<PAGE>
                                                                   Exhibit 10(a)


                              THE GILLETTE COMPANY
                             1971 STOCK OPTION PLAN
                 (WITH AMENDMENTS ADOPTED THROUGH DECEMBER 2001)


     1. PURPOSE. The purpose of the 1971 Stock Option Plan (hereinafter referred
to as the "Plan") is to provide a special incentive to selected key salaried
employees of The Gillette Company (hereinafter referred to as the "Company") and
of its subsidiaries and to the non-employee members of the Board of Directors of
the Company to promote the Company's business. The Plan is designed to
accomplish this purpose by offering such employees and non-employee directors a
favorable opportunity to purchase shares of the common stock of the Company so
that they will share in the success of the Company's business. For purposes of
the Plan a subsidiary is any corporation in which the Company owns, directly or
indirectly, stock possessing fifty percent or more of the total combined voting
power of all classes of stock or over which the Company has effective operating
control.

     2. ADMINISTRATION. The Plan shall be administered by the Compensation
Committee heretofore established by the Board of Directors of the Company, no
member of which shall be an employee of the Company or of any subsidiary. The
Committee shall have authority, not inconsistently with the Plan, (a) to
determine which of the key salaried employees of the Company and its
subsidiaries shall be granted options; (b) to determine whether the options
granted to any employees shall be incentive stock options within the meaning of
the Internal Revenue Code or non-qualified stock options or both; provided,
however, that with respect to options granted after December 31, 1986, in no
event shall the fair market value of the stock (determined at the time of grant
of the options) subject to incentive stock options within the meaning of the
Internal Revenue Code which first became exercisable by any employee in any
calendar year exceed $100,000 (and, to the extent such fair market value exceeds
$100,000, the later granted options shall be treated as non-qualified stock
options); (c) to determine the time or times when options shall be granted to
employees and the number of shares of common stock to be subject to each such
option provided, however, subject to adjustment as provided in Section 9 of the
Plan, in no event shall any employee be granted options covering more than
1,250,000 shares of common stock in any calendar year; (d) with respect to
options granted to employees, to determine the option price of the shares
subject to each option and the method of payment of such price; (e) with respect
to options granted to employees, to determine the time or times when each option
becomes exercisable and the duration of the exercise period; (f) to prescribe
the form or forms of the instruments evidencing any options granted under the
Plan and of any other instruments required under the Plan and to change such
forms from time to time; (g) to make all determinations as to the terms of any
sales of common stock of the Company to employees under Section 8 of the Plan;
(h) to adopt, amend and rescind rules and regulations for the administration of
the Plan and the options and for its own acts and proceedings; and (i) to decide
all questions and settle all controversies and disputes which may arise in
connection with the Plan. All decisions, determinations and interpretations of
the Committee shall be binding on all parties concerned.
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                                      -2-


     3. PARTICIPANTS. The participants in the Plan shall be such key salaried
employees of the Company or of any of its subsidiaries, whether or not also
officers or directors, as may be selected from time to time by the Committee in
its discretion, subject to the provisions of Section 8 of the Plan. In addition,
each non-employee director shall be a participant in the Plan. In any grant of
options after the initial grant, or any sale made under Section 8 of the Plan
after the initial sale, employees who were previously granted options or sold
shares under the Plan may be included or excluded.

     4. LIMITATIONS. No option shall be granted under the Plan and no sale shall
be made under Section 8 of the Plan after April 21, 2005, but options
theretofore granted may extend beyond that date. Subject to adjustment as
provided in Section 9 of the Plan, the number of shares of common stock of the
Company, which may be delivered under the Plan, shall not exceed 198,800,000 in
the aggregate. To the extent that any option granted under the Plan shall expire
or terminate unexercised or for any reason become unexercisable as to any shares
subject thereto, such shares shall thereafter be available for further grants
under the Plan, within the limit specified above.

     5. STOCK TO BE DELIVERED. Stock to be delivered under the Plan may
constitute an original issue of authorized stock or may consist of previously
issued stock acquired by the Company, as shall be determined by the Committee.
The Committee and the proper officers of the Company shall take any appropriate
action required for such delivery.

