AMERICAN HOME PRODUCTS CORP
DEFERRED COMPENSATION PLAN
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<DESCRIPTION>DEFERRED COMPENSATION PLAN
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        WYETH DEFERRED COMPENSATION PLAN

        PLAN DOCUMENT





        Restated as of April 1, 2001
        As Amended to March 11, 2002
















<PAGE>



PLAN DOCUMENT

PURPOSE

The Wyeth Deferred Compensation Plan (the "Plan") is an unfunded deferred
compensation plan, that provides certain key employees of Wyeth, a Delaware
corporation ("Wyeth") and its wholly-owned Subsidiaries in the United States,
including Puerto Rico (together with Wyeth, the "Company") with the opportunity
to voluntarily defer receipt of a portion of their compensation. Wyeth adopted
the Plan to enable the Company to attract and retain a select group of
management and highly compensated Employees.

SECTION ONE - DEFINITIONS

Whenever used in the Plan, unless clearly apparent from the context, the
following terms shall have the following meanings:

          (a)  "Administrator"  means the  Committee or such entity or person to
     whom the Committee may delegate  responsibility  for  administration of the
     Plan.

          (b) "Amended and Restated Effective Date" means April 1, 2001.

          (c) "Base Salary" means, except as set forth in the next sentence, for
     purposes of deferrals under the Plan, the annual base cash  compensation to
     be paid  during a Plan Year by the  Company  to an  Eligible  Employee  for
     services  rendered  during such Plan Year.  Notwithstanding  the foregoing,
     solely for  purposes  of  determining  whether an  Employee  is an Eligible
     Employee, "Base Salary" means the annual base compensation from all sources
     (i.e.,  regardless of whether United States source or foreign source) to be
     paid during a Plan Year by Wyeth and its  Subsidiaries  to an Employee  for
     services rendered during such Plan Year.

          (d) "Beneficiary"  means one or more persons or entities  (including a
     trust or estate)  designated  by a  Participant  to receive  payment of any
     unpaid balance in the Participant's  Deferral Account under the Plan in the
     event of the Participant's  death. Such designation shall be made on a form
     provided  by  the  Recordkeeper  and  approved  by  the   Administrator  in
     accordance with its rules as provided in Section 9(i).

          (e) "Board of Directors" means the Board of Directors of Wyeth.

          (f) "Bonus  Compensation"  means cash compensation to be paid during a
     Plan Year to an Eligible  Employee by the  Company  for  services  rendered
     under any  incentive  compensation  or bonus plan,  program or  arrangement
     which is maintained or which may be adopted by the Company.

          (g)  "Change  in  Control"  means  the  first  to  occur of any of the
     following events:

               (i)  any person or persons  acting in  concert  (excluding  Wyeth
                    benefit plans) becomes the beneficial owner of securities of
                    Wyeth  having at least  twenty  percent  (20%) of the voting
                    power of Wyeth's  then  outstanding  securities  (unless the
                    event  causing  the twenty  percent  (20%)  threshold  to be
                    crossed  is  an  acquisition  of  voting  common  securities
                    directly from Wyeth); or

               (ii) the consummation of any merger or other business combination
                    of Wyeth, sale or lease of Wyeth's assets, or combination of
                    the foregoing transactions (the "Transactions"),  other than
                    a Transaction  immediately  following which the shareholders
                    of  Wyeth  who  owned  shares   immediately   prior  to  the
                    Transaction (including any trustee or fiduciary of any Wyeth
                    employee  benefit  plan)  own,  by  virtue  of  their  prior
                    ownership of Wyeth's  shares,  at least  sixty-five  percent
                    (65%) of the voting power,  directly or  indirectly,  of (a)
                    the  surviving  corporation  in any  such  merger  or  other
                    business  combination;  (b) the  purchaser  or lessee of the
                    Wyeth's  assets;  or (c) both the surviving  corporation and
                    the purchaser or lessee in the event of any  combination  of
                    Transactions; or

               (iii)within any  twenty-four  (24) month period,  the persons who
                    were  directors  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  or the board of  directors  of a
                    successor to Wyeth.  For this purpose,  any director who was
                    not a director  at the  beginning  of such  period  shall be
                    deemed to be an  Incumbent  Director  if such  director  was
                    elected   to  the   Board  of   Directors   by,  or  on  the
                    recommendation   of  or  with  the  approval  of,  at  least
                    two-thirds of the directors who then  qualified as Incumbent
                    Directors  (so long as such  director was not nominated by a
                    person  who has  expressed  an  intent to effect a Change in
                    Control or engage in a proxy or other control contest).

          (h) "Code"  means the Internal  Revenue Code of 1986,  as amended from
     time to time.

          (i) "Committee"  means the Compensation and Benefits  Committee of the
     Board of Directors.

          (j) "Company" means Wyeth, a Delaware corporation ("Wyeth"),  together
     with its wholly owned  Subsidiaries in the United States,  including Puerto
     Rico.

          (k) "Deemed  Interest"  means the amount of  interest  that would have
     been earned had an amount  deferred  hereunder  been invested at the Deemed
     Rate of Interest.

          (l) "Deemed Rate of  Interest" - means (i) prior to June 1, 1999,  the
     average  of the  quarter  end  yields  for a ten (10)  year  period  ending
     September  30 of the prior  year of the ten (10) year U.S.  Treasury  notes
     plus two percent (2%);  and (ii)  thereafter,  ten percent (10%) per annum,
     compounded  quarterly.  The Deemed Rate of Interest  in  subparagraph  (ii)
     above may be increased or decreased  from time to time by the  Committee as
     it may deem appropriate;  provided that no such decrease shall be effective
     for  Deemed  Interest  accruing  prior to the latest of: (i) April 1, 2004,
     (ii) the date of the Committee action implementing such decrease, and (iii)
     the date such  decrease is  communicated  generally  to  Participants;  and
     provided,  further,  that,  if  effective  on or after  April  1,  2004 the
     Committee decreases the Deemed Rate of Interest below ten percent (10%) per
     annum,  such  decrease  shall not apply to any amounts  which were deferred
     prior to the date of such  decrease,  and the ten  percent  (10%) per annum
     rate shall continue to apply with respect to such amounts (unless and until
     another Investment Option is subsequently elected).

          (m) "Deferral  Account"  means a bookkeeping  account  (including  all
     subaccounts)  maintained by the Recordkeeper for each Participant to record
     his or her balance under the Plan. A Participant's  Deferral  Account shall
     consist of the sum of: (i) all of a Participant's deferrals under the Plan,
     whether  made  before or after the  Amended and  Restated  Effective  Date,
     including  amounts  rolled  into the  Predecessor  Plan as of the  Original
     Effective  Date,  plus or minus (ii)  Investment  Earnings/Losses  on those
     amounts in accordance with the applicable  crediting provisions of the Plan
     that  relate  to  the  Participant's  Deferral  Account,  minus  (iii)  all
     distributions   or  withdrawals  made  to  a  Participant  or  his  or  her
     Beneficiary  pursuant  to the  Plan  that  relate  to  his or her  Deferral
     Account.

          (n)  "Disability"   means  a  period  of  disability  during  which  a
     Participant qualifies for permanent disability benefits under the Company's
     long-term  disability  plan, or, if a Participant  does not  participate in
     such a plan, a period of disability during which the Participant would have
     qualified  for  permanent  disability  benefits  under  such a plan had the
     Participant  been a  Participant  in such a plan, as determined in the sole
     discretion  of the  Administrator.  If the Company  does not sponsor such a
     plan,  or  discontinues  to  sponsor  such  a  plan,  Disability  shall  be
     determined by the Administrator in its sole discretion.

          (o) "Election Form" means the form or forms  established  from time to
     time by the Administrator,  that a Participant completes, signs and returns
     to the Recordkeeper to make an election under the Plan.

          (p) "Eligible Employee" means an active Employee of the Company who is
     scheduled  to  receive  Base  Salary for the Plan Year of not less than one
     hundred fifty-five  thousand dollars ($155,000) or such other amount as may
     be determined from time to time by the Administrator.  The determination of
     whether  an  Employee  is an  Eligible  Employee  shall be made at the sole
     discretion of the Administrator.

