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                                                                   EXHIBIT 10(b)


                              THE GILLETTE COMPANY
                     STOCK EQUIVALENT UNIT PLAN, AS AMENDED

    1. PURPOSE. The purpose of the Stock Equivalent Unit Plan is to provide an
    incentive and reward to key salaried employees of The Gillette Company and
    its subsidiaries who can make substantial contributions to the success of
    the business. To that end, the Plan provides an opportunity for such key
    salaried employees to participate in that success through awards of stock
    equivalent units, subject to the conditions set forth in the Plan.

    DEFINITIONS. Unless the context otherwise requires, the following words have
    the following meanings for purposes of the Plan.

    2.1 Basic stock unit - A stock equivalent unit awarded to a participant
    pursuant to Section 4.2.

    2.2 Committee - The Personnel Committee established by the Board of
    Directors of the Company.

    2.3 Company - The Gillette Company, a Delaware corporation.

    2.4 Disability - Mental or physical disability, either occupational or
    non-occupational in cause, which, in the opinion of the Committee, on the
    basis of medical evidence satisfactory to it, prevents the employee from
    engaging in any occupation or employment for wage or profit and is likely to
    be permanent.

    2.5 Dividend equivalent unit - A stock equivalent unit which is credited to
    a participant's account as the result of conversion of amounts credited to
    the account in respect of dividends, as provided in Section 5.2.

    2.6 Employee - Any person, whether or not an officer or director of the
    Company or any subsidiary, who is regularly employed by the Company or a
    subsidiary on a salaried full-time basis, or who, under conditions approved
    by the Committee, is regularly employed by the Company or subsidiary on a
    salaried part-time basis.

    2.7.1 Maturity date (with respect to awards made on or before 12/31/83) -
    When used with respect to an award, March 15 of the tenth calendar year
    following the calendar year in which the award was made.

    2.7.2 Maturity date (with respect to awards made after 12/31/83) - When used
    with respect to an award, March 15 of the seventh calendar year following
    the calendar year in which the award was made.

    2.8 Normal retirement date - In the case of any participant, the date
    established by his employer as his normal retirement date (or, if no such
    plan is maintained by his employer, the normal retirement date prescribed
    under The Gillette Company Retirement Plan).

    2.9 Plan - The Stock Equivalent Unit Plan set forth herein, as from time to
    time amended.


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    2.10 Share - A share of the Company's common stock as the same is
    constituted from time to time.

    2.11 Stock equivalent unit - A measure of value equal in amount to the value
    of one share at the time of reference.

    2.12 Subsidiary - 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.

    2.13(A) Total credits - When used with respect to an individual account, the
    sum of (a) the excess, if any, of (i) the value of that number of shares
    which is equal to the number of basic stock units credited to the account in
    respect of awards in designated years, after adjustment for any prior
    payments, over (ii) the value on the date of the respective awards of that
    number of shares which corresponds, after adjustment for stock splits, stock
    dividends and similar capital changes, to the number of basic stock units
    referred to in (i), except that for awards made after 12/31/78, the amount
    of the excess cannot exceed an amount equal to the value on the date of the
    respective awards of that number of shares which corresponds, after
    adjustment for stock splits, stock dividends and similar capital changes, to
    the number of basic stock units referred to in (i), plus (b) the value of
    that number of shares which is equal to the number of dividend equivalent
    units then credited to the account in respect of such awards plus (c) any
    amounts then credited to the account based on dividend payments attributable
    to such awards which have not been converted into dividend equivalent units.

    2.14 Value - When used with respect to a share. 

    (a) On the date of an award of basic stock units, the average of the 
    reported high and low sales prices of the shares as quoted on a composite 
    basis;
 
    (b) For purposes of converting dividend credits into dividend equivalent 
    units, the average of the reported closing prices of the shares as quoted on
    a composite basis on the last business day of the months of December, 
    January, and February immediately preceding the March 15 on which such 
    conversion occurs; 

    (c) For purposes of determining the amount payable in respect of an interest
    which becomes vested or for purposes of determining the amount payable, in 
    cases not covered by (d) or (e) below, in respect of an interest which 
    previously became vested, the average of the reported closing prices of the
    shares as quoted on a composite basis on the last business day of the twelve
    calendar months immediately preceding the March 15 on which such vesting 
    occurs or the month in which such payment becomes payable; 

