Exhibit 10.2

                              The Gillette Company
                          2004 Long-Term Incentive Plan



                             Effective May 20, 2004




























                                    Contents




Article 1. Establishment, Purpose, and Duration                                1
Article 2. Administration                                                      1
Article 3. Shares Subject to the Plan and Maximum Awards                       2
Article 4. Eligibility and Participation                                       4
Article 5. Stock Options                                                       4
Article 6. Stock Appreciation Rights                                           7
Article 7. Restricted Stock and Restricted Stock Units                         8
Article 8. Performance Shares                                                 10
Article 9. Cash-Based Awards and Other Stock-Based Awards                     11
Article 10. Performance Measures                                              11
Article 11. Dividend Equivalents                                              13
Article 12. Additional Conditions of Awards                                   13
Article 13. Deferrals                                                         15
Article 14. Rights of Participants                                            15
Article 15. Covered Transactions and Change of Control                        16
Article 16. Amendment, Modification, Suspension, and Termination              17
Article 17. Withholding                                                       18
Article 18. Successors                                                        19
Article 19. General Provisions                                                19
Article 20. Definitions                                                       21



The Gillette Company
2004 Long-Term Incentive Plan

Article 1. Establishment, Purpose, and Duration

     1.1  Establishment.  The  Gillette  Company,  a  Delaware  corporation  has
established  this 2004  Long-Term  Incentive  Plan (the  "Plan") as a  long-term
incentive  compensation  plan. The Plan permits the grant of Cash-Based  Awards,
Nonqualified Stock Options,  Incentive Stock Options, Stock Appreciation Rights,
Restricted  Stock,  Restricted  Stock  Units,   Performance  Shares,  and  Other
Stock-Based  Awards.  The Plan shall become effective on the date of stockholder
approval  (the  "Effective  Date")  and shall  remain in effect as  provided  in
Section 1.3 hereof.

     1.2  Purpose  of the  Plan.  The  purpose  of the  Plan is to  promote  the
interests of the Company and its  stockholders  by  strengthening  the Company's
ability to attract,  motivate, and retain Employees (including employees who are
also  Directors) and  Nonemployee  Directors of the Company upon whose judgment,
initiative,  and efforts the financial success and growth of the business of the
Company  depend,  and to provide an additional  incentive  for such  individuals
through  stock  ownership  and other  rights  that  promote  and  recognize  the
financial success and growth of the Company and create value for stockholders.

     1.3 Duration of the Plan. Unless sooner terminated as provided herein,  the
Plan  shall  terminate  ten years  from the  Effective  Date.  After the Plan is
terminated,  no Awards may be granted but Awards previously granted shall remain
outstanding  in  accordance  with their  applicable  terms.  No Incentive  Stock
Options may be granted more than ten years after December 9, 2003.

Article 2. Administration

     2.1 General. The Committee shall be responsible for administering the Plan,
subject to this Article 2 and the other  provisions  of the Plan.  The Committee
may employ attorneys,  consultants,  accountants, agents, and other persons, any
of whom may be an  Employee,  and shall be  entitled  to rely  upon the  advice,
opinions,  or  valuations  of any  such  persons.  All  actions  taken  and  all
interpretations  and  determinations  made by the  Committee  shall be final and
binding upon the Participants, the Company, and all other interested persons.

     2.2 Authority of the Committee. The Committee shall have full discretionary
power to interpret the terms and the intent of the Plan and any Award  Agreement
or other  agreement or document  ancillary to or in connection with the Plan, to
determine  eligibility for Awards and to adopt such rules,  regulations,  forms,
instruments, and guidelines for administering the Plan, as it may deem necessary
or proper. Such authority shall include,  but not be limited to, selecting Award
recipients including  prospective Employees and establishing all Award terms and
conditions,  including the terms and conditions  set forth in Award  Agreements.
Notwithstanding the foregoing,  Awards to Nonemployee Directors shall be made by
the Board, and all references in the Plan to the Committee,  where the Committee
is referred to as having  discretion  or authority to grant  Awards,  shall,  as
applied to Awards made to  Nonemployee  Directors,  be construed to refer to the
Board.  Awards  to  Nonemployee   Directors  are  not  subject  to  management's
discretion.

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     2.3 Delegation. The Committee may delegate to one or more of its members or
to one or more  officers of the Company,  and/or its  Subsidiaries  or to one or
more  agents or  advisors  such  administrative  duties or powers as it may deem
advisable.  The Committee may also  delegate to one or more  officers  (each,  a
"delegated officer") of the Company the power to designate Employees (other than
the  delegated  officer and other than any officer  subject to Section 16 of the
Exchange  Act) to receive  Awards under the Plan, on such terms as the delegated
officer  determines,  subject to the  following:  (i) any such  delegation  with
respect to Options or other  rights  described  in Section  157 of the  Delaware
General  Corporation  Law, or any  successor  provision,  shall  comply with the
requirements set forth therein, and (ii) in the case of any such delegation with
respect to other Awards  involving the issuance of Shares,  the Committee  shall
authorize the issuance of the Shares, limiting the aggregate number thereof that
shall be subject to Awards to which the delegation applies,  and shall determine
the price, if any, to be paid therefor.  Any officer to whom a delegation  under
the preceding  sentence is made shall report  periodically to the Committee,  in
such detail as the Committee may require, concerning Awards allocated or granted
pursuant to such delegation.  References to the Committee herein shall be deemed
to include any person to whom the Committee has delegated responsibilities under
this Section 2.3, to the extent of such delegation.

Article 3. Shares Subject to the Plan and Maximum Awards

     3.1 Number of Shares Available for Awards.

     (a)  Subject to adjustment  as provided in Section 3.4, the maximum  number
          of Shares  available for issuance to Participants  under the Plan (the
          "Share Authorization") shall be:

          (i)  Nineteen million (19,000,000), plus

          (ii) The sum of (1) the  authorized  Shares  not  issued or subject to
               outstanding  awards  under  the  Company's  Prior  Plan as of the
               Effective   Date  plus  (2)  any  unissued   Shares   subject  to
               outstanding  awards as of the Effective Date under the Prior Plan
               that on or after the  Effective  Date  cease for any reason to be
               subject  to such  awards  (other  than by reason of  exercise  or
               settlement  of the awards to the extent they are exercised for or
               settled in vested and nonforfeitable Shares).

     (b)  Subject to the  foregoing  limit on the  number of Shares  that may be
          issued in the aggregate  under the Plan,  the maximum number of Shares
          that may be issued in the following categories shall be as follows:

          (i)  No more than  thirty  seven  million  (37,000,000)  Shares may be
               issued pursuant to Awards in the form of ISOs; and

          (ii) No more than  thirty  seven  million  (37,000,000)  Shares may be
               issued pursuant to Awards in the form of NQSOs; and

          (iii)No  more  than  one  million  (1,000,000)  Shares  may be  issued
               pursuant to Awards made to Nonemployee Directors.

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     3.2 Share Usage.

     (a)  Shares  related to Awards that  terminate by  expiration,  forfeiture,
          cancellation,  or otherwise  without the issuance of such Shares,  are
          settled  in  cash  in  lieu  of  Shares,  or are  exchanged  with  the
          Committee's  permission,  prior to the issuance of Shares,  for Awards
          not  involving  Shares,  are not issued  Shares and,  consistent  with
          Section 3.1 above,  shall be available  for Awards  granted  under the
          Plan. If the Option Price of any Option  granted under the Plan or the
          tax withholding  requirements  with respect to any Award granted under
          the Plan are  satisfied by tendering  Shares to the Company (by either
          actual delivery or by attestation),  or if shares are tendered for any
          other  purpose  under any other  form of Award,  the  number of Shares
          treated as issued  under the Plan for  purposes  of Section  3.1 above
          shall be  determined  net of any Shares  tendered to the Company.  The
          Shares  available for issuance  under the Plan may be  authorized  and
          unissued Shares or treasury Shares, as the Committee determines.

     (b)  The  Committee  shall  have  the  authority  to  grant  Awards  as  an
          alternative  to or as the form of payment for grants or rights  earned
          or due under other compensation plans or arrangements of the Company.

     3.3 Annual  Award  Limits.  The  following  limits  (each an "Annual  Award
Limit,"  and,  collectively,  "Annual  Award  Limits")  shall apply to grants of
Awards under the Plan:

     (a)  Options:  The maximum  aggregate  number of Shares  subject to Options
          granted  in any one Plan  Year to any one  Participant  shall be three
          million  (3,000,000)  plus  the  amount  of the  Participant's  unused
          applicable  Annual  Award Limit as of the close of the  previous  Plan
          Year.

     (b)  SARs:  The  maximum  number of Shares  subject  to Stock  Appreciation
          Rights  granted in any one Plan Year to any one  Participant  shall be
          three million (3,000,000) plus the amount of the Participant's  unused
          applicable  Annual  Award Limit as of the close of the  previous  Plan
          Year.

     (c)  Restricted  Stock or  Restricted  Stock Units:  The maximum  aggregate
          grant with respect to Awards of Restricted  Stock or Restricted  Stock
          Units granted in any one Plan Year to any one Participant shall be two
          million  (2,000,000)  plus  the  amount  of the  Participant's  unused
          applicable  Annual  Award Limit as of the close of the  previous  Plan
          Year.

