Exhibit 10(g)


AMENDED AND RESTATED


EMPLOYMENT AGREEMENT


     THIS AMENDED AND
RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of December 23, 2004, is made and entered by and between
The Gillette Company, a Delaware corporation (together with its successors and assigns permitted under this Agreement, the
“Company”), and James M. Kilts (the “Executive”).


W I T N E S S E T H :


     WHEREAS, the
Company and the Executive entered into an employment agreement dated as of January 19, 2001, which was amended as of January 19,
2001 (“Amendment No. 1”), and was further amended as of August 27, 2002 (“Amendment No. 2”),
August 6, 2003 (“Amendment No. 3”), and March 24, 2004 (“Amendment No. 4”) (with such amendments,
the “Existing Employment Agreement”);


     WHEREAS, the Executive
currently serves as the Chairman of the Board and Chief Executive Officer of the Company; and


     WHEREAS, the Company and
the Executive desire to amend and restate the Existing Employment Agreement to integrate all such prior amendments and to make
certain further minor amendments, all as set forth herein;


     NOW, THEREFORE, in
consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the receipt of
which is mutually acknowledged, the Company and the Executive (individually a “Party” and together the
“Parties”) agree as follows:


     1. Definitions.


    
 (a). “Affiliate” of a specified person or entity shall mean a person or entity that directly or indirectly
controls, is controlled by, or is under common control with the person or entity specified.


    
 (b) “Base Salary” shall mean the annualized salary provided for in Section 4 below or any increased salary
granted to the Executive pursuant to Section 4.


   
  (c) “Board” shall mean the Board of Directors of the Company.


   
  (d) “Bonus Payment Amount” shall mean the amount actually paid to the Executive pursuant to Section 13
of the Company’s


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Incentive Bonus Plan
or any comparable provision of any successor annual bonus plan.


    
 (e) “Cause” shall mean:


    
 (i) the Executive is convicted of, or pleads guilty or nolo contendere to, a felony or of any crime involving
moral turpitude; or


   
  (ii) the Executive is guilty of willful gross neglect in carrying out his duties under this Agreement or of willful
gross misconduct that results, or could reasonably be expected to result, in either case, in material harm to the business or
reputation of the Company, unless, in either case, the Executive acted, or failed to act, in a good faith belief that such act or
failure to act was in, or not contrary to, the best interests of the Company.


   
  (f) “Change of Control” shall mean


   
  (i) 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 Section 1(f)(i), the
following acquisitions of Outstanding Company Common Stock or Outstanding Company Voting Securities 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 Affiliated Company or (iv) any acquisition by any
corporation pursuant to a transaction that is excluded from Section 1(f)(iii) because it complies with Sections l(f)(iii)(A),
l(f)(iii)(B) and l(f)(iii)(C).


   
  (ii) Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any
reason to constitute at least a majority of the Board; provided, however, that any individual 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


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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.


   
  (iii) 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


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


   
  (g) “Change of Control Effective Date” shall mean the first date on which a Change of Control occurs.
Notwithstanding anything in


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this Agreement to
the contrary, if a Change of Control occurs and if the Executive’s employment with the Company is terminated prior to a Change
of Control, and if it is reasonably demonstrated by the Executive that such termination of employment (1) was at the request of a
third party that has taken steps reasonably calculated to effect a Change of Control or (2) otherwise arose in connection with or
anticipation of a Change of Control, then “Change of Control Effective Date” means the date immediately prior to the date
of such termination of employment.


   
  (h) “Commencement Date” shall be January 19, 2001.


   
  (i) “Disability” shall mean the Executive’s inability, due to physical or mental incapacity, to
substantially perform his duties and responsibilities under this Agreement for a period of six consecutive months as determined by a
medical doctor selected by the Company and the Executive. If the Parties cannot agree on a medical doctor, each Party shall select a
medical doctor and the two doctors shall select a third who shall be the approved medical doctor for this purpose.


   
  (j) “Fair Market Value”, when used with respect to the value of a security on a particular date, shall
mean (A) the average of the high and low trading prices of the security on the principal national securities exchange or national
market system on which the security is then listed or traded, in each case during normal business hours on such date or, if such
date is not a trading day, on the most recent trading day that precedes such date or (B) if the security is not listed or traded on
a national market system or national securities exchange as of such date, then the value as agreed by the Parties, or in the absence
of such agreement, fair market value as determined by an independent appraiser on a going forward basis, determined without discount
for transfer restrictions, lack of liquidity, minority status, or similar factors. For purposes of this Section 1(j), an
“independent appraiser” is a nationally recognized, independent investment banking or accounting firm that has relevant
appraisal experience and that is agreed upon by both Parties.


   
  (k) “Good Reason” shall mean the occurrence of any of the following events without the prior written
consent of the Executive:


   
  (i) a reduction in the Executive’s then current Base Salary or target bonus opportunity as a percentage of Base
Salary;


   
  (ii) the taking of any other action by the Company that would diminish the incentive opportunities of the Executive as
required hereunder;


   
  (iii) the taking of any action by the Company that would significantly diminish the aggregate value of the benefits


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(other than
an across-the-board reduction applicable to employees generally) provided to the Executive under the Company’s medical, health,
accident, disability, life insurance, thrift and retirement plans;


   
  (iv) the failure to elect or reelect the Executive to any of the positions described in Section 3 below or removal of
him from any such position;


   
  (v) a material diminution in the Executive’s duties or the assignment to the Executive of duties which are
materially inconsistent with his duties or which materially impair the Executive’s ability to function as the Chairman and
Chief Executive Officer of the Company;


   
  (vi) a change in the reporting structure so that the Executive reports to someone other than the Board;


   
  (vii) relocation of the Executive’s principal place of employment to a location other than Boston, Massachusetts,
or, after the Change of Control Effective Date, requiring the Executive to travel on Company business to a substantially greater
extent than required immediately prior to such Change of Control Effective Date;


   
  (viii) a material breach by the Company of any provision of this Agreement or of any stock option or other equity award
agreement;


   
  (ix) any purported termination of the Executive’s employment by the Company that is not effected in accordance with
Section 14(b), Section 14(c) or Section 14(d) (relating, respectively, to Disability, Cause or “without Cause”
terminations); or


   
  (x) the failure of the Company to obtain the assumption in writing of its obligation to perform this Agreement by any
successor to all or substantially all of the assets of the Company within 15 days after a merger, consolidation, sale or similar
transaction.


After the Change of Control Effective Date, any
good faith determination of Good Reason by the Executive shall be conclusive.


   
  (l) “Highest Annual Bonus” shall mean an amount equal to the product of (i) the Executive’s Base
Salary at the date of termination and (ii) the Highest Annual Bonus Percentage.


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  (m) “Highest Annual Bonus Percentage” shall mean the higher of (i) the Executive’s Recent Annual
Bonus Percentage and (ii) one-hundred percent (100%).


   
  (n) “Pro Rata” shall mean a fraction, the numerator of which is the number of days that the Executive
was employed in the applicable performance period and the denominator of which shall be the number of days in the applicable
performance period.


   
  (o) “Recent Annual Bonus Percentage” shall mean the highest actual annual bonus percentage awarded to
the Executive under the Company’s annual incentive plans, or any comparable bonus under any predecessor or successor plan, for
the last three full fiscal years (or such lesser number of years that the Executive has been employed) prior to the Change of
Control Effective Date.


   
  (p) “Term of Employment” shall mean the period specified in Section 2 below (including any extension as
provided therein).


     2. Term of Employment.


   
  (a) The Term of Employment began as of the Commencement Date, and shall extend through January 19, 2006, with automatic
one-year extensions thereafter, unless either Party notifies the other at least 90 days before such automatic extension that the
Term of Employment is not to so extend. Notwithstanding the foregoing, the Term of Employment shall end on the date on which the
Executive’s employment is earlier terminated by either Party in accordance with the provisions of Section 14.


     3. Position,
Duties and Responsibilities.


   
  (a) The Executive shall serve as the Chairman of the Board and Chief Executive Officer of the Company and shall, subject
to the following sentence, be responsible for the general management of the affairs of the Company. The Executive assumed his
responsibilities as Chief Executive Officer effective February 12, 2001. The Executive shall be a member of the Board during the
Term of Employment and the Board shall designate the Executive as its Chairman. The Executive, in carrying out his duties under this
Agreement, shall report to the Board. During the Term of Employment, the Executive shall devote substantially all of his business
time and attention to the business and affairs of the Company.


