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                                                                     Exhibit 4.2


                          REGISTRATION RIGHTS AGREEMENT

                               Dated March 6, 2002

                                     between

                              THE GILLETTE COMPANY

                                       and

                              LEHMAN BROTHERS INC.
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                          REGISTRATION RIGHTS AGREEMENT

     This Registration Rights Agreement (the "AGREEMENT") is made and entered
into as of March 6, 2002, between The Gillette Company, a Delaware corporation
(the "COMPANY"), and Lehman Brothers Inc. (the "INITIAL PURCHASER").

     This Agreement is made pursuant to the Purchase Agreement dated February
27, 2002 between the Company and the Initial Purchaser (the "PURCHASE
AGREEMENT"), which provides for the sale by the Company to the Initial Purchaser
of an aggregate of $350,000,000 principal amount of the 4 % Senior Notes due
2005 (the "SECURITIES") to be issued by the Company. In order to induce the
Initial Purchaser to enter into the Purchase Agreement, the Company has agreed
to provide to the Initial Purchaser and its direct and indirect transferees the
registration rights set forth in this Agreement. The execution of this Agreement
is a condition to the closing under the Purchase Agreement.

     In consideration of the foregoing, the parties hereto agree as follows:

     1.   Definitions.

     As used in this Agreement, the following capitalized defined terms shall
have the following meanings:

     "1933 ACT" shall mean the Securities Act of 1933, as amended from time to
time.

     "1934 ACT" shall mean the Securities Exchange Act of 1934, as amended from
time to time.

     "ADDITIONAL INTEREST" shall have the meaning assigned to it in Section
2(e).

     "BUSINESS DAY" shall mean any day other than a Saturday or Sunday or a day
on which banking institutions in The City of New York are authorized or required
by law or executive order to remain closed.

     "CLOSING DATE" shall mean the Closing Time as defined in the Purchase
Agreement.

     "COMPANY" shall have the meaning set forth in the preamble to this
Agreement and shall also include the Company's successors.

     "EFFECTIVENESS DEADLINE" shall have the meaning set forth in Section 2(a)
hereof.

     "EXCHANGE OFFER" shall mean the exchange offer by the Company of Exchange
Securities for Registrable Securities pursuant to Section 2(a) hereof.

     "EXCHANGE OFFER REGISTRATION" shall mean a registration under the 1933 Act
effected pursuant to Section 2(a) hereof.

     "EXCHANGE OFFER REGISTRATION STATEMENT" shall mean an exchange offer
registration statement on Form S-4 (or, if applicable, on another appropriate
form) and all amendments and


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supplements to such registration statement, in each case including the
Prospectus contained therein, all exhibits thereto and all material incorporated
or deemed to be incorporated by reference therein.

     "EXCHANGE SECURITIES" shall mean securities issued by the Company under the
Indenture containing terms identical to the Securities (except that (i) interest
thereon shall accrue from the last date on which interest was paid on the
Securities or, if no such interest has been paid, from March 6, 2002 and (ii)
the Exchange Securities will not contain restrictions on transfer or bear a
restrictive legend) and to be offered to Holders of Securities in exchange for
Securities pursuant to the Exchange Offer.

     "HOLDER" shall mean each owner of any Registrable Securities.

     "INDENTURE" shall mean the Indenture relating to the Securities dated as of
March 6, 2002, between the Company and Banc One, N.A., as trustee, and as the
same may be further amended or supplemented from time to time in accordance with
the terms thereof.

     "INITIAL PURCHASER" shall have the meaning set forth in the preamble to
this Agreement.

     "MAJORITY HOLDERS" shall mean the Holders of a majority of the aggregate
principal amount of outstanding Registrable Securities; provided that whenever
the consent or approval of Holders of a specified percentage of Registrable
Securities is required hereunder, Registrable Securities held by the Company or
any of its "affiliates" (as such term is defined in Rule 144 under the 1933 Act)
(other than the Initial Purchaser, it being understood and agreed that none of
the Initial Purchaser nor any of its respective subsidiaries, parents or
affiliates shall be deemed affiliates of the Company for purposes of this
definition, and other than subsequent holders of Registrable Securities if such
subsequent holders are deemed to be such affiliates solely by reason of their
holding of such Registrable Securities) shall not be counted in determining
whether such consent or approval was given by the Holders of such required
percentage or amount. In cases where this Agreement shall permit or require any
action or determination to be made by, for example, a majority in principal
amount of Registrable Securities being sold or included in a Shelf Registration
or offering or affected by an amendment, the procedures specified in the proviso
to the foregoing sentence shall be applied.

     "PARTICIPATING BROKER-DEALER" shall have the meaning specified in Section
4(a) of this Agreement.

     "PERSON" shall mean an individual, partnership, limited liability company,
corporation, trust or unincorporated organization or other entity, or a
government or agency or political subdivision thereof.

     "PROSPECTUS" shall mean the prospectus included in a Registration
Statement, including any preliminary prospectus, and any such prospectus as
amended or supplemented by any prospectus supplement, including a prospectus
supplement with respect to the terms of the offering of any portion of the
Registrable Securities covered by a Shelf Registration Statement, and by all
other amendments and supplements to such prospectus, and in each case including
all material incorporated or deemed to be incorporated by reference therein.


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     "PURCHASE AGREEMENT" shall have the meaning set forth in the preamble to
this Agreement.

     "REGISTRABLE SECURITIES" shall mean the Securities; provided, however, that
the Securities shall cease to be Registrable Securities (i) when a Registration
Statement with respect to such Securities shall have been declared effective
under the 1933 Act and such Securities shall have been disposed of pursuant to
such Registration Statement, (ii) when such Securities are eligible for sale to
the public pursuant to Rule 144(k) (or any similar provision then in force, but
not Rule 144A) under the 1933 Act, (iii) when such Securities are distributed to
the public with no restrictive legend pursuant to Rule 144 of the Act or (iv)
when such Securities shall have ceased to be outstanding.

