ex10_bd.htm


    
      

    

    
      Exhibit
10-B(d)

      


      Amendment
to the Colgate-Palmolive Company

      Supplemental
Salaried Employees’ Retirement Plan

      


      AMENDMENT,
dated as of February 25, 2010, to the Colgate-Palmolive Company Supplemental
Salaried Employees’ Retirement Plan.

      


      RESOLVED,
effective February 25, 2010, Sections 3.2, 3.3 and 4.4 of the Colgate-Palmolive
Company Supplemental Salaried Employees’ Retirement Plan are amended as
follows:

      


      
        1.  Section
3.2 is deleted and replaced in its entirety with the
following:

      

      


      Amount of Member’s
Benefit.

      


      
        	
                 
      

              	
                (a)

              	
                In
      the case of any Member whose Determination Date is coincident with or
      immediately following his separation from service, such Member shall be
      entitled to a benefit under this Plan, the Actuarial Equivalent of which
      is equal to the difference between:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                the
      benefit that would have been payable under the Base Plan as of such date
      in the form elected by the Member under such plan if the limitations of
      Code sections 401(a)(17) and 415 were not take into account in calculating
      the benefit; and

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                the
      benefit actually payable under the Base
Plan.

              


      

      


      In the
case of a Member Eligible for the Increased Benefit, the determination of the
benefit payable under the Base Plan under (i) of the immediately preceding
sentence shall be made by assuming that the benefit is payable in the form of a
joint and 75% surviving spouse annuity with no actuarial reduction to reflect
the 75% survivor annuity, provided, however that in any case where the surviving
spouse is more than 60 months younger than the Member, the additional 25%
surviving spouse annuity shall be reduced 1/8 of 1% (.00125) per month for each
month over 60 months that the surviving spouse is younger than the
Member.

      


      
        	
                 
      

              	
                (b)

              	
                In
      any case where the Determination Date under the Base Plan does not
      coincide with, or immediately follow, the Member’s separation from
      service, the Member shall be entitled to a benefit under this Plan, the
      Actuarial Equivalent of which is equal to the difference
      between:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                the
      annual benefit that would have been payable under the Base Plan in the
      normal form as of the earliest date the Member could have commenced
      benefits under the Base Plan following his separation from service if the
      limitations of Code sections 401(a)(17) and 415 were not taken into
      account in calculating the benefit;
and

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (ii)

              	
                the
      Maximum Benefit applicable to the Member as of that
  date.

              


      

      


      In the
case of a Member Eligible for the Increased Benefit, the determination of the
benefit payable under the Base Plan under (i) of the immediately preceding
sentence shall be made in accordance with the second sentence of Section
3.2(a).

      


      
        	
                 
      

              	
                (c)

              	
                The
      benefit amount determined above is subject to reduction as provided in
      Sections 3.6, 3.7 and 3.8.  The benefit amount (after the
      reductions required under Sections 3.6 and 3.7 but prior to the reduction
      required under Section 3.8), when expressed as a straight life annuity,
      and then added to the benefit payable under the Base Plan, when expressed
      as a straight life annuity (in each case using the actuarial assumptions
      specified in Section 2.1 which are in effect on the Benefit Commencement
      Date), shall be limited to 70 percent of the Member’s salary base on the
      date of separation from service plus the value of the executive incentive
      compensation (whether or not payable in cash) awarded for services
      rendered in the calendar year immediately preceding the calendar year
      containing the separation from service date.  For this purpose,
      executive incentive compensation includes cash and non-cash awards under
      the Executive Incentive Compensation Plan of the Company.  Also
      for this purpose, restricted stock issued pursuant to the Executive
      Incentive Compensation Plan shall be valued at its publicly traded value
      on the New York Stock Exchange at the close of business on the date of
      grant.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                The
      benefit amount determined above (after the reductions required under
      Sections 3.2(c), 3.6, and 3.7 but prior to the reduction required under
      Section 3.8) when expressed as a lump sum, and when added to the benefit
      determined under Section 3.2(a)(ii) or Section 3.2(b)(ii), as applicable,
      when expressed as a lump sump (in each case using the actuarial
      assumptions which are then in effect under the Base Plan on the Benefit
      Commencement Date) shall be further limited to the difference between (i)
      $20,000,000, increased by 6% compounded annually commencing in January
      2010 and adjusted monthly, and (ii) the benefit determined under Section
      3.2(a)(ii) or Section 3.2(b)(ii), as applicable, when expressed as a lump
      sum using the actuarial assumptions which are then in effect under the
      Base Plan on the Benefit Commencement Date if the present value of the
      benefit amount to which a Member is entitled under this Article III on or
      after February 25, 2010, when expressed as a lump sum using the actuarial
      assumptions which are in effect on such date, would otherwise exceed the
      limit set forth above in this Section 3.2(d), subject to obtaining the
      written consent of any such Member and his Beneficiary to such
      reduction.