   
  (b) Nothing herein shall preclude the Executive from (i) serving on the boards of directors of a reasonable number of
other corporations with the concurrence of the Board (which approval shall not be unreasonably withheld), (ii) serving on the boards
of a reasonable number of trade associations and/or charitable organizations, (iii) engaging in charitable activities and community
affairs, and (iv) managing


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his personal
investments and affairs, provided that such activities set forth in this Section 3(b) do not conflict or materially interfere with
the effective discharge of his duties and responsibilities under Section 3(a).


     4. Base Salary.


     During the Term of
Employment, the Executive shall be paid a Base Salary, payable in accordance with the regular payroll practices of the Company, of
$1 million per year. The Base Salary shall be reviewed annually for any increase in the discretion of the Personnel Committee of the
Board.


     5. Annual Incentive
Award.


     During the Term of
Employment, the Executive shall have a target bonus opportunity each year equal to 100% of Base Salary, payable in that amount if
the performance goals established for the relevant year are met. If such performance goals are exceeded, the Executive shall receive
a larger amount of up to 200% of Base Salary. For the year 2001, Executive’s minimum award shall be equal to target, determined
on a Pro Rata basis. The performance goals for each year shall be established by the Personnel Committee in consultation with the
Executive. The Executive shall be paid his annual incentive awards no later than the date other senior executives of the Company are
paid their annual incentive awards and in no event later than 90 days following the last day of the fiscal year in respect of which
the annual incentive award is being paid. The Company may, but shall not be required to, implement the foregoing pursuant to a
shareholder-approved bonus plan or arrangement that satisfies the requirements for exemption from the limitation on deductibility
imposed by Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) that is set forth in
Section 162(m)(4)(C) of the Code.


Notwithstanding the foregoing, for each fiscal
year of the Company which ends in the two-year period following the Change in Control Effective Date, the Executive’s award
shall be not less than the amount determined by multiplying his Base Salary for such year by the Recent Annual Bonus Percentage.


     6. Sign-on Arrangements.


   
  (a) Cash Sign-on Bonus. Following the Commencement Date, the Company paid the Executive a cash bonus of $250,000.


   
  (b) Stock Option Grant. As of the Commencement Date the Company granted the Executive a ten-year option to purchase two
million shares of The Gillette Company common stock, in the form attached hereto as Exhibit A.


     7. Additional Long-Term
Incentive Awards.


   
  (a) Stock Options.



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  (i) The Executive received a stock option grant of 650,000 shares in 2001, 700,000 shares in 2002, and one million
shares in 2003. The grants were made pursuant to The Gillette Company 1971 Stock Option Plan (the “Plan”) and,
except as provided in this Agreement, shall be controlled by the terms and conditions of the Plan.


   
  (ii) On January 2, 2004, pursuant to Amendment No. 3, the Company granted the Executive, under the Plan, a ten-year
option to purchase one million shares (the “January 2, 2004 Options”). The January 2, 2004 Options shall vest
annually in one third segments over a three year period, such that the first segment vests on January 19, 2005, the second segment
vests on January 19, 2006, and the final segment vests on January 19, 2007. The grant was made pursuant to the Plan and, except as
provided in this Agreement, shall be controlled by the terms and conditions of the Plan.


   
  (iii) On June 17, 2004, pursuant to Amendment No. 4, the Company granted the Executive a ten year option to purchase one
million shares (the “2004 Equity Award”). The grant was made pursuant to The Gillette Company 2004 Long-Term
Incentive Plan (the “2004 Plan”) and has the terms and conditions set forth in Exhibit B attached hereto.


   
  (b) Other Stock-based Awards.


   
  (i)


   
  (A) On August 6, 2003, pursuant to Amendment No. 3, the Company awarded the Executive one million stock appreciation
rights, based upon the difference between the Fair Market Value of the Company’s common stock on June 19, 2003 and January 2,
2004. On January 2, 2004, pursuant to Amendment No. 3, the value of the stock appreciation rights was automatically converted into
108,480.1762 Stock Units (“SUs”) and credited to a Stock Unit account for the Executive on the books of the
Company.


   
     Each time a dividend is paid on the Company’s common stock having a record date on or after
January 2, 2004, the Company shall make additional credits to the Executive’s SU account calculated by multiplying the dividend
amount per share of the Company’s common stock by the number of SUs credited to the Executive’s account as of the record
date of the dividend and dividing


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the result by the
Fair Market Value as of the dividend payment date.


   
  (B) The value of the Executive’s SU account shall be paid to the Executive in cash in a single lump sum on the
“Payment Date” which shall be the earlier of (A) the date one year from the date of his termination of employment or (B) a
Change of Control. The payment shall equal the Fair Market Value of the SUs credited to his account on the Payment Date. If such
date does not fall on a business day on which the Company’s common stock is traded on the NYSE, such calculation shall be made
using the Fair Market Value as of the next business day on which the Company’s common stock is traded on the NYSE.


   
  (C) Notwithstanding the above, the Executive shall be entitled to receive the dollar value of the SUs held in his
account only if he remains employed by the Company through January 19, 2005 unless prior to such date there is (x) a Change of
Control or (y) a termination of employment which is initiated by the Company without Cause, initiated by the Executive for Good
Reason, or as a result of Death or Disability. In the event the Executive’s employment is terminated by the Company with Cause
or by the Executive voluntarily without Good Reason prior to January 19, 2005, the SUs shall be cancelled and no payment shall be
made by the Company pursuant to this Section 7(b). In the event of the Executive’s death prior to the payment of the award, the
value of his SU account shall be paid to his estate on the one year anniversary of his death.


   
  (ii) Unless the Executive's employment is terminated prior to June 30, 2005 by reason of Termination for Cause,
resignation without Good Reason, Disability or Death, no later than June 30, 2005 the Company will grant the Executive, under the
Plan, the 2004 Plan or any successor plan, a long-term equity opportunity consisting of options to purchase shares of common stock
of the Company and/or such other equity awards as may be permitted under such plan in such amount and upon such terms as shall be
determined by the Board of Directors of the Company taking into consideration the long term incentive compensation opportunities for
the comparable long term cycle of chief executive officers of peer group companies (the “2005 Equity Award”). If the
Executive's employment is terminated prior to January 19, 2006 due to termination by the Company for Cause or


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resignation without
Good Reason, the 2005 Equity Award shall be cancelled.


   
  (c) Change of Control. Upon the occurrence of a Change of Control, all outstanding options held by the Executive which
are not yet exercisable shall become immediately exercisable and all other equity awards shall vest and become non-forfeitable,
redeemable and/or otherwise free of restrictions.


   
  (d) Ongoing Long-Term Incentive Awards. The Executive shall be eligible to participate in any long-term incentive
program that may hereafter be made available to other senior-level executives generally; provided, that the Executive’s
participation therein shall take into account the grants to him pursuant to this Section 7.


     8. Stock Purchase.


     The Executive
bought $1 million in The Gillette Company common stock with his own funds from the Company on the Commencement Date, at a price per
share equal to the Fair Market Value on the Commencement Date, and agreed to hold these shares for a period of no less than three
years.


     9. Employee Benefit
Programs.


     During the Term of
Employment, the Executive shall be entitled to participate in all employee pension and welfare benefit plans, programs and
arrangements made available to the Company’s senior-level executives or to its employees generally on the same terms and
conditions as other senior-level executives, as such plans, programs or arrangements may be in effect from time to time, including,
without limitation, pension, profit sharing, savings, estate preservation and other retirement plans or programs, 401(k), medical,
dental, hospitalization, short-term and long-term disability plans, accidental death and dismemberment protection, travel accident
insurance, and all other pension or retirement plans or programs and employee welfare benefit plans or programs that may be
sponsored by the Company from time to time, including any plans or programs that supplement the above-listed types of plans
or programs, whether funded or unfunded; provided, however, that the Executive shall not participate in any of the Company’s
executive or group life insurance programs and, in lieu thereof and substitution therefor, the Company shall pay the premium cost of
the certain term life insurance policies (nos. MH0003676 and MH0003677 each issued as of December 28, 1999 by Old Line Life
Insurance Co. of America) covering the Executive and his spouse during the Term of Employment or until the sooner termination of
such policies. The Executive’s participation shall be based on, and the calculation of all benefits shall be based on, the
assumptions that the Executive has met all service-period and other requirements for such participation. The Executive shall be
entitled to six weeks paid vacation per calendar year of employment. The Executive agrees to cooperate with any


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required eligibility procedures with respect to
such plans, programs and arrangements, including without limitation customary medical underwriting procedures.


