Exhibit 10-4 - 10-Q JAS 2006


    
      

        THE
          GILLETTE COMPANY

        EXECUTIVE
          LIFE INSURANCE PLAN

        (as
          amended and restated effective as of July 1, 1990)

        (with
          amendments adopted through December 15, 2003)

        


        


        ARTICLE
          1

        


        ESTABLISHMENT
          AND PURPOSE

        


        1.1. Establishment.
          This
          Plan was established January 1, 1988 and amended July 1, 1990. The Plan
          as set
          forth herein, unless otherwise stated, is effective and applicable only
          for
          participants terminating active employment or retiring on or after March
          1,
          2001.

        


        1.2. Purpose.
          The
          purpose of the Plan is to provide life insurance protection under a split-dollar
          arrangement as a benefit to certain executive employees of the Employer,
          in
          order to encourage such employees to continue their employment with the
          Employer, to reward such employees for their service with the Employer,
          and to
          induce desirable persons to enter into the Employer’s employ in the future. The
          Plan amends the Prior Plan and the life insurance policies thereunder to
          replace
          the life insurance protection provided to a Participant under the Prior
          Plan
          with the life insurance protection provided under the Plan.

        


        ARTICLE
          2

        


        DEFINITIONS

        


        Except
          as
          otherwise provided, the following terms have the definitions
          hereinafter

        indicated
          whenever used in this Plan with initial capital letters:

        


        2.1. Base
          Salary.
“Base
          Salary” means a Participant’s annualized base salary, exclusive of overtime,
          bonuses and other compensation, in effect at the time of the Participant’s death
          or earlier Retirement. In the case of a Participant who continues to be
          paid on
          the Employer’s payroll following the Participant’s scheduled release date, the
          Participant’s Base Salary shall be determined as of such release
          date.

        


        2.2. Beneficiary.
          “Beneficiary” means the person, persons, entity or entities designated to be the
          recipient of the Participant’s share of the proceeds of a Policy in accordance
          with the terms of Section 5.4.

        


        2.3. Committee.
          “Committee” means the Executive Life Insurance Plan Committee, which shall be
          composed of the Senior Vice President-Administration and the Treasurer
          of the
          Company.

        


        2.4. Company.
          “Company” means The Gillette Company, a Delaware corporation, and its successors
          and assigns.

        


        2.5. Eligible
          Employee.
          “Eligible Employee” means an Employee who is selected by the Committee to
          participate in the Plan.

        


        2.6. Employee.
          “Employee” means any person who is or was before Retirement employed by the
          Employer as an executive employee and satisfied the job grade, officer
          status,
          employment status and/or other eligibility criteria, as set forth in Appendix
          I.

        


        2.7. Employer.
          “Employer” means the Company and its subsidiaries.

        


        2.8. Enrollment
          Agreement.
          “Enrollment Agreement’’ means the written agreement entered into by the Company
          and an Eligible Employee pursuant to which such Eligible Employee becomes
          a
          Participant in the Plan as of the date specified in such agreement.

        


        2.9. Insurer.
          “Insurer” means the insurance company that provides life insurance coverage on a
          Participant under the Plan or the insurance company to whom application
          for such
          coverage has been made.

        


        2.10. Participant.
          “Participant” means an Eligible Employee who is participating in the Plan
          pursuant to an Enrollment Agreement.

        


        2.11.
           Plan.
“Plan”
          means The Gillette Company Executive Life Insurance Plan as set forth herein
          together with any and all amendments and supplements hereto.

        


        2.12. Policy.
          “Policy” means, with respect to each Employee, any policy of individual life
          insurance on the Employee’s life which the Employer acquires or otherwise
          utilizes pursuant to Article 5 to provide benefits under the Plan.

        


        2.13. Policy
          Proceeds.
“Policy
          Proceeds” means the aggregate amount payable by the Insurer pursuant to the
          Policy to the Participant’s Beneficiary and the Employer upon the death of the
          Participant.

        


        2.14.
           Prior
          Plan.
“Prior
          Plan” means The Gillette Company Executive Group Life Insurance Plan which
          provided life insurance coverage through a group life insurance contract
          issued
          by John Hancock Mutual Life Insurance Company.

        


        2.15. Retirement.
          “Retirement” means termination of an Employee’s employment with the Employer,
          for reasons other than death, on or after the date the Employee reaches
          the
          Employee’s earliest retirement date under a retirement plan sponsored by the
          Employer.

