COLGATE-PALMOLIVE COMPANY

                     EXECUTIVE INCENTIVE COMPENSATION PLAN

As approved by the Stockholders April 25, 1962 and amended by the Board of
Directors through March 17, 1994.

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 Disinterested
Person (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) "Disinterested Person" shall mean a member of the Board of Directors of the
Company who qualifies as a disinterested person as defined in Rule 16b-3(c)(2),
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. In the case of
participants subject to Section 16(b) of the Exchange Act, such elections (i)
may not be made within six months from the date of grant of the award, except in
the event of death, disability, retirement or other termination of 


employment of the participant, (ii) may be made either (a) during the period
beginning on the third business day following the date of release of a
summary statement of the Company's annual or quarterly sales and
earnings and ending on the twelfth business day following such date of
release or (b) by making an irrevocable election at least six months
prior to the effective date of such election and (iii) may be
disapproved by the Committee.

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.

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.