     (d)  Performance  Shares: The maximum aggregate grant of Performance Shares
          in any one Plan Year to any one Participant  shall be one and one-half
          million (1,500,000) Shares plus the amount of the Participant's unused
          applicable  Annual  Award Limit as of the close of the  previous  Plan
          Year.

     (e)  Cash-Based  Awards: The maximum aggregate grant amount with respect to
          Cash-Based  Awards granted in any one Plan Year to any one Participant
          may not

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          exceed  ten  million  dollars  ($10,000,000)  plus the  amount  of the
          Participant's  unused applicable Annual Award Limit as of the close of
          the previous Plan Year.

     (f)  Other Stock-Based  Awards. The maximum aggregate grant with respect to
          Other  Stock-Based  Awards  granted  in any one  Plan  Year to any one
          Participant shall be one and one-half million  (1,500,000) Shares plus
          the amount of the  Participant's  unused applicable Annual Award Limit
          as of the close of the previous Plan Year.

     (g)  Awards to  Nonemployee  Directors.  The maximum  aggregate  grant with
          respect  to Awards  made in any one Plan  Year to any one  Nonemployee
          Director shall be twenty  thousand  (20,000) Shares plus the amount of
          the Participant's unused applicable Annual Award Limit as of the close
          of the previous Plan Year.

     3.4 Adjustments in Authorized  Shares.  In the event of any corporate event
or  transaction  (including,  but not  limited to, a change in the shares of the
Company or the  capitalization of the Company) such as a merger,  consolidation,
reorganization,  recapitalization,  separation,  stock  dividend,  stock  split,
reverse  stock split,  split up,  spin-off,  or other  distribution  of stock or
property of the Company,  combination of Shares, exchange of Shares, dividend in
kind, or other like change in capital structure, or a distribution (other than a
normal cash dividend) to stockholders of the Company,  or any similar  corporate
event or transaction, the Committee, in order to prevent dilution or enlargement
of  Participants'  rights  under  the  Plan,  shall  substitute  or  adjust,  as
applicable,  the number and kind of Shares that may be issued  under the Plan or
under  particular  forms of Award,  the  number  and kind of Shares  subject  to
outstanding  Awards,  the Option Price or Grant Price  applicable to outstanding
Awards,  the Annual Award Limits, and other value  determinations  applicable to
outstanding Awards.

     The  Committee  may also  make  such  other  adjustments  in  Awards as are
authorized  by Article 15 or Article 16. Any  adjustment  made  pursuant to this
Section 3.4 or pursuant to Article 15 or Article 16 that is made with respect to
an Award intended to be an ISO shall be made only to the extent  consistent with
such intent,  and any such adjustment that is made with respect to an Award to a
Covered  Employee  that  is  intended  to  qualify  for  the   performance-based
compensation exception under Section 162(m) of the Code shall be made consistent
with that intent. The determination of the Committee as to Award adjustments, if
any, shall be conclusive and binding on Participants under the Plan.

Article 4. Eligibility and Participation

     4.1 Eligibility.  Individuals  eligible to participate in this Plan include
all Nonemployee Directors and all key Employees.

     4.2  Actual  Participation.  Subject  to the  provisions  of the Plan,  the
Committee may, from time to time, select from all eligible  individuals those to
whom Awards shall be granted and the amount, type, and terms of each Award.

Article 5. Stock Options

     5.1 Grant of  Options.  Subject  to the terms and  provisions  of the Plan,
Options may be granted to Participants in such number,  and upon such terms, and
at any time and from  time to time

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as shall be determined by the Committee;  provided that ISOs may be granted only
to eligible Employees of the Company or of any parent or subsidiary  corporation
(as these  terms are  defined  in  Section  424 of the Code and the  regulations
thereunder).

     5.2 Award  Agreement.  Each  Option  grant shall be  evidenced  by an Award
Agreement  that shall  specify the Option  Price,  the  maximum  duration of the
Option,  the number of Shares to which the Option pertains,  the conditions upon
which an Option shall become vested and  exercisable,  and such other provisions
as the Committee shall determine that are not inconsistent with the terms of the
Plan. The Award  Agreement also shall specify  whether the Option is intended to
be an ISO or a NQSO.

     5.3 Option  Price.  The Option Price for each grant of an Option under this
Plan shall be as determined by the Committee and shall be specified in the Award
Agreement.  The Option  Price may be fixed or  indexed  and shall be equal to or
greater than the FMV on the date of grant of the Shares subject to the Option.

     5.4  Duration of  Options.  Each  Option  shall  expire at such time as the
Committee  shall  determine  at the time of grant;  provided,  however,  that no
Option shall be exercisable later than the tenth (10th)  anniversary of the date
of its grant.

     5.5 Exercise of Options.  Options shall be exercisable at such times and be
subject to such  restrictions  and  conditions  as the  Committee  shall in each
instance  approve,  which terms and  restrictions  need not be the same for each
grant or for each Participant.

     5.6 Payment. Options granted under this Article 5 shall be exercised by the
delivery of a notice of exercise  to the Company or an agent  designated  by the
Company in a form specified or accepted by the  Committee,  or by complying with
any  alternative  procedures  which may be authorized by the Committee,  setting
forth the number of Shares with respect to which the Option is to be  exercised,
accompanied by full payment for the Shares.

     The  issuance  of Shares  with  respect  to any  Option  exercise  shall be
conditioned on full payment of the related Option Price. The Option Price of any
Option shall be payable to the Company  either:  (a) in cash or its  equivalent;
(b) by tendering (either by actual delivery or attestation)  previously acquired
Shares  having an aggregate  Fair Market Value at the time of exercise  equal to
the  Option  Price  (provided  that,  except  as  otherwise  determined  by  the
Committee,  the Shares that are tendered must have been held by the  Participant
for at least six (6) months prior to their tender to satisfy the Option Price or
have been  purchased on the open  market);  (c) by any other method  approved or
accepted by the Committee,  including,  without limitation,  if the Committee so
determines, a cashless (broker-assisted)  exercise; or (d) by any combination of
the foregoing.

     Subject to any governing rules or regulations, as soon as practicable after
receipt  of  written  notification  of  exercise  and  full  payment  (including
satisfaction  of any applicable tax  withholding),  the Company shall deliver to
the person  exercising  the Option  evidence of book entry Shares,  or upon such
person's  request,  Share  certificates in an appropriate  amount based upon the
number of Shares purchased under the Option(s).

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     Unless otherwise  determined by the Committee,  all cash payments under all
of the methods indicated above shall be paid in United States dollars.

     5.7  Restrictions on Share  Transferability.  The Committee may impose such
restrictions  on any  Shares  acquired  pursuant  to the  exercise  of an Option
granted  under  this  Article  5 as it may deem  advisable,  including,  without
limitation,  minimum holding period requirements,  restrictions under applicable
securities  laws, or under the requirements of any stock exchange or market upon
which such Shares are then listed and/or traded.

     5.8 Termination of Employment. Each Participant's Award Agreement shall set
forth the  extent,  if any,  to which the  Participant  shall  have the right to
exercise the Option following  termination of the Participant's  employment with
or provision of services to the Company and/or its Subsidiaries, as the case may
be. Such provisions  shall be determined by the Committee,  shall be included in
the Award  Agreement  entered  into with each  Participant,  need not be uniform
among  all  Options  issued   pursuant  to  this  Article  5,  and  may  reflect
distinctions based on the reasons for termination.

     5.9 Transferability of Options.

     (a)  Incentive  Stock  Options.  No ISO granted under the Plan may be sold,
          transferred,    pledged,   assigned,   or   otherwise   alienated   or
          hypothecated,  other  than  by  will or by the  laws  of  descent  and
          distribution.  Further,  all ISOs granted to a Participant  under this
          Article 5 shall be exercisable during his or her lifetime only by such
          Participant.

     (b)  Nonqualified  Stock  Options.   Except  as  otherwise  provided  in  a
          Participant's  Award  Agreement  or  otherwise  at  any  time  by  the
          Committee,  no  NQSO  granted  under  this  Article  5  may  be  sold,
          transferred,    pledged,   assigned,   or   otherwise   alienated   or
          hypothecated,  other  than  by  will or by the  laws  of  descent  and
          distribution;  provided that the Board or Committee may permit further
          transferability,  on a general  or a  specific  basis,  and may impose
          conditions and limitations on any permitted transferability.  Further,
          except as otherwise  provided in a  Participant's  Award  Agreement or
          otherwise  at any  time by the  Committee,  or  unless  the  Board  or
          Committee decides to permit further transferability, all NQSOs granted
          to a Participant under this Article 5 shall be exercisable  during his
          or her lifetime only by such Participant. With respect to those NQSOs,
          if any,  that are  permitted  to be  transferred  to  another  person,
          relevant  references in the Plan to the Participant,  as determined by
          the Committee,  shall be deemed to include the Participant's permitted
          transferee.

