Exhibit 10-7 - 10-Q JAS 2006


    

      THE
        GILLETTE COMPANY

      ESTATE
        PRESERVATION PLAN

      (with
        amendments adopted through December 15, 2003)

      


      1. PURPOSE.
        Effective January 1, 1993, The Gillette Company has adopted The Gillette
        Company
        Estate Preservation Plan for the purpose of providing eligible executive
        employees of the Company and its subsidiaries and affiliates the opportunity
        to
        purchase life insurance covering the lives of the employee and his or her
        spouse, if any, and providing a death benefit upon the second to die of the
        employee and such spouse (or upon the death of the employee if there is no
        spouse).

      


      2. DEFINITIONS.
        When used herein, the following terms shall have the respective meaning ascribed
        to them below. Terms expressed in the singular shall be construed to include
        the
        plural, and terms expressed in the masculine shall be construed to include
        the
        feminine unless the context plainly indicates otherwise.

      


      (a) “Active
        at Work” means performing all duties of regular employment at the customary
        place of employment, and not absent due to illness or medical treatment for
        more
        than 5 consecutive working days in the previous 3 months.

      


      (b) “Beneficiary”
        means the person(s) or entity(ies) designated by the Owner of the Policy,
        to
        whom the death benefit provided for under such Policy shall be paid in
        accordance with Section 10.

      


      (c) “Collateral-Assignment”
        means the Collateral-Assignment executed by the Owner in favor of the Company
        with respect to the Company’s interest in the Policy. A specimen form of
        Collateral-Assignment is annexed hereto and made a part hereof.

      


      (d) “Committee”
        means the Personnel Committee of the Board of Directors of the
        Company.

      


      (e) “Company”
        means The Gillette Company, a Delaware corporation.

      


      (f) “Effective
        Date” means January 1, 1993.

      


      (g) “Eligible
        Executive” means an executive employee of the Company or one of its subsidiaries
        or affiliates who is designated as being eligible to participate in the Plan
        in
        accordance with Section 3.

      


      (h) “Initial
        Enrollment Date” shall mean the first day of the month following an individual’s
        designation as an Eligible Executive, but no earlier than the Effective
        Date.

      


      (i) “Insureds”
        means the Participant and his or her lawful spouse on the relevant
        date.

      


      (j) “Insurer”
        means the insurance company that issues the Policy under the Plan.

      


      (k) “Owner”
        means the Participant, the Insureds or such other person(s) or entity(ies)
        designated by the Participant to be the owner of the Policy.

      


      (l) “Participant”
        means an Eligible Executive who elects to participate in the Plan and who
        satisfies the conditions for enrollment as set forth in Section 4.

      


      (m) “Plan”
        means The Gillette Company Estate Preservation Plan as set forth herein,
        as it
        may be modified from time to time hereafter.

      


      (n) “Plan
        Administrator” means the Senior Vice President - Personnel and Administration of
        the Company or such other officer of the Company designated by the Committee
        to
        administer the Plan.

      


      (o) “Plan
        Year” means the calendar year.

      


      (p) “Policy”
        means the insurance policy issued by the Insurer to the Owner pursuant to
        the
        terms of the Plan.

      


      (q) “Policy
        Date” means the effective date of a Policy. The Policy Date with respect to any
        Policy may be a January 1 or July 1. The Policy Date with respect to Policies
        issued during the initial enrollment period shall be January 1,
        1993.

      


      (r) “Policy
        Year” means each 12-consecutive month period designated as such in a Policy. The
        first Policy Year with respect to a Policy shall commence on the applicable
        Policy Date.

      


      (s) “Split
        Dollar Agreement” means the Split Dollar Agreement executed by the Owner, the
        Eligible Executive and the Company with respect to the Company’s interest in the
        Policy. A specimen form of Split Dollar Agreement is annexed hereto and made
        a
        part hereof.

