Exhibit 10.1

                              THE GILLETTE COMPANY
                           DEFERRED COMPENSATION PLAN
                            (effective June 1, 2004)

1.   Purpose.  The Gillette Company Deferred  Compensation Plan (the "Plan") has
     been adopted by The  Gillette  Company (the  "Company")  to enable  certain
     executive  employees of the Company and its  Participating  Subsidiaries to
     defer a portion of their compensation on a tax-effective  basis in addition
     to their eligible  savings under The Gillette  Company  Employees'  Savings
     Plan (the "Savings  Plan") and The Gillette  Company  Supplemental  Savings
     Plan.

     The  Plan  is  intended  to   constitute   an  unfunded  plan  of  deferred
     compensation  described in Sections 201(2),  301(a)(3) and 401(a)(1) of the
     Employee Retirement Income Security Act of 1974, as amended ("ERISA"),  and
     in Sections 3121(v)(2) and 3306(r)(2) of the Internal Revenue Code of 1986,
     as amended ("Code").

     Under  the  terms  of the  Plan  as  approved  by the  Company's  Board  of
     Directors,  eligible  employees  may elect to defer  salary  and  incentive
     bonus. This document, which is effective June 1, 2004, addresses the salary
     deferral feature of the Plan.

2.   Eligible Employees. Employees of the Company and Participating Subsidiaries
     who are  full-time or part-time  regular  employees,  have a job grade or a
     personal  grade  of 21 or  above,  and who  are  generally  treated  by The
     Gillette  Company as a United States  employee for  employment  and benefit
     purposes, are eligible to participate in this Plan for any calendar year.

3.   Plan  Features.  Eligible  employees who elect to  participate  in the Plan
     ("Participants") may defer a portion of their salary ("Deferred Salary").

4.   Recordkeeper.  The day-to-day  recordkeeping and  administrative  functions
     with  respect  to the  Plan  shall be  performed  by a  person  or  persons
     appointed by the Committee ("Recordkeeper").  In accordance with procedures
     determined by the Committee,  Participants' elections under the Plan may be
     made  by  way of  written,  telephonic  or  electronic  instruction  to the
     Recordkeeper.

5.   Administration.  The  Plan  shall  be  administered  by  the  Savings  Plan
     Committee  appointed  by  the  Board  of  Directors  of  the  Company  (the
     "Committee"),  which shall have the  discretionary  power and  authority to
     construe  and  interpret  the  provisions  of the Plan,  to  determine  the
     eligibility  of  employees  to  participate  in the Plan and the amount and
     timing of payment of any benefits due under the Plan,  and to determine all
     other  matters  in  carrying  out the  intended  purposes  of the Plan.  In
     administering this Plan,  including but not limited to considering  appeals
     from the denial of claims for benefits and issuing decisions thereon, rules
     and procedures substantially similar to those set forth in the Savings Plan
     shall govern.

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     Subsequent  to a Change  in  Control  of the  Company,  the  Plan  shall be
     administered by the trustee of the trust established by the Company for the
     purposes of satisfying  the Company's  payment  obligations  under the Plan
     (the  "Trustee").  The  Trustee  shall  be  appointed  by and  serve at the
     pleasure  of the  Committee,  but may not be removed  following a Change in
     Control of the Company until all the Company's  obligations  under the Plan
     have been satisfied.

6.   Construction  of Terms.  Except as  expressly  provided in this Plan to the
     contrary,  capitalized terms referenced herein shall have the same meanings
     as are applied to such terms in the Savings  Plan as in effect from time to
     time.

7.   Deferred Salary.

     (a)  An eligible employee may elect to defer, in whole  percentages,  up to
          60% of his or her gross salary.

     (b)  A  Participant  may defer his or her salary on a pre-tax  basis  until
          termination  of employment or a later elected date as provided in this
          Plan if  termination  is by reason of retirement or  determination  of
          Total and Permanent Disability status.

     (c)  The Deferred  Salary will be recorded in an account  maintained by the
          Recordkeeper,  entitled the "Deferred Salary  Account".  A Participant
          shall  always be fully  vested in  amounts  credited  to the  Deferred
          Salary Account maintained for such Participant.

     (d)  A  salary  deferral  election  will  become  effective  as of the next
          practicable  payroll period  following  receipt by the Recordkeeper in
          such time and manner as prescribed by the Committee.

     (e)  A Participant  may at any time change or discontinue his or her salary
          deferral election, effective as of the next practicable payroll period
          following  receipt  by the  Recordkeeper  in such  time and  manner as
          prescribed by the Committee.

     (f)  Such change in salary  deferral  election shall operate  prospectively
          and shall  have no effect  on prior  deferrals  under  this  Plan.  An
          individual  who has  previously  participated  in the  Plan  shall  be
          considered  a  Participant  for the  purposes  of the Plan until final
          distribution is made of amounts credited to his or her Deferred Salary
          Account.