     10. Supplemental Pension.


   
  (a) Following any termination of his employment with the Company other than by the Company for Cause or as a result of
his death, the Executive shall be entitled to receive a supplemental pension benefit with annual payments equal to five percent (5%)
of his Average Final Annual Compensation (as defined below) multiplied by his full and partial years of service with the Company
(including any additional years of credited service pursuant to Sections 14(d) and 15(c)); provided however, that the maximum annual
pension to which the Executive shall be entitled shall be 50% of his Average Final Annual Compensation. For this purpose,
“Average Final Annual Compensation” shall be defined as the Executive’s average cash compensation for the 36
consecutive months of highest cash compensation or such shorter period as the Executive has been employed by the Company, if the
Executive has been employed for less than 36 months with the Company. Cash compensation shall include all salary and bonuses earned
in respect of such 36-month period, regardless of when paid. The supplemental pension shall be fully vested and shall be paid
monthly with the first payment to be made at the beginning of the first month following the termination of the Executive’s
employment hereunder. The Executive’s entitlement to the supplemental pension benefit (apart from the determination of the
amount of the benefit as set forth in the first sentence) shall apply without regard to the period of the Executive’s
employment with the Company.


   
  (b) If the Executive should die with a spouse surviving him after he has commenced receiving a benefit under this
Section 10 (or would have commenced receiving a benefit but for the offset provided under Section 10(c)), the spouse’s benefit,
payable monthly, shall be determined in accordance with an election to be made by the Executive prior to the commencement of the
supplemental pension benefit. The post-retirement benefit provided the spouse shall result in the normal actuarial discount applied
to a joint and survivor benefit pursuant to the Company’s tax-qualified pension plan.


   
  (c) Notwithstanding the foregoing, the supplemental pension benefit (including a spouse’s benefit) determined in
accordance with this Section 10 shall be offset (but not below zero) by any pension benefit (including a survivor’s benefit) or
long-term disability benefit received by the Executive (or pension or survivor benefit received by the spouse) under any of the
Company’s defined benefit pension or long-term disability benefit plans but shall not be offset by any other pension or
retirement benefit paid by any prior employer of the Executive.


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     11. Perquisites.


     The Executive shall
be entitled to perquisites on the same basis as provided to other senior level executives and, in any event, shall be entitled to
have the Company provide the following:


   
  (a) a car and driver for business purposes, including commutation, as provided in Section 13, and as needed or required
for security purposes;


   
  (b) reimbursement of tax and financial counseling fees under the terms of the Company’s Senior Executive Financial
Planning Program; provided, however, that beginning in 2004 the maximum reimbursement for such fees shall be $25,000 per year;


   
  (c) a residential security system;


   
  (d) membership and annual fees for two luncheon clubs; and


   
  (e) an annual physical by the doctor of his choice, including gross-up for any tax liabilities the Executive incurs in
respect to the provision of such annual physical.


     12. Aircraft Travel.


     For security
purposes, the Executive shall be required to use, at Company expense, private aircraft for travel in North America including,
without limitation, his weekly commutation as provided in Section 13. Outside North America he shall be entitled to first class air
travel.


     13. Reimbursement
of Business and Other Expenses; Commutation; Relocation.


     The Executive is
authorized to incur reasonable expenses in connection with carrying out his duties and responsibilities under this Agreement and the
Company shall promptly reimburse him for all such expenses incurred in connection with carrying out the business of the Company,
subject to documentation in accordance with the Company’s policy. The Company paid legal fees and expenses of $100,000 that
were incurred by the Executive in connection with the negotiation and implementation of the Executive’s employment arrangements
with the Company, including, without limitation, gross-up for any tax liabilities the Executive incurred with respect to such
payments.


     The Executive
shall be under no obligation to relocate his personal residence to the Boston area. The Company shall provide and maintain for the
Executive a 2-room apartment with full hotel services in the Boston area mutually acceptable to the Company and the Executive and
pay any costs associated with


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the Executive’s weekly commuting from
Boston to the Executive’s residence in Rye, New York including, without limitation, gross-up for any tax liabilities Executive
incurs with respect to commutation costs.


     In the event the
Executive relocates from the New York area to the Boston area, the Company will pay all costs associated with his relocation,
including, without limitation, gross-up for any tax liabilities Executive incurs with respect to such relocation payments or
reimbursements.


     14. Termination of
Employment.


   
  (a) Termination Due to Death. In the event that the Executive’s employment hereunder is terminated due to his
death, his estate or his beneficiaries, as the case may be, shall be entitled to the following:


   
  (i) Base Salary through the date of his death;


   
  (ii) a Pro-Rata annual incentive award for the year in which the Executive’s death occurs based on the target bonus
for the year of termination, payable promptly following his death;


   
  (iii) full vesting of all outstanding stock options with exercise periods (a) for all outstanding stock options granted
prior to the year 2002, equal to the lesser of one year and the remainder of their originally scheduled terms, (b) for all
outstanding stock options granted in the year 2002 or 2003, equal to the lesser of three years and the remainder of their originally
scheduled terms and (c) for the January 2, 2004 Option, the 2004 Equity Award and the 2005 Equity Award, in which case such
termination shall be treated as a retirement, for the remainder of their originally scheduled terms; and all other equity awards
shall vest and become non-forfeitable, redeemable and/or otherwise free of restrictions.


   
  (b) Termination Due to Disability. In the event that the Executive’s employment hereunder is terminated by either
Party hereto due to the Executive’s Disability, he shall be entitled to the following:


   
  (i) Disability benefits provided in accordance with the long-term disability program in effect for senior executives at
the Company; provided, however, in no event shall such benefits provide the Executive less than 50% of his then Base Salary to age
65;


   
  (ii) Base Salary through the end of the month before the month in which Disability benefits commence;


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  (iii) a Pro-Rata annual incentive award for the year in which the termination occurs based on the target bonus for the
year of termination, payable promptly following the termination of his employment;


   
  (iv) full vesting of all outstanding stock options with exercise periods (a) with respect to all outstanding stock
options granted prior to the year 2002, equal to the lesser of one year and the remainder of their originally scheduled terms, (b)
with respect to all stock options granted in the year 2002 or 2003, equal to the lesser of three years and the remainder of their
originally scheduled terms and (c) for the January 2, 2004 Option, the 2004 Equity Award and the 2005 Equity Award, in which case
such termination shall be treated as a retirement, for the remainder of their originally scheduled terms; all other equity awards
shall vest and become non-forfeitable, redeemable and/or otherwise free of restrictions; and


   
  (v) continued participation in all medical, dental, vision and hospitalization insurance coverage and benefits and in
all other employee welfare benefit plans or programs in which he was participating on the date of the termination of his employment
for a period of 24 months following such date, on the same terms and conditions as if he had remained employed by the Company;
provided that to the extent that the Company’s plans do not permit continuation of the Executive’s participation
throughout such period, the Company shall provide the Executive, no less frequently than quarterly in advance, with an amount which,
after taxes, is sufficient for him to purchase equivalent benefits.


     In no event shall
a termination of the Executive’s employment hereunder for Disability occur until the Party terminating his employment gives
written notice to the other Party in accordance with Section 28 below.


   
  (c) Termination by the Company for Cause.


   
  (i) A termination for Cause shall not take effect unless the provisions of this subclause (i) are complied with. The
Executive shall be given written notice by the Board of the intention to terminate him for Cause, such notice (A) to state in detail
the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is
based and (B) to be given within 60 days of the Board’s learning of such act or acts or failure or failures to act. In the
event the proposed termination is based on subclause (ii) of Section 1(e) above, the Executive shall have ten calendar days after
the date that such written notice has been given to the Executive in which


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to cure such
conduct. If he fails to cure such conduct, the Executive shall then be entitled to a hearing before the Board, and, thereafter, upon
a determination by affirmative vote of no fewer than three-quarters of the members of the Board that Cause exists, he shall be
terminated for Cause.


   
  (ii) In the event the Company terminates the Executive’s employment hereunder for Cause:


   
  (A) he shall be entitled to Base Salary through the date of the termination; and


   
  (B) all stock options shall be forfeited.


   
  (d) Termination without Cause or Termination for Good Reason.