    (d) For purposes of determining the amount payable to a terminating 
    participant or to the estate of a deceased participant, the average of the 
    reported closing prices of the shares as quoted on a composite basis on the
    last business day of the twelve calendar months immediately preceding the 
    month in which the participant's employment terminates or the participant 
    dies or the twelve consecutive calendar months including and ending with 
    that month if such termination or death occurs on or after the last business
    day of that month; 

    (e) For purposes of determining the amount payable with respect to an award 
    on or after the maturity date thereof, the average of the reported closing 
    prices of the shares as quoted on a composite basis on the last business day
    of the twelve calendar months immediately preceding such




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    maturity date;

    2.15 Unapproved Change in Control shall mean the happening of any one of the
    following events, which, in each case, was not recommended to the
    shareholders by a vote of at least two-thirds of the non-employee directors
    of the Company then still in office who were in office two years prior to
    such event: 

    (a) Any person within the meaning of Sections 13(d) and 14(d) of the 
    Securities Exchange Act of 1934 (the "1934 Act"), other than the Company
    or any of its subsidiaries, has become the beneficial owner, within the
    meaning of Rule 13d-3 under the 1934 Act, of 20% or more of the combined
    voting securities; 

    (b) A tender offer or exchange offer, other than an offer by the Company, 
    pursuant to which shares of the Company's common stock have been purchased; 

    (c) The stockholders or directors of the Company have approved an agreement
    to merge or consolidate with or into another corporation and the Company is
    not the surviving corporation or an agreement to sell or otherwise dispose 
    of all or substantially all of the Company's assets (including a plan of 
    liquidation); or 

    (d) During any period of two consecutive years, individuals who at the 
    beginning of such period constituted the board of directors cease for any 
    reason to constitute at least a majority thereof. For this purpose, new 
    directors who were elected, or nominated (or approved for nomination in the
    case of nomination by a Committee of the Board) for election by shareholders
    of the Company, by at least two thirds of the directors then still in office
    who were, or are deemed to have been directors at the beginning of the 
    period, shall be deemed to have been directors at the beginning of the 
    period.

    2.16 Approved Change in Control shall mean the happening of any one of the
    following events, which, in each case was recommended to the shareholders by
    a vote of at least two-thirds of the non-employee directors of the Company
    then still in office who were in office two years prior to such event: 

    (a) Any person within the meaning of Sections 13(d) and 14(d) of the 
    Securities Exchange Act of 1934 (the "1934 Act"), other than the Company or
    any of its subsidiaries, has become the beneficial owner, within the meaning
    of Rule 13d-3 under the 1934 Act, of 20% or more of the combined voting 
    securities;
    
    (b) A tender offer or exchange offer, other than an offer by the Company,
    pursuant to which shares of the Company's common stock have been purchased;
    
    (c) The stockholders or directors of the Company have approved an agreement
    to merge or consolidate with or into another corporation and the Company is
    not the surviving corporation or an agreement to sell or otherwise dispose
    of all or substantially all of the Company's assets (including a plan of
    liquidation); or 

    (d) During any period of two consecutive years, individuals who at the 
    beginning of such period constituted the board of directors cease for any 
    reason to constitute at least a majority thereof. For this purpose, new 
    directors who were elected, or nominated (or approved for nomination in the
    case of nomination by a Committee of the Board) for election by shareholders
    of the Company, by the beginning of the period, shall be deemed to have been
    directors at the beginning of the period.

    ADMINISTRATION.




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    3.1 The Plan shall be administered by the Personnel 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 eligible employees of the Company and its subsidiaries shall be
    awarded basic stock units; (b) to determine the times when basic stock units
    shall be awarded and the number of basic stock units to be awarded to each
    participant; (c) to determine the time or times when amounts may become
    payable with respect to stock equivalent units within the limits provided in
    the Plan; (d) to prescribe the form of the instruments evidencing any basic
    stock units awarded under the Plan (which forms need not be identical); (e)
    to adopt, amend and rescind rules and regulations for the administration of
    the Plan and the stock equivalent units and for its own acts and
    proceedings; and (f) 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.