     6. TERMS AND CONDITIONS OF OPTIONS GRANTED TO EMPLOYEES. All options
granted to either non-employee directors or employees shall be subject to
Paragraphs (3) and (4) of Section 6(c) below. All options granted to employees
under the Plan shall be subject to all the following additional terms and
conditions (except as provided in Sections 7 and 8 of the Plan) and to such
other terms and conditions as the Committee shall determine to be appropriate to
accomplish the purposes of the Plan:

      (a) Option Price. The option price under each option shall be determined
   by the Committee and shall be not less than l00 percent of the fair market
   value per share at the time the option is granted. If the Committee so
   directs, an option may provide that if an employee Participant who was an
   employee participant at the time of the grant of the option and who is not an
   officer or director of the Company at the time of any exercise of the option,
   he shall not be required to make payment in cash or equivalent at that time
   for the shares acquired on such exercise, but may at his election pay the
   purchase price for such shares by making a payment in cash or equivalent of
   not less than five percent of such price and entering into an agreement, in a
   form prescribed by the Committee, providing for payment of the balance of
   such price, with interest at a specified rate, but not less than four
   percent, over a period not to exceed five years and containing such other
   provisions as the Committee in its discretion determines. In addition, if the
   Committee so directs, an option may provide for a guarantee by the Company of
   repayment of amounts borrowed by the Participant in order to exercise the
   option, provided he is not an officer or director of the Company at the time
   of such borrowing, or may provide that the Company may make a loan,
   guarantee, or otherwise provide assistance as the Committee deems appropriate
   to enable the Participant to exercise the option, provided that no such loan,
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                                      -3-


   guarantee, or other assistance shall be made without approval of the Board of
   Directors as required by law.

      (b) Period of Options.  The period of an option shall not exceed ten years
   from the date of grant.

      (c) Exercise of Option.

         (1) Each option held by a participant other than a non-employee
      director should be made exercisable at such time or times, whether or not
      in installments, as the Committee shall prescribe at the time the option
      is granted. In the case of an option held by a participant other than a
      non-employee director which is not immediately exercisable in full, the
      Committee may at any time accelerate the time at which all or any part of
      the option may be exercised.

         (2) Options intended to be incentive stock options, as defined in the
      Internal Revenue Code, shall contain and be subject to such provisions
      relating to the exercise and other matters as are required of incentive
      stock options under the applicable provisions of the Internal Revenue Code
      and Treasury Regulations, as from time to time in effect, and the
      Secretary of the Committee shall inform optionees of such provisions.

         (3) Payment for Delivery of Shares. Upon exercise of any option,
      payment in full in the form of cash or a certified bank, or cashier's
      check or, with the approval of the Secretary of the Committee, in whole or
      part Common stock of the Company at fair market value, which for this
      purpose shall be the closing price on the business day preceding the date
      of exercise, shall be made at the time of such exercise for all shares
      then being purchased thereunder, except in the case of an exercise to
      which the provisions of the second sentence of Section 6(a) above are
      applicable.

         The purchase price payable by any person, other than a non-employee
      director, who is not a citizen or resident of the United States of America
      and who is an employee of a foreign subsidiary at the time payment is due
      shall, if the Committee so directs, be paid to such subsidiary in the
      currency of the country in which such subsidiary is located, computed at
      such exchange rate as the Committee may direct. The amount of each such
      payment may, in the discretion of the Committee, be accounted for on the
      books of such subsidiary as a contribution to its capital by the Company.
      The Company shall not be obligated to deliver any shares unless and until,
      in the opinion of the Company's counsel, all applicable federal and state
      laws and regulations have been complied with, nor, in the event the
      outstanding common stock is at the time listed upon any stock exchange,
      unless and until the shares to be delivered have been listed or authorized
      to be added to the list upon official notice of issuance upon such
      exchange, nor unless or until all other legal matters in connection with
      the issuance and delivery of shares have been approved by the Company's
      counsel. Without limiting the generality of the foregoing, the Company may
      require from the Participant such investment representation or such
      agreement, if any, as counsel for the Company may consider necessary in
      order to comply with the Securities Act
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                                      -4-

      of 1933 and may require that the Participant agree that any sale of the
      shares will be made only on the New York Stock Exchange or in such other
      manner as is permitted by the Committee and that he will notify the
      Company when he makes any disposition of the shares whether by sale, gift,
      or otherwise. The Company shall use its best efforts to effect any such
      compliance and listing, and the Participant shall take any action
      reasonably requested by the Company in such connection. A Participant
      shall have the rights of a shareholder only as to shares actually acquired
      by him under the Plan.

