Estate Preservation Plan - Gillette Co.


                              THE GILLETTE COMPANY
                            ESTATE PRESERVATION PLAN
                     (EFFECTIVE JANUARY 1, 1993 (REVISED))


1.   PURPOSE. Effective January 1, 1993, The Gillette Company has adopted The
Gillette Company Estate Preservation Plan for the purpose of providing eligible
executive employees of the Company and its subsidiaries and affiliates the
opportunity to purchase life insurance covering the lives of the employee and
his or her spouse, if any, and providing a death benefit upon the second to die
of the employee and such spouse (or upon the death of the employee if there is
no spouse).

2.   DEFINITIONS. When used herein, the following terms shall have the
respective meaning ascribed to them below. Terms expressed in the singular shall
be construed to include the plural, and terms expressed in the masculine shall
be construed to include the feminine unless the context plainly indicates
otherwise.

     (a)   'Active at Work' means performing all duties of regular employment at
     the customary place of employment, and not absent due to illness or medical
     treatment for more than 5 consecutive working days in the previous 3
     months.

     (b)   'Beneficiary' means the person(s) or entity(ies) designated by the
     Owner of the Policy, to whom the death benefit provided for under such
     Policy shall be paid in accordance with Section 10.

     (c)   'Collateral-Assignment' means the Collateral-Assignment executed by
     the Owner in favor of the Company with respect to the Company's interest in
     the Policy. A specimen form of Collateral-Assignment is annexed hereto and
     made a part hereof.

     (d)   'Committee' means the Personnel Committee of the Board of Directors
     of the Company.

     (e)   'Company' means The Gillette Company, a Delaware corporation.

     (f)   'Effective Date' means January 1, 1993.

     (g)   'Eligible Executive' means an executive employee of the Company or
     one of its subsidiaries or affiliates who is designated as being eligible
     to participate in the Plan in accordance with Section 3.

     (h)   'Initial Enrollment Date' shall mean the first day of the month
     following an individual's designation as an Eligible Executive, but no
     earlier than the Effective Date.

     (i)   'Insureds' means the Participant and his or her lawful spouse on the
     relevant date.

     (j)   'Insurer' means the insurance company that issues the Policy under
     the Plan.




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     (k)   'Owner' means the Participant, the Insureds or such other person(s)
     or entity(ies) designated by the Participant to be the owner of the Policy.

     (i)   'Participant' means an Eligible Executive who elects to participate
     in the Plan and who satisfies the conditions for enrollment as set forth in
     Section 4.

     (m)   'Plan' means The Gillette Company Estate Preservation Plan as set
     forth herein, as it may be modified from time to time hereafter.

     (n)   'Plan Administrator' means the Senior Vice President - Personnel and
     Administration of the Company or such other officer of the Company
     designated bv the Committee to administer the Plan.

     (o)   'Plan Year' means the calendar year.

     (p)   'Policy' means the insurance policy issued by the Insurer to the
     Owner pursuant to the terms of the Plan.

     (q)   'Policy Date' means the effective date of a Policy. The Policy Date
     with respect to any Policy may be a January 1 or July 1. The Policy Date
     with respect to Policies issued during the initial enrollment period shall
     be January 1, 1993.

     (r)   'Policy Year' means each 12-consecutive month period designated as
     such in a Policy. The first Policy Year with respect to a Policy shall
     commence on the applicable Policy Date.

     (s)   'Split Dollar Agreement' means the Split Dollar Agreement executed by
     the Owner, the Eligible Executive and the Company with respect to the
     Company's interest in the Policy. A specimen form of Split Dollar Agreement
     is annexed hereto and made a part hereof.

3.   ELIGIBILITY. The Eligible Executives shall be those executive employees of
the Company and its subsidiaries and affiliates who are designated by the Plan
Administrator as eligible under this Plan based upon their job grade, officer
status, employment status or other eligibility criteria, as set forth in Exhibit
A hereto.

The Plan does not constitute a contract of employment or a promise of continuing
employment, and nothing in the Plan shall interfere with the right of the
Company and its subsidiaries and affiliates to terminate the employment of any
employee at any time.

