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                         EXECUTIVE EMPLOYMENT AGREEMENT

                  AGREEMENT,  dated as of June 4, 1998, between  CARTER-WALLACE,
INC., a Delaware corporation (the "Company"),  as the employer, and RALPH LEVINE
(the "Executive"), as the employee.

                              W I T N E S S E T H:

                  WHEREAS, the Executive has been employed by the Company
in an executive capacity for a number of years; and
                  WHEREAS,  the Company  desires to employ the Executive and the
Executive  desires to be  employed  by the  Company on the terms and  conditions
hereinafter set forth;
                  NOW,  THEREFORE,  in  consideration  of the  mutual  covenants
herein, the Company and the Executive agree as follows:

1.       Period of Employment.  The Company shall employ the
Executive pursuant to this Agreement for a period (the "Term")
commencing as of the date hereof and continuing until terminated
as provided in Section 8 of this Agreement.

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                  2. Compensation.  The Executive shall be paid a base salary at
the rate of not less than  $884,000  per year during the Term,  payable in equal
semi-monthly installments.  Notwithstand ing the foregoing, said base salary may
be increased (but not decreased) as determined by the Company in accordance with
the policies of the Company and said  increased  salary shall  thereafter be the
base salary of the Executive.  In addition,  the Executive  shall be entitled to
participate,  on a basis  consistent with his position with the Company,  in any
retirement,  pension,  profit sharing,  bonus, stock option and restricted stock
award  plans,  and death  and life  insurance  benefits  and  medical  insurance
programs,  of the Company, now in existence or hereafter adopted, in which other
executive employees participate,  in accordance with the terms of any such plan,
benefit or program.

                  3. Reimbursement for Expenses. The Company shall reimburse the
Executive  in a manner  consistent  with the  policies  of the  Company  for all
reasonable  expenses  of the  Company  incurred  or  paid  by the  Executive  in
discharge of his duties hereunder.

                  4.  Duties  and  Title of  Executive.  During  the  Term,  the
Executive shall have the title of President and Chief Operating  Officer,  shall
report  directly  to the Chief  Executive  Officer of the  Company  (or,  if the
Company becomes a subsidiary of another company,  to the Chief Executive Officer
of the ultimate  parent of such  company) and shall have the powers,  status and
duties that are normally exercised in and ordinarily pertain to these positions.

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<PAGE>

                  To the extent feasible and consistent with applicable law, the
Company  shall use its best  efforts  to cause  the  Executive  to be  elected a
director of the Company and a member of the  Company's  Executive  Committee and
Corporate Office.

                  The  Executive's  office  shall be  located  at the  Company's
executive  office  located at 1345 Avenue of the  Americas,  New York,  New York
10105 or in such other  suitable  and  comparable  space in New York City as the
Board of Directors may select.

                  5.  Acceptance  by  Executive.   The  Executive   accepts  the
aforementioned  employment at the compensation specified above. During the Term,
the Executive shall devote his best efforts to the service of the Company and to
the performance of the duties  specified above. The Executive shall be permitted
to take  vacation in each year of his  employment  in  conformance  with Company
vacation  policy,  the terms of which (as applied to the Executive)  shall be no
less favorable than the terms of such policy as in effect on the date hereof.

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                  6. Covenant Not to Compete;  Nonsolicitation.  (a) Except with
the prior written consent of the Company  authorized by a resolution  adopted by
the Board of Directors  of the Company,  during the Term and for a period of one
year after the  termination of the  Executive's  employment for any reason,  the
Executive  will not, and will not permit any  corporation,  partnership or other
business  entity in which the  Executive  has a  financial  interest,  to engage
directly or indirectly in any business which is competitive with the business of
the Company;  provided  that the ownership by the Executive of not more than one
percent of the capital stock of any other  corporation or a one percent interest
in any  partnership  or  other  business  entity  shall  not be  deemed  to be a
violation of this Section 6.

                  (b)  During  the Term and for a period  of one year  after the
termination of the  Executive's  employment for any reason,  the Executive shall
not personally (and shall not personally cause others to) (i) take any action to
solicit or divert any material business or customers away from the Company, (ii)
induce customers, potential customers,  suppliers, agents or other persons 

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under  contract or otherwise  associated  or doing  business with the Company to
terminate, reduce or alter any such association or business, or (iii) induce any
person employed by the Company to (A) terminate such employment arrangement, (B)
accept  employment with another  person,  or (C) interfere with the customers or
suppliers or otherwise with the Company in any manner.

                  7. Secrecy; Nondisparagement. (a) The Executive recognizes and
acknowledges  that the  information  (such as,  but not  limited  to,  financial
information),  trade secrets,  formulae,  manufacturing methods, technical data,
know-how and secret processes of the Company as acquired and used by the Company
are special,  valuable and unique assets of the Company. The Executive will not,
during the Term or at any time thereafter,  disclose any such information, trade
secrets,  formulae,  manufacturing methods,  technical data, know-how and secret
processes to any person, firm, corporation,  association or any other entity for
any  reason or  purpose  whatsoever  without  the prior  written  consent of the
Company, unless such information shall have previously become public knowledge.

                  (b) The Executive agrees that he will not make any disparaging
statements  about the Company or the  directors,  

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officers or employees of the Company;  provided that this Section 7(b) shall not
apply  to  truthful  testimony  as  a  witness,   compliance  with  other  legal
obligations,  or truthful assertion of or defense against any claim or breach of
this  Agreement,  or to the  Executive's  truthful  statements or disclosures to
officers or  directors of the  Company,  and shall not require the  Executive to
make false  statements  or  disclosures.  The Company  agrees  that  neither the
directors nor the officers of the Company nor any  spokesperson  for the Company
shall make any disparaging  statements  about the Executive;  provided that this
Section 7(b) shall not apply to truthful testimony as a witness, compliance with
other legal  obligations,  truthful assertion of or defense against any claim of
breach  of  this  Agreement,  or  truthful  statements  or  disclosures  to  the
Executive, and shall not require false statements or disclosures to be made.

