance, sale or delivery of the
                      Notes.
                      

                  


          

          


           

          
            	 	
                    (iv)

                  	
                    Other
                      than filing with the SEC a notice on Form D in accordance with
                      Rule 503
                      under the 1933 Act, if necessary, no consent or action of,
                      or filing or
                      registration with, any governmental or public regulatory body
                      or authority
                      in the United States is required to authorize, or is otherwise
                      required in
                      connection with, the execution, delivery or performance of
                      this Agreement
                      or the guarantee of the Notes.

                  


          

           

          (C)    Each
            issuance of Notes by the Issuer and guarantee of such Notes by the Guarantor
            shall be deemed a representation and warranty by the Issuer and the Guarantor
            to
            Citibank, as of the date thereof, that, both before and after giving
            effect to
            such issuance the representations and warranties of the Issuer and the
            Guarantor
            set forth in Section 7(A) hereof remain true and correct on and as of
            such date
            as if made on and as of such date (except to the extent such representations
            and
            warranties expressly relate solely to an earlier date).  

          


          


          Section
            8. Governing
            Law and Jurisdiction

          This
            Agreement shall be governed by and construed in accordance with the laws
            of the
            State of New York. Any claims made under this Agreement shall be heard
            and
            determined in the Federal or state courts located in the State of New
            York. EACH
            OF CITIBANK, THE ISSUER AND THE GUARANTOR WAIVES ITS RIGHT TO TRIAL BY
            JURY IN
            ANY SUIT, ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR THE
            TRANSACTIONS CONTEMPLATED HEREBY.

          
 

          Section
            9. Fees

          The
            Issuer and the Guarantor agree to pay the fees and expenses for the services
            rendered under this Agreement, as set forth in writing from time to time,
            between the Issuer, the Guarantor and Citibank. The Issuer and the Guarantor
            will be provided thirty (30) days advance notice of any prospective increase
            in
            fees. 

          


          


          Section
            10. Indemnification

          The
            Issuer and the Guarantor agree to jointly and severally indemnify Citibank
            and
            its affiliates, their respective directors, officers, employees, and
            agents, and
            any successor thereto (each such person being an “Indemnified Person”) from and
            against any and all losses, claims, damages and liabilities, joint or
            several,
            to which such Indemnified Person may become subject under any applicable
            federal
            or state law, or otherwise, related to or arising out of any matter or
            transaction contemplated by this Agreement and the Citi Direct for Securities
            On
            Line User Agreement, and to the performance by Citibank of the services
            contemplated by this Agreement and shall promptly reimburse any Indemnified
            Person for all expenses (including, but not limited to, fees and disbursements
            of internal and external counsel), as they are incurred, in connection
            with the
            investigation of, preparation for or defense of any pending or threatened
            claim
            or any action or proceeding arising therefrom, whether or not such Indemnified
            Person is a party, provided,
            however,
            that
            the Issuer and the Guarantor shall not be liable in any such case to
            the extent
            such loss, claim, damage or liability is finally judicially determined
            to have
            resulted from an Indemnified Person’s gross negligence or willful misconduct.


          


          


          Section
            11. Assignment

          This
            Agreement shall not be assignable by either party without the written
            consent of
            the other and any purported assignment made in contravention of this
            Section 11,
            shall be null and void and of no effect whatsoever. However, Citibank
            shall have
            the right to assign, transfer, or subcontract either in whole or in part,
            any of
            its rights or obligations under this Agreement to any affiliate of Citibank,
            upon at least 30 days prior written notice to the Issuer. 

          


          


          Section
            12. Force
            Majeure

          Either
            party is excused from performance and shall not be liable for any delay
            in
            delivery or for nondelivery, in whole or in part, caused by the occurrence
            of
            any contingency beyond the control of the party including, but not limited
            to,
            fires, civil disobedience, riots, rebellions, accident, explosion, flood,
            storm,
            Acts of God and similar occurrences.

          


          


          Section
            13. Termination

          This
            Agreement may be terminated by either party upon 30 days prior written
            notice to
            the other. Termination of this Agreement shall not affect the Issuer’s or the
            Guarantor’s liabilities to Citibank hereunder in connection with any Notes
            issued prior to such termination. Citibank shall have a continuing obligation
            to
            act on behalf of the Issuer and the Guarantor in accordance with the
            terms and
            conditions of this Agreement with respect to Notes outstanding, as of
            the
            termination date, until such Notes have matured and been paid by the
            Issuer or
            Guarantor, but shall have no obligation with respect to the issuance
            of Notes
            after such termination date.

           

          


          Section
            14. Complete
            Agreement; Counterparts.

          This
            Agreement, together with the Schedules attached hereto, constitutes the
            entire
            Agreement between the parties with respect to the subject matter hereof
            and
            supersedes in all respects all prior proposals, negotiations, conversations,
            discussions and agreements between the parties concerning the subject
            matter
            hereof. This Agreement may be executed in counterparts, each of which
            shall be
            deemed an original, but all of which shall constitute one and the same
            instrument. 


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          


          


          IN
            WITNESS WHEREOF,
            the
            parties hereto, through their duly authorized officers, have executed
            this
            Agreement as of the day and year set forth above.

          


          


          PROCTER
            & GAMBLE                      CITIBANK,
            NA.

          INTERNATIONAL
            FUNDING S.C.A.,

          as
            Issuer

           

          By: 
            ___________________________            By:
            __________________________

           

          Name:
            _________________________            Name:
            ________________________ 

                          
            (print)                                                                              
(print)

          Title:
            ___________________________            Title:
            _________________________

          


          


          Date:
            ___________________________            Date:
            ________________________


           

           

          THE
            PROCTER & GAMBLE  

          COMPANY,

          as
            Guarantor

           

          


          


          By:
            _____________________________

          


          


          Name:
            ___________________________

          (print)      

          Title:
            _____________________________

          


          


          Date:
            _____________________________