     5.10  Notification of Disqualifying  Disposition.  If any Participant shall
make any  disposition of Shares issued  pursuant to the exercise of an ISO under
the  circumstances  described in Section 421(b) of the Code (relating to certain
disqualifying  dispositions),  such Participant shall notify the Company of such
disposition within ten (10) days thereof.

     5.11.  Substituting  SARs.  In the event  the  Company  no longer  uses APB
Opinion 25 to account  for equity  compensation  and is required to or elects to
expense the cost of Options pursuant

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to FAS 123 (or a successor  standard),  the Committee  shall have the ability to
substitute,  without receiving Participant  permission,  SARs paid only in Stock
(or SARs paid in Stock or cash at the  Committee's  discretion)  for outstanding
Options  awarded  after  the  adoption  of FAS 123;  provided,  the terms of the
substituted  Stock SARs  correspond  in  relevant  respects  to the terms of the
Options  and the  difference  between the Fair  Market  Value of the  underlying
Shares and the Grant Price of the SARs is equivalent to the  difference  between
the Fair  Market  Value of the  underlying  Shares and the  Option  Price of the
Options, as determined by the Committee.

Article 6. Stock Appreciation Rights

     6.1 Grant of SARs.  Subject to the terms and  conditions of the Plan,  SARs
may be granted to Participants in such number,  and upon such terms,  and at any
time  and  from  time to time as  shall  be  determined  by the  Committee.  The
Committee may grant  Freestanding SARs, Tandem SARs, or any combination of these
forms of SARs.

     The Grant Price for each grant of a Freestanding SAR shall be determined by
the Committee and shall be specified in the Award Agreement. The Grant Price for
a Freestanding SAR may be fixed or indexed and shall be equal to or greater than
the FMV on the date of grant of the Shares subject to the Freestanding  SAR. The
Grant  Price of Tandem  SARs shall be equal to the Option  Price of the  related
Option.

     6.2 SAR Agreement.  Each SAR Award shall be evidenced by an Award Agreement
that shall specify the Grant Price,  the maximum duration of the SAR, the number
of Shares to which  the SAR  pertains,  the  conditions  upon  which a SAR shall
become vested and exercisable,  and such other provisions as the Committee shall
determine that are not inconsistent with the terms of the Plan.

     6.3 Duration of SAR.  Each SAR shall  expire at such time as the  Committee
shall determine at the time of grant;  provided,  however,  that no SAR shall be
exercisable later than the tenth (10th) anniversary of the date of its grant.

     6.4 Exercise of Freestanding  SARs.  Freestanding SARs shall be exercisable
at  such  times  and be  subject  to such  restrictions  and  conditions  as the
Committee shall in each instance approve,  which terms and restrictions need not
be the same for each grant or for each Participant.

     6.5 Exercise of Tandem SARs.  Tandem SARs may be exercised  for all or part
of the Shares  subject to the related  Option upon the surrender of the right to
exercise  the  equivalent  portion of the  related  Option.  A Tandem SAR may be
exercised  only with respect to the Shares for which its related  Option is then
exercisable.

     Notwithstanding  any other  provision  of this Plan to the  contrary,  with
respect to a Tandem SAR granted in  connection  with an ISO:  (a) the Tandem SAR
will expire no later than the expiration of the underlying ISO; (b) the value of
the payout  with  respect to the Tandem SAR may be for no more than one  hundred
percent (100%) of the difference  between the Option Price of the underlying ISO
and the Fair Market  Value of the Shares  subject to the  underlying  ISO at the
time the Tandem SAR is exercised;  and (c) the Tandem SAR may be exercised  only
when the Fair Market  Value of the Shares  subject to the ISO exceeds the Option
Price of the ISO.

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     6.6 Payment of SAR Amount. Upon the exercise of an SAR, a Participant shall
be  entitled to receive  payment  from the  Company in an amount  determined  by
multiplying:

     (a)  The difference between the Fair Market Value of a Share on the date of
          exercise over the Grant Price; by

     (b)  The number of Shares with respect to which the SAR is exercised.

     The payment upon SAR exercise may be in cash,  Shares,  or any  combination
thereof,  or in any other  manner  approved by the  Committee.  The  Committee's
determination  regarding  the form of SAR payout shall be set forth in the Award
Agreement pertaining to the grant of the SAR.

     6.7  Termination of Employment.  Each Award  Agreement  shall set forth the
extent,  if any, to which the  Participant  shall have the right to exercise the
SAR following  termination of the Participant's  employment with or provision of
services  to the  Company  and/or  its  Subsidiaries,  as the case may be.  Such
provisions shall be determined by the Committee,  shall be included in the Award
Agreement  entered into with  Participants,  need not be uniform  among all SARs
issued pursuant to the Plan, and may reflect  distinctions  based on the reasons
for termination.

     6.8   Nontransferability  of  SARs.  Except  as  otherwise  provided  in  a
Participant's Award Agreement or otherwise at any time by the Committee,  no SAR
granted under the Plan may be sold, transferred, pledged, assigned, or otherwise
alienated  or  hypothecated,  other than by will or by the laws of  descent  and
distribution.  Further,  except as otherwise  provided in a Participant's  Award
Agreement  or  otherwise  at any time by the  Committee,  all SARs  granted to a
Participant under the Plan shall be exercisable  during his or her lifetime only
by such  Participant.  With respect to those SARs, if any, that are permitted to
be  transferred  to  another  person,  relevant  references  in the  Plan to the
Participant,  as  determined  by the  Committee,  shall be deemed to include the
Participant's permitted transferee.

     6.9 Other  Restrictions.  The Committee shall impose such other  conditions
and/or  restrictions  on any Shares  received  upon  exercise  of a SAR  granted
pursuant to the Plan as it may deem advisable or desirable.  These  restrictions
may include,  but shall not be limited to, a  requirement  that the  Participant
hold any Shares received upon exercise of a SAR for a specified period of time.

Article 7. Restricted Stock and Restricted Stock Units

     7.1 Grant of  Restricted  Stock or Restricted  Stock Units.  Subject to the
terms and provisions of the Plan,  Shares of Restricted Stock and/or  Restricted
Stock Units may be granted to Participants in such number,  and upon such terms,
and at any time and from time to time as shall be determined by the Committee.

     7.2 Restricted  Stock or Restricted  Stock Unit Agreement.  Each Restricted
Stock  and/or  Restricted  Stock  Unit  grant  shall  be  evidenced  by an Award
Agreement that shall specify the Period(s) of Restriction,  the number of Shares
of  Restricted  Stock or the  number of  Restricted  Stock  Units  granted,  the
conditions upon which  Restricted  Stock or Restricted  Stock Units shall become
vested,  and such other provisions as the Committee shall determine that are not
inconsistent with the terms of the Plan.

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     7.3 Transferability. Except as provided in this Plan or an Award Agreement,
the Shares of Restricted Stock and/or  Restricted Stock Units granted herein may
not  be  sold,  transferred,   pledged,  assigned,  or  otherwise  alienated  or
hypothecated  until the end of the applicable Period of Restriction  established
by the Committee and specified in the Award Agreement or otherwise at anytime by
the  Committee  (and in the case of  Restricted  Stock  Units  until the date of
delivery  or  other  payment),   or  upon  earlier  satisfaction  of  any  other
conditions,  as specified by the Committee, and set forth in the Award Agreement
or  otherwise  at any time by the  Committee.  All  rights  with  respect to the
Restricted Stock and/or  Restricted  Stock Units granted to a Participant  under
the Plan shall be available during his or her lifetime only to such Participant,
except  as  otherwise  provided  in an  Award  Agreement  or at any  time by the
Committee.

     7.4 Other  Restrictions.  The Committee shall impose such other  conditions
and/or  restrictions on any Shares of Restricted Stock or Restricted Stock Units
granted  pursuant  to the  Plan  as it may  deem  advisable  including,  without
limitation,  a requirement that Participants pay a stipulated purchase price for
each Share of Restricted Stock or each Restricted Stock Unit, restrictions based
upon the achievement of specific  performance  goals,  time-based  restrictions,
and/or restrictions under applicable laws or under the requirements of any stock
exchange  or market  upon  which such  Shares  are listed or traded,  or holding
requirements  or sale  restrictions  placed on the  Shares by the  Company  upon
vesting of such Restricted Stock or Restricted Stock Units.

     Except  with  respect  to a  maximum  of five  percent  (5%) of the  Shares
authorized  in Section  3.1(a) and  disregarding  the impact of Article  15, any
Awards of Restricted  Stock or Restricted  Stock Units that vest on the basis of
the  Participant's  continued  employment  with or  provision  of service to the
Company  shall  provide for vesting at a rate that is not more rapid than annual
pro rata vesting over a three (3) year period and any Awards of Restricted Stock
or Restricted  Stock Units that vest upon the  attainment of  performance  goals
shall provide for a performance period of at least twelve (12) months.

     To the extent deemed  appropriate by the Committee,  the Company may retain
the  certificates  representing  Shares  of  Restricted  Stock in the  Company's
possession until such time as all conditions and/or  restrictions  applicable to
such Shares have been satisfied or lapse.

