July 24, 2002



Mr. Andrew Steinberg
6921 Baxtershire Drive
Dallas, TX 75230

Dear Andy:

This letter will confirm our offer for the position of Vice President, General
Counsel & Corporate Secretary. In this position you will report directly to
Robert Davies, Chief Executive Officer.

As discussed, we are offering an attractive package of both direct and indirect
benefits. Some of the major highlights of our employment offer are detailed
below:

|X| Your starting base salary will be $10,833.33 semi-monthly ($260,000
annually).

|X| You will receive a one-time sign on bonus of $15,000 (taxable)

|X| Vacation Entitlement -You will receive ten days vacation and one personal
day in 2002. For 2003 you will receive four weeks vacation and two personal
days.

|X| You will participate in the Church & Dwight Incentive Compensation Program
with a target bonus of 45% (range of 0 - 90%) of base salary earned during the
year. Your first award will be due in February, 2003. Your 2002 award will be no
less than 45% of base salary earned in 2002.

|X| You will participate in the Company's Stock Option plan. Options are
annually distributed in the May time frame. You will receive stock options based
on a formula equal to the one used to determine the option grant for other
employees at your level. In addition, you will receive 15,000 stock options with
an exercise price equal to the average of the high and low on your start date

|X| You will be eligible to receive relocation assistance to cover the costs of
your move to this area. More details are available in the attached relocation
policy. Please call me if you have further questions.

|X| You will participate in Church & Dwight's comprehensive health, welfare and
retirement programs. Kathy McAleer of the Human Resources Department will be
contacting you to schedule a full benefits orientation shortly after your start
date. In the interim, the attached "Summary of Benefits" should provide a
helpful outline of our benefits programs. Your benefits become active on the
first day of the month following 30 days of active employment.

|X| Your anticipated start date will be September 1, 2002


Andrew Steinberg
July 24, 2002
Page 2


This offer is contingent upon the satisfactory completion of reference checking
and drug screening, as well as verification of your eligibility to work in the
United States (I-9). Please sign one copy of this letter, complete the enclosed
documents and return them to the Human Resources Department as soon as possible.
Please fill out only the top portion of the I-9 form and be sure to bring it
with you on your start date along with the appropriate identification required
to complete the form (see back of form). Please report to the Human Resources
Department at 8:30 a.m. on your start date.

Martin Hayes of the Human Resources Department will arrange for a drug-screening
test at a facility located in your area. Please call Martin at (609) 279-7313
with your social security number so this test can be scheduled.

Andy, we look forward to your joining Church & Dwight Co., Inc. and believe you
will have a successful, rewarding career with us.

Please do not hesitate to contact me with regard to the specifics of this offer
and/or related benefit programs.

Sincerely,


/s/ Steven P. Cugine
---------------------
Steven P. Cugine
Vice President
Human Resources





Accepted by: /s/Andrew Steinberg                     July 29, 2002
             ------------------------------          ------------------
              Andrew Steinberg                       Date



Enclosures