Exhibit 10-B(a)

COLGATE-PALMOLIVE COMPANY

EXECUTIVE INCENTIVE COMPENSATION PLAN

As approved by the Stockholders April 25, 1962 and amended by the Board of Directors through November 1, 1996.

Section 1. Purpose of the Plan. The purpose of the Plan is to provide an incentive for executives and other key personnel who are in a position to contribute materially to the success of the Company; to reward accomplishment on their part; and to aid in attracting and holding executives of the caliber necessary for the continued growth and profitability of the Company.

Section 2. Stock Subject to Plan. Subject to adjustment as provided herein, the total number of shares of common stock available for grant under the Plan during any given calendar year shall be four tenths percent (.4%) of the total number of shares of common stock outstanding as of the first day of each such year beginning after December 31, 1993 for which the Plan is in effect; provided that any shares available for grant in a particular calendar year which are not, in fact, granted in such year shall be added to the shares available for grant in any subsequent calendar year.

Section 3. Awards. Awards pursuant to the Plan may be made to the persons who served as officers of the Company during the year for which such awards are made, and to other employees who served the Company during such period in executive capacities or in key administrative or technical positions.

Subject to Section 7, the form and amount of each award to a Designated Executive (as defined below) or any other officer of the Company shall be determined by and in the discretion of at least two members of the Personnel and Organization Committee (the "Committee"), each of whom shall be a Non-Employee Director (as defined below). The form and amount of each award to an employee who is not a Designated Executive or an officer of the Company shall be determined by the Chief Executive Officer of the Company with the approval of the Committee and in accordance with such regulations as may be prescribed from time to time by the Committee.

For the purposes of the Plan:

(1) "Company" means Colgate-Palmolive Company, a Delaware corporation, together with, when the context requires, its directly or indirectly owned subsidiaries.

(2) "Designated Executives" shall mean the Chairman and Chief Executive Officer of the Company and each officer, executive or other key employee designated in writing

by the Committee prior to the commencement of the measurement period applicable to any award under the Plan.

(3) "Non-Employee Director" shall mean a member of the Board of Directors of the Company who qualifies as a Non-Employee Director as defined in Rule 16b-3(d)(3), as promulgated by the Securities and Exchange Commission or any successor agency (the "Commission") under the Securities Exchange Act of 1934, as amended from time to time, and any successor thereto (the "Exchange Act"), or any successor definition adopted by the Commission, and also qualifies as an "outside director" for purposes of Section 162 (m) of the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto (the "Code").

Awards shall be made as soon as practicable after the close of the year for which they are made or during the year (subject to Section 7), at the Committee's discretion. They may be made payable in cash, in common stock of the Company, or partly in cash and partly in common stock of the Company, and may be made payable in whole or in part at the time the award is made or on a deferred basis in each case as determined by the Committee at the time the award is made. Deferred awards payable in common stock of the Company may take the form of "restricted stock", the vesting of which may be subject to such terms and conditions as the Committee may from time to time determine. The Committee may condition the grant and vesting of an award, whether payable in cash, common stock of the Company or otherwise, upon the attainment of specified performance goals relating to the participant or the Company or subsidiary, division or department of the Company for or within which the participant is primarily employed, or upon such other factors or criteria as the Committee shall determine, which goals may be different for each award recipient. Awards of cash and common stock of the Company under the Plan for Designated Executives who may be "covered employees" within the meaning of Section 162 (m) of the Code shall be subject to preestablished performance goals in accordance with Section 7 hereof. Except as so limited, any or all deferred awards shall be made payable in one or more installments over a period of not more than fifteen years, as determined by the Committee when the awards are made. Subject to the same limitations, the Committee may at any time accelerate or defer the time of payment of the deferred balance of any award or awards made under the Plan.

If a participant dies, the balance of the award to him which remains unpaid at the time of his death shall be paid to his personal representatives in the same manner as if the participant were living.

In the event of a Change of Control of the Company, then notwithstanding any provision of this Plan to the contrary, the Company, upon the direction of the Committee, shall have the right to purchase from the trustee all the deferred shares of Company common stock held in trust for cash for a period of thirty days beginning on the first business day following a Change of Control of the Company; provided, however, that the Company shall not have the right to purchase deferred shares held for

the account of any participant subject to Section 16 of the Exchange Act, without such participant's consent, if such purchase would cause the participant to incur liability under Section 16 of the Exchange Act. Such purchases shall be at fair market value on the date of the purchase, which shall be computed by taking the mean between the high and low prices for such date on the composite tape. The trustee shall hold such cash for the accounts of Plan participants and shall pay such amounts to participants as directed by the Committee in accordance with the Plan.

A "Change of Control" shall be deemed to have occurred upon the occurrence of any of the following events, unless and except to the extent otherwise determined by the Committee prior to the occurrence of such event (i) the acquisition by a third person, including a "group" as defined in Section 13(d)
(3) of the Act, of shares of the Company having 20% or more of the total number of votes that may be cast for the election of directors of the Company, (ii) shareholder approval of a transaction for the acquisition of the Company, or substantially all of its assets, by another business entity or for a merger, reorganization, consolidation or other business combination to which the Company is a party, (iii) a change during any period of 24 months or less in the composition of a majority of the Board of Directors where such change has not been approved by a majority of the Board as constituted immediately prior to the commencement of such period or (iv) any other event determined by the Committee to be a Change of Control for purposes of the Plan.

Section 4. Dividend Equivalents. On each December 31 which is after the date of a deferred award in stock but prior to the date of termination of the participant's employment, and on the date of termination, the Company shall credit to the award shares of common stock of the Company of an aggregate value (to be determined as provided in Section 6) equal to the amount of dividends which the participant would have received since the date of the award or of the last previous credit to the award pursuant to this Section, whichever is later, if the number of shares payable in respect of the award had been registered in the name of the participant on each of the record dates for payment of any such dividends. The shares so credited to an award shall thereafter be included in and deemed a part of such award for the purpose of computing any future credit to the award pursuant to this Section 4.

On each date after termination of the participant's employment on which a dividend on the common stock of the Company shall be paid, the record date for which is after the date of a deferred award in stock and prior to the date of registration in the name of the participant of all the shares so payable in respect of such award, the Company shall pay to the participant with respect to any shares then payable in respect of the award, an amount in cash equal to the dividends which the participant would have received if such shares had been registered in his name on the record date for such dividends.

If a dividend on the common stock of the Company is made payable in property other than cash or common stock of the Company, the dividend equivalent with respect

thereto shall be based on the fair market value of such property, as determined by the Committee in its discretion.

Section 5. Administration of the Plan. Full power to interpret, construe and administer the Plan shall, except as otherwise provided in the Plan, be vested in the Committee, which may adopt, alter, amend or revoke regulations for such purpose. The Board of Directors shall have the right to modify the Plan from time to time but no such modification shall, without prior approval of the stockholders, materially increase the amount available for awards, materially increase the benefits accruing to participants hereunder, materially modify the requirements regarding eligibility for participation in the Plan, or, without the consent of the participant affected, impair any award made prior to the effective date of the modification. Without limiting the generality of the foregoing, the Board of Directors, subject to the foregoing limitations, may amend or rescind any provision of the Plan and the Committee, subject to the foregoing limitations, may change the number of installments in which awards are payable, accelerate or defer the payment of installments, modify the conditions under which installments may be paid or modify the Plan to the extent that it determines that the provisions of Section 7, in whole or in part, are no longer required to preserve the deductibility of the payments thereunder under then applicable laws, rules, regulations and interpretations.

Section 6. General Provisions. Awards under the Plan shall constitute general obligations of the Company in accordance with the terms of the Plan and no recipient of an award shall be entitled to have his award satisfied out of any particular assets of the Company or out of any particular shares of treasury stock of the Company. No participant shall be deemed to be a stockholder with respect to any shares included in an award, prior to the registration of said shares in his name on the stock books of the Company.

Notwithstanding the foregoing, upon the direction of the Committee, the Company may by agreement with one or more trustees to be selected by the Committee, create a trust to receive and hold so many, as the Committee shall determine from time to time, of deferred awards made to participants under the Plan and dividend equivalents credited thereon and to make payments of such awards to participants in accordance with the terms of the Plan. In the event the Committee elects to create such a trust, the Committee shall transfer and pay over to the trustee so many, as the Committee shall determine from time to time, of the deferred awards (whether in cash or common stock of the Company) and dividend equivalents presently held by the Company for the account of participants and deferred awards and dividend equivalents hereafter made under the terms of the Plan. The trustee will hold all such deferred awards and dividend equivalents thereon in accordance with the terms of the trust agreement which shall contain such terms and conditions (not inconsistent with the Plan) as the Committee may deem advisable; provided, however, that the trust agreement shall require that (i) the trustee is to make all distributions to participants in accordance with the terms of the Plan; (ii) all trust assets shall remain subject to the claims of the

judgment creditors of the Company; and (iii) no trust assets will be returned to the Company (except to satisfy the claims of judgment creditors) until all distributions due to participants under the Plan have been paid or provided for.

Shares of common stock which are awarded or credited to awards shall be shares reacquired by the Company for this purpose and shall be valued for the purpose of the award or credit, as the case may be, at the average cost per share (including brokerage) of all shares awarded or credited at the same time. Adjustments shall be made in cash for any fractional shares which would otherwise be included in the award or credit.

The amount of cash and the number of shares to be included in each installment payable on a deferred basis shall be determined immediately prior to payment of the first installment on such basis by dividing the amount of cash and the number of shares which are payable on such basis by the number of installments in which the award is payable. In the event that the number of shares is not equally divisible by the number of installments, the number of shares to be included in each installment other than the last shall be the number which, when multiplied by the number of installments, most nearly equals but does not exceed the total number of shares payable, and the last installment shall consist of the total number of shares minus all shares to be made payable prior thereto.

Subject to Section 7, if at any time after the date of an award in stock but prior to payment in full of all shares included in the award, there shall be a split-up, combination or reclassification of the shares of common stock of the Company, or payment of a dividend on the common stock of the Company in shares of common stock of the Company, or a consolidation, merger or sale of substantially all of the assets of the Company, the Committee shall make such change in the number and class of shares thereafter payable in respect of such award as shall, in the judgment of the Committee, appropriately reflect the effect of such split-up, combination, reclassification, stock dividend, consolidation, merger or sale of assets.

Any taxes which are required to be withheld from payments shall be deducted and withheld by the Company. In the case of awards of common stock of the Company, the Committee may allow the participant to irrevocably elect to pay such withholding (up to the maximum marginal tax rate applicable to the award) (i) by cash or check, (ii) from any cash award then payable to the participant, (iii) using previously-owned shares of Company common stock or (iv) from the shares of Company common stock then payable to the participant.

For the purposes of the Plan, retirement of a participant on January 1 of any year shall be deemed to have taken place as of December 31 of the preceding year.

Nothing contained in the Plan shall be deemed to limit or restrict the right of the Company and its subsidiaries to compensate any of their employees in whole or in part under separate commission or bonus plans or arrangements.

No right under the Plan shall be subject to anticipation, sale, assignment, pledge, encumbrance or charge without the consent of the Committee. If any participant shall be adjudicated a bankrupt or attempt to anticipate, sell, assign, pledge or encumber any right hereunder without such consent, the Committee in its discretion may terminate all rights of such participant and may hold or apply the unpaid balance of the award, or any part thereof, for the benefit of his legal representatives, spouse, children, or other dependents, or any of them, in such manner and in such proportions as the Committee may deem proper. Payment of any award assigned with the consent of the Committee shall, in the event of the death of the assignor, be paid as specified in such assignment which shall take precedence over the mode of payment specified in the fourth paragraph of Section 3.

Any transaction effected pursuant to this Plan that is deemed to be a "Discretionary Transaction" as defined in Rule 16b-3(b) under the Securities Exchanged Act of 1934, as amended, that occurs within six months of an "opposite way" discretionary transaction (as described in Rule 16b-3(f) thereunder) is automatically voided and will be deferred until six months have elapsed from the date of the most recent "opposite way" discretionary transaction under any Plan of the Company.

Section 7. Procedures for Certain Designated Executives. Annual and Long-Term Incentive Awards of cash and common stock under the Plan for Designated Executives who may be "Covered Employees" within the meaning of Section 162 (m) of the Code shall be subject to preestablished performance objectives as set forth herein. Notwithstanding Section 6 hereof, the Committee shall not have discretion to modify the terms of awards to such Designated Executives except as specifically set forth in this Section 7. It is intended that all payments hereunder to Designated Executives who are Covered Employees will meet the requirements of 162 (m) and the regulations thereunder and will not be disallowed thereunder.

(a) Annual Incentive Awards. (i) Annual Target Amount. No later than ninety
(90) days after the commencement of the calendar year to which the goal relates, the Committee shall establish target amounts for annual awards ("Annual Target Amounts") for such of the Designated Executives who may be "covered employees", payment of which shall be conditioned upon satisfaction of specific performance objectives for such calendar year established by the Committee in writing at the time of establishment of the Annual Target Amount. After the close of the calendar year, the Committee shall grant an award (the "Annual Incentive Award") based upon a percentage or multiple of the pre-established Annual Target Amount. The Annual Target Amount will be established in writing by the Committee and will either be a fixed amount or an amount determined pursuant to a formula. The extent to which the Annual Incentive Award will be payable will be based upon the degree of achievement of predetermined specific performance objectives over the calendar year; provided, however, that the Committee may, in its sole discretion, reduce the amount which would otherwise be payable (under which circumstances the participant will not have

the right to receive the full Annual Incentive Award even if the annual performance objectives are met).

