WYETH SAVINGS PLAN

                                Third Restatement
                             (As of January 1, 1997)

                          As Amended to March 19, 2003









































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                                    SECTION 1

                                  INTRODUCTION

This Plan shall be known as the "Wyeth  Savings  Plan"  (the  "Plan").  The Plan
became  effective as of April 1, 1985. In adopting this Plan, it was the purpose
of Wyeth and other  participating  Employers to  encourage  Employees to save by
providing a program of matching  contributions  by the  Employer  equal to fifty
percent  (50%) of salary  deferral  and after tax  contributions  of up to 6% of
covered  compensation.  The Plan has  been  designed  to  provide  benefits  for
eligible  Employees  upon their  retirement,  or  termination of service and for
their  beneficiaries  in the  event of their  death.  The  Plan is  amended  and
restated  effective  January 1, 1997,  unless otherwise noted herein,  to comply
with the Uruguay Round  Agreements  Act of 1994 ("GATT");  the Uniform  Services
Employment and Reemployment  Rights Act of 1994  ("USERRA");  the Small Business
Job Protection  Act of 1996  ("SBJPA");  the Taxpayers  Relief Act of 1997 ("TRA
97"); the Internal  Revenue Service  Restructuring  and Reform Act of 1998 ("RRA
98");  and the  Community  Renewal Tax Relief Act of 2000 ("CRA")  (collectively
know as "GUST").

Benefits for any Participant,  or Beneficiary of such Participant,  who retired,
died or  terminated  employment  at any time  prior to  January  1, 1997 will be
determined  under  the  provisions  of the Plan as in  effect on the date of the
Participant's retirement, death, or termination,  unless additional benefits are
specifically  provided by a subsequent  amendment to the Plan. The restated Plan
contained  herein  will  apply  to   Participants,   or  Beneficiaries  of  such
Participants,  who retire,  die or terminate  employment at any time on or after
January 1, 1997.

Effective  March 11, 2002, the Company  changed its corporate name from American
Home  Products  Corporation  to  Wyeth  and the  name of the  Plan  was  changed
accordingly.

<PAGE>


                                    SECTION 2

                                   DEFINITIONS

The terms used  herein  shall have the  following  meanings  unless a  different
meaning is clearly required by the context:

     2.01 "Account" means the bookkeeping account of a Participant kept pursuant
to Section 5 which  consists  of  subaccounts,  including  the  Salary  Deferral
Account,  the Rollover Account,  the Matching Account,  and the QVEC Account and
the After Tax Contribution Account.

     2.02  "Adjustment  Factor"  means  the  cost of  living  adjustment  factor
prescribed by the Secretary of the Treasury under Section 415(d) of the Code for
years  beginning  after  December 31, 1987, as applied to such items and in such
manner as the Secretary shall provide.

     2.03  "Affiliate"  means any corporation  which is a member of a controlled
group of corporations  (as defined in Section 414(b) of the Code) which includes
the Company;  any trade or business (whether or not incorporated) which is under
common control (as defined in Section 414(c) of the Code) with the Company;  any
organization  (whether or not  incorporated)  which is a member of an affiliated
service  group (as  defined in Section  414(m) of the Code) which  includes  the
Company;  and any  other  entity  required  to be  aggregated  with the  Company
pursuant to regulations under Section 414(o) of the Code.

     2.04 "After Tax Contribution  Account" means the separate subaccount of the
Participant's Account credited with After Tax Contributions  pursuant to Section
4.1(b).

     2.05 "After Tax  Contributions"  means  contributions to the Plan made by a
Participant during the Plan Year pursuant to Section 4.1(b).

     2.06 " Code" means the Internal  Revenue Code of 1986, as amended from time
to time.

     2.07  "Committee"  means the Savings  Plan  Committee of the Company or its
designee which is provided for in accordance with Section 12 of the Plan.

     2.08  "Company"  means Wyeth,  a Delaware  corporation.  Prior to March 11,
2002,  the  term  Company  meant  "American  Home  Products  Corporation".   For
historical  purposes,  the term  "American Home Products  Corporation"  has been
retained where applicable.

     2.09 "Covered  Compensation" means a Participant's  regular salary or wages
for services rendered to the Employer,  including overtime,  sales bonuses,  and
commissions,  the amount of elective  deferrals  made pursuant to Section 125 of
the Code and the amount of Salary Deferral  Contributions made by an Employer on
behalf of a Participant to the Plan. Covered Compensation does not include other
deferred  compensation,  amounts  realized  from the exercise of a  nonqualified
stock option or premature distribution of an incentive stock option or the lapse
of  restrictions  applicable  to  restricted  stock or other  property,  amounts
realized from the sale,  exchange or other disposition of stock acquired under a
qualified stock option or incentive  stock option,  premiums for group term life
insurance,  other amounts  which  receive  special tax treatment or any benefits
derived from the Company's Performance Incentive Award Program or other bonus or
award programs.  Beginning with the Plan Year commencing on January 1, 1989, for
purposes of the Plan, the annual Covered  Compensation of any Participant  shall
not exceed  $200,000  multiplied by any cost of living factor  prescribed by the
Secretary of the Treasury under Section 415(d) of the Code. For purposes of this
Section,  for Plan Years on or after January 1, 2001,  for Covered  Compensation
paid or made available during such Plan Year shall include elective amounts that
are not  includible  in the gross  income of the  Employee  by reason of Section
132(f)(4) of the Code.

     Effective for Plan years  beginning on and after  January 1, 2002,  Covered
Compensation  shall be limited as provided under Section  401(a)(17) of the Code
as amended  from time to time.  For  purposes  of this  Section,  for Plan years
beginning  on and after  January  1,  2001,  Covered  Compensation  paid or made
available  during such Plan Year shall not include elective amounts that are not
includible in the gross income of the Employee by reason of Section 132(f)(4) of
the Code.

     2.10 "Continuous Service" means the aggregate of the period of elapsed time
between the commencement of an Employee's  employment by the Employer and his or
her Severance From Service,  provided that Continuous  Service shall include the
period  following a Severance  From Service if an Employee is  reemployed by the
Employer  within 12 months after such Severance From Service.  If the Employee's
Severance  From  Service  occurs  while the  Employee is  otherwise  absent from
employment, the period following such Severance From Service shall be counted as
Continuous  Service only if the Employee is reemployed by the Employer within 12
months following the commencement of such other absence from employment.

     However,  in the case of  determining  the  eligibility  of a part-time  or
seasonal  Employee  to  participate  in the Plan,  Continuous  Service  shall be
computed as follows:

     (i)  The "initial  eligibility  computation  period"  shall  consist of the
          12-consecutive  month period  beginning on the first day for which the
          part-time  or seasonal  Employee is credited  with One Hour of Service
          (the  "Employment  Commencement  Date.") If such part-time or seasonal
          Employee is credited  with 1,000 or more Hours of Service  during such
          initial 12-month period,  he or she shall be credited with one year of
          Continuous Service.

     (ii) Thereafter,  Continuous Service shall be computed on the basis of each
          Plan Year during which the part-time or seasonal  Employee is credited
          with 1,000 or more Hours of Service  during such Plan Year.  The first
          Plan Year  shall  begin with the Plan Year  which  includes  the first
          anniversary  of  the  part-time  or  seasonal  Employee's   Employment
          Commencement   Date.  The   computation   period  used  for  measuring
          eligibility after the `initial eligibility computation period' will be
          used to measure  breaks in service for  eligibility  to participate in
          the plan.

     2.11  "Employee"  means (i) any person  employed by the  Employer and shall
include a person other than a non-resident  alien as to the United States who is
not a Participant in the Plan, who is then currently  employed by the Company or
a Subsidiary  and who is then not currently  entitled to receive any  retirement
benefits or  disability  benefits for total and permanent  disability  under any
plan,  program,  contract,  or arrangement of the Company or any subsidiary,  or
deemed  totally  and  permanently  disabled  under  the  Plan,  and (ii)  Leased
Employees  within  the  meaning  of  Section  414(n)(2)  of the  Code.  The term
"Employee"  shall not include  any  individual  who  performs  services  for the
Employer and is  classified  or  designated by the Employer as a fee for service
worker or independent  contractor even if such individual is later  reclassified
as a common law  employee of the  Employer by a  government  entity,  a court of
competent  jurisdiction,  arbitrator  or other third party for any purpose.  The
term Employee shall also exclude Leased Employees.

     2.12  "Employer"  means the Company and any  Affiliate  which is a domestic
corporation not operating primarily in Puerto Rico.

     2.13 "Entry Date" means (1) for part-time  Employees,  the first day of any
calendar month  following 12 months of Continuous  Service and attainment of age
21 provided the Employee has submitted a completed  enrollment  form to the Plan
Administrator,  and (2) for full-time  Employees,  the first day of any calendar
month  provided the Employee has  submitted a completed  enrollment  form to the
Plan Administrator.

     2.14 "ERISA" means the Employee  Retirement Income Security Act of 1974, as
amended.

     2.15 "Former  Participant" means any person who terminates  employment with
the Company  and was at one time a  Participant  and who has not yet  received a
complete distribution of his or her Account from the Plan.

     2.16 "Fund" means the investment funds available to Participants  under the
Plan as  selected  by the Savings  Plan  Committee  and as listed on Schedule A,
which is attached  hereto and  incorporated  herein by  reference.

     2.17 "Highly  Compensated  Employee" (a) Effective for Plan Years  starting
after December 31, 1996, the term "Highly Compensated  Employee" includes highly
compensated active Employees and highly  compensated former Employees.  A highly
compensated active Employee means any Employee who: (1) was a Five-Percent Owner
(as defined in section  416(i)(1) of the Code) at any time during the  Look-Back
Year or the Determination Year and applying the constructive  ownership rules of
Section 318 of the Code; or (2) for the Look-Back  Year,  received  Compensation
from the  Employer  or  Affiliates  in excess of  $80,000  (as  adjusted  by the
Secretary of the Treasury  pursuant to Section 415(d) of the Code). For purposes
of this Subparagraph (a), the Employer has not made the Top-Paid Group election.
In determining  whether an Employee is a Highly  Compensated  Employee for years
beginning  in 1997,  the above  definition  shall be treated  as having  been in
effect for years  beginning  in 1996.  A former  Employee  shall be treated as a
Highly  Compensated  Employee  if: (i) such  Employee  was a Highly  Compensated
Employee when such Employee separated from service,  or (ii) such Employee was a
Highly  Compensated  Employee for any Plan Year after  attaining  age 55. If the
former Employee's  separation from service occurred prior to January 1, 1987, he
or she is a Highly  Compensated  Employee only if he or she satisfied clause (a)
of this Section or received  Compensation in excess of $50,000  during:  (1) the
year of his or her separation  from service (or the prior year); or (2) any year
ending after his or her 54th birthday. (b) For the purposes of this Section, the
following definitions shall apply:  "Compensation" means compensation within the
meaning  of  Section  415(c)(3)  of the Code.  This  determination  will be made
without  regard  to  Sections  125,  402(e)(3)  or  402(h)(1)(B)  of  the  Code.
"Determination Year" means the Plan Year with respect to which the determination
of an  individual's  status as a "Highly  Compensated  Employee" (or  Non-Highly
Compensated Employee) is being made. "Look-Back Year" means the period of twelve
(12) consecutive months immediately  preceding the Determination Year or, if the
Employer elects, the calendar year ending with or within the Determination Year.
"Top-Paid  Group"  means  that  group  of  Employees  of the  Employer  and  its
Affiliates  who,  when  ranked  on the basis of  compensation  paid  during  the
Determination  Year or  Look-Back  Year are among the  twenty  percent  (20%) of
Employees  receiving  the  greatest  amount  of  such  compensation.   Employees
described  in  Section  414(q)(5)  of the Code and the  regulations  promulgated
thereunder  shall be excluded.

     2.18  "Hour  of  Service"  with  respect  to any Plan  Year or  eligibility
computation period, shall include the following:

     (1)  Each hour for which an Employee is paid,  or entitled to payment,  for
          the  performance  of duties  for the  Employer.  Such  hours  shall be
          credited to that Plan Year or eligibility  computation period in which
          such duties were performed.

     (2)  Each hour for which back pay,  irrespective  of mitigation of damages,
          is awarded or agreed to by the Employer, exclusive of hours previously
          credited under  subparagraph (1),  immediately above. Such hours shall
          be credited  to that Plan Year or  eligibility  computation  period to
          which such award or  agreement  pertains,  and shall be  computed  and
          credited in the manner  prescribed  in  subparagraph  (3)  immediately
          below.

     (3)  Each hour for which an  Employee  is paid,  or  entitled  to  payment,
          directly or indirectly  (through an insurer,  trust fund or otherwise)
          by the  Employer  for a period  of time  during  which no  duties  are
          performed  (irrespective  of  whether  he or she has  ceased  to be an
          Employee)  on  account  of  vacation,  holiday,  illness,  incapacity,
          disability,  layoff,  jury duty or leave of  absence,  subject  to the
          following:

     Notwithstanding the foregoing, (a) no more than 501 hours shall be credited
for any such single  continuous  period,  (b) no such hours shall be credited if
such payment is made under a plan maintained solely for the purpose of complying
with  the  applicable  workmen's  compensation,  unemployment  compensation  and
disability  compensation  laws,  and (c) no such hours shall be credited for any
payment  which solely  reimburses  an Employee for medical or medically  related
expenses incurred by the Employee.

     The rules set forth in  paragraphs  (b) and (c) of the  Department of Labor
Regulation Section 2530.200b-2 are hereby incorporated by reference.

     (4)  Solely  for  purposes  of  determining  whether  a One Year  Period of
          Severance  has  occurred,  each hour (not in excess of 501  hours) for
          which the  Employee is absent from work and during which no duties are
          performed due to the  pregnancy of the Employee,  the birth of a child
          of the  Employee,  the  placement  of a child  with  the  Employee  in
          connection  with the  adoption of such child by the  Employee,  or the
          caring for such child for the period  immediately  following  birth or
          placement.  Any such  hour  shall  be  credited  to the  Plan  Year or
          eligibility  computation period in which such absence begins if, as of
          the date the absence begins,  the Employee has completed less than 501
          hours of service;  in any other case,  such hours shall be credited to
          the next Plan Year or eligibility computation period.

     2.19 "Matching Account" means that separate subaccount of the Participant's
Account credited with Matching Contributions under Section 4.5.

     2.20 "Matching Contributions" means the contribution by the Employer to the
Matching Account pursuant to Section 4.5.

     2.21  "Non-Highly  Compensated  Employee"  means an  Employee  who is not a
Highly Compensated Employee.

     2.22 "Normal  Retirement  Date" means the first day of the calendar  month
following the Participant's 65th birthday.

     2.23 "Participant" means an Employee who pursuant to the terms of Section 3
is eligible to participate under the Plan and who elects to so participate.

     2.24 " Plan" means the Wyeth Savings Plan.

     2.25 " Plan Year" means the calendar year.

     2.26 "Revaluation Date" means the date on which the Accounts under the Plan
are valued pursuant to Section 5.3.

     2.27 "Rollover  Account" means the separate  subaccount of a  Participant's
Account which is credited with Rollover Contributions pursuant to Section 4.11.

     2.28 "Rollover  Contribution"  means (1) an Eligible Rollover  Distribution
within the meaning of Section  402(c)(4) of the Code;  (2) a  contribution  by a
Participant  of a  distribution  received  from the  qualified  plan of  another
employer provided the Participant  makes the contribution  within 60 days of his
or her receipt of a distribution  which  satisfied the  requirements  of Section
402(c)(1) of the Code; or (3) a direct  transfer of the  Participant's  interest
from the trustee of a qualified  plan  maintained  by another  employer.  Before
accepting a Rollover Contribution, the Committee or its delegate may require the
Participant to furnish  satisfactory  evidence that the proposed  transfer is in
fact a Rollover  Contribution  which the Code permits a Participant to make to a
qualified plan. All Rollover  Contributions  shall be fully vested at all times.
In  addition,  such  Rollover  Contributions  must satisfy the  requirements  of
Section 4.11.

     2.29  "Salary  Deferral  Account"  means  the  separate   subaccount  of  a
Participant's  Account  which is  credited  with Salary  Deferral  Contributions
pursuant to Section 4.1(a).

     2.30 "Salary  Deferral  Contribution"  means the  contribution  paid by the
Employer  to the Trust,  at the  election  of the  Participant,  in lieu of cash
Compensation, which is credited to the Salary Deferral Account.

     2.31  "Severance  From Service" means the earliest of the following  dates:
(i) resignation,  (ii) discharge,  (iii) death or (iv)  retirement.  A Severance
From Service  shall also occur if an Employee  remains  continually  absent from
work (for any reason other than resignation,  discharge, retirement or death) on
the  first  anniversary  of the  first  day of  absence  (except  in the case of
military leave).

     2.32 "Trust" means the Trust established under Section 13 of the Plan which
Trust shall form a part of the Plan.

     2.33  "Trustee"  means  the  Trustee  designated  in  accordance  with  the
provisions of the Trust.

     2.34  "Trust  Fund"  means  the  assets of the Trust  which  shall  include
investments of the Participants' Accounts.

     2.35 "Wyeth Common Stock" means the common stock of Wyeth.



                                    SECTION 3

                                  PARTICIPATION

     3.1 General.1  General.  Each Employee who is employed in the United States
by the Employer who is not a member of a recognized  collective  bargaining unit
(unless there is a collective bargaining agreement making the Plan applicable to
members  of such  unit) and  Employees  outside  of the  United  States  (except
Employees  of a division or  subsidiary  of the Company  operating  primarily in
Puerto Rico) who are covered by the Wyeth  Retirement Plan - United States shall
be  eligible  to  participate  in the Plan when he or she has met the  following
conditions.  Full time Employees of the Employer who have attained age 21 (i.e.,
Employees scheduled to work with the Employer at least 1,000 hours in a 12-month
period) will be eligible to  participate in the Plan as of their date of hire if
they meet the other requirements of this Section 3.1, and part time and seasonal
Employees who have attained age 21 (i.e.,  Employees  scheduled to work with the
Employer  less than  1,000  hours in a  12-month  period)  will be  eligible  to
participate in the Plan after they work 1,000 hours or more in a 12-month period
with the Employer if they meet the other  requirements  of this Section 3.1. The
Employee must submit an election to include a salary deferral  agreement  and/or
authorization  for After Tax  Contribution,  investment  selection  form,  and a
beneficiary designation form. Such written election shall be filed no later than
15 days prior to the Entry Date unless otherwise determined by the Committee.

     3.2  Termination  of  Participation.2   Termination  of  Participation.   A
Participant  shall  cease to be a  Participant  upon his or her  Severance  From
Service and having  received a distribution  of his or her entire Accounts under
the Plan.

     3.3 Reemployment.3  Reemployment. A Former Participant who is reemployed by
the Employer  shall be eligible  again to participate in the Plan as of the next
Entry Date following his or her date of reemployment provided that he or she has
filed an election with the Committee described in Section 3.1. A former Employee
who was not a  Participant  and is reemployed  shall be eligible to  participate
when he or she meets the requirements of Section 3.1.

