10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2006

Commission file number 1-10585

CHURCH & DWIGHT CO., INC.

(Exact name of registrant as specified in its charter)

Delaware	13-4996950
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

469 North Harrison Street, Princeton, N.J.	08543-5297
(Address of principal executive office)	(Zip Code)

Registrant’s telephone number, including area code: (609) 683-5900

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (check one):

Large accelerated filer   x    Accelerated filer  ¨    Non-accelerated filer  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)    Yes  ¨    No  x

As of May 5, 2006, there were 64,647,312 shares of Common Stock outstanding.

TABLE OF CONTENTS

ITEM		PAGE
	PART I
1.	Financial Statements	- 3 -
2.	Management’s Discussion and Analysis	- 16 -
3.	Quantitative and Qualitative Disclosure About Market Risk	- 19 -
4.	Controls and Procedures	- 19 -
	PART II
1A.	Risk Factors	- 20 -
4.	Submission of Matters to a Vote of Security Holders	- 20 -
6.	Exhibits	- 20 -

2

PART I - FINANCIAL INFORMATION

ITEM 1: FINANCIAL STATEMENTS

CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS

(Unaudited)

	Three Months Ended
(Dollars in thousands, except per share data)	Mar. 31, 2006			Apr. 1, 2005
Net Sales	$	442,391		$	420,674
Cost of sales		273,399			260,437
Gross Profit		168,992			160,237
Marketing expense		33,324			37,647
Selling, general and administrative expenses		63,348			55,438
Income from Operations		72,320			67,152
Equity in earnings of affiliates		1,660			1,270
Investment earnings		1,342			783
Other income (expense), net		2,220			(740	)
Interest expense		(11,289	)		(10,610	)
Income before minority interest and income taxes		66,253			57,855
Minority interest		—			(9	)
Income before income taxes		66,253			57,864
Income taxes		26,306			20,163
Net Income		39,947			37,701
Retained earnings at beginning of period		618,071			510,480
		658,018			548,181
Dividends paid		3,870			3,799
Retained earnings at end of period	$	654,148		$	544,382
Weighted average shares outstanding - Basic		64,478			63,321
Weighted average shares outstanding - Diluted		68,549			69,002
Net income per share - Basic	$	0.62		$	0.60
Net income per share - Diluted	$	0.60		$	0.56
Dividends Per Share	$	0.06		$	0.06

See Notes to Condensed Consolidated Financial Statements.

3

CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(Dollars in thousands)	Mar. 31, 2006			Dec. 31, 2005
Assets
Current Assets
Cash and cash equivalents	$	123,041		$	126,678
Accounts receivable, less allowances of $1,297 and $1,826		189,307			187,863
Inventories		180,696			156,149
Deferred income taxes		8,983			11,217
Note receivable – current		1,205			1,150
Prepaid expenses		10,089			11,381
Other current assets		1,314			—
Total Current Assets		514,635			494,438
Property, Plant and Equipment (Net)		328,392			326,903
Note Receivable		4,929			6,134
Equity Investment in Affiliates		10,898			10,855
Long-term Supply Contracts		3,897			4,094
Tradenames and Other Intangibles		537,328			541,970
Goodwill		525,044			523,676
Other Assets		56,197			54,047
Total Assets	$	1,981,320		$	1,962,117
Liabilities and Stockholders’ Equity
Current Liabilities
Short-term borrowings	$	114,899		$	105,563
Accounts payable and accrued expenses		227,277			255,438
Current portion of long-term debt		19,083			15,719
Income taxes payable		31,279			32,990
Total Current Liabilities		392,538			409,710
Long-term Debt		616,824			635,261
Deferred Income Taxes		132,548			124,882
Deferred and Other Long Term Liabilities		44,886			40,823
Pension, Postretirement and Postemployment Benefits		53,233			54,305
Minority Interest		266			258
Commitments and Contingencies
Stockholders’ Equity
Preferred Stock-$1.00 par value Authorized 2,500,000 shares, none issued		—			—
Common Stock-$1.00 par value Authorized 150,000,000 shares, issued 69,991,482 shares		69,991			69,991
Additional paid-in capital		69,822			65,110
Retained earnings		654,148			618,071
Accumulated other comprehensive income (loss)		1,331			(454	)
		795,292			752,718
Common stock in treasury, at cost:
5,384,180 shares in 2006 and 5,602,568 shares in 2005		(54,267	)		(55,840	)
Total Stockholders’ Equity		741,025			696,878
Total Liabilities and Stockholders’ Equity	$	1,981,320		$	1,962,117

See Notes to Condensed Consolidated Financial Statements.

4

CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

(Unaudited)

	Three Months Ended
(Dollars in thousands)	Mar. 31, 2006			Apr. 1, 2005
Cash Flow From Operating Activities
Net Income	$	39,947		$	37,701
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and amortization		12,484			10,895
Equity in earnings of affiliates		(1,660	)		(1,270	)
Deferred income taxes		3,519			4,118
Asset impairment charge and other asset write-offs		2,689			154
Non cash compensation expense		2,109			172
Unrealized foreign exchange loss (gain)		(824	)		—
Tax benefit on stock options exercised		(1,876	)		—
Other		(1,305	)		2,138
Change in assets and liabilities:
Accounts receivable		(82	)		(21,775	)
Inventories		(23,849	)		(8,952	)
Prepaid expenses		1,344			484
Accounts payable and accrued expenses		(28,452	)		(10,856	)
Income taxes payable		5,922			14,475
Distributions from unconsolidated affiliates		1,516			—
Other liabilities		2,090			3,877
Net Cash Provided By Operating Activities		13,572			31,161
Cash Flow From Investing Activities
Additions to property, plant and equipment		(10,556	)		(7,951	)
Acquisitions (net of cash acquired)		(385	)		—
Return of capital from equity affiliates		100			—
Proceeds from note receivable		1,150			1,015
Distributions from unconsolidated affiliates		—			1,937
Contingent acquisition payments		(580	)		(561	)
Change in other long-term assets		(686	)		128
Net Cash Used In Investing Activities		(10,957	)		(5,432	)
Cash Flow From Financing Activities
Long-term debt repayment		(15,455	)		(77,128	)
Short-term debt borrowings - net		6,858			8,946
Proceeds from stock options exercised		2,297			2,839
Tax benefit on stock options exercised		1,876			—
Payment of cash dividends		(3,870	)		(3,798	)
Bank overdrafts		2,026			—
Deferred financing costs		(44	)		(261	)
Net Cash Used In Financing Activities		(6,312	)		(69,402	)
Effect of exchange rate changes on cash and cash equivalents		60			35
Net Change In Cash and Cash Equivalents		(3,637	)		(43,638	)
Cash and Cash Equivalents at Beginning Of Year		126,678			145,540
Cash and Cash Equivalents at End Of Period	$	123,041		$	101,902
Cash paid during the three months for:
Interest (net of amounts capitalized)	$	8,806		$	7,846
Income taxes	$	17,183		$	2,091
Supplemental disclosure of non-cash investing activities:
Property, plant and equipment expenditures included in Accounts Payable	$	2,555		$	898

See Notes to Condensed Consolidated Financial Statements.

5

CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation

The condensed consolidated balance sheet as of March 31, 2006 and the condensed consolidated statements of income and condensed consolidated statements of cash flow for the three months ended March 31, 2006 and April 1, 2005 have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flow at March 31, 2006 and for all periods presented have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. It is suggested that these condensed consolidated financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2005. The results of operations for the period ended March 31, 2006 are not necessarily indicative of the operating results for the full year.

The Company’s fiscal year begins on January 1st of the year stated and ends on December 31st. Quarterly periods are based on a 4 weeks - 4 weeks - 5 weeks methodology. As a result, the first quarter can include a partial or expanded week in the first four week period of the quarter. Similarly, the last five week period in the fourth quarter could include a partial or expanded week.

The Company incurred research & development expenses in the first quarter of 2006 and 2005 of $9.4 million and $8.5 million, respectively. These expenses are included in selling, general and administrative expenses.

2. Recently Adopted Accounting Pronouncement

On January 1, 2006, the Company adopted the provisions of SFAS No. 123 (revised 2004) “Share Based Payment” (“SFAS No. 123R”), which requires the determination of the fair value of share-based compensation at the grant date and the recognition of the related expense over the period in which the share-based compensation vests. The Company adopted SFAS No. 123R using the modified prospective transition method under which the Company recognizes compensation cost on or after the required effective date of the Company’s adoption of SFAS No. 123R for the portion of outstanding awards for which the requisite service has not yet been rendered, based on the grant date fair value of those awards calculated under the original SFAS 123 for pro forma disclosures. Prior period financial statements have not been restated. In the first quarter of 2006, the Company recorded a pre-tax charge of $2.1 million associated with the fair-value of unvested stock options, of which $1.8 million was included in selling, general and administrative expenses and $0.3 million in cost of goods sold. The after-tax impact of the charge was $1.3 million. Basic and Diluted EPS were negatively impacted by $0.02 per share.

3. Inventories consist of the following:

(In thousands)	Mar. 31, 2006		Dec. 31, 2005
Raw materials and supplies	$	50,543	$	46,849
Work in process		10,558		9,895
Finished goods		119,595		99,405
	$	180,696	$	156,149

4. Property, Plant and Equipment consist of the following:

(In thousands)	Mar. 31, 2006		Dec. 31, 2005
Land	$	13,314	$	13,304
Buildings and improvements		140,365		139,572
Machinery and equipment		365,257		363,224
Office equipment and other assets		36,495		36,452
Software		23,615		24,504
Mineral rights		1,226		1,134
Construction in progress		22,353		13,007
		602,625		591,197
Less accumulated depreciation, depletion and amortization		274,233		264,294
Net Property, Plant and Equipment	$	328,392	$	326,903

Depreciation, depletion and amortization of property, plant and equipment amounted to $9.0 million and $8.5 million for the three months ended March 31, 2006 and April 1, 2005, respectively. Interest charges in the amount of $0.1 million and $0.1 million were capitalized in connection with construction projects for the three months ended March 31, 2006 and April 1, 2005, respectively.

6

CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

5. Earnings Per Share

Basic EPS is calculated based on income available to common shareholders and the weighted-average number of shares outstanding during the reported period. Diluted EPS includes additional dilution from potential common stock issuable pursuant to the exercise of stock options outstanding and the dilutive effect of convertible debentures. The weighted average number of common shares outstanding used to calculate Basic EPS is reconciled to those shares used in calculating Diluted EPS as follows:

	Three Months Ended
(In thousands)	Mar. 31, 2006	Apr. 1, 2005
Basic	64,478	63,321
Dilutive effect of stock options	845	2,455
Dilutive effect of convertible debentures	3,226	3,226
Diluted	68,549	69,002
Anti-dilutive stock options outstanding	625	20

6. Stock-Based Compensation

The Company has options outstanding under three equity compensation plans. Under the 1983 Stock Option Plan and the 1994 Incentive Stock Option Plan, the Company may grant options to key management employees. Under the Stock Option Plan for Directors the Company grants options to non-employee directors. Options outstanding under the plans are issued at market value, vest on the third anniversary of the date of grant and must be exercised within ten years of the date of grant. A total of 10.5 million shares of the Company’s common stock is authorized for issuance for the exercise of stock options. Issuances of Common Stock to satisfy employee option exercises will be made from treasury stock.

Prior to January 1, 2006, the Company accounted for employee stock-based compensation in accordance with APB 25, “Accounting for Stock Issued to Employees”. The Company’s pro forma net income and pro forma net income per share for the first quarter of 2005 determined as if the Company had adopted the fair value method of SFAS No. 123R, is presented below for comparison to the 2006 results:

(In thousands, except for per share data)	Three Months Ended Apr. 1, 2005
Net Income
As reported	$	37,701
Add: Stock-based employee compensation expense included in reported net income, net of related tax effects		172
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects		(1,270	)
Pro forma	$	36,603
Net Income per Share: basic
As reported	$	0.60
Pro forma	$	0.58
Net Income per Share: diluted
As reported	$	0.56
Pro forma	$	0.54

7

CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

A summary of option activity during the first quarter of 2006 is as follows:

	Options (000)		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term	Aggregate Intrinsic Value ($000)
Outstanding at January 1, 2006	4,742		$	21.37
Granted	25			34.34
Exercised	(213	)		10.81
Cancelled	(27	)		27.99
Outstanding at March 31, 2006	4,527		$	21.92	5.98	$	69,060
Exercisable at March 31, 2006	2,287		$	15.11	4.03	$	50,467

During the first quarter of 2006 and 2005, the Company issued approximately 25 thousand and 21 thousand stock options at an average fair value of $14.27 and $16.24 per share, respectively, based upon the Black Scholes option pricing model. Key assumptions used for 2006 and 2005, respectively, were: expected life 8.6 years and 9.9 years, expected volatility 29.4% and 31.2%, risk-free interest rate 4.7% and 4.6%, dividend yield 0.7% and 0.7%. The Company determined its expected volatility and dividend yield based on the historical changes in stock price and dividend payments. The risk free interest rate is based on the yield of an applicable term Treasury instrument. The total intrinsic value of options exercised during the first quarters of 2006 and 2005 was $5.2 million and $6.2 million, respectively. As of March 31, 2006, there was an approximate fair value of $11.0 million related to unamortized compensation expense, which is expected to be recognized over a weighted-average period of approximately one year. The Company’s 2006 Net Cash Provided by Operating Activities reflects the add back to net income of $2.1 million of non cash compensation expense. Net Cash Used in Financing Activities in 2006 includes $1.9 million of tax benefits on stock options exercised. In 2005, this benefit, amounting to $2.2 million, is included in Net Cash Provided by Operating Activities. During the first quarter of 2006, there were no modifications made to any options outstanding.

During 2005, the Company instituted a program under which officers who elect to receive up to 50% of their annual incentive compensation in shares of the Company’s common stock or stock equivalents, or otherwise increase their share ownership during a specified period of time, will be awarded restricted shares having a fair market value of 20% of the amount of stock and stock equivalents that an officer elects to receive or otherwise acquires. The restricted shares vest on the third anniversary of the date of grant. During the three year vesting period, officers holding these shares will have voting rights and receive dividends either in cash or through reinvestment in additional shares. During the first quarter of 2006, approximately 6 thousand restricted shares were issued. The $197 thousand value of these restricted shares will be expensed over the three year vesting period.

7. Segment Information

The Company maintains three reportable segments. These segments are based on differences in the nature of products and organizational and ownership structures. Specifically, the Company has identified the following segments: Consumer Domestic, Consumer International and Specialty Products Division (“SPD”).

Segment revenues are derived from the sale of the following products:

Segment	Products
Consumer Domestic	Household and personal care products
Consumer International	Primarily personal care products
SPD	Specialty chemical products

The Company has 50 percent ownership interests in Armand Products Company (“Armand”) and The ArmaKleen Company (“ArmaKleen”). Since the Company does not control these entities, they are accounted for under the equity method in the consolidated financial statements of the Company. The equity earnings of Armand and ArmaKleen are presented in the table below under Corporate.

Some of the subsidiaries that are included in the Consumer International segment manufacture and sell personal care products to the Consumer Domestic segment. These sales are eliminated from the Consumer International segment results.

8

CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Segment sales and income before taxes and minority interest for the first quarter period of 2006 and 2005 are as follows:

(in thousands)	Consumer Domestic		Consumer Internat’l		SPD		Corporate		Total
Net Sales
First Quarter 2006	$	314,035	$	72,803	$	55,553	$	—	$	442,391
First Quarter 2005		297,716		69,355		53,603		—		420,674
Income before Minority Interest and Income Taxes(1)
First Quarter 2006	$	53,320	$	7,231	$	4,042	$	1,660	$	66,253
First Quarter 2005		40,992		10,852		4,741		1,270		57,855

⁽¹⁾ In determining Income Before Minority Interest and Income Taxes, interest expense, investment earnings, and other income (expense) were allocated to the segments based upon each segment’s relative operating profit.

The following table discloses product line revenues from external customers for the three months ended March 31, 2006 and April 1, 2005.

