Carter-Wallace, Inc.
                          1996 Long-Term Incentive Plan
                      (As Amended Effective May 20, 1999*)



        1. Purpose. The purpose of this Carter-Wallace, Inc. 1996 Long-Term
Incentive Plan (the "Plan") is to advance the interests of Carter-Wallace, Inc.
(the "Company") and its shareholders by providing corporate officers of the
Company with a larger personal and financial interest in the success of the
Company through the grant of stock-based incentive compensation.

        2. Administration. The Plan shall be administered by a committee (the
"Committee") consisting of at least two members of the Board of Directors of the
Company (the "Board"). The Committee shall be constituted in such a manner as to
satisfy the requirements of applicable law, the provisions of Rule 16b-3 under
the Securities Exchange Act of 1934 (the "Exchange Act") or any successor rule,
and the provisions of Section 162(m)(4)(C)(i) of the Internal Revenue Code of
1986, as amended (the "Code"). The Committee shall be appointed, and vacancies
shall be filled, by the Board. The Committee shall have full power and authority
to (i) select the individuals to whom awards may be granted under the Plan; (ii)
determine the amount of each award and the terms and conditions, not
inconsistent with the provisions of the Plan, governing such award; (iii)
interpret the Plan and any award granted thereunder; (iv) establish such rules
and regulations as it deems appropriate for the administration of the Plan; and
(v) take such other action as it deems necessary or desirable for the
administration of the Plan. Any action of the Committee with respect to the
administration of the Plan shall be taken by majority vote. The Committee's
interpretation and construction of any provision of the Plan or the terms of any
award shall be conclusive and binding on all parties.

        3. Participants. Awards may be granted under the Plan to any employee,
whether or not a director, who is a corporate officer of the Company.

        4. The Shares. The shares that may be delivered or purchased under the
Plan shall not exceed an aggregate of 9,000,000 shares* (subject to adjustment
pursuant to Section 11) of common stock, par value $1 per share, of the Company
(the "Common Stock"). Such shares of Common Stock may be set aside out of the
authorized but unissued shares of Common Stock not reserved for any other
purpose or out of previously issued shares acquired by the Company and held in
its treasury. Any shares of Common Stock which, by reason of the termination,
expiration, or forfeiture of an award or otherwise, are no longer subject to an
award granted under the Plan may again be subjected to an award under the Plan.

        5. Awards. Awards under the Plan shall consist of Options, Restricted
Stock, Deferred Stock or a combination of the foregoing.

* The increase in the number of shares that may be delivered under the Plan from
  4,500,000 shares to 9,000,000 shares is subject to approval of stockholders at
  the 1999 Annual Meeting to be held on July 20, 1999.


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        6. Options. Options to purchase Common Stock ("Options") shall be
evidenced by option agreements which shall be subject to the terms and
conditions set forth in the Plan and such other terms and conditions not
inconsistent herewith as the Committee may approve.

              (a) Types of Options. Options granted under the Plan shall, as
        determined by the Committee at the time of grant, be either Options
        intended to qualify as incentive stock options under Section 422 of the
        Code ("Incentive Stock Options") or Options not intended to so qualify
        ("Nonstatutory Stock Options"). Each option agreement shall identify the
        Option as an Incentive Stock Option or as a Nonstatutory Stock Option.

              (b) Price. The price at which shares of Common Stock may be
        purchased upon the exercise of an Option granted under the Plan shall be
        the fair market value of such shares on the date of grant of such
        Option; provided, however, that an Incentive Stock Option granted to an
        employee who owns stock possessing more than 10% of the total combined
        voting power of all classes of stock of the Company shall have a
        purchase price for the underlying shares equal to 110% of the fair
        market value of the Common Stock on the date of grant.

              For purposes of the Plan, the fair market value of a share of
        Common Stock on a specified date shall be the closing price on such date
        of the Common Stock on the New York Stock Exchange or, if no such sale
        of Common Stock occurs on such date, the fair market value of the Common
        Stock as determined by the Committee in good faith.

              (c) Per-Participant Limit. No participant may be granted Options
        during any consecutive 60-month period on more than 1,000,000 shares of
        Common Stock (subject to adjustment pursuant to Section 11).

              (d) Limitation on Incentive Stock Options. The aggregate fair
        market value (determined on the date of grant) of Common Stock for which
        a participant is granted Incentive Stock Options that first become
        exercisable during any given calendar year shall be limited to $100,000.
        To the extent such limitation is exceeded, an Option shall be treated as
        a Nonstatutory Stock Option.

              (e) Nontransferability. Options granted under the Plan shall not
        be transferable other than by will or by the laws of descent and
        distribution, and, during a participant's lifetime, shall be exercisable
        only by the participant. Notwithstanding the foregoing, a participant
        may transfer any Nonstatutory Option granted under the Plan to the
        participant's spouse, children and/or grandchildren, or to one or more
        trusts for the benefit of such family members, if the agreement
        evidencing such Option so provides and the participant does not receive
        any consideration for the transfer. Any Option so transferred shall
        continue to be subject to the same terms and conditions that applied to
        such Option immediately prior to its transfer (except that such
        transferred Option shall not be further transferable by the transferee
        during the transferee's lifetime).

              (f) Term and Exercisability of Options. Options may be granted for
        terms of not more than 10 years and shall be exercisable in accordance
        with such terms and conditions as are set forth in the option agreements
        evidencing the grant of such Options. In no event shall an Incentive
        Stock Option granted to an employee who owns stock possessing more than
        10% of the total combined voting power of all classes of stock of the
        Company be exercisable after the expiration of five years from the date
        such Incentive Stock Option is granted.

<PAGE>
              (g) Termination of Employment. An Option may not be exercised
        following a participant's termination of employment except as set forth
        in this Section 6(g).

                     (i) Retirement, Death, or Disability. If a participant's
              employment terminates by reason of retirement at any time after
              first becoming eligible to elect an immediate retirement benefit
              under the Company's pension plan, or by reason of death or
              permanent disability (within the meaning of Section 22(e)(3) of
              the Code), the participant's Options may be exercised at any time
              prior to their expiration with respect to all shares of Common
              Stock subject thereto (whether or not the right of exercise had
              accrued at the time of termination of employment).

                     (ii) Termination for Cause. No Options may be exercised
              following a participant's termination of employment by the Company
              for Cause. For purposes of the Plan, "Cause" shall mean theft,
              conviction of a felony, insubordination, breach of any
              non-competition or confidentiality covenant contained in an
              employment agreement between the participant and the Company,
              habitual drunkenness, or excessive absenteeism not related to
              illness.

                     (iii) Other Circumstances. If a participant's employment
              terminates under circumstances not described in clause (i) or (ii)
              above, such participant's Options may only be exercised within
              three months following the date of such termination and with
              respect only to such number of shares as to which the right of
              exercise had accrued at the time of termination of employment.

        Notwithstanding the foregoing, in individual instances the Board or the
        Committee may, in its discretion, waive or modify the foregoing vesting
        and exercisability restrictions applicable following a participant's
        termination of employment.