     3.4  Collective   Bargaining   Agreements,   Etc..4  Collective  Bargaining
Agreements,  Etc. If a Participant  becomes  covered by a collective  bargaining
agreement  or is otherwise  transferred  to a position  with the Employer  which
makes him or her ineligible to participate in the Plan, his or her participation
in the Plan shall cease but he or she shall not be considered to have terminated
employment.  If such Employee  subsequently ceases to be covered by a collective
bargaining agreement or is otherwise  transferred to a position which makes them
eligible  to   participate,   he  or  she  shall  again   become   eligible  for
participation.  Notwithstanding  the  foregoing,  an Employee who ceases to be a
Participant  upon  being  covered by a  collective  bargaining  agreement  shall
nonetheless  continue to be considered a Participant  solely for purposes of the
loan  provisions  as set  forth  in  Article  9 of the  Plan  and  the  hardship
distribution provision as set forth in Section 8.1.

     3.5 Leased Employees.  Any individual who is a Leased Employee,  within the
meaning of Section  414(n) of the Code, of an Employer  shall not be eligible to
participate in the Plan.  For purposes of determining  the number or identity of
Highly  Compensated  Employees  or for purposes of the pension  requirements  of
Section  414(n)(3)  of  the  Code,  employees  of  the  Employer  shall  include
individuals defined as Leased Employees.

          "Leased Employee" shall mean a person who is not a common law employee
          of the  Employer  or an  Affiliate  but who  provides  services to the
          Employer  or an  Affiliate,  and:  (1)  such  services  are  performed
          pursuant to an agreement  between the Employer and any other person or
          entity (the "Leasing  Organization");  (2) the person  performing  the
          services has done so on a  substantially  full-time basis for at least
          one (1) year; and (3) for Plan Years starting  before January 1, 1997,
          the services  performed  are of a type  historically  performed in the
          business  field of the recipient by Employees;  and (4) for Plan Years
          starting after December 31, 1996, the services are performed under the
          primary  direction  and control of the  recipient  of those  services.
          Notwithstanding  the preceding  sentence,  the Plan shall not treat an
          individual as a Leased Employee if the Leasing Organization covers the
          individual  by a money  purchase  pension  plan  with a  nonintegrated
          contribution   rate  of  at  least  ten   percent   (10%)  of  Covered
          Compensation,  and provides for immediate  participation  and full and
          immediate vesting, provided that Leased Employees constitute less than
          twenty   percent  (20%)  of  the  Company's   Non-Highly   Compensated
          Employees.


                                   SECTION 4

                                 CONTRIBUTIONS

     4.1 Salary Deferral Contributions and After Tax Contributions.

          (a)  Each  Participant may authorize the Employer to contribute to the
               Trust on his or her behalf a Salary  Deferral  Contribution  with
               respect to each Plan Year which shall be  allocated to his or her
               Salary Deferral Account. A Participant may elect to have a stated
               whole   percentage   from  1%  to  16%  of  his  or  her  Covered
               Compensation  allocated  to his or her Salary  Deferral  Account.
               Such Salary Deferral  Contributions shall be paid by the Employer
               to the Trustee at least  monthly and each  Participant's  pay for
               such month shall be reduced by an identical amount.

          (b)  Before a contribution is made as a Salary Deferral  Contribution,
               the Committee may, in its discretion,  decide that if the Average
               Actual Deferral  Percentage Test set forth in Section 4.9 may not
               be met,  a  portion  or all of  such  contribution  for a  Highly
               Compensated  Employee that would otherwise have been allocated as
               a Salary Deferral Contribution shall in lieu thereof be allocated
               to an After Tax Contribution Account in accordance with a formula
               determined by the  Committee.  Independent of his or her election
               to  defer  compensation  as a  Salary  Deferral  Contribution,  a
               Participant  may  elect to  contribute  on an after  tax  basis a
               portion of his or her  Covered  Compensation  to his or her After
               Tax Contribution Account which, subject to any determination made
               by the  Committee  to comply with  Section 4.10 shall be a stated
               whole percentage of the  Participant's  Covered  Compensation for
               the Plan  Year of not less  than one  percent  (1%) nor more than
               sixteen percent (16%).

          (c)  The  combination of the Salary Deferral  Contributions  and After
               Tax  Contributions for any Participant shall not be less than one
               percent   (1%)  nor   exceed   sixteen   percent   (16%)  of  the
               Participant's Covered Compensation for the Plan Year.

     4.2 Maximum Amount of Salary Deferral Contributions.  The maximum amount of
Covered  Compensation  a  Participant  is permitted to defer during any calendar
year is limited to $7,000 as adjusted by the  Secretary of Treasury  pursuant to
Section 402(g)(5) of the Code.

     To the extent the  Committee  believes that a  Participant's  election of a
Salary Deferral  Contribution  will exceed the limits set forth in the preceding
paragraph,  before a contribution is made as a Salary Deferral  Contribution,  a
portion of or all of such  contribution that would otherwise have been allocated
as a Salary Deferral  Contribution  may in lieu thereof be allocated to an After
Tax Contribution Account.

     To the extent any Salary  Deferral  Contributions  in excess of the Section
402(g) of the Code are not  corrected as  indicated  above,  such excess  Salary
Deferral  Contributions,  plus any income and minus any loss allocable  thereto,
shall be distributed no later than April 15 to any  Participant to whose account
excess Salary Deferrals  Contributions  were assigned for the preceding year and
who claims Salary Deferrals Contributions for such taxable year.

     Excess Salary Deferrals  Contributions  shall be adjusted for any income or
loss in the same manner that  income/earnings  or loss is  calculated  under the
Plan.  However,  such income or loss may be calculated using a reasonable method
to be applied by the Committee on a uniform and non-discriminatory basis.

     4.3 Election of Salary Deferral  Contributions or After Tax  Contributions.
Each  Participant  electing to have the Employer  contribute  a Salary  Deferral
Contribution on his or her behalf or electing to make an After Tax  Contribution
shall file with the  Committee on prescribed  forms,  15 days prior to the Entry
Date, an election of the percentage of his or her Covered  Compensation  (within
the limits stated in and in accordance with the provisions of Section 4.1) to be
contributed  to his or her Salary  Deferral  Account  or After Tax  Contribution
Account by authorizing the Employer to withhold such amount from his or her pay.

     4.4 Vesting. A Participant shall be fully vested at all times in his or her
Account   attributable  to  his  or  her  Salary  Deferral   Account,   Rollover
Contribution  Account,  and After Tax Contribution  Account. A Participant shall
also be fully vested in his or her account  attributable  to his or her Matching
Account if he or she has five (5) or more years of  Continuous  Service.  If the
Participant has less than five (5) years of Continuous  Service, he or she shall
become vested in his or her Matching Account  according to the following vesting
schedule:



Years of Continuous Service                      Vesting Percentage

       After 1 year                                      0%

       After 2 years                                     25%

       After 3 years                                     50%

       After 4 years                                     75%

       After 5 years                                     100%

     Regardless  of the number of years of  Continuous  Service,  a  Participant
shall be fully vested in his or her account, attributable to his or her Matching
Account,  and such benefit shall be non-forfeitable,  when he or she attains age
65  or  upon  his  or  her  death,  if  earlier.  If a  Participant  receives  a
distribution  from his or her Matching  Account prior to incurring 5 consecutive
One Year Periods of  Severance  and he or she is less than 100% vested in his or
her  Matching  Account at such time,  the vested  portion of his or her Matching
Account at any time thereafter shall be the  Participant's (1) vested percentage
of the  sum of  the  balance  of his or  her  Matching  Account  and  all  prior
distributions   from  his  or  her  Matching   Account,   minus  (2)  all  prior
distributions from his or her Matching Account.

     4.5 Matching Contributions.  The Employer shall contribute to each Matching
Account a Matching Contribution in an amount equal to 50% of up to the first six
percent  (6%) of Covered  Compensation  which the  Participant  elects to either
defer as a Salary Deferral  Contribution or make as an After Tax Contribution in
a Plan Year. Such Matching Contribution shall be contributed in cash.

     4.6 Matching  Contributions to be made from Earnings and Profits.  Matching
Contributions  shall only be made out of current income or accumulated  retained
earnings.  The Company and each Affiliate shall make Matching Contributions only
with respect to its own Employees, provided, however, that if the Company or any
Affiliate is prevented from making all or part of the Matching  Contribution for
any Plan Year by reason of insufficient  accumulated retained earnings as of the
close of such Plan Year,  then a  contribution  equal to the amount  which it is
prevented  from  making  for such year may be made by the  Company  if it is not
prevented  from  contributing  for such year.  The  foregoing  proviso  shall be
interpreted  in  accordance  with  Section  404(a)(3)(B)  of  the  Code,  unless
otherwise determined by the Company.

     4.7 Forfeitures. Forfeitures of amounts in the Matching Accounts due to the
fact that a Participant  is not fully vested in such amounts shall be applied to
reduce any subsequent Matching Contributions.

     4.8 Changes and Suspensions of Salary Deferral  Contributions and After Tax
Contributions.  A Participant  may by 15 days advance  written notice or by such
other method  acceptable to and approved by the Plan  Administrator,  change the
rate of Salary  Deferral  Contributions  and After Tax  Contributions  once each
calendar quarter during a Plan Year effective on the first pay day of any month.
A  Participant  may once each  calendar  quarter  during a Plan Year, by 15 days
advance written notice, elect to suspend all contributions to his or her Account
on the first day of any pay period, but he or she may not thereafter  recommence
contributions for a three month period.

     4.9 Limitation on Salary Deferral  Contributions in Accordance with Section
401(k) of the Code. With respect to Salary Deferral  Contributions,  the Average
Actual Deferral Percentage for Participants who are Highly Compensated Employees
for the Plan Year must meet either of the following tests:

          (i)  it must not exceed the Average  Actual  Deferral  Percentage  for
               Participants  who are  Non-Highly  Compensated  Employees for the
               Plan Year multiplied by 1.25; or

          (ii) it must not exceed the Average  Actual  Deferral  Percentage  for
               Participants  who are  Non-Highly  Compensated  Employees for the
               Plan Year  multiplied  by 2,  provided  that the  Average  Actual
               Deferral  Percentage for Participants who are Highly  Compensated
               Employees does not exceed the Average Actual Deferral  Percentage
               for Participants who are Non-Highly Compensated Employees by more
               than two (2)  percentage  points  or such  lesser  amount  as the
               Secretary of the Treasury shall prescribe to prevent the multiple
               use of this  alternative  limitation  with  respect to any Highly
               Compensated Employee.

     Notwithstanding any other provision of the plan, Excess Contributions, plus
any income and minus any loss allocable  thereto,  shall be distributed no later
than the last day of each  Plan  year to  Participants  to whose  accounts  such
Excess  Contributions  were  allocated  for  the  preceding  Plan  Year.  Excess
Contributions are allocated to the Highly Compensated Employees with the largest
amounts of Employer  contributions  taken into account in calculating the Actual
Deferral Percentage test for the year in which the excess arose,  beginning with
the  Highly  Compensated  Employee  with the  largest  amount  of such  employer
contributions   and  continuing  in  descending   order  until  all  the  Excess
Contributions have been allocated.  For purposes of the preceding sentence,  the
"largest amount" is determined after  distribution of any Excess  Contributions.
Excess Contributions (including the amounts recharacterized) shall be treated as
annual additions under the Plan. "Excess Contributions" shall mean, with respect
to any Plan Year, the excess of:

          a.   The aggregate  amount of employer  contributions  actually  taken
               into  account in  computing  the Actual  Deferral  Percentage  of
               Highly Compensated Employees for such Plan Year, over

          b.   The maximum amount of such contributions  permitted by the Actual
               Deferral  percentage test (determined by hypothetically  reducing
               contributions made on behalf of Highly  Compensated  Employees in
               order  of the  Actual  Deferral  Percentage,  beginning  with the
               highest of such percentages).

     For purposes of this Section 4.9,  "Actual Deferral  Percentage"  means the
ratio (expressed as a percentage) of Salary Deferral  Contributions on behalf of
the Participant for the Plan Year to the Participant's compensation for the Plan
Year.  "Average Actual Deferral  Percentage"  means the average  (expressed as a
percentage) of the Actual Deferral  Percentages of the  Participants in a group.
"Participant"  for  purposes  of this  Section  4.9 and  Section  4.10  means an
Employee  eligible to participate  in the Plan,  regardless of whether he or she
elects to  participate.  "Compensation"  for  purposes  of this  Section 4.9 and
Section  4.10 means all the  compensation  received  during the Plan Year by the
Participant  from the Employer that is currently  includible in gross income for
income tax  purposes  (including,  but not limited to,  income  attributable  to
non-qualified  stock options or incentive  stock options,  regardless of whether
such income is  includible in gross income for the Plan Year in which the option
is  granted).  "Compensation"  for purposes of this Section 4.9 and Section 4.10
includes  the amount of any Salary  Deferral  Contributions  made by an Employee
during a Plan Year and income  under Code  Section  125 or  402(a)(8).  However,
"Compensation"  for  purposes of this  Section  4.9 and  Section  4.10 shall not
include any amounts received while an Employee is not a Participant.

     For purposes of this Section 4.9, the Actual  Deferral  Percentage  for any
Participant  who is a Highly  Compensated  Employee for the Plan Year and who is
eligible to have Salary Deferral  Contributions  allocated to his or her Account
under two or more plans or arrangements  described in Section 401(k) of the Code
that  are  maintained  by  the  Employer  or an  Affiliated  Employer  shall  be
determined as if all such Salary Deferral Contributions were made under a single
arrangement.

     The Actual Deferral Percentage test described above will be conducted using
the current year testing method provided,  however, that the Plan may be amended
at any time to change to the prior year testing  method in those  situations for
which such a change is approved in Internal  Revenue  Service  Notice 98-1 (Part
VII(A) or in subsequent guidance promulgated by the Secretary of the Treasury.

     In  the  event  it  is  determined  that  the  amount  of  Salary  Deferral
Contributions  made on behalf of Highly  Compensated  Employees would exceed the
limits  described  in this  Section  4.9,  the  amount of such  Salary  Deferral
Contributions  (and any related  income) which causes such limits to be exceeded
may,  to the  extent  permitted  under  Section  4.10,  be  recharacterized  and
allocated to the After Tax Contribution  Account,  in accordance with procedures
established by the Committee.  Also, such Salary Deferral Contributions (and any
related  income) may be refunded to Highly  Compensated  Employees in accordance
with  procedures  established by the Committee.  The decision as to whether such
Salary Deferral  Contributions  are to be  recharacterized  or refunded shall be
made by the Committee.

     The amount of Excess Salary Deferral  Contributions which is to be refunded
or recharacterized as After-Tax  Contributions  shall be determined as set forth
below for Plan Years commencing after December 31, 1996.

     On or before the fifteenth day of the third month following the end of each
Plan Year, the Salary Deferral  Contributions of the Highly Compensated Employee
with the highest dollar amount of Salary  Deferral  Contributions  for that Plan
Year shall be recharacterized or reduced until either all Excess Salary Deferral
Contributions have been distributed or until such Salary Deferral  Contributions
are equal to the dollar amount of Salary  Deferral  Contributions  of the Highly
Compensated  Employee with the next highest dollar amount of such contributions,
whichever occurs first.

     Step (1) above shall be repeated with respect to the  Participant  with the
second and  successive  highest dollar amount of Salary  Deferral  Contributions
under the Plan  until the Plan has  recharacterized  or  distributed  all excess
Salary Deferral Contributions.

     If the  recharacterization  or refunds described above are made, the Actual
Deferral  Percentage is treated as  satisfying  the  non-discrimination  test of
Section  401(k)(3)  of the  Code  regardless  of  whether  the  Actual  Deferral
Percentage,  if  recalculated  after such  refunds or  recharacterizations  have
occurred  would  satisfy  Section  401(k)(3) of the Code.  Any amounts of Salary
Deferral  Contributions (and income thereon) under this section shall be subject
to the provisions of Section 8 that apply to Salary Deferral Contributions.

     For purposes of Section 401(k)(2) of the Code, if a corrective distribution
of Excess  Salary  Deferral  Contributions  has been made,  the  Average  Actual
Deferral Percentage of Highly Compensated  Employees is deemed to be the largest
amount permitted under Section 401(k)(2) of the Code.

     If Salary  Deferral  Contributions  distributed  pursuant to this paragraph
have received any Matching  Contributions,  such Matching Contributions shall be
forfeited, if forfeitable.

     The  Administrator   shall,  to  the  extent   administratively   possible,
recharacterize or refund all Excess Salary Deferral  Contributions  (and related
income)  which are required to be made  pursuant to this  Section,  prior to the
fifteenth day of the third month following the end of the Plan Year in which the
excess Salary Deferral  Contributions arose. Any refund or recharacterization of
excess  Salary  Deferral  Contributions  must be made no later than 2 1/2 months
after  the  close  of  the  Plan  Year  in  which  the  excess  Salary  Deferral
Contributions  relate. In any event, however, the excess After Tax Contributions
and/or  Matching  Contributions  and  any  income  allocable  thereto  shall  be
distributed  prior to the end of the Plan Year  following the Plan Year in which
the excess After-Tax Contributions arose.

     Also, before a contribution is made as a Salary Deferral Contribution,  the
Committee may, in its  discretion,  decide,  that if the limitation set forth in
this  Section  4.10 may not be met,  to limit  the  amount  of  Salary  Deferral
Contributions a Highly Compensated Employee can make or direct that a portion of
all of  such  contribution  for a  Highly  Compensated  Employee  shall  in lieu
thereof,  to the extent  permitted  under Section 4.10, be allocated to an After
Tax  Contribution  Account in  accordance  with  procedures  established  by the
Committee.

     4.10 Limitation on After Tax  Contributions  and Matching  Contributions In
Accordance  With  Section  401(m)  of  the  Code.  With  respect  to  After  Tax
Contributions and Matching  Contributions,  the Average Contribution  Percentage
for  Participants  who are Highly  Compensated  Employees for the Plan Year must
meet either of the following tests:

          (i)  it must  not  exceed  the  Average  Contribution  Percentage  for
               Participants  who are  Non-Highly  Compensated  Employees for the
               Plan Year multiplied by 1.25; or

          (ii) it must  not  exceed  the  Average  Contribution  Percentage  for
               Participants  who are  Non-Highly  Compensated  Employees for the
               Plan Year multiplied by 2, provided that the Average Contribution
               Percentage for Participants who are Highly Compensated  Employees
               does  not  exceed  the  Average   Contribution   Percentage   for
               Participants  who are  Non-Highly  Compensated  Employees by more
               than two (2)  percentage  points  or such  lesser  amount  as the
               Secretary of the Treasury shall prescribe to prevent the multiple
               use of this  alternative  limitation  with  respect to any Highly
               Compensated Employee.

     Notwithstanding   any  other  provision  of  the  plan,   Excess  Aggregate
Contributions,  plus any income and minus any loss allocable  thereto,  shall be
forfeited, if forfeitable, or if not forfeitable,  distributed no later than the
last day of each  Plan  Year to  participants  to  whose  accounts  such  Excess
Aggregate  Contributions  were  allocated  for the preceding  Plan Year.  Excess
Aggregate  Contributions are allocated to the Highly Compensated  Employees with
the largest  Contribution  Percentage  Amounts taken into account in calculating
the ACP test for the year in which the excess arose,  beginning  with the Highly
Compensated  Employee with the largest  amount of such  Contribution  Percentage
Amounts  and  continuing  in  descending  order  until all the Excess  Aggregate
Contributions have been allocated.  For purposes of the preceding sentence,  the
"largest  amount" is  determined  after  distribution  of any  Excess  Aggregate
Contributions.

