WYETH
                            EXECUTIVE RETIREMENT PLAN
                         EFFECTIVE AS OF JANUARY 1, 1997
                          As Amended to March 11, 2002

                                     PURPOSE

         The purpose of the Wyeth Executive Retirement Plan (the "Plan") is to
provide competitive executive retirement benefits for key executives and to
enhance the ability of the Company to attract and retain key senior executives.

                             SECTION ONE-DEFINITIONS

Except where the context indicates otherwise, any masculine terminology used
herein shall also include the feminine gender, and the definition of any term
herein in the singular shall also include the plural. Whenever used herein, the
following terms shall have the meaning set forth below:

1.1.  "Actuarial  Equivalence" means an amount of equivalent value determined by
reference to a specified set of conversion or reduction factors.  In determining
either the amount of any reduction in benefit  amount or the amount of a benefit
payable  under the Plan in an  optional  form,  actuarial  equivalence  shall be
determined by applying the conversion  factors set forth in the Wyeth Retirement
Plan.

1.2.  "Affiliate"  means  any  corporation,  partnership  or other  organization
controlling, controlled by or under common control with the Company.

1.3.   "Average  Pension  Earnings"  has  the  same  meaning  as  in  the  Wyeth
Supplemental Executive Retirement Plan, as amended from time to time.

1.4. "Board of Directors" means the Board of Directors of the Company.

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

1.6. "Company" means Wyeth, a Delaware corporation.

1.7.  "Contingent  Annuitant" has the meaning set forth in the Wyeth  Retirement
Plan.

1.8.  "Contingent  Annuity"  has the meaning  set forth in the Wyeth  Retirement
Plan.

1.9.  "Continuous  Service"  has the meaning  set forth in the Wyeth  Retirement
Plan.

1.10.  "Corporate Officer" means a principal officer of the Company as described
in Paragraph 30 of the By-Laws of the Company (copy attached).

1.11.  "Credited  Service " means the number of years of service  credited to an
Employee under and as determined in accordance with the Wyeth Retirement Plan.

1.12.  "Early Plan Benefit" means the monthly  benefit  payable to a Participant
under Section 4.2 of the Plan.

1.13.  "Early  Retirement  Age" means  attainment of both age fifty-five (55) or
more and at least ten (10) years of Continuous Service.

1.14.  "Early  Retirement  Date"  means  the  first  day of the  calendar  month
coincident  with or next following the date a Participant  attains his/her Early
Retirement Age, or any subsequent day elected by the Participant to retire after
his/her  Early  Retirement  Date  but  prior to  his/her  attainment  of  Normal
Retirement Age.

1.15. "Effective Date" is January 1, 1997.

1.16. "Employee" has the meaning set forth in the Wyeth Retirement Plan.

1.17.  "ERISA"  means the Employee  Retirement  Income  Security Act of 1974, as
amended from time to time, including any regulations promulgated thereunder.

1.18.  "Final Average  Annual Pension  Earnings" has the meaning as set forth in
the Wyeth Retirement Plan plus any awards provided to the Participant  under the
PIA Plan.

1.19.  "Minimum  Eligible  Compensation  Level" means a Rate of Annual  Earnings
equal to or greater  than two hundred  and fifty  thousand  dollars  ($250,000),
which  amount  shall  be  subject  to  periodic  review  and  adjustment  by the
Compensation and Benefits  Committee of the Board.  Effective,  as of January 1,
1998,  the term  Minimum  Eligible  Compensation  Level  means a Rate of  Annual
Earnings  equal to or greater than three hundred  thousand  dollars  ($300,000),
which amount shall be adjusted annually by an average of the salary increases of
the Senior  Executive  Group of the  Company,  rounded  down to the  nearest ten
thousand dollars ($10,000).

1.20.  "Normal  Plan  Benefit"  means  the Plan  Benefit  payable  monthly  to a
Participant pursuant to Section 4.1 of the Plan.

1.21. "Normal Retirement Age" means age sixty-five (65).

1.22.  "Normal  Retirement  Date"  means  the first  day of the  calendar  month
coincident with or next following the date a Participant  attains his/her Normal
Retirement Age and elects to retire.