	Three Months Ended
(In thousands)	Mar. 31, 2006		Apr. 1, 2005
Household Products	$	183,820	$	167,246
Personal Care Products		130,215		130,470
Total Consumer Domestic		314,035		297,716
Total Consumer International		72,803		69,355
Total SPD		55,553		53,603
Total Consolidated Net Sales	$	442,391	$	420,674

Household Products include deodorizing and cleaning products and laundry products. Personal Care Products include condoms, pregnancy kits, oral and skin care products.

8. Short-term Borrowings and Long-Term Debt

Short-term borrowings and long-term debt consist of the following:

(In thousands)	Mar. 31, 2006		Dec. 31, 2005
Short-term borrowings
Securitization of accounts receivable due in April 2006	$	99,300	$	92,500
Various debt due to Brazilian banks		10,588		10,078
Bank overdraft debt		5,011		2,935
Other international debt		—		50
Total short-term debt	$	114,899	$	105,563
Long-term debt
Term A loan	$	285,000	$	300,000
Amount due 2006             $  11,102
Amount due 2007             $  28,816
Amount due 2008             $  28,816
Amount due 2009             $  57,632
Amount due 2010             $158,634
Convertible debentures due on August 15, 2033		100,000		100,000
Senior subordinated notes (6%) due December 22, 2012		250,000		250,000
Various debt due to Brazilian banks ($777 in 2006, $130 in 2007)		907		980
Total long-term debt		635,907		650,980
Less: current maturities		19,083		15,719
Net long-term debt	$	616,824	$	635,261

9

CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The long-term debt principal payments required to be made are as follows:

(In thousands)
Due by March 31, 2007	$	19,083
Due by March 31, 2008		28,946
Due by March 31, 2009		36,020
Due by March 31, 2010		82,993
Due by March 31, 2011		118,865
Due April 1, 2011 and subsequent		350,000
	$	635,907

During the first quarter of 2006, the Company paid approximately $15.0 million of its Term A Loan, of which $11.5 million were voluntary payments.

In April 2006, the accounts receivable securitization facility was renewed with similar terms and a new maturity date of April 2007.

9. Goodwill and Other Intangible Assets

The following table provides information related to the carrying value of all intangible assets:

(In thousands)	March 31, 2006							December 31, 2005
	Gross Carrying Amount		Accum. Amort.			Net		Gross Carrying Amount		Accum. Amort.			Net
Amortized intangible assets:
Tradenames	$	81,068	$	(19,806	)	$	61,262	$	80,203	$	(17,684	)	$	62,519
Customer Relationship		63,556		(1,925	)		61,631		64,056		(1,129	)		62,927
Patents/Formulas		27,220		(6,281	)		20,939		27,220		(5,490	)		21,730
Non Compete Agreement		1,143		(496	)		647		1,143		(467	)		676
Total	$	172,987	$	(28,508	)	$	144,479	$	172,622	$	(24,770	)	$	147,852
Unamortized intangible assets-carrying value
Tradenames	$	392,849						$	394,118

In the first quarter of 2006, the Company recorded a $1.8 million impairment charge associated with a Consumer International skin care tradename. The impairment charge was a result of increased competitive activity. The amount recorded was the difference between the carrying value and the net present value of estimated cash flows, which represents the estimated fair value of the asset. The charge is included in selling, general and administrative expenses in the Consumer International segment.

Intangible amortization expense amounted to $2.9 million for the first three months of 2006 and $1.8 million for the same period of 2005. The Company’s estimated intangible amortization will be approximately $11.5 million in each of 2007-2009 and approximately $10.8 million in 2010 and 2011.

The changes in the carrying amount of goodwill for the three months ended March 31, 2006 are as follows:

(In thousands)	Consumer Domestic		Consumer International		Specialty		Total
Balance December 31, 2005	$	467,933	$	33,155	$	22,588	$	523,676
Additional goodwill associated with Unilever contingent payment		483		—		—		483
Additional goodwill associated with the SPINBRUSH acquisition(1)		816		—		—		816
Other		—		69		—		69
Balance March 31, 2006	$	469,232	$	33,224	$	22,588	$	525,044

⁽¹⁾ Reflects completion of purchase price valuation and additional fees.

10

CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

10. Comprehensive Income

The following table provides information relating to the Company’s comprehensive income for the three months ended March 31, 2006 and April 1, 2005:

	Three Months Ended
(In thousands)	Mar. 31, 2006		Apr. 1, 2005
Net Income	$	39,947	$	37,701
Other Comprehensive Income, net of tax:
Foreign exchange translation adjustments		1,785		1,725
Comprehensive Income	$	41,732	$	39,426

11. Pension and Postretirement Plans

The following table discloses the net periodic benefit cost for the Company’s pension and postretirement plans for the three months ended March 31, 2006 and April 1, 2005.

	Pension Costs Three Months Ended
(In thousands)	Mar. 31, 2006			Apr. 1, 2005
Components of Net Periodic Benefit Cost:
Service cost	$	564		$	597
Interest cost		1,634			1,606
Expected return on plan assets		(1,594	)		(1,516	)
Amortization of prior service cost		—			5
Recognized actuarial loss		23			51
Net periodic benefit cost	$	627		$	743
	Postretirement Costs Three Months Ended
(In thousands)	Mar. 31, 2006			Apr. 1, 2005
Components of Net Periodic Benefit Cost:
Service cost	$	128		$	126
Interest cost		300			289
Amortization of prior service cost		21			17
Recognized actuarial (gain) or loss		4			(1	)
Net periodic benefit cost	$	453		$	431

The Company made cash contributions of approximately $2.3 million to certain of its pension plans during the first three months of 2006 and expects to make additional contributions of $6.0 million during the remainder of the year.

12. Commitments, contingencies and guarantees

a. In December 1981, the Company formed a partnership with a supplier of raw materials which mines and processes sodium mineral deposits owned by each of the two partners in Wyoming. The Company purchases the majority of its sodium raw material requirements from the partnership. This agreement terminates upon two years’ written notice by either company. The Company has an annual commitment to purchase 240,000 tons, at the prevailing market price. There are no other material transactions with the partnership or the Company’s partner.

b. On October 26, 2005, a New Jersey state court jury rendered a $15.0 million verdict against the Company. The verdict followed a trial involving a claim against the Company by Andes Trading De Mexico S.A., alleging that the Company breached a purported agreement granting the plaintiff exclusive distribution rights in Mexico with respect to the Company’s consumer products. The Company disagrees with the verdict and believes that it is not supported by the evidence offered at the trial. Shortly after the verdict was rendered, the Company filed a motion for a new trial and for remittitur of the verdict. On December 9, 2005, the court granted the motion in part and denied it in part. The court reduced the damages to $9.8 million but did not grant the Company’s request for new trial. Subsequent to the court’s ruling, the Company filed a notice of appeal stating that the verdict against it should be vacated and a new trial ordered. The Company intends to pursue the appeal vigorously and has recorded a reserve of $9.8 million.

11

CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

c. The Company’s distribution of condoms under the TROJAN and other trademarks is regulated by the U.S. Food and Drug Administration (FDA). Certain of the Company’s condoms and similar condoms sold by its competitors contain the spermicide nonoxynol-9 (N-9). The World Health Organization and other interested groups have issued reports suggesting that N-9 should not be used rectally or for multiple daily acts of vaginal intercourse, given the ingredient’s potential to cause irritation to human membranes. The FDA has recently issued non-binding draft guidance concerning the labeling of condoms in general and those with N-9 in particular. The Company has filed a response recommending alternative labeling to the FDA. The Company believes that its present labeling for condoms with N-9 is compliant with the overall objectives of the draft guidance and that condoms with N-9 will remain a viable contraceptive choice for those couples who wish to use them. However, the Company cannot predict the nature of the labeling that ultimately will be required by the FDA. While awaiting further FDA guidance, the Company has implemented an interim label statement change cautioning against rectal use and more-than-once-a-day vaginal use of condoms with N-9, and has launched a public information campaign to communicate these messages to the affected communities. If the FDA or state governments eventually promulgate rules which prohibit or restrict the use of N-9 in condoms (such as new labeling requirements), the Company could incur further costs from obsolete products, packaging or raw materials, and sales of condoms could decline, which, in turn, could decrease the Company’s operating income.

d. As of March 31, 2006, the Company has commitments to acquire approximately $84.5 million of raw material, packaging supplies and services from its vendors at market prices. The packaging supplies are in either a converted or non-converted status. These commitments enable the Company to respond quickly to changes in customer orders/requirements.

e. The Company has $11.7 million of outstanding letters of credit with several banks which guarantee payment in the event of the Company’s insolvency for such things as finished goods inventory, insurance claims and a year’s worth of lease payments on a warehouse.

f. In connection with the acquisition of Unilever’s oral care brands in the United States and Canada, the Company is required to make additional performance-based payments of a minimum of $5.0 million and a maximum of $12.0 million over the eight year period following the October 2003 acquisition. The Company made a $0.5 million payment in the three months ended March 31, 2006 that was accounted for as additional purchase price. The Company has paid approximately $5.5 million since the acquisition.

g. The Company, in the ordinary course of its business, is the subject of, or a party to, various pending or threatened legal actions. The Company believes that any liability ultimately arising from these actions will not have a material adverse effect on its financial position.

13. Related Party Transactions

The Company divested the USA Detergents non-laundry business and other non-core assets to former USA Detergents executives in connection with its acquisition of USA Detergents in 2001. The Company has a $0.6 million ownership interest in USAD. The Company supplies USAD with certain laundry and cleaning products it produces to meet the needs of USAD’s markets at cost plus a mark-up. In addition, the Company leases manufacturing and office space to USAD under a separate agreement.

During the three month periods ended March 31, 2006 and April 1, 2005, the Company sold $4.4 and $5.4 million, respectively, of laundry and cleaning products to USAD. Furthermore, the Company billed USAD $0.1 million and USAD billed the Company $0.1 million for leased space.

For the three months ended March 31, 2006 and April 1, 2005, the Company invoiced Armand $0.4 and $0.4 million, respectively, for administration and management oversight services (which was included as a reduction of selling, general and administrative expenses). Intercompany sales of Armand products to the Company over the same periods were $2.4 and $2.1 million, respectively.

As of March 31, 2006 and April 1, 2005, the Company had outstanding receivables from Armand of $0.8 and $0.7 million, respectively. Also, the Company has outstanding accounts payable to Armand of $1.1 and $1.0 million as of March 31, 2006 and April 1, 2005, respectively.

For the three months ended March 31, 2006 and April 1, 2005, the Company invoiced ArmaKleen $0.7 and $0.6 million, respectively, for administration and management oversight services (which was included as a reduction of selling, general and administrative expenses). Intercompany sales of inventory to ArmaKleen over the same periods were were $1.4 and $1.4 million, respectively.

As of March 31, 2006 and April 1, 2005, the Company had outstanding receivables from ArmaKleen of $1.1 and $0.3 million, respectively.

12

CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

14. Supplemental Financial Information of Guarantor and Non-Guarantor Operations

The Company’s 6% senior subordinated notes are fully and unconditionally guaranteed by Church & Dwight Company, a Wyoming corporation (“C&D Wyoming”). The Company and guarantor financial information includes the Company and C&D Wyoming, whose total assets are approximately 1% of total Company and guarantor assets. The following information is being presented in response to Item 3-10 of Regulation S-X, promulgated by the Securities and Exchange Commission.

Supplemental information for condensed consolidated balance sheets at March 31, 2006 and December 31, 2005, condensed consolidated income statements and condensed consolidated statements of cash flows for the three month period ended March 31, 2006 and April 1, 2005 are summarized as follows (amounts in thousands):

Statements of Income

	For the Three Months Ended March 31, 2006
	Company And Guarantor		Non- Guarantor Subsidiaries		Eliminations (Total inter- company sales)			Total Consolidated
Net sales	$	397,965	$	86,029	$	(41,603	)	$	442,391
Gross profit		136,190		32,802		—			168,992
Income before taxes		57,868		8,385		—			66,253
Net Income		33,633		6,314		—			39,947
	For the Three Months Ended April 1, 2005
	Company And Guarantor		Non- Guarantor Subsidiaries		Eliminations (Total inter- company sales)			Total Consolidated
Net sales	$	346,596	$	82,806	$	(8,728	)	$	420,674
Gross profit		124,582		35,655		—			160,237
Income before taxes		43,386		14,478		—			57,864
Net Income		27,428		10,273		—			37,701

13

CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Consolidated Balance Sheet

	March 31, 2006
	Company And Guarantor		Non- Guarantor Subsidiaries		Eliminations			Total Consolidated
Total Current Assets	$	213,394	$	301,241	$	—		$	514,635
Other Assets		1,730,597		106,885		(370,797	)		1,466,685
Total Assets	$	1,943,991	$	408,126	$	(370,797	)	$	1,981,320
Liabilities and Stockholders’ Equity
Total Current Liabilities	$	220,509	$	233,516	$	(61,487	)	$	392,538
Other Liabilities		810,829		36,928		—			847,757
Total Stockholders’ Equity		912,653		137,682		(309,310	)		741,025
Total Liabilities and Stockholders’ Equity	$	1,943,991	$	408,126	$	(370,797	)	$	1,981,320
	December 31, 2005
	Company And Guarantor		Non- Guarantor Subsidiaries		Eliminations			Total Consolidated
Total Current Assets	$	198,221	$	296,217	$	—		$	494,438
Other Assets		1,720,483		117,162		(369,966	)		1,467,679
Total Assets	$	1,918,704	$	413,379	$	(369,966	)	$	1,962,117
Liabilities and Stockholders’ Equity
Total Current Liabilities	$	223,592	$	246,867	$	(60,749	)	$	409,710
Other Liabilities		817,072		38,457		—			855,529
Total Stockholders’ Equity		878,040		128,055		(309,217	)		696,878
Total Liabilities and Stockholders’ Equity	$	1,918,704	$	413,379	$	(369,966	)	$	1,962,117

14

CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Statements of Cash Flows

	For the Three Months Ended March 31, 2006
	Company and Guarantor			Non- Guarantor Subsidiaries			Total Consolidated
Net Cash Provided by (Used in) Operating Activities	$	21,942		$	(8,370	)	$	13,572
Net Cash Used in Investing Activities		(10,168	)		(789	)		(10,957	)
Net Cash (Used in) Provided by Financing Activities		(13,572	)		7,260			(6,312	)
Effect of exchange rate changes on cash and cash equivalents		—			60			60
Net Change In Cash & Cash Equivalents		(1,798	)		(1,839	)		(3,637	)
Cash and Cash Equivalents at Beginning of Year		65,920			60,758			126,678
Cash and Cash Equivalents at End of Period	$	64,122		$	58,919		$	123,041
	For the Three Months Ended April 1, 2005
	Company and Guarantor			Non- Guarantor Subsidiaries			Total Consolidated
Net Cash Provided by (Used in) Operating Activities	$	37,463		$	(6,302	)	$	31,161
Net Cash Used in Investing Activities		(3,836	)		(1,596	)		(5,432	)
Net Cash (Used in) Provided by Financing Activities		(76,164	)		6,762			(69,402	)
Effect of exchange rate changes on cash and cash equivalents		—			35			35
Net Change In Cash & Cash Equivalents		(42,537	)		(1,101	)		(43,638	)
Cash and Cash Equivalents at Beginning of Year		81,949			63,591			145,540
Cash and Cash Equivalents at End of Period	$	39,412		$	62,490		$	101,902

15

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS

Results of Operations

Consolidated Results

Net Sales

Net Sales for the quarter ended March 31, 2006 were $442.4 million, $21.7 million or 5.2% above last year. Included in the 2006 results are $12.3 million associated with the SPINBRUSH toothbrush business and the small skin care business acquired by the Company during the fourth quarter of 2005, reduced by unfavorable foreign exchange rates of $1.5 million. The quarterly results were also affected by price increases that became effective February 1, 2006. Due to the timing of previously planned promotional events, especially for laundry products, the full benefit of the price increases will not be realized until the second quarter of 2006.

