Exhibit 10(b)

[THE GILLETTE COMPANY LOGO]

The Gillette Company
2004 Long-Term Incentive Plan

Effective May 20, 2004
(with amendments adopted
through October 2004)

[Revised 10-2004]



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Contents

Article 1. Establishment, Purpose, and Duration
    
    1Article 2. Administration
    
    1Article 3. Shares Subject to the Plan and Maximum Awards
    
    2Article 4. Eligibility and Participation
    
    4Article 5. Stock Options
    
    4Article 6. Stock Appreciation Rights
    
    7Article 7. Restricted Stock and Restricted Stock Units
    
    8Article 8. Performance Shares
    
    10Article 9. Cash-Based Awards and Other Stock-Based Awards
    
    11Article 10. Performance Measures
    
    11Article 11. Dividend Equivalents
    
    13Article 12. Additional Conditions of Awards
    
    13Article 13. Deferrals
    
    15Article 14. Rights of Participants
    
    15Article 15. Covered Transactions and Change of Control
    
    16Article 16. Amendment, Modification, Suspension, and Termination
    
    18Article 17. Withholding
    
    18Article 18. Successors
    
    19Article 19. General Provisions
    
    19Article 20. Definitions
    
    21


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The Gillette Company
2004 Long-Term Incentive Plan

Article 1. Establishment, Purpose, and Duration

1.1 Establishment. The Gillette Company, a Delaware corporation has established this 2004 Long-Term Incentive Plan
(the Plan) as a long-term incentive compensation plan.  The Plan permits the grant of Cash-Based Awards, Nonqualified
Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares,
and Other Stock-Based Awards. The Plan shall become effective on the date of stockholder approval (the Effective Date)
and shall remain in effect as provided in Section 1.3 hereof.

1.2 Purpose of
the Plan. The purpose of the Plan is to promote the interests of the Company and its stockholders by strengthening the
Companys ability to attract, motivate, and retain Employees (including employees who are also Directors) and Nonemployee
Directorsof the Company upon whose judgment, initiative, and efforts the financial success and growth of the business of the
Company depend, and to provide an additional incentive for such individuals through stock ownership and other rights that promote
and recognize the financial success and growth of the Company and create value for stockholders.

1.3 Duration of
the Plan. Unless sooner terminated as provided herein, the Plan shall terminate ten years from the Effective Date. After the
Plan is terminated, no Awards may be granted but Awards previously granted shall remain outstanding in accordance with their
applicable terms. No Incentive Stock Options may be granted more than ten years after December 9, 2003.

Article 2. Administration

2.1 General.
The Committee shall be responsible for administering the Plan, subject to this Article 2 and the other provisions of the Plan.
The Committee may employ attorneys, consultants, accountants, agents, and other persons, any of whom may be an Employee, and
shall be entitled to rely upon the advice, opinions, or valuations of any such persons. All actions taken and all interpretations
and determinations made by the Committee shall be final and binding upon the Participants, the Company, and all other interested
persons.

2.2 Authority
of the Committee. The Committee shall have full discretionary power to interpret the terms and the intent of the Plan and
any Award Agreement or other agreement or document ancillary to or in connection with the Plan, to determine eligibility for Awards
and to adopt such rules, regulations, forms, instruments, and guidelines for administering the Plan, as it may deem necessary
or proper. Such authority shall include, but not be limited to, selecting Award recipients including prospective
Employees and establishing all Award terms and conditions, including the terms and conditions set forth in Award Agreements.
Notwithstanding the foregoing, Awards to Nonemployee Directors shall be made by the Board, and all references in the Plan
to the Committee, where the Committee is referred to as having discretion or authority to grant Awards, shall, as applied to
Awards made to Nonemployee Directors, be construed to refer to the Board. Awards to Nonemployee Directors are not subject
to managements discretion.

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2.3 Delegation.The Committee may delegate to one or more of its members or to one or more officers of the Company, and/or its Subsidiaries or
to one or more agents or advisors such administrative duties or powers as it may deem advisable.  The Committee may also delegate to
one or more officers (each, a delegated officer) of the Company the power to designate Employees (other than the
delegated officer and other than any officer subject to Section 16 of the Exchange Act) to receive Awards under the Plan, on such
terms as the delegated officer determines, subject to the following: (i) any such delegation with respect to Options or other rights
described in Section 157 of the Delaware General Corporation Law, or any successor provision, shall comply with the requirements set
forth therein, and (ii) in the case of any such delegation with respect to other Awards involving the issuance of Shares, the
Committee shall authorize the issuance of the Shares, limiting the aggregate number thereof that shall be subject to Awards to
which the delegation applies, and shall determine the price, if any, to be paid therefor.   Any officer to whom a delegation under
the preceding sentence is made shall report periodically to the Committee, in such detail as the Committee may require,
concerning Awards allocated or granted pursuant to such delegation.  References to the Committee herein shall be deemed to include
any person to whom the Committee has delegated responsibilities under this Section 2.3, to the extent of such delegation.

Article 3. Shares Subject to the Plan and
Maximum Awards

3.1 Number of
Shares Available for Awards.

(a)

Subject to adjustment as provided in Section 3.4, the maximum number of Shares available for issuance to Participants
under the Plan (the Share Authorization) shall be:


(i)

Nineteen million (19,000,000), plus


(ii)

The sum of (1) theauthorized Shares not issued or subject to outstanding awards under the Companys Prior
Plan as of the Effective Date plus (2) any unissued Shares subject tooutstanding awards as of the Effective Date under
the Prior Plan that on or after the Effective Date cease for any reason to be subject to such awards (other than by reason of
exercise or settlement of the awards to the extent they are exercised for or settled in vested and nonforfeitable Shares).


(b)


Subject to the foregoing limit on the number of Shares that may be issued in the aggregate under the Plan, the maximum number
of Shares that may be issued in the following categories shall be as follows:


(i)

No more than thirty seven million (37,000,000) Shares may be issued pursuant to Awards in the form of ISOs; and


(ii)

No more than thirty seven million (37,000,000) Shares may be issued pursuant to Awards in the form of NQSOs; and


(iii)

No more than one million (1,000,000) Shares may be issued pursuant to Awards made to Nonemployee Directors.


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3.2 Share Usage.

(a)

Shares related to Awards that terminate by expiration, forfeiture, cancellation, or otherwise without the issuance of such
Shares, are settled in cash in lieu of Shares, or are exchanged with the Committees permission, prior to the issuance of
Shares, for Awards not involving Shares, are not issued Shares and, consistent with Section 3.1 above, shall be available for
Awards granted under the Plan. If the Option Price of any Option granted under the Plan or the tax withholding requirements with
respect to any Award granted under the Plan are satisfied by tendering Shares to the Company (by either actual delivery or by
attestation), or if shares are tendered for any other purpose under any other form of Award, the number of Shares treated as issued
under the Plan for purposes of Section 3.1 above shall be determined net of any Shares tendered to the Company. The Shares available
for issuance under the Plan may be authorized and unissued Shares or treasury Shares, as the Committee determines.


(b)

The Committee shall have the authority to grant Awards as an alternative to or as the form of payment for grants or rights
earned or due under other compensation plans or arrangements of the Company.


3.3 Annual Award
Limits. The following limits (each an Annual Award Limit, and, collectively, Annual Award Limits) shall
apply to grants of Awards under the Plan:

(a)

Options: The maximum aggregate number of Shares subject to Options granted in any one Plan Year to any one Participant
shall be three million (3,000,000) plus the amount of the Participants unused applicable Annual Award Limit as of the close of
the previous Plan Year.


(b)

SARs: The maximum number of Shares subject to Stock Appreciation Rights granted in any one Plan Year to any one
Participant shall be three million (3,000,000) plus the amount of the Participants unused applicable Annual Award Limit as of
the close of the previous Plan Year.