1.23.   "Participant"  means  an  Employee  of  the  Company  who  has  met  the
requirements to become a Participant in the Plan pursuant to Section Two.

1.24. "PIA Program" means the Wyeth Performance Incentive Award program.

1.25. "Plan" means this Wyeth Supplemental Executive Retirement Plan, as amended
from time to time.

1.26.  "Plan Benefit" means the benefit payable  monthly to a Participant  under
the terms of the Plan.

1.27. "Plan Year" means the calendar year.

1.28.  "Postponed  Plan  Benefit"  means the Plan Benefit  payable  monthly to a
Participant under Section 4.4 of the Plan.

1.29.  "Rate of Annual  Earnings"  means the  average  annual  base  salary of a
Participant as of January 1 of each Plan Year.

1.30.  "Retirement  Committee" has the meaning set forth in the Wyeth Retirement
Plan.

1.31.  "Retirement  Plans" means the Wyeth  Retirement  Plan,  the American Home
Products  Executive  Retirement  Plan,  the American  Cyanamid and  Subsidiaries
Supplemental  Employees  Retirement Plan; the American Cyanamid and Subsidiaries
ERISA Excess Plan and/or any other retirement plan or arrangement of the Company
to the extent it provides retirement or pension benefits (but only to the extent
that  service  under such plan is counted for  purposes of the Wyeth  Retirement
Plan) each as amended from time to time.

1.32.  "Senior Executive Group" means executive officers of the Company who earn
in excess of one hundred and seventy-five thousand dollars (175,000) per year in
annual base earnings.

1.33. "Severance from Service" has the meaning set forth in the Wyeth Retirement
Plan.

1.34. "Single Life Annuity" means an annuity providing payments for the lifetime
of a Participant with no survivor benefits.

1.35.  "Social  Security  Benefit"  means  the  estimated  annual  amount  of an
Employee's old age retirement benefits that a Participant will receive under the
United States Social Security system.

1.36. "Surviving Spouse" means the spouse of a deceased Participant to whom such
Participant has been validly married for a continuous period of at least one (1)
year immediately preceding such Participant's death.

1.37.  "Vested  Plan  Benefit"  means  the Plan  Benefit  payable  monthly  to a
Participant under Section 4.3 of the Plan.

1.38.  "Wyeth  Retirement Plan" means the Wyeth Retirement Plan - United States,
as amended from time to time.


<PAGE>


                            SECTION TWO-PARTICIPATION

2.1. (a)  Participation on the Effective Date. An Employee of the Company or its
Affiliate  employed on the Effective Date shall become a Participant in the Plan
on the Effective Date provided such Employee:

          (1)  Is a Participant in the Wyeth Retirement Plan, and

          (2)  Satisfies both of the following conditions:

          (A)  Has a Rate  of  Annual  Earnings  equal  to or in  excess  of the
               Minimum Eligible Compensation Level in effect at that time; and

          (B)  Is a  Corporate  Officer.  Effective  as of January  1, 1998,  an
               Employee  shall be eligible to become a Participant  if he or she
               is a member of the Senior Executive Group rather than a Corporate
               Officer.

          (C)  Notwithstanding  the  foregoing,   Employees  who  satisfied  the
               requirements  of Section 2.1 as in effect on or prior to December
               31, 1997 shall remain Participants in the Plan.

     (b)   Participant   After  Effective  Date.  An  Employee  shall  become  a
Participant  after the Effective Date when he or she satisfies the  requirements
of Section 2.1(a).

                              SECTION THREE-VESTING

3.1.  Vesting.  A  Participant  shall be  vested  upon the first to occur of the
following:

          (a)  Completion of five years of Continuous Service; or

          (b)  Attaining  age 60 regardless of the number of years of Continuous
               Service.

3.2.  Termination Prior to Vesting.  Any Participant who incurs a Severance from
Service  prior to  becoming  vested  under  Section 3.1 shall not be entitled to
receive a Plan Benefit.