(ii) Annual Performance Objectives. The performance objectives ("Annual Performance Objectives") established in writing by the Committee at the time the Annual Target Amount is established will be comprised of specified annual levels of one or more of the following performance measures: earnings per share, sales, net profit after tax, gross profit, operating profit, unit volume, return on equity, change in working capital, return on capital or shareholder return.

(iii) Payment of Annual Incentive Awards. At the time the Annual Target Amount is established, the Committee shall prescribe a formula to determine the percentage of the Annual Target Amount which may be payable based upon the degree of attainment of the Annual Performance Objectives, which shall be determined as of the last day of the calendar year. Prior to payment of any Annual Incentive Awards, the Committee must certify the degree of attainment of the applicable Annual Performance Objectives. Payments shall be made in cash or shares in accordance with the prescribed formula in amounts ranging from 0% to 200% of the Annual Target Amount.

(iv) Maximum Payable. The maximum amount payable to such Designated Executives for a given calendar year as an Annual Incentive Award is $2,000,000 in cash. The maximum amount will be adjusted annually to reflect increases in the Consumer Price Index-U published by the Bureau of Labor Statistics for each twelve month period commencing January 1.

(b) Long-Term Incentive Awards. (i) Long-Term Target Amount. No later than ninety (90) days after the commencement of a measurement period the Committee shall establish target amounts for long-term awards (the "Long-Term Target Amount") to such of the Designated Executives who may be "covered employees", payment of which shall be conditioned upon satisfaction of specific performance objectives measured over a period of greater than one year established by the Committee in writing at the time of establishment of the Long-Term Target Amount. After the expiration of the applicable measurement period, the Committee shall grant to each Designated Executive an award (the "Long-Term Incentive Award") based upon a percentage or multiple of the Long Term Target Amount. The Long-Term Target Amount will be established in writing by the Committee and will either be a fixed amount or an amount determined pursuant to a formula. The Long-Term Target Amount may be denominated either in terms of a target dollar amount or a specified target number of shares of common stock of the Company and may be payable in cash or common stock of the Company regardless of the denomination of the Long-Term Target Amount. The extent, if any, to which a Long-Term Incentive Award will be payable will be based upon the degree of achievement of predetermined performance objectives over a specified measurement period; provided, however, that the Committee may, in its sole discretion, reduce the amount which would otherwise be payable upon expiration of the measurement period (under which circumstances the participant will

not have the right to receive the full amount of such Long-Term Incentive Award even if the long-term performance objectives are met).

(ii) Measurement Period. The measurement period will be a period of three calendar years, unless a longer or shorter period is otherwise selected and established in writing by the Committee at the time any Long-Term Target Amount is established (the period so specified being hereinafter referred to as the "Measurement Period").

(iii) Long-Term Performance Objectives. The performance objectives for any Measurement Period ("Long-Term Performance Objectives") established in writing by the Committee at the time the Long-Term Target Amount is established will be comprised of specified levels of one or more of the following performance measures: earnings per share, sales, net profit after tax, gross profit, operating profit, unit volume, return on equity, change in working capital, return on capital or shareholder return.

(iv) Payment of a Long-Term Incentive Award. At the time the Long-Term Target Amount is established, the Committee shall prescribe a formula to determine the percentage of the Long-Term Target Amount which may be payable based upon the degree of attainment of the Long-Term Performance Objectives which shall be determined as of the last day of the Measurement Period. Prior to payment of any Long-Term Incentive Awards, the Committee must certify the degree of attainment of the applicable Long-Term Performance Objectives. Payments of Long-Term Incentive Awards shall be made in accordance with the prescribed formula in amounts ranging from 0% to 175% of the Long-Term Target Amount. To the extent a Long-Term Target Amount is denominated in shares, after such Long- Term Target Amount is established and prior to the payment of the applicable Long-Term Incentive Award, the amount of shares payable to a Designated Executive will be adjusted to reflect a change in corporate capitalization such as a stock split or a corporate transaction such as a merger, spin-off or corporate split-up, reorganization, consolidation or partial or complete liquidation.

(v) Maximum Payable. The maximum amount payable to a Designated Executive for a given Measurement Period as a Long-Term Incentive Award is 50,000 shares of common stock of the Company. The maximum will be adjusted to reflect a change in corporate capitalization such as a stock split-up or a corporate transaction such as a merger or sale of stock or assets, reorganization, consolidation or partial or complete liquidation.

Section 8. Effective Date. The Plan shall be effective for the year 1962 and for each year thereafter until terminated by the Board of Directors.

Exhibit 10-D(d)

THIRD SUPPLEMENTAL AGREEMENT TO LEASE

BETWEEN

300 PARK AVENUE, LLC,

Landlord,

AND

COLGATE-PALMOLIVE COMPANY,

Tenant

300 PARK AVENUE
NEW YORK, NEW YORK

WHEREAS:

B. The parties hereto desire to modify certain provisions of the Lease as more particularly set forth in this Agreement.

NOW THEREFORE, in consideration of the premises and mutual covenants hereinafter contained, the parties hereto agree as follows:

A. Section 24.08(a) of the Lease is hereby deleted in its entirety and the following provisions shall be substituted in its place and stead:

the Initial Term and the New Lease Term, Tenant shall pay the reasonable, actual third party fees and expenses for the submeter readings and billings for electrical energy furnished to the Premises. Landlord shall permit its wires, risers, conduits, feeders and switchboards, to the extent available, suitable and safely capable, to be used by Tenant for such purposes. Landlord shall take all such actions as shall be reasonably required by Tenant to expedite the performance and completion of the Submeter Work, provided nothing herein contained shall require Landlord to expend any sums for, or obligate Landlord to install, new wires, risers, conduits, feeders and/or switchboards in order to permit the Submeter Work to be completed. All costs and expenses of the Submeter Work, including Landlord's reasonable, actual third party costs, if any, incurred in connection with the preceding sentence, shall be paid by Tenant (including the periodic, but not full time, observation by such third parties of the installation and initial testing of the Submeter Work conducted by Tenant), and therefore shall not be included as part of the Base Building Improvements or included in the calculation of the Improvements Sum. All Submeter Work shall be conducted without material interference with any other tenant of the Building. Nothing herein contained shall be construed to obligate Landlord (1) to disturb the enjoyment of any other tenant's premises or (2) to violate any term or provision of any other tenant's lease. Regarding the preliminary plans for the Submeter Work, Landlord represents that it has no knowledge of any work that would disturb the enjoyment of any other tenant's premises or violate any term or provisions of any other tenant's lease, provided that the installation of a submeter solely affects a floor leased exclusively by Tenant.

(ii) In connection with the Submeter Work, Landlord hereby approves (i) American Power Technologies, Inc. as Tenant's electrical engi-

neer and contractor to perform the Submeter Work and (ii) the Preliminary Plans. Tenant agrees that the final plans and specifications will indicate that the submeters will record "time of day".

consumption determined by the survey referred to above."

B. Section 24.08(b) of the Lease is hereby deleted in its entirety and the following provision shall be substituted in its place and stead:

(2) the product obtained by multiplying (x) the Average Cost per KWH Off- peak (as hereinafter defined) by (y) the total number of off-peak KWH consumed by Tenant for the applicable period as registered on the applicable submeter(s); plus

"For purposes hereof, Average Cost is defined as follows:

(ii) Tenant shall have the right to accompany Landlord's personnel during readings of the submeter(s) measuring Tenant's consumption and coincident demand of electricity in the Premises, and Landlord shall notify Tenant of each reading at least two (2) Business Days prior to the date thereof. Landlord shall conduct such readings of the submeters to coincide as close as practicable with the reading of the Building's meters conducted by the public utility furnishing electricity to the Building and Tenant shall have the right to accompany the public utility personnel conducting such meter readings. Landlord further agrees and covenants to furnish Tenant promptly upon request from time to time with copies of meter readings and any bills, materials, statements and other information relating to the furnishing of electrical energy to the Premises and the common areas of the Building. Landlord shall not be obligated to deliver to Tenant copies of any invoices, statements or other materials relating to the cost of, or payments for, supplying electrical energy to other tenants' premises in the Building. Landlord covenants that it will not for itself, and will not permit any tenant in the Building to, "tie-in" or connect the measurement of electric usage from any space in the Building to the submeters measuring Tenant's consumption of electricity in the Premises.

(iii) From and after the New Electric Date, Tenant shall have no further obligation to pay the Adjusted Electric Rent Inclusion Factor (other than such amounts as may be due in respect of the period prior to the New Electric Date) and shall pay additional rent in respect of electrical energy in accordance with this Section 24.08(b).

justment by way of increases or decreases in accordance with the provisions of the Lease. As of July 1, 1996, Tenant acknowledges and agrees to the adjustment reflected in the July invoice and, subject to Tenant's review and confirmation, to documented invoices noting adjustments which may take effect from time to time for the period in which Tenant shall be obligated to pay the Adjusted Electric Rent Inclusion Factor. Tenant agrees that it shall promptly provide Landlord with written notice of any delays caused by Landlord with respect to the occurrence of the New Electric Date.

(v) In the Initial Term, upon the occurrence of the New Electric Date (i) Tenant shall pay to Landlord, monthly, as additional rent hereunder, an amount equal to one-twelfth of Landlord's Electric Factor (if any), (ii) the fixed rent payable under the Lease shall be decreased on a per square foot basis (based on the current calculation of 481,924 for the rentable square footage of the Premises) by an amount equal to the then Adjusted Electric Rent Inclusion Factor, and (iii) Tenant shall have no further obligation to pay the Adjusted Electric Rent Inclusion Factor (other than such amounts as may be due in respect of the period prior to the New Electric Date).

(vi) In the New Lease Term (for any period subsequent to the New Electric Date), Tenant shall pay to Landlord, monthly, as additional rent hereunder, an amount equal to one-twelfth of (i) Landlord's Electric Factor and (ii) 50% of Tenant's Proportionate Share of the Applicable Common Area Electric Cost (as hereinafter defined).

(viii) For purposes hereof, common area charges shall not include charges for electricity provided to vacant leasable areas of the Building, or provided for the exclusive use of another occupant of the Building, or which are reimbursable by tenants as overtime charges, rent inclusion or otherwise.

(ix) Landlord shall furnish Tenant each Operational Year with a written detailed statement, in accordance with Section 26.05 (of the Reinstated Escalation Rent Clause, as defined in Section 26 hereof), showing the calculation of the Applicable Common Area Electric Cost, and Tenant shall have the right to dispute such statement in accordance with Section 26.07 (of the Reinstated Escalation Rent Clause). Landlord and Tenant shall have the right to resurvey from time to time in accordance with the provisions hereof."

C. Section 33.01 of the Lease is hereby deleted in its entirety and the following provisions shall be substituted in its place and stead:

"Section 33.01. Landlord covenants and agrees that if at any time during the term of this Lease, Land-

lord should propose to dispose of the Land or Building or both, either by sale, or lease or other conveyance or if Landlord should propose to sell, transfer, assign or otherwise convey or dispose of any stock or interest in 300 Park Avenue, LLC or in any entity which directly or indirectly owns or controls 300 Park Avenue, LLC, or in any other ownership entity to which the Land and/or the Building or limited liability company shall have been transferred pursuant to the provisions hereof (except as provided below), Landlord shall, prior to such disposition, offer in good faith, in writing, to dispose of the Land or Building or both or such stock or interest, as the case may be, to Tenant for all cash or all cash above any existing mortgage(s) other than those which by their terms must be satisfied in the event of a disposition, and give Tenant at least thirty (30) days to accept said offer. Tenant may accept such offer by written notice to Landlord, whereupon the offer and acceptance will constitute a contract between them. Notwithstanding the foregoing, any such sale, transfer, assignment, conveyance or other disposition of the Building and/or the Land and/or such stock or interest (a) under the Last Will and Testament of Ruth Uris, who died on March 19, 1996, or (b) by gift or by legacy, to members of the immediate family of Ruth Uris (which shall be limited to her lineal descendants) or (for no consideration) to trusts for their benefit or trusts for the benefit of a charity or charities or (c) by transfers from one legatee of Ruth Uris (or such legatee's trust) to another legatee of Ruth Uris (or such legatee's trust), provided that any such transfer shall be for no consideration except in the case of a transfer to an immediate family member of Ruth Uris, as limited above, shall not be subject to Tenant's right of first refusal under this Section 33.01."

D. Section 33.02 of the Lease is hereby deleted in its entirety and the following provision shall be substituted in its place and stead:

"Section 33.02. If Tenant does not accept an offer made by Landlord pursuant to Section 33.01 above, Landlord shall thereafter be entitled during a period of two (2) years from the date of such offer

to sell or lease the Land and the Building or either of them or such stock or interest, as the case may be, to others on such terms and conditions as Landlord, in its uncontrolled discretion, may desire, except that the sales price payable for all cash above any existing mortgage(s) shall be at least ninety-five (95%) percent of the price specified in the notice to Tenant given pursuant to Section 33.01. If the Land or Building or both, or such stock or interest, as the case may be, are not so disposed of by Landlord within two (2) years from the date of such offer, the provisions of Section 33.01 above shall again come into effect as to any future disposition."