                  8. Termination.  (a) Cause. The Board of Directors,  by a vote
of three-quarters of the entire Board of Directors, may terminate the employment
of the  Executive if the conduct of the Executive  shall,  in the opinion of the
Board of Directors,  constitute cause for immediate  dismissal.  As used in this
Agreement,  the term "cause" shall mean (i) the Executive's willful and material
breach of Sections 6 or 7 of this Agreement;  

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(ii) the Executive's conviction of a felony; or (iii) the Executive's engagement
in conduct that constitutes willful gross neglect or willful gross misconduct in
carrying  out his duties under this  Agreement,  resulting,  in either case,  in
material  harm to the  financial  condition or  reputation  of the Company.  For
purposes of this  Agreement,  an act or failure to act on the  Executive's  part
shall be considered "willful" if it was done or omitted to be done by him not in
good faith,  and shall not include any act or failure to act resulting  from any
incapacity of the Executive.  Notwithstanding  the foregoing,  a termination for
"cause" shall not take effect unless the Executive has been given written notice
by the Company of its intention to terminate him for "cause", such notice (A) to
state in detail the  particular  act or acts or failure or  failures to act that
constitute  the grounds on which the proposed  termination  for "cause" is based
and (B) to be given within 90 days of the Company's learning of such act or acts
or failure or failures to act. The  Executive  shall have 20 days after the date
that such written notice has been given to him in which to cure such conduct, to
the  extent  such  cure is  possible.  If he fails  to cure  such  conduct,  the
Executive  shall then be entitled to a hearing  before the Board of Directors at
which the Executive  and 

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his counsel are entitled to appear. Such hearing shall be held within 25 days of
such notice to the  Executive,  provided he requests such hearing within 10 days
of the written  notice from the Company of the  intention to  terminate  him for
"cause". If, within five days following such hearing, the Executive is furnished
written  notice by the Board of  Directors  confirming  that,  in its  judgment,
grounds  for  "cause"  on the  basis  of the  original  notice  exist,  he shall
thereupon be terminated for "cause."

                  (b) Without Cause. The Board of Directors,  by a majority vote
of the entire Board of Directors,  may terminate the employment of the Executive
without cause.

                  (c)  Disability.  The Board of Directors of the Company,  by a
vote  of a  majority  of the  entire  Board  of  Directors,  may  terminate  the
employment  of the  Executive  under this  Agreement if the Executive has become
incapacitated  or disabled to such an extent that he is incapable of  performing
the duties and  services  required  to be  performed  hereunder  for a period or
periods aggregating in excess of six months in any twelve-month period.

                  (d) Death.  The employment of the Executive shall terminate if
the Executive shall die.

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<PAGE>

                  (e) Voluntary Termination or Retirement. The employment of the
Executive  shall  terminate  if  the  Executive  shall   voluntarily  leave  the
employment  of the Company for other than good reason or shall  retire.  As used
herein,  "good  reason"  shall mean (i) the  assignment  to the Executive of any
duties  inconsistent  in any respect with the  Executive's  position  (including
status,  offices,  titles and  reporting  relationships),  authority,  duties or
responsibilities  as  contemplated  by Section 4 of this  Agreement or any other
action by the Company that results in a diminution in such position,  authority,
duties  or   responsibilities,   excluding   for  this   purpose  an   isolated,
insubstantial and inadvertent  action not taken in bad faith that is remedied by
the Company  promptly  after receipt of notice  thereof given by the  Executive;
(ii) a decrease in the target annual incentive award opportunity below 56.25% of
his base salary;  (iii) the transfer or attempted  assignment  of the  Executive
without his consent to a location outside New York City or the assignment to the
Executive  of duties that  require  that he travel  outside New York City in any
fiscal year for more than the average number of days of business-related  travel
in the  preceding  three  fiscal  years;  or (iv) any  failure of the Company to
comply with and satisfy  Section 13(c) of this  Agreement or any 

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other  material  breach of this  Agreement by the Company.  For purposes of this
Agreement,  "retire"  or  "retirement"  shall  mean  the  Executive's  voluntary
termination  of  employment  with the  Company  after  attaining  age 65 or,  if
earlier,  the date on which the  Executive is eligible to  terminate  employment
with the Company and promptly thereafter commence receiving  retirement benefits
pursuant to any pension plan maintained by the Company without any reduction for
the failure to attain a prescribed age.

                  (f)  Good  Reason.  The  employment  of the  Executive  may be
terminated by the Executive for good reason.

                  9.       Obligations of the Company Upon Termination.

                  (a)  Cause;  Voluntary  Termination  or  Retirement.   If  the
Executive's  employment is terminated under subsections (a) or (e) of Section 8,
the Company shall have no further obligations to the Executive hereunder, except
that the Company shall pay to the Executive the Accrued  Amounts (as hereinafter
defined) and, in the case of a  retirement,  a Pro-Rated  Bonus (as  hereinafter
defined).  Moreover,  in the case of a retirement,  all of the Executive's  then
outstanding  options  to  purchase  common  stock of the  Company  shall  become
immediately  vested and exercisable  for the remaining term of the options,  and
all of the  Executive's  then  outstanding  restricted and deferred stock grants
relating to 

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common stock of the Company  shall become  immediately  vested.  For purposes of
this Agreement, the "Accrued Amounts" means the full amount due to the Executive
and not theretofore paid for base salary up to the date of such termination, the
amount of any accrued  but unpaid  bonus on account of the last full fiscal year
preceding the date of such  termination  and the amount of any accrued  vacation
pay. A "Pro-Rated Bonus" means a pro-rated bonus reflecting the number of months
(treating any partial month as a full month for this purpose) in the Termination
Year (as  hereinafter  defined)  during which the Executive  was employed,  such
bonus to be calculated and paid as soon as practicable  following the end of the
Termination  Year. As used herein,  "Termination  Year" means the fiscal year in
which the Executive's employment is terminated.

                  (b) Without Cause; Good Reason. If the Executive's  employment
is terminated pursuant to subsections (b) or (f) of Section 8, the Company shall
pay to the  Executive  in a lump sum in cash within seven days after the date of
termination the aggregate of the following amounts:

                       (i)  The Accrued Amounts;

                      (ii)  Three times the Executive's Final
         Compensation.  For purposes of this Agreement, the

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         Executive's "Final  Compensation"  means the sum of (A) the Executive's
         annual base salary as in effect  immediately  prior to the  termination
         and (B) the greater of (x) the highest bonus earned by the Executive in
         any of the three full fiscal years  preceding  the date of  termination
         and (y) the target  bonus (based on the assumed  attainment  of 100% of
         the performance objectives) for the Termination Year; and

                     (iii) An  amount  equal  to the  increase  in the  lump-sum
         benefit  to  which  the   Executive   would  be   entitled   under  the
         Carter-Wallace, Inc. Executive Pension Benefits Plan (assuming for this
         purpose  that he had  elected  a  lump-sum  benefit  payable  upon  his
         termination)  if the  calculation of the gross benefit  thereunder (but
         not of any offset  amounts) were modified by (A)  increasing his number
         of years of  benefit  service  by five and (B)  substituting  his Final
         Compensation  for his "Modified  Average  Compensation"  in the benefit
         formula.