     After all conditions and restrictions under the Plan applicable to an Award
under  this  Article  7 have  been  satisfied  or  have  lapsed,  including  the
satisfaction  of all applicable  tax  withholding  obligations,  then (a) if the
Award was an Award of Restricted Stock, the Shares subject to the Award shall be
free of all transfer  restrictions  imposed under the Plan, and (b) if the Award
was an Award of Restricted Stock Units, the Shares subject to the Award, or cash
in  lieu  thereof,  or a  combination  of  Shares  and  cash,  as the  Committee
determines, shall be issued and delivered to the holder of the Award.

     7.5 Voting  Rights.  Except as otherwise  specified in an Award  Agreement,
Participants  holding  Shares of Restricted  Stock shall have full voting rights
with respect to those Shares  during the Period of  Restriction.  A  Participant
shall have no voting rights with respect to any  Restricted  Stock Units granted
hereunder except as to Shares actually issued and delivered under such Units.

     7.6  Termination of Employment.  Each Award  Agreement  shall set forth the
extent,  if any,  to  which  the  Participant  shall  have the  right to  retain
Restricted  Stock and/or  Restricted  Stock Units

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                                       9

following  termination  of the  Participant's  employment  with or  provision of
services  to the  Company  and/or  its  Subsidiaries,  as the case may be.  Such
provisions shall be determined by the Committee,  shall be included in the Award
Agreement  entered  into with each  Participant,  need not be uniform  among all
Shares of  Restricted  Stock or  Restricted  Stock Units issued  pursuant to the
Plan, and may reflect distinctions based on the reasons for termination.

     7.7 Section 83(b) Election. The Committee may provide in an Award Agreement
relating to Restricted  Stock that the Award is conditioned upon the Participant
making or  refraining  from making an election  with  respect to the  Restricted
Stock  under  Section  83(b) of the Code.  If a  Participant  makes an  election
pursuant  to  Section  83(b)  of  the  Code  concerning  Restricted  Stock,  the
Participant  shall be required to file promptly a copy of such election with the
Company.

Article 8. Performance Shares

     8.1 Grant of Performance Shares. Subject to the terms and provisions of the
Plan,  Performance  Shares may be granted in such  number,  and upon such terms,
which may  include  requirements  of  continued  service as well as  performance
conditions,  and at any time and from time to time as shall be determined by the
Committee.  Each  Award  under  this  Article 8 shall  specify  the  performance
measures applicable to the Award, as determined by the Committee, and the period
or periods (each, a "Performance Period") over which the performance measures so
determined  are to be  measured.  Each  Performance  Share shall be expressed in
units of Shares or  fractions  or  multiples  of Shares  and shall  provide  for
payout, if the applicable  performance and other Award conditions are met, based
on the value of the underlying  Shares,  or on appreciation in such value, or on
such other Share-related  measures of value as the Committee may determine.  For
the avoidance of doubt, an Award granted under Articles 5, 6, 7 or 9 may provide
for the  acceleration of vesting or payment upon the satisfaction of performance
conditions  and shall not thereby be considered a Performance  Share Award under
this  Article 8, but a share based Award that would  otherwise  be  described in
Articles 5, 6, 7 or 9 but under which the satisfaction of performance conditions
(other than service) is a precondition to any vesting or exercisability shall be
considered a Performance Share for purposes of the Plan.

     8.2 Payment of Performance Shares. Subject to the terms of this Plan, after
the applicable  Performance  Period has ended, the holder of a Performance Share
shall be entitled to receive such payout, if any, as the Committee determines is
owed  based on the terms of the Award.  Payment  with  respect to a  Performance
Share  may be  made  in the  form of  cash  or in  Shares  (or in a  combination
thereof), as the Committee determines.

     8.3  Termination of Employment.  Each Award  Agreement  shall set forth the
extent,  if any,  to  which  the  Participant  shall  have the  right to  retain
Performance Shares following termination of the Participant's employment with or
provision of services to the Company  and/or its  Subsidiaries,  as the case may
be. Such provisions  shall be determined by the Committee,  shall be included in
the Award  Agreement  entered  into with each  Participant,  need not be uniform
among all Awards of  Performance  Shares  issued  pursuant to the Plan,  and may
reflect distinctions based on the reasons for termination.

     8.4  Nontransferability.  Except as otherwise  provided in a  Participant's
Award  Agreement or otherwise at any time by the Committee,  Performance  Shares
may not be sold,  transferred,  pledged,  assigned,  or  otherwise  alienated or
hypothecated,  other  than by will or by the laws of

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                                       10

descent  and  distribution.   Further,   except  as  otherwise   provided  in  a
Participant's  Award  Agreement  or otherwise  at any time by the  Committee,  a
Participant's  rights  under the Plan  shall be  exercisable  during  his or her
lifetime only by such Participant.  With respect to those Performance Shares, if
any, that are permitted to be transferred to another person, relevant references
in the Plan to a Participant, as determined by the Committee, shall be deemed to
include the Participant's permitted transferee.

Article 9. Cash-Based Awards and Other Stock-Based Awards

     9.1 Grant of Cash-Based Awards.  Subject to the terms and provisions of the
Plan,  Cash-Based Awards may be granted in such number, and upon such terms, and
at any time and from time to time as shall be determined by the Committee.  Each
such Award  shall be  evidenced  by an Award  Agreement  that shall  specify the
maximum  duration  of the  Cash-Based  Award,  the  amount  of cash to which the
Cash-Based Award pertains,  the conditions upon which the Cash-Based Award shall
become vested or exercisable,  and such other  provisions as the Committee shall
determine which are not inconsistent with the terms of the Plan.

     9.2 Other  Stock-Based  Awards.  Subject to the terms and provisions of the
Plan,  Other  Stock-Based  Awards may be granted in such  number,  and upon such
terms,  and at any  time and from  time to time as  shall be  determined  by the
Committee.  Such Awards  shall be  evidenced  by an Award  Agreement  that shall
specify  the  maximum  duration of the Other  Stock-Based  Award,  the number of
Shares to which the Other Stock-Based Award pertains,  the conditions upon which
the Other Stock-Based Award shall become vested and exercisable,  and such other
provisions as the Committee shall determine which are not inconsistent  with the
terms of the Plan.

     9.3 Payment of Cash-Based and Other  Stock-Based  Awards.  Each  Cash-Based
Award  shall  specify a  cash-denominated  payment  amount or payment  ranges as
determined by the Committee.  Each Other Stock-Based Award shall be expressed in
terms of  Shares or units  based on  Shares,  as  determined  by the  Committee.
Payment,  if any,  with  respect to a Cash-Based  Award or an Other  Stock-Based
Award shall be made in  accordance  with the terms of the Award and,  subject to
such terms, may be made under either form of Award in cash or in Shares,  as the
Committee determines.

     9.4 Termination of Employment. Each Participant's Award Agreement shall set
forth the  extent,  if any,  to which the  Participant  shall  have the right to
receive payment under Cash-Based  Awards or Other  Stock-Based  Awards following
termination of the Participant's employment with or provision of services to the
Company and/or its  Subsidiaries,  as the case may be. Such provisions  shall be
determined by the Committee,  shall be included in the Award  Agreement  entered
into with each  Participant,  need not be uniform among all Cash-Based Awards or
Other  Stock-Based   Awards  issued  pursuant  to  the  Plan,  and  may  reflect
distinctions based on the reasons for termination.

     9.5  Nontransferability.  Except as otherwise  determined by the Committee,
neither Cash-Based Awards nor Other Stock-Based Awards may be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated, other than by will or
by the laws of descent and distribution.  Further,  except as otherwise provided
by the Committee,  a Participant's rights under the Plan, if exercisable,  shall
be exercisable during his or her lifetime only by such Participant. With respect
to  those  Cash-Based  Awards  or Other  Stock-Based  Awards,  if any,  that are
permitted to be transferred to another person,  relevant  references in the Plan
to a Participant, as determined by the Committee, shall be deemed to include the
Participant's permitted transferee.

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                                       11

Article 10. Performance Measures

     10.1 Performance Measures.  The performance goals upon which the payment or
vesting  of an Award to a  Covered  Employee  that is  intended  to  qualify  as
Performance-Based  Compensation  shall be objectively  determinable  goals based
upon one or more of the following Performance Measures:

     (a)  Net earnings or net income (before or after taxes);
     (b)  Net income per share;
     (c)  Net sales growth;
     (d)  Net operating profit;
     (e)  Return  measures  (including,  but not limited to,  return on invested
          capital, assets, equity, or net sales);
     (f)  Cash flow (including, but not limited to, operating cash flow,
               free cash flow, and cash flow return on capital);
     (g)  Income before or after taxes, interest, depreciation, and/or
               amortization;
     (h)  Gross or operating margins;
     (i)  Productivity ratios;
     (j)  Share price (including,  but not limited to, growth measures and total
          stockholder return);
     (k)  Expense targets;
     (l)  Margins;
     (m)  Operating efficiency;
     (n)  Working capital targets; and
     (o)  Economic Value Added or EVA(R)(net  operating profit after taxes minus
          the sum of capital multiplied by the cost of capital)

     Performance  Measures  may be  applied  to any  or any  combination  of the
Company and its Subsidiaries on a consolidated basis or, as the context permits,
on a divisional,  entity, line of business,  project or geographical basis or in
combinations  thereof.  If the Committee so  determines,  performance  goals may
relate  to  performance  under  one or  more  of  the  Performance  Measures  as
hereinabove  described  compared  to the  performance  of a group of  comparator
companies or another index or indices.  The Committee  also has the authority to
provide  for  accelerated  vesting  of any  Award  based on the  achievement  of
performance goals pursuant to the Performance Measures specified in this Article
10.