     "REGISTRATION EXPENSES" shall mean all expenses incident to performance of
or compliance by the Company with this Agreement, including without limitation:
(i) all SEC, stock exchange or National Association of Securities Dealers, Inc.
registration and filing fees, (ii) all fees and expenses incurred in connection
with compliance with state securities or blue sky laws (including reasonable
fees and disbursements of counsel for any underwriters or Holders in connection
with blue sky qualification of any of the Exchange Securities or Registrable
Securities), (iii) all expenses of any Persons in preparing or assisting in
preparing, word processing, printing and distributing any Registration
Statement, any Prospectus, any amendments or supplements thereto, any
underwriting agreements, securities sales agreements and other documents
relating to the performance of and compliance with this Agreement, (iv) all
rating agency fees, (v) all fees and disbursements relating to the qualification
of the Indenture under applicable securities laws, (vi) the fees and
disbursements of the Trustee and its counsel, (vii) the fees and disbursements
of counsel for the Company and the fees and disbursements of one counsel for the
Holders (which counsel shall be selected by the Initial Purchaser or, if the
Initial Purchaser elects not to select such counsel, by the Majority Holders and
which counsel may also be counsel for the Initial Purchaser) and (viii) the fees
and disbursements of the independent public accountants of the Company and of
any other Person or business whose financial statements are included or
incorporated or deemed to be incorporated by reference in a Registration
Statement, including the expenses of any special audits or "cold comfort" or
similar letters required by or incident to such performance and compliance.
Notwithstanding the foregoing, Holders shall be responsible for fees and
expenses of counsel to the underwriters (other than fees and expenses set forth
in clauses (ii) and (vii) above) or the Holders and underwriting discounts and
commissions and transfer taxes, if any, relating to the sale or disposition of
Registrable Securities by a Holder.

     "REGISTRATION STATEMENT" shall mean any registration statement of the
Company that covers any of the Exchange Securities or Registrable Securities
pursuant to the provisions of this Agreement and all amendments and supplements
to any such Registration Statement, including post-effective amendments, in each
case including the Prospectus contained therein, all exhibits thereto and all
material incorporated or deemed to be incorporated by reference therein.

     "SEC" shall mean the Securities and Exchange Commission.

     "SECURITIES" shall have the meaning set forth in the preamble to this
Agreement.


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     "SHELF REGISTRATION" shall mean a registration effected pursuant to Section
2(b) hereof.

     "SHELF REGISTRATION STATEMENT" shall mean a "shelf" registration statement
of the Company pursuant to the provisions of Section 2(b) of this Agreement
which covers all of the Registrable Securities (but no other securities unless
approved by the Holders whose Registrable Securities are covered by such Shelf
Registration Statement) on an appropriate form under Rule 415 under the 1933
Act, or any similar rule that may be adopted by the SEC, and all amendments and
supplements to such registration statement, including post-effective amendments,
in each case including the Prospectus contained therein, all exhibits thereto
and all material incorporated or deemed to be incorporated by reference therein.

     "TRUSTEE" shall mean the trustee with respect to the Securities under the
Indenture.

     "UNDERWRITER" shall have the meaning set forth in the last paragraph of
Section 3 of this Agreement.

     "UNDERWRITTEN REGISTRATION" or "UNDERWRITTEN OFFERING" shall mean a
registration in which Registrable Securities are sold to an Underwriter or
Underwriters for reoffering to the public.

     "VOLUNTARY SUSPENSION NOTICE" shall have the meaning set forth in Section
2(b) hereof.

     2.   Registration Under the 1933 Act.

     (a)  To the extent not prohibited by any applicable law or applicable
interpretation of the Staff of the SEC, the Company shall (A) use its reasonable
best efforts to cause the Exchange Offer Registration Statement to be declared
effective under the 1933 Act not later than 180 days of the Closing Date (the
"EFFECTIVENESS DEADLINE"), (B) use its reasonable best efforts to keep the
Exchange Offer Registration Statement effective until the closing of the
Exchange Offer and (C) use its reasonable best efforts to cause the Exchange
Offer to be consummated as promptly as practicable, but in any event not later
than the date that is 45 days after the Effectiveness Deadline. The Company
shall commence the Exchange Offer by mailing the related exchange offer
Prospectus and accompanying documents to each Holder stating, in addition to
such other disclosures as are required by applicable law:

               (i)  that the Exchange Offer is being made pursuant to this
          Registration Rights Agreement and that all Registrable Securities
          validly tendered and not withdrawn will be accepted for exchange;

               (ii) the dates of acceptance for exchange (which shall be a
          period of at least 20 Business Days from the date such notice is
          mailed) (the "EXCHANGE DATES");

               (iii) that any Registrable Security not tendered will remain
          outstanding and continue to accrue interest, but will not thereafter
          be entitled to receive any Additional Interest or be entitled to any
          registration rights under this Agreement;


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               (iv) that Holders electing to have a Registrable Security
          exchanged pursuant to the Exchange Offer will be required to surrender
          such Registrable Security, together with the enclosed letter of
          transmittal, to the institution and at the address (located in the
          Borough of Manhattan, The City of New York) specified in the exchange
          offer Prospectus or the accompanying documents prior to the time the
          Exchange Offer terminates (which shall not be earlier than 5:00 p.m.,
          New York City time) on the last Exchange Date; and

               (v)  that Holders will be entitled to withdraw their election,
          not later than the time the Exchange Offer terminates (which shall not
          be earlier than 5:00 p.m., New York City time) on the last Exchange
          Date, by sending to the institution and at the address (located in the
          Borough of Manhattan, The City of New York) specified in the exchange
          offer Prospectus or the accompanying documents a telegram, telex,
          facsimile transmission or letter setting forth the name of such
          Holder, the principal amount of Registrable Securities delivered for
          exchange and a statement that such Holder is withdrawing his election
          to have such Securities exchanged.

     As soon as reasonably practicable after the last Exchange Date, the Company
shall:

               (i)  accept for exchange all Registrable Securities or portions
          thereof validly tendered and not withdrawn pursuant to the Exchange
          Offer; and

               (ii) deliver, or cause to be delivered, to the Trustee for
          cancellation all Registrable Securities or portions thereof so
          accepted for exchange by the Company and issue, and cause the Trustee
          to promptly authenticate and mail to each Holder, an Exchange Security
          equal in principal amount to the principal amount of the Registrable
          Securities surrendered by such Holder.

     The Company shall use its reasonable best efforts to complete the Exchange
Offer as provided above and shall comply with the applicable requirements of the
1933 Act, the 1934 Act and other applicable laws and regulations in connection
with the Exchange Offer. The Exchange Offer shall not be subject to any
conditions, other than that the Exchange Offer does not violate applicable law
or any applicable interpretation of the Staff of the SEC. The Company shall
inform the Initial Purchaser of the names and addresses of the Holders to whom
the Exchange Offer is made, and the Initial Purchaser shall have the right,
subject to applicable law, to contact such Holders and otherwise facilitate the
tender of Registrable Securities in the Exchange Offer.

     Each Holder participating in the Exchange Offer shall be required to
represent to the Company that at the time of the consummation of the Exchange
Offer (i) any Exchange Securities received by such Holder will be acquired in
the ordinary course of business, (ii) such Holder has no arrangement or
understanding with any person to participate in the distribution of the
Securities or the Exchange Securities within the meaning of the Securities Act,
(iii) such Holder is not an "affiliate," as defined in Rule 405 of the
Securities Act, of the Company or, if it is such affiliate, such Holder will
comply with the registration and prospectus delivery requirements of the
Securities Act to the extent applicable, (iv) if such Holder is not a
broker-dealer, that it is not engaged in, and does not intend to engage in, the
distribution of the


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Exchange Securities within the meaning of the 1933 Act and (v) if such Holder is
a broker-dealer, that it will receive Exchange Securities in exchange for
Securities that were acquired for its own account as a result of market-making
activities or other trading activities and that it will be required to
acknowledge that it will deliver a prospectus in connection with any resale of
such Exchange Securities.