Operating Costs

The Company’s gross margin in the current quarter of 38.2% is virtually unchanged as compared to last year’s 38.1%. Gross margin was favorably affected by the impact of the SPINBRUSH business and the above mentioned price increases. Offsetting these items is an unfavorable product mix, (more household products, fewer personal care products), and a substantial increase in commodity costs over the past year, particularly for oil-based raw and packaging materials used in the laundry and specialty products businesses, as well as some residual costs from Hurricane Katrina.

Marketing expenses in the first quarter of 2006 were $33.3 million, a decrease of $4.3 million as compared to last year as the Company is shifting spending into the second quarter to support several new product launches.

Selling, general and administrative expenses (“SG&A”) of $63.3 million in the first quarter of 2006 increased $7.9 million or 14.3% as compared to last year. The increase is primarily due to $1.8 million of stock option expense associated with the Company’s adoption of SFAS No. 123R on January 1, 2006, a $1.8 million tradename impairment charge related to a Consumer International skin care product, higher legal professional fee expenses of $2.1 million, an increase of $0.8 million of intangible asset amortization primarily related to the Company’s SPINBRUSH acquisition, and higher deferred compensation cost of $0.6 million due to an increase in the Company’s stock price during the quarter.

Other Income and Expenses

Interest expense increased $0.7 million as a result of higher interest rates partially offset by lower average debt outstanding. Investment earnings increased $0.6 million as a result of higher interest rates and higher cash available for investment.

Other income/expense in 2006 primarily includes the fair market value of common stock the Company received in connection with the demutualization of an insurance company in which the Company was the policyholder of a guaranteed annuity contract associated with a defined benefit plan and foreign exchange gains related to intercompany loans between the Company’s subsidiaries. In 2005, the Company reported foreign exchange losses associated with these loans.

Taxation

The effective tax rate for the quarter was 39.7% as compared to 34.8% for the same period of last year. This year’s tax rate was negatively impacted by approximately $1.8 million as a result of the expiration of the research and development tax credit on December 31, 2005.

Segment results

The Company maintains three reportable segments. These segments are based on differences in the nature of products and organizational and ownership structures. Specifically, the Company has identified the following segments: Consumer Domestic, Consumer International and Specialty Products Division (“SPD”). Segment revenues are derived from the sale of the following products:

Segment	Products
Consumer Domestic	Household and personal care products
Consumer International	Primarily personal care products
SPD	Specialty chemical products

Some of the subsidiaries that are included in the Consumer International segment manufacture and sell personal care products to the Consumer Domestic segment. These sales are eliminated from the Consumer International segment results.

16

Segment sales and income before taxes and minority interest for the first quarter of 2006 and 2005 are as follows:

(in thousands)	Consumer Domestic		Consumer Internat’l		SPD		Corporate		Total
Net Sales
First Quarter 2006	$	314,035	$	72,803	$	55,553	$	—	$	442,391
First Quarter 2005		297,716		69,355		53,603		—		420,674
Income before Minority Interest and Income Taxes(1)
First Quarter 2006	$	53,320	$	7,231	$	4,042	$	1,660	$	66,253
First Quarter 2005		40,992		10,852		4,741		1,270		57,855

⁽¹⁾ In determining Income before Minority Interest and Income Taxes, interest expense, investment earnings, and other income (expense) were allocated to the segments based upon each segment’s relative operating profit.

Consumer Domestic

Consumer Domestic net sales increased $16.3 million or 5.5% to $314.0 million in the first quarter of 2006, as compared to the first quarter of 2005. Included in the 2006 results is $7.7 million associated with the SPINBRUSH toothbrush business. The Company assumed responsibility for all SPINBRUSH sales and other functions in the U.S., Canada and the U.K. by April 1, 2006, and will recognize the gross amount of sales and expenses from the SPINBRUSH business within the consolidated statement of earnings for the U.S. and most foreign locations during the second quarter. Also contributing to the higher sales were sales volume and effective price increases associated with liquid laundry detergent, higher pregnancy kits and condom sales and sales of ELEXA. Partially offsetting these higher sales were lower toothpaste and antiperspirant product sales. As previously announced, the Company implemented price increases ranging from 4% to over 10% for products representing about 35% of its U.S. consumer products portfolio, effective February 1, 2006. These products include ARM & HAMMER and XTRA liquid laundry detergents, ARM & HAMMER SUPER SCOOP cat litter and ARM & HAMMER baking soda. As price increases came into effect, the Company honored previously-agreed trade promotion commitments through quarter-end, especially for laundry products. Consequently, the full benefit of the higher prices will not be realized until the second quarter. The Company may experience an impact on product demand as consumers adjust to the higher prices. However, in the long run, these price increases are expected to improve the Company’s margins and help achieve its financial goals.

Consumer Domestic Income before Minority Interest and Income Taxes for the first quarter increased $12.3 million to $53.3 million. This increase is due to the contribution from the SPINBRUSH business, the effect of price increases for liquid laundry detergents, and lower marketing costs relating to certain oral care products. The higher profitability was partially offset by higher oil based manufacturing and freight costs and higher SG&A expenses (primarily stock option expense, higher legal professional fees and costs associated with the SPINBRUSH business).

Consumer International

Consumer International net sales increased $3.4 million or 5.0% to $72.8 million in the first quarter of 2006 as compared to the first quarter of 2005. The 2006 net sales include $4.6 million of net cash received from the SPINBRUSH toothbrush business and the skin care product acquired late in 2005 as well as strong laundry product sales in Canada and increased French exports, offset by unfavorable foreign exchange rates of $1.0 million and by lower sales of certain skin care and oral care brands in England and skin care brands in France.

Consumer International Income before Minority Interest and Income Taxes decreased $3.6 million to $7.2 million in the current quarter as compared to the first quarter of 2005. The decrease is a result of higher manufacturing and distribution costs, an unfavorable sales mix (more lower margin household products) and the $1.8 million tradename impairment charge. Partially offsetting this decline was contribution from the SPINBRUSH business and the skin care product acquired in late 2005.

Specialty Products (SPD)

Specialty Products net sales increased $2.0 million or 3.6% to $55.6 million in the first quarter of 2006 as compared to the first quarter of 2005. The increase is primarily due to $1.8 million of higher sales in Brazil, as well as increased sales of other specialty chemicals, partially offset by lower animal nutrition product sales and unfavorable foreign exchange rates of $0.5 million.

Specialty Products Income before Minority Interest and Income Taxes decreased $0.7 million to $4.0 million in the current quarter as compared to the first quarter of 2005 principally due to higher manufacturing costs for certain animal nutrition products and increased SG&A expenses.

17

Liquidity and Capital Resources

Net Debt

The Company had outstanding total debt of $750.8 million and cash of $123.0 million (of which approximately $54.8 million resides in foreign subsidiaries) at March 31, 2006. Total debt less cash (“net debt”) was $627.8 million at March 31, 2006. This compares to total debt of $756.5 million and cash of $126.7 million, resulting in net debt of $629.8 million at December 31, 2005. The reduction of net debt since the beginning of the fiscal year is primarily due to voluntary and mandatory bank debt payments of $15.0 million, partially offset by an increase of $6.8 million associated with the accounts receivable purchase agreement. In April 2006, the accounts receivable securitization facility was renewed with similar terms and a new maturity date of April 2007.

	Quarter Ended
Cash Flow Analysis (In thousands)	Mar. 31, 2006			Apr. 1, 2005
Net Cash Provided by Operating Activities	$	13,572		$	31,161
Net Cash Used in Investing Activities		(10,957	)		(5,432	)
Net Cash Used in Financing Activities		(6,312	)		(69,402	)

Net Cash Provided by Operations – The Company’s net cash provided by operations in the first quarter of 2006 decreased $17.6 million to $13.6 million as compared to the same period in 2005. The decrease was primarily due to an increase in working capital (exclusive of cash and cash equivalents). The impact of the increase in working capital was partially offset by higher income before non-cash charges for depreciation, amortization, stock-based compensation and impairment charges. Operating cash flows are expected to be sufficient to meet the anticipated cash requirements for the remainder of the year.

For the quarter ended March 31, 2006, the components of working capital that significantly impacted operating cash flow are as follows:

Inventories increased by $23.8 million primarily due to the purchase of SPINBRUSH inventory, which commenced toward the end of the first quarter in anticipation of the end of the provision of transition services by P&G, the purchase of inventory for ELEXA, and the need to maintain higher inventory levels to support increased sales.

Accounts payable and other accrued expenses decreased $28.5 million primarily due to payments associated with incentive compensation and profit sharing plans and the timing of payments related to increased payables at December 31, 2005.

Net cash used in Investing Activities – Net cash used in investing activities during the first quarter of 2006 was $11.0 million reflecting $10.6 million of additions for property, plant and equipment, partially offset by proceeds from a note receivable.

Net cash used in Financing Activities – Net cash used in financing activities during the first quarter of 2006 was $6.3 million. This represents voluntary Term A Loan payments of $15.0 million, net of an increase of $6.8 million in short-term borrowings related to our accounts receivable securitization, the payment of cash dividends of $3.9 million and tax benefits from stock option exercises of $1.9 million.

Adjusted EBITDA is a required component of the financial covenants contained in the Company’s primary credit facility and management believes that the presentation of Adjusted EBITDA is useful to investors as a financial indicator of the Company’s ability to service its indebtedness. Adjusted EBITDA may not be comparable to similarly titled measures used by other entities and should not be considered as an alternative to cash flows from operating activities, which is determined in accordance with accounting principles generally accepted in the United States. Financial covenants include a total debt to Adjusted EBITDA leverage ratio and an interest coverage ratio, which if not met, could result in an event of default and trigger the early termination of the credit facility, if not remedied within a certain period of time. Adjusted EBITDA was $89.4 million for the first three months of 2006. The leverage ratio (total debt to Adjusted EBITDA) for the 12 months ended March 31, 2006 was 2.50 which is below the maximum of 4.25 permitted under the agreement, and the interest coverage ratio (Adjusted EBITDA to total interest expense) for the twelve months ended March 31, 2006 was 6.66 which is above the minimum of 3.0 permitted under the agreement. This credit facility is secured by the assets of the Company and one of its domestic subsidiaries. The reconciliation of Net Cash Provided by Operating Activities (the most directly comparable GAAP financial measure) to Adjusted EBITDA for the three months ended March 31, 2006 is as follows (in millions):

Net Cash Provided by Operating Activities	$	13.6
Interest Expense		11.3
Current Portion Income Tax Provision		22.8
Change in Working Capital and Other Liabilities		44.9
Investment Income		(1.3	)
Other		(1.9	)
Adjusted EBITDA (per loan agreement)	$	89.4

18

Recently Adopted Accounting Pronouncement

On January 1, 2006, the Company adopted the provisions of SFAS No. 123R which requires the determination of the fair value of share-based compensation at the grant date and the recognition of the related expense over the period in which the share-based compensation vests. The Company adopted SFAS No. 123R using the modified prospective transition method under which the Company recognizes compensation cost on or after the effective date of the Company’s adoption of SFAS 123R for the portion of outstanding awards for which the requisite service has not yet been rendered, based on the grant date fair value of those awards calculated under the original SFAS 123 for pro forma disclosures. Prior period financial statements have not been restated. In the first quarter of 2006, the Company recorded a pre-tax charge of $2.1 million associated with the fair-value of unvested stock options, of which $1.8 million was included in selling, general and administrative expenses and $0.3 million in cost of goods sold. The after-tax impact of the charge was $1.3 million. Basic and Diluted EPS were negatively impacted by $0.02 per share.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

The Company is facing higher costs for several categories of raw and packaging materials, particularly those based on energy prices. In response, the Company has intensified its margin enhancement strategies, and is in the process of implementing a range of formulation, packaging, logistics and other cost reduction programs.

ITEM 4. CONTROLS AND PROCEDURES

a. Evaluation of Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report are functioning effectively to provide reasonable assurance that the information required to be disclosed by the Company in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure.

b. Change in Internal Control over Financial Reporting

No change in the Company’s internal control over financial reporting occurred during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Cautionary Note on Forward-Looking Statements

This report contains forward-looking statements relating, among others, to short- and long-term financial objectives, sales and earnings growth, margin improvement, marketing spending, pricing changes in certain of its products and the timing of benefits from such pricing changes, new product introductions, the effect of the SpinBrush acquisition and the timing of the operational transition of the SpinBrush business to Church & Dwight, market demand as consumers adjust to higher prices, achievement of financial goals, earnings per share, and the adoption of Statement of Financial Accounting Standards No. 123 (revised) and the anticipated effect of such adoption on earnings per share. These statements represent the intentions, plans, expectations and beliefs of Church & Dwight, and are subject to risks, uncertainties and other factors, many of which are outside the Company’s control and could cause actual results to differ materially from such forward-looking statements. The uncertainties include assumptions as to market growth and consumer demand (including the effect of political and economic events and price increases on consumer demand), raw material and energy prices, the financial condition of major customers, unanticipated delays in the transition of the SpinBrush business, and effect on marketing spending of product introduction timelines. With regard to the new product introductions referred to in this report, there is particular uncertainty relating to trade, competitive and consumer reactions. Other factors, which could materially affect the results, include the outcome of contingencies, including litigation, pending regulatory proceedings, environmental remediation and the divestiture of assets. For a description of additional factors that could cause actual results to differ materially from the forward looking statements, see Church & Dwight’s 2005 annual report filed with the SEC, including the information in Church & Dwight’s annual report on Form 10-K in Item 1A, “Risk Factors.”

The Company undertakes no obligation to publicly update any forward-looking statements. You are advised, however, to consult any further disclosures the Company makes on related subjects in our filings with the U.S. Securities and Exchange Commission.

19

PART II - OTHER INFORMATION

ITEM 1A. RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2005, which could materially affect our business, financial condition or future results.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Company’s Annual Meeting of Stockholders was held May 4, 2006. The following nominees were elected to serve on the Company’s Board of Directors for a term of three years:

Nominees	For	Withheld
T. Rosie Albright	60,003,234	961,810
Robert A. McCabe	60,160,978	804,067
Lionel L. Nowell, III	60,418,564	546,481

The Company’s other directors whose term of office continued after the meeting are: J. Richard Leaman, Jr., Dwight C. Minton, John O. Whitney, James R. Craigie, Robert A. Davies, III, Rosina B. Dixon and Robert D. LeBlanc.

The voting results on the other matter submitted to a stockholder vote at the Annual Meeting was as follows:

Ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for 2006:

For	Against	Abstain	Broker Non-Votes
59,388,319	1,229,289	347,437	0

ITEM 6. EXHIBITS

(3.1) Restated Certificate of Incorporation of the Company, as amended through May 9, 2005 – incorporated by reference to Exhibit 3.2 to the Company’s quarterly report on Form 10-Q for the quarter ended April 1, 2005.

(3.2) By-laws of the Company as amended – incorporated by reference to Exhibit 3.1 to the Company’s current report on Form 8-K dated September 19, 2003.

(10.1) Change in Control and Severance Agreement, dated March 31, 2006, by and between the Company and James R. Craigie.

(10.2) Change in Control and Severance Agreement, dated March 31, 2006, by and between the Company and Joseph A. Sipia, Jr.

(10.3) Substantially identical form of Change in Control and Severance Agreements, dated March 31, 2006, by and between the Company and each of Jacquelin J. Brova, Mark G. Conish, Steven P. Cugine, Zvi Eiref, Bruce F. Fleming, Susan E. Goldy, Adrian J. Huns, Paul A. Siracusa and Louis H. Tursi. In accordance with Instruction 2 to Item 601 of Regulation S-K, these agreements need not be filed with this report.

(11) Computation of earnings per share.

(31.1) Certification of the Chief Executive Officer of the Company pursuant to Rule 13a-14(a) under the Securities Exchange Act.

(31.2) Certification of the Chief Financial Officer of the Company pursuant to Rule 13a-14(a) under the Securities Exchange Act.

(32.1) Certification of the Chief Executive Officer of the Company pursuant to Rule 13a-14(b) under the Exchange Act and 18 U.S.C. Section 1350.

(32.2) Certification of the Chief Financial Officer of the Company pursuant to Rule 13a-14(b) under the Exchange Act and 18 U.S.C. Section 1350.