                SECTION FOUR-AMOUNT AND COMMENCEMENT OF BENEFITS

4.1. Normal Plan Benefits.

          (a)  Eligibility.  A  Participant  who  retires at or after  attaining
     his/her  Normal  Retirement  Age,  shall be eligible  to receive  monthly a
     Normal Plan Benefit under the Plan.

          (b) Amount of Normal Plan Benefit.  The monthly Normal Plan Benefit of
     a  Participant  shall be  one-twelfth  of the amount,  if any, by which the
     amount  determined  under  subparagraph  (1)  below,  exceeds  (to  prevent
     duplication  of benefits)  the amount  determined  under  subparagraph  (2)
     below, where -

               (1)  An  amount   equal  to:   (A)  two   percent   (2%)  of  the
                    Participant's   Final  Average   Annual   Pension   Earnings
                    multiplied  by the  Participant's  actual  years of Credited
                    Service up to Normal Retirement Age, minus

                    (B)  1/60  of  the  Participant's  Social  Security  Benefit
                    multiplied by the  Participant's  years of Credited  Service
                    (not to exceed thirty (30) years).

               (2)  The annual amount of retirement  benefits,  if any under the
                    Retirement  Plans,  payable  in the  form of a  Single  Life
                    Annuity to the Participant at Normal Retirement Age.

          (c)  Additional  Credited  Years of  Bridge  Service.  The  three  (3)
     additional years of Credited  Service  described in Section 4.1(b) shall be
     reduced by one year for each year of  service  (or part  thereof)  that the
     Participant works beyond age sixty-two (62) years, provided however, that a
     Participant who commences  participation  in the Plan at age sixty-one (61)
     or later shall accrue a monthly Normal Plan Benefit in the amount  provided
     in Section 4.1(b) for two (2) years before such reductions take effect.

          (d)  Commencement  and Duration.  Monthly Normal Plan Benefit payments
     for Participants who retire and elect to receive payments shall begin as of
     the  Participant's  Normal Retirement Date. Such payments shall continue in
     accordance with the payment option elected by the Participant in Section 5.

4.2.     Early Plan Benefits.

          (a)  Eligibility.  A Participant  who incurs a Severance  from Service
     while a Participant  on or after he has attained  his/her Early  Retirement
     Age but prior to his/her Normal  Retirement Age shall be eligible to retire
     and receive an Early Plan Benefit under the Plan.

          (b) Amount of Early Plan Benefit.  A Participant's  Early Plan Benefit
     shall be computed in the same manner as a Normal Plan Benefit under Section
     4.1(b)  except that the amount  determined  under  Section  4.1(b) shall be
     reduced  by three  (3)  percent  for each year (or part  thereof)  by which
     his/her  Early Plan Benefit  commences  prior to the  attainment of his/her
     Normal  Retirement  Age hereunder  and the amount so determined  shall then
     have the  offset  provisions  set forth in  Section  4.1(b)(2)  applied  to
     determine the amount of the Participant's Early Retirement Benefit.

          (c)  Commencement  and  Duration.  A  Participant  who has  incurred a
     Severance  from Service after  attaining  his/her Early  Retirement Age may
     elect to retire and commence  payment as of his/her Early  Retirement Date,
     and such  payments  shall  continue in accordance  with the payment  option
     elected in Section 5.

4.3.     Vested Plan Benefit.

          (a)  Eligibility.  A Participant  who incurs a Severance  from Service
     while a Participant after having attained five years of Continuous  Service
     but  prior  to  either  his/her  Early  Retirement  Age or  his/her  Normal
     Retirement  Age,  shall be  eligible  to retire and  receive a Vested  Plan
     Benefit under the Plan.

          (b) Amount of Vested Plan Benefit. A Participant's Vested Plan Benefit
     shall be computed in the same manner as a monthly Normal Plan Benefit under
     Section 4.1(b) except that the amount  determined under Section  4.1(b)(1),
     shall be reduced  actuarially  (by reference to the Actuarial  Equivalence)
     for each year (or part  thereof) by which  his/her Plan  Benefit  commences
     prior to the attainment of his/her Normal  Retirement Age and the amount so
     determined  shall  then have the  offset  provisions  set forth in  Section
     4.1(b)(2) applied to determine the amount of the Vested Plan Benefit.