    3.2 The maximum number of basic stock units which may be awarded under the
    Plan is 41,400,000 subject to adjustment as determined by the Committee in
    event of a dividend payable in shares, a stock split or a combination of
    shares. No basic stock units may be awarded under the Plan after April 18,
    2002.

    PARTICIPATION.

    4.1 The participants in the Plan shall be such key salaried employees as may
    be selected from time to time by the Committee. Directors who are not
    employees shall not be eligible. The employees to whom basic stock units are
    awarded at any time may include employees to whom basic stock units were
    previously granted under the Plan.

    4.2 Awards of basic stock units shall be made from time to time by the
    Committee in its discretion. In addition, with respect to any award, the
    Committee shall have discretion to provide that all or any portion of that
    award shall be contingent on achievement by the participant or by any unit
    or units of the Company of any performance goal or goals over any period or
    periods of time ending before March 15 of the third year following the date
    of the award. Notwithstanding the above, the Committee may not award more
    than 100,000 basic stock units to any participant in any calendar year
    subject to adjustment as provided under Section 8.3.

    INDIVIDUAL ACCOUNTS.

    5.1 The Committee shall maintain a separate account for each award made
    under the Plan. Each such account shall show the information necessary to
    compute the participant's total credits in respect of each award, including
    the number of basic stock units awarded to the participant, the value of an
    equal number of shares on the date of the award, the amount credited to the
    account in respect of dividends, as provided below, the number of dividend
    equivalent units credited to the account and details as to any payments
    under the Plan which are deducted from the account.

    5.2 Whenever the Company pays a dividend (other than a stock dividend) upon
    its outstanding




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    common stock, there shall be credited to the separate account for each award
    a dollar amount equal to the value of such dividend per share multiplied by
    the number of stock equivalent units credited to the account on the record
    date for such dividend. However, no such credits shall be made with respect
    to any award after the maturity date thereof or after the date on which the
    participant ceases to be an employee. As of March 15 in each year the
    aggregate of the amounts so credited to the account since the prior March 15
    shall be converted into a number of dividend equivalent units by dividing
    such aggregate by the value of a share.

    5.3 In the event of a dividend payable in shares, or in the event of a stock
    split or combination of shares, the Committee shall make a corresponding
    change in the number of basic stock units and dividend equivalent units then
    credited to the account.

    5.4 On the maturity date of an award, the total amount payable with respect
    to such award shall become a fixed amount which will not change thereafter
    except that the Committee may provide for the payment of interest beginning
    at maturity on amounts whose payment is deferred to a date thereafter. Such
    fixed amount shall be the total credits in respect of such award on such
    maturity date.

    5.5 Whenever a payment is made under the Plan to a participant with respect
    to any award, there shall be a corresponding reduction in the number of
    stock equivalent units and other amounts credited to the participant's
    account in respect of such award, or in the case of a payment after maturity
    date or after the date on which the participant ceases to be an employee, in
    the amount then credited to the account. A similar reduction shall be made
    if a participant forfeits any portion of his interest in any awards.

    PAYMENT.

    6.1 Payments to a participant under the Plan may be made from time to time
    when segments of his total credits in respect of an award become vested, or
    payment may be deferred, all in accordance with rules established from time
    to time by the Committee.

    6.2.1 With respect to awards made on or before 12/31/83 fifteen percent of
    the total credits in respect of an award shall become vested on March 15 of
    the fourth calendar year following the calendar year of the award, an
    additional fifteen percent thereof (or, in cases of vesting after one or
    more prior payments under Section 6.3, the applicable vesting percentage
    thereof as provided below) shall become vested on March 15 of the fifth,
    sixth, seventh, eighth, and ninth calendar years following the calendar year
    of the award, and any unvested balance thereof shall become vested on the
    maturity date of such award.

    6.2.2 With respect to awards made after 12/31/83 twenty percent of the total
    credits in respect of an award shall become vested on March 15 of the third
    calendar year following the calendar year of the award, an additional twenty
    percent thereof (or, in cases of vesting after one or more prior payments
    under Section 6.3, the applicable vesting percentage thereof as provided
    below) shall become vested on March 15 of the fourth, fifth, and sixth
    calendar years following the calendar year of the award, and any unvested
    balance thereof shall become vested on the maturity date of




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    such award.

