Incentive Bonus Plan - Gillette Co.


                              THE GILLETTE COMPANY
                              INCENTIVE BONUS PLAN


    1. PURPOSE. The purpose of this Incentive Bonus Plan is to foster continuing
long-term growth in earnings of The Gillette Company by rewarding key management
for outstanding performance in the accomplishment of assigned goals under the
Company's Management by Objectives Program through awards of cash bonuses.

    2. DEFINITIONS.

    PROFIT FROM OPERATIONS - The amount reported as profit from operations in
the annual financial statements of the Company after adjustments to exclude the
results of operations of businesses acquired or disposed of during the incentive
year and any other adjustment, all as determined by the Committee to be
necessary or appropriate to insure comparability between profit from operations
figures from year to year for the purposes of this Plan.

    BASE SALARY EARNINGS - The actual base salary, exclusive of any bonus awards
made under this Plan and any other payments, earned by the participant during
the fiscal year of his or her employing unit ending during the incentive year of
the Plan as reported on the Company's records.

    BASE SALARY - The eligible employee's annual base salary rate of earnings in
effect as of December 31 of any Incentive Year.

    BONUS AWARD - An amount awarded to a participant as determined pursuant to
Paragraph V.

    BONUS POOL - An amount earned in any incentive year as determined pursuant
to Paragraph III, from which bonus awards may be paid.

    CHAIRMAN- The Chairman of the Board of Directors of the Company.

    COMMITTEE - The Personnel Committee established by the Board of Directors of
the Company.

    COMPANY - The Gillette Company, a Delaware Corporation.

    INCENTIVE YEAR - A fiscal year of the Company in which the Plan is in
effect.

    MANAGEMENT REPORTING FORM - The annual written review of individual
performance and assignment of goals conducted under the Company's Management by
Objectives Program.

    ELIGIBLE POSITION - For each incentive year, a key management position which
the Chairman and President determine to have a significant impact on the
attainment of the Company's objectives.

    ELIGIBLE EMPLOYEE - For each incentive year, a person whether or not an
officer or director of the Company or any subsidiary, who is regularly employed
by the Company or a subsidiary on a full-time basis, or who, under conditions
approved by the Committee, is regularly employed by the Company or a subsidiary
on a part-time basis, who (a) has been notified of his or her eligibility, (b)
has been assigned




goals under the Company's Management by Objectives Program to be accomplished
during the incentive year, (c) holds an eligible position for all or a
substantial part of the incentive year except in the case of a Partial Plan Year
as provided under Section XIII of the Plan, or is transferred during the
incentive year from an eligible position to an ineligible position for career
developmental purposes as determined by the Company, and (d) is an employee on
the date of the granting of awards (or is an employee whose employment is
terminated by death, retirement or disability or as a direct result of action
initiated by the Company pursuant to the Restructuring Plan approved by the
Board of Directors of the Company at its meeting on December 18, 1986 or the
Reorganization Plan approved by the Board of Directors at its meeting on
December 14, 1989 or after an approved Change in Control or for any reason after
an Unapproved Change in Control).

    PARTICIPANT - An eligible employee who has been granted an award under the
Plan.

    PLAN - The Incentive Bonus Plan as set forth herein, as from time to time
amended.

    PRESIDENT - The President of the Company.

    PROJECTED BONUS POOL - Projected bonus pool in any given year shall mean the
amount of the bonus pool which would be earned assuming the Growth Goals for
that year are achieved.

    RETIREMENT ELIGIBILITY DATE - The earliest date upon which a participant
becomes eligible to retire under the terms of The Gillette Company Retirement
Plan or, with respect to individuals not participating in that Plan, the
earliest date upon which that individual could have become eligible to retire
under the terms of The Gillette Company Retirement Plan had he or she been a
participant in that Plan.

    SAVINGS PLAN EQUIVALENCY - An amount computed by multiplying an employee's
rate of contributions (up to a maximum of 5%) under The Gillette Company
Employees' Savings Plan or one half of the employee's rate of savings under The
Gillette Company Retirement Income Savings Plan, as applicable, as of the
January 1 immediately preceding the date of an award, by the amount of that
award that is deferred under Paragraph VI (a) and (c) of this Incentive Bonus
Plan.

