Pricing Supplement No. 2 dated February 25, 2002 Rule 424(B)(3) (To Prospectus dated November 13, 2001 File No. 333-72340 and Prospectus Supplement dated November 13, 2001) Colgate-Palmolive Company Medium-Term Notes - Fixed Rate Series E We are hereby offering to sell Notes having the terms specified below to you with the assistance of Deutsche Bank Alex. Brown Inc., Goldman Sachs & Co., J.P. Morgan Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated, Salomon Smith Barney Inc., UBS Warburg LLC and The Williams Capital Group, L.P. (the "Agents"), acting as principal, at a fixed initial public offering price of 100% of the principal amount. Principal Amount: $300,000,000 Trade Date: February 25, 2002 Issue Price: 100% Original Issue Date: March 4, 2002 Interest Rate: 3.98% Net Proceeds to Colgate: $298,950,000 Stated Maturity Date: April 29, 2005 Agents' Discount or Commission: $1,050,000 Interest Payment Dates: April 29 and October 29 of each year, commencing on October 29, 2002. Day Count Convention: [ X ] 30/360 for the period from March 4, 2002 to April 29, 2005. [ ] Actual/360 for the period from to . [ ] Actual/Actual for the period from _______ to _______ Redemption: The Notes are not subject to redemption at the option of Colgate prior to the stated maturity date. Optional Repayment: The Notes are not subject to repayment at the option of the holders prior to the stated maturity date. Currency: Specified Currency: US Dollars Minimum Denomination: $1,000 Original Issue Discount: [ ] [ X ] No Total amount of OID: Yield to Maturity: Initial Accrual Period: Form: [ X ] Book-entry [ ] CertificatedThe Agents have severally, and not jointly, agreed to purchase from us, and we have agreed to sell to the Agents, the principal amount of Notes set forth opposite their respective names. Agent Principal Amount of Notes Deutsche Bank Alex. Brown Inc. $ 45,000,000 Goldman Sachs & Co. 45,000,000 J.P. Morgan Securities Inc. 45,000,000 Merrill Lynch, Pierce, Fenner & Smith Incorporated 45,000,000 Morgan Stanley & Co. Incorporated 45,000,000 Salomon Smith Barney Inc. 45,000,000 UBS Warburg LLC 15,000,000 The Williams Capital Group, L.P. 15,000,000 ------------ Total: $300,000,000 ============ [ ] Other provisions: Use of Proceeds: - --------------- The net proceeds from the sale of the Notes will be used by Colgate to retire commercial paper which was issued by Colgate for general corporate purposes and working capital financing. As of February 25, 2002, Colgate's outstanding commercial paper had a weighted average interest rate of 1.76% with maturities ranging from 1 day to 64 days. 2