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PROCTER & GAMBLE Co Director's Dealing 2010

May 19, 2010

29757_dirs_2010-05-19_b3d49f40-ebff-4bb4-a9bd-24ca24062a0a.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: 2009-08-11

Reporting Person: HARRISON R KEITH (Global Product Supply Officer)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2009-08-11 Harrison Family Investment Company P 7 $53.40 Acquired 7 Indirect
2009-08-25 Harrison Family Investment Company P 44 $51.93 Acquired 51 Indirect
2010-05-10 Harrison Family Investment Company S 12 $62.42 Disposed 39 Indirect
2010-05-18 Harrison Family Investment Company S 39 $63.21 Disposed 0 Indirect
2010-05-17 Common Stock F 18 $63.07 Disposed 64668.837 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2010-05-17 Restricted Stock Units $ A 111.661 Acquired Common Stock (111.661) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 29230.2733 Indirect
Common Stock 31622 Indirect
Common Stock 0 Indirect

Footnotes

F1: These transactions were performed by Mr. Harrison's broker on a discretionary basis without his knowledge or direction and were inadvertently omitted from his holdings.

F2: Automatic conversion of Restricted Stock Units ("RSUs") to withhold for taxes due upon dividend equivalents granted in the form of RSUs settled in common stock on 5/17/10.

F3: Total includes grant of dividend equivalents on 5/17/10 in the form of RSUs settled in common stock.

F4: Balance as of 3/31/10.

F5: 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.

F6: 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.

F7: Reporting person became Trustee of the Eleanor L. Harrison Living Trust upon her death. Assets of the Trust included Issuer securities.