          (q) "Employee" means any employee of the Company.

          (r)  "Executive  Retirement  Payments"  means the payments an Eligible
     Employee is eligible to receive from the Wyeth ERP, the Wyeth SERP, and the
     Wyeth SESP.

          (s) "Investment  Earnings/Losses"  means the income,  gains and losses
     that would have been  realized had an amount  deferred  hereunder  actually
     been  invested  in  the  Investment   Option  or  Options   selected  by  a
     Participant.

          (t)  "Investment  Options" means the  investment  options as listed in
     Appendix  A,  which is  attached  hereto  and  incorporated  herein by this
     reference, that are used as hypothetical investment options among which the
     Participant  may allocate all or a portion of his or her Deferral  Account.
     The Administrator may amend or change available  Investment  Options (other
     than the Deemed Rate of Interest Investment Option) from time to time as it
     deems appropriate in its sole discretion,  as provided for in Section 7(f);
     it being understood that the Deemed Rate of Interest may be amended only by
     the Committee in accordance with Section 1(o) above.

          (u) "Normal  Retirement Date" shall have the same meaning as set forth
     in the Wyeth Retirement Plan - United States.

          (v) "Original  Effective  Date" means the original  effective date for
     the Predecessor Plan, which was July 31, 1997.

          (w)  "Participant"  means an Employee or Retiree (for so long as he or
     she  retains a Deferral  Account  under the  Plan):  (i) who at the time of
     commencement  of his or her  participation  in  the  Plan  was an  Eligible
     Employee,  (ii) who elects to participate in the Plan,  (iii) who signs and
     returns all enrollment forms required by the  Recordkeeper,  and (iv) whose
     signed  form(s) are accepted by the  Recordkeeper.  The term  "Participant"
     shall  include  an  individual,  including  a  Retiree,  who is not  making
     deferrals but retains a Deferral Account in the Plan (including through the
     Predecessor Plan).

          (x) "Plan"  means the Wyeth  Deferred  Compensation  Plan as set forth
     herein and as it may be amended and/or restated from time to time.

          (y) "Plan Year" means the calendar year.

          (z)  "Predecessor  Plan" means the American Home Products  Corporation
     Deferred  Compensation  Plan,  which was effective as of July 31, 1997, and
     which  replaced  and  subsumed  all  Company  sponsored  deferral  plans or
     programs that existed for members of a select group of management Employees
     prior to July 31, 1997.

          (aa)  "Recordkeeper"  means the entity  selected by the  Administrator
     from  time  to  time  to  maintain  records  of the  Deferral  Accounts  of
     Participants and provide administrative services.

          (bb) "Retiree" - means an individual who is Retired.

          (cc)  "Retirement",  "Retire(s)" or "Retired"  means  separation  from
     employment  from the Company for any reason  other than a leave of absence,
     death or  Disability  on or after the earlier of the  attainment of (i) age
     sixty-five (65) or (ii) age fifty-five (55) with five (5) Years of Service.

          (dd)  "Retirement  Benefit"  means  the  type  and  form  of  payments
     available to a Participant upon Retirement as described in Section 8(b).

          (ee) "Retirement Benefit Installment Payout Dates" means, with respect
     to a deferral made by a Participant,  the first day of the calendar quarter
     elected (initially or upon re-deferral  pursuant to Section 8(b)(3)) by the
     Participant for the  commencement of installment  payments and, in the case
     of annual  installments,  the anniversary dates thereof and, in the case of
     quarterly installments,  the first day of each calendar quarter thereafter,
     in each case  through  the final  installment  payout  date  elected by the
     Participant with respect to such deferral;  provided that the first of such
     dates shall be (A) with respect to Executive Retirement Payments,  not less
     than twelve (12) months  after the  Participant's  Retirement  date and (B)
     with  respect to all other  Retirement  Benefit  payments,  on or after the
     Participant's  Retirement  date;  and  provided,  further,  that the  final
     installment payout date with respect to such deferral occurs (X) no earlier
     than the second  anniversary  of the first  installment  payment and (Y) no
     later  than  the  earlier  of  (I)  the  quarter  prior  to  the  fifteenth
     anniversary  of the  first  installment  payment  and  (II)  the  fifteenth
     anniversary of the Participant's Normal Retirement Date.

          (ff) "Retirement  Benefit Lump Sum Payout Date" means, with respect to
     a deferral  made by a  Participant,  the first day of the calendar  quarter
     elected (initially or upon re-deferral  pursuant to Section 8(b)(3)) by the
     Participant  for a lump sum payout of a Retirement  Benefit;  provided that
     such date shall be (A) with respect to Executive Retirement  Payments,  not
     less than twelve (12) months after the  Participant's  Retirement  date and
     (B) with respect to all other Retirement Benefit payments,  on or after the
     Participant's Retirement date; and provided,  further, that such date shall
     be no later than the  fifteenth  anniversary  of the  Participant's  Normal
     Retirement Date.

          (gg) "Retirement  Eligible" means a Participant who is an Employee and
     who has  attained  the  earlier  of (i) age  sixty-five  (65),  or (ii) age
     fifty-five (55) with five (5) Years of Service.

          (hh) "Severance  Payments" means severance payments (including pension
     enhancements)  payable pursuant to Change in Control  severance  agreements
     entered into between Wyeth and members of the Finance Committee, Operations
     Committee, and other principal elected corporate officers and key Employees
     of Wyeth,  which  provide for severance  benefits to such  Employees in the
     event of their termination of employment following a Change in Control.

          (ii)  "Short-Term  Payout"  means  the type of payout  available  to a
     Participant as described in Section 8(a).

          (jj) "Short-Term  Payout Date" means,  with respect to a deferral made
     by a  Participant,  the first day of the  calendar  quarter  elected by the
     Participant  for payment of a Short-Term  Payout;  provided  that such date
     shall be in a Plan Year which,  in the case of an initial  election,  is at
     least  three (3) but no more than  fifteen  (15) years after the end of the
     Plan Year in which the  deferral  occurs  and in the case of a  re-deferral
     pursuant  to  Section  8(a)(2),  is at least  three  (3) but not more  than
     fifteen (15) years after the date on which the Short-Term  Payout,  but for
     the re-deferral,  would have been paid; and provided, further, that in each
     case such date  shall be no later  than the  fifteenth  anniversary  of the
     Participant's Normal Retirement Date.

          (kk)  "Subsidiary(ies)"  means,  as to any  person,  any  corporation,
     partnership or joint venture, of which (or in which) such person,  together
     with one or more of its subsidiaries, directly or indirectly owns more than
     fifty  percent  (50%) of the  interest  in the  capital  or profits of such
     corporation, partnership or joint venture.

          (ll)  "Trust  Agreement"  means an  agreement  between the Trustee and
     Wyeth  covering a grantor  trust which  Wyeth may, in its sole  discretion,
     establish in connection with the Plan as described in Section 9(g).

          (mm)  "Trustee"  means the trustee named by Wyeth from time to time as
     the trustee for the Trust Agreement.

          (nn) "Wyeth ERP" means the Wyeth Executive Retirement Plan, as amended
     from time to time.

          (oo) "Wyeth SERP" means the Wyeth  Supplemental  Executive  Retirement
     Plan, as amended from time to time.

          (pp) "Wyeth SESP" means the Wyeth Supplemental  Employee Savings Plan,
     as amended from time to time.

          (qq) "Year of  Service"  shall  have the same  meaning as in the Wyeth
     Retirement Plan.

