PROCTER & GAMBLE Co — Director's Dealing 2010

Feb 18, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE CO (PG)
CIK: 0000080424
Period of Report: 2010-02-16

Reporting Person: MCDONALD ROBERT A (COB, Pres. & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-16	Common Stock	F	6	$62.61	Disposed	40533.237	Direct
2010-02-16	Common Stock	M	1	—	Acquired	40534.237	Direct
2010-02-16	Common Stock	F	1	$62.61	Disposed	40533.237	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-02-16	Restricted Stock Units	$	A	177.981	Acquired		Common Stock (177.981)	Direct
2010-02-16	Restricted Stock Units	$	M	1	Disposed		Common Stock (1)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	31337.8891	Indirect
Common Stock	62341	Indirect

Footnotes

F1: 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 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.