    SUBSIDIARY - Any corporation (1) in which the Company owns, directly or
indirectly, stock possessing 50 percent or more of the total combined voting
power of all classes of stock, (2) over which the Company has effective
operating control, or (3) in which the Company has a material interest.

    SALES GROWTH - The amount reported as growth in net sales in the annual
financial statements of the Company after adjustments as determined by the
Committee to be necessary or appropriate to insure comparability between net
sales from year to year for the purposes of the Plan.

    RETURN ON ASSETS - Return on Assets shall be defined as hereinafter
determined by the Committee from time to time in its discretion.

    GROWTH GOALS - Growth Goals shall mean the specific percentage of increase
in Profit from Operations, Sales Growth and Return on Assets determined by the
Committee for any given year which if achieved would result in a bonus pool
being earned.

    3. BONUS POOL AND RESERVE. If Growth Goals for any fiscal year the Plan is
in effect are




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met, a bonus pool shall be earned. Such Growth Goals shall be determined by the
Committee as soon as is practicable after the commencement of each incentive
year.

    With respect to any incentive year after 1990, the Committee may, within its
sole discretion, establish a contingency reserve which, in any given incentive
year shall not exceed thirty five percent (35%) of the amount of the projected
bonus pool for that incentive year, from which contingency reserve bonus awards
may be made to recognize outstanding performance in that incentive year should a
bonus pool not otherwise be earned. In addition, with respect to any plan year
after 1990 the Committee may, within its sole discretion, elect to carry forward
up to fifteen percent (15%) of the bonus pool earned in that year to any one or
more of the next ensuing three years with the Committee having sole discretion
as to whether to distribute all or a portion of such carried forward amounts in
any one or more of those three years.

    4. ELIGIBILITY. The Chairman and the President shall make the selection of
eligible positions and eligible employees, except with respect to themselves,
for each incentive year. Selection as an eligible employee in any incentive year
shall not bind the Company to select the individual in any other incentive year.
Selection of any individual in any incentive year shall not bind the Company to
select any other individual holding the same position in the same or any other
incentive year.

    '5. AMOUNT OF BONUS AWARD. As soon as is practicable after the end of the
incentive year, the amount, if any, of the award of each eligible employee shall
be determined by the Chairman and the President, except with respect to
themselves, after evaluating the eligible employee's performance in relation to
his or her assigned goals as contained in his or her Management Reporting Form
relating to the incentive year. Bonus awards shall be determined as a percentage
of the eligible employee's base salary earnings, however, in no event shall the
percentage be less than 5 percent nor more than 70 percent with respect to any
plan year prior to 1997 or less than 5% nor more than 75% with respect to any
plan year commencing on or after January 1, 1997. Proposed awards to officers of
the Company and other senior management employees whose compensation is
regularly reviewed by the Committee shall be subject to review and approval of
the Committee. In addition, in connection with any bonus award the Committee
shall have discretion to make an award or awards under this Corporation's Stock
Equivalent Unit Plan and to provide that all or any portion of any such award
shall be contingent on achievement by the participant or by any unit or units of
the Company of any performance goal or goals over any period or periods of time
ending before March 15 of the third year following the date of the award.
Notwithstanding the above, (1) with respect to the 1994, 1995 an 1996 plan
years, the Personnel Committee, in its sole discretion, in special circumstances
may grant an eligible employee a bonus award which is greater than 70 percent of
the eligible employee' s base salary earnings and (2) commencing with the 1997
plan year, the Personnel Committee, in its sole discretion, in special.
circumstances may grant an eligible employee a bonus award which is greater than
75 percent of the eligible employee's base salary earnings.'