In  addition,  for  a  period  of  three  years  following  termination  of  the
Executive's employment,  or such longer period as any plan, program, practice or
policy may provide,  the Company shall continue benefits to the Executive and/or
his family at least equal to those which would have been  provided in accordance
with

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<PAGE>

the welfare  benefit plans,  programs,  practices and policies of the Company if
the Executive's employment had not been terminated,  including medical,  dental,
disability and group life insurance  plans and programs,  in accordance with the
most favorable plans, practices,  programs or policies of the Company during the
90-day  period  immediately  preceding  the date the  Executive's  employment is
terminated or, if more favorable, as in effect from time to time thereafter with
respect to other senior  executives  of the Company and their  families and, for
purposes of eligibility for retiree benefits pursuant to such plans,  practices,
programs and  policies,  the  Executive  shall be  considered  to have  remained
employed until the end of such three-year period and to have retired on the last
day of such period. Moreover, all of the Executive's then outstanding options to
purchase  common  stock of the  Company  shall  become  immediately  vested  and
exercisable  for the remaining term of the options,  and all of the  Executive's
then  outstanding  restricted and deferred stock grants relating to common stock
of the Company shall become immediately vested.

                  (c) Disability.  If the  Executive's  employment is terminated
pursuant  to  subsection  (c) of  Section  8, the  Company  shall (i) pay to the
Executive the Accrued Amounts and a Pro

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Rated  Bonus and (ii)  make,  or cause to be made,  payments  to the  Executive,
including  any payments  made to the  Executive  under the  Company's  Long-Term
Disability  Income Plan,  equal to sixty percent of the Executive's  annual base
salary rate in effect  immediately prior to the termination of employment of the
Executive,  payable  in  equal  semi-monthly  payments,  from  the  date of such
termination until the date on which payments would cease to be payable under the
terms of such Plan as in effect on the date hereof.

                  (d)  Death.  If  the  Executive's   employment  is  terminated
pursuant  to  subsection  (d)  of  Section  8,  the  Company  shall  pay  to the
Executive's estate the Accrued Amounts and a Pro-Rated Bonus.

                  (e) Nothing in this Section 9 shall be interpreted as reducing
or  eliminating  any benefits to which the  Executive or his  beneficiaries  are
entitled,  without  regard to this  Agreement,  under any plan or program of the
Company following a termination of employment for any reason.

                  (f) In  the  event  of any  termination  of  employment  under
Section 8, the Executive shall be under no obligation to seek other  employment,
and there shall be no offset  against any amounts due the  Executive  under this
Agreement  on  account  of  the  

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remuneration  attributable  to any subsequent  employment that the Executive may
obtain.  Any  amounts  due under this  Section 9 are in the nature of  severance
payments,  or  liquidated  damages,  or  both,  and are not in the  nature  of a
penalty.

                  (g)  The  Company  shall  pay  fees  and  expenses  reasonably
incurred  by the  Executive  as a result of his seeking to obtain or enforce any
right or benefit provided by this Agreement,  promptly and from time to time, at
his  request as such fees and  expenses  are  incurred  unless  the  Executive's
actions in such regard are determined to be frivolous or in bad faith.

                  (h) The  Executive  agrees,  as a condition  to receipt of the
termination  payments and benefits  provided for in this Section 9, that he will
execute a release  agreement,  in a form reasonably  satisfactory to the Company
and the Executive, releasing any and all claims arising out of the Executive's
employment  (other than  enforcement of this Agreement,  the Executive's  rights
under any of the Company's incentive compensation and employee benefit plans and
programs to which he is entitled  under this  Agreement  or  otherwise,  and any
claim for any tort for  personal  injury  not  arising  out of or related to his
termination of employment).

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                  10. Excise Tax Gross-Up.  If the Executive becomes entitled to
one or more payments (including, without limitation, the vesting of any non-cash
benefit or  property),  whether  pursuant to the terms of this  Agreement or any
other  plan,  arrangement,  or  agreement  with the Company  (all such  amounts,
exclusive of additional  payments pursuant to this Section 10, being referred to
herein as the "Total Payments"),  which are or become subject to the tax imposed
by Section  4999 of the Internal  Revenue Code of 1986,  as amended (the "Code")
(or any similar tax that may  hereafter  be imposed)  (the  "Excise  Tax"),  the
Company  shall pay to the  Executive at the time  specified  below an additional
amount  (the  "Gross-Up  Payment")  such  that the net  amount  retained  by the
Executive,  after  reduction for (x) any Excise Tax  (including any penalties or
interest  thereon) on the Total Payments and on the Gross-Up Payment and (y) any
federal, state, or local income or employment tax on the Gross-Up Payment, shall
be equal to the sum of (a) the Total  Payments,  and (b) an amount  equal to the
product of any  deductions  disallowed for federal,  state,  or local income tax
purposes  because of the  inclusion of the Gross-Up  Payment in the  Executive's
adjusted  gross income  multiplied  by the highest  applicable  marginal rate 

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of federal, state, or local income taxation, respectively, for the calendar year
in which the Gross-Up Payment is to be made.

                  For purposes of determining  whether any of the Total Payments
will be subject to the Excise  Tax and the amount of such  Excise  Tax,  (i) the
Total  Payments shall be treated as "parachute  payments"  within the meaning of
Section  280G(b)(2) of the Code, and all "excess parachute  payments" within the
meaning  of  Section  280G(b)(1)  of the Code shall be treated as subject to the
Excise Tax,  unless,  and except to the extent that,  in the written  opinion of
independent tax counsel or auditors of nationally  recognized  standing selected
by  the  Company  and  reasonably  acceptable  to  the  Executive  ("Independent
Advisors"),  the Total Payments do not constitute  parachute  payments,  or such
excess  parachute  payments in excess of the base  amount  within the meaning of
Section  280G(b)(3) of the Code represent  reasonable  compensation for services
actually  rendered  within the meaning of Section  280G(b)(4) of the Code or are
otherwise  not  subject to the Excise  Tax;  and (ii) the value of any  non-cash
benefits  or  any  deferred  payment  or  benefit  shall  be  determined  by the
Independent  Advisors in accordance  with the principles of Sections  280G(d)(3)
and (4) of the Code. If more than one Gross- Up Payment is made  (including  for
this purpose any parachute  

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excise  tax  gross-up   payment  pursuant  to  the  terms  of  any  other  plan,
arrangement, or agreement with the Company), the amount of each Gross-Up Payment
shall be computed so as not to duplicate any prior Gross-Up Payment.

                  For  purposes  of  determining  the  amount  of  the  Gross-Up
Payment,  the Executive  shall be deemed (A) to pay federal  income taxes at the
highest  marginal rate of federal income taxation for the calendar year in which
the Gross-Up  Payment is to be made; (B) to pay any  applicable  state and local
income taxes at the highest  marginal  rate of taxation for the calendar year in
which the  Gross-Up  Payment  is to be made,  net of the  maximum  reduction  in
federal  income taxes which could be obtained  from  deduction of such state and
local taxes if paid in such year  (determined  without  regard to limitations on
deductions based upon the amount of the Executive's  adjusted gross income); and
(C) to have otherwise allowable deductions for federal,  state, and local income
tax purposes at least equal to those disallowed  because of the inclusion of the
Gross-Up Payment in the Executive's adjusted gross income.

