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COURT OF CHANCERY OF THE STATE OF DELAWARE
JOHN W. NOBLE VICE CHANCELLOR 417 SOUTH STATE STREET DOVER, DELAWARE 19901 TELEPHONE: (302) 739-4397 FACSIMILE: (302) 739-6179

August 16, 2004 Revised: August 26, 2004 Revised: September 10, 2004

Stuart M. Grant, Esquire Grant & Eisenhofer, P.A. 1201 North Market Street, #2100 Wilmington, DE 19801

Thomas J. Allingham II, Esquire Skadden, Arps, Slate, Meagher & Flom LLP One Rodney Square P.O. Box 636 Wilmington, DE 19899-0636

Re:

Cede & Co., Inc. v. MedPointe Healthcare, Inc. C.A. No. 19354-NC Date Submitted: January 20, 2004

Dear Counsel: This is an appraisal action to determine the fair value of approximately 2.3 million shares of stock of Carter-Wallace, Inc. ("Carter-Wallace" or the "Company") which were held by Petitioners Cede & Co., Inc. and GAMCO Investors, Inc. (collectively, the "Petitioners"). On September 28, 2001 (the "Merger Date"), a transfer of Carter-Wallace was accomplished. This transfer had two components: an asset sale of the Company's Consumer Products Division (the "Asset Sale") and the merger of the Company's

Healthcare Division with MedPointe Capital Partners, Inc (the "Merger").1 Under the terms of the agreement governing the Merger, the shareholders would receive $20.44 per share.2 Objecting that the merger consideration was inadequate, the Petitioners made, as the Company concedes, a timely demand for appraisal for 2,143,567 shares and satisfied all requirements of the appraisal statute, 8 Del. C.

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