Supplemental Savings and Investment Plan – Colgate-Palmolive Co.

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ARTICLE I INTRODUCTION

1

Section 1.1

Name of Plan

1

Section 1.2

Effective Date

1

ARTICLE II DEFINITIONS

1

Section 2.1

“Account”

1

Section 2.2

“Annual Allocation”

2

Section 2.3

“Base Plan”

2

Section 2.4

“Change of Control”

2

Section 2.5

“Deferred Annual Allocation”

2

Section 2.6

“Eligible Employee”

2

Section 2.7

“Grandfathered Benefit”

3

Section 2.8

“Member”

3

Section 2.9

“Subsidiary”

3

ARTICLE III BENEFITS

3

Section 3.1

Participation

3

Section 3.2

Amount of Annual Allocation

3

Section 3.3

Distribution of Amounts Credited for any Plan Year

4

Section 3.4

Deferral Election

4

Section 3.5

Adjustments to Deferred Annual Allocations

5

Section 3.6

Distributions of Member153s Account

6

Section 3.7

Vested Portion of Member153s Account

6

Section 3.8

Death of a Member

7

Section 3.9

Change of Control for Members Covered under the Executive Severance Plan

7

ARTICLE IV PLAN ADMINISTRATION

7

Section 4.1

Committee

7

Section 4.2

Delegated Responsibilities

8

Section 4.3

Amendment and Termination

8

Section 4.4

Payments

8

Section 4.5

Non-Assignability of Benefits

8

Section 4.6

Plan Unfunded

9

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Section 4.7

Applicable Law

9

Section 4.8

No Employment Rights Conferred

9

Section 4.9

Plan to Comply with Code Section 409A

10

Section 1.1

Name of Plan. The name of this Plan is the “Supplemental Savings and
Investment Plan”.

Section 1.2

Effective Date. The effective date of this Plan is January 1, 1991. This
amended and restated Plan is effective September 1, 2010, except as otherwise
provided herein.

Section 2.1

“Account” shall mean a separate account maintained for a Member to record the
Allocation that is deferred under Section 3.4 of the Plan, and the earnings and
losses allocable thereto. Separate sub-accounts shall be maintained within the
Account for each Member to reflect the aggregate Allocations deferred for Plan
Years: (a) 1991 through 2002; (b) 2003 through 2009, plus the Allocations for
2010 attributable to Company Matching Contributions; and (c) 2011 and later,
plus the portion of the 2010 Allocations not included in (b) above, and in each
case the respective earnings and losses thereon.

Section 2.2

“Allocations” shall mean the amount determined under Section 3.2 for any
applicable period.

Section 2.3

“Base Plan” shall mean the Colgate-Palmolive Company Employees Savings and
Investment Plan, as amended from time to time.

Section 2.4

“Change of Control” shall have the meaning given to such term under the
Colgate-Palmolive Company Executive Severance Plan, as amended from time to
time.

Section 2.5

“Deferred Allocation” shall mean the amount described in Section 3.4.

Section 2.6

“Eligible Employee” shall mean (a) a non-union person who is employed by the
Company on a full-time or part-time basis as of January 1 of a Plan Year and is,
or is expected to become, eligible to participate in the Base Plan during the
Plan Year, or (b) a United States Employee in Foreign Service as of January 1 of
a Plan Year who is eligible to participate in the Base Plan, and whose
Recognized Earnings for such Plan Year in either case are expected to be limited
by Code section 401(a)(17).

Section 2.7

“Grandfathered Benefit” shall mean the portion of the Member153s Account that
reflects the Allocations deferred for Plan Years prior to 2005, as adjusted for
earnings and losses thereon.

Section 2.8

“Member” shall mean an Eligible Employee who participates in this Plan
pursuant to Article III. An Eligible Employee shall remain a Member under this
Plan until all amounts credited to his Account under the Plan have been paid.

Section 2.9

“Subsidiary” means a domestic or foreign company, at least 50% of whose
issued and outstanding voting shares are directly or indirectly owned or
controlled by the Company.

