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                                                                   Exhibit 10(p)


                              THE GILLETTE COMPANY
                            SUPPLEMENTAL SAVINGS PLAN
               (as amended and restated effective January 1, 1997)
               ---------------------------------------------------
               (with amendments adopted through September 4, 2001)
               ---------------------------------------------------



1.   Purpose.  The Gillette Company Supplemental Savings 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
     Employees' Savings Plan (the "Savings 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 Savings Plan shall be approximately equal to the amount of
     benefits which would have accrued under the Savings Plan for such
     employees had such limitations imposed by the Code not been in effect.

     The Plan document as amended and restated herein is a continuation of The
     Gillette Company Supplemental Savings Plan for Contributions Prior to May
     1, 1991 and The Gillette Company Supplemental Savings Plan for
     Contributions After April 30, 1991.

     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.   Eligible Employees.  Employees eligible to participate in this Plan for
     any calendar year shall be those employees of the Company and
     Participating Subsidiaries who are eligible to participate in the
     Savings Plan and (i) whose Annual Additions are limited for such year by
     reason of Section 415 of the Code, based on actual participation in the
     Savings Plan, or (ii) who are determined by the Committee to be
     management or highly compensated employees for such year and whose
     contributions or Compensation taken into account under the Savings Plan
     are limited for such year by reason of another provision of the Code,
     based on actual participation in the Savings Plan.

3.   Participants.  Participants are eligible employees who elect to
     participate in the Plan, at such time and in such manner prescribed by
     the Committee, as of the next practicable payroll period by executing
     and delivering to the Company a Participation and Salary Deferral
     Agreement, in a form prescribed by the Committee.  Participation in the
     Plan may be discontinued by a Participant at any time, effective as of
     the next practicable payroll period, by executing and delivering to the
     Company a revocation of such Participation and Salary Deferral
     Agreement.
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                                      -2-


     Such revocation shall operate prospectively and shall have no effect on
     prior deferrals under this Plan. An individual who has previously
     participated in the Plan shall be considered a Participant for the purposes
     of the Plan, other than Section (4)(a) and (b) below, until final
     distribution is made of amounts credited to the individual's accounts under
     the Plan. An eligible employee who was a participant in the Duracell Inc.
     Supplemental Cash Balance Plan on December 31, 1998 and, pursuant to
     section 9.2 of such plan, whose benefit under such plan was transferred to
     this Plan, shall be a Participant as of January 1, 1999.

4.   Deferrals; Credits to Accounts.

     (a)  If any portion of Compensation from the Company which, but for the
          limitations on contributions or Compensation contained in the
          provisions of the Code set forth in Section 4(c) below, would be
          contributed to the Savings Plan as Tax Deferred Savings and/or Taxed
          Savings for a calendar year, a Participant may defer such Compensation
          on a pre-tax basis until retirement or later elected date, termination
          of employment or hardship. These deferred amounts (hereinafter
          referred to as "Supplemental Savings") will be recorded in an account,
          entitled the "Supplemental Savings Account," maintained for each
          Participant on the books of the Company. A Participant shall always be
          fully vested in amounts credited to the Supplemental Savings Account
          maintained for such Participant.

     (b)  The Company Contribution that would have been made under the Savings
          Plan in respect of each Participant's Compensation elected to be
          contributed as Tax Deferred Savings and Taxed Savings for a calendar
          year, which Compensation is instead deferred pursuant to Section 4(a)
          above, shall not be made but an equal amount (hereinafter referred to
          as "Supplemental Company Contributions") shall be recorded by the
          Company in an account on its books, entitled the "Supplemental Company
          Contribution Account," maintained for such Participant. Amounts
          credited to a Participant's Supplemental Company Contribution Account
          shall become vested at the same time the Participant becomes vested in
          his Company Contributions under the Savings Plan.

     (c)  For the purposes of Section 4(a) above, the applicable provisions of
          the Code are (i) the Section 415 limitations on Annual Additions, (ii)
          the Section 402(g) limitation on Tax Deferred Savings, (iii) the
          Section 401(a)(17) limitation on Compensation, and (iv) if and to the
          extent determined by the Committee for a given year, the Section
          401(k) and (m) limitations on contributions by and on behalf of Highly
          Compensated Employees.