              


      

      


      
        2.  Section
3.3 is deleted and replaced in its entirety with the
following:

      


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      Amount of Beneficiary’s
Benefit.  Upon the death of a Member whose Beneficiary is
eligible for a Beneficiary’s benefit under the Base Plan, such Beneficiary shall
be entitled to an annual benefit under this Plan equal to the difference between
(i) the benefit that would have been payable to the Beneficiary under the Base
Plan if the limitations of Code Sections 401(a)(17) and 415 were not taken
into account in calculating the benefit; and (ii) the benefit actually payable
to the Beneficiary under the Base Plan.  In the case of a Member
Eligible for the Increased Benefit who dies after retirement, the determination
of the benefit payable under the Base Plan under (i) of the immediately
preceding sentence shall be made by assuming that the normal form of benefit is
in the form of a joint and 75% surviving spouse annuity with no actuarial
reduction to reflect the 75% survivor annuity, provided, however that in any
case where the surviving spouse is more than 60 months younger than the Member,
the additional 25% surviving spouse annuity shall be reduced 1/8 of 1% (.00125)
per month for each month over 60 months that the surviving spouse is younger
than the Member.  Notwithstanding the above, the Beneficiary of a
Member Eligible for an Increased Benefit shall not be entitled to receive a
total benefit under the Base Plan and the Plan that exceeds the Member Eligible
for an Increased Benefit’s normal retirement benefit under the Base Plan and the
Plan.  In no event, however, shall the benefit amount payable to the
Beneficiary, when expressed as a lump sum (using the actuarial assumptions then
in effect under the Base Plan) exceed 50% (75% or reduced in accordance with the
immediately preceding sentence, in the case of a Member Eligible for the
Increased Benefit) of the benefit amount applicable to the Member on the date of
his death if the amount of the Member’s Benefit is subject to the limitation set
forth in Section 3.2(d).

      


      
        3.  Section
4.4 is deleted and replaced in its entirety with the
following:

      

      


      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 any benefit under this Plan to which a Member, or the
Member’s Beneficiary, is entitled under Article III prior to the date of such
amendment or termination, and in which such Member or Beneficiary would have
been vested if such benefit had been provided under the Base Plan, unless the
Member or Beneficiary either becomes entitled to an amount equal to the
Actuarial Equivalent of such benefit under another plan, including the Base
Plan, program or practice adopted by the Company or consents in writing to such
reduction.  The Employee Relations Committee may make changes to this
Plan which do not materially reduce the value of the benefits paid under this
Plan to conform to, or take advantage of, any governmental requirements,
statutes, regulations or other authority.

      


      and be it
further

      


      RESOLVED,
that the officers of the Company be, and they hereby are, jointly and severally,
authorized and empowered to take any and all actions, and to execute any and all
agreements, documents and instruments, as they in their discretion may deem
necessary or appropriate to effectuate the foregoing resolution.

       

       

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