Section 3.1

Participation. An Eligible Employee will participate in this Plan for
any Plan Year if Recognized Earnings, as determined under the Base Plan for such
Plan Year, are limited by Code Section 401(a)(17). For any Plan Year for which a
deferral election under Section 3.4 is permitted, a person who is hired and
becomes an Eligible Employee after January 1 of such Plan Year is not eligible
to make a deferral election until the election for the following Plan Year.

Section 3.2

Amount of Allocations. A Member153s Allocation for any applicable period
shall be equal to the difference between (a) and (b) below where: (a) is the sum
of (i) the Company Matching Contribution based on the Member153s elected
percentage under the Base Plan (for the 2010 Plan Year, determined as of the
first day of such Plan Year) and (ii) the Member153s Basic Retirement
Contributions and Additional Basic Retirement Contributions that would have been
made under the Base Plan for the applicable period on behalf of such Member, in
each case determined as if the Recognized Earnings used in calculating such
contributions were not limited by Code section 401(a)(17); and (b) is the
Company Matching Contribution, Basic Retirement Contributions and Additional
Basic Retirements Contributions actually made under the Base Plan for such
period. For the 2010 Plan Year, Company Matching Contributions under (a)(i) and
(b) above shall be based on the matching contribution formula in effect under
the Base Plan on January 1, 2010; and the Company Matching Contribution under
(b) above shall be determined on the basis of the same elected percentage as in
(a) but with the Recognized Earnings subject to such elected percentage limited
by Code section 401(a)(17)).

Section 3.3

Distribution of Amounts Credited for any Plan Year. Absent a timely
deferral election made in accordance with Section 3.4, a Member153s Allocation for
any Plan Year prior to 2010, and the Allocations for 2010 attributable to the
Company Matching Contributions, shall be distributed to the Member on or about
December 15th of such Plan Year.

Section 3.4

Deferral Election. For Plan Years prior to 2011, a Member may elect
before the beginning of the applicable Plan Year to defer distribution of his
Allocation for such Plan Year, resulting in a Deferred Allocation. For the 2010
Plan Year the election is limited to the portion of the Allocation attributable
to the Company Matching Contribution. Such election shall be made on a form
provided by, and delivered to, the Committee prior to the first day of the Plan
Year. Amounts deferred hereunder shall be credited to the Member153s Account. A
Member153s Allocations for any applicable period beginning after 2010, and the
2010 Allocations not attributable to Company Matching Allocations, shall
automatically be credited to the Member153s Account.

Section 3.5

Adjustments to Deferred Allocations. Deferred Allocations shall be
adjusted as follows:

(a)

amounts allocated to the separate account under Section 2.1(a) shall be
credited with earnings and losses based on the performance of shares of the
Company153s Series B Convertible Preference Stock (including dividends thereon
which shall be deemed to be reinvested in such shares);

(b)

amounts allocated to the separate account under Section 2.1(b) for the period
January 1, 2010 through September 30, 2010 shall be credited with interest at an
annual rate equal to the interest rate credited on long-term deferrals under the
Colgate-Palmolive Company Deferred Compensation Plan for 2010.

(c)

amounts allocated to the separate account under Section 2.1(b) after
September 30, 2010 shall be credited with interest at an annual rate equal to
6.01%; and

(d)

amounts allocated to the separate account under Section 2.1(c) shall be
credited with interest at the rate used under the Colgate-Palmolive Company
Employees153 Retirement Income Plan for determining Interest Credits.

Section 3.6

Distribution of Member153s Account. The vested portion of a Member153s
Account shall be distributed as soon as practicable following the end of the
quarter in which the Member separated from service; provided, however, that
effective for distributions made on or after January 1, 2006, if the Member is a
“specified employee,” as determined in accordance with procedures adopted by the
Company that reflect the requirements of Code section 409A(a)(2)(B)(i),
distribution of the portion of the Member153s Account in excess of the
Grandfathered Benefit shall be deferred until the earlier of (i) the date that
is six months following the Member153s separation from service or (ii) the date of
the Member153s death. Distributions shall be made in cash, except for the portion
of a Member153s Account described in Section 2.1(a) which shall be distributed in
shares of Company common stock.

Section 3.7

Vested Portion of Member153s Account. Allocations to the Member153s
Account for Plan Years prior to 2010, and Allocations for the 2010 Plan Year
attributable to the Company Matching Contribution, shall be 100% vested. All
other Allocations shall vest in accordance with the vesting rules specified in
the Base Plan.