4.   ENROLLMENT IN PLAN. An Eligible Executive shall enroll in the Plan, and
thereby become a Participant hereunder, by (i) completing an application to
participate in the Plan, (ii) designating the Owner of the Policy to be
purchased, (iii) completing the documents and instruments furnished by the
Insurer for underwriting purposes, (iv) if applicable, causing his or her spouse
to complete the documents and instruments furnished by the Insurer, and to
submit to a medical examination, for underwriting purposes, (v) executing, and
if applicable causing his or her spouse to




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execute, the Split-Dollar Agreement and such other documents and instruments
deemed necessary or desirable by the Company, and (vi) causing the Owner of the
Policy to designate a Beneficiary and to execute the Split-Dollar Agreement,
Collateral-Assignment and such other documents and instruments deemed necessary
or desirable by the Insurer or the Company.

If an Eligible Executive elects to enroll when first eligible under the Plan and
meets the Insurer's Active at Work test, and the Initial Enrollment Date is
other than a Policy Date, the Company in its discretion may provide for
temporary coverage during the period between the Initial Enrollment Date and the
Policy Date, through a policy underwritten by the Insurer on the life of the
Eligible Executive and, upon the submission and approval by the Insurer of all
application material, the joint lives of the Insureds.

If an Eligible Executive initially declines to participate in the Plan, and
later elects to enroll in the Plan, the Company in its discretion may provide
for temporary coverage until the Eligible Executive's Policy Date, subject to
the Insurer's limitations on underwriting such coverage.

5.   AMOUNT OF COVERAGE. The death benefit coverage that may be purchased under
a Policy shall be the amount specified in Exhibit A hereto ('Coverage').

6.   COST OF COVERAGE. The cost of the Coverage under a Policy for each Policy
Year shall be determined by the Insurer based upon the assumptions and
guidelines agreed to by the Insurer and the Company. It is the Company's intent
that differences in the cost of the Coverage for each of the Participants
covered by Policies having the same Policy Date shall be attributable solely to
the respective attained ages of the Insureds on such Policy Date, provided that
the Participant elected to enroll when first eligible under the Plan and met the
Insurer's Active at Work test.

The portions of the cost of the Coverage under each Policy to be paid by each of
the Owner thereof and the Company shall be determined in accordance with the
terms of the related Split-Dollar Agreement and Collateral-Assignment, based
upon the assumptions and guidelines set forth in Exhibit A hereto.

7.   PURCHASE OF POLICIES. The Policies shall be purchased by each Owner from
the Insurer designated by the Company. The Company shall take all reasonable
steps necessary to enable the Insurer to issue the Policies in conformance with
the terms of this Plan. Each Owner shall be the sole and absolute owner of the
Policy purchased by such Owner and may exercise all ownership rights granted by
the terms of the Policy, subject to the terms of the related Split-Dollar
Agreement and Collateral-Assignment.

The benefit provided under the Plan is the opportunity for a Participant or
designated Owner to purchase and own the Policy under the terms and conditions
set forth therein. The actual benefits to be derived from ownership of the
Policy are not guaranteed by the Company, the Plan Administrator or the Insurer
(other than payment by the Insurer of the specified death benefit proceeds upon
the death of the survivor of the Insureds in accordance with the terms of the
Policy and any cash value increases as and when credited by the Insurer under
the Policy). Neither the Company nor the Plan


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Administrator guarantees any specific level or rate of cash value accumulation
under any Policy purchased under the Plan.

8.   PAYMENT OF PREMIUMS. While the related Split-Dollar Agreement remains in
effect, the Company shall remit to the Insurer the total premium due under the
Policy for each Policy Year, which shall include the amount of the Company's
contribution toward premium as set forth in the Split-Dollar Agreement. The
Owner (or the Participant on behalf of the Owner) shall remit to the Company the
balance of the premium due under the Policy for such Policy Year, in such manner
and at such time or times as the Company and the Owner shall agree. In the event
that the Owner (or the Participant on behalf of the Owner) fails to remit any
amount due the Company for any Policy Year, the Company shall be deemed to have
paid such amount for its own account in determining the Company's interest in
the Policy pursuant to the related Split-Dollar Agreement and
Collateral-Assignment.

Following the termination of the Split-Dollar Agreement while either or both of
the Insureds are alive, the Owner shall be responsible for payment to the
Insurer of the total premium due (if any) under the Policy for each Policy Year
thereafter.