     (b)  In the event that (i) the Company determines that the Exchange Offer
Registration provided for in Section 2(a) above is not available or the Exchange
Offer may not be consummated as soon as practicable after the last Exchange Date
because it would violate applicable law or the applicable interpretations of the
Staff of the SEC, (ii) the Exchange Offer is for any other reason not
consummated within 45 days following the Effectiveness Deadline, or (iii) the
Exchange Offer has been completed and the Initial Purchaser has determined,
based upon the opinion of legal counsel, that a Registration Statement must be
filed or a Prospectus must be delivered by the Initial Purchaser in connection
with any offering or sale of Registrable Securities, the Company shall use its
reasonable best efforts to cause to be filed as soon as reasonably practicable
after such determination date or date that notice of such determination by the
Initial Purchaser is given to the Company, as the case may be, a Shelf
Registration Statement providing for the sale by the Holders of all of the
Registrable Securities and to use its reasonable best efforts to have such Shelf
Registration Statement declared effective by the SEC as soon as reasonably
practicable. In the event the Company is required to file a Shelf Registration
Statement solely as a result of the matters referred to in clause (iii) of the
preceding sentence, the Company shall use its reasonable best efforts to file
and have declared effective by the SEC both an Exchange Offer Registration
Statement pursuant to Section 2(a) with respect to all Registrable Securities
and a Shelf Registration Statement (which may be a combined Registration
Statement with the Exchange Offer Registration Statement) with respect to offers
and sales of Registrable Securities held by the Initial Purchaser after
completion of the Exchange Offer. The Company agrees to use its reasonable best
efforts to keep the Shelf Registration Statement continuously effective and to
keep the related Prospectus current until the expiration of the period referred
to in Rule 144(k) with respect to the Registrable Securities or such shorter
period that will terminate when all of the Registrable Securities covered by the
Shelf Registration Statement have been sold pursuant to the Shelf Registration
Statement or shall be eligible for sale to the public pursuant to Rule 144(k)
(or similar provision then in force, but not Rule 144A) under the 1933 Act or
shall have ceased to be outstanding; provided, however, that if there is a
possible acquisition or business combination or other transaction, business
development or event involving the Company that would require disclosure in the
Shelf Registration Statement or the documents incorporated or deemed to be
incorporated by reference therein or the related Prospectus and the Company
determines in the exercise of its reasonable judgment that such disclosure is
not in the best interests of the Company and its stockholders or obtaining any
financial statements relating to an acquisition or business combination required
to be included in the Shelf Registration Statement or the documents incorporated
or deemed to be incorporated by reference therein or the related Prospectus
would be impracticable, the Company shall give the Holders notice (a "VOLUNTARY
SUSPENSION NOTICE") to suspend use of the Prospectus relating to the Shelf
Registration Statement, and the Holders hereby agree to suspend use of such
Prospectus until the Company has amended or supplemented such Prospectus or has
notified the Holders that use of the then current Prospectus may be resumed as
provided in the penultimate paragraph of Section 3. In the case of any Voluntary
Suspension Notice, the Company shall not be required to disclose in such notice
the possible acquisition or business combination or other


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transaction, business development or event as a result of which such notice
shall have been given if the Company determines in good faith that such
acquisition or business combination or other transaction, business development
or event should remain confidential and, while such Voluntary Suspension Notice
is in effect, the Company shall not be required to amend or supplement the Shelf
Registration Statement, the documents incorporated or deemed to be incorporated
by reference therein or the related Prospectus to reflect such possible
acquisition or business combination or other transaction, business development
or event, but shall use its reasonable best efforts to maintain the
effectiveness of such Shelf Registration Statement. Upon the abandonment,
consummation, termination or public announcement or other public disclosure of
the possible acquisition or business combination or other transaction, or if the
applicable business development or event shall cease to exist or shall be
publicly disclosed, then the Company shall promptly comply with this Section
2(b) and Sections 3(b), 3(e)(iv) (if applicable), 3(i) (if applicable) and the
penultimate paragraph in Section 3 hereof and notify the Holders that
disposition of Registrable Securities may resume; provided that, if Section 3(i)
shall require an amendment or supplement to the Shelf Registration Statement or
the related Prospectus, then such resumption shall not occur until the Company
shall have delivered copies of the supplemented or amended Prospectus
contemplated by Section 3(i) to the applicable Holders. Anything herein to the
contrary notwithstanding, the right of the Company to suspend use of the
Prospectus pursuant to this paragraph shall be subject to the limitation set
forth in the last sentence of the penultimate paragraph of Section 3. The
Company further agrees to supplement or amend the Shelf Registration Statement
and/or the related Prospectus if required by the rules, regulations or
instructions applicable to the registration form used by the Company for such
Shelf Registration Statement or by the 1933 Act or by any other rules and
regulations thereunder for shelf registration or if reasonably requested by a
Holder with respect to information relating to such Holder, and to use its
reasonable best efforts to cause any such amendment to become effective and such
Shelf Registration Statement and/or the related Prospectus to become usable as
soon as thereafter reasonably practicable, subject to the right of the Company,
on the terms and subject to the conditions described elsewhere in this Section
2(b), to suspend its obligation to amend or supplement the Shelf Registration
Statement and/or the related Prospectus by giving a Voluntary Suspension Notice.
The Company agrees to furnish to the Holders of Registrable Securities copies of
any such supplement or amendment promptly after its being used or filed with the
SEC.

     (c)  The Company shall pay all Registration Expenses in connection with the
registration pursuant to Section 2(a) and Section 2(b) including, but not
limited to, the fees and expenses of one counsel to be selected by the Initial
Purchaser or, if the Initial Purchaser elects not to select such counsel, by the
Majority Holders and which counsel may also be counsel for the Initial
Purchaser. Each Holder shall pay all underwriting discounts and commissions and
transfer taxes, if any, relating to the sale or disposition of such Holder's
Registrable Securities pursuant to the Shelf Registration Statement.
Notwithstanding the foregoing, upon the execution and delivery of the Agreement,
the Initial Purchaser shall pay to the Company a nonrefundable amount equal to
$150,000, by wire transfer of immediately available funds to a bank account
designated by the Company, to reimburse the Company for the Registration
Expense.

