CHURCH & DWIGHT CO INC /DE/ (Form: 10-Q, Received: 08/07/2007 14:10:27)

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 June 29, 2007

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 August 2, 2007, there were 65,903,738 shares of Common Stock outstanding.

TABLE OF CONTENTS

PART I


Item		Page

1.	Financial Statements	3

2.	Management’s Discussion and Analysis	20

3.	Quantitative and Qualitative Disclosure About Market Risk	26

4.	Controls and Procedures	26

PART II

1.	Legal Proceedings	27

1A.	Risk Factors	27

6.	Exhibits	28

PART I - FINANCIAL INFORMATION

ITEM 1: FINANCIAL STATEMENTS

CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)


	Three Months Ended						Six Months Ended
*(Dollars in thousands, except per share data)*	June 29, 2007			June 30, 2006			June 29, 2007			June 30, 2006
Net Sales	$	546,472		$	458,584		$	1,060,807		$	900,975
Cost of sales		329,779			273,791			644,238			547,190

Gross Profit		216,693			184,793			416,569			353,785
Marketing expense		66,102			54,230			111,954			87,554
Selling, general and administrative expenses		74,041			63,907			145,922			127,255

Income from Operations		76,550			66,656			158,693			138,976
Equity in earnings of affiliates		1,760			1,740			4,020			3,400
Investment earnings		1,520			1,155			3,153			2,497
Other income (expense), net		523			299			109			2,519
Interest expense		(14,216	)		(11,535	)		(29,417	)		(22,824	)

Income before minority interest and income taxes		66,137			58,315			136,558			124,568
Minority interest		(7	)		3			(12	)		3

Income before income taxes		66,144			58,312			136,570			124,565
Income taxes		25,611			21,906			50,938			48,212

Net Income	$	40,533		$	36,406		$	85,632		$	76,353

Weighted average shares outstanding - Basic		65,804			64,702			65,687			64,590
Weighted average shares outstanding - Diluted		70,322			68,768			70,179			68,673
Net income per share - Basic	$	0.62		$	0.56		$	1.30		$	1.18
Net income per share - Diluted	$	0.59		$	0.54		$	1.25		$	1.14
Dividends Per Share	$	0.07		$	0.06		$	0.14		$	0.12

See Notes to Condensed Consolidated Financial Statements.

CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


*(Dollars in thousands, except share and per share data)*	June 29, 2007			December 31, 2006
Assets
Current Assets
Cash and cash equivalents	$	106,887		$	110,476
Accounts receivable, less allowances of $3,535 and $2,258		245,348			231,403
Inventories		211,504			194,900
Deferred income taxes		6,542			9,410
Note receivable – current		1,263			—
Net assets held for sale		3,413			—
Prepaid expenses		13,627			9,881

Total Current Assets		588,584			556,070
Property, Plant and Equipment (Net)		344,009			340,484
Note Receivable		3,683			5,226
Equity Investment in Affiliates		10,814			10,394
Long-term Supply Contracts		2,913			3,307
Tradenames and Other Intangibles		673,551			679,287
Goodwill		688,279			686,301
Other Assets		63,402			53,085

Total Assets	$	2,375,235		$	2,334,154

Liabilities and Stockholders’ Equity
Current Liabilities
Short-term borrowings	$	116,727		$	102,267
Accounts payable and accrued expenses		261,140			290,546
Current portion of long-term debt		33,665			38,144
Income taxes payable		3,359			13,447

Total Current Liabilities		414,891			444,404
Long-term Debt		724,246			792,925
Deferred Income Taxes		142,047			134,269
Other Long Term Liabilities		70,528			46,763
Pension, Postretirement and Postemployment Benefits		50,235			51,639
Minority Interest		200			317

Total Liabilities		1,402,147			1,470,317

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		107,921			90,399
Retained earnings		819,031			740,130
Accumulated other comprehensive income		21,281			12,153

		1,018,224			912,673
Common stock in treasury, at cost:
4,116,304 shares in 2007 and 4,630,388 shares in 2006		(45,136	)		(48,836	)

Total Stockholders’ Equity		973,088			863,837

Total Liabilities and Stockholders’ Equity	$	2,375,235		$	2,334,154

See Notes to Condensed Consolidated Financial Statements.

CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

(Unaudited)


	Six Months Ended
*(Dollars in thousands)*	June 29, 2007			June 30, 2006
Cash Flow From Operating Activities
Net Income	$	85,632		$	76,353
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		29,033			24,923
Equity in earnings of affiliates		(4,020	)		(3,400	)
Distributions from unconsolidated affiliates		3,224			3,024
Deferred income taxes		12,442			7,061
Asset impairment charges and other asset write-offs		1,264			3,987
Non cash compensation expense		6,450			4,904
Unrealized foreign exchange gain		(848	)		(3,320	)
Other		101			3
Change in assets and liabilities:
Accounts receivable		(10,510	)		(19,611	)
Inventories		(14,850	)		(32,874	)
Prepaid expenses		(3,508	)		(412	)
Accounts payable and accrued expenses		(30,855	)		(26,454	)
Income taxes payable		6,679			(2,449	)
Excess tax benefit on stock options exercised		(5,039	)		(3,784	)
Other liabilities		(57	)		622

Net Cash Provided By Operating Activities		75,138			28,573

Cash Flow From Investing Activities
Additions to property, plant and equipment		(25,395	)		(21,189	)
Acquisitions (net of cash acquired)		(208	)		(7,521	)
Return of capital from equity affiliates		400			100
Proceeds from note receivable		—			1,150
Contingent acquisition payments		(692	)		(1,013	)
Other		(137	)		(1,430	)

Net Cash Used In Investing Activities		(26,032	)		(29,903	)

Cash Flow From Financing Activities
Long-term debt repayment		(73,158	)		(19,582	)
Short-term debt borrowings - net		16,385			3,012
Bank overdrafts		(1,956	)		(2,985	)
Proceeds from stock options exercised		8,500			6,146
Excess tax benefit on stock options exercised		5,039			3,784
Payment of cash dividends		(9,191	)		(7,751	)
Deferred financing costs		—			(69	)

Net Cash Used In Financing Activities		(54,381	)		(17,445	)
Effect of exchange rate changes on cash and cash equivalents		1,686			2,284

Net Change in Cash and Cash Equivalents		(3,589	)		(16,491	)
Cash and Cash Equivalents at Beginning Of Period		110,476			126,678

Cash and Cash Equivalents at End Of Period	$	106,887		$	110,187

See Notes to Condensed Consolidated Financial Statements.

CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW-CONTINUED

(Unaudited)

SUPPLEMENTAL CASH FLOW INFORMATION


	Six Months Ended
*(Dollars in thousands)*	June 29, 2007		June 30, 2006
Cash paid during the six months for:
Interest (net of amounts capitalized)	$	28,169	$	22,372

Income taxes	$	30,551	$	44,086

Supplemental disclosure of non-cash investing activities:
Property, plant and equipment expenditures included in Accounts Payable	$	850	$	844

CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

For the Six Months Ended June 29, 2007

(Unaudited)


	Number of Shares			Amounts
*(in thousands)*	Common Stock	Treasury Stock		Common Stock		Treasury Stock			Additional Paid-In Capital		Retained Earnings			Accumulated Other Comprehensive Income (Loss)		Compre- hensive Income
December 31, 2006	69,991	(4,630	)	$	69,991	$	(48,836	)	$	90,399	$	740,130		$	12,153
Net income	—	—			—		—			—		85,632			—	$	85,632
Translation adjustments	—	—			—		—			—		—			9,045		9,045
Interest rate agreements (net of taxes)															83		83

Comprehensive income	—	—			—		—			—		—			—	$	94,760

FIN No. 48 adoption adjustment	—	—			—		—			—		2,460			—
Cash dividends	—	—			—		—			—		(9,191	)		—
Stock based compensation expense and stock option plan transactions (including tax benefit)	—	509			—		3,662			16,970		—			—
Other stock issuances	—	5			—		38			552		—			—

June 29, 2007	69,991	(4,116	)	$	69,991	$	(45,136	)	$	107,921	$	819,031		$	21,281

See Notes to Condensed Consolidated Financial Statements.

CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation

The condensed consolidated balance sheet as of June 29, 2007, the condensed consolidated statements of income for the three and six months ended June 29, 2007 and June 30, 2006, and the consolidated statements of cash flow and stockholders’ equity statement for the six months ended June 29, 2007 have been prepared by the Company. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position at June 29, 2007 and results of operations and cash flow 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. These condensed consolidated financial statements should 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, 2006. The results of operations for the periods ended June 29, 2007 are not necessarily indicative of the operating results for the full year.

The Company’s fiscal year begins on January 1st 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. Certain subsidiaries operating outside of North America are included for periods beginning and ending one month prior to the period presented.

The Company incurred research & development expenses in the second quarter of 2007 and 2006 of $11.3 million and $10.7 million, respectively. The Company incurred research & development expenses in the first six months of 2007 and 2006 of $21.6 million and $20.1 million, respectively. These expenses are included in selling, general and administrative expenses.

2. Recently Adopted Accounting Pronouncement

On July 13, 2006, the Financial Accounting Standards Board (“FASB”) issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – An Interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an entity’s financial statements in accordance with Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes” and prescribes a recognition threshold and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on a tax return. Under FIN 48, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position should not be recognized if it has less than a 50% likelihood of being sustained. Additionally, FIN 48 provides guidance on derecognition, declassification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006.

The Company adopted the provisions of FIN 48 on January 1, 2007. The total amount of unrecognized tax benefits as of the date of adoption was $18.5 million, which was recorded in other long-term liabilities. As a result of the implementation of FIN 48, the Company recognized an $8.3 million increase in the liability for unrecognized tax benefits which was accounted for as follows:


*(In millions)*
Increase in net deferred tax assets	$	9.6
Increase in noncurrent receivables		2.4
Increase in retained earnings (cumulative effect)		(2.5	)
Increase in noncurrent accrued interest payables		(1.2	)

Increase in liability for unrecognized tax benefits	$	8.3

Included in the balance of unrecognized tax benefits at January 1, 2007, is $6.9 million of tax benefits that, if recognized, would affect the effective tax rate. The Company does not anticipate that total unrecognized tax benefits will significantly change due to the settlement of audits and the expiration of statutes of limitations within the next twelve months.

The Company is subject to U.S. federal income tax as well as the income tax in multiple state and foreign jurisdictions. All U.S. federal income tax examinations of the Company for the years through 2003 have been effectively concluded. Presently, the Company has not been contacted by the Internal Revenue Service for an examination of its income tax returns subsequent to this date. Substantially all material state, local and foreign income tax matters have been effectively concluded for years through 2000.

CHURCH & DWIGHT CO., INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Company changed its policy for recording interest on certain unrecognized tax benefits from tax expense to interest expense. During the six months ended June 29, 2007, the Company recognized approximately $0.4 million in interest and $0.9 million in tax expenses associated with uncertain tax positions.

3. Inventories consist of the following:


*(In thousands)*	June 29, 2007		December 31, 2006
Raw materials and supplies	$	55,316	$	48,193
Work in process		11,912		10,706
Finished goods		144,276		136,001

	$	211,504	$	194,900

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


*(In thousands)*	June 29, 2007		December 31, 2006
Land	$	11,189	$	13,463
Buildings and improvements		143,726		143,503
Machinery and equipment		420,020		399,730
Office equipment and other assets		38,239		38,254
Software		31,863		28,479
Mineral rights		1,375		1,241
Construction in progress		14,488		14,100

		660,900		638,770
Less accumulated depreciation and amortization		316,891		298,286

Net Property, Plant and Equipment	$	344,009	$	340,484

Depreciation and amortization of property, plant and equipment amounted to $9.2 million and $8.9 million for the three months ended June 29, 2007 and June 30, 2006, respectively. Depreciation and amortization of property, plant and equipment amounted to $18.6 million and $17.9 million for the six months ended June 29, 2007 and June 30, 2006, respectively. Interest charges in the amount of $0.2 million and $0.2 million were capitalized in connection with construction projects for the three months ended June 29, 2007 and June 30, 2006, respectively. Interest charges in the amount of $0.4 million and $0.3 million were capitalized in connection with construction projects for the six months ended June 29, 2007 and June 30, 2006, respectively. See Note 14 for changes to property, plant and equipment due to net assets held for sale in Canada.

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		Six Months Ended
*(In thousands)*	June 29, 2007	June 30, 2006	June 29, 2007	June 30, 2006
Basic	65,804	64,702	65,687	64,590
Dilutive effect of stock options	1,289	837	1,264	855
Dilutive effect of convertible debentures	3,229	3,229	3,228	3,228

Diluted	70,322	68,768	70,179	68,673

Anti-dilutive stock options outstanding - not included in the calculation of earnings per share	556	69	632	70

CHURCH & DWIGHT CO., INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

6. Stock-Based Compensation

A summary of option activity during the six months ended June 29, 2007 is as follows:


	Options (000)		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term	Aggregate Intrinsic Value ($000)
Outstanding at January 1, 2007	4,579		$	25.61
Granted	604			49.05
Exercised	(509	)		16.70
Cancelled	(22	)		33.70

Outstanding at June 29, 2007	4,652		$	29.56	6.5	$	88,277

Exercisable at June 29, 2007	2,432		$	21.09	4.6	$	66,568

During the first quarter of 2007, the Company amended its stock option plan to provide that in the event a participant in the plan voluntarily terminates employment or is involuntarily terminated, without cause, and on the date of termination, such employee is at least 55 years old with 5 years of service, with combined age and years of service equal to or greater than 65, then any stock options held by such employee, granted after the date of the amendment, may be exercised by such employee within a period of three (3) years from the date of such termination of employment or, if earlier, the date such stock options otherwise would have expired provided that the options have vested before the expiration date. To receive this treatment of stock options, a participant will be required to execute a separation agreement, including non-compete, non-solicitation, confidentiality and non-disparagement provisions in a form acceptable to the Company and provide the Company with 120 days notice of the date of a voluntary termination. This change impacted the Company’s second quarter 2007 grant by accelerating expense into the current quarter by approximately $0.9 million.