20

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	CHURCH & DWIGHT CO., INC.
	(REGISTRANT)
DATE: May 9, 2006	/s/ Zvi Eiref
	ZVI EIREF
	VICE PRESIDENT FINANCE AND
	CHIEF FINANCIAL OFFICER
DATE: May 9, 2006	/s/ Gary P. Halker
	GARY P. HALKER
	VICE PRESIDENT FINANCE AND
	TREASURER
	(PRINCIPAL ACCOUNTING OFFICER)

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EXHIBIT INDEX

(3.1)	Restated Certificate of Incorporation of the Company, as amended through May 9, 2005 – incorporated by
	reference to Exhibit 3.2 to the Company’s quarterly report on Form 10-Q for the quarter ended April 1, 2005.
(3.2)	By-laws of the Company as amended – incorporated by reference to Exhibit 3.1 to the Company’s current report on Form 8-K dated September 19, 2003.
(10.1)	Change in Control and Severance Agreement, dated March 31, 2006, by and between the Company and James R. Craigie.
(10.2)	Change in Control and Severance Agreement, dated March 31, 2006, by and between the Company and Joseph A. Sipia, Jr.
(10.3)	Substantially identical form of Change in Control and Severance Agreements, dated March 31, 2006, by and between the Company and each of Jacquelin J. Brova, Mark G. Conish, Steven P. Cugine, Zvi Eiref, Bruce F. Fleming, Susan E. Goldy, Adrian J. Huns, Paul A. Siracusa and Louis H. Tursi. In accordance with Instruction 2 to Item 601 of Regulation S-K, these agreements need not be filed with this report.
(11)	Computation of earnings per share.
(31.1)	Certification of the Chief Executive Officer of the Company pursuant to Rule 13a-14(a) under the Securities Exchange Act.
(31.2)	Certification of the Chief Financial Officer of the Company pursuant to Rule 13a-14(a) under the Securities Exchange Act.
(32.1)	Certification of the Chief Executive Officer of the Company pursuant to Rule 13a-14(b) under the Exchange Act and 18 U.S.C. Section 1350.
(32.2)	Certification of the Chief Financial Officer of the Company pursuant to Rule 13a-14(b) under the Exchange Act and 18 U.S.C. Section 1350.

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EX-10.1

Exhibit 10.1

CHANGE IN CONTROL AND SEVERANCE AGREEMENT

THIS CHANGE IN CONTROL AND SEVERANCE AGREEMENT, dated as of March 31, 2006 (this “Agreement”), is made by and between Church & Dwight Co., Inc, a Delaware corporation (the “Company”), and James R. Craigie (the “Executive”).

WHEREAS, the Company considers it essential to the best interests of its stockholders to foster the continued employment of key executive management personnel; and

WHEREAS, the Board of Directors of the Company (the “Board”) recognizes that the possibility of a Change in Control (as defined in Section 1.3 below) of the Company exists from time to time and that such possibility, and the uncertainty, instability and questions that it may raise for and among key executive management personnel, may result in the premature departure or significant distraction of such management personnel to the material detriment of the Company and its shareholders; and

WHEREAS, the Board has determined that protection of the Executive’s earned benefits, compensation and severance payments are the most efficient means to eliminate any such conflict in regards to the Executive; and

NOW THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Company and the Executive intending to be legally bound do hereby agree as follows:

1. Definitions. For purposes of this Agreement, the following terms shall have the meanings set forth below:

1.1. “Affiliate” shall mean, other than the Company, (i) any corporation in an unbroken chain of corporations beginning with the Company, which owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain; (ii) any corporation, trade or business (including, without limitation, a partnership or limited liability company) which is controlled fifty percent (50%) or more (whether by ownership of stock, assets or an equivalent ownership interest or voting interest) by the Company or one of its Affiliates; or (iii) any other entity, approved by the Board as an Affiliate, in which the Company or any of its Affiliates has a material equity interest.

1.2. “Annual Base Salary” shall mean the Executive’s rate of regular base annual compensation prior to any reduction under (i) a salary reduction agreement pursuant to Section 401(k) or Section 125 of the Code or (ii) any other plan or arrangement deferring any base salary, and shall not include (without limitation) cost of living allowances, fees, retainers, reimbursements, bonuses, incentive awards, prizes or similar payments.

1.3. “Cause” shall mean Executive’s dishonesty, fraud, insubordination, willful misconduct or refusal to attempt to perform services (for any reason other than illness or incapacity), as determined by the Board in its sole discretion.

1.4. “Change in Control” shall be deemed to have occurred if:

1.4.1. any Person becomes the beneficial owner (as defined in Rule 13(d)-3 under the Exchange Act) of shares of Common Stock representing more than fifty percent (50%) of the total number of votes that may be cast for the election of directors of the Company;

1.4.2. the stockholders of the Company shall consummate any merger or other business combination of the Company, sale of all or substantially all of the Company’s assets or combination of the foregoing transactions (a “Transaction”), other than a Transaction involving only the Company and one or more of its Subsidiaries, or a Transaction immediately following which the stockholders of the Company immediately prior to the Transaction continue to have a majority of the voting power in the resulting entity; or

1.4.3. within any twenty-four (24) month period beginning on or after the date hereof, the persons who were directors of the Company immediately before the beginning of such period (the “Incumbent Directors”) shall cease (for any reason other than death) to constitute at least a majority of the Board (or the board of directors of any successor to the Company); provided that, any director who was not a director as of the date hereof shall be deemed to be an Incumbent Director if such director was elected to the Board by, or on the recommendation of or with the approval of, at least two-thirds of the directors who then qualified as Incumbent Directors either actually or by prior operation of the foregoing unless such election, recommendation or approval was the result of an actual or threatened election contest of the type contemplated by Rule 14a-11 promulgated under the Exchange Act or any successor provision.

1.5. “Code” shall mean Internal Revenue Code of 1986, as amended.

1.6. “Common Stock” shall mean the common stock of the Company, par value $1.00.

1.7. “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

1.8. “Good Reason” shall mean and shall be deemed to exist if, without the prior express written consent of the Executive, (i) the Executive suffers a demotion in his title or position as it existed on the date of this Agreement; (ii) the Executive suffers a material reduction in his duties, responsibilities or effective authority associated with his titles and positions; (iii) the Executive’s target annual cash compensation (Annual Base Salary plus target bonus percentage) or aggregate benefits are decreased by the Company; (iv) the Company fails to obtain assumption of this Agreement by an acquiror; or (v) the Executive’s primary office location is moved to a location more than 50 miles from its location as of the date hereof. For purposes of this Agreement, any action or inaction shall constitute Good Reason only for the 90 day period from the date on which such action or inaction first occurred. The Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder.

1.9. “Person” shall have the meaning ascribed thereto in Section 3(a)(9) of the Exchange Act, as modified, applied and used in Sections 13(d) and 14(d) thereof; provided, however, a Person shall not include (i) the Company or any Subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its

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subsidiaries (in its capacity as such), (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same character and proportions as their ownership of stock of the Company.

1.10. “Subsidiary” shall mean any subsidiary corporation of the Company within the meaning of Section 424(f) of the Code

2. Severance Payments.

2.1. Change in Control Severance. Upon the termination of the Executive’s employment by the Company without Cause or by the Executive for Good Reason during the two-year period following a Change in Control (a “CIC Termination”), and upon execution of a general release in favor of the Company and substantially in the form attached hereto as Exhibit A (the “Release”) and expiration of any revocation period applicable to the release, the Executive shall be entitled to the payments and benefits set forth in this Section 2.1 and in Section 2.3. In addition, a CIC Termination shall result if the Executive’s employment is terminated prior to a Change in Control and (a) the Executive reasonably demonstrates that the Executive’s employment was terminated without Cause prior to a Change in Control (1) at the request of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control (or who has taken other steps reasonably calculated to effect a Change in Control) or (2) otherwise in connection with or in anticipation of a Change in Control, or (b) the Executive terminates his employment for Good Reason prior to a Change in Control and the Executive reasonably demonstrates that the circumstance(s) or event(s) which constitute such Good Reason occurred (1) at the request of such Person or (2) otherwise in connection with or in anticipation of a Change in Control.

2.1.1. A payment equal to three times the sum of (a) the Executive’s Annual Base Salary and (b) the Executive’s target bonus amount for the year in which any such termination occurs. The payment shall be made in a single lump sum on the date that is six months following the Executive’s CIC Termination.

2.1.2. A lump sum payment equal to the Executive’s target bonus payment under the Company’s management incentive plan times a fraction, the numerator of which is the number of days that have elapsed in the year of the Executive’s CIC Termination and the denominator of which is 365. Such payment shall be made on the date which is six months after the Executive’s CIC Termination.

2.2. Non-Change in Control Severance. Upon the termination of the Executive’s employment by the Company without Cause or by the Executive for Good Reason at any time other than those prescribed in Section 2.1 (a “Non-CIC Termination”), and upon execution of a Release and expiration of any revocation period applicable to the Release, the Executive shall be entitled to the payments and benefits set forth in this Section 2.2 and in Section 2.3.

2.2.1. An amount equal to two times the Executive’s Annual Base Salary. This amount shall be paid 50% on the date that is six months following the Executive’s Non-CIC Termination, and the remaining 50% shall be paid in six substantially equal monthly installments.

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2.2.2. A lump sum payment equal to the Executive’s target bonus payment under the Company’s Management Incentive Plan times a fraction, the numerator of which is the number of days that have elapsed in the year of the Executive’s Non-CIC Termination and the denominator of which is 365. Such payment shall be made on the date which is six months after the Executive’s Non-CIC Termination.

2.3. Additional Severance. In addition to the payments provided for in Section 2.1 and 2.2, upon a CIC Termination or Non-CIC Termination, the following additional provisions shall apply:

2.3.1. Group Medical Coverage. For a thirty-six (36) month period after the Executive’s CIC Termination or a twenty-four (24) month period after the Executive’s Non-CIC Termination, as applicable, Executive may elect to continue, under the terms prevailing from time to time, group medical and dental coverage for himself and his covered dependents. If Executive elects such coverage, Executive’s share of any group medical and dental premiums will be at the then-prevailing active employee rate. Failure to pay the premium will result in loss of the coverage. Executive agrees and understands that his rights under Code Section 4980B which sets forth certain COBRA continuation coverage requirements will run concurrently with the period of coverage under this Section 2.3.1. Following the period of coverage under this Section 2.3.1, Executive may continue medical and dental coverage for any remaining COBRA period only by electing COBRA coverage and paying the applicable premiums under COBRA. Medical benefits otherwise receivable by the Executive pursuant to this Section 2.3.1 shall be reduced to the extent the Executive obtains comparable coverage under another employer’s plan during the 36-month or 24-month period, as applicable following the Executive’s termination. The Executive agrees to immediately report such other coverages to the Company.

2.3.2. Group Life Insurance Coverage. For a thirty-six twelve (36) month period after the Executive’s CIC Termination or a twenty-four (24) month period after the Executive’s Non-CIC Termination, as applicable, the Company shall continue Executive’s basic life insurance coverage. Executive will be entitled to the life insurance conversion rights required by applicable law.

2.3.3. Outplacement. The Executive shall be entitled to the outplacement assistance set forth in the Company’s executive-level corporate outplacement program.

2.3.4. Vacation. Executive will receive payment for any granted and unused vacation upon termination in accordance with the Company’s policy and applicable law.

2.3.5. Other Benefits. Any supplemental, spouse or child life insurance, accidental death and dismemberment and disability insurance will terminate on the Executive’s date of termination in accordance with the terms of the applicable welfare benefit plan. Qualified retirement plan and savings plan benefits will be subject to the terms of the applicable plan.

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2.3.6. Equity Compensation; Nonqualified Deferred Compensation. All awards of equity compensation and any non-qualified deferred compensation earned by the Executive shall be subject to the provisions of the applicable equity compensation plan, equity award agreement and/or the applicable non-qualified deferred compensation plan.

3. Special Tax Reimbursement.

3.1. If the Executive is liable for the payment of any excise tax (the “Basic Excise Tax”) pursuant to Section 4999 of the Code, or any successor or like provision, with respect to any payment or property transfers received or to be received under this Agreement or otherwise, including, without limitation the acceleration of vesting of any equity compensation awarded to the Executive, the Company shall pay the Executive an amount (the “Special Tax Reimbursement”) which, after payment to the Executive (or on the Executive’s behalf) of any federal, state and local income and employment taxes, including, without limitation, any further excise tax under Section 4999 of the Code, with respect to or resulting from the Special Tax Reimbursement, equals the net amount of the Basic Excise Tax. The Special Tax Reimbursement shall be paid as soon as practicable after the amount is determined and reviewed for accuracy by the Company’s certified public accountants.

4. Restrictive Covenants.

4.1. Non-Competition. During the Executive’s employment and if the Executive’s employment with the Company terminates, for a period of three years following a CIC Termination and for a period of two years following a Voluntary Termination (as defined below), the Executive shall not, directly or indirectly, within or with respect to the United States of America engage, in any business or activity or render any services or provide any advice to any Competing Entity (as defined below), without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed), whether as an employee, consultant, partner, principal, agent, representative, stockholder, director or in any other capacity, if on the effective date of termination of the Executive’s employment with the Company, such Competing Entity develops, manufactures, sells or distributes any product or products that (a) compete with any product or products sold by the Company or any Affiliate thereof (or to the Executive’s knowledge are planned for sale or distribution by the Company or its Affiliates within six (6) months following the effective date of Executive’s termination of employment with the Company) for which the Executive had primary responsibility for any aspect of such product(s) or where the Executive would perform substantially similar employment functions to those performed at the Company, and (b) represent, individually or in the aggregate, twenty (20%) percent or more of such Competing Entity’s annual gross revenues; provided, however, that the Executive’s ownership of not more than 2% of the stock of any publicly-traded corporation shall not be a violation of this Section 4.1. As used herein, “Competing Entity” means any business, person or entity, and any Affiliates thereof, which develops, manufactures, sells and/or distributes products that are competitive with any products developed, manufactured, sold and/or distributed by the Company and any of its Affiliates, and “Voluntary Termination” means the Executive’s termination of his employment with the Company for any reason other than for Good Reason, death or disability (as defined under the Company’s Long Term Disability or other applicable plan, program or policy). The Executive acknowledges and agrees that his skills are such that he can be gainfully employed in noncompetitive employment and that

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the agreement not to compete will in no way prevent him from earning a living. The Executive understands and agrees that the rights and obligations set forth in this Section 4.1 shall survive the termination of this Agreement.

4.2. Non-Solicitation. If the Executive’s employment with the Company terminates due to a CIC Termination, a Non-CIC Termination, or a Voluntary Termination, for a period of three years following a CIC Termination and two years following a Non-CIC Termination or Voluntary Termination, the Executive shall not (except on the Company’s behalf), directly or indirectly, on his own behalf or on behalf of any other person, firm, partnership, corporation or other entity, (A) solicit or service the business of any of the Company’s clients, any of the Company’s former clients which were clients within twelve months prior to the termination of his employment or any of the prospective clients which were being actively solicited by the Company at the time of the termination of his employment or (B) attempt to cause or induce any employee of the Company to leave the Company.

4.3. Non-Disparagement. Executive agrees to refrain from making any statements or comments of a defamatory or disparaging nature to any third party regarding the Company or any of its officers, directors, employees, agents, representatives, affiliates, products or services.

4.4. Company Property; Confidentiality. Upon the Executive’s termination of employment for any reason, the Executive shall return to the Company all documents, manuals, computers, computer programs, diskettes, customer lists, notebooks, reports and other written or graphic materials, including all copies thereof, relating in any way to the Company’s business and prepared by the Executive or obtained by the Executive from the Company, its Affiliates, customers or its suppliers during the course of the Executive’s employment with the Company. Executive agrees to comply with the Company’s confidentiality and non-disclosure policies and agreements with the Company.

4.5. Acknowledgements. The Executive acknowledges and agrees that the restrictions set forth in this Section 4: (a) are critical and necessary to protect the Company’s legitimate business interests (including, without limitation, the protection of its confidential or proprietary information, its good will, and its relationship with its customers, clients, employees, and consultants); (b) are reasonably drawn to this end with respect to duration, scope and otherwise; (c) are not unduly burdensome or injurious to the public interest; and (d) are supported by adequate consideration.