9.   COMPANY INTEREST IN POLICY. As a condition to a Participant's enrollment in
the Plan, the Participant and his or her designated Owner with respect to the
Policy shall execute a Split-Dollar Agreement and the Owner shall execute a
Collateral-Assignment, which documents shall establish the rights of the Company
with respect to the death benefit proceeds and cash value under the Policy. The
terms of the particular Split-Dollar Agreement and Collateral-Assignment
executed by a Participant and related Owner shall apply solely to such
Participant and Owner.

At any time while the Split-Dollar Agreement is in effect, the Company's
interest in each Policy shall be equal to the Company's cumulative contributions
toward the premium under the Policy, including amounts deemed to have been paid
for the Company's account in accordance with the terms of the Split-Dollar
Agreement. Following the termination of the Split-Dollar Agreement, the Company
shall receive from the Insurer the amount of the Company's cumulative
contributions toward the premium under the Policy and, upon receipt of such
amount, the Company shall have no further interest in or responsibility for the
Policy. In the event that, upon the termination of the Split-Dollar Agreement,
there is insufficient cash value under the Policy to satisfy the Company's
interest therein, the Company shall have the right to receive the cash value or
death benefit proceeds available at such time and any additional amounts
available under the Policy thereafter (up to the dollar amount of the Company's
remaining interest), and neither the Insureds nor the Owner shall have any
liability to the Company for the unpaid balance (other than to the extent of
amounts mistakenly received under the Policy prior to full satisfaction of the
Company's interest):

The Split-Dollar Agreement and Collateral-Assignment shall contain provisions
implementing the foregoing paragraphs of this Section and such other provisions,
including limitations on the Owner's rights and benefits under the Policy, as
the Company determines to be necessary or desirable in order to secure and
protect its interest in the Policy. Anything contained herein to the contrary
notwithstanding, the Owner shall at all times have the right to cancel or
surrender the Policy and thereby terminate the related Split-Dollar Agreement.



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10.  PAYMENT OF DEATH BENEFIT. Subject to the terms of the related Split-Dollar
Agreement and Collateral-Assignment, the death benefit payable under a Policy
upon the death of the survivor of the Insureds shall be paid to the Beneficiary
in such form and at such time or times as the Beneficiary may elect in
accordance with the terms of the Policy.

11.  SOURCE OF BENEFITS. Any benefit payable to or on account of a Participant
under this Plan shall be paid by the Insurer in accordance with the Policy and,
if applicable, the related Split-Dollar Agreement and Collateral Assignment.

12.  NON-ALIENATION OF BENEFITS. Except to the extent provided in the Policy and
the related Split-Dollar Agreement and Collateral-Assignment, the benefits
provided under this Plan may not be assigned or alienated and shall not be
subject to attachment, garnishment or other legal or equitable process.

13.  ADMINISTRATION. The Plan Administrator shall be the named fiduciary under
the Plan, and shall have the discretionary authority to control and manage the
operation and administration of the Plan, including but not limited to the power
to construe and interpret the provisions of the Plan, to determine the
eligibility of employees to participate in the Plan and the benefit entitlements
of Participants, and to establish rules and procedures (and to amend, modify or
rescind the same) for the administration of the Plan. The Plan Administrator may
delegate ministerial duties to other employees of the Company and to third
parties. The Plan Administrator shall be eligible to participate in the Plan but
shall not act upon any matter that relates solely to his interest in the Plan as
a Participant.

The Plan Administrator shall make all determinations concerning a Participant's
entitlement to benefits under the Plan. If a Participant believes that he has
been denied a benefit under the Plan to which he is entitled, the Participant
may file a written request for such benefit with the Plan Administrator, setting
forth his claim. Any decision by the Plan Administrator denying a claim for
benefits by a Participant shall be set forth in writing specifying the reasons
for the denial in a manner calculated to be understood by the Participant and
advising the Participant of his or her right to obtain a review of such
decision. Participants may request a review of any decision denying a benefit
claim by filing a request for such in writing to the Plan Administrator within
60 days of the Participant's receipt of the denial of his claim, otherwise he
shall be barred and estopped from challenging such claim denial. The Plan
Administrator shall conduct a full and fair review of the request for review and
the underlying claim and shall render a decision thereon in writing, generally
within 60 days of receiving the Participant's request for review (but may extend
the period for rendering a decision to 120 days if special circumstances warrant
the extension). The interpretation and construction of the Plan by the Plan
Administrator, and any action taken thereunder, shall be binding and conclusive
upon all persons and entities claiming to have an interest under the Plan.