      


      3. ELIGIBILITY.
        The Eligible Executives shall be those executive employees of the Company
        and
        its subsidiaries and affiliates who are designated by the Plan Administrator
        as
        eligible under this Plan based upon their job grade, officer status, employment
        status or other eligibility criteria, as set forth in Exhibit A hereto. The
        Plan
        does not constitute a contract of employment or a promise of continuing
        employment, and nothing in the Plan shall interfere with the right of the
        Company and its subsidiaries and affiliates to terminate the employment of
        any
        employee at any time.

      


      4. ENROLLMENT
        IN PLAN. An Eligible Executive shall enroll in the Plan, and thereby become
        a
        Participant hereunder, by (i) completing an application to participate in
        the
        Plan, (ii) designating the Owner of the Policy to be purchased, (iii) completing
        the documents and instruments furnished by the Insurer for underwriting
        purposes, (iv) if applicable, causing his or her spouse to complete the
        documents and instruments furnished by the Insurer, and to submit to a medical
        examination, for underwriting purposes, (v) executing, and if applicable
        causing
        his or her spouse to execute, the Split-Dollar Agreement and such other
        documents and instruments deemed necessary or desirable by the Company, and
        (vi)
        causing the Owner of the Policy to designate a Beneficiary and to execute
        the
        Split-Dollar Agreement, Collateral-Assignment and such other documents and
        instruments deemed necessary or desirable by the Insurer or the
        Company.

      


      If
        an
        Eligible Executive elects to enroll when first eligible under the Plan and
        meets
        the Insurer’s Active at Work test, and the Initial Enrollment Date is other than
        a Policy Date, the Company in its discretion may provide for temporary coverage
        during the period between the Initial Enrollment Date and the Policy Date,
        through a policy underwritten by the Insurer on the life of the Eligible
        Executive and, upon the submission and approval by the Insurer of all
        application material, the joint lives of the Insureds.

      


      If
        an
        Eligible Executive initially declines to participate in the Plan, and later
        elects to enroll in the Plan, the Company in its discretion may provide for
        temporary coverage until the Eligible Executive’s Policy Date, subject to the
        Insurer’s limitations on underwriting such coverage.

      


      5. AMOUNT
        OF
        COVERAGE. The death benefit coverage that may be purchased under a Policy
        shall
        be the amount specified in Exhibit A hereto (“Coverage”).

      


      6. COST
        OF
        COVERAGE. The cost of the Coverage under a Policy for each Policy Year shall
        be
        determined by the Insurer based upon the assumptions and guidelines agreed
        to by
        the Insurer and the Company. It is the Company’s intent that differences in the
        cost of the Coverage for each of the Participants covered by Policies having
        the
        same Policy Date shall be attributable solely to the respective attained
        ages of
        the Insureds on such Policy Date, provided that the Participant elected to
        enroll when first eligible under the Plan and met the Insurer’s Active at Work
        test.

      


      The
        portions of the cost of the Coverage under each Policy to be paid by each
        of the
        Owner thereof and the Company shall be determined in accordance with the
        terms
        of the related Split-Dollar Agreement and Collateral-Assignment, based upon
        the
        assumptions and guidelines set forth in Exhibit A hereto.

      


      7. PURCHASE
        OF POLICIES. The Policies shall be purchased by each Owner from the Insurer
        designated by the Company. The Company shall take all reasonable steps necessary
        to enable the Insurer to issue the Policies in conformance with the terms
        of
        this Plan. Each Owner shall be the sole and absolute owner of the Policy
        purchased by such Owner and may exercise all ownership rights granted by
        the
        terms of the Policy, subject to the terms of the related Split-Dollar Agreement
        and Collateral-Assignment.

      


      The
        benefit provided under the Plan is the opportunity for a Participant or
        designated Owner to purchase and own the Policy under the terms and conditions
        set forth therein. The actual benefits to be derived from ownership of the
        Policy are not guaranteed by the Company, the Plan Administrator or the Insurer
        (other than payment by the Insurer of the specified death benefit proceeds
        upon
        the death of the survivor of the Insureds in accordance with the terms of
        the
        Policy and any cash value increases as and when credited by the Insurer under
        the Policy). Neither the Company nor the Plan Administrator guarantees any
        specific level or rate of cash value accumulation under any Policy purchased
        under the Plan.

