March 27, 2008

Dear Fellow Colgate Stockholder:

You are cordially invited to attend our Annual Meeting of Stockholders on Thursday, May 8, 2008, at 10:00 a.m. in the Broadway Ballroom of the Marriott Marquis Hotel, 1535 Broadway, between 45th and 46th Streets, New York, New York 10036.

At the meeting, we will ask you to elect the Board of Directors, to ratify the selection of the independent registered public accounting firm and to increase the number of authorized shares of common stock. We will also review the progress of the Company during the past year and answer your questions.

This booklet includes the Notice of Annual Meeting and Proxy Statement. The Proxy Statement describes the business we will conduct at the meeting and provides information about the Company that you should consider when you vote your shares.

The Proxy Statement includes a section highlighting the Company’s corporate governance standards. The Company and its Board of Directors have a long-standing commitment to good governance, and the Board continuously reviews its governance practices to ensure that they promote shareholder value. In the past year, this ongoing review has resulted in the amendment of our by-laws to give stockholders the ability to call special meetings. Also in 2007, all members of the Board of Directors attended a director education program that was designed specifically for Colgate. We invite you to review the governance section beginning on page 4 of the Proxy Statement to learn more about our continuing commitment to excellence in corporate governance.

Beginning this year, we are pleased to take advantage of the new Securities and Exchange Commission rule allowing companies to furnish proxy materials to their stockholders over the Internet. We believe that this new e-proxy process will expedite stockholders’ receipt of proxy materials and lower the costs and reduce the environmental impact of our Annual Meeting. If you received a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) by mail, you will not receive a printed copy of the proxy materials, unless you request one. The Notice of Internet Availability contains instructions on how to access and review all of the information contained in this Proxy Statement and our Annual Report as well as how to submit your proxy via the Internet. Beginning on March 27, 2008, we plan to mail a printed copy of the proxy materials to our registered stockholders who have not consented to electronic delivery of their proxy materials and the Notice of Internet Availability to all of our other stockholders.

It is important that your stock be represented at the meeting. Whether or not you plan to attend the meeting in person, we hope that you will vote on the matters to be considered. You may vote your proxy by telephone or via the Internet. If you received a printed copy of your proxy materials, you may also vote by mail by signing, dating and returning your proxy card in the envelope provided.

March 27, 2008

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

The 2008 Annual Meeting of Stockholders of Colgate-Palmolive Company will be held in the Broadway Ballroom of the Marriott Marquis Hotel, 1535 Broadway, between 45th and 46th Streets, New York, New York 10036, on Thursday, May 8, 2008, at 10:00 a.m., for the following purposes:

Stockholders of record at the close of business on March 10, 2008, are entitled to vote at the Annual Meeting.

Your vote is important. We encourage you to vote by proxy, even if you plan to attend the meeting. You may vote your proxy by telephone or via the Internet. A website address with instructions on how to vote your proxy by telephone or via the Internet is included on your Notice of Internet Availability. If you received a printed copy of your proxy materials, you may also vote by mail by signing, dating and returning your proxy card in the envelope provided. Voting now will not limit your right to change your vote or to attend the meeting.

Andrew D. Hendry
Senior Vice President, General Counsel and Secretary
Colgate-Palmolive Company
300 Park Avenue
New York, New York 10022

TABLE OF CONTENTS

PROXY STATEMENT

Colgate-Palmolive Company (referred to in this Proxy Statement as “we,” “Colgate” or the “Company”) is sending you this Proxy Statement in connection with the solicitation by the Board of Directors (the “Board”) of proxies to be voted at the 2008 Annual Meeting of Stockholders.

We are mailing a printed copy of this Proxy Statement, a proxy card and the 2007 Annual Report of the Company to our registered stockholders who have not consented to electronic delivery of their proxy materials and a Notice of Internet Availability to all of our other stockholders beginning March 27, 2008. The Annual Report being made available on the Internet and mailed with the Proxy Statement is not part of the proxy-soliciting material.

VOTING PROCEDURES

Who Can Vote

The Company has two classes of voting stock outstanding: Common Stock and Series B Convertible Preference Stock. If you were a record owner of either of these classes of stock on March 10, 2008, the record date for voting at the Annual Meeting, you are entitled to vote at the meeting. At the close of business on March 10, 2008, there were 508,454,155 shares of Common Stock and 2,941,346 shares of Series B Convertible Preference Stock outstanding and entitled to vote.

Determining the Number of Votes You Have

Each share of Common Stock has one vote, and each share of Series B Convertible Preference Stock, which is convertible into eight shares of Common Stock, has eight votes. When originally issued in 1989, each share of Series B Convertible Preference Stock was convertible into one share of Common Stock. Since then the Common Stock has split three times while the Series B Convertible Preference Stock has not split. To maintain its parity with the Common Stock, the voting rights, dividends and conversion ratio of the Series B Convertible Preference Stock have been adjusted accordingly. Thus, each share of Series B Convertible Preference Stock has eight votes.

How to Vote

You can vote your shares in two ways: either by proxy or in person at the Annual Meeting by written ballot. If you choose to vote by proxy, you may do so using the telephone, the Internet or, if you received a printed copy of your proxy materials, mail. Each of these procedures is more fully explained below. Even if you plan to attend the meeting, the Board recommends that you vote by proxy.

Voting by Proxy

Because many stockholders cannot attend the Annual Meeting in person, it is necessary that a large number of stockholders be represented by proxy. You may vote your proxy by telephone, Internet or mail, each as more fully explained below. In each case, we will vote your shares as you direct. When you vote your proxy, you can specify whether you wish to vote for or against or abstain from voting on each nominee for director, the ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2008 and the amendment to the Restated Certificate of Incorporation to increase the number of authorized shares of Common Stock. If you vote using the telephone or Internet, you will be instructed how to record your vote on each of these proposals.

If any other matters are properly presented for consideration at the Annual Meeting, the Company’s directors named on your proxy card and the voting website as the Proxy Committee (the “Proxy Committee”) will have discretion to vote for you on those matters. At the time this Proxy Statement was printed, we knew of no other matters to be raised at the Annual Meeting.

•  Vote by Telephone

If you reside in the United States, Canada or Puerto Rico, you can vote your shares by telephone by calling the toll-free number provided on the voting website ( www.proxyvote.com) and on the proxy

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card. Telephone voting is available 24 hours a day, seven days a week, until 11:59 p.m. (Eastern Daylight Time) on Wednesday, May 7, 2008. Easy-to-follow voice prompts allow you to vote your shares and confirm that your instructions have been properly recorded. Our telephone voting procedures are designed to authenticate stockholders through individual control numbers. If you received a proxy card in the mail but choose to vote by telephone, you do not need to return your proxy card.

•  Vote by Internet

You also can vote your shares via the Internet on the voting website, which is www.proxyvote.com. Internet voting is available 24 hours a day, seven days a week, until 11:59 p.m. (Eastern Daylight Time) on Wednesday, May 7, 2008. As with telephone voting, you will have the opportunity to confirm that your instructions have been properly recorded. Our Internet voting procedures are designed to authenticate stockholders through individual control numbers. If you vote via the Internet, you may incur costs such as telephone and Internet access fees for which you will be responsible. If you received a proxy card in the mail but choose to vote via the Internet, you do not need to return your proxy card.

•  Vote by Mail

If you received a printed copy of your proxy materials, you can vote by completing and mailing the enclosed proxy card to us so that we receive it before 11:59 p.m. (Eastern Daylight Time) on Wednesday, May 7, 2008. If you received a Notice of Internet Availability, you can request a printed copy of your proxy materials by following the instructions contained in the notice. If you sign and return your proxy card but do not specify how to vote, we will vote your shares in favor of the Board’s nominees for director, the ratification of the selection of the independent registered public accounting firm and the amendment to the Restated Certificate of Incorporation to increase the number of authorized shares of Common Stock.