    6. DEFERRAL, VESTING AND PAYMENT OF AWARDS. Awards are payable in cash.

    (a) With respect to awards relating to the 1979 Incentive Year, a percentage
of each award equal to twice the percentage the award bears to the base salary
earnings of the participant (up to a maximum of 40 percent (40%) of the award)
and with respect to awards relating to any Incentive Year after 1979, but before
1984 a percentage of each award equal to one and one half times the percentage
the award bears to the base salary earnings of the participant (up to a maximum
of 30 percent (30%) of the award)



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shall be deferred. Such mandatory deferred amounts shall vest at the end of the
third calendar year following the close of the incentive year for which the
bonus award was earned or upon the retirement eligibility date of the
participant, whichever occurs first. Such vested amounts shall become payable
when the participant ceases to be an employee if the participant has reached his
or her retirement eligibility date at cessation of employment, or at age 65 if
the participant has not reached his or her retirement eligibility date at
cessation of employment provided, however, that a participant who has reached
his or her retirement eligibility date at cessation of employment may elect,
prior to cessation of employment, to defer such amounts beyond retirement in
accordance with rules to be prescribed by the Committee. Notwithstanding the
above, in the event an employee's employment with the Company or any of its
subsidiaries is terminated as a direct result of action initiated by the Company
pursuant to the Restructuring Plan approved by the Board of Directors of the
Company at its meeting on December 18, 1986, or the Reorganization Plan approved
by the Board of Directors of the Company at its meeting on December 14, 1989,
and such employee retires under a Company-sponsored retirement plan at cessation
of employment, the employee may elect to receive all amounts which would become
payable by reason of such termination of employment in up to ten approximately
equal consecutive annual installments. Such election must be made prior to the
employee's termination of employment in accordance with rules to be prescribed
by the Committee and if no such election is made, payment of such amounts shall
be made within a reasonable time after the date of termination.

    (b) The remainder of the bonus award described in (a) above and all of any
award made with respect to the Incentive Year 1984 and thereafter shall vest
immediately upon the grant of the award and be payable as soon as is practicable
after the financial statements for the incentive year are available

    (c) As prescribed by the rules pursuant to this Plan, an individual may
elect to defer payment of all or a portion of any award payable under
Subparagraph (b) above to March 1 of any future year or to retirement.
Notwithstanding any prior voluntary deferral, all amounts so deferred shall
become payable when the participant ceases to be an employee for any reason
other than retirement under a Company-sponsored retirement plan upon cessation
of employment. With respect to participants whose employment ceases and who,
upon cessation of employment, retire under a Company-sponsored retirement plan,
such participants may, prior to termination of employment, elect to defer
payment of any awards beyond retirement in accordance with rules to be
prescribed by the Committee and if no such election is made, payment of such
amounts shall be made within a reasonable time after the date of termination of
employment.

    Notwithstanding the above, in the event an employee's employment with the
Company or any of its subsidiaries is terminated as a direct result of action
initiated by the Company pursuant to the Restructuring Plan approved by the
Board of Directors of the Company at its meeting on December 18, 1986, or the
Reorganization Plan approved by the Board of Directors at its meeting on
December 14, 1989, the employee may elect to receive all amounts which would
become payable by reason of such termination of employment in up to ten
approximately equal consecutive annual installments but in no event may payments
end beyond March 1, of the tenth year following termination of employment, with
respect to employees who have not retired under a Company-sponsored retirement
plan upon cessation of employment. Such election must be made prior to the
employee's termination of employment in accordance with rules to be prescribed
by the Committee and if no such election is made, payment of such amounts shall
be made within a reasonable time after the date of termination.

    'Notwithstanding the above, in connection with the sale of Jafra Cosmetics
business pursuant to a certain Acquisition Agreement dated January 26, 1998
('Jafra Sale'), where an employee either (I)




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continues to be employed by Jafra immediately following the Jafra Sale or (ii)
is terminated from the employment of the Company or any or its subsidiaries as a
direct result of the Jafra Sale, the employee may elect to receive all amounts
which would become payable by reason of the foregoing events in up to ten
approximately equal consecutive annual installments but in no event may payments
end beyond ten years following the date of the Jafra Sale. Such election must be
made prior to the date of the Jafra Sale in accordance with rules to be
prescribed by the Committee and if no such election is made, payment of such
amounts shall be made within a reasonable time after the date of termination.'
Effective as of (Closing Date of Sale of Jafra).