4.6. Injunctive Relief. The Executive acknowledges and agrees that the Company will have no adequate remedy at law, and would be irreparably harmed, if the Executive breaches or threatens to breach any of the provisions of Section 4.1, 4.2, 4.3 or 4.4. The Executive agrees that the Company shall be entitled to equitable and/or injunctive relief to prevent any breach or threatened breach of such Sections, and to specific performance of each of the terms of such Section in addition to any other legal or equitable remedies that the Company may have. The Executive further agrees that the Executive shall not, in any equity proceeding relating to the enforcement of the terms of such Sections, raise the defense that the Company has an adequate remedy at law. The Executive acknowledges and agrees that the restricted periods set forth above in Sections 4.1 and 4.2 shall be tolled during any period in which the Executive is in violation of such Section(s) so that the Company is provided with the full benefit of the restricted period.

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4.7. Special Severability. The terms and provisions of this Article 4 are intended to be separate and divisible provisions and if, for any reason, any one or more of them is held to be invalid or unenforceable, neither the validity nor the enforceability of any other provision of this Agreement shall thereby be affected. It is the intention of the parties to this Agreement that the potential restrictions on the Executive’s future employment imposed by this Article 4 be reasonable in both duration and geographic scope and in all other respects. If for any reason any court of competent jurisdiction shall find any provisions of this Article 4 unreasonable in duration or geographic scope or otherwise, the Executive and the Company agree that the restrictions and prohibitions contained herein shall be effective to the fullest extent allowed under applicable law in such jurisdiction.

5. Entire Agreement; Complete Obligation. Except as otherwise specified in the last sentence of this Section 5, this Agreement contains the entire understanding of the parties with respect to the subject matter herein. There are no restrictions, agreements, promises, warranties, covenants or undertakings between the parties with respect to the subject matter herein other than those expressly set forth herein. This Agreement may not be altered, modified, or amended except by written instrument signed by the parties hereto. Following an Executive’s CIC Termination or Non-CIC Termination, the Executive shall only be entitled to the payments and benefits provided in this Agreement and he shall not be entitled to any other payments or benefits except those required by applicable law or the terms of any employee benefit plan. With respect to a CIC Termination, Non-CIC Termination or Voluntary Termination (but only with respect to Article 4 in the case of a Voluntary Termination), this Agreement supersedes and replaces only the corresponding severance, non-competition and/or termination provisions contained in any employment contract or other agreement that the Executive has entered into with the Company prior to the date hereof, and all remaining provisions of any such agreement shall remain in full force and effect.

6. Notice of Termination.

6.1. Any purported CIC Termination or Non-CIC Termination shall be communicated by written “Notice of Termination” from one party hereto to the other party hereto in accordance with Section 8.4 hereof. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment with the Company under the provision so indicated. For purposes of this Agreement, any purported termination not effected in accordance with this Section 6 shall not be considered effective.

6.2. A Notice of Termination for Cause is required to include a copy of a resolution duly adopted by the affirmative vote of a simple majority of the entire membership of the Board at a meeting of the Board, which was called and held for the purpose of considering such termination (which meeting may be a regular meeting of the Board where prior notice of consideration of such termination is given to members of the Board) finding that, in the good faith opinion of the Board, that the Executive engaged in conduct set forth in the definition of Cause herein and specifying the particulars thereof in detail.

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6.3. A Notice of Termination by the Executive for “Good Reason” is required to set forth the provision of this Agreement that the Executive believes constitutes “Good Reason” and specifies the particulars thereof in detail. The Company shall have 30 days after the Notice of Termination is provided to remedy the circumstances that allegedly give rise to “Good Reason.” If the Company rectifies the circumstances that have given rise to “Good Reason,” within 30 days, the Executive’s Notice of Termination shall not be effective and shall be null and void from its inception.

7. Successors; Binding Agreement.

7.1. Successors. This Agreement shall inure to the benefit of and be binding upon the Company and its respective successors and assigns. The Company shall require any successor to all or substantially all of its business and/or assets, whether direct or indirect, by purchase, merger, consolidation, acquisition of stock, or otherwise, by an agreement in form and substance satisfactory to the Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent as the Company would be required to perform if no such succession had taken place.

7.2. Binding Agreement. This Agreement is personal to the Executive and, without the prior express written consent of the Company, shall not be assignable by the Executive. If the Executive shall die while any amount would still be payable to the Executive hereunder (other than amounts which, by their terms, terminate upon the death of the Executive) if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the beneficiary (or beneficiaries) designated by the Executive from time to time in accordance with the procedures for notice set out in Section 8.4; provided, however, that if there shall be no effective designation of beneficiary by the Executive, such amounts shall be paid to the executors, personal representatives or administrators of the Executive’s estate. This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

8. Miscellaneous.

8.1. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, applied without reference to principles of conflict of laws. Both the Executive and the Company agree to appear before and submit exclusively to the jurisdiction of the state and federal courts located nearest to Princeton, New Jersey with respect to any controversy, dispute, or claim arising out of or relating to this Agreement. The Executive agrees to be served by the Company with judicial process via registered or certified mail.

8.2. Amendments. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.

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8.3. Mutual Intent. Both parties participated in the drafting of the Agreement, and the language used in this Agreement is the language chosen by the Executive and the Company to express their mutual intent. Both the Executive and the Company agree that in the event that any language, section, clause, phrase or word used in the Agreement is determined to be ambiguous, no presumption shall arise against or in favor of either party and that no rule of strict construction shall be applied against either party with respect to such ambiguity.

8.4. Notices. All notices and other communications hereunder shall be in writing and shall be given by hand-delivery to the other parties or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

To the Executive:	James R. Craigie
	469 N. Harrison St.
	Princeton, NJ 08543
To the Company:	Jacquelin J. Brova
	Vice President, Human Resources
	Church & Dwight Co., Inc.
	469 N. Harrison Street
	Princeton, NJ 08543

or to such other address as any party shall have furnished to the others in writing in accordance herewith. Notices and communications shall be effective when actually received by the addressee.

8.5. Withholding. The Company may withhold from any amounts payable under this Agreement such federal, state or local income taxes to the extent the same required to be withheld pursuant to any applicable law or regulation.

8.6. Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

8.7. Captions. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect.

8.8. Counterparts. This Agreement may be executed in one or more counterparts each of which shall be deemed an original instrument, but all of which together shall constitute but one and the same Agreement.

8.9. Beneficiaries/References. The beneficiary or beneficiaries designated by the Executive to receive any compensation or benefit payable hereunder following the Executive’s death shall be those set forth from time to time by the Executive on the beneficiary designation form for the Company’s Deferred Compensation Plan. In the event of the Executive’s death or a judicial determination of his incompetence, reference in this Agreement to the Executive shall be deemed, where appropriate, to refer to his beneficiary(ies), estate or other legal representative(s).

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8.10. Survivorship. The respective rights and obligations of the parties hereunder shall survive any termination of this Agreement or the Executive’s termination of employment for any reason to the extent necessary to the intended provision of such rights and the intended performance of such obligations.

IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and the Company has caused this Agreement to be executed in its name on its behalf, all as of the day and year first above written.

CHURCH & DWIGHT CO., INC.
By:	/s/ James R. Craigie
	James R. Craigie
	Chief Executive Officer
Date: March 31, 2006

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EXHIBIT A

RELEASE AND WAIVER

In consideration of the payments and benefits provided for under the Change in Control and Severance Agreement, which Executive acknowledges are payments and benefits to which Executive is not otherwise entitled, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Executive hereby agrees as follows:

1. Executive hereby agrees on behalf of himself, Executive’s agents, assignees, attorneys, spouse, successors, assigns, heirs and executors, to fully and completely forever release the Company, its Board of Directors, all the Company benefit plans, all the Company benefit committees, and all of its and their respective predecessors and successors, past and/or present officers, directors, partners, members, managing members, managers, employees, agents, representatives, administrators, attorneys, insurers, and fiduciaries in their individual and/or representative capacities (hereinafter collectively referred to as the “Company Releasees”), from any and all causes of action, suits, agreements, promises, damages, disputes, controversies, contentions, differences, judgments, claims, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, variances, trespasses, extents, executions and demands of any kind whatsoever, which Executive or Executive’s heirs, executors, administrators, successors and/or assigns ever had, now have or may claim to have against the Company Releasees or any of them, in law, admiralty or equity, whether known or unknown to Executive, for, upon, or by reason of, any matter, action, omission, course or thing whatsoever, whenever arising from the beginning of time up until the date of Executive’s signature on this Release (such released claims are collectively referred to herein as the “Released Claims”).

2. Notwithstanding the generality of Section 1 above, the Released Claims include, without limitation, and only by way of example: (i) any and all claims arising from or relating to Executive’s employment with any of the Company Releasees, or the termination thereof; (ii) any and all claims under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967 (“ADEA”), the Civil Rights Act of 1971, the Civil Rights Act of 1991, the Fair Labor Standards Act, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, the Family and Medical Leave Act of 1993, the New Jersey Law Against Discrimination, N.J. Stat. § 10:5-1 et seq. (“NJLAD”), the Conscientious Employee Protection Act, N.J. Stat. Ann. § 34:19-1 et seq. (“CEPA”), and any and all other federal, state or local laws, statutes, rules and regulations pertaining to employment or otherwise; (iii) any claims for wrongful discharge, breach of contract, fraud, misrepresentation or any compensation claims, and (iv) any other claims under any statute, rule or regulation or under the common law, including compensatory damages, punitive damages, attorney’s fees, costs, expenses and all claims for any other type of damage or relief.

3. Executive agrees that he will not institute (either individually, with others, or as part of a class), join, or otherwise accept any relief in connection with any lawsuit, in any forum, pleading, raising or asserting any Released Claims against any of the Company Releasees. If Executive breaches this promise, then Executive will reimburse each of the Company Releasees that Executive sues for its reasonable attorneys’ fees and costs incurred in defending against such

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Released Claims. The reimbursement provision governing attorneys’ fees and costs set forth in the immediately preceding sentence shall not apply to any claims brought under the ADEA challenging the validity of the above Release. Executive acknowledges, however, that the above Release applies to all claims he may have under the ADEA, and that, unless the Release is held to be invalid, all of his claims under the ADEA shall be extinguished.

4. Executive is hereby advised to consult with an attorney before executing this Release. Executive represents that he has read carefully and fully understands the terms of this Release. Executive acknowledges that Executive is signing this Release voluntarily and knowingly and that Executive has not relied on any representations, promises or agreements of any kind made to Executive in connection with Executive’s decision to accept the terms of this Release, other than those set forth in this Release. Executive acknowledges that Executive has been given at least twenty-one (21) days to consider whether Executive wants to sign this Release.

5. Executive acknowledges that the Age Discrimination in Employment Act gives Executive the right to revoke this Release within seven (7) days after it is signed by Executive. Executive further acknowledges and understands that Executive will not receive any payments or benefits due Executive under the Change in Control and Severance Agreement before the seven (7) day revocation period under the Age Discrimination in Employment Act (the “Revocation Period”) has passed and then, only if Executive has not revoked this Release. To the extent Executive has executed this Release within less than twenty-one (21) days after its delivery to Executive, Executive hereby acknowledges that Executive’s decision to execute this Release prior to the expiration of such twenty-one (21) day period was entirely voluntary.

IN WITNESS WHEREOF, Executive has hereunto set his hand as of the day and year set forth below.

By:	/s/ James R. Craigie
	James R. Craigie
	Chief Executive Officer
Date: March 31, 2006

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EX-10.2

Exhibit 10.2

CHANGE IN CONTROL AND SEVERANCE AGREEMENT

THIS CHANGE IN CONTROL AND SEVERANCE AGREEMENT, dated as of March 31 2006 (this “Agreement”), is made by and between Church & Dwight Co., Inc, a Delaware corporation (the “Company”), and Joseph A. Sipia, Jr. (the “Executive”).

WHEREAS, the Company considers it essential to the best interests of its stockholders to foster the continued employment of key executive management personnel; and

WHEREAS, the Board of Directors of the Company (the “Board”) recognizes that the possibility of a Change in Control (as defined in Section 1.3 below) of the Company exists from time to time and that such possibility, and the uncertainty, instability and questions that it may raise for and among key executive management personnel, may result in the premature departure or significant distraction of such management personnel to the material detriment of the Company and its shareholders; and

WHEREAS, the Board has determined that protection of the Executive’s earned benefits, compensation and severance payments are the most efficient means to eliminate any such conflict in regards to the Executive; and

NOW THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Company and the Executive intending to be legally bound do hereby agree as follows:

1. Definitions. For purposes of this Agreement, the following terms shall have the meanings set forth below:

1.1. “Affiliate” shall mean, other than the Company, (i) any corporation in an unbroken chain of corporations beginning with the Company, which owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain; (ii) any corporation, trade or business (including, without limitation, a partnership or limited liability company) which is controlled fifty percent (50%) or more (whether by ownership of stock, assets or an equivalent ownership interest or voting interest) by the Company or one of its Affiliates; or (iii) any other entity, approved by the Board as an Affiliate, in which the Company or any of its Affiliates has a material equity interest.

1.2. “Annual Base Salary” shall mean the Executive’s rate of regular base annual compensation prior to any reduction under (i) a salary reduction agreement pursuant to Section 401(k) or Section 125 of the Code or (ii) any other plan or arrangement deferring any base salary, and shall not include (without limitation) cost of living allowances, fees, retainers, reimbursements, bonuses, incentive awards, prizes or similar payments.

1.3. “Cause” shall mean Executive’s dishonesty, fraud, insubordination, willful misconduct or refusal to attempt to perform services (for any reason other than illness or incapacity), as determined by the Board in its sole discretion.

1.4. “Change in Control” shall be deemed to have occurred if:

1.4.1. any Person becomes the beneficial owner (as defined in Rule 13(d)-3 under the Exchange Act) of shares of Common Stock representing more than fifty percent (50%) of the total number of votes that may be cast for the election of directors of the Company;

1.4.2. the stockholders of the Company shall consummate any merger or other business combination of the Company, sale of all or substantially all of the Company’s assets or the Specialty Products Division of the Company or combination of the foregoing transactions (a “Transaction”), other than a Transaction involving only the Company and one or more of its Subsidiaries, or a Transaction immediately following which the stockholders of the Company immediately prior to the Transaction continue to have a majority of the voting power in the resulting entity; or

1.4.3. within any twenty-four (24) month period beginning on or after the date hereof, the persons who were directors of the Company immediately before the beginning of such period (the “Incumbent Directors”) shall cease (for any reason other than death) to constitute at least a majority of the Board (or the board of directors of any successor to the Company); provided that, any director who was not a director as of the date hereof shall be deemed to be an Incumbent Director if such director was elected to the Board by, or on the recommendation of or with the approval of, at least two-thirds of the directors who then qualified as Incumbent Directors either actually or by prior operation of the foregoing unless such election, recommendation or approval was the result of an actual or threatened election contest of the type contemplated by Rule 14a-11 promulgated under the Exchange Act or any successor provision.

1.5. “Code” shall mean Internal Revenue Code of 1986, as amended.

1.6. “Common Stock” shall mean the common stock of the Company, par value $1.00.

1.7. “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

1.8. “Good Reason” shall mean and shall be deemed to exist if, without the prior express written consent of the Executive, (i) the Executive suffers a demotion in his title or position as it existed on the date of this Agreement; (ii) the Executive suffers a material reduction in his duties, responsibilities or effective authority associated with his titles and positions; (iii) the Executive’s target annual cash compensation (Annual Base Salary plus target bonus percentage) or aggregate benefits are decreased by the Company; (iv) the Company fails to obtain assumption of this Agreement by an acquiror; or (v) the Executive’s primary office location is moved to a location more than 50 miles from its location as of the date hereof. For purposes of this Agreement, any action or inaction shall constitute Good Reason only for the 90 day period from the date on which such action or inaction first occurred. The Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder.

1.9. “Person” shall have the meaning ascribed thereto in Section 3(a)(9) of the Exchange Act, as modified, applied and used in Sections 13(d) and 14(d) thereof; provided, however, a Person shall not include (i) the Company or any Subsidiaries, (ii) a trustee or other

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fiduciary holding securities under an employee benefit plan of the Company or any of its subsidiaries (in its capacity as such), (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same character and proportions as their ownership of stock of the Company.

