Termination Settlement Agreement - Gillette Co. and Archie Livis


July 31, 2000

                            PERSONAL AND CONFIDENTIAL

                        TERMINATION SETTLEMENT AGREEMENT

Archie Livis
220 Boylston Street, Apt. 1213
Boston, MA 02116

Dear Archie:

This letter describes our proposed agreement concerning the termination of your
employment with The Gillette Company.

As we discussed, your scheduled release date is July 31, 2000. This will be your
last day of employment with Gillette.

Termination Settlement Pay - The total termination settlement pay available to
you under this Agreement is equal to 104 weeks of your current base salary. As
we discussed, you will continue to receive your current base salary during the
22-week period from August 1, 2000, through December 31, 2000, when you will be
terminated from the payroll. (The period between August 1, 2000, and December
31, 2000, is called the "settlement payments period.") The remaining 82 weeks of
your termination settlement pay will be paid to you in a lump sum in January
2001.

Benefits Status During Settlement Payments Period - You will be eligible during
the settlement payments period to continue participation in a number of employee
benefits and services during the settlement payments period. These include
continuing participation in the following contributory benefit plans:

      Medical Plan
      Dental Plan
      Employees' Savings Plan
      Supplemental Savings Plan
      Executive Life Insurance Plan


If you elect to continue your participation in the Gillette medical or dental
plans after your scheduled release date and you become eligible for coverage
under any other medical or dental plans, you agree to look to those other plans
for your primary coverage. Coverage under a Gillette plan will only apply in
accordance with Gillette's Coordination of Benefits Provision as secondary
payer.

During the settlement payments period, you will also be eligible for many of the
currently provided employee benefits and services. However, following your
scheduled release date, you will not be eligible for certain employee benefits,
including:

      Incentive Bonuses
      Salary Continuation Plan
      Long-Term Disability Plan
      Vacation Accrual
      Travel Accident Insurance Plan
      Tuition Refund Plan

The following is information concerning specific benefits provided under this
Agreement as of your scheduled release date, at the end of the settlement
payments period or when you begin receiving pension benefits, as discussed
below.

The Gillette Company Retirement Plan - Company records indicate you will be
eligible for a pension as of your scheduled release date. You have elected to
retire on January 1, 2001, and begin receiving pension payments thereafter. On
December 31, 2000, the termination settlement payments period will end and you
will become eligible for only those pension benefits and services available to
retirees. As stated above, the balance of termination settlement pay due under
this Agreement after December 31, 2000, will be paid to you as a lump sum in
January 2001. This lump sum payment will not be included in determining service
credit or in computing compensation under the Retirement Plan.

Group Medical Coverage - If you elect to receive termination settlement pay as
continuing payments, you may elect to continue your current Gillette group
medical coverage at the regular employee contribution rate throughout the
settlement payments period.

Group Dental Coverage - Dental coverage may be continued at the regular employee
contribution rate throughout the settlement payments period. After the
settlement payments period, you may continue dental coverage for up to a total
of 18 months from your scheduled release date by paying 102% of the cost of such
coverage. Dental coverage is otherwise not available after retirement.


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Coverage under the Gillette group dental plan will continue through the last day
of the month in which you terminate from the group plan. If you are in the
process of having dental work done which requires more than one visit (for
example, root canal work, etc.), you will have 30 days from the first of the
next month to have it completed. The Gillette group dental plan cannot be
converted into an individual membership.

Employee Stock Ownership Plan (ESOP) -When terminated from the payroll at the
end of the settlement payments period, you may take a distribution of the
account, or, if the account balance is $5,000 or more, defer the distribution. A
terminating employee who is retirement eligible should refer to the Retiree/LTD
Medical Program for information on using the ESOP to fund retiree medical
coverage.

Retiree Medical Program - You will be eligible for participation in the Retiree
Medical Program upon or after retirement. Since you were hired prior to July 1,
1990 (Group 2), you must maintain the full ESOP account balance with the trustee
for continued eligibility for retiree medical coverage.

Executive Life Insurance - Coverage may be continued by payroll deduction during
the settlement payments period, at the same coverage level as an Active
employee. At retirement, no further contributions are required and coverage
levels are adjusted to reflect a retirement benefit.