(c)

Restricted Stock or Restricted Stock Units: The maximum aggregate grant with respect to Awards of Restricted Stock or
Restricted Stock Units granted in any one Plan Year to any one Participant shall be two million (2,000,000) plus the amount of the
Participants unused applicable Annual Award Limit as of the close of the previous Plan Year.


(d)

Performance Shares: The maximum aggregate grant of Performance Shares in any one Plan Year to any one Participant shall
be one and one-half million (1,500,000) Shares plus the amount of the Participants unused applicable Annual Award Limit as of
the close of the previous Plan Year.


(e)

Cash-Based Awards: The maximum aggregate grant amount with respect to Cash-Based Awards granted in any one Plan Year to
any one Participant may not


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exceed ten million dollars ($10,000,000) plus the amount of the Participants unused applicable Annual Award Limit as of
the close of the previous Plan Year.


(f)

Other Stock-Based Awards. The maximum aggregate grant with respect to Other Stock-Based Awards granted in any one Plan
Year to any one Participant shall be one and one-half million (1,500,000) Shares plus the amount of the Participants unused
applicable Annual Award Limit as of the close of the previous Plan Year.


(g)

Awards to Nonemployee Directors. The maximum aggregate grant with respect to Awards made in any one Plan Year to any one
Nonemployee Director shall be twenty thousand (20,000) Shares plus the amount of the Participants unused applicable Annual
Award Limit as of the close of the previous Plan Year.


3.4 Adjustments
in Authorized Shares. In the event of any corporate event or transaction (including, but not limited to, a change in the shares
of the Company or the capitalization of the Company) such as a merger, consolidation, reorganization, recapitalization, separation,
stock dividend, stock split, reverse stock split, split up, spin-off, or other distribution of stock or property of the Company,
combination of Shares, exchange of Shares, dividend in kind, or other like change in capital structure, or a distribution (other
than a normal cash dividend) to stockholders of the Company, or any similar corporate event or transaction, the Committee, in order
to prevent dilution or enlargement of Participants rights under the Plan, shall substitute or adjust, as applicable, the
number and kind of Shares that may be issued under the Plan or under particular forms of Award, the number and kind of Shares
subject to outstanding Awards, the Option Price or Grant Price applicable to outstanding Awards, the Annual Award Limits, and other
value determinations applicable to outstanding Awards.

The Committee may
also make such other adjustments in Awards as are authorized by Article 15 or Article 16. Any adjustment made pursuant to this
Section 3.4 or pursuant to Article 15 or Article 16 that is made with respect to an Award intended to be an ISO shall be made only
to the extent consistent with such intent, and any such adjustment that is made with respect to an Award to a Covered Employee that
is intended to qualify for the performance-based compensation exception under Section 162(m) of the Code shall be made consistent
with that intent. The determination of the Committee as to Award adjustments, if any, shall be conclusive and binding on
Participants under the Plan.

Article 4. Eligibility and Participation

4.1
Eligibility. Individuals eligible to participate in this Plan include all Nonemployee Directors and all key Employees.

4.2 Actual
Participation. Subject to the provisions of the Plan, the Committee may, from time to time, select from all eligible individuals
those to whom Awards shall be granted and the amount, type, and terms of each Award.

Article 5. Stock Options

5.1 Grant of
Options. Subject to the terms and provisions of the Plan, Options may be granted to Participants in such number, and upon such
terms, and at any time and from time to time

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as shall be determined by the Committee; provided
that ISOs may be granted only to eligible Employees of the Company or of any parent or subsidiary corporation (as these terms are
defined in Section 424 of the Code and the regulations thereunder).

5.2 Award
Agreement. Each Option grant shall be evidenced by an Award Agreement that shall specify the Option Price, the maximum duration
of the Option, the number of Shares to which the Option pertains, the conditions upon which an Option shall become vested and
exercisable, and such other provisions as the Committee shall determine that are not inconsistent with the terms of the Plan. The
Award Agreement also shall specify whether the Option is intended to be an ISO or a NQSO.

5.3 Option
Price. The Option Price for each grant of an Option under this Plan shall be as determined by the Committee and shall be
specified in the Award Agreement. The Option Price may be fixed or indexed and shall be equal to or greater than the FMV on the date
of grant of the Shares subject to the Option.

5.4 Duration of
Options. Each Option shall expire at such time as the Committee shall determine at the time of grant; provided, however, that no
Option shall be exercisable later than the tenth (10th) anniversary of the date of its grant.

5.5 Exercise of
Options. Options shall be exercisable at such times and be subject to such restrictions and conditions as the Committee shall in
each instance approve, which terms and restrictions need not be the same for each grant or for each Participant.

5.6 Payment.
Options granted under this Article 5 shall be exercised by the delivery of a notice of exercise to the Company or an agent
designated by the Company in a form specified or accepted by the Committee, or by complying with any alternative procedures which
may be authorized by the Committee, setting forth the number of Shares with respect to which the Option is to be exercised,
accompanied by full payment for the Shares.

The issuance of
Shares with respect to any Option exercise shall be conditioned on full payment of the related Option Price. The Option Price of any
Option shall be payable to the Company either: (a) in cash or its equivalent; (b) by tendering (either by actual delivery or
attestation) previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the Option Price
(provided that, except as otherwise determined by the Committee, the Shares that are tendered must have been held by the Participant
for at least six (6) months prior to their tender to satisfy the Option Price or have been purchased on the open market); (c) by any
other method approved or accepted by the Committee, including, without limitation, if the Committee so determines, a cashless
(broker-assisted) exercise; or (d) by any combination of the foregoing.

Subject to any
governing rules or regulations, as soon as practicable after receipt of written notification of exercise and full payment (including
satisfaction of any applicable tax withholding), the Company shall deliver to the person exercising the Option evidence of book
entry Shares, or upon such persons request, Share certificates in an appropriate amount based upon the number of Shares
purchased under the Option(s).

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Unless otherwise
determined by the Committee, all cash payments under all of the methods indicated above shall be paid in United States dollars.

5.7 Restrictions
on Share Transferability. The Committee may impose such restrictions on any Shares acquired pursuant to the exercise of an
Option granted under this Article 5 as it may deem advisable, including, without limitation, minimum holding period requirements,
restrictions under applicable securities laws, or under the requirements of any stock exchange or market upon which such Shares are
then listed and/or traded.

5.8 Termination
of Employment.Each Participants Award Agreement shall set forth the extent, if any, to which the Participant shall
have the right to exercise the Option following termination of the Participants employment with or provision of services to
the Company and/or its Subsidiaries, as the case may be. Such provisions shall be determined by the Committee, shall be included in
the Award Agreement entered into with each Participant, need not be uniform among all Options issued pursuant to this Article 5, and
may reflect distinctions based on the reasons for termination.

5.9
Transferability of Options.

(a)

Incentive Stock Options. No ISO granted under the Plan may be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated, other than by will or by the laws of descent and distribution. Further, all ISOs granted to a Participant
under this Article 5 shall be exercisable during his or her lifetime only by such Participant.


(b)

Nonqualified Stock Options. Except as otherwise provided in a Participants Award Agreement or otherwise at any time
by the Committee, no NQSO granted under this Article 5 may be sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated, other than by will or by the laws of descent and distribution; provided that the Board or Committee may permit further
transferability, on a general or a specific basis, and may impose conditions and limitations on any permitted transferability.
Further, except as otherwise provided in a Participants Award Agreement or otherwise at any time by the Committee, or unless
the Board or Committee decides to permit further transferability, all NQSOs granted to a Participant under this Article 5 shall be
exercisable during his or her lifetime only by such Participant. With respect to those NQSOs, if any, that are permitted to be
transferred to another person, relevant references in the Plan to the Participant, as determined by the Commit



tee, shall be deemed to include the Participants permitted transferee.


5.10
Notification of Disqualifying Disposition. If any Participant shall make any disposition of Shares issued pursuant to the
exercise of an ISO under the circumstances described in Section 421(b) of the Code (relating to certain disqualifying dispositions),
such Participant shall notify the Company of such disposition within ten (10) days thereof.