     Definitions:

     1. "Excess  Aggregate  Contributions"  shall mean, with respect to any Plan
Year, the excess of:

          a.   the aggregate Contribution  Percentage Amounts taken into account
               in  computing  the  numerator  of  the  Contribution   Percentage
               actually made on behalf of Highly Compensated  Employees for such
               Plan Year, over

          b.   The maximum Contribution  Percentage Amounts permitted by the ACP
               test (determined by hypothetically reducing contributions made on
               behalf  of  Highly  Compensated   Employees  in  order  of  their
               Contribution  Percentages  beginning  with  the  highest  of such
               percentages).

     For purposes of this Section 4.10, "Average Contribution  Percentage" means
the average  (expressed as a percentage) of the Contribution  Percentages of the
Participants in a group. "Contribution Percentage" means the ratio (expressed as
a  percentage)  of  the  sum  of  the  After  Tax   Contributions  and  Matching
Contributions  under the Plan on behalf of the  Participant for the Plan Year to
the   Participant's   compensation   for  the  Plan  Year.   "Participant"   and
"Compensation"  for purposes of this Section 4.10 have the same  definitions  as
set forth in Section 4.9.

     In the event that the Plan satisfies the  requirements of Section 410(b) of
the Code only if  aggregated  with one or more  other  plans,  or if one or more
other  plans  satisfy  the  requirements  of Section  410(b) of the Code only if
aggregated with this Plan, this Section 4.10 shall be applied by determining the
Contribution  percentages  of  Participants  as if all such  plans were a single
plan.

     In  the  event  it  is  determined   that  the  amount  of  the  After  Tax
Contributions and Matching  Contributions made on behalf of a Highly-Compensated
Employee  would exceed the limits  described in this Section 4.10, the amount of
such After-Tax  Contributions  and/or  Matching  Contributions  (and any related
income) which causes such limits to be exceeded may be distributed to individual
Highly Compensated  Employees (or, if forfeitable,  forfeited) determined as set
forth below for Plan Years  commencing after December 31, 1996. The amount to be
distributed  pursuant to this  paragraph  shall be determined  after taking into
account any Salary  Deferral  Contributions  that have been  recharacterized  as
After-Tax   Contributions  under  Section  4.9.  For  purposes  of  meeting  the
limitations  described in Section 4.10,  After-Tax  Contributions  that have not
received  a  Matching   Contribution   may  be  distributed   before   After-Tax
Contributions that have received a Matching Contribution.

     The After Tax  Contributions  and/or Matching  Contributions  of the Highly
Compensated  Employee with the highest dollar amount of such  Contributions  for
the Plan Year shall be reduced  until either all excess After Tax  Contributions
and/or Matching  Contributions  have been  distributed or until the excess After
Tax Contributions  and/or Matching  Contributions are equal to the dollar amount
of the After Tax  Contributions  and/or  Matching  Contributions  of the  Highly
Compensated  Employee  with the next  highest  dollar  amount of  contributions,
whichever  occurs  first.  Step (1) above shall be repeated  with respect to the
second and successive Highly Compensated Employee with the highest dollar amount
of After Tax Contributions  and/or Matching  Contributions  under the Plan until
the Plan has distributed all excess After-Tax and/or Matching Contributions.  If
the refunds described above are made, the Average Actual Contribution Percentage
is treated as meeting the  non-discrimination  test of Section  401(m)(2) of the
Code  regardless  of whether  the Average  Actual  Contribution  Percentage,  if
recalculated  after such  distributions,  would satisfy Section 401(m)(2) of the
Code.  For  purposes  of  Section   401(m)(9)  of  the  Code,  if  a  corrective
distribution of excess After Tax Contributions and/or Matching Contributions has
been made,  the Average  Actual  Contribution  Percentage of Highly  Compensated
Employees is deemed to be the largest amount  permitted under Section  401(m)(2)
of the Code.

Multiple  Use Test.  In order to prevent  the  multiple  use of the  alternative
method  described in Section  4.10(ii) and in Section 4.9(ii) above,  any Highly
Compensated  Employee  eligible  to  make  Salary  Deferral   Contributions  and
After-Tax  Contributions or to receive Company Matching  Contributions under the
Plan shall have his or her contribution  percentage reduced if required pursuant
to  Regulation  section  1.401(m)-2.  The  Administrator  shall,  to the  extent
administratively possible, distribute all After-Tax Contributions and any income
allocable thereto which are required to be made pursuant to this Section,  prior
to the  fifteenth  day of the third month  following the end of the Plan Year in
which  the  excess  Contributions  arose.  In any  event,  however,  the  excess
Contributions and any income allocable thereto shall be distributed prior to the
end of the Plan  Year  following  the Plan Year in which  the  excess  After-Tax
Contributions  arose.  The  determination  and  treatment  of  the  Contribution
Percentage of any  Participant  shall satisfy such other  requirements as may be
prescribed by the Secretary of the Treasury.

     4.11 Rollover Contributions From Other Qualified Plans. A Participant, with
the approval of the  Administrator (or its delegate) and upon a determination by
the Administrator  that a distributing plan is qualified under Section 401(a) of
the Code,  make,  and that Plan shall  accept,  a Rollover  contribution  on the
Participant's  behalf from such  distributing  plan,  provided that the Rollover
Contribution  is  deposited  to the Plan no later  than 60 days  receipt  by the
Participant thereof. The amount rolled over shall be subject to all of the terms
and  conditions  of the Plan after it is rolled  over,  except that such amounts
shall be fully vested at all times.  The amounts  rolled over shall be deposited
in an account  designated as the Participant's  Rollover  Account.  Such amounts
shall be invested in accordance with the Participant's  investment  elections in
effect at the time of the  rollover.  The  Administrator  (or its  delegate) may
require a  Participant  to furnish such evidence as the  Administrator  may deem
necessary or appropriate. Notwithstanding the foregoing, effective as of January
1, 1999,  the  Administrator  shall accept  distributions  made from any defined
benefit  pension plan  maintained by the Company  which is qualified  under Code
Section  401(a)  provided  it is received by the Plan no later than the 60th day
after the distribution was received or made payable to the Participant. For this
purpose,  a Rollover  Contribution  means (a) a  contribution  of a distribution
received from the qualified plan of another  employer,  provided the Participant
makes the  contribution  within 60 days of his or her receipt of a  distribution
which satisfied the  requirements  of Section  402(a)(5) of the Code and Section
402(c) or (b) a direct transfer of the  Participant's  interest from the trustee
of a qualified plan maintained by another employer.


<PAGE>


                                    SECTION 5

                              PARTICIPANT'S ACCOUNT

     5.1 Separate  Accounts.  The Trustee shall maintain  separate  accounts for
each  Participant  and  Former   Participant.   Each   Participant's  or  Former
Participant's  Account  shall be divided into separate  subaccounts:  the Salary
Deferral  Account,  QVEC Account,  the After Tax Contribution  Account,  and the
Matching Account, and the Rollover Account.

     5.2 Separate  Accounting.  The amounts in a  Participant's  Salary Deferral
Account,  QVEC Account,  After Tax Contribution  Account,  Matching Account, and
Rollover  Account  shall at all times be  separately  accounted for by adjusting
such accounts for withdrawals,  distributions  and  contributions.  Withdrawals,
distributions,  forfeitures  (from  Matching  Accounts),  and other  credits  or
charges shall be separately allocated among Salary Deferral Accounts,  After Tax
Contribution Accounts,  Matching Accounts, and Rollover Accounts on a reasonable
and consistent basis.

     5.3 Valuation of Trust. The assets of the Accounts of Participants shall be
held by the  Trustee.  The  assets of the Trust Plan  shall be  revalued  by the
Trustee  at the close of each  business  day.  In making  such  revaluation  the
Trustee  shall  take into  account  earnings  or losses of the Trust Fund net of
reasonable  expenses and capital  appreciation  or  depreciation  in such assets
whether or not realized.  The method of  revaluation  shall be determined by the
Trustee,  and shall be  followed  with  reasonable  consistency  from  period to
period.  The  amount  credited  to the  Accounts  of all  Participants  shall be
adjusted  as of each  Revaluation  Date so as to be equal  to the  value of such
assets on such date.  The  settlement of the Accounts of a Participant  shall be
based upon the amount credited to his or her Accounts (pursuant to Section 6) as
of the most recent revaluation  completed prior to issuance of payments provided
the  Participant  submits all  documentation  required to make settlement in the
form, time and manner  prescribed by the Committee.  In making the  adjustments,
the  Accounts of  Participants  shall be reduced by any  payments  made from the
Accounts of the  Participant and increased by any  contributions  made since the
last adjustment.



<PAGE>


                                   SECTION 6

            INVESTMENTS AND OTHER PROVISIONS AFFECTING CONTRIBUTIONS

     6.1 Investment of Participant's  Account.  Salary Deferral Contributions on
behalf of a Participant  shall be paid to the Trustee and allocated  directly to
the Participant's  Salary Deferral Account, and After Tax Contributions shall be
paid to the  Trustee  and  allocated  directly  to the  Participant's  After Tax
Contribution Account. A Participant may elect to have amounts credited to his or
her Salary Deferral Account,  After Tax Contribution Account,  Matching Account,
and  Rollover  Account  each be  invested  in the  Funds  in ten  (10%)  percent
multiples,  in  such a way  that  the  combination  of the  percentage  for  the
contributions to each Account totals 100%. Contributions need not be invested in
the same manner.

     6.2 Matching Account.  Matching  Contributions shall only be in the form of
cash which shall be invested in any of the Funds as directed by the Participant.

     6.3 Investment of Rollover Account. At the time a Rollover  Contribution is
made to the Plan at a  Participant's  direction which is made in accordance with
Section  4.11,  the  Participant  must elect,  in such form,  time and manner as
prescribed  as by the  Committee,  to  have  his or  her  Rollover  Contribution
invested in any of the investment  Funds  described in Section 6.1, in whole 10%
increments.

     6.4 Temporary Investments and Investment in Qualifying Employer Securities.
The assets of the Trust Fund may be invested in qualifying  employer  securities
as defined in ERISA,  without  regard to the percentage of the total fair market
value of the Trust  Fund or any  Participant's  Account  which  said  investment
comprises.   Pending   investment  or  reinvestment   or  pending   payments  or
distribution,  all or part of the  Trust  Fund may be  invested  temporarily  in
accounts with financial institutions or short-term financial instruments.

     6.5 Change in Investment  Election For Funds Contributed by a Participant .
A Participant  may change his or her  investment  election for his or her Salary
Deferral Account,  After Tax Contribution Account, or Matching Account to any of
the  investments  set forth in Section 6.1 of the Plan by contacting the Trustee
by telephonic  or electronic  means on any business day. The Committee may issue
new rules for such changes in investment  elections including rules with respect
to the time, manner and form in which such changes are made.

     6.6  Change in  Investment  Election  for Funds  Already  Accumulated  in a
Participants'  Accounts . A Participant or Former  Participant may also transfer
the value of his or her  Accounts  in any of the  investment  Funds set forth in
Section 6.1 of the Plan to another  investment Fund as set forth in said Section
in whole  percentages  or in an amount of at least $250 (or the  entire  account
balance if the amount is less than $250).  To change an investment  election for
funds already accumulated in a Participant's  Account, the Participant or Former
Participant  must contact the Trustee on any business  day. This right to change
existing  investment  allocations to or from any investment  Fund offered by the
Plan is subject to any transfer restrictions imposed by the Fund's management as
set forth in a prospectus with respect to that Fund. The Committee may issue new
rules for such changes in investment elections,  including rules with respect to
the time, manner and form in which such changes are made.

     6.7 Return of Matching Contributions.  In the event a Matching Contribution
(a) is made under a mistake of fact, or (b) is conditioned upon deduction of the
contribution under Section 404 of the Code and such deduction is disallowed,  or
(c) is conditioned  upon  qualification of the Plan under Section 401 (a) of the
Code and the Plan does not so qualify,  such contribution may be returned to the
Employer  within  ninety  days  after  the  payment  of  the  contribution,  the
disallowance of the deduction,  or the date of denial of the Plan qualification,
whichever is applicable.

<PAGE>


                                   SECTION 7

                                 DISTRIBUTIONS

     7.1 Distribution After Retirement. After the retirement of a Participant at
his or her then Normal  Retirement  Date or  thereafter,  the entire  value of a
Participant's  Accounts shall be distributed to him or her in a lump sum payment
in cash, unless he or she elects,  pursuant to Section 7.6, to receive the Wyeth
Common Stock Fund portion in Wyeth Common Stock.

     7.2  Distribution  After  Death.  After  the  death of a  Participant,  the
Trustee,  pursuant to  directions  from the  Committee,  shall pay in a lump sum
payment  the  entire  value  of  the  deceased   Participant's  Account  to  the
Participant's  surviving  spouse,  or, if there is no surviving spouse or if the
Participant had elected to have such lump sum payment made to someone other than
his or her spouse  and the spouse  consents  in writing to such  election  which
consent  acknowledges  the effect of such election and such consent is witnessed
by a notary public,  then such lump sum payment shall be paid to the beneficiary
designated by such  Participant.  The benefit payable under this Section will be
distributed to the  beneficiary  named by the Participant no later than one year
after  the  Participant's  death,  but  if  the  designated  beneficiary  is the
Participant's  surviving  spouse,  the benefit will be distributed no later than
the date on  which  the  Participant  would  have  attained  age 70 1/2.  If the
Participant has no designated beneficiary or surviving spouse, the Participant's
benefit must be distributed within five years after the Participant's death.

     7.3 Designation of  Beneficiary.  A Participant at the time he or she joins
the Plan shall  designate a  beneficiary  or  beneficiaries  to receive the sums
credited  to his or her  Account in the event of his or her death,  if he or she
has no surviving  spouse at such time,  which  designation may be changed by the
Participant  from  time to time and  shall  cease to be  effective  if he or she
thereafter  becomes married.  To be effective,  the original  designation of the
beneficiary  and any  subsequent  change must be in writing on the form provided
for that purpose by the Committee and filed with the Committee.

     7.4 Failure to Designate a Beneficiary. In the event that a Participant has
no surviving  spouse at the time of his or her death and beneficiary is properly
designated or that  designated  beneficiary  predeceases  the  Participant,  the
Participant's  account balance shall be paid in the following order of priority:
(1) first, to the  Participant's  surviving  children (if any), in equal shares;
(2) second, if there are no surviving children,  to the Participant's  surviving
parents,  if any, in equal  shares;  and (3) finally,  if there are no surviving
parents, to the legal representatives of the Participant's estate.

     7.5  Distribution  After  Termination  of  Employment.   If  a  Participant
terminates  employment  with the Employer due to  resignation,  discharge or the
Participant  retires before his or her Normal  Retirement  Date, he or she shall
receive a lump sum cash distribution of his or her Salary Deferral Account, QVEC
Account, After Tax Contribution Account, Rollover Account and the vested portion
of his or her Matching  Account if the value of his or her Account  balance does
not exceed $3,500, or does not exceed $5,000 for  distributions  occurring on or
after January 1, 1998. If the value of his or her Account  exceeds $3,500 at the
time of such resignation, discharge or retirement (or exceeds $5,000 on or after
January  1,  1998),  any  amount  payable  hereunder  shall  not be  immediately
distributed  without his or her consent.  The nonvested  portion of the Matching
Account of a  Participant  who  receives a lump sum cash  distribution  shall be
forfeited on his or her  termination of employment and shall be restored only if
the  Participant  is reemployed  prior to incurring  five  consecutive  One-Year
Periods of Severance. A "One Year Period of Severance" shall occur if there is a
Severance From Service and the  Participant is not reemployed  within the twelve
consecutive month period  commencing on the date of Severance From Service.  (In
the case of a  Participant  who is  absent  from  service  by  reason of (i) the
pregnancy  of the  Participant,  (ii) the  birth of a child of the  Participant,
(iii) the  placement  of a child with the  Participant  in  connection  with the
adoption of such child by the Participant, or (iv) the caring for such child for
the period immediately  following such birth or placement,  and such Participant
is absent from service  beyond the first  anniversary  of the first date of such
absence,  the  Severance  From Service date for such  Participant  is the second
anniversary of the first date of such absence.  The period between the first and
second  anniversaries of the first date of absence from work is neither a period
of service nor a period of  severance.  If such  Participant  is not  reemployed
between  the second and third  anniversaries  of the first date of absence  from
work a One-Year  Period of Severance  shall occur.) In the case of  Participants
who are part time or seasonal  Employees a One Year Period of Severance shall be
the  Plan  Year  or  other  applicable   computation  period  during  which  the
Participant  has not  completed  more than 500 Hours of Service.  The  nonvested
portion of the Matching Account of a Participant who does not receive a lump sum
cash  distribution  shall  be  forfeited  when  he  or  she  has  incurred  five
consecutive  One Year Periods of Severance.  Notwithstanding  the  foregoing,  a
Participant  shall not incur a One-Year  Period of Severance with respect to any
period during which he or she is on a leave of absence under the federal  Family
and Medical Leave Act.

     7.6 Election of Wyeth Common  Stock;  Converting  Common Stock to Cash.  If
prior to the date of  distribution,  in  accordance  with  rules  adopted by the
Committee,  the  Participant  or other  distributee  elects to receive the Wyeth
Common Stock Fund portion of his or her Account in Wyeth Common Stock, he or she
will  receive  the  number  of  shares of Wyeth  Common  Stock in such  Account.
Otherwise,  all distributions  will be in cash in a lump sum. Wyeth Common Stock
converted into cash will be valued as the Revaluation  Date set forth in Section
5.3.  Distribution  will  be  made  as  soon  thereafter  as is  practicable  in
accordance with rules adopted by the Committee.

     7.7  Time  Distributions  Are to  Begin.  Distribution  of a  Participant's
Account,  subject to Section 7.8,  shall be made as soon as  practicable  but no
later than 150 days after the end of the calendar quarter in which the following
events occur:

          (1)  For  distributions  on account of retirement,  the  Participant's
               retirement, or, if elected, either (i) December 31 of the year of
               retirement, or (ii) the last day of the sixth full calendar month
               following the Participant's date of retirement.

          (2)  For  distributions  on account of death,  the Committee  receives
               satisfactory  evidence  of the death of the  Participant  and the
               identification of the beneficiary.

          (3)  For  distributions  on account of  termination  of  employment on
               account of resignation  or discharge,  the date of termination of
               employment, or, if elected, either (i) December 31 of the year of
               such  termination or (ii) the last day of the sixth full calendar
               month  following  the   Participant's   date  of  termination  of
               employment.

     Subject  to  Section  7.8,  no  person  subject  to  Section  16(b)  of the
Securities  Exchange Act of 1934 shall receive a  distribution  earlier than six
(6)  months  from the date of his or her  retirement  or  other  termination  of
employment  unless the Committee in its  discretion  shall  authorize an earlier
distribution in accordance with Section 7.7.