          (rr)  "Yearly  or  Quarterly  Installment  Method"  means a yearly (or
     quarterly)  installment  payment  over the  number of years  (or  quarters)
     selected by the  Participant  in  accordance  with the Plan,  calculated as
     follows:  the Deferral Account of the Participant shall be calculated as of
     the  close  of  business  on the  date of  reference  (or,  if the  date of
     reference  is not a business  day, on the  immediately  following  business
     day). The date of reference with respect to the first yearly (or quarterly)
     installment  payment dates shall be as provided in Section  1(hh),  and the
     date  of  reference  with  respect  to  subsequent  yearly  (or  quarterly)
     installment payment dates shall be the anniversary date or dates thereof in
     the  applicable  year.  The  yearly  (or  quarterly)  installment  shall be
     calculated by multiplying the portion of the Deferral Account not allocated
     to the Deemed Interest  Investment  Option by a fraction,  the numerator of
     which is one (1), and the  denominator of which is the remaining  number of
     yearly (or quarterly)  payments due the Participant.  By way of example, if
     the   Participant   elects  ten  (10)  yearly  (or  forty  (40)  quarterly)
     installment  payments,  the first  payment  shall be  one-tenth  (1/10) (or
     one-fortieth  (1/40)) of the Deferral  Account,  calculated as described in
     this definition.  For the following payment, the payment shall be one-ninth
     (1/9) (or one thirty-ninth  (1/39)) of the Deferral Account,  calculated as
     described in this definition.

SECTION TWO - DEFERRALS UNDER THE PREDECESSOR PLAN

     Prior  to the  Amended  and  Restated  Effective  Date of the  Plan,  Wyeth
     maintained the Predecessor Plan, which allowed members of a select group of
     management  or highly  compensated  employees  to defer  receipt of various
     types of  compensation.  In addition,  some of those employees had separate
     non-qualified  plan balances  consolidated  into the Predecessor Plan as of
     the Original  Effective  Date.  Except as otherwise  provided  herein,  any
     Participant  who has a Deferral  Account  as of the  Amended  and  Restated
     Effective  Date shall  continue to have that portion of his or her Deferral
     Account that is in existence as of that date governed under the Plan by the
     distribution   provisions  of  the  Predecessor  Plan  as  elected  by  the
     Participant   prior  to  the   Amended   and   Restated   Effective   Date.
     Notwithstanding the foregoing,  a Participant with such a balance who is an
     Eligible  Employee on March 31,  2001,  shall have the right (1) by June 1,
     2001 to amend any  distribution  election  made  prior to the  Amended  and
     Restated  Effective Date to conform with the  distribution  options allowed
     under  Section 8,  provided  that (i) such election is in a form and manner
     approved  by the  Administrator,  (ii) to the  extent  that such  amendment
     relates  to the  deferrals  of Base  Salary  for the 2001  Plan  Year,  the
     distribution election designated by the Participant in such amendment shall
     govern all deferrals of Base Salary during the 2001 Plan Year and (iii) any
     such  election  does not apply (A) to the portion of each  balance  that is
     otherwise  payable under a prior election  within six (6) months of June 1,
     2001,  or (B) to the extent  that it would  accelerate  the  payment of any
     distribution  to a date on or before  December 1, 2001; and (2) thereafter,
     to amend any  distribution  election in accordance  with and subject to the
     provisions  of  Section  8.  Further,   notwithstanding  the  foregoing,  a
     Participant with such a balance may elect  Investment  Options with respect
     thereto in accordance with and subject to the provisions of Section 7(d).

SECTION THREE - PARTICIPATION IN THE PLAN

               (a)  Participation on the Amended and Restated  Effective Date. A
          Participant  in the  Predecessor  Plan  on the  Amended  and  Restated
          Effective  Date shall  continue to be a  Participant  in the Plan.  An
          Employee  who is not a  Participant  as of the  Amended  and  Restated
          Effective Date but is an Eligible Employee, shall become a Participant
          as of the Amended and Restated  Effective  Date if he or she completes
          and  files  in  a  timely  manner  all  forms  required  to  become  a
          Participant in the Plan in accordance  with the enrollment  procedures
          set forth below.

               (b) Participation  after the Amended and Restated Effective Date.
          An Employee  who is an Eligible  Employee on the Amended and  Restated
          Effective  Date,  and  who  does  not  initially  elect  to  become  a
          Participant,  or an Employee  who first  becomes an Eligible  Employee
          after the Amended and Restated  Effective Date during a Plan Year, may
          commence  participation  in the Plan as set forth in Section  3(c) and
          (d) below.


               (c)  Enrollment  Requirements.  As a condition to  participation,
          each  Eligible  Employee who elects to  participate  in the Plan shall
          complete,  execute,  and return to the Recordkeeper  such forms as are
          required  from time to time by the  Administrator,  and all such forms
          must be submitted to the Recordkeeper within thirty (30) days (or such
          other  time  period  as  the  Administrator  determines  in  its  sole
          discretion)  of the date that an Employee is first notified that he or
          she is an  Eligible  Employee.  In  addition,  the  Administrator  may
          establish from time to time such other  enrollment  requirements as it
          determines in its sole discretion are appropriate.

               (d) Commencement of Participation.  Except as provided in Section
          3(a) above,  once an Eligible  Employee has met all of the  enrollment
          requirements set forth in the Plan,  including  returning all required
          documents  within the  specified  time period,  the Eligible  Employee
          shall commence participation in the Plan on the first day of the month
          following  the  month in which the  Eligible  Employee  completes  all
          enrollment requirements;  provided, however that the Administrator may
          designate,  in its sole discretion,  another commencement date that is
          administratively reasonable. If an Eligible Employee fails to meet all
          of  the  enrollment   requirements   within  the  period  required  in
          accordance  with Section 3(c),  that Employee shall not be eligible to
          participate  in the Plan  again  until the first day of the  following
          Plan Year,  again subject to timely  delivery to and acceptance by the
          Recordkeeper of the required forms.

SECTION FOUR - DEFERRALS UNDER THE PLAN

               (a) Deferral of Base Salary and/or Bonus Compensation.

               (1)  Subject to the  following  sentence,  for each Plan Year,  a
                    Participant  may  designate a percentage  of his or her Base
                    Salary and/or Bonus  Compensation  that is payable in a Plan
                    Year to be  deferred  in  accordance  with  Section 6. To be
                    eligible  to make a deferral  of Base  Salary (but not Bonus
                    Compensation)  into the Plan, six percent (6%) of the amount
                    of Base Salary  elected must be deferred in accordance  with
                    the Plan for a Plan Year to be deferred under the Wyeth SESP
                    for the same Plan Year in  accordance  with the Wyeth SESP's
                    rules. The remaining  elected deferral amount under the Plan
                    shall then be deferred into the Plan.

               (2)  For each Base  Salary  and/or  Bonus  Compensation  deferral
                    (adjusted to reflect Investment Earnings/Losses with respect
                    thereto), a Participant shall make appropriate  distribution
                    elections in accordance with Section 8 below with respect to
                    such deferral amounts.  Notwithstanding any provision of the
                    Plan to the contrary, all elections with respect to the 2002
                    Plan Year and each Plan Year thereafter shall be required to
                    provide  for the same  Short-Term  Payout  Date,  Retirement
                    Benefit   Lump  Sum  Payout  Date  or   Retirement   Benefit
                    Installment  Payout  Dates,  as the  case  may  be,  for all
                    deferrals of Base Salary and Bonus  Compensation in the same
                    Plan Year.

               (3)  A deferral  election  described  above in this  Section 4(a)
                    with  respect  to any Plan Year may not be  revoked,  except
                    that a Participant may revoke completely a deferral election
                    for  Base   Salary  not  yet  earned  at  the  time  of  the
                    Participant's  revocation  election  (which  revocation will
                    itself be irrevocable for the remainder of the Plan Year).

               (b) Deferral of Severance Payments.

               (1)  A  Participant  may  designate a percentage of any Severance
                    Payment  that is  payable in a Plan Year to be  deferred  in
                    accordance  with  Section 6,  provided,  however,  that such
                    designation shall be given effect only if the Participant is
                    Retirement Eligible at the time of his or her termination of
                    employment.

               (2)  For any  Severance  Payment  deferral  (adjusted  to reflect
                    Investment   Earnings/Losses   with  respect   thereto),   a
                    Participant shall make appropriate distribution elections in
                    accordance  with  Section 8 below with  respect to each such
                    deferral.

               (c) Deferral of Executive Retirement Payments.