1.10. “Subsidiary” shall mean any subsidiary corporation of the Company within the meaning of Section 424(f) of the Code

2. Severance Payments.

2.1. Change in Control Severance. Upon the termination of the Executive’s employment by the Company without Cause or by the Executive for Good Reason during the two-year period following a Change in Control (a “CIC Termination”), and upon execution of a general release in favor of the Company and substantially in the form attached hereto as Exhibit A (the “Release”) and expiration of any revocation period applicable to the release, the Executive shall be entitled to the payments and benefits set forth in this Section 2.1 and in Section 2.3. In addition, a CIC Termination shall result if the Executive’s employment is terminated prior to a Change in Control and (a) the Executive reasonably demonstrates that the Executive’s employment was terminated without Cause prior to a Change in Control (1) at the request of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control (or who has taken other steps reasonably calculated to effect a Change in Control) or (2) otherwise in connection with or in anticipation of a Change in Control, or (b) the Executive terminates his employment for Good Reason prior to a Change in Control and the Executive reasonably demonstrates that the circumstance(s) or event(s) which constitute such Good Reason occurred (1) at the request of such Person or (2) otherwise in connection with or in anticipation of a Change in Control.

2.1.1. A payment equal to two times the sum of (a) the Executive’s Annual Base Salary and (b) the Executive’s target bonus amount for the year in which any such termination occurs. The payment shall be made in a single lump sum on the date that is six months following the Executive’s CIC Termination.

2.1.2. A lump sum payment equal to the Executive’s target bonus payment under the Company’s management incentive plan times a fraction, the numerator of which is the number of days that have elapsed in the year of the Executive’s CIC Termination and the denominator of which is 365. Such payment shall be made on the date which is six months after the Executive’s CIC Termination.

2.2. Non-Change in Control Severance. Upon the termination of the Executive’s employment by the Company without Cause or by the Executive for Good Reason at any time other than those prescribed in Section 2.1 (a “Non-CIC Termination”), and upon execution of a Release and expiration of any revocation period applicable to the Release, the Executive shall be entitled to the payments and benefits set forth in this Section 2.2 and in Section 2.3.

2.2.1. An amount equal to one times the Executive’s Annual Base Salary. This amount shall be paid 50% on the date that is six months following the Executive’s Non-CIC Termination, and the remaining 50% shall be paid in six substantially equal monthly installments.

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2.2.2. A lump sum payment equal to the Executive’s target bonus payment under the Company’s Management Incentive Plan times a fraction, the numerator of which is the number of days that have elapsed in the year of the Executive’s Non-CIC Termination and the denominator of which is 365. Such payment shall be made on the date which is six months after the Executive’s Non-CIC Termination.

2.3. Additional Severance. In addition to the payments provided for in Section 2.1 and 2.2, upon a CIC Termination or Non-CIC Termination, the following additional provisions shall apply:

2.3.1. Group Medical Coverage. For a twenty-four ( 24) month period after the Executive’s CIC Termination or a twelve (12) month period after the Executive’s Non-CIC Termination, as applicable, Executive may elect to continue, under the terms prevailing from time to time, group medical and dental coverage for himself and his covered dependents. If Executive elects such coverage, Executive’s share of any group medical and dental premiums will be at the then-prevailing active employee rate. Failure to pay the premium will result in loss of the coverage. Executive agrees and understands that his rights under Code Section 4980B which sets forth certain COBRA continuation coverage requirements will run concurrently with the period of coverage under this Section 2.3.1. Following the period of coverage under this Section 2.3.1, Executive may continue medical and dental coverage for any remaining COBRA period only by electing COBRA coverage and paying the applicable premiums under COBRA. Medical benefits otherwise receivable by the Executive pursuant to this Section 2.3.1 shall be reduced to the extent the Executive obtains comparable coverage under another employer’s plan during the 24-month or 12-month period, as applicable, following the Executive’s termination. The Executive agrees to immediately report such other coverages to the Company.

2.3.2. Group Life Insurance Coverage. For a twenty-four ( 24) month period after the Executive’s CIC Termination or a twelve (12) month period after the Executive’s Non-CIC Termination, as applicable, the Company shall continue Executive’s basic life insurance coverage. Executive will be entitled to the life insurance conversion rights required by applicable law.

2.3.3. Outplacement. The Executive shall be entitled to the outplacement assistance set forth in the Company’s executive-level corporate outplacement program.

2.3.4. Vacation. Executive will receive payment for any granted and unused vacation upon termination in accordance with the Company’s policy and applicable law.

2.3.5. Other Benefits. Any supplemental, spouse or child life insurance, accidental death and dismemberment and disability insurance will terminate on the Executive’s date of termination in accordance with the terms of the applicable welfare benefit plan. Qualified retirement plan and savings plan benefits will be subject to the terms of the applicable plan.

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2.3.6. Equity Compensation; Nonqualified Deferred Compensation. All awards of equity compensation and any non-qualified deferred compensation earned by the Executive shall be subject to the provisions of the applicable equity compensation plan, equity award agreement and/or the applicable non-qualified deferred compensation plan.

3. Special Tax Reimbursement.

3.1. If the Executive is liable for the payment of any excise tax (the “Basic Excise Tax”) pursuant to Section 4999 of the Code, or any successor or like provision, with respect to any payment or property transfers received or to be received under this Agreement or otherwise, including, without limitation the acceleration of vesting of any equity compensation awarded to the Executive, the Company shall pay the Executive an amount (the “Special Tax Reimbursement”) which, after payment to the Executive (or on the Executive’s behalf) of any federal, state and local income and employment taxes, including, without limitation, any further excise tax under Section 4999 of the Code, with respect to or resulting from the Special Tax Reimbursement, equals the net amount of the Basic Excise Tax. The Special Tax Reimbursement shall be paid as soon as practicable after the amount is determined and reviewed for accuracy by the Company’s certified public accountants.

4. Restrictive Covenants.

4.1. Non-Competition. During the Executive’s employment and if the Executive’s employment with the Company terminates, for a period of two years following a CIC Termination and for a period of one year following a Voluntary Termination (as defined below), the Executive shall not, directly or indirectly, within or with respect to the United States of America engage, in any business or activity or render any services or provide any advice to any Competing Entity (as defined below), without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed), whether as an employee, consultant, partner, principal, agent, representative, stockholder, director or in any other capacity, if on the effective date of termination of the Executive’s employment with the Company, such Competing Entity develops, manufactures, sells or distributes any product or products that (a) compete with any product or products sold by the Company or any Affiliate thereof (or to the Executive’s knowledge are planned for sale or distribution by the Company or its Affiliates within six (6) months following the effective date of Executive’s termination of employment with the Company) for which the Executive had primary responsibility for any aspect of such product(s) or where the Executive would perform substantially similar employment functions to those performed at the Company, and (b) represent, individually or in the aggregate, twenty (20%) percent or more of such Competing Entity’s annual gross revenues; provided, however, that the Executive’s ownership of not more than 2% of the stock of any publicly-traded corporation shall not be a violation of this Section 4.1. As used herein, “Competing Entity” means any business, person or entity, and any Affiliates thereof, which develops, manufactures, sells and/or distributes products that are competitive with any products developed, manufactured, sold and/or distributed by the Company and any of its Affiliates, and “Voluntary Termination” means the Executive’s termination of his employment with the Company for any reason other than for Good Reason, death or disability (as defined under the Company’s Long Term Disability or other applicable plan, program or policy). The Executive acknowledges and agrees that his skills are such that he can be gainfully employed in noncompetitive employment and that the

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agreement not to compete will in no way prevent him from earning a living. The Executive understands and agrees that the rights and obligations set forth in this Section 4.1 shall survive the termination of this Agreement.

4.2. Non-Solicitation. If the Executive’s employment with the Company terminates due to a CIC Termination, a Non-CIC Termination, or a Voluntary Termination, for a period of two years following a CIC Termination and one year following a Non-CIC Termination or Voluntary Termination, the Executive shall not (except on the Company’s behalf), directly or indirectly, on his own behalf or on behalf of any other person, firm, partnership, corporation or other entity, (A) solicit or service the business of any of the Company’s clients, any of the Company’s former clients which were clients within twelve months prior to the termination of his employment or any of the prospective clients which were being actively solicited by the Company at the time of the termination of his employment or (B) attempt to cause or induce any employee of the Company to leave the Company.

4.3. Non-Disparagement. Executive agrees to refrain from making any statements or comments of a defamatory or disparaging nature to any third party regarding the Company or any of its officers, directors, employees, agents, representatives, affiliates, products or services.

4.4. Company Property; Confidentiality. Upon the Executive’s termination of employment for any reason, the Executive shall return to the Company all documents, manuals, computers, computer programs, diskettes, customer lists, notebooks, reports and other written or graphic materials, including all copies thereof, relating in any way to the Company’s business and prepared by the Executive or obtained by the Executive from the Company, its Affiliates, customers or its suppliers during the course of the Executive’s employment with the Company. Executive agrees to comply with the Company’s confidentiality and non-disclosure policies and agreements with the Company.

4.5. Acknowledgements. The Executive acknowledges and agrees that the restrictions set forth in this Section 4: (a) are critical and necessary to protect the Company’s legitimate business interests (including, without limitation, the protection of its confidential or proprietary information, its good will, and its relationship with its customers, clients, employees, and consultants); (b) are reasonably drawn to this end with respect to duration, scope and otherwise; (c) are not unduly burdensome or injurious to the public interest; and (d) are supported by adequate consideration.

4.6. Injunctive Relief. The Executive acknowledges and agrees that the Company will have no adequate remedy at law, and would be irreparably harmed, if the Executive breaches or threatens to breach any of the provisions of Section 4.1, 4.2, 4.3 or 4.4. The Executive agrees that the Company shall be entitled to equitable and/or injunctive relief to prevent any breach or threatened breach of such Sections, and to specific performance of each of the terms of such Section in addition to any other legal or equitable remedies that the Company may have. The Executive further agrees that the Executive shall not, in any equity proceeding relating to the enforcement of the terms of such Sections, raise the defense that the Company has an adequate remedy at law. The Executive acknowledges and agrees that the restricted periods set forth above in Sections 4.1 and 4.2 shall be tolled during any period in which the Executive is in violation of such Section(s) so that the Company is provided with the full benefit of the restricted period.

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4.7. Special Severability. The terms and provisions of this Article 4 are intended to be separate and divisible provisions and if, for any reason, any one or more of them is held to be invalid or unenforceable, neither the validity nor the enforceability of any other provision of this Agreement shall thereby be affected. It is the intention of the parties to this Agreement that the potential restrictions on the Executive’s future employment imposed by this Article 4 be reasonable in both duration and geographic scope and in all other respects. If for any reason any court of competent jurisdiction shall find any provisions of this Article 4 unreasonable in duration or geographic scope or otherwise, the Executive and the Company agree that the restrictions and prohibitions contained herein shall be effective to the fullest extent allowed under applicable law in such jurisdiction.

5. Entire Agreement; Complete Obligation. Except as otherwise specified in the last sentence of this Section 5, this Agreement contains the entire understanding of the parties with respect to the subject matter herein. There are no restrictions, agreements, promises, warranties, covenants or undertakings between the parties with respect to the subject matter herein other than those expressly set forth herein. This Agreement may not be altered, modified, or amended except by written instrument signed by the parties hereto. Following an Executive’s CIC Termination or Non-CIC Termination, the Executive shall only be entitled to the payments and benefits provided in this Agreement and he shall not be entitled to any other payments or benefits except those required by applicable law or the terms of any employee benefit plan. With respect to a CIC Termination, Non-CIC Termination or Voluntary Termination (but only with respect to Article 4 in the case of a Voluntary Termination), this Agreement supersedes and replaces only the corresponding severance, non-competition and/or termination provisions contained in any employment contract or other agreement that the Executive has entered into with the Company prior to the date hereof and all remaining provisions of any such agreement shall remain in full force and effect.

6. Notice of Termination.

6.1. Any purported CIC Termination or Non-CIC Termination shall be communicated by written “Notice of Termination” from one party hereto to the other party hereto in accordance with Section 8.4 hereof. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment with the Company under the provision so indicated. For purposes of this Agreement, any purported termination not effected in accordance with this Section 6 shall not be considered effective.

6.2. A Notice of Termination for Cause is required to include a copy of a resolution duly adopted by the affirmative vote of a simple majority of the entire membership of the Board at a meeting of the Board, which was called and held for the purpose of considering such termination (which meeting may be a regular meeting of the Board where prior notice of consideration of such termination is given to members of the Board) finding that, in the good faith opinion of the Board, that the Executive engaged in conduct set forth in the definition of Cause herein and specifying the particulars thereof in detail.

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6.3. A Notice of Termination by the Executive for “Good Reason” is required to set forth the provision of this Agreement that the Executive believes constitutes “Good Reason” and specifies the particulars thereof in detail. The Company shall have 30 days after the Notice of Termination is provided to remedy the circumstances that allegedly give rise to “Good Reason.” If the Company rectifies the circumstances that have given rise to “Good Reason,” within 30 days, the Executive’s Notice of Termination shall not be effective and shall be null and void from its inception.

7. Successors; Binding Agreement.

7.1. Successors. This Agreement shall inure to the benefit of and be binding upon the Company and its respective successors and assigns. The Company shall require any successor to all or substantially all of its business and/or assets, whether direct or indirect, by purchase, merger, consolidation, acquisition of stock, or otherwise, by an agreement in form and substance satisfactory to the Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent as the Company would be required to perform if no such succession had taken place.

7.2. Binding Agreement. This Agreement is personal to the Executive and, without the prior express written consent of the Company, shall not be assignable by the Executive. If the Executive shall die while any amount would still be payable to the Executive hereunder (other than amounts which, by their terms, terminate upon the death of the Executive) if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the beneficiary (or beneficiaries) designated by the Executive from time to time in accordance with the procedures for notice set out in Section 8.4; provided, however, that if there shall be no effective designation of beneficiary by the Executive, such amounts shall be paid to the executors, personal representatives or administrators of the Executive’s estate. This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

8. Miscellaneous.

8.1. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, applied without reference to principles of conflict of laws. Both the Executive and the Company agree to appear before and submit exclusively to the jurisdiction of the state and federal courts located nearest to Princeton, New Jersey with respect to any controversy, dispute, or claim arising out of or relating to this Agreement. The Executive agrees to be served by the Company with judicial process via registered or certified mail.

8.2. Amendments. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.

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8.3. Mutual Intent. Both parties participated in the drafting of the Agreement, and the language used in this Agreement is the language chosen by the Executive and the Company to express their mutual intent. Both the Executive and the Company agree that in the event that any language, section, clause, phrase or word used in the Agreement is determined to be ambiguous, no presumption shall arise against or in favor of either party and that no rule of strict construction shall be applied against either party with respect to such ambiguity.

8.4. Notices. All notices and other communications hereunder shall be in writing and shall be given by hand-delivery to the other parties or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

To the Executive:	Joseph A. Sipia, Jr.
	1620 Thistlewood Drive
	Washington Crossing, PA 18977
To the Company:	Jacquelin J. Brova
	Vice President, Human Resources
	Church & Dwight Co., Inc.
	469 N. Harrison Street
	Princeton, NJ 08543

or to such other address as any party shall have furnished to the others in writing in accordance herewith. Notices and communications shall be effective when actually received by the addressee.

8.5. Withholding. The Company may withhold from any amounts payable under this Agreement such federal, state or local income taxes to the extent the same required to be withheld pursuant to any applicable law or regulation.

8.6. Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

8.7. Captions. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect.

8.8. Counterparts. This Agreement may be executed in one or more counterparts each of which shall be deemed an original instrument, but all of which together shall constitute but one and the same Agreement.

8.9. Beneficiaries/References. The beneficiary or beneficiaries designated by the Executive to receive any compensation or benefit payable hereunder following the Executive’s death, shall be those set forth from time to time by the Executive on the beneficiary designation form for the Company’s Deferred Compensation Plan. In the event of the Executive’s death or a judicial determination of his incompetence, reference in this Agreement to the Executive shall be deemed, where appropriate, to refer to his beneficiary(ies), estate or other legal representative(s).