5.11
Substituting SARs. In the event the Company no longer uses APB Opinion 25 to account for equity compensation and is required to
or elects to expense the cost of Options pursuant

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to FAS 123 (or a successor standard), the
Committee shall have the ability to substitute, without receiving Participant permission, SARs paid only in Stock (or SARs paid in
Stock or cash at the Committees discretion) for outstanding Options awarded after the adoption of FAS 123; provided, the terms
of the substituted Stock SARs correspond in relevant respects to the terms of the Options and the difference between the Fair Market
Value of the underlying Shares and the Grant Price of the SARs is equivalent to the difference between the Fair Market Value of the
underlying Shares and the Option Price of the Options, as determined by the Committee.

Article 6. Stock Appreciation Rights

6.1 Grant of
SARs. Subject to the terms and conditions of the Plan, SARs may be granted to Participants in such number, and upon such terms,
and at any time and from time to time as shall be determined by the Committee. The Committee may grant Freestanding SARs, Tandem
SARs, or any combination of these forms of SARs.

The Grant Price for
each grant of a Freestanding SAR shall be determined by the Committee and shall be specified in the Award Agreement. The Grant Price
for a Freestanding SAR may be fixed or indexed and shall be equal to or greater than the FMV on the date of grant of the Shares
subject to the Freestanding SAR. The Grant Price of Tandem SARs shall be equal to the Option Price of the related Option.

6.2 SAR
Agreement. Each SAR Award shall be evidenced by an Award Agreement that shall specify the Grant Price, the maximum duration of
the SAR, the number of Shares to which the SAR pertains, the conditions upon which a SAR shall become vested and exercisable, and
such other provisions as the Committee shall determine that are not inconsistent with the terms of the Plan.

6.3 Duration of
SAR. Each SAR shall expire at such time as the Committee shall determine at the time of grant; provided, however, that no SAR
shall be exercisable later than the tenth (10th) anniversary of the date of its grant.

6.4 Exercise of
Freestanding SARs. Freestanding SARs shall be exercisable at such times and be subject to such restrictions and conditions
as the Committee shall in each instance approve, which terms and restrictions need not be the same for each grant or for each
Participant.

6.5 Exercise of
Tandem SARs. Tandem SARs may be exercised for all or part of the Shares subject to the related Option upon the surrender of the
right to exercise the equivalent portion of the related Option. A Tandem SAR may be exercised only with respect to the Shares for
which its related Option is then exercisable.

Notwithstanding any
other provision of this Plan to the contrary, with respect to a Tandem SAR granted in connection with an ISO: (a) the Tandem SAR
will expire no later than the expiration of the underlying ISO; (b) the value of the payout with respect to the Tandem SAR may be
for no more than one hundred percent (100%) of the difference between the Option Price of the underlying ISO and the Fair
Market Value of the Shares subject to the underlying ISO at the time the Tandem SAR is exercised; and (c) the Tandem SAR may be
exercised only when the Fair Market Value of the Shares subject to the ISO exceeds the Option Price of the ISO.

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6.6 Payment of
SAR Amount. Upon the exercise of an SAR, a Participant shall be entitled to receive payment from the Company in an amount
determined by multiplying:

(a)

The difference between the Fair Market Value of a Share on the date of exercise over the Grant Price; by


(b)

The number of Shares with respect to which the SAR is exercised.


The payment upon
SAR exercise may be in cash, Shares, or any combination thereof, or in any other manner approved by the Committee. The
Committees determination regarding the form of SAR payout shall be set forth in the Award Agreement pertaining to the grant of
the SAR.

6.7 Termination
of Employment. Each Award Agreement shall set forth the extent, if any, to which the Participant shall have the right to
exercise the SAR following termination of the Participants employment with or provision of services to the Company and/or its
Subsidiaries, as the case may be. Such provisions shall be determined by the Committee, shall be included in the Award Agreement
entered into with Participants, need not be uniform among all SARs issued pursuant to the Plan, and may reflect distinctions based
on the reasons for termination.

6.8
Nontransferability of SARs. Except as otherwise provided in a Participants Award Agreement or otherwise at any time by the
Committee, no SAR granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated,
other than by will or by the laws of descent and distribution. Further, except as otherwise provided in a Participants Award
Agreement or otherwise at any time by the Committee, all SARs granted to a Participant under the Plan shall be exercisable during
his or her lifetime only by such Participant. With respect to those SARs, if any, that are permitted to be transferred to another
person, relevant references in the Plan to the Participant, as determined by the Committee, shall be deemed to include the
Participants permitted transferee.

6.9 Other
Restrictions. The Committee shall impose such other conditions and/or restrictions on any Shares received upon exercise of a SAR
granted pursuant to the Plan as it may deem advisable or desirable. These restrictions may include, but shall not be limited to, a
requirement that the Participant hold any Shares received upon exercise of a SAR for a specified period of time.

Article 7. Restricted Stock and Restricted
Stock Units

7.1 Grant of
Restricted Stock or Restricted Stock Units. Subject to the terms and provisions of the Plan, Shares of Restricted Stock and/or
Restricted Stock Units may be granted to Participants in such number, and upon such terms, and at any time and from time to time as
shall be determined by the Committee.

7.2 Restricted
Stock or Restricted Stock Unit Agreement. Each Restricted Stock and/or Restricted Stock Unit grant shall be evidenced by an
Award Agreement that shall specify the Period(s) of Restriction, the number of Shares of Restricted Stock or the number of
Restricted Stock Units granted, the conditions upon which Restricted Stock or Restricted Stock Units shall become vested, and such
other provisions as the Committee shall determine that are not inconsistent with the terms of the Plan.

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7.3 Transferability. Except as
provided in this Plan or an Award Agreement, the Shares of Restricted Stock and/or Restricted Stock Units granted herein may
not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable Period of
Restriction established by the Committee and specified in the Award Agreement or otherwise at anytime by the Committee (and in the
case of Restricted Stock Units until the date of delivery or other payment), or upon earlier satisfaction of any other conditions,
as specified by the Committee, and set forth in the Award Agreement or otherwise at any time by the Committee. All rights with
respect to the Restricted Stock and/or Restricted Stock Units granted to a Participant under the Plan shall be available during his
or her lifetime only to such Participant, except as otherwise provided in an Award Agreement or at any time by the Committee.

7.4 Other
Restrictions. The Committee shall impose such other conditions and/or restrictions on any Shares of Restricted Stock or
Restricted Stock Units granted pursuant to the Plan as it may deem advisable including, without limitation, a requirement that
Participants pay a stipulated purchase price for each Share of Restricted Stock or each Restricted Stock Unit, restrictions based
upon the achievement of specific performance goals, time-based restrictions, and/or restrictions under applicable laws or under the
requirements of any stock exchange or market upon which such Shares are listed or traded, or holding requirements or sale
restrictions placed on the Shares by the Company upon vesting of such Restricted Stock or Restricted Stock Units.

Except with respect
to a maximum of five percent (5%) of the Shares authorized in Section 3.1(a) and disregarding the impact of Article 15, any Awards
of Restricted Stock or Restricted Stock Units that vest on the basis of the Participants continued employment with or
provision of service to the Company shall provide for vesting at a rate that is not more rapid than annual pro rata vesting over a
three (3) year period and any Awards of Restricted Stock or Restricted Stock Units that vest upon the attainment of performance
goals shall provide for a performance period of at least twelve (12) months.

To the extent
deemed appropriate by the Committee, the Company may retain the certificates representing Shares of Restricted Stock in the
Companys possession until such time as all conditions and/or restrictions applicable to such Shares have been satisfied or
lapse.