               (1)  A  Participant  may  designate  a  percentage  of his or her
                    Executive  Retirement  Payments to be deferred in accordance
                    with Section 6,  provided,  however,  that such  designation
                    shall be given effect only if the  Participant is Retirement
                    Eligible  at  the  time  of  his  or  her   termination   of
                    employment.

               (2)  For each Executive  Retirement Payment deferral (adjusted to
                    reflect Investment  Earnings/Losses with respect thereto), a
                    Participant shall make appropriate distribution elections in
                    accordance  with  Section 8 below.  A  Participant  shall be
                    permitted to make a separate  deferral election with respect
                    to amounts  transferred to the Plan from the Wyeth SERP, the
                    Wyeth ERP and/or the Wyeth SESP.

               (d)  Minimum/Maximum  Amount of  Deferral.  For each Plan Year, a
          Participant  may  elect  to defer  Base  Salary,  Bonus  Compensation,
          Severance   Payments  and/or   Executive   Retirement   Payments,   if
          applicable,  under  Section  4(a)-(c) in  increments  of at least five
          percent (5%)  (unless the  Administrator  determines  otherwise in its
          sole  discretion)  up to a maximum  deferral  of one  hundred  percent
          (100%) of each type of deferral  the  Participant  elects to make with
          respect to that Plan Year.

SECTION FIVE - INVESTMENT EARNINGS/LOSSES

               (a) Deemed  Interest Prior to the Amended and Restated  Effective
          Date.  Prior to the  Amended  and  Restated  Effective  Date,  amounts
          credited  to the  Predecessor  Plan  shall be  deemed  to have  earned
          interest at the Deemed Rate of Interest  then in effect,  as adjusted.
          Such Deemed  Interest  shall be credited to the  Deferral  Accounts of
          Participants  in accordance  with the crediting  provisions of Section
          7(g).

               (b)  Investment  Earnings/Losses  On and  After the  Amended  and
          Restated  Effective  Date.  On and  after  the  Amended  and  Restated
          Effective  Date:  (i) amounts in the Plan on the Amended and  Restated
          Effective  Date, (ii) Base Salary and/or Bonus  Compensation  deferred
          under the Plan, (iii) Executive Retirement Payments deferred under the
          Plan, and (iv) Severance  Payments  deferred under the Plan,  shall be
          deemed  to  have  realized  Investment  Earnings/Losses  based  on the
          Investment  Option  or  Options  selected  from  time  to  time by the
          respective  Participants.  Such  Investment  Earnings/Losses  shall be
          credited  and  debited to the  Deferral  Accounts of  Participants  in
          accordance with the debiting and crediting provisions of Section 7(g).

SECTION SIX - DEFERRAL ELECTIONS

               (a) Deferral  Elections.  All deferrals  made in accordance  with
          Section 4 shall be evidenced by the Participant's  properly  executing
          and submitting  such Election Forms and other forms as may be required
          by the  Recordkeeper  in  accordance  with its rules and the rules set
          forth in this Section 6.

               (b)  Deferrals of Base Salary and/or Bonus  Compensation.  Except
          for a Participant's first year of Plan participation,  a Participant's
          election to defer Base Salary and/or Bonus  Compensation in accordance
          with  Section  4(a) with  respect  to a  particular  Plan Year must be
          received  by the  Recordkeeper  no  later  than  the  last  day of the
          preceding  Plan  Year.  For  a   Participant's   first  year  of  Plan
          participation,  deferral  elections  must be made in  accordance  with
          Section  3(c) and shall  only  apply to Base  Salary  earned and Bonus
          Compensation  first  determined  after the election.  Each Participant
          must   designate  on  the  Election   Form  the  timing  and  form  of
          distribution of such Base Salary and/or Bonus  Compensation  (adjusted
          to  reflect  Investment   Earnings/Losses  with  respect  thereto)  in
          accordance with the distribution options described in Section 8.

               (c) Deferrals of Severance Payments. A Participant's  election to
          defer a Severance  Payment in  accordance  with  Section  4(b) must be
          received by the Recordkeeper  prior to the date the applicable  Change
          in Control  following which a Participant  becomes entitled to receive
          such Severance Payment. The Participant must designate on the Election
          Form the  timing and form of  distribution  of the  Severance  Payment
          (adjusted to reflect Investment  Earnings/Losses with respect thereto)
          in accordance with the options described in Section 8.

               (d) Deferrals of Executive  Retirement  Payments. A Participant's
          election to defer  Executive  Retirement  Payments in accordance  with
          Section 4(c) must be received by the Recordkeeper prior to the date of
          the  Participant's  Retirement.  The Participant must designate on the
          Election  Form the timing and form of such  distribution  of Executive
          Retirement  Payments (adjusted to reflect  Investment  Earnings/Losses
          with  respect  thereto) in  accordance  with the options  described in
          Section  8.  Notwithstanding  any other  provision  of the Plan to the
          contrary,  an election to defer such  payments  made after the Amended
          and  Restated  Effective  Date shall not apply (i) unless the  payment
          elected is  scheduled  to  commence  not less than  twelve (12) months
          after  the  election  is made,  or (ii) to any  payment  scheduled  to
          commence  within twelve (12) months of such election.

SECTION SEVEN - DEFERRAL ACCOUNTS

               (a)  Establishment of Deferral  Accounts.The  Recordkeeper  shall
          establish and maintain an individual  Deferral  Account under the Plan
          on behalf of each  Participant  by or on behalf of whom deferrals have
          been made under Section 4 to track the Investment  Earnings/Losses  or
          other elections applicable to the Deferral Account of the Participant.
          The  Deferral   Account  of  each  Participant  may  have  subaccounts
          established  and  maintained as  appropriate to reflect the Investment
          Option(s) and/or distribution elections selected by the Participant.

               (b)  Crediting  of Amounts  Deferred.  A  Participant's  Deferral
          Account  shall be credited by the  Recordkeeper  for deferral  amounts
          after  such  amounts  are   withheld   and  deferred   pursuant  to  a
          Participant's  elections  on the  appropriate  Election  Form  with an
          amount equal to the amounts  deferred by the Participant in accordance
          with Section 7(g). Such amounts shall be allocated among the available
          Investment  Options  in  accordance  with the  selections  made by the
          Participant among the Investment Options pursuant to Section 7(f).

               (c)  Crediting/Debiting  of Deferral Account.  In accordance with
          Section  7(g)  and  subject  to the  rules  and  procedures  that  are
          established  from  time  to  time  by  the  Administrator  and/or  the
          Recordkeeper  (which  may  or  may  not  be  in  writing),  Investment
          Earnings/Losses  shall  be  credited  or  debited  to a  Participant's
          Deferral Account.

               (d) Election of Investment Options. A Participant,  in connection
          with  his or her  initial  deferral  election  under  the  Plan  or in
          connection  with the  amendment  and  restatement  of the Plan,  shall
          elect, on the Election  Form(s),  one or more Investment  Option(s) as
          described in Section 7(f) below to be used to determine the additional
          amounts to be credited or debited to his or her Deferral Account. Such
          elections  shall  continue  to  apply to his or her  Deferral  Account
          unless changed in accordance  with the next sentence.  The Participant
          may (but is not required to) elect on any business  day, by submitting
          an  Election  Form(s)  to the  Recordkeeper  that is  accepted  by the
          Recordkeeper  (which  submission may take the form of an electronic or
          telephonic   transmission,   if   required   or   permitted   by   the
          Administrator),  to add or delete one or more Investment  Option(s) to
          be used to determine the additional  amounts to be credited or debited
          to his or her Deferral Account, or to change the portion of his or her
          Deferral  Account  allocated  to  each  previously  or  newly  elected
          Investment  Option(s).  If an election is made in accordance  with the
          previous  sentence,  it shall  apply  the next  business  day  (unless
          otherwise  determined by the  Administrator)  and shall continue until
          the  Participant  makes any changes to those  elections in  accordance
          with the previous sentence. Notwithstanding the foregoing, in no event
          may a  Participant  elect to add or delete the Deemed Rate of Interest
          as an  Investment  Option or add amounts to or transfer  amounts  from
          that  Investment  Option,  once  any  Retirement  Benefit  payment  as
          described in Section 8(b) has  commenced.  The Company may impose such
          restrictions on transfers by Participants in the Company Stock Fund as
          it deems  necessary  or  advisable  in order to comply with federal or
          state securities laws (including, but not limited to Rule 16b-3 of the
          Securities Exchange Act of 1934, as amended).  Any Participant subject
          to such  restrictions  shall be notified by the  Administrator  or its
          delegate.