    6.2.3 Such vesting as described above shall occur only if the participant is
    an employee on the date of vesting and has been an employee continuously
    since the date of the award. The total credits in respect of all awards not
    at that time subject to any contingency pursuant to Section 4.2 shall become
    fully vested if the participant, while an employee, dies, incurs a
    disability, retires prior to his normal retirement date with the consent of
    the Company and under conditions approved by the Committee, or retires on or
    after his normal retirement date, and the total amount payable with respect
    thereto shall become a fixed amount which will not change thereafter, except
    that the Committee may provide for the payment of interest on amounts whose
    payment is deferred to a date thereafter. If the employment of a participant
    terminates as a result of the merger, sale or other absorption or
    termination of operations of a subsidiary or a division, all credits in
    respect of any such participant's award not at that time subject to any
    contingency pursuant to Section 4.2 may become vested if the Committee, in
    its sole discretion, determines such action to be in the best interests of
    the Company, and the total amount payable with respect thereto shall become
    a fixed amount which will not change thereafter, except that the Committee
    may provide for the payment of interest on amounts whose payment is deferred
    to a date thereafter. In connection with the determination of any
    participant's vested rights under this paragraph 6.2.3, the Committee may
    retroactively remove any contingency in effect pursuant to Section 4.2.
    Notwithstanding the above, in the event of an Unapproved or Approved Change
    in Control, if a participant retires prior to his normal retirement date the
    consent of the Company shall not be required and all credits and all
    contingencies with respect to the awards of such participant shall become
    fully vested and immediately payable.

    6.2.3.1 In the event of an Unapproved Change in Control, all contingencies
    then in effect pursuant to Section 4.2 shall be automatically removed and
    the total credits in respect of all awards of a participant shall become
    fully vested and payable (1) upon termination of the employment of a
    participant for any reason within one year of the Unapproved Change in
    control, or (2) upon termination of the employment of a participant at any
    time after an Unapproved Change in Control if such termination (a) is
    initiated by the Company, except that termination for willful misconduct
    shall not be treated as a termination under this subparagraph (2), or (b) is
    initiated by the participant for Good Reason. In the event of an Approved
    Change in Control, all contingencies then in effect pursuant to Section 4.2
    shall be automatically removed and the total credits in respect of all
    awards of a participant shall become fully vested and payable upon
    termination of the employment of a participant after an Approved Change in
    Control if such termination is (i) initiated by the Company, except that
    termination for willful misconduct shall not be treated as a termination
    under this sentence, or (ii) initiated by the participant for Good Reason.
    Good Reason, as used herein, shall mean any of the following: Assignment of
    any duties inconsistent with the position, duties, responsibilities and
    status of the employee or reduction or adverse change in the nature or
    status of responsibilities of the employee from those which existed on the
    date immediately preceding an Approved or Unapproved Change in Control; any
    reduction by the Company or any successor entity in the employees'
    compensation including benefits, other than such reduction required by law
    or required to maintain the tax-qualified status of any benefit Plan, from
    those which existed on the date immediately preceding an Approved or
    Unapproved Change in Control; or the Company or any successor entity
    requiring the employee to be based at a location in excess




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    of fifty miles from the location where the employee is based on the date
    immediately preceding an Approved or Unapproved Change in Control.