     (d)  An Exchange Offer Registration Statement pursuant to Section 2(a)
hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof will
not be deemed to have become effective unless it has been declared effective by
the SEC; provided, however, that, if, after it has


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been declared effective, the offering of Registrable Securities pursuant to a
Shelf Registration Statement is interfered with by any stop order, injunction or
other order or requirement of the SEC or any other governmental agency or court,
such Registration Statement will be deemed not to have become effective during
the period of such interference until the offering of Registrable Securities
pursuant to such Registration Statement may legally resume.

     (e)  Additional cash interest (the "ADDITIONAL INTEREST") shall be payable
by the Company in respect of the Securities as follows:

               (i)  If an Exchange Offer Registration Statement or Shelf
          Registration Statement is not declared effective within 180 days
          following the Closing Date, then commencing on and including the 181st
          day after the Closing Date, in addition to the interest otherwise
          payable on the Securities, Additional Interest will accrue and be
          payable on the Securities at the rate of 0.25% per annum; and

               (ii) If either (A) the Company has not exchanged Exchange
          Securities for all Securities validly tendered and not withdrawn in
          accordance with the terms of the Exchange Offer on or prior to the
          date that is 45 days after the Effectiveness Deadline, or (B) if
          applicable, the Shelf Registration Statement has been declared
          effective but such Shelf Registration Statement ceases to be effective
          at any time prior to the expiration of the holding period referred to
          in Rule 144(k) or, if earlier, such time as all of the Registrable
          Securities covered by the Shelf Registration Statement have been
          disposed of pursuant to such Shelf Registration Statement or sold to
          the public pursuant to Rule 144(k) (or any similar provision then in
          force, but not Rule 144A) under the 1933 Act or shall have ceased to
          be outstanding, then, in addition to the interest otherwise payable on
          the Securities, Additional Interest will accrue and be payable on the
          Securities at the rate of 0.25% per annum from and including (x) the
          day (whether or not a Business Day) immediately succeeding the 45th
          day after the Effectiveness Deadline, in the case of (A) above, or (y)
          the day such Shelf Registration Statement ceases to be effective, in
          the case of (B) above;

provided, however, that the Additional Interest rate on the Securities may in no
event exceed 0.25% per annum; and provided, further, that (1) upon the
effectiveness of the Exchange Offer Registration Statement or the Shelf
Registration Statement (in the case of (i) above), or (2) upon the exchange of
Exchange Securities for all Registrable Securities validly tendered and not
withdrawn in the Exchange Offer or upon the effectiveness of the Shelf
Registration Statement that had ceased to remain effective prior to the
expiration of the holding period referred to in Rule 144(k) or, if earlier, such
time as all of the Registrable Securities covered by the Shelf Registration
Statement have been disposed of pursuant to such Shelf Registration Statement or
are eligible to be sold to the public pursuant to Rule 144(k) (or any similar
provision then in force, but not Rule 144A) under the 1933 Act or shall have
ceased to be outstanding (in the case of (ii) above), Additional Interest on the
Securities as a result of such clause (i) or (ii), respectively, shall cease to
accrue.

     Any amount of Additional Interest due pursuant to clauses (i) or (ii) of
the preceding paragraph will be payable in cash and will be payable on the same
dates on which interest is


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otherwise payable on the Securities and to the same Persons who are entitled to
receive those payments of interest on the Securities. The amount of Additional
Interest payable for any period will be determined by multiplying the Additional
Interest rate, which will be 0.25% per annum, by the principal amount of the
Securities and then multiplying the product by a fraction, the numerator of
which is the number of days that the Additional Interest rate was applicable
during such period (determined on the basis of a 360-day year comprised of
twelve 30-day months) and the denominator of which is 360.

     (f)  Without limiting the remedies available to the Initial Purchaser and
the Holders, the Company acknowledges that any failure by the Company to comply
with its obligations under Section 2(a) and Section 2(b) hereof may result in
material irreparable injury to the Initial Purchaser or the Holders for which
there is no adequate remedy at law, that it will not be possible to measure
damages for such injuries precisely and that, in the event of any such failure,
the Initial Purchaser or any Holder may obtain such relief as may be required to
specifically enforce the Company's obligations under Section 2(a) and Section
2(b) hereof, provided that, without limiting the ability of the Initial
Purchaser or any Holder to specifically enforce such obligations, in the case of
any terms of this Agreement for which Additional Interest pursuant to 2(e) is
expressly provided as a remedy for a violation of such terms, such Additional
Interest shall be the sole monetary damages for such a violation.

     3.   Registration Procedures.

     In connection with the obligations of the Company with respect to the
Registration Statements pursuant to Section 2(a) and Section 2(b) hereof, the
Company shall as expeditiously as reasonably practicable:

     (a)  prepare and file with the SEC a Registration Statement on the
appropriate form under the 1933 Act, which form (x) shall be selected by the
Company and (y) shall, in the case of a Shelf Registration, be available for the
sale of the Registrable Securities by the selling Holders thereof and (z) shall
comply as to form in all material respects with the requirements of the
applicable form and include all financial statements required by the SEC to be
filed therewith, and use its reasonable best efforts to cause such Registration
Statement to become effective and remain effective in accordance with Section 2
hereof;

     (b)  prepare and file with the SEC such amendments and post-effective
amendments to each Registration Statement as may be necessary to keep such
Registration Statement effective for the applicable period and, subject to the
Company's rights to suspend the use of the Prospectus relating to the Shelf
Registration Statement pursuant to Section 2(b) of this Agreement on the terms
and subject to the conditions set forth in such Section 2(b), cause each
Prospectus to be supplemented by any required prospectus supplement and, as so
supplemented, to be filed pursuant to Rule 424 under the 1933 Act if required by
such Rule and to keep each Prospectus current during the period described under
Section 4(3) and Rule 174 under the 1933 Act that is applicable to transactions
by brokers or dealers with respect to the Registrable Securities or Exchange
Securities;

     (c)  in the case of a Shelf Registration, furnish to each Holder of
Registrable Securities, to counsel for the Initial Purchaser, to counsel for the
Holders and to each


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Underwriter of an Underwritten Offering of Registrable Securities, if any,
without charge, as many copies of each Prospectus, including each preliminary
prospectus, and any amendment or supplement thereto and such other documents as
such Holder, counsel or Underwriter may reasonably request, in order to
facilitate the public sale or other disposition of the Registrable Securities;
and the Company consents to the use of such Prospectus and any amendment or
supplement thereto in accordance with applicable law by each of the selling
Holders of Registrable Securities and any such Underwriter in connection with
the offering and sale of the Registrable Securities covered by and in the manner
described in such Prospectus or any amendment or supplement thereto in
accordance with applicable law;