                  The Gross-Up Payment shall be paid on or before the earlier of
(i) the 30th day after it has been  determined  that the Total  Payments (or any
portion  thereof)  are  subject to the Excise 

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<PAGE>

Tax,  or (ii) the date on which the Excise Tax  becomes  due and  payable to the
taxing  authorities;  provided,  however,  that if the  amount of such  Gross-Up
Payment or portion  thereof cannot be finally  determined on or before such day,
the Company shall pay to the Executive on such day an estimate, as determined by
the Independent  Advisors,  of the minimum amount of such payments and shall pay
the remainder of such payments  (together  with interest at the rate provided in
Section  1274(b)(2)(B)  of the  Code)  as  soon  as the  amount  thereof  can be
determined.  In the event that the amount of the estimated  payments exceeds the
amount subsequently determined by the Independent Advisors to have been due, the
Executive shall repay to the Company the amount of such excess, plus interest at
the rate  provided  in  Section  1274(b)(2)(B)  of the  Code,  within  five days
following the Company's demand therefor.

                  In the event that the Excise Tax is  subsequently  determined,
in a final judicial determination or a final administrative  settlement to which
the Executive is a party (a "Final  Determination"),  to be less than the amount
taken into  account  hereunder  at the time the  Gross-Up  Payment is made,  the
Executive  shall  repay to the  Company,  at the time  that the  amount  of such
reduction in Excise Tax is finally  determined  (but, if 

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previously paid to the taxing  authorities,  not prior to the time the amount of
such  reduction is refunded to the Executive or otherwise  realized as a benefit
by the Executive),  the portion of the Gross-Up Payment that would not have been
paid if such  Excise Tax as finally  determined  had been  applied in  initially
calculating the Gross-Up Payment,  plus interest on the amount of such repayment
at the rate provided in Section 1274(b)(2)(B) of the Code. In the event that the
Excise Tax is  determined  in a Final  Determination  to exceed the amount taken
into account  hereunder at the time the Gross-Up  Payment is made  (including by
reason of any payment the  existence or amount of which cannot be  determined at
the time of the Gross-Up Payment), the Company shall make an additional Gross-Up
Payment in respect of such excess (plus any interest and penalties  payable with
respect to such  excess)  at the time that the amount of such  excess if finally
determined.

                  The Company  shall have the right to control  all  proceedings
with the  Internal  Revenue  Service  that  may  arise  in  connection  with the
determination  and  assessment  of any Excise Tax and, at its sole  option,  the
Company may pursue or forego any and all  administrative  appeals,  proceedings,
hearings, and conferences with any taxing authority in respect of such Excise

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<PAGE>

Tax (including any interest or penalties thereon);  provided,  however, that the
Company's  control  over any such  proceedings  shall be limited to issues  with
respect  to  which a  Gross-Up  Payment  would  be  payable  hereunder,  and the
Executive  shall be entitled to settle or contest any other issue  raised by the
Internal  Revenue  Service or any other taxing  authority.  The Executive  shall
cooperate with the Company in any proceedings  relating to the determination and
assessment  of any Excise  Tax and shall not take any  position  or action  that
would materially increase the amount of any Gross-Up Payment hereunder.

                  11. Remedies. In the event of a breach or threatened breach by
the Executive of the provisions of Section 6 or Section 7 of this Agreement, the
Company shall be entitled to seek an injunction  restraining  the Executive from
violating either of said provisions, or any other remedy, including the recovery
of  damages  from  the  Executive.  If the  Executive  shall  breach  any of the
provisions of Section 6 or Section 7 of this Agreement,  nothing herein shall be
construed as  preventing  the Company from  withholding  any payment or payments
required to be made hereunder to the Executive.

                  12.  Assistance  in  Litigation.  The  Executive  shall,  upon
reasonable notice, furnish such information and proper 

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assistance  to the  Company as may  reasonably  be  required  by the  Company in
connection  with  any  litigation  in  which  it or any of its  subsidiaries  or
affiliates is or may become a party.

                  13.  Successors.   (a)  This  Agreement  is  personal  to  the
Executive and,  without the prior written  consent of the Company,  shall not be
assignable  by the Executive  otherwise  than by will or the laws of descent and
distribution. This Agreement shall inure to the benefit of and be enforceable by
the Executive's legal representatives.

                  (b)  This  Agreement  shall  inure  to the  benefit  of and be
binding upon the Company and its successors and assigns.

                  (c) The Company shall require any successor (whether direct or
indirect,   by  purchase,   merger,   consolidation  or  otherwise)  to  all  or
substantially  all of the  business  and/or  assets  of the  Company  to  assume
expressly and agree to perform this Agreement in the same manner and to the same
extent  that the Company  would be required to perform it if no such  succession
had taken place. As used in this Agreement,  "Company" shall mean the Company as
hereinbefore  defined  and  any  successor  to its  business  and/or  assets  as
aforesaid which assumes and agrees to perform this Agreement by operation of law
or otherwise.

                                       22


<PAGE>

                  14. Notices. All communications  hereunder shall be in writing
and delivered or mailed by registered  mail to the Company at 1345 Avenue of the
Americas, New York, New York 10105,  Attention:  Board of Directors,  and to the
Executive,  at 930 Park Avenue,  Apartment 7-N, New York, New York 10028, unless
another address has been given to the other party hereto in writing.

                  15.  Interpretation.  No  provision of this  Agreement  may be
altered or waived except in writing and executed by the other party hereto. This
Agreement constitutes the entire contract between the parties hereto and cancels
and supersedes all prior agreements, written or oral, relating to the employment
of the  Executive.  No party  shall be bound in any  manner  by any  warranties,
representations  or  guarantees,  except  as  specifically  set  forth  in  this
Agreement.  This Agreement  shall be interpreted  under the laws of the State of
New York.

                  16.  Arbitration.  The  parties  agree  that  any  dispute  or
controversy  arising  under  or in  connection  with  this  Agreement  shall  be
submitted to and  determined by  arbitration in New York, New York in accordance
with the Commercial  Arbitration Rules of the American  Arbitration  Association
and agree to be bound by the decision in any such arbitration provision.

                                       23

<PAGE>

                  17.  Renewals and  Amendments.  This Agreement may be renewed,
extended,  altered or amended at any time by mutual written  agreement signed by
both parties.

                                       24


<PAGE>

                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Agreement to be executed as of the day and year first above written.

                              CARTER-WALLACE, INC.



                                                By
                                                     ---------------------------
                                                         Chairman of the Board


                                                     ---------------------------
                                                             Ralph Levine

                                       25

<PAGE>
                         EXECUTIVE EMPLOYMENT AGREEMENT

                  AGREEMENT,  dated as of June 4, 1998, between  CARTER-WALLACE,
INC., a Delaware  corporation  (the  "Company"),  as the  employer,  and PAUL A.
VETERI (the "Executive"), as the employee.

