January 25, 2001

Mr. Ralph Levine
930 Park Avenue
Apartment 7-N
New York, New York  10028

Dear Ralph:

         Reference is made to the Executive Employment Agreement, dated as of
June 4, 1998 and amended on January 27, 2000, between Carter-Wallace, Inc. (the
"Company") and you (the "Agreement"). The Board of Directors of the Company has
determined that it is appropriate to amend the Agreement to reflect your
election to the office of Chairman of the Board and Chief Executive Officer and
the change in your compensation as a result thereof.

         Accordingly, upon confirmation by you of your agreement thereto, the
Agreement shall be amended in the following respects:

                  (1)    The first sentence of Section 2 of the Agreement shall
         be amended to read in its entirety as follows:

                         The Executive shall be paid a base salary at the rate
                  of not less than $1,350,000 per year during the Term, payable
                  in equal semi-monthly installments.

                  (2)    The first paragraph of Section 4 of the Agreement shall
         be amended to read in its entirety as follows:

                         During the Term, the Executive shall have the title
                  of Chairman of the Board and Chief Executive Officer, shall
                  report directly to the Board of Directors of the Company and
                  shall have the powers, status and duties that are normally
                  exercised in and ordinarily pertain to these positions.





Mr. Ralph Levine                          -2-                  January 25, 2001



         Upon your confirmation of your agreement with the amendments set forth
above, by signing and returning to the Secretary of the Company the copy of this
letter, such amendments shall take effect immediately.

                                               Very truly yours,
                                               CARTER-WALLACE, INC.



                                               ------------------------------
                                               President


Confirmed and agreed this
      day of January, 2001


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