    "6.2.3.2 Notwithstanding any other provision of this Plan, (a) upon an
    employer-initiated termination of employment of a participant pursuant to
    the Restructuring Plan approved by the Board of Directors of the Company at
    its meeting on December 18, 1986, or the Reorganization Plan approved by the
    Board of Directors of the Company at its meeting on December 14, 1989 or the
    1994 Realignment Plan and Parker Integration Plan, or (b) upon the sale or
    other disposition of the unit, division or subsidiary in which a participant
    is employed pursuant to the Restructuring Plan approved by the Board of
    Directors of the Company at its meeting on December 18, 1986, or the
    Reorganization Plan approved by the Board of Directors of the Company at its
    meeting on December 14, 1989, which sale or other disposition results in the
    participant no longer being employed by the Company or any of its
    subsidiaries, or (c) upon the sale of the Jafra Cosmetics business pursuant
    to a certain Acquisition Agreement dated January 26, 1998 ('Jafra Sale')
    where a participant either (i) continues to be employed by Jafra immediately
    following the Jafra Sale or (ii) is terminated from the employment of the
    Company or any of its subsidiaries as a direct result of the Jafra Sale, all
    contingencies then in effect pursuant to Section 4.2 shall be automatically
    removed except with respect to contingencies which expire on February 19,
    1987. Further, in such event, the total credits in respect of all awards of
    a participant for which no contingencies remain in effect shall become fully
    vested and the amount of such awards shall be fixed and payable. With
    respect to awards or segments of awards which become vested under this
    subparagraph or any other award or segment thereof which becomes payable by
    reason of the participant's termination of employment, the participant may
    elect to receive such awards upon termination of employment or may, prior to
    the date participant's employment with the Company or any subsidiary
    terminates, elect to defer such award in accordance with the provisions of
    Paragraph 6.2.3 and rules established from time to time by the Committee.
    Notwithstanding the above, the removal of contingencies and the granting of
    vesting and deferral rights provided for in this Subparagraph 6.2.3.2 shall
    serve as partial consideration for a settlement of all claims and disputes
    which the participant may have against the Company, its subsidiaries,
    employees and agents and shall be subject to the execution by the
    participant of a release and settlement agreement in a form to be prescribed
    by the Committee." Effective as of (Closing Date of Jafra Sale).

    6.2.4 In order to make proper adjustment for any previous payments under
    Section 6.3, the applicable vesting percentage to be used in computing
    vested segments under the foregoing provisions of this Section 6.2 and in
    computing the amount of a payment under Section 6.3 or Section 6.4 shall be
    determined as follows: 

    (a) In computing such vested segment or the amount or a payment under 
    section 6.3 for awards made prior to 12/31/83, the applicable vesting 
    percentage to be applied to the total credits in respect of a particular 
    award shall be equal in value to a fraction whose numerator  is fifteen (or
    ten in the case of the final vested installment) and whose denominator is 
    (i) 100 minus (ii) fifteen multiplied by the number of vested segments 
    previously paid to the participant under Section 6.3. Payment of each vested
    segment shall be considered a separate payment. 

    (b) In the case of a payment under section 6.4 for awards made prior to 
    12/31/83, the applicable vesting percentage to be applied to the total 
    credits in respect of a particular award shall be equal in value to a 
    fraction whose numerator is (i) fifteen multiplied by the number of segments
    of the




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    award which have become vested in accordance with the foregoing provisions
    prior to the date on which the participant ceases to be an employee (but not
    more than 100 minus (ii) fifteen multiplied by the number of vested
    segments previously paid to the participant under Section 6.3, and whose
    denominator is 100 minus (ii) above. 

    (c) In computing such vested segment or the amount or a payment under 
    section 6.3 for awards made after 12/31/83, the applicable vesting 
    percentage to be applied to the total credits in respect of a particular
    award shall be equal in value to a fraction whose numerator is twenty and 
    whose denominator is (i) 100 minus (ii) twenty multiplied by the number of
    vested segments previously paid to the participant under Section 6.3. 
    Payment of each vested segment shall be considered a separate payment. 

    (d) In the case of a payment under section  6.4 for awards made after 
    12/31/83, the applicable vesting percentage to be applied to the total 
    credits in respect of a particular award shall be equal in value to a 
    fraction whose numerator is (i) twenty multiplied by the number of segments
    of the award which have become vested in accordance with the foregoing 
    provisions prior to the date on which the participant ceases to be an 
    employee (but not more than 100 minus (ii) twenty multiplied by the number 
    of vested segments previously paid to the participant under Section 6.3, and
    whose denominator is 100 minus (ii) above.

    6.3 Prior to any date on which a participant is to acquire a vested interest
    or additional vested interest in the total credits in respect of an award,
    the participant shall make an election, at the time and in a manner
    specified by the Committee, as to the time when payment is to be made of the
    segment or segments of such total credits which may become vested on such
    date. The participant may elect (a) to receive payment within a reasonable
    time after such date or (b) to defer payment in accordance with rules
    established from time to time by the Committee. In the event of an Approved
    or Unapproved Change in Control, the participant may, upon any date, revoke
    his election to defer receipt of any or all interests in respect of an award
    and the Company shall make payment to the participant of the value of any
    vested interest or interests, within a reasonable time after such revocation
    and with respect to interests which have not yet vested as of the date of
    such revocation, within a reasonable time after such interests become
    vested. If no such election is made, payment shall be made within a
    reasonable time after the date on which such vested interest or additional
    vested interest is acquired.