                              W I T N E S S E T H:

                  WHEREAS,  the Executive has been employed by the Company in an
executive capacity for a number of years; and

                  WHEREAS,  the Company  desires to employ the Executive and the
Executive  desires to be  employed  by the  Company on the terms and  conditions
hereinafter set forth;

                  NOW,  THEREFORE,  in  consideration  of the  mutual  covenants
herein, the Company and the Executive agree as follows:

                  1.  Period  of  Employment.   The  Company  shall  employ  the
Executive  pursuant to this Agreement for a period (the "Term") commencing as of
the date hereof and continuing until terminated as provided in Section 8 of this
Agreement.

                  2. Compensation.  The Executive shall be paid a base salary at
the rate of not less than  $780,000  per year during the Term,  payable in equal
semi-monthly installments.  Notwithstand ing the foregoing, said base salary may
be increased (but not decreased) as determined by the Company in accordance with
the policies of the Company and said  increased  salary shall  thereafter be the
base salary of the Executive.  In addition,  the Executive  shall be entitled to
participate,  on a basis  consistent with his position with the Company,  in any
retirement,  pension,  profit sharing,  bonus, stock option and restricted stock
award  plans,  and death  and life  insurance  benefits  and  medical  insurance
programs,  of the Company, now in existence or hereafter adopted, in which other
executive employees participate,  in accordance with the terms of any such plan,
benefit or program.

                  3.       Reimbursement for Expenses.  The Company shall
reimburse the Executive in a manner consistent with the policies
of the Company for all reasonable expenses of the Company
incurred or paid by the Executive in discharge of his duties
hereunder.

                  4.       Duties and Title of Executive.  During the Term,
the Executive shall have the title of Executive Vice President
and Chief Financial Officer, shall report directly to the

                                       -2-



<PAGE>



President and Chief Operating  Officer of the Company and shall have the powers,
status and duties that are normally exercised in and ordinarily pertain to these
positions.

                  To the extent feasible and consistent with applicable law, the
Company  shall use its best  efforts  to cause  the  Executive  to be  elected a
director of the Company and a member of the  Company's  Executive  Committee and
Corporate Office.

                  The  Executive's  office  shall be  located  at the  Company's
executive  office  located at 1345 Avenue of the  Americas,  New York,  New York
10105 or in such other  suitable  and  comparable  space in New York City as the
Board of Directors may select.

                  5.  Acceptance  by  Executive.   The  Executive   accepts  the
aforementioned  employment at the compensation specified above. During the Term,
the Executive shall devote his best efforts to the service of the Company and to
the performance of the duties  specified above. The Executive shall be permitted
to take  vacation in each year of his  employment  in  conformance  with Company
vacation  policy,  the terms of which (as applied to the Executive)  shall be no
less favorable than the terms of such policy as in effect on the date hereof.

                                       -3-




<PAGE>



                  6. Covenant Not to Compete;  Nonsolicitation.  (a) Except with
the prior written consent of the Company  authorized by a resolution  adopted by
the Board of Directors  of the Company,  during the Term and for a period of one
year after the  termination of the  Executive's  employment for any reason,  the
Executive  will not, and will not permit any  corporation,  partnership or other
business  entity in which the  Executive  has a  financial  interest,  to engage
directly or indirectly in any business which is competitive with the business of
the Company;  provided  that the ownership by the Executive of not more than one
percent of the capital stock of any other  corporation or a one percent interest
in any  partnership  or  other  business  entity  shall  not be  deemed  to be a
violation of this Section 6.

                  (b)  During  the Term and for a period  of one year  after the
termination of the  Executive's  employment for any reason,  the Executive shall
not personally (and shall not personally cause others to) (i) take any action to
solicit or divert any material business or customers away from the Company, (ii)
induce customers, potential customers,  suppliers, agents or other persons under
contract  or  otherwise  associated  or  doing  business  with  the  Company  to
terminate, reduce or alter any such

                                       -4-


<PAGE>



association or business,  or (iii) induce any person  employed by the Company to
(A) terminate such employment  arrangement,  (B) accept  employment with another
person,  or (C) interfere  with the customers or suppliers or otherwise with the
Company in any manner.

                  7. Secrecy; Nondisparagement. (a) The Executive recognizes and
acknowledges  that the  information  (such as,  but not  limited  to,  financial
information),  trade secrets,  formulae,  manufacturing methods, technical data,
know-how and secret processes of the Company as acquired and used by the Company
are special,  valuable and unique assets of the Company. The Executive will not,
during the Term or at any time thereafter,  disclose any such information, trade
secrets,  formulae,  manufacturing methods,  technical data, know-how and secret
processes to any person, firm, corporation,  association or any other entity for
any  reason or  purpose  whatsoever  without  the prior  written  consent of the
Company, unless such information shall have previously become public knowledge.

                  (b) The Executive agrees that he will not make any disparaging
statements  about the Company or the  directors,  officers or  employees  of the
Company;  provided that this Section 7(b) shall not apply to truthful  testimony
as a witness,

                                       -5-



<PAGE>



compliance  with other legal  obligations,  or truthful  assertion of or defense
against any claim or breach of this Agreement,  or to the  Executive's  truthful
statements or disclosures to officers or directors of the Company, and shall not
require the  Executive  to make false  statements  or  disclosures.  The Company
agrees  that  neither  the  directors  nor the  officers  of the Company nor any
spokesperson  for the Company shall make any  disparaging  statements  about the
Executive; provided that this Section 7(b) shall not apply to truthful testimony
as a witness, compliance with other legal obligations,  truthful assertion of or
defense against any claim of breach of this Agreement, or truthful statements or
disclosures  to the  Executive,  and  shall  not  require  false  statements  or
disclosures to be made.

                  8. Termination.  (a) Cause. The Board of Directors,  by a vote
of three-quarters of the entire Board of Directors, may terminate the employment
of the  Executive if the conduct of the Executive  shall,  in the opinion of the
Board of Directors,  constitute cause for immediate  dismissal.  As used in this
Agreement,  the term "cause" shall mean (i) the Executive's willful and material
breach of Sections 6 or 7 of this Agreement;  (ii) the Executive's conviction of
a felony;  or (iii) the  Executive's  engagement  in  conduct  that  constitutes
willful gross

