Carter Wallace Inc Watch

from 10-K405 ~5 pages Employment Agreement

from 10-K405 1 page January 25, 2001 Mr. Paul A. Veteri 21 Londonderry Drive Greenwich, Connecticut 06830 Dear Paul: 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 President and Chief Operating 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 $950,000 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 President and Chief Operating Officer, Shall Report Directly to the Chief Executive Officer of the Company and Shall Have the Powers, Status and Duties That Are Normally Exercised in and Ordinarily Pertain to These Positions. <page> Mr. Paul A. Veteri -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. Chairman of the Board Confirmed and Agreed This Day of January, 2001 - Paul A. Veteri

from 10-K405 1 page 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. <page> 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

from 10-K405 ~20 pages Profit Sharing Plan

from 10KT405 ~50 pages Material contract

from 10KT405 ~20 pages Executive Employment Agreements

from 10-K405 ~20 pages Material Contracts

from 10-Q 1 page Description of Debt and Leases as of November 30, 1995 Indebtedness (Other Than Capitalized Rentals) Outstanding Due Lender Rate Balance Date Merrill Lynch 6.75% $4,300,000 01-Oct-98 Istituto Mobilare Italiano 9.00% $3,144,500 30-Jun-01 Centrobanca 9.00% $3,144,500 01-Jul-01 Decatur Irb 72% of Prime $3,000,000 01-Dec-10 to 12/1/95, Adjustable Thereafter Youngs Notes 5.86% $2,457,318 12-Sep-96 Banque Nationale De Paris 7.59% $2,192,430 06-Aug-01 Cic - Union Europeene 7.75% $2,105,348 06-Aug-01 International Et Cie State Street Bank 9.64% $1,141,050 28-Jul-98 Istituto Mobilare Italiano 4.50% $743,619 01-Jul-02 Midlantic Bank, as Trustee 7.38% $610,000 01-Sep-04 Istituto Mobilare Italiano 5.50% $298,466 01-Jul-98 Overdrafts / Short Term Debt France - Sofibel $4,571,319 - Sante Beaute $1,445 Italy - Laboratori Bouty $4,057,499 - Technogenetics $2,937,944 Capitalized Leases Principal Interest Total France $150,770 $33,315 $184,085 Spain $19,419 $2,123 $21,542 Secured Indebtedness None

from 10-Q 1 page 1. Significant Subsidiaries: Percentage of Voting Stock Name of Jurisdiction of Owned by Company and Subsidiary Incorporation Each Other Subsidiary Carter-Wallace N.S. Inc. Delaware, U.S.A. 100% Carter-Wallace Limited United Kingdom 100% 2. Subsidiaries (Other Than Significant Subsidiaries): Percentage of Voting Stock Name of Jurisdiction of Owned by Company and Subsidiary Incorporation Each Other Subsidiary Carter-Wallace (Australia) Pty. Ltd. Australia 100% Cwasuperannuation Pty. Ltd. Australia 100% Denver Laboratories (Canada) Limited Canada 100% Frank W. Horner Inc. Canada 100% Horner Pharmaceuticals Inc. Canada 100% Dermalogos, S.A. France 100% Email Diamant, S.A. France 100% Germancos, S.A.R.L. France 100% Laboratoires Ethical S.A.R.L. France 100% Laboratoires Fumouze S.A. France 100% Sante Beaute, S.A. France 100% Sofibel S.A.R.L. France 100% Teutonia Beteiligungsverwaltung Gmbh Germany 100% Percentage of Voting Stock Name of Jurisdiction of Owned by Company and Subsidiary Incorporation Each Other Subsidiary Carter Wallace (Hong Kong) Limited Hong Kong 100% Bouty S.P.A. Italy 100% Technogenetics S.R.L. Italy 100% Karlan International, S.A. Luxembourg 100% Carter Wallace, S.A. Mexico 100% Icart, S.A. Spain 100% Denver Laboratories Limited United Kingdom 100% Carter Family Products, Inc. Delaware, U.S.A. 100% Carter-Wallace O.S. Inc. Delaware, U.S.A. 100% Nimes, Inc. Delaware, U.S.A. 63% International Biological Laboratories, Inc. Maryland, U.S.A. 95% Carter-Wallace Fsc Corp. Virgin Islands 100%

from 10-Q ~50 pages Material contract

from 10-Q ~50 pages Material contract

from 10-K405 ~10 pages Material contract

from 10-K ~10 pages Material contract

from 10-K ~20 pages Material contract