Section 3.8

Death of a Member. Upon a Member153s death, the Member153s Account shall
be distributed to the Member153s Beneficiary in a lump sum payment as soon as
practicable following the end of the quarter in which the Member died.

Section 3.9

Change of Control for Members Covered under the Executive Severance
Plan. In the event of a Change of Control, a distribution of the Member153s
Grandfathered Benefit shall be made as soon as practicable following the Change
of Control provided the Member is then covered under the Executive Severance
Plan. If the Change of Control satisfies the requirements of Code section
409A(a)(2)(A)(v), a distribution of the portion of such Member153s Account in
excess of the Grandfather Benefit shall be made as soon as practicable following
the Change of Control.

Section 4.1

Committee. This Plan shall be administered by the Employee Relations
Committee, which shall have full authority to administer and interpret this
Plan, make payments and maintain records hereunder. The Employee Relations
Committee may adopt or amend from time to time such procedures as may be
required for determinations required under the Plan. All interpretations of the
Employee Relations Committee shall be final and binding on all parties including
Members, Beneficiaries and the Company. Any complaint with regard to benefits
under the Plan should be directed to the Employee Relations Committee,
Colgate-Palmolive Company, 300 Park Avenue, New York, NY 10022. Such complaint
must be filed in writing no later than 90 days after the date of retirement,
termination or other occurrence related to the complaint.

Section 4.2

Delegated Responsibilities. The Employee Relations Committee shall
have the authority to delegate any of its responsibilities to such persons as it
deems proper.

Section 4.3

Amendment and Termination. The Company may amend, modify or terminate
this Plan at any time, provided, however, that no such amendment, modification
or termination shall reduce the amount credited to a Member153s Account as of the
date of such amendment or termination unless the Member becomes entitled to an
amount equal to any such reduction under another plan (including the Base Plan),
program or practice adopted by the Company.

Section 4.4

Payments. The Company will pay all benefits arising under this Plan
and all costs, charges and expenses relating thereto out of its general assets.

Section 4.5

Non-Assignability of Benefits. Except as otherwise required by law,
neither any benefit payable hereunder nor the right to receive any future
benefit under this Plan may be anticipated, alienated, sold, transferred,
assigned, pledged, encumbered or subjected to any charge or legal process, and
if any attempt is made to do so, or a person eligible for any benefits under
this Plan becomes bankrupt, the interest under this Plan of the person affected
may be terminated by the Employee Relations Committee which, in its sole
discretion, may cause the same to be held or applied for the benefit of one or
more of the dependents of such person or make any other disposition of such
benefits that it deems appropriate and is consistent with Code Section 409A.

Section 4.6

Plan Unfunded. Nothing in this Plan shall be interpreted or construed
to require the Company in any manner to fund any obligation to the Members or
Beneficiaries hereunder. Nothing contained in this Plan nor any action taken
here under shall create, or be construed to create, a trust of any kind, or a
fiduciary relationship between the Company and the Members or Beneficiaries. Any
funds which may be accumulated in order to meet any obligation under this Plan
shall for all purposes continue to be a part of the general assets of the
Company. To the extent that any Member or Beneficiary acquires a right to
receive payments from the Company under this Plan, such rights shall be no
greater than the rights of any unsecured general creditor of the Company.

Section 4.7

Applicable Law. All questions pertaining to the construction, validity
and effect of this Plan shall be determined in accordance with the laws of the
State of Delaware, to the extent not preempted by Federal law.

Section 4.8

No Employment Rights Conferred. The establishment of the Plan shall
not be construed as conferring any rights upon any Eligible Employee for
continuation of employment, nor shall it be construed as limiting in any way the
right of the Company to discharge any Eligible Employee or treat him without
regard to the effect which such treatment might have upon him under the Plan.

Section 4.9

Plan to Comply with Code Section 409A. Notwithstanding any provision
to the contrary in this Plan, each provision in this Plan shall be interpreted
to permit the deferral of compensation in accordance with Code section 409A, and
any provision that would conflict with such requirements shall not be valid or
enforceable.