        In no event may an Option be exercised after the expiration of the term
        of such Option. Except in the event of a participant's death, an
        Incentive Stock Option exercised more than three months (one year if the
        participant is permanently disabled) following the participant's
        termination of employment will be treated as a Nonstatutory Stock
        Option.

              (h) Payment. Full payment of the purchase price for shares of
        Common Stock purchased upon the exercise, in whole or in part, of an
        Option granted under the Plan shall be made at the time of such
        exercise. The purchase price may be paid in cash or in shares of Common
        Stock valued at their fair market value on the date of purchase.
        Alternatively, an Option may be exercised in whole or in part by
        delivering a properly executed exercise notice together with irrevocable
        instructions to a broker to deliver promptly to the Company the amount
        of sale or loan proceeds necessary to pay the purchase price and
        applicable withholding taxes, and such other documents as the Committee
        may determine.

 <PAGE>
       7. Restricted Stock. Restricted Stock shall be evidenced by restricted
stock agreements which shall be subject to the terms and conditions set forth in
the Plan and such other terms and conditions not inconsistent herewith as the
Committee may approve.

              (a) Awards and Certificates. As a condition to receiving any
        Restricted Stock award, the participant shall execute an agreement
        evidencing the award and reflecting the conditions imposed upon such
        award. The Company shall issue a certificate in respect of the shares of
        Common Stock covered by each Restricted Stock award. Such certificate
        shall be registered in the name of the Company, which shall hold it on
        behalf of the participant as the beneficial owner thereof pending the
        vesting or forfeiture of such Restricted Stock, and shall bear an
        appropriate legend referring to the terms, conditions, and restrictions
        applicable to such award. Upon the vesting of the Restricted Stock
        award, a new certificate for the shares of Common Stock covered by the
        award shall be issued in the name of the Participant.

              (b) Rights as Shareholder. Except as otherwise provided in this
        Section 7, a participant shall have, with respect to shares of
        Restricted Stock, all of the rights of a shareholder of the Company,
        other than the right to vote shares. Cash dividends paid with respect to
        shares of Restricted Stock shall be deferred and shall be paid to the
        participant, without any interest thereon and less any amounts due to
        the Company, upon the vesting of such Restricted Stock.

              (c) Vesting of Restricted Stock. Except as otherwise provided in
        this Section 7 and in Section 9, Restricted Stock shall vest only at the
        end of the four-year period commencing with the date of such award, and
        only if the participant shall have remained employed by the Company
        throughout such period. Prior to the vesting of shares of Restricted
        Stock, the participant shall not be permitted to sell, transfer, pledge,
        or assign such shares of the Restricted Stock, and any attempt to so
        sell, transfer, pledge, or assign such shares shall be ineffective.

                     (i) Retirement, Death or Disability. If a participant's
              employment terminates by reason of retirement at any time after
              first becoming eligible to elect an immediate retirement benefit
              under the Company's pension plan, or by reason of death or
              permanent disability (within the meaning of Section 22(e)(3) of
              the Code), the participant's Restricted Stock shall immediately
              vest.

                     (ii) Voluntary Termination or Termination for Cause. If a
              participant not described in clause (i) voluntarily terminates
              employment, or if such participant's employment is terminated
              by the Company for Cause, any shares of Restricted Stock held
              by the participant shall be forfeited.

                     (iii) Other Circumstances. If a participant's employment
              terminates under circumstances not described in clause (i) or (ii)
              above, any Restricted Stock award held by such participant shall
              vest with respect to a number of shares determined by multiplying
              the total number of shares covered by the Restricted Stock
              award by a fraction, the numerator of which is equal to the
              number of days from the date of the award to the date of
              termination, and the denominator of which is 1,461; any
              remaining shares of Restricted Stock shall be forfeited.

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        For purposes hereof, any fraction of a share shall be disregarded and
        restrictions shall lapse on Restricted Stock in accordance with the
        foregoing to the nearest whole number of shares.

        Notwithstanding the foregoing, in individual instances the Board or the
        Committee may, in its discretion, waive or modify the foregoing vesting
        restrictions applicable following a participant's termination of
        employment.

              8. Deferred Stock. Deferred Stock, representing the Company's
        unfunded promise to transfer shares of Common Stock in the future, shall
        be evidenced by deferred stock agreements which shall be subject to the
        terms and conditions set forth in the Plan and such other terms and
        conditions not inconsistent herewith as the Committee may approve. A
        participant shall have no rights with respect to Deferred Stock that are
        greater than those of a general creditor of the Company.

                     (a) Awards and Certificates. As a condition to receiving
              any Deferred Stock award, the participant shall execute an
              agreement evidencing the award and reflecting the conditions
              imposed upon such award. Upon the vesting of a Deferred Stock
              award, the participant shall be issued a stock certificate for a
              number of shares of Common Stock equal to the number of shares of
              Deferred Stock.

                     (b) Deferred Dividends. An amount equal to any cash
              dividends paid with respect to the number of shares of Common
              Stock covered by a deferred stock award shall be paid to the
              participant, without any interest thereon and less any amounts due
              to the Company, upon the vesting of such Deferred Stock.

                     (c) Vesting of Deferred Stock. Except as otherwise provided
              in this Section 8 and in Section 9, Deferred Stock shall vest only
              at the end of the four-year period commencing with the date of
              such award and only if the participant shall have remained
              employed by the Company throughout such period. Prior to the
              vesting of shares of Deferred Stock, the participant shall not be
              permitted to sell, transfer, pledge, or assign such Deferred
              Stock, and any attempt to so sell, transfer, pledge, or assign
              such Deferred Stock shall be ineffective.

                          (i) Retirement, Death, or Disability. If a
                     participant's employment terminates by reason of retirement
                     at any time after first becoming eligible to elect an
                     immediate retirement benefit under the Company's pension
                     plan, or by reason of death or permanent disability (within
                     the meaning of Section 22(e)(3) of the Code), the
                     participant's Deferred Stock shall immediately vest.

                          (ii) Voluntary Termination or Termination for Cause.
                     If a participant not described in clause (i) voluntarily
                     terminates employment, or if such participant's employment
                     is terminated by the Company for Cause, any Deferred Stock
                     held by the participant shall be forfeited.

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                         (iii) Other Circumstances. If a participant's
                     employment terminates under circumstances not described in
                     clause (i) or (ii) above, any Deferred Stock award held by
                     such participant shall vest with respect to a number of
                     shares determined by multiplying the total number of shares
                     covered by the Deferred Stock award by a fraction, the
                     numerator of which is equal to the number of days from the
                     date of the award to the date of termination, and the
                     denominator of which is 1,461; any remaining shares of
                     Deferred Stock shall be forfeited.

        For purposes hereof, any fraction of a share shall be disregarded and
        restrictions shall lapse on Deferred Stock in accordance with the
        foregoing to the nearest whole number of shares.

        Notwithstanding the foregoing, in individual instances the Board or the
        Committee may, in its discretion, waive or modify the foregoing vesting
        restrictions applicable following a participant's termination of
        employment.

