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PROCTER & GAMBLE Co Director's Dealing 2010

May 19, 2010

29757_dirs_2010-05-19_25aa9052-4f46-45cb-8728-b6fab6e90ebc.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: Brown Bruce (Chief Technology Officer)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2010-05-17 Restricted Stock Units $ A 9.335 Acquired Common Stock (9.335) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 12585.93 Direct
Common Stock 24189.4053 Indirect
Common Stock 30 Indirect

Footnotes

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

F2: Balance as of 3/31/10.

F3: 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.

F4: 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.