The total intrinsic value of options exercised during the second quarter of 2007 and 2006 was approximately $3.2 million and $5.4 million, respectively. The total intrinsic value of options exercised during the first six months of 2007 and 2006 was $15.5 million and $10.6 million, respectively. There were no modifications made to any options outstanding as of the date of the amendment described above. Stock compensation expense in the second quarter of 2007 was $3.4 million as compared to $2.8 million in the same period of 2006. Stock compensation expense related to stock options in the first six months of 2007 was $6.2 million as compared to $4.8 million in the same period of 2006. Stock compensation expense related to restricted shares was $0.2 million in the first six months of 2007 as compared to $0.1 million in the same period of 2006.

During the second quarter of 2007 and 2006, the Company issued approximately 0.6 million and 0.8 million stock options at an average fair value of $16.85 and $13.43 per share, respectively, based upon the Black Scholes option pricing model. Key assumptions used for the second quarter of 2007 and 2006, respectively, were: expected life 6.2 years and 6.4 years, expected volatility 25.0% and 30.4%, risk-free interest rate 5.1% and 5.1%, dividend yield 0.6% and 0.7%. The Company determined the option’s life based on historical exercise behavior and determined the option’s 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.

7. Acquisitions

Orange Glo International, Inc.

On August 7, 2006, the Company acquired substantially all of the net assets of Orange Glo International, Inc. (the business represented by these assets is referred to as the “OGI business”), including laundry and cleaning products such as OXICLEAN, a premium-priced laundry pre-wash additive, KABOOM bathroom cleaner and ORANGE GLO household cleaner. The purchase price was $325.4 million, plus fees of approximately $4.6 million, which was financed through a $250.0 million addition to the Company’s existing bank credit facility and available cash. Assets acquired at the purchase date include intellectual property, permits, contracts, equipment, and books and records. The Company has finalized the valuation of the OGI business in the second quarter of 2007. The Company has completed the order processing, logistics and accounting phases of integrating the business and will transfer the manufacturing of certain products to its existing plants by December 31, 2007.

CHURCH & DWIGHT CO., INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

8. Goodwill and Other Intangible Assets

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


	June 29, 2007							December 31, 2006
*(In thousands)*	Gross Carrying Amount		Accumulated Amortization			Net		Gross Carrying Amount		Accumulated Amortization			Net
Amortizable intangible assets:
Tradenames	$	106,948	$	(27,609	)	$	79,339	$	86,606	$	(24,000	)	$	62,606
Customer Relationships		131,366		(9,934	)		121,432		130,526		(6,087	)		124,439
Patents/Formulas		27,220		(10,235	)		16,985		27,220		(8,653	)		18,567
Non Compete Agreement		1,143		(639	)		504		1,143		(583	)		560

Total	$	266,677	$	(48,417	)	$	218,260	$	245,495	$	(39,323	)	$	206,172

Unamortizable intangible assets-carrying value
Tradenames	$	455,291						$	473,115

Intangible amortization expense amounted to $4.5 million for the second quarter of 2007 and $2.9 million for the same period of 2006. Intangible amortization expense amounted to $9.0 million for the first six months of 2007 and $5.8 million for the same period of 2006. The Company’s estimated intangible amortization expense will be approximately $18.8 million in each of 2008 and 2009, approximately $17.7 million in 2010 and 2011, and approximately $17.2 million in 2012.

As a result of an impairment test performed during the fourth quarter of 2006, the Company reassessed the estimated lives of certain Consumer Domestic personal care tradenames and determined that they should be re-characterized from indefinite lived to finite lived assets. The carrying values of these tradenames as of December 31, 2006 was approximately $20.1 million and are being amortized over lives ranging from 3-15 years starting January 1, 2007.

The changes in the carrying amount of goodwill for the six months ended June 29, 2007 are as follows:


*(In thousands)*	Consumer Domestic		Consumer International		Specialty		Total
Balance December 31, 2006	$	630,489	$	33,224	$	22,588	$	686,301
Goodwill associated with the OGI acquisition (1)		1,346		—		—		1,346
Additional Unilever contingent consideration		632		—		—		632

Balance June 29, 2007	$	632,467	$	33,224	$	22,588	$	688,279

(1)	Changes in the carrying amount of goodwill associated with the OGI acquisition primarily reflect adjustments to the purchase price allocation.

The Company performed its annual goodwill impairment test during the second quarter of 2007 and no adjustments were required.

CHURCH & DWIGHT CO., INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

9. Short-term Borrowings and Long-Term Debt

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


*(In thousands)*	June 29, 2007		December 31, 2006
Short-term borrowings
Securitization of accounts receivable due in April 2008	$	115,000	$	100,000
Various debt due to Brazilian banks		1,704		288
Bank overdraft debt		23		1,979

Total short-term borrowings	$	116,727	$	102,267

Long-term debt
Tranche A term loan facility	$	211,533	$	253,141
Incremental tranche A term loan facility		196,379	$	227,928
Amount due 2007 $ 16,833
Amount due 2008 $ 33,665
Amount due 2009 $ 57,129
Amount due 2010 $149,814
Amount due 2011 $ 66,310
Amount due 2012 $ 84,161
Convertible debentures due on August 15, 2033		99,999		100,000
Senior subordinated notes (6%) due December 22, 2012		250,000		250,000

Total long-term debt		757,911		831,069
Less: current maturities		33,665		38,144

Net long-term debt	$	724,246	$	792,925

The long-term debt principal payments required to be made are as follows:
*(In thousands)*
Due by June 30, 2008	$	33,665
Due by June 30, 2009		45,397
Due by June 30, 2010		98,190
Due by June 30, 2011		105,693
Due by June 30, 2012		96,914
Due July 1, 2013 and subsequent		378,052

	$	757,911

During the second quarter and six month period of 2007, the Company paid approximately $33.7 million and $73.2 million of its Tranche A term loan, of which $25.0 million and $55.0 million were voluntary payments, respectively.

During the first quarter of 2007, securitization of accounts receivable was increased by $15.0 million in response to the accounts receivable activity generated from the OGI business. The proceeds from this transaction were used to pay down the Company’s long term debt, as the interest rates under the accounts receivable securitization facility are more favorable than those under the Company’s long term debt.

In April 2007, the accounts receivable securitization facility was renewed with similar terms to the facility previously in place and with a new maturity date of April 2008.

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 and six months ended June 29, 2007 and June 30, 2006:


	Three Months Ended				Six Months Ended
*(In thousands)*	June 29, 2007		June 30, 2006		June 29, 2007		June 30, 2006
Net Income	$	40,533	$	36,406	$	85,632	$	76,353
Other Comprehensive Income, Net of Tax:
Foreign Exchange Translation Adjustments		7,993		8,202		9,045		9,987
Interest Rate Hedge Agreements		156		—		83		—

Comprehensive Income	$	48,682	$	44,608	$	94,760	$	86,340

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 and six months ended June 29, 2007 and June 30, 2006.


	Pension Costs Three Months Ended						Pension Costs Six Months Ended
*(In thousands)*	June 29, 2007			June 30, 2006			June 29, 2007			June 30, 2006
Components of Net Periodic Benefit Cost:
Service cost	$	722		$	599		$	1,348		$	1,163
Interest cost		1,858			1,688			3,566			3,322
Expected return on plan assets		(2,021	)		(1,651	)		(3,877	)		(3,245	)
Amortization of prior service cost		4			—			7			—
Recognized actuarial loss		52			23			103			46

Net periodic benefit cost	$	615		$	659		$	1,147		$	1,286


	Postretirement Costs Three Months Ended						Postretirement Costs Six Months Ended
*(In thousands)*	June 29, 2007			June 30, 2006			June 29, 2007			June 30, 2006
Components of Net Periodic Benefit Cost:
Service cost	$	197		$	130		$	379		$	258
Interest cost		367			302			721			602
Amortization of prior service cost		9			20			19			41
Recognized actuarial loss		6			5			11			9

Net periodic benefit cost	$	579		$	457		$	1,130		$	910

The Company made cash contributions of approximately $4.5 million to its pension plans during the first six months of 2007. The Company estimates it will be required to make total cash contributions to its pension plans of approximately $9.1 million in 2007.

12. Commitments, contingencies and guarantees

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. The Company is not engaged in any other material transactions with the partnership or the Company’s partner.

CHURCH & DWIGHT CO., INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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. 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 which was accrued for in 2005, but did not grant the Company’s request for new trial. Subsequent to the court’s ruling, the Company and the plaintiff each appealed the ruling. The New Jersey Superior Court, Appellate Division heard oral arguments on the appeal on December 6, 2006. In March 2007, the appeals court affirmed the lower court’s verdict. The Company chose not to appeal the decision of the appeals court and, on April 11, 2007, paid $10.4 million, including accrued interest, to settle this litigation.

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 issued non-binding draft guidance concerning the labeling of condoms in general and those with N-9 in particular. The Company filed a response recommending alternative labeling to the FDA. While awaiting further FDA guidance, the Company implemented an interim label statement change cautioning against rectal use and more-than-once-a-day vaginal use of condoms with N-9 and launched a public information campaign to communicate these messages to the affected communities. The Company believes that its present labeling for condoms with N-9 is compliant with the overall objectives of the FDA’s 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. 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 costs from obsolete products, packaging or raw materials, and sales of condoms could decline, which, in turn, could decrease the Company’s operating income.

The Company has commitments to acquire approximately $93.0 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.

The Company has $7.2 million of outstanding letters of credit drawn on several banks which guarantee payment for such things as finished goods inventory, insurance claims and one year of rent on a warehouse in the event of the Company’s insolvency.

In connection with the Company’s acquisition of Unilever’s oral care brands in the United States and Canada in October 2003, 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 acquisition. The Company made cash payments of $0.7 million, and accrued a payment of $0.3 million in the first six months of 2007. The payment and accrual were accounted for as additional purchase price. The Company has paid approximately $7.4 million, exclusive of the $0.3 million accrual, in additional performance-based payments since the acquisition.

During the fourth quarter of 2006, the Company sold its Chicago plant at a price equivalent to the plant’s net book value. In conjunction with the sale, the Company entered into a seven year supply agreement with the purchaser for production of powder detergent at the plant. The supply agreement guarantees the purchaser a minimum annual production volume. If the annual production volume falls below the minimum, the Company is obligated to pay a shortfall penalty. This penalty is capped at $2.0 million over the life of the contract. As a result, the Company recorded a $1.3 million charge in the fourth quarter of 2006 which equates to the net present value of this penalty as the Company believes it is probable that it will not meet the minimum production levels in each year of the contract. The Company has accrued approximately $0.1 million of applicable interest expense in 2007.

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 ultimate liability arising from these actions will not have a material adverse effect on its financial position.

CHURCH & DWIGHT CO., INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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 the business operated by the former USA Detergents’ executives, also known as USA Detergents (“USAD)”. The Company has been supplying USAD with certain laundry and cleaning products at cost plus a mark-up, and USAD had the exclusive rights to sell these products in Canada. In addition, the Company leases office and laboratory space to USAD under a separate agreement.

On June 2, 2006, the Company reacquired from USAD the distribution rights to Xtra laundry detergent and Nice N’ Fluffy liquid fabric softener in Canada for $7.0 million and agreed to make an addition performance based payment of a maximum of $2.5 million based upon Canadian sales of these products during the one year period following the closing date. Based on the performance of the business, no additional payments were required.

During the six months ended June 29, 2007 and June 30, 2006, the Company sold $3.2 and $8.9 million, respectively, of laundry and cleaning products to USAD. Furthermore, the Company billed USAD $0.2 million for leased space in the first six months of 2006. As of June 29, 2007 and June 30, 2006, the Company had outstanding gross accounts receivable from USAD of $2.6 and $2.7 million, respectively.

For the six months ended June 29, 2007 and June 30, 2006, the Company invoiced Armand Products Company (“Armand)”, which is 50% owned by the Company, $0.8 and $0.8 million, respectively, for administration and management oversight services (which was recorded as a reduction of selling, general and administrative expenses). Sales of Armand products to the Company over the same periods were $4.2 and $5.3 million, respectively. As of June 29, 2007 and June 20, 2006, the Company had outstanding accounts receivable from Armand of $1.3 and $1.4 million, respectively. Also, the Company had outstanding accounts payable to Armand of $0.8 and $1.2 million as of June 29, 2007 and June 30, 2006, respectively.

For the six months ended June 29, 2007 and June 30, 2006, the Company invoiced The ArmaKleen Company, (“ArmaKleen”), which is 50% owned by the Company, $1.5 and $1.4 million, respectively, for administration and management oversight services (which was recorded as a reduction of selling, general and administrative expenses). Sales of inventory to ArmaKleen over the same periods were $2.7 and $2.5 million, respectively. As of June 29, 2007 and June 30, 2006, the Company had outstanding accounts receivable from ArmaKleen of $1.1 and $0.8 million, respectively.

14. Net Assets Held for Sale

On March 2, 2007, the Company signed an agreement to sell certain property owned by its Canadian subsidiary that has a net book value of $3.4 million. The Company expects to receive $6.4 million for the property, net of costs to sell. This amount will be allocated to the Consumer International segment. The Company anticipates closing on the sale of this property in the third quarter of 2007.

15. 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”). The Company also has a Corporate segment.

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 had 50 percent ownership interests in Armand, ArmaKleen and Esseco U.K. LLP (“Esseco”) as of June 29, 2007. Since the Company did not control these entities as of June 29, 2007, they were accounted for under the equity method in the consolidated financial statements of the Company. The equity earnings of Armand, ArmaKleen and Esseco are included in the Corporate segment.

CHURCH & DWIGHT CO., INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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 set forth below. The domestic results of operations for the OGI business are included in the Consumer Domestic segment. The results of operations for the OGI business’ foreign operations are included in the Consumer International segment.

Segment sales and income before taxes and minority interest for the three and six month period ended June 29, 2007, and June 30, 2006, were as follows:


*(in thousands)*	Consumer Domestic		Consumer International		SPD		Corporate		Total
Net Sales
Second Quarter 2007	$	386,239	$	98,892	$	61,341	$	—	$	546,472
Second Quarter 2006	$	321,031	$	82,510	$	55,043	$	—	$	458,584
Year to Date 2007	$	758,597	$	183,107	$	119,103	$	—	$	1,060,807
Year to Date 2006	$	635,066	$	155,313	$	110,596	$	—	$	900,975
Income before Minority Interest and Income Taxes ⁽¹⁾
Second Quarter 2007	$	48,257	$	10,999	$	5,121	$	1,760	$	66,137
Second Quarter 2006	$	46,659	$	5,850	$	4,066	$	1,740	$	58,315
Year to Date 2007	$	101,356	$	21,534	$	9,648	$	4,020	$	136,558
Year to Date 2006	$	99,979	$	13,081	$	8,108	$	3,400	$	124,568

(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 Corporate segment income consists of earnings in equity affiliates.