        


        ARTICLE
          3

        


        PLAN
          RIGHTS AND OBLIGATIONS

        


        The
          rights of Participants are set forth herein. Each Participant is bound
          by the
          terms of the Plan. As a condition of participation in this Plan, an Eligible
          Employee’s participation in the Prior Plan and any other group life insurance
          arrangement sponsored by the Employer shall terminate as of the date specified
          in the Eligible Employee’s Enrollment Agreement on which the Eligible Employee
          becomes a Participant in the Plan.

        


        ARTICLE
          4

        


        AMOUNT
          OF
          COVERAGE

        


        4.1. Pre-Retirement
          Coverage.
          The
          amount of life insurance coverage to be provided to a Participant while
          the
          Participant continues to be employed by the Employer shall be equal to
          four
          times the Participant’s Base Salary (coverage rounded up, if necessary, to the
          next $1,000).

        


        4.2. Post-Retirement
          Coverage.
          The
          amount of life insurance coverage to be provided to a Participant after
          the
          Participant’s Retirement shall be equal to the Participant’s Base Salary
          (coverage rounded up, if necessary to the next $1,000).

        


        4.3. Termination
          of Participation.
          Termination of a Participant’s participation hereunder will occur upon the
          earlier to occur of the following events: (1) termination of the Plan or
          (2)
          termination of the Participant’s employment with the Employer for reasons other
          than the Participant’s death or Retirement. Thereafter, the Participant shall
          have no life insurance coverage under the Plan.

        


        ARTICLE
          5

        


        POLICY
          OWNERSHIP AND RIGHTS

        


        5.1. Introduction.
          The
          provisions of this Article establish certain rights and obligations of
          the
          Employer and each Participant with respect to the Policy or Policies used
          to
          provide benefits under the Plan. The terms of this Article shall apply
          separately to each Participant.

        


        5.2. Acquisition
          of Policy.
          The
          Employer shall apply for a Policy or Policies or utilize an existing Policy
          or
          Policies to provide the Participant’s benefits under the Plan. The Employer and
          the Participant shall take all reasonable actions (1) to cause the Insurer
          to
          issue the Policy, and (2) to cause the Policy to conform to the provisions
          of
          this Plan. The Policy shall be subject to the terms and conditions of this
          Plan.

        


        5.3. Policy
          Ownership.
          The
          Employer shall be the sole and absolute owner of each Policy, and may exercise
          all ownership rights granted to the owner thereof by the terms of the Policy,
          except as may otherwise be provided herein.

        


        5.4. Beneficiary
          Designation.
          The
          Participant shall select the Beneficiary to receive the death benefit to
          which
          the Participant is entitled under Section 6.2 of the Plan, by specifying
          the
          same on a designation of beneficiary form prescribed by the Committee.
          Upon
          receipt of such form, the Employer shall execute and deliver to the Insurer
          the
          forms necessary to designate the persons or entities selected by the Participant
          as the beneficiaries to receive the death benefit to which the Participant
          is
          entitled under Section 6.2 of the Plan. The Employer shall also be a named
          beneficiary in the Policy for any remaining Policy Proceeds referred to
          in
          Section 6.2 of the P1an.

        


        The
          Employer shall take all reasonable steps to cause the beneficiary designation
          provisions of the Policy to conform to the provisions hereof. The Employer
          shall
          not terminate, alter or amend the Participant’s designation without the express
          written consent of the Participant. The Employer shall not be responsible
          for
          any loss or delay in transmitting the designation of beneficiary information
          to
          the Insurer.

        


        A
          Participant who has designated a beneficiary under the Prior Plan shall
          be
          deemed to have selected such beneficiary as the Participant’s Beneficiary under
          this Plan. A Participant may change his or her Beneficiary from time to
          time by
          execution of a designation of beneficiary form as provided above.

        


        If
          the
          Participant fails to designate a Beneficiary as provided above, or if all
          designated Beneficiaries predecease the Participant or die prior to distribution
          of the Participant’s death benefit, then such death benefit shall be paid to the
          Participant’s estate (or, in the case of an assignment pursuant to Section 5.5,
          to the Participant’s assignee).

