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                                                                   Exhibit 10(v)


                              THE GILLETTE COMPANY
                          SUPPLEMENTAL RETIREMENT PLAN
                (AS AMENDED AND RESTATED EFFECTIVE JUNE 16, 1994)
                (WITH AMENDMENTS ADOPTED THROUGH JANUARY 1, 2000)


1.   PURPOSE. The Gillette Company Supplemental Retirement Plan (the "Plan") has
     been adopted by The Gillette Company (the "Company") to provide additional
     benefits to certain employees of the Company and its Participating
     Subsidiaries whose benefits under The Gillette Company Retirement Plan (the
     "Retirement Plan") have been limited by the provisions of the Internal
     Revenue Code of 1986, as amended (the "Code"), in order to provide that the
     total benefits payable under this Plan and the Retirement Plan shall be
     approximately equal to the amount of benefits which would have accrued
     under the Retirement Plan for such employees had such limitations imposed
     by the Code not been in effect.

     The Plan is intended to constitute an "excess benefit plan" within the
     meaning of Section 3(36) of the Employee Retirement Income Security Act of
     1974, as amended ("ERISA"), and an unfunded plan of deferred compensation
     described in Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA and in
     Sections 3121(v)(2) and 3306(r)(2) of the Code.

2.   PARTICIPANTS. The Participants in this Plan shall be those employees of the
     Company and Participating Subsidiaries who are participating in the
     Retirement Plan and (i) whose pension benefits under the Retirement Plan
     are limited by reason of Section 415 of the Code, or (ii) who are
     determined by the Committee to be management or highly compensated
     employees and whose pension benefits or Compensation taken into account
     under the Retirement Plan are limited by reason of another provision of the
     Code.

3.   AMOUNT OF BENEFITS. The benefit accrued to each Participant in this Plan,
     as determined at any time, shall be an amount equal to the difference
     between the amount of monthly pension benefit payable to the Participant
     under the Retirement Plan and the amount of monthly pension benefit which
     would have been payable to the Participant under the Retirement Plan but
     for the limitation on pension benefits and/or Compensation taken into
     account under the Retirement Plan by reason of a provision of the Code. For
     the purposes of this determination, the rules contained in the Retirement
     Plan at the relevant time governing the accrual and vesting of pension
     benefits and the timing and forms of payment of such benefits shall apply.

     Notwithstanding any other provision of the Plan to the contrary, in the
     event of a Change of Control:

     (i)  With respect to any Participant who receives separation benefits
          following termination of employment pursuant to the terms of the
          Participant's

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          Employment Agreement with the Company, and who elects to receive
          payment of the relevant portion of such separation benefits as
          additional pension benefits under this Plan, (x) the Participant's
          Average Annual Compensation shall be determined taking into account as
          Compensation, for each year of the three-year period following the
          Participant's termination date, the amounts of annual salary and
          highest annual bonus calculated in accordance with such Employment
          Agreement, (y) the Participant's Credited Service shall be determined
          taking into account as regular scheduled hours the three-year period
          following the termination date, and (z) if the Participant is within
          five years of eligibility for early or normal retirement as of the
          termination date, the Participant's Credited Service shall include
          (without duplication for the service taken into account in the
          preceding clause (y)) the period between the Participant's termination
          date and date of earliest retirement eligibility;

     (ii) With respect to any Participant who receives separation payments
          following termination of employment pursuant to the Company's Change
          of Control Severance Program for Key Executives, which payments are
          received in the form of full salary continuation, (a) the
          Participant's Average Annual Compensation shall be determined taking
          into account as Compensation the amount (if any) of separation pay
          received by the Participant as full salary continuation, (b) the
          Participant's Credited Service shall be determined taking into account
          the period (if any) over which separation pay is received as full
          salary continuation, and (c) if the Participant is within five years
          of eligibility for early or normal retirement as of the Participant's
          termination date, the Participant's Credited Service shall include
          (without duplication for the service taken into account in the
          preceding clause (b)) the period between the Participant's termination
          date and date of earliest retirement eligibility; and

    (iii) Each person who is a Participant on the date of a Change of Control
          shall have a fully vested and nonforfeitable interest in his entire
          benefit then accrued under the Plan.

4.   PAYMENT OF BENEFITS. The Company shall pay the benefit accrued to each
     Participant in this Plan at the same time or times and in the same manner
     as the Participant's pension benefit under the Retirement Plan is paid.
     Such payment shall continue for the life of the Participant and, if a joint
     annuity form of payment is elected by the Participant under the Retirement
     Plan, the life of the designated joint annuitant, but in no event beyond
     the time at which the pension benefit payable under the Retirement Plan is
     no longer limited by reason of a provision of the Code.