The following table discloses product line revenues from external customers for the three and six months ended June 29, 2007 and June 30, 2006.


	Three Months Ended				Six Months Ended
*(In thousands)*	June 29, 2007		June 30, 2006		June 29, 2007		June 30, 2006
Household Products	$	247,706	$	177,846	$	486,608	$	361,666
Personal Care Products		138,533		143,185		271,989		273,400

Total Consumer Domestic		386,239		321,031		758,597		635,066
Total Consumer International		98,892		82,510		183,107		155,313
Total SPD		61,341		55,043		119,103		110,596

Total Consolidated Net Sales	$	546,472	$	458,584	$	1,060,807	$	900,975

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

CHURCH & DWIGHT CO., INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Supplemental Financial Information of Guarantor and Non-Guarantor Operations

The Company’s 6% senior subordinated notes are fully and unconditionally guaranteed by Church & Dwight Co., Inc. and certain domestic subsidiaries of the Company on a joint and several basis. The following information is presented in response to Item 3-10 of Regulation S-X, promulgated by the Securities and Exchange Commission.

Supplemental information for the condensed consolidated balance sheets at June 29, 2007 and December 31, 2006, and the condensed consolidated income statements for the three and six months ended June 29, 2007 and June 30, 2006, and condensed consolidated statements of cash flows for the six months ended June 29, 2007 and June 30, 2006 are summarized as follows (amounts in thousands):

Statements of Income


	For the Three Months Ended June 29, 2007
	Company And Guarantor		Non- Guarantor Subsidiaries		Eliminations (Total inter- company sales)			Total Consolidated
Net sales	$	480,179	$	111,637	$	(45,344	)	$	546,472
Gross profit		167,721		48,972		—			216,693
Income before taxes		51,507		14,637		—			66,144
Net Income		32,983		7,550		—			40,533

	For the Three Months Ended June 30, 2006
	Company And Guarantor		Non- Guarantor Subsidiaries		Eliminations (Total inter- company sales)			Total Consolidated
Net sales	$	405,056	$	94,269	$	(40,741	)	$	458,584
Gross profit		144,842		39,951		—			184,793
Income before taxes		51,078		7,234		—			58,312
Net Income		31,441		4,965		—			36,406

	For the Six Months Ended June 29, 2007
	Company And Guarantor		Non- Guarantor Subsidiaries		Eliminations (Total inter- company sales)			Total Consolidated
Net sales	$	938,239	$	210,474	$	(87,906	)	$	1,060,807
Gross profit		326,967		89,602		—			416,569
Income before taxes		105,665		30,905		—			136,570
Net Income		67,432		18,200		—			85,632

	For the Six Months Ended June 30, 2006
	Company And Guarantor		Non- Guarantor Subsidiaries		Eliminations (Total inter- company sales)			Total Consolidated
Net sales	$	803,021	$	180,298	$	(82,344	)	$	900,975
Gross profit		281,032		72,753		—			353,785
Income before taxes		108,946		15,619		—			124,565
Net Income		65,074		11,279		—			76,353

CHURCH & DWIGHT CO., INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Consolidated Balance Sheet


	June 29, 2007
	Company And Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations			Total Consolidated
Total Current Assets	$	206,877	$	381,707	$	—		$	588,584
Other Assets		2,019,583		101,996		(334,928	)	$	1,786,651

Total Assets	$	2,226,460	$	483,703	$	(334,928	)	$	2,375,235

Liabilities and Stockholders’ Equity
Total Current Liabilities	$	185,620	$	259,432	$	(30,161	)	$	414,891
Other Liabilities		950,728		36,528		—			987,256
Total Stockholders’ Equity		1,090,112		187,743		(304,767	)		973,088

Total Liabilities and Stockholders' Equity	$	2,226,460	$	483,703	$	(334,928	)	$	2,375,235


	December 31, 2006
	Company And Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations			Total Consolidated
Total Current Assets	$	210,781	$	358,968	$	(13,679	)	$	556,070
Other Assets		2,011,686		112,373		(345,975	)		1,778,084

Total Assets	$	2,222,467	$	471,341	$	(359,654	)	$	2,334,154

Liabilities and Stockholders’ Equity
Total Current Liabilities	$	224,022	$	263,417	$	(43,035	)	$	444,404
Other Liabilities		990,340		35,573		—			1,025,913
Total Stockholders’ Equity		1,008,105		172,351		(316,619	)		863,837

Total Liabilities and Stockholders’ Equity	$	2,222,467	$	471,341	$	(359,654	)	$	2,334,154

CHURCH & DWIGHT CO., INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


	For the Six Months Ended June 29, 2007
	Company and Guarantor			Non- Guarantor Subsidiaries			Total Consolidated
Net Cash Provided by (Used in) Operating Activities	$	87,394		$	(12,256	)	$	75,138
Net Cash Used in Investing Activities		(21,432	)		(4,600	)		(26,032	)
Net Cash (Used in) Provided by Financing Activities		(70,766	)		16,385			(54,381	)
Effect of exchange rate changes on cash and cash equivalents		—			1,686			1,686

Net Change In Cash & Cash Equivalents		(4,804	)		1,215			(3,589	)
Cash and Cash Equivalents at Beginning of Year		56,093			54,383			110,476

Cash and Cash Equivalents at End of Period	$	51,289		$	55,598		$	106,887


	For the Six Months Ended June 30, 2006
	Company and Guarantor			Non- Guarantor Subsidiaries			Total Consolidated
Net Cash Provided by (Used in) Operating Activities	$	38,791		$	(10,218	)	$	28,573
Net Cash Used in Investing Activities		(28,833	)		(1,070	)		(29,903	)
Net Cash (Used in) Provided by Financing Activities		(25,000	)		7,555			(17,445	)
Effect of exchange rate changes on cash and cash equivalents		—			2,284			2,284

Net Change In Cash & Cash Equivalents		(15,042	)		(1,449	)		(16,491	)
Cash and Cash Equivalents at Beginning of Year		65,920			60,758			126,678

Cash and Cash Equivalents at End of Period	$	50,878		$	59,309		$	110,187

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS

Results of Operations

Consolidated Results

Net Sales

Net Sales for the quarter ended June 29, 2007 were $546.5 million, $87.9 million or approximately 19% above last year’s second quarter. The increase is largely due to the business acquired by the Company from Orange Glo International, Inc. during the third quarter of 2006 (the “OGI business”). The OGI business accounted for approximately 13% of the increase in net sales and foreign exchange rates accounted for 1%. The balance of the increase is a result of unit volume increases partially offset by higher trade promotion expenses.

Net Sales for the six months ended June 29, 2007 were $1,060.8 million, $159.8 million or approximately 18% above last year’s comparable six month period. The increase is largely due to the impact of the OGI business and the SPINBRUSH toothbrush business, which collectively accounted for 15% of the increase in net sales and foreign exchange rates accounted for 1% of the increase. The balance of the increase is a result of unit volume increases partially offset by higher trade promotion and slotting expenses. Following the acquisition of the SPINBRUSH business and during the transition period prior to April 1, 2006, the seller of the SPINBRUSH business maintained responsibility for sales and other functions in the U.S., Canada and the U.K.; therefore, the Company accounted for the net cash received as other revenue. The Company assumed responsibility for all SPINBRUSH functions in the U.S., Canada and the U.K. on April 1, 2006, and has recognized the gross amount of sales and expenses from the SPINBRUSH business for the U.S. and foreign locations since that date.

Operating Costs

The Company’s gross profit was $216.7 million during the quarter ended June 29, 2007, a $31.9 million increase as compared to the same period in 2006. The Company’s gross margin decreased 60 basis points to 39.7%. Gross profit reflects the impact of the OGI business and higher sales volume, partially offset by higher trade promotion expenses. The decrease in gross margin is principally due to lower prior year trade spending in connection with the introduction of price increases in April 2006 on several household products. The decrease was partially offset by the higher margins of the acquired OGI business, and cost reduction programs which serve to offset continuing price increases for resins, corrugated paper, and certain other raw materials. For the six month period, gross profit increased $62.8 million to $416.6 million. Gross margin remained the same at 39.3% for the first six months of both 2007 and 2006. The reasons for the gross profit increase are the same as those described above with respect to the second quarter of 2007.

Marketing expenses in the second quarter of 2007 were $66.1 million, an increase of $11.9 million as compared to the same period last year. This increase is primarily due to expenses in support of the OGI business product lines and an increase in expenses for certain household products. Marketing expenses for the six months ended June 29, 2007 were $112.0 million, an increase of $24.4 million as compared to the first six months of the prior year. The increase principally was due to support for acquired businesses, and an increase in expenses for certain personal care products.

Selling, general and administrative expenses (“SG&A”) of $74.0 million in the second quarter of 2007 increased $10.1 million or 15.9% as compared to the first six months of last year. The increase primarily is due to costs associated with the OGI business (including amortization expense), higher selling expenses in support of higher sales, higher stock-based compensation expense, the effect of foreign exchange rates and an increase in legal expenses. SG&A in the second quarter of 2006 included the impact of a $0.9 million intangible asset impairment charge. SG&A expenses for the first six months of 2007 were $145.9 million, an increase of $18.7 million as compared to the same period in 2006. The reasons for the increase are the same as those described above with respect to the second quarter of 2007. Partially offsetting this increase were intangible asset impairment charges of $2.7 million during the first half of 2006.

Other Income and Expenses

Equity in earnings of affiliates of $1.8 million was approximately the same in the second quarter of 2007 as in the same period in 2006. For the six months ended June 29, 2007, equity in earnings of affiliates was $4.0 million as compared to $3.4 million for the same period in 2006. The increase is due to the inclusion of the Esseco joint venture and improved profitability of Armand Products due to higher sales and lower manufacturing costs.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS (Continued)

Other income/expense in 2007 consists primarily of foreign exchange gains. For the six month period ended June 29, 2007, other income/expense was $0.1 million as compared to $2.5 million for the same period in 2006. Other income/expenses in 2006 included 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.

Interest expense in the three and six month periods ended June 29, 2007 increased $2.7 million and $6.6 million, respectively, as compared to the same respective periods in 2006, as a result of the increase in debt to fund the OGI business acquisition and higher interest rates. Investment earnings increased $0.4 million for the second quarter of 2007 and $0.7 million for the first six months of 2007 as a result of higher interest rates and higher cash available for investment.

Taxation

The effective tax rate for the first six months of 2007 was 37.3% as compared to 38.7% for the same period last year. The current year includes a charge of $2.2 million, resulting in a 100% valuation allowance for tax assets for one of the Company’s foreign subsidiaries. The effective tax rate for the first six months of 2006 was negatively affected by approximately $2.3 million as a result of the expiration of the research and development tax credit on December 31, 2005, which was reinstated in the fourth quarter of 2006.

Segment results


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

The Company had 50 percent ownership interests in Armand Products Company (“Armand”), The ArmaKleen Company (“Armakleen”), and Esseco U.K. LLP (“Esseco”) as of June 29, 2007. Since the Company did not control these entities as of June 29, 2007, they were accounted for under the equity method in the consolidated financial statements of the Company. The equity earnings of Armand, ArmaKleen and Esseco are included in the Corporate segment.

The domestic results of operations for the OGI business are included in the Consumer Domestic segment. The results of operations for the OGI business’ foreign operations are included in the Consumer International segment.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS (Continued)

Segment sales and income before taxes and minority interest for the three and six month period ended June 29, 2007, and June 30, 2006, were as follows:


*(in thousands)*	Consumer Domestic		Consumer International		SPD		Corporate		Total
Net Sales
Second Quarter 2007	$	386,239	$	98,892	$	61,341	$	—	$	546,472
Second Quarter 2006	$	321,031	$	82,510	$	55,043	$	—	$	458,584
Year to Date 2007	$	758,597	$	183,107	$	119,103	$	—	$	1,060,807
Year to Date 2006	$	635,066	$	155,313	$	110,596	$	—	$	900,975
Income before Minority Interest and Income Taxes ⁽¹⁾
Second Quarter 2007	$	48,257	$	10,999	$	5,121	$	1,760	$	66,137
Second Quarter 2006	$	46,659	$	5,850	$	4,066	$	1,740	$	58,315
Year to Date 2007	$	101,356	$	21,534	$	9,648	$	4,020	$	136,558
Year to Date 2006	$	99,979	$	13,081	$	8,108	$	3,400	$	124,568

(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 Corporate segment income consists of earnings in equity affiliates.

Product line revenues for external customers for the three and six months ended June 29, 2007, and June 30, 2006, were as follows:


	Three Months Ended				Six Months Ended
*(In thousands)*	June 29, 2007		June 30, 2006		June 29, 2007		June 30, 2006
Household Products	$	247,706	$	177,846	$	486,608	$	361,666
Personal Care Products		138,533		143,185		271,989		273,400

Total Consumer Domestic		386,239		321,031		758,597		635,066
Total Consumer International		98,892		82,510		183,107		155,313
Total SPD		61,341		55,043		119,103		110,596

Total Consolidated Net Sales	$	546,472	$	458,584	$	1,060,807	$	900,975

Consumer Domestic

Consumer Domestic net sales in the second quarter of 2007 were $386.2 million, a $65.2 million or approximately 20% increase as compared to the second quarter of 2006. Of the increase, approximately 17% is due to the addition of the OGI business and the balance is due to higher unit volumes, partially offset by increased trade and consumer promotion expenses. Sales of ARM & HAMMER liquid laundry detergent, ARM & HAMMER SUPER SCOOP cat litter, XTRA liquid laundry detergent, TROJAN condoms, ARM & HAMMER Dental Care and SPINBRUSH, were all higher than last year’s second quarter. These increases were partially offset by higher slotting expenses primarily in support of new product launches as well as lower other toothpaste and antiperspirant sales.

Net Sales for the six months ended June 29, 2007, were $758.6 million, an increase of $123.5 million or approximately 19% compared to net sales during last year’s first six month period. The increase is primarily due to the OGI business acquisition. Higher unit volumes were partially offset by increased trade and consumer promotion expenses.