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8.10. Survivorship. The respective rights and obligations of the parties hereunder shall survive any termination of this Agreement or the Executive’s termination of employment for any reason to the extent necessary to the intended provision of such rights and the intended performance of such obligations.

IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and the Company has caused this Agreement to be executed in its name on its behalf, all as of the day and year first above written.

CHURCH & DWIGHT CO., INC.
By:	/s/ Joseph A. Sipia, Jr.
	Joseph A. Sipia, Jr.
	Chief Operating Officer
	Special Products Division
Date: March 31, 2006

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EXHIBIT A

RELEASE AND WAIVER

In consideration of the payments and benefits provided for under the Change in Control and Severance Agreement, which Executive acknowledges are payments and benefits to which Executive is not otherwise entitled, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Executive hereby agrees as follows:

1. Executive hereby agrees on behalf of himself, Executive’s agents, assignees, attorneys, spouse, successors, assigns, heirs and executors, to fully and completely forever release the Company, its Board of Directors, all the Company benefit plans, all the Company benefit committees, and all of its and their respective predecessors and successors, past and/or present officers, directors, partners, members, managing members, managers, employees, agents, representatives, administrators, attorneys, insurers, and fiduciaries in their individual and/or representative capacities (hereinafter collectively referred to as the “Company Releasees”), from any and all causes of action, suits, agreements, promises, damages, disputes, controversies, contentions, differences, judgments, claims, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, variances, trespasses, extents, executions and demands of any kind whatsoever, which Executive or Executive’s heirs, executors, administrators, successors and/or assigns ever had, now have or may claim to have against the Company Releasees or any of them, in law, admiralty or equity, whether known or unknown to Executive, for, upon, or by reason of, any matter, action, omission, course or thing whatsoever, whenever arising from the beginning of time up until the date of Executive’s signature on this Release (such released claims are collectively referred to herein as the “Released Claims”).

2. Notwithstanding the generality of Section 1 above, the Released Claims include, without limitation, and only by way of example: (i) any and all claims arising from or relating to Executive’s employment with any of the Company Releasees, or the termination thereof; (ii) any and all claims under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967 (“ADEA”), the Civil Rights Act of 1971, the Civil Rights Act of 1991, the Fair Labor Standards Act, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, the Family and Medical Leave Act of 1993, the New Jersey Law Against Discrimination, N.J. Stat. § 10:5-1 et seq. (“NJLAD”), the Conscientious Employee Protection Act, N.J. Stat. Ann. § 34:19-1 et seq. (“CEPA”), and any and all other federal, state or local laws, statutes, rules and regulations pertaining to employment or otherwise; (iii) any claims for wrongful discharge, breach of contract, fraud, misrepresentation or any compensation claims, and (iv) any other claims under any statute, rule or regulation or under the common law, including compensatory damages, punitive damages, attorney’s fees, costs, expenses and all claims for any other type of damage or relief.

3. Executive agrees that he will not institute (either individually, with others, or as part of a class), join, or otherwise accept any relief in connection with any lawsuit, in any forum, pleading, raising or asserting any Released Claims against any of the Company Releasees. If Executive breaches this promise, then Executive will reimburse each of the Company Releasees that Executive sues for its reasonable attorneys’ fees and costs incurred in defending against such

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Released Claims. The reimbursement provision governing attorneys’ fees and costs set forth in the immediately preceding sentence shall not apply to any claims brought under the ADEA challenging the validity of the above Release. Executive acknowledges, however, that the above Release applies to all claims he may have under the ADEA, and that, unless the Release is held to be invalid, all of his claims under the ADEA shall be extinguished.

4. Executive is hereby advised to consult with an attorney before executing this Release. Executive represents that he has read carefully and fully understands the terms of this Release. Executive acknowledges that Executive is signing this Release voluntarily and knowingly and that Executive has not relied on any representations, promises or agreements of any kind made to Executive in connection with Executive’s decision to accept the terms of this Release, other than those set forth in this Release. Executive acknowledges that Executive has been given at least twenty-one (21) days to consider whether Executive wants to sign this Release.

5. Executive acknowledges that the Age Discrimination in Employment Act gives Executive the right to revoke this Release within seven (7) days after it is signed by Executive. Executive further acknowledges and understands that Executive will not receive any payments or benefits due Executive under the Change in Control and Severance Agreement before the seven (7) day revocation period under the Age Discrimination in Employment Act (the “Revocation Period”) has passed and then, only if Executive has not revoked this Release. To the extent Executive has executed this Release within less than twenty-one (21) days after its delivery to Executive, Executive hereby acknowledges that Executive’s decision to execute this Release prior to the expiration of such twenty-one (21) day period was entirely voluntary.

IN WITNESS WHEREOF, Executive has hereunto set his hand as of the day and year set forth below.

By:	/s/ Joseph A. Sipia, Jr.
	Joseph A. Sipia, Jr.
	Chief Operating Officer
	Special Products Division
Date: March 31, 2006

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EX-10.3

Exhibit 10.3

CHANGE IN CONTROL AND SEVERANCE AGREEMENT

THIS CHANGE IN CONTROL AND SEVERANCE AGREEMENT, dated as of March 31, 2006 (this “Agreement”), is made by and between Church & Dwight Co., Inc, a Delaware corporation (the “Company”), and                              (the “Executive”).

WHEREAS, the Company considers it essential to the best interests of its stockholders to foster the continued employment of key executive management personnel; and

WHEREAS, the Board of Directors of the Company (the “Board”) recognizes that the possibility of a Change in Control (as defined in Section 1.3 below) of the Company exists from time to time and that such possibility, and the uncertainty, instability and questions that it may raise for and among key executive management personnel, may result in the premature departure or significant distraction of such management personnel to the material detriment of the Company and its shareholders; and

WHEREAS, the Board has determined that protection of the Executive’s earned benefits, compensation and severance payments are the most efficient means to eliminate any such conflict in regards to the Executive; and

NOW THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Company and the Executive intending to be legally bound do hereby agree as follows:

1. Definitions. For purposes of this Agreement, the following terms shall have the meanings set forth below:

1.1. “Affiliate” shall mean, other than the Company, (i) any corporation in an unbroken chain of corporations beginning with the Company, which owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain; (ii) any corporation, trade or business (including, without limitation, a partnership or limited liability company) which is controlled fifty percent (50%) or more (whether by ownership of stock, assets or an equivalent ownership interest or voting interest) by the Company or one of its Affiliates; or (iii) any other entity, approved by the Board as an Affiliate, in which the Company or any of its Affiliates has a material equity interest.

1.2. “Annual Base Salary” shall mean the Executive’s rate of regular base annual compensation prior to any reduction under (i) a salary reduction agreement pursuant to Section 401(k) or Section 125 of the Code or (ii) any other plan or arrangement deferring any base salary, and shall not include (without limitation) cost of living allowances, fees, retainers, reimbursements, bonuses, incentive awards, prizes or similar payments.

1.3. “Cause” shall mean Executive’s dishonesty, fraud, insubordination, willful misconduct or refusal to attempt to perform services (for any reason other than illness or incapacity), as determined by the Board in its sole discretion.

1.4. “Change in Control” shall be deemed to have occurred if:

1.4.1. any Person becomes the beneficial owner (as defined in Rule 13(d)-3 under the Exchange Act) of shares of Common Stock representing more than fifty percent (50%) of the total number of votes that may be cast for the election of directors of the Company;

1.4.2. the stockholders of the Company shall consummate any merger or other business combination of the Company, sale of all or substantially all of the Company’s assets or combination of the foregoing transactions (a “Transaction”), other than a Transaction involving only the Company and one or more of its Subsidiaries, or a Transaction immediately following which the stockholders of the Company immediately prior to the Transaction continue to have a majority of the voting power in the resulting entity; or

1.4.3. within any twenty-four (24) month period beginning on or after the date hereof, the persons who were directors of the Company immediately before the beginning of such period (the “Incumbent Directors”) shall cease (for any reason other than death) to constitute at least a majority of the Board (or the board of directors of any successor to the Company); provided that, any director who was not a director as of the date hereof shall be deemed to be an Incumbent Director if such director was elected to the Board by, or on the recommendation of or with the approval of, at least two-thirds of the directors who then qualified as Incumbent Directors either actually or by prior operation of the foregoing unless such election, recommendation or approval was the result of an actual or threatened election contest of the type contemplated by Rule 14a-11 promulgated under the Exchange Act or any successor provision.

1.5. “Code” shall mean Internal Revenue Code of 1986, as amended.

1.6. “Common Stock” shall mean the common stock of the Company, par value $1.00.

1.7. “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

1.8. “Good Reason” shall mean and shall be deemed to exist if, without the prior express written consent of the Executive, (i) the Executive suffers a demotion in his title or position as it existed on the date of this Agreement; (ii) the Executive suffers a material reduction in his duties, responsibilities or effective authority associated with his titles and positions; (iii) the Executive’s target annual cash compensation (Annual Base Salary plus target bonus percentage) or aggregate benefits are decreased by the Company; (iv) the Company fails to obtain assumption of this Agreement by an acquiror; or (v) the Executive’s primary office location is moved to a location more than 50 miles from its location as of the date hereof. For purposes of this Agreement, any action or inaction shall constitute Good Reason only for the 90 day period from the date on which such action or inaction first occurred. The Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder.

1.9. “Person” shall have the meaning ascribed thereto in Section 3(a)(9) of the Exchange Act, as modified, applied and used in Sections 13(d) and 14(d) thereof; provided, however, a Person shall not include (i) the Company or any Subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its

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subsidiaries (in its capacity as such), (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same character and proportions as their ownership of stock of the Company.

1.10. “Subsidiary” shall mean any subsidiary corporation of the Company within the meaning of Section 424(f) of the Code

2. Severance Payments.

2.1. Change in Control Severance. Upon the termination of the Executive’s employment by the Company without Cause or by the Executive for Good Reason during the two-year period following a Change in Control (a “CIC Termination”), and upon execution of a general release in favor of the Company and substantially in the form attached hereto as Exhibit A (the “Release”) and expiration of any revocation period applicable to the release, the Executive shall be entitled to the payments and benefits set forth in this Section 2.1 and in Section 2.3. In addition, a CIC Termination shall result if the Executive’s employment is terminated prior to a Change in Control and (a) the Executive reasonably demonstrates that the Executive’s employment was terminated without Cause prior to a Change in Control (1) at the request of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control (or who has taken other steps reasonably calculated to effect a Change in Control) or (2) otherwise in connection with or in anticipation of a Change in Control, or (b) the Executive terminates his employment for Good Reason prior to a Change in Control and the Executive reasonably demonstrates that the circumstance(s) or event(s) which constitute such Good Reason occurred (1) at the request of such Person or (2) otherwise in connection with or in anticipation of a Change in Control.

2.1.1. A payment equal to two times the sum of (a) the Executive’s Annual Base Salary and (b) the Executive’s target bonus amount for the year in which any such termination occurs. The payment shall be made in a single lump sum on the date that is six months following the Executive’s CIC Termination.

2.1.2. A lump sum payment equal to the Executive’s target bonus payment under the Company’s management incentive plan times a fraction, the numerator of which is the number of days that have elapsed in the year of the Executive’s CIC Termination and the denominator of which is 365. Such payment shall be made on the date which is six months after the Executive’s CIC Termination.

2.2. Non-Change in Control Severance. Upon the termination of the Executive’s employment by the Company without Cause or by the Executive for Good Reason at any time other than those prescribed in Section 2.1 (a “Non-CIC Termination”), and upon execution of a Release and expiration of any revocation period applicable to the Release, the Executive shall be entitled to the payments and benefits set forth in this Section 2.2 and in Section 2.3.

2.2.1. An amount equal to one times the Executive’s Annual Base Salary. This amount shall be paid 50% on the date that is six months following the Executive’s Non-CIC Termination, and the remaining 50% shall be paid in six substantially equal monthly installments.

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2.2.2. A lump sum payment equal to the Executive’s target bonus payment under the Company’s Management Incentive Plan times a fraction, the numerator of which is the number of days that have elapsed in the year of the Executive’s Non-CIC Termination and the denominator of which is 365. Such payment shall be made on the date which is six months after the Executive’s Non-CIC Termination.

2.3. Additional Severance. In addition to the payments provided for in Section 2.1 and 2.2, upon a CIC Termination or Non-CIC Termination, the following additional provisions shall apply:

2.3.1. Group Medical Coverage. For a twenty-four (24) month period after the Executive’s CIC Termination or a twelve (12) month period after the Executive’s Non-CIC Termination, as applicable, Executive may elect to continue, under the terms prevailing from time to time, group medical and dental coverage for himself and his covered dependents. If Executive elects such coverage, Executive’s share of any group medical and dental premiums will be at the then-prevailing active employee rate. Failure to pay the premium will result in loss of the coverage. Executive agrees and understands that his rights under Code Section 4980B which sets forth certain COBRA continuation coverage requirements will run concurrently with the period of coverage under this Section 2.3.1. Following the period of coverage under this Section 2.3.1, Executive may continue medical and dental coverage for any remaining COBRA period only by electing COBRA coverage and paying the applicable premiums under COBRA. Medical benefits otherwise receivable by the Executive pursuant to this Section 2.3.1 shall be reduced to the extent the Executive obtains comparable coverage under another employer’s plan during the 24-month or 12-month period, as applicable, following the Executive’s termination. The Executive agrees to immediately report such other coverages to the Company.

2.3.2. Group Life Insurance Coverage. For a twenty-four (24) month period, after the Executive’s CIC Termination or a twelve (12) month period after the Executive’s Non-CIC Termination, as applicable, the Company shall continue Executive’s basic life insurance coverage. Executive will be entitled to the life insurance conversion rights required by applicable law.

2.3.3. Outplacement. The Executive shall be entitled to the outplacement assistance set forth in the Company’s executive-level corporate outplacement program.

2.3.4. Vacation. Executive will receive payment for any granted and unused vacation upon termination in accordance with the Company’s policy and applicable law.

2.3.5. Other Benefits. Any supplemental, spouse or child life insurance, accidental death and dismemberment and disability insurance will terminate on the Executive’s date of termination in accordance with the terms of the applicable welfare benefit plan. Qualified retirement plan and savings plan benefits will be subject to the terms of the applicable plan.

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2.3.6. Equity Compensation; Nonqualified Deferred Compensation. All awards of equity compensation and any non-qualified deferred compensation earned by the Executive shall be subject to the provisions of the applicable equity compensation plan, equity award agreement and/or the applicable non-qualified deferred compensation plan.

3. Special Tax Reimbursement.

3.1. If the Executive is liable for the payment of any excise tax (the “Basic Excise Tax”) pursuant to Section 4999 of the Code, or any successor or like provision, with respect to any payment or property transfers received or to be received under this Agreement or otherwise, including, without limitation the acceleration of vesting of any equity compensation awarded to the Executive, the Company shall pay the Executive an amount (the “Special Tax Reimbursement”) which, after payment to the Executive (or on the Executive’s behalf) of any federal, state and local income and employment taxes, including, without limitation, any further excise tax under Section 4999 of the Code, with respect to or resulting from the Special Tax Reimbursement, equals the net amount of the Basic Excise Tax. The Special Tax Reimbursement shall be paid as soon as practicable after the amount is determined and reviewed for accuracy by the Company’s certified public accountants.