     (d)  use its reasonable best efforts to register or qualify the Registrable
Securities under all applicable state securities or "blue sky" laws of such
jurisdictions as any Holder of Registrable Securities covered by a Registration
Statement shall reasonably request in writing by the time the applicable
Registration Statement is declared effective by the SEC, to cooperate with such
Holders in connection with any filings required to be made with the National
Association of Securities Dealers, Inc. and do any and all other acts and things
which may be reasonably necessary or advisable to enable such Holder to
consummate the disposition in each such jurisdiction of such Registrable
Securities owned by such Holder; provided, however, that the Company shall not
be required to (i) qualify as a foreign corporation or as a dealer in securities
in any jurisdiction where it would not otherwise be required to qualify but for
this Section 3(d), (ii) file any general consent to service of process or (iii)
subject itself to taxation in any such jurisdiction if it is not so subject;

     (e)  in the case of a Shelf Registration, notify each Holder of Registrable
Securities, counsel for the Holders and counsel for the Initial Purchaser
promptly and, if requested by any such Holder or counsel, confirm such advice in
writing (i) when a Registration Statement has become effective and when any
post-effective amendment thereto has been filed and becomes effective, (ii) of
any request by the SEC or any state securities authority for amendments and
supplements to a Registration Statement and Prospectus or for additional
information after the Registration Statement has become effective, (iii) of the
issuance by the SEC or any state securities authority of any stop order
suspending the effectiveness of a Registration Statement or the initiation of
any proceedings for that purpose, (iv) of the happening of any event during the
period a Shelf Registration Statement is effective which makes any material
statement made in such Registration Statement or the related Prospectus untrue
in any material respect or as a result of which the Shelf Registration Statement
or the related Prospectus contains an untrue statement of a material fact or
omits to state a material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading or which requires the making of any changes in such
Registration Statement or Prospectus in order to make the statements therein not
misleading (but subject to the right of the Company, under the circumstances set
forth in Section 2(b) of this Agreement, not to disclose the nature of such
event) and (v) of any determination by the Company that a post-effective
amendment to a Registration Statement would be appropriate;

     (f)  use reasonable best efforts to obtain the withdrawal of any order
suspending the effectiveness of a Registration Statement as soon as reasonably
possible and provide notice as promptly as practicable to each Holder of the
withdrawal of any such order;


                                       10
<PAGE>
     (g)  in the case of a Shelf Registration, furnish to each Holder of
Registrable Securities, without charge, one conformed copy of each Registration
Statement and any post-effective amendment thereto (without documents
incorporated therein by reference or exhibits thereto, unless requested);

     (h)  in the case of a Shelf Registration, cooperate with the selling
Holders of Registrable Securities to facilitate the timely preparation and
delivery of certificates representing Registrable Securities to be sold and not
bearing any restrictive legends and enable such Registrable Securities to be in
such denominations (consistent with the provisions of the Indenture) and
registered in such names as the selling Holders may reasonably request at least
one business day prior to the closing of any sale of Registrable Securities;

     (i)  in the case of a Shelf Registration, upon the occurrence of any event
contemplated by Section 3(e)(iv) hereof but subject to the Company's right to
suspend the use of the related Prospectus pursuant to Section 2(b) on the terms
and subject to the conditions set forth in such Section 2(b), use its reasonable
best efforts to prepare and file with the SEC a supplement or post-effective
amendment to a Registration Statement or the related Prospectus or any document
incorporated therein by reference or file any other required document so that,
as thereafter delivered to the purchasers of the Registrable Securities, such
Prospectus will not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading. The Company agrees to
notify the Holders to suspend use of the Prospectus as promptly as practicable
after the occurrence of such an event, and the Holders hereby agree to suspend
use of the Prospectus until the Company has amended or supplemented the
Prospectus to correct such misstatement or omission;

     (j)  a reasonable time prior to the filing of any Registration Statement,
any Prospectus, any amendment to a Registration Statement or amendment or
supplement to a Prospectus, provide copies of such document to the Initial
Purchaser and its counsel (and, in the case of a Shelf Registration Statement,
the Holders and their counsel), and the Company shall not at any time file or
make any amendment to the Registration Statement, any Prospectus or any
amendment of or supplement to a Registration Statement or a Prospectus, except
for an amendment of the Registration Statement or any Prospectus by a filing of
the Company required under the 1934 Act, of which the Initial Purchaser and its
counsel (and, in the case of a Shelf Registration Statement, the Holders and
their counsel) shall not have previously been advised and furnished a copy or to
which the Initial Purchaser or its counsel (and, in the case of a Shelf
Registration Statement, the Holders of a majority of aggregate principal amount
of outstanding Registrable Securities or their counsel) shall reasonably object.

     (k)  obtain a CUSIP and ISIN numbers and a Common Code for all Exchange
Securities or Registrable Securities, as the case may be, not later than the
effective date of a Registration Statement;

     (l)  cause the Indenture to be qualified under the Trust Indenture Act of
1939, as amended (the "TIA"), in connection with the registration of the
Exchange Securities or Registrable Securities, as the case may be, cooperate
with the Trustee and the Holders to effect such changes to the Indenture as may
be required for the Indenture to be so qualified in


                                       11
<PAGE>
accordance with the terms of the TIA and execute, and use its best efforts to
cause the Trustee to execute, all documents as may be required to effect such
changes and all other forms and documents required to be filed with the SEC to
enable the Indenture to be so qualified in a timely manner;

     (m)  in the case of a Shelf Registration, make available for inspection by
a representative of the Holders of the Registrable Securities, the Initial
Purchaser if participating in any disposition pursuant to such Shelf
Registration Statement, and attorneys and accountants designated by the Holders
and reasonably acceptable to the Company and in a manner that is reasonable and
customary for shelf offerings by companies regularly filing reports under the
1934 Act, as amended, all material financial and other pertinent records and
documents of the Company, cause the appropriate officers of the Company to make
themselves reasonably available for "due diligence" conferences of the nature
customary in connection with shelf offerings by companies regularly filing
reports under the 1934 Act, as amended, and cause the officers, directors and
employees of the Company to supply all material information reasonably requested
by any such representative of the Holders, Initial Purchaser, attorney or
accountant in connection with a Shelf Registration Statement;

     (n)  use its reasonable best efforts to cause the Exchange Securities or
Registrable Securities, as the case may be, to be rated by two nationally
recognized statistical rating organizations (as such term is defined in Rule
436(g)(2) under the 1933 Act);

     (o)  if reasonably requested by any Holder of Registrable Securities
covered by a Shelf Registration Statement, (i) promptly incorporate in a
Prospectus supplement or post-effective amendment such information with respect
to such Holder as such Holder reasonably requests to be included therein and
(ii) make all required filings of such Prospectus supplement or such
post-effective amendment as soon as reasonably practicable after the Company has
received notification of the matters to be incorporated in such filing; and