Consumer Domestic Income before Minority Interest and Income Taxes for the second quarter of 2007 was $48.3 million, a $1.6 million increase as compared to the second quarter of 2006, and for the six month period ended June 29, 2007 was $101.4 million, an increase of $1.4 million as compared to the same period of 2006. Profits resulting from the OGI business and contributions from the SPINBRUSH business were offset by higher marketing costs on pre-existing products, higher SG&A expenses, and higher interest expenses resulting from the OGI acquisition.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS (Continued)

Consumer International

Consumer International net sales were $98.9 million in the second quarter of 2007, an increase of $16.4 million or 20% as compared to the second quarter of 2006. Of the increase, approximately 6% is associated with the OGI and SPINBRUSH acquisitions, 7% is associated with favorable foreign exchange rates and the balance is associated with higher sales of oral care and depilatory products in the U.K., skin care products in Australia, and personal care and household products in Canada.

Consumer International net sales in the first six months of 2007 were $183.1 million, an increase of $27.8 million, or approximately 18%, as compared to the same period in 2006. Of the increase, approximately 6% is associated with the OGI and SPINBRUSH acquisitions, 6% is associated with favorable foreign exchange rates and the balance is associated with higher sales of oral care and depilatory products in the U.K., skin care products in Australia, and personal care products in Canada.

Consumer International Income before Minority Interest and Income Taxes was $11.0 million in the second quarter of 2007, a $5.1 million increase as compared to the second quarter of 2006, and for the first six months of 2007 was $21.5 million, an $8.5 million increase as compared to the first six months of 2006. The increase is a result of higher profits associated with sales in the U.K., Canada and Australia, and the contribution from the OGI business. In addition, in the first six months of 2006, the Company incurred intangible asset impairment charges of $2.3 million.

Specialty Products (SPD)

Specialty Products net sales were $61.3 million in the second quarter of 2007, an increase of $6.3 million or 11.4% as compared to the second quarter of 2006. Specialty Products sales grew 11% due to higher unit volumes in animal nutrition and both higher unit volumes and improved pricing in specialty chemicals.

Specialty Products net sales were $119.1 million for the six months ended June 29, 2007, an increase of $8.5 million, or 7.7% as compared to the same six month period in 2006. The reason for the increase is the same as that described with respect to the second quarter of 2007.

Specialty Products Income before Minority Interest and Income Taxes was $5.1 million in the second quarter of 2007, an increase of $1.1 million as compared to the second quarter of 2006, and was $9.6 million for the six months ended June 29, 2007, an increase of $1.6 million as compared to the first six months in 2006. The increase is principally the result of profits on higher net sales, partially offset by higher raw material costs for certain animal nutrition and specialty chemical products.

Liquidity and Capital Resources

Net Debt

The Company had outstanding total debt of $874.6 million and cash of $106.9 million (of which approximately $52.2 million resides in foreign subsidiaries) at June 29, 2007. Total debt less cash (“net debt”) was $767.7 million at June 29, 2007. This compares to total debt of $933.3 million and cash of $110.5 million, resulting in net debt of $822.8 million at December 31, 2006.

The Company entered into two cash flow hedge agreements, one effective as of September 29, 2006, and the other effective as of December 29, 2006, to reduce the impact of interest rate fluctuations on its Tranche A term loan debt. Each hedge covers $100.0 million of zero-cost collars for 5 and 3 years, respectively, with a cap of 6.50% and a floor of 3.57%. There was no income statement impact as a result of these agreements as all changes in the hedging options’ fair value are recorded in Accumulated Other Comprehensive Income on the balance sheet.


	Six Months Ended
Cash Flow Analysis *(In thousands)*	June 29, 2007			June 30, 2006
Net Cash Provided by Operating Activities	$	75,138		$	28,573
Net Cash Used in Investing Activities		(26,032	)		(29,903	)
Net Cash Used in Financing Activities		(54,381	)		(17,445	)

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS (Continued)

Net Cash Provided by Operating Activities – The Company’s net cash provided by operations in the first six months of 2007 increased $46.6 million to $75.1 million as compared to the same period in 2006. The increase was primarily due to higher net income, an increase in non cash expenses and increases in income taxes payable that were offset by other working capital changes. The Company anticipates its forecasted cash from operations will be sufficient to meet its capital expenditure program costs, pay its dividends at current rates and meet its mandatory debt repayment schedule.

For the six months ending June 29, 2007, the components of working capital that significantly impacted operating cash flow are as follows:

Accounts receivable increased $10.5 million due to increases at certain foreign subsidiaries as a result of seasonality of certain products and business growth.

Inventories increased $14.9 million primarily in support of higher anticipated sales and SPINBRUSH inventories, due to an initial increase to support the year-end holiday season, and higher inventories as part of the OGI business manufacturing transition from contract manufacturers.

Accounts payable and other accrued expenses decreased $30.9 million primarily due to payments associated with incentive compensation and profit sharing plans, the $10.4 million litigation settlement described in paragraph b of Note 12 to the consolidated financial statements included in this report, and the timing of payments related to increased payables at December 31, 2006.

Net Cash Used in Investing Activities – Net cash used in investing activities during the first six months of 2007 was $26.0 million, reflecting $25.4 million of additions for property, plant and equipment.

Net Cash Used in Financing Activities – Net cash used in financing activities during the first six months of 2007 was $54.4 million. This reflects voluntary and mandatory payments on the Tranche A term loan of $73.2 million and the payment of cash dividends of $9.2 million. Offsetting these transactions were an increase of $15.0 million in short-term borrowings related to the Company’s accounts receivable securitization facility (which was used to make voluntary Tranche A term loan payments), and proceeds of and tax benefits from stock option exercises of $13.6 million.

Adjusted EBITDA is a required component of the financial covenants contained in the Company’s primary credit facility. 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 $187.3 million for the first half of 2007. The leverage ratio (total debt to Adjusted EBITDA) for the 12 months ended June 29, 2007 was 2.47 which is below the maximum of 3.75 permitted under the agreement, and the interest coverage ratio (Adjusted EBITDA to total interest expense) for the twelve months ended June 29, 2007 was 5.78 which is above the minimum of 3.0 permitted under the agreement. This credit facility is secured by the assets of Church & Dwight Co., Inc. 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 six months ended June 29, 2007 is as follows (in millions):


Net Cash Provided by Operating Activities	$	75.1
Interest Expense		29.4
Current Portion Of Income Tax Provision		38.6
Tax Benefit On Stock Options Exercised		5.0
Change in Working Capital and Other Liabilities		53.1
Investment Income		(3.2	)
Litigation settlement (see Note 12)		(10.4	)
Other		(0.3	)

Adjusted EBITDA (per loan agreement)	$	187.3

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS (Continued)

Recent Accounting Pronouncements


*(In millions)*
Increase in net deferred tax assets	$	9.6
Increase in noncurrent receivables		2.4
Increase in retained earnings (cumulative effect)		(2.5	)
Increase in noncurrent accrued interest payables		(1.2	)

Increase in liability for unrecognized tax benefits	$	8.3

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Interest Rate Risk

The Company has short and long-term debt that are floating rate obligations. If the floating rate were to change by 100 basis points from the June 29, 2007 level, annual interest expense associated with the floating rate debt would be affected by approximately $5.2 million.

Foreign Currency

The Company is subject to exposure from fluctuations in foreign currency exchange rates, primarily U.S. Dollar/Euro, U.S. Dollar/British Pound, U.S. Dollar/Canadian Dollar, U.S. Dollar/Mexican Peso, U.S. Dollar/Australian Dollar and U.S. Dollar/Brazilian Real.

The Company is also subject to foreign exchange translation exposure as a result of its foreign operations. A 10% change in the exchange rates for the U.S. Dollar to the currencies noted above at June 29, 2007, would affect currency gain or loss by approximately $2.0 million.

ITEM 4.

CONTROLS AND PROCEDURES

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 the Company’s 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.

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 and advertising spending, research and development spending and the effect of the SPINBRUSH and OGI business acquisitions and the operational transition of these businesses with the Company. These statements represent the intentions, plans, expectations and beliefs of the Company, 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, the integration of the OGI business and the effect on marketing spending of product introduction timelines. 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 the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2006, including the information 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.

PART II - OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

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

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, 2006, which could materially affect our business, financial condition or future results.

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)		Church & Dwight Co., Inc. Stock Award Plan, as amended through February 22, 2007.

(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.

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: August 7, 2007				/s/ Matthew T. Farrell
				MATTHEW T. FARRELL
				CHIEF FINANCIAL OFFICER

DATE: August 7, 2007				/s/ Steven J. Katz
				STEVEN J. KATZ
				VICE PRESIDENT AND CONTROLLER
				(PRINCIPAL ACCOUNTING OFFICER)

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)		Church & Dwight Co., Inc. Stock Award Plan, as amended through February 22, 2007.

(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.

EXHIBIT 10

CHURCH & DWIGHT CO., INC.

STOCK AWARD PLAN

MAY 8, 2003

SECTION 1. PURPOSE

The purpose of the Church & Dwight Co., Inc. Stock Award Plan (formerly known as the Church & Dwight Co., Inc. 1998 Stock Option Plan) (the “Plan”) is to enhance the profitability and value of the Company and its Affiliates for the benefit of their stockholders by enabling the Company to offer Key Employees of the Company and its Affiliates stock based incentives in the Company, thereby creating a means to raise the level of stock ownership by employees in order to attract, retain and reward such individuals and strengthen the mutuality of interests between such individuals and the Company’s stockholders. The Plan is effective as of the date set forth in Section 13.

SECTION 2. DEFINITIONS

For purposes of the Plan, the following terms shall have the following meanings:

2.1 “Affiliate” shall mean, other than the Company, (i) any corporation in an unbroken chain of corporations beginning with the Company, or in the event the Company is a subsidiary within the meaning of Code Section 424(f), beginning with the Company’s parent within the meaning of Code Section 424(e), 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 Committee as an Affiliate under the Plan, in which the Company or any of its Affiliates has a material equity interest.

2.2 “Award” shall mean an award of a Stock Option, Stock Award, SAR or Performance Unit under the Plan.

2.3 “Board” shall mean the Board of Directors of the Company.

2.4 “Code” shall mean the Internal Revenue Code of 1986, as amended. Any reference to any section of the Code shall also be a reference to any successor provision.

2.5 “Committee” shall mean a committee or subcommittee of the Board appointed from time to time by the Board, which committee or subcommittee shall be intended to consist of two (2) or more non-employee directors, each of whom shall be, to the extent

required by Rule 16b-3 a “non-employee director” as defined in Rule 16b-3 and, to the extent required by Section 162(m) of the Code, an “outside director” as defined under Section 162(m) of the Code. Notwithstanding the foregoing, if and to the extent that no Committee exists which has the authority to administer the Plan, the functions of the Committee shall be exercised by the Board. If for any reason the appointed Committee does not meet the requirements of Rule 16b-3 or Section 162(m) of the Code, such noncompliance with the requirements of Rule 16b-3 or Section 162(m) of the Code shall not affect the validity of the awards, grants, interpretations or other actions of the Committee.

2.6 “Common Stock” shall mean, subject to Section 4 hereof, the common stock, $1.00 par value per share, of the Company.

2.7 “Company” shall mean Church & Dwight Co., Inc., a Delaware corporation, and its successors and assigns.

2.8 “Effective Date” shall mean the effective date of the Plan as defined in Section 13.

2.9 “Eligible Employees” shall mean the Key Employees of the Company and its Affiliates who are eligible pursuant to Section 5 to be granted Awards under the Plan. Notwithstanding the foregoing, with respect to the grant of Incentive Stock Options, Eligible Employees shall mean the Key Employees of the Company, its Subsidiaries and its parent (within the meaning of Code Section 424(e)) who are eligible pursuant to Section 5.2 to be granted Stock Options under the Plan.

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

2.11 “Fair Market Value” for purposes of the Plan, unless otherwise required by any applicable provision of the Code or any regulations issued thereunder, shall mean, as of any date, the average of the high and low sales price reported for the Common Stock on the applicable date (i) as reported on the principal national securities exchange on which it is then traded or the NASDAQ Stock Market, Inc. or (ii) if not traded on any such national securities exchange or the NASDAQ Stock Market, Inc., as quoted on an automated quotation system sponsored by the National Association of Securities Dealers. If the Common Stock is not readily tradable on a national securities exchange, the NASDAQ Stock Market, Inc., or any other automated quotation system sponsored by the National Association of Securities Dealers, its Fair Market Value shall be set in good faith by the Committee. For purposes of the grant of any Award, the applicable date shall be the date on which the Award is granted or, if the sale of the Common Stock shall not have been reported or quoted on such date, on the first day prior thereto on which the sale of the Common Stock was reported or quoted.

2.12 “Incentive Stock Option” shall mean any Stock Option awarded under the Plan intended to be and designated as an “incentive stock option” within the meaning of Section 422 of the Code.

2.13 “Key Employee” shall mean an executive officer, senior manager or other key employee who contributes significantly to the overall performance of the Company and its Subsidiaries or other Affiliates.

2.14 “Non-Qualified Stock Option” shall mean any Stock Option awarded under the Plan that is not an Incentive Stock Option.

2.15 “Participant” shall mean any Eligible Employee of the Company or its Affiliates who has been granted an Award pursuant to the Plan.

2.16 “Performance Unit” shall mean any award of performance units granted pursuant to Section 9.

2.17 “Rule 16b-3” shall mean Rule 16b-3 under Section 16(b) of the Exchange Act as then in effect or any successor provisions.

2.18 “SAR” shall mean any award of stock appreciation rights granted pursuant to Section 8.

2.19 “Section 162(m) of the Code” shall mean the exception for performance-based compensation under Section 162(m) of the Code and any Treasury regulations thereunder.

2.20 “Stock Award” shall mean any award of shares of Common Stock, deferred stock units or other stock-based award granted pursuant to Section 7.

2.21 “Stock Option” or “Option” shall mean any Option to purchase shares of Common Stock granted to Eligible Employees pursuant to Section 6.

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

2.23 “Ten Percent Stockholder” shall mean a person owning stock of the Company possessing more than 10% of the total combined voting power of all classes of stock of the Company or its Subsidiaries or its parent corporations as defined in Section 424(e) of the Code.