          (c)  Commencement  and  Duration.  A  Participant  who has  incurred a
     Severance  from Service  while a Participant  after  attaining a right to a
     Vested Plan Benefit in  accordance  with Section  4.3(a) above may elect to
     commence  payment  of his/her  Vested  Plan  Benefit as of the time  he/she
     attains age 55. Such payments shall continue in accordance with the payment
     option elected by the Participant pursuant to Section 5.

4.4.     Postponed Plan Benefit.

          (a) Eligibility.  A Participant who remains an Employee beyond his/her
     Normal  Retirement  Age shall be entitled to retire and receive a Postponed
     Plan Benefit under the Plan.

          (b) Amount.  Except as  otherwise  provided in this  paragraph  (b), a
     Participant's  Postponed  Plan Benefit  shall be an amount  computed in the
     same  manner as a monthly  Normal Plan  Benefit  under  Subsection  4.1(b),
     provided, however, that:

               (1)  The Participant's Postponed Plan Benefit shall be determined
                    by taking into account all years of actual Credited  Service
                    and Final Average Annual Pension  Earnings  attributable  to
                    employment  with the Company  both before and after  his/her
                    Normal  Retirement Date (not to exceed,  including the three
                    additional  years of Credited  Service,  thirty (30) years);
                    and that

               (2)  The three (3) additional years of Credited Service described
                    in paragraph (b)(1) above shall be reduced for each year (or
                    part  thereof)  that  the   Participant   works  beyond  age
                    sixty-two (62),  provided,  however,  that a Participant who
                    commences  participation at age sixty-one (61) or later must
                    be  eligible  to receive a Normal  Plan  Benefit for two (2)
                    years before such reductions take effect.

          (c) Commencement  and Duration.  Postponed Plan Benefit payments shall
     commence as of the first day of the calendar month  coincident with or next
     following a  Participant's  Severance  from Service.  Such  benefits  shall
     continue in accordance  with the payment option selected by the Participant
     in accordance with Section 5.

                 SECTION FIVE-FORM AND COMMENCEMENT OF BENEFITS

5.1. Form of Benefit. Plan Benefits payable to a Participant pursuant to Section
Four  shall be  payable  to the  Participant  under the same  payment  option as
selected by the Participant under the Wyeth Retirement Plan. Notwithstanding the
foregoing, a Participant may select any optional form of payment available under
the Wyeth  Retirement  Plan. If a Plan Benefit is payable in a form other than a
Single Life Annuity over the life of the Participant, such Plan Benefit shall be
subject to adjustment by the same  actuarial  equivalent  factors as are applied
under the  Wyeth  Retirement  Plan with  respect  to the Wyeth  Retirement  Plan
benefit of the Participant to determine Actuarial Equivalence. Any election made
by a Participant  pursuant Section 4 shall be in writing in a form acceptable to
the  Retirement  Committee  and filed at least six (6)  months  prior to his/her
retirement.

     Effective as of April 1, 2001,  an election by a  Participant  to receive a
lump  sum  distribution  of his or her  benefit  under  the Plan  shall  only be
effective six (6) months after the date of his or her retirement  (and effective
as of 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 using the same interest
rate as that 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 in the interest  rate being used to determine  the value of 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  and shall be adjusted to include in a lump sum, as soon
as practicable  after such death interest  credited  thereto during the Deferral
Period.  Notwithstanding the foregoing,  a Participant may elect upon his or her
retirement,  in lieu of receiving a distribution  from the Plan, to transfer all
or any part 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
procedures set forth in that plan.

                      SECTION SIX-SURVIVING SPOUSE BENEFIT

6.1.     Surviving Spouse's Benefit.

          (a) Death of Participant  After Attaining  Early  Retirement Age. Upon
     the death of a  Participant  while  employed  by the Company  after  having
     attained  his/her Early  Retirement  Age his/her  Surviving  Spouse will be
     entitled  to an  immediate  survivors  benefit  under  this  Plan  equal to
     one-half of the Plan Benefit the  Participant  would be entitled to receive
     commencing on the date of his/her death, assuming the Participant had lived
     and  retired  on the day prior to his death with a 50%  Contingent  Annuity
     Option in effect.