8.   Additional Credits to Deferred Salary Accounts.

     (a)  The  Committee  shall,  from time to time,  select  one or more of the
          Investment  Funds  from  the  Savings  Plan  ("Investment  Fund")  for
          Participants to elect to have their Deferred Salary deemed invested.

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     (b)  Each  Participant,  upon electing to  participate  in the Plan,  shall
          designate  the  Investment  Fund or Funds  with  respect to which such
          Participant's Deferred Salary shall be deemed invested, in such a time
          and manner prescribed by the Committee for such purpose.  The election
          shall be in whole percentage  increments of each such Investment Fund.
          A  Participant's  election  shall remain in effect with respect to all
          future  Deferred Salary unless and until changed by the Participant in
          accordance with Section 8(c) below.

          If a Participant  fails to make an election  hereunder,  all of his or
          her Deferred  Salary  shall be deemed  invested in a Money Market Fund
          until the Participant makes an election hereunder.

     (c)  A Participant  may change the Investment Fund or Funds in which his or
          her future  Deferred  Salary is deemed to be invested.  Such change in
          election  shall be  effective  as of the close of the  Business Day on
          which  the   Recordkeeper   receives  such  instruction  or,  if  such
          instruction  is received  after the close of a Business Day, as of the
          close of the next following Business Day.

     (d)  Amounts  recorded in the Deferred  Salary Account  maintained for each
          Participant  shall be credited or debited with amounts  equivalent  to
          gains  or  losses  realized  by the  Investment  Funds  in  which  the
          Participant  elects to have his or her Deferred Salary deemed invested
          from time to time.

     (e)  Subject to the limitations set forth in paragraphs (i) and (ii) below,
          a Participant may elect at any time to have amounts credited to his or
          her Deferred  Salary Account  transferred  from any Investment Fund to
          any of the other  Investment  Funds,  by designating the percentage of
          the Deferred Salary Account  invested in the  transferring  Investment
          Fund  to be  transferred  (in  whole  percentage  increments)  and the
          percentage of such transferred  amount to be invested in the receiving
          Investment  Fund or  Funds  (in  whole  percentage  increments).  Such
          transfer  election shall be effective,  and the applicable  Investment
          Funds shall be valued for the purpose of  implementing  such election,
          as of the close of the Business Day on which the Recordkeeper receives
          such  instruction or, if such  instruction is received after the close
          of a Business Day, as of the close of the next following Business Day.

          Elections by Participants  under this Section 8(e) shall be limited in
          the following respects:

          (i)  The  minimum  amount  that  may be  deemed  transferred  from any
               Investment  Fund shall be $250 or, if less, the entire balance of
               the Participant's Deferred Salary Account deemed invested in such
               Investment Fund.

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          (ii) The Committee may in its discretion limit the number of transfers
               that may be made to or from any Investment  Fund at any time. The
               Committee also shall have the discretionary  right to suspend the
               availability  of  transfers  among  any or all of the  Investment
               Funds at any time without prior notice to Participants.

     (f)  Notwithstanding  any other  provision of the Plan to the contrary,  in
          the event of a Change of Control, the Trustee shall have the authority
          to  prescribe  alternative  investment  funds in  which  Participants'
          accounts under this Plan shall be deemed invested;  provided, however,
          that (i) if Participants  retain the right to designate the investment
          funds for deemed  investment of their  respective  accounts,  then the
          investment  funds  selected by the Trustee  shall  include at least an
          Equity Index Fund and a Money Market  Fund,  and (ii) if  Participants
          are no longer  entitled to designate the  investment  funds for deemed
          investment of their respective accounts,  then all accounts under this
          Plan shall  automatically  be deemed  invested in a Money  Market Fund
          pending distribution in accordance with Section 9 below.

9.   Payments from Deferred Salary Account.

     (a)  Except as  otherwise  provided in this  Section,  no amounts  shall be
          payable under the Plan to any Participant  while he or she is employed
          by the Company or any Participating Subsidiary.  Unless an election is
          made in  accordance  with Section 9(b) or (c) below or unless  Section
          9(d) below applies,  all amounts credited to a Participant's  Deferred
          Salary  Account  shall  be  paid  in a  single  lump  sum as  soon  as
          practicable following the termination of the Participant's  employment
          with the Company and all Participating Subsidiaries,  valued as of the
          first business day following such termination date.

     (b)  A Participant may elect to defer payment of his or her Deferred Salary
          Account to the first business day of the month coincident with or next
          following the 1st to 10th anniversary of the Participant's termination
          of  employment  with the Company and all  Participating  Subsidiaries,
          provided (i) the Participant's termination of employment is on account
          of  Retirement  or  Total  and  Permanent  Disability,  and  (ii)  the
          Participant's  deferral  election is made at least six months prior to
          the date of such termination. Such deferred payment shall be valued as
          of the first  business day following the 1st to 10th  anniversary,  as
          applicable, of the Participant's termination of employment,  and shall
          be made in a  single  lump  sum as  soon  as  practicable  thereafter.
          Pending final distribution,  the Participant's Deferred Salary Account
          shall  continue to be credited or debited with amounts  equivalent  to
          gains  and  losses  realized  by the  Investment  Funds in which  such
          account is invested from time to time.