Voting at the Annual Meeting

If you wish to vote at the Annual Meeting, written ballots will be available from the ushers at the meeting. If your shares are held in the name of a bank, broker or other holder of record, you must obtain a proxy, executed in your favor, from the holder of record to be able to vote at the meeting. Voting by proxy, whether by telephone, Internet or mail, will not limit your right to vote at the Annual Meeting if you decide to attend in person. However, if you vote by proxy and also attend the meeting, there is no need to vote again at the meeting unless you wish to change your vote.

Revocation of Proxies

You can revoke your proxy at any time before it is exercised at the Annual Meeting by taking any one of the following actions: (1) you can deliver a valid written proxy with a later date or follow the instructions given for changing your vote by telephone or via the Internet; (2) you can notify the Secretary of the Company in writing that you have revoked your proxy (using the address in the Notice of Annual Meeting of Stockholders above); or (3) you can vote in person by written ballot at the Annual Meeting.

Quorum

To carry on the business of the Annual Meeting, a minimum number of shares, constituting a quorum, must be present. The quorum for the Annual Meeting is a majority of the votes represented by the outstanding stock of the Company. This majority may be present in person or by proxy. Abstentions and “broker non-votes” (which are explained below) are counted as present to determine whether there is a quorum for the Annual Meeting.

Broker Non-Votes

A “broker non-vote” occurs when your broker submits a proxy for your shares but does not indicate a vote for a particular proposal because the broker does not have authority to vote on that proposal and has not received voting instructions from you. “Broker non-votes” are not counted as votes against the proposal in question or as abstentions, nor are they counted to determine the number of votes present for the particular proposal.

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Under the rules of the New York Stock Exchange (the “NYSE”), if your broker holds shares in your name and delivers this Proxy Statement to you, the broker is entitled to vote your shares on each of the three proposals even if the broker does not receive voting instructions from you.

Required Vote

Proposal 1: Election of Directors. Each of the ten nominees for director who receives at least a majority of the votes cast for such nominee will be elected. Votes cast include votes for or against each nominee and exclude abstentions. This means that if you abstain from voting for a particular nominee, your vote will not count for or against the nominee. As more fully described in “Majority Voting in Director Elections” on page 11, any nominee in this election who does not receive a majority of the votes cast will be required to tender his or her resignation to the Board. The Nominating and Corporate Governance Committee will then consider the resignation and make a recommendation to the Board. When voting your proxy, the Proxy Committee will vote for this proposal unless you instruct otherwise.

Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm. The affirmative vote of a majority of the votes represented at the meeting, either in person or by proxy, and entitled to vote on this proposal, is required to ratify the selection of the independent registered public accounting firm. This means that if you abstain from voting on this proposal, it will have the same effect as if you voted against it. When voting your proxy, the Proxy Committee will vote for this proposal unless you instruct otherwise.

Proposal 3: Amendment to Restated Certificate of Incorporation to Increase Number of Authorized Shares of Common Stock from 1,000,000,000 Shares to 2,000,000,000 Shares. The affirmative vote of a majority of all outstanding stock is required to approve the increase in the number of authorized shares of Common Stock. This means that if you abstain from voting on this proposal, it will have the same effect as if you voted against it. When voting your proxy, the Proxy Committee will vote for this proposal unless you instruct otherwise.

Confidential Voting

All proxies, ballots and vote tabulations that identify stockholders are confidential. An independent tabulator will receive, inspect and tabulate your proxy whether you vote by telephone, Internet or mail. Your vote will not be disclosed to anyone other than the independent tabulator without your consent, except if proxies are being solicited for a change in control of the Company or if doing so is necessary to meet legal requirements.

Voting by Employees Participating in the Company’s Savings and Investment Plan

If you are a Colgate employee who participates in the Colgate-Palmolive Company Employees Savings and Investment Plan (the “Savings and Investment Plan”), you will receive a Notice of Internet Availability prior to the Annual Meeting. This notice will contain instructions on how to vote your shares via the Internet or telephone. The notice will also indicate the aggregate number of shares of Series B Convertible Preference Stock and Common Stock credited to your account under the Savings and Investment Plan as of March 10, 2008, the record date for voting at the meeting.

Voting by Employees Participating in a Stock Ownership Program outside the U.S.

If you are an employee who participates in one of Colgate’s employee stock ownership plans outside the U.S., you will receive separate voting instructions from your local Human Resources Department.

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GOVERNANCE OF THE COMPANY

Colgate’s Corporate Governance Commitment

Colgate’s Board believes strongly that good corporate governance accompanies and greatly aids our long-term business success. This success has been the direct result of Colgate’s key business strategies, including its focus on core product categories and global brands, people development programs emphasizing “pay for performance” and the highest business standards. Colgate’s Board has been at the center of these key strategies, helping to design and implement them, and seeing that they guide the Company’s operations.

The Board believes that the Company has consistently been at the forefront of good corporate governance. Reflecting its commitment to continuous improvement, the Board reviews its governance practices on an ongoing basis to ensure that they promote shareholder value. This review resulted in the amendment of our by-laws to give shareholders the ability to call special meetings. Also in 2007, all members of the Board attended a director education program that was designed specifically for Colgate.

Board Independence and Expertise

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Directors are Stockholders

Established Policies Guide Governance and Business Integrity

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Board Focused on Key Business Priorities

Direct Access to Management

Ensuring Management Accountability

Board Practices Promote Effective Oversight

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Continuous Improvement through Evaluation

External Recognition for Colgate’s Governance Practices

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The Board of Directors

The Board oversees the business, assets, affairs, performance and financial integrity of the Company. In accordance with the Company’s long-standing practice, the Board is independent, consisting of a substantial majority of outside directors. Currently, eight of the Board’s ten directors are independent and only two are current or former members of management, including Ian Cook, who is the President and Chief Executive Officer of the Company, and Reuben Mark, who retired as the Company’s CEO on July 1, 2007. At the Board’s request, Mr. Mark has agreed to continue as Chairman of the Company’s Board for a period of up to 18 months following his retirement.

The Board met eleven times during 2007. On average, the directors attended 97% of the meetings of the Board and the committees on which they served in 2007. No director attended less than 91% of these meetings. During 2007, the independent directors met regularly in executive session without Mr. Mark or Mr. Cook present.

The independence standards adopted by the Board are stricter than those mandated by the NYSE. The Board has made an affirmative determination, based on these standards, that each director (other than Mr. Mark and Mr. Cook) is independent. A copy of the director independence standards is available on the Company’s website at www.colgate.com. For more information regarding the Board’s independence determinations, see “Director Independence” on page 10.

The name, age, principal occupation and length of service of each director nominee, together with certain other biographical information, are set forth below. All nominees have been directors since last year’s annual meeting, except Mr. Cook and Stephen I. Sadove.

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Director Independence

As described above, the Board has adopted director independence standards which are substantially stricter than those required by the listing standards of the NYSE. Specifically, a director is not considered independent if the director has any relationship with Colgate or its senior management or with another director that in the Board’s judgment may impair the director’s ability to make independent judgments. Such relationships could include voting arrangements and personal, economic or professional ties between a director and an officer of Colgate or another Colgate director. Relationships and transactions that may impair independence include: (i) current or former employment with the Company; (ii) affiliation with Colgate’s advisors; (iii) compensation from the Company (other than board and committee fees); (iv) direct or indirect material business relationships with the Company; (v) loans between directors and the Company or its senior management; (vi) direct or indirect material investments with the Company, its officers or other directors; (vii) leadership roles in charitable organizations supported by Colgate; (viii) affiliation or employment with a present or former Colgate auditor; and (ix) service on interlocking

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boards of directors or compensation committees. A copy of the complete standards is available on the Company’s website at www.colgate.com.

In making its determination regarding the independence of each non-employee director, the Board will consider any transactions, relationships or arrangements as required by the Company’s director independence standards. Based on these standards, the Board has determined that each director, other than Mr. Mark, who retired as the Company’s CEO in July 2007, and Mr. Cook, who is the Company’s President and CEO, is independent as there were no transactions, relationships or arrangements of the types described in the Company’s director independence standards.