          (b) Death of Participant Prior to Attaining Early Retirement Age. Upon
     the death of a  Participant  while  employed by the Company prior to having
     reached Early  Retirement Age but after becoming  vested under Section 3 of
     the Plan, his/her Surviving Spouse shall be entitled to receive a survivors
     annuity  starting  on the  first  day of the month on or after the date the
     Participant  would have attained his/her Early Retirement Age. Such annuity
     shall be equal to one-half of the Vested Plan Benefit the Participant would
     be entitled  to receive  starting on the first day of the month on or after
     the  later  of (i)  the  Participant's  death,  or  (ii)  the  date  of the
     Participant would have attained age 55 assuming the Participant had elected
     a 50% Contingent Annuity.

          (c) Death of  Participant  After a  Separation  of Service  but Before
     Commencement of Early Retirement or Vested Plan Benefits.  If a Participant
     has a  Separation  from  Service  while  vested and dies prior to attaining
     his/her  Early  Retirement  Age or  commencing a Vested Plan  Benefit,  the
     Participant's  Surviving  Spouse shall be entitled to a survivor's  annuity
     commencing  on the  later  of the  Participant's  death  or  the  date  the
     Participant would have attained age 55. The amount of such an annuity shall
     be equal to  one-half  of the Early  Retirement  Benefit or the Vested Plan
     Benefit the  Participant  was entitled to receive as of the date of his/her
     Separation from Service  commencing as of the date described above assuming
     the Participant had elected a 50% Contingent Annuity option.

                     SECTION SEVEN-AMENDMENT AND TERMINATION

7.1. Amendment or Termination.  The Company reserves the right to amend, modify,
or  terminate  the  Plan  at any  time  for  any  reason.  Any  such  amendment,
modification or termination  shall be made pursuant to a resolution of the Board
of Directors and shall be effective as of the date specified in the  resolution.
However,  no such  amendment,  modification  or  termination  of the Plan  shall
directly or indirectly  deprive or adversely affect a Participant's Plan Benefit
under the Plan as in effect on the date  immediately  preceding the date of such
amendment, modification or termination.

7.2. Termination  Benefit. In the event of a Plan termination,  each Participant
shall become fully vested in his/her  accrued Plan Benefit as of the termination
date.  Such  accrued Plan Benefit  shall be  calculated  as set forth in Section
4.1(b) above, and shall be based upon the Participant's Years of Service,  Final
Average  Pension  Earnings,  and Retirement  Plan benefit as of the  termination
date. For purposes of determining a Participant's  accrued Plan Benefit pursuant
to this paragraph,  the  Participant's  Retirement Plan benefit shall be his/her
accrued benefit from the Retirement Plan payable at age sixty (60). Payment of a
Participant's  accrued  Plan  Benefit  shall  not  be  contingent  upon  his/her
continuation of employment with the Company following the Plan termination date,
and such benefit shall be payable at the date for  commencement  of payment of a
Plan Benefit pursuant to of Section Five.

                           SECTION EIGHT-MISCELLANEOUS

8.1. No Effect on Employment  Rights.  Nothing contained herein will confer upon
any  Participant  the right to be retained in the  service of the  Company,  nor
limit  the  right  of the  Company  to  discharge  or  otherwise  deal  with any
Participant without regard to the existence of the Plan.

8.2. Funding. The Plan at all times shall be entirely unfunded, and no provision
shall at any time be made with respect to segregating  any assets of the Company
for payment of any benefits hereunder.  No Participant,  Surviving Spouse or any
other person shall have any interest in any particular  assets of the Company by
reason of a right to receive a benefit under the Plan, and any such Participant,
Surviving  Spouse or other person  shall have the rights of a general  unsecured
creditor  of  the  Company   with   respect  to  any  rights   under  the  Plan.
Notwithstanding  the  foregoing,  the  Retirement  Committee  or  the  Board  of
Directors,  in their  discretion,  may segregate the assets in a separate  trust
(treated for tax purposes as a Rabbi  trust),  for the payment of Plan  Benefits
and such segregation shall not be regarded as funding the Plan.

