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PROCTER & GAMBLE Co Director's Dealing 2010

May 19, 2010

29757_dirs_2010-05-19_3412c75a-2aff-476a-8576-965b40b2c4ab.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE CO (PG)
CIK: 0000080424
Period of Report: 2010-05-17

Reporting Person: Nagrath Moheet (Global Human Resources Officer)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2010-05-17 Restricted Stock Units $ A 15.228 Acquired Common Stock (15.228) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 23681.922 Direct
Common Stock 60 Indirect
Common Stock 6888.7308 Indirect

Footnotes

F1: Total includes grant of dividend equivalents on 5/17/10 in the form of RSUs settled in common stock.

F2: By M. Nagrath Revocable Trust dated 5/17/2000.

F3: Balance as of 3/31/10.

F4: Dividend equivalents in the form of RSUs for Retirement Restricted Stock Units previously awarded pursuant to Issuer's retirement program. All such RSUs represent a contingent right to receive Procter & Gamble common stock or cash settlement.

F5: These units will deliver in shares or cash settlement on retirement from the company, unless delivery is deferred or such shares are contributed to reporting person's deferred compensation account.