Other Information Regarding Directors

On September 9, 2003, the SEC and Schering-Plough Corporation announced a settlement of the SEC enforcement proceeding against Mr. Kogan and Schering-Plough Corporation, of which Mr. Kogan is the former Chairman and CEO, regarding meetings held with investors and other communications. Without admitting or denying any allegations of the SEC, Mr. Kogan agreed in connection with the settlement not to commit any future violations of Regulation FD and related securities laws.

Majority Voting in Director Elections

Under Colgate’s by-laws, in an uncontested election for directors (i.e., an election where there are the same number of nominees as seats on the Board), directors must be elected by a majority of the votes cast at the meeting. A majority of votes cast is defined to mean that the number of shares voted “for” a director’s election exceeds 50% of the votes cast with respect to that director’s election. “Votes cast” include votes for or against each nominee and exclude abstentions.

If a nominee for director who is an incumbent director is not re-elected by a majority of the votes cast as set forth above, and no successor has been elected at the meeting, the by-laws require the director to promptly tender his or her resignation to the Board in accordance with an agreement that each nominee is required to sign in order to be eligible for election or re-election as a director.

The Nominating and Corporate Governance Committee shall then make a recommendation to the Board as to whether to accept or reject the tendered resignation or to take other action. The Board shall act on the tendered resignation, taking into account the committee’s recommendation, and shall publicly disclose its decision and rationale within 90 days from the date of certification of the election results. The committee in making its recommendation, and the Board in making its decision, may each consider any factors or other information that it considers appropriate or relevant. The director who tenders his or her resignation shall not participate in the recommendation of the committee or the decision of the Board with respect to his or her resignation.

To the extent that one or more directors’ resignations are accepted by the Board, or if a nominee who is not an incumbent director is not elected, then the Board in its discretion may determine either to fill such vacancy or vacancies or to reduce the size of the Board.

In contested elections, where there are more nominees than seats on the Board, directors are elected by a plurality vote. This means that the nominees who receive the most votes of all the votes cast for directors will be elected.

Communications to the Board of Directors

Stockholders and other interested parties are encouraged to communicate directly with the Company’s independent directors by sending an e-mail to directors@colpal.com or by writing to Directors, c/o Office of the General Counsel, Colgate-Palmolive Company, 300 Park Avenue, 11th Floor, New York, NY 10022-7499. Stockholders and other interested parties may also communicate with individual independent directors and committee chairs by writing to them at the above mailing address, in care of the Office of the General Counsel.

Under procedures established by the Company’s independent directors, each letter and e-mail sent in accordance with the above instructions is reviewed by the Legal Department and, unless such communications fall within one of the categories listed below, distributed to all of the independent directors or to individual directors, as appropriate, with copies to the Office of the Chairman.

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The types of communications that are not forwarded to the independent directors are as follows:

Concerns and questions relating to accounting, internal accounting controls, financial policy, risk management or auditing matters are immediately brought to the attention of the Audit Committee chair and handled in accordance with the procedures established by the Audit Committee. Under these procedures, the Company’s Global Ethics and Compliance function, in conjunction with the Company’s Internal Audit and Corporate Legal departments, address these concerns in accordance with the directions of the Audit Committee chair. The Audit Committee chair approves recommendations regarding the handling of each matter, oversees any investigations and approves the disposition of each matter. In the Audit Committee chair’s discretion, he or she may engage outside counsel and other independent advisors.

Concerns relating to accounting, internal accounting controls, financial policy, risk management or auditing matters may also be reported to the Global Ethics and Compliance function by telephone, facsimile and e-mail as follows: 24-hour hotline: (800) 778-6080 (toll free from United States, Canada and Puerto Rico) or (212) 310-2330 (collect from all other locations); facsimile number: (212) 310-3745; and e-mail: business_practices@colpal.com.

Colgate policy prohibits the Company from retaliating against any individual who provides information to the directors. Concerns may be submitted to the directors on an anonymous basis through their postal address or through the 24-hour hotline numbers maintained by the Global Ethics and Compliance function. If requested, Colgate will endeavor to keep information submitted confidential, subject to the need to conduct an effective investigation and take appropriate action.

Director Attendance at Annual Meetings

It is the Company’s policy that all members of the Board should attend the Company’s Annual Meeting of Stockholders, unless extraordinary circumstances prevent a director’s attendance. All directors who were elected to the board at the 2007 Annual Meeting were in attendance.

Committees of the Board of Directors

The Board has four standing committees: the Audit Committee, the Finance Committee, the Nominating and Corporate Governance Committee and the P&O Committee. The members and a summary of the responsibilities of these committees are set forth below. The committee charters are available on the Company’s website at www.colgate.com.

Committee Membership (* indicates Chair and ** indicates Deputy Chair, if applicable)

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Audit Committee

The Audit Committee assists the Board in its oversight of management’s fulfillment of its financial reporting and disclosure responsibilities and its maintenance of an appropriate internal control system. It also appoints the Company’s independent registered public accounting firm, subject to ratification by stockholders, and oversees the activities of the Company’s Internal Audit function and the Global Ethics and Compliance function. All members of the Audit Committee are independent directors. The Board, in its business judgment, has determined that all members of the Audit Committee are “independent,” as required by the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), the listing standards of the NYSE and Colgate’s own, stricter director independence standards.

The Audit Committee met ten times during 2007, including to review and participate in discussions regarding each quarterly earnings press release prior to its announcement. The Audit Committee also met separately on four occasions with the Company’s independent registered public accounting firm, head of Internal Audit and other members of management.

Finance Committee

The Finance Committee oversees the financial policies and practices of the Company, reviews the budgets of the Company and makes recommendations to the Board on financial and strategic matters. It also oversees the Company’s finance, treasury and related functions. The Finance Committee met four times during 2007. All members of the Finance Committee are independent directors.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee recommends nominees for the Board and develops and implements formal Board self-evaluation procedures. It also makes recommendations to the Board regarding Board and committee structure, corporate governance and director compensation. The Nominating and Corporate Governance Committee met five times during 2007. All members of the Nominating and Corporate Governance Committee are independent directors. Additional information regarding the committee’s processes and procedures for consideration of director compensation are addressed in the Compensation Discussion and Analysis on page 17.

Personnel and Organization Committee

The P&O Committee is appointed by the Board to act on its behalf with respect to compensation of the Company’s executives. The P&O Committee oversees the organizational, personnel, compensation and benefits policies and practices of the Company. It reviews and approves the compensation of executive officers and, with the participation and concurrence of the other independent directors of the Board, recommends to the independent directors the compensation of the CEO. It also oversees the administration of the stock option plans of the Company, the Executive Incentive Compensation Plan and the Executive Severance Plan and oversees the Company’s charitable giving and other social responsibility programs. The P&O Committee does not delegate any of its responsibilities regarding the consideration and determination of executive compensation, which are described in this Proxy Statement and in its charter. A copy of the charter, which describes these and other responsibilities of the committee, is available on the Company’s website at www.colgate.com. Additional information regarding the committee’s processes and procedures for consideration and determination of executive compensation is set forth in the Compensation Discussion and Analysis on pages 16 to 27.

The P&O Committee met seven times during 2007. All members of the P&O Committee are independent directors.

Compensation Committee Interlocks and Insider Participation

During 2007, the following directors were members of the P&O Committee: Mrs. Conway and Messrs. Cahill, Johnson, Kogan, Lewis and Reinhard. None of the members of the P&O Committee has been an officer of the Company and none were employees of the Company during 2007, and none had any direct or indirect material interest in or relationship with the Company or any of its subsidiaries. None of the executive officers of the Company has served on the board of directors or compensation committee of another company at any time during which an executive officer of such other company served on the Company’s Board or the P&O Committee.

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Nominating and Corporate Governance Committee Report

The Nominating and Corporate Governance Committee recommends nominees for the Board of Directors, among other responsibilities. A copy of the charter of the Nominating and Corporate Governance Committee, which describes this and other responsibilities of the committee, is available on the Company’s website at www.colgate.com. The Board has determined that each member of the Nominating and Corporate Governance Committee is independent, as independence for nominating committee members is defined in the NYSE listing standards and in Colgate’s own, stricter director independence standards.