     10.2 Evaluation of Performance. The Committee may provide in any such Award
that any evaluation of  performance  may include or exclude any of the following
events that are  objectively  determinable  and that occur during a  Performance
Period:  (a)  asset  write-downs,   (b)  litigation,   claims,   judgments,   or
settlements,  (c) the effect of changes in tax laws, accounting  principles,  or
other laws or provisions  affecting reported results, (d) any reorganization and
restructuring  programs,  (e) extraordinary  nonrecurring  items as described in
Accounting Principles Board Opinion No. 30 and/or in management's discussion and
analysis of  financial  condition  and results of  operations  appearing  in the
Company's   annual  report  to  stockholders   for  the  applicable   year,  (f)
acquisitions,  divestitures,  joint  ventures,  or  alliances,  and (g)  foreign
exchange gains and losses.  To the extent such  inclusions or exclusions  affect
Awards to Covered  Employees,  they shall be prescribed in a form that meets the
requirements of Code Section 162(m) for deductibility.

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                                       12

     10.3 Adjustment of Performance-Based Compensation. Awards that are designed
to  qualify  as  Performance-Based  Compensation,  and that are held by  Covered
Employees,  may not be adjusted  upward.  The  Committee  may adjust such Awards
downward,  either on a formula or a discretionary  basis or any combination,  as
the Committee determines.

     10.4 Other Changes. In the event that applicable tax and/or securities laws
change  to  permit  Committee  discretion  to alter  the  governing  Performance
Measures without obtaining  stockholder  approval of such changes, the Committee
may make such changes without obtaining  stockholder  approval.  In addition, in
the event that the  Committee  determines  that it is  advisable to grant Awards
that shall not qualify as Performance-Based Compensation, the Committee may make
such grants without  satisfying the  requirements of Code Section 162(m) and may
base vesting on Performance Measures other than those set forth in Section 10.1.

Article 11. Dividend Equivalents

     Any  Participant   selected  by  the  Committee  may  be  granted  dividend
equivalents  based on the  dividends  declared on Shares that are subject to any
Award but that have not been issued or delivered,  to be credited as of dividend
payment  dates  during the period  between the date the Award is granted and the
date the Award is exercised,  vests or expires,  as determined by the Committee.
Such dividend  equivalents  shall be converted to cash or  additional  Shares by
such  formula  and at  such  time  and  subject  to such  limitations  as may be
determined by the Committee.

Article 12. Additional Conditions of Awards

     Except  as  otherwise  provided  in an  Award  Agreement  or an  employment
agreement  between  an  Employee  Participant  and the  Company,  the  following
additional provisions shall govern Awards granted under the Plan.

     12.1 Additional  Conditions of Awards.  With respect to any Option or other
Award granted under this Plan, the following terms and conditions shall apply:

     (a)  Unless  otherwise  provided  pursuant  to  a  termination   settlement
          agreement  with the  Company  or any of its  subsidiaries,  while  the
          Participant  is  employed  by the Company and for a period of eighteen
          (18) months after the  termination or cessation of such employment for
          any reason, the Participant shall not directly or indirectly:

          (i)  As an  employee,  consultant,  independent  contractor,  officer,
               director, individual proprietor,  investor, partner, stockholder,
               agent,  principal,  joint  venturer,  or in  any  other  capacity
               whatsoever (other than as the holder of not more than one percent
               of the  combined  voting  power  of the  outstanding  stock  of a
               publicly  held  corporation  or  company),  be  employed,   work,
               consult,  advise, assist, or engage in any activity regarding any
               business,   product,  service  or  other  matter  which:  (A)  is
               substantially similar to or competes with any business,  product,
               service or other matter  regarding which the  Participant  worked
               for the Company, or any of its subsidiaries, during the three (3)
               years prior to  Participant's  termination of employment;  or (B)
               concerns   subject   matters  about  which   Participant   gained
               proprietary   information   of  the   Company,   or  any  of  its
               subsidiaries,  during  the  three  (3) year  period  prior to the
               Participant's termination of employment;

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                                       13

          (ii) Either alone or in association  with others,  solicit,  divert or
               take away, or attempt to divert or to take away,  the business or
               patronage  of any of  the  clients,  customers  or  accounts,  or
               prospective clients,  customers or accounts, of the Company which
               were contacted,  solicited or served, directly or indirectly,  by
               Participant while employed by the Company; or

          (iii)Either  alone or in  association  with  others:  (A)  solicit  or
               encourage any employee or  independent  contractor of the Company
               to terminate  his or her  relationship  with the Company;  or (B)
               recruit,  hire or solicit for  employment or for engagement as an
               independent contractor,  any person who is or was employed by the
               Company at any time during the Participant's  employment with the
               Company;  provided,  that this Paragraph (iii) shall not apply to
               such person whose employment with the Company has been terminated
               for a period of six months or longer.

     (b)  The  Participant  shall not  disclose or use at any time any secret or
          confidential  information  or  knowledge  obtained  or acquired by the
          Participant  during,  after,  or by  reason  of,  employment  with the
          Company or any of its  subsidiaries,  as provided under applicable law
          and any and all agreements  between the Participant and the Company or
          any of its subsidiaries  regarding  Participant's  employment with the
          Company or the subsidiary.

     (c)  In accordance with any and all agreements  between the Participant and
          the Company or any of its  subsidiaries  regarding  the  Participant's
          employment,  the Participant  shall disclose promptly and transfer and
          assign to the  Company  all  improvements  and  inventions  in certain
          fields made or conceived by the Participant during employment with the
          Company  or  the  subsidiary   and  within  the   prescribed   periods
          thereafter.

     (d)  To the  extent  permitted  by law,  the  Participant  shall  not make,
          publish  or  state,  or cause to be made,  published  or  stated,  any
          defamatory  or  disparaging   statement,   writing  or   communication
          pertaining  to  the   character,   reputation,   business   practices,
          competence or conduct of the Company, its subsidiaries,  stockholders,
          directors, officers, employees, agents, representatives or successors.

     12.2 Geographic Scope of Provisions. The geographic scope of the provisions
of Section  12.1(a)  above shall  extend to  anywhere  the Company or any of its
subsidiaries is doing business,  has done business or intends to do business. If
any  restriction  set forth in  Section  12.1(a)  above is found by any court of
competent  jurisdiction  to be  unenforceable  because it extends for too long a
period  of time or over  too  great a  range  of  activities  or in too  broad a
geographic  area, it shall be interpreted to extend only over the maximum period
of  time,  range  of  activities  or  geographic  area  as to  which  it  may be
enforceable.

     12.3 Effect of Change of Control on Conditions. In the event of a Change of
Control,  the restrictions  contained in Sections  12.1(a)(i),  12.1(a)(iii) and
12.1(d)  above shall cease and the  Participant  shall no longer be bound by the
obligations thereunder.

     12.4  Consequences  of Violation of Conditions.  If the Company  reasonably
determines that a Participant has materially  violated any of the  Participant's
obligations  under  Section 12.1 above,  or if

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                                       14

a Participant is terminated  for Cause,  then, in addition to any other remedies
at law or in equity it may have, the Company shall have the following rights and
remedies:

     (a)  The Company may cancel any and all Awards granted to the  Participant,
          including  grants that according to their terms are vested,  effective
          as of the date on which such violation began (the  "Violation  Date");
          and

     (b)  The  Company  may  demand  the  return  of any  gain  realized  by the
          Participant as a result of the  Participant's  exercise of, vesting in
          or receipt of any Award during the period commencing one year prior to
          the Participant's termination of employment and continuing through the
          Violation Date. Upon demand,  the Participant shall pay to the Company
          the amount of any gain  realized  or payment  received  as a result of
          such exercises,  vestings,  or receipts. At the option of the Company,
          such  payment  shall be made by returning to the Company the number of
          shares of common stock of the Company which the  Participant  received
          in connection  with such exercise (with the Company then refunding the
          option price paid by the Participant), vesting, or receipt, or in cash
          in the  amount  of  the  gain  realized.  If  after  such  demand  the
          Participant fails to return said shares or amounts,  the Company shall
          have the right to offset said amounts  against any amounts,  including
          compensation,  owed to the  Participant  by the Company or to commence
          judicial proceedings against the Participant to recover said shares or
          amounts.

     The  provisions  of this  Section  12.4 shall be in  addition  to any other
forfeitures or penalties required by applicable law.

     12.5  Effect on Other  Non-Competition  Restrictions.  The  non-competition
restrictions  set  forth  in  Section  12.1(a)  supersede  any   non-competition
restrictions  of less than  eighteen  (18) months in  duration  set forth in any
employment  agreement between a Participant and the Company or any subsidiary or
predecessor.

