Terms Agreement for $25,000,000 Floating Rate Notes due 2043 between The Gillette Company and Morgan Stanley

Summary

The Gillette Company has agreed to sell $25 million in Floating Rate Notes due in 2043 to Morgan Stanley, which will act as the sole underwriter for this transaction. The agreement outlines the terms of the notes, including interest rate, payment dates, maturity, redemption, and repayment options. Merrill Lynch consents to Morgan Stanley's role as underwriter for this issuance. The transaction is set to close on December 1, 2003, with J.P. Morgan Trust Company serving as trustee and agent. The agreement modifies certain documentation requirements from a prior distribution agreement.

EX-1.5 3 b486338kexv1w5.txt EX-1.5 TERMS AGREEMENT DATED 11-21-03 The Gillette Company Floating Rate Notes due 2043 TERMS AGREEMENT November 21, 2003 The Gillette Company Prudential Tower Building Boston, Massachusetts 02199 Attention Gail F. Sullivan Ladies and Gentlemen: Morgan Stanley & Co. Incorporated ("Morgan Stanley") hereby agrees to purchase from The Gillette Company (the "Company") and the Company hereby agrees to sell to Morgan Stanley $25,000,000 principal amount of the Floating Rate Notes due 2043 (the "Notes") of the Company. 1. Such purchase and sale shall be on the terms and conditions of the Distribution Agreement, dated August 23, 2002, between Merrill Lynch, Pierce, Fenner & Smith Incorporated and the Company (the "Agreement"), which Agreement is incorporated herein by reference, with Morgan Stanley substituted for Merrill Lynch, Pierce, Fenner & Smith Incorporated as the Agent thereunder and entitled to all rights and interests (including the benefit of the representations and warranties, agreements and indemnities (including contribution)) and subject to all obligations and liabilities of the Agent thereunder, with the following changes: a. The appointment of Morgan Stanley to serve as the sole and exclusive Agent is solely as underwriter for the purchase and sale of the Notes. b. The Company shall not be required to deliver the documents otherwise required to be delivered pursuant to Sections 5(b)(1), (c), (d) and (e) and Section 7 of the Agreement in connection with the purchase and sale of the Notes. 2. Solely with respect to the purchase and sale of the Notes, Merrill Lynch, Pierce, Fenner & Smith Incorporated hereby consents to the appointment of Morgan Stanley as sole and exclusive underwriter and waives its rights under Section 1(a) of the Agreement to be the sole exclusive underwriter for the Notes. 3. For purposes of Section 13 of the Agreement, all notices sent to Morgan Stanley pursuant to the Agreement shall be sent to the following address: Morgan Stanley & Co. Incorporated 1585 Broadway New York, NY 10036 Attention: Financing Services Group Telecopy No: 212 ###-###-#### 4. The terms of the Notes shall be as follows: (remainder of page intentionally left blank) 2 THE NOTES Aggregate Principal Amount: $25,000,000 Issue Price: 100% of Principal Amount plus accrued interest, if any, from October 2, 2003 Purchase Price: 99% of Principal Amount Method of Determining Interest Rate: Three-Month LIBOR, reset quarterly, minus 0.30%, accruing from October 2, 2003 Interest Payment Dates: January 2, April 2, July 2 and October 2 of each year, commencing January 2, 2004 Date of Maturity: April 2, 2043 Redemption Provisions: In whole or in part, at the option of the Company, on or after April 2, 2033 at the redemption prices specified in the form of Pricing Supplement attached hereto as Annex A plus accrued interest thereon Repayment Provisions: Beginning April 2, 2004, in whole or in part, at the option of holders of the Notes, on April 2 of every year through 2014 and every third year thereafter at the repayment prices specified in the form of Pricing Supplement attached hereto as Annex A plus accrued interest thereon Survivor's Option: The Notes are not subject to the Survivor's Option. Closing Date: December 1, 2003 Method of Payment: Immediately available funds Trustee, Paying Agent and Authenticating Agent: J.P. Morgan Trust Company, National Association Calculation Agent: J.P. Morgan Trust Company, National Association

3 ~~Documentation Requirements: None Other terms: The Notes shall have such additional terms as are specified in the form of Pricing Supplement attached hereto as Annex A~~

This Agreement may be executed in one or more counterparts and, if executed in more than one counterpart, the executed counterparts hereof shall constitute a single instrument. (remainder of page intentionally left blank) 4 MORGAN STANLEY & CO. INCORPORATED By: /s/ Harold J. Hendershot III ----------------------------- Authorized Signatory THE GILLETTE COMPANY By: /s/ Gail F. Sullivan ----------------------------- Name: Gail F. Sullivan Title: Vice President and Treasurer Acknowledged and Agreed to for purposes of Section 2 only: MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By: Merrill Lynch, Pierce, Fenner & Smith Incorporated By: /s/ Scott G. Primrose --------------------- Authorized Signatory 5 ANNEX A [Pricing Supplement]