E. The following provision shall be added to the Lease following Section 33.03:

"Section 33.04 Landlord agrees and covenants that either a legend containing the transfer restrictions and the right of first refusal described above shall be placed on any certificates or instruments of conveyance representing any such stock or interest, as the case may be, in 300 Park Avenue, LLC or such restrictions shall be set forth in the organizational documentation of 300 Park Avenue, LCC or any such successor or assignee."

F. The term "Accrued Sum" in the next to last line in Section 16(d) of the Second Supplement is hereby deleted and the term "Accrued Interest" shall be substituted in its place and stead.

G. The following provision shall be added to the Second Supplement following
Section 16(d):

"(e) Within thirty (30) days following the Date of Substantial Completion, whether or not the holder of the Loan shall elect thereafter at any time to consolidate any of the Loan, the Additional Loan and any other loan secured by the Premises (the "Consolidation"), Landlord and Tenant shall confirm in writing the calculation of the aggregate sum of (1) the Improvement Sum, (2) the Project Management Cost and (3) the Cost of Financing (collectively, the "Aggregate Construction Sum") and

the calculation of Tenant's Loan Payment, Tenant Share and installment payments of Accrued Interest, if any, all of which shall be deemed payable as additional rent in accordance with the provisions of Article 1 of the Lease. Such multiple calculations shall indicate the aggregate amount of each monthly payment and the amounts thereof which represent principal and interest, based on the self-liquidating amortization schedules described in Section 16(b) relating to Tenant's Loan Payment and in Section 16(c) relating to Tenant Share and Accrued Interest (collectively, the "Amortization Schedules"). The Amortization Schedules for payment of the Aggregate Construction Sum shall be in substitution of Landlord's delivery of a monthly payment notice from the holder of the Loan. Tenant shall pay the Aggregate Construction Sum in monthly installments, in arrears, together with Tenant's monthly installment of fixed rent, effective on the first day of the first calendar month following the Date of Substantial Completion, and together with so much of any interest payable by Landlord as shall be allocable to the Aggregate Construction Sum, whether under the Loan or the Consolidation (in either instance according to the Amortization Schedules), all as additional rent during the Initial Term and the New Lease Term and such obligation shall continue notwithstanding the Consolidation, in whole or in part, or the prepayment of the Loan, or any or all of the foregoing.

IN WITNESS WHEREOF, Landlord and Tenant have executed this Agreement as of the day and year first above written.

LANDLORD:

300 PARK AVENUE, LLC

By:_______________________________________
Name:
Title:

TENANT:

COLGATE-PALMOLIVE COMPANY

By: ______________________________________
Name:
Title:

EXHIBIT A

COLGATE BILL

From Con Ed bill multiplied by Colgate metered on peak kwh

From Con Ed bill multiplied by Colgate metered off peak kwh

Equals Average Cost per KW multiplied by Colgate demand

A+B+C = Colgate bill

EXHIBIT B

FORM OF LENDER'S CONSENT

October __, 1996

Comptroller of the State of New York,
as Trustee of the Common Retirement Fund 633 Third Avenue, 31st Floor
New York, New York 10017-6754
Attention: Michael F. Reilly

Gentlemen:

In connection with the resolution of over-payments by Tenant of electric energy rental payments under the Lease, Landlord and Tenant have entered into the Third Supplemental Agreement to Lease, dated as of June 13, 1996 (the "Third Supplemental Agreement"). (A copy of the fully executed Third Supplemental Agreement is included herewith.)

In accordance with Paragraph 5 of the Subordination, Non-Disturbance and Attornment Agreement, dated as of May 11, 1995, by and between the Comptroller of the State of New York, as trustee of the Common Retirement Fund ("Mortgagee"), and Tenant, Landlord respectfully requests the consent of Mortgagee to the Third Supplemental Agreement.

Michael F. Reilly
October __, 1996

To acknowledge such consent, kindly arrange to have a signatory for Mortgagee sign this letter in the space provided below and return a copy of the signed letter to the attention of Joseph J. Onufrak, Esq. of Donovan Leisure Newton & Irvine via telecopy at (212) 632-3321.

Please feel free to call Mr. Onufrak at (212) 632-3025 if you have any questions with regard to the enclosed.

Very truly yours,

300 PARK AVENUE, LLC

By: _____________________
Name: Roy A. Weydig
Title: Manager

Accepted and Consented to:

COMPTROLLER OF THE STATE OF NEW YORK,
AS TRUSTEE OF THE COMMON RETIREMENT FUND

By: ______________________
Name:
Title:

Exhibit 10-F

COLGATE-PALMOLIVE COMPANY
PENSION PLAN FOR OUTSIDE DIRECTORS
AS AMENDED AND RESTATED
Effective October 9, 1997

Article I

PURPOSE

The purpose of the Plan, which was first adopted effective April 1, 1983, is to assist the Company in attracting and retaining qualified individuals to serve as Outside Directors by providing such individuals with a competitive level of pension benefits.

Article II
DEFINITIONS

As used in the Plan, the following terms shall have the meanings set forth below:

2.1 "Board" shall mean the Board of Directors of the Company.

2.2 "Change of Control" shall mean the happening of any of the following events:

(a) An acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended from time to time, and any successor thereto (the "Exchange Act")) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (1) the then outstanding shares of the common stock, par value $1.00 per share of the Company (the "Outstanding Company Common Stock"), or (2) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); excluding, however, the following: (i) any acquisition directly from the Company, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (iv) any acquisition by any corporation pursuant to a transaction which complies with clauses (1), (2) and (3) of subsection (c) of this Section 2.2; or

(b) A change in the composition of the Board such that the individuals who, as of February 17, 1994, constitute the Board (such Board shall be hereinafter referred to as the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, for purposes of this Section 2.2, that any individual who becomes a member of the Board subsequent to February 17, 1994, whose election, or nomination for election by the Company's stockholders, was

approved by a vote of at least a majority of those individuals who are members of the Board and who were also members of the Incumbent Board (or deemed to be such pursuant to this proviso) shall be considered as though such individual were a member of the Incumbent Board; but, provided further, that any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board shall not be so considered as a member of the Incumbent Board; or

(c) The approval by the stockholders of the Company of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company ("Corporate Transaction"); excluding; however, such a Corporate Transaction pursuant to which (1) all or substantially all of the individuals and entities who are the beneficial owners, respectively, of the outstanding Common Stock and outstanding Company voting securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than 60% of, respectively, the outstanding shares of common stock, and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Corporate Transaction (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction, of the outstanding Common Stock and outstanding Company voting securities, as the case may be, (2) no Person (other than the Company, any employee benefit plan (or related trust) of the Company or such corporation resulting from such Corporate Transaction) will beneficially own, directly or indirectly, 20% or more of, respectively, the outstanding shares of common stock of the corporation resulting from such Corporate Transaction or the combined voting power of the outstanding voting securities of such corporation entitled to vote generally in the election of directors except to the extent that such ownership existed prior to the Corporate Transaction and (3) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction; or

(d) The approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

2.3 "Committee" shall mean the committee referred to in Article V.

2.4 "Company" shall mean Colgate-Palmolive Company and any person, firm or corporation which may hereafter succeed to the interests of the Company by merger consolidation or otherwise.

2.5 "Disability" shall mean an illness or other incapacity which qualifies an Outside Director for disability benefits under the Social Security Act or which the Board or Committee determines precludes such Outside Director from fully discharging his or her responsibilities as a member of the Board.

2.6 "Electing Outside Director" shall mean an Outside Director who is eligible to elect to have the terms of this Plan continue to apply to him or her after December 31, 1996, and who so elects, according to the terms of Section 4.1(a).

2.7 "Non-Electing Outside Director" shall mean an Outside Director who is not eligible to make the election pursuant to Section 4.1(a) or if eligible, does not so elect.

2.8 "Outside Director" shall mean a member of the Board who is not, nor at any time has been, an employee of the Company or any of its subsidiaries.

2.9 "Pension Benefit" shall mean the pension benefit determined in accordance with Section 4.3.

2.10 "Pension Replacement Account" shall mean the account established for the benefit of a Non-Electing Outside Director pursuant to Section 4.3(c) upon termination of this Plan with respect to such Non-Electing Outside Director in accordance with Article III.

2.11 "Plan" shall mean the Colgate-Palmolive Company Pension Plan for Outside Directors, as amended from time to time.

2.12 "Retainer" shall mean the retainer determined in accordance with Section 4.3(a).

2.13 "Retired Outside Director" shall mean an Outside Director who retired and began receiving a Pension Benefit prior to June 30, 1996, an Electing Outside Director who has satisfied the eligibility requirements of Section 4.1 for a Pension Benefit, or a Non-Electing Outside Director who has satisfied the eligibility requirements of Section 4.1 for a Pension Replacement Account.

2.14 "Service" shall mean all periods of service as an Outside Director (including any such periods prior to April 1, 1983) whether or not such service is continuous.

Article III
PARTICIPATION

Each Outside Director who has joined the Board on or prior to January 1, 1996, shall participate in the Plan, subject to its termination as of December 31, 1996 with respect to any Non-Electing Outside Director.

Article IV
PENSION BENEFITS

(a) Each Outside Director who as of May 1, 1997, is within five years of the stipulated retirement age set forth in Section 13(A) of the Company's By- Laws may elect to remain covered by the terms of this Plan beyond December 31, 1996, and through the date of his or her retirement from the Board, in accordance with this Section 4.1. Such election must be made no later than June 30, 1996, by written notice to the Committee. Each Outside Director who is eligible to make such election and who so elects hereafter shall be referred to as an "Electing Outside Director" and shall be eligible to receive a Pension Benefit under this Plan pursuant to the terms of Sections 4.1 (b) through (e) below.

Each Outside Director who is not eligible to make such an election or if eligible, does not so elect, hereafter shall be referred to as a "Non-Electing Outside Director" and, shall be eligible to have a Pension Replacement Account eligible on his or her behalf upon termination of this Plan with respect to him or her and shall be eligible ultimately to receive the balance in such account, in accordance with the terms of this Section 4.1 and Section 4.3 below.

(b) Each Outside Director who has completed nine years of Service and who retires from the Board by reason of age in accordance with the provisions of the Company's By-Laws, as amended from time to time, shall be eligible upon such retirement for a Pension Benefit, if an Electing Outside Director, or to receive the balance credited to a Pension Replacement Account, if a Non-Electing Outside Director.

(c) Each Outside Director who has completed five years of Service and who retires from the Board by reason of Disability shall be eligible upon such retirement for a Pension Benefit, if an Electing Outside Director, or for the balance credited to a Pension Replacement Account, if a Non-Electing Outside Director.

(d) If a Non-Electing Outside Director who has completed five years of Service dies before he or she retires from the Board, the balance credited to his or her Pension Replacement Account shall be payable to the beneficiary he or she has designated prior to the Non-Electing Outside Director's death.

(e) Each Outside Director who has completed nine years of Service and who retires from the Board other than by reason of age or Disability, but with the written approval of the Committee, shall be eligible for a Pension Benefit, if an Electing Outside Director, or the balance credited to a Pension Replacement Account, if a Non-Electing Outside Director, upon attaining the age at which his or her retirement

from the Board would have been required in accordance with the Company's By-Laws in effect at the time of his or her retirement.

(a) A Retired Outside Director's Pension Benefit (if an Electing Outside Director) or the payment of the balance credited to the Pension Replacement Account (if a Non-Electing Outside Director) shall commence as of the first day of the calendar quarter next following the date he or she becomes a Retired Outside Director. The balance credited in the Pension Replacement Account shall be paid in accordance with Section 4.3.

(b) If a former Outside Director returns to membership on the Board, the Pension Benefit (if a former Electing Outside Director) or the remaining unpaid balance credited to his or her Pension Replacement Account (if a former Non- Electing Outside Director) that is or may become payable to him or her shall cease to be payable for so long as he or she continues to be a member of the Board. Upon subsequent retirement, the Pension Benefits to which a former Electing Outside Director is or may become entitled shall be redetermined pursuant to this Article IV on the basis of the Company's By-Laws and a Retainer not exceeding that described in Section 4.3(a). If a former Non-Electing Outside Director, the remaining unpaid balance of his or her Pension Replacement Account, if any, shall be payable.

(a) A Retired Outside Director's Pension Benefit, if a former Electing Outside Director or an Outside Director who retired prior to June 30, 1996, shall be an annual cash benefit equal to 100% of the Retainer paid to him or her while an Outside Director for the twelve months immediately preceding his or her retirement from the Board; provided, however, that for purposes of determining the size of the Pension Benefit of an Electing Outside Director who retires on or after May 1, 1997, the Retainer shall be deemed not to exceed the sum of $18,000 plus 275 shares of Company common stock.