After all
conditions and restrictions under the Plan applicable to an Award under this Article 7 have been satisfied or have lapsed, including
the satisfaction of all applicable tax withholding obligations, then (a) if the Award was an Award of Restricted Stock, the Shares
subject to the Award shall be free of all transfer restrictions imposed under the Plan, and (b) if the Award was an Award of
Restricted Stock Units, the Shares subject to the Award, or cash in lieu thereof, or a combination of Shares and cash, as the
Committee determines, shall be issued and delivered to the holder of the Award.

7.5 Voting
Rights. Except as otherwise specified in an Award Agreement, Participants holding Shares of Restricted Stock shall have full
voting rights with respect to those Shares during the Period of Restriction. A Participant shall have no voting rights with respect
to any Restricted Stock Units granted hereunder except as to Shares actually issued and delivered under such Units.

7.6 Termination
of Employment. Each Award Agreement shall set forth the extent, if any, to which the Participant shall have the right to retain
Restricted Stock and/or Restricted Stock Units

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following termination of the Participants
employment with or provision of services to the Company and/or its Subsidiaries, as the case may be. Such provisions shall be
determined by the Committee, shall be included in the Award Agreement entered into with each Participant, need not be uniform among
all Shares of Restricted Stock or Restricted Stock Units issued pursuant to the Plan, and may reflect distinctions based on the
reasons for termination.

7.7
Section 83(b) Election. The Committee may provide in an Award Agreement relating to Restricted Stock that the Award is
conditioned upon the Participant making or refraining from making an election with respect to the Restricted Stock under Section
83(b) of the Code. If a Participant makes an election pursuant to Section 83(b) of the Code concerning Restricted Stock, the
Participant shall be required to file promptly a copy of such election with the Company.

Article 8. Performance Shares

8.1 Grant of
Performance Shares. Subject to the terms and provisions of the Plan, Performance Shares may be granted in such number, and
upon such terms, which may include requirements of continued service as well as performance conditions, and at any time and from
time to time as shall be determined by the Committee. Each Award under this Article 8 shall specify the performance measures
applicable to the Award, as determined by the Committee, and the period or periods (each, a Performance Period) over
which the performance measures so determined are to be measured. Each Performance Share shall be expressed in units of Shares or
fractions or multiples of Shares and shall provide for payout, if the applicable performance and other Award conditions are met,
based on the value of the underlying Shares, or on appreciation in such value, or on such other Share-related measures of
value as the Committee may determine. For the avoidance of doubt, an Award granted under Articles 5, 6, 7 or 9 may provide for the
acceleration of vesting or payment upon the satisfaction of performance conditions and shall not thereby be considered a Performance
Share Award under this Article 8, but a share based Award that would otherwise be described in Articles 5, 6, 7 or 9 but under which
the satisfaction of performance conditions (other than service) is a precondition to any vesting or exercisability shall be
considered a Performance Share for purposes of the Plan.

8.2 Payment of
Performance Shares. Subject to the terms of this Plan, after the applicable Performance Period has ended, the holder of a
Performance Share shall be entitled to receive such payout, if any, as the Committee determines is owed based on the terms of the
Award. Payment with respect to a Performance Share may be made in the form of cash or in Shares (or in a combination thereof), as
the Committee determines.

8.3 Termination
of Employment. Each Award Agreement shall set forth the extent, if any, to which the Participant shall have the right to retain
Performance Shares following termination of the Participants employment with or provision of services to the Company and/or
its Subsidiaries, as the case may be. Such provisions shall be determined by the Committee, shall be included in the Award Agreement
entered into with each Participant, need not be uniform among all Awards of Performance Shares issued pursuant to the Plan, and may
reflect distinctions based on the reasons for termination.

8.4
Nontransferability. Except as otherwise provided in a Participants Award Agreement or otherwise at any time by the
Committee, Performance Shares may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by
will or by the laws of

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descent and distribution. Further, except as
otherwise provided in a Participants Award Agreement or otherwise at any time by the Committee, a Participants rights
under the Plan shall be exercisable during his or her lifetime only by such Participant. With respect to those Performance Shares,
if any, that are permitted to be transferred to another person, relevant references in the Plan to a Participant, as determined by
the Committee, shall be deemed to include the Participants permitted transferee.

Article 9. Cash-Based Awards and Other
Stock-Based Awards

9.1 Grant of
Cash-Based Awards. Subject to the terms and provisions of the Plan, Cash-Based Awards may be granted in such number, and
upon such terms, and at any time and from time to time as shall be determined by the Committee. Each such Award shall be evidenced
by an Award Agreement that shall specify the maximum duration of the Cash-Based Award, the amount of cash to which the Cash-Based
Award pertains, the conditions upon which the Cash-Based Award shall become vested or exercisable, and such other provisions as the
Committee shall determine which are not inconsistent with the terms of the Plan.

9.2 Other
Stock-Based Awards. Subject to the terms and provisions of the Plan, Other Stock-Based Awards may be granted in such number, and
upon such terms, and at any time and from time to time as shall be determined by the Committee. Such Awards shall be evidenced by an
Award Agreement that shall specify the maximum duration of the Other Stock-Based Award, the number of Shares to which the Other
Stock-Based Award pertains, the conditions upon which the Other Stock-Based Award shall become vested and exercisable, and such
other provisions as the Committee shall determine which are not inconsistent with the terms of the Plan.

9.3 Payment of
Cash-Based and Other Stock-Based Awards. Each Cash-Based Award shall specify a cash-denominated payment amount or payment ranges
as determined by the Committee. Each Other Stock-Based Award shall be expressed in terms of Shares or units based on Shares, as
determined by the Committee. Payment, if any, with respect to a Cash-Based Award or an Other Stock-Based Award shall be made in
accordance with the terms of the Award and, subject to such terms, may be made under either form of Award in cash or in Shares, as
the Committee determines.

9.4 Termination
of Employment. Each Participants Award Agreement shall set forth the extent, if any, to which the Participant shall have
the right to receive payment under Cash-Based Awards or Other Stock-Based Awards following termination of the Participants
employment with or provision of services to the Company and/or its Subsidiaries, as the case may be. Such provisions shall be
determined by the Committee, shall be included in the Award Agreement entered into with each Participant, need not be uniform among
all Cash-Based Awards or Other Stock-Based Awards issued pursuant to the Plan, and may reflect distinctions based on the reasons for
termination.

9.5
Nontransferability. Except as otherwise determined by the Committee, neither Cash-Based Awards nor Other Stock-Based Awards may
be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and
distribution. Further, except as otherwise provided by the Committee, a Participants rights under the Plan, if exercisable,
shall be exercisable during his or her lifetime only by such Participant. With respect to those Cash-Based Awards or Other
Stock-Based Awards, if any, that are permitted to be transferred to another person, relevant references in the Plan to a
Participant, as determined by the Committee, shall be deemed to include the Participants permitted transferee.

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Article 10. Performance Measures

10.1 Performance
Measures. The performance goals upon which the payment or vesting of an Award to a Covered Employee that is intended to qualify
as Performance-Based Compensation shall be objectively determinable goals based upon one or more of the following Performance
Measures:

(a)


Net earnings or net income (before or after taxes);


(b)


Net income per share;


(c)


Net sales growth;


(d)


Net operating profit;


(e)


Return measures (including, but not limited to, return on invested capital, assets, equity, or net sales);


(f)


Cash flow (including, but not limited to, operating cash flow, free cash flow, and cash flow return on capital);


(g)


Income before or after taxes, interest, depreciation, and/or amortization;


(h)


Gross or operating margins;


(i)


Productivity ratios;


(j)


Share price (including, but not limited to, growth measures and total stockholder return);


(k)


Expense targets;


(l)


Margins;


(m)


Operating efficiency;


(n)


Working capital targets; and


(o)


Economic Value Added or EVA®(net operating profit after taxes minus the sum of capital multiplied by the cost of
capital)


Performance
Measures may be applied to any or any combination of the Company and its Subsidiaries on a consolidated basis or, as the context
permits, on a divisional, entity, line of business, project or geographical basis or in combinations thereof. If the Committee so
determines, performance goals may relate to performance under one or more of the Performance Measures as hereinabove described
compared to the performance of a group of comparator companies or another index or indices. The Committee also has the authority to
provide for accelerated vesting of any Award based on the achievement of performance goals pursuant to the Performance Measures
specified in this Article 10.