              9. Change in Control. In the event of a Change in Control (as
        defined in Section 9(c)), the provisions of this Section 9 shall apply
        notwithstanding any contrary provision in the Plan.

                     (a) Options. Upon the occurrence of a Change in Control,
              each outstanding Option shall become immediately exercisable, and
              upon a participant's termination of employment following such
              Change in Control any Option held by such participant shall remain
              exercisable for the balance of its term. Upon the exercise of an
              Option within one year after the occurrence of a Change in
              Control, the participant shall be entitled to receive, in addition
              to the shares of Common Stock thereby purchased, a cash payment
              equal to the excess of (i) the aggregate Change in Control Price
              (as defined in Section 9(d)) of the number of shares of Common
              Stock purchased upon such exercise (or which would have been so
              purchased but for the substitution or addition of other shares or
              securities pursuant to Section 11) over (ii) the fair market value
              on the date of exercise of the shares of Common Stock (or other
              securities) purchased upon such exercise.

                     (b) Restricted Stock and Deferred Stock. Upon the
              occurrence of a Change in Control, any outstanding awards of
              Restricted Stock or Deferred Stock shall become fully vested.

                     (c) Change in Control Defined. For purposes of this Plan, a
              Change in Control shall be deemed to have occurred if:

                          (i) any Person (other than the Company, the Hoyt
                     family, any trustee or other fiduciary holding securities
                     under any employee benefit plan of the Company, or any
                     company owned, directly or indirectly, by the stockholders
                     of the Company immediately prior to the occurrence with
                     respect to which the evaluation is being made in
                     substantially the same proportions as their ownership of
                     the common stock of the Company) becomes the Beneficial
                     Owner (except that a Person shall be deemed to be the
                     Beneficial Owner of all shares that any such Person has the
                     right to acquire pursuant to any agreement or arrangement
                     or upon exercise of conversion rights, warrants or options
                     or otherwise, without regard to the sixty day period
                     referred to in Rule 13d-3 under the Exchange Act), directly
                     or indirectly, of securities of the Company or any
                     Significant Subsidiary (as defined below), representing 25%
                     or more of the combined voting power of the Company's or
                     such Subsidiary's then outstanding securities; provided,
                     however, that such event shall not constitute a Change in
                     Control unless or until the percentage of such securities
                     owned beneficially, directly or indirectly, by such Person
                     is equal to or more than all such securities owned
                     beneficially, directly or indirectly, by the Hoyt Family;

<PAGE>

                          (ii) during any period of two consecutive years,
                     individuals who at the beginning of such period constitute
                     the Board, and any new director (other than a director
                     designated by a person who has entered into an agreement
                     with the Company to effect a transaction described in
                     clause (i), (iii) or (iv) of this paragraph) whose election
                     by the Board or nomination for election by the Company's
                     stockholders was approved by a vote of at least two-thirds
                     of the directors then still in office who either were
                     directors at the beginning of the two-year period or whose
                     election or nomination for election was previously so
                     approved but excluding for this purpose any such new
                     director whose initial assumption of office occurs as a
                     result of either an actual or threatened election contest
                     (as such terms are used in Rule 14a-11 of Regulation 14A
                     promulgated under the Exchange Act) or other actual or
                     threatened solicitation of proxies or consents by or on
                     behalf of an individual, corporation, partnership, group,
                     associate or other entity or Person other than the Board,
                     cease for any reason to constitute at least a majority of
                     the Board; provided, however, that such event shall not
                     constitute a Change in Control unless or until the
                     percentage of voting securities of the Company owned
                     beneficially, directly or indirectly, by the Hoyt Family is
                     less than 50% of all such outstanding securities;

                          (iii) the consummation of a merger or consolidation of
                     the Company or any subsidiary or subsidiaries owning
                     directly or indirectly all or substantially all of the
                     consolidated assets of the Company (individually and
                     collectively, a "Significant Subsidiary") with any other
                     entity, other than a merger or consolidation which would
                     result in the voting securities of the Company or a
                     Significant Subsidiary outstanding immediately prior
                     thereto continuing to represent (either by remaining
                     outstanding or by being converted into voting securities of
                     the surviving or resulting entity) more than 50% of the
                     combined voting power of the surviving or resulting entity
                     outstanding immediately after such merger or consolidation;

                          (iv) the stockholders of the Company approve a plan or
                     agreement for the sale or disposition of all or
                     substantially all of the consolidated assets of the Company
                     (other than such a sale or disposition immediately after
                     which such assets will be owned directly or indirectly by
                     the stockholders of the Company in substantially the same
                     proportions as their ownership of the common stock of the
                     Company immediately prior to such sale or disposition), in
                     which case the Board shall determine the effective date of
                     the Change in Control resulting therefrom; or

<PAGE>
                         (v) any other event occurs which the Board determines,
                     in its discretion, would materially alter the structure of
                     the Company or its ownership.

                     For purposes of this definition:

                          (A) The term "Beneficial Owner" shall have the meaning
                     ascribed to such term in Rule 13d-3 under the Exchange Act
                     (including any successor to such Rule).

                          (B) The term "Person" shall have the meaning ascribed
                     to such term in Section 3(a)(9) of the Exchange Act and
                     used in Sections 13(d) and 14(d) thereof, including "group"
                     as defined in Section 13(d) thereof.

                          (C) The term the "Hoyt Family" shall mean the family
                     of Henry H. Hoyt, Sr., his descendants, and members of such
                     descendants' families.

                     (d) Change in Control Price. The "Change in Control Price"
              shall mean the highest price per share paid in any transaction
              reported on the New York Stock Exchange Composite Index, or paid
              or offered in any bona fide transaction related directly, or in
              any way indirectly, to a Change in Control, at any time during the
              six-month period immediately preceding the occurrence of the
              Change in Control.

              10. Withholding. No later than the date as of which an amount
        first becomes includible in the gross income of a participant for
        Federal income tax purposes with respect to any award under the Plan,
        the participant shall pay to the Company, or make arrangement
        satisfactory to the Committee regarding the payment of, any Federal,
        state, or local taxes required by law to be withheld with respect to
        such amount. Unless otherwise determined by the Committee, withholding
        obligations may be settled with Common Stock, including Common Stock
        that is part of the award that gives rise to the withholding
        requirement. The obligations of the Company under the Plan shall be
        conditional on such payment or arrangements and the Company shall, to
        the extent permitted by law, have the right to deduct any such taxes
        from any payment of any kind due to the participant. Any election made
        by a participant subject to Section 16(b) of the Exchange Act to have
        shares of Common Stock withheld in satisfaction of the withholding
        requirement with respect to such participant's award shall be subject to
        the approval of the Committee and shall be in accordance with the
        requirements of Rule 16b-3 under such Act.

              11. Changes in Capital Structure, etc. In the event of any change
        in the outstanding Common Stock by reason of any stock dividend, stock
        split, combination of shares, recapitalization, or other similar change
        in the capital stock of the Company, or in the event of the merger or
        consolidation of the Company into or with any other corporation or the
        reorganization of the Company, the number of shares covered by each
        outstanding award granted under the Plan, the option price per share of
        each Option granted under the Plan, the total number of shares for which
        awards may be granted under the Plan, and the maximum number of shares
        for which Options may be granted to a single participant, shall be
        appropriately adjusted by the Board to preserve the value of the award.