    The amount of any payment shall be computed by multiplying the total credits
    in respect of the award at the time of payment, or in the case of revocation
    of an election to defer, at the time of such revocation, by the applicable
    vesting percentage. The Committee may provide for the payment of interest
    beginning upon maturity for amounts deferred beyond maturity.

    6.4 If a participant ceases to be an employee for any reason not specified
    in Section 6.2, his vested interest in respect of each award shall thereupon
    become a fixed amount which will not change thereafter. Such fixed amounts
    shall be determined by multiplying the total credits in respect of each
    award on the date of termination of employment by the applicable vesting
    percentage. The participant shall thereupon forfeit his interest in any
    amounts then credited to his account to the extent his interest has not
    become vested. Payment of vested interests shall be made in accordance with
    rules established from time to time by the Committee.


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    6.5 If a participant dies prior to termination of his employment, an amount
    equal to his total credits in respect of all awards not subject to any
    contingency pursuant to Section 4.2 shall be paid to his executor or
    administrator or as otherwise provided by law valued as of the date of
    death.

    6.6 All payments will be made in cash and will be subject to any required
    tax withholdings. 

    AMENDMENT AND TERMINATION. 

    7.1 The Board of Directors of the Company or the Personnel Committee of the
    Board of Directors if and to the extent authorized may at any time amend the
    Plan for the purposes of satisfying the requirements of any changes in
    applicable laws or regulations or for any other purpose which may be 
    permitted by law, except that neither the Board of Directors or the 
    Personnel Committee of the Board of Directors may, without the approval of 
    the stockholders of the Company, increase the maximum number of basic stock
    units that may be awarded under the Plan or increase the time within which 
    basic stock units may be awarded, as provided in Section 3.2, or extend the
    maturity date of an award beyond March 15 of the tenth calendar year 
    following the calendar year in which the award was made. Notwithstanding the
    above, in the event of an Approved or Unapproved Change in Control, no 
    amendment to the Plan which provides for prospective Plan benefits and other
    terms and conditions any less favorable to Plan participants than those 
    which existed prior to the amendment shall be effective unless it provides 
    that all contingencies which are then in existence be removed and all awards
    which are unvested prior to such amendment shall become immediately vested 
    and payable.

    7.2 The Board of Directors of the Company may terminate the Plan at any time
    except that after an Approved or Unapproved Change in Control such Plan may
    not be terminated without providing that all contingencies then in existence
    shall be removed and all unvested awards shall become immediately vested and
    payable.

    7.3 No such amendment or termination shall adversely affect the rights of
    any participant (without his consent) under any award previously made or
    after an Approved Change in Control deprive a participant of a benefit or
    right which became operative upon an Approved Change in Control or after an
    Unapproved Change in Control deprive a participant of a benefit or right
    which became operative upon an Unapproved Change in Control.

    MISCELLANEOUS.

    8.1 The interest under the Plan of any participant, his heirs or legatees
    shall not be alienable by the participant, his heirs or legatees by
    assignment or any other method and shall not be subject to being taken by
    his creditors by any process whatsoever.

    8.2 The Plan shall not be deemed to give any participant or employee the
    right to be retained in the employ of the Company or any subsidiary nor
    shall the Plan interfere with the fight of the Company or any subsidiary to
    discharge any employee at any time.

    8.3 In the event of a stock dividend, split-up or combinations of shares,
    recapitalization for merger




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    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 used as a basis for granting awards under the Plan, the units then
    outstanding or to be granted thereunder, the maximum number of basic stock
    units which may be granted, the unit value 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 complete liquidation of the Company, all outstanding basic
    stock units and dividend equivalent units shall thereafter accrue no further
    value, provided that at least twenty days prior to the effective date of any
    such consolidation or merger, the Board of Directors shall either (a) make
    all outstanding basic units and dividend equivalent units immediately vested
    and payable, or (b) arrange to have the surviving corporation grant
    replacement units to the participants.

    MARCH, 1998



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