     In the event (x)
the Executive’s employment hereunder is terminated by the Company without Cause, other than due to Disability or death, or (y)
the Executive terminates his employment for Good Reason hereunder at his initiative within 60 days following the occurrence of a
Good Reason which has not been cured by the Company within 20 calendar days of receipt of notice thereof from the Executive, the
Executive shall be entitled to the following benefits:


   
  (i) Base Salary through the date of termination;


   
  (ii) a Pro-Rata annual incentive award for the year of termination, based on the target bonus for such year, payable
promptly following such termination;


   
  (iii) a lump sum payment in an amount equal to two times the Executive’s Base Salary, determined as provided in the
last sentence of this Section 14(d), payable promptly following such termination;


   
  (iv) a lump sum payment in an amount equal to two times the Executive’s target annual incentive award for the year
of termination, payable promptly following such termination;


   
  (v) all outstanding stock options shall become fully vested and exercisable and such termination shall be treated as a
retirement and, in the case of stock options granted prior to the year 2002, shall remain exercisable for a period equal to the
lesser of the remainder of their originally scheduled terms and five years and in the case of stock options granted in the year 2002
or thereafter, such stock options shall remain exercisable for the remainder of their originally scheduled terms; all other equity


15











awards shall vest
and become non-forfeitable, redeemable and/or otherwise free of restrictions;


   
  (vi) two additional years of service for the purpose of determining the supplemental pension benefit pursuant to Section
10; provided, however, that the total number of years of service taken into account in determining such benefit shall in no event
exceed ten (10); and


   
  (vii) continued participation in all medical, dental, vision and hospitalization insurance coverage and benefits and in
all other employee and senior-level executive welfare benefit plans, programs and arrangements in which he was participating on the
date of the termination of his employment, on the same terms and conditions as if he had remained employed by the Company, for a
period equal to 24 months following the termination of his employment; provided, however, that if the Executive becomes re-employed
with another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the medical
and other welfare benefits described above shall be secondary to those provided under such other plan during such applicable period
of eligibility, provided that, to the extent that the Company’s plans, programs and arrangements
do not permit such continuation of the Executive’s participation following his termination, the Company shall provide the
Executive, no less frequently than quarterly in advance with an amount which, after taxes, is sufficient for him to purchase
equivalent benefits.


     For purposes of
Section 14(d)(iii) above, Base Salary shall be determined by the Base Salary at the annualized rate in effect on the date of
termination of the Executive’s employment, provided however, if, prior to the termination of the Executive’s employment
pursuant to this Section 14(d), the Base Salary has been reduced without the Executive’s consent, the Base Salary in effect on
the date of termination of the Executive’s employment shall be deemed to be the Base Salary as in effect prior to such
reduction.


   
  (e) Voluntary Termination. In the event that Executive terminates his employment hereunder on his own initiative, other
than a termination in accordance with Section 14(a), 14(b) or 14(d) (relating respectively to death, Disability and “without
Cause” terminations) (except to the extent otherwise provided in Section 14(f)), he shall be entitled to:


   
  (i) Salary through the date of the termination; and


16











   
  (ii) the lesser of 90 days and the remainder of the regularly scheduled option term to exercise vested stock options and
all unvested options shall be forfeited.


A voluntary termination by the Executive is not
a breach of this Agreement.


   
  (f) Retirement.


   
  (i) Options granted on or prior to January 2, 2004. The Executive shall be entitled to retire for the purposes of the
stock options granted to him prior to January 2, 2004, by voluntarily terminating his employment after January 19, 2004 whereupon
any such stock options which are not then vested shall become vested and exercisable. The Executive shall be entitled to retire for
the purposes of any stock options granted to him on January 2, 2004 by voluntarily terminating his employment after January 19, 2005
whereupon any such stock options that are not then vested shall become vested and exercisable. All stock options granted prior to
the year 2002 shall remain exercisable for a period equal to the lesser of the remainder of their originally scheduled terms or five
years, and all stock options granted during the years 2002, 2003 and the January 2, 2004 Options shall remain exercisable for the
remainder of their originally scheduled terms.


   
  (ii) The 2004 and 2005 Equity Award. The Executive shall be entitled to retire with respect to the 2004 Equity Award and
the 2005 Equity Award by voluntarily terminating his employment after January 19, 2006. Upon such termination for retirement, the
2004 Equity Award and the 2005 Equity Award shall vest and become non-forfeitable, redeemable and/or otherwise free of restrictions
and, in the case of any stock options granted under either award, shall become immediately exercisable and shall remain exercisable
for the remainder of their original terms; provided that in the event of such a retirement, absent a Change of Control, any shares
of stock acquired upon the exercise of any stock options granted under the 2004 Equity Award which vest and become exercisable by
reason of such retirement shall not be sold by the Executive for one year from the date of such retirement and any shares of stock
acquired by the Executive upon the exercise of any stock options granted under the 2005 Equity Award which vest and become
exercisable by reason of such retirement shall not be sold by the Executive for two years from the date of such retirement.


   
  (g) Other Termination Benefits. In the case of any termination of his employment with the Company, the Executive or his
estate, where applicable, shall also be entitled to prompt payment or provision of:


17











   
  (i) the supplemental pension benefit described in Section 10 (other than following a termination for Cause or death);


   
  (ii) unless Executive has been terminated for Cause, the balance of any incentive awards due for performance periods
which have been completed, but which have not yet been paid (subject to deferral of payments to the extent the Executive has
elected, irrevocably, such deferral);


   
  (iii) any expense reimbursements due the Executive; and


   
  (iv) other benefits, including senior level executive benefits, if any, in accordance with applicable plans, programs
and arrangements of the Company.


   
  (h) No Mitigation; No Offset. In the event of any termination of his employment hereunder, the Executive shall be under
no obligation to seek other employment and except in the event of a termination by the Company for Cause there shall be no offset
against amounts or benefits due the Executive under this Agreement on account of any claims asserted by the Company or any
remuneration or benefits attributable to any subsequent employment that he may obtain, except to the extent set forth in Section
14(d)(vii).


   
  (i) Nature of Payments. Any amounts due under this Section 14 are in the nature of severance payments considered to be
reasonable by the Company and are not in the nature of a penalty.


   
  (j) Resignation. Notwithstanding any other provision of this Agreement, upon the termination of the Executive’s
employment for any reason, unless otherwise requested by the Board he shall immediately resign from the Board and from all boards of
directors of subsidiaries and Affiliates of the Company of which he may be a member. The Executive hereby agrees to execute any and
all documentation of such resignations upon request by the Company, but he shall be treated for all purposes as having so resigned
upon termination of his employment, regardless of when or whether he executes any such documentation.


   
  (k) Cooperation in Litigation. For a period of two years following the termination of his employment, upon the
reasonable request by the Company, the Executive shall cooperate in any litigation or other dispute relating to any matter in which
he was involved during his employment with the Company; provided, that the Executive shall not be obligated to spend time and/or
travel in connection with such cooperation to the extent it would interfere with his other commitments and


18











obligations.  The
Company shall reimburse the Executive for all expenses he reasonably incurs in so cooperating, and shall pay the Executive a
mutually agreed fee for his time spent in such cooperation (including without limitation any travel time); provided, that if the
Executive and the Company cannot agree on such fee, they shall mutually select an independent expert to determine the appropriate
amount of such fee based upon prevailing market practices. The determination of any such independent expert shall be final and
binding, and the fees and expenses of such expert in making such determination shall be paid by the Company.


     15. Change of Control.


   
  (a) Notwithstanding any other provision of this Agreement, the provisions of this Section 15 shall apply if there occurs
a Change of Control during the Term of Employment and the Executive’s employment is terminated (i) during the period from the
Change of Control Effective Date through the second anniversary thereof by the Company, other than for Cause or as a result of the
Executive’s Disability or death, or by the Executive for Good Reason, (ii) by the Executive for any reason during the 30-day
period immediately following the first anniversary of a Change of Control, or (iii) by the Company prior to a Change of Control, if,
in accordance with the definition of Change of Control Effective Date, it is reasonably demonstrated by the Executive that such
termination of employment (A) was at the request of a third party that has taken steps reasonably calculated to effect a Change of
Control or (B) otherwise arose in connection with or anticipation of a Change of Control.


   
  (b) In the event of a termination of the Executive’s employment described in Section 15(a), then the Executive
shall be entitled to the benefits set forth in Section 14(d), as modified by this Section 15. In lieu of the lump sum payments
provided for in clauses (i), (ii), (iii) and (iv) of Section 14(d), the Company shall pay to the Executive, in a lump sum in cash
within 30 days after the date of termination, an amount equal to the aggregate of the following amounts:


   
  (i) the sum of (A) the Executive’s Base Salary through the date of termination to the extent not theretofore paid,
(B) the product of (x) the Highest Annual Bonus and (y) a fraction, the numerator of which is the number of days in the current
fiscal year through the date of termination and the denominator of which is 365, reduced (but not below zero), if the date of
termination occurs in the same fiscal year as the Change of Control, by the Executive’s Bonus Payment Amount, (C) if elected by
the Executive, any compensation previously deferred by the Executive under the Company’s Supplemental Savings Plan, Incentive
Bonus Plan and/or Stock Equivalent Unit Plan or any other plan, agreement or arrangement of the Company


19











(together with
any accrued interest or earnings thereon), and (D) any accrued vacation pay, in each case to the extent not theretofore paid;


   
  (ii) the amount equal to the product of (A) three and (B) the sum of (x) the Executive’s Base Salary and (y) the
Executive’s Highest Annual Bonus; and


   
  (iii) if elected by the Executive within 60 days following execution of this Agreement and prior to the Change of
Control Effective Date, in lieu of and in substitution for the monthly benefit represented thereby, an amount equal to the lump sum
actuarial equivalent (utilizing the interest rate and mortality table in effect for lump sum distributions under the Company’s
tax-qualified pension plan immediately prior to the Change of Control Effective Date, and determined assuming benefit commencement
as of the date of termination) of that portion (if any) of the Executive’s monthly supplemental pension benefit otherwise
payable under Section 10, that accrues as a result of the application of the first sentence of Section 15(c).


