EXHIBIT 10.1

            Amendment to Employment Agreement Dated January 19, 2001


         This amendment to the Employment Agreement by and between The Gillette
Company (the "Company") and James M. Kilts (the "Executive") is made and entered
into as of this 27th day of August 2002.

         Whereas the Company has amended the post termination exercise periods
for all options granted under its Stock Option Plan beginning in the year 2002;

         Whereas it is the intention of the Company to provide the Executive
with option exercise terms no less favorable than the terms of options granted
to other plan participants;

         Now, Therefore, in consideration of the above premises and mutual
covenants contained in the Employment Agreement and for good and other valuable
consideration, the Parties agree to amend the Employment Agreement as follows:

         Paragraph 14 (a) (iii) is amended to read as follows:

                  "(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 and (b)for all outstanding stock
         options granted in the year 2002 and thereafter, equal to the lesser of
         three years and the remainder of their originally scheduled terms."

         Paragraph 14 (b) (iv) is amended to read as follows:

                  "(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 of year and
         the remainder of their originally scheduled terms and (b)with respect
         to all stock options granted in the year 2002 and thereafter, equal to
         the lesser of three years and the remainder of their originally
         scheduled terms; and"


                  Paragraph 14 (d) (v) is amended to read as follows:

                  "(v) all outstanding stock options shall become fully 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 and five years and all stock options
         granted in the year 2002 or thereafter shall remain exercisable for the
         remainder of their originally scheduled terms."


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         Paragraph 14(f) is amended to read as follows:

                  "Retirement. The Executive shall be entitled to retire, for
         purposes of the stock options granted to him, whether pursuant to
         Section 6(b) and 7(a) hereof or otherwise, by voluntarily terminating
         his employment on or after the third anniversary of the Commencement
         Date. Upon such termination for retirement, any stock options which are
         not then vested shall become 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 and
         five years and all stock options granted in the year 2002 or thereafter
         shall remain exercisable for the remainder of their originally
         scheduled terms."

                                              The Gillette Company



                                          By:_________________________
                                              Edward E. Guillet



                                             ----------------------------
                                              James M. Kilts