GILLETTE CO
EXHIBIT 10
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<TYPE>EX-10
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<FILENAME>ex10_032504-tgc.htm
<DESCRIPTION>EXHIBIT 10
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<TITLE>Exhibit 10</TITLE>
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<P ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Exhibit 10 </FONT></P>


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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=4>Amendment to
Employment Agreement </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>This amendment to the Employment
Agreement by and between The Gillette Company (the "Company") and James M. Kilts (the
"Executive") dated January 19, 2001, as amended as of January 19, 2001 and as further
amended August 27, 2002 and August 6, 2003 (the "Employment Agreement") is made and
entered into as of this 24th day of March, 2004. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Whereas, unless otherwise specified
below, terms defined in the Employment Agreement shall have the same meaning when used in
this amendment; </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Whereas, the Company and the
Executive mutually desire to extend the term of the Employment Agreement through January
19, 2006, under certain modified terms and conditions; </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>In consideration of the premises and
mutual covenants contained herein and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the Company and the Executive agree as follows: </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>1. &nbsp;&nbsp;&nbsp;&nbsp;The
Executive and the Company having mutually waived their rights under Paragraph 2 of the
Employment Agreement mutually agree to extend the term of the Employment Agreement for an
additional year expiring on January 19, 2006. This waiver shall not affect the
termination rights of the Company or the Executive with respect to extensions of the
Agreement beyond January 19, 2006. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2. &nbsp;&nbsp;&nbsp;&nbsp;(a)
Unless the Executive's employment is terminated prior to June 30, 2004 by reason of
Termination for Cause, resignation without Good Reason, Disability or Death, no later
than June 30, 2004  the Company will grant the Executive, under The Gillette Company 1971
Stock Option Plan or any successor plan thereto, a long term equity opportunity
consisting of options to purchase shares of common stock of the Company and/or such other
equity awards as may be permitted under a successor plan in such amount and on such terms
as shall be determined by the Board of Directors of the Company taking into consideration
the long term incentive compensation opportunities for the comparable long term cycle of
the chief executive officers of peer group companies ("the 2004 Equity Award"). </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;  (b) &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If
the Executive's employment is terminated prior to January 19, 2006 due to termination by
the Company for Cause or resignation without Good Reason, the 2004 Equity Award shall be
cancelled. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;  (c) &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If
the Executive's employment is terminated after the date of the date of grant but prior to
January 19, 2006 due to Death, Disability, Termination by the Company without Cause, the
Executive's resignation for Good Reason or a Change of Control occurs, the 2004 Equity
Award shall vest and become non-forfeitable and immediately exercisable, redeemable
and/or otherwise free of restrictions. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>3. &nbsp;&nbsp;&nbsp;&nbsp;(a)
Unless the Executive's employment is terminated prior to June 30, 2005 by reason of
Termination for Cause, resignation without Good Reason, Disability or Death, no later
than June 30, 2005 the Company will grant the Executive, under The Gillette Company 1971
Stock Option Plan or any successor plan thereto, a long-term equity opportunity
consisting of options to purchase shares of common stock of the Company and/or such other
equity awards as may be permitted under a successor plan in such amount and upon such
terms as shall be determined by the Board of Directors of the Company taking into
consideration the long term incentive compensation opportunities for the comparable long
term cycle of chief executive officers of peer group companies ("the 2005 Equity Award"). </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;  (b) &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If
the Executive's employment is terminated prior to January 19, 2006 due to termination by
the Company for Cause or resignation without Good Reason, the 2005 Equity Award shall be
cancelled. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;  (c) &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If
the Executive's employment is terminated after the date of grant but prior to January 19,
2006 due to Death, Disability, Termination by the Company without Cause, the Executive's
resignation for Good Reason or a Change of Control occurs, the 2005 Equity Award shall
vest and become non-forfeitable and immediately exercisable, redeemable and/or otherwise
free of restrictions. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>4. &nbsp;&nbsp;&nbsp;&nbsp;Paragraph
14(f) of the Agreement is amended to read as follows: </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>&#147;Retirement.</U> </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(i) <U>Options granted on or prior to
January 2, 2004</U>. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The Executive shall be entitled to
retire for the purposes of the stock options granted to him prior to January 2, 2004, by
voluntarily terminating his employment after January 19, 2004 whereupon any such stock
options which are not then vested shall become vested and exercisable. The Executive
shall be entitled to retire for the purposes of any stock options granted to him on
January 2, 2004 by voluntarily terminating his employment after January 19, 2005
whereupon any such stock options that are not then vested shall become vested and
exercisable. All stock options granted prior to the year 2002 shall remain exercisable
for a period equal to the lesser of the remainder of their originally scheduled terms or
five years, and all stock options granted during the years 2002, 2003 and the January 2,
2004 grant shall remain exercisable for the remainder of their originally scheduled terms. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(ii) <U>The 2004 and 2005 Equity Award</U>. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The Executive shall be entitled to
retire with respect to the 2004 Equity Award and the 2005 Equity Award by voluntarily
terminating his employment after January 19, 2006. Upon such termination for retirement,
the 2004 Equity Award and the 2005 Equity Award shall vest and become non-forfeitable,
redeemable and/or otherwise free of restrictions and, in the case of any stock options
granted under either award, shall become immediately exercisable and shall remain
exercisable for the remainder of their original terms; provided that in the event of such
a retirement, absent a Change of Control, any shares of stock acquired upon the exercise
of any stock options granted under the 2004 Equity Award which vest and become
exercisable by reason of such retirement shall not be sold by the Executive for one year
from the date of such retirement and any shares of stock acquired by the Executive upon
the exercise of any stock options granted under the 2005 Equity Award which vest and
become exercisable by reason of such retirement shall not be sold by the Executive for
two years from the date of such retirement.&#148; </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5.  Unless specifically modified
herein, all other terms and conditions of the Agreement shall remain in effect. </FONT></P>


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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>THE GILLETTE COMPANY </FONT></P>


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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>/s/ Edward E. Guillet<BR>
________________________________________<BR> Edward E. Guillet<BR> Senior Vice President, Human
Resources </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>/s/ James M. Kilts<BR>
________________________________________<BR> James M. Kilts </FONT></P>



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