               (e) Proportionate Allocation. In making any election described in
          Section  7(d) above,  the  Participant  shall  specify on the Election
          Form(s),  in  percentage  increments  of at least  five  percent  (5%)
          (unless the Administrator determines otherwise in its sole discretion)
          the  percentage  of his or her Deferral  Account to be allocated to an
          Investment Option.

               (f)  Investment  Options.  The  Administrator  may,  in its  sole
          discretion, amend or change available Investment Options in accordance
          with Section 1(w) and subject to Section 1(o). Any  discontinuation of
          an  Investment  Option shall not take effect prior to the first day of
          the calendar quarter that follows by at least thirty (30) days the day
          on which the Administrator generally gives Participants written notice
          of such change. If any Investment Option is discontinued, Participants
          having  selected  such  Investment   Option  must  designate   another
          Investment  Option  for the  portion  by his or her  Deferral  Account
          allocated   thereto   within   the   timeframe   designated   by   the
          Administrator. A Participant may elect any new Investment Option added
          by the  Administrator ten (10) business days after being notified that
          the  Investment  Option was added.  If the  Recordkeeper  receives  an
          initial  Election  Form  that it deems to be  incomplete,  unclear  or
          improper,  the Participant  shall be deemed to have filed no direction
          with respect thereto. If the Recordkeeper  receives a revised Election
          Form that it deems to be incomplete,  unclear or improper, or fails to
          receive a revised  Election Form when one is required to be filed, the
          Participant's  Investment  Option election then in effect shall remain
          in effect, except in the case of a discontinued  Investment Option, in
          which case the Participant  shall be deemed to have filed no direction
          with respect thereto.  If the Recordkeeper  possesses (or is deemed to
          possess as provided in the previous  sentence) at any time  directions
          as to  Investment  Options  of  less  than  all of  the  Participant's
          Deferral Account,  the Participant shall be deemed to have elected for
          the  undesignated  portion of his or her  Deferral  Account the Deemed
          Interest   Investment  Option  or  such  other  Investment  Option  as
          determined  by  the   Administrator  in  its  sole  discretion.   Each
          Participant  hereunder,  as a  condition  to his or her  participation
          hereunder,  agrees to indemnify and hold harmless the  Committee,  the
          Administrator,  and the Company, and their agents and representatives,
          from any  losses or  damages of any kind  relating  to the  Investment
          Options made available hereunder.

               (g) Crediting or Debiting Method. The performance of each elected
          Investment  Option (either positive or negative) will be determined by
          the  Recordkeeper,  in accordance  with the rules  established  by the
          Administrator in its sole discretion,  based on the performance of the
          actual Investment Options themselves. A Participant's Deferral Account
          shall be credited  or debited on each  business  day, or as  otherwise
          determined  by  the   Recordkeeper   in  accordance   with  the  rules
          established by the  Administrator in its sole  discretion,  as though:
          (i) the amounts of the  Participant's  deferral election were actually
          deferred no later than the close of business on the third business day
          after the day on which (x) such amounts were otherwise  payable to the
          Participant as Base Salary, Bonus Compensation, or a Severance Payment
          and (y) in the case of Executive  Retirement  Payments the date of the
          Participant's  Retirement;  (ii) a Participant's  Deferral Account was
          actually  invested  in  the  Investment  Options(s)  selected  by  the
          Participant,  in the percentages elected by the Participant as of such
          date,  at the closing price on such date;  and (iii) any  distribution
          made to a  Participant  that  decreases  such  Participant's  Deferral
          Account  ceased being invested in the  Investment  Options(s),  in the
          percentages applicable to such day, no earlier than three (3) business
          days prior to the distribution, at the closing price on such date.

               (h) No Actual Investment.  Notwithstanding any other provision of
          the  Plan,  the  Investment  Options  are to be used  for  measurement
          purposes only,  and a  Participant's  election of any such  Investment
          Options,  the allocation to his or her Deferral Account  thereto,  the
          calculation  of  additional  amounts and the  crediting or debiting of
          such  amounts  to  a  Participant's  Deferral  Account  shall  not  be
          considered  or construed in any manner as an actual  investment of his
          or her Deferral Account in any such Investment  Options.  In the event
          that Wyeth, in its  discretion,  decides to invest funds in any or all
          of the Investment  Options, no Participant shall have any rights in or
          to such  investments  themselves.  Without  limiting the foregoing,  a
          Participant's  Deferral  Account  shall at all times be a  bookkeeping
          entry only and shall not represent any  investment  made on his or her
          behalf  by Wyeth or the  Trust.  The  Participant  shall at all  times
          remain an unsecured creditor of Wyeth.

SECTION EIGHT- DISTRIBUTIONS

               (a) Short-Term Payouts.

               (1)  Commencement of Payment of Short-Term Payouts. In connection
                    with  each  election  to  defer  Base  Salary  and/or  Bonus
                    Compensation,   a   Participant   may  elect  to  receive  a
                    "Short-Term  Payout"  with  respect  to  each  such  elected
                    deferral. Each Short-Term Payout shall be a lump-sum payment
                    equal  to the  deferred  amount,  plus or  minus  Investment
                    Earnings/Losses  debited or  credited  thereto in the manner
                    provided  in  Section  7(g),  determined  at  the  time  the
                    Short-Term  Payout becomes payable.  Each Short-Term  Payout
                    elected  shall be  payable  on the  Short-Term  Payout  Date
                    designated  by the  Participant  on the  Election  Form with
                    respect thereto. Short-Term Payouts shall be made as soon as
                    practicable  after the  applicable  Short-Term  Payout  Date
                    elected by the Participant on the applicable  Election Form,
                    provided,  that in no event shall such payment be made later
                    than thirty (30) days after the relevant elected date.

               (2)  Re-Deferral of Short Term Payout.  Notwithstanding  anything
                    in the Plan to the contrary,  a Participant who is an active
                    Employee,  may,  with  respect  to each  elected  Short-Term
                    Payout, on a form designated by the Recordkeeper,  elect (on
                    one or more occasions) to re-defer such Short-Term Payout to
                    another allowable Short-Term Payout Date; provided, however,
                    that any such  re-deferral  election  shall  not  apply  (i)
                    unless it is accepted by the Recordkeeper in accordance with
                    the  rules  established  by the  Administrator  in its  sole
                    discretion,  and (ii) to any  payment  that  would have been
                    made under a prior election within twelve (12) months of the
                    date of such new  election.  In the event  that a  scheduled
                    Short-Term Payout, if paid, would (or in the judgment of the
                    Administrator,  acting  in its  sole  discretion,  would  be
                    reasonably  likely to)  result in the loss of  deductibility
                    for federal income tax purposes of any compensation  paid by
                    the Company due to the  limitations of Section 162(m) of the
                    Code in any given year, then the scheduled Short-Term Payout
                    shall be automatically re-deferred for a period of three (3)
                    years.  Subject to the  foregoing,  the last  Election  Form
                    accepted by the  Recordkeeper  shall  govern the  Short-Term
                    Payout Date of that Short-Term  Payout  (adjusted to reflect
                    Investment Earnings/Losses with respect thereto).

               (3)  Changing a  Short-Term  Payout to a  Retirement  Benefit.  A
                    Participant may change any Short-Term  Payout election up to
                    the date of  Retirement to an allowable  Retirement  Benefit
                    payout   by   submitting   a  new   Election   Form  to  the
                    Recordkeeper;  provided  that any such  Election Form is (i)
                    submitted   at  least   twelve  (12)  months  prior  to  the
                    Retirement  Benefit  Lump  Sum  Payout  Date or the  initial
                    Retirement Benefit  Installment Payout Date, as the case may
                    be,  elected by the  Participant,  and (ii)  accepted by the
                    Recordkeeper in accordance with the rules established by the
                    Administrator  in its sole  discretion;  provided,  further,
                    that such election shall not apply to any payment that would
                    have been made under a prior  election  within  twelve  (12)
                    months of the date of such new election.