     (d)  As of January 1, 1999, there also shall be recorded in a Supplemental
          Savings Account for each Participant who was a participant in the
          Duracell Inc. Supplemental Cash Balance Plan on December 31, 1998 and,
          pursuant to section 9.2 of such plan, whose benefit under such plan
          was transferred to this
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                                      -3-


          Plan, an amount equal to the "Termination Value" of such Participant's
          benefit under the Duracell Inc. Supplemental Cash Balance Plan. The
          Participant shall always be fully vested in the amount credited to the
          Supplemental Savings Account in accordance with this subsection.

     (e)  Notwithstanding any other provision of the Plan to the contrary, in
          the event of a Change of Control, with respect to any Participant who
          terminates employment within two years of the Change of Control under
          circumstances entitling the Participant to separation benefits under
          the Company's Change of Control Severance Program for Key Executives,
          any of such separation benefits payable to the Participant as salary
          continuation shall be treated as Compensation under this Plan (and not
          the Savings Plan), and shall be subject to deferral as Supplemental
          Savings and to Supplemental Company Contributions pursuant to this
          Section 4.

5.   Additional Credits to Accounts.

     (a)  Each Participant, upon electing to participate in the Plan, shall
          designate the Investment Fund or Funds with respect to which such
          Participant's Supplemental Savings shall be deemed invested, either on
          a Participation and Salary Deferral Agreement or in such other manner
          prescribed by the Committee for such purpose. The election shall
          specify one or more of the Investment Funds available for investment
          under the Savings Plan at such time, and shall be in whole percentage
          increments of each such Investment Fund. A Participant's election
          shall remain in effect with respect to all future Supplemental Savings
          made on the Participant's behalf unless and until changed by the
          Participant in accordance with Section 5(b) below.

          If a Participant fails to make an election hereunder, all Supplemental
          Savings made on behalf of the Participant shall be deemed invested in
          the same Investment Fund or Funds in which the Participant's Tax
          Deferred Savings are invested under the Savings Plan until the
          Participant makes an election hereunder.

     (b)  A Participant may change the Investment Fund or Funds in which future
          Supplemental Savings are deemed to be invested, at any time by
          telephonic or electronic instruction to the Recordkeeper. Such change
          in election shall be effective as of the close of the Business Day on
          which the Recordkeeper receives such instruction or, if such
          instruction is received after the close of a Business Day, as of the
          close of the next following Business Day.

     (c)  Amounts recorded in the Supplemental Savings Account maintained for
          each Participant shall be credited or debited with amounts equivalent
          to gains or losses realized by the Investment Funds in which the
          Participant elects to have his Supplemental Savings Account deemed
          invested from time to time.
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                                      -4-


          Amounts recorded in the Supplemental Company Contribution Account
          maintained for each Participant shall be credited or debited with
          amounts equivalent to gains or losses realized by the Gillette Company
          Stock Fund or, if applicable, the Investment Funds in which the
          Participant elects to have his Supplemental Company Contribution
          Account deemed invested from time to time.

     (d)  Subject to the limitations set forth in paragraphs (i) through (iv)
          below, a Participant may elect at any time to have amounts credited to
          his Accounts under the Plan deemed transferred from any Investment
          Fund to any of the other Investment Funds, by designating the
          percentage of the Accounts deemed invested in the transferring
          Investment Fund to be transferred (in whole percentage increments) and
          the percentage of such transferred amount to be deemed invested in the
          receiving Investment Fund or Funds (in whole percentage increments). A
          separate transfer election may be made with respect to each of the
          Participant's Supplemental Savings Account and Supplemental Company
          Contribution Account (if eligible pursuant to paragraph (iii) below).
          The Participant shall make a transfer election by telephonic or
          electronic instruction to the Recordkeeper. Such transfer election
          shall be effective, and the applicable Investment Funds shall be
          valued for the purpose of implementing such election, as of the close
          of the Business Day on which the Recordkeeper receives such
          instruction or, if such instruction is received after the close of a
          Business Day, as of the close of the next following Business Day. For
          the purposes of this Section, the value of Participants' accounts
          deemed invested in the Gillette Company Stock Fund, for any Business
          Day, shall be based on the 4 p.m. closing price of the common stock of
          The Gillette Company as reported by the New York Stock Exchange for
          that Business Day.

