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                                                                   EXHIBIT 10(f)

                CONVERSION OF DIRECTORS' VESTED PENSION BENEFIT
                            INTO DEFERRED STOCK UNITS
                         (As Amended November 19, 1998)

*    THE PRESENT VALUE OF VESTED PENSION BENEFIT AS OF 12/31/96 WILL BE
     CALCULATED BY HEWITT ASSOCIATES BASED ON INFORMATION PROVIDED BY GILLETTE.
     A STATEMENT THE PRESENT VALUE AND ASSUMPTIONS WILL BE PROVIDED TO EACH
     DIRECTOR AT THE NOVEMBER 21, 1996, BOARD MEETING.

*    THE NUMBER OF FULL AND PARTIAL DEFERRED STOCK UNITS (DSUs) SHALL BE
     CALCULATED BY DIVIDING THE PRESENT VALUE OF THE VESTED PENSION BENEFIT BY
     THE AVERAGE OF THE HIGH AND LOW STOCK PRICES AS REPORTED ON THE NEW YORK
     STOCK EXCHANGE COMPOSITE INDEX FOR THE LAST TRADING DAY OF THE MONTHS OF
     JULY THROUGH DECEMBER, 1996. THE NUMBER OF DSUs SHALL BE ROUNDED TO THE
     NEAREST THOUSANDTH.

*    FOR ACTIVE DIRECTORS, DEFERRED STOCK UNITS WILL ACCRUE ADDITIONAL DSUs FROM
     DIVIDENDS.

*    THE NUMBER OF ADDITIONAL DSUs FROM DIVIDENDS WILL BE CALCULATED EACH
     QUARTER BY DIVIDING THE AMOUNT OF THE DIVIDEND (THE NUMBER OF DSUs CREDITED
     TO THE DIRECTORS' ACCOUNTS ON THE DIVIDEND RECORD DATE MULTIPLIED BY THE
     DIVIDEND RATE) BY THE FAIR MARKET VALUE (FMV) OF GILLETTE STOCK ON THE
     DIVIDEND PAYMENT DATE. THE FMV SHALL BE CALCULATED BASED UPON THE AVERAGE
     OF THE HIGH AND LOW PRICES FOR GILLETTE STOCK AS REPORTED ON THE NEW YORK
     STOCK EXCHANGE COMPOSITE INDEX FOR THE DIVIDEND PAYMENT DATE.

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*    WHEN A DIRECTOR RETIRES, THE DEFERRED STOCK UNIT ACCOUNT WILL BE CONVERTED
     INTO A FIXED AMOUNT CALCULATED BY MULTIPLYING THE TOTAL NUMBER OF DSUs BY
     THE FAIR MARKET VALUE OF GILLETTE STOCK BASED ON THE AVERAGE OF THE HIGH
     AND LOW STOCK PRICES AS REPORTED ON THE NEW YORK STOCK EXCHANGE COMPOSITE
     INDEX FOR THE 20 TRADING DAYS PRECEDING THE RETIREMENT DATE.


*    FROM THE RETIREMENT DATE THROUGH THE DATE OF PAYOUT, THE CASH VALUE WILL
     ACCRUE INTEREST AT AN INTEREST RATE EQUIVALENT TO THE AVERAGE YIELD ON
     10-YEAR U.S. TREASURY BILLS ON THE FIRST TRADING DAY OF EACH CALENDAR YEAR.
     THE RATE WILL BE ADJUSTED ANNUALLY.

*    THIS CONVERSION WILL BE AUTOMATIC FOR ALL OUTSIDE DIRECTORS WHO HAVE NOT
     ATTAINED AGE 65 AS OF THE DATE OF CONVERSION WHETHER OR NOT THEY ARE VESTED
     UNDER THE CURRENT PLAN. THOSE DIRECTORS WHO ARE NOT YET VESTED WILL BECOME
     FULLY VESTED AS OF DECEMBER 31, 1996.

*    FOR THOSE DIRECTORS WHO HAVE ATTAINED AGE 65 AS OF THE CONVERSION DATE, A
     ONE TIME ELECTION MAY BE MADE BY DECEMBER 15, 1996 TO CONVERT THE PRESENT
     VALUE OF VESTED PENSION BENEFITS INTO DEFERRED STOCK UNITS (DSUs).

*    IF A DIRECTOR DOES NOT CHOOSE TO CONVERT THE PRESENT VALUE OF THE VESTED
     PENSION BENEFIT TO DEFERRED STOCK UNITS, THEN THE PENSION BENEFIT IS FROZEN
     AS OF DECEMBER 31, 1996, AND WILL BE PAID OUT UNDER THE TERMS OF THE
     CURRENT RETIREMENT PLAN FOR DIRECTORS. NO CREDIT FOR FUTURE SERVICE WILL BE
     GIVEN AND THE ANNUAL PENSION


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     BENEFIT PAYMENT WILL BE $28,000, REGARDLESS OF FUTURE INCREASES IN THE
     AMOUNT OF THE BOARD RETAINER.

*    DIRECTORS PARTICIPATING IN THIS PLAN MUST ELECT BY DECEMBER 15, 1996, HOW
     THEY WISH TO RECEIVE PAYMENT OF THE CONVERTED AMOUNTS AFTER RETIREMENT OR
     IN THE EVENT OF A CHANGE IN CONTROL. THE PAYMENTS MAY BE MADE IN UP TO 10
     APPROXIMATELY EQUAL ANNUAL INSTALLMENTS WITH PAYMENTS BEGINNING WITHIN 30
     DAYS FOLLOWING RETIREMENT.

*    UPON THE DEATH OF A DIRECTOR, ANY UNPAID AMOUNTS WILL BE PAID IN A LUMP SUM
     TO THE BENEFICIARY DESIGNATED BY THE DIRECTOR. IF THE DESIGNATED
     BENEFICIARY DOES NOT SURVIVE THE DIRECTOR, OR THE IF THE DIRECTOR DOES NOT
     DESIGNATE A BENEFICIARY, ANY REMAINING UNPAID AMOUNTS WILL BE PAID IN A
     SINGLE LUMP SUM TO THE ESTATE OF THE DIRECTOR. A DIRECTOR MAY DESIGNATE OR
     CHANGE A BENEFICIARY AT ANY TIME BY COMPLETING AND DELIVERING TO THE
     COMPANY A BENEFICIARY DESIGNATION FORM.

*    THIS ACCOUNT WILL BE SEPARATE FROM ANY OTHER DEFERRED STOCK UNIT ACCOUNT
     WHICH THE DIRECTOR MAY HAVE. ANNUAL ACCOUNT STATEMENTS WILL BE PROVIDED TO
     THE DIRECTORS.

*    FOR THOSE RETIRED DIRECTORS CURRENTLY RECEIVING A RETIREMENT BENEFIT, THE
     PROVISIONS OF THE RETIREMENT PLAN FOR DIRECTORS CONTINUE TO APPLY.