     7.8 Limitations on Distributions. The entire interest of a Participant will
be distributed based on the date of his or her retirement, death, or termination
of employment as provided in this Section 7, provided, however, in no event will
such interest be  distributed  earlier than the later of April 1 of the calendar
year following the later of the calendar year in which the  Participant  attains
age 70 1/2 or the calendar year in which he or she retires.  Distributions  will
be made in  accordance  with  Section  401(a)(9)  of the  Code  and  regulations
thereunder.

     In addition,  in accordance with Section  401(a)(14) of the Code,  unless a
Participant  otherwise elects,  the commencement of distributions will begin not
later  than the 60th day after the latest of the close of the Plan Year in which
occurs:

          (1)  the date a Participant attains age 65,

          (2)  the 10th anniversary of the year in which a Participant commenced
               participation in the Plan, or

          (3)  the Participant's termination of employment with the Employer.

     Unless otherwise  permitted by law or regulation,  distribution of benefits
under this Plan must begin by the April 1 of the  calendar  year  following  the
year in which the  Participant  attains  age 70 1/2,  regardless  of whether the
Participant  is still  working for the Employer at such time.  The amount of the
distribution  which a  Participant  who is still  working for the Employer  must
receive  from the Plan  shall  be  determined  in  accordance  with  regulations
prescribed  by the Secretary of the  Treasury.  Notwithstanding  anything in the
foregoing to the  contrary,  commencing as of January 1, 2000,  distribution  of
benefits to a Participant  who is not a five percent (5%) owner of the Employer,
will begin no later than April 1 of the  calendar  year  following  the later to
occur of the calendar  year in which the  Participant  attains age 70 1/2 of the
calendar year in which the Participant  retires.  Distributions to a Participant
who is a 5%  owner  will  begin  no  later  than  April 1 of the  calendar  year
following the calendar year in which he or she attains age 70 1/2.

     With  respect  to  distributions  under  the Plan made for  calendar  years
beginning  on or  after  January  1,  2002,  the Plan  will  apply  the  minimum
distribution  requirements  of Section  401(a)(9) of the Code in accordance with
the  regulations  that were  proposed on January 17, 2001,  notwithstanding  any
provision of the Plan to the contrary.

     7.9  Amount  of  Distribution  Cannot  be  Ascertained  or  Participant  or
Beneficiary Cannot be Located.  If the amount of payment required to commence by
a certain date in accordance  with the Plan cannot be  ascertained by such date,
or if it is not possible to make payment on such date because the  Committee has
been unable to locate the Participant or beneficiary,  a payment  retroactive to
such date shall be made no later than 60 days after the  earliest  date on which
the  amount  of  such  payment  can be  ascertained  or the  date on  which  the
Participant or beneficiary is located.

     If after  reasonable  effort the Committee cannot locate the Participant or
beneficiary,  the Participant's  Account shall be forfeited.  The amount of such
forfeiture  shall  reduce the Matching  Contribution  required to be made by the
Employer. Any such forfeited Account shall be reinstated and become payable if a
claim therefor is made by the  Participant  or beneficiary  which is approved by
the Committee.

     7.10 Withholding Tax on Distributions.  Distributions  under the Plan shall
be subject to tax withholding under all applicable tax laws.

     7.11  Distribution  Upon Sale of Stock or Substantially all the Assets of a
Corporation as Permitted by Section 401(k)(2)(B)(i)(II) of the Code.

          (a)  Upon the date of sale by the Company or a  subsidiary  thereof of
               substantially  all of the assets  (within  the meaning of section
               409 (d) (2) of the Code) used by the Company or  subsidiary  in a
               trade or  business  with  respect to an  Employee  who  continues
               employment with the corporation acquiring such assets, or

          (b)  upon the date of sale of stock  by the  Company  or a  subsidiary
               thereof of its  interest in a  subsidiary  (within the meaning of
               section 409 (d) (3) of the Code) with  respect to an Employee who
               continues  employment  with the  subsidiary  which  is sold,  the
               Committee  may  exercise  its   discretion  to  distribute  to  a
               Participant in a lump sum distribution the Participant's  Account
               Balance  including  the  vested  portion  of his or her  Matching
               Account if the value of the Account does not exceed  $3,500 prior
               to January 1, 1998 or does not exceed  $5,000 on or after January
               1, 1998. If the value of his or her account  exceeds $3,500 prior
               to January 1, 1998,  (or  exceeds  $5,000 on or after  January 1,
               1998),  any amount payable shall not be  immediately  distributed
               without the  Participant's  consent.  This  Section 7.11 shall be
               interpreted in accordance  with the  requirements  of Section 401
               (k) of the Code and the regulations issued thereunder.

     7.12 Plan to Plan Transfers. The Committee may exercise its discretion from
time to time to  authorize  the  transfer  of account  balances  for one or more
Participants of such Participant's Accounts (including the vested portion of his
or her  Matching  Account)  to  another  plan in  which  such  Participant  also
participates  if such other plan also qualifies when  applicable,  under Section
401  (a) and  Section  401 (k) of the  Code,  provided  that  the  Committee  is
satisfied that such other plan will accept the transfer of such account balances
and  that  such  plan to plan  transfer  is  otherwise  in  accordance  with the
applicable qualification requirements of the Code.

     7.13 Rollover of Eligible Rollover Distributions.

          (1)  Notwithstanding  any  provision of the Plan to the contrary  that
               would otherwise limit a Distributee's election under this section
               7.13,  a  Distributee  may  elect,  at the time and in the manner
               prescribed by the Plan  Administrator,  to have any portion of an
               Eligible  Rollover  Distribution  paid  directly  to an  Eligible
               Retirement   Plan  specified  by  the  Distributee  in  a  direct
               rollover.   However,   notwithstanding   the   above,   the  Plan
               Administrator may adopt procedures wherein the Plan will not make
               a distribution  pursuant to this Section 7.13 unless the Eligible
               Rollover  Distribution  is at least $200,  and that the Plan will
               directly   rollover  only  a  portion  of  an  Eligible  Rollover
               Distribution if the portion to be rolled over is at least $500.

     If a distribution  is one to which Sections  401(a)(11) and 417 of the Code
do not apply,  such distribution may commence less than 30 days after the notice
required under Section  1.411(a)-11(c)  of the Income Tax  Regulations is given,
provided that:

                    (i)  The Plan Administrator  clearly informs the Participant
                         that the  Participant  has a right  to a  period  of at
                         least 30 days after  receiving  the notice to  consider
                         the decision of whether or not to elect a distribution,
                         and

                    (ii) that   Participant,   after   receiving   the   notice,
                         affirmatively elects a distribution.

          (2)  For  purposes of this Section  7.13,  the  following  definitions
               shall apply:

     Eligible Rollover  Distribution.  An Eligible Rollover  Distribution is any
distribution  of all or any  portion  of the Plan  benefit  to the credit of the
Distributee,  except that an Eligible Rollover Distribution does not include any
distribution  that is one of a series of substantially  equal periodic  payments
(not less  frequently  than annually) made for the life (or life  expectancy) of
the  Distributee  or  the  joint  lives  (or  joint  life  expectancies)  of the
Distributee  and the  Distributee's  designated  beneficiary,  or for a specific
period of ten years or more; any distribution to the extent such distribution is
required  under  Section  401(a)(9) of the Code,  and a hardship  withdrawal  as
described in Section 8.1 if (and only if) such withdrawal is made after December
31, 1999.

     Eligible  Retirement  Plan.  An Eligible  Retirement  Plan is an individual
retirement  plan  described  in  Section  408(b) of the Code,  an  annuity  plan
described  in Section  403(a) of the Code,  or a qualified  trust  described  in
Section 401(a) of the Code,  that accepts the  distributee's  Eligible  Rollover
Distribution.  However, in the case of an Eligible Rollover  Distribution to the
surviving spouse of a Participant,  an Eligible Retirement Plan is an individual
retirement account or individual retirement annuity.

     Distributee.  A  Distributee  includes an Employee or former  Employee.  In
addition,  the Employee's or former Employee's surviving spouse or former spouse
who is the  alternate  payee  under a qualified  domestic  relations  order,  as
defined in  Section  414(p) of the Code,  are  Distributees  with  regard to the
interest of the spouse or former spouse.

     Direct Rollover. A Direct Rollover is a payment by the Plan to the Eligible
Retirement Plan specified by the Distributee.



                                   SECTION 8

                                  WITHDRAWALS

     8.1 Hardship Withdrawals.  A Participant can withdraw amounts in his or her
Salary Deferral Account (which for this purpose excepts investment income earned
after  January 1,  1989),  Rollover  Account  and  vested  amounts in his or her
Matching  Contribution  Account on account of a hardship.  For the withdrawal to
constitute  a  hardship,  the  withdrawal  (1)  must be made  on  account  of an
immediate and heavy financial need of the Participant, and (2) must be necessary
to  satisfy  that  need.  The  determination  of  whether a  Participant  has an
immediate and heavy  financial  need is to be made by the Committee on the basis
of all  relevant  facts and  circumstances.  A financial  need shall not fail to
qualify  as  immediate  and  heavy  merely  because  such  need  was  reasonably
foreseeable or voluntarily  incurred by the Participant.  The following types of
expenses will be deemed to constitute an immediate and heavy  financial need for
purposes of this Section 8.1:

          (i)  medical  expenses  (described  in  Section  213(d)  of the  Code)
               incurred by the  Participant  or his or her spouse or  dependents
               (as defined in Section 152 of the Code);

          (ii) purchase  (excluding  mortgage payments) of a principal residence
               for the Participant;

          (iii)payment of tuition and related  educational  fees for the next 12
               months of  post-secondary  education for the Participant,  his or
               her spouse,  children or dependants;  or

          (iv) the need to prevent the eviction of the  Participant  from his or
               her  principal  residence or  foreclosure  on the mortgage of the
               Participant's principal residence.

               Other types of expenses which the Internal  Revenue Service deems
               are  immediate  and  heavy  financial  needs as set  forth in the
               publication of revenue  rulings,  notices and other  documents of
               general  applicability shall be deemed to constitute an immediate
               and heavy financial need for purposes of this Section 8.1.

     The requirement that a hardship  withdrawal must be necessary to satisfy an
immediate and heavy  financial  need will be met if the funds cannot be obtained
from other  resources  reasonably  available to the  Participant  and the amount
distributed  does not exceed the amount  required to relieve the financial need.
Before  a  Participant  can make a  hardship  withdrawal,  he or she must  first
withdraw all amounts in his or her After Tax Contribution Account, available for
withdrawal,  and take out a loan on  amounts  in his or her  Plan  Accounts,  if
available,  under the  provisions of Section 9. To the extent that a Participant
cannot access funds  necessary to meet his or her immediate and heavy  financial
need by a loan from his or her Plan  Accounts or by a  withdrawal  of  available
amounts in his or her After Tax  Contribution  Account,  the Participant must do
(A) and (B) as follows:

               (A)  The  Participant  must furnish the  Committee  with a signed
                    statement  representing  that the  required  funds cannot be
                    obtained:

                    (i)  through reimbursement or compensation by insurance;

                    (ii) by reasonable  liquidation of the Participant's assets,
                         to the extent such  liquidation  would not itself cause
                         an  immediate  and  heavy   financial  need;  for  this
                         purpose,  the  Participant's  assets shall be deemed to
                         include  those assets of the  Participant's  spouse and
                         minor  children  that are  reasonably  available to the
                         Participant;

                    (iii)by   discontinuing   his   or   her   Salary   Deferral
                         Contributions  and After Tax Contributions to the Plan;
                         or

                    (iv) by  borrowing  from  plans   maintained  by  any  other
                         employer or by  borrowing  from  commercial  sources on
                         reasonable commercial terms.

               (B)  The   Participant   must   suspend   all   Salary   Deferral
                    Contributions and After Tax Contributions to the Plan for at
                    least 12 months after receipt of the hardship withdrawal and
                    the   amount   of   the   Participant's    Salary   Deferral
                    Contributions  for the calendar year after the year in which
                    the  hardship  withdrawal  was  received  cannot  exceed the
                    amount  of  the   applicable   limit  on   Salary   Deferral
                    Contributions,  as set forth in Section 4.2, less the amount
                    of the Participant's  Salary Deferral  Contributions made in
                    the year the hardship withdrawal was received.

     A  Participant  shall notify the Committee in writing of his or her request
to make a hardship  withdrawal  on a form  provided  therefor  pursuant to rules
established by the Committee. Hardship withdrawals shall also meet the following
requirements:

                    (i)  No more  than one  hardship  withdrawal  per Plan  Year
                         shall be permitted.

                    (ii) The minimum hardship withdrawal shall be $500.00.

                    (iii)The hardship  withdrawal shall not exceed the amount of
                         the  Participant's  Salary Deferral  Account,  Rollover
                         Account,  and the vested portion of his or her Matching
                         Account.

                    (iv) The amount of the hardship withdrawal shall be deducted
                         from  the   Participant's   Salary  Deferral   Account,
                         Rollover Account and Matching Account,  as the case may
                         be,  and the  balance  remaining  after the  withdrawal
                         shall   then   constitute   the  total   value  of  the
                         Participant's Salary Deferral Account, Rollover Account
                         and Matching Account.  Hardship withdrawals shall first
                         be made from the Participant's  Salary Deferral Account
                         and  when  that  is  exhausted,  may be made  from  the
                         Rollover  Account  (until  exhausted) and then from the
                         vested  portion of the Matching  Account in that order.
                         Such  withdrawals  shall be made  from  the  Investment
                         Funds in  Participant's  Accounts as  designated by the
                         Participant in writing to the Trustee/Recordkeeper.  If
                         a Participant fails to provide such instructions,  each
                         Account shall be charged  proportionately  based on the
                         foregoing  sentences  and on  the  status  at the  most
                         recent  Revaluation  Date with respect to the different
                         investments options in the Accounts elected pursuant to
                         Section 6.1.

                    (v)  All  hardship   withdrawals  shall  be  made  in  cash.
                         Conversion  of Wyeth Common Stock to cash shall be done
                         in the manner described in Section 7.6.

                    (vi) All  hardship  withdrawals  shall be paid in an  amount
                         determined   in  the   discretion   of  the   Committee
                         (including amounts  representing the amount of federal,
                         state and local taxes the  Participant  will incur as a
                         result  of  the  withdrawal)  in  accordance  with  the
                         hardship  withdrawal   application   submitted  by  the
                         Participant,  based on the amount in the  Participant's
                         Account as of the Revaluation  Date after the Committee
                         makes its determination.

                    (vii)In addition to a  Participant's  written  request for a
                         hardship  withdrawal,  the Participant  must submit any
                         additional   documentation   that  the   Committee  may
                         determine  is  necessary  to  evidence  the  nature and
                         extent of the immediate and heavy financial need.

     8.2  Withdrawals  of After Tax  Contributions.  A Participant  can withdraw
amounts  in his or her  After  Tax  Contribution  Account  once a year,  for any
reason, in accordance with the following requirements:

                    (i)  such  withdrawal  request  shall  be made  pursuant  to
                         instructions   transmitted  by  either   telephonic  or
                         electronic   means   from   the   Participant   to  the
                         Trustee/Recordkeeper,; pursuant to rules established by
                         the Committee;

                    (ii) a  Participant   may  make   withdrawals  of  After-Tax
                         Contributions   once  each  calendar  year,   provided,
                         however, that each withdrawal must be made in a minimum
                         amount of at least $500;

                    (iii)all  withdrawals  shall  be made  from  the  investment
                         Funds in a Participant's After-Tax Contribution Account
                         as specified by the Participant in instructions sent in
                         accordance   with   subsection   (i)   above.   If  the
                         Participant  fails to provide such  instructions,  such
                         withdrawals  shall be  charged  proportionately  to the
                         Participant's  investment Funds in his or her After-Tax
                         Contributions Account as of the most recent Revaluation
                         Date; and

                    (iv) all   withdrawals   of   amounts   in  the   After  Tax
                         Contribution  Account  shall be made in either  cash or
                         Wyeth Common Stock,  if  applicable,  as elected by the
                         Participant in accordance with subsection (i) above. If
                         the  Participant  fails to provide  such  instructions,
                         such withdrawals shall be in cash.  Conversion of Wyeth
                         Common   Stock  to  cash  shall  be  done  as  soon  as
                         practicable  after the receipt of instructions from the
                         Participant.

     8.3 Age 59 1/2 Withdrawal. Notwithstanding the provisions of Section 8.1, a
Participant  who has attained  age 59 1/2 may make a withdrawal  from his or her
Salary Deferral Account,  Rollover Account, and the vested portion of his or her
Matching  Account  once a  calendar  year  for  any  reason  without  having  to
demonstrate  financial  necessity.  Such withdrawal  shall be made in accordance
with instructions sent by the Participant to the  Trustee/Recordkeeper by either
electronic or telephonic means in accordance with the rules set forth in Section
8.1 except for those provisions  pertaining to the demonstration of an immediate
and heavy financial need,  financial necessity and suspension of Salary Deferral
Contributions and After-Tax Contributions.

     8.4 Withdrawals of Salary Deferral Contributions By Former Participants.  A
Former Participant may withdraw amounts from his or her Account, for any reason,
if the following  requirements are satisfied:  (i) each withdrawal shall be made
pursuant  to  instructions  sent by the  Participant  either  electronically  or
telephonically  to  the   Trustee/Recordkeeper  in  accordance  with  procedures
established or approved by the Administrator; (ii) a Participant may make such a
withdrawal as frequently as he or she may desire,  provided,  however,  that the
minimum amount of each withdrawal must be at least $1,000; (iii) each withdrawal
shall  be made  from  the  investment  Funds  in the  Participant's  Account  as
specified by the Participant in instructions provided as described in subsection
(i) above. If a Participant fails to provide such  instructions,  the withdrawal
shall be charged  proportionately to such Participant's  investment Funds in his
or her Account as of the most recent  Revaluation Date; and (iv) all withdrawals
from a  Participant's  Account shall be made in cash or Wyeth common  stock,  if
applicable, as elected by the Participant in instructions provided in accordance
with  subsection (i) above.  If no such election is made,  all such  withdrawals
will be made in cash.


                                   SECTION 9

                                     LOANS

     9.1 Loans. A Participant may borrow no more than once every six months from
his or her Account under the Plan on terms  specified by the Committee which are
consistent with the requirements of Section 72(p),  401(k) and 4975(d)(1) of the
Code, provided that:

          (a)  The minimum loan amount must be $1,000 and the  aggregate  amount
               of all such loans to a  Participant  from this Plan shall not, at
               the time any such loan is made,  exceed the lesser of (i) $50,000
               reduced by the excess (if any) of the highest outstanding balance
               of loans from the Plan during the one (1) year  period  ending on
               the day  before  the date on which  such loan was made,  over the
               outstanding  balance  of loans from the Plan on the date on which
               such loan was made,  or (ii)  fifty  percent  (50%) of the vested
               portion of the  Participant's  Account Balance at the time of the
               making of such loan. For purposes of this  limitation,  all loans
               from all  qualified  plans  maintained  by the Employer or by any
               entity  which is  required  to be  aggregated  with the  Employer
               pursuant to Sections 414(b), (c), (m) or (o) must be aggregated.