   
  (c) In addition, in the event of a termination of the Executive’s employment described in Section 15(a), in lieu of
the benefit provided in clause (vi) of Section 14(d), the Executive shall be entitled to three (3) additional years of service for
the purpose of determining the supplemental pension benefit pursuant to Section 10; provided, however, that the total number of
years of service taken into account in determining such benefit shall in no event exceed ten (10).


   
  (d) Finally, in the event of a termination of the Executive’s employment described in Section 15(a), the following
additional benefits shall be provided to the Executive:


   
  (i) for purposes of determining the Executive’s eligibility for retiree benefits pursuant to the Company’s
welfare plans, practices, programs and policies, the Executive shall be considered to have remained employed until three years after
the date of termination, provided, however, that the Executive’s commencement of such retiree benefits shall not be any sooner
than the Executive’s earliest retirement date under the Company’s Retirement Plan and Supplemental Retirement Plan;


   
  (ii) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and
provider of which shall be selected by the Executive in the Executive’s sole discretion; and


20











   
  (iii) clause (vii) of Section 14(d) shall be amended by changing the phrase “24 months” to “36
months”.


     16. Excise Tax.


   
  (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment,
benefit or distribution from the Company or its Affiliates to or for the benefit of the Executive (whether paid or payable, received
or receivable, or distributed or distributable pursuant to the terms of this Agreement, any plan or program of the Company or its
Affiliates or otherwise but determined without regard to any additional payments required under this Section 16) (the
“Payment”) would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties are
incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties,
collectively, the “Excise Tax”), then the Executive shall be entitled to receive an additional payment (the
“Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or
penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties
imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up
Payment equal to the Excise Tax imposed upon the Payment.


  
   (b) Subject to the provisions of Section 16(c), all determinations required to be made under this Section 16,
including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized
in arriving at such determination, shall be made by KPMG Peat Marwick or such other certified public accounting firm as may be
designated by the Executive (the “Accounting Firm”) that shall provide detailed supporting calculations both to the
Company and the Executive within 15 business days of the receipt of notice from the Executive that there has been a Payment or such
earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the
individual, entity or group effecting the Change of Control, the Executive shall appoint another nationally recognized accounting
firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm
hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined
pursuant to this Section 16, shall be paid by the Company to the Executive within five days of the receipt of the Accounting
Firm’s determination. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result
of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm
hereunder, it is


21











possible that
Gross-Up Payments that will not have been made by the Company should have been made (the “Underpayment”),
consistent with the calculations required to be made hereunder. In the event the Company exhausts its remedies pursuant to Section
16(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount
of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the
Executive.


   
  (c) The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful,
would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no
later than 10 business days after the Executive is informed in writing of such claim and shall apprise the Company of the nature of
such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration
of the 30-day period following the date on which the Executive gives such notice to the Company (or such shorter period ending on
the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the
expiration of such period that the Company desires to contest such claim, the Executive shall:


   
  (i) give the Company any information reasonably requested by the Company relating to such claim,


   
  (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from
time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably
selected by the Company,


   
  (iii) cooperate with the Company in good faith in order effectively to contest such claim, and


   
  (iv) permit the Company to participate in any proceedings relating to such claim;


provided, however, that the Company shall bear
and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest, and
shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income or other tax (including
interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without
limitation on the foregoing provisions of this Section 16(c), the Company shall control all proceedings taken in connection with
such contest, and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences
with the applicable


22











taxing authority in respect of such claim and
may, at its sole option, either direct the Executive to pay the tax claimed and sue for a refund or contest the claim in any
permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a
court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that, if the
Company directs the Executive to pay such claim and sue for a refund, the Company shall advance the amount of such payment to the
Executive, on an interest-free basis, and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise
Tax or income or other tax (including interest or penalties with respect thereto) imposed with respect to such advance or with
respect to any imputed income with respect to such advance; and provided, further, that any extension of the statute of
limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is
claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest shall be
limited to issues with respect to which the Gross-Up Payment would be payable hereunder, and the Executive shall be entitled to
settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.


  
   (d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 16(c), the
Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company’s
complying with the requirements of Section 16(c)) promptly pay to the Company the amount of such refund (together with any interest
paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the
Company pursuant to Section 16(c), a determination is made that the Executive shall not be entitled to any refund with respect to
such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the
expiration of 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid

and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.


     17. Confidentiality;
Non-Competition.


   
  (a) The Executive agrees that he will not at any time during the Term of Employment or thereafter disclose or use any
confidential information of a proprietary nature relating to the Company or any Affiliate, and their respective businesses, which
information shall have been obtained by the Executive during the Executive’s employment by the Company or any Affiliate. For
this purpose, “confidential information of a proprietary nature” shall include pricing policies, technical processes,
formulae, inventions, research projects or other information regarding the financial and business affairs of the Company or any
Affiliate that at the time in question have not been disclosed to the public or within the relevant trade or industry.
Notwithstanding the foregoing provisions of


23











this Section 17, the
Executive may disclose or use any such information (i) as such disclosure or use may be required or appropriate in the course of his
employment with the Company, (ii) when required by a court of law, by any governmental agency having supervisory authority over the
business of the Company or by any administrative or legislative body (including a committee thereof) with apparent jurisdiction, or
(iii) with the prior written consent of the Company.


   
  (b) The Executive agrees that at the time of the termination of his employment with the Company, whether at the instance
of the Executive or the Company, and regardless of the reasons therefor, he will deliver to the Company, and not keep or deliver to
anyone else, any and all notes, files, memoranda, papers and, in general, any and all physical matter and computer files containing
information, including any and all documents significant to the conduct of the business of the Company or any subsidiary or
Affiliate of the Company which are in his possession, except for any documents for which the Company or any subsidiary or Affiliate
of the Company has given written consent to removal at the time of the termination of the Executive’s employment and his
personal rolodex, personal files, phone book and similar items.


    
 (c) During the Term of Employment and for a period of two years following the termination of his employment, the Executive
shall not, other than in the course of performing his duties hereunder during the Term of Employment or as agreed by the Company in
writing, engage in a “Competitive Business”, directly or indirectly, as an individual, partner, shareholder, director,
officer, principal, agent, employee, trustee, consultant, or in any other relationship or capacity, in any geographic location in
which the Company or any of its Affiliates is engaged in business.


     The Executive shall
not be deemed to be in violation of this Section 17(c) from (i) his acquiring, solely as an investment, up to five percent (5%) of
the outstanding equity securities (measured by value) of any entity, (ii) his becoming a consultant, advisor and/or agent to any
entity providing consulting, investing or other services to any Competitor, so long as the Executive does not render services or
advice, directly or indirectly, to any Competitor or Affiliate of the Competitor or (iii) his becoming affiliated with an entity
which is not a Competitor which is subsequently acquired by or merged with a Competitor; provided that following such acquisition or
merger, his duties do not involve any responsibilities with regard to any Competitive Business.


     “Competitive
Business” shall mean a business that competes with a business that (i) was being conducted by the Company or any of its
Affiliates at the time of the Executive’s termination, and is being conducted at the time of the alleged violation, or (ii) the
Company or any of its Affiliates was seeking to conduct, or seriously considering conducting, at the time of the Executive’s


24











termination and the Company or any of its
Affiliates is actually conducting, or which the Company is seeking to conduct or seriously considering conducting, at the time of
the alleged violation. “Competitor” shall mean any entity which engages in any Competitive Business.


   
  (d) The Executive agrees that for a period of two years following the termination of his employment, he will not,
without the prior written consent of the Company, directly or indirectly, knowingly solicit or encourage any officer, employee or
consultant of the Company or any of its subsidiaries to leave the employ of the Company and its subsidiaries. Notwithstanding the
foregoing, the Company agrees that the Executive’s (i) responding to an unsolicited request of an employee of the Company for
advice on employment matters or (ii) responding to an unsolicited request for an employment reference regarding an employee of the
Company shall not by itself be deemed a violation of this Section 17(d).