                                       -6-



<PAGE>



neglect  or willful  gross  misconduct  in  carrying  out his duties  under this
Agreement,  resulting,  in  either  case,  in  material  harm  to the  financial
condition or reputation of the Company.  For purposes of this Agreement,  an act
or failure to act on the  Executive's  part shall be considered  "willful" if it
was done or omitted to be done by him not in good  faith,  and shall not include
any act or  failure  to act  resulting  from any  incapacity  of the  Executive.
Notwithstanding  the foregoing,  a termination for "cause" shall not take effect
unless  the  Executive  has been  given  written  notice by the  Company  of its
intention to terminate  him for "cause",  such notice (A) to state in detail the
particular act or acts or failure or failures to act that constitute the grounds
on which  the  proposed  termination  for  "cause"  is based and (B) to be given
within  90 days of the  Company's  learning  of such act or acts or  failure  or
failures  to act.  The  Executive  shall  have 20 days  after the date that such
written  notice  has been  given to him in which to cure  such  conduct,  to the
extent such cure is possible.  If he fails to cure such  conduct,  the Executive
shall then be entitled to a hearing  before the Board of  Directors at which the
Executive  and his counsel are entitled to appear.  Such  hearing  shall be held
within 25 days of such notice to the Executive, provided he

                                       -7-




<PAGE>



requests such hearing  within 10 days of the written  notice from the Company of
the intention to terminate him for "cause".  If, within five days following such
hearing,  the  Executive is furnished  written  notice by the Board of Directors
confirming  that,  in its  judgment,  grounds  for  "cause"  on the basis of the
original notice exist, he shall thereupon be terminated for "cause."

                  (b) Without Cause. The Board of Directors,  by a majority vote
of the entire Board of Directors,  may terminate the employment of the Executive
without cause.

                  (c)  Disability.  The Board of Directors of the Company,  by a
vote  of a  majority  of the  entire  Board  of  Directors,  may  terminate  the
employment  of the  Executive  under this  Agreement if the Executive has become
incapacitated  or disabled to such an extent that he is incapable of  performing
the duties and  services  required  to be  performed  hereunder  for a period or
periods aggregating in excess of six months in any twelve-month period.

                  (d) Death.  The employment of the Executive shall terminate if
the Executive shall die.

                  (e) Voluntary Termination or Retirement. The employment of the
Executive shall terminate if the Executive

                                       -8-



<PAGE>



shall voluntarily leave the employment of the Company for other than good reason
or shall retire. As used herein,  "good reason" shall mean (i) the assignment to
the  Executive of any duties  inconsistent  in any respect with the  Executive's
position  (including  status,  offices,  titles  and  reporting  relationships),
authority,  duties or  responsibilities  as  contemplated  by  Section 4 of this
Agreement or any other  action by the Company  that  results in a diminution  in
such position, authority, duties or responsibilities, excluding for this purpose
an isolated, insubstantial and inadvertent action not taken in bad faith that is
remedied by the Company  promptly  after receipt of notice  thereof given by the
Executive;  (ii) a decrease in the target  annual  incentive  award  opportunity
below 56.25% of his base salary;  (iii) the transfer or attempted  assignment of
the  Executive  without his  consent to a location  outside New York City or the
assignment  to the  Executive of duties that require that he travel  outside New
York  City in any  fiscal  year for  more  than the  average  number  of days of
business-related travel in the preceding three fiscal years; or (iv) any failure
of the Company to comply with and satisfy Section 13(c) of this Agreement or any
other  material  breach of this  Agreement by the Company.  For purposes of this
Agreement, "retire" or "retirement" shall mean

                                       -9-



<PAGE>



the  Executive's  voluntary  termination  of  employment  with the Company after
attaining age 65 or, if earlier,  the date on which the Executive is eligible to
terminate employment with the Company and promptly thereafter commence receiving
retirement  benefits  pursuant to any  pension  plan  maintained  by the Company
without any reduction for the failure to attain a prescribed age.

                  (f)  Good  Reason.  The  employment  of the  Executive  may be
terminated by the Executive for good reason.

                  9.       Obligations of the Company Upon Termination.

                  (a)  Cause;  Voluntary  Termination  or  Retirement.   If  the
Executive's  employment is terminated under subsections (a) or (e) of Section 8,
the Company shall have no further obligations to the Executive hereunder, except
that the Company shall pay to the Executive the Accrued  Amounts (as hereinafter
defined) and, in the case of a  retirement,  a Pro-Rated  Bonus (as  hereinafter
defined).  Moreover,  in the case of a retirement,  all of the Executive's  then
outstanding  options  to  purchase  common  stock of the  Company  shall  become
immediately  vested and exercisable  for the remaining term of the options,  and
all of the  Executive's  then  outstanding  restricted and deferred stock grants
relating to common stock of the Company  shall become  immediately  vested.  For
purposes of this Agreement, the "Accrued Amounts" means the full

                                      -10-


<PAGE>



amount due to the Executive and not  theretofore  paid for base salary up to the
date of such termination,  the amount of any accrued but unpaid bonus on account
of the last full  fiscal year  preceding  the date of such  termination  and the
amount of any accrued vacation pay. A "Pro-Rated  Bonus" means a pro-rated bonus
reflecting the number of months  (treating any partial month as a full month for
this purpose) in the Termination Year (as hereinafter  defined) during which the
Executive  was  employed,  such  bonus  to be  calculated  and  paid  as soon as
practicable  following  the  end  of  the  Termination  Year.  As  used  herein,
"Termination Year" means the fiscal year in which the Executive's  employment is
terminated.

                  (b) Without Cause; Good Reason. If the Executive's  employment
is terminated pursuant to subsections (b) or (f) of Section 8, the Company shall
pay to the  Executive  in a lump sum in cash within seven days after the date of
termination the aggregate of the following amounts:

                       (i)  The Accrued Amounts;

                      (ii)  Three times the Executive's Final
         Compensation.  For purposes of this Agreement, the
         Executive's "Final Compensation" means the sum of (A) the
         Executive's annual base salary as in effect immediately

                                      -11-


<PAGE>


         prior to the  termination  and (B) the greater of (x) the highest bonus
         earned by the Executive in any of the three full fiscal years preceding
         the date of termination  and (y) the target bonus (based on the assumed
         attainment of 100% of the  performance  objectives) for the Termination
         Year; and

                     (iii) An  amount  equal  to the  increase  in the  lump-sum
         benefit  to  which  the   Executive   would  be   entitled   under  the
         Carter-Wallace, Inc. Executive Pension Benefits Plan (assuming for this
         purpose  that he had  elected  a  lump-sum  benefit  payable  upon  his
         termination)  if the  calculation of the gross benefit  thereunder (but
         not of any offset  amounts) were modified by (A)  increasing his number
         of years of benefit  service and age by five and (B)  substituting  his
         Final  Compensation  for his  "Modified  Average  Compensation"  in the
         benefit formula.