          Elections by Participants under this Section 5(d) shall be limited in
          the following respects:

          (i)   The minimum amount that may be deemed transferred from any
                Investment Fund shall be $250 or, if less, the entire balance of
                the Participant's Accounts deemed invested in such Investment
                Fund.

          (ii)  Amounts deemed invested in a Stable Value Fund may not be
                transferred directly to either a Money Market Fund or a Bond
                Fund, but must first be transferred to either an Asset
                Allocation Fund, Growth and Income Fund, Growth Fund,
                International Fund or the Gillette Company Stock Fund and must
                remain in such Investment Fund for a period of at least 90 days.

          (iii) Elections to transfer amounts credited to Supplemental Company
                Contribution Accounts from the Gillette Company Stock Fund may
                be made only by Participants who have attained or will attain
                age 50 in the year in which the election is made, Participants
                who have become Totally
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                                      -5-


               and Permanently Disabled, and Participants who have incurred a
               Termination of Employment on account of Retirement.

          (iv) The Committee may in its discretion limit the number of transfers
               which may be deemed made to or from any Investment Fund at any
               time. The Committee also shall have the discretionary right to
               suspend the availability of deemed transfers among any or all of
               the Investment Funds at any time without prior notice to
               Participants.

          The provisions of this Section 5(d) also shall apply to former
          employees for whom Accounts are maintained under the Plan on or after
          January 1, 1997.

     (e)  Notwithstanding any other provision of the Plan to the contrary, in
          the event of a Change of Control, the Trustee shall have the authority
          to prescribe alternative investment media in which Participants'
          accounts under this Plan shall be deemed invested; provided, however,
          that (i) if Participants retain the right to designate the investment
          media for deemed investment of their respective accounts, then the
          investment media selected by the Trustee shall include at least an
          Equity Index Fund and a Money Market Fund, and (ii) if Participants
          are no longer entitled to designate the investment media for deemed
          investment of their respective accounts, then all accounts under this
          Plan shall automatically be deemed invested in the Money Market Fund
          pending distribution in accordance with Section 6(d) below.

6.   Payments from Accounts.

     (a)  Except as otherwise provided in this Section, no amounts shall be
          payable under the Plan to any Participant while he is employed by the
          Company or any Participating Subsidiary. While employed, a Participant
          may request a payment of amounts credited to the Supplemental Savings
          Account maintained for such Participant on the basis of an immediate
          and heavy financial hardship for which no other resources are
          available to the Participant and following the Participant's
          withdrawal of all amounts then available for withdrawal from the
          Savings Plan. Such request shall be subject to the approval of the
          Committee or its delegate. Unless an election is made in accordance
          with Section 6(b) or (c) below or unless Section 6(d) below applies,
          all vested amounts credited to a Participant's accounts under the Plan
          shall be paid in a single lump sum as soon as practicable following
          the termination of the Participant's employment with the Company and
          all Participating Subsidiaries, valued as of the close of such
          termination date.

     (b)  A Participant may elect to defer payment of his accounts under the
          Plan to any date subsequent to the date of the Participant's
          termination of employment with the Company and all Participating
          Subsidiaries, but not later than April 1 of the calendar year
          following the calendar year in which the Participant attains age
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                                      -6-


          70-1/2, provided (i) the Participant's termination of employment is on
          account of retirement or total and permanent disability (such terms
          having the same meanings as used under the Savings Plan), (ii) the
          value of the Participant's vested account balance under the Plan as of
          the close of the date of termination is at least $25,000, and (iii)
          the Participant's deferral election is made at least twelve months
          prior to the date of such termination. Such deferred payment shall be
          valued as of the close of the elected payment date (or the next
          following business day), and shall be made in a single lump sum as
          soon as practicable thereafter. Pending final distribution, the
          Participant's accounts shall continue to be credited or debited with
          amounts equivalent to gains and losses realized by the Investment
          Funds in which the Participant's Accounts are deemed invested from
          time to time.