2.24 “Transfer” or “Transferred” shall mean anticipate, alienate, attach, sell, assign, pledge, encumber, charge or otherwise transfer.

SECTION 3. ADMINISTRATION

3.1 The Committee. The Plan shall be administered and interpreted by the Committee.

3.2 Awards. The Committee shall have full authority to grant Awards to Eligible Employees pursuant to the terms of the Plan and to otherwise administer the Plan. In particular, the Committee shall have the authority:

(a) to select the Eligible Employees to whom Awards may from time to time be granted hereunder;

(b) to determine whether and to what extent Awards are to be granted hereunder to one or more Eligible Employees;

(c) to determine, in accordance with the terms of the Plan, the type of Award and the number of shares of Common Stock to be covered by each Award granted to an Eligible Employee;

(d) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder to an Eligible Employee (including, but not limited to, the exercise price or purchase price (if any), any restrictions or limitations, any vesting schedule or acceleration thereof, or any forfeiture restrictions or waiver thereof, and the shares of Common Stock relating thereto), based on such factors, if any, as the Committee shall determine, in its sole discretion;

(e) to determine whether and under what circumstances an Award may be settled in cash and/or Common Stock;

(f) to modify, extend or renew an Award, subject to Section 12.1 hereof, provided however, that if a Stock Option is modified, extended or renewed and thereby deemed to be the issuance of a new Stock Option under the Code or the applicable accounting rules, the exercise price of such Stock Option may continue to be the original exercise price even if less than the Fair Market Value of the Common Stock at the time of such modification, extension or renewal; and

(g) to offer to buy out an Award previously granted, based on such terms and conditions as the Committee shall establish and communicate to the Participant at the time such offer is made.

3.3 Guidelines. Subject to Section 12 hereof, the Committee shall have the authority to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan and perform all acts, including the delegation of its administrative responsibilities, as it shall, from time to time, deem advisable; to construe and interpret the terms and provisions of the Plan and any Award issued under the Plan (and any agreements relating thereto); and to otherwise supervise the administration of the Plan. The Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any agreement relating thereto in the manner and to the extent it shall deem necessary to carry the Plan into effect, but only to the extent any such action would be permitted under the applicable provisions of both Rule 16b-3 and

Section 162(m) of the Code (if applicable). The Committee may adopt special guidelines and provisions for persons who are residing in, or subject to the taxes of, countries other than the United States to comply with applicable tax and securities laws. To the extent applicable, the Plan is intended to comply with the applicable requirements of Rule 16b-3 and section 162(m) of the Code and shall be limited, construed and interpreted in a manner so as to comply therewith.

3.4 Decisions Final. Any decision, interpretation or other action made or taken in good faith by or at the direction of the Company, the Board, or the Committee (or any of its members) arising out of or in connection with the Plan shall be within the absolute discretion of the Company, the Board or the Committee, as the case may be, and shall be final, binding and conclusive on the Company and all employees and Participants and their respective heirs, executors, administrators, successors, and assigns.

3.5 Reliance on Counsel. The Company, the Board or the Committee may consult with legal counsel, who may be counsel for the Company or other counsel, with respect to its obligations, or duties hereunder, or with respect to any action or proceeding or any question of law, and shall not be liable with respect to any action taken or omitted by it in good faith pursuant to the advice of such counsel.

3.6 Procedures. If the Committee is appointed, the Board may, but need not, designate one of the members of the Committee as chairman and the Committee shall hold meetings, subject to the By-Laws of the Company, at such times and places including, without limitation, by telephone conference or by written consent, as the Committee shall deem advisable. A majority of the Committee shall be made by a majority of its members. Any decision or determination reduced to writing and signed by all the Committee members in accordance with the By-Laws of the Company shall be fully as effective as if it had been made by a vote at a meeting duly called and held. The Committee may keep minutes of its meetings and may make such rules and regulations for the conduct of its business, as it shall deem advisable.

3.7 Designation of Consultants/Liability.

(a) The Committee may designate employees of the Company and professional advisors to assist the Committee in the administration of the Plan and may grant authority to employees to execute agreements or other documents on behalf of the Committee.

(b) The Committee may employ such legal counsel, consultants and agents as it may deem desirable for the administration of the Plan and may rely upon any opinion received from any such counsel or consultant and any computation received from any such consultant or agent. Expenses incurred by the Committee or Board in the engagement of any such counsel, consultant or agent shall be paid by the Company. The Committee, its members and any person designated pursuant to paragraph (a) above shall not be liable for any action or determination made in good faith with respect to the Plan. To the maximum extent permitted by

applicable law, no officer of the Company or member or former member of the Committee or of the Board shall be liable for any action or determination made in good faith with respect to the Plan or any Awards granted under it. To the maximum extent permitted by applicable laws and the Restated Certificate of Incorporation and By-Laws of the Company and to the extent not covered by insurance, each officer and member or former member of the Committee or of the Board shall be indemnified and held harmless by the Company against any cost or expense (including reasonable fees of counsel reasonably acceptable to the Company) or liability (including any sum paid in settlement of a claim with the approval of the Company), and advanced amounts necessary to pay the foregoing at the earliest time and to the fullest extent permitted, arising out of any act or omission to act in connection with the Plan, except to the extent arising out of such officer’s, member’s or former member’s own fraud or bad faith. Such indemnification shall be in addition to any rights of indemnification the officers, directors or member or former officers, directors or members may have under applicable law or under the Restated Certificate of Incorporation or By-Laws of the Company or Affiliate. Notwithstanding anything else herein, this indemnification will not apply to the actions or determinations made by an individual with regard to Awards granted to him under the Plan.

SECTION 4. SHARES AND OTHER LIMITATIONS

4.1 Shares.

(a) General Limitation. The aggregate number of shares of Common Stock which may be issued under the Plan shall not exceed six million (6,000,000) shares (subject to any increase or decrease pursuant to section 4.2), which may be either authorized and unissued Common Stock or Common Stock held in or acquired for the treasury of the Company or both. If any Award granted under the Plan expires, terminates or is canceled for any reason without having been exercised or paid in full, the number of shares of Common Stock underlying the unexercised or unpaid Award shall again be available under the Plan. In addition, in determining the number of shares of Common Stock available for awards other than awards of Incentive Stock Options, if Common Stock has been exchanged by a Participant as full or partial payment to the Company, or for withholding, in connection with an Award or the number of shares of Common Stock otherwise deliverable has been reduced for withholding payment for an Award, the number of shares of Common Stock exchanged as payment in connection with the exercise or for withholding or reduced shall again be available under the Plan. Any shares of Common Stock that are issued by the Company for, and any Awards that are granted through the assumption of or in substitution for, outstanding awards previously granted by an acquired entity shall not be counted against the shares of Common Stock available for issuance under the Plan other than with regard to determining the number of shares available for Incentive Stock Options.

(b) Individual Participant Limitations. The maximum number of shares of Common Stock subject to Awards which may be granted under the Plan to each Participant during each calendar year during the term of the Plan shall not exceed three hundred thousand (300,000) shares (subject to any increase or decrease pursuant to Section 4.2). To the extent the shares of Common Stock for which Awards are permitted to be granted to a Participant pursuant to this section 4.1(b) during a calendar year are not covered by a grant of an Award to a Participant issued in such calendar year, such shares of Common Stock shall automatically increase the number of shares available for grant of Awards to such Participant in the subsequent calendar year during the term of the Plan.

4.2 Changes.

(a) The existence of the Plan and the Awards granted hereunder shall not affect in any way the right or power of the Board or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, any merger or consolidation of the Company or Affiliates, any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting Common Stock, the authorization or issuance of additional shares of Common Stock, the dissolution or liquidation of the Company or Affiliates, any sale or transfer of all or part of its assets or business or any other corporate act or proceeding.

(b) In the event of any change in the capital structure or business of the Company by reason of any stock dividend or extraordinary dividend, stock split or reverse stock split, recapitalization, reorganization, merger, consolidation, split-up, combination or exchange of shares, non-cash distributions with respect to its outstanding Common Stock or capital stock other than Common Stock, reclassification of its capital stock, any sale or transfer of all or part of the Company’s assets or business, or any similar change affecting the Company’s capital structure or business and the Committee determines in good faith that an adjustment is necessary or appropriate under the Plan to prevent substantial dilution or enlargement of the rights granted to, or available for, Participants under the Plan or as otherwise necessary to reflect the change, then the aggregate number and kind of shares which thereafter may be issued under the Plan, the number and kind of shares or other property (including cash) to be issued upon exercise or payment of an outstanding Award granted under the Plan and the purchase or exercise price thereof shall be appropriately adjusted consistent with such change in such manner as the Committee may deem equitable to prevent substantial dilution or enlargement of the rights granted to, or available for, Participants under the Plan or as otherwise necessary to reflect the change, and any such adjustment determined by the Committee in good faith shall be binding and conclusive on the Company and all Participants and employees and their respective heirs, executor, administrators, successors and assigns.

(c) Fractional shares of Common Stock resulting from any adjustment in Awards pursuant to Section 4.2(a) or (b) shall be aggregated until, and eliminated at, the time of exercise or payment. No fractional shares of Common Stock shall be issued under the Plan. The Committee may, in its sole discretion, pay cash in lieu of any fractional shares of Common Stock in settlement of Awards under the Plan. Notice of any adjustment shall be given by the Committee to each Participant whose Award has been adjusted and such adjustment (whether or not such notice is given) shall be effective and binding for all purposes of the Plan.

4.3 Purchase Price. Notwithstanding any provision of the Plan to the contrary, if authorized but previously unissued shares of Common Stock are issued under the Plan, such shares shall not be issued for a consideration which is less than par value.

SECTION 5. ELIGIBILITY

5.1 Non-Qualified Stock Options. All Key Employees of the Company and its Affiliates are eligible to be granted Non-Qualified Stock Options under the Plan. Eligibility under the Plan shall be determined by the Committee in its sole discretion.

5.2 Incentive Stock Options. All Key Employees of the Company, its Subsidiaries and its parent (within the meaning of Code Section 424(e)) are eligible to be granted Incentive Stock Options under the Plan. Eligibility under the Plan shall be determined by the Committee in its sole discretion.

5.3 Stock Awards, SARs and Performance Units. All Key Employees of the Company and its Affiliates are eligible to be granted Stock Awards, SARs and Performance Units under the Plan. Eligibility under the Plan shall be determined by the Committee in its sole discretion.

SECTION 6. STOCK OPTION GRANTS

6.1 Options. Stock Options granted hereunder shall be one of two types: (i) an Incentive Stock Option intended to satisfy the requirements of Section 422 of the Code or (ii) a Non-Qualified Stock Option.

6.2 Grants. The Committee shall have the authority to grant to any Eligible Employee one or more Incentive Stock Options, Non-Qualified Stock Options, or both types of Stock Options. To the extent that any Stock Option does not qualify as an Incentive Stock Option (whether because of its provisions or the time or manner of its exercise or otherwise), such Stock Option or the portion thereof which does not so qualify shall constitute a separate Non-Qualified Stock Option.

6.3 Terms of Options. Options granted under the Plan shall be subject to the following terms and conditions, shall be subject to Section 3.2 hereof and the other provisions of this Plan, and shall be in such form and contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Committee shall deem desirable:

(a) Option Price. The option price per share of Common Stock subject to an Incentive Stock Option shall be determined by the Committee at the time of grant, but shall not be less than 100% of the Fair Market Value of a share of Common Stock at the time of grant; provided, however, that if an Incentive Stock Option is granted to a Ten Percent Stockholder, the purchase price shall be no less than 110% of the Fair Market Value of the Common Stock. Except as provided in Section 16.7(f), the purchase price of shares of Common Stock subject to a Non-Qualified Stock Option shall be determined by the Committee but shall not be less than 100% of the Fair Market Value of a share of Common Stock at the time of grant.

(b) Option Term. The term of each Stock Option shall be fixed by the Committee, but no Stock Option shall be exercisable more than ten (10) years after the date the Option is granted, provided, however, the term of an Incentive Stock Option granted to a Ten Percent Stockholder may not exceed five (5) years.

SECTION 7. STOCK AWARDS

7.1 Grant of Stock Awards. The Committee may issue shares of Common Stock to a Key Employee under a Stock Award, upon such terms as the Committee deems appropriate. Shares of Common Stock issued pursuant to Stock Awards may be issued subject to restrictions or no restrictions, as determined by the Committee. The Committee may, but shall not be required to, establish conditions under which restrictions on Stock Awards shall lapse over a period of time or according to such other criteria as the Committee deems appropriate, including restrictions based upon the achievement of specific performance goals. The Committee shall determine the number of shares of Company Stock to be issued pursuant to a Stock Award and any conditions applicable to such shares.

7.2 Requirement of Employment. If a Participant ceases to be employed by the Company and its Affiliates during a period designated in the grant instrument as the restriction period, or if other specified conditions are not met, the Stock Award shall terminate as to all shares covered by the grant as to which the restrictions have not lapsed, and those shares of Common Stock must be immediately returned to the Company. The Committee may, however, provide for complete or partial exceptions to this requirement as it deems appropriate.

7.3 Restrictions on Transfer and Legend on Stock Certificate. During the restriction period, a Participant may not sell, assign, transfer, pledge or otherwise dispose of the shares of a Stock Award except to a successor under Section 11. Each certificate for a share issued pursuant to a Stock Award shall contain a legend giving appropriate notice of the restrictions in the grant. The Participant shall be entitled to have the legend removed from the stock certificate covering the shares when all restrictions on such

shares have lapsed. The Committee may determine that the Company will not issue certificates for Stock Awards until all restrictions on such shares have lapsed, or that the Company will retain possession of certificates for shares until all restrictions on such shares have lapsed.

7.4 Right to Vote and to Receive Dividends. Unless the Committee determines otherwise, during the restriction period, the Participant shall have the right to vote shares that have been issued to a Participant pursuant to a Stock Award and to receive any dividends or other distributions paid on such shares, subject to any restrictions deemed appropriate by the Committee.

7.5 Lapse of Restrictions. All restrictions imposed on shares issued to a Participant pursuant to a Stock Award shall lapse upon the expiration of the applicable restriction period and the satisfaction of all conditions imposed by the Committee. The Committee may determine, as to any or all Stock Awards, that the restrictions shall lapse without regard to any restriction period.