     (p)  in the case of a Shelf Registration, enter into such customary
agreements and take all such other actions in connection therewith (including
those requested by the Holders of a majority of the Registrable Securities being
sold) in order to expedite or facilitate the disposition of such Registrable
Securities including, but not limited to, an Underwritten Offering and in such
connection, (i) to the extent possible, make such representations and warranties
to the Holders and any Underwriters of such Registrable Securities with respect
to the business of the Company and its subsidiaries, the Registration Statement,
Prospectus and documents incorporated by reference or deemed incorporated by
reference, if any, in each case, in form, substance and scope as are customarily
made by issuers to underwriters in underwritten offerings and confirm the same
if and when requested, (ii) obtain opinions of counsel to the Company (which
counsel and opinions, in form, scope and substance, shall be reasonably
satisfactory to the Holders and such Underwriters and their respective counsel)
addressed to each selling Holder and Underwriters of Registrable Securities,
covering the matters customarily covered in opinions requested in underwritten
offerings, (iii) obtain "cold comfort" letters from the independent certified
public accountants of the Company (and, if necessary, any other certified public
accountant of any subsidiary of the Company, or of any Person or business
acquired by the Company for which financial statements and financial data are or
are required to be included in the Registration Statement or in the documents
incorporated or deemed to be incorporated therein) addressed to


                                       12
<PAGE>
each selling Holder and Underwriter of Registrable Securities, such letters to
be in customary form and covering matters of the type customarily covered in
"cold comfort" letters in connection with underwritten offerings, and (iv)
deliver such documents and certificates as may be reasonably requested by the
Holders of a majority in principal amount of the Registrable Securities being
sold or the Underwriters, and which are customarily delivered in underwritten
offerings to evidence the continued validity of the representations and
warranties of the Company made pursuant to clause (i) above and to evidence
compliance with any customary conditions contained in an underwriting agreement.

     In the case of a Shelf Registration Statement, the Company may require each
Holder of Registrable Securities to furnish to the Company such information
regarding the Holder and the proposed distribution by such Holder of such
Registrable Securities as the Company may from time to time reasonably request
in writing and the Company may exclude from such Shelf Registration Statement
the Securities of any Holders that refuse to comply with such request.

     In the case of a Shelf Registration Statement, each Holder agrees that,
upon receipt of any notice from the Company of the happening of any event of the
kind described in Section 3(e)(iv) hereof or upon receipt of any Voluntary
Suspension Notice pursuant to Section 2(b) hereof, such Holder will forthwith
discontinue disposition of Registrable Securities pursuant to such Shelf
Registration Statement until either (x) such Holder's receipt of the copies of
the supplemented or amended Prospectus contemplated by Section 3(i) hereof or
(y) solely in the case of a Voluntary Suspension Notice, the Company shall have
notified such Holder that disposition of Registrable Securities may be resumed
using the then current Prospectus, and, if so directed by the Company in the
case of clause (x), such Holder will deliver to the Company (at its expense) all
copies in its possession, other than permanent file copies then in such Holder's
possession, of the Prospectus covering such Registrable Securities current at
the time of receipt of such notice. If the Company shall give any such notice to
suspend the disposition of Registrable Securities pursuant to a Registration
Statement, the Company shall extend the period during which the Registration
Statement shall be maintained effective pursuant to this Agreement by the number
of days during the period from and including the date of the giving of such
notice to and including the date when the Holders shall have received copies of
the supplemented or amended Prospectus necessary to resume such dispositions or
the Holders shall have received notice that disposition of Registrable
Securities may be resumed using the then current Prospectus as the case may be.
Anything herein to the contrary notwithstanding, the Company will not be
entitled to require Holders to discontinue the sale or other disposition of
Registrable Securities pursuant to a Shelf Registration Statement or to suspend
the use of the related Prospectus for more than 120 days (whether or not
consecutive) in any period of 12 consecutive months.

     The Holders of Registrable Securities covered by a Shelf Registration
Statement who desire to do so may sell such Registrable Securities in an
Underwritten Offering. In any such Underwritten Offering, the investment banker
or investment bankers and manager or managers (the "UNDERWRITERS") that will
administer the offering will be selected by the Majority Holders of the
Registrable Securities included in such offering.

                                       13
<PAGE>
     4.   Participation of Broker-Dealers in Exchange Offer.

     (a)  The Staff of the SEC has taken the position that any broker-dealer
that receives Exchange Securities in the Exchange Offer in exchange for
Securities that were acquired by such broker-dealer for its own account as a
result of market-making or other trading activities (a "PARTICIPATING
BROKER-DEALER"), may be deemed to be an "underwriter" within the meaning of the
1933 Act and must deliver a prospectus meeting the requirements of the 1933 Act
in connection with any resale of such Exchange Securities.

     The Company understands that it is the Staff's position that if the
Prospectus contained in the Exchange Offer Registration Statement includes a
plan of distribution containing a statement to the above effect and the means by
which Participating Broker-Dealers may resell the Exchange Securities, without
naming the Participating Broker-Dealers or specifying the amount of Exchange
Securities owned by them, such Prospectus may be delivered by Participating
Broker-Dealers to satisfy their prospectus delivery obligation under the 1933
Act in connection with resales of Exchange Securities for their own accounts, so
long as the Prospectus otherwise meets the requirements of the 1933 Act.

     (b)  In light of the above, notwithstanding the other provisions of this
Agreement, the Company agrees that the provisions of this Agreement as they
relate to a Shelf Registration shall also apply to an Exchange Offer
Registration to the extent, and with such reasonable modifications thereto as
may be reasonably requested by the Initial Purchaser or by one or more
Participating Broker-Dealers, in each case as provided in clause (ii) below, in
order to expedite or facilitate the disposition of any Exchange Securities by
Participating Broker-Dealers consistent with the positions of the Staff recited
in Section 4(a) above; provided that:

               (i)  the Company shall not be required to amend or supplement the
          Prospectus contained in the Exchange Offer Registration Statement, as
          would otherwise be contemplated by Section 3(i), for a period
          exceeding 180 days after the last Exchange Date (as such period may be
          extended pursuant to the penultimate paragraph of Section 3 of this
          Agreement) and Participating Broker-Dealers shall not be authorized by
          the Company to deliver and shall not deliver such Prospectus after
          such period in connection with the resales contemplated by this
          Section 4; and

               (ii) the application of the Shelf Registration procedures set
          forth in Section 3 of this Agreement to an Exchange Offer
          Registration, to the extent not required by the positions of the Staff
          of the SEC or the 1933 Act and the rules and regulations thereunder,
          will be in conformity with the reasonable request to the Company by
          the Initial Purchaser or with the reasonable request in writing to the
          Company by one or more broker-dealers who certify to the Initial
          Purchaser and the Company in writing that they anticipate that they
          will be Participating Broker-Dealers; and provided further that, in
          connection with such application of the Shelf Registration procedures
          set forth in Section 3 to an Exchange Offer Registration, the Company
          shall be obligated (x) to deal only with one entity representing the
          Participating Broker-Dealers, which shall be Lehman Brothers Inc.
          unless such entity elects not to act as such representative, (y) to
          pay the fees


                                       14
<PAGE>
          and expenses of only one counsel representing the Participating
          Broker-Dealers, which shall be counsel to the Initial Purchaser unless
          such counsel elects not to so act and (z) to cause to be delivered
          only one, if any, "cold comfort" or similar letter relating to the
          Company (plus only one, if any, "cold comfort" or similar letter with
          respect to any other Person or businesses whose financial statements
          or financial data are included or incorporated or deemed to be
          incorporated by reference in the Exchange Offer Registration
          Statement) with respect to the Prospectus in the form existing on the
          last Exchange Date and with respect to each subsequent amendment or
          supplement, if any, which includes or incorporates by reference
          financial statements or financial data, effected during the period
          specified in clause (i) above.