The Board selects new director candidates based on the recommendation of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee identifies, screens and recruits potential candidates for membership on the Board of Directors, taking into account the needs of the Company and the Board at the time. The Company has engaged an international executive search firm to assist the Nominating and Corporate Governance Committee in identifying and evaluating potential director nominees.

On the recommendation of the Nominating and Corporate Governance Committee, the Board has adopted a written statement of the criteria for Board membership that is used by the committee in evaluating individual director candidates. This statement outlines the qualities needed for Board membership, including experience in business, education and public service fields, international experience, educational achievement, strong moral and ethical character and diversity. In addition, prospective directors must satisfy the Company’s director independence standards and be willing and able to devote sufficient time to discharge their duties. A copy of Colgate’s criteria for Board membership, entitled “Independent Board Candidate Qualifications,” is available on the Company’s website at www.colgate.com.

The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders and others if such candidates meet Colgate’s criteria for Board membership, evaluating them in the same manner in which the committee evaluates other candidates. Such recommendations should be made in writing to the Nominating and Corporate Governance Committee or the Company’s Secretary and should include a description of the qualifications of the proposed candidate. Any stockholder of the Company may also nominate a director in accordance with the information and timely notice requirements of the Company’s by-laws relating to stockholder nominations as described in “Other Information—Nominations for Director” on page 62 below. The Nominating and Corporate Governance Committee approved ten director nominees for election at the 2008 Annual Meeting.

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Audit Committee Report

The Audit Committee is comprised of four independent directors. The Board of Directors has determined that it would be desirable for all Audit Committee members to be “audit committee financial experts” as that term is defined by the SEC. The Board has conducted an inquiry into the qualifications and experience of each member of the Audit Committee, and has determined that they each meet the SEC’s criteria for audit committee financial experts.

The Audit Committee assists the Board of Directors in its oversight of the Company’s financial statements and reporting processes. The committee also oversees the Company’s Global Ethics and Compliance function. A copy of the charter of the Audit Committee, which describes these and other responsibilities of the committee, is available on the Company’s website at www.colgate.com. Management has the direct and primary responsibility for the financial statements and the reporting processes, including establishing and maintaining adequate internal control over financial reporting. The independent registered public accounting firm is responsible for auditing the annual financial statements prepared by management and expressing an opinion as to whether those financial statements conform with accounting principles generally accepted in the United States of America. The independent registered public accounting firm is also responsible for auditing the Company’s internal control over financial reporting.

The Audit Committee appointed PricewaterhouseCoopers LLP to audit the Company’s financial statements and the effectiveness of the related systems of internal control over financial reporting for the year ended 2007. The Audit Committee met ten times in 2007.

The Audit Committee reviewed and discussed the audited financial statements with management and the independent registered public accounting firm together and separately. These discussions and reviews included the reasonableness of significant judgments, significant accounting policies (including critical accounting policies), the auditors’ assessment of the quality, not just acceptability, of the Company’s accounting principles and such other matters as are required to be discussed with the Audit Committee under standards of the Public Company Accounting Oversight Board (United States). In addition, the Audit Committee has received the written disclosures and the letter required by Independence Standards Board Standard No. 1, and has discussed with the independent registered public accounting firm their independence from management and the Company. The Audit Committee also met with management and the independent registered public accounting firm together and separately to discuss matters related to the design and operating effectiveness of the Company’s internal control over financial reporting.

Based upon the review and discussions described in this report, the Audit Committee recommended to the Board of Directors that the audited financial statements be accepted and included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007 filed with the SEC.

The foregoing report has been submitted by the members of the Audit Committee: David W. Johnson (Chair), Jill K. Conway, Ellen M. Hancock and Richard J. Kogan.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Introduction

Colgate believes that people are the most important driver of its business success and, accordingly, Colgate views executive compensation as an important tool to attract, retain and motivate senior business leaders. Our executive compensation program is designed to help drive business growth by rewarding performance against annual and long-term financial and strategic goals and promoting global teamwork. In addition, over the past several years, the Company has intended the executive compensation program to facilitate the senior management succession underway during this period. On July 1, 2007, Reuben Mark retired as CEO of the Company, a position he held since 1984, and Ian Cook was elected President and Chief Executive Officer. At the request of the Board, Mr. Mark will remain as Chairman of the Board for a period of up to 18 months after his retirement as CEO.

Colgate’s executive compensation programs are regularly reviewed to ensure that they continue to be consistent with the Company’s pay-for-performance compensation philosophy, its current business strategy and external benchmarking. Most recently, in December 2007, the Human Resources function completed a comprehensive review of the Company’s incentive compensation programs (the “2007 Compensation Review”), undertaken at the direction of the Personnel and Organization Committee of the Board (the “P&O Committee”). The review indicated that current programs are effectively encouraging the Company’s strong business results, consistent with best practices and market trends. Minor changes were identified to rebalance the various components of compensation and to simplify the programs to ensure that they are better understood by participants and further drive the achievement of business goals. These changes, which are described in further detail below, will go into effect beginning in 2008.

In accordance with SEC rules, this Compensation Discussion and Analysis (the “CD&A”) focuses on compensation paid to the executive officers listed in the Summary Compensation Table on page 28 of this Proxy Statement (the “Named Officers”). The compensation programs described, however, apply broadly to other officers and management personnel at the Company, with changes as appropriate to reflect different levels and types of job responsibility.

Executive Compensation Philosophy and Core Principles

Colgate’s executive compensation programs are designed to:

In addition, as noted above, the compensation program for the Named Officers over the past few years has also been designed to support the senior management succession underway during this period.

Role of the P&O Committee

The P&O Committee, which is comprised entirely of independent directors, is responsible for overseeing the executive compensation program. It recommends and approves, with the participation and concurrence of the other independent directors of the Board, the compensation of the CEO and reviews and approves the compensation recommended by the CEO for the other Named Officers in accordance with the systems, procedures and guidelines described below in this CD&A. The CEO plays no role in setting his own compensation. In reviewing and approving compensation packages for the Named Officers, the P&O Committee uses tally sheets that summarize all material components of compensation.

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In its role of overseeing compensation policies and practices, the P&O Committee consults with personnel in the Human Resources, Finance and Legal functions and also periodically retains the services of outside compensation consultants to better understand the competitive marketplace and to assess the appropriateness of Colgate’s compensation programs. During 2007, the Committee engaged Mercer Human Resource Consulting (“Mercer”) to assist with its ongoing evaluation of the compensation of Mr. Cook and to assist in evaluating the compensation to be paid to Mr. Mark as Chairman of the Board after his retirement as CEO. In addition, in connection with the 2007 Compensation Review noted above, the P&O Committee engaged Mercer to review and provide its perspective regarding the changes recommended by the Human Resources function. During 2007, Mercer provided other services to the Company including providing market data relating to compensation and other human resource consulting services.

The Human Resources function of the Company engaged Semler Brossy, an outside compensation consultant, to provide benchmark data and otherwise assist it in conducting the 2007 Compensation Review. Semler Brossy worked only with the Human Resources function in this regard and did not provide services to the P&O Committee or other services to the Company.

Role of the Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee reviews and recommends to the Board the compensation of the non-employee directors. The substantial majority of compensation paid to the non-employee directors consists of fixed grants of Colgate equity pursuant to stockholder-approved plans. On an annual basis, the Committee reviews the appropriateness of each component of and overall director compensation, taking into account competitive data from U.S.-based companies in the Comparison Group (defined below) and the top one hundred industrial companies in the Fortune 500, trends in corporate governance and the Board’s desire to attract the highest caliber individuals to serve as directors. For more information about director compensation, see page 50.