     In the event of the death of the Participant prior to commencement of
     pension benefits under the Retirement Plan and this Plan, the Company shall
     pay to the surviving spouse of the Participant, if any, a benefit for the
     life of the surviving spouse equal to the difference between the amount of
     monthly Pre-Retirement

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     Survivor Benefit payable to the spouse under the Retirement Plan and the
     amount of monthly Pre-Retirement Survivor Benefit which would have been
     payable to the spouse under the Retirement Plan but for the limitation on
     the Participant's pension benefits and/or Compensation taken into account
     under the Retirement Plan by reason of a provision of the Code.

     Anything contained in the foregoing to the contrary notwithstanding, in the
     event that the Participant's pension benefit under the Retirement Plan
     becomes subject to a "qualified domestic relations order" as defined in
     Section 414(p) of the Code, the Committee shall have the sole and exclusive
     discretionary power to determine the person or persons to whom, and the
     amount and time or times at which, the Company shall pay benefits under
     this Plan.

     All payments under the Plan shall be subject to any required withholding of
     Federal, state and local taxes.

5.   SEPARATE ACCOUNTS. The Company shall maintain on its books separate
     accounts for each Participant entitled to benefits under this Plan, to
     which shall be credited annually such amounts as may be necessary or
     desirable to provide the accrued benefits on an actuarial basis (utilizing
     such assumptions and method as determined by the Committee), and which
     shall be debited for the monthly benefit payments made under the Plan to or
     on account of the Participant.

6.   SOURCE OF PAYMENTS. All amounts payable under the Plan shall be paid by the
     Company and Participating Subsidiaries from their general assets.
     Notwithstanding the maintenance of separate accounts on its books as
     described in Section 5 above, no Participant or any other person shall have
     any right to or interest in any assets of the Company or any Participating
     Subsidiary other than as an unsecured general creditor, and no separate
     fund shall be established in which any Participant or other person has any
     right or interest. The foregoing shall not prevent the Company or any
     Subsidiary from establishing a fund from which to satisfy its payment
     obligations under the Plan.

7.   PLAN AMENDMENT AND TERMINATION. The Plan may be amended or terminated by
     the Company at any time and in any manner prior to the happening of any
     event in connection with or in anticipation of a Change of Control that
     actually occurs, provided that no amendment or termination shall adversely
     affect the rights and benefits of Participants with respect to compensation
     deferred or benefits accrued pursuant to the Plan prior to such action.
     After the happening of any event in connection with or in anticipation of a
     Change of Control that actually occurs: (1) no amendment shall be made
     which adversely affects the rights and benefits of Participants with
     respect to compensation deferred or benefits accrued pursuant to the Plan
     prior to such amendment; and (2) no amendment may be made with respect to
     any provision of the Plan which becomes operative upon a Change of Control.

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8.   NO RIGHT OF EMPLOYMENT. The adoption and operation of this Plan shall not
     create in any Participant a right of continued employment with the Company
     or any Subsidiary.

9.   ADMINISTRATION. The Plan shall be administered by the Retirement Plan
     Committee appointed by the Board of Directors of the Company (the
     "Committee"), which shall have the discretionary power and authority to
     construe and interpret the provisions of the Plan, to determine the
     eligibility of employees to participate in the Plan and the amount and
     timing of payment of any benefits due under the Plan, and to determine all
     other matters in carrying out the intended purposes of the Plan. In
     administering this Plan, including but not limited to considering appeals
     from the denial of claims for benefits and issuing decisions thereon, rules
     and procedures substantially similar to those set forth in the Retirement
     Plan shall govern.

10.  NO ASSIGNMENT OF INTEREST. The interest of any Participant under the Plan
     may not be assigned, alienated, encumbered or otherwise transferred, and
     shall not be subject to attachment, garnishment, execution or levy; and any
     attempted assignment, alienation, encumbrance, transfer, attachment,
     garnishment, execution or levy shall be void and of no force or effect.

11.  CONSTRUCTION OF TERMS. Except as expressly provided in this Plan to the
     contrary, capitalized terms referenced herein shall have the same meanings
     as are applied to such terms in the Retirement Plan as in effect from time
     to time.


                                       THE GILLETTE COMPANY


Date:    July 25, 1994                 By: /s/ Robert E. Dicenso
      ---------------------                ------------------------------------
                                           Title:  Senior Vice President -
                                                   Personnel and Administration

                                       [Reflects amendment executed
                                       December 30, 1999]