"Retainer" shall mean all cash and property paid to an Outside Director for services as an Outside Director, other than stock options granted and gains realized in cash or property upon the exercise of such options, fees for attendance at meetings of the Board and any committees thereof, fees for service on any committee of the Board and reimbursement of expenses.

All property paid as part of the Retainer shall be valued by the Committee at fair market value on the date of payment. In the case of Company common stock, fair market value shall be the average of the high and low prices per share of the

Company's common stock as listed in the New York Stock Exchange Composite Tape or, if not listed on such exchange, on any other national securities exchange on which the Company's common stock is listed or on NASDAQ, for the day on which the Outside Director is deemed to have received such stock. In the absence of a reported sale, the average between the high and the low prices on the most recent date on which a sale was reported shall be used.

(b) The Pension Benefit of a Retired Electing Outside Director shall be payable in equal quarterly installments for his or her lifetime only. No death or other survivor benefits are payable under the Plan.

(c) In connection with the termination of this Plan as of December 31, 1996 with respect to any Non-Electing Outside Director according to the terms of Article III above, there shall be established a Pension Replacement Account as of such date. The opening balance credited to the Pension Replacement Account shall be based upon a cash amount necessary to provide a stream of future payments to the Retired Non-Electing Outside Director that is substantially equivalent to the Pension Benefit accrued under this Plan through December 31, 1996 (the "Accrued Amount"). The Accrued Amount shall be determined according to a procedure developed by the Plan's outside advisors and approved by the Committee, as set forth on Appendix A hereto.

The Pension Replacement Account shall be denominated in shares of Company common stock. The opening balance shall be a credit equal to the number of shares of such stock that could have been purchased with the Accrued Amount at the average of the closing prices thereof on each business day during the immediately preceding month. As of any dividend record date for the Company common stock, the Pension Replacement Account will be credited with additional shares equal to the number of shares of Company common stock that could have been purchased, at the closing price of such shares on such date, with the amount that would have been paid as dividends on that number of shares (including fractions of a share) then attributed to the participant's Pension Replacement Account. In the case of dividends paid in property other than cash, the amount of the dividend shall be deemed to be the fair market value of the property at the time of the payment of the dividend, as determined in good faith by the Committee.

At the Committee's option, a "rabbi trust" may be established with an independent trustee, and shares of Company common stock transferred thereto on behalf of each Non-Electing Outside Director in an amount corresponding to the balance in his or her Pension Replacement Account at the time of transfer. Thereafter, any dividends paid on shares of Company common stock held in the rabbi trust will also be deposited to the trust account and will be reinvested by the trustee in Company common stock and held there until the date for payment of each of the one or more remaining equal annual installments of the balance in the Pension Replacement Account, as the Non-Electing Outside Director shall have specified by his election pursuant to this Section 4.3(c).

Commencing the first day of the quarter following the Retired Non-Electing Outside Director's retirement, the Pension Replacement Account shall be payable in Common Shares in up to ten (10) equal annual installments or, at his or her election made before June 30, 1996, in one installment payable as soon as feasible following retirement. If the Retired Non-Electing Outside Director dies prior to having received all annual installments, then the balance in the Pension Replacement Account shall be payable to the beneficiary designated by the Retired Non-Electing Outside Director prior to his or her death in accordance with procedures established by the Committee.

Article V
ADMINISTRATION

5.1 Except as provided in Section 5.2, the Committee shall mean the Committee on Directors of the Board or any successor committee of the Board. The Committee shall have full power and authority to administer the Plan, including the power to (i) promulgate forms to be used with respect to the Plan, (ii) promulgate rules of Plan administration, (iii) settle any disputes as to rights or benefits arising from the Plan, (iv) interpret the Plan and (v) make such decisions or take such action as the Committee, in its sole discretion, deems necessary or advisable to aid in the proper administration of the Plan. Any decision made by the Committee shall be final and binding on all persons.

5.2 Following a Change of Control, the Committee shall be the Committee as constituted immediately prior to the Change of Control with such changes in the membership thereof as may be approved from time to time following the Change of Control by a majority of the members of such Committee as constituted at the applicable time. The Company shall have no right to appoint members to or to remove members from the Committee following a Change of Control.

Article VI
FINANCING

The obligation to pay pension benefits or the balance in a Pension Replacement Account under the Plan shall constitute a general obligation of the Company in accordance with the terms of the Plan. A Director shall have only an unsecured right to payment thereof out of the general assets of the Company.

Article VII
MISCELLANEOUS

Exhibit 10-G

COLGATE-PALMOLIVE COMPANY
STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
EFFECTIVE JANUARY 1, 1997

1. Purpose. The purpose of the Colgate-Palmolive Company Stock Plan for Non- Employee Directors (the "Plan") is to attract and retain qualified persons to serve as directors of Colgate-Palmolive Company, a Delaware corporation (the "Company"), to enhance the equity interest of directors in the Company, to solidify the common interests of its directors and stockholders, and to encourage the highest level of director performance by providing them with a proprietary interest in the Company's performance and progress, by crediting them annually with shares of the Company's Common Stock, par value $1.00 per share (the "Common Stock"). This Plan shall supersede the Company's Stock Purchase Plan for Non-Employee Directors and the Stock Compensation Plan for Non-Employee Directors, both of which shall terminate on the effective date of this Plan.

2. Effective Date and Term. The Plan shall be effective as of January 1, 1997, provided that it is approved by the stockholders at the Annual Meeting that occurs in 1996. The Plan shall remain in effect until terminated by action of the Board of Directors of the Company (the "Board").

3. Participation. All Non-Employee Directors shall participate in the Plan. The term "Non-Employee Director" means any individual who is a member of the Board as of January 1, 1997, or who becomes a member of the Board thereafter during the term of the Plan and in each case during such periods as he or she is not a full-time employee of the Company or any of its subsidiaries.

4. Administration; Amendment. (a) The Plan will be administered by the Employee Relations Committee of the Company (the "Committee"), the members of which are appointed from time to time by the Board, which shall have full power and authority to interpret and construe the Plan, to establish, amend and rescind rules and regulations relating to the Plan, and to take all such actions and make all such determinations in connection with the Plan as it may deem necessary or desirable.

(b) The Board may from time to time make such amendments to the Plan as it may deem proper and in the best interest of the Company without further approval of the Company's stockholders, unless and to the extent required to qualify transactions under the Plan for exemption under Rule 16b-3 ("Rule 16b-3") promulgated under Section 16 of the Securities Exchange Act of 1934, as amended from time to time (the " Exchange Act" ).

(c) Subject to the above provisions, the Board shall have authority, without stockholder approval, to amend the Plan to take into account changes in law and tax and accounting rules as well as other developments, including without limitation, new rules which may be promulgated under Section 16 of the Exchange Act, as amended from time to time, and to grant awards which qualify for beneficial treatment under such rules.

5. Shares. (a) Each Non-Employee Director shall receive compensation at the rate of 1,300 shares of Common Stock per year. However, each Non-Employee Director who has elected, prior to the effective date hereof, to continue to participate in the Colgate-Palmolive Company Pension Plan for Outside Directors as Amended and Restated effective May 2, 1996, shall receive compensation at the rate of 1,050 shares of Common Stock of the Company per year. Payments shall be made annually on the third business day following the date of the public announcement of the Company's annual sales and earnings. Either authorized but unissued or Treasury shares shall be used for this purpose. The shares paid pursuant to this Plan shall be in addition to any other compensation to which a Non-Employee Director may be entitled. Each Non- Employee Director will be required to represent that the shares are to be held for investment purposes and not with a view to or for resale or distribution except in compliance with the Securities Act of 1933, as amended from time to time (the "Securities Act") and to

give a written undertaking, in form and substance satisfactory to the Company, that he or she will not publicly offer or sell or otherwise distribute the shares other than (i) in the manner and to the extent permitted by Rule 144 of the Securities and Exchange Commission under the Securities Act, (ii) pursuant to any other exemption from the registration provisions of the Securities Act or (iii) pursuant to an effective registration statement.

(b) If an individual becomes a Non-Employee Director during a calendar year, he or she shall receive for that year the number of shares equal to the product of (i) the number of shares to which he or she would have been entitled to under Section 5(a) had he or she been a Non-Employee Director for the full calendar year, and (ii) the fraction obtained by dividing (x) the number of calendar months during such calendar year that such person was a Non-Employee Director by (y) 12; provided, that for purposes of the foregoing a partial calendar month shall be treated as a whole month. Payments for such an individual shall be made on the third business day following the date of the next public announcement of the Company's sales and earnings.

6. Adjustments In the event of any change in the Common Stock of the Company, through the declaration of stock dividends, through recapitalization resulting in stock split-ups or combinations of shares, or as the result of similar events, appropriate adjustments shall be made by the Committee in the number and kind of shares to be paid pursuant to the Plan.

7. Election to Defer Shares. (a) Each Non-Employee Director may make an irrevocable election on an annual basis to defer receipt of all or part of the shares granted under this Plan (the "Deferral Election"). In order to make a Deferral Election pursuant to this Section 7(a), a Non-Employee Director must deliver to the Secretary of the Company a written notice of the Deferral Election setting forth the number of shares to be deferred on such form as may be prescribed by the Committee. The Deferral Election may also specify that the Non-Employee Director elects to receive distribution of his or her Director's Trust Account (as defined below) in accordance with Section 7(c) in a lump sum (a "Lump Sum Delivery Election"), or in installments over a period of less than ten years (a "Specific Installment Election"). The written notice of the Deferral Election must be delivered no later than the December 31 prior to the commencement of the calendar year to which the Deferral Election relates. In the case of individuals who become Non-Employee Directors during a calendar year, this notice must be delivered within thirty days after the date on which the individual becomes a Non-Employee Director. The Deferral Election made pursuant to this Section 7(a) shall remain in effect for subsequent years unless a subsequent different Deferral Election is permitted and made in accordance with this Section 7(a).

(b) The Committee may establish a trust for the benefit of the Non-Employee Directors on such terms and conditions as the Committee shall determine (the "Plan Trust"), the assets of which shall be subject to the claims of the Company's creditors. All shares deferred pursuant to this Section 7 shall be delivered to the Plan Trust and shall be credited to the account of each Non- Employee Director in accordance with his or her Deferral Election (the "Director's Trust Account"), and held for delivery in accordance with the terms of this Plan; and all earnings of a Director's Trust Account (including without limitation dividends on shares held therein) shall be reinvested by the trustee in Common Stock.

(c) All distributions from a Director's Trust Account under the Plan Trust shall be made to the Non-Employee Director (or, in the event of an eligible Non-Employee Director's death, his or her designated beneficiary) in ten annual installments commencing as soon as practicable following the cessation of his or her services as a NonEmployee Director. However, if the Non-Employee Director has in effect a valid Lump Sum Delivery Election or a valid Specific Installment Election pursuant to Section 7(a), such distributions shall be made in a lump sum, or in the specified number of installments, as the case may be, commencing as soon as practicable following the cessation of his or her services as a Non-Employee Director. Distributions will be made in shares unless the Committee otherwise determines, in accordance with the terms of the Plan Trust. If such shares are to be distributed in installments, such installments shall be equal, provided, that if in order to equalize such installments, fractional shares would have to be delivered, such installments shall be adjusted by rounding to the nearest whole share. If any such shares are to be delivered after the Non-Employee Director has died or become legally incompetent, the

Committee shall deliver promptly all remaining undelivered shares to the Non- Employee Director's designated beneficiary or legal guardian, respectively. References to a Non-Employee Director in this Plan shall be deemed to refer to the Non-Employee Director's designated beneficiary or legal guardian, where appropriate.

(d) Nothing in the Plan or the Plan Trust shall confer on any individual any right to continue as a director of the Company or interfere in any way with the right of the Company to terminate the individual's service as a director at any time.

(e) A Non-Employee Director shall be entitled to early distribution of all or part of his or her Director's Trust Account in the event of an "Unforeseeable Emergency", in accordance with this paragraph. An "Unforeseeable Emergency" means severe financial hardship to the Non-Employee Director resulting from a sudden and unexpected illness or accident of the Non-Employee Director or a dependent of the Non-Employee Director, loss of the Non-Employee Director's property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Non- Employee Director. A distribution pursuant to this paragraph may only be made to the extent reasonably needed to satisfy the emergency need, and may not be made if such hardship is or may be relieved (i) through reimbursement or compensation by insurance or otherwise, (ii) by liquidation of the Non-Employee Director's assets to the extent such liquidation would not itself cause severe financial hardship, or (iii) by cessation of participation in the Plan prospectively. The determination of whether and to what extent a distribution is permitted pursuant to this paragraph shall be made by the Committee.

8. Election to Receive Cash. Each Non-Employee Director may make an annual irrevocable election to receive cash in lieu of shares of Common Stock granted under, and not deferred pursuant to Section 7 of, this Plan, in an amount not to exceed the amount needed to satisfy tax obligations related to the grant (the "Cash Election"), subject to and under the applicable rules and regulations promulgated from time to time by the Employee Relations Committee pursuant to
Section 4(a) of this Plan. In order to make a cash election pursuant to this
Section 8, a Non Employee Director must deliver to the Secretary of the Company a written notice of the Cash Election setting forth the amount of shares to be distributed in the form of cash. The written notice of Cash Election must be delivered no later than December 31 prior to commencement of the calendar year to which the Cash Election relates, or such later date as may be permitted by the Committee and as permitted under Rule 16b-3. The amount of cash received pursuant to a Cash Election shall be equal to the mean between the high and low prices of the Common Stock on the New York Stock Exchange composite tape (the "Fair Market Value" ) on the third business day following the date of the public announcement of the Company's annual sales and earnings multiplied by the amount of shares set forth in the Cash Election.