         (4)(a) Notwithstanding any other provision of this Plan, upon the
      occurrence of a Change of Control, as hereinafter defined, all outstanding
      options held by employee Participants and non-employee directors which are
      not yet exercisable shall become immediately exercisable and all the
      rights and benefits relating to such options including, but not limited
      to, periods during which such options may be exercised shall become fixed
      and not subject to change or revocation by the Company except as otherwise
      provided under Section 6(i).

         (b) Notwithstanding the provisions of Section 6(f), in the event that,
      within two 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 director of a non-employee director is terminated, the
      applicable exercise period for all options, other than options granted
      prior to June 21, 2001 and designated as incentive stock options
      hereunder, then held by him shall be a period of two years from the date
      of termination; provided, however, that in no event shall any option be
      exercisable beyond ten years from its date of grant.

         (c) A Change of Control shall mean the occurrence of any of the
      following events:

            (1) 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 (1), 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
         (3) below;

            (2) 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
<PAGE>
                                      -5-

         becoming a director subsequent to the date hereof 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 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;

            (3) 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

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

         (d) 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 shall be treated as terminating his
      employment for "Good Reason" if he does so as a direct result of:

            (i) the assignment to the Participant of any duties materially
         inconsistent in any respect with the Participant's position (including
         status, offices, titles and reporting
<PAGE>
                                      -6-


         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;

            (ii) 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

            (iii) 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.

      (d) Nontransferability of Options.

         (1) Except as provided in Paragraphs (2) and (3) below, no option may
      be transferred by a Participant otherwise than by will or the laws of
      descent and distribution, and during the Participant's lifetime the option
      may be exercised only by him.

         (2) In the case of options other than (i) those options designated as
      incentive stock options or (ii) those options excluded from the
      application of this Paragraph pursuant to a Schedule to this Plan, the
      Committee in its sole and exclusive discretion may provide in the option
      agreement covering an option granted hereunder (either at the time of
      grant or, with the consent of the Participant, at any time thereafter)
      that the Participant may transfer by gift all or any part of such option
      to (x) his spouse, child, grandchild or other "family member" (as such
      term is defined for purposes of applicable securities and tax laws), to a
      trust having only family members as beneficiaries or to a partnership or
      company having only family members as partners or owners, or (y) a
      charitable organization described in Section 501(c)(3) of the Internal
      Revenue Code. Any options so transferred shall remain subject to the
      otherwise applicable terms of the option agreement and this Plan, and also
      shall be subject to such terms and conditions as the Committee may
      prescribe. Subsequent transfers of options shall be permitted under this
      Paragraph only to the extent, and subject to the rules, prescribed by the
      Committee.

         (3) A Participant may transfer all or any part of an option granted
      hereunder to a former spouse pursuant to the terms of a qualified domestic
      relations order. Any options so transferred shall remain subject to the
      otherwise applicable terms of the option agreement and this Plan. No
      subsequent transfers of options shall be permitted under this Paragraph.

      (e) Nontransferability of Shares. If the Committee so determines, an
   option granted to an employee may provide that, without prior consent of the
   Committee, shares acquired by
<PAGE>
                                      -7-

   exercise of the option shall not be transferred, sold, pledged or otherwise
   disposed of within a period not to exceed one year from the date the shares
   are transferred to the Participant upon his exercise of the option or prior
   to the satisfaction of all indebtedness with respect thereto, if later.

      (f) Termination of Employment. The provisions of this Subsection (f) shall
   govern in the event of the termination of a Participant's employment with the
   Company and its subsidiaries. If the employment of an employee Participant
   terminates for any reason other than his death, he may (unless discharged for
   Cause as hereinafter defined) thereafter exercise his option as provided
   below:

            (i) If such termination of employment is voluntary on the part of
         the employee Participant, he may exercise his option only within 30
         days after the date of termination of his employment (unless a longer
         period not in excess of three months is allowed by the Committee).

            (ii) If such termination of employment is involuntary on the part of
         the employee Participant, he may exercise his option only within three
         months after the date of termination of his employment.