<PAGE>

              12. Effective Date and Termination of Plan. The Plan shall become
        effective on the date of its adoption by the Board, subject to the
        ratification of the Plan by the affirmative vote or consent of holders
        of a majority of the issued and outstanding shares of Common Stock. The
        Plan shall terminate 10 years from the date of its adoption or such
        earlier date as the Board may determine. Any award outstanding under the
        Plan at the time of its termination shall remain in effect in accordance
        with its terms and conditions and those of the Plan.

              13. Amendment. The Board may amend the Plan in any respect from
        time to time; provided, however, that no amendment shall become
        effective unless approved by affirmative vote of the Company's
        shareholders if such approval is necessary for the continued validity of
        the Plan or if the failure to obtain such approval would adversely
        affect the compliance of the Plan with Rule 16b-3 under the Exchange Act
        or any other rule or regulation. No amendment may, without the consent
        of a participant, impair such participant's rights under any award
        previously granted under the Plan. The Committee may, with a
        participant's consent, substitute a deferred stock award for a
        previously granted restricted stock award, or a restricted stock award
        for a previously granted deferred stock award, provided in either case
        that both the award being substituted and the original award cover the
        same number of shares of Common Stock and vest on the same date.

              14. Legal and Regulatory Requirements. No Option shall be
        exercisable and no shares will be delivered under the Plan except in
        compliance with all applicable federal and state laws and regulations
        including, without limitation, compliance with withholding tax
        requirements and with the rules of all domestic stock exchanges on which
        the Common Stock may be listed. Any share certificate issued to evidence
        shares for which an Option is exercised may bear such legends and
        statements as the Committee shall deem advisable to assure compliance
        with federal and state laws and regulations. No Option shall be
        exercisable, and no shares shall be delivered under the Plan, until the
        Company has obtained consent or approval from regulatory bodies, federal
        or state, having jurisdiction over such matters as the Committee may
        deem advisable.

              15. General Provisions.

              (a) Nothing contained in the Plan, or in any award granted
        pursuant to the Plan, shall confer upon any employee any right to the
        continuation of the employee's employment or services.

              (b) Plan and all awards made and actions taken thereunder shall be
        governed by and construed in accordance with the laws of the State of
        New York.


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                                                                   Exhibit 10.21

                                                     September 14, 1998

Ms. T. Rosie Albright
85 Mayapple Road
Stamford, Connecticut  06903

Dear Rosie:

         Carter-Wallace, Inc. (the "Company") recognizes that your contribution
to the success of the Company has been substantial and wishes to reinforce and
encourage your continued attention and dedication to your assigned duties
without distraction by entering into compensation arrangements with you that
will provide you with additional financial security to that provided in your
current employment arrangement set forth in the Executive Employment Agreement,
dated as of September 11, 1996, between the Company and you (the "Existing
Agreement") in the event of a pending or threatened Change in Control (as
defined below). In order to accomplish these objectives, the Company has entered
into this letter agreement (the "Agreement").

                  1.       Certain Definitions.

         (a) "Cause" shall mean (i) the willful and material breach of Sections
5 or 6 of this Agreement by you; (ii) your conviction of a felony; or (iii) your
engagement in conduct that constitutes willful gross neglect or willful gross
misconduct in carrying out your 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 your part
shall be considered "willful" if it was done or omitted to be done by you not in
good faith, and shall not include any act or failure to act resulting from any
incapacity of you. Notwithstanding the foregoing, a termination for "cause"
shall not take effect unless you have been given written notice by the Company
of its intention to terminate you 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. You shall have 20 days after the date that such written notice
has been given to you in which to cure such conduct, to the extent such cure is
possible. If you fail to cure such conduct, you shall then be entitled to a
hearing before the Board of Directors of the Company (the "Board") at which you
and your counsel are entitled to appear. Such hearing shall be held within 25
days of such notice to you, provided you request such hearing within 10 days of
the written notice from the Company of the intention to terminate you for
"cause". If, within five days following such hearing, you are furnished written
notice by the Board confirming that, in its judgment, grounds for "cause" on the
basis of the original notice exist, you shall thereupon be terminated for
"cause."

<PAGE>

                  (b) A "Change in Control" shall be deemed to have occurred if:

                  (i) any Person (other than the Company, the Hoyt family, any
         trustee or other fiduciary holding securities under any employee
         benefit plan of the Company, or any company owned, directly or
         indirectly, by the stockholders of the Company immediately prior to the
         occurrence with respect to which the evaluation is being made in
         substantially the same proportions as their ownership of the common
         stock of the Company) becomes the Beneficial Owner (except that a
         Person shall be deemed to be the Beneficial Owner of all shares that
         any such Person has the right to acquire pursuant to any agreement or
         arrangement or upon exercise of conversion rights, warrants or options
         or otherwise, without regard to the sixty day period referred to in
         Rule 13d-3 under the Exchange Act), directly or indirectly, of
         securities of the Company or any Significant Subsidiary (as defined
         below), representing 25% or more of the combined voting power of the
         Company's or such Subsidiary's then outstanding securities; provided,
         however, that such event shall not constitute a Change in Control
         unless or until the percentage of such securities owned beneficially,
         directly or indirectly, by such Person is equal to or more than all
         such securities owned beneficially, directly or indirectly, by the Hoyt
         Family;

                  (ii) during any period of two consecutive years, individuals
         who at the beginning of such period constitute the Board, and any new
         director (other than a director designated by a person who has entered
         into an agreement with the Company to effect a transaction described in
         clause (i), (iii) or (iv) of this paragraph) whose election by the
         Board or nomination for election by the Company's stockholders was
         approved by a vote of at least two-thirds of the directors then still
         in office who either were directors at the beginning of the two-year
         period or whose election or nomination for election was previously so
         approved but excluding for this purpose any such new director whose
         initial assumption of office occurs as a result of either an actual or
         threatened election contest (as such terms are used in Rule 14a-11 of
         Regulation 14A promulgated under the Exchange Act) or other actual or
         threatened solicitation of proxies or consents by or on behalf of an
         individual, corporation, partnership, group, associate or other entity
         or Person other than the Board, cease for any reason to constitute at
         least a majority of the Board; provided, however, that such event shall
         not constitute a Change in Control unless or until the percentage of
         voting securities of the Company owned beneficially, directly or
         indirectly, by the Hoyt Family is less than 50% of all such outstanding
         securities;

                  (iii) the consummation of a merger or consolidation of the
         Company or any subsidiary or subsidiaries owning directly or indirectly
         all or substantially all of the consolidated assets of the Company
         (individually and collectively, a "Significant Subsidiary") with any
         other entity, other than a merger or consolidation which would result
         in the voting securities of the Company or a Significant Subsidiary
         outstanding immediately prior thereto continuing to represent (either
         by remaining outstanding or by being converted into voting securities
         of the surviving or resulting entity) more than 50% of the combined
         voting power of the surviving or resulting entity outstanding
         immediately after such merger or consolidation;

                  (iv) the stockholders of the Company approve a plan or
         agreement for the sale or disposition of all or substantially all of
         the consolidated assets of the Company (other

                                       2

<PAGE>
         than such a sale or disposition immediately after which such assets
         will be owned directly or indirectly by the stockholders of the Company
         in substantially the same proportions as their ownership of the common
         stock of the Company immediately prior to such sale or disposition), in
         which case the Board shall determine the effective date of the Change
         in Control resulting therefrom; or

                  (v) any other event occurs which the Board determines, in its
         discretion, would materially alter the structure of the Company or its
         ownership.