Article 13. Deferrals

     The  Committee   may  permit  or  require  a  Participant   to  defer  such
Participant's  receipt of the  payment of cash or the  delivery  of Shares  that
would  otherwise  be due to such  Participant  by virtue of the  exercise  of an
Option or SAR, the lapse or waiver of  restrictions  with respect to  Restricted
Stock Units, or payment in respect of Performance Shares, Cash-Based Awards, and
Other  Stock-Based  Awards.  If  any  such  deferral  election  is  required  or
permitted,  the Committee  shall establish rules and procedures for such payment
deferrals.

Article 14. Rights of Participants

     14.1 Employment.  Nothing in the Plan or an Award Agreement shall interfere
with or limit in any way the right of the  Company  and/or its  Subsidiaries  to
terminate  any  Participant's  employment or service on the Board at any time or
for any reason or confer upon any  Participant  any right to continue his or her
employment  or service as a  Nonemployee  Director for any  specified  period of
time.

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                                       15

     Neither an Award nor any benefits  arising under this Plan shall constitute
an employment  contract  with the Company  and/or its  Subsidiaries.  Subject to
Articles 2 and 16, this Plan and the benefits hereunder may be terminated at any
time pursuant to Article 16 without  giving rise to any liability on the part of
the Company and/or its Subsidiaries.

     14.2  Participation.  No individual  shall have the right to be selected to
receive an Award under this Plan, or, having been so selected, to be selected to
receive a future Award.

     14.3  Rights as a  Stockholder.  Except as  otherwise  provided  herein,  a
Participant  shall  have none of the  rights of a  stockholder  with  respect to
Shares covered by any Award until the  Participant  becomes the record holder of
such Shares.

Article 15. Covered Transactions and Change of Control

     15.1  Covered   Transactions.   Unless  otherwise  specified  in  an  Award
Agreement,  in the event of a "covered  transaction" (as hereinafter defined) in
which there is an acquiring or surviving  entity,  the Committee may provide for
the assumption of some or all outstanding Awards, or for the grant of new Awards
in  substitution  therefor,  by the  acquirer or survivor or an affiliate of the
acquirer or survivor,  in each case on such terms and subject to such conditions
as the Committee  determines.  The terms and conditions of any substitute  Award
shall be substantially  equivalent to the terms and conditions of the Award that
it  replaces,   taking  into  account   changes   necessitated  by  the  covered
transaction,  all as  determined  by the  Committee.  In the  absence of such an
assumption or if there is no substitution,  except as otherwise  provided in the
Award each Stock  Option,  SAR and other Award  requiring  exercise  will become
fully exercisable,  and the delivery of Shares or cash issuable or payable under
each  other  outstanding  Award  will  be  accelerated,  prior  to  the  covered
transaction,  in each case (where  Shares are to be  delivered)  on a basis that
gives the holder of the Award a reasonable  opportunity,  as  determined  by the
Committee, following exercise of the Award or the issuance of the Shares, as the
case may be, to participate as a stockholder in the covered transaction, and the
Award will terminate upon consummation of the covered  transaction.  In the case
of Restricted  Stock or other Award subject to  restrictions,  the Committee may
require that any amounts  delivered,  exchanged or otherwise  paid in respect of
such Shares or under the Award in  connection  with the covered  transaction  be
placed in escrow or otherwise made subject to such restrictions as the Committee
deems  appropriate  to carry out the  intent of the Plan.  For  purposes  of the
foregoing,  a "covered  transaction" is any of (i) a consolidation,  merger,  or
similar  transaction or series of related  transactions  in which the Company is
not the  surviving  corporation  or which results in the  acquisition  of all or
substantially  all of the Company's  then  outstanding  common stock by a single
person or entity or by a group of persons  and/or  entities  acting in  concert,
(ii) a sale or transfer of all or  substantially  all the Company's  assets,  or
(iii) a dissolution or liquidation of the Company.  Where a covered  transaction
involves a tender offer that is  reasonably  expected to be followed by a merger
described  in  clause  (i)  (as  determined  by  the  Committee),   the  covered
transaction  shall be deemed to have  occurred upon  consummation  of the tender
offer.

     15.2 Change of Control of the  Company.  Unless  otherwise  specified in an
Award Agreement or an employment  agreement between an Employee  Participant and
the Company, in the event of a Change of Control,  whether or not such Change of
Control  also  constitutes  a "covered  transaction"  as defined in Section 15.1
above,  the following  provisions shall apply. In the case of a transaction that
qualifies as both a Change of Control and a "covered transaction" as so defined,
the vesting  provisions  of this  Section  15.2 shall be applied  whether or not
there is an assumption or

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                                       16

substitution  under  Section  15.1,  but the  provisions  of this  Section  15.2
relating to exercise or  enjoyment of an Award  following  the Change of Control
shall apply only to the extent the Award is  continued  (through  assumption  or
substitution) in connection with the transaction.

     (a)  All outstanding  Options and SARs held by  Participants  which are not
          yet  exercisable on the date such Change of Control first occurs shall
          become  immediately  exercisable  and  all  the  rights  and  benefits
          relating  to such  Options  and SARs  including,  but not  limited to,
          periods  during  which such  Options and SARs may be  exercised  shall
          become  fixed and not subject to change or  revocation  by the Company
          except as otherwise provided under Article 16;

     (b)  In the event that,  within two (2) years of a Change of  Control,  the
          employment of an employee Participant is terminated by the Company for
          any  reason  other  than  for  Cause,  or  the  employee   Participant
          terminates employment for Good Reason, or the service as a Nonemployee
          Director is terminated, the applicable exercise period for all Options
          and SARs (including substituted or assumed Awards, if any, in the case
          of a Change of Control that is also  subject to Section  15.1) held by
          him or her at termination  of employment  shall be a period of two (2)
          years  from the date of  termination;  provided,  however,  that in no
          event  shall any  Option or SAR be  exercisable  beyond ten (10) years
          from its date of grant;

     (c)  Any Period of Restriction and restrictions imposed on Restricted Stock
          or  Restricted  Stock Units shall lapse,  and,  any Shares  subject to
          Restricted  Stock Unit Awards shall be delivered on a basis that gives
          the holder of the Award a reasonable opportunity, as determined by the
          Committee,  to  participate  as a stockholder in the Change of Control
          transaction;

     (d)  The  target  payout  opportunities  attainable  under all  outstanding
          Awards subject to performance  conditions shall be deemed to have been
          fully  earned on the same basis as if  targeted  performance  had been
          attained for the Performance Period;

          (i)  The  vesting  of  all  Awards  denominated  in  Shares  shall  be
               accelerated  as of the  effective  date of the Change of Control,
               and shall be paid out to Participants prior to the effective date
               of the Change of Control.  The Committee has the authority to pay
               all or any portion of the value of the Shares in cash; and

          (ii) Awards  denominated in cash shall be paid to Participants in cash
               prior to the effective date of the Change of Control; and

     (e)  Upon a Change of Control,  unless otherwise specifically provided in a
          written  agreement  entered  into  between  the  Participant  and  the
          Company,  all conditions for payment to which  outstanding  Cash-Based
          Awards and Other  Stock-Based  Awards  may be  subject  will be deemed
          satisfied, and the Committee shall pay out all such Awards.

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                                       17

Article 16. Amendment, Modification, Suspension, and Termination

     16.1  Amendment  of the  Plan or  Awards.  The  Board of  Directors  or the
Committee may, at any time and from time to time, alter, amend, modify, suspend,
or  terminate  the Plan or any Award  Agreement  in whole or in part;  provided,
however,  that,  no  amendment  of the Plan  shall be made  without  shareholder
approval  if  shareholder  approval is  required  by law,  regulation,  or stock
exchange rule; and further provided no such amendment shall adversely affect the
rights  of any  Participant  (without  his  or  her  consent)  under  any  Award
theretofore  granted or other  contractual  arrangements  entered into before or
after a "covered transaction" or Change of Control or deprive any Participant of
any  right  or  benefit  which  became  operative  in the  event  of a  "covered
transaction" or Change of Control.

     16.2  Adjustment  of Awards  Upon the  Occurrence  of  Certain  Unusual  or
Nonrecurring  Events.  The  Committee  may make  adjustments  in the  terms  and
conditions of, and the criteria included in, Awards in recognition of unusual or
nonrecurring  events  (including,  without  limitation,  the events described in
Section 3.4 hereof)  affecting  the Company or the  financial  statements of the
Company or of changes in applicable laws, regulations, or accounting principles,
whenever the Committee determines that such adjustments are appropriate in order
to prevent  unintended  dilution or  enlargement  of the  benefits or  potential
benefits  intended to be made available under the Plan. The determination of the
Committee as to the  foregoing  adjustments,  if any,  shall be  conclusive  and
binding on Participants under the Plan. In the case of performance-based  awards
to a Covered Employee that are intended to be exempt under Section 162(m) of the
Code,  adjustments by the Committee shall be made consistent with Article 10 and
only to the extent consistent with such exemption.