               (b) Retirement Benefit Payout.

               (1)  Commencement  of  Retirement   Benefit.  A  Participant  who
                    Retires  shall  receive,  as  a  "Retirement  Benefit",  the
                    portion of his or her  Deferral  Account  that he or she has
                    not elected to be  distributed  in the form of a  Short-Term
                    Payout,  or  that  is not  distributed  in  accordance  with
                    another   provision   of  the  Plan  as  a  result   of  the
                    Participant's death, Disability or termination of employment
                    prior to Retirement.

               (2)  Time  of   Payment   of   Retirement   Benefit.   An  active
                    Participant,  in  connection  with each type of  deferral of
                    Retirement  Benefits,  shall elect to receive that  deferral
                    (adjusted to reflect Investment Earnings/Losses with respect
                    thereto) on either a Retirement Benefit Lump Sum Payout Date
                    or on Retirement Benefit Installment Payout Dates elected by
                    such  Participant.  A Participant  may change any Retirement
                    Benefit  payout  election up to the date of Retirement to an
                    allowable  alternative  Retirement  Benefit  payout  date or
                    dates by submitting a new Election Form to the Recordkeeper;
                    provided  that any such  Election  Form is (i)  submitted at
                    least  twelve (12) months  prior to the  Retirement  Benefit
                    Lump  Sum  Payout  Date or the  initial  Retirement  Benefit
                    Installment  Payout Date, as the case may be, elected by the
                    Participant,  and  (ii)  accepted  by  the  Recordkeeper  in
                    accordance with rules  established by the  Administrator  in
                    its  sole  discretion;  and  provided,  further,  that  such
                    election  shall not apply to any  payments  that  would have
                    been made under a prior  election  or the terms of any other
                    plan  within  twelve  (12)  months  of the  date of such new
                    election.   The  last   Election   Form   accepted   by  the
                    Recordkeeper  shall  govern the payout date or dates of that
                    Retirement   Benefit   (adjusted   to   reflect   Investment
                    Earnings/Losses with respect thereto).

               (3)  Re-deferral of Retirement  Benefits.  A Retired  Participant
                    who Retires on or after the Amended and  Restated  Effective
                    Date may elect to re-defer  Retirement Benefits prior to the
                    commencement  of any payments  thereof to another  allowable
                    Retirement  Benefit Lump Sum Payout Date or other  allowable
                    Retirement Benefit  Installment Payout Dates;  provided that
                    such re-deferral election shall not apply (i) to any Retiree
                    to  whom  payment  of any  Retirement  Benefit  has  already
                    commenced and (ii) unless it is accepted by the Recordkeeper
                    in   accordance   with   the   rules   established   by  the
                    Administrator in its sole discretion; and provided, further,
                    that  such  re-deferral  election  shall  not  apply  to any
                    payments that would have been made under a prior election or
                    the terms of any other plan within twelve (12) months of the
                    date of such new election.

               (4)  Form of Distribution of Retirement  Benefits. A Participant,
                    in connection  with each  deferral of  Retirement  Benefits,
                    shall elect to receive  the  deferral  (adjusted  to reflect
                    Investment  Earnings/Losses  with respect thereto) in a lump
                    sum on a Retirement  Benefit Lump Sum Payout Date elected by
                    the  Participant  or  in  quarterly  or  yearly  installment
                    payments on  Retirement  Benefit  Installment  Payout  Dates
                    elected by the Participant.  A Participant may change his or
                    her  election up to the date of  Retirement  to an allowable
                    alternative form of payout by submitting a new Election Form
                    to the Recordkeeper; provided that any such Election Form is
                    (i)  submitted  at least  twelve  (12)  months  prior to the
                    Retirement  Benefit  Lump  Sum  Payout  Date or the  initial
                    Retirement Benefit  Installment Payout Date, as the case may
                    be,  elected by the  Participant,  and (ii)  accepted by the
                    Recordkeeper  in accordance  with rules  established  by the
                    Administrator in its sole discretion; and provided, further,
                    that such  election  shall not  apply to any  payments  that
                    would have been made under a prior  election or the terms of
                    any other plan within twelve (12) months of the date of such
                    new  election.  (Changes  may not be made  after  Retirement
                    except in  accordance  with Section  8(b)(3).)  The Election
                    Form last accepted by the Recordkeeper shall govern the form
                    of a  Retirement  Benefit  (adjusted  to reflect  Investment
                    Earnings/Losses  with respect thereto).  Retirement  Benefit
                    payments  shall  be made as soon as  practicable  after  the
                    applicable  Retirement  Benefit  Lump  Sum  Payout  Date  or
                    Retirement  Benefit  Installment Payout Dates elected by the
                    Participant on the applicable Election Form; provided,  that
                    in no event  shall such  payments  be made later than thirty
                    (30) days after the relevant elected dates.

               (5)  Installment  Payments for Retirement  Benefits  Allocated to
                    Investment   Options   (Other   than  the  Deemed   Interest
                    Investment  Option).  The amount of each installment payment
                    with  respect to the portion of a Deferral  Account  that is
                    allocated  to an  Investment  Option  (other than the Deemed
                    Interest  Investment  Option)  shall  be  determined  by the
                    Yearly  installment  method,  if the Participant  elected to
                    receive  annual  installments  or the Quarterly  Installment
                    Method,  if the  Participant  elected to  receive  quarterly
                    installments.

               (6)  Installment  Payments for Retirement  Benefits  Allocated to
                    the Deemed Interest  Investment  Option.  The amount of each
                    installment  payment  with  respect  to  the  portion  of  a
                    Deferral  Account that is  allocated to the Deemed  Interest
                    Investment  Option  shall  be  determined  by the  following
                    annuity methodology.  The amount of each installment payment
                    shall be  calculated  as an annuity at the  beginning of the
                    installment payout period elected by the Participant,  based
                    on:  (i)  the  balance  of  the  applicable  portion  of the
                    Deferral  Account that is  allocated to the Deemed  Interest
                    Investment  Option (adjusted to reflect Deemed Interest with
                    respect  thereto)  on the  business  day prior to the payout
                    date of each  installment,  (ii)  the  number  of  remaining
                    installments,  (iii) the  Deemed  Rate of  Interest  then in
                    effect,  and (iv) a final  value of zero  dollars  ($0).  To
                    illustrate, assume a retiring Participant has a Plan balance
                    of $100,000 as of June 30 and has elected to receive his/her
                    payout  over  a  ten-year  period  quarterly   installments,
                    commencing  July 1. Assume  further  that the annual  Deemed
                    Rate of Interest is 10%, compounded quarterly. The amount of
                    the  installment  payments  to  commence  July  1  would  be
                    calculated  based on a June 30 Plan balance of $100,000,  an
                    interest rate of 2.5% (i.e., the annual interest rate of 10%
                    divided by four),  and forty (40) payments (i.e.,  ten years
                    times  four   quarters).   Calculating  an  annuity  at  the
                    beginning  of  the   installment   period  selected  by  the
                    Participant,  and  assuming  the  Deemed  Rate  of  Interest
                    remains   unchanged   throughout  the  payout  period,   the
                    Participant  would  receive  forty  quarterly   payments  of
                    $3,886.46.  Over the ten-year payout period, the Participant
                    would  receive  payments  totaling  $155,458.40,   of  which
                    $100,000  represents  the  deferred  amount  and  $55,458.40
                    represents    Deemed   Interest   with   respect    thereto.
                    Notwithstanding  the foregoing,  in the event that more than
                    one Deemed  Rate of  Interest  is  applicable  to a Deferral
                    Account  (as  contemplated  by  Section  1(o)  above),   the
                    foregoing  calculation  shall  be made  separately  for each
                    portion of the Deferral Account allocated to the Deemed Rate
                    of Interest Investment Option at each applicable Deemed Rate
                    of Interest.