                  In addition, for a period of three years following termination
of the  Executive's  employment,  or such  longer  period as any plan,  program,
practice or policy may  provide,  the  Company  shall  continue  benefits to the
Executive  and/or  his  family at least  equal to those  which  would  have been
provided in accordance with the welfare benefit plans,  programs,  practices and
policies of the Company if the Executive's  employment had not been  

                                      -12-
<PAGE>

terminated, including medical, dental, disability and group life insurance plans
and programs, in accordance with the most favorable plans,  practices,  programs
or policies of the Company  during the 90-day period  immediately  preceding the
date the  Executive's  employment is  terminated  or, if more  favorable,  as in
effect from time to time thereafter  with respect to other senior  executives of
the Company and their  families  and,  for purposes of  eligibility  for retiree
benefits pursuant to such plans, practices, programs and policies, the Executive
shall be considered to have remained  employed until the end of such  three-year
period and to have retired on the last day of such period.  Moreover, all of the
Executive's  then  outstanding  options to purchase  common stock of the Company
shall become  immediately  vested and  exercisable for the remaining term of the
options,  and all of the Executive's  then  outstanding  restricted and deferred
stock grants  relating to common stock of the Company  shall become  immediately
vested.

                  (c) Disability.  If the  Executive's  employment is terminated
pursuant  to  subsection  (c) of  Section  8, the  Company  shall (i) pay to the
Executive the Accrued Amounts and a ProRated Bonus and (ii) make, or cause to be
made,  payments to the  Executive,  including any payments made to the Executive
under the 

                                      -13-


<PAGE>

Company's  Long-Term  Disability  Income  Plan,  equal to sixty  percent  of the
Executive's  annual  base  salary  rate  in  effect  immediately  prior  to  the
termination  of  employment  of the  Executive,  payable  in equal  semi-monthly
payments,  from the date of such  termination  until the date on which  payments
would cease to be payable  under the terms of such Plan as in effect on the date
hereof.

                  (d)  Death.  If  the  Executive's   employment  is  terminated
pursuant  to  subsection  (d)  of  Section  8,  the  Company  shall  pay  to the
Executive's estate the Accrued Amounts and a Pro-Rated Bonus.

                  (e) Nothing in this Section 9 shall be interpreted as reducing
or  eliminating  any benefits to which the  Executive or his  beneficiaries  are
entitled,  without  regard to this  Agreement,  under any plan or program of the
Company following a termination of employment for any reason.

                  (f) In  the  event  of any  termination  of  employment  under
Section 8, the Executive shall be under no obligation to seek other  employment,
and there shall be no offset  against any amounts due the  Executive  under this
Agreement  on  account  of  the  remuneration  attributable  to  any  subsequent
employment  that the Executive may obtain.  Any amounts due under this Section 9

                                      -14-


<PAGE>

are in the nature of severance payments, or liquidated damages, or both, and are
not in the nature of a penalty.

                  (g)  The  Company  shall  pay  fees  and  expenses  reasonably
incurred  by the  Executive  as a result of his seeking to obtain or enforce any
right or benefit provided by this Agreement,  promptly and from time to time, at
his  request as such fees and  expenses  are  incurred  unless  the  Executive's
actions in such regard are determined to be frivolous or in bad faith.

                  (h) The  Executive  agrees,  as a condition  to receipt of the
termination  payments and benefits  provided for in this Section 9, that he will
execute a release  agreement,  in a form reasonably  satisfactory to the Company
and the Executive, releasing any and all claims arising out of the Executive's
employment  (other than  enforcement of this Agreement,  the Executive's  rights
under any of the Company's incentive compensation and employee benefit plans and
programs to which he is entitled  under this  Agreement  or  otherwise,  and any
claim for any tort for  personal  injury  not  arising  out of or related to his
termination of employment).

                  10. Excise Tax Gross-Up.  If the Executive becomes entitled to
one or more payments (including, without limitation, the vesting of any non-cash
benefit or  property),  whether  

                                      -15-

<PAGE>

pursuant  to the terms of this  Agreement  or any other  plan,  arrangement,  or
agreement with the Company (all such amounts,  exclusive of additional  payments
pursuant to this Section 10, being referred to herein as the "Total  Payments"),
which are or become  subject to the tax imposed by Section  4999 of the Internal
Revenue  Code of 1986,  as amended  (the  "Code")  (or any  similar tax that may
hereafter be imposed) (the "Excise Tax"), the Company shall pay to the Executive
at the time specified below an additional  amount (the "Gross-Up  Payment") such
that the net amount  retained  by the  Executive,  after  reduction  for (x) any
Excise Tax (including  any penalties or interest  thereon) on the Total Payments
and on the  Gross-Up  Payment and (y) any  federal,  state,  or local  income or
employment  tax on the  Gross-Up  Payment,  shall be equal to the sum of (a) the
Total  Payments,  and (b) an  amount  equal  to the  product  of any  deductions
disallowed  for federal,  state,  or local  income tax  purposes  because of the
inclusion  of the  Gross-Up  Payment in the  Executive's  adjusted  gross income
multiplied by the highest applicable  marginal rate of federal,  state, or local
income  taxation,  respectively,  for the  calendar  year in which the  Gross-Up
Payment is to be made.

                  For purposes of determining  whether any of the Total Payments
will be subject to the Excise  Tax and the amount of such  

                                      -16-


<PAGE>

Excise Tax,  (i) the Total  Payments  shall be treated as  "parachute  payments"
within the meaning of Section  280G(b)(2) of the Code, and all "excess parachute
payments" within the meaning of Section  280G(b)(1) of the Code shall be treated
as subject to the Excise  Tax,  unless,  and except to the extent  that,  in the
written opinion of independent tax counsel or auditors of nationally  recognized
standing  selected by the Company and  reasonably  acceptable  to the  Executive
("Independent  Advisors"),  the  Total  Payments  do  not  constitute  parachute
payments,  or such excess parachute payments in excess of the base amount within
the meaning of Section 280G(b)(3) of the Code represent reasonable  compensation
for services actually  rendered within the meaning of Section  280G(b)(4) of the
Code or are  otherwise  not subject to the Excise Tax; and (ii) the value of any
non-cash  benefits or any deferred payment or benefit shall be determined by the
Independent  Advisors in accordance  with the principles of Sections  280G(d)(3)
and (4) of the Code. If more than one Gross- Up Payment is made  (including  for
this purpose any parachute  excise tax gross-up payment pursuant to the terms of
any other plan, arrangement,  or agreement with the Company), the amount of each
Gross-Up  Payment  shall be computed so as not to duplicate  any prior  Gross-Up
Payment.

                                      -17-


<PAGE>

                  For  purposes  of  determining  the  amount  of  the  Gross-Up
Payment,  the Executive  shall be deemed (A) to pay federal  income taxes at the
highest  marginal rate of federal income taxation for the calendar year in which
the Gross-Up  Payment is to be made; (B) to pay any  applicable  state and local
income taxes at the highest  marginal  rate of taxation for the calendar year in
which the  Gross-Up  Payment  is to be made,  net of the  maximum  reduction  in
federal  income taxes which could be obtained  from  deduction of such state and
local taxes if paid in such year  (determined  without  regard to limitations on
deductions based upon the amount of the Executive's  adjusted gross income); and
(C) to have otherwise allowable deductions for federal,  state, and local income
tax purposes at least equal to those disallowed  because of the inclusion of the
Gross-Up Payment in the Executive's adjusted gross income.