9 Purchase of Shares. (a) Subject to Section 9(b), each Non-Employee Director may make an irrevocable election to use all or a stated percentage (in increments of 25%) of his or her non-deferred cash compensation as a Non- Employee Director (including non-deferred retainer fees as a committee chairman, if applicable, to be earned during the forthcoming calendar year and attendance fees earned during the current year) to have purchased Common Stock on his or her behalf (the "Share Purchase Election"). The maximum amount of compensation that may be used by a Non-Employee Director in any year to purchase shares under this Plan shall not exceed $100,000.00. In order to make a Share Purchase Election pursuant to this Section 9(a), a Non-Employee Director must deliver to the Secretary of the Company a written notice setting forth the percentage (in increments of 25%) of the Non-Employee Director's total non-deferred cash compensation to be used to purchase Common Stock of the Company. All shares of Common Stock of the Company purchased pursuant to this Section must be held at least until six months have elapsed from the date of such purchase.

(b) It is the intention of this Plan that Non-Employee Directors shall have the ability to make a Stock Purchase Election on an annual basis provided that such annual Stock Purchase Election would not cause the Plan or transactions under the Plan to fail to comply with Rule 16b-3. Subject to the preceding limitation, a Non-Employee Director may make a Stock Purchase Election on an annual basis no later than the December 31 prior to the commencement of the calendar year to which the Stock Purchase Election relates, or such later date as may be

permitted by the Committee and as may be permitted under Rule 16b-3. Any Stock Purchase Election made pursuant to Section 9(a), shall remain in effect for subsequent calendar years unless a subsequent different Stock Purchase Election is permitted and made in accordance with this Section, which subsequent Stock Purchase Election shall then be applied to subsequent calendar years.

(c) All purchases of Common Stock under the Plan shall be made either on the open market or issued out of treasury stock of the Company on the third business day following the date of release of the Company's annual sales and earnings. Shares issued by the Company shall be priced at the Fair Market Value on such date. Brokerage fees and any other transaction costs related to open market purchases shall be paid by the Company. Shares purchased pursuant to this
Section 9 shall be registered in the name of and delivered to the Non-Employee Director. Adjustments will be paid in cash for any fractional shares.

10. Deferral of Certain Transactions. Any transaction effected pursuant to this Plan that is deemed to be a "Discretionary Transaction" (as defined in Rule 16b-3) that occurs within six months of an "opposite way" discretionary transaction (as described in Rule 16b-3(f) thereunder) is automatically voided and will be deferred until six months have elapsed from the date of the most recent "opposite way" discretionary transaction under any Plan of the Company.

Exhibit 10-H

COLGATE-PALMOLIVE COMPANY
RESTATED AND AMENDED DEFERRED
COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS,
as amended October 9, 1997

The purpose of the Deferred Compensation Plan for Non-Employee Directors is to assist Colgate-Palmolive Company (the "Company") in attracting and retaining qualified individuals to serve as directors and provide directors with increased flexibility in timing the receipt of fees owing to them for service on, and attending meetings of, the Company's board of directors (the "Board") and committees thereof.

The Plan shall be effective, as amended and restated herein, as of October 9, 1997.

ARTICLE 1. DEFINITIONS

Whenever used in the Plan, the following terms shall have the meaning set forth or referenced below:

(a) "Business Day" means a day except for a Saturday, Sunday or a legal holiday.

(b) "Closing Price" means the closing price of the Common Stock as reported in the New York Stock Exchange Composite Transactions published in The Wall Street Journal.

(c) "Committee" means the Company's Employees Relations Committee, which is a committee consisting of at least three employees of the Company designated from time to time by the Board.

(d) "Common Stock" means (i) the common stock, $1.00 par value per share, of the Company, adjusted as provided in Section 2.8, or (ii) if there is a merger or consolidation and the Company is not the surviving corporation thereof, the capital stock of the surviving corporation given in exchange for such common stock of the Company.

(e) "Compensation" means all cash remuneration paid to a Director for services to the Company as a Director, other than reimbursement for expenses, and shall include retainer fees for service on, and fees for attendance at meetings of, the Board and any committees thereof.

(f) "Director" means any individual serving on the Board who is not an employee of the Company or any of its subsidiaries or affiliates.

(g) "Participant" means a Director who has filed an election to participate in the Plan under Section 2.2 of the Plan with regard to any Plan Year, or who has deferred Compensation pursuant to this Plan.

(h) "Plan" means the Colgate-Palmolive Company Restated and Amended Deferred Compensation Plan for Non-Employee Directors.

(i) "Plan Year" means the calendar year.

(j) "Stock Account" means the account which reflects the Compensation deferred by a Participant pursuant to Section 2.2.

(k) "Stock Credit" means a credit to a Participant's Stock Account, calculated pursuant to Section 2.4.

ARTICLE 2. PARTICIPATION IN THE PLAN

(a) Each Director may elect to defer payment of all or any portion (in increments of 25%) of his or her Compensation that is payable during the immediately succeeding Plan Year. Such election must be made by December 31 of the Plan Year preceding the Plan Year in which such Compensation otherwise would be paid.

(b) An election to defer any Compensation under Section 2.2(a) above shall be: (i) in writing, (ii) delivered to the Committee, and (iii) irrevocable. A Director may file a new election each Plan Year applicable to the immediately succeeding Plan Year. If no election or revocation of a prior election is received by December 31 of any Plan Year, the election, if any, in effect for such Plan Year will continue to be effective for the immediately succeeding Plan Year. If a Director does not elect to defer Compensation payable to him during a Plan Year, all such Compensation shall be paid directly to such Director in accordance with resolutions adopted by the Board from time to time.

(a) Distribution of a Participant's Stock Account shall commence in accordance with such Participant's election, provided, however, that no such distribution of any Stock Credits shall commence until six months after the date a Participant's Stock Account has been credited with such Stock Credits. If the date elected by a Participant for commencement of such distribution is not a Business Day, such distribution shall commence on the next succeeding Business Day.

(b) A Participant shall elect the number of annual installments (from one through ten) in which his or her Stock Account shall be paid. The Committee shall distribute such Stock Account in accordance with such election or, if no such election is made, in a single installment. Such payment or payments shall be in amounts determined pursuant to Section 2.6 below, and shall be made on the date specified pursuant to Section 2.5(a) above, and such date of each succeeding Plan Year as applicable.

(c) A Participant's elections referred to in paragraphs (a) and (b) above must be in writing and be delivered to the Committee with such Participant's election pursuant to Section 2.2. Unless such elections are made irrevocable by their terms, a Participant, at any time on or before December 1 of the Plan Year preceding the Plan Year in which distribution of such Participant's Stock Account is to commence, may request that such elections be changed. Such request must be in writing and must be delivered to the Committee prior to such December 1. The Committee shall have the sole discretion to permit or deny such request.

(d) Distribution of a Participant's Stock Account shall be made only in shares of Common Stock .

ARTICLE 3. THE COMMITTEE

ARTICLE 4. MISCELLANEOUS

Exhibit 10-J

COLGATE-PALMOLIVE COMPANY
1987 STOCK OPTION PLAN
As amended November 1, 1996

Section 1. Purpose -- The purpose of the Colgate-Palmolive Company 1987 Stock Option Plan (the "Plan") is to promote the interests of Colgate-Palmolive Company (the "Company") and its stockholders by (a) providing incentives for executives and other key employees, (b) encouraging stock ownership by such employees by providing them with a means to acquire a proprietary interest in the Company, and (c) aiding in attracting and retaining executives of the caliber necessary for the continued growth and profitability of the Company.

Section 2. Administrative -- The Plan shall be administered by a Committee (the "Committee") consisting of not less than two directors of the Company to be appointed from time to time by the Board of Directors. Each member of the Committee shall be a "Non-Employee Director" within the meaning of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended. The Committee shall administer and interpret the Plan and may establish and amend rules and regulations therefor. The Committee shall select participants and determine the amounts, times, forms, terms and conditions of grants. Any decision made or action taken by the Committee arising out of or in connection with the interpretation or administration of the Plan shall be final and conclusive. No member of the Committee shall be liable for any action or determination made in good faith with respect to the Plan.

Section 3. Grants -- (a) Grants under the Plan may be in the form of options to purchase shares of the Company's common stock, stock appreciation units and equity units. Limited rights, as described in section 12, may also be granted. Options, stock appreciation units, equity units and limited rights are herein called "stock incentives". Stock incentives may be granted from time to time under the Plan for up to an aggregate of 20,000,000 shares of common stock of the Company plus the number of shares (not to exceed 1,000,000 shares) that were available, but not used, under the Company's 1977 Stock Option Plan. Either authorized but unissued shares or reacquired shares may be used for grants. The Company may purchase shares required for this purpose. The number of shares of common stock available under the Plan shall be reduced by the number of shares subject to options and, if stock appreciation units and equity units are granted other than in conjunction with options, the number of stock appreciation units and equity units granted, and increased by the number of shares subject to options that terminate or are cancelled other than as a result of the exercise of a stock incentive granted in conjunction with such options and the number of stock appreciation units and equity units granted in conjunction with options, that terminate or are cancelled. In no event will the determination of the number of shares available be calculated in a manner inconsistent with applicable laws and regulations as in effect from time to time.

(b) The Committee, in its discretion, may, from time to time, implement, amend or terminate a stock option replacement feature to the Plan, as provided for herein (the "Stock Option Replacement Feature"). When implemented, the Stock Option Replacement Feature shall provide that if a Participant exercises an option or a portion

thereof by using shares of common stock in payment of the option price (which shares shall have been owned by the Participant for at least six (6) months), the Participant shall, without further action by the Committee, be granted a new option (a "Replacement Option") to purchase shares of common stock equal to the number of shares of common stock used in payment of the exercise price and the number of shares withheld for tax in respect of the exercise. The grant of the Replacement Option shall occur, simultaneous with the exercise of the option in accordance with the conditions hereof, and shall have an option price equal to the fair market value of the common stock on the date of grant of the Replacement Option.

A Replacement Option (a) shall not be exercisable until at least six months after the date of grant, (b) shall have an expiration date no later than the date on which the original option (with respect to which the Replacement Option was granted) would have expired by its terms, (c) may not be granted more than twice each year to the same Participant, and (d) shall comply with all other provisions of this Plan.

Subject to the foregoing, the Committee shall, in addition to all other powers granted to the Committee under the Plan, have the power to designate (a) the date the Replacement Option shall be exercisable (or become vested), (b) the expiration date of the Replacement Option and (c) any limitations on the frequency of the grants of Replacement Options to any Participant. In addition, the Committee may establish, as a condition to the grant of Replacement Options, a requirement that the recipient agrees not to resell "Excess Shares" (as hereinafter defined) received in connection with such grant for a period of time not to exceed two years. As used herein, "Excess Shares" shall mean the number of shares received upon exercise of the option (with respect to which the Replacement Option was granted) in excess of the number of shares tendered as payment for such exercise.

Section 4. Participation -- Employees eligible for stock incentives shall be selected by the Committee from time to time from among those executives and other key employees of the Company and its subsidiaries who are in a position to contribute materially to the success of the Company.

Section 5. Conditions -- (a) Stock incentives may be evidenced by stock incentive agreements, which shall be subject to the applicable provisions of the Plan and contain such other provisions as the Committee shall determine from time to time. A stock incentive may be exercised at one time or in such installments over the balance of the exercise period as may be provided in the stock incentive agreement.

(b) The option price per share shall be not less than the Fair Market Value of the common stock on the date each option is granted.

(c) The Committee may permit the voluntary surrender of all or a portion of any stock incentive to be conditioned upon the granting of a new stock incentive.

(d) In the event of a Change of Control of the Company, then notwithstanding any provision of this section or of any provision of any stock incentive agreements to the contrary, all stock options, stock appreciation units and equity units which have not terminated and which are then held by any participant shall, as of such Change of Control, become immediately exercisable (subject, however, to the restrictions on surrender of stock appreciation units and equity units for cash as set forth in paragraph (c) of section 9) without regard to the exercise period specified in any relevant stock incentive agreement.

Section 6. Exercise of stock Incentives -- (a) Subject to paragraph (a) of
Section 5, each stock incentive will be exercisable in whole or in part from time to time, prior to its cancellation or termination, by written notice to the Company specifying the number of shares or units, as the case may be, with respect to which it is being exercised. If any option is being exercise, such notice shall be accompanied by payment in full of the purchase price by cash or check or in other form acceptable to the Committee, including shares of common stock of the Company or partly in cash or check and partly in such shares, except that the Committee may, from time to time, impose limits and conditions on the use of such shares for payment. The Committee may alternatively permit, under such terms and conditions as it may establish from time to time, payment methods for option exercises which will enable a participant to pay the exercise price of an option, and any applicable withholding taxes, from the proceeds of the sale of shares received as a result of the exercise of such option. Certificates for shares to be received upon the exercise of stock incentives will be delivered in regular course. Fractional shares will not be issued. No stock options may be exercised by a participant who is subject to Section 16(b) of the Securities Exchange Act of 1934 (the "Exchange Act") within six months from the date of grant thereof, except in the event of death or disability of the participant prior to the expiration of such sex month period.

