THE WYETH
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
                         As Amended to January 15, 2003

I. PURPOSE

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

II. ADMINISTRATION

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

III. PARTICIPATION

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

IV. SUPPLEMENTAL PLAN FORMULA

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

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

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

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

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

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

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

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

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

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

V. TERMINATION

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













<PAGE>


                          WYETH SUPPLEMENTAL EXECUTIVE
                          RETIREMENT PLAN (the "SERP")

                                   Appendix I

                   CONTINGENT VESTING FOR PARTICIPANTS WHO ARE
                  TRANSFERRED TO BAXTER HEALTHCARE CORPORATION


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 the  Sellers  agreed to sell  certain  assets to Buyer and
Buyer agreed to assume certain  liabilities,  in each case relating primarily to
the  "Business"  (as  defined in the  Purchase  Agreement).  Pursuant to Section
9.2(b) of the  Purchase  Agreement,  the SERP is hereby  amended to provide that
each Participant in the SERP who is a "Transferring Employee", as defined in the
Purchase  Agreement,  shall have such  Participant's  service  with Buyer or its
Affiliates  after the  Closing  Date (as  defined  in the  Purchase  Agreement),
considered  as  Continuous  Service  under  the Plan  solely  for the  following
purposes:

               (i)  determining if such Participant is vested in any benefits he
                    or she has accrued as of the Closing Date; and

               (ii) determining  eligibility  for  subsidized  early  retirement
                    benefits in the benefits accrued as of the Closing Date upon
                    the Participant's  retirement and commencement of receipt of
                    benefits under the SERP.

Notwithstanding the foregoing,  a Participant in the SERP who is not actively at
work on the Closing Date due to short-term  disability or other authorized leave
of absence shall have the service credit  described  above credited at such time
as he or she  returns  to  employment  and is  transferred  to  Buyer;  provided
however,  that such return to  employment  occurs within 180 days of the Closing
Date.

In no  event  shall  any  Participant  described  above  accrue  any  additional
retirement  benefits  under the SERP after the  Closing  Date.  In  addition,  a
Participant  described  above who becomes  eligible for  retirement,  other than
disability  retirement,  may elect to commence  receipt of his or her retirement
benefits in  accordance  with the terms and  conditions of the SERP in effect at
that time; provided,  however,  that such a Participant shall not be eligible to
commence  receipt of such benefits until his or her employment with Buyer or any
successor thereto has terminated.