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PROCTER & GAMBLE Co Director's Dealing 2010

May 19, 2010

29757_dirs_2010-05-19_38588c16-82ee-43c7-8aaf-109b44505f9c.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: Moeller Jon R (Chief Financial Officer)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2010-05-17 Restricted Stock Units $ A 10.257 Acquired Common Stock (10.257) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 20530.313 Direct
Common Stock 7651.1117 Indirect
Common Stock 846.747 Indirect
Common Stock 8802.1778 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.