     (c)  The Initial Purchaser shall have no liability to the Company or any
Holder with respect to any request that it may make pursuant to Section 4(b)
above.

     5.   Indemnification and Contribution.

     (a)  The Company agrees to indemnify and hold harmless the Initial
Purchaser, each Holder and each Person, if any, who controls the Initial
Purchaser or any Holder within the meaning of either Section 15 of the 1933 Act
or Section 20 of the 1934 Act, or is under common control with, or is controlled
by, the Initial Purchaser or any Holder, from and against all losses, claims,
damages and liabilities (including, without limitation but subject to Section
5(c) below, any legal or other expenses reasonably incurred by the Initial
Purchaser, any Holder or any such controlling or affiliated Person in connection
with defending or investigating any such action or claim) caused by any untrue
statement or alleged untrue statement of a material fact contained in any
Registration Statement (or any amendment thereto) pursuant to which Exchange
Securities or Registrable Securities were registered under the 1933 Act,
including all documents incorporated or deemed to be incorporated therein by
reference, or caused by any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, or caused by any untrue statement or alleged untrue
statement of a material fact contained in any Prospectus (as amended or
supplemented if the Company shall have furnished any amendments or supplements
thereto), or caused by any omission or alleged omission to state therein a
material fact necessary to make the statements therein, in light of the
circumstances under which they were, made not misleading, except insofar as such
losses, claims, damages or liabilities are caused by any such untrue statement
or omission or alleged untrue statement or omission based upon information
relating to the Initial Purchaser or any Holder furnished to the Company in
writing through the Initial Purchaser or any selling Holder, respectively,
expressly for use therein; provided, however, that the foregoing indemnity
agreement with respect to any preliminary Prospectus relating to a Shelf
Registration Statement shall not inure to the benefit of any Holder or
Participating Broker-Dealer from whom the Person asserting any such losses,
claims, damages or liabilities purchased Securities, or any person controlling
such Holder or Participating Broker-Dealer, if a copy of the final Prospectus
relating to a Shelf Registration Statement (as then amended or supplemented if
the Company shall have furnished any amendments or supplements thereto) was not
sent or given by or on behalf of such Holder or Participating Broker-Dealer, as
the case may be, to such Person, if required by law so to have been delivered,
at or prior to the written confirmation of the sale of such Securities to such
Person, and if such final Prospectus (as so amended or supplemented)


                                       15
<PAGE>
would have cured the defect giving rise to such losses, claims, damages or
liabilities, unless such failure is the result of noncompliance by the Company
with Section 2(b), 3(e) or 3(i) or the penultimate paragraph of Section 3
hereof, or unless such defect shall have been cured by a document incorporated
or deemed to be incorporated by reference in the final Prospectus. In connection
with any Underwritten Offering permitted by Section 3, the Company will also
indemnify the Underwriters, if any, selling brokers, dealers and similar
securities industry professionals participating in the distribution, their
officers and directors and each Person who controls any such Persons (within the
meaning of the 1933 Act and the 1934 Act) to the same extent as provided above
with respect to the indemnification of the Holders, if requested in connection
with any Registration Statement.

     (b)  Each Holder agrees, severally and not jointly, to indemnify and hold
harmless the Company, the Initial Purchaser and the other selling Holders, and
each of their respective directors, each of the officers of the Company who sign
the Registration Statement and each Person, if any, who controls the Company,
the Initial Purchaser and any other selling Holder within the meaning of either
Section 15 of the 1933 Act or Section 20 of the 1934 Act to the same extent as
the foregoing indemnity from the Company to the Initial Purchaser and the
Holders, but only with reference to information relating to such Holder
furnished to the Company in writing by such Holder expressly for use in any
Registration Statement (or any amendment thereto) or any Prospectus (or any
amendment or supplement thereto).

     (c)  In case any proceeding (including any governmental investigation)
shall be instituted involving any Person in respect of which indemnity may be
sought pursuant to either paragraph (a) or paragraph (b) above, such Person (the
"INDEMNIFIED PARTY") shall promptly notify the Person against whom such
indemnity may be sought (the "INDEMNIFYING PARTY") in writing and the
Indemnifying Party, upon request of the Indemnified Party, shall retain counsel
reasonably satisfactory to the Indemnified Party to represent the Indemnified
Party and any others the Indemnifying Party may designate in such proceeding and
shall pay the fees and disbursements of such counsel related to such proceeding.
In any such proceeding, any Indemnified Party shall have the right to retain its
own counsel, but the fees and expenses of such counsel shall be at the expense
of such Indemnified Party unless (i) the Indemnifying Party and the Indemnified
Party shall have mutually agreed to the retention of such counsel or (ii) the
named parties to any such proceeding (including any impleaded parties) include
both the Indemnifying Party and the Indemnified Party and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. It is understood that the Indemnifying Party
shall not, in connection with any proceeding or related proceedings in the same
jurisdiction, be liable for (a) the fees and expenses of more than one separate
firm (in addition to one firm acting as local counsel) for the Initial Purchaser
and all Persons, if any, who control the Initial Purchaser within the meaning of
either Section 15 of the 1933 Act or Section 20 of the 1934 Act, (b) the fees
and expenses of more than one separate firm (in addition to one firm acting as
local counsel) for the Company, its directors, its officers who sign the
Registration Statement and each Person, if any, who controls the Company within
the meaning of either such Section and (c) the fees and expenses of more than
one separate firm (in addition to one firm acting as local counsel) for all
Holders and all Persons, if any, who control any Holders within the meaning of
either such Section, and that all such fees and expenses shall be reimbursed as
they are incurred. In


                                       16
<PAGE>
such case involving the Initial Purchaser and Persons who control the Initial
Purchaser, such firm shall be designated in writing by the Initial Purchaser. In
such case involving the Holders and such Persons who control Holders, such firm
shall be designated in writing by the Majority Holders. In all other cases, such
firm shall be designated by the Company. The Indemnifying Party shall not be
liable for any settlement of any proceeding effected without its written consent
but, if settled with such consent or if there be a final judgment for the
plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from
and against any loss or liability by reason of such settlement or judgment. No
Indemnifying Party shall, without the prior written consent of the Indemnified
Party, effect any settlement of any pending or threatened proceeding in respect
of which such Indemnified Party is or could have been a party and indemnity
could have been sought hereunder by such Indemnified Party, unless such
settlement includes an unconditional release of such Indemnified Party from all
liability on claims that are the subject matter of such proceeding.