7.6 Deferred Stock Units and Other Stock-Based Awards. The Committee may grant Stock Awards in the form of deferred stock units and other stock-based awards, on terms established by the Committee. Deferred stock units and other stock-based awards shall give the Participant the right to receive the value of shares of Common Stock at such time and on such terms as the Committee shall determine. Deferred stock units and other stock-based awards may be paid in cash or in shares of Common Stock, or in a combination of the two, as the Committee shall determine. The Committee shall establish the terms for deferred stock units and other stock-based awards, which may include provisions relating to vesting, achievement of performance goals, deferral elections and other terms. Dividend equivalents may be credited on deferred stock units and other stock-based awards, if the Committee so determines. The Committee may accelerate or waive any vesting or other conditions as the Committee deems appropriate.

SECTION 8. STOCK APPRECIATION RIGHTS

8.1 General Requirements. The Committee may grant stock appreciation rights (“SARs”) to a Key Employee separately or in tandem with any Option (for all or a portion of the applicable Option). Tandem SARs may be granted at the time the Option is granted or at any time thereafter while the Option remains outstanding; provided, however, that, in the case of an Incentive Stock Option, SARs may be granted only at the time of the grant of the Incentive Stock Option. The Committee shall establish the base amount of the SAR at the time the SAR is granted. The base amount of each SAR shall not be less than the per share exercise price of the related Option or, if there is no related Option, the Fair Market Value of a share of Common Stock on the date of grant of the SAR.

8.2 Tandem SARs. In the case of tandem SARs, the number of SARs granted to a Participant that shall be exercisable during a specified period shall not exceed the number of shares of Common Stock that the Participant may purchase upon the exercise of the

related Option during such period. Upon the exercise of an Option, the SARs relating to the Common Stock covered by such Option shall terminate. Upon the exercise of SARs, the related Option shall terminate to the extent of an equal number of shares of Common Stock.

8.3 Exercisability. An SAR shall be exercisable during the period specified by the Committee in the grant instrument and shall be subject to such vesting and other conditions as may be specified in the grant instrument. The Committee may accelerate the exercisability of any or all outstanding SARs at any time for any reason. A tandem SAR shall be exercisable only during the period when the Option to which it is related is also exercisable.

8.4 Value of SARs. When a Participant exercises SARs, the Participant shall receive in settlement of such SARs an amount equal to the value of the stock appreciation for the number of SARs exercised. The stock appreciation for an SAR is the amount by which the Fair Market Value of the underlying Common Stock on the date of exercise of the SAR. The Committee shall determine whether the appreciation in an SAR shall be paid in the form of cash, shares of Common Stock, or a combination of the two, in such proportion as the Committee deems appropriate.

SECTION 9. PERFORMANCE UNITS

9.1 General Requirements. The Committee may grant Performance Units to a Key Employee. Each Performance Unit shall represent the right of the Participant to receive an amount based on the value of a share of Common Stock, if performance goals established by the Committee are met. The Committee shall determine the number of Performance Units to be granted and the payment terms and other requirements applicable to such Units. Dividend equivalents may be credited on Performance Units, if the Committee so determines.

9.2 Performance Period and Performance Goals. When Performance Units are granted, the Committee shall establish the performance period during which performance shall be measured, performance goals applicable to the Performance Units and such other conditions of the grant as the Committee deems appropriate. Performance goals may relate to the financial performance of the Company and its Affiliates or their operating units, the performance of Common Stock, individual performance, or such other criteria as the Committee deems appropriate.

9.3 Payment with respect to Performance Units. At the end of each performance period, the Committee shall determine to what extent the performance goals and other conditions of the Performance Units are met, the value of the Performance Units, and the amount, if any, to be paid with respect to the Performance Units. Payments with respect to Performance Units shall be made in cash, in Common Stock, or in a combination of the two, as determined by the Committee.

9.4 Requirement of Employment. If the Participant ceases to be employed by the Company and its Affiliates during a performance period, or if other conditions established by the Committee are not met, the Participant’s Performance Units shall be forfeited. The Committee may, however, provide for complete or partial exceptions to this requirement as it deems appropriate.

SECTION 10. PERFORMANCE-BASED COMPENSATION

10.1 Designation as Performance-Based Compensation. The Committee may determine that Stock Awards and Performance Units granted to an Employee shall be considered “performance-based compensation” under Section 162(m) of the Code. The provisions of this Section 10 shall apply to grants of Stock Awards and Performance Units that are intended to be considered “qualified performance-based compensation” under Section 162(m) of the Code.

10.2 Performance Goals. When Stock Awards or Performance Units that are to be considered “performance-based compensation” are granted, the Committee shall establish in writing (i) the objective performance goals that must be met, (ii) the performance period during which the performance goals must be met, (iii) the threshold, target and maximum amounts that may be paid if the performance goals are met, and (iv) any other conditions that the Committee deems appropriate and consistent with the Plan and Section 162(m) of the Code. The performance goals may relate to the Employee’s business unit or the performance of the Company and its Affiliates as a whole, or any combination of the foregoing. The Committee shall use objectively determinable performance goals based on one or more of the following criteria: stock price, earnings per share, net earnings, operating earnings, revenue growth, organization or sales growth, operating margins, return on assets, stockholder return, return on equity, growth in assets, unit volume, market share, credit rating or strategic business criteria consisting of one or more objectives based on meeting specified revenue goals, market penetration goals, geographic business expansion goals, cost targets, goals relating to acquisitions or divestitures, or strategic partnerships.

10.3 Establishment of Goals. The Committee shall establish the performance goals in writing either before the beginning of the performance period or during a period ending no later than the earlier of (i) 90 days after the beginning of the performance period or (ii) the date on which 25% of the performance period has been completed, or such other date as may be required or permitted under applicable regulations under Section 162(m) of the Code. The performance goals shall satisfy the requirements for “qualified performance-based compensation,” including the requirement that the achievement of the goals be substantially uncertain at the time they are established and that the goals be established in such a way that a third party with knowledge of the relevant facts could determine whether and to what extent the performance goals have been met. The Committee shall not have discretion to increase the amount of compensation that is payable upon achievement of the designated performance goals.

10.4 Maximum Payment. The number of shares of Common Stock that may be subject to Awards granted to a Participant during any calendar year shall not exceed the limit set forth in Section 4.1(b). If Stock Awards or Performance Units that are intended to qualify as “performance-based compensation” are paid in cash, the maximum amount that may be awarded to a Participant during a calendar year with respect to such Stock Awards and Performance Units is the maximum number of shares that could be subject to Awards granted to the Participant during the year pursuant to Section 4.1(b), multiplied by the per share Fair Market Value of the Common Stock at the end of the performance period. All awards (including both stock and cash payments) granted to a Participant during a calendar year shall be aggregated for purposes of applying the individual participant limits of Section 4.1(b) and this Section 10.4.

10.5 Announcement of Grants. The Committee shall certify and announce the results for each performance period to all Participants immediately following the announcement of the Company’s financial results for the performance period. If and to the extent that the Committee does not certify that the performance goals have been met, the grants of Stock Awards or Performance Units for the performance period shall be forfeited or shall not be made, as applicable.

10.6 Death, Disability or Other Circumstances. The Committee may provide that Stock Awards or Performance Units shall be payable or restrictions on Stock Awards or Performance Units shall lapse, in whole or in part, in the event of the Participant’s death or disability during the performance period, or under other circumstances consistent with the Treasury regulations and rulings under Section 162(m) of the Code.

SECTION 11. NON-TRANSFERABILITY

11.1 Non-Transferability. Except as provided in the last sentence of this Section 11.1, no Award shall be transferred by the Participant otherwise than by will or by the laws of descent and distribution, all Stock Options shall be exercisable, during the Participant’s lifetime, only by the Participant, no Award shall, except as otherwise specifically provided by law or herein, be transferred in any manner, and any attempt to transfer any such Award shall be void. No such Award shall in any manner be used for the payment of, subject to, or otherwise encumbered by or hypothecated for debts, contracts, liabilities, engagements or torts of any person who shall be entitled to such Award, nor shall it be subject to attachment or legal process for or against such person. Notwithstanding the foregoing, the Committee may determine at the time of grant or thereafter, that an Award, other than an Incentive Stock Option, that is otherwise not transferable pursuant to this Section 11 is transferable in whole or part and in such circumstances, and under such conditions, as specified by the Committee.

SECTION 12. TERMINATION OR AMENDMENT OF THE PLAN

12.1 Termination or Amendment. Notwithstanding any other provision of the Plan, the Board or the Committee may at any time, and from time to time, amend, in whole or in part, any or all of the provisions of the Plan (including any amendment deemed

necessary to ensure that the Company may comply with any regulatory requirement referred to in this Section 12 or suspend or terminate it entirely, retroactively or otherwise; provided, however, that, unless otherwise required by law or specifically provided herein, the rights of a Participant with respect to Awards granted prior to such amendment, suspension or termination, may not be impaired without the consent of such Participant and, provided further, that the Plan may not be amended without the approval of the stockholders of the Company in accordance with the laws of the State of Delaware to (i) increase the aggregate number of shares of Common Stock that may be issued under the Plan (subject to Section 4.2); (ii) except as otherwise permitted in Section 16.7(f), decrease the minimum Option price of any Stock Option; or (iii) make any other amendment that would require stockholder approval under the rules of any exchange or system on which the Company’s securities are listed or traded. In addition, solely to the extent required by the applicable provisions of Rule 16b-3 or Section 162(m) of the Code, or with respect to Incentive Stock Options, Section 422 of the Code, no amendment may be made without the approval of stockholders of the Company in accordance with the laws of the State of Delaware which would (i) increase the maximum individual Participant limitations for a calendar year under Section 4.1(b) or Section 10.4; (ii) change the classification of employees eligible to receive Awards under the Plan; or (iii) extend the maximum Option term under Section 6.3(b).

The Committee may amend the terms of any Award theretofore granted, prospectively or retroactively, but, subject to Section 4 above or as otherwise specifically provided herein, no such amendment or other action by the Committee shall impair the rights of any holder without the holder’s consent.

SECTION 13. EFFECTIVE DATE OF PLAN

The Plan was adopted by the Board effective as of January 1, 1999 (the “Effective Date”), subject to and conditioned upon the approval of the Plan by the stockholders of the Company in accordance with the laws of the State of Delaware and requirements of any applicable national securities exchange or automated quotation system. The Plan was amended effective as of May 8, 2003.

SECTION 14. TERM OF PLAN

No Award shall be granted pursuant to the Plan on or after the tenth anniversary of the earlier of the Effective Date or the date of stockholder approval, but such Awards granted prior to such date may extend beyond that date.

SECTION 15. NAME OF PLAN

The Plan shall be known as the “Church & Dwight Co., Inc. 1998 Stock Award Plan.”

SECTION 16. TERMS AND CONDITIONS

PREAMBLE: The Committee’s exclusive power and authority to administer and to interpret the Plan, as provided in section 3 hereof, is a continuing power which is not exhausted by being once exercised, and the Plan shall be in all respects subject and subordinate to the Committee’s interpretation as to the meaning and effect of the provisions hereof or of any omissions herein with respect to any matter.

16.1 Additional Definitions.

(a) “Acquisition Events” shall have the meaning set forth in Section 16.5(c).

(b) “Cause” shall mean, unless otherwise determined by the Committee at grant, or, if no rights of the Participant are reduced, thereafter, termination due to a Participant’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 Committee in its sole discretion.

(d) “Disability” shall mean, unless otherwise determined by the Committee at grant or, if no rights of the Participant are reduced, thereafter, (i) with respect to Incentive Stock Options, an individual’s inability, as determined by the Committee, to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months or, (ii) with respect to Non-Qualified Stock Options, an individual’s inability, as determined by the Committee, to substantially perform the duties for which such Participant was hired for a period of at least six (6) months.

(e) “Retirement” shall mean, the voluntary separation from the employment of the Company by a participant after attaining the age of 65 with at least ten (10) years of service with the company.

(f) “Termination of Employment,” except as provided in the next sentence, shall mean (i) a termination of service of a Participant from the Company and its Affiliates; or (ii) when an entity which is employing a Participant ceases to be an Affiliate, unless the Participant thereupon becomes employed by the Company or another Affiliate. The Committee may otherwise define Termination of Employment in the Award grant or, if no rights of the Participant are reduced, may otherwise define Termination of Employment thereafter, including, but not limited to, defining Termination of Employment with regard to entities controlling, under common control with or controlled by the Company rather than just the Company and its Affiliates and/or entities that provide substantial services to the Company or its Affiliates to which the Participant has transferred directly from the Company or its Affiliates at the request of the Company.

16.2 Exercise of Options.

(a) Exercisability. Subject to the provisions of Section 16.3, or unless otherwise determined by the Committee at the time of grant, one hundred percent (100%) of each Stock Option, subject to the terms and conditions contained herein and the respective Stock Option agreement, shall vest and become exercisable on the third anniversary of the date of grant of the Option, provided that the Participant has not incurred a Termination of Employment prior to the applicable vesting date. If any Stock Option is exercisable subject to certain limitations (including, without limitation, that it is exercisable only in installments or within certain time periods), the Committee may waive such limitations on the exercisability at any time at, or after, grant in whole or in part (including, without limitation, that the Committee may waive the installment exercise provisions or accelerate the time at which Options may be exercised), based on such factors, if any, as the Committee shall determine, in its sole discretion.

(b) Method of Exercise. Subject to whatever installment exercise and waiting period provisions apply under subsection (a) above, Stock Options may be exercised in whole or in part at any time during the Option term, by giving written notice of exercise to the Company specifying the number of shares to be purchased, according to procedures established by the Committee. Common Stock purchased pursuant to the exercise of a Stock Option shall be paid for as follows: (i) in cash or by check, bank draft or money order payable to the order of Company; (ii) if the Common Stock is traded on a national securities exchange, the NASDAQ Stock Market, Inc. or quoted on a national quotation system sponsored by the National Association of Securities Dealers, through the delivery of irrevocable instructions to a broker to deliver promptly to the Company an amount equal to the purchase price; or (iii) on such other terms and conditions as may be acceptable to the Committee (which may include payment in full or part in the form of Common Stock owned by the Participant for a period of at least six (6) months (and for which the Participant has good title free and clear of any liens and encumbrances) based on the Fair Market Value of the Common Stock on the payment date as determined by the Committee or the surrender of vested Options owned by the Participant).