Estate Preservation Plan - You, or the policy owner, may retain the policy by
continuing the scheduled premium payments determined at the time of inception.
If you elect to discontinue this policy, the Company will withdraw its
cumulative premium payments from the policy's cash value and have no further
interest in the policy.

Savings Plan - You may continue to participate in the Employees' Savings Plan
during the settlement payments period. Participation in the Savings Plan during
the settlement payments period will be at your rate of contribution on the
scheduled release date, unless you change the contribution rate on a subsequent
date. You may, in accordance with the terms of the Plan, retain your account
balance after your contributions end and defer withdrawal to a future date. When
you want to withdraw your account, you may call the Plan Record Keeper and
Trustee, Fidelity Investments, at 1-800-544-0263. A voluntary withdrawal taken
prior to the end of a settlement payments period may result in suspension of
participation and/or a negative tax impact. Please refer to the current
Employees' Savings Plan booklet.

No contributions to the Employees' Savings Plan may be applied from lump sum
termination settlement payments, nor may a retiree continue contributions to the
Plan.


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Supplemental Savings Plan - Deferrals under the Supplemental Savings Plan may
continue during the settlement payments period. At the end of the settlement
payments period, the Supplemental Savings Plan balance will be paid to you in a
single lump sum unless you have previously made a timely deferral election.

Stock Equivalent Unit Plan - During the settlement payments period, the value of
any awards will continue to be determined by stock price appreciation and
dividend credits. You will receive additional information from the Manager of
Executive Compensation concerning your payment or deferral election.

Incentive Bonus Plan - Please refer to the Incentive Bonus Plan and to the
Manager of Executive Compensation regarding bonus eligibility.

Stock Option Plan - Since you have elected to begin receiving pension payments
on January 1, 2001, your period for exercising any vested options will be the
time period available to Stock Option Plan Participants retiring under The
Gillette Company Retirement Plan. Please refer to the 1971 Stock Option Plan for
detailed information on the exercise of Stock Options.

Vacation Pay - Any unused current year vacation accrued as of your scheduled
release date will be paid to you at that time. Because you are eligible for
retirement benefits under the Retirement Plan as of your scheduled release date,
you will be granted full year vacation accrual for the current year. There will
be no vacation accrual after the scheduled release date.

Basic Fringe Benefit Rights - If you decide not to accept and sign this
Agreement, your basic rights to certain fringe benefits upon termination will
not be altered by your decision. These include your rights under applicable laws
and benefit plan provisions to accrued and unused vacation pay as of your
scheduled release date, continuation of group medical and dental coverage under
COBRA, and conversion rights under the group life insurance plans as well as any
rights you have under the ESOP, Savings and Retirement Plans.

Inventions and Confidentiality - You are reminded that you will continue to be
subject to the provisions of your employment agreement with The Gillette Company
even after your scheduled release date, including your agreement to transfer to
The Gillette Company all improvements and inventions in certain fields made by
you during your employment and within certain stated periods thereafter, and
your agreement not to disclose or use at any time any secret or confidential
information or knowledge obtained or acquired by you while in, or by reason of,
your employment.


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Unemployment Compensation - Eligibility for unemployment compensation is
determined by the Massachusetts Department of Employment and Training and not by
the Company. If you wish to apply for unemployment, you should file an
application according to the attached information promptly after your last day
of work. The regulations of some states may delay the start of unemployment
compensation payments because termination payments are or were being received.

Non Defamatory Behavior - You agree that, except as may be required by law, you
will not make, publish or state, or cause to be made, published or stated, any
defamatory statement, writing or communication pertaining to the character,
reputation, business practices, competence or conduct of The Gillette Company,
its affiliates, shareholders, directors, officers, employees, agents, attorneys,
servants, representatives, and successors, whether such conduct occurs prior or
subsequent to this Agreement.

Company Property - You agree that, not later than your scheduled release date,
you will return all equipment, files, documents, credit cards, and any other
property belonging to The Gillette Company.

Non-Assignment - The settlement pay and benefits under this Agreement are
personal to you and are expressly declared to be non-assignable and
non-transferable. You shall have no right to commute, sell, assign, transfer or
convey any payment hereunder. This Termination Settlement Agreement shall be
binding upon any successor to the business of The Gillette Company, but shall
not otherwise be assignable.

Payment to Estate - Should you die after your scheduled release date and after
executing this Agreement but before all settlement payments are completed, your
estate will receive a lump sum payment of any balance of termination settlement
pay due.