The Compensation Comparison Group

Colgate measures the competitiveness of its executive compensation programs against a comparison group of other leading companies, referred to in this CD&A as the “Comparison Group.” The Comparison Group is selected to represent the market for executive talent in which the Company competes. It consists of consumer products companies and pharmaceutical companies with consumer products businesses that are generally characterized by their marketing competency and strong global presence. Based on these criteria, the P&O Committee annually reviews and approves the companies included in the Comparison Group, as determined by Colgate’s Human Resources function and reviewed with outside compensation consultants. For 2007, the Comparison Group, which remained unchanged from the prior year, consisted of the following 21 companies:

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Colgate purchases survey data based on the Comparison Group from Mercer, Towers Perrin and Hewitt Associates. Benchmark data is collected for all of the Company’s three primary compensation components discussed below, both individually and in the aggregate.

Compensation Components

Compensation Mix. Colgate’s executive compensation program consists of three primary components, each of which is discussed in more detail below:

In allocating compensation among these three components, the Company seeks to provide senior executives reasonable, competitive levels of fixed compensation in the form of salary, while emphasizing performance-based compensation that varies based on Company, business unit or individual performance or the performance of the Company’s common stock. Accordingly, base salaries for the currently active Named Officers represent approximately 10-25% of annual compensation, and incentive compensation, both annual and long-term, represents approximately 75-90% of total compensation. The mix between annual (cash bonus) and long-term incentives (stock options and restricted stock) is determined based on competitive practice and Colgate’s desire to focus first, on long-term performance and shareholder value and second, on annual performance. Accordingly, long-term incentives generally represent 50-60% of annual compensation, and annual incentives generally represent 25-30%. Within the long-term incentive category, the mix for the Named Officers, other than for Mr. Mark and Mr. Teruel who both retired during 2007, is weighted towards stock options, which generally represent 50-55% of total long-term incentive value (25% to 35% of total compensation), with restricted stock (both time-vested and performance-based) comprising the balance of long-term incentive pay. (The incentive program for Mr. Mark when he was CEO is described on pages 25 to 26.)

Perquisites. The perquisites that the Company provides to its executives are modest, representing less than 1% of the compensation paid to most executives. At the level of the Named Officers, perquisites primarily consist of: an annual allowance of up to $11,500 for various qualifying items, such as financial planning or tax preparation and planning; an annual physical; and in the case of Messrs. Mark and Cook, the use of a Company car and driver. For more information on perquisites provided to the Named Officers in 2007, see note 7 on page 30. Any income taxes due as a result of these perquisites are the responsibility of the Named Officers.

Tax and Accounting Considerations. In designing its compensation programs, the Company considers the applicable accounting treatment and seeks to preserve deductibility under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), to the extent consistent with the primary objectives of the compensation program as outlined above. Of the incentive compensation components currently awarded by the Company, the annual incentive, stock option and performance-based restricted stock programs are designed to allow deductibility of awards under Section 162(m).

Base Salary

Since base salaries are designed to provide a reasonable, competitive level of fixed compensation, the mid-point of each salary range is set at the median pay level for similar jobs at companies in the Comparison Group. Salaries above the median are available for exceptional performers and key contributors to the success of the Company.

Base salaries for the Named Officers and other employees are based on established salary ranges for each grade level, with the exception of the CEO, whose salary is set by the P&O Committee as noted previously. The P&O Committee approves salary recommendations made by the CEO for the other Named Officers in accordance with the established ranges and the guidelines described below. Decisions

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regarding where in the range a particular individual’s salary should be and whether he or she should be granted a salary increase during the year are based on the following factors:

All of the Named Officers are high-performing executives, most of them with long tenure at the Company. Accordingly, salaries for the Named Officers other than Mr. Cook ranged between approximately the 65th and 90th percentile of salaries for similar jobs in the Comparison Group based on the most recent data available to the Company. Since he recently assumed his current position as CEO, Mr. Cook’s salary was below the 50th percentile of salaries for CEOs in the Comparison Group.

Annual Incentives—Cash Bonuses

Overview. Cash bonuses are designed to reward performance over a one-year period against one or more pre-established performance measures, such as Company financial performance and, if applicable, divisional financial performance as well as individual and mandated business objectives. The purpose of these performance measures is to focus and align executives across different functions and business units with the annual financial targets and key strategic initiatives of the Company. These performance-based awards are granted under the stockholder-approved Executive Incentive Compensation Plan (the “EICP Plan”).

Officers with Corporate-Wide Responsibilities. To determine annual bonuses for officers with corporate-wide responsibilities, the P&O Committee has traditionally used growth in earnings-per- share as the primary measure to ensure a strong link to the Company’s overall profit goal. No individual or other mandated business objectives are used to determine bonuses for Named Officers with corporate-wide responsibilities. As required by applicable EICP Plan procedures, the earnings-per-share measure used (“Base Business Earnings-Per-Share”) excludes the impact of charges associated with the 2004 Restructuring Program (a four-year restructuring and business-building program that began at the end of 2004), changes in accounting applied prospectively, and unusual or one-time items that are not reflected in the prior period. Base Business Earnings-Per-Share for 2007 excludes charges associated with the 2004 Restructuring Program; certain pension charges in accordance with Statement of Financial Accounting Standards (SFAS) No. 88; and a limited voluntary product recall of certain Hill’s feline products. Also excluded from the Base Business Earnings- Per-Share for 2007 was a gain on the sale of the Company’s Latin American household bleach business and certain tax adjustments. These adjustments are intended to ensure comparability from year to year and to exclude unusual and extraordinary items. A reconciliation of Base Business Earnings Per Share, including these items, to the most directly comparable measure calculated in accordance with generally accepted accounting principles is included in the Company’s quarterly earnings releases furnished with the SEC on Form 8-K. Base Business Earnings-Per-Share includes the savings generated from the 2004 Restructuring Program. In 2007, the Base Business Earnings-Per-Share measure applied to all of the Named Officers except for Mr. Tangney and Mr. Garcia.

Officers with Divisional Responsibilities. Annual bonuses for officers with divisional responsibilities are based on growth in net sales and net profit-after-tax of their respective divisions as well as other mandated business and individual objectives. In 2007, Messrs. Tangney and Garcia assumed new responsibilities as of August 2007. Mr. Tangney, who was formerly Executive Vice President and President, Colgate-Latin America, became Chief Operating Officer for the European, Greater Asia and Africa Divisions. Mr. Garcia, who was formerly President, Greater Asia Division became Executive Vice President, President Latin America and Global Sustainability. To reflect the assumption of their new

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responsibilities during the third quarter, Messrs. Tangney and Garcia were awarded a pro-rated amount based on the achievement of performance measures related to their prior and new divisional responsibilities.

The mandated business objectives that are based on pre-established quantitative measures for Messrs. Tangney and Garcia for their respective divisions are maintaining or increasing category market share, increasing gross margin, increasing cash generation and successful implementation of key training and compliance objectives. Achievement of individual objectives for these same officers comprised less than 10% of target bonus award opportunities and is based on an overall subjective assessment of the performance of the Named Officer and his business unit. These objectives consisted of: (i) people development goals, focused on succession planning, coaching, feedback and demonstrating Colgate’s core values; and (ii) execution of key strategic goals across each division. These strategic initiatives include the Company’s 2004 Restructuring Program, which is designed to enhance Colgate’s global leadership position in its core businesses; the Company’s Business Building Opportunity strategies, which reflect ongoing cost-savings and growth initiatives in each geography and function; and Colgate’s Business Planning initiatives, which provide a global, end-to-end commercial planning and execution process.

Award Opportunities. Executives, including the Named Officers, are assigned a range of bonus award opportunities based on their salary grade level. These award opportunities are expressed as a percentage of salary, with the mid-point in the range for each officer set at, or in some instances below, the median annual bonus for similar jobs in the Comparison Group. The mid-point bonus opportunity for most of the Named Officers in 2007 ranged from 65 to 70% of base salary and for Mr. Cook, was 125% of base salary. The bottom end of the range for each officer is zero, if performance against the measures referred to above falls below a certain level, and the top end of the range is a maximum of double the mid-point bonus opportunity. Additionally, there is a supplemental award opportunity equal to 25% of the mid-point bonus opportunity to certain of the Named Officers and other officers if Base Business Earnings-Per-Share growth on a comparable basis is among the top three of a group of peer companies comprised of Avon Products, Inc., The Clorox Company, Kimberly-Clark Corporation, The Procter & Gamble Company and Unilever (N.V. and plc) (the “Peer Company Group”).