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     (c)  A  Participant  may elect to receive  payment of his  Deferred  Salary
          Account in the form of two to ten annual  installments  commencing  in
          the calendar year following the year of the Participant's  termination
          of  employment  with the Company and all  Participating  Subsidiaries,
          provided (i) the Participant's termination of employment is on account
          of  Retirement  or  Total  and  Permanent  Disability,  and  (ii)  the
          Participant's installment payment election is made at least six months
          prior to the date of such termination.  Each installment payment shall
          be  valued  as of the  close of the  first  business  day of the month
          following the applicable anniversary of the Participant's  termination
          of employment,  and shall be paid as soon as  practicable  thereafter.
          Pending final distribution, the remaining balance in the Participant's
          Deferred  Salary Account shall continue to be credited or debited with
          amounts  equivalent  to gains and losses  realized  by the  Investment
          Funds in which such account is invested from time to time.

     (d)  Prior to the  occurrence of a Change of Control,  in  accordance  with
          rules  prescribed by the  Committee,  a Participant  making a deferral
          election  pursuant to Section  9(b) above or an  installment  election
          pursuant to Section 9(c) above may provide for the  revocation of such
          deferral or  installment  election in the event of a Change of Control
          and for the  payment  by the  Company  of the  Participant's  Deferred
          Salary Account in a single lump sum as soon as  practicable  following
          the Change of Control  valued as of the close of the  Business  Day on
          which the Change of Control occurs,  or another date if so directed by
          the Committee or the Trustee.

          In the absence of a  Participant's  affirmative  direction to retain a
          deferral or installment  election, in the event of a Change of Control
          the Participant's  Deferred Salary Account will be paid by the Company
          in a single lump sum as soon as  practicable  following  the Change of
          Control valued as of the close of the Business Day on which the Change
          of Control occurs,  or another date if so directed by the Committee or
          the Trustee.

     (e)  In the  event  of the  death  of a  Participant,  whether  or not then
          employed by the  Company or a  Participating  Subsidiary,  all amounts
          credited to the Participant's Deferred Salary Account shall be paid to
          the  Participant's  estate  in a single  lump  sum  valued  the  first
          business day of the month following the date of death.

     (f)  All determinations of value of Participants'  Deferred Salary Accounts
          shall  be made in  accordance  with  the  relevant  provisions  of the
          Savings Plan.

     (g)  All  payments  under  the  Plan  shall  be  subject  to  any  required
          withholding of Federal, state and local taxes.

     (h)  The  opportunity  provided to a Participant to defer payment of his or
          her  compensation  beyond  termination  of  employment  shall serve as
          partial

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          consideration for a settlement of all claims which the Participant may
          have against the Company,  its Subsidiaries,  employees and agents and
          shall be subject to  execution  by the  Participant  of a release  and
          settlement agreement in a form prescribed by the Committee.

10.  Source of Payments. All amounts payable under the Plan shall be paid by the
     Company  and  Participating  Subsidiaries  from their  general  assets.  No
     Participant  shall  have any  right to or  interest  in any  assets  of the
     Company or any Participating  Subsidiary other than as an unsecured general
     creditor,   and  no  separate  fund  shall  be  established  in  which  any
     Participant has any right or interest.  The foregoing shall not prevent the
     Company or any Subsidiary  from  establishing  one or more funds from which
     payments  under  the Plan  shall  be made,  including  but not  limited  to
     circumstances  under which  payments  are to be made  following a Change of
     Control.

11.  Plan  Amendment and  Termination.  The Plan may be amended or terminated by
     the  Company at any time and in any manner  prior to the  happening  of any
     event in  connection  with or in  anticipation  of a Change of Control that
     actually occurs,  provided that no amendment or termination shall adversely
     affect the rights and benefits of Participants with respect to Compensation
     deferred pursuant to the Plan prior to such action.  After the happening of
     any event in connection with or in anticipation of a Change of Control that
     actually occurs: (a) no amendment shall be made which adversely affects the
     rights and benefits of Participants  with respect to compensation  deferred
     or benefits accrued  pursuant to the Plan prior to such amendment;  and (b)
     no amendment  may be made with  respect to any  provision of the Plan which
     becomes operative upon a Change of Control.

12.  No Right of  Employment.  The adoption and operation of this Plan shall not
     create in any Participant a right of continued  employment with the Company
     or any Subsidiary.

13.  No Assignment of Interest.  The interest of any Participant  under the Plan
     may not be assigned,  alienated,  encumbered or otherwise transferred,  and
     shall not be subject to attachment, garnishment, execution or levy; and any
     attempted  assignment,   alienation,   encumbrance,  transfer,  attachment,
     garnishment, execution or levy shall be void and of no force or effect.


                                     THE GILLETTE COMPANY



Date:    June 1, 2004                By: /s/ Edward E. Guillet
                                        --------------------------------
                                        Edward E. Guillet
                                        Senior Vice President - Human Resources

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