      


      8. PAYMENT
        OF PREMIUMS. While the related Split-Dollar Agreement remains in effect,
        the
        Company shall remit to the Insurer the total premium due under the Policy
        for
        each Policy Year, which shall include the amount of the Company’s contribution
        toward premium as set forth in the Split-Dollar Agreement. The Owner (or
        the
        Participant on behalf of the Owner) shall remit to the Company the balance
        of
        the premium due under the Policy for such Policy Year, in such manner and
        at
        such time or times as the Company and the Owner shall agree. In the event
        that
        the Owner (or the Participant on behalf of the Owner) fails to remit any
        amount
        due the Company for any Policy Year, the Company shall be deemed to have
        paid
        such amount for its own account in determining the Company’s interest in the
        Policy pursuant to the related Split-Dollar Agreement and
        Collateral-Assignment.

      


      Following
        the termination of the Split-Dollar Agreement while either or both of the
        Insureds are alive, the Owner shall be responsible for payment to the Insurer
        of
        the total premium due (if any) under the Policy for each Policy Year
        thereafter.

      


      9. COMPANY
        INTEREST IN POLICY. As a condition to a Participant’s enrollment in the Plan,
        the Participant and his or her designated Owner with respect to the Policy
        shall
        execute a Split- Dollar Agreement and the Owner shall execute a
        Collateral-Assignment, which documents shall establish the rights of the
        Company
        with respect to the death benefit proceeds and cash value under the Policy.
        The
        terms of the particular Split-Dollar Agreement and Collateral-Assignment
        executed by a Participant and related Owner shall apply solely to such
        Participant and Owner.

      


      At
        any
        time while the Split-Dollar Agreement is in effect, the Company’s interest in
        each Policy shall be equal to the Company’s cumulative contributions toward the
        premium under the Policy, including amounts deemed to have been paid for
        the
        Company’s account in accordance with the terms of the Split-Dollar Agreement.
        Following the termination of the Split-Dollar Agreement, the Company shall
        receive from the Insurer the amount of the Company’s cumulative contributions
        toward the premium under the Policy and, upon receipt of such amount, the
        Company shall have no further interest in or responsibility for the Policy.
        In
        the event that, upon the termination of the Split-Dollar Agreement, there
        is
        insufficient cash value under the Policy to satisfy the Company’s interest
        therein, the Company shall have the right to receive the cash value or death
        benefit proceeds available at such time and any additional amounts available
        under the Policy thereafter (up to the dollar amount of the Company’s remaining
        interest), and neither the Insureds nor the Owner shall have any liability
        to
        the Company for the unpaid balance (other than to the extent of amounts
        mistakenly received under the Policy prior to full satisfaction of the Company’s
        interest).

      


      The
        Split-Dollar Agreement and Collateral-Assignment shall contain provisions
        implementing the foregoing paragraphs of this Section and such other provisions,
        including limitations on the Owner’s rights and benefits under the Policy, as
        the Company determines to be necessary or desirable in order to secure and
        protect its interest in the Policy. Anything contained herein to the contrary
        notwithstanding, the Owner shall at all times have the right to cancel or
        surrender the Policy and thereby terminate the related Split-Dollar
        Agreement.

      


      10. PAYMENT
        OF DEATH BENEFIT. Subject to the terms of the related Split-Dollar Agreement
        and
        Collateral-Assignment, the death benefit payable under a Policy upon the
        death
        of the survivor of the Insureds shall be paid to the Beneficiary in such
        form
        and at such time or times as the Beneficiary may elect in accordance with
        the
        terms of the Policy.

      


      11. SOURCE
        OF
        BENEFITS. Any benefit payable to or on account of a Participant under this
        Plan
        shall be paid by the Insurer in accordance with the Policy and, if applicable,
        the related Split- Dollar Agreement and Collateral Assignment.

      


      12. NON-ALIENATION
        OF BENEFITS. Except to the extent provided in the Policy and the related
        Split-Dollar Agreement and Collateral-Assignment, the benefits provided under
        this Plan may not be assigned or alienated and shall not be subject to
        attachment, garnishment or other legal or equitable process.

