Code of Conduct

The Gillette Company's Code of Conduct reflects its underlying core values: achievement, integrity and collaboration. Each director, officer and employee, as a member of the Gillette community, agrees to live by these values while engaged in the Company's business. We acknowledge that by adhering to this Code, we will help ensure that the Company achieves its objectives and that its value as a business enterprise will be preserved for the benefit of all of its stakeholders: shareholders, Company employees and their families, lenders, suppliers, customers and the communities in which the Company operates and in which its employees live.

1.       Conflicts of Interest. We place the interests of the Company ahead of ourpersonal interests in the performance of our duties.

2.       Confidential Company Information. If we come into possession of confidential Company information, we will preserve the confidentiality of that information.

3.       Trading in Company Securities. We will not trade in the Company's securities while in the possession of material, non-public information, or disclose such information to third parties for the purpose of trading in the Company's securities.

4.       Falsification of Company Records. We will not falsify any financial report or other record of the Company.

5.       Public Filings and Disclosures. We will not report false or misleading information, or fail to include material information, in reports intended for filing with or disclosure to the U.S. Securities and Exchange Commission (SEC), the exchanges on which the Company's stock is traded, other government agencies, the news media, the professional investment community or the investing public.

6.       Preservation of Company Assets. We will preserve and protect the Company's assets, whether they are tangible or intangible, for their productive use in the Company's business.

7.       Compliance with Laws and Regulations. We will comply with all laws and regulations. If we have any questions about the applicability of a law or regulation, we will promptly consult with the appropriate Company managers or the Company's legal counsel.

8.       Reporting Violations of Law or Company Policies. We will promptly report (1) any violations of law or Company policy, (2) questionable accounting, internal control or auditing matters, and (3) dishonest or unfair treatment of customers or vendors via the Company's Integrity Hotline or other communication channels such as our supervisors and managers.

9.       Business Activities with Criminal Groups or Organizations. We will not engage in business activities with members of organized crime, counterfeiters, traffickers in drugs or other illegal materials, and terrorists.

10.    Payments to Government Officials. We will not seek to influence any government official in the conduct of his or her duties through the use of bribes or other unlawful inducements.

11.    Gifts and Gratuities. We will not accept gifts or gratuities of more than nominal value from those seeking to do business with the Company, and we will similarly not offer gifts or gratuities of more than nominal value to those with whom we seek to do business.

12.    Conduct with Competitors. We will not engage in collusion with representatives of a competitor of the Company that may have the effect of reducing or avoiding competition or otherwise engage in activities that violate antitrust laws.

13.    Appropriate Workplace Conduct. We will behave professionally and treat every Company employee, agent, guest, vendor, and customer with fairness, courtesy and respect regardless of race, color, national origin, ancestry, religion, disability, veteran status, age, gender or sexual orientation.

14.    Diversity. We recognize the value of a diverse workforce where individual differences are respected, appreciated and valued.

15.    Relationship of this Code to the Corporate Policy Manual and Other Company Policy Statements. We recognize that this Code of Conduct is intended to be a summarization of the Company's key policies set forth in the Corporate Policy Manual and other formal statements of the Company's policies.

16.    Disciplinary Action. We acknowledge that violations of this Code of Conduct will be subject to disciplinary action including termination.

17.    Waivers. Any waiver of this Code for executive officers or directors must be approved by the Board of Directors and promptly disclosed to shareholders.