        


        5.5. Assignment.
          An
          Employee shall have the right at any time to absolutely and irrevocably
          assign
          all of the Employee’s right, title and interest in and to this Plan and any
          Policy which has been or may be acquired hereunder to an assignee. This
          right
          shall be exercisable by the execution and delivery to the Employer of a
          written
          assignment, on a form prescribed the Committee. Upon receipt of such written
          assignment executed by the Employee and duly accepted by the assignee thereof,
          the Employer shall consent thereto in writing, and shall thereafter treat
          the
          Employee’s assignee as the sole owner of all of the right, title and interest in
          and to this Plan and in and to any Policy which has been or may be acquired
          hereunder. Thereafter, the Employee shall have no right, title or interest
          in
          and to this Plan or any Policy which has been or may be acquired hereunder,
          all
          such rights being vested in and exercisable only by such assignee, and
          any
          designation of Beneficiary made by the Employee prior to such assignment
          shall
          be null and void. If an Employee has made an assignment under the Prior
          Plan,
          such assignment shall be effective for purposes of this Plan.

        


        ARTICLE
          6

        


        DEATH
          BENEFITS

        


        6.1. Prompt
          Collection.
          Upon
          the death of a Participant, the Employer with the cooperation of the
          Beneficiary, shall promptly take all action necessary to initiate payment
          by the
          Insurer of the Policy Proceeds.

        


        6.2. Division
          of Policy Proceeds.
          A death
          benefit equal to the amount of life insurance coverage to which the Participant
          is entitled under Article 4 of this Plan, if any, shall be paid directly
          from
          the Insurer to the Participant’s designated Beneficiary, and any remaining
          Policy Proceeds shall be paid to the Employer.

        


        6.3. Interest
          on Policy Proceeds.
          Any
          interest payable by the Insurer with respect to a Beneficiary’s share of the
          Policy Proceeds shall be paid to the Beneficiary and any interest payable
          by the
          Insurer with respect to the Employer’s share of the Policy Proceeds shall be
          paid to the Employer.

        


        6.4. Additional
          Payment if Insufficient Policy Proceeds.
          In the
          event that, at the time of a Participant’s death, the aggregate Policy Proceeds
          on Policies covering the Participant, reduced by the outstanding balance
          of any
          indebtedness incurred by the Employer and secured by the Policies (including
          any
          interest due on such indebtedness), is less than the amount of life insurance
          coverage to which the Participant is entitled under Article 4, the Employer
          shall pay directly to the designated Beneficiary an additional amount equal,
          on
          an after-tax basis, to the excess of such life insurance coverage over
          the
          available Policy Proceeds.

        


        ARTICLE
          7

        


        POLICY
          PREMIUMS

        


        7.1. Payment
          of Premiums.
          The
          Employer shall pay the premiums on each Policy to the Insurer on or before
          the
          due date or within the grace period provided therein. Participants shall
          neither
          be required nor permitted to make contributions to the Plan or additional
          premiums on any Policy.

        


        7.2. Recovery
          by Employer.
          The
          Employer shall receive from the Policy Proceeds of each Policy the amount
          thereof reduced by (i) the amount of life insurance coverage paid from
          such
          Policy to the designated Beneficiary pursuant to Section 6.2, and (ii)
          the
          outstanding balance of any indebtedness incurred by the Employer and secured
          by
          the Policy (including any interest due on such indebtedness). In the event
          that,
          prior to the death of the Participant covered by a Policy, the Employer
          surrenders the Policy to the Insurer, the Employer shall receive the entire
          cash
          surrender value of the Policy reduced by (i) the outstanding balance of
          any
          indebtedness incurred by the Employer and secured by the Policy (including
          any
          interest due on such indebtedness), and (ii) the amount, if any, transferred
          into another Policy.

        


        ARTICLE
          8

        


        PLAN
          ADMINISTRATION

        


        8.1. Named
          Fiduciary; Administration.
          The
          Committee is hereby designated as the named fiduciary under this Plan.
          The named
          fiduciary shall have authority to control and manage the operation and
          administration of this Plan, and it shall be responsible for establishing
          and
          carrying out a funding policy and method consistent with the objectives
          of this
          Plan. The Committee shall also have the power to establish, adopt, or revise
          such rules, regulations, procedures and forms as it may deem advisable
          for the
          administration of the Plan. The interpretation and construction of the
          Plan by
          the Committee and any action taken thereunder, shall be binding and conclusive
          upon all parties in interest. No member of the Committee shall, in any
          event, 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, so
          long as
          such action or omission to act is made in good faith. (Members of the Committee
          shall be eligible to participate in the Plan while serving as members of
          the
          Committee, but a member of the Committee shall not vote or act upon any
          matter
          that relates solely to such member’s interest in the Plan as a
          Participant.)