     16.3  Replacement  Awards.  The Company may grant  Awards under the Plan on
terms  differing  from those  provided  for in the Plan  where  such  Awards are
granted in substitution  for Awards held by employees of other  corporations who
concurrently  become employees of the Company or a subsidiary as the result of a
merger  or  consolidation  of the  employing  corporation  with the  Company  or
subsidiary,  or the  acquisition  by the Company or a subsidiary  of property or
stock of the employing corporation. The Committee may direct that the substitute
Awards be  granted  on such  terms and  conditions  as the  Committee  considers
appropriate in the circumstances.  Shares subject to a substitute or replacement
Award granted  pursuant to this Section  16.3,  or subject to Awards  assumed in
connection  with a transaction  described in this Section 16.3,  shall not count
against  the  Share  limitations  described  in  Article  3, nor shall the Award
limitations  described in Article 3 apply to such  substitute,  replacement,  or
assumed Awards,  in each case except as may otherwise be required to satisfy the
ISO  rules  under  Section  422 of the Code or other  applicable  legal or stock
exchange requirements.

Article 17. Withholding

     17.1 Tax  Withholding.  The  Company  shall have the power and the right to
deduct or  withhold,  or require a  Participant  to remit to the  Company,  such
amounts as the Company determines are necessary or desirable to satisfy,  or are
required by law or regulation to be withheld,  with respect to any taxable event
arising as a result of this Plan.

     17.2 Share  Withholding.  With  respect to  withholding  required  upon the
exercise of Options or SARs, upon the lapse of restrictions on Restricted  Stock
and Restricted Stock Units, or upon the achievement of performance goals related
to Performance Shares, or any other taxable event arising

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                                       18

as a result of an Award granted  hereunder,  Participants may elect,  subject to
the approval of the Committee, to satisfy the withholding requirement,  in whole
or in part, by having the Company  withhold Shares having a Fair Market Value on
the date the tax is to be determined  equal to the minimum  statutory  total tax
that  could  be  imposed  on  the  transaction.  All  such  elections  shall  be
irrevocable,  made in  writing,  and  signed  by the  Participant,  and shall be
subject to any restrictions or limitations that the Committee deems appropriate.

Article 18. Successors

     All  obligations  of the  Company  under  the Plan with  respect  to Awards
granted hereunder shall be binding on any successor to the Company, its business
or its assets whether by direct or indirect purchase, merger, consolidation,  or
otherwise.

Article 19. General Provisions

     19.1  Forfeiture  Events.  The Committee may specify in an Award  Agreement
that the Participant's rights,  payments,  and benefits with respect to an Award
shall be subject to reduction, cancellation,  forfeiture, or recoupment upon the
occurrence of certain specified events, in addition to any otherwise  applicable
vesting or  performance  conditions  of an Award.  Such events may include,  but
shall not be limited to, termination of employment for cause, termination of the
Participant's provision of services to the Company and/or Subsidiary,  violation
of  material  Company  and/or  Subsidiary  policies,  breach of  noncompetition,
confidentiality,   or  other  restrictive   covenants  that  may  apply  to  the
Participant,  or other conduct by the  Participant  that is  detrimental  to the
business or reputation of the Company and/or its Subsidiaries.

     19.2 Legend.  The  certificates for Shares may include any legend which the
Committee  deems  appropriate  to reflect any  restrictions  on transfer of such
Shares.

     19.3  Severability.  In the event any  provision  of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and enforced as
if the illegal or invalid provision had not been included.

     19.4 Requirements of Law. The granting of Awards and the issuance of Shares
under the Plan shall be subject to all applicable laws,  rules, and regulations,
and to such  approvals  by any  governmental  agencies  or  national  securities
exchanges as may be required.

     19.5 Inability to Obtain Authority.  The inability of the Company to obtain
authority  from any  regulatory  body having  jurisdiction,  which  authority is
deemed by the Company's  counsel to be necessary to the lawful issuance and sale
of any Shares  hereunder,  shall relieve the Company of any liability in respect
of the failure to issue or sell such Shares as to which such requisite authority
shall not have been obtained.

     19.6  Investment  Representations.  The  Committee  may  require any person
receiving  Shares  pursuant to an Award under this Plan to represent and warrant
in writing that the person is acquiring  the Shares for  investment  and without
any present intention to sell or distribute such Shares.

     19.7  Employees  Based Outside of the United  States.  Notwithstanding  any
provision of the Plan to the contrary, in order to comply with the laws in other
countries in which the Company and/or its Subsidiaries operate or have Employees
and/or Nonemployee Directors,  the Committee

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                                       19

shall have the power and  authority,  in addition to such power and authority it
otherwise has under the Plan, to:

     (a)  Determine which Subsidiaries shall be covered by the Plan;

     (b)  Determine which Employees and/or  Nonemployee  Directors,  outside the
          United States are eligible to participate in the Plan;

     (c)  Modify the terms and  conditions  of any Award  granted  to  Employees
          and/or Nonemployee Directors, outside the United States to comply with
          applicable foreign laws;

     (d)  Establish subplans and modify exercise  procedures and other terms and
          procedures,  to the extent such actions may be necessary or advisable.
          Any  subplans  and   modifications   to  Plan  terms  and   procedures
          established under this Section 19.7 by the Committee shall be attached
          to this Plan document as appendices; and

     (e)  Take any  action,  before  or  after  an Award is made,  that it deems
          advisable  to obtain  approval  or  comply  with any  necessary  local
          government regulatory exemptions or approvals.

     Notwithstanding   the  above,  the  Committee  may  not  take  any  actions
hereunder, and no Awards shall be granted, that would violate applicable law.

     19.8  Uncertificated  Shares.  To the  extent  that the Plan  provides  for
issuance of certificates to reflect the transfer of Shares, the transfer of such
Shares may be effected on a noncertificated  basis, to the extent not prohibited
by applicable law or the rules of any stock exchange.

     19.9 Unfunded Plan.  Participants  shall have no right,  title, or interest
whatsoever in or to any investments  that the Company,  and/or its  Subsidiaries
may make to aid it in meeting its obligations under the Plan.  Nothing contained
in the Plan, and no action taken pursuant to its provisions,  shall create or be
construed to create a trust of any kind, or a fiduciary relationship between the
Company and any Participant,  beneficiary,  legal  representative,  or any other
person.  To the extent that any person acquires a right to receive payments from
the  Company  and/or its  Subsidiaries  under the Plan,  such right  shall be no
greater  than the right of an  unsecured  general  creditor  of the Company or a
Subsidiary,  as the case may be. All payments to be made hereunder shall be paid
from the general funds of the Company or a Subsidiary, as the case may be and no
special or separate fund shall be established and no segregation of assets shall
be made to assure  payment of such amounts  except as expressly set forth in the
Plan. The Plan is not subject to ERISA.

     19.10 No  Fractional  Shares.  No  fractional  Shares  shall be  issued  or
delivered  pursuant  to the Plan or any Award.  The  Committee  shall  determine
whether  cash,  Awards,  or other  property  shall be  issued or paid in lieu of
fractional  Shares or whether such fractional Shares or any rights thereto shall
be forfeited or otherwise eliminated.

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                                       20

     19.11 Retirement and Welfare Plans.  Neither Awards made under the Plan nor
Shares or cash paid pursuant to such Awards, except pursuant to Covered Employee
Annual  Incentive  Awards,  will be included as  "compensation"  for purposes of
computing  the benefits  payable to any  Participant  under the Company's or any
Subsidiary's  retirement  plans (both  qualified and  non-qualified)  or welfare
benefit plans unless such other plan expressly  provides that such  compensation
shall be taken into account in computing a participant's benefit.

     19.12  Nonexclusivity  of the Plan.  The adoption of this Plan shall not be
construed as creating any limitations on the power of the Board or Committee, or
the Company or any Subsidiary,  to adopt such other compensation arrangements as
it may deem desirable in the case of any Participant.

     19.13 No  Constraint  on  Corporate  Action.  Nothing in this Plan shall be
construed  to:  (i) limit,  impair,  or  otherwise  affect  the  Company's  or a
Subsidiary's   right   or   power   to  make   adjustments,   reclassifications,
reorganizations, or changes of its capital or business structure, or to merge or
consolidate,  or dissolve,  liquidate,  sell, or transfer all or any part of its
business  or  assets;  or,  (ii)  limit the right or power of the  Company  or a
Subsidiary  to take any other  action which such entity deems to be necessary or
appropriate.

     19.14 Governing Law. Except as to matters concerning the issuance of Shares
or other matters of corporate governance,  which shall be determined and related
Plan and Award  provisions  construed  under the General  Corporation Law of the
State of Delaware,  the Plan and each Award  Agreement  shall be governed by the
laws of the Commonwealth of Massachusetts,  excluding any conflicts or choice of
law rule or principle that might otherwise refer  construction or interpretation
of the Plan to the substantive  law of another  jurisdiction.  Unless  otherwise
provided  in the  Award  Agreement,  recipients  of an Award  under the Plan are
deemed to submit to the exclusive jurisdiction and venue of the federal or state
courts of Massachusetts,  to resolve any and all issues that may arise out of or
relate to the Plan or any related Award Agreement.

Article 20. Definitions

     Whenever used in the Plan, the following  terms shall have the meanings set
forth below,  and when the meaning is intended,  the initial  letter of the word
shall be capitalized.