The Plan Administrator shall not be liable to any person for any action taken or
omitted to be taken in connection with the interpretation, construction or
administration of the Plan provided that such action or omission is made in good
faith.






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14.  NOTICES. Any notice or document required to be given to or filed with the
Company or the Plan Administrator shall be deemed given or filed if delivered by
certified or registered mail, return receipt requested, to such party's
attention at the Company's offices, Prudential Tower Building, Boston,
Massachusetts 02199.

15.  AMENDMENT AND TERMINATION. The Plan may be amended or terminated at any
time and from time to time, in whole or in part, by the Plan Administrator;
provided, how, ever, that any amendment that would materially increase the cost
of the Plan to the Company or would result in a material change in the nature of
the benefits provided under the Plan, or any termination of the Plan, shall not
be effective without the approval of the Committee. No such amendment or
termination shall adversely affect the rights of any Participant (without his or
her consent) under any Policy theretofore issued pursuant to the Plan or any
related Split-Dollar Agreement and Collateral-Assignment theretofore entered
into.

16.  VALIDITY. In the event any provision of the Plan is held invalid, void or
unenforceable, the same shall not affect in any respect the validity of the
remaining provisions of the Plan.

17.  GOVERNING DOCUMENTS. In the event of any inconsistency between the terms of
the Plan set forth herein and the terms of any Policy purchased with respect to
a Participant or the related Split-Dollar Agreement or Collateral-Assignment,
the terms of such Policy or agreement shall be controlling as to that
Participant, his or her spouse, the designated Owner and Beneficiary, and any
assignee or successor-in-interest of any of the foregoing persons.

18.  APPLICABLE LAW. The provisions of the Plan shall be construed and
administered in accordance with the laws of the Commonwealth of Massachusetts,
except to the extent superseded by applicable Federal law.

                             THE GILLETTE COMPANY

                             By: /s/ Robert E. DiCenso
                                 ---------------------------------
                             Robert E. DiCenso
                             Senior Vice President - Personnel and 
                             Administration

                             Date: 4/9/97


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THE GILLETTE COMPANY ESTATE PRESERVATION PLAN

EXHIBIT A
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ELIGIBILITY REQUIREMENTS FOR PARTICIPATION

Grade Level/Officer Status: Grade 25 or above, or holding any of the following
     By-Law officer positions in The Gillette Company: Chairman of the Board,
     Chief Executive Officer, President, Vice Chairman of the Board, Executive
     Vice President, Senior Vice President, Vice President, Internal Auditor,
     Patent and Trademark Counsel, or Secretary.

Employment Status: Full-time employee who is generally treated by The Gillette
     Company as a United States employee for employment and benefit purposes.

AMOUNT OF COVERAGE

$1,000,000 face amount per Participant and spouse
$500,000 face amount per unmarried Participant

COMPANY/OWNER PORTIONS OF POLICY PREMIUM

The respective portions of the annual premium due under a Policy to be paid by
each of the Company and the Owner initially shall be determined at the inception
of the Policy on the basis that (1) the Company shall make five equal annual
payments commencing on the Policy Date and each anniversary thereof, (2) the
Owner shall make fifteen equal annual payments commencing on the Policy Date and
each anniversary thereof, and (3) for Participants who enroll when first
eligible under the Plan, the present value (determined as of the Policy Date
using a 7.5% pre-tax/4.5% post-tax per annum discount rate) of the cumulative
payments to be made by each of the Company and the Owner shall be the same. Any
or all of the above guidelines may be adjusted at the Company's discretion for
Participants who do not enroll when first eligible or do not meet the Insurer's
Active at Work test.

The amount of the Company's contribution toward the annual premium under a
Policy shall not change unless agreed to by the Company in writing. The amount
of the Owner's portion of the annual premium due under a Policy may change from
year to year in accordance with the terms of the Policy and the related
Split-Dollar Agreement.

MANNER OF PAYMENT OF OWNER PORTION OF PREMIUM

The Owner's portion of the premium due under the Policy shall be paid to the
Company either (1) in a single lump sum at the beginning of each Policy Year
upon advance notification by the Company or (2) by payroll deduction from the
Participant's regular salary, as shall be elected by the Participant.







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ATTACHMENTS
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Specimen form of Split-Dollar Agreement
Specimen form of Collateral-Assignment
Specimen form of Certification of Trustee(s) and Proposed Insureds