(b) Except as provided in section 16(h), a stock incentive may be exercised during the life-time of the participant only by the participant and after his or her death only by the persons to whom the stock incentive has been transferred by will or by laws of descent and distribution. Stock incentives are not otherwise transferable. Stock appreciation units granted with respect to incentive stock options may be exercised only when the Fair Market Value of the common stock subject to the related option exceeds the exercise price thereof.

(c) Upon the exercise of one or more stock appreciation units granted in conjunction with a stock option, such option shall be cancelled with respect to an equal number of shares and an equal number of equity units granted in conjunction therewith, if any, shall be cancelled. Upon the exercise of one or more equity units granted in conjunction with a stock option, such option shall be cancelled with respect to an equal number of shares and an equal number of stock appreciation units granted in conjunction therewith, if any, shall be cancelled. Upon the exercise of a stock option for one or more shares, an equal

number of stock appreciation units and an equal number of equity units granted in conjunction therewith, if any, shall be cancelled.

Section 7. Use of Proceeds -- Proceeds, if any, from the exercise of options pursuant to the Plan will be used for general corporate purposes.

Section 8. Termination of Stock Incentives -- Each stock incentive will terminate upon the earlier of (a) or (b) below.

(a) The date fixed by the Committee when the stock incentive is granted as set forth in the relevant stock incentive agreement.

(b) Termination of employment or, to the extent the stock incentive was then exercisable, three months after the participant's termination of employment, except as follows:

(i) If the participant dies while an employee, or within three months after termination of employment, the stock incentive may be fully exercised (whether or not the stock incentive was fully exercisable), at any time or from time to time within three years after the date of death.

(ii) If the participant retires after attaining age 65, or earlier with the consent of the Company, or if employment is terminated by disability, the stock incentive may be fully exercised (whether or not the stock incentive was fully exercisable, unless provided otherwise in the stock incentive agreement) within three years after the date of such retirement or termination.

(iii) If the Committee determines that the stock incentive may be exercised (whether or not it was fully exercisable) for a longer period of time.

Notwithstanding anything hereinabove to the contrary, if a participant's employment is terminated for cause, his or her ability to exercise the stock incentive shall terminate on the date of termination of employment. For this purpose, the determination of the Committee as to whether employment was terminated for cause shall be final.

Section 9. Stock Appreciation Units and Equity Units -- (a) Stock appreciation units and equity units may be granted on a "free-standing" basis or in conjunction with all or a portion of the shares covered by an option, either at the time of stock grant of the option or at any time thereafter during the term of the option.

(b) Each stock appreciation unit and each equity unit shall entitle the holder thereof to elect, prior to its cancellation or termination, to exercise such stock appreciation unit or equity unit and receive either cash or shares of common stock or both, as the Committee may determine, in an aggregate amount equal in Fair Market Value on the date of such election to the following:

(i) In the case of a stock appreciation unit, the excess, if any, of the Fair Market Value of a share of common stock on the date of such election over the Fair Market Value of a share of common stock on the date of grant of the stock appreciation unit.

(ii) In the case of an equity unit, the remainder of (A) the sum of the dividend equivalents credited under paragraph (d) plus the Equity Per Share on the date of exercise minus (B) the Equity Per Share on the date of grant. The number of shares which may be issued upon exercise of an equity unit may not exceed the number of equity units exercised and the balance will be payable in cash, subject to the terms of the Plan.

(c) Stock appreciation units or equity units may be exercised only as provided under their terms. In addition, the following provisions shall apply:

(i) No stock appreciation units or equity units may be exercised by a participant who is subject to Section 16(b) of the Exchange Act within six months from the date of grant thereof, except in the event of death or disability of the participant prior to the expiration of the six months.

(ii) Stock appreciation units or equity units may be surrendered for cash only during the period beginning on the third business day following the date of release of a summary statement of the Company's quarterly or annual sales and earnings and ending on the twelfth business day following such date of release. Payment of such cash may be deferred by the participant subject to such terms and conditions as may be prescribed by the Committee.

(iii) The Committee may disapprove an election to surrender any stock appreciation unit or equity unit for cash in full or partial settlement thereof.

(iv) In the event the Committee disapproves, in whole or in part, an election by a participant to surrender any stock appreciation unit or equity unit for cash, such disapproval shall not effect the participant's right to surrender the stock appreciation unit or equity unit currently for shares of common stock or at a later date for shares or cash, or his or her right to exercise the options currently or at a later date, to the extent otherwise exercisable, provided that any subsequent surrender for cash shall be similarly subject to the Committee's approval.

(d) Each equity shall be credited with an amount equal to dividends paid per share of common stock as of each record date from the date of grant of the equity unit until the date of exercise. Unless the Committee determines otherwise, dividend equivalents shall be paid only in accordance with paragraph
(b) (ii) of this section.

Section 10. Incentive Stock Options -- Each option granted under the Plan which is intended to be an incentive stock option as defined in Section 422A of the United States Internal Revenue Code shall be so designated. The aggregate fair market value (determined as of the time such option is granted) of the stock with respect to which

incentive stock options granted after 1986 are exercisable for the first time by such individual during any calendar year after 1986 under any option plan of his or here employer corporation and its parent and subsidiary corporation shall not exceed $100,000.

Section 11. Loans -- The Company may make loans to such participants as the Committee, in its discretion, may determine (including a participant who is a director or officer of the Company) in connection with the exercise of options granted under the Plan in an amount up to the exercise price of the option to be exercised plus any applicable withholding taxes. In no event may any such loan exceed the Fair Market Value, at the date of exercise, of the shares covered by the option, or portion thereof, exercised by the participant. Such loans shall be subject to such terms and conditions as the Committee shall determine. Every loan shall comply with all applicable laws, regulations and rules of the Federal Reserve Board and any other governmental agency having jurisdiction.

Section 12. Limited Rights -- (i) A limited right may be awarded by the Committee in connection with any option granted under the Plan with respect to all or some of the shares of common stock covered by such related option. A limited right may be granted either at the time the option is granted or thereafter at any time prior to the cancellation , exercise, forfeiture, termination or expiration of the option. A limited right may be exercised only during the thirty-day period beginning on a Change of Control of the Company. In addition, each limited right which has not terminated and which is then held by a participant shall be exercisable whether or not the related option is exercisable.

(ii) Upon the exercise of limited rights, the participant shall receive in cash an amount equal to the product computed by multiplying (a) the excess of (X) the highest Fair Market Value per share of common stock during the thirty-day period ending on the date the limited right is exercised over (Y) the option price per share of common stock at which the related option is exercisable by (b) the number of shares of common stock with respect to which the limited right is being exercised. Notwithstanding the foregoing, in the case of a limited right granted in respect of an incentive stock option, the holder may not receive an amount in excess of such amount as will enable such option to qualify as an incentive stock option.

(iii) Upon exercise of a limited right, such related option and any related stock appreciation unit and equity shall cease to be exercisable to the extent of the shares of common stock with respect to which such limited right is exercised. Upon the exercise or termination of a related option, the limited right with respect to such related option shall terminate to the extent of the shares of common stock with respect to which the related option was exercised or terminated.

Section 13. Foreign Stock Incentives -- The Committee may grant options to key employees who are subject to the tax laws of nations other than the United States, which options may have terms and conditions that differ from other options granted under the Plan for the purposes of complying with the foreign tax laws. The Committee may grant stock

appreciation units, equity units and limited rights to key employees without the grant of an accompanying option if the key employees are subject at the time of grant to the laws of a jurisdiction that prohibits them from owning common stock. The units and rights shall permit the key employees to receive cash at the time of any exercise of such units or rights.

Section 14. Adjustments -- In the event of any change in the common stock, through the declaration of stock dividends, through recapitalization resulting in stock split-ups or combinations of shares, or as the result of similar events, appropriate adjustment, to be determined by the Committee, shall be made in the number of shares subject to the Plan, in the number of shares and price per share of all shares subject to outstanding stock incentives and in the Fair Market Value or Equity Per Share on the date from which any increase therein is measured under stock appreciation units, equity units or limited rights. In the case of equity units, the Committee may make such adjustment to the computation of equity per share as the Committee deems equitable, in light of whether or not the grantee is entitled to the most recent dividend and whether or not the equity of the applicable balance sheet reflects the debiting of such dividend.

Section 15. Definitions -- (a) A Change of Control shall be deemed to have taken place upon (i) the acquisition by a third person, including a "group" as defined in Section 13(d) (3) of the Securities Exchange Act of 1934 of shares of the Company having 30% or more of the total number of votes that may be cast for the election of directors of the Company. (ii) shareholder approval of the acquisition of the Company, or substantially all of its assets, by another entity or of a merger, reorganization, consolidation or other business combination to which the Company is a party or (iii) the election during any period of 24 months or less of 50% or more of the directors of the Company where such directors were not in office immediately prior to such period.

(b) Fair Market Value shall be the mean between the high and low prices for the day on the New York Stock Exchange Composite Tape. In the absence of a reported sale, the mean between the high and low prices on the most recent date on which a sale was reported may be used.

(c) Equity Per Share as of any date means the common stockholder's equity, as stated in the most recent publicly available quarterly or annual consolidated balance sheet of the Company, divided by the number of shares of the Company's common stock and common stock equivalents outstanding as of the date of such balance sheet.

Section 16. General Provisions -- (a) No stock incentives may be exercised if such exercise and the receipt of cash or stock thereunder, would be contrary to law or the regulations of any duly constituted authority having jurisdiction over the Plan.

(b) Absence on leave approved by a duly constituted officer of the Company or any of its subsidiaries shall not be considered interruption or termination of service of any employee for any purposes of the Plan, except that no award may be granted to an employee while he or she is absent on leave.

(c) No participant shall have any rights as a stockholder with respect to any shares subject to his or her stock incentives prior to the date as of which he or she is actually recorded as the holder of the common stock covered by such stock incentives upon the stock records of the Company.

(d) Nothing in the Plan or any stock incentive granted hereunder shall confer upon any employee any right to continue in the employ of the Company or any of its subsidiaries or interfere in any way with the right of the Company or any of its subsidiaries to terminate his or her employment at any time.

(e) Any agreement may provide that stock issued upon exercise of any stock incentive may be subject to such restrictions, including, without limitation, restrictions as to transferability and restrictions constituting substantial risks of forfeiture, as the Committee may determine at the time such stock incentive is granted.

(f) The obligation of the Company to issue, transfer or deliver common stock under the Plan shall be subject to (a) the effectiveness of a registration statement under the Securities Act of 1933, as amended, with respect to such issue, transfer or delivery, if deemed necessary or appropriate by counsel for the Company, (b) the condition that the shares of common stock reserved for issuance, if any, shall have been listed (or authorized for listing upon official notice of issuance) upon each stock exchange on which outstanding shares of the same class may then be listed and (c) all other applicable laws, regulations, rules and orders which shall then be in effect.

(g) This Plan, insofar as it provides for cash payments, shall be unfunded, and the Company shall not be required to segregate any assets which may at any time be awarded under the Plan. Any liability of the Company to any person with respect to any grant under this Plan shall be based solely upon any contractual obligations which may be created by this Plan. No such obligation of the Company shall be deemed to be secured by any pledge of, or other encumbrance on, any property of the Company.

(h) In the event the Committee determines that a participant is incapacitated and unable to exercise stock incentives granted under the Plan, the Committee, in its discretion, may authorize the assignment of the power to exercise such stock incentives to a fiduciary, legal guardian or other individual whom the Committee deems appropriate based on the applicable facts and circumstances.

(i) The Company shall deduct from all payments and distributions under the Plan any taxes required to be withheld by federal, state or local governments. In case distributions are made in shares of common stock, the Company shall have the right to retain the value of sufficient shares to equal the amount of the tax required to be withheld in respect of such distributions. In lieu of withholding the value of shares, the Committee may require a recipient of a distribution in common stock to pay the Company for any such taxes required to be withheld upon such terms and conditions as the Committee may prescribe.

(j) Captions preceding the sections hereof are inserted solely as a matter of convenience and in no way define or limit the scope or intent of any provisions hereof.

(k) Any transaction effected pursuant to this Plan that is deemed to be a "Discretionary Transaction" as defined in Rule 16b-3(b) under the Securities Exchanged Act of 1934, as amended, that occurs within six months of an "opposite way" discretionary transaction (as described in Rule 16b-3(f) thereunder) is automatically voided and will be deferred until six months have elapsed from the date of the most recent "opposite way" discretionary transaction under any Plan of the Company.

Section 17. Amendment and Termination -- The Board of Directors may alter, suspend or terminate the Plan. Except as provided in section 14, the Board may not, however, increase the maximum number of shares which may be issued under the Plan in the aggregate, materially increase the benefits accruing to participants under the Plan or materially modify the requirements regarding eligibility for participation in the Plan or, without the consent of the holder thereof, alter or impair any stock incentive previously granted under the Plan. The Plan will terminate on April 30, 1997. No stock incentive may be granted after the termination of the Plan, but stock incentives previously granted may be exercised in accordance with their terms.