Bonus Payouts. Bonus payouts for a particular year are determined by the P&O Committee prior to March 15 of the following year by a formula based on the level of growth achieved the prior year in Base Business Earnings-Per-Share or the applicable division’s net sales and net profit after tax. The P&O Committee has discretion to adjust the calculated awards downward, but not upward.

For 2007, in order for Named Officers with corporate-wide responsibilities to earn bonuses at the top end of their range, Base Business Earnings-Per-Share had to grow by 11.0% above the 2006 Base Business Earnings-Per-Share. The 11.0% goal was set based on the Company’s business strategy to deliver consistent double-digit earnings per share growth each year. Since Base Business Earnings-Per-Share grew by 16.2% in 2007, bonuses for the Named Officers, before the supplemental award opportunity referred to above, were awarded at the maximum level allowed, and ranged from 130% to 220% of salary. For Mr. Tangney to achieve a bonus payout in 2007 at the top end of his range, growth in net sales and net profit-after-tax for the Latin America Division had to average at least 15.3%. For Mr. Garcia to achieve a bonus payout in 2007 at the top end of his range, growth in net sales and net profit-after-tax for the Greater Asia Division had to average at least 17.7%. Actual performance exceeded this amount for Mr. Garcia and was slightly less for Mr. Tangney. Further, Messrs. Tangney and Garcia each partially achieved their respective individual and mandated business objectives in 2007. Accordingly, Mr. Tangney received a bonus equal to 125% of his base salary, slightly below the maximum level and Mr. Garcia received a bonus equal to 130% of his base salary, slightly below the maximum level. In addition, since the Company’s Base Business Earnings-Per-Share growth in 2007 was among the top three of the Peer Company Group, certain of the Named Officers received the supplemental award referred to above.

Compensation Review. Following the 2007 Compensation Review, the P&O Committee adopted changes to simplify the annual incentive plan, including a reduction in the number of mandated business and individual objectives and the elimination of the existing supplemental award opportunity based on the growth in earnings per share. Instead, to achieve a more competitive level of compensation, these executives will generally receive a five percentage point increase in their mid-point bonus award

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opportunity. In addition, senior executives will be eligible for a supplemental award under the Long-term Global Growth Program (the “LTGG Program”) based on comparative total shareholder return (described further below).

Long-term Incentives

Overview. Colgate’s long-term incentive compensation is designed to focus the Named Officers, as well as other Colgate managers, on total shareholder return and to reward these officers’ contribution to the long-term growth and performance of the Company. Colgate uses three types of long-term incentives, all paid in the form of equity: stock options, time-vested restricted stock and performance-based restricted stock. Consistent with Colgate’s long-standing practice of encouraging stock ownership at all levels of the organization, both to reward employees for the long-term value they create and to align the interests of employees and shareholders, long-term equity grants are by far the largest component of total compensation for the Named Officers.

The Company makes stock option and restricted stock grants at the same pre-determined times each year, at regularly scheduled P&O Committee meetings in the first and third quarters. The schedule of P&O Committee meetings is set in July of the preceding year without regard to anticipated earnings or other major announcements by the Company. Stock option and restricted stock awards for new hires or newly promoted employees or special awards for recognition or retention purposes are made at the next regularly scheduled meeting of the P&O Committee after the hire, promotion, recognition or retention recommendation is made. The timing and amount of equity awards to directors, which are described on pages 50 to 52, are fixed by the terms of the applicable plans and also occur at the same time each year. Equity awards, including stock options, are never backdated or issued at below-market prices. The grant date of any award is the date of the meeting of the P&O Committee at which such award was approved, and the grant price of any awards equals the closing price of the Company’s common stock on the date of grant.

Compensation Review. To further strengthen the link between pay and performance, the P&O Committee approved a number of changes to the Company’s long-term incentive programs following the 2007 Compensation Review. For future grants, the P&O Committee approved the elimination of all annual grants of time-vested restricted stock awards for executive officers. The value of these awards will be replaced by proportionately increased performance-based restricted stock awards under the LTGG Program for all executive officers. Beginning in 2008, in order to meet more competitive levels and to replace the existing supplemental award applicable every three years under the LTGG Program based on achievement of measures relating to business fundamentals, the P&O Committee increased grant guidelines under the long-term incentive program for certain grade levels and approved an annual supplemental award for all grade levels based on Colgate’s three-year cumulative total shareholder return compared to that of the Peer Company Group. If Colgate’s total shareholder return is one of the top two of the group, an annual supplemental award will be made at 25% of the applicable target LTGG Program award.

Stock Options

Overview. Stock options have historically represented the largest portion of the long-term incentive program for Colgate’s Named Officers, as the Company and the P&O Committee believe they provide a highly effective link to long-term performance and increases in shareholder value, since they only have value if the stock price increases.

Stock options are granted under the stockholder-approved 2005 Stock Option Plan. The number of stock options granted to individual executives is determined based on salary grade level and factors similar to those used to determine salary and bonus, including a review of the practices of the Comparison Group. (See discussion of salary guidelines on pages 18 to 19.) Actual awards may vary from the target based on individual or business unit performance or the assumption of increased responsibilities. Individual and business unit performance are based on an overall subjective assessment of the performance of the Named Officer and his or her business unit rather than the attainment of pre-established performance objectives. As with other compensation decisions, as described on page 16, the P&O Committee makes such assessment for the Named Officers, and in the case of the CEO, makes

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such assessment with the participation and concurrence of other independent directors of the Board. The P&O Committee reviews and approves the recommendations of the CEO for the other Named Officers.

The Board has established a limit on the amount of stock options that may be granted each year equal to 1.2% of the Company’s common stock outstanding. In 2006, the last full year for which market data is available, Colgate’s annual stock option utilization was 0.8%, placing it below the median, at the 49th percentile of the Comparison Group.

Stock Option Terms. The key terms of stock options are as follows:

Stock Option Grants. During 2007, stock option grants to Colgate’s Named Officers were either at or above the target award level, due to high individual and Company performance. As described on page 26, Messrs. Mark and Teruel did not receive any stock options in 2007.

Restricted Stock Awards

Overview. Restricted stock awards are made under two programs: (i) the LTGG Program and (ii) the Restricted Stock Award Program, both established under the stockholder-approved EICP Plan. The LTGG Program is a performance-based program adopted in 1994. The Restricted Stock Award Program is a time-vested program adopted in 2004 as a companion to the stock option program to offset certain changes that were made to the stock option program that diminished the value of option grants. These changes included reducing by 10% the guidelines regarding the number of options to be granted, reducing the option term from ten to six years and eliminating a reload feature.

Restricted Stock Terms. Awards of restricted stock generally vest and are distributed as shares of common stock three years from the date of the award and are forfeited if the recipient terminates his or her employment with the Company, other than through retirement, prior to the end of the three-year vesting period. For more information regarding the effect of various types of termination of employment on the vesting of outstanding equity awards, including restricted stock awards, see page 46. Recipients of restricted stock awards do not have voting rights or receive dividends until the awards vest. During the vesting period, dividend equivalents in the form of additional restricted stock accrue at the same rate that dividends are paid on the Company’s common stock and vest and are distributed as shares at the same time as the underlying awards vest.

Guidelines for grants under these programs are as follows:

LTGG Program. The LTGG Program is designed to focus executives on achieving sustainable, profitable growth and to foster a team approach to achieving the key initiatives that make such growth possible. Restricted stock awards under the LTGG Program for the Named Officers and all other participants in the program are granted based on the strength of the growth in compounded annual net sales and earnings-per-share over a three-year measurement period, with a new three-year cycle beginning every year. The earnings-per-share measure is adjusted using the same methodology as the Base Business Earnings-Per-Share measure discussed on page 19, as applicable to the relevant years in the measurement period. The two measures of sales and earnings-per- share growth were chosen because the Company believes that together they reflect the underlying momentum of the Company’s business and its ability to generate cash to reinvest in business- building activities and return value to shareholders. No individual objectives are taken into account under this program.