For purposes of this definition:

                                    (A)     The term "Beneficial Owner" shall
                                            have the meaning ascribed to such
                                            term in Rule 13d-3 under the
                                            Exchange Act (including any
                                            successor to such Rule).

                                    (B)     The term "Exchange Act" means the
                                            Securities Exchange Act of 1934, as
                                            amended from time to time, or any
                                            successor act thereto.

                                    (C)     The term "Person" shall have the
                                            meaning ascribed to such term in
                                            Section 3(a)(9) of the Exchange Act
                                            and used in Sections 13(d) and 14(d)
                                            thereof, including "group" as
                                            defined in Section 13(d) thereof.

                                    (D)     The term the "Hoyt Family" shall
                                            mean the family of Henry H. Hoyt,
                                            Sr., his descendants, and members of
                                            such descendants' families.

         (c) The "Effective Date" shall be the date on which a Change in Control
occurs; provided, however, that if your employment with the Company is
terminated prior to the date on which a Change in Control occurs and it is
reasonably demonstrated that such termination was at the request of a third
party that has taken steps reasonably calculated to effect a Change in Control
or otherwise arose in connection with or anticipation of a Change in Control,
then for all purposes of this Agreement the "Effective Date" shall be the date
immediately prior to the date of such termination.

         (d) "Good Reason" shall mean (i) the assignment to you of any duties
inconsistent in any respect with your position (including status, offices,
titles and reporting relationships), authority, duties or responsibilities as
contemplated by Section 3(a) 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 you; (ii) the transfer or
attempted assignment of you without your consent to a location outside the area
described in Section 3(a)(ii) of this Agreement or the assignment to you of
duties that require that you be absent from such location on business for more
than the average number of days of business-related travel in the preceding
three fiscal years; or (iii) any failure of the Company to comply with and
satisfy Section 10(c) of this Agreement or any other material breach of this
Agreement by the Company.

                                       3

<PAGE>

         2. Employment Period. The period commencing on the Effective Date and
ending on the second anniversary of such date or on such earlier date of
termination as provided herein shall be referred to herein as the "Employment
Period". The Company hereby agrees to continue you in its employ, and you hereby
agree to remain in the employ of the Company, during the Employment Period.

                  3.       Terms of Employment.

         (a) Position and Duties. During the Employment Period, (i) your
position, status, authority, duties and responsibilities shall be at least equal
to those of the position held by you immediately prior to the Effective Date and
(ii) your services shall be performed at the location where you were employed
immediately preceding the Effective Date or any office or location less than
twenty-five (25) miles from such location. During the Employment Period, you
agree to devote your best efforts to the service of the Company and the
performance of such duties and responsibilities.

                  (b)      Compensation.

                  (i) Base Salary. During the Employment Period, you shall
         receive a base salary ("Base Salary") at an annual rate at least equal
         to the highest annual base salary paid to you by the Company with
         respect to any of the three fiscal years immediately preceding the year
         in which the Effective Date occurs or, if greater, the base salary in
         effect for the year in which the Effective Date occurs.

                  (ii) Annual Bonus. In addition to Base Salary, you shall be
         awarded, for each fiscal year during the Employment Period, an annual
         bonus (an "Annual Bonus") in cash at least equal to the greater of (x)
         the highest bonus earned by you in any of the three fiscal years
         immediately preceding the fiscal year in which the Effective Date
         occurs and (y) the target bonus (based on the assumed attainment of
         100% of the performance objectives) for the fiscal year in which the
         Effective Date occurs.

                  (iii) Benefit Plans. During the Employment Period, you and
         your family shall be entitled to participate in, on a basis consistent
         with your position with the Company, and shall receive benefits under
         plans, practices, policies and programs provided by the Company
         (including, without limitation, retirement, pension, profit sharing,
         stock option and long-term incentive plans, and death and life
         insurance benefits and medical insurance programs) at least as
         favorable as the most favorable of such plans, practices, policies and
         programs in effect at any time during the 90-day period immediately
         preceding the Effective Date or, if more favorable, as in effect from
         time to time thereafter with respect to senior executives of the
         Company and their families. In the case of a retirement on or after the
         Effective Date, all of your then outstanding options to purchase common
         stock of the Company shall become immediately vested and exercisable
         for the remaining term of the option and all of your then outstanding
         restricted and deferred stock grants relating to common stock of the
         Company shall become immediately vested. For purposes of this
         Agreement, "retire" or "retirement" shall mean your voluntary
         termination of employment with the Company after attaining age 65 or,
         if earlier, the date which you are eligible to terminate employment
         with the
                                       4
<PAGE


         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.

                  (iv) Vacation. During the Employment Period, you shall be
         entitled to paid vacation in accordance with your highest paid vacation
         allowance in effect at any time during the 90-day period immediately
         preceding the Effective Date or, if more favorable, as in effect from
         time to time thereafter with respect to other senior executives of the
         Company.

                  4. Obligations of the Company upon Termination.

         If, during the Employment Period, the Company shall terminate your
employment other than for Cause, or if you shall terminate your employment for
Good Reason:

         (a) Lump-Sum Payment. The Company shall pay to you in a lump sum in
cash within 7 days after the date of termination the aggregate of the following
amounts:

                  (i) The full amount due to you 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 accrued vacation pay;

                  (ii) Two times your Final Compensation. For purposes of this
         Agreement, Final Compensation means the sum of (A) your annual base
         salary as in effect immediately prior to such termination and (B) the
         greater of (x) the highest bonus earned by you 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 year in which the termination occurs; and

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

Notwithstanding the foregoing, the aggregate lump-sum payment made pursuant to
clauses (ii) and (iii) above shall in no event be less than $1,000,000.

         (b) Pro-Rated Bonus. As soon as practicable following the end of the
fiscal year in which the termination of your employment occurs, the Company
shall pay to you a pro-rated bonus reflecting the number of months (treating any
partial month as a full month for this purpose) in such fiscal year during which
you were employed.

         (c) Welfare Benefits. For two years following the termination of your
employment, or such longer period as any plan, program, practice or policy may
provide, the Company shall continue benefits to you and/or your family at least
equal to those which would have been

                                       5

<PAGE>

provided in accordance with the welfare benefit plans, programs, practices and
policies of the Company if your 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 Effective Date 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, you shall be considered to have remained employed until the end of the
Employment Period and to have retired on the last day of such period.