Exhibit 10-K(b)

STOCK INCENTIVE AGREEMENT
COLGATE-PALMOLIVE COMPANY

NON-QUALIFIED STOCK OPTION

Dated: November 7, 1997

Mr. Reuben Mark
Colgate-Palmolive Company
300 Park Avenue
New York, NY 10022-7499

Dear Mr. Mark:

This will confirm the following Agreement made as of the above date between you and the Colgate-Palmolive Company (the "Company") pursuant to the Company's 1997 Stock Option Plan, as amended (the "Plan"). If you have not received copies of the Plan and the Plan Prospectus, they are available from the Company at 300 Park Avenue, New York, NY 10022, Attention: Mr. Andrew D. Hendry, Senior Vice President, General Counsel and Secretary.

The Company hereby grants you non-qualified options (the "Options") to purchase from the Company a total of two million, six hundred thousand (2,600,000) shares of common stock of the Company in the amounts, at the exercise prices and on the other terms and conditions set forth below.

The Options will vest and become exercisable on the dates and in the amounts set forth below at the following prices:

             Number
           of Shares    Exercise Price
Tranche     Optioned       Per Share          Vesting Schedule
-------    ---------    --------------    -----------------------
   1         260,000     10% above FMV    50% immediately
                                          50% on November 7, 1998
   2         260,000     20% above FMV    50% immediately
                                          50% on November 7, 1999
   3         260,000     30% above FMV    50% immediately
                                          50% on November 7, 2000

             Number
           of Shares    Exercise Price
Tranche     Optioned       Per Share          Vesting Schedule
-------    ---------    --------------    -----------------------
   4          260,000    40% above FMV    50% immediately
                                          50% on November 7, 2001
   5          260,000    50% above FMV    50% immediately
                                          50% on November 7, 2002
   6        1,300,000    70% above FMV    50% immediately
                                          50% on November 7, 2002

For the purposes of the above table, Fair Market Value ("FMV") means the FMV on November 7, 1997, which equaled $62 3/8 per share of common stock.

The Options shall expire at 11:59 p.m. (Eastern Standard Time) on November 6, 2007, except as otherwise provided for herein or, if not so provided, in accordance with the Plan.

To encourage you further to promote the growth of the Company and, consequently, more rapid growth in the value of the common stock of the Company, the Options may expire prior to November 6, 2007 on either of the following dates:

(a) If the closing price per share of common stock of the Company shall not have equaled or exceeded $93.5625 (the "50% Hurdle") at least once prior to November 7, 2002, then the term of the Options, to the extent then unexercised, shall automatically expire at 12:01 a.m. (Eastern Standard Time) on November 7, 2002, without any further action on your part or the part of the Company.

(b) If the closing price per share of common stock of the Company shall not have equaled or exceeded $106.0375 (the "70% Hurdle") at least once prior to November 7, 2004, then the term of the Options, to the extent then unexercised, shall automatically expire at 12:01 a.m. (Eastern Standard Time) on November 7, 2004, without any further action on your part or the part of the Company.

For the purpose of determining the 50% Hurdle and the 70% Hurdle, closing price shall mean the daily closing price, as reported by the New York Stock Exchange Composite Transactions or other reporting system acceptable to the Personnel and Organization Committee of the Board of Directors of the Company.

Furthermore, in accordance with the determination of the Committee, as permitted under Paragraphs (f), (g) and (h) of Section 5 of the Plan, and anything in those Paragraphs to the contrary notwithstanding, (a) if your employment with the Company and its affiliates shall be involuntarily terminated, including without limitation involuntary retirement, death or Disability, the Options shall continue to vest and be exercisable in

accordance with the provisions of this Agreement for the term provided for above; and (b) if you voluntarily terminate your employment with or voluntarily retire from the Company and its affiliates, only those Options which had vested on or prior to the date of such termination or retirement shall continue to be exercisable in accordance with the provisions of this Agreement and such exercisable Options shall continue to be exercisable for the term provided for above.

In the event of any stock split, recapitalization or any other event referred to in the last paragraph of Section 3 of the Plan, (a) the number and kind of shares and the exercise price per share subject to the Options shall be subject to adjustment as provided in the Plan, and (b) the Committee shall make an appropriate adjustment to the 50% Hurdle and the 70% Hurdle to reflect the effect of such transaction on the market price of the common stock of the Company.

This Agreement and the Options are subject to all the terms, conditions, limitations and restrictions contained in the Plan, except as expressly provided for herein, and may not be assigned or transferred in whole or in part except as therein provided. For example, the Options may be transferred, in whole or in part, under guidelines approved by the Personnel and Organization Committee in accordance with the Plan, to immediate family members, or trusts, partnerships or other legal entities set up for the benefit of immediate family members. All terms which are not defined herein, but which are defined in the Plan, shall have the meanings attributed to them in the Plan. You shall not have any of the rights of a shareholder with respect to any of the shares which are the subject of this Agreement until such shares are actually issued to you.

To confirm the foregoing, kindly sign and return one copy of this Agreement as soon as possible.

Very truly yours,

COLGATE-PALMOLIVE COMPANY

By: _____________________________
Jill K. Conway, Chair
Personnel and Organization
Committee

________________________________           By: _____________________________
                                                  Andrew D. Hendry
                                                  Senior Vice President, General


                                                  Counsel and Secretary

                                                           YEAR ENDED DECEMBER
                                                                   31,
                                                           --------------------
                                                            1997   1996   1995
                                                           ------ ------ ------
BASIC
EARNING:
Net income................................................ $740.4 $635.0 $172.0
Deduct: Dividends on preferred shares.....................   21.1   21.4   21.6
                                                           ------ ------ ------
Net income applicable to common shares.................... $719.3 $613.6 $150.4
                                                           ====== ====== ======
SHARES (IN MILLIONS)
Weighted average shares outstanding.......................  295.3  293.3  290.4
                                                           ====== ====== ======
EARNINGS PER COMMON SHARE, BASIC.......................... $ 2.44 $ 2.09 $  .52
                                                           ====== ====== ======

                                                            YEAR ENDED DECEMBER
                                                                    31,
                                                            --------------------
                                                             1997   1996   1995
                                                            ------ ------ ------
DILUTED
EARNINGS:
Net income................................................  $740.4 $635.0 $172.0
Deduct: Dividends on preferred shares.....................      .5     .5   21.6
Deduct: Replacement funding...............................     2.7    4.8    --
                                                            ------ ------ ------
Net income applicable to common shares....................  $737.2 $629.7 $150.4
                                                            ====== ====== ======
SHARES (IN MILLIONS):
Weighted average shares outstanding.......................   295.3  293.3  290.4
Add: Assumed exercise of options reduced by the number of
 shares purchased with the proceeds.......................     6.9    5.1    5.1
Add: Assumed conversion of Series B Convertible Preference    22.9   23.3    --
 Stock....................................................  ------ ------ ------
Adjusted weighted average shares outstanding..............   325.1  321.7  295.5
                                                            ====== ====== ======
EARNINGS PER COMMON SHARE, DILUTED........................  $ 2.27 $ 1.96 $  .51
                                                            ====== ====== ======

                                                                  YEAR ENDED
                                                               DECEMBER 31, 1997
                                                               -----------------
Income before income taxes...................................      $1,102.3
ADD:
Interest on indebtedness and amortization of debt expense and
discount or premium..........................................         231.6
Portion of rents representative of interest factor...........          31.5
Interest on ESOP debt, net of dividends......................           3.2
LESS:
Income of less than fifty-percent-owned subsidiaries.........          (5.6)
                                                                   --------
Income as adjusted...........................................      $1,363.0
                                                                   ========
FIXED CHARGES:
Interest on indebtedness and amortization of debt expense and
discount or premium..........................................      $  231.6
Portion of rents representative of interest factor...........          31.5
Interest on ESOP debt, net of dividends......................           3.2
Capitalized interest.........................................          10.0
                                                                   --------
Total fixed charges..........................................      $  276.3
                                                                   ========
Ratio of earnings to fixed charges...........................           4.9
                                                                   ========

                                                                                       EXHIBIT 21
                                                                                      PAGE 1 OF 6


                         SUBSIDIARIES OF THE REGISTRANT
                         ------------------------------


                                                                State in which
                                                            Incorporated or Country
Name of Company                                               in which Organized
---------------                                               ------------------

Alexandril S.A.                                                  Uruguay
Arkay Pty Limited                                                Australia
Asia Pioneer Co., Ltd.                                           Hong Kong
Barbados Cosmetics Products Limited                              Barbados
Baser Kimya Sanayii Ve Ticaret Anonim Sirketi                    Turkiye
Baser Turketim Pazarlama Ve Ticaret Anonim Sirketi               Turkiye
Bella, S.A.                                                      France
Black Like Me (Proprietary) Limited                              South Africa
C-P Peru S.A.                                                    Peru
Cachet Investments Limited                                       Jersey Islands, U.K.
Chemtech (BVI) Co. Ltd                                           British Virgin Islands
Chet (Chemicals) (Proprietary) Limited                           South Africa
CKS, Inc.                                                        Delaware
Cleaning Dimensions, Inc.                                        Delaware
Cobelsa S.A.                                                     Argentina
Colgalive, S.A.                                                  Dominica Republic
Colgate (BVI) Limited                                            British Virgin Islands
Colgate (Guangzhou) Co. Ltd.                                     China
Colgate (U.K.) Limited                                           United Kingdom
Colgate Flavors and Fragrances, Inc.                             Delaware
Colgate Holdings Limited                                         United Kingdom
Colgate, Inc.                                                    Delaware
Colgate Music Direct                                             Delaware
Colgate Oral Pharmaceuticals, Inc.                               Delaware
Colgate Sports Foundation, Inc.                                  The Philippines
Colgate Venture Company, Inc.                                    Delaware
Colgate-Palmolive                                                France
Colgate-Palmolive                                                Ireland
Colgate-Palmolive & Cia                                          Colombia
Colgate-Palmolive A.B.                                           Sweden
Colgate-Palmolive A.G.                                           Switzerland
Colgate-Palmolive Adria d.o.o.                                   Slovenia
Colgate-Palmolive (America), Inc.                                Delaware
Colgate-Palmolive A/S                                            Denmark
Colgate-Palmolive Belgium S.A.                                   Belgium
Colgate-Palmolive Beteiligungsverwaltungs GmbH                   Germany
Colgate-Palmolive (B) Sdn. Bhd.                                  Brunei
Colgate-Palmolive (Blantyre) Limited                             Malawi
Colgate-Palmolive Bolivia, Ltda                                  Bolivia
Colgate-Palmolive (Borzesti) SRL                                 Romania
Colgate-Palmolive (Botswana) (Proprietary) Ltd                   Botswana
Colgate-Palmolive (Bulgaria) Ltd                                 Bulgaria
Colgate-Palmolive (C.A.) Inc. y Compania Limitada                Guatemala
Colgate-Palmolive Cameroun S.A.                                  Cameroon
Colgate-Palmolive Canada, Inc.                                   Canada

                                                                                                        EXHIBIT 21
                                                                                                        PAGE 2 OF 6


                                                                         State in which
                                                                     Incorporated or Country
Name of Company                                                         in which Organized
---------------                                                         ------------------
Colgate-Palmolive (Caribbean), Inc.                                        Delaware
Colgate-Palmolive (Central America), Inc.                                  Delaware
Colgate-Palmolive Central European Management Inc.                         Delaware
Colgate-Palmolive (Centro America) S.A.                                    Guatemala
Colgate-Palmolive (Ceylon) Limited                                         Sri Lanka
Colgate-Palmolive Charitable Foundation                                    Delaware
Colgate-Palmolive Chile S.A.                                               Chile
Colgate-Palmolive, Cia.                                                    Delaware
Colgate-Palmolive Co. (Jamaica) Ltd.                                       Jamaica
Colgate-Palmolive (Commerciale) Limitada                                   Mozambique
Colgate-Palmolive Compania Anonima                                         Venezuela
Colgate-Palmolive Company, Distr.                                          Puerto Rico
Colgate-Palmolive (Costa Rica), S.A.                                       Costa Rica
Colgate-Palmolive Cote d'Ivoire, S.A.                                      Ivory Coast
Colgate-Palmolive Czech Republic spol. s.r.o.                              Czechoslovakia
Colgate-Palmolive de Paraguay, S.A.                                        Paraguay
Colgate-Palmolive de Puerto Rico, Inc.                                     Delaware
Colgate-Palmolive del Ecuador, S.A.                                        Ecuador
Colgate-Palmolive del Peru (Delaware) Inc. Secursal del Peru               Delaware
Colgate-Palmolive Deutschland Holding GmbH                                 Germany
Colgate-Palmolive Development Corp.                                        Delaware
Colgate-Palmolive Distribution Co. (Pty) Ltd                               Botswana
Colgate-Palmolive (Dominica), Inc.                                         Delaware
Colgate-Palmolive (Dominican Republic), Inc.                               Delaware
Colgate-Palmolive (East Africa) Limited                                    Kenya
Colgate-Palmolive (Eastern) Pte. Ltd                                       Singapore
Colgate-Palmolive (Egypt) S.A.E.                                           Egypt
Colgate-Palmolive Enterprises, Inc.                                        Delaware
Colgate-Palmolive Espana, S.A                                              Spain
Colgate-Palmolive Europe S.A.                                              Belgium
Colgate-Palmolive (Far East) Sdn Bhd                                       Malaysia
Colgate-Palmolive (Fiji) Limited                                           Fiji Islands
Colgate-Palmolive (Finance) (Pty) Limited                                  South Africa
Colgate-Palmolive G.m.b.H.                                                 Germany
Colgate-Palmolive Gabon                                                    Gabon
Colgate-Palmolive Gesellschaft G.m.b.H.                                    Austria
Colgate-Palmolive Global Trading Company                                   Delaware
Colgate-Palmolive (Gulf States) Ltd.                                       British Virgin Islands
Colgate-Palmolive (Guyana) Ltd                                             Guyana
Colgate-Palmolive Haci Sakir Sabun Sanayi ve Ticaret Anonim Sirket         Turkiye
Colgate-Palmolive (H.K.) Limited                                           Hong Kong
Colgate-Palmolive (Hellas) S.A. I.C.                                       Greece
Colgate-Palmolive Holding Argentina S.A.                                   Argentina
Colgate-Palmolive Holding Inc.                                             Delaware
Colgate-Palmolive Hungary Trading Unlimited Partnership                    Hungary
Colgate-Palmolive (Hungary) Manufacturing, Limited Liability Company       Hungary