      


      13. ADMINISTRATION.
        The Plan Administrator shall be the named fiduciary under the Plan, and shall
        have the discretionary authority to control and manage the operation and
        administration of the Plan, including but not limited to the power to construe
        and interpret the provisions of the Plan, to determine the eligibility of
        employees to participate in the Plan and the benefit entitlements of
        Participants, and to establish rules and procedures (and to amend, modify
        or
        rescind the same) for the administration of the Plan. The Plan Administrator
        may
        delegate ministerial duties to other employees of the Company and to third
        parties. The Plan Administrator shall be eligible to participate in the Plan
        but
        shall not act upon any matter that relates solely to his interest in the
        Plan as
        a Participant.

      


      In
        amplification and clarification of its powers and responsibilities hereunder,
        and not in limitation thereof, the Plan Administrator shall have full
        discretionary authority to determine whether an individual is an eligible
        full-time employee for any period, based on the Company’s contemporaneous
        employment classification (or, in the absence of a formal employment
        classification, contemporaneous treatment for non-Plan purposes) of the
        individual (i) as an employee rather than a non-employee service provider,
        and
        (ii) as being in full-time status. If an individual who was not previously
        classified as an employee is reclassified, whether by administrative
        determination or by action of any court or governmental agency, as an employee
        in a category or grade that would enable such individual to participate in
        the
        Plan, the individual shall be eligible to participate in the Plan, if he
        or she
        has otherwise fulfilled the participation requirements set forth in the Plan,
        only from and after the actual date the Plan Administrator is notified of
        such
        reclassification (or, if later, the date of any final determination with
        respect
        thereto under Section 503 of ERISA or otherwise, if such reclassification
        is
        challenged), even if such reclassification has or purports to have retroactive
        effect for other purposes.

      


      The
        Plan
        Administrator shall make all determinations concerning a Participant’s
        entitlement to benefits under the Plan. If a Participant believes that he
        has
        been denied a benefit under the Plan to which he is entitled, the Participant
        may file a written request for such benefit with the Plan Administrator,
        setting
        forth his claim. Any decision by the Plan Administrator denying a claim for
        benefits by a Participant shall be set forth in writing specifying the reasons
        for the denial in a manner calculated to be understood by the Participant
        and
        advising the Participant of his or her right to obtain a review of such
        decision. Participants may request a review of any decision denying a benefit
        claim by filing a request for such in writing to the Plan Administrator within
        60 days of the Participant’s receipt of the denial of his claim, otherwise he
        shall be barred and estopped from challenging such claim denial. The Plan
        Administrator shall conduct a full and fair review of the request for review
        and
        the underlying claim and shall render a decision thereon in writing, generally
        within 60 days of receiving the Participant’s request for review (but may extend
        the period for rendering a decision to 120 days if special circumstances
        warrant
        the extension). The interpretation and construction of the Plan by the Plan
        Administrator, and any action taken thereunder, shall be binding and conclusive
        upon all persons and entities claiming to have an interest under the
        Plan.

      


      The
        Plan
        Administrator shall not be liable to any person for any action taken or omitted
        to be taken in connection with the interpretation, construction or
        administration of the Plan provided that such action or omission is made
        in good
        faith.

      


      14. NOTICES.
        Any notice or document required to be given to or filed with the Company
        or the
        Plan Administrator shall be deemed given or filed if delivered by certified
        or
        registered mail, return receipt requested, to such party’s attention at the
        Company’s offices, Prudential Tower Building, Boston, Massachusetts
        02199.

      


      15. AMENDMENT
        AND TERMINATION. The Plan may be amended or terminated at any time and from
        time
        to time, in whole or in part, by the Plan Administrator; provided, however,
        that
        any amendment that would materially increase the cost of the Plan to the
        Company
        or would result in a material change in the nature of the benefits provided
        under the Plan, or any termination of the Plan, shall not be effective without
        the approval of the Committee. No such amendment or termination shall adversely
        affect the rights of any Participant (without his or her consent) under any
        Policy theretofore issued pursuant to the Plan or any related Split-Dollar
        Agreement and Collateral-Assignment theretofore entered into.