10.2 Evaluation
of Performance. The Committee may provide in any such Award that any evaluation of performance may include or exclude any of the
following events that are objectively determinable and that occur during a Performance Period: (a) asset write-downs, (b)
litigation, claims, judgments, or settlements, (c) the effect of changes in tax laws, accounting principles, or other laws or
provisions affecting reported results, (d) any reorganization and restructuring programs, (e) extraordinary nonrecurring items as
described in Accounting Principles Board Opinion No. 30 and/or in managements discussion and analysis of financial condition
and results of operations appearing in the Companys annual report to stockholders for the applicable year, (f) acquisitions,
divestitures, joint ventures, or alliances, and (g) foreign exchange gains and losses. To the extent such inclusions or exclusions
affect Awards to Covered Employees, they shall be prescribed in a form that meets the requirements of Code Section 162(m) for
deductibility.

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10.3 Adjustment
of Performance-Based Compensation. Awards that are designed to qualify as Performance-Based Compensation, and that are held by
Covered Employees, may not be adjusted upward. The Committee may adjust such Awards downward, either on a formula or a discretionary
basis or any combination, as the Committee determines.

10.4 Other
Changes. In the event that applicable tax and/or securities laws change to permit Committee discretion to alter the governing
Performance Measures without obtaining stockholder approval of such changes, the Committee may make such changes without obtaining
stockholder approval. In addition, in the event that the Committee determines that it is advisable to grant Awards that shall not
qualify as Performance-Based Compensation, the Committee may make such grants without satisfying the requirements of Code Section
162(m) and may base vesting on Performance Measures other than those set forth in Section 10.1.

Article 11. Dividend Equivalents

Any Participant
selected by the Committee may be granted dividend equivalents based on the dividends declared on Shares that are subject to any
Award but that have not been issued or delivered, to be credited as of dividend payment dates during the period between the date the
Award is granted and the date the Award is exercised, vests or expires, as determined by the Committee. Such dividend equivalents
shall be converted to cash or additional Shares by such formula and at such time and subject to such limitations as may be
determined by the Committee.

Article 12. Additional Conditions of
Awards

Except as otherwise
provided in an Award Agreement or an employment agreement between an Employee Participant and the Company, the following additional
provisions shall govern Awards granted under the Plan.

12.1 Additional
Conditions of Awards.With respect to any Option or other Award granted under this Plan, the following terms and conditions
shall apply:

(a)


Unless otherwise provided pursuant to a termination settlement agreement with the Company or any of its subsidiaries, while the
Participant is employed by the Company and for a period of eighteen (18) months after the termination or cessation of such
employment for any reason, the Participant shall not directly or indirectly:


(i)

As an employee, consultant, independent contractor, officer, director, individual proprietor, investor, partner, stockholder,
agent, principal, joint venturer, or in any other capacity whatsoever (other than as the holder of not more than one percent of the
combined voting power of the outstanding stock of a publicly held corporation or company), be employed, work, consult, advise,
assist, or engage in any activity regarding any business, product, service or other matter which: (A) is substantially similar to or
competes with any business, product, service or other matter regarding which the Participant worked for the Company, or any of its
subsidiaries, during the three (3) years prior to Participants termination of employment; or (B) concerns subject matters
about which Participant gained proprietary information of the Company, or any of its subsidiaries, during the three (3) year period
prior to the Participants termination of employment;


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(ii)

Either alone or in association with others, solicit, divert or take away, or attempt to divert or to take away, the business or
patronage of any of the clients, customers or accounts, or prospective clients, customers or accounts, of the Company which were
contacted, solicited or served, directly or indirectly, by Participant while employed by the Company; or


(iii)

Either alone or in association with others: (A) solicit or encourage any employee or independent contractor of the Company to
terminate his or her relationship with the Company; or (B) recruit, hire or solicit for employment or for engagement as an
independent contractor, any person who is or was employed by the Company at any time during the Participants employment with
the Company; provided, that this Paragraph (iii) shall not apply to such person whose employment with the Company has been
terminated for a period of six months or longer.


(b)


The Participant shall not disclose or use at any time any secret or confidential information or knowledge obtained or acquired
by the Participant during, after, or by reason of, employment with the Company or any of its subsidiaries, as provided under
applicable law and any and all agreements between the Participant and the Company or any of its subsidiaries regarding
Participants employment with the Company or the subsidiary.


(c)


In accordance with any and all agreements between the Participant and the Company or any of its subsidiaries regarding the
Participants employment, the Participant shall disclose promptly and transfer and assign to the Company all improvements and
inventions in certain fields made or conceived by the Participant during employment with the Company or the subsidiary and within
the prescribed periods thereafter.


(d)


To the extent permitted by law, the Participant shall not make, publish or state, or cause to be made, published or stated, any
defamatory or disparaging statement, writing or communication pertaining to the character, reputation, business practices,
competence or conduct of the Company, its subsidiaries, stockholders, directors, officers, employees, agents, representatives or
successors.


12.2
Geographic Scope of Provisions.The geographic scope of the provisions of Section 12.1(a) above shall extend to anywhere the
Company or any of its subsidiaries is doing business, has done business or intends to do business. If any restriction set forth in
Section 12.1(a) above is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period
of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the
maximum period of time, range of activities or geographic area as to which it may be enforceable.

12.3 Effect of
Change of Control on Conditions. In the event of a Change of Control, the restrictions contained in Sections 12.1(a)(i),
12.1(a)(iii) and 12.1(d) above shall cease and the Participant shall no longer be bound by the obligations thereunder.

12.4
Consequences of Violation of Conditions. If the Company reasonably determines that a Participant has materially violated any of
the Participants obligations under Section 12.1 above, or if

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a Participant is terminated for Cause, then, in
addition to any other remedies at law or in equity it may have, the Company shall have the following rights and remedies:

(a)


The Company may cancel any and all Awards granted to the Participant, including grants that according to their terms are vested,
effective as of the date on which such violation began (the Violation Date); and


(b)


The Company may demand the return of any gain realized by the Participant as a result of the Participants exercise of,
vesting in or receipt of any Award during the period commencing one year prior to the Participants termination of employment
and continuing through the Violation Date. Upon demand, the Participant shall pay to the Company the amount of any gain realized or
payment received as a result of such exercises, vestings, or receipts. At the option of the Company, such payment shall be made by
returning to the Company the number of shares of common stock of the Company which the Participant received in connection with such
exercise (with the Company then refunding the option price paid by the Participant), vesting, or receipt, or in cash in the amount
of the gain realized. If after such demand the Participant fails to return said shares or amounts, the Company shall have the right
to offset said amounts against any amounts, including compensation, owed to the Participant by the Company or to commence judicial
proceedings against the Participant to recover said shares or amounts.


The provisions of
this Section 12.4 shall be in addition to any other forfeitures or penalties required by applicable law.

12.5 Effect on
Other Non-Competition Restrictions. The non-competition restrictions set forth in Section 12.1(a) supersede any non-competition
restrictions of less than eighteen (18) months in duration set forth in any employment agreement between a Participant and the
Company or any subsidiary or predecessor.

Article 13. Deferrals

The Committee may
permit or require a Participant to defer such Participants receipt of the payment of cash or the delivery of Shares that would
otherwise be due to such Participant by virtue of the exercise of an Option or SAR, the lapse or waiver of restrictions with respect
to Restricted Stock Units, or payment in respect of Performance Shares, Cash-Based Awards, and Other Stock-Based Awards. If any such
deferral election is required or permitted, the Committee shall establish rules and procedures for such payment deferrals.