            (iii) If such termination of employment is on account of the
         employee Participant's total and permanent disability, he may exercise
         (I) any option granted prior to January 1, 2002 within the period
         ending one year after the date of termination of his employment, and
         (II) any option granted after December 31, 2001 within the period
         ending three years after the date of termination of his employment.

            (iv) If such termination of employment is on account of the employee
         Participant's retirement (as defined below), he may exercise (I) any
         option granted prior to January 1, 1994, other than an option
         designated as an incentive stock option hereunder, within the period
         ending two years after his retirement date, (II) any option granted
         after December 31, 1993 and prior to April 17, 1997, other than an
         option designated an incentive stock option hereunder, within the
         period ending three years after his retirement date, (III) any option
         granted prior to April 17, 1997 and designated an incentive stock
         option hereunder within the period ending three months after his
         retirement date, (IV) any option granted after April 16, 1997 and prior
         to January 1, 2002 within the period ending five years after his
         retirement date and (V) any option granted after December 31, 2001 over
         the remaining option period, provided that an option described in
         clause (IV) or (V) which was designated at grant as an incentive stock
         option shall cease to qualify as an incentive stock option under the
         Internal Revenue Code if not exercised within three months after his
         retirement date. For the purposes of his Plan, an employee
         Participant's termination of employment is on account of "retirement"
         if either (A) at the time the Participant leaves the employ of the
         Company and its subsidiaries, the Participant qualifies for an early or
         normal retirement pension under the terms of a retirement plan
         maintained by or to which the Company or any subsidiary contributes
<PAGE>
                                      -8-


         for the benefit of the Participant, (B) the Participant leaves the
         employ of a subsidiary that does not maintain or contribute to a
         retirement plan for the benefit of the Participant, and at such time
         the Participant would have qualified for an early or normal retirement
         pension under the terms of The Gillette Company Retirement Plan had the
         individual been a participant of that plan, or (C) solely in the case
         of a Company-initiated termination of employment (other than for
         Cause), at the time the Participant leaves the employ of the Company
         and its subsidiaries, the sum of Participant's attained age and years
         of service (each measured in full and partial years) totals at least
         80. An employee Participant's "retirement date", as used in this
         paragraph, means the first day the Participant is no longer on the
         active payroll of the Company or any subsidiary following the
         Participant's retirement.

         The Committee may, in its sole discretion, terminate any such option at
      or any time after the date of termination of the Participant's employment
      (and prior to the expiration of the exercise periods specified above), if
      it deems such action to be in the best interests of the Company. In no
      event may any Participant exercise any option that was not exercisable on
      the date he ceased to be an employee, except (A) as to options granted
      prior to January 1, 2002, those options granted at least one year prior to
      Participant's cessation of employment on account of retirement or total
      and permanent disability and (B) as to options granted after December 31,
      2001, if the Participant's cessation of employment is on account of
      retirement or total and permanent disability. In no event may any
      Participant exercise any option after the expiration of the option period.
      For the purposes of this Subsection (f), a Participant's employment shall
      not be considered terminated in the case of a sick leave or other bona
      fide leave of absence approved by the Company or a subsidiary in
      conformance with the applicable provisions of the Internal Revenue Code or
      Treasury Regulations, or in the case of a transfer to the employment of a
      subsidiary or to the employment of the Company.

         If an employee Participant is discharged for Cause, as hereinafter
      defined, all his options shall immediately be cancelled effective as of
      the date of termination of his employment. 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
         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 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
<PAGE>
                                      -9-


            (C) the Participant's conviction of a felony or a plea of nolo
         contendere by Participant with respect thereto.

      (g) Death. In the event a Participant dies while holding options granted
   hereunder, (I) any option granted prior to January 1, 2002 may be exercised
   within a period not to exceed one year after the date of death, and (II) any
   option granted after December 31, 2001 may be exercised within a period not
   to exceed three years after the date of death, as to all or any of the shares
   covered by such option, by his executor or administrator of the person or
   persons to whom the option is transferred by will or the applicable laws of
   descent and distribution, and except as so exercised the option shall expire
   after the expiration of such period. In no event, however, may any option be
   exercised after the expiration of the option period.

