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PROCTER & GAMBLE Co Director's Dealing 2010

Feb 18, 2010

29757_dirs_2010-02-18_254ba5b5-3c0d-45a6-bf9c-2e765f41d429.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: 2010-02-16

Reporting Person: Steele Robert Allan (Vice Chair-Global H and WB)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2010-02-16 Common Stock F 37 $62.61 Disposed 101142.886 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2010-02-16 Restricted Stock Units $ A 129.774 Acquired Common Stock (129.774) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 17393.96 Indirect

Footnotes

F1: Automatic conversion of Restricted Stock Units ("RSUs") to withhold for taxes due upon dividend equivalents granted in the form of RSUs on 2/16/10.

F2: Total includes grant of dividend equivalents on 2/16/10 in the form of RSUs settled in common stock.

F3: Balance as of 12/31/09.

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.