   
  (e) The Executive agrees that the Company’s remedies at law would be inadequate in the event of a breach or
threatened breach of this Section 17; accordingly, the Company shall be entitled, in addition to its rights at law, to seek
injunctive and other equitable relief. If the Company defers or withholds payment of any amount otherwise payable under this
Agreement on the basis of an asserted violation of the provisions of this Section 17, and it is subsequently finally determined that
the Executive did not commit any such violation, the Company shall promptly pay all such unpaid amounts to the Executive, together
with interest at the applicable federal rate as defined in Section 1274 of the Code, from the date such payments should have been
made under this Agreement until the date they are actually paid.


     18. Resolution of
Disputes.


     Any dispute
arising under, or relating to, this Agreement, any other agreement between Executive and the Company or its Affiliates, the
Executive’s employment with the Company or any termination of such employment shall be resolved by binding arbitration, to be
held in Boston, Massachusetts, in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Judgment
upon the award rendered by the arbitrator, including any injunctive relief, may be entered in any court having jurisdiction thereof.
The Company shall advance to the Executive all reasonable fees, costs and expenses incurred by him in connection with such
arbitration within 20 days after receipt by the Company of a written request for such advance, subject to repayment by the Executive
thereof, if the arbitrator(s) determines that the Executive had no reasonable good faith basis for asserting his position with
respect to the dispute in question; provided, however, that if such dispute arises after a Change of Control, the Company shall have
no such right to repayment, regardless of the outcome of the arbitration and the Executive shall be entitled to receive interest on
any


25











delayed payment at the applicable Federal
rate provided for in Section 7872(f)(2)(A) of the Code.


     19. Indemnification.


   
  (a) The Company agrees that if the Executive is made a party, or is threatened to be made a party, to any action, suit
or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact
that he is or was a director, officer or employee of the Company or is or was serving at the request of the Company as a director,
officer, member, employee or agent of another corporation, limited liability corporation, partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans, the Executive shall be indemnified and held harmless by the
Company to the fullest extent legally permitted or authorized by the Company’s certificate of incorporation or bylaws or
resolutions of the Company’s Board of Directors or, if greater, by the laws of the State of Delaware, against all cost,
expense, liability and loss (including, without limitation, attorney’s fees, judgments, fines, ERISA excise taxes or other
liabilities or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by the Executive in
connection therewith, and not otherwise received by him from another source, such as insurance, and such indemnification shall
continue as to the Executive even if he has ceased to be a director, member, employee or agent of the Company or other entity and
shall inure to the benefit of the Executive’s heirs and legal representatives. The Company shall advance to the Executive all
costs and expenses incurred by him in connection with a Proceeding within 20 calendar days after receipt by the Company of a written
request for such advance. Such request shall include an undertaking by the Executive to repay the amount of such advance if it shall
ultimately be determined that he is not entitled to be indemnified against such costs and expenses; provided that the amount of
such obligation to repay shall be limited to the after-tax amount of any such advance except to the extent the Executive is able to
offset such taxes incurred on the advance by the tax benefit, if any, attributable to a deduction for the repayment.


   
  (b) Neither the failure of the Company (including its board of directors, independent legal counsel or stockholders) to
have made a determination prior to the commencement of any proceeding concerning payment of amounts claimed by the Executive under
Section 19(a) above that indemnification of the Executive is proper because he has met the applicable standard of conduct, nor a
determination by the Company (including its board of directors, independent legal counsel or stockholders) that the Executive has
not met such applicable standard of conduct, shall create a presumption that the Executive has not met the applicable standard of
conduct.


26











   
  (c) The Company agrees to continue and maintain a directors’ and officers’ liability insurance policy covering
the Executive with terms and conditions no less favorable than the most favorable coverage then applying to any other present or
former director or officer of the Company, both during the Term and for six years thereafter; provided, that during any periods when
such insurance policy remains in effect but the Executive is not serving as an officer or director of the Company, such policy shall
cover only acts, omissions and events occurring during his period of service as an officer or director of the Company.


     20. Assignability;
Binding Nature.


     This Agreement shall
be binding upon and inure to the benefit of the Parties and their respective successors, heirs (in the case of the Executive) and
assigns. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except that such
rights or obligations may be assigned or transferred pursuant to a merger or consolidation in which the Company is not the
continuing entity, or the sale or liquidation of all or substantially all of the assets of the Company, provided that the assignee
or transferee is the successor to all or substantially all of the business and assets of the Company and such assignee or transferee
assumes the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter
of law. The Company further agrees that, in the event of a sale of assets or liquidation as described in
the preceding sentence, it shall take whatever action it reasonably can in order to cause such assignee or transferee to expressly
assume the liabilities, obligations and duties of the Company hereunder. No rights or obligations of the Executive under this
Agreement may be assigned or transferred by the Executive other than his rights to compensation and benefits, which may be
transferred only by will or operation of law, except as provided in Section 26.


     21. Entire Agreement.


    
 This Agreement contains the entire understanding and agreement between the Parties concerning the subject matter hereof and
supersedes all prior agreements, understandings, discussions, negotiations and undertakings, whether written or oral, between the
Parties with respect thereto.


     22. Representations.


  
   (a) The Company represents and warrants that (i) it is fully authorized by action of its Board (and of any other
person, entity or body whose action is required) to enter into this Agreement and to perform its obligations under it; (ii) the
execution, delivery and performance of this Agreement by it will not violate any applicable law, regulation, order, judgment or
decree or any agreement, plan or corporate governance document to which it is a party or by which it is bound; and (iii) upon the


27











execution and
delivery of this Agreement by the Parties, this Agreement shall be a valid and binding obligation of the Company, enforceable
against it in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy,
insolvency or similar laws affecting the enforcement of creditors’ rights generally.


  
   (b) The Executive represents and warrants that (i) he has the free and unfettered right to enter into this
Agreement and to perform his obligations under it; (ii) to the best of his knowledge, the execution, delivery and performance of
this Agreement by him will not violate any contract or agreement to which he is a party or by which he is bound; and (iii) upon the
execution and delivery of this Agreement by the Parties, this Agreement shall be a valid and binding obligation of the Executive,
enforceable against him in accordance with its terms.


     23. Amendment or Waiver.


     No provision in
this Agreement may be amended unless such amendment is agreed to in writing and signed by the Executive and an authorized officer of
the Company. No waiver by either Party of any breach by the other Party of any condition or provision contained in this Agreement to
be performed by such other Party shall be deemed a waiver of a similar or dissimilar condition or provision at the same or any prior
or subsequent time. Any waiver must be in writing and signed by the Executive or an authorized officer of the Company, as the case
may be.


     24. Severability.


     In the event that
any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason, in whole or in part,
the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest
extent permitted by law so as to achieve the purposes of this Agreement.


     25. Survivorship.


     Except as otherwise
expressly set forth in this Agreement, upon the expiration of the Term of Employment, the respective rights and obligations of the
Parties shall survive such expiration to the extent necessary to carry out the intentions of the Parties as embodied in the rights
(such as vested rights) and obligations of the Parties under this Agreement. This Agreement itself (as distinguished from the
Executive’s employment) may not be terminated by either Party without the written consent of the other Party.


     26. Beneficiaries;
References.


     The Executive
shall be entitled, to the extent permitted under any applicable law, to select and change a beneficiary or beneficiaries to receive
any


28











compensation or benefit payable hereunder
following the Executive’s death by giving the Company written notice thereof. In the event of the Executive’s death or a
judicial determination of his incompetence, references in this Agreement to the Executive shall be deemed, where appropriate, to
refer to his beneficiary, estate or other legal representative.


     27. Governing Law.


     This Agreement shall
be governed in accordance with the laws of Delaware without reference to principles of conflict of laws.


     28. Notices.


     All notices and
other communications required or permitted hereunder shall be in writing and shall be deemed given when (a) delivered personally,
(b) three days after mailing by certified or registered mail, postage prepaid, return receipt requested or (c) delivered by
overnight courier (provided that a written acknowledgment of receipt is obtained by the overnight courier) to the Party concerned at
the address indicated below or to such changed address as such Party may subsequently give such notice of:



	 	 
	If to the Company:
	The Gillette Company

Prudential Tower Building

Boston, Massachusetts  02199
	
	 
	
	Attn:  General Counsel
	
	 
	If to the Executive:
	Mr. James M. Kilts

c/o The Gillette Company

Prudential Tower Building

Boston, Massachusetts  02199





     29. Headings.


     The headings of
the sections contained in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or
construction of any provision of this Agreement.


     30. Withholding.


     The Company shall
withhold from any amounts payable under this Agreement such United States federal, state or local or foreign taxes as shall be
required to be withheld pursuant to any applicable law or regulation. The Executive acknowledges that except for such withholding,
and except for such gross-ups as are specifically provided herein, he is responsible for paying his own taxes.