Article 14. Rights of Participants

14.1
Employment. Nothing in the Plan or an Award Agreement shall interfere with or limit in any way the right of the Company and/or
its Subsidiaries to terminate any Participants employment or service on the Board at any time or for any reason or confer upon
any Participant any right to continue his or her employment or service as a Nonemployee Director for any specified period of time.

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Neither an Award
nor any benefits arising under this Plan shall constitute an employment contract with the Company and/or its Subsidiaries. Subject
to Articles 2 and 16, this Plan and the benefits hereunder may be terminated at any time pursuant to Article 16 without giving rise
to any liability on the part of the Company and/or its Subsidiaries.

14.2
Participation. No individual shall have the right to be selected to receive an Award under this Plan, or, having been so
selected, to be selected to receive a future Award.

14.3 Rights as a
Stockholder. Except as otherwise provided herein, a Participant shall have none of the rights of a stockholder with respect to
Shares covered by any Award until the Participant becomes the record holder of such Shares.

Article 15. Covered Transactions and Change of
Control

15.1 Covered
Transactions. Unless otherwise specified in an Award Agreement, in the event of a covered transaction (as
hereinafter defined) in which there is an acquiring or surviving entity, the Committee may provide for the assumption of some or all
outstanding Awards, or for the grant of new Awards in substitution therefor, by the acquirer or survivor or an affiliate of the
acquirer or survivor, in each case on such terms and subject to such conditions as the Committee determines. The terms and
conditions of any substitute Award shall be substantially equivalent to the terms and conditions of the Award that it replaces,
taking into account changes necessitated by the covered transaction, all as determined by the Committee. In the absence of such an
assumption or if there is no substitution, except as otherwise provided in the Award each Stock Option, SAR and other Award
requiring exercise will become fully exercisable, and the delivery of Shares or cash issuable or payable under each other
outstanding Award will be accelerated, prior to the covered transaction, in each case (where Shares are to be delivered) on a basis
that gives the holder of the Award a reasonable opportunity, as determined by the Committee, following exercise of the Award or the
issuance of the Shares, as the case may be, to participate as a stockholder in the covered transaction, and the Award will terminate
upon consummation of the covered transaction. In the case of Restricted Stock or other Award subject to restrictions, the Committee
may require that any amounts delivered, exchanged or otherwise paid in respect of such Shares or under the Award in connection with
the covered transaction be placed in escrow or otherwise made subject to such restrictions as the Committee deems appropriate to
carry out the intent of the Plan. For purposes of the foregoing, a covered transaction is any of (i) a consolidation,
merger, or similar transaction or series of related transactions in which the Company is not the surviving corporation or which
results in the acquisition of all or substantially all of the Companys then outstanding common stock by a single person or
entity or by a group of persons and/or entities acting in concert, (ii) a sale or transfer of all or substantially all the
Companys assets, or (iii) a dissolution or liquidation of the Company. Where a covered transaction involves a tender offer
that is reasonably expected to be followed by a merger described in clause (i) (as determined by the Committee), the covered
transaction shall be deemed to have occurred upon consummation of the tender offer.

15.2 Change of
Control of the Company. Unless otherwise specified in an Award Agreement or an employment agreement between an Employee
Participant and the Company, in the event of a Change of Control, whether or not such Change of Control also constitutes a
covered transaction as defined in Section 15.1 above, the following provisions shall apply. In the case of a transaction
that qualifies as both a Change of Control and a covered transaction as so defined, the vesting provisions of this
Section 15.2 shall be applied whether or not there is an assumption or

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substitution under Section 15.1, but the
provisions of this Section 15.2 relating to exercise or enjoyment of an Award following the Change of Control shall apply only to
the extent the Award is continued (through assumption or substitution) in connection with the transaction.

(a)


All outstanding Options and SARs held by Participants which are not yet exercisable on the date such Change of Control first
occurs shall become immediately exercisable and all the rights and benefits relating to such Options and SARs including, but not
limited to, periods during which such Options and SARs may be exercised shall become fixed and not subject to change or revocation
by the Company except as otherwise provided under Article 16;


(b)


In the event that, within two (2) years of a Change of Control, the employment of an employee Participant is terminated by the
Company for any reason other than for Cause, or the employee Participant terminates employment for Good Reason, or the service as a
Nonemployee Director is terminated, the applicable exercise period for all Options and SARs (including substituted or assumed
Awards, if any, in the case of a Change of Control that is also subject to Section 15.1) held by him or her at termination of
employment shall be the greater of (i) a period of two (2) years from the date of termination, and (ii) the post-termination
exercise period otherwise applicable to the employee Participant pursuant to Section 5.8 or 6.7, as applicable, as prescribed by the
Committee or set forth in the employee Participant's Award Agreement; provided, however, that in no event shall any Option or SAR be
exercisable beyond ten (10) years from its date of grant;


(c)


Any Period of Restriction and restrictions imposed on Restricted Stock or Restricted Stock Units shall lapse, and, any Shares
subject to Restricted Stock Unit Awards shall be delivered on a basis that gives the holder of the Award a reasonable opportunity,
as determined by the Committee, to participate as a stockholder in the Change of Control transaction;


(d)


The target payout opportunities attainable under all outstanding Awards subject to performance conditions shall be deemed to
have been fully earned on the same basis as if targeted performance had been attained for the Performance Period;


(i)

The vesting of all Awards denominated in Shares shall be accelerated as of the effective date of the Change of Control, and
shall be paid out to Participants prior to the effective date of the Change of Control. The Committee has the authority to pay all
or any portion of the value of the Shares in cash; and


(ii)

Awards denominated in cash shall be paid to Participants in cash prior to the effective date of the Change of Control; and


(e)


Upon a Change of Control, unless otherwise specifically provided in a written agreement entered into between the Participant and
the Company, all conditions for payment to which outstanding Cash-Based Awards and Other Stock-Based


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Awards may be subject will be deemed satisfied, and the Committee shall pay out all such
Awards.


Article 16. Amendment, Modification,
Suspension, and Termination

16.1 Amendment
of the Plan or Awards. The Board of Directors or the Committee may, at any time and from time to time, alter, amend,
modify, suspend, or terminate the Plan or any Award Agreement in whole or in part; provided, however, that, no amendment of the
Plan shall be made without shareholder approval if shareholder approval is required by law, regulation, or stock exchange rule; and
further provided no such amendment shall adversely affect the rights of any Participant (without his or her consent) under any Award
theretofore granted or other contractual arrangements entered into before or after a covered transaction or Change of
Control or deprive any Participant of any right or benefit which became operative in the event of a covered transaction
or Change of Control.

16.2 Adjustment
of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events. The Committee may make adjustments in the terms and
conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events (including, without limitation,
the events described in Section 3.4 hereof) affecting the Company or the financial statements of the Company or of changes in
applicable laws, regulations, or accounting principles, whenever the Committee determines that such adjustments are appropriate in
order to prevent unintended dilution or enlargement of the benefits or potential benefits intended to be made available under the
Plan. The determination of the Committee as to the foregoing adjustments, if any, shall be conclusive and binding on Participants
under the Plan. In the case of performance-based awards to a Covered Employee that are intended to be exempt under Section 162(m) of
the Code, adjustments by the Committee shall be made consistent with Article 10 and only to the extent consistent with such
exemption.

16.3 Replacement
Awards. The Company may grant Awards under the Plan on terms differing from those provided for in the Plan where such Awards are
granted in substitution for Awards held by employees of other corporations who concurrently become employees of the Company or a
subsidiary as the result of a merger or consolidation of the employing corporation with the Company or subsidiary, or the
acquisition by the Company or a subsidiary of property or stock of the employing corporation. The Committee may direct that the
substitute Awards be granted on such terms and conditions as the Committee considers appropriate in the circumstances. Shares
subject to a substitute or replacement Award granted pursuant to this Section 16.3, or subject to Awards assumed in connection with
a transaction described in this Section 16.3, shall not count against the Share limitations described in Article 3, nor shall the
Award limitations described in Article 3 apply to such substitute, replacement, or assumed Awards, in each case except as may
otherwise be required to satisfy the ISO rules under Section 422 of the Code or other applicable legal or stock exchange
requirements.

