Exhibit 10(a)

                              THE GILLETTE COMPANY
                             1971 STOCK OPTION PLAN
                 (with amendments adopted through October 2003)


     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.
<PAGE>
                                      -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, guarantee,
<PAGE>
                                      -3-


     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
<PAGE>
                                      -4-


          necessary in order to comply with the Securities Act 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 and before 2004, and 7,500 shares
for options granted after 2003) 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 2003, this means 2,500 after
     one year, an additional 2,500 after two
<PAGE>
                                      -15-


     years and the remaining 2,500 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.


October 16, 2003