         (d) Stock Options and Awards. All of your then outstanding options to
purchase common stock of the Company shall become immediately vested and
exercisable for the remaining term of the option and all of your then
outstanding restricted and deferred stock grants relating to common stock of the
Company shall become immediately vested.

         (e) Outplacement. The Company agrees to provide you with reasonable
outplacement assistance through the Company's Human Resources Department. The
Company further agrees to reimburse you for reasonable job search expenses. All
job search expenses in excess of one hundred dollars ($100.00) are subject to
prior approval by the Company.

         (f) Release. You agree, as a condition to receipt of the termination
payments and benefits provided for in this Section 4, that you will execute a
release agreement, in a form reasonably satisfactory to the Company and you,
releasing any and all claims arising out of your employment (other than
enforcement of this Agreement, your rights under any of the Company's incentive
compensation and employee benefit plans and programs to which you are entitled
under this Agreement or otherwise, and any claim for any tort for personal
injury not arising out of or related to your termination of employment).

                  5.       Covenant Not to Compete; Nonsolicitation.

         (a) Except with the prior written consent of the Company authorized by
a resolution adopted by the Board, while employed by the Company, you will not,
and will not permit any corporation, partnership or other business entity in
which you have 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 you 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 5.

         (b) While employed by the Company and for a period of one year after
the termination of your employment for any reason, you 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 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.

                                       6

<PAGE>
                  6.       Secrecy; Nondisparagement.

         (a) You recognize and acknowledge 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. You will not, while employed by the Company 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) You agree that you will not make any disparaging statements about
the Company or the directors, officers or employees of the Company; provided
that this Section 6(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 your truthful statements or
disclosures to officers or directors of the Company, and shall not require you
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 you; provided that this Section 6(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 you, and shall not
require false statements or disclosures to be made.

         7. Excise Tax Gross-Up. If you become 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 7, 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 you at the time specified below an additional amount (the "Gross-Up
Payment") such that the net amount retained by you, 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 your 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 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 you ("Independent Advisors"), the Total Payments do
not

                                       7

<PAGE>

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.

         For purposes of determining the amount of the Gross-Up Payment, you
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 your 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 your
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 to you 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, you 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 you are a
party (a "Final Determination"), to be less than the amount taken into account
hereunder at the time the Gross-Up Payment is made, you 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 you or otherwise realized as a
benefit by you), 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


                                       8

<PAGE>

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 you shall be entitled
to settle or contest any other issue raised by the Internal Revenue Service or
any other taxing authority. You 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.

         8. Relationship to Existing Agreement. The Existing Agreement shall
remain in full force and effect unless and until the Effective Date occurs, at
which time the provisions of the Existing Agreement shall be superseded by the
provisions of this Agreement during the Employment Period. In the event you
remain in the employ of the Company at the second anniversary of the Effective
Date and such date is prior to December 3, 2000, the Existing Agreement shall be
reinstated and the provisions thereof shall be in full force and effect as
provided therein.

         9. Remedies. In the event of a breach or threatened breach by you of
the provisions of Section 5 or Section 6 of this Agreement, the Company shall be
entitled to seek an injunction restraining you from violating either of said
provisions, or any other remedy, including the recovery of damages from you. If
you shall breach any of the provisions of Section 5 or Section 6 of this
Agreement, nothing herein shall be construed as preventing the Company from
withholding any payment or payments required to be made hereunder to you.

         10. Assistance in Litigation. You 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.

                  11.      Successors.

         (a) This Agreement is personal to you and, without the prior written
consent of the Company, shall not be assignable by you otherwise than by will or
the laws of descent and distribution. This Agreement shall inure to the benefit
of and be enforceable by your 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

                                       9

<PAGE>

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.

         12. 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 you,
at your address set forth above, unless another address has been given to the
other party hereto in writing.

         13. 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 your employment
with the Company. 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.

         14. 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.

         15. Other Benefits. Nothing in this Agreement shall be interpreted as
reducing or eliminating any benefits to which you or your beneficiaries are
entitled, without regard to this Agreement, under any plan or program of the
Company other than the Existing Agreement following a termination of employment
for any reason.

         16. No Duty to Mitigate. In the event of any termination of employment
under Section 4 of this Agreement, you shall be under no obligation to seek
other employment, and there shall be no offset against any amounts due to you
under this Agreement on account of the remuneration attributable to any
subsequent employment that you may obtain. Any amounts due under Section 4 are
in the nature of severance payments, or liquidated damages, or both, and are not
in the nature of a penalty.

         17. Fees and Expenses. The Company shall pay fees and expenses
reasonably incurred by you as a result of your seeking to obtain or enforce any
right or benefit provided by this Agreement, promptly and from time to time, at
your request as such fees and expenses are incurred unless your actions in such
regard are determined to be frivolous or in bad faith.

                                                     Very truly yours,

                                                     CARTER-WALLACE, INC.

                                                     By _______________________
                                                          Chairman of the Board

                                       10

<PAGE>

Agreed and consented to as of
the date set forth above

------------------------------
       T. Rosie Albright


<PAGE>

                                                                   Exhibit 10.22


                                                                 June 4, 1998

Stephen R. Lang, Esq.
1020 Park Avenue, Apt. 2D
New York, NY  10028

Dear Steve:

         Carter-Wallace, Inc. (the "Company") recognizes that your contribution
to the success of the Company has been substantial and wishes to reinforce and
encourage your continued attention and dedication to your assigned duties
without distraction by entering into compensation arrangements with you that
will provide you with individual financial security in the event of a pending or
threatened Change in Control (as defined below). In order to accomplish these
objectives, the Company has entered into this letter agreement (the
"Agreement").

                  1.       Certain Definitions.

         (a) "Cause" shall mean (i) the willful and material breach of Sections
6 or 7 of this Agreement by you; (ii) your conviction of a felony; or (iii) your
engagement in conduct that constitutes willful gross neglect or willful gross
misconduct in carrying out your 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 your part
shall be considered "willful" if it was done or omitted to be done by you not in
good faith, and shall not include any act or failure to act resulting from any
incapacity of you. Notwithstanding the foregoing, a termination for "cause"
shall not take effect unless you have been given written notice by the Company
of its intention to terminate you 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. You shall have 20 days after the date that such written notice
has been given to you in which to cure such conduct, to the extent such cure is
possible. If you fail to cure such conduct, you shall then be entitled to a
hearing before the Board of Directors of the Company (the "Board") at which you
and your counsel are entitled to appear. Such hearing shall be held within 25
days of such notice to you, provided you request such hearing within 10 days of
the written notice from the Company of the intention to terminate you for
"cause". If, within five days following such hearing, you are furnished written
notice by the Board confirming that, in its judgment, grounds for "cause" on the
basis of the original notice exist, you shall thereupon be terminated for
"cause."