4. Restrictive Covenants.

4.1. Non-Competition. During the Executive’s employment and if the Executive’s employment with the Company terminates, for a period of two years following a CIC Termination and for a period of one year following a Voluntary Termination (as defined below), the Executive shall not, directly or indirectly, within or with respect to the United States of America engage, in any business or activity or render any services or provide any advice to any Competing Entity (as defined below), without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed), whether as an employee, consultant, partner, principal, agent, representative, stockholder, director or in any other capacity, if on the effective date of termination of the Executive’s employment with the Company, such Competing Entity develops, manufactures, sells or distributes any product or products that (a) compete with any product or products sold by the Company or any Affiliate thereof (or to the Executive’s knowledge are planned for sale or distribution by the Company or its Affiliates within six (6) months following the effective date of Executive’s termination of employment with the Company) for which the Executive had primary responsibility for any aspect of such product(s) or where the Executive would perform substantially similar employment functions to those performed at the Company, and (b) represent, individually or in the aggregate, twenty (20%) percent or more of such Competing Entity’s annual gross revenues; provided, however, that the Executive’s ownership of not more than 2% of the stock of any publicly-traded corporation shall not be a violation of this Section 4.1. As used herein, “Competing Entity” means any business, person or entity, and any Affiliates thereof, which develops, manufactures, sells and/or distributes products that are competitive with any products developed, manufactured, sold and/or distributed by the Company and any of its Affiliates, and “Voluntary Termination” means the Executive’s termination of his employment with the Company for any reason other than for Good Reason, death or disability (as defined under the Company’s Long Term Disability or other applicable plan, program or policy). The Executive acknowledges and agrees that his skills are such that he can be gainfully employed in noncompetitive employment and that the

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agreement not to compete will in no way prevent him from earning a living. The Executive understands and agrees that the rights and obligations set forth in this Section 4.1 shall survive the termination of this Agreement.

4.2. Non-Solicitation. If the Executive’s employment with the Company terminates due to a CIC Termination, a Non-CIC Termination or a Voluntary Termination, for a period of two years following a CIC Termination, and one year following a Non-CIC Termination or Voluntary Termination, the Executive shall not (except on the Company’s behalf), directly or indirectly, on his own behalf or on behalf of any other person, firm, partnership, corporation or other entity, (A) solicit or service the business of any of the Company’s clients, any of the Company’s former clients which were clients within twelve months prior to the termination of his employment or any of the prospective clients which were being actively solicited by the Company at the time of the termination of his employment or (B) attempt to cause or induce any employee of the Company to leave the Company.

4.3. Non-Disparagement. Executive agrees to refrain from making any statements or comments of a defamatory or disparaging nature to any third party regarding the Company or any of its officers, directors, employees, agents, representatives, affiliates, products or services.

4.4. Company Property; Confidentiality. Upon the Executive’s termination of employment for any reason, the Executive shall return to the Company all documents, manuals, computers, computer programs, diskettes, customer lists, notebooks, reports and other written or graphic materials, including all copies thereof, relating in any way to the Company’s business and prepared by the Executive or obtained by the Executive from the Company, its Affiliates, customers or its suppliers during the course of the Executive’s employment with the Company. Executive agrees to comply with the Company’s confidentiality and non-disclosure policies and agreements with the Company.

4.5. Acknowledgements. The Executive acknowledges and agrees that the restrictions set forth in this Section 4: (a) are critical and necessary to protect the Company’s legitimate business interests (including, without limitation, the protection of its confidential or proprietary information, its good will, and its relationship with its customers, clients, employees, and consultants); (b) are reasonably drawn to this end with respect to duration, scope and otherwise; (c) are not unduly burdensome or injurious to the public interest; and (d) are supported by adequate consideration.

4.6. Injunctive Relief. The Executive acknowledges and agrees that the Company will have no adequate remedy at law, and would be irreparably harmed, if the Executive breaches or threatens to breach any of the provisions of Section 4.1, 4.2, 4.3 or 4.4. The Executive agrees that the Company shall be entitled to equitable and/or injunctive relief to prevent any breach or threatened breach of such Sections, and to specific performance of each of the terms of such Section in addition to any other legal or equitable remedies that the Company may have. The Executive further agrees that the Executive shall not, in any equity proceeding relating to the enforcement of the terms of such Sections, raise the defense that the Company has an adequate remedy at law. The Executive acknowledges and agrees that the restricted periods set forth above in Sections 4.1 and 4.2 shall be tolled during any period in which the Executive is in violation of such Section(s) so that the Company is provided with the full benefit of the restricted period.

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4.7. Special Severability. The terms and provisions of this Article 4 are intended to be separate and divisible provisions and if, for any reason, any one or more of them is held to be invalid or unenforceable, neither the validity nor the enforceability of any other provision of this Agreement shall thereby be affected. It is the intention of the parties to this Agreement that the potential restrictions on the Executive’s future employment imposed by this Article 4 be reasonable in both duration and geographic scope and in all other respects. If for any reason any court of competent jurisdiction shall find any provisions of this Article 4 unreasonable in duration or geographic scope or otherwise, the Executive and the Company agree that the restrictions and prohibitions contained herein shall be effective to the fullest extent allowed under applicable law in such jurisdiction.

5. Entire Agreement; Complete Obligation. Except as otherwise specified in the last sentence of this Section 5, this Agreement contains the entire understanding of the parties with respect to the subject matter herein. There are no restrictions, agreements, promises, warranties, covenants or undertakings between the parties with respect to the subject matter herein other than those expressly set forth herein. This Agreement may not be altered, modified, or amended except by written instrument signed by the parties hereto. Following an Executive’s CIC Termination or Non-CIC Termination, the Executive shall only be entitled to the payments and benefits provided in this Agreement and he shall not be entitled to any other payments or benefits except those required by applicable law or the terms of any employee benefit plan. With respect to a CIC Termination, Non-CIC Termination or Voluntary Termination (but only with respect to Article 4 in the case of a Voluntary Termination), this Agreement supersedes and replaces only the corresponding severance, non-competition and/or termination provisions contained in any employment contract or other agreement that the Executive has entered into with the Company prior to the date hereof and all remaining provisions of any such agreement shall remain in full force and effect.

6. Notice of Termination.

6.1. Any purported CIC Termination or Non-CIC Termination shall be communicated by written “Notice of Termination” from one party hereto to the other party hereto in accordance with Section 8.4 hereof. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment with the Company under the provision so indicated. For purposes of this Agreement, any purported termination not effected in accordance with this Section 6 shall not be considered effective.

6.2. A Notice of Termination for Cause is required to include a copy of a resolution duly adopted by the affirmative vote of a simple majority of the entire membership of the Board at a meeting of the Board, which was called and held for the purpose of considering such termination (which meeting may be a regular meeting of the Board where prior notice of consideration of such termination is given to members of the Board) finding that, in the good faith opinion of the Board, that the Executive engaged in conduct set forth in the definition of Cause herein and specifying the particulars thereof in detail.

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6.3. A Notice of Termination by the Executive for “Good Reason” is required to set forth the provision of this Agreement that the Executive believes constitutes “Good Reason” and specifies the particulars thereof in detail. The Company shall have 30 days after the Notice of Termination is provided to remedy the circumstances that allegedly give rise to “Good Reason.” If the Company rectifies the circumstances that have given rise to “Good Reason,” within 30 days, the Executive’s Notice of Termination shall not be effective and shall be null and void from its inception.

7. Successors; Binding Agreement.

7.1. Successors. This Agreement shall inure to the benefit of and be binding upon the Company and its respective successors and assigns. The Company shall require any successor to all or substantially all of its business and/or assets, whether direct or indirect, by purchase, merger, consolidation, acquisition of stock, or otherwise, by an agreement in form and substance satisfactory to the Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent as the Company would be required to perform if no such succession had taken place.

7.2. Binding Agreement. This Agreement is personal to the Executive and, without the prior express written consent of the Company, shall not be assignable by the Executive. If the Executive shall die while any amount would still be payable to the Executive hereunder (other than amounts which, by their terms, terminate upon the death of the Executive) if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the beneficiary (or beneficiaries) designated by the Executive from time to time in accordance with the procedures for notice set out in Section 8.4; provided, however, that if there shall be no effective designation of beneficiary by the Executive, such amounts shall be paid to the executors, personal representatives or administrators of the Executive’s estate. This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

8. Miscellaneous.

8.1. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, applied without reference to principles of conflict of laws. Both the Executive and the Company agree to appear before and submit exclusively to the jurisdiction of the state and federal courts located nearest to Princeton, New Jersey with respect to any controversy, dispute, or claim arising out of or relating to this Agreement. The Executive agrees to be served by the Company with judicial process via registered or certified mail.

8.2. Amendments. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.

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8.3. Mutual Intent. Both parties participated in the drafting of the Agreement, and the language used in this Agreement is the language chosen by the Executive and the Company to express their mutual intent. Both the Executive and the Company agree that in the event that any language, section, clause, phrase or word used in the Agreement is determined to be ambiguous, no presumption shall arise against or in favor of either party and that no rule of strict construction shall be applied against either party with respect to such ambiguity.

8.4. Notices. All notices and other communications hereunder shall be in writing and shall be given by hand-delivery to the other parties or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

To the Executive:
To the Company:	Jacquelin J. Brova
	Vice President, Human Resources
	Church & Dwight Co., Inc.
	469 N. Harrison Street
	Princeton, NJ 08543

or to such other address as any party shall have furnished to the others in writing in accordance herewith. Notices and communications shall be effective when actually received by the addressee.

8.5. Withholding. The Company may withhold from any amounts payable under this Agreement such federal, state or local income taxes to the extent the same required to be withheld pursuant to any applicable law or regulation.

8.6. Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

8.7. Captions. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect.

8.8. Counterparts. This Agreement may be executed in one or more counterparts each of which shall be deemed an original instrument, but all of which together shall constitute but one and the same Agreement.

8.9. Beneficiaries/References. The beneficiary or beneficiaries designated by the Executive to receive any compensation or benefit payable hereunder following the Executive’s death, shall be those set forth from time to time by the Executive on the beneficiary designation form for the Company’s Deferred Compensation Plan,. In the event of the Executive’s death or a judicial determination of his incompetence, reference in this Agreement to the Executive shall be deemed, where appropriate, to refer to his beneficiary(ies), estate or other legal representative(s).

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8.10. Survivorship. The respective rights and obligations of the parties hereunder shall survive any termination of this Agreement or the Executive’s termination of employment for any reason to the extent necessary to the intended provision of such rights and the intended performance of such obligations.

IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and the Company has caused this Agreement to be executed in its name on its behalf, all as of the day and year first above written.

CHURCH & DWIGHT CO., INC.
By:	/s/
Date: March 31, 2006

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EXHIBIT A

RELEASE AND WAIVER

In consideration of the payments and benefits provided for under the Change in Control and Severance Agreement, which Executive acknowledges are payments and benefits to which Executive is not otherwise entitled, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Executive hereby agrees as follows:

1. Executive hereby agrees on behalf of himself, Executive’s agents, assignees, attorneys, spouse, successors, assigns, heirs and executors, to fully and completely forever release the Company, its Board of Directors, all the Company benefit plans, all the Company benefit committees, and all of its and their respective predecessors and successors, past and/or present officers, directors, partners, members, managing members, managers, employees, agents, representatives, administrators, attorneys, insurers, and fiduciaries in their individual and/or representative capacities (hereinafter collectively referred to as the “Company Releasees”), from any and all causes of action, suits, agreements, promises, damages, disputes, controversies, contentions, differences, judgments, claims, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, variances, trespasses, extents, executions and demands of any kind whatsoever, which Executive or Executive’s heirs, executors, administrators, successors and/or assigns ever had, now have or may claim to have against the Company Releasees or any of them, in law, admiralty or equity, whether known or unknown to Executive, for, upon, or by reason of, any matter, action, omission, course or thing whatsoever, whenever arising from the beginning of time up until the date of Executive’s signature on this Release (such released claims are collectively referred to herein as the “Released Claims”).

2. Notwithstanding the generality of Section 1 above, the Released Claims include, without limitation, and only by way of example: (i) any and all claims arising from or relating to Executive’s employment with any of the Company Releasees, or the termination thereof; (ii) any and all claims under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967 (“ADEA”), the Civil Rights Act of 1971, the Civil Rights Act of 1991, the Fair Labor Standards Act, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, the Family and Medical Leave Act of 1993, the New Jersey Law Against Discrimination, N.J. Stat. § 10:5-1 et seq. (“NJLAD”), the Conscientious Employee Protection Act, N.J. Stat. Ann. § 34:19-1 et seq. (“CEPA”), and any and all other federal, state or local laws, statutes, rules and regulations pertaining to employment or otherwise; (iii) any claims for wrongful discharge, breach of contract, fraud, misrepresentation or any compensation claims, and (iv) any other claims under any statute, rule or regulation or under the common law, including compensatory damages, punitive damages, attorney’s fees, costs, expenses and all claims for any other type of damage or relief.

3. Executive agrees that he will not institute (either individually, with others, or as part of a class), join, or otherwise accept any relief in connection with any lawsuit, in any forum, pleading, raising or asserting any Released Claims against any of the Company Releasees. If Executive breaches this promise, then Executive will reimburse each of the Company Releasees that Executive sues for its reasonable attorneys’ fees and costs incurred in defending against such

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Released Claims. The reimbursement provision governing attorneys’ fees and costs set forth in the immediately preceding sentence shall not apply to any claims brought under the ADEA challenging the validity of the above Release. Executive acknowledges, however, that the above Release applies to all claims he may have under the ADEA, and that, unless the Release is held to be invalid, all of his claims under the ADEA shall be extinguished.

4. Executive is hereby advised to consult with an attorney before executing this Release. Executive represents that he has read carefully and fully understands the terms of this Release. Executive acknowledges that Executive is signing this Release voluntarily and knowingly and that Executive has not relied on any representations, promises or agreements of any kind made to Executive in connection with Executive’s decision to accept the terms of this Release, other than those set forth in this Release. Executive acknowledges that Executive has been given at least twenty-one (21) days to consider whether Executive wants to sign this Release.

5. Executive acknowledges that the Age Discrimination in Employment Act gives Executive the right to revoke this Release within seven (7) days after it is signed by Executive. Executive further acknowledges and understands that Executive will not receive any payments or benefits due Executive under the Change in Control and Severance Agreement before the seven (7) day revocation period under the Age Discrimination in Employment Act (the “Revocation Period”) has passed and then, only if Executive has not revoked this Release. To the extent Executive has executed this Release within less than twenty-one (21) days after its delivery to Executive, Executive hereby acknowledges that Executive’s decision to execute this Release prior to the expiration of such twenty-one (21) day period was entirely voluntary.

IN WITNESS WHEREOF, Executive has hereunto set his/her hand as of the day and year set forth below.

By:	/s/
Date: March 31, 2006

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EX-11

CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES

EXHIBIT 11 - Computation of Earnings Per Share

(In thousands except per share amounts)

	Three Months Ended
	Mar. 31, 2006		Apr. 1, 2005
BASIC:
Net Income	$	39,947	$	37,701
Weighted average shares outstanding		64,478		63,321
Basic earnings per share	$	0.62	$	0.60
DILUTED:
Net Income	$	39,947	$	37,701
After-tax interest cost of convertible debt		921		917
Net Income plus assumed debt conversion	$	40,868	$	38,618
Weighted average shares outstanding		64,478		63,321
Dilutive effect of convertible debt		3,226		3,226
Incremental shares under stock option plans		845		2,455
Adjusted weighted average shares outstanding		68,549		69,002
Diluted earnings per share	$	0.60	$	0.56

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, James R. Craigie, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Church & Dwight Co., Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of any material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on our evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 9, 2006	/s/ James R. Craigie
	James R. Craigie
	Chief Executive Officer

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EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Zvi Eiref, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Church & Dwight Co., Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of any material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on our evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 9, 2006	/s/ Zvi Eiref
	Zvi Eiref
	Chief Financial Officer

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EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

RULE 13a-14(b) UNDER THE SECURITIES EXCHANGE ACT AND

18 U.S.C. SECTION 1350

I, James R. Craigie, Chief Executive Officer of Church & Dwight Co., Inc. (the “Company”), hereby certify that, based on my knowledge:

1. The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:	/s/ James R. Craigie
	James R. Craigie
	Chief Executive Officer
Dated: May 9, 2006

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EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

RULE 13a-14(b) UNDER THE SECURITIES EXCHANGE ACT AND

18 U.S.C. SECTION 1350

I, Zvi Eiref, Vice President, Finance of Church & Dwight Co., Inc. (the “Company”), hereby certify that, based on my knowledge:

1. The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:	/s/ Zvi Eiref
	Zvi Eiref
	Chief Financial Officer
Dated: May 9, 2006

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