               (c)  Payment  Upon  Separation   From  Service.   Notwithstanding
          anything  in the  Plan to the  contrary,  in the  event a  Participant
          terminates   employment  with  the  Company  for  reasons  other  than
          Retirement,  death or Disability,  or in the event that any Subsidiary
          that employs a Participant  ceases to be a wholly-owned  Subsidiary of
          Wyeth,  the  entire  balance  of the  Participant's  Deferral  Account
          (adjusted to reflect Investment  Earnings/Losses with respect thereto)
          shall be  distributed  to the  Participant in a single lump sum within
          ninety (90) days thereafter. The foregoing shall not apply in the case
          of a Participant  who is Retirement  Eligible as of his or her date of
          termination of employment or the date on which such Subsidiary  ceases
          to be a wholly-owned Subsidiary of Wyeth, as the case may be.

               (d) Payment Upon Death.  Notwithstanding  anything in the Plan to
          the contrary,  in the event a Participant dies prior to the receipt of
          any or all of his or her Deferral Account, the balance of such account
          shall  be  distributed  in a  single  lump  sum to  the  Participant's
          Beneficiary(ies)  within  ninety  (90)  days  following  the  date the
          Administrator is notified of his or her death.

               (e)  Acceleration  of Payments.  Notwithstanding  anything in the
          Plan  to the  contrary,  during  the  twenty-four  (24)  month  period
          following a Change in Control,  a Participant  may elect to accelerate
          any or all payments not  currently  due under the Plan to a single sum
          payment to be made on (i) a date that is at least  twelve  (12) months
          subsequent to such election,  without a penalty or forfeiture, or (ii)
          with the imposition of a withdrawal  penalty equal to six percent (6%)
          of the accelerated payment, any date within twelve (12) months of such
          election. Payments shall be made as soon as practicable after the date
          elected for payment;  provided, that in no event shall payment be made
          later than thirty (30) days thereafter.

               (f) Disability Waiver.

               (1)  Waiver of Deferral.  A Participant  who is determined by the
                    Administrator  to be suffering  from a  Disability  shall be
                    excused from fulfilling that portion of any current deferral
                    election  that would  otherwise  have been  withheld for the
                    Plan Year  during  which  the  Participant  first  suffers a
                    Disability. During the period of Disability, the Participant
                    shall  not  be  allowed  to  make  any  additional  deferral
                    elections,  but will continue to be considered a Participant
                    for all other purposes of the Plan.

               (2)  Return to Work. If a Participant  returns to employment with
                    the Company after a Disability  ceases,  the Participant may
                    elect to defer  additional  amounts in  accordance  with the
                    Plan  for the  Plan  Year  following  his or her  return  to
                    employment  or service  and for every  Plan Year  thereafter
                    while an Eligible  Employee and  Participant,  provided such
                    deferral  elections  are  otherwise  allowed and an Election
                    Form is delivered to and accepted by the Recordkeeper.

               (3)  Continued  Eligibility;  Disability  Benefit.  A Participant
                    suffering a Disability shall, for benefit purposes under the
                    Plan,  continue to be considered to remain a Participant  to
                    be eligible for the benefits  provided for in this Section 8
                    in  accordance  with  its  provisions.  Notwithstanding  the
                    above,  the  Administrator  shall  have the right to, in its
                    sole  discretion  and for  purposes  of the Plan only,  with
                    respect to a  Participant  who has been  determined  to have
                    suffered a Disability,  pay out his or her Deferral  Account
                    balance in a lump-sum.

               (g) Other  Distributions.  Any distributions that are required to
          be made due to the provisions of the Predecessor  Plan with respect to
          a type of deferral no longer eligible to be deferred as of the Amended
          and Restated  Effective Date, shall be made in accordance with Section
          2.

SECTION NINE - MISCELLANEOUS

               (a) Funding of the Plan.  The Plan is  unfunded  and Wyeth has no
          obligation  to set  aside,  earmark,  or place in trust any funds with
          which to pay its obligations under the Plan.  Wyeth's obligation under
          the Plan shall not be secured  in any way and a  Participant's  rights
          shall not be secured in any way and a Participant's rights shall in no
          way be preferred over the general creditors of Wyeth.

               (b)  Employment.  Neither the Plan nor any  agreement,  document,
          form  or  instrument   delivered  or  entered  into  pursuant   hereto
          constitutes  an  employment   contract   between  the  Company  and  a
          Participant.  Nothing  herein or therein  shall be construed to give a
          Participant  the right to be retained  in the service of the  Company,
          nor interfere with the right of the Company to terminate or discipline
          a Participant at any time.

               (c) Governing  Law. The Plan shall be construed  and  interpreted
          under the laws of the State of New Jersey  (without  giving  effect to
          the  principles  of conflicts of laws) and  applicable  provisions  of
          federal law.

               (d)  Taxes.  The  Company  shall  have the right to  deduct  from
          distributions  otherwise  payable from any deferral under the Plan any
          taxes required to be withheld under federal,  state, or local law. For
          each  Plan  Year  in  which  a  deferral  is  being   deducted  for  a
          Participant,  the  Company  shall  withhold  from that  portion of the
          Participant's  Base Salary and/or Bonus Compensation that is not being
          deferred,  in a manner  determined by the Company,  the  Participant's
          share of FICA and other employment taxes on such deferral amounts.  If
          necessary,  the  Company  may reduce any amount  deferred  in order to
          comply with this Section.

               (e) Non-Assignable.  A Participant's right to receive the amounts
          in his or her Deferral  Account under the Plan may not be anticipated,
          assigned (either at law or equity), alienated, pledged, encumbered, or
          subjected to attachment,  garnishment, levy, execution, or other legal
          process, and any attempt to effect any of the foregoing shall be void.

               (f) Minors and Incompetents. If the Administrator determines that
          any  person  to  whom  a  payment  is  due  hereunder  is a  minor  or
          incompetent   by  reason  of  physical  or  mental   disability,   the
          Administrator  shall have the power to cause the payments  then due to
          such  person to be made to  another  for the  benefit  of the minor or
          incompetent, without responsibility of the Company, the Committee, the
          Administrator  or the  Recordkeeper  to see to the application of such
          payment, unless claim prior to such payment is made therefor by a duly
          appointed legal  representative.  Payments made pursuant to such power
          shall operate as a complete  discharge of the Company,  the Committee,
          and the Administrator.

               (g) Trust Fund. In connection with the Plan, Wyeth may, but shall
          not be  required  to,  establish  a grantor  trust for the  purpose of
          accumulating funds to satisfy the obligations  incurred by Wyeth under
          the Plan.  At any  time,  Wyeth  may  transfer  assets to the trust to
          satisfy all or part of the obligations  incurred by Wyeth,  subject to
          the return of such assets at a time as determined  in accordance  with
          the terms of such trust.  Any assets of the trust shall  remain at all
          times  subject  to the  claims of  creditors  of Wyeth in the event of
          Wyeth's  insolvency,  and no asset or other funding medium used to pay
          benefits  accrued  under the Plan  shall  result in the Plan not being
          considered   as   "unfunded"   under   ERISA.    Notwithstanding   the
          establishment  of the trust,  the right of any  Participant to receive
          future payments under the Plan shall remain an unsecured claim against
          the general assets of Wyeth.

               (h) Severability. In the event any provision of the Plan shall be
          held illegal or invalid for any reason,  the  illegality or invalidity
          shall not affect the remaining  provisions  of the Plan,  and the Plan
          shall  be  constructed  and  enforced  as if the  illegal  or  invalid
          provision had not been included in the Plan.