        


        8.2. Determination
          of Benefits.
          The
          Committee shall make all determinations concerning eligibility to participate,
          rights to benefits, the amount of benefits, and any other question under
          this
          Plan, in its discretion. Any decision by the Committee denying a claim
          by a
          Participant or Beneficiary for benefits under this Plan shall be stated
          in
          writing and delivered or mailed to the Participant or Beneficiary. Such
          decision
          shall set forth the specific reasons for the denial written in a manner
          calculated to be understood by the Participant or Beneficiary. In addition,
          the
          Committee shall afford a reasonable opportunity to the Participant or
          Beneficiary for a full and fair review of the decision denying such
          claim.

        


        ARTICLE
          9

        


        MISCELLANEOUS

        


        9.1. No
          Contract of Employment.
          Nothing
          contained herein shall be construed to be a contract of employment for
          any term
          of years, nor as conferring upon an Employee the right to continue in the
          employ
          of the Company in any capacity.

        


        9.2. Amendment
          and Termination of Plan.
          The
          Company, through action of the Personnel Committee of its Board of Directors,
          may, in its sole discretion, amend or terminate the Plan in whole or in
          part at
          any time. In addition, without limiting the foregoing, the Committee shall
          have
          the power to amend the Plan on behalf of the Company where such amendment
          would
          not result in a material increase in the cost of the Plan for the Company.
          The
          Plan will also terminate, without notice, upon the total cessation of the
          business of the Company or upon the bankruptcy, receivership or dissolution
          of
          the Company.

        


        9.3. Conflicting
          Provisions.
          In the
          event of a conflict between the provisions of this Plan and the provisions
          of
          any collateral assignment, beneficiary designation or other document related
          to
          a Policy, the provisions of the Plan shall prevail.

        


        9.4. Notice.
          Any
          notice, consent, or demand required or permitted to be given under the
          provisions of this Plan shall be in writing, and shall be signed by the
          party
          giving or making the same. If such notice, consent, or demand is mailed,
          it
          shall be sent by United States certified mail, postage prepaid, addressed
          to
          such party’s last known address as shown on the records of the Company. If
          notice, consent or demand is sent to the Company, it shall be sent to:
          Senior
          Vice President of Administration, Prudential Tower Building, 39th Floor,
          Boston,
          MA 02199. The date of such mailings shall be deemed the date of notice,
          consent,
          or demand. Either party may change the address to which notice is to be
          sent by
          giving notice of the change of address in the manner aforesaid.

        


        9.5. Governing
          Law.
          This
          Plan shall be governed by and construed in accordance with the laws of
          the
          Commonwealth of Massachusetts.

        


        9.6. Gender,
          Singular and Plural.
          All
          pronouns and any variations thereof shall be deemed to refer to the masculine,
          feminine, or neuter, as the identity of the person or persons may require.
          As
          the context may require, the singular may be read as the plural and the
          plural
          as the singular.

        


        9.7. Captions.
          The
          captions of the articles, sections, and paragraphs of this Plan are for
          convenience only and shall not control or affect the meaning or construction
          of
          any of its provisions.

        


        9.8. Validity.
          In the
          event any provision of this Plan is held invalid, void, or unenforceable,
          the
          same shall not affect, in any respect whatsoever, the validity of any other
          provision of this Plan.

        


        9.9. Binding
          Effect.
          This
          Plan shall be binding upon, and inure to the benefit of the Employer and
          its
          successors and assigns, and the Participants and their successors, assigns,
          heirs, executors, administrators and beneficiaries.

        


        IN
          WITNESS WHEREOF,
          the
          Company has caused this Plan to be executed on behalf of the Company by
          its
          officer thereunto duly authorized, effective as of the date and year first
          above
          written.

        


        


        THE
          GILLETTE COMPANY

        


        


        By:
          /s/
          Lloyd b. Swaim___________

        Title:
          Vice President and Treasurer

        


        Date:
          March 13, 1992

        


        [Reflects
          amendments executed 

        March
          18,
          1996, September 24, 

        1997,
          February 15, 2001 and

        December
          15, 2003]


        
          
             

          

          
             

            
              

            

          

          
             

          

        


        


        THE
          GILLETTE COMPANY

        EXECUTIVE
          LIFE INSURANCE PLAN

        (as
          amended and restated effective as of July 1, 1990)

        (with
          amendments effective through December 1, 2003)

        


        


        APPENDIX
          I

        


        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.