WYETH
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>4
<FILENAME>supp.txt
<DESCRIPTION>SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
<TEXT>
                                    THE WYETH
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
                          As Amended to March 11, 2002

I.       PURPOSE
         The purpose of the Supplemental Executive Retirement Plan of Wyeth
         ("Supplemental Plan") is to provide a means of supplementing the
         benefits of the non-union employees who participate in the Wyeth
         Retirement Plan - United States and/or the Wyeth Retirement Plan -
         Canada (individually and collectively "Wyeth Plan") and who also
         participate in the Performance Incentive Award Plan ("PIA Plan").

II.      ADMINISTRATION
         The Retirement Committee of the Corporation shall administer the
         Supplemental Plan and shall have the full authority to determine all
         questions arising in connection with the Plan, including its
         interpretation. The Committee's decisions shall be conclusive and
         binding on all persons. The Committee may adopt procedural rules and
         may employ and rely on legal counsel, actuaries, accountants and any
         other agents as may be deemed to be advisable to assist in the
         administration of the Supplemental Plan.

III.     PARTICIPATION
         Any participant in the PIA Plan shall be eligible to receive benefits
         from the Supplemental Plan whenever his or her benefits from the
         Supplemental Plan formula exceed the amount of benefits provided under
         the Wyeth Plan. The benefits of this Supplemental Plan are available
         only to employees actively at work on or after October 28, 1982.

IV.      SUPPLEMENTAL PLAN FORMULA

          A.   The benefit  payable under the  Supplemental  Plan to an employee
               who did not reach his Normal  Retirement Date prior to October 1,
               1981, shall be equal to the difference between:

                  (i)      the annual benefit which would be calculated, without
                           respect to any option election, calculated to be
                           payable as of the qualification date, under the
                           "Final Average Annual Pension Earnings" formula
                           (Formula E) of the Wyeth Plan - United States (or
                           Formula C of the Wyeth Plan - Canada) assuming the
                           "Rate of Annual Earnings" as defined in each Wyeth
                           Plan included the annual PIA Plan award granted in
                           each Plan Year to which such "Rate of Annual
                           Earnings" applies,

                                       and

                  (ii)     the annual benefit actually payable, under each Wyeth
                           Plan, as of the qualification date, without respect
                           to any option election.

                  For the purpose of the above "qualification date" means the
                  earliest of (i) the date of termination of employment, (ii)
                  the retirement date and (iii) the Normal Retirement Date.

          B.   The annual  benefit  payable under the  Supplemental  Plan, to an
               employee who reached his Normal  Retirement Date prior to October
               1, 1981, shall be equal to the difference between:

                  (i)      the annual benefit which would be calculated, without
                           respect to any option election, to be payable as of
                           the Normal Retirement Date, under the 2%/2.67% Career
                           Average Pension Earnings formula (Formula B) of the
                           Wyeth Plan, assuming the "Rate of Annual Earnings",
                           as defined in the Wyeth Plan included the annual PIA
                           Plan award granted in each Plan Year to which such
                           "Rate of Annual Earning" applies,

                                       and

                  (ii)     the annual benefit actually payable under the Wyeth
                           Plan, as of the Normal Retirement Date, without
                           respect to any option election.

                  The Supplemental Plan benefit shall be payable in accordance
                  with the same terms and conditions which are applicable to the
                  participant's benefit under the Wyeth Plan, including vesting
                  and whatever optional benefits he or she may elect or have
                  elected, in the same manner and to the same extent as provided
                  in such Wyeth Plan.

          C.   Effective as of April 1, 2001,  an election by a  Participant  to
               receive a  distribution  of his or her benefit  under the Plan in
               the form of a lump sum shall be  effective  six (6) months  after
               the date of his or her retirement  (and effective  April 1, 2002,
               twelve (12) months after his or her  retirement)  (the  "Deferral
               Period").  The plan  benefit of a  Participant  shall be credited
               with  interest on a quarterly  basis during the  Deferral  Period
               based upon the interest rate being used to determine the value of
               the Refund Feature under the Wyeth Retirement Plan on the date of
               the commencement of the Deferral Period. Such interest rate shall
               be adjusted  during the Deferral Period to reflect changes to the
               interest  rate being used to determine  the Refund  Feature under
               the Wyeth Retirement Plan. In the event a Participant dies during
               the Deferral Period, his or her plan benefit shall be paid to his
               or her  designated  beneficiary  in a lump sum payment as soon as
               practicable  after such death,  and shall be adjusted for include
               for interest credited during the Deferral Period.

               Notwithstanding  the foregoing,  a Participant may elect upon his
               or her retirement,  in lieu of receiving a lump sum  distribution
               from the Supplemental Plan, to transfer all or any portion of his
               or her plan benefit to the Wyeth  Deferred  Compensation  Plan on
               the terms and conditions set forth  therein,  in accordance  with
               the election procedure set forth in that plan.

V.       TERMINATION

         The Supplemental Plan may be terminated or amended at any time by the
         Retirement Committee of the Corporation, provided that benefits vested
         prior to such termination or amendment shall remain unaffected unless
         provided for under a qualified or other non-qualified plan.













</TEXT>
</DOCUMENT>