     If a loan is repaid and  another  loan taken out  within  six  months,  the
maximum loan amount cannot exceed the limits of section 72 (p) of the Code.

          (b)  A  Participant  must  apply  for a  loan  by  submitting  a  loan
               application  authorized by the Committee.  In order for a loan to
               be approved,  the Participant must sign a document evidencing the
               loan  request.   A  Participant   who  has  applied  for  a  home
               purchase/construction loan will be required to submit an executed
               copy  of a  purchase  or  construction  agreement  and a  written
               statement   certifying   that  the  home  will  be  used  as  the
               Participant's primary residence.

          (c)  For  purposes  of  subsection  9.1(a),  a  Participant's  Account
               balance  shall be valued  as of a  Revaluation  Date  immediately
               prior to receipt of the Participant's loan application.  Issuance
               of the loan will be as soon as  possible  in the month in which a
               loan application is approved.

          (d)  The maximum number of loans from the Plan which a Participant may
               have  outstanding at the same time are two general  purpose loans
               payable  within  five years and one loan to acquire or  construct
               any  dwelling  to be  used  as  the  principal  residence  of the
               Participant payable within 15 years.

          (e)  Any loan,  by its terms,  must be required to be repaid  within a
               whole year term not exceeding five years, unless the loan is used
               to  acquire  or  construct  any  dwelling  to be used  (within  a
               reasonable  time  after  the  loan  is  made)  as  the  principal
               residence of the  Participant,  in which case the whole year term
               can be from 1 to 15 years.  Notwithstanding the foregoing, a loan
               must be  scheduled  to be  repaid by the end of the year in which
               the Participant attains age 70 1/2.

          (f)  The amount of the loan  (principal  plus interest) must be repaid
               through periodic  deductions from the  Participant's  paycheck in
               accordance  with his or her payroll  frequency.  Besides  payroll
               frequency,  the amount of the  periodic  deduction  will be based
               upon the amount of the loan,  the term of the loan,  and,  unless
               otherwise  provided  in  Department  of Treasury  regulations,  a
               substantially level amortization of the loan over the term of the
               loan. All amounts of loan repayments by the Participant  shall be
               deposited into the investment accounts elected by the Participant
               in  accordance  with  Section  6.1  in  effect  at the  time  the
               repayments  were  made.  Repayments  will  begin  with the  first
               paycheck  received in the month following the date the loan check
               is  received  by  the  Participant  or  as  soon  as  practicable
               thereafter.  Repayments will be deposited into the  Participant's
               Account  in the  following  order to the  extent  that  money was
               borrowed from the Account:  (1) After Tax  Contribution  Account,
               (2) Company  Matching  Account,  (3)  Rollover  Account,  and (4)
               Salary Deferral Account.

          (g)  If a Participant  terminates  employment with the Employer due to
               resignation,  discharge, retirement or death and the loan has not
               been repaid with  interest as is required by the Plan or the loan
               is otherwise in default the remaining  unpaid  balance is due and
               payable.  Such  Participant's  Account  shall be  reduced  to the
               extent of the outstanding  loan provided that the Participant has
               consented  to the  immediate  distribution  of his or her Account
               balance.  If  such  Participant  defers  receipt  of  his  or her
               distribution, he or she is required to repay the loan in full.

          (h)  The loan funds will be charged against each of the  Participant's
               investment options in the Participant's  Accounts as specified by
               the Participant in instructions  transmitted by either electronic
               or    telephonic    means    by    the    Participant    to   the
               Trustee/Recordkeeper.  If  instructions  are  not  provided  by a
               Participant, the loan funds shall be charged ratably against each
               of the Participant's investment options within each of his or her
               Accounts.

          (i)  Loan funds shall be charged first to the Salary Deferral  Account
               and then, to the extent necessary,  to the Rollover  Account,  to
               the Matching Account, and to the After Tax Contribution  Account,
               in that order.

          (j)  The  interest  rate  charged for the term of a loan from the Plan
               will be provided  such rate provides a return  commensurate  with
               the interest  rates charged by persons in the business of lending
               money for loans which would be made under similar  circumstances,
               or such other rate as  permitted  by  government  regulations  or
               releases.  Interest  begins to accrue when payments are scheduled
               to commence.

          (k)  A loan can be  prepaid  in full as early as six  months  into the
               loan   prepayment   period  upon  Committee   approval.   Partial
               prepayments are not permitted.

          (l)  The loan will be declared in default if the Participant  rescinds
               his or her payroll authorization deduction, or if the Participant
               is on an unpaid leave of absence or temporary layoff and there is
               a  suspension  of  repayments  beyond  the  end  of  the  quarter
               following  the quarter in which the repayment was due or the loan
               term and alternative  repayment  arrangements cannot be arranged.
               Upon  default,  if  the  loan  is not  repaid  when  called,  the
               Committee may cancel the loan and treat the  outstanding  balance
               as a taxable withdrawal from the Plan.

          (m)  The loan  program  under the Plan  shall be  administered  by the
               Committee  in  a  uniform  and   nondiscriminatory   manner.  The
               Committee may provide for an overall limit on the amount of loans
               that  may be  provided  by the  Plan at any one  time  and  shall
               establish the  appropriate  and reasonable  security and interest
               rates on such loans.

     The  Committee   shall  have  sole   discretion  (i)  to  determine   which
Participants  are  entitled  to  receive a loan,  (ii) to  determine  under what
conditions  a loan shall be granted,  (iii) to  determine  what the terms of the
loan,  promissory note and security agreement are, (iv) to determine when a loan
is in default  and what  course of action to take,  and (v) to  determine  other
questions which arise under this Section 9, provided that such discretion  shall
be exercised in accordance with the requirements of law.



                                   SECTION 10

                        LIMITATIONS ON ANNUAL ADDITIONS

     10.1 Basic  Limitation.  Subject to the adjustments  hereinafter set forth,
the  maximum  aggregate  Annual  Addition  to a  Participant's  Account  in  any
Limitation Year shall in no event exceed the lesser of:

          (a)  $30,000 (or such greater amount as may be permitted under Section
               415(d) of the Code; or

          (b)  twenty-five   percent  (25%)  of  the  amount  of   Participant's
               compensation  for  the  Limitation  Year.  For  purposes  of this
               Section 10, compensation shall mean compensation as defined under
               the  safe-harbor  definition  of  compensation  under  Regulation
               Section  1.415-2(d)(10).  Beginning with the Plan Year commencing
               on January 1, 1994, for purposes of this Section 10, compensation
               of any  Participant  shall not exceed  the OBRA '93  Compensation
               which  shall  equal  $150,000  multiplied  by any cost of  living
               factor  prescribed by the Secretary of the Treasury under Section
               401(a)(17)(B) of the Code.

     Effective  for  Plan  Years   beginning  on  and  after  January  1,  2002,
compensation  shall be limited as provided under Section  401(a)(17) of the Code
as amended  from time to time.  For  purposes  of this  Section,  for Plan Years
beginning  on and after  January 1, 2001,  compensation  paid or made  available
during such Plan Year shall include  elective amounts that are not includible in
the gross income of the Employee by reason of Section 132(f)(4) of the Code.

     10.2 Definitions.

          (a)  For purposes of this Section 10 the term "Annual  Addition" shall
               mean the sum for any Limitation Year of the following amounts:

               (1)  Salary Deferral Contributions;

               (2)  Matching Contributions;

               (3)  After Tax Contributions;

               (4)  Forfeitures   arising  from  termination  of  employment  if
                    allocated to the Accounts of Participants; and

               (5)  Any amount described in Sections 415(l)(1) and 419A(d)(2) of
                    the Code.

          (b)  For  purposes  of  this  Section  10 and  Section  11,  the  term
               "Limitation Year" or "year" means the calendar year.

     10.3 Limitation for Participants in a Combination of Plans. Notwithstanding
the foregoing,  in the case of an Employee who  participates  in this Plan and a
defined benefit plan which meets the  requirements of section 401(a) of the Code
maintained by an Employer,  the sum of the defined benefit plan fraction and the
defined  contribution  plan  fraction  for any year  shall not exceed  1.0.  The
foregoing limitation shall not apply for Plan Years beginning after December 31,
1999.

          (a)  The term "defined benefit plan fraction" shall mean the projected
               annual benefit  payable under the defined  benefit plan,  without
               regard to the  restrictions  imposed by section  415 of the Code,
               over the annual  benefit  which may be  payable  under such plan,
               taking into account such restrictions,  but increased as provided
               in Section 415 (e) (2) (B) of the Code.

          (b)  The term  "defined  contribution  plan  fraction"  shall mean the
               actual aggregate  Annual  Additions,  as herein defined,  to this
               Plan  determined as of the close of the year,  over the aggregate
               of the maximum  Annual  Additions  which could have been made for
               each year of the Participant's  service had such Annual Additions
               been  limited  each such  year to the  maximum  Annual  Additions
               permitted  under  Section  415  of the  Code,  but  increased  as
               provided  by  Section  415(e) (3) of the Code,  and  taking  into
               account the transition rules for years ending prior to January 1,
               1983,  prescribed  under Section 415 of the Code and under ERISA.
               Effective  as of  the  first  day of the  first  Limitation  Year
               commencing after December 31, 1999, and notwithstanding any other
               provision of the Plan, the benefit for any  Participant  shall be
               determined by applying the limitations of section 415 of the Code
               without regard to the limitations of section 415(e).

     10.4  Treatment  of Similar  Plans.  The  limitations  of this Section with
respect to any Participant who at any time has participated in any other defined
contribution  plan which is qualified  under  Section  401(a) of the Code, or in
more than one qualified defined benefit plan,  maintained by an Employer or by a
corporation which is a member of a controlled group of corporations  (within the
meaning of Section 1563(a)  (determined without regard to Section 1563(a)(4) and
(e)(3)(C),  and  Section  415(h) of the Code) of which an  Employer  is a member
shall apply as if the total  benefits  payable  under all such  defined  benefit
plans in which the Participant has been a member were payable from one plan, and
as if the total Annual Additions made to all defined contribution plans in which
the  Participant  has been a member were made to one plan.  For purposes of this
Section 10, the term "Employer"  includes any corporation which is a member of a
controlled group, as described herein.

     10.5  Preclusion of Excess Annual  Additions.  The Committee shall maintain
records  showing  for each month  during  the  Limitation  Year a  Participant's
contributions  credited  to  the  Participant's  Account,  (including  for  this
purpose,  the forfeitures used to reduce such  contributions).  If the Committee
determines at any time that no additional contributions may be made and credited
to the  Participant's  Account during a year without  exceeding the  limitations
prescribed in this Section 10 for the year, then no further  contributions shall
be made or credited to the Participant's  Account during the year. If a portion,
but not all, of the contributions which are scheduled to be made and credited to
the  Participant's  Account  during the year or the remainder of the year may be
made and credited without exceeding the limitations  prescribed  hereunder,  the
Participant's  contributions  shall be reduced to such amount  which shall cause
the limitations to be met.

     10.6 Adjustment to Defined Benefit Plan.  Notwithstanding the provisions of
Section  10.5,  but after  giving  effect to the  transition  rule  described in
Section  415(e)(6)  of the Code,  in the event that the  limitations  prescribed
under Section 10.4 are exceeded with respect to any Participant who participates
in this Plan and a qualified defined benefit plan maintained by an Employer, the
Employer  shall  freeze or reduce the  benefits  under the defined  benefit plan
prior to making any adjustments under this Plan. The limitations of this Section
with respect to any  Participant  who at any time has  participated in any other
defined  contribution  plan which is qualified under Section 401(a) of the Code,
or in more than one qualified defined benefit plan, maintained by an Employer or
by a corporation which is a member of a controlled group of corporations (within
the meaning of Section 1563(a)  (determined without regard to Section 1563(a)(4)
and (e)(3)(C),  and Section 415(h) of the Code) of which an Employer is a member
shall apply as if the total  benefits  payable  under all such  defined  benefit
plans in which the Participant has been a member were payable from one plan, and
as if the total Annual Additions made to all defined contribution plans in which
the  Participant  has been a member were made to one plan.  For purposes of this
Section 10, the term "Employer"  includes any corporation which is a member of a
controlled  group,  as  described  herein.  Effective as of the first day of the
first  Limitation Year commencing  after December 31, 1999, and  notwithstanding
any other  provision  of the Plan,  the  benefit  for any  Participant  shall be
determined by applying the  limitation of Section 415 of the Code without regard
to the limitations of Section 415(e) of the Code.

     10.7   Disposal   of  Excess   Annual   Additions.   In  the  event   that,
notwithstanding  Section 10.5  hereof,  the  limitations  with respect to Annual
Additions  prescribed hereunder are exceeded with respect to any Participant and
such excess  arises as a  consequence  of the  crediting of  forfeitures  to the
Participant's  Account or a reasonable  error in  estimating  the  Participant's
Compensation,  such excess shall be disposed of by returning to the  Participant
Contributions  to his or her  Accounts if any,  for the year in which the excess
arose, and the earnings  thereon,  but only to the extent necessary to cause the
Annual  Additions to the  Participant's  Account to equal,  but not exceed,  the
limitations prescribed hereunder. In the event that after such contributions and
earnings are returned  there  remains an excess,  such excess shall be held in a
suspense  account and reallocated  among the Accounts of all Participants in the
Limitation Year succeeding the year in which the excess arose.



                                   SECTION 11

                              TOP HEAVY PLAN RULES

     11.1 General Rule. The Plan shall meet the  requirements of this Section 11
in the event that the Plan is or becomes a Top-Heavy Plan.

     11.2 Top-Heavy Plan.

          (a)  Subject to the aggregation  rules set forth in paragraph (b), the
               Plan shall be  considered  a Top-Heavy  Plan  pursuant to Section
               416(g) of the Code in any Plan  Year if, as of the  Determination
               Date,  the present  value of the  cumulative  Accounts of all Key
               Employees  exceeds  sixty  percent  (60%)  of  the  value  of the
               cumulative  accounts  of all of the  Employees  as of such  Date,
               excluding former Key Employees and excluding any Employee who has
               not received  Compensation  from the Employer during the five (5)
               consecutive  Plan Year period ending on the  Determination  Date,
               but taking into account in computing the ratio any  distributions
               made during the five (5)  consecutive  Plan Year period ending on
               the  Determination  Date.  For purposes of the above  ratio,  the
               Account of a Key  Employee  shall be counted  only once each Plan
               year,   notwithstanding  the  fact  that  an  individual  may  be
               considered  a Key  Employee  for more than one reason in any Plan
               Year.

          (b)  Aggregation and  Coordination  with Other Plans.  For purposes of
               determining whether the Plan is a Top-Heavy Plan and for purposes
               of meeting the requirements of this Section 11, the Plan shall be
               aggregated  and  coordinated  with  other  qualified  plans  in a
               Required  Aggregation  Group and may be aggregated or coordinated
               with other qualified plans in a Permissive  Aggregation Group. If
               such Required Aggregation Group is Top-Heavy,  this Plan shall be
               considered a Top-Heavy Plan. If such Permissive Aggregation Group
               is not Top-Heavy, this Plan shall not be a Top-Heavy Plan.

     Solely for purposes of  determining if the Plan, or any other plan included
in a required  aggregation  group of which this Plan is a part, is Top-Heavy the
accrued benefit of a Non-Key  Employee shall be determined under (a) the method,
if any, that uniformly  applies for accrual  purposes under all plans maintained
by an Affiliated Employer, or (b) if there is no such method, as if such benefit
accrued not more  rapidly  than the slowest  accrual  rate  permitted  under the
fractional accrual rate of Section 411(b)(1)(C) of the Code.

     11.3  Definitions.  For the  purpose  of  determining  whether  the Plan is
Top-Heavy, the following definitions shall be applicable:

          (a)  Determination and Valuation Dates. The term "Determination  Date"
               shall  mean,  in the case of any Plan  Year,  the last day of the
               preceding Plan Year. The value of an  individual's  Account shall
               be  determined  as of the  Valuation  Date and shall  include any
               contribution  actually made after such  Valuation  Date but on or
               before the  Determination  Date. The term "Valuation  Date" means
               the  most  recent   Revaluation  Date  defined  in  Section  2.26
               occurring  within  a  twelve  (12)  month  period  ending  on the
               Determination Date.

          (b)  Key Employee. An individual shall be considered a Key Employee if
               he or she is an  Employee  or  former  Employee  who at any  time
               during  the  current  Plan Year or any of the four (4)  preceding
               Plan Years:

               (1)  was an officer of the Employer  who has annual  compensation
                    in excess  of 50% of the  amount  in  effect  under  Section
                    415(b)(1)(A) of the Code; provided,  however that the number
                    of individuals  treated as Key Employees by reasons of being
                    officers  hereunder shall not exceed the lesser of 50 or 10%
                    of all Employees, or

               (2)  was  one  of the  ten  (10)  Employees  owning  the  largest
                    interests in the Employer with annual Compensation in excess
                    of  the  dollar  limit  on  Annual  Additions  to a  defined
                    contribution plan under Section 415 of the Code, or

               (3)  was a more than five percent (5%) owner of the Employer; or

               (4)  was a more than one percent (1%) owner of the Employer whose
                    annual compensation from the Employer in the applicable Plan
                    year exceeded $150,000.

     For purposes of  determining  who is a Key Employee,  ownership  shall mean
ownership  of the  outstanding  stock of the  Employer or of the total  combined
voting power of all stock of the Employer,  taking into account the constructive
ownership  rules of Section 318 of the Code,  as modified by Section 416 (i) (1)
of the Code.

     For  purposes of  paragraph  (1) but not for  purposes of (2), (3) and (4),
except for purposes of determining  compensation  under (4), the term "Employer"
shall  include any entity  aggregated  with an Employer  pursuant to Section 414
(b), (c) or (m) of the Code.

     For purposes of paragraph  (2), an Employee  (or former  Employee)  who has
some  ownership  interest  is  considered  to be one of the top ten (10)  owners
unless at least ten (10) other  Employees  (or former  Employees)  own a greater
interest than such Employee (or former  Employee);  provided that if an Employee
has the same ownership interest as another Employee, the Employee having greater
annual compensation from the Employer is considered to have the larger ownership
interest.

          (c)  Non-Key  Employee.  The term  "Non-Key  Employee"  shall mean any
               Employee who is a Participant and who is not a Key Employee.

          (d)  Beneficiary.  Whenever  the  term  "Key  Employee",  "former  Key
               Employee",  or "Non-Key Employee" is used herein, it includes the
               beneficiary or beneficiaries of such individual. If an individual
               is a Key Employee by reason of the foregoing  sentence as well as
               a Key Employee in his or her own right,  both the value of his or
               her  inherited  benefit  and the value of his or her own  account
               will be considered his or her account for purposes of determining
               whether the Plan is a Top-Heavy Plan.

          (e)  Compensation  and Compensation  Limitation.  For purposes of this
               Section 11, except as otherwise  specifically  provided, the term
               "Compensation" has the same meaning as in Subsection 10.1 (b).