     (c)  A Participant may elect to receive payment of his accounts under the
          Plan in the form of annual installments of from two to ten years
          commencing in the calendar year following the year of the
          Participant's termination of employment with the Company and all
          Participating Subsidiaries, provided (i) the Participant's termination
          of employment is on account of retirement or total and permanent
          disability (such terms having the same meanings as used under the
          Savings Plan), (ii) the value of the Participant's vested account
          balance under the Plan as of the close of the date of termination is
          at least $25,000, and (iii) the Participant's installment payment
          election is made at least twelve months prior to the date of such
          termination. Each installment payment shall be valued as of the close
          of the first business day in January of the year of commencement and
          each year thereafter, and shall be paid as soon as practicable
          thereafter. Pending final distribution, the remaining balance in the
          Participant's accounts shall continue to be credited or debited with
          amounts equivalent to gains and losses realized by the Investment
          Funds in which the Participant's Accounts are deemed invested from
          time to time.

     (d)  Prior to the occurrence of a Change of Control, in accordance with
          rules prescribed by the Committee, a Participant making a deferral
          election pursuant to Section 6(b) above or an installment election
          pursuant to Section 6(c) above may provide for the revocation of such
          deferral or installment election in the event of a Change of Control
          and for the payment by the Company of the Participant's accounts under
          the Plan as soon as practicable following the Change of Control.

          In the event of a Change of Control, upon the termination of this Plan
          or the Savings Plan or the amendment to this Plan or the Savings Plan
          which amendment adversely affects the rights and benefits of
          Participants, all unvested accounts under this Plan shall vest.
          Notwithstanding anything contained in this Section 6 to the contrary,
          in the event of a Change of Control, each Participant's vested
          accounts shall be paid in accordance with his deferral or installment
          payment election in force, or if no payment election has been
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                                      -7-


          made prior to the Change of Control, as soon as practicable following
          the Participant's termination of employment, unless the Participant
          has provided in his payment election for its revocation upon a Change
          of Control in which event payment of the Participant's vested accounts
          shall be paid as soon as practicable following the Change of Control.

     (e)  In the event of the death of a Participant, whether or not then
          employed by the Company or a Participating Subsidiary, all amounts
          credited to the Participant's accounts under the Plan shall vest and
          shall be paid to the Participant's estate in a single lump sum valued
          as of the close of the date of death.

     (f)  All determinations of value of Participants' accounts under the Plan
          shall be made in accordance with the relevant provisions of the
          Savings Plan, except that determinations of value of Participants'
          accounts deemed invested in the Gillette Company Stock Fund, for any
          Business Day, shall be based on the 4 p.m. closing price of the common
          stock of The Gillette Company as reported by the New York Stock
          Exchange for that Business Day.

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

7.   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 records on its books as described in
     Section 4 above, no Participant 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 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.

8.   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 deducted 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: (a) no amendment shall be made which
     adversely affects the rights and benefits of Participants with respect to
     Compensation deferred or deducted or benefits accrued pursuant to the Plan
     prior to such amendment; (b) the Plan may not be terminated or amended in a
     manner to provide less favorable prospective benefits unless all benefits
     under this Plan which are unvested become immediately vested; and (c) 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-


9.   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.

10.  Administration. The Plan shall be administered by the Savings 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 Savings Plan
     shall govern.

11.  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.

12.  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 Savings Plan as in effect from time to
     time.


                                    THE GILLETTE COMPANY



Date: October 28, 1996              By: /s/ Robert E. DiCenso
      --------------------              -------------------------------------
                                        Robert E. DiCenso
                                        Senior Vice President - Personnel  and
                                        Administration

                                    [Reflects amendments executed April 30,
                                    1998, August 21, 1998, December 30, 1999 and
                                    July 10, 2001]