(c) Form, Modification, Extension and Renewal of Options. Subject to the terms and conditions and within the limitations of the Plan, an Option shall be evidenced by such form of Stock Option agreement as is approved by the Committee, and the Committee may modify, extend or renew outstanding Options granted under the Plan, or accept the surrender of outstanding Options (up to the extent not theretofore exercised) and authorize the granting of new Options in substitution therefore (to the extent not theretofore exercised).

(d) Other Terms and Conditions. Options may contain such other provisions, which shall not be inconsistent with any of the foregoing terms of the Plan, as the Committee shall deem appropriate including, without limitation, permitting

“reloads” such that the same number of Options are granted as the number of Options exercised, shares used to pay for the exercise price of Options or shares used to pay withholding taxes (“Reloads”). With respect to Reloads, the exercise price of the new Stock Option shall be the Fair Market Value on the date of the “reload” and the term of the Stock Option shall be the same as the remaining term of the Options that are exercised, if applicable, or such other exercise price and term as determined by the Committee.

16.3 Termination.

(a) Termination of Employment. The following rules apply with regard to Options upon the Termination of Employment of a Participant unless otherwise determined by the Committee at grant or, if no rights of the Participant are reduced, thereafter:

(b) Termination by Reason of Death. If a Participant’s Termination of Employment is by reason of death, any Stock Option held by such Participant, which is either vested or which may become vested as provided below shall be exercisable, by the legal representative of the estate at any time within a period of three (3) years from the date of such death, but in no event beyond the expiration of the stated term of such Stock Option. During such three (3) year period any non-vested Stock Option held by a Participant shall continue to vest in accordance with subsection 16.2(a). Any Stock Option not exercised as aforesaid shall terminate.

(c) Termination by Reason of Permanent Disability or Retirement. If a Participant’s Termination of Employment is by reason of Permanent Disability or Retirement, any Stock Option held by such Participant, which is either vested or which may become vested as provided below, shall be exercisable, by the Participant (or, in the event of the Participant’s death, by the legal representative of the estate) at any time within a period of three (3) years from the date of such Termination of Employment, but in no event beyond the expiration of the stated term of such Stock Option. During such three (3) year period any non-vested Stock Option held by a Participant shall continue to vest in accordance with subsection 12.2(a). Any Stock Option not exercised as aforesaid shall terminate.

(d) Involuntary Termination Without Cause Pursuant to a Separation Agreement. If a Participant’s Termination of Employment is by involuntary termination without Cause and, pursuant to the request of the Company, and the Participant has entered into a separation agreement with the Company in a form acceptable to the Company which includes a general release by the Participant of all claims against the Company and its Affiliates and their officers and directors and certain other related entities (a “Separation Agreement”), any Stock Option held by such Participant, which is either vested or which may become vested as provided below shall be exercisable, by the Participant at any time within a period of (i) in the case of options granted prior to January 1, 1999, three (3) years from the date

of such Termination of Employment, or (ii) in the case of options granted after December 31, 1998, thirty (30) days from the date of such Termination of Employment but, in either case, in no event beyond the expiration of the stated term of such Stock Option. During such three (3) year or thirty (30) day period as applicable, any non-vested Stock Option held by a Participant shall continue to vest in accordance with subsection 16.2(a). Any Stock Option not exercised as aforesaid shall terminate.

(e) Voluntary Termination or Involuntary Termination Without Cause and No Execution of Separation Agreement. If a Participant’s Termination of Employment is voluntary and occurs prior to, or more than ninety (90) days after, the occurrence of an event which would be grounds for Termination of Employment by the Company for Cause (without regard to any notice or cure period requirements) or a Participant’s Termination of Employment is by involuntary termination without Cause and the Participant has not entered into a Separation Agreement, any Stock Option held by such Participant, may be exercised, to the extent exercisable at Termination of Employment, by the Participant at any time within a period of thirty (30) days from the date of such Termination of Employment, but in no event beyond the expiration of the stated term of such Stock Option.

(f) Termination for Cause. If a Participant’s Termination of Employment (i) is for Cause or (ii) is a voluntary termination (as provided in subsection (d) above) within ninety (90) days after an event which would be grounds for a Termination of Employment for Cause, any Stock Option held by such Participant shall thereupon terminate and expire as of the date of termination.

16.4 Incentive Stock Option Limitations. To the extent that the aggregate Fair Market Value (determined as of the time of grant) of the Common Stock with respect to which Incentive Stock Options are exercisable for the first time by an Eligible Employee during any calendar year under the Plan and/or any other stock option plan of the Company, any Subsidiary or parent corporation (within the meaning of Section 424(e) of the Code) exceeds $100,000, such Options shall be treated as Options which are not Incentive Stock Options. In addition, if an Eligible Employee does not remain employed by the Company, any Subsidiary or parent corporation (within the meaning of Section 424(e) of the Code) at all times from the time the Option is granted until three (3) months prior to the date of exercise (or such other period as required by applicable law), such Option shall be treated as an Option which is not an Incentive Stock Option.

Should the foregoing provision not be necessary in order for the Stock Options to qualify as Incentive Stock Options, or should any additional provisions be required, the Committee may amend the Plan accordingly, without the necessity of obtaining the approval of the stockholders of the Company.

16.5 Change of Control Provisions.

(a) Benefits. In the event of a Change of Control of the Company (as defined below), except as otherwise provided by the Committee upon the grant of a Stock Option or, if no rights of the Participant are reduced, thereafter, the Participant shall be entitled to the following benefits:

(i) Subject to paragraph (b) below, all outstanding Stock Options granted prior to the Change of Control shall be fully vested and immediately exercisable in their entirety. The Committee, in its sole discretion, may provide for the purchase of any such Stock Options by the Company or its Affiliates for an amount of cash equal to the excess of the Change of Control Price (as defined below) of the shares of Common Stock covered by such Stock Options, over the aggregate exercise price of such Stock Options. For purposes of this Section 16.5 (a) (i), Change of Control Price shall mean the higher of (i) the highest price per share of Common Stock paid in any transaction related to a Change of Control of the Company, or (ii) the highest Fair Market Value per share of Common Stock at any time during the sixty (60) day period preceding a Change of Control.

(ii) Notwithstanding anything to the contrary herein, unless the Committee provides otherwise, at the time an Option is granted to a Participant hereunder or, if no rights of the Participant are reduced, thereafter, no acceleration of exercisability shall occur with respect to such Option if the Committee reasonably determines in good faith, prior to the occurrence of the Change of Control, that the Options shall be honored or assumed, or new rights substituted therefore (each such honored, assumed or substituted option hereinafter called an “Alternative Option”), by a Participant’s employer (or the parent or a subsidiary of such employer) immediately following the Change of Control, provided that any such Alternative Option must meet the following criteria:

(1) the Alternative Option must be based on stock which is traded on an established securities market, or which will be so traded within thirty (30) days of the Change of Control;

(2) the Alternative Option must provide such Participant with rights and entitlements substantially equivalent to or better than the rights, terms and conditions applicable under such Option, including, but not limited to, an identical or more favorable exercise schedule; and

(3) the Alternative Option must have economic value substantially equivalent to the value of such Option (determined at the time of the Change of Control).

For purposes of Incentive Stock Options, any assumed or substituted Option shall comply with the requirements of Treasury regulation sec. 1.425-1 (and any amendments thereto).

(iii) Except as provided below, all Stock Awards, SARs and Performance Units that are outstanding at the time of a Change of Control shall be fully vested and payable upon the Change of Control, upon such terms as the Committee determines prior to the Change of Control. However, prior to a Change of Control, the Committee may determine that no acceleration of vesting or payment shall occur with respect to Stock Awards, SARs and Performance Units if the Committee reasonably determines in good faith, prior to the occurrence of the Change of Control, that the Stock Awards, SARs and Performance Units shall be honored or assumed, or new rights substituted therefore, by a Participant’s employer (or the parent or a subsidiary of such employer) immediately following the Change of Control, on such terms as the Committee deems appropriate.

(iv) Change of Control. For purposes of the Plan, a “Change of Control” shall be deemed to have occurred if:

(v) any person (as defined in Section 3(a)(9) of the Exchange Act and as used in Sections 13(d) and 14(d) thereof), excluding the Company or any Affiliate, any employee benefit plan sponsored or maintained by the Company or any Affiliate, (including any trustee of any such plan acting in his capacity as trustee) 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;

(vi) the stockholders of the Company shall approve 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

(vii) 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 of directors of the Company, or the board of directors of any successor to the Company (the “Board”), 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 Regulation 14a-11 promulgated under the Exchange Act or any successor provision.

(b) In the event of a merger or consolidation in which the Company is not the surviving entity or in the event of any transaction that results in the acquisition of all or substantially all of the Company’s outstanding Common Stock by a single person

or entity or by a group of persons and/or entities acting in concert, or in the event of the sale or transfer of all or substantially all of the Company’s assets (all of the foregoing being referred to as “Acquisition Events”), then the Committee may, in its sole discretion, terminate all outstanding Options of Eligible Employees, effective as of the date of the Acquisition Event, by delivering notice of termination to each such Participant at least twenty (20) days prior to the date of consummation of the Acquisition Event; provided, that during the period from the date on which such notice of termination is delivered to the consummation of the Acquisition Event, each such Participant shall have the right to exercise in full all of his Options that are then outstanding (whether vested or not vested and without regard to any limitations on exercisability otherwise contained in the Option) but contingent on the occurrence of the Acquisition Event, and, provided that, if the Acquisition Event does not take place within a specified period after giving such notice for any reason whatsoever, the notice and exercise shall be null and void. If an Acquisition Event occurs, the Committee may, prior to the consummation of the Acquisition Event, take such actions as it deems appropriate with respect to outstanding SARs, Stock Awards and Performance Units, including acceleration of vesting and payment of Awards and termination of Awards on such terms as the Committee deems appropriate. If an Acquisition Event occurs, to the extent the Committee does not terminate the outstanding Awards pursuant to this Section 16.5(c), then the provisions of Section 4.2(b) shall apply.

16.6 Unfunded Plan.

(a) Unfunded Status of Plan. The Plan is intended to constitute an “unfunded” plan for incentive and deferred compensation. With respect to any payments as to which a Participant has a fixed and vested interest but which are not yet made to a Participant by the Company, nothing contained herein shall give any such Participant any rights that are greater than those of a general creditor of the Company.

16.7 General Provisions.

(a) Legend. The Committee may require each person receiving shares pursuant to the exercise or grant of an Award under the Plan to represent to and agree with the Company in writing that the Participant is acquiring the shares without a view to distribution thereof. In addition to any legend required by the Plan, the certificates for such shares may include any legend which the Committee deems appropriate to reflect any restrictions on Transfer.

(b) Other Plans. Nothing contained in the Plan shall prevent the Board from adopting other or additional compensation arrangements, subject to stockholder approval if such approval is required; and such arrangements may be either generally applicable or applicable only in specific cases.

(c) No Right to Employment. Neither the Plan nor the grant or exercise of any Awards hereunder shall give any Participant or other employee any right with respect to continuance of employment by the Company or any Affiliate, nor shall they be a limitation in any way on the right of the Company or any Affiliate by which an employee is employed to terminate his employment at any time.

(d) Withholding of Taxes. The Company shall have the right to deduct from any payment to be made to a Participant, or to otherwise require, prior to the issuance or delivery of any shares of Common Stock or the payment of any cash hereunder, payment by the Participant of, any Federal, state or local taxes required by law to be withheld. The Committee may permit any such withholding obligation with regard to any Participant to be satisfied by reducing the number of shares of Common Stock otherwise deliverable or by delivering shares of Common Stock already owned; provided that if shares are withheld to satisfy the tax withholding obligations, the shares withheld may not exceed the minimum applicable withholding tax rate for federal (including FICA), state and local tax liabilities applicable to the Participant. Any fraction of a share of Common Stock required to satisfy such tax obligations shall be disregarded and the amount due shall be paid instead in cash by the Participant.

(e) Listing and Other Conditions.

(i) Unless otherwise determined by the Committee, as long as the Common Stock is listed on a national securities exchange or system sponsored by a national securities association, the issue of any shares of Common Stock pursuant to an Award shall be conditioned upon such shares being listed on such exchange or system. The right to exercise any Option with respect to such shares or otherwise receive shares pursuant to an Award shall be suspended until such listing has been effected.

(ii) If at any time counsel to the Company shall be of the opinion that any sale or delivery of shares of Common Stock pursuant to an Award is or may in the circumstances be unlawful or result in the imposition of excise taxes on the Company under the statutes, rules or regulations of any applicable jurisdiction, the Company shall have no obligation to make such sale or delivery, or to make any application or to effect or to maintain any qualification or registration under the Securities Act of 1933, as amended, or otherwise with respect to shares of Common Stock, and the right to exercise any Option or receive payment of an Award shall be suspended until, in the opinion of such counsel, such sale or delivery shall be lawful or will not result in the imposition of excise taxes on the Company.

(iii) Upon termination of any period of suspension under this Section 16.7, any Award affected by such suspension which shall not then have expired or terminated shall be reinstated as to all shares available before such suspension and as to shares which would otherwise have become available during the period of such suspension, but no such suspension shall extend the term of any Option.

(iv) A Participant shall be required to supply the Company with any certificates, representations and information that the Company requests and otherwise cooperate with the Company in obtaining any listing, registration, qualification, exemption, consent or approval the Company deems necessary or appropriate.

(f) Awards in Connection with Corporate Transactions and Otherwise. Nothing contained in this Plan shall be construed to (i) limit the right of the Committee to make Awards under this Plan in connection with the acquisition, by purchase, lease, merger, consolidation or otherwise, of all or a portion of the business, stock, equity interests, or assets of any corporation, firm, joint venture or association, including Awards to employees thereof or for other proper corporate purposes, or (ii) limit the right of the Company to grant stock options or make other awards outside of this Plan. Without limiting the foregoing, the Committee may make an Award to an employee of another company who is or becomes a Key Employee by reason of a merger, consolidation, acquisition of stock, equity interests or property or other transaction involving the Company or an Affiliate in substitution for, or as assumption or conversion of, a grant made by such company. The Committee shall determine the terms of the substituted, assumed or converted grants, and may grant Non-Qualified Stock Options with a purchase price per share less than 100% of the Fair Market Value of a share of Common Stock at the time of grant, but not less than par value of the Common Stock.