Award Opportunities. During the first 90 days of each year, the P&O Committee establishes a target award opportunity and performance goals for the three-year performance cycle beginning that year. Target award opportunities are set as a percentage of the mid-point of the salary range for the executive’s grade level during the final year of the three-year cycle, except for Mr. Mark’s target, which was expressed as a specific number of shares of common stock. For more information regarding Mr. Mark’s LTGG award, see pages 25 to 26 below. These target award opportunities are set based on

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market and individual considerations and for the eligible Named Officers in 2007 ranged from 59% to 90% of their salary grade mid-point. The maximum award opportunity is equal to 175% of target.

At the same time each year, the P&O Committee approves a “Profitable Growth Matrix,” applicable to all participants in the LTGG Program, which sets forth what the percentage of target award payout will be paid for various levels of growth in compounded annual net sales and growth in earnings-per-share over the three-year measurement period. For the 2005–2007 cycle, a payout at target (i.e., 100% of the award opportunity) required growth in both Base Business Earnings-Per-Share and compounded annual net sales during the three-year period of 11% and 6%, respectively. If performance exceeds this level, above-target awards may be made. If it falls below this level, awards are reduced. If growth in compounded Base Business Earnings-Per-Share over the three-year period is less than 6%, no award is made.

Awards are granted after the three-year performance period in the form of restricted stock based on the fair market value of the Company’s common stock on the date of the award. Grants of awards are subject to the discretion of the P&O Committee, which may adjust the awards downward, but may not increase the awards. As noted, once granted, these awards are subject to a three- year vesting period during which time the recipient must remain employed by the Company unless he or she is eligible for retirement.

Award Payouts. The Company’s results in 2005, 2006 and 2007 exceeded the applicable growth in sales and earnings-per-share goals described above. Accordingly, awards to the eligible Named Officers under the LTGG Program for the 2005 through 2007 cycle (the “2007 LTGG Program Awards”) were at 125% of target. The 2007 LTGG Program Awards were granted in February 2008, after full results for the 2005–2007 measurement cycle were known. Accordingly, the 2007 LTGG Program Awards are not reflected in column (e) (“Stock Awards”) of the Summary Compensation Table on page 28. Instead, as required by SEC rules, the amount in column (e) includes the amortized portions of LTGG awards for the 2004–2006, 2003–2005 and 2002–2004 cycles that were recognized in the Company’s 2007 financial statements in accordance with SFAS 123R. The percentage payout versus target for the Named Officers for these earlier award cycles was 63% for the 2004–2006 cycle, 52% for the 2003–2005 cycle, and 58% for the 2002–2004 cycle. The same performance measures described above also applied.

Restricted Stock Award Program. Restricted stock awards under the Restricted Stock Award Program that complements the stock option program are granted to Named Officers based on fixed guidelines established in accordance with the same factors that are used to determine stock option grants. These restricted stock awards are granted at the same time as stock options and, as with stock option awards, actual awards may vary from the target based on individual or business unit performance or the assumption of increased responsibilities. (See discussion of the assessment of individual and business unit performance on page 21). The 2007 awards to the eligible Named Officers under this program were either at or above the median of the Comparison Group due to high individual and Company performance. For all executive officers, this program was eliminated as of January 1, 2008 and replaced by proportionately increased performance-based restricted stock awards under the LTGG Program.

Recognition and Retention Awards

The P&O Committee has the authority under the EICP Plan to make additional awards of cash, common stock, restricted stock or a combination thereof. As discussed below under “Former Chief Executive Officer,” in 2007 the P&O Committee granted 75,518 shares of restricted stock to Mr. Mark to recognize his substantial continuing contributions to the Company’s performance and to help ensure his retention as Chairman of the Board during the ongoing senior management transition. Also, in 2008, the P&O Committee granted a recognition and retention awards of 6,400, 1,090, 545 and 990 shares of restricted stock to Messrs. Cook, Tangney, Hendry and Garcia, respectively.

Stock Ownership Guidelines

To further align the interests of the Company’s directors and officers with those of its stockholders, the Board has established minimum stock ownership guidelines applicable to directors and members of

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senior management. Independent directors are required to own Colgate stock in amounts equal in value to at least five times their annual fee. The CEO is required to own Colgate stock equal in value to five times his annual salary, and the other Named Officers must hold Colgate stock in amounts equal to three times their annual salaries. Other senior managers of the Company are subject to ownership requirements ranging from one to two times their annual salary. Directors have five years from their initial election to the Board and executives have five years from their initial promotion into an eligible position to achieve required ownership levels. Compliance with these guidelines is evaluated on an annual basis. All of the Named Officers and directors complied with this policy.

Chief Executive Officer Compensation

As noted above, Mr. Cook became CEO effective July 1, 2007. In anticipation of his promotion, the P&O Committee engaged Mercer, as an outside consultant, to make recommendations regarding an appropriate compensation program for Mr. Cook. Mercer based its recommendations on Colgate’s compensation philosophy, competitive data from the Comparison Group and market trends. As a result of the Mercer review, the P&O Committee, in consultation with the other independent directors of the Board, determined to adjust the various elements of Mr. Cook’s compensation to reflect his role as CEO as more fully set forth below. Mr. Cook had no role in setting his own compensation.

Salary

Effective as of his July 1, 2007, promotion as CEO, Mr. Cook’s annual salary was increased from $925,000 to $1,000,000. Since he recently assumed his current position as CEO, Mr. Cook’s salary is below the 50th percentile of salaries for CEOs in the Comparison Group.

Annual Bonus

Also effective as of July 1, 2007, Mr. Cook’s target annual incentive award was increased from 95% to 125% of his base salary to recognize his promotion as CEO and his contributions to the Company’s strong performance. Since 2005, Mr. Cook has successfully led the Company’s strategic initiatives of increasing market share, building professional endorsement, strengthening Colgate’s customer partnerships, enhancing innovation and improving efficiency and effectiveness in all of the Company’s processes. In addition, he has had a critical role in leading the implementation of the Company’s 2004 Restructuring Program. As discussed above under “Annual Performance-Based Incentives—Cash Bonus”, the CEO’s annual cash bonus, like that of the other Named Officers with corporate-wide responsibilities, is formula-driven, and is payable based upon the strength of earnings-per-share growth achieved by the Company, subject to the P&O Committee’s discretion to adjust the award downward. As discussed on page 20, since Base Business Earnings-Per-Share growth in 2007 exceeded the level necessary under the pre-established formula to generate maximum awards to the Named Officers with corporate-wide responsibilities, Mr. Cook’s award was 220% of his base salary. In addition, since the Company’s Base Business Earnings-Per-Share growth in 2007 was among the top three of the companies in the Peer Company Group, Mr. Cook, along with the other eligible Named Officers, received the supplemental award described on page 20 equal to 25% of their mid-point bonus award opportunity.

Restricted Stock Awards

Also effective as of his July 1, 2007 promotion, Mr. Cook’s new target LTGG Program restricted stock award was increased from 95% to 125% of his base salary midpoint to recognize his promotion as CEO and his contributions to the Company’s strong performance, as described above. As discussed above under “LTGG Program” on page 22, the CEO’s LTGG program restricted stock award, like that of the other Named Officers, is formula driven and is payable based upon the strength of growth in compounded annual net sales and earnings per share over a three-year measurement period, subject to the P&O Committee’s discretion to adjust the award downward. In February 2008, Mr. Cook was granted 16,441 shares of restricted stock, or 125% of target. As in the case of all other executives, this award was above target as the Company exceeded its performance goals over the 2005 to 2007 measurement period.