Article 17. Withholding

17.1 Tax
Withholding. The Company shall have the power and the right to deduct or withhold, or require a Participant to remit to the
Company, such amounts as the Company determines are necessary or desirable to satisfy, or are required by law or regulation to be
withheld, with respect to any taxable event arising as a result of this Plan.

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17.2 Share
Withholding. With respect to withholding required upon the exercise of Options or SARs, upon the lapse of restrictions on
Restricted Stock and Restricted Stock Units, or upon the achievement of performance goals related to Performance Shares, or any
other taxable event arising as a result of an Award granted hereunder, Participants may elect, subject to the approval of the
Committee, to satisfy the withholding requirement, in whole or in part, by having the Company withhold Shares having a Fair Market
Value on the date the tax is to be determined equal to the minimum statutory total tax that could be imposed on the transaction. All
such elections shall be irrevocable, made in writing, and signed by the Participant, and shall be subject to any restrictions or
limitations that the Committee deems appropriate.

Article 18. Successors

All obligations of
the Company under the Plan with respect to Awards granted hereunder shall be binding on any successor to the Company, its business
or its assets whether by direct or indirect purchase, merger, consolidation, or otherwise.

Article 19. General Provisions

19.1 Forfeiture
Events. The Committee may specify in an Award Agreement that the Participants rights, payments, and benefits with respect
to an Award shall be subject to reduction, cancellation, forfeiture, or recoupment upon the occurrence of certain specified events,
in addition to any otherwise applicable vesting or performance conditions of an Award. Such events may include, but shall not be
limited to, termination of employment for cause, termination of the Participants provision of services to the Company and/or
Subsidiary, violation of material Company and/or Subsidiary policies, breach of noncompetition, confidentiality, or other
restrictive covenants that may apply to the Participant, or other conduct by the Participant that is detrimental to the business or
reputation of the Company and/or its Subsidiaries.

19.2
Legend. The certificates for Shares may include any legend which the Committee deems appropriate to reflect any restrictions
on transfer of such Shares.

19.3
Severability.In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or
invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or
invalid provision had not been included.

19.4
Requirements of Law.The granting of Awards and the issuance of Shares under the Plan shall be subject to all applicable
laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be
required.

19.5 Inability
to Obtain Authority.The inability of the Company to obtain authority from any regulatory body having jurisdiction, which
authority is deemed by the Companys counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall
relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority
shall not have been obtained.

19.6 Investment
Representations.The Committee may require any person receiving Shares pursuant to an Award under this Plan to represent
and warrant in writing that the person is acquiring the Shares for investment and without any present intention to sell or
distribute such Shares.

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19.7 Employees
Based Outside of the United States. Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws
in other countries in which the Company and/or its Subsidiaries operate or have Employees and/or Nonemployee Directors, the
Committee shall have the power and authority, in addition to such power and authority it otherwise has under the Plan, to:

(a)


Determine which Subsidiaries shall be covered by the Plan;


(b)


Determine which Employees and/or Nonemployee Directors, outside the United States are eligible to participate in the Plan;


(c)


Modify the terms and conditions of any Award granted to Employees and/or Nonemployee Directors, outside the United States to
comply with applicable foreign laws;


(d)


Establish subplans and modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or
advisable. Any subplans and modifications to Plan terms and procedures established under this Section 19.7 by the Committee shall be
attached to this Plan document as appendices; and


(e)


Take any action, before or after an Award is made, that it deems advisable to obtain approval or comply with any necessary local
government regulatory exemptions or approvals.


Notwithstanding
the above, the Committee may not take any actions hereunder, and no Awards shall be granted, that would violate applicable law.

19.8
Uncertificated Shares. To the extent that the Plan provides for issuance of certificates to reflect the transfer of Shares, the
transfer of such Shares may be effected on a noncertificated basis, to the extent not prohibited by applicable law or the rules of
any stock exchange.

19.9 Unfunded
Plan.Participants shall have no right, title, or interest whatsoever in or to any investments that the Company, and/or
its Subsidiaries may make to aid it in meeting its obligations under the Plan. Nothing contained in the Plan, and no action taken
pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship between the
Company and any Participant, beneficiary, legal representative, or any other person. To the extent that any person acquires a right
to receive payments from the Company and/or its Subsidiaries under the Plan, such right shall be no greater than the right of an
unsecured general creditor of the Company or a Subsidiary, as the case may be. All payments to be made hereunder shall be paid from
the general funds of the Company or a Subsidiary, as the case may be and no special or separate fund shall be established and no
segregation of assets shall be made to assure payment of such amounts except as expressly set forth in the Plan. The Plan is not
subject to ERISA.

19.10 No
Fractional Shares. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award. The Committee shall
determine whether cash, Awards, or other property shall be

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issued or paid in lieu of fractional Shares or
whether such fractional Shares or any rights thereto shall be forfeited or otherwise eliminated.

19.11
Retirement and Welfare Plans. Neither Awards made under the Plan nor Shares or cash paid pursuant to such Awards, except
pursuant to Covered Employee Annual Incentive Awards, will be included as compensation for purposes of computing the
benefits payable to any Participant under the Companys or any Subsidiarys retirement plans (both qualified and
non-qualified) or welfare benefit plans unless such other plan expressly provides that such compensation shall be taken into account
in computing a participants benefit.

19.12
Nonexclusivity of the Plan. The adoption of this Plan shall not be construed as creating any limitations on the power of the
Board or Committee, or the Company or any Subsidiary, to adopt such other compensation arrangements as it may deem desirable in the
case of any Participant.

19.13 No
Constraint on Corporate Action. Nothing in this Plan shall be construed to: (i) limit, impair, or otherwise affect the
Companys or a Subsidiarys right or power to make adjustments, reclassifications, reorganizations, or changes of its
capital or business structure, or to merge or consolidate, or dissolve, liquidate, sell, or transfer all or any part of its business
or assets; or, (ii) limit the right or power of the Company or a Subsidiary to take any other action which such entity deems to be
necessary or appropriate.

19.14 Governing
Law. Except as to matters concerning the issuance of Shares or other matters of corporate governance, which shall be determined
and related Plan and Award provisions construed under the General Corporation Law of the State of Delaware, the Plan and each Award
Agreement shall be governed by the laws of the Commonwealth of Massachusetts, excluding any conflicts or choice of law rule or
principle that might otherwise refer construction or interpretation of the Plan to the substantive law of another jurisdiction.
Unless otherwise provided in the Award Agreement, recipients of an Award under the Plan are deemed to submit to the exclusive
jurisdiction and venue of the federal or state courts of Massachusetts, to resolve any and all issues that may arise out of or
relate to the Plan or any related Award Agreement.

Article 20. Definitions

Whenever used in
the Plan, the following terms shall have the meanings set forth below, and when the meaning is intended, the initial letter of the
word shall be capitalized.

20.1


Annual Award Limit or Annual Award Limits have the meaning set forth in Section 3.3.


20.2

Award means, individually or collectively, a grant under this Plan of Cash-Based Awards,
Nonqualified Stock Options, Incentive Stock Options, SARs, Restricted Stock, Restricted Stock Units, Performance Shares, or Other
Stock-Based Awards, in each case subject to the terms of this Plan.


20.3

Award Agreement means an agreement entered into and executed by the Company and a Participant
setting forth the terms and provisions applicable to an Award granted under this Plan.


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20.4


Board or Board of Directors means the Board of Directors of the Company.


20.5


Cash-Based Award means an Award granted to a Participant as described in Section 9.1.


