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                              THE GILLETTE COMPANY

                  DIRECTORS' COMPENSATION DEFERRAL PROVISIONS

-       The directors may elect to defer payment of all or part of their cash
        compensation, whether retainers or attendance fees, beyond retirement or
        resignation from the Board to receive payment (i) in a lump sum in
        January of the year following retirement or resignation or (ii) in ten
        or less equal annual installments beginning in January of the year
        following retirement or resignation, or, in either case, upon an earlier
        Change in Control, as that term is defined in The Gillette Company
        Retirement Plan, as described below.

-       The election to defer must be communicated in writing to the Secretary
        before December 15, for amounts to be earned in starting in the
        following year, or at any time during the year for amounts to be earned
        in the future and must include payment instructions and whether upon a
        Change in Control of the Corporation the deferral election should
        continue in effect or the amounts so deferred plus interest equivalents
        accrued to date should be paid immediately in the form of a lump sum
        payment. Only one deferral election may be made in any calendar year.

-       An election to defer remains in effect from year to year unless revoked
        or amended by notice in writing to the Secretary at any time during the
        year for amounts earned in the future. Only one such revocation may be
        made in any calendar year.

-       With respect to the calendar year in which a director is first elected
        to the Board, the director may elect to defer amounts to be earned
        during that calendar year by delivering a deferral election to the
        Secretary any time prior to the date the director is elected to serve on
        the Board.

-       Directors' deferred compensation earns an amount equivalent to interest
        at a rate fixed on the first trading day in October at the average yield
        on U.S. Treasury notes or bonds maturing in one year. That rate on
        October 2, 1995 was 5.72%.

-       Interest equivalents are credited semiannually, on June 30 and December
        3l. Payment is deferred on the same basis as payment of retainers and
        fees. The unpaid balance remaining in a director's account after
        retirement or resignation continues to earn interest equivalents until
        the payment of all installments has been completed.

-       In the event of death, payment will be made to the estate of the
        director in a lump sum representing the entire unpaid balance.

-       Deferred retainers or attendance fees, plus accrued interest
        equivalents, paid to a director after retirement or resignation from the
        Board or upon a Change in Control are taxable as ordinary income in the
        year payment is received.

-       Effective January l, l991 retainers and attendance fees are subject to
        taxation for Social Security in the year received. Between January 1,
        1988 and December 31, 1990 retainers and attendance fees were subject to
        taxation for Social Security in the year earned. Since January 1, 1988
        retainers and attendance fees have been included in the Social Security
        earnings test for benefits eligibility in the year earned.

If you wish to make a deferral or a change to your present deferral arrangement,
a deferral election form must be filed with the Secretary. Forms will be
provided by the Secretary's Office.


(3/21/96)                                                       (DEFPROVS)