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In addition, effective as of July 1, 2007, Mr. Cook’s annual award under the Restricted Stock Award Program described on page 23 was increased from 9,167 shares to 13,875 shares. The P&O Committee approved this amount for Mr. Cook based on Mercer’s recommendation and the Committee’s desire to link the largest portion of his variable compensation to the Company’s financial performance and stockholders’ interests. In September 2007, Mr. Cook received 13,875 shares of time-vested restricted stock under the Restricted Stock Award program consistent with the committee’s recommendation and due to high individual and Company performance. As noted above, Mr. Cook also received a recognition and retention award of 6,400 shares of restricted stock in February 2008.

Stock Options

Effective as of July 1, 2007, Mr. Cook’s annual stock option award was increased from 165,000 to 250,000 options. The P&O Committee approved this amount for Mr. Cook based on the same reasons described above for his award under the Restricted Stock Award Program. In September 2007, Mr. Cook received 250,000 stock options under the Stock Option Award program described above, due to high individual and Company performance.

Retired Executive Officers

Former Chief Executive Officer

As of July 1, 2007, Mr. Mark retired as Chief Executive Officer. For his services as CEO during 2007, Mr. Mark received a pro-rated portion of his annual salary, bonus, LTGG Program restricted stock award and a recognition and retention restricted stock award, as described further below. At the Board’s request, Mr. Mark will remain as Chairman of the Company’s Board for up to 18 months after that date. For information regarding Mr. Mark’s compensation as a non-employee director since July 1, 2007, please see page 50.

Salary

As discussed above under “Base Salary”, the mid-point of the salary range for executive officers is generally set at the median of the Comparison Group, with salaries above the median available to exceptional performers and key contributors to the Company’s success. The P&O Committee did not increase Mr. Mark’s annual salary in 2007. In light of Mr. Mark’s long tenure as Chairman and CEO and the consistently strong performance of the Company over more than two decades under his leadership, Mr. Mark’s salary prior to his retirement was at approximately the 90th percentile of salaries for CEOs in the Comparison Group.

Annual Cash Bonus

As discussed above under “Annual Incentives—Cash Bonus,” Mr. Mark’s annual cash bonus as CEO, like that of the other Named Officers with corporate-wide responsibilities, was formula-based and was payable based upon the strength of earnings-per-share growth achieved by the Company, subject to the P&O Committee’s discretion to adjust the award downward. As discussed on page 20, since Base Business Earnings-Per-Share growth in 2007 exceeded the level necessary under the pre-established formula to generate maximum awards to the Named Officers, Mr. Mark’s award was limited to a pro-rated portion of the maximum payout of 210% of base salary. In addition, since the Company’s Base Business Earnings-Per-Share growth in 2007 was among the top three of the companies in the Peer Company Group, Mr. Mark, along with the other Named Officers, received a pro-rated portion of the supplemental award described on page 20 equal to 25% of their mid-point bonus award opportunity.

Restricted Stock Awards

Like other Colgate executives, as CEO Mr. Mark was eligible for restricted stock awards under the performance-based LTGG Program. As discussed above, Mr. Mark’s target award opportunity under the LTGG Program is established in shares of common stock rather than a dollar amount. For 2007, his target award opportunity was 97,200 shares. As discussed above, the P&O Committee granted restricted

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stock awards to all participants in the LTGG Program for 2007 based on compound annual sales and earnings-per-share growth over the 2005 through 2007 measurement period. In February 2008, Mr. Mark qualified for an award of 101,007 shares of restricted stock, representing a pro-rated portion of 125% of target, which was paid in cash in accordance with plan terms given Mr. Mark’s retiree status. As in the case of all other executives, this award was above target as the Company exceeded its performance goals during the three-year period.

In 2003 and 2004, the P&O Committee conducted a comprehensive review of Mr. Mark’s compensation with the assistance of Towers Perrin, an outside compensation consultant. This review was occasioned by the expiration of Mr. Mark’s long-term (1997–2003) premium-priced stock option grant (see discussion under “Stock Options” below) and the consequent need to develop a new incentive plan for him. As a result of this review, the Board concluded that annual grants of restricted stock with a retention feature would be an appropriate form of compensation for Mr. Mark in light of Mr. Mark’s expected retirement in 2007 and the associated senior management transition.

Accordingly, in June 2007, the P&O Committee, with the concurrence of the other independent members of the Board, granted Mr. Mark a restricted stock award of 75,518 shares. Similar awards, described in prior years’ proxy statements, were made in 2004, 2005 and 2006. In making these awards, the P&O Committee wished to recognize Mr. Mark’s substantial continuing contributions to the Company and its desire to retain him during the ongoing senior management transition.

Stock Options

As noted above, Mr. Mark did not receive a stock option grant in 2007 or a grant under the Restricted Stock Award Program that complements the stock option program. During the past fourteen years, Mr. Mark has received only two new option awards, each of which consisted of performance-based, above-market options intended to cover a multi-year period. These awards were made in 1993 and 1997, in lieu of grants that would otherwise have been made on an annual basis through 2003. These options had premium strike prices ranging from 10% to 80% over the market price of the common stock on the date of grant and were subject to additional stock price performance criteria, all of which were satisfied. In November 2007, Mr. Mark exercised the 1997 options at the end of their term. For more information regarding Mr. Mark’s exercise of his 1997 options, see “2007 Option Exercises and Vesting of Previously Granted Restricted Stock Awards” on page 37. During the 10-year period the 1997 options were in effect (November 7, 1997 to November 6, 2007), Colgate’s common stock price increased 174%, versus a 92% increase for the S&P 500 and 140% increase for the Peer Company Group for the same period. During the same 10-year period, Colgate’s market capitalization increased from $18.5 billion to $38.4 billion. While serving as CEO, Mr. Mark received no new stock options since the above-market options were granted in 1997.

Retirement Benefits

Upon his retirement, Mr. Mark received the normal retirement benefits applicable to him under the existing Company plans, which included a pension benefit, accumulated over his 44-year tenure, paid in the form of a lump sum of $35.6 million and an annuity of $160,764 per year. For a description of the benefits Mr. Mark received upon retirement, see note 3 on page 41.

Former Vice Chairman

As of April 1, 2007, Mr. Teruel retired as the Company’s Vice Chairman. Upon his retirement, Mr. Teruel received the normal retirement benefits applicable to him under the existing Company plans, which included a pension benefit, accumulated over his 35-year tenure, paid in a lump sum of $4.8 million in April 2007 and $8.4 million in October 2007 and an annuity of $132,252 per year. In addition, the Company entered into an agreement with Mr. Teruel which provided for a payment in the amount of $2.64 million in exchange for Mr. Teruel’s commitment to remain available to the Company for consultation as needed from time to time during the three years following his retirement and a covenant not to compete with the Company during this period. Since Mr. Teruel retired on April 1, 2007, he was not eligible for any annual bonus, stock option or time-vested restricted stock awards. He was eligible for

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and did receive a LTGG award for the 2004-2006 cycle of 5,153 shares of restricted stock under the applicable LTGG Program formula described above.

Conclusion

In summary, the Company believes that strong executive performance is vital to strong Company performance. Thus, its approach to executive compensation is guided by the principle that executives should have the potential for increased earnings when performance objectives are exceeded, provided that there is appropriate downside risk if performance objectives are not met.

P&O Committee Report

The P&O Committee has reviewed and discussed with management the Compensation Discussion and Analysis and, based on such review and discussions, recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form 10-K and this Proxy Statement.

The foregoing P&O Committee report has been submitted by the members of the P&O Committee: Richard J. Kogan (Chair), John T. Cahill (Deputy Chair), Jill K. Conway, David W. Johnson, Delano E. Lewis and J. Pedro Reinhard.

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Summary Compensation Table

The following table shows the compensation of the Company’s current CEO, retired CEO, Chief Financial Officer and four other most highly compensated executive officers (the “Named Officers”) for 2007 and, to the extent an officer was a “Named Officer” in the prior year, for 2006.

Notes to the Summary Compensation Table

(Notes continued on next page)

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(Notes continued on next page)

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(Notes continued on next page)

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Grants of Plan-Based Awards

The following table shows information about the non-equity incentive awards, stock options and restricted stock awards that are reflected in the Summary Compensation Table for 2007 and that were granted to the Named Officers either during or with respect to services rendered in 2007.