               (i) Beneficiary.  Each  Participant  shall have the right, at any
          time, to designate his or her  Beneficiary(ies)  (both primary as well
          as contingent) to receive any benefits payable under the Plan upon the
          death of a Participant. The Beneficiary(ies) designated under the Plan
          may be the same as or different from the Beneficiary designation under
          any  other  plan of Wyeth in which  the  Participant  participates.  A
          Participant shall designate his or her  Beneficiary(ies) by completing
          and signing the beneficiary  designation form, and returning it to the
          Administrator  or its designated  agent. A Participant  shall have the
          right to change his or her Beneficiary(ies) by completing, signing and
          otherwise complying with the terms of the beneficiary designation form
          and the Administrator's  rules and procedures,  as in effect from time
          to time. Upon the acceptance by the Administrator of a new beneficiary
          designation form, all Beneficiary  designations previously filed shall
          be canceled.  The Administrator  shall be entitled to rely on the last
          beneficiary  designation form filed by the Participant and accepted by
          the Administrator  prior to his or her death. No designation or change
          in designation of a Beneficiary  shall be effective until received and
          acknowledged in writing by the  Administrator or its designated agent.
          If a  Participant  fails to designate a  Beneficiary(ies)  as provided
          above or, if all designated  Beneficiaries  predecease the Participant
          or die prior to complete  distribution of the Participant's  benefits,
          then the benefits remaining under the Plan to be paid to a Beneficiary
          shall be payable to the  executor  or personal  representative  of the
          Participant's estate.

               (j)  Insurance.  Wyeth,  on its own  behalf  or on  behalf of the
          Trustee of the trust,  and, in its sole discretion,  may apply for and
          procure  insurance  on the life of some or all  Participants,  in such
          amounts and in such forms as Wyeth may choose. Wyeth or the Trustee of
          the trust, as the case may be, shall be the sole owner and beneficiary
          of  any  such  insurance.  The  Participant  shall  have  no  interest
          whatsoever in any such policy or policies, and at the request of Wyeth
          shall submit to medical  examinations  and supply such information and
          execute such documents as may be required by the insurance  company or
          companies  to whom Wyeth has  applied  for  insurance.

SECTION  TEN - EMERGENCY  BENEFIT

     In the  event  that the  Administrator,  upon the  written  request  of the
     Participant,  determines that the Participant has suffered an unforeseeable
     financial emergency, the Administrator shall in accordance with the request
     of the Participant (i) pay to the Participant as soon as possible following
     such determination, an amount not in excess of the amount needed to satisfy
     the emergency and any taxes payable on those  amounts,  and/or (ii) suspend
     any  deferrals  required  to be made to the  Plan by the  Participant.  The
     Participant  making the request must  document to the  satisfaction  of the
     Administrator that the distribution of the amount requested is necessary to
     satisfy the financial  emergency and the amount  requested is not in excess
     of the amount  needed to satisfy  the  emergency  and the taxes  payable on
     those amounts.  For this purpose,  an "unforeseeable  financial  emergency"
     means an  unanticipated  emergency  that is caused by an event  beyond  the
     control of the Employee that would result in severe  financial  hardship if
     the  emergency  distribution  were not  permitted  and would  include (i) a
     sudden and unexpected illness or accident of the Participant or a dependent
     of the  Participant,  (ii) a loss  of  the  Participant's  property  due to
     casualty, or (iii) such other extraordinary and unforeseeable circumstances
     arising as a result of events beyond the control of the Participant, all as
     determined in the sole  discretion of the  Administrator.

SECTION ELEVEN - ADMINISTRATION   OF  THE  PLAN

     The Plan shall be administered by the  Administrator  which shall have full
     discretionary  authority to interpret the Plan; to make all  determinations
     as may be necessary or advisable; and to adopt, amend or rescind any rules,
     regulations,  and procedures as it deems  necessary or appropriate  for the
     administration of the Plan. The interpretations,  determinations,  actions,
     and decisions of the Administrator  shall be binding and conclusive for all
     purposes and upon all persons.  The  Administrator may delegate part or all
     of its  responsibilities  under the Plan to such party or parties as it may
     deem necessary or appropriate.

SECTION  TWELVE -  AMENDMENT  AND  TERMINATION

     The Board of Directors  may amend or revise the terms of the Plan from time
     to time,  or may  discontinue  the Plan,  in whole or in part, at any time.
     However,  such amendment,  revision or  discontinuance  of the Plan may not
     adversely affect a Participant's benefit(s) accrued under the Plan prior to
     the date of such action.

SECTION  THIRTEEN - CLAIMS PROCEDURE

     If a Participant  does not receive the timely  payment of the benefits that
     he or she believes are due under the Plan, the Participant may make a claim
     for benefits in the manner  hereinafter  provided.  All claims for benefits
     under  the Plan  shall  be made in  writing  and  shall  be  signed  by the
     Participant.  Claims  shall  be  submitted  to  the  Administrator.  If the
     Participant does not furnish sufficient  information with the claim for the
     Administrator  to determine  the validity of the claim,  the  Administrator
     shall  indicate to the  Participant  any additional  information,  which is
     necessary  for the  Administrator  to determine  the validity of the claim.
     Each claim  hereunder  shall be acted on and approved or disapproved by the
     Administrator  within  ninety  (90)  days  following  the  receipt  by  the
     Administrator  of the  information  necessary to process the claim.  In the
     event the  Administrator  denies a claim for  benefits in whole or in part,
     the Administrator  shall notify the Participant in writing of the denial of
     the  claim  and  notify  the  Participant  of his  right to a review of the
     Administrator's  decision  by  the  Committee  or  such  entity  or  person
     delegated such authority by the Committee. Such notice by the Administrator
     shall  also set  forth,  in a manner  calculated  to be  understood  by the
     Participant,  the specific reason for such denial, the specific  provisions
     of the  Plan on  which  the  denial  is  based,  and a  description  of any
     additional material or information  necessary to perfect the claim, with an
     explanation  of the Plan's  appeals  procedure as set forth in this Section
     13. If the  Administrator  takes no action on a Participant's  claim within
     ninety (90) days after  receipt by the  Administrator,  such claim shall be
     deemed to be denied for purposes of the following  appeals  procedure.  Any
     Participant  whose  claim  for  benefits  is denied in whole or in part may
     appeal for a review of the decision by the Administrator.  Such appeal must
     be made within three (3) months after the applicant has received  actual or
     constructive  notice of the denial as  provided  above.  An appeal  must be
     submitted in writing within such period and must:

               (a)  request  a review  by the  Administrator  of the  claim  for
          benefits under the Plan;

               (b) set forth all of the  grounds  upon  which the  Participant's
          request for review is based or any facts in support thereof; and

               (c) set forth any issues or comments that the  Participant  deems
          pertinent to the appeal. The Administrator  shall act upon each appeal
          within  sixty  (60)  days  after  receipt   thereof   unless   special
          circumstances  require an  extension  of the time for  processing,  in
          which case a decision shall be rendered by the  Administrator  as soon
          as possible but not later than one hundred and twenty (120) days after
          the appeal is received.  The Administrator may require the Participant
          to submit such  additional  facts,  documents or other evidence as the
          Administrator in its discretion deems necessary or advisable in making
          its review.  The Participant  shall be given the opportunity to review
          pertinent  documents or materials upon submission of a written request
          to the Administrator,  provided the Administrator  finds the requested
          documents or materials  are  pertinent to the appeal.  On the basis of
          its review, the Administrator shall make an independent  determination
          of the  Participant's  eligibility  for benefits  under the Plan.  The
          decision of the  Administrator  on any appeal of a claim for  benefits
          shall be final and conclusive upon all parties  thereto.  In the event
          the Administrator  denies an appeal in whole or in part, it shall give
          written notice of the decision to the Participant,  which notice shall
          set forth, in a manner calculated to be understood by the Participant,
          the  specific  reasons for such  denial and which shall make  specific
          reference  to the  pertinent  provisions  of the  Plan  on  which  the
          Administrator's decision is based.


<PAGE>







APPENDIX A
INVESTMENT OPTIONS


1. Balanced Portfolio

2. S&P 500 Index Portfolio or Total Stock Market Index Portfolio

3. International Equity Portfolio

4.  Deemed  Interest  Option - a  hypothetical  investment  option  which  earns
interest at the Deemed Rate of Interest

5. Company Stock Fund


</TEXT>
</DOCUMENT>