      (h) Deferral Election. In accordance with such rules and procedures as the
   Committee may prescribe from time to time, if provided by the Committee, in
   its sole and exclusive discretion, in the option agreement covering an option
   granted hereunder, a Participant may elect to defer the delivery of the
   shares acquired upon the exercise of the option; provided that such election
   may not be made with respect to any incentive stock option or any option
   transferred pursuant to the provisions of Section 6(d) above. The
   Participant's deferral election must be made at least six months prior to the
   date such option is exercised or at such other time as the Committee may
   specify. Payment of the option exercise price must be made in the form of
   shares of common stock which the Participant has held for at least six
   months. Deferral elections will be allowed only for option exercises that
   occur while the Participant is an active employee of the Company and its
   subsidiaries or is actively serving as a non-employee director, as the case
   may be. Any election to defer the delivery of the stock shall be irrevocable
   as long as the Participant remains an employee of the Company and its
   subsidiaries or a non-employee director, as the case may be.

      Upon the exercise of an option as to which a deferral election has been
   made in accordance with this Subsection (h), the Company shall credit to a
   bookkeeping account a number of deferred stock units equal to the number of
   shares that otherwise would have been delivered to the Participant. During
   the period of deferral, the deferred stock units shall accrue dividends at
   the rate paid upon the Company's common stock, which dividend equivalents
   shall be credited in the form of additional deferred stock units. Deferred
   stock units shall be distributed in shares of common stock (with cash payment
   in lieu of any fractional share) upon the Participant's termination of
   employment with the Company and its subsidiaries or following the date the
   Participant's membership on the Board of Directors ceases, as the case may
   be, or if the Participant's termination is on account of retirement, at such
   other date or dates as may be approved by the Committee over a period
   extending no later than 10 years following such termination date.

      The Committee may, in its sole discretion, allow for the early
   distribution of an employee Participant's deferred stock units in the event
   of an immediate and heavy financial hardship or in the event of the death or
   disability of the Participant. Distribution on account of financial hardship
   shall be limited to the amount necessary to satisfy the hardship. In
   addition, the
<PAGE>
                                      -10-


   Committee in its discretion may direct the distribution of an employee
   Participant's deferred stock units if it believes such action is in the best
   interest of the Company. Deferred stock units shall not be assigned or
   alienated by any Participant, and shall not be subject to attachment,
   garnishment, encumbrance, pledge or charge of any nature.

      (i) Additional Conditions of Option Awards. Unless otherwise provided
   pursuant to an employment agreement between an employee Participant and the
   Company, the following additional provisions shall govern options awarded
   under the Plan.

         (1) With respect to any option granted prior to June 21, 2001, and to
      any option granted on June 21, 2001 under The Gillette U.K. Approved Stock
      Option Plan ("2001 UK approved option"), the Committee may, in its sole
      discretion, cancel any such option at or any time after the date of
      termination of an employee Participant's employment (and prior to the
      expiration of the exercise periods specified above), if it deems such
      action to be in the best interests of the Company.

         (2) With respect to any option granted on or after June 21, 2001 (other
      than any 2001 UK approved option) ("covered option"), 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;

               (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/her
<PAGE>
                                      -11-


            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, shareholders, directors,
         officers, employees, agents, representatives or successors.

         (3) The geographic scope of the provisions of Paragraph (2)(a) above
      shall extend to anywhere the Company or any of its subsidiaries is doing
      business, has done business or intends to do business.

         (4) If any restriction set forth in Paragraph (2)(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.

         (5) In the event of a Change of Control, the restrictions contained in
      Paragraphs (2)(a)(i), (2)(a)(iii) and (2)(d) above shall cease and the
      Participant shall no longer be bound by the obligations thereunder.

         (6) If the Company reasonably determines that a Participant has
      materially violated any of the Participant's obligations under Paragraph
      (2) above, or if 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:
<PAGE>
                                      -12-


            (a) The Company may cancel any and all covered options 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 any covered
         option 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. 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), 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.

         (7) The non-competition restrictions set forth in Paragraph (2)(a)
      supersede any non-competition restrictions of less than eighteen (18)
      months in duration set forth in any agreement between a Participant and
      the Company or any subsidiary or predecessor.