     31. Counterparts.


29











     This Agreement
may be executed in two or more counterparts.


     IN WITNESS WHEREOF,
the undersigned have executed this Agreement as of the date first written above.



	 	 	 	 
	The Gillette Company	 	 
	 	
	 	 
	By:	
	/s/ Edward E. Guillet	 
	
	 	Edward E. Guillet	 
	 
	 	
	/s/ James M. Kilts	 
	
	 	James M. Kilts	 





30











EXHIBIT A


STOCK OPTION AGREEMENT


     1. Grant of
Option. The Gillette Company (the “Company”) hereby grants to James M. Kilts (the “Optionee”),
effective as of January 19, 2001 (the “Grant Date”), an option to purchase an aggregate of 2,000,000 shares of
common stock of the Company (the “Common Stock”) at a price of $34.16 per share, purchasable as set forth in, and
subject to the terms and conditions of, this Stock Option Agreement and the Employment Agreement dated as of January 19, 2001
between the Company and the Optionee (the “Employment Agreement”). All capitalized terms not defined in this Stock
Option Agreement shall have the meanings ascribed to such terms in the Employment Agreement.


     2. Exercisability
of Option.


   
  (a) On the Grant Date, this option shall vest and be exercisable with respect to 500,000 shares. On each of the first
three anniversaries of the Grant Date, except as otherwise provided below, this option shall vest and become exercisable with
respect to an additional 500,000 shares.


   
  (b) In the event that the Optionee’s employment with the Company is terminated due to death or Disability, pursuant
to Section 14(a) or 14(b), respectively, of the Employment Agreement, this option, to the extent not yet vested and exercisable,
shall become fully vested and exercisable as of the date of termination, and shall remain exercisable for all shares through the
first anniversary of such date, or, if earlier, January 19, 2011, at which time it shall expire to the extent it is not yet
exercised.


   
  (c) In the event that the Optionee’s employment with the Company is terminated for Cause, pursuant to Section 14(c)
of the Employment Agreement, this option shall expire.


   
  (d) In the event that the Optionee’s employment with the Company is terminated without Cause or for Good Reason,
pursuant to Section 14(d) of the Employment Agreement, or Retirement, pursuant to Section 14(f) of the Employment Agreement, this
option shall become fully vested and exercisable as of the date of termination and shall remain fully exercisable through the fifth
anniversary of the date of termination, or, if earlier, January 19, 2011, at which time it shall expire to the extent it is not yet
exercised.


   
  (e) In the event that the Optionee voluntarily terminates his employment with the Company prior to the third anniversary
of the Grant Date, pursuant to Section 14(e) of the Employment Agreement, this option (x) to the extent that it is exercisable as of
the date of termination, shall remain fully exercisable for 90 days following such date, or, if earlier,


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January 19, 2011,
at which time it shall expire, and (y) to the extent that it is not exercisable as of the date of termination, shall expire.


   
  (f) Anything elsewhere to the contrary notwithstanding, (x) immediately prior to any Change of Control that occurs while
this option remains outstanding during the Optionee’s employment with the Company (to permit the Optionee, if he chooses, to
exercise the option and acquire the shares subject to such exercise prior to the Change of Control), this option shall become fully
vested and exercisable, (y) upon any termination by the Optionee which occurs pursuant to notice given by the Optionee within the 30
day period following the first anniversary of a Change of Control (a Termination under Section 15(a)(ii) of the Employment
Agreement), this option shall remain fully exercisable through the fifth anniversary of the date of termination, or, if earlier,
January 19, 2011, and (z) upon any involuntary termination by the Company without Cause which occurs during the
 one year period following a Change of Control, this option shall remain fully exercisable through January 19, 2011.


   
  (g) Anything herein to the contrary notwithstanding, this option shall cease to be exercisable with respect to any
shares at the end of the day on January 19, 2011.


     3. Exercise of Option.


   
  (a) Method of Exercise and Payments. Subject to the conditions set forth in this Stock Option Agreement, this option may
be exercised in accordance with any method applicable either to options granted under the Company’s 1971 Stock Option Plan, as
amended (so long as the Company has any options outstanding under such plan and regardless of whether there are options outstanding
thereunder if the Company shall not have adopted a successor plan) or under any successor stock option plan from time to time in
effect (collectively, the “Plan”), including, without limitation, the provisions for payment of the exercise price
of options and the provisions for delivery of shares purchased, and in accordance with the practices and procedures of the Company
applicable to exercise of options by senior executives generally. The Company has in effect, and agrees to continue in effect and to
make available to the Optionee at his election, for the term of this option, a “brokered exercise” program under the Plan.
The Company will make available to the Optionee loans or guarantees with respect to the exercise price insofar as made available to
any other senior executive or any director of the Company under the Plan or any other plan, program or arrangement of the Company.


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   (b) Reservation of Shares. The Company shall at all times reserve, out of its authorized and unissued shares, a
number of shares sufficient to provide for the exercise in full of this option. All shares issued upon exercise of this option shall
be duly authorized and, when issued upon such exercise, shall be (i) validly issued, fully paid and nonassessable, (ii) registered
for sale, and for resale, under Federal and state securities laws and (iii) listed, or otherwise qualified, for trading in the
United States on a national securities exchange or national securities market system.


     4. Deferral of
Option Gains.


   
  (a) Notwithstanding anything elsewhere in this Agreement to the contrary, the Optionee shall have the right, by
furnishing written notice to the Company during his employment with the Company and at least six months prior to any exercise of
this option, to elect to defer all or a portion of any gains realized upon or in connection with such exercise. Any such deferral
shall be made in such manner as may reasonably be required by the Company, including without limitation such requirements as may
apply in order to defer such gains for Federal and state income tax purposes. Payment of the exercise price for such exercise shall
be made by presenting to the Company shares of Common Stock (the “Presentation Shares”) owned by the Optionee
(which, in the event they were acquired by the previous exercise of a stock option, shall have been held by the Optionee for at
least six months before the date of such exercise) and having a fair market value (as defined in the Plan) equal to the exercise
price. The excess of the number of shares for which the option is exercised over the number of Presentation Shares shall be deferred
in the form of “Share Units” as discussed in the next sentence. A “Share Unit” shall represent a
share of Common Stock, including any dividends and other distributions that may be declared or made thereon during the period of the
deferral. The Share Units shall be paid out under the terms of the Optionee’s election to defer in the form of shares of Common
Stock.


   
  (b) To the extent that any gain that would be realized by the Optionee upon an exercise of this option during his
employment with the Company may not be deductible in full by the Company by virtue of Section 162(m) of the Internal Revenue Code of
1986, as amended (such Section, together with any successor thereto and any regulations thereunder, referred to herein as
“Section 162(m)”), then the Optionee shall be deemed to have made a timely election to defer such portion of such
gain pursuant to Section 4(a) above until the later of (i) the time (if any) actually elected pursuant to Section 4(a) and (ii) 30
days following the date on which payment of all or part of such deferral amount will not result in loss of deductibility under
Section 162(m) (but only up to that


A-3











amount which
can be paid without loss of deductibility under Section 162(m)).


     5. Nontransferability
of Option. This option is personal and no rights granted hereunder may be transferred, assigned, pledged or hypothecated in any way
(whether by operation of law or otherwise) nor shall any such rights be subject to execution, attachment or similar process, except
that this option may be transferred in whole or in part (a) by will or the laws of descent and distribution, (b) to any Family
Member or to any trust, limited liability company, partnership or comparable entity, the principal beneficiaries of which are the
Optionee and/or his Family Members, provided that such Family Members and/or entities (and upon distribution their beneficiaries)
agree to be bound by the provisions of this Stock Option Agreement or (c) to organizations qualifying as charitable organizations
within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. For purposes of clause (b) of the
preceding sentence, “Family Member” shall mean the Optionee’s spouse, parents, the parents of the
Optionee’s spouse, and lineal descendants of any of the foregoing (including descendants by adoption) and any other individual
or entity included in the definition of “family member” for purposes of Form S-8 Registration Statement, as from time to
time amended. Any individual or entity to whom this option has been transferred in whole or in part in accordance with the first
sentence of this Section 5 shall, to the extent of the transfer, succeed to the rights, and assume the obligations, of the Optionee
under this Stock Option Agreement but may not transfer this option (in whole or in part) other than to the Optionee without the
prior written consent of the Company, which consent shall not be unreasonably withheld. The Optionee shall give notice to the
Company of any transfer of this option, in whole or in part, pursuant to clause (b) of the first sentence o f this Section 5.
Notwithstanding the foregoing, no such transfer shall be effective unless and until Optionee and the transferee(s) have executed
such documentation of their respective rights and obligations as the Company may reasonably determine to be necessary or
appropriate.


