Assumption Agreement



 EXHIBIT 10-M c 
 ASSUMPTION AGREEMENT 
 Dated: August 13, 2008 
 Colgate-Palmolive Company 
 300 Park Avenue 
 New York, New York 10022 
 Attention: Treasurer 

Citibank, N.A., as Administrative Agent 
 Two Penns Way 
 New Castle, Delaware 19720 
 Attention: Bank Loan
Syndications 
 Ladies and Gentlemen: 
 Reference
is made to the Credit Agreement dated as of November 3, 2005 among Colgate-Palmolive Company (the “Borrower”), the Lenders parties thereto, Citibank, N.A., as Administrative Agent, Bank of America, N.A., BNP Paribas, HSBC Bank
USA, National Association and JPMorgan Chase Bank, N.A., as co-syndication agents, and Citigroup Global Markets Inc., as Arranger (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”;
terms defined therein being used herein as therein defined), for such Lenders. 
 The undersigned (the “Assuming Lender”)
proposes to become an Assuming Lender pursuant to Section 2.15(d) of the Credit Agreement and, in that connection, hereby agrees that it shall become a Lender for purposes of the Credit Agreement on August 13, 2008 and that its Commitment
shall as of such date be $50,000,000. 
 The undersigned (i) confirms that it has received a copy of the Credit Agreement, together with
copies of the financial statements referred to in Section 4.01(e) thereof, the most recent financial statements referred to in Section 5.01(e) thereof and such other documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into this Assumption Agreement; (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such
powers under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (iv) agrees that it will perform in accordance with their terms all of the
obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender; (v) specifies as its Lending Office (and address for notices) the offices set forth beneath its name on the signature pages hereof; 








 
and (vi) attaches the forms prescribed by the Internal Revenue Service of the United States required under Section 2.13 of the Credit Agreement.

 Pursuant to Section 2.17 of the Credit Agreement, the Assuming Lender requests that the Borrower deliver to the Administrative Agent
(to be promptly delivered to the Assuming Lender) A Notes payable to the order of the Assuming Lender, dated as of August 13, 2008 and substantially in the form of Exhibit A-1 to the Credit Agreement. 
 The effective date for this Assumption Agreement shall be August 13, 2008. Upon delivery of this Assumption Agreement to the Borrower and the
Administrative Agent, and satisfaction of all conditions imposed under Section 2.15 as of August 13, 2008, the undersigned shall be a party to the Credit Agreement and have the rights and obligations of a Lender thereunder. As of
August 13, 2008, the Administrative Agent shall make all payments under the Credit Agreement in respect of the interest assumed hereby (including, without limitation, all payments of principal, interest and commitment fees) to the Assuming
Lender. 
 This Assumption Agreement may be executed in counterparts and by different parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart by telecopier shall be effective as delivery of a manually executed counterpart of
this Assumption Agreement. 
 This Assumption Agreement shall be governed by, and construed in accordance with, the laws of the State of New
York. 
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	 Very truly yours,
  
 THE NORTHERN TRUST COMPANY

		
	By:	 	/s/ Ashish S. Bhagwat
		 	 Name: Ashish S. Bhagwat
 Title: Vice
President

	
	 Domestic Lending Office
 (and address for
notices):

	
	 50 S. LaSalle Street
 Chicago, IL
60603
 Fax: (312)444-4906

	
	Eurodollar Lending Office:
	
	 50 S. LaSalle Street
 Chicago, IL
60603
 Fax: (312)444-4906



  

			
	 Above Acknowledged and Agreed to:
  
 CITIBANK, N.A., as Administrative Agent

		
	By:	 	/s/ Shannon A. Sweeney
		 	 Name: Shannon A. Sweeney
 Title: Vice
President

	
	COLGATE-PALMOLIVE COMPANY
		
	By:	 	/s/ Edward J. Filusch
		 	 Name: Edward J. Filusch
 Title: Vice President and
Corporate Treasurer