(g) Governing Law. The Plan shall be governed and construed in accordance with the laws of the State of Delaware (regardless of the law that might otherwise govern under applicable Delaware principles of conflict of laws).

(h) Construction. Wherever any words are used in the Plan in the masculine gender they shall be construed as though they were also used in the feminine gender in all cases where they would so apply, and wherever any words are used herein in the singular form they shall be construed as though they were also used in the plural form in all cases where they would so apply. To the extent applicable to an Award, the Plan shall be limited, construed and interpreted in a manner so as to comply with the applicable requirements of Rule 16b-3 and Section 162(m) of the Code; however, noncompliance with Rule 16b-3 or Section 162(m) of the Code shall have no impact on the effectiveness of an Award granted under the Plan.

(i) Other Benefits. No Award granted or exercised under the Plan shall be deemed compensation for purposes of computing benefits under any retirement plan of the Company or its Affiliates nor affect any benefits under any other benefit plan now or subsequently in effect under which the availability or amount of benefits is related to the level of compensation.

(j) Costs. The Company shall bear all expenses included in administering the Plan, including expenses of issuing Common Stock pursuant to the exercise of any Awards hereunder.

(k) No Right to Same Benefits. The provisions and terms of Awards need not be the same with respect to each Participant, and the Awards granted to individual Participants need not be the same in subsequent years.

(l) Death/Transfer. The Committee may in its discretion require the transferee of a Participant’s Awards to supply it with written notice of the Participant’s death and to supply it with a copy of the will (in the case of the Participant’s death) or such other evidence as the Committee deems necessary to establish the validity of the transfer of an Award. The Committee may also require the agreement of the transferee to be bound by all of the terms and conditions of the Plan.

(m) Section 16(b) of the Exchange Act. All elections and transactions under the Plan by persons subject to Section 16 of the Exchange Act involving shares of Common Stock are intended to comply with all exemptive conditions under Rule 16b-3. The Committee may establish and adopt written administrative guidelines, designed to facilitate compliance with Section 16(b) of the Exchange Act, as it may deem necessary or proper for the administration and operation of the Plan and the transaction of business thereunder.

(n) Severability of Provisions. If any provision of the Plan shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof, and the Plan shall be construed and enforced as if such provisions had not been included.

(o) Headings and Captions. The headings and captions herein are provided for reference and convenience only, shall not be considered part of the Plan, and shall not be employed in the construction of the Plan.

Approved and Adopted By The Board of Directors of Church & Dwight Co., Inc.



By:		/s/ Robert A. Davies, III
		Chairman of the Board

May 8, 2003

Amendment 2003-1

to the

Church & Dwight Co., Inc.

Stock Award Plan

Pursuant to Section 12.1 of the Church & Dwight Co., Inc. Stock Award Plan (the “Plan”) and the delegation from the Compensation and Organization Committee of the Board of Directors executed on July 23, 2003, the undersigned hereby amends the Plan in the manner set forth below.

1. New paragraphs (f) and (g) are hereby inserted into Section 16.3 of the Plan and the succeeding paragraph of Section 16.3 shall be adjusted accordingly effective as of July 23, 2003.

(f) Involuntary Termination of Employment Without Cause Pursuant to a Separation Agreement of a Participant Age 55 or Above With at Least 10 Years of Service. If a Participant’s Termination of Employment is by involuntary termination without Cause and, pursuant to the request of the Company, the Participant has entered into a Separation Agreement, and the employee is age 55 or above with at least 10 years of service at the time of his or her Termination of Employment, any Stock Option granted after June 1, 2002, held by such Participant, which is either vested or which may become vested as provided below shall be exercisable by the Participant at any time within a period of one (1) year from the date of such Termination of Employment but, in either case, in no event beyond the expiration of the stated term of such Stock Option. During such one (1) year period, any non-vested Stock Option held by a Participant shall continue to vest in accordance with subsection 16.2(a). Any Stock Option not exercised as aforesaid shall terminate.

(g) Voluntary Termination of Employment of a Participant Age 55 or Above With at Least 10 Years of Service. If a Participant’s Termination of Employment is voluntary and occurs prior to, or more than ninety (90) days after, the occurrence of an event which would be grounds for Termination of Employment by the Company for Cause (without regard to any notice or cure period requirements) and the Participant has provided at least one hundred and twenty (120) days notice of the voluntary termination date, and the employee is age 55 or above with at least 10 years of service at the time of his or her Termination of Employment, any Stock Option granted after June 1, 2002, held by such Participant, which is either vested or which may become vested as provided

below shall be exercisable, by the Participant at any time within a period of one (1) year from the date of such Termination of Employment but, in either case, in no event beyond the expiration of the stated term of such Stock Option. During such one (1) year period, any non-vested Stock Option held by a Participant shall continue to vest in accordance with subsection 16.2(a).

IN WITNESS WHEREOF, the undersigned has authorized the execution of this amendment as of the 23rd day of July, 2003.


CHURCH & DWIGHT CO., INC.

By:		/s/ Robert A. Davies, III
Title:		Chairman of the Board

Date: July 23, 2003

Amendment 2004-1

to the

Church & Dwight Co., Inc.

Stock Award Plan

Pursuant to Section 12.1 of the Church & Dwight Co., Inc. Stock Award Plan (the “Plan”) and the delegation from the Compensation and Organization Committee of the Board of Directors executed on August 4, 2004, the undersigned hereby amends the Plan in the manner set forth below.

1. New paragraphs (g) and (h) are hereby inserted into Section 16.3 of the Plan and the succeeding paragraph of Section 16.3 shall be adjusted accordingly effective as of June 14, 2004.

(g) Involuntary Termination of Employment Without Cause Pursuant to a Separation Agreement of a Participant Age 55 or Above With at Least 10 Years of Service. If a Participant’s Termination of Employment is by involuntary termination without Cause and, pursuant to the request of the Company, the Participant has entered into a Separation Agreement, and the employee is age 55 or above with at least 10 years of service at the time of his or her Termination of Employment, any Stock Option granted after June 1, 2002, held by such Participant, which is either vested or which may become vested as provided below shall be exercisable by the Participant at any time within a period of one (1) year from the date of such Termination of Employment but, in either case, in no event beyond the expiration of the stated term of such Stock Option. During such one (1) year period, any non-vested Stock Option held by a Participant shall continue to vest in accordance with subsection 16.2(a). Any Stock Option not exercised as aforesaid shall terminate. If, as of the date of Termination of Employment, the sum of the employee’s age plus full years of service is greater than or equal to 75, said period of vesting and exercise rights for options granted after June 13, 2004 shall be two (2) years form the date of termination.

(h) Voluntary Termination of Employment of a Participant Age 55 or Above With at Least 10 Years of Service. If a Participant’s Termination of Employment is voluntary and occurs prior to, or more than ninety (90) days after, the occurrence of an event which would be grounds for Termination of Employment by the Company for Cause (without regard to any notice or cure period requirements) and the Participant has provided at least one hundred and twenty (120) days notice of the voluntary termination date, and the employee is age 55 or above with at least 10 years of service at the time of his or her Termination of Employment, any Stock Option granted after June 1, 2002, held by such Participant, which is either vested or which may become vested as provided below shall be exercisable, by the Participant at any time within a period of one (1) year from the date of such Termination of Employment but, in either case, in no event beyond the expiration

of the stated term of such Stock Option. During such one (1) year period, any non-vested Stock Option held by a Participant shall continue to vest in accordance with subsection 16.2(a). If, as of the date of Termination of Employment, the sum of the employee’s age plus full years of service is greater than or equal to 75, said period of vesting and exercise rights for options granted after June 13, 2004 shall be two (2) years form the date of termination.

IN WITNESS WHEREOF, the undersigned has authorized the execution of this amendment as of the 4 ^th day of August, 2004.


CHURCH & DWIGHT CO., INC.

By:		/s/ Robert A. Davies, III
Title:		Chairman of the Board

Date: August 4, 2004

Amendment 2006-1

to the

Church & Dwight Co., Inc.

Stock Award Plan

Pursuant to Section 12.1 of the Church & Dwight Co., Inc. Stock Award Plan (the “Plan”) and the delegation from the Compensation and Organization Committee of the Board of Directors executed on October 31, 2006, the undersigned hereby amends the Plan in the manner set forth below.

1. Paragraph 4.2(b) is deleted in its entirety and replaced with the following effective as of October 31, 2006.

4.2(b) In the event of any change in the capital structure or business of the Company by reason of any stock dividend or extraordinary dividend, stock split or reverse stock split, recapitalization, reorganization, merger, consolidation, split-up, combination or exchange of shares, non-cash distributions with respect to its outstanding Common Stock or capital stock other than Common Stock, reclassification of its capital stock, any sale or transfer of all or part of the Company’s assets or business, or any similar change affecting the Company’s capital structure or business, then the aggregate number and kind of shares which thereafter may be issued under the Plan, the number and kind of shares or other property (including cash) to be issued upon exercise or payment of an outstanding Award granted under the Plan and the purchase or exercise price thereof shall be appropriately adjusted consistent with such change in such manner to prevent substantial dilution or enlargement of the rights granted to, or available for, Participants under the Plan or as otherwise necessary to reflect the change, and any such adjustment shall be binding and conclusive on the Company and all Participants and employees and their respective heirs, executor, administrators, successors and assigns.

IN WITNESS WHEREOF, the undersigned has authorized the execution of this amendment as of the 31 ^st day of October, 2006.


CHURCH & DWIGHT CO., INC.

By:		/s/ Jacquelin J. Brova
Title:		Vice President, Human Resources
October 31, 2006

Amendment 2007-1

to the

Church & Dwight Co., Inc.

Stock Award Plan

Pursuant to Section 12.1 of the Church & Dwight Co., Inc. Stock Award Plan (the “Plan”) and the delegation from the Compensation and Organization Committee of the Board of Directors executed on February 22, 2007, the undersigned hereby amends the Plan in the manner set forth below.

1. Paragraph 16.3(h) is renamed Paragraph 16.3(i) and the following new Paragraph 16.3(h) is hereby added in its entirety effective as of March 1, 2007.

16.3(h) Voluntary and Involuntary Terminations of Employment After February 28, 2007 of a Participant Age 55 or Above With at Least 5 Years of Service.

(i) If a Participant’s Termination of Employment is voluntary and occurs prior to, or more than ninety (90) days after, the occurrence of an event which would be grounds for Termination of Employment by the Company for Cause (without regard to any notice or cure period requirements) and the Participant (1) has provided at least one hundred and twenty (120) days notice of the voluntary termination date, (2) has entered into a separation agreement with the Company which contains non-compete, non-solicitation, non-disparagement, and confidentiality provisions and (3) is age 55 or above with at least 5 years of service at the time of his or her Termination of Employment and the sum of such employee’s age and years of service at the time of Termination of Employment is equal to or greater than 65, then any Stock Option granted after February 28, 2007, held by such Participant, which is either vested or which may become vested as provided below shall be exercisable, by the Participant at any time within a period of three (3) years from the date of such Termination of Employment but in no event beyond the expiration of the stated term of such Stock Option. During such three (3) year period, any non-vested Stock Option held by a Participant shall continue to vest in accordance with subsection 16.2(a).

(ii) If a Participant’s Termination of Employment is involuntary without Cause and the Participant (1) pursuant to the request of the Company, has entered into a separation agreement with the Company which contains non-compete, non-solicitation, non-disparagement, and confidentiality provisions and (2) is age 55 or above with at least 5 years of service at the time of his or her Termination of Employment and the sum of such employee’s age and years of service at the time of Termination of Employment is equal to or greater than 65, then any Stock Option granted after February 28, 2007, held by such Participant, which is either vested or which may become vested as provided below shall be exercisable, by the Participant at any time within a period of three (3) years from the date of such Termination of Employment but in no event beyond the

expiration of the stated term of such Stock Option. During such three (3) year period, any non-vested Stock Option held by a Participant shall continue to vest in accordance with subsection 16.2(a).

IN WITNESS WHEREOF, the undersigned has authorized the execution of this amendment as of the 22nd day of February, 2007.


CHURCH & DWIGHT CO., INC.

By:		/s/ Jacquelin J. Brova
Name:		Jacquelin J. Brova
Title:		Vice President, Human Resources
Date:		February 22, 2007

CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES

EXHIBIT 11 - Computation of Earnings Per Share

(In thousands except per share amounts)


	Three Months Ended				Six Months Ended
	June 29, 2007		June 30, 2006		June29, 2007		June 30, 2006
BASIC:
Net Income	$	40,533	$	36,406	$	85,632	$	76,353
Weighted average shares outstanding		65,804		64,702		65,687		64,590
Basic earnings per share	$	0.62	$	0.56	$	1.30	$	1.18
DILUTED:
Net Income	$	40,533	$	36,406	$	85,632	$	76,353
After-tax interest cost of convertible debt		922		922		1,844		1,844

Net Income plus assumed debt conversion	$	41,455	$	37,328	$	87,476	$	78,197

Weighted average shares outstanding		65,804		64,702		65,687		64,590
Dilutive effect of convertible debt		3,229		3,229		3,228		3,228
Incremental shares under stock option plans		1,289		837		1,264		855
Adjusted weighted average shares outstanding		70,322		68,768		70,179		68,673

Diluted earnings per share	$	0.59	$	0.54	$	1.25	$	1.14

EXHIBIT 31.1

CERTIFICATIONS

I, James R. Craigie, certify that:

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

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;

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;

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:

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;

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;

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

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

The registrant’s other certifying officer and I have disclosed, based on our most 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):

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

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: August 7, 2007				/s/ James R. Craigie
				James R. Craigie
				Chief Executive Officer

EXHIBIT 31.2

CERTIFICATIONS

I, Matthew T. Farrell, certify that:

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

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: August 7, 2007				/s/ Matthew T. Farrell
				Matthew T. Farrell
				Chief Financial Officer

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 June 29, 2007 (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:		August 7, 2007

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

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

18 U.S.C. SECTION 1350

I, Matthew T. Farrell, Chief Financial Officer of Church & Dwight Co., Inc. (the “Company”), hereby certify that, based on my knowledge:

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/ Matthew T. Farrell
		Matthew T. Farrell
		Chief Financial Officer

Dated:		August 7, 2007

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