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PROCTER & GAMBLE Co Director's Dealing 2011

Feb 17, 2011

29757_dirs_2011-02-17_73f83fe8-0089-4cd7-aaaa-37307fbe46f0.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: 2011-02-15

Reporting Person: Pritchard Marc S. (Global Brand Building Officer)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-02-15 Restricted Stock Units $ A 74.01 Acquired Common Stock (74.01) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 65287.2505 Direct
Common Stock 107.032 Indirect
Common Stock 107.032 Indirect
Common Stock 107.032 Indirect
Common Stock 602 Indirect
Common Stock 22026.191 Indirect

Footnotes

F1: Total includes grant of dividend equivalents on 2/15/11 in the form of RSUs settled in common stock.

F2: Balance as of 12/31/10.

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.