    Notwithstanding the provisions of this subparagraph, the right to defer
payment beyond termination shall serve as partial consideration for a settlement
of all claims which the participant may have against the Company, its
subsidiaries, employees and agents and shall be subject to execution by the
participant of a release and settlement agreement in a form to be prescribed by
the Committee.

    (d) Amounts deferred under subparagraph (a) and (c) above shall be credited
to an individual account in the name of the participant.

    The account of an employee who is participating in The Gillette Company
Employees' Savings Plan or The Gillette Company Ltd/Ltee Retirement Income
Savings Plan shall also be credited with a Savings Plan Equivalency based on the
participant's rate of contributions under The Gillette Company Employees'
Savings Plan or savings under The Gillette Company Ltd./Ltee Retirement Income
Savings Plan, as applicable, on the January 1 immediately preceding the date of
an award.

    Amounts equivalent to interest at the rate applicable to the Fixed Income
Fund of The Gillette Company Employees' Savings Plan shall be credited to the
total amount in the employee's account in so far as the Company shall deem
practicable in the same manner as such amounts are credited under The Gillette
Company Employees' Savings Plan. Upon payment to the participant of an amount
deferred under subparagraph (a) or (c) above, the related Savings Plan
Equivalency and amounts equivalent to interest credited thereon will be paid. A
participant whose employment ceases prior to his or her retirement eligibility
date will forfeit unvested amounts deferred under subparagraph (a) above, as
well as the related Savings Plan Equivalency and amounts equivalent to interest
credited thereon. In the event that the Savings Plan Equivalency no longer
exists by virtue of termination of the Savings Plan and/or The Fixed Income Fund
of the Savings Plan, the amounts in each employee's account shall be credited
with a rate of return adjusted each January 2 to reflect the interest rate in
effect on January 2 for two year United States Treasury Notes.

    (e) If a participant dies or becomes totally and permanently disabled while
an employee of the Company or a subsidiary, an amount equal to all deferred
amounts, vested and unvested, Savings Plan Equivalency amounts and amounts
equivalent to interest accrued thereon shall be paid to the participant or, in
the case of death, to the participant's executor or administrator or as
otherwise provided by law.

    (f) All payments shall be subject to any required withholdings.

    (g) Prior to the happening of a Change in Control, either Approved or
Unapproved, as those terms are defined in The Gillette Company Employees'
Savings Plan, with respect to amounts deferred pursuant to subparagraph (c), an
individual who has made such deferral may, in accordance with rules prescribed
by the Committee, revoke all deferral elections in the event of a Change in
Control of the Corporation, with such revocation to take effect, at the option
of the participant, if a Change in Control occurs prior to



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January 1, 1988, upon the happening of any Change in Control or January 1, 1998,
or if a Change in Control occurs on or after January 1, 1988, upon the happening
of a Change in Control and the Company shall make payment to the participant of
such deferred amounts for which such deferral has been revoked plus interest as
provided in subparagraph (d) above.

    (h) In the event of a Change in Control, either Approved or Unapproved, as
those terms are defined in The Gillette Company Employees' Savings Plan, amounts
deferred pursuant to subparagraph (a) above will become immediately payable.

    7. AMENDMENT AND TERMINATION. The Board of Directors of the Company, or the
Personnel Committee of the Board of Directors, if and to the extent authorized,
in absolute discretion of the body so acting and without notice, may at any time
amend or terminate the Plan, provided that no such amendment or termination
shall adversely affect the fights of any participant under any award previously
granted. Further, neither the Board of Directors nor the Personnel Committee of
the Board of Directors shall have the discretion once a plan year has commenced
not to make awards if a bonus pool is earned for that plan year or after a
contingency reserve has been established in any plan year not to make awards
from such contingency reserve.