      


      16. VALIDITY.
        In the event any provision of the Plan is held invalid, void or unenforceable,
        the same shall not affect in any respect the validity of the remaining
        provisions of the Plan.

      


      17. GOVERNING
        DOCUMENTS. In the event of any inconsistency between the terms of the Plan
        set
        forth herein and the terms of any Policy purchased with respect to a Participant
        or the related Split-Dollar Agreement or Collateral-Assignment, the terms
        of
        such Policy or agreement shall be controlling as to that Participant, his
        or her
        spouse, the designated Owner and Beneficiary, and any assignee or
        successor-in-interest of any of the foregoing persons.

      


      18. APPLICABLE
        LAW. The provisions of the Plan shall be construed and administered in
        accordance with the laws of the Commonwealth of Massachusetts, except to
        the
        extent superseded by applicable Federal law.

      


      


      THE
        GILLETTE COMPANY

      


      


      By: /s/
        Robert E. DiCenso_______________

      Robert
        E.
        DiCenso

      Senior
        Vice President - Personnel and Administration

      


      Date:
        April
        9, 1997______________

      


      [Reflects
        amendment adopted

      August
        10, 1999 and

      December
        15, 2003]


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      


      THE
        GILLETTE COMPANY ESTATE PRESERVATION PLAN

      


      EXHIBIT
        A

      


      Eligibility
        Requirements for Participation

      


      Grade
        Level/Officer Status:
        Grade
        25 or above, or holding any of the following By-Law officer positions in
        The
        Gillette Company: Chairman of the Board, Chief Executive Officer, President,
        Vice Chairman of the Board, Executive Vice President, Senior Vice President,
        Vice President, Internal Auditor, Patent and Trademark Counsel, or
        Secretary.

      


      Employment
        Status:
        Full-time employee who is generally treated by The Gillette Company as a
        United
        States employee for employment and benefit purposes.

      


      Amount
        of Coverage

      


      $1,000,000
        face amount

      


      Company/Owner
        Portions of Policy Premium

      


      The
        respective portions of the annual premium due under a Policy to be paid by
        each
        of the Company and the Owner initially shall be determined at the inception
        of
        the Policy on the basis that

      
        	
                (1)

              	
                the
                  Company shall make five equal annual payments commencing on the
                  Policy
                  Date and each anniversary thereof,

              


      

      
        	
                (2)

              	
                the
                  Owner shall make fifteen equal annual payments commencing on the
                  Policy
                  Date and each anniversary thereof,

              


      

      
        	
                (3)

              	
                for
                  married Participants who enroll when first eligible under the Plan,
                  the
                  present value (determined as of the Policy Date using a 7% pre-tax/4.2%
                  post-tax per annum discount rate) of the cumulative payments to
                  be made by
                  each of the Company and the Owner shall be the same,
                  and

              


      

      
        	
                (4)

              	
                for
                  unmarried Participants who enroll when first eligible under the
                  Plan, the
                  determination of the Owner’s portion of the premium shall be made in the
                  same manner as in clause (3) above assuming that the Participant
                  had a
                  spouse of equal age.

              


      

      


      Any
        or
        all of the above guidelines may be adjusted at the Company’s discretion for
        Participants who do not enroll when first eligible or do not meet the Insurer’s
        Active at Work test. The amount of the Company’s contribution toward the annual
        premium under a Policy shall not change unless agreed to by the Company in
        writing. The amount of the Owner’s portion of the annual premium due under a
        Policy may change from year to year in accordance with the terms of the Policy
        and the related Split-Dollar Agreement.

      


      Manner
        of Payment of Owner Portion of Premium

      


      The
        Owner’s portion of the premium due under the Policy shall be paid to the Company
        in a single lump sum at the beginning of each Policy Year upon advance
        notification by the Company unless the Owner and Participant agree to have
        such
        amount collected by the Company by payroll deduction from the Participant’s
        regular salary.

      


      ATTACHMENTS

      


      Specimen
        form of Split-Dollar Agreement

      Specimen
        form of Collateral-Assignment

      Specimen
        form of Certification of Trustee(s) and Proposed Insureds