          (f)  Required Aggregation Group. The term "Required Aggregation Group"
               shall  mean all  other  qualified  defined  benefit  and  defined
               contribution  plans maintained by the Employer and in which a Key
               Employee participates,  and each other plan of the Employer which
               enables any plan in which a Key Employee participates to meet the
               requirements of Sections 401(a) (4) or 410 of the Code.

          (g)  Permissive  Aggregation  Group. The term "Permissive  Aggregation
               Group" shall mean all other qualified defined benefit and defined
               contribution  plans  maintained  by the  Employer  that  meet the
               requirements  of  Sections  401(a)(4)  and 410 of the  Code  when
               considered with a Required Aggregation Group.

     11.4 Requirements Applicable if Plan is Top-Heavy. In the event the Plan is
determined to be Top-Heavy for any Plan Year, the following  requirements  shall
be applicable.

          (a)  Minimum Allocation

               (1)  In the case of a Non-Key  Employee who is covered under this
                    Plan but  does  not  participate  in any  qualified  defined
                    benefit  plan  maintained  by  the  Employer,   the  Minimum
                    Allocation of contributions  plus  forfeitures  allocated to
                    the  Account  of  each  such  Non-Key  Employee  who has not
                    separated  from  service  at the end of a Plan Year in which
                    the  Plan is  Top-Heavy  shall  equal  the  lesser  of three
                    percent  (3%) of  compensation  for  such  Plan  Year or the
                    largest percentage of compensation provided on behalf of any
                    Key  Employee  for such  Plan  Year  (including  any  Salary
                    Deferral  Contributions).  The Minimum  Allocation  provided
                    hereunder may not be suspended or forfeited  under  Sections
                    411(a)(3)(B)  or  411(a)(3)(D)  of  the  Code.  The  Minimum
                    Allocation  shall be made for a  Non-Key  Employee  for each
                    Plan Year in which the Plan is Top-Heavy,  regardless of the
                    Non-Key Employee's level of compensation,  even if he or she
                    has not  completed a Year of Service in such Plan Year or if
                    he or she has  declined  to  elect to make  Salary  Deferral
                    Contributions or After-Tax Contributions, provided, however,
                    in order to receive  such  Minimum  Allocation,  the Non-Key
                    Employee must not have Separated From Service before the end
                    of  the  Plan  Year  for  which  the  Plan  is  found  to be
                    Top-Heavy.

               (2)  A Non-Key  Employee who is covered under this Plan and under
                    a qualified  defined benefit plan maintained by the Employer
                    shall not be entitled to the Minimum  Allocation  under this
                    Plan but shall receive the minimum  benefit  provided  under
                    the terms of the qualified defined benefit plan.

          (b)  Top Heavy  Vesting  Schedule.  Unless the Plan's  vesting is more
               favorable,  Non-Key Employee whose employment is terminated after
               the completion of 2 or more Years of Service shall be entitled to
               receive his or her vested  interest in the value of the  Employer
               Contributions  credited  to  his  or her  account  determined  in
               accordance with the following schedule:

        Years of Service                                 Vested Percentage

              2                                                 20%

              3                                                 40%

              4                                                 60%

              5                                                 80%

              6                                                 100%



     The  vesting  schedule  under this  paragraph  (b) shall apply to a Non-Key
Employee's interest in the value of the Employer  Contributions  credited to his
or her Account  under the Plan before or while the Plan is a Top-Heavy  Plan.  A
Non-Key  Employee is at all times one hundred  percent (100%) vested in the full
value  of his or  her  Account  attributable  to  his  or  her  Salary  Deferral
Contributions and Employee Contributions to the Plan.

          (c)  Vesting  Percentage.  In the event that the Plan previously was a
               Top-Heavy  Plan but  subsequently  is not a Top-Heavy  Plan,  the
               vesting  schedule  under  paragraph  (b) shall be  changed to the
               vesting schedule provided under Section 4.4,  provided,  however,
               that any Non-Key  Employee  who has  completed at least 3 or more
               Years of Service  and who had at least one Hour of Service  while
               the Plan was a Top Heavy Plan, shall be entitled to elect, within
               a reasonable period,  which of the above two vesting schedules is
               applicable to his or her benefit.

          (d)  Limitations  on Annual  Additions and  Benefits.  For purposes of
               computing   the  defined   benefit  plan   fraction  and  defined
               contribution plan fraction as set forth in Sections  415(e)(2)(B)
               and 415(e)(3)(B) of the Code, the dollar  limitations on benefits
               and annual  additions  applicable  to a Limitation  Year shall be
               multiplied by 1.0 rather than by 1.25.

          (e)  Limitation  on  Compensation.  The annual  compensation  of a Key
               Employee  taken into account  under the Plan shall not exceed the
               limitation on compensation  as provided in Section  401(a)(17) of
               the Code,  as may be adjusted for increases in the cost of living
               pursuant to regulations issued under Section 415 of the Code.







                                   SECTION 12

                                 ADMINISTRATION

     12.1 Savings Plan Committee. This Plan shall be administered by the Savings
Plan Committee.  No member of the Committee shall receive any compensation  from
the  Trust  Fund for his or her  service  thereon.  The  Committee  shall be the
"Administrator"  of the Plan for  purposes of Section  3(16)(A) of ERISA and the
"Named Fiduciary" of the Plan pursuant to Section 402(a) of ERISA. The Committee
may delegate  various  duties and  responsibilities  to one or more employees or
agents as set forth herein.  In carrying out their  respective  responsibilities
under  the Plan,  the  Committee  and  other  Plan  fiduciaries  shall  have the
discretionary  authority  to  interpret  the terms of the Plan and to  determine
eligibility  for an entitlement to Plan benefits in accordance with the terms of
the  Plan.  Any   interpretation   or   determination   made  pursuant  to  such
discretionary  authority shall be given full force and effect,  unless it can be
shown that the interpretation or determination was arbitrary and capricious.

     12.2 Power and Duties of the Committee.

          (a)  The Committee shall have the following powers and duties:

               (i)  To  establish  and  enforce  such  rules,   regulations  and
                    procedures  as it shall  deem  necessary  or proper  for the
                    efficient administration of the Plan;

               (ii) To interpret the Plan,  its  interpretation  thereof in good
                    faith to be final and conclusive;

               (iii)To  decide  all  questions   concerning  the  Plan  and  the
                    eligibility of any Employee to participate in the Plan;

               (iv) To compute the amount of benefits  which shall be payable to
                    any  Participant,  in accordance  with the provisions of the
                    Plan,  and to  determine  the person or persons to whom such
                    benefits shall be paid; and

               (v)  To authorize the payment of benefits.

          (b)  In the exercise of all of its functions,  the Committee shall act
               in an impartial and nondiscriminatory manner.

          (c)  The  Committee  shall act by a majority  of its  members  and the
               action of a majority of the Committee  without a meeting which is
               duly recorded or otherwise appropriately  documented shall be the
               action of the Committee.

     12.3 Claims  Procedure.  The  Committee  shall provide  adequate  notice in
writing to any  Participant or to any Beneficiary  ("Claimant")  whose claim for
benefits  under the Plan the Committee has denied within 90 days after the claim
was received. The Committee's notice to the Claimant shall set forth:

          (a)  The specific reason for the denial;

          (b)  Specific  references  to pertinent  Plan  provisions on which the
               Committee based its denial;

          (c)  A description of any additional  material and information that is
               needed; and

          (d)  That  any  appeal  the  Claimant  wishes  to make of the  adverse
               determination  must be in writing to the  Committee  within sixty
               (60) days after  receipt of the  Committee's  notice of denial of
               benefits. The Committee's notice must further advise the Claimant
               that his or her failure to appeal the action to the  Committee in
               writing  within  the  sixty  (60)  day  period  will  render  the
               Committee's determination final, binding and conclusive.

     Such  notice  shall be  forwarded  to the  Claimant  within  90 days of the
Committee's  receipt  of  the  claim;   provided,   however,   that  in  special
circumstances  the  Committee  may  extend  the  response  period  for  up to an
additional  90 days,  in which event it shall  notify the Claimant in writing of
the extension, and shall specify the reason(s) for the extension.

     If the Claimant  should appeal to the  Committee,  he or she, or his or her
duly  authorized  representative,  may submit,  in writing,  whatever issues and
comments  he or  she or his or her  duly  authorized  representative  feels  are
pertinent.  The  Claimant,  or his or her duly  authorized  representative,  may
review pertinent Plan documents.  The Committee shall reexamine all facts to the
appeal and make a final  determination  as to whether  the denial of benefits is
justified  under the  circumstances.  The Committee shall advise the Claimant of
its  decision  within  sixty (60) days of the  Claimant's  written  request  for
review,  unless  special  circumstances  (such  as a  hearing)  would  make  the
rendering of a decision  within the sixty (60) day limit  unfeasible,  but in no
event shall the Committee render a decision  respecting a denial for a claim for
benefits later than one hundred twenty (120) days after its receipt of a request
for review.

     The  Committee's  notice of denial of benefits  shall identify the name and
address of the Committee to whom the Claimant may forward his or her appeal.

     12.4  Records  Management.  The  Committee  shall  designate  in  its  sole
discretion a firm or organization  to maintain the required  records and reports
of the Plan. The Company shall pay all expenses of such firm or organization.


                                   SECTION 13

                                      TRUST

     13.1 Trust Fund.

          (a)  A Trust Fund has been  established  into which  shall be paid the
               contributions  to the  Accounts  which  shall be held in separate
               subaccounts.  At  no  time  prior  to  the  satisfaction  of  all
               liabilities under this Plan with respect to Participants,  Former
               Participants,  and beneficiaries of Participants,  shall any part
               of the corpus or income of the Trust Fund be used for or diverted
               to any purpose other than for their exclusive benefit,  except as
               stated in Section 16. No person shall have any financial interest
               in or right to the  Trust  Fund or any part  thereof,  except  as
               expressly provided for in this Plan and a Participant's  interest
               may not be assigned or alienated by act of the  Participant or by
               operation of law, except as provided in Section 16.

          (b)  Each Participant or Former  Participant or other person who shall
               claim the right to any  payment  under the Plan shall be entitled
               to look only to the Trust Fund for such payment. No liability for
               the payment of benefits  under the Plan shall be imposed upon the
               Company, an Affiliate, the Committee, or the officers, directors,
               or stockholders of any such entity.

     13.2 Administrative  Expenses. The reasonable expenses of administering the
Plan,  as  determined  by the  Administrator,  shall be  payable  from the Trust
maintained  for the  Plan,  except  to the  extent  that  the  Employer,  in its
discretion, pays the expenses directly.



                                   SECTION 14

                            FIDUCIARY RESPONSIBILITY

     14.1 Conduct. Each fiduciary shall discharge his or her duties with respect
to the Plan and Trust  Agreement  solely in the  interest  of the  Participants,
Former Participants, and beneficiaries of Participants for the exclusive purpose
of  providing  benefits  to  Participants,   Former   Participants,   and  their
beneficiaries,  and defraying  reasonable expenses of administering the Plan and
Trust Fund with the care, skill,  prudence and diligence under the circumstances
then  prevailing  that a prudent man acting in a like capacity and familiar with
such matters would use in the conduct of an  enterprise of a like  character and
with like aims,  and in  accordance  with this Plan and any other  documents  or
instruments governing the Plan and Trust Fund. A fiduciary who complies with the
foregoing  standards  shall not be  liable  for any  loss,  action  or  omission
hereunder.

     14.2 Allocation and Delegation of  Responsibilities.  Plan  Fiduciaries may
allocate the  responsibilities,  obligations  and duties granted to them for the
operation and  administration  of the Plan and Trust Agreement among themselves.
Any Plan  Fiduciary  may  designate  other  individuals,  corporations  or other
entities,  who are not Plan  Fiduciaries,  to carry  out such  Plan  Fiduciary's
responsibilities,  obligations  and  duties  with  respect to the Plan and Trust
Agreement,  except  to the  extent  that  ERISA  prohibits  such  delegation  of
authority and  discretion.  Such  allocations  and delegations may be revoked or
modified  at any  time  and  any  such  allocation,  delegation,  revocation  or
modification shall be made by written  instruments signed by the Plan Fiduciary,
if an individual, or in the case of other entities who are Plan Fiduciaries,  in
accordance  with the  procedures  governing the functions of such entity,  and a
written record shall be kept thereof.

     14.3  Co-Fiduciary  Responsibility.  A Plan  Fiduciary  or any  individual,
corporation  or other entity  employed or appointed by a Plan Fiduciary to serve
in a fiduciary  capacity  with respect to the Plan or Trust Fund shall be solely
responsible  for  the  responsibilities,  obligations  or  duties  allocated  or
delegated to it, whether under this Plan and Trust  Agreement or under the terms
and   conditions  of  employment  or   appointment.   No  person  to  whom  such
responsibilities,  obligations  or duties have not been  allocated  or delegated
shall be responsible  with respect to any action  directed,  taken or omitted by
the Plan  Fiduciary or  individual,  corporation  or other  entity  serving in a
fiduciary  capacity to whom such  responsibilities,  obligations  or duties have
been  allocated  or delegated  unless he or she  participates  knowingly  in, or
knowingly undertakes to conceal, an act or omission of such other Plan Fiduciary
or individual,  corporation or entity,  knowing such act or omission is a breach
of fiduciary  responsibility  or, if he or she has knowledge of a breach,  he or
she fails to make  reasonable  efforts  under the  circumstances  to remedy  the
breach.

     14.4 Duties of Fiduciaries  With Respect to Investments.  The Trustee shall
have primary responsibility for investment of the assets of the Trust Fund which
it administers unless the Company shall either:

          (a)  Allocate  control  and  management  of all or any  portion of the
               Trust assets to an Investment Manager, or

          (b)  Notify the Trustee that the Committee shall direct the Trustee in
               the investment of all or any portion of the Trust Fund.

     If the Company  appoints an Investment  Manager  pursuant to the foregoing,
such  Investment  Manager shall be an investment  adviser  registered  under the
Investment  Advisers Act of 1940, a bank as defined in such Act, or an insurance
company which is qualified to manage the assets of employee  benefit plans under
the laws of more than one state.  An  Investment  Manager shall  acknowledge  in
writing its  appointment  as a Plan  Fiduciary  hereof,  and shall serve until a
proper  resignation  is  received  by the  Company,  or until it is  removed  or
replaced by the Company.

     The Company,  the Affiliates,  the Committee and the Trustee shall be under
no duty to  question  the  direction  or lack  of  direction  of any  Investment
Manager,  but shall act and shall be fully  protected in acting,  in  accordance
with each such  direction.  An  Investment  Manager  shall have sole  investment
responsibility  for that portion of the Trust assets which it has been appointed
to  manage,  and  no  other  Plan  Fiduciary  or  any  Trustee  shall  have  any
responsibility  for the  investment of any such assets,  the management of which
has been  delegated to an  Investment  Manager,  or liability for any loss to or
diminution  in value of such Trust assets  resulting  from any action  directed,
taken or omitted by an Investment Manager.

     If the Company  notifies  the Trustee  that the  Committee  will direct the
Trustee in the  investment of all or any portion of the Trust Fund,  the Trustee
shall be  subject  to  proper  directions  of the  Committee,  which are made in
accordance  with  the  terms  of the  Plan and  which  are not  contrary  to the
provisions of Title I of ERISA.  The Trustee shall be fully  protected in acting
in accordance with each such  direction.  No other Plan Fiduciary shall have any
responsibility  for the investment of any asset of the Trust Fund, the direction
of which is given to the  Committee,  or liability for any loss to or diminution
in value of such Trust Fund  resulting  from any action  taken or omitted by the
Trustee in accordance with such direction.


                                   SECTION 15

                       AMENDMENT, TERMINATION, AND MERGER

     15.1  Right to Amend or  Terminate  the Plan.  It is the  intention  of the
Company to continue this Plan indefinitely and to make such contributions as may
be  required  hereunder  regularly  each  year.  Nevertheless,  subject  to  the
provisions hereinafter set forth, the Board of Directors of the Company reserves
the right at any time or from time to time to amend,  alter or  discontinue  the
Plan in whole or in part. The Retirement Committee of the Company shall have the
right to alter or amend the Plan if such action is necessary or desirable and is
(1) required by law, agreed to through  collective  bargaining or is appropriate
to maintain the  tax-qualified  status of the Plan,  or (2) is estimated  not to
result  in a cost  increase  to the  Company  in  excess  of five  (5)  percent,
provided,  however,  that no amendment or alterations  shall be made which:

          (a)  shall   adversely   affect  any  right  or   obligations  of  any
               Participant with respect to any contributions made hereto;

          (b)  permits any funds paid to the  Trustee to revert to the  Company;
               or

          (c)  provides  for the use of the  assets  of the  Plan,  or any  part
               thereof  other than for the  exclusive  benefit of  Participants,
               former   Participants  or  their   Beneficiaries  or  paying  the
               reasonable expenses of administering the Plan.

          (d)  will deprive any  Participant,  Former  Participant or his or her
               beneficiary,   without  his  or  her  consent,   of  any  benefit
               theretofore accrued to him or her under the Plan.

          (e)  will, except as provided in Section 16, violate Section 15.1. Any
               amendment of the Plan may be made,  retroactively  if  necessary,
               which the Company deems  necessary or  appropriate to conform the
               Plan to, or to satisfy the conditions of, ERISA, the Code, or any
               other law, governmental regulations or rulings.

     15.2  Termination of the Plan. In the event of the complete  termination of
the Plan or upon complete  discontinuance  of contributions  under the Plan, the
interest of all  Participants  in their Account  Balances  under the Plan to the
date of termination of the Plan,  shall be fully vested and  nonforfeitable.  In
the event of the partial  termination of the Plan, the affected interests of the
affected Participants shall be fully vested and nonforfeitable.

     15.3  Merger,  Consolidation  or  Transfer.  In the  case  of a  merger  or
consolidation  of the Plan with,  or  transfer of assets or  liabilities  of the
Trust Fund to, any other plan or trust,  the terms of the merger,  consolidation
or transfer  shall be such that the benefits to which a Participant  is entitled
immediately  after the merger,  consolidation  or transfer  shall be equal to or
greater than the benefit to which the Participant is entitled  immediately prior
to the merger,  consolidation  or transfer.  For purposes of this  Section,  the
benefit to which a Participant is entitled shall be determined on the assumption
that the Plan had terminated on the day such determination is made.



                                   SECTION 16

                      NONALIENATION OF BENEFITS EXCEPT FOR

                       QUALIFIED DOMESTIC RELATIONS ORDERS

     Benefits  provided  under  the Plan may not be  assigned  or  alienated  or
otherwise  subject  in any  manner  to  anticipation,  sale,  transfer,  pledge,
garnishment,  encumbrance  or charge except in the case of a Qualified  Domestic
Relations  Order  as  defined  in this  Section  16.  The Plan  shall  establish
procedures to determine that the  requirements of Section 414(p) of the Code are
met with respect to Qualified  Domestic  Relations Orders.  For purposes of this
Section  16, a  Qualified  Domestic  Relations  Order  must  meet the  following
requirements of (a) and (b) set forth below.

