Life Insurance Plan

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 u ...