                  (b) A "Change in Control" shall be deemed to have occurred if:

<PAGE>

                 (i) any Person (other than the Company, the Hoyt family, any
         trustee or other fiduciary holding securities under any employee
         benefit plan of the Company, or any company owned, directly or
         indirectly, by the stockholders of the Company immediately prior to the
         occurrence with respect to which the evaluation is being made in
         substantially the same proportions as their ownership of the common
         stock of the Company) becomes the Beneficial Owner (except that a
         Person shall be deemed to be the Beneficial Owner of all shares that
         any such Person has the right to acquire pursuant to any agreement or
         arrangement or upon exercise of conversion rights, warrants or options
         or otherwise, without regard to the sixty day period referred to in
         Rule 13d-3 under the Exchange Act), directly or indirectly, of
         securities of the Company or any Significant Subsidiary (as defined
         below), representing 25% or more of the combined voting power of the
         Company's or such Subsidiary's then outstanding securities; provided,
         however, that such event shall not constitute a Change in Control
         unless or until the percentage of such securities owned beneficially,
         directly or indirectly, by such Person is equal to or more than all
         such securities owned beneficially, directly or indirectly, by the Hoyt
         Family;

                  (ii) during any period of two consecutive years, individuals
         who at the beginning of such period constitute the Board, and any new
         director (other than a director designated by a person who has entered
         into an agreement with the Company to effect a transaction described in
         clause (i), (iii) or (iv) of this paragraph) whose election by the
         Board or nomination for election by the Company's stockholders was
         approved by a vote of at least two-thirds of the directors then still
         in office who either were directors at the beginning of the two-year
         period or whose election or nomination for election was previously so
         approved but excluding for this purpose any such new director whose
         initial assumption of office occurs as a result of either an actual or
         threatened election contest (as such terms are used in Rule 14a-11 of
         Regulation 14A promulgated under the Exchange Act) or other actual or
         threatened solicitation of proxies or consents by or on behalf of an
         individual, corporation, partnership, group, associate or other entity
         or Person other than the Board, cease for any reason to constitute at
         least a majority of the Board; provided, however, that such event shall
         not constitute a Change in Control unless or until the percentage of
         voting securities of the Company owned beneficially, directly or
         indirectly, by the Hoyt Family is less than 50% of all such outstanding
         securities;

                  (iii) the consummation of a merger or consolidation of the
         Company or any subsidiary or subsidiaries owning directly or indirectly
         all or substantially all of the consolidated assets of the Company
         (individually and collectively, a "Significant Subsidiary") with any
         other entity, other than a merger or consolidation which would result
         in the voting securities of the Company or a Significant Subsidiary
         outstanding immediately prior thereto continuing to represent (either
         by remaining outstanding or by being converted into voting securities
         of the surviving or resulting entity) more than 50% of the combined
         voting power of the surviving or resulting entity outstanding
         immediately after such merger or consolidation;

                  (iv) the stockholders of the Company approve a plan or
         agreement for the sale or disposition of all or substantially all of
         the consolidated assets of the Company (other than such a sale or
         disposition immediately after which such assets will be owned directly
         or indirectly by the stockholders of the Company in substantially the
         same proportions as

                                       2

<PAGE>

         their ownership of the common stock of the Company immediately prior to
         such sale or disposition), in which case the Board shall determine the
         effective date of the Change in Control resulting therefrom; or

                  (v) any other event occurs which the Board determines, in its
         discretion, would materially alter the structure of the Company or its
         ownership.

For purposes of this definition:

                                    (A)     The term "Beneficial Owner" shall
                                            have the meaning ascribed to such
                                            term in Rule 13d-3 under the
                                            Exchange Act (including any
                                            successor to such Rule).

                                    (B)     The term "Exchange Act" means the
                                            Securities Exchange Act of 1934, as
                                            amended from time to time, or any
                                            successor act thereto.

                                    (C)     The term "Person" shall have the
                                            meaning ascribed to such term in
                                            Section 3(a)(9) of the Exchange Act
                                            and used in Sections 13(d) and 14)d)
                                            thereof, including "group" as
                                            defined in Section 13(d) thereof.

                                    (D)     The term the "Hoyt Family" shall
                                            mean the family of Henry H. Hoyt,
                                            Sr., his descendants, and members of
                                            such descendants' families.

         (c) The "Effective Date" shall be the date on which a Change in Control
occurs; provided, however, that if your employment with the Company is
terminated prior to the date on which a Change in Control occurs and it is
reasonably demonstrated that such termination was at the request of a third
party that has taken steps reasonably calculated to effect a Change in Control
or otherwise arose in connection with or anticipation of a Change in Control,
then for all purposes of this Agreement the "Effective Date" shall be the date
immediately prior to the date of such termination.

         (d) "Good Reason" shall mean (i) the assignment to you of any duties
inconsistent in any respect with your position (including status, offices,
titles and reporting relationships), authority, duties or responsibilities as
contemplated by Section 3(a) 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 you; (ii) the transfer or
attempted assignment of you without your consent to a location outside the area
described in Section 3(a)(ii) of this Agreement or the assignment to you of
duties that require that you be absent from such location on business for more
than the average number of days of business-related travel in the preceding
three fiscal years; or (iii) any failure of the Company to comply with and
satisfy Section 10(c) of this Agreement or any other material breach of this
Agreement by the Company.

                                       3

<PAGE>

         2. Employment Period. The period commencing on the Effective Date and
ending on the second anniversary of such date or on such earlier date of
termination as provided herein shall be referred to herein as the "Employment
Period". The Company hereby agrees to continue you in its employ, and you hereby
agree to remain in the employ of the Company, during the Employment Period.

                  3.       Terms of Employment.

         (a) Position and Duties. During the Employment Period, (i) your
position, status, authority, duties and responsibilities shall be at least equal
to those of the position held by you immediately prior to the Effective Date and
(ii) your services shall be performed at the location where you were employed
immediately preceding the Effective Date or any office or location less than
twenty-five (25) miles from such location. During the Employment Period, you
agree to devote your best efforts to the service of the Company and the
performance of such duties and responsibilities.

                  (b)      Compensation.

                  (i) Base Salary. During the Employment Period, you shall
         receive a base salary ("Base Salary") at an annual rate at least equal
         to the highest annual base salary paid to you by the Company with
         respect to any of the three fiscal years immediately preceding the year
         in which the Effective Date occurs or, if greater, the base salary in
         effect for the year in which the Effective Date occurs.

                  (ii) Annual Bonus. In addition to Base Salary, you shall be
         awarded, for each fiscal year during the Employment Period, an annual
         bonus (an "Annual Bonus") in cash at least equal to the greater of (x)
         the highest bonus earned by you in any of the three fiscal years
         immediately preceding the fiscal year in which the Effective Date
         occurs and (y) the target bonus (based on the assumed attainment of
         100% of the performance objectives) for the fiscal year in which the
         Effective Date occurs.