          (a)  A Qualified  Domestic  Relations  Order consists of any judgment,
               decree,  or order  (including  approval of a property  settlement
               agreement)  which  relates  to the  provision  of child  support,
               alimony payments,  or marital property rights of a spouse, child,
               or  other  dependent  and is made  pursuant  to a State  domestic
               relations  law  (including  a community  property  law) and which
               creates or recognizes the existence of an alternate payee's right
               to, or assigns to an alternate payee the right to, receive all or
               a portion of the benefits  payable with respect to a  Participant
               under the Plan.

          (b)  A Qualified Domestic Relations Order must also meet the following
               conditions:

               (i)  Such Order must clearly  specify the name and the last known
                    mailing address (if any) of the Participant and the name and
                    mailing  address  of each  alternate  payee  covered  by the
                    Order.

               (ii) Such Order must clearly  specify the amount or percentage of
                    the  Participant's  benefits  to be paid by the Plan to each
                    such  alternative  payee, or the manner in which such amount
                    or percentage is to be determined.

               (iii)Such Order must  clearly  specify  the number of payments or
                    period to which such Order applies and the name of the Plan.

               (iv) Such Order shall not require the Plan to provide any type or
                    form of benefit, or any option, not otherwise provided under
                    the Plan.

               (v)  Such Order shall not  require the Plan to provide  increased
                    benefits (determined on the basis of actuarial value).

               (vi) Such Order  shall not  require the payment of benefits to an
                    alternate  payee  which are  required  to be paid to another
                    alternate payee under another Order previously determined to
                    be a Qualified Domestic Relations Order.

     This Section 16 shall be construed in accordance with Section 414(p) of the
Code and regulations issued thereunder.

     After an Order  has been  found  to meet  the  conditions  for a  Qualified
Domestic Relations Order, the Administrator of the Plan may make payments to the
alternate  payee who has been assigned a right to benefits  payable with respect
to a  Participant  under  the  Plan  as  soon as  administratively  feasible  in
accordance with the terms of the Qualified Domestic Relations Order.


                                   SECTION 17

                            MISCELLANEOUS PROVISIONS

     17.1 Plan Not a Contract of Employment.  Nothing in the Plan shall give any
Employee the right to be retained in the employ of the Company or any Affiliate;
all Employees  shall remain  subject to discharge,  discipline or lay-off to the
same extent as if the Plan had not been put into effect.

     17.2 Gender and Number. Wherever appropriate, the masculine pronoun as used
herein shall mean the feminine, and the singular, the plural.

     17.3 Governing Law. The Plan shall be governed in accordance  with the laws
of the State of New York except to the extent superseded by ERISA.

     17.4 Records and Reports.  The  Committee  or its designee  shall  exercise
appropriate  authority  to comply with ERISA  relating to records and reports to
Participants   and   appropriate   governmental   agencies,   including   annual
notification to Participants of their Account balances,  and annual registration
of the Plan.

     17.5  Wyeth  Common  Stock.  The  Trustee  shall vote  Wyeth  Common  Stock
represented  by the units it holds in the Wyeth Common Stock Fund in  accordance
with the  instructions  received from the Participant and if no instructions are
received such stock shall not be voted.

     17.6 Communications.  For all purposes under the Plan, any reference to the
written form shall also include any telephonic or electronic form as approved by
the Committee.



                                   SECTION 18
                         TREATMENT OF RETURNING VETERANS

     18.1 Applicability and Effective Date. Notwithstanding any other provisions
of the Plan, the rights of any Returning Veteran who resumes employment with the
Company on or after  December  12,  1994 shall be  modified as set forth in this
Section.

     18.2 Definitions. For purposes of this Section 18, the terms defined herein
shall have the following meanings:

               (a)  "Qualified  Military  Service"  means  any  service  (either
                    voluntary or  involuntary) by an individual in the Uniformed
                    Services if such  individual  is  entitled  to  reemployment
                    rights with the Company with respect to such service.

               (b)  "Returning Veteran" means a former Employee who, on or after
                    December 12, 1994,  returns from Qualified  Military Service
                    to  employment  with the  Company  within the period of time
                    during which his or her reemployment rights are protected by
                    law.

               (c)  "Uniformed  Services"  means  the  Armed  Forces,  the  Army
                    National  Guard and Air  National  Guard  (when  engaged  in
                    active  duty  for  training,   inactive  duty  training,  or
                    full-time  National Guard duty), the  commissioned  corps of
                    the Public Health Service, and any other category of persons
                    designated  by the President of the Untied States in time of
                    war or emergency.

     18.3 Eligibility to Participate. For purposes of Section 3 of the Plan:

               (a)  A  Returning   Veteran  who  was  an  Employee  eligible  to
                    participate  in the  Plan  immediately  prior  to his or her
                    Qualified  Military Service shall be deemed to have remained
                    an  eligible  Employee   throughout  his  or  her  Qualified
                    Military Service.

               (b)  A Returning  Veteran who would have become a Participant  in
                    the Plan during the period of his or her Qualified  Military
                    Service but for the resulting absence from employment, shall
                    be deemed to have become a  Participant  as of the date when
                    he or she would have become a  Participant  if he or she had
                    not entered into Qualified Military Service.

     18.4 No Break in Service.  A Returning  Veteran shall be deemed not to have
incurred  any break in  service  on  account  of his or her  Qualified  Military
Service.

     18.5 Vesting  Credit.  A Returning  Veteran's  Years of Service for vesting
purposes shall be determined  under Section 4.4, except that with respect to any
period of Qualified Military Service, he or she shall be credited with the Hours
of Service with which he or she would have been  credited had he or she remained
an Employee during such period.

     18.6   Restoration   of  Salary   Deferral   Contributions   and  After-Tax
Contributions.

          (a)  Each Returning Veteran who, during his or her period of Qualified
               Military Service would have been eligible to make Salary Deferral
               Contributions and After-Tax Contributions,  shall be permitted to
               contribute  an amount  equal to the  amount  of  Salary  Deferral
               Contributions and After-Tax Contributions that the Employee could
               have made during such absence  from  employment.  Such  "make-up"
               contributions  shall be made  during the period  that begins with
               the Employee's reemployment by the Employer and ends with:

                    (i)  the expiration of a period of five years, or

                    (ii) if shorter, a period equal to three times the period of
                         Qualified Military Service.

          (b)  Any make-up  contributions  described  in  Subsection  (a) hereof
               shall be made in addition to those Salary Deferral  Contributions
               After-Tax  Contributions  that the  Participant may elect to make
               after his or her reemployment pursuant to Section 4.1.

     18.7 Determination of Covered Compensation. For purposes of determining the
amount of any make-up  contributions under this Section 18, and for applying the
limits of Section 10, a Participant's  Covered Compensation during any period of
Qualified Military Service shall be deemed to equal either:

          (a)  the Covered  Compensation the Participant would have received but
               for such Qualified Military Service,  based on the rate of pay he
               or she would have received from the Company; or

          (b)  if the amount  described in (a) above is not reasonably  certain,
               the   Participant's   average   Covered   Compensation   from   a
               participating  Company  during the  12-month  period  immediately
               preceding the  Qualified  Military  Service (or, if shorter,  the
               period of employment immediately preceding the Qualified Military
               Service).  Such amount  shall be adjusted as necessary to reflect
               the length of the Participant's Qualified Military Service.

     18.8  Restoration  of  Matching  Contributions.   If  a  Returning  Veteran
contributes  "make-up"  Salary Deferral  Contributions  After-Tax  Contributions
pursuant to Section 18.6, the Company shall  contribute on his or her behalf the
related  Matching  Contributions  that it would have made under Sections 4.5 and
4.6 if such Salary Deferral Contributions  After-Tax Contributions had been made
in the year to which they relate. Such Matching  Contributions shall not include
the  earnings  that would have  accrued on such amount or any  forfeitures  that
would have been allocated to the Returning  Veteran's  Account during the period
of Qualified Military Service.

     18.9 Application of Certain Limitations.

          (a)  For  purposes of applying  the  limitations  of Sections  4.9 and
               4.10,  any make-up  contributions  described in Section 18.6, and
               any related  Matching  Contributions  described in Section  18.8,
               shall be treated as contributions for the Plan Year to which they
               relate,  rather  than the Plan Year in which  they were  actually
               made.

          (b)  For purposes of applying the limitations of Section 4.2, any such
               make-up  contributions  shall be treated as contributions for the
               calendar year to which they relate, rather than the calendar year
               in which they are actually made.

          (c)  For  purposes  of  applying  the   limitations  of  applying  the
               limitations  of Sections 4.9 and 4.10 and Section 11, any make-up
               contributions  described  in Section  18.6 and  related  Matching
               Contributions  described  in Section  18.8 shall be  disregarded,
               both for the Plan Year to which the contributions relate, and for
               the Plan Year in which they are actually made.

     18.10  Suspension of Loan  Repayments.  Notwithstanding  any  provisions of
Article 9 to the contrary,  if a  Participant  receives a loan from the Plan and
enters into Qualified  Military  Service during the term of the loan, a decrease
in  Compensation  or  failure  to make  required  loan  repayments  during  such
Qualified Military Service shall not result in a default under Section 9.1(l).

     18.11   Administrative   Rules  and   Procedures.   The  Committee  or  the
Administrator shall establish such rules and procedures as it deems necessary or
desirable to implement the  provisions  of this Article,  provided that they are
not in violation of the Uniformed  Services  Employment and Reemployment  Rights
Act of 1994, any regulations thereunder, or any other applicable law.



<PAGE>


                                   SCHEDULE A

                                Investment Funds

1. Company Stock Fund

2. MSIFT Value Fund

3. Interest Income Fund

4. Fidelity U.S. Equity Index Portfolio

5. Fidelity Megellan Fund

6. Fidelity Low Price Stock Fund

7. Fidelity Balanced Fund

8. Fidelity International Growth and Income Fund



<PAGE>




                       AMERICAN HOME PRODUCTS CORPORATION
                            SAVINGS PLAN (the "Plan")

                                   APPENDIX I
                  VESTING FOR PARTICIPANTS WHO ARE TRANSFERRED
                          TO BAUSCH & LOMB INCORPORATED

     American Home Products  Corporation ("AHPC") and Bausch & Lomb Incorporated
("B&L")  entered  into an  agreement  (the  "Purchase  Agreement"),  whereby B&L
purchased,  as of December 31, 1997 (the "Closing Date"),  substantially  all of
the issued and outstanding shares and certain assets of Storz Instrument Company
and  Storz  Ophthalmics,  Inc.  ("Storz"),  wholly-owned  subsidiaries  of AHPC.
Pursuant  to Section  9.4.3 of the  Purchase  Agreement,  the Plan is amended to
provide that,  notwithstanding the provisions of Section 4.4 of the Plan, a Plan
Participant,  as of the Closing Date, whose employment is transferred to B&L, as
of the Closing Date, shall be fully vested in his or her benefit attributable to
his or her  Matching  Account  accrued as of the  Closing  Date,  regardless  of
whether he or she has less than five years of Continuous Service.


<PAGE>




               APPENDIX II- ROLLOVERS OF DISTRIBUTIONS TO THE PLAN

                 FROM THE SOLVAY AMERICA COMPANIES' SAVINGS PLAN


     American  Home  Products  Corporation  ("AHPC")  entered  into  a  purchase
agreement  with Solvay  America  ("Purchase  Agreement")  whereby AHPC purchased
certain assets of the Solvay Animal Health Division (the "Business") and certain
employees of the  Business  became  employees  of AHPC  pursuant to the Purchase
Agreement (the "Transferred Employees").  As part of the Purchase Agreement, the
Plan is  hereby  amended  to permit  Transferred  Employees  to roll over  their
account balances in the Solvay America Companies' Savings Plan (including loans)
into the Plan.  However,  such rollovers shall only be permitted during a period
commencing  on the closing  date for the  acquisition  of Solvay  Animal  Health
Division (the "Closing Date") and ending ninety (90) calendar days thereafter.


<PAGE>


                  APPENDIX III - GENETICS INSTITUTE ACQUISITION


         Effective July 1, 1997, the Genetics Institute (401(k)) Savings and
Investment Plan ("Genetics Institute Savings Plan") was merged into the American
Home Products Corporation Savings Plan ("AHPC Savings Plan"). The following
special provisions will apply under the AHPC Plan to Participants of the
Genetics Institute Savings Plan.

          1.   Transfer of Assets

               The account  balances of Participants  in the Genetics  Institute
               Savings Plan shall be  transferred to the AHPC Savings Plan as of
               July 1, 1997 into  investment  funds under the AHPC  Savings Plan
               which most closely  correspond to the investment  funds under the
               Genetics  Institute  Savings Plan in which such account  balances
               are invested on that date.  After the transfer,  Participants  in
               the Genetics  Institute  Savings Plan may  thereafter  elect,  in
               accordance  with the  provisions of Section 6.5 of the AHPC Plan,
               to transfer these amounts into any other investment funds offered
               in the AHPC Savings Plan.

          2.   Participation

               Participants  in the Genetics  Institute  Savings Plan as of June
               30, 1997, who are actively employed with Genetics Institute shall
               become Participants in the AHPC Savings Plan as of such date.

          3.   Vesting

               Participants  of the  Genetics  Institute  Savings  Plan  who are
               actively employed by Genetics  Institute or any of its affiliates
               on June 30,  1997,  shall be 100%  vested in all amounts in their
               accounts in the Genetics  Institute  Savings Plan as of such date
               (including  any Company  Matching  Contributions  and earnings on
               those   contributions)   regardless   of   the   amount   of  the
               Participant's  service.  Participants  of the Genetics  Institute
               Savings Plan on June 30, 1997 who were not actively employed with
               Genetics Institute or any of its affiliates as of that date shall
               be vested in these accounts in accordance  with the provisions of
               the Genetics Institute Savings Plan.

               With  respect to  contributions  made to the AHPC Plan after June
               30, 1997, former  Participants of the Genetics  Institute Savings
               Plan  who had  three  or more  years  of  service  with  Genetics
               Institute  as of that date will be vested  under  either the AHPC
               Savings Plan vesting schedule or the Genetics  Institute  Savings
               Plan,  based upon  whichever  provides the greater vested amount.
               Participants  of the Genetics  Institute  Savings Plan on July 1,
               1997 who had less than 3 years of  service  will be vested to the
               same  extent as they were  vested  under the  Genetics  Institute
               Savings Plan on such date and future Company  contributions shall
               be vested in accordance with the vesting provisions of the Plan.

          4.   Distributions Upon Employment Termination

               Amounts  that have been  contributed  to the  Genetics  Institute
               Savings Plan and which have been  transferred to the AHPC Savings
               Plan, as well as amounts contributed after July 1, 1997, shall be
               distributed in accordance with the provisions of Section 7 of the
               AHPC Savings Plan.

          5.   In-Service Withdrawals

               As of July 1,  1997,  the  provisions  of the AHPC  Savings  Plan
               regarding  in service  withdrawals,  as set forth in Section 8 of
               the AHPC Savings Plan, shall apply to the amounts  transferred to
               the AHPC Savings Plan from the Genetics Institute Savings Plan.

          6.   Loans

               After  July 1,  1997,  the  provisions  of  Section 9 of the AHPC
               Savings  Plan shall apply with  respect to loans to  Participants
               whether or not the loan is made from amounts  contributed  to the
               Genetics Institute Savings Plan or the AHPC Savings Plan.


<PAGE>



                       AMERICAN HOME PRODUCTS CORPORATION
                            SAVINGS PLAN (the "Plan")

                                   APPENDIX IV
                  VESTING FOR PARTICIPANTS WHO ARE TRANSFERRED
                        TO TYCO INTERNATIONAL (US), INC.


     American Home Products  Corporation  ("AHPC"),  American  Cyanamid  Company
("Cyanamid"),  and AHPC Subsidiary Holding Corporation ("AHPC Sub") entered into
an agreement (the  "Purchase  Agreement")  with Tyco  International  (US),  Inc.
("Tyco"),  dated as of October 20, 1997, whereby Tyco purchased,  as of February
27, 1998 (the "Closing Date"),  substantially  all of the issued and outstanding
shares and certain of the assets of Sherwood  Medical  Company,  a  wholly-owned
subsidiary of AHPC.  Pursuant to Section 9.4(c) of the Purchase  Agreement,  the
Plan is amended to provide that,  notwithstanding  the provisions of Section 4.4
of the Plan, a Plan  Participant,  as of the Closing Date,  whose  employment is
transferred to Tyco as of the Closing Date,  shall be fully vested in his or her
benefit  attributable  to his or her Matching  Account accrued as of the Closing
Date,  regardless  of whether  he or she has less than five years of  Continuous
Service.




<PAGE>




                       AMERICAN HOME PRODUCTS CORPORATION
                            SAVINGS PLAN (the "Plan")

                        APPENDIX V - APOLLON ACQUISITION



     Employees of Apollon, Inc. ("Apollon"), on April 14, 1998, who are employed
by American Home Products Corporation or one of its subsidiaries as of April 15,
1998  ("Transferred  Employees")  will become eligible for  participation in the
Plan,  effective as of April 15, 1998,  after  satisfying  the  requirements  of
Section 3.1 of the Plan.

     For purposes of the eligibility  requirements under Section 3.1 of the Plan
and for  purposes of the  vesting  requirements  under  Section 4.4 of the Plan,
service of Transferred Employees under the Plan shall include their service with
Apollon prior to April 15, 1998,  provided  however,  that such service shall be
credited  in  accordance  with  the  provisions  and  rules  of the Plan for the
crediting of such service.


<PAGE>





                       AMERICAN HOME PRODUCTS CORPORATION
                            SAVINGS PLAN (the "Plan")

                                   APPENDIX VI
                  VESTING FOR PARTICIPANTS WHO ARE TRANSFERRED
                           TO QIC HOLDING CORPORATION


     American  Home  Products  Corporation  ("AHPC")  and A.H.  Robins  Company,
Incorporated  entered  into an agreement  (the  "Purchase  Agreement")  with QIC
Holding Corporation ("QIC"), dated as of May 28, 1998, whereby QIC purchased, as
of June 5,  1998 (the  "Closing  Date"),  substantially  all of the  issued  and
outstanding  shares and certain of the assets of Quinton  Instrument  Company, a
wholly-owned  subsidiary  of AHPC.  Pursuant to Section  9.4(c) of the  Purchase
Agreement,  the Plan is amended to provide that,  notwithstanding the provisions
of Section 4.4 of the Plan, a Plan  Participant,  as of the Closing Date,  whose
employment is transferred  to QIC as of the Closing Date,  shall be fully vested
in his or her benefit  attributable to his or her Matching Account accrued as of
the Closing  Date,  regardless  of whether he or she has less than five years of
Continuous Service.


<PAGE>


                       AMERICAN HOME PRODUCTS CORPORATION
                            SAVINGS PLAN (the "PLAN")

                        APPENDIX VII - SOLGAR ACQUISITION

                      Employees of Solgar Vitamins and Herb
                      Company and Solgar Laboratories, Inc.
                               ("Solgar Company")

         Effective July 30, 1998, the following special provisions shall apply
under the American Home Products Corporation Savings Plan - United States (the
"Plan"), notwithstanding any other provision of the Plan to the contrary, to
employees of Solgar Vitamins and Herb Company and Solgar Laboratories, Inc. (the
"Solgar Company"), who became employees of the American Home Products
Corporation ("AHPC") on July 30, 1998, as a result of the purchase of assets of
the Solgar Company by AHPC (the "Transferred Employees").