                  The Gross-Up Payment shall be paid on or before the earlier of
(i) the 30th day after it has been  determined  that the Total  Payments (or any
portion  thereof)  are  subject to the Excise Tax, or (ii) the date on which the
Excise Tax becomes due and payable to the taxing authorities; provided, however,
that if the amount of such Gross-Up Payment or portion thereof cannot be finally
determined on or before such day, the Company shall pay 

                                      -18-

<PAGE>

to the  Executive  on such day an estimate,  as  determined  by the  Independent
Advisors,  of the minimum amount of such payments and shall pay the remainder of
such  payments   (together  with  interest  at  the  rate  provided  in  Section
1274(b)(2)(B)  of the Code) as soon as the amount thereof can be determined.  In
the  event  that  the  amount  of the  estimated  payments  exceeds  the  amount
subsequently  determined  by the  Independent  Advisors  to have been  due,  the
Executive shall repay to the Company the amount of such excess, plus interest at
the rate  provided  in  Section  1274(b)(2)(B)  of the  Code,  within  five days
following the Company's demand therefor.

                  In the event that the Excise Tax is  subsequently  determined,
in a final judicial determination or a final administrative  settlement to which
the Executive is a party (a "Final  Determination"),  to be less than the amount
taken into  account  hereunder  at the time the  Gross-Up  Payment is made,  the
Executive  shall  repay to the  Company,  at the time  that the  amount  of such
reduction in Excise Tax is finally  determined  (but, if previously  paid to the
taxing  authorities,  not  prior to the time the  amount  of such  reduction  is
refunded to the Executive or otherwise  realized as a benefit by the Executive),
the portion of the Gross-Up Payment that would not have been paid if such Excise
Tax as finally determined had been applied in initially calculating the Gross-Up
Payment,  plus interest on the amount of such  repayment at the rate provided in
Section  1274(b)(2)(B)  of the  Code.  In  the  event  that  the  Excise  Tax is
determined  in a Final  Determination  to exceed the amount  taken into  account
hereunder at the time the Gross-Up  Payment is made  (including by reason of any
payment the existence or amount of which cannot be determined at the time of the
Gross-Up  Payment),  the Company  shall make an additional  Gross-Up  Payment in
respect of such excess (plus any interest and penalties  payable with respect to
such excess) at the time that the amount of such excess if finally determined.

                  The Company  shall have the right to control  all  proceedings
with the  Internal  Revenue  Service  that  may  arise  in  connection  with the
determination  and  assessment  of any Excise Tax and, at its sole  option,  the
Company may pursue or forego any and all  administrative  appeals,  proceedings,
hearings,  and conferences  with any taxing  authority in respect of such Excise
Tax (including any interest or penalties thereon);  provided,  however, that the
Company's  control  over any such  proceedings  shall be limited to issues  with
respect  to  which a  Gross-Up  Payment  would  be  payable  hereunder,  and the
Executive  shall be 

                                      -20-


<PAGE>

entitled  to settle or contest any other issue  raised by the  Internal  Revenue
Service or any other taxing  authority.  The Executive  shall cooperate with the
Company in any proceedings  relating to the  determination and assessment of any
Excise  Tax and shall not take any  position  or action  that  would  materially
increase the amount of any Gross-Up Payment hereunder.

                  11. Remedies. In the event of a breach or threatened breach by
the Executive of the provisions of Section 6 or Section 7 of this Agreement, the
Company shall be entitled to seek an injunction  restraining  the Executive from
violating either of said provisions, or any other remedy, including the recovery
of  damages  from  the  Executive.  If the  Executive  shall  breach  any of the
provisions of Section 6 or Section 7 of this Agreement,  nothing herein shall be
construed as  preventing  the Company from  withholding  any payment or payments
required to be made hereunder to the Executive.

                  12.  Assistance  in  Litigation.  The  Executive  shall,  upon
reasonable notice, furnish such information and proper assistance to the Company
as may  reasonably be required by the Company in connection  with any litigation
in which it or any of its subsidiaries or affiliates is or may become a party.

                                      -21-


<PAGE>

                  13.  Successors.   (a)  This  Agreement  is  personal  to  the
Executive and,  without the prior written  consent of the Company,  shall not be
assignable  by the Executive  otherwise  than by will or the laws of descent and
distribution. This Agreement shall inure to the benefit of and be enforceable by
the Executive's legal representatives.

                  (b)  This  Agreement  shall  inure  to the  benefit  of and be
binding upon the Company and its successors and assigns.

                  (c) The Company shall require any successor (whether direct or
indirect,   by  purchase,   merger,   consolidation  or  otherwise)  to  all  or
substantially  all of the  business  and/or  assets  of the  Company  to  assume
expressly and agree to perform this Agreement in the same manner and to the same
extent  that the Company  would be required to perform it if no such  succession
had taken place. As used in this Agreement,  "Company" shall mean the Company as
hereinbefore  defined  and  any  successor  to its  business  and/or  assets  as
aforesaid which assumes and agrees to perform this Agreement by operation of law
or otherwise.

                  14. Notices. All communications  hereunder shall be in writing
and delivered or mailed by registered  mail to the Company at 1345 Avenue of the
Americas, New York, New York 10105,  Attention:  Board of Directors,  and to the
Executive, at 21 

                                      -22-

<PAGE>

Londonderry Drive, Greenwich, Connecticut 06830, unless another address has been
given to the other party hereto in writing.

                  15.  Interpretation.  No  provision of this  Agreement  may be
altered or waived except in writing and executed by the other party hereto. This
Agreement constitutes the entire contract between the parties hereto and cancels
and supersedes all prior agreements, written or oral, relating to the employment
of the  Executive.  No party  shall be bound in any  manner  by any  warranties,
representations  or  guarantees,  except  as  specifically  set  forth  in  this
Agreement.  This Agreement  shall be interpreted  under the laws of the State of
New York.

                  16.  Arbitration.  The  parties  agree  that  any  dispute  or
controversy  arising  under  or in  connection  with  this  Agreement  shall  be
submitted to and  determined by  arbitration in New York, New York in accordance
with the Commercial  Arbitration Rules of the American  Arbitration  Association
and agree to be bound by the decision in any such arbitration provision.

                  17.  Renewals and  Amendments.  This Agreement may be renewed,
extended,  altered or amended at any time by mutual written  agreement signed by
both parties.


                                      -23-


<PAGE>


                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Agreement to be executed as of the day and year first above written.

                              CARTER-WALLACE, INC.



                                                  By
                                                     ---------------------------
                                                        Chairman of the Board


                                                     ---------------------------
                                                            Paul A. Veteri



                                      -24-