                  (iii) Benefit Plans. During the Employment Period, you and
         your family shall be entitled to participate in, on a basis consistent
         with your position with the Company, and shall receive benefits under
         plans, practices, policies and programs provided by the Company
         (including, without limitation, retirement, pension, profit sharing,
         stock option and long-term incentive plans, and death and life
         insurance benefits and medical insurance programs) at least as
         favorable as the most favorable of such plans, practices, policies and
         programs in effect at any time during the 90-day period immediately
         preceding the Effective Date or, if more favorable, as in effect from
         time to time thereafter with respect to senior executives of the
         Company and their families. In the case of a retirement on or after the
         Effective Date, all of your then outstanding options to purchase common
         stock of the Company shall become immediately vested and exercisable
         for the remaining term of the option and all of your then outstanding
         restricted and deferred stock grants relating to common stock of the
         Company shall become immediately vested. For purposes of this
         Agreement, "retire" or "retirement" shall mean your voluntary
         termination of employment with the Company after attaining age 65 or,
         if earlier, the date which you are eligible to terminate employment
         with the

                                       4

<PAGE>

         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.

                  (iv) Vacation. During the Employment Period, you shall be
         entitled to paid vacation in accordance with the policies of the
         Company in effect at any time during the 90-day period immediately
         preceding the Effective Date or, if more favorable, as in effect from
         time to time thereafter with respect to other senior executives of the
         Company.

                  4. Obligations of the Company upon Termination.

         If, during the Employment Period, the Company shall terminate your
employment other than for Cause, or if you shall terminate your employment for
Good Reason:

         (a) Lump-Sum Payment. The Company shall pay to you in a lump sum in
cash within 7 days after the date of termination the aggregate of the following
amounts:

                  (i) The full amount due to you 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 accrued vacation pay;

                  (ii) Two times your Final Compensation. For purposes of this
         Agreement, Final Compensation means the sum of (A) your annual base
         salary as in effect immediately prior to the termination and (B) the
         greater of (x) the highest bonus earned by you 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 year in which the termination occurs; and

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

Notwithstanding the foregoing, the aggregate lump-sum payment made pursuant to
clauses (ii) and (iii) above shall in no event be less than $1,000,000.

         (b) Pro-Rated Bonus. As soon as practicable following the end of the
fiscal year in which the termination of your employment occurs, the Company
shall pay to you a pro-rated bonus reflecting the number of months (treating any
partial month as a full month for this purpose) in such fiscal year during which
you were employed.

         (c) Welfare Benefits. For two years following the termination of your
employment, or such longer period as any plan, program, practice or policy may
provide, the Company shall continue benefits to you and/or your family at least
equal to those which would have been provided in accordance with the welfare
benefit plans, programs, practices and policies of the

                                       5


<PAGE>

Company if your 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 Effective Date 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, you shall be
considered to have remained employed until the end of the Employment Period and
to have retired on the last day of such period.

         (d) Stock Options and Awards. All of your then outstanding options to
purchase common stock of the Company shall become immediately vested and
exercisable for the remaining term of the option and all of your then
outstanding restricted and deferred stock grants relating to common stock of the
Company shall become immediately vested.

         (e) Outplacement. The Company agrees to provide you with reasonable
outplacement assistance through the Company's Human Resources Department. The
Company further agrees to reimburse you for reasonable job search expenses. All
job search expenses in excess of one hundred dollars ($100.00) are subject to
prior approval by the Company.

         (f) Release. You agree, as a condition to receipt of the termination
payments and benefits provided for in this Section 4, that you will execute a
release agreement, in a form reasonably satisfactory to the Company and you,
releasing any and all claims arising out of your employment (other than
enforcement of this Agreement, your rights under any of the Company's incentive
compensation and employee benefit plans and programs to which you are entitled
under this Agreement or otherwise, and any claim for any tort for personal
injury not arising out of or related to your termination of employment).

                  5.       Covenant Not to Compete; Nonsolicitation.

         (a) Except with the prior written consent of the Company authorized by
a resolution adopted by the Board, while employed by the Company, you will not,
and will not permit any corporation, partnership or other business entity in
which you have 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 you 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 5.

         (b) While employed by the Company and for a period of one year after
the termination of your employment for any reason, you 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 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.

                                       6

<PAGE>

                  6.       Secrecy; Nondisparagement.

         (a) You recognize and acknowledge 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. You will not, while employed by the Company 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) You agree that you will not make any disparaging statements about
the Company or the directors, officers or employees of the Company; provided
that this Section 6(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 your truthful statements or
disclosures to officers or directors of the Company, and shall not require you
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 you; provided that this Section 6(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 you, and shall not
require false statements or disclosures to be made.

         7. Excise Tax Gross-Up. If you become 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 7, 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 you at the time specified below an additional amount (the "Gross-Up
Payment") such that the net amount retained by you, 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 your 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 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 you ("Independent Advisors"), the Total Payments do
not

                                       7

<PAGE>
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.

         For purposes of determining the amount of the Gross-Up Payment, you
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 your 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 your
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 to you 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, you 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 you are a
party (a "Final Determination"), to be less than the amount taken into account
hereunder at the time the Gross-Up Payment is made, you 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 you or otherwise realized as a
benefit by you), 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

                                       8

<PAGE>
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 you shall be entitled
to settle or contest any other issue raised by the Internal Revenue Service or
any other taxing authority. You 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.

         8. Remedies. In the event of a breach or threatened breach by you of
the provisions of Section 5 or Section 6 of this Agreement, the Company shall be
entitled to seek an injunction restraining you from violating either of said
provisions, or any other remedy, including the recovery of damages from you. If
you shall breach any of the provisions of Section 5 or Section 6 of this
Agreement, nothing herein shall be construed as preventing the Company from
withholding any payment or payments required to be made hereunder to you.

         9. Assistance in Litigation. You 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.

                  10.      Successors.

         (a) This Agreement is personal to you and, without the prior written
consent of the Company, shall not be assignable by you otherwise than by will or
the laws of descent and distribution. This Agreement shall inure to the benefit
of and be enforceable by your 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.

         11. 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

                                       9

<PAGE>

York 10105, Attention: Board of Directors, and to you, at your address set forth
above, unless another address has been given to the other party hereto in
writing.

         12. 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 your employment
with the Company. 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.

         13. 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.

         14. Other Benefits. Nothing in this Agreement shall be interpreted as
reducing or eliminating any benefits to which you or your beneficiaries are
entitled, without regard to this Agreement, under any plan or program of the
Company following a termination of employment for any reason.

         15. No Duty to Mitigate. In the event of any termination of employment
under Section 4 of this Agreement, you shall be under no obligation to seek
other employment, and there shall be no offset against any amounts due to you
under this Agreement on account of the remuneration attributable to any
subsequent employment that you may obtain. Any amounts due under Section 4 are
in the nature of severance payments, or liquidated damages, or both, and are not
in the nature of a penalty.

         16. Fees and Expenses. The Company shall pay fees and expenses
reasonably incurred by you as a result of your seeking to obtain or enforce any
right or benefit provided by this Agreement, promptly and from time to time,

                                       10


<PAGE>


at your request as such fees and expenses are incurred unless your actions in
such regard are determined to be frivolous or in bad faith.

                                                     Very truly yours,

                                                     CARTER-WALLACE, INC.

                                                     By _______________________
                                                          Chairman of the Board

Agreed and consented to as of
the date set forth above

------------------------------
        Stephen R. Lang

                                       11