Non-Competition Agreement and General Release - Your receipt of termination
settlement pay and benefits under this Agreement is contingent on your agreeing
to the following non-competition agreement and release of all claims.

Non-Competition Agreement - In consideration of the termination settlement pay
and other settlement benefits, you agree that during the period ending July 30,
2002 (the "non-competition period"), which equals the number of weeks of
termination settlement pay, you will not, without receiving prior written
approval of The Gillette Company, engage in any business which is in competition
with the business of Gillette, as defined below, or directly or indirectly
accept employment with or render services on behalf of a competitor of Gillette,
or any third party, in any capacity where the confidential information of
Gillette acquired by you during your employment with Gillette may be considered
to be useful to the competitor or to such other third party to become a
competitor, irrespective of whether or not such competitor or such third party
has any actual or implied intent to use confidential information of Gillette.
"The business of Gillette" is understood to mean the business of The Gillette
Company, including its subsidiaries, affiliates, joint


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venturers, and other entities with which Gillette has a substantial identity of
interest. You acknowledge that if, at any time during the non-competition
period, you perform services for any such competing business without obtaining
prior written approval, The Gillette Company may, in its sole discretion,
immediately terminate all termination settlement payments and settlement
benefits and take whatever other actions it deems appropriate, including an
action to enjoin without bond any breach of this Agreement.

Release of All Claims - The Company wants to be certain that this Termination
Settlement Agreement will resolve any and all dissatisfactions which you might
have and in that regard requests that you carefully consider the following
Release of All Claims.

In consideration of the termination settlement pay and other benefits to be
provided to you, you do hereby, for yourself, your heirs, executors and assigns,
release and agree to indemnify and hold harmless The Gillette Company, its
affiliates, shareholders, directors, officers, employees, and successors from
any and all claims, charges, complaints, damages, or causes of action, now
existing, both known and unknown, of every name and nature, including but not
limited to all claims of breach of contract or misrepresentation, wrongful
discharge, or arising from alleged violations of Title VII of the Civil Rights
Act of 1964, the Age Discrimination in Employment Act, the Older Workers
Benefits Protection Act, the Rehabilitation Act of 1973, the Americans with
Disabilities Act, the Fair Labor Standards Act, the Equal Pay Act, the Employee
Retirement Income Security Act, the Worker Adjustment and Retraining
Notification Act, Chapter 151B of Massachusetts General Laws, or any other
local, state or federal law, regulation or policy or any other claim relating to
or arising out of your employment with The Gillette Company or the termination
thereof, with the sole exception of any rights you may have under the Workers'
Compensation Act, and you further promise not to institute any lawsuit to
challenge the validity of this release or the circumstances surrounding its
execution.

You also acknowledge that, prior to your execution of this release, you have
been provided with the option and opportunity of reviewing this release with
independent counsel of your own choosing, that you are competent to exercise
this release, that the only consideration is the termination settlement pay and
benefits described herein and that no other promise or agreement has been made,
that your agreement to execute this release has not been obtained by any duress
and that you fully understand that this document is intended to be a complete
and legally binding general release.

Governing Law - This Agreement shall be governed by and construed in accordance
with the laws of the Commonwealth of Massachusetts.

Headings - Headings of the various provisions used herein are for convenience of
reference only and shall not alter the meaning of the provisions.


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Severability - You agree that should any of the provisions of this Agreement be
declared or determined by any court to be illegal or invalid, the validity of
the remaining parts, terms or provisions shall not be affected thereby.

Review - No decisions are required of you today. You have adequate time to
review the provisions of this Agreement, and to meet with the appropriate
personnel representatives and/or independent counsel of your own choice. You are
advised to consult with an attorney before signing this Agreement.

If, after review, you agree to and accept the terms and conditions of this
Agreement, please sign and return the enclosed copy not later than 21 days after
your receipt of the Agreement.

Revocation - Federal law provides you with the right to revoke this Agreement
during the seven days following your signing of the Agreement.

I would like to take this opportunity to extend my personal thanks for your past
support and my best wishes for your future.

Sincerely,

THE GILLETTE COMPANY

Robert E. DiCenso

AGREED AND ACCEPTED:

I hereby accept and agree to all of the terms and provisions of this Agreement
as set forth herein.


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Signature                           WITNESS: Signature

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Date


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