                                                                                                           EXHIBIT 21
                                                                                                          PAGE 3 OF 6


                                                                              State in which
                                                                          Incorporated or Country
Name of Company                                                              in which Organized
---------------                                                              ------------------
Colgate-Palmolive, Inc.                                                        Delaware
Colgate-Palmolive (India) Limited                                              India
Colgate-Palmolive Industries (Private) Ltd                                     Zimbabwe
Colgate-Palmolive International Holdings B.V.                                  Netherlands
Colgate-Palmolive International Incorporated                                   Delaware
Colgate-Palmolive Investment Co., Inc.                                         Delaware
Colgate-Palmolive Investments, Inc.                                            Delaware
Colgate-Palmolive Investments (PNG) Pty Ltd                                    Papua New Guinea
Colgate-Palmolive (Latvia) SIA                                                 Latvia
Colgate-Palmolive Limited                                                      New Zealand
Colgate-Palmolive, Ltda                                                        Brazil
Colgate-Palmolive (Malaysia) Sdn Bhd                                           Malaysia
Colgate-Palmolive (Marketing)  Sdn Bhd                                         Malaysia
Colgate-Palmolive Mennen Limited                                               United Kingdom
Colgate-Palmolive (Middle East Exports) Ltd.                                   British Virgin Islands
Colgate-Palmolive (Mocambique) Limitada                                        Mozambique
Colgate-Palmolive Morocco                                                      Morocco
Colgate-Palmolive Nederland B.V.                                               Netherlands
Colgate-Palmolive (Nepal) Private Limited                                      Nepal
Colgate-Palmolive (New York), Inc.                                             Delaware
Colgate-Palmolive (Nigeria) Services Ltd.                                      Nigeria
Colgate-Palmolive NJ, Inc.                                                     New Jersey
Colgate-Palmolive Nordic A/S                                                   Denmark
Colgate-Palmolive Norge A/S                                                    Norway
Colgate-Palmolive Senegal (ex NSOA) S.A.                                       Senegal
Colgate-Palmolive Participacoes e Investimentos Imobiliarios, S.A.             Portugal
Colgate-Palmolive The Philippines, Inc.                                        The Philippines
Colgate-Palmolive Peru S.A.                                                    Peru
Colgate-Palmolive (PNG) Pty Ltd                                                Papua New Guinea
Colgate-Palmolive (Poland) Sp. z 0.0.                                          Poland
Colgate-Palmolive Pty Limited                                                  Australia
Colgate-Palmolive (Pty) Limited                                                South Africa
Colgate-Palmolive (Research & Development), Inc.                               Delaware
Colgate-Palmolive (Romania) SRL                                                Romania
Colgate-Palmolive, S.A.                                                        Portugal
Colgate-Palmolive, S.A. de C.V.                                                Mexico
Colgate-Palmolive (Slovakia) sro                                               Slovakia
Colgate-Palmolive Sociedad Anonima Industrial y Commercial                     Argentina
Colgate-Palmolive Son Hai Limited                                              Vietnam
Colgate-Palmolive S.p.A.                                                       Italy
Colgate-Palmolive SP                                                           Ukraine
Colgate-Palmolive Temizlik Urunleri Sanayi ve Ticart S.A.                      Delaware
Colgate-Palmolive (Thailand) Ltd.                                              Thailand
Colgate-Palmolive Transnational Inc.                                           Delaware
Colgate-Palmolive (Uganda) Limited                                             Uganda
Colgate-Palmolive (U.K.) Limited                                               United Kingdom

                                                                                           EXHIBIT 21
                                                                                          PAGE 4 OF 6


                                                                                 State in which
                                                                              Incorporated or Country
Name of Company                                                                  in which Organized
---------------                                                                  ------------------

Colgate-Palmolive (Zimbabwe), Inc.                                                 Delaware
Consumer Viewpoint Center, Inc.                                                    New Jersey
Cosmeticos Grasse Ltda.                                                            Chile
Cotelle S.A.                                                                       France
CP Adina S.A.                                                                      Colombia
CP Holding S.A.                                                                    France
CP Super Management Pty Ltd                                                        Australia
CPC Funding Company                                                                Delaware
CPIF, Inc.                                                                         Delaware
Cristasol, S.A.                                                                    Spain
Delpha, S.A.                                                                       France
Dental Pack Industria E Comercio Ltda                                              Brazil
Dentatech (BVI) Co. Ltd                                                            British Virgin Islands
Dimac Development Corp.                                                            Delaware
Direct Development, Inc.                                                           Massachusetts
Distribuidora Edison S.A.                                                          Argentina
Dominica Coconut Products Limited                                                  Dominica
EKIB, Inc.                                                                         Delaware
ELM Company Limited                                                                Bermuda
Empresa de Maquilas, S.A. de C.V.                                                  Mexico
Endeavon (PNG) Pty Ltd.                                                            Papua New Guinea
Fabnac Colgate-Palmolive S.A.                                                      Haiti
Fundacion Colgate-Palmolive Dominicana, N/A, Inc.                                  Dominican Republic
Global Trading and Supply Company                                                  Delaware
Hamol B.V.                                                                         Netherlands
Hamol, Ltd                                                                         Delaware
Hao Lai Chemical Co. Ltd.                                                          Taiwan
Hawley & Hazel (BVI) Company Ltd                                                   British Virgin Islands
Hawley & Hazel (Malaysia) Sdn Bhd                                                  Malaysia
Hawley & Hazel Chemical Co. (H.K.) Ltd.                                            Hong Kong
Hawley & Hazel Chemical Co. Singapore (Pte.) Ltd.                                  Singapore
Hawley & Hazel Chemical Company (Zhongshou) Limited                                China
Hawley & Hazel China Investment Limited                                            China
Hawley & Hazel Investment Co., Ltd.                                                Hong Kong
Hawley & Hazel Taiwan Corporation                                                  Taiwan
Herrick International Limited                                                      British Virgin Islands
Hill's Funding Company                                                             Delaware
Hill's Pet Nutrition B.V.                                                          Netherlands
Hill's International Sales FSC B.V.                                                Netherlands
Hill's Pet Nutrition Canada Inc.                                                   Canada
Hill's Pet Nutrition de Puerto Rico, Inc.                                          Puerto Rico
Hill's Pet Nutrition Espana, S.L.                                                  Spain
Hill's Pet Nutrition GmbH                                                          Germany
Hill's Pet Nutrition, Inc.                                                         Delaware
Hill's Pet Nutrition Ltd.                                                          United Kingdom
Hill's Pet Nutrition Manufacturing, B.V.                                           Netherlands

                                                                                                                    EXHIBIT 21
                                                                                                                   PAGE 5 OF 6


                                                                                    State in which
                                                                                Incorporated or Country
Name of Company                                                                    in which Organized
---------------                                                                    ------------------

Hill's Pet Nutrition Pty Limited                                                     Australia
Hill's Pet Nutrition Sales, Inc.                                                     Delaware
Hill's Pet Products (Benelux) S.A.                                                   Belgium
Hill's Pet Products de Mexico, S.A. de C.V.                                          Mexico
Hill's Pet Products (NZ) Limited                                                     New Zealand
Hill's Pet Products Manufacturing, B.V.                                              Netherlands
Hill's Pet Products S.p.A.                                                           Italy
Hill's Pet Products SNC                                                              France
Hill's Pet Products, Inc.                                                            Delaware
Hill's-Colgate (Japan) Ltd.                                                          Japan
Hopro Liquidating Corp.                                                              Ohio
Industrial Jabonera Ecuatoriana S.A.                                                 Ecuador
Industrias Quimicas Associadas Multiquim, S.A.                                       Ecuador
Inmobiliara Hills, S.A. de C.V.                                                      Mexico
Innovacion Creativa, S.A. de C.V.                                                    Mexico
Inter-Hamol, S.A.                                                                    Luxembourg
International Equitable Assocation (Industrial & Commercial) Limited                 Nigeria
K.G. Caviar Im-Und Export, GmbH & Co.                                                Germany
Kolynos Corporation                                                                  Delaware
Kolynos do Brasil Ltda                                                               Brazil
Laboratorios Farmapure, Inc.                                                         Puerto Rico
Lournay Sales, Inc.                                                                  Delaware
Mennen de Nicaragua, S.A.                                                            Delaware
Mennen Guatemala, S.A.                                                               Guatemala
Mennen Interamerica Limited                                                          Delaware
Mennen Investments Inc.                                                              Delaware
Mennen Limited                                                                       Delaware
Mennen Products (Pty) Ltd                                                            South Africa
Mennen South Africa, Ltd                                                             Delaware
Mission Hill's Property Corporation                                                  Delaware
Mission Hills, S.A. de C.V.                                                          Mexico
New Science, Inc.                                                                    Delaware
Norwood International Incorporated                                                   Delaware
ODOL Sociedad Anonima Industrial y Commercial                                        Argentina
Olive Music Publishing Corporation                                                   Delaware
Oraltech Company, Limited                                                            British Virgin Islands
Palmolive (Guangzhou) Co. Ltd.                                                       China
Paramount Research, Inc.                                                             Delaware
Pet Chemicals Inc.                                                                   Florida
Polyana S.A.                                                                         Uruguay
Princess House de Mexico, S.A. de C.V.                                               Mexico
Productors Halogenados Copalven, C.A.                                                Venezuela
P.T. Colgate-Palmolive Indonesia                                                     Indonesia
P.T. Hawley & Hazel Indonesia                                                        Indonesia
Purity Holding Company                                                               Delaware
Purity Music Publishing Corporation                                                  Delaware

                                                                                                       EXHIBIT 21
                                                                                                      PAGE 6 OF 6


                                                                                    State in which
                                                                                 Incorporated or Country
Name of Company                                                                    in which Organized
---------------                                                                    ------------------

Refresh Company Limited                                                               Dominica
Samuel Taylor Holdings B.V.                                                           Netherlands
Siam Purity Distribution Co. Ltd.                                                     Thailand
Societe Industriale de Bourbon, S.I.B.                                                Reunion
Softsoap Enterprises, Inc.                                                            Massachusetts
Somerset Collections Inc.                                                             Massachusetts
Southhampton-Hamilton Company                                                         Delaware
Syarika Tahara Sdn Bhd                                                                Malaysia
The Lournay Company, Inc.                                                             Delaware
The Mennen Company                                                                    New Jersey
The Murphy-Phoenix Company                                                            Ohio
VCA, Inc.                                                                             Delaware
Veterinary Companies of America, Inc.                                                 Delaware
Village Bath Products, Inc.                                                           Minnesota
Vipont Pharmaceutical, Inc.                                                           Delaware
XEB, Inc                                                                              New Jersey
ZAO Colgate-Palmolive (Russia)                                                        Russia

                                          /s/ Arthur Andersen LLP
New York, New York


March 24, 1998

             /S/ JILL K. CONWAY
       ------------------------------
Name:          Jill K. Conway

            /S/ RONALD E. FERGUSON
       ------------------------------
Name:          Ronald E. Ferguson

            /S/ ELLEN M. HANCOCK
       ------------------------------
Name:         Ellen M. Hancock

            /S/ DAVID W. JOHNSON
       ------------------------------
Name:          David W. Johnson

            /S/ JOHN P. KENDALL
       ------------------------------
Name:          John P. Kendall

            /S/ RICHARD J. KOGAN
       ------------------------------
Name:          Richard J. Kogan

            /S/ DELANO E. LEWIS
       ------------------------------
Name:          Delano E. Lewis

          /S/ HOWARD B. WENTZ, JR.
       ------------------------------
Name:        Howard B. Wentz, Jr.

              /S/ REUBEN MARK
       ------------------------------


Name:            Reuben Mark