         Transferred Employees will become eligible for participation in the
Plan, effective as of July 30, 1998, after satisfying the requirements of
Section 3.1 of the Plan.

         For purposes of the eligibility requirements under Section 3.1 of the
Plan and the vesting requirements under Section 4.4 of the Plan, service of
Transferred Employees under the Plan shall include their service with the Solgar
Company prior to July 30, 1998, provided however, that such service shall be
credited in accordance with the provisions and rules of the Plan for the
crediting of such service.


<PAGE>



                       AMERICAN HOME PRODUCTS CORPORATION
                        SAVINGS PLAN (the "Savings Plan")

                                  APPENDIX VIII

                     VESTING FOR PARTICIPANTS TRANSFERRED TO
                             SINALUNGA HOLDING B.V.

           American Home Products Corporation - Sinalunga Holding B.V.
                     Agreement to Sell the Eurand Companies


     American Home Products  Corporation ("AHPC") entered into an agreement (the
"Purchase  Agreement")  with  Sinalunga  Holding  B.V.  ("Sinalunga"),  a  Dutch
corporation,  dated March 19, 1999, to purchase  substantially all of the issued
and outstanding  shares of the Eurand  Companies,  a wholly-owned  subsidiary of
AHPC (the  "Purchase  Agreement"),  as of April 1, 1999  (the  "Closing  Date").
Pursuant to Section 7.2(c) of the Purchase Agreement, the Savings Plan is hereby
amended to provide that,  notwithstanding  the  provisions of Section 4.4 of the
Savings Plan, a Plan Participant as of the Closing Date, who becomes an employee
of the Eurand  Companies,  Sinalunga or their affiliates as of the Closing Date,
shall be fully  vested in the  portion  of his or her  Account  attributable  to
Company Matching  Contributions as of the Closing Date, regardless of whether he
or she has less than five years of Continuous Service.


<PAGE>




                       AMERICAN HOME PRODUCTS CORPORATION
                            SAVINGS PLAN (the "Plan")

                      APPENDIX IX - GLAXO FACILITY PURCHASE



     American Home Products  Corporation (the "Company") acquired  substantially
all of the assets of a facility  located at 40 Technology  Way, West  Greenwich,
Rhode   Island,   pursuant  to  a  purchase   agreement   with  Glaxo   Wellcome
Biopharmaceuticals,  Inc., a Delaware corporation and wholly-owned subsidiary of
Glaxo Wellcome, Inc. ("Glaxo"), dated August 23, 1999.

     Employees of Glaxo,  on September  24, 1999 (the "Closing  Date"),  who are
offered and accept  employment with the Company or one of its subsidiaries as of
the  Closing  Date in the United  States  (the  "Glaxo  Employees")  will become
eligible for participation in the Plan,  effective as of the Closing Date, after
satisfying the eligibility requirements of Section 3.1 of the Plan.

     For purposes of the eligibility  requirements under Section 3.1 of the Plan
and for  purposes of the  vesting  requirements  under  Section 4.4 of the Plan,
service of Glaxo Employees under the Plan shall include their service with Glaxo
prior to the Closing Date, provided however, that such service shall be credited
pursuant to the provisions and rules of the Plan for the crediting of service.


<PAGE>





                       AMERICAN HOME PRODUCTS CORPORATION
                SAVINGS PLAN - UNITED STATES (the "Savings Plan")

                  VESTING FOR PARTICIPANTS AFFECTED BY THE SALE
                           TO BASF AKTIENGESELLSCHAFT

                                   APPENDIX X

     American Home Products  Corporation  (the "Company") and American  Cyanamid
Company ("Cyanamid") a wholly-owned  subsidiary of the Company,  entered into an
agreement with BASF  Aktiengesellschaft,  a corporation organized under the laws
of Germany  ("BASF"),  dated as of March 20,  2000 (the  "Purchase  Agreement"),
whereby the  Company  sold to BASF the crop  protection  business  conducted  by
Cyanamid. Pursuant to Section 9.4(c) of the Purchase Agreement, the Savings Plan
is hereby amended to provide that, notwithstanding the provisions of Section 4.4
of the Savings Plan, all Plan  Participants who are "U.S.  Employees" as defined
in the Purchase Agreement (or whose employment is otherwise  transferred to BASF
in connection with the  transactions  contemplated  by the Purchase  Agreement),
shall be fully vested in his or her benefit  attributable to his or her Matching
Account as of June 30, 2000 (the  "Closing  Date"),  regardless of whether he or
she has  less  than  five  years  of  Continuous  Service.  Notwithstanding  the
foregoing, Participants who are on disability, leave of absence, or lay off with
recall  rights on the Closing  Date shall  become  fully  vested in the benefits
attributable to his or her Matching  Account as of the time he or she returns to
work and is  transferred  to  employment  with  BASF,  provided  such  return to
employment occurs within 180 days after the Closing Date. Assets of Participants
in the Savings Plan who become  employed by BASF as of the Closing Date shall be
transferred  to the  defined  contribution  plan of BASF as soon as  practicable
after the Closing Date.


<PAGE>




                       AMERICAN HOME PRODUCTS CORPORATION
                          SAVINGS PLAN - UNITED STATES

                 VESTING FOR PARTICIPANTS WHO ARE TRANSFERRED TO
                               R.P. SCHERER, INC.

                                   APPENDIX XI


     American Home Products  Corporation  (the "Company")  entered into an asset
purchase  agreement,  dated December 22, 2000 (the "Purchase  Agreement"),  with
R.P.  Scherer  Corporation  ("Scherer")  pursuant to which the Company agreed to
sell  and  Scherer  agreed  to buy  certain  assets  relating  to the  Company's
vegetable-based  capsule  business.  Pursuant  to  the  terms  of  the  Purchase
Agreement,  the American Home Products  Corporation Savings Plan - United States
(the "Plan") is hereby amended to provide that,  notwithstanding  the provisions
of  Section  4.4 of the Plan,  a  Participant  in the Plan whose  employment  is
transferred  to Scherer in connection  with the foregoing  transaction  shall be
fully vested in his or her benefit  attributable to his or her matching  account
accrued as of the date of the transfer of  employment,  regardless of whether he
or she has less than five years of Continuous Service (as defined in the Savings
Plan) on that date.


<PAGE>


               AMERICAN HOME PRODUCTS SAVINGS PLAN - UNITED STATES
                                EGTRRA AMENDMENTS

                                  APPENDIX XII


     SECTION 1. LIMITATIONS ON CONTRIBUTIONS

     1.   Effective date.  This Section shall be effective for Limitation  Years
          beginning after December 31, 2001.

     2.   Maximum Annual Addition.  Except to the extent permitted under Section
          7 of this amendment and Section 414(v) of the Code, if applicable, the
          Annual   Addition   that  may  be   contributed   or  allocated  to  a
          Participant's  Account under Section 10 of the Plan for any Limitation
          Year shall not exceed the lesser of:

          (a)  $40,000,  as adjusted for increases in the  cost-of-living  under
               Section 415(d) of the Code, or

          (b)  100 percent of the Participant's Compensation, within the meaning
               of Section 415(c)(3) of the Code, for the Limitation Year.

     The  Compensation  limit  referred  to  in  (b)  shall  not  apply  to  any
     contribution for medical benefits after separation from service (within the
     meaning  of  Section  401(h) or Section  419A(f)(2)  of the Code)  which is
     otherwise treated as an Annual Addition.


                    SECTION 2. INCREASE IN COMPENSATION LIMIT

     The  annual   Compensation  of  each  Participant  taken  into  account  in
     determining  allocations  for any Plan Year  beginning  after  December 31,
     2001, shall not exceed $200,000,  as adjusted for cost-of-living  increases
     in accordance with Section  401(a)(17)(B) of the Code. Annual  Compensation
     means Compensation during the Plan Year or such other consecutive  12-month
     period over which Compensation is otherwise  determined under the Plan (the
     "determination  period").  The  cost-of-living  adjustment  in effect for a
     calendar year applies to annual  Compensation for the determination  period
     that begins with or within such calendar year.



<PAGE>



                   SECTION 3. MODIFICATION OF TOP-HEAVY RULES

          1.   Effective   date.  This  Section  shall  apply  for  purposes  of
               determining  whether the Plan is a top-heavy  Plan under  Section
               416(g) of the Code for Plan Years  beginning  after  December 31,
               2001,  and  whether  the  Plan  satisfies  the  minimum  benefits
               requirements  of Section 416(c) of the Code for such years.  This
               Section amends Section 11 of the Plan.

          2.   Determination of top-heavy status.

          2.1  Key Employee.  Key Employee means any Employee or former Employee
               (including any deceased employee) who at any time during the Plan
               Year that includes the  Determination  Date was an officer of the
               Employer  having  annual  compensation  greater than $130,000 (as
               adjusted  under  Section  416(i)(1)  of the Code  for Plan  Years
               beginning  after  December 31,  2002),  a 5-percent  owner of the
               employer,  or a 1-percent  owner of the  Employer  having  annual
               compensation  of more than  $150,000.  For this  purpose,  annual
               compensation  means  compensation  within the  meaning of Section
               415(c)(3) of the Code. The determination of who is a Key Employee
               will be made in accordance with Section 416(i)(1) of the Code and
               the  applicable   regulations   and  other  guidance  of  general
               applicability issued thereunder.

          2.2  Determination  of present  values and  amounts.  This Section 2.2
               shall apply for  purposes of  determining  the amounts of account
               balances of Employees as of the Determination Date.

          2.2.1Distributions  during year ending on the Determination  Date. The
               amounts  of  account   balances   of  an   Employee   as  of  the
               Determination  Date shall be increased by the distributions  made
               with  respect  to the  Employee  under  the  Plan  and  any  plan
               aggregated  with the Plan  under  Section  416(g)(2)  of the Code
               during the 1-year period ending on the  Determination  Date.  The
               preceding  sentence  shall  also apply to  distributions  under a
               terminated  plan which,  had it not been  terminated,  would have
               been  aggregated with the Plan under Section  416(g)(2)(A)(i)  of
               the Code. In the case of a  distribution  made for a reason other
               than  separation  from  service,   death,  or  disability,   this
               provision  shall be applied by  substituting  "5-year period" for
               "1-year period."

          2.2.2Employees  not  performing  services  during  year  ending on the
               Determination  Date.  The Accounts of any  individual who has not
               performed  services  for the  Employer  during the 1-year  period
               ending on the Determination Date shall not be taken into account.

          3.   Minimum benefits.

     Matching Contributions.  Matching Contributions shall be taken into account
     for purposes of satisfying the minimum contribution requirements of Section
     416(c)(2) of the Code and the Plan. The preceding sentence shall apply with
     respect to Matching  Contributions under the Plan.  Matching  Contributions
     that are used to satisfy the  minimum  contribution  requirements  shall be
     treated as Matching  Contributions for purposes of the actual  contribution
     percentage test and other requirements of Section 401(m) of the Code.


                SECTION 4. DIRECT ROLLOVERS OF PLAN DISTRIBUTIONS

          1.   Effective  date. This Section shall apply to  distributions  made
               after December 31, 2001.

          2.   Modification of definition of Eligible  Rollover  Distribution to
               exclude hardship withdrawals. For purposes of the direct rollover
               provisions  in  Section  7.14 of the  Plan,  any  amount  that is
               distributed  on  account  of  hardship  shall not be an  Eligible
               Rollover  Distribution  and the Distributee may not elect to have
               any portion of such a  distribution  paid directly to an Eligible
               Retirement Plan.

          3.   Modification of definition of Eligible  Rollover  Distribution to
               include  after-tax  contributions.  For  purposes  of the  direct
               rollover  provisions  in Section 7.14 of the Plan, a portion of a
               distribution   shall  not  fail  to  be  an   Eligible   Rollover
               Distribution  merely  because the portion  consists of  after-tax
               contributions which are not includible in gross income.  However,
               such portion may be transferred only to an individual  retirement
               account or  annuity  described  in  Section  408(a) or (b) of the
               Code, or to a qualified  defined  contribution  plan described in
               Section  401(a) or 403(a) of the Code that  agrees to  separately
               account  for  amounts  so   transferred,   including   separately
               accounting  for  the  portion  of  such  distribution   which  is
               includible  in gross income and the portion of such  distribution
               which is not so includible.

          4.   Modification  of  definition  of Eligible  Retirement  Plan.  For
               purposes of the direct rollover provisions in Section 7.13 of the
               Plan,  an  Eligible  Retirement  Plan  shall also mean an annuity
               contract  described in section 403(b) of the Code and an eligible
               plan under  section  457(b) of the Code which is  maintained by a
               state,  political  subdivision  of a state  and  which  agrees to
               separately  account for amounts  transferred  into such plan from
               this plan. The definition of Eligible  Retirement Plan shall also
               apply in the case of a distribution to a surviving  spouse, or to
               a spouse or former  spouse  who is the  alternate  payee  under a
               qualified  domestic  relation order, as defined in section 414(p)
               of the Code.

     The Plan will  accept  Participant  Rollover  Contributions  and/or  direct
     rollovers of Eligible Rollover  Distributions made after December 31, 2001,
     from a qualified Plan described in Section 401(a) or 403(a) of the Code.


                     SECTION 5. REPEAL OF MULTIPLE USE TEST

     The multiple use test described in Treasury  Regulation  Section 1.401(m)-2
     and Section 4.10 of the Plan shall not apply for Plan Years beginning after
     December 31, 2001.


             SECTION 6. ELECTIVE DEFERRALS - CONTRIBUTION LIMITATION

     No  Participant  shall be permitted to have Salary  Deferral  Contributions
     made  under  this  Plan,  or any other  qualified  plan  maintained  by the
     Employer  during  any  taxable  year,  in excess of the  dollar  limitation
     contained in Section  402(g) of the Code in effect for such  taxable  year,
     except  to the  extent  permitted  under  Section 7 of this  amendment  and
     Section 414(v) of the Code, if applicable.

                        SECTION 7. CATCH-UP CONTRIBUTIONS

     All Employees who are eligible to make Salary Deferral  Contributions under
     this Plan and who have  attained  age 50 before  the close of the Plan Year
     shall be eligible to make catch-up  contributions  in accordance  with, and
     subject to the  limitations  of, Section 414(v) of the Code.  Such catch-up
     contributions  shall  not  be  taken  into  account  for  purposes  of  the
     provisions of the Plan  implementing  the required  limitations of Sections
     402(g)  and 415 of the Code.  The Plan  shall not be  treated as failing to
     satisfy  the  provisions  of the  Plan  implementing  the  requirements  of
     Sections 401(k)(3), 401(k)(11),  401(k)(12), 410(b), or 416 of the Code, as
     applicable, by reason of the making of such catch-up contributions.

     This Section 7 shall apply to contributions made after December 31, 2001.


          SECTION 8. SUSPENSION PERIOD FOLLOWING HARDSHIP DISTRIBUTION

     A Participant who receives a distribution of Salary Deferral  Contributions
     after  December 31, 2001, on account of hardship  shall be prohibited  from
     making Salary Deferral Contributions and After-Tax Contributions under this
     Plan and all other plans of the Employer for 6 months after  receipt of the
     distribution.


             SECTION 9. DISTRIBUTION UPON SEVERANCE FROM EMPLOYMENT

          1.   Effective date. This Section 9 shall apply for  distributions and
               severances  from  employment  occurring after the dates set forth
               below.

          2.   New   distributable   event.  A  Participant's   Salary  Deferral
               Contributions,  Matching Contributions, and earnings attributable
               to these  contributions  shall be  distributed  on account of the
               Participant's   severance  from  employment.   However,   such  a
               distribution  shall be  subject to other  provisions  of the Plan
               regarding  distributions,  other than  provisions  that require a
               separation from service before such amounts may be distributed.

     This Section shall apply for distributions after severances from employment
     occurring after December 31, 2001.



<PAGE>


                       AMERICAN HOME PRODUCTS CORPORATION
                            SAVINGS PLAN (the "Plan")

                 VESTING FOR PARTICIPANTS WHO ARE TRANSFERRED TO
                               IMMUNEX CORPORATION

                                  APPENDIX XIII

     American Home Products Corporation  ("AHPC"), a Delaware  corporation,  and
     AHPC Subsidiary Holding Corporation, a Delaware corporation, (together with
     AHPC  the  "Sellers")  entered  into  a  purchase  agreement  with  Immunex
     Corporation  ("Immunex"),  a Washington corporation,  (the "Buyer"),  dated
     November 6, 2001 (the "Purchase Agreement"), for the purchase as of January
     3, 2002 (the "Closing  Date") by Immunex of one thousand  (1,000) shares of
     Greenwich  Holdings  Inc.  ("Greenwich"),  a  Delaware  corporation,  which
     constitutes  all of the issued and  outstanding  shares of capital stock of
     Greenwich.

     Pursuant to Section  8.1(b) of the  Purchase  Agreement,  Buyers  agreed to
     amend the Plan to  provide  that  Participants  in the Plan who have  their
     employment  transferred  to Immunex on the Closing Date,  the  "Transferred
     Employees", as defined in the Purchase Agreement), shall be fully vested in
     their  benefit  attributable  to their  Matching  Account as of the Closing
     Date,  regardless  of the  number  of years of  Continuous  Service  of the
     Transferred Employees on that date.


<PAGE>


                                      WYETH
                SAVINGS PLAN - UNITED STATES (the "Savings Plan")

                  VESTING FOR PARTICIPANTS WHO ARE TRANSFERRED
                        TO BAXTER HEALTHCARE CORPORATION

                                  APPENDIX XIV

     Wyeth, a Delaware  corporation and Wyeth  Pharmaceuticals  Inc., a New York
     corporation and wholly-owned  subsidiary of Wyeth (together with Wyeth, the
     "Sellers"), entered into an agreement with Baxter Healthcare Corporation, a
     Delaware  corporation  ("Buyer"),  dated as of June 8, 2002 (the  "Purchase
     Agreement"),  whereby  Sellers  agreed to sell certain  assets to Buyer and
     Buyer agreed to assume certain  liabilities in each case related  primarily
     to the  "Business"  (as  defined in the  Purchase  Agreement).  Pursuant to
     Section  9.2(c)  of the  Purchase  Agreement,  the  Savings  Plan is hereby
     amended to provide that,  notwithstanding  the provisions of Section 4.4 of
     the Savings  Plan,  each Savings Plan  Participant  who is a  "Transferring
     Employee",  as defined in the Purchase Agreement,  shall be fully vested in
     his or her  Matching  Account  as of the  Closing  Date (as  defined in the
     Purchase  Agreement),  regardless  of  whether he or she has less than five
     years of  Continuous  Service (as  defined in the  Savings  Plan) as of the
     Closing Date.

     Notwithstanding the foregoing, a Participant in the Savings Plan who is not
     actively at work on the Closing Date due to short-term  disability or other
     authorized  leave  of  absence  shall  become  fully  vested  in his or her
     Matching  Account  as of the date he or she  returns to  employment  and is
     transferred  to employment  with Buyer,  provided such return to employment
     occurs within 180 days after the Closing Date.