    8. ASSIGNMENT. Bonus payments under this Plan shall be paid only to
participants. No bonus payment herein provided, nor any part thereof, and no
fight or claim to any of the monies payable pursuant to the provisions of this
Plan shall be anticipated, assigned, or otherwise encumbered, nor be subject to
attachment, garnishment, execution or levy of any kind, prior to the actual
payment and delivery of said amount to the Plan participant and any attempted
assignment or other encumbrance or attachment, garnishment, execution or levy
shall be of no force or effect, except as otherwise provided by law.
Notwithstanding the above, if a participant is adjudged incompetent, the
Committee may direct that any amounts payable be paid to the participant's
guardian or legal representative.

    9. EMPLOYMENT AND PLAN RIGHTS. The Plan shall not be deemed to give any
eligible employee or participant the fight to be retained in the employ of the
Company or any subsidiary nor shall the Plan interfere with the right of the
Company or any subsidiary to discharge any employee at any time nor shall the
Plan be deemed to give any employee any fight to any award until such award is
actually made.

    10. ADMINISTRATION AND AUTHORITY. The Plan shall be administered by the
Committee except as otherwise provided herein. The Committee shall have the
authority, consistent with the Plan, to (a) determine adjustments to Profit from
Operations, Net Sales and Return on Assets as provided in Paragraph II of this
Plan, (b) determine the percentage increase of annual Profit from Operations,
Net Sales, and Return on Assets, i.e., Growth Goals, necessary to earn a bonus
pool, if any, for each incentive year, (c) establish an earned reserve and
approve payments of awards from the earned reserve in accordance with Paragraph
III of the Plan, (d) review and approve bonus awards made to officers and other
senior management employees whose compensation is regularly reviewed by it, (e)
determine the amount of any bonus awards to be granted to the Chairman and the
President, (f) adopt, amend and rescind rules and regulations for the
administration of the Plan and for its own acts and proceedings and (g) decide
all questions and settle all controversies and disputes which may arise in
connection with the Plan. The Committee may delegate any or all responsibilities
assigned to it pursuant to subparagraph (f).

    The Chairman and the President, except with respect to themselves, shall
have authority, consistent with the Plan, (a) to select eligible positions,
eligible employees, and participants under the Plan, (b) to



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recommend to the Committee the amount of bonus awards to participants listed
under (d) in the preceding paragraph, (c) to determine the amount of bonus
awards to participants other than those listed in (d) of the preceding
paragraph, and (e) evaluate the performance or review evaluations of the
performance of eligible employees in the accomplishment of assigned objectives.
The Chairman and President may delegate any or all administrative
responsibilities delegated to them by the Committee.

    All decisions, determinations and interpretations of the Committee or the
Chairman and the President or their delegatees with respect to the exercise of
their respective responsibilities shall be binding on all parties concerned.

    11. INDIVIDUAL ACCOUNTS. The Committee shall maintain a separate account
under the Plan for each participant. Each account shall show the amount awarded,
vested and unvested portions of awards, amounts deferred, Savings Plan
Equivalency amounts, if applicable, and amounts equivalent to interest credited
thereon.

    12. FORFEITURES. Subject to Section III of this Plan, all amounts forfeited
by participants under the terms of this Plan shall revert to the Company.

    13. PARTIAL PLAN YEAR IN THE EVENT OF CHANGE IN CONTROL. Notwithstanding
any other provisions of this Plan to the contrary, in the event of a Change in
Control, either Approved or Unapproved, as those terms are defined in The
Gillette Company Employees' Savings Plan or if the Company is merged, dissolved
or otherwise ceases to exist after July 1, of any plan year, the Board of
Directors or the Personnel Committee of the Board of Directors shall pay
participants awards from the Bonus Pool or Contingency Reserve, if applicable,
adjusted as follows:

    The achievement of the Growth Goals for that year from the beginning of the
plan year to the happening of its first or any of the aforementioned events (the
'Partial Plan year') shall be compared against the results for the same period
of the preceding year and the bonus pool will be determined on a prorated basis
for the Partial Plan Year.

MARCH, 1998







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