     7. REPLACEMENT OPTIONS. The Company may grant options under the Plan on
terms differing from those provided for in Section 6 of the Plan where such
options are granted in substitution for options 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 options be granted on such terms and conditions as the Committee
considers appropriate in the circumstances.

     Notwithstanding anything contained in this Plan, the Committee shall have
authority, with respect to any options granted or to be granted to employees or
outstanding installment Purchase Agreements of participants other than
non-employee directors under this Plan, to extend the time for payment of any
and all installments, to modify the amount of any installment, to amend
outstanding option certificates to provide for installment payments or to take
any other action which it may, in its discretion, deem necessary, provided that:
(1) interest on the unpaid balance under any outstanding Purchase Agreement at
the rate of at least four percent (4%) per annum shall continue to be due and
payable quarterly during the period of any deferral of payment; (2) all such
installment Purchase Agreements and unexercised options, shall at all times be
in accordance with the applicable provisions of Regulation G of the Board of
Governors of the Federal Reserve System, as from time to time amended, and with
all other applicable legal requirements; (3) no such action by the Committee
shall jeopardize the status of stock options as incentive stock options under
the Internal Revenue Code.
<PAGE>
                                      -13-


     8. FOREIGN EMPLOYEES. The Company may grant options under the Plan on terms
differing from those provided for in Section 6 of the Plan where such options
are granted to employee Participants who are not citizens or residents of the
United States of America if the Committee determines that such different terms
are appropriate in view of the circumstances of such Participants, provided,
however, that such options shall not be inconsistent with the provisions of
Section 6(a) or Section 6(b) of the Plan.

     In addition, if the Committee determines that options are inappropriate for
any key salaried employees who are not citizens or residents of the United
States of America, whether because of the tax laws of the foreign countries in
which such employees are residents or for other reasons, the Board of Directors
may authorize special arrangements for the sale of shares of common stock of the
Company to such employees, whether by the Company, or a subsidiary, or other
person. Such arrangements may, if approved by the Board of Directors, include
the establishment of a trust by the foreign subsidiary, which is the employer of
the key salaried employees, designated by such subsidiary, to whom the shares
are to be sold. Such arrangements shall provide for a purchase price of not less
than the fair market value of the stock at the date of sale and a maximum annual
grant per participant of options to purchase 1,250,000 shares of common stock
and may provide that the purchase price be paid over a period of not more than
ten years, with or without interest, and that such employees have the right,
with or without payment of a specified premium, to require the seller of the
shares to repurchase such shares at the same price, subject to specified
conditions. Such arrangements may also include provisions deemed appropriate as
to acceleration or prepayment of the balance of the purchase price, restrictions
on the transfer of the shares by the employee, representations or agreements by
the employee about his investment purposes and other miscellaneous matters.

     9. CHANGES IN STOCK. In the event of a stock dividend, split-up or
combinations of shares, recapitalization or merger in which the Company is the
surviving corporation, or other similar capital change, the number and kind of
shares of stock or securities of the Company to be subject to the Plan and to
options then outstanding or to be granted thereunder, the maximum number of
shares or securities which may be issued or sold under the Plan, the maximum
annual grant for each participant, the automatic annual grant for each
non-employee director, the option price and other relevant provisions shall be
appropriately adjusted by the Board of Directors of the Company, whose
determination shall be binding on all persons. In the event of a consolidation
or a merger in which the Company is not the surviving corporation or which
results in the acquisition of substantially all the Company's outstanding stock
by a single person or entity or by a group of persons and/or entities acting in
concert, or in the event of complete liquidation of the Company, all outstanding
options shall thereupon terminate, provided that (i) at least twenty days prior
to the effective date of any such consolidation or merger, the Board of
Directors shall with respect to employee participants either (a) make all
outstanding options immediately exercisable, or (b) arrange to have the
surviving corporation grant replacement options to the employee Participants and
(ii) in the case of option grants to non-employee directors, all outstanding
options not otherwise exercisable shall become exercisable on the twentieth day
prior to the effective date of the merger.

     10. EMPLOYMENT RIGHTS. The adoption of the Plan does not confer upon any
employee of the Company or a subsidiary any right to continued employment with
the Company or a
<PAGE>
                                      -14-


subsidiary, as the case may be, nor does it interfere in any way with the right
of the Company or a subsidiary to terminate the employment of any of its
employees at any time.