     (d)  If the indemnification provided for in paragraph (a) or paragraph (b)
of this Section 5 is unavailable to an Indemnified Party or insufficient in
respect of any losses, claims, damages or liabilities, then each Indemnifying
Party under such paragraph, in lieu of indemnifying such Indemnified Party
thereunder, shall contribute to the amount paid or payable by such Indemnified
Party as a result of such losses, claims, damages or liabilities in such
proportion as is appropriate to reflect the relative fault of the Indemnifying
Party or Parties on the one hand and of the Indemnified Party or Parties on the
other hand in connection with the statements or omissions that resulted in such
losses, claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative fault of the Company and the Holders shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company or by the Holders
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The Holders'
respective obligations to contribute pursuant to this Section 5(d) are several
in proportion to the respective principal amount of Registrable Securities of
such Holders that were registered pursuant to a Registration Statement.

     (e)  The Company and each Holder agree that it would not be just or
equitable if contribution pursuant to this Section 5 were determined by pro rata
allocation or by any other method of allocation that does not take account of
the equitable considerations referred to in paragraph (d) above. The amount paid
or payable by an Indemnified Party as a result of the losses, claims, damages
and liabilities referred to in paragraph (d) above shall be deemed to include,
subject to the limitations set forth above, any legal or other expenses
reasonably incurred by such Indemnified Party in connection with investigating
or defending any such action or claim. Notwithstanding the provisions of this
Section 5, no Holder shall be required to indemnify or contribute any amount in
excess of the amount by which the total price at which Registrable Securities
were sold by such Holder exceeds the amount of any damages that such Holder has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be
entitled to contribution from any Person who was not guilty of such fraudulent
misrepresentation. The remedies provided for in this Section 5 are not exclusive
and shall not limit any rights or remedies which may otherwise be available to
any Indemnified Party at law or in equity.


                                       17
<PAGE>
     (f)  The indemnity and contribution provisions contained in this Section 5
shall remain operative and in full force and effect regardless of (i) any
termination of this Agreement, (ii) any investigation made by or on behalf of
the Initial Purchaser, any Holder or any Person controlling the Initial
Purchaser or any Holder, or by or on behalf of the Company, its officers or
directors or any Person controlling the Company, (iii) acceptance of any of the
Exchange Securities and (iv) any sale of Registrable Securities pursuant to a
Shelf Registration Statement.

     6.   Miscellaneous.

     (a)  No Inconsistent Agreements. The Company has not entered into, and on
or after the date of this Agreement will not enter into, any agreement which is
inconsistent with the rights granted to the Holders of Registrable Securities in
this Agreement or otherwise conflicts with the provisions hereof. The rights
granted to the Holders hereunder do not in any way conflict with and are not
inconsistent with the rights granted to the holders of the Company's other
issued and outstanding securities under any such agreements.

     (b)  Amendments and Waivers. The provisions of this Agreement, including
the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be
given unless the Company has obtained the written consent of Holders of at least
a majority in aggregate principal amount of the outstanding Registrable
Securities affected by such amendment, modification, supplement, waiver or
consent; provided, however, that no amendment, modification, supplement, waiver
or consent to any departure from the provisions of Section 5 hereof shall be
effective as against any Holder of Registrable Securities unless consented to in
writing by such Holder.

     (c)  Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, telex, telecopier, or any courier guaranteeing overnight
delivery (i) if to a Holder, at the most current address given by such Holder to
the Company by means of a notice given in accordance with the provisions of this
Section 6(c), which address initially is, with respect to the Initial Purchaser,
c/o Lehman Brothers Inc., 745 Seventh Avenue, New York, New York 10019,
Attention: Fixed Income Syndicate Desk (with a copy to the attention of the
General Counsel); and (ii) if to the Company, initially at the Company's address
set forth in the Purchase Agreement and thereafter at such other address, notice
of which is given in accordance with the provisions of this Section 6(c).

     All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five business
days after being deposited in the mail, postage prepaid, if mailed; when
answered back, if telexed; when receipt is acknowledged, if telecopied; and on
the next business day if timely delivered to an air courier guaranteeing
overnight delivery.

     Copies of all such notices, demands, or other communications shall be
concurrently delivered by the Person giving the same to the Trustee, at the
address specified in the Indenture.

     (d)  Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon the successors, assigns and transferees of each of the
parties, including, without


                                       18
<PAGE>
limitation and without the need for an express assignment, subsequent Holders;
provided that nothing herein shall be deemed to permit any assignment, transfer
or other disposition of Registrable Securities in violation of the terms of the
Purchase Agreement. If any transferee of any Holder shall acquire Registrable
Securities, in any manner, whether by operation of law or otherwise, such
Registrable Securities shall be held subject to all of the terms of this
Agreement, and by taking and holding such Registrable Securities such Person
shall be conclusively deemed to have agreed to be bound by and to perform all of
the terms and provisions of this Agreement and such Person shall be entitled to
receive the benefits hereof. The Initial Purchaser shall have no liability or
obligation to the Company with respect to any failure by a Holder to comply
with, or any breach by any Holder of, any of the obligations of such Holder
under this Agreement.

     (e)  Purchases and Sales of Securities. The Company shall not, and shall
use its best efforts to cause its affiliates (as defined in Rule 405 under the
1933 Act) not to, purchase and then resell or otherwise transfer any Securities.

     (f)  Third Party Beneficiary. The Holders shall be third party
beneficiaries to the agreements made hereunder between the Company, on the one
hand, and the Initial Purchaser, on the other hand, and each of them shall have
the right to enforce such agreements directly to the extent it deems such
enforcement necessary or advisable to protect its rights or the rights of
Holders hereunder.

     (g)  Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

     (h)  Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

     (i)  Governing Law. This Agreement shall be governed by the laws of the
State of New York.

     (j)  Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.


                                       19
<PAGE>
     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.

                                         THE GILLETTE COMPANY

                                         By:/s/ Gian Camuzzi
                                             -----------------
                                             Name:    Gian Camuzzi
                                             Title:   Vice President - Treasurer

                                         Confirmed and accepted
                                         as of the date first above written:

                                         LEHMAN BROTHERS INC.


                                         By: /s/Martin Goldberg
                                             -----------------------
                                             Name:    Martin Goldberg
                                             Title:   Senior Vice President


                                       20