     20.1 "Annual  Award  Limit" or "Annual  Award  Limits" have the meaning set
          forth in Section 3.3.

     20.2 "Award" means,  individually or collectively,  a grant under this Plan
          of Cash-Based  Awards,  Nonqualified  Stock Options,  Incentive  Stock
          Options, SARs, Restricted Stock,  Restricted Stock Units,  Performance
          Shares, or Other Stock-Based Awards, in each case subject to the terms
          of this Plan.

     20.3 "Award  Agreement" means an agreement entered into and executed by the
          Company  and a  Participant  setting  forth the  terms and  provisions
          applicable to an Award granted under this Plan.

     20.4 "Board" or "Board of  Directors"  means the Board of  Directors of the
          Company.

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                                       21

     20.5 "Cash-Based  Award"  means  an  Award  granted  to  a  Participant  as
          described in Section 9.1.

     20.6 "Cause": For the purposes of the Plan, unless otherwise provided under
          the terms of an  employment  agreement  with the Company or any of its
          Subsidiaries,  in which case the  definition  contained  therein shall
          control,   a  discharge  for  "Cause"  shall  have  occurred  where  a
          Participant is terminated because of:

          (a)  The Participant's  continued failure to perform substantially his
               or her duties with the Company or any of its Subsidiaries  (other
               than any such failure  resulting from  incapacity due to physical
               or mental  illness),  after a written  demand for  performance is
               delivered to Participant by an officer or a senior manager of the
               Company or the  Subsidiary  which  identifies the manner in which
               the  Board  or the  elected  officer  or  manager  believes  that
               Participant has not performed his or her duties;

          (b)  The Participant's engaging in illegal conduct or gross misconduct
               which is materially and demonstrably  injurious to the Company or
               the subsidiary; or

          (c)  The  Participant's  conviction  of a  felony  or a plea  of  nolo
               contendere by Participant with respect to a felony.

     20.7 "Change of Control" means any of the following events:

          (a)  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 Paragraph (a), the
               following  acquisitions 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 of its subsidiaries or (iv) any acquisition by any
               corporation  pursuant to a transaction that complies with clauses
               (A), (B) and (C) of Paragraph (c) below;

          (b)  Individuals who, as of December 16, 1999, constitute the Board of
               Directors  (the "Board") of the Company (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 thereof 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  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

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                                       22

               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;

          (c)  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

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

     20.8 "Code" means the U.S.  Internal  Revenue Code of 1986, as amended from
          time to time.

     20.9 "Committee"  means the Compensation  and Human Resources  Committee of
          the Board.

     20.10"Company" means The Gillette Company, a Delaware corporation,  and any
          successor thereto as provided in Article 18 herein.

     20.11"Covered  Employee" means a Participant  who is a "covered  employee,"
          as defined in Code  Section  162(m)  and the  regulations  promulgated
          under Code Section 162(m), or any successor statute.

     20.12"Director"  means  any  individual  who is a  member  of the  Board of
          Directors of the Company.

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                                       23

     20.13"Effective Date" has the meaning set forth in Section 1.1.

     20.14"Employee" means any employee of the Company and/or Subsidiaries.

     20.15"Exchange Act" means the  Securities  Exchange Act of 1934, as amended
          from time to time, or any successor act thereto.

     20.16"Fair  Market  Value"  or  "FMV"  means a price  that is  based on the
          opening,  closing,  actual,  high, low, or average selling prices of a
          Share on the New York  Stock  Exchange  on the  applicable  date,  the
          preceding trading days, the next succeeding trading day, or an average
          of trading days, as  determined by the  Committee.  In the case of any
          Option  intended to qualify as an ISO, or an Option or SAR intended to
          satisfy the performance-based  compensation  exception requirements of
          Section 162(m) of the Code by reason of the special stock option/stock
          appreciation right rules under Section 162(m) of the Code, Fair Market
          Value (FMV) shall be  determined  on a basis that is  consistent  with
          such intent.

     20.17"Freestanding  SAR" means an SAR that is granted  independently of any
          Options, as described in Article 6.

     20.18"Good Reason" means,  for the purposes of the Plan,  unless  otherwise
          provided  under the terms of an employment  agreement with the Company
          or any of its  Subsidiaries,  in which case the  definition  contained
          therein shall control, an employee Participant  terminating his or her
          employment as a direct result of:

          (a)  The  assignment  to  the  Participant  of any  duties  materially
               inconsistent  in any  respect  with  the  Participant's  position
               (including status, offices,  titles and reporting  requirements),
               authority,  duties or  responsibilities  as in effect immediately
               prior to the  Change  of  Control,  or any  other  action  by the
               Company or its Subsidiaries  that results in a diminution in such
               position,  authority,  duties or responsibilities,  excluding for
               this purpose an isolated,  insubstantial  and inadvertent  action
               not  taken in bad  faith  and that is  promptly  remedied  by the
               Company and/or the Subsidiary;

          (b)  A  decrease  in the  Participant's  compensation,  other  than an
               isolated,  insubstantial and inadvertent failure not occurring in
               bad faith and that is promptly remedied by the Company and/or the
               Subsidiary; or

          (c)  The Company's or the Subsidiary's requiring the Participant to be
               based at any  office or  location  other  than (A) the  office or
               where  the   Participant   was  based  and   performed   services
               immediately  prior to the  Change  of  Control  or (B) any  other
               location less than 35 miles from such office, or the Company's or
               the Subsidiary's  requiring the Participant to travel on business
               to a substantially greater extent than required immediately prior
               to the Change of Control.

     20.19"Grant  Price" means the price  established  at the time of grant of a
          SAR  pursuant  to Article 6, used to  determine  whether  there is any
          payment due upon exercise of the SAR.

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                                       24

     20.20"Incentive  Stock Option" or "ISO" means an Option to purchase  Shares
          granted  under  Article 5 to an Employee and that is  designated as an
          Incentive  Stock Option and that is intended to meet the  requirements
          of Code Section 422, or any successor provision.

     20.21"Nonemployee  Director"  has the same  meaning set forth in Rule 16b-3
          promulgated  under  the  Exchange  Act,  or any  successor  definition
          adopted by the United States Securities and Exchange Commission.

     20.22"Nonqualified  Stock  Option"  or  "NQSO"  means  an  Option  that  is
          intended  not to be an ISO,  or  that  otherwise  does  not  meet  the
          requirements of Code Section 422.

     20.23"Option"  means an  Incentive  Stock  Option or a  Nonqualified  Stock
          Option, as described in Article 5.

     20.24"Option  Price" means the price at which a Share may be purchased by a
          Participant pursuant to an Option.

     20.25"Other  Stock-Based  Award" means an Award  denominated in Shares that
          is not described in Articles 5, 6, 7, or 8.

     20.26"Participant"  means any eligible  person as set forth in Article 4 to
          whom an Award is granted.

     20.27"Performance-Based  Compensation"  means an Award that is  intended to
          deliver compensation that satisfies the performance-based compensation
          exception  requirements of Section 162(m) of the Code,  other than any
          such  Award  that is an  Option  or an SAR  and  that  satisfies  such
          requirements by reason of the special stock option/stock  appreciation
          right rules under Section 162(m).

     20.28"Performance  Measures"  means  the  performance  measures  listed  in
          Article 10.

     20.29"Performance  Period"  means the period of time over which  attainment
          of performance goals is to be measured.

     20.30"Performance  Share" means an Award  denominated in Shares under which
          vesting of the Award or the right to payment  under the Award (and not
          merely the possible acceleration of vesting or payment) depends on the
          satisfaction of one or more performance goals.

     20.31"Period of  Restriction"  means the period  when  Restricted  Stock or
          Restricted Stock Units are subject to a substantial risk of forfeiture
          (based on the passage of time, the  achievement of performance  goals,
          or  upon  the   occurrence  of  other  events  as  determined  by  the
          Committee), as provided in Article 7.

     20.32"Plan" means The Gillette  Company 2004  Long-Term  Incentive  Plan as
          from time to time amended and in effect.

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                                       25

     20.33 "Plan Year" means the calendar year (January 1 to December 31).

     20.34 "Prior Plan" means the Company's 1971 Stock Option Plan.

     20.35"Restricted  Stock"  means an Award of  restricted  Stock  pursuant to
          Article 7.

     20.36"Restricted  Stock  Unit"  means an Award  pursuant to Article 7 under
          which the Participant is given a conditional right to receive Stock in
          the future.

     20.37"Share" means a Share of common stock of the Company,  $1.00 par value
          per Share.

     20.38"Stock  Appreciation  Right" or "SAR"  means an Award  pursuant to the
          terms of Article 6.

     20.39"Subsidiary"  means any corporation or other entity,  whether domestic
          or  foreign,  in  which  the  Company  has  or  obtains,  directly  or
          indirectly, a proprietary interest of more than fifty percent (50%) by
          reason of stock ownership or otherwise.

     20.40"Tandem  SAR"  means  an SAR  that is  granted  in  connection  with a
          related  Option  pursuant  to Article 6, the  exercise  of which shall
          require  forfeiture of the right to purchase a Share under the related
          Option (and when a Share is purchased under the Option, the Tandem SAR
          shall similarly be canceled).

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                                       26