     11. AMENDMENT OF PLAN OR OPTIONS. The Board of Directors of the Company, or
the Compensation Committee of the Board of Directors if and to the extent
authorized, may at any time or times amend the Plan or amend any outstanding
option or options or arrangements established under Section 8 of the Plan for
the purpose of satisfying the requirements of any changes in applicable laws or
regulations or for any other purpose which may at the time be permitted by law,
provided that (except to the extent required or permitted under Section 9 of the
Plan and, with respect to clauses (b) and (f) below, except to the extent
required or permitted under Section 7 of the Plan) no such amendment shall,
without the approval of the stockholders of the Company, (a) increase the
maximum number of shares available under the Plan or the maximum annual grant
per participant other than as permitted under Section 9 of the Plan, (b) reduce
the minimum option price of options thereafter to be granted below the price
provided for in Section 6(a) of the Plan, except that the Plan may be amended to
provide that the minimum option price of non-qualified stock options thereafter
to be granted to employees may be not less than 95% of the fair market value at
the date of grant if the Board determines that such amendment is necessary for
tax reasons to carry out the objectives of the Plan, (c) reduce the price at
which shares of common stock of the Company may be sold under Section 8 of the
Plan below the price provided for in said Section 8, (d) reduce the option price
of outstanding options, (e) extend the time within which options may be granted,
or (f) extend the period of an outstanding option beyond ten years from the date
of grant; and further provided no such amendment shall adversely affect the
rights of any Participant (without his consent) under any option theretofore
granted or other contractual arrangements theretofore entered into or after a
Change of Control deprive any Participant of any right or benefit which became
operative in the event of a Change of Control.

     12. TERMS AND CONDITIONS OF OPTIONS GRANTED TO NON-EMPLOYEE DIRECTORS.
Effective at the close of business on the second business day after the 1992
Annual Meeting of Shareholders of the Company and on the second business day
after each Annual Meeting thereafter, each non-employee director shall be
automatically granted a non-incentive stock option to purchase 4,000 shares
(5,000 shares for options granted after 2001) of the common stock of the Company
under the generally applicable provisions of the Plan and upon the following
specific terms and conditions:

      (a) Option Price. The option price under each option shall be the fair
   market value on the date of grant, which for this purpose is defined as the
   average between the high and the low price of the common stock as reported by
   the New York Stock Exchange.

      (b)   Option Period.  The period of an option shall be ten years from the
   date of grant.

      (c) Option Exercisability. Each option granted prior to 2001 shall become
   exercisable in full on the earlier of the first Annual Meeting following the
   date of grant or the first anniversary of the date of grant, except as
   otherwise provided under Paragraph (4) of Section 6(c) of the Plan. Each
   option granted after 2000 shall become exercisable ratably over a three year
   period (for options granted after 2001, this means 1,666 after one year, an
   additional 1,666 after two
<PAGE>
                                       15


   years and the remaining 1,668 after three years) on the earlier of the Annual
   Meeting or the anniversary of the date of grant in each such year, except as
   otherwise provided under Paragraph (4) of Section 6(c) of the Plan.

      (d) Exercise Period. Any option, otherwise exercisable, may be exercised
   during the period a non-employee director remains a member of the Board of
   Directors and for a period of three months following the date a non-employee
   director ceases to be a director; provided that, in the case where the
   non-employee director either has attained age 65 or has served as a
   non-employee director for at least five years when membership on the Board of
   Directors ends, all of that non-employee director's options shall be
   exercisable for a period of two years with respect to options granted before
   1994, three years for options granted after 1993 and before 2001, five years
   for options granted after 2000 and before 2002, and the remaining option
   period for options granted after 2001, each such period commencing on the
   date membership on the Board of Directors ceases.

      If a non-employee director dies while a member of the Board of Directors,
   or following the date membership on the Board of Directors ceases while an
   option remains exercisable in accordance with the preceding paragraph, then
   (I) for options granted before 2002, at any time or times within one year
   after that non-employee director's death, and (II) for options granted after
   2001, at any time or times within three years after that non-employee
   director's death, that non-employee director's option may be exercised in
   accordance with the provisions of Section 6(g) of the Plan. In no event shall
   any option be exercised after the expiration of the option period.


December 13, 2001