     6. Adjustment
Provisions. The provisions of the Plan (as defined in Section 3(a) above, including Section 9 of the 1971 Stock Option Plan, as
amended, or any corresponding provision of a successor plan) with respect to changes in the Common Stock in certain events shall be
applicable to this option as if incorporated herein, and they are hereby incorporated by reference.


     In addition,
notwithstanding the last sentence of Section 9 of the 1971 Stock Option Plan, as amended, and any corresponding provision of any
successor plan, upon the occurrence of any event described in such sentence, the Company shall, if the Optionee so requests and the
Board approves, use its reasonable best efforts to arrange to have the surviving corporation or any corporation of which the Company
has become the direct or indirect subsidiary, assume this option or grant a replacement option to the Optionee.


A-4











     7. Tax Withholding.
The Company’s obligation to deliver shares upon the exercise of this option shall be subject to the Optionee’s
satisfaction of all applicable Federal, state and local income, excise, and employment tax withholding requirements (“tax
obligations”). The Optionee may satisfy any such tax obligations (a) in any of the manners provided in Section 3(a) above
for payment of the purchase price; (b) by authorizing the Company to sell securities that would otherwise have been delivered to the
Optionee having a Fair Market Value equal to, but not greater than, the minimum amount of tax required to be withheld; or (c) by any
combination of (a) and (b).


    
 8. The Company’s Representations. The Company represents and warrants that (a) it is fully authorized by action of its
Board (and of any person or body whose action is required) to enter into this Stock Option Agreement and to perform its obligations
under it; (b) the execution, delivery and performance of this Stock Option Agreement by the Company does not violate any applicable
law, regulation, order, judgment or decree or any agreement, plan or corporate governance document of the Company or any agreement
among holders of its shares; and (c) upon the execution and delivery of this Stock Option Agreement by the Company and the Optionee,
this Stock Option Agreement shall be the valid and binding obligation of the Company, enforceable in accordance with its terms,
except to the extent enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of
creditors’ rights generally.


     9. Miscellaneous.


   
  (a) Any dispute arising out of or relating to this Stock Option Agreement shall be resolved by binding arbitration in
accordance with Section 18 of the Employment Agreement.


   
  (b) All notices and other communications relating to this Stock Option Agreement shall be given as provided in Section
28 of the Employment Agreement.


   
  (c) Sections 20 (other than the last sentence thereof), 23, 25, 26 (second sentence only), 29 and 31 of the Employment
Agreement (relating, respectively, to assignability; amendment or waiver; survivorship; references; headings; and counterparts)
shall be deemed incorporated herein in full, with the references to the “Agreement” in such Sections being treated as
references to this Stock Option Agreement and the references to the “Executive” in such Sections being treated as
references to the Optionee.


   
  (d) Nothing contained in this Stock Option Agreement shall be construed or deemed under any circumstances to bind the
Company to


A-5











continue the
employment of the Optionee for the period within which this option may be exercised.


   
  (e) This Stock Option Agreement shall be governed, construed, performed and enforced in accordance with its express
terms, and otherwise in accordance with the laws of the State of Delaware, without reference to conflict of laws principles.


A-6











Grant Date:  January 19, 2001



	 	 	 	 
	 	THE GILLETTE COMPANY
	 	 
	 	By:	 	/s/ Robert E. DiCenso
	 	 	 	Name: Robert E. DiCenso
	 	 	 	Title: Senior Vice Presedent –
	 	 	 	Personnel and Administration






ACCEPTED


OPTIONEE



	 	 	 	 
	By:	 	/s/ James M. Kilts	 
	 	 	James M. Kilts	 





A-7











EXHIBIT B


TERMS AND CONDITIONS OF JUNE 17, 2004
STOCK OPTION AWARD AND FORM OF FUTURE STOCK OPTION AWARDS FOR JAMES M. KILTS (“the Executive”)


THE GILLETTE COMPANY


2004 Long-Term Incentive Plan






	 	 	 
	1)	 	Grant Date. The Grant Date of this option award is June 17, 2004, (“The Grant Date”).







	 	 	 
	2)	 	Option Award and Price. The Executive is granted options to purchase One Million shares of the Company’s
common stock ($1 par value). The Option Price per share is $43.10, the Fair Market Value on the Grant Date. The Fair Market Value is
the average between the high and low price of the Company's common stock, $1 par value, as reported by the New York Stock
Exchange







	 	 	 
	3)	 	Option Term. The term of the option award is ten years. The award expires automatically on the tenth
anniversary of the Grant Date. 







	 	 	 
	4)	 	Type of Options.  Options covered by the award are non-qualified stock options under the applicable provisions
of the Internal Revenue Code.







	 	 	 
	5)	 	Methods of Exercise. Shares purchased through option exercises may be paid for with cash, by financing
through Merrill Lynch, with already owned shares of Company stock or through a successive exercise. Further details on these methods
for exercising options are contained in the Plan Prospectus.







	 	 	 
	6)	 	Vesting and Exercise. Except as otherwise provided below, options become exercisable (“vest”) ratably over
a three-year period beginning on the first, second and third anniversaries of the Grant Date. During employment, awards may be
exercised by purchasing, from time to time during the period when a segment first becomes exercisable through the end of the Option
Term, all or a portion of the option shares (however no less than 100 shares for any purchase) at the Option Price; provided,
however, that while employed no segment of this option grant may be exercised prior to January 19, 2006. If no longer employed by
the Company different exercise periods as described below apply. 







	 	 	 
	7)	 	Retention requirements.  Except as otherwise provided below, shares





This Document constitutes part of a
Prospectus covering securities that have been registered under the Securities Act 1933.


The date of this Prospectus is
June 17, 2004.


    J. M. Kilts


B-1











realized (after tax withholding) through
option exercises must be held for no less than one year following the exercise date.




	 	 	 
	8)	 	Retention, Vesting and Exercise Periods upon Termination of Employment. 





(a) If the Executive’s employment is
terminated prior to January 19, 2006 due to termination by the Company for Cause or resignation without Good Reason as those terms
are defined under the Executive's Employment Agreement with the Company, this option award shall be cancelled.


(b) If the Executive’s employment is
terminated at any time due to Death, Disability, Termination by the Company without Cause, or the Executive’s resignation for Good
Reason, as those terms are defined under the terms of the Executive’s Employment Agreement, such termination shall be treated as a
“retirement” under the Plan and this option award shall vest and become immediately exercisable and otherwise free of
restrictions and non-forfeitable for the remainder of the Option Term.


(c) If the Executive voluntarily terminates his
employment after January 19, 2006, such termination shall be a “retirement” under the Plan. Upon such termination for retirement,
this option award shall vest and become immediately exercisable and non-forfeitable for the remainder of the Option Term; provided
however, that absent a Change of Control, any shares of stock acquired upon the exercise of all or a portion of this option award
which vests and becomes exercisable by reason of such retirement shall not be sold by the Executive for one year from the date of
such retirement.


(d) Upon a Change of Control, notwithstanding any
other provision of this option award, this option award shall vest and become immediately exercisable and free of restrictions and
non-forfeitable and any share of stock acquired upon the exercise of all or a portion of this option award may be sold at any time.


9) Except as provided herein and elsewhere in
the terms of the Employment Agreement between the Executive and the Company, this option grant shall be subject to and governed by
the terms and conditions of the Company’s 2004 Long Term Incentive Plan.


*    *    *    *


THE FORM AND TERMS AND CONDITIONS OF THIS
OPTION GRANT (EXCLUDING THE GRANT DATE, SIZE AND PRICE OF THE


This Document constitutes part of a
Prospectus covering securities that have been registered under the Securities Act 1933.


The date of this Prospectus
is June 17, 2004.


    J. M. Kilts


B-2











AWARD) SHALL APPLY TO ALL FUTURE
OPTION GRANTS BETWEEN THE COMPANY AND THE EXECUTIVE, UNTIL OTHERWISE DETERMINED BY THE BOARD OF DIRECTORS; PROVIDED, HOWEVER, THAT
ANY ADDITIONAL OR CONTRARY TERMS AND CONDITIONS PROVIDED ELSEWHERE IN THE EMPLOYMENT AGREEMENT BETWEEN THE EXECUTIVE AND THE COMPANY
WITH RESPECT TO FUTURE OPTION GRANTS SHALL GOVERN SUCH GRANTS.


This Document constitutes part of a
Prospectus covering securities that have been registered under the Securities Act 1933.


The date of this Prospectus is
June 17, 2004.


    J. M. Kilts


B-3