20.6


Cause: For the purposes of the Plan, unless otherwise provided under the terms of an employment agreement
with the Company or any of its Subsidiaries, in which case the definition contained therein shall control, a discharge for
Cause shall have occurred where a Participant is terminated because of:


(a)

The Participants continued failure to perform substantially his or her duties with the Company or any of its Subsidiaries
(other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for performance is
delivered to Participant by an officer or a senior manager of the Company or the Subsidiary which identifies the manner in which the
Board or the elected officer or manager believes that Participant has not performed his or her duties;


(b)

The Participants engaging in illegal conduct or gross misconduct which is materially and demonstrably injurious to the
Company or the subsidiary; or


(c)

The Participants conviction of a felony or a plea of nolo contendere by Participant with respect to a felony.


20.7

Change of Control means any of the following events:


(a)

The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the Exchange Act)) (a Person) of beneficial ownership (within the meaning
of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (A) the then-outstanding shares of common stock of the
Company (the Outstanding Company Common Stock) or (B) the combined voting power of the then-outstanding voting
securities of the Company entitled to vote generally in the election of directors (the Outstanding Company Voting
Securities); provided, however, that, for purposes of this Paragraph (a), the following acquisitions shall not constitute a
Change of Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any
employee benefit plan (or related trust) sponsored or maintained by the Company or any of its subsidiaries or (iv) any acquisition
by any corporation pursuant to a  transaction that complies with clauses (A), (B) and (C) of Paragraph (c) below;


(b)

Individuals who, as of December 16, 1999, constitute the Board of Directors (the Board) of the Company (the
Incumbent Board) cease for any reason to constitute at least a majority of the Board; provided, however, that any
individual becoming a director subsequent to the date thereof whose election, or nomination for election by the Companys
stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be
considered


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as though such
individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of
office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other
actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board;

(c)

Consummation of a reorganization, merger, consolidation or sale or other disposition of all or substantially all of the assets
of the Company (a Business Combination), in each case, unless, following such Business Combination, (A) all or
substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Stock and the
Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more
than 60% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities
entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business
Combination (including, without limitation, a corporation that, as a result of such transaction, owns the Company or all or
substantially all of the Companys assets either directly or through one or more subsidiaries) in substantially the same
proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and the
Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding any corporation resulting from such Business
Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business
Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then-outstanding shares of common stock of
the corporation resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of
such corporation, except to the extent that such ownership existed prior to the Business Combination, and (C) at least a majority of
the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent
Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination;
or


(d)

Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.


20.8


Code means the U.S. Internal Revenue Code of 1986, as amended from time to time.


20.9


Committee means the Compensation and Human Resources Committee of the Board.


20.10


Company means The Gillette Company, a Delaware corporation, and any successor thereto as provided in
Article 18 herein.


20.11


Covered Employee means a Participant who is a covered employee, as defined in Code Section 162(m)
and the regulations promulgated under Code Section 162(m), or any successor statute.


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20.12


Director means any individual who is a member of the Board of Directors of the Company.


20.13


Effective Date has the meaning set forth in Section 1.1.


20.14


Employee means any employee of the Company and/or Subsidiaries.


20.15

Exchange Act means the Securities Exchange Act of 1934, as amended from time to time, or any successor act
thereto.


20.16


Fair Market Value or FMVmeans a price that is based on the opening, closing, actual,
high, low, or average selling prices of a Share on the New York Stock Exchange on the applicable date, the preceding trading days,
the next succeeding trading day, or an average of trading days, as determined by the Committee. In the case of any Option intended
to qualify as an ISO, or an Option or SAR intended to satisfy the performance-based compensation exception requirements of Section
162(m) of the Code by reason of the special stock option/stock appreciation right rules under Section 162(m) of the Code, Fair
Market Value (FMV) shall be determined on a basis that is consistent with such intent.


20.17


Freestanding SAR means an SAR that is granted independently of any Options, as described in Article 6.


20.18


Good Reason means, for the purposes of the Plan, unless otherwise provided under the terms of an employment
agreement with the Company or any of its Subsidiaries, in which case the definition contained therein shall control, an employee
Participant terminating his or her employment as a direct result of:


(a)

The assignment to the Participant of any duties materially inconsistent in any respect with the Participants position
(including status, offices, titles and reporting requirements), authority, duties or responsibilities as in effect immediately prior
to the Change of Control, or any other action by the Company or its Subsidiaries that results in a diminution in such position,
authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad
faith and that is promptly remedied by the Company and/or the Subsidiary;


(b)

A decrease in the Participants compensation, other than an isolated, insubstantial and inadvertent failure not occurring
in bad faith and that is promptly remedied by the Company and/or the Subsidiary; or


(c)

The Companys or the Subsidiarys requiring the Participant to be based at any office or location other than (A) the
office or where the Participant was based and performed services immediately prior to the Change of Control or (B) any other
location less than 35 miles from such office, or the Companys or the Subsidiarys requiring the Participant to travel on
business to a substantially greater extent than required immediately prior to the Change of Control.


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20.19


Grant Pricemeans the price established at the time of grant of a SAR pursuant to Article 6, used to
determine whether there is any payment due upon exercise of the SAR.


20.20


Incentive Stock OptionorISOmeans an Option to purchase Shares granted under Article 5
to an Employee and that is designated as an Incentive Stock Option and that is intended to meet the requirements of Code
Section 422, or any successor provision.


20.21


Nonemployee Director has the same meaning set forth in Rule 16b-3 promulgated under the Exchange Act, or any
successor definition adopted by the United States Securities and Exchange Commission.


20.22


Nonqualified Stock Option or NQSO means an Option that is intended not to be an ISO,
or that otherwise does not meet the requirements of Code Section 422.


20.23


Option means an Incentive Stock Option or a Nonqualified Stock Option, as described in Article 5.


20.24


Option Price means the price at which a Share may be purchased by a Participant pursuant to an Option.


20.25


Other Stock-Based Awardmeans an Award denominated in Shares that is not described in Articles 5, 6, 7, or 8.


20.26


Participant means any eligible person as set forth in Article 4 to whom an Award is granted.


20.27


Performance-Based Compensation means an Award that is intended to deliver compensation that satisfies the
performance-based compensation exception requirements of Section 162(m) of the Code, other than any such Award that is an Option or
an SAR and that satisfies such requirements by reason of the special stock option/stock appreciation right rules under Section
162(m).


20.28


Performance Measures means the performance measures listed in Article 10.


20.29


Performance Period means the period of time over which attainment of performance goals is to be measured.


20.30


Performance Share means an Award denominated in Shares under which vesting of the Award or the right to
payment under the Award (and not merely the possible acceleration of vesting or payment) depends on the satisfaction of one or more
performance goals.


20.31


Period of Restriction means the period when Restricted Stock or Restricted Stock Units are subject to a
substantial risk of forfeiture (based on the passage of time, the achievement of performance goals, or upon the occurrence of other
events as determined by the Committee), as provided in Article 7.


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20.32


Plan means The Gillette Company 2004 Long-Term Incentive Plan as from time to time amended and in effect.


20.33


Plan Yearmeans the calendar year (January 1 to December 31).


20.34


Prior Plan means the Companys 1971 Stock Option Plan.


20.35


Restricted Stock means an Award of restricted Stock pursuant to Article 7.


20.36


Restricted Stock Unit means an Award pursuant to Article 7 under which the Participant is given a conditional
right to receive Stock in the future.


20.37


Share means a Share of common stock of the Company, $1.00 par value per Share.


20.38


Stock Appreciation Right or SAR means an Award pursuant to the terms of Article 6.


20.39


Subsidiary means any corporation or other entity, whether domestic or foreign, in which the Company has or
obtains, directly or indirectly, a proprietary interest of more than fifty percent (50%) by reason of stock ownership or otherwise.


20.40


Tandem SAR means an SAR that is granted in connection with a related Option pursuant to Article 6, the
exercise of which shall require forfeiture of the right to purchase a Share under the related Option (and when a Share is purchased
under the Option, the Tandem SAR shall similarly be canceled).


October 21, 2004

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