EXHIBIT 4-A

         On March 14, 2002, the Board of Directors of the Company resolved to
amend the Rights Agreement between First Chicago Trust Company of New York (the
"Rights Agent") and Colgate-Palmolive Company dated October 23, 1998 (the
"Agreement") as follows:

               Section 21 of the Agreement entitled "Change of Rights Agent" is
          hereby deleted in its entirety and replaced with the following:

          Change of Rights Agent. The Rights Agent or any successor Rights Agent
          may resign and be discharged from its duties under this Agreement upon
          30 days' notice in writing mailed to the Company and to each transfer
          agent of the Common Shares or Preferred Shares by registered or
          certified mail, and to the holders of the Right Certificates by
          first-class mail. The Company may remove the Rights Agent or any
          successor Rights Agent upon 30 days' notice in writing mailed to the
          Rights Agent or any successor Rights Agent, as the case may be, and to
          each transfer agent of the Common Shares or Preferred Shares by
          registered or certified mail, and to the holders of the Right
          Certificates by first-class mail. If the Rights Agent shall resign or
          be removed or shall otherwise become incapable of acting, the Company
          shall appoint a successor to the Rights Agent. If the Company shall
          fail to make such appointment within a period of 30 days after giving
          notice of such removal or after it has been notified in writing of
          such resignation or incapacity by the resigning or incapacitated
          Rights Agent or by the holder of a Right Certificate (who shall, with
          such notice, submit such holder's Right Certificate for inspection by
          the Company), then the registered holder of any Right Certificate may
          apply to any court of competent jurisdiction for the appointment of a
          new Rights Agent. Any successor Rights Agent, whether appointed by the
          Company or by such a court, shall be a corporation or trust company
          organized and doing business under the laws of the United States, in
          good standing, which is authorized under such laws to exercise
          corporate trust or stock transfer powers and is subject to supervision
          or examination by federal or state authority and which has
          individually or combined with an affiliate at the time of its
          appointment as Rights Agent a combined capital and surplus of at least
          $100 million dollars. After appointment, the successor Rights Agent
          shall be vested with the same powers, rights, duties and
          responsibilities as if it had been originally named as Rights Agent
          without further act or deed; but the predecessor Rights Agent shall
          deliver and transfer to the successor Rights Agent any property at the
          time held by it hereunder, and execute and deliver any further
          assurance, conveyance, act or deed necessary for the purpose. Not
          later than the effective date of any such appointment the Company
          shall file notice thereof in writing with the predecessor Rights Agent
          and each transfer agent of the Common Shares or Preferred Shares, and
          mail a notice thereof in writing to the registered holders of the
          Right Certificates. Failure to give any notice provided for in this
          Section 21, however, or any defect therein, shall not affect the
          legality or validity of the resignation or removal of the Rights Agent
          or the appointment of the successor Rights Agent, as the case may be.