8.3. Anti-assignment. To the maximum extent permitted by law, no benefit payable
under the Plan shall be subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, attachment, encumbrance, or charge prior to actual
receipt thereof by the payee; and any attempt so to anticipate,  alienate, sell,
transfer,  assign,  pledge,  attach,  encumber,  or charge prior to such receipt
shall be void.

8.4.  Administration.  The Retirement  Committee  shall be  responsible  for the
general  operation  and  administration  of the  Plan and for  carrying  out the
provisions  thereof.  All provisions set forth in the Wyeth Retirement Plan with
respect to the  administrative  powers and duties of the  Retirement  Committee,
expenses of  administration,  and  procedures  for filing  claims  shall also be
applicable  with respect to the Plan.  The Retirement  Committee  shall have the
full discretionary  authority to construe and interpret the Plan,  including the
right to remedy possible  ambiguities,  to adopt,  amend,  and rescind rules and
regulations  for the  administration  of the plan,  and generally to conduct and
administer the Plan and to make all  determinations  in connection with the Plan
as may be necessary or advisable.  All such actions of the Retirement  Committee
shall be  conclusive  and  binding  upon  all  Participants,  Beneficiaries  and
Surviving  Spouses.   The  Retirement   Committee  shall  be  entitled  to  rely
conclusively upon all tables,  valuations,  certificates,  opinions, and reports
furnished  by any  actuary,  accountant,  controller,  counsel,  or other person
employed or engaged by the Company with respect to the Plan.

8.5. State Law. The Plan is established under and will be construed according to
the  laws of the  State  of New  York,  to the  extent  that  such  laws are not
preempted by ERISA and the regulations promulgated thereunder.

8.6. Incapacity of Recipient. In the event a Participant, or Surviving Spouse is
declared  incompetent and a conservator or other person legally charged with the
care of his/her  person or his/her  estate is appointed,  any benefits under the
Plan to which such Participant, or Surviving Spouse is entitled shall be paid to
such conservator or other person legally charged with the care of his/her person
or estate.

                          SECTION NINE-CLAIMS PROCEDURE

If a Participant does not receive the timely payment of the benefits which
he/she believes are due under the Plan, the Participant may make a claim for
benefits in the manner hereinafter provided.

All claims for benefits under the Plan shall be made in writing and shall be
signed by the Participant. Claims shall be submitted to the Administrator. If
the Participant does not furnish sufficient information with the claim for the
Administrator to determine the validity of the claim, the Administrator shall
indicate to the Participant any additional information which is necessary for
the Administrator to determine the validity of the claim.

Each claim hereunder shall be acted on and approved or disapproved by the
Administrator within 90 days following the receipt by the Administrator of the
information necessary to process the claim. In the event the Administrator
denies a claim for benefits in whole or in part, the Administrator shall notify
the Participant in writing of the denial of the claim and notify the Participant
of his right to a review of the Administrator's decision by the Administrator.
Such notice by the Administrator shall also set forth, in a manner calculated to
be understood by the Participant, the specific reason for such denial, the
specific provisions of the Plan on which the denial is based, a description of
any additional material or information necessary to perfect the claim with an
explanation of the Plan's appeals procedure as set forth in this Section Eleven.

If no action is taken by the Administrator on a Participant's claim within 90
days after receipt by the Administrator, such claim shall be deemed to be denied
for purposes of the following appeals procedure. Any applicant whose claim for
benefits is denied in whole or in part may appeal for a review of the decision
by the Administrator. Such appeal must be made within three months after the
applicant has received actual or constructive notice of the denial as provided
above. An appeal must be submitted in writing within such period and must:

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

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

     (c)  set forth any issues or comments which the Participant deems pertinent
          to the appeal.

The Administrator shall act upon each appeal within 60 days after receipt
thereof unless special circumstances require an extension of the time for
processing, in which case a decision shall be rendered by the Administrator as
soon as possible but not later than 120 days after the appeal is received by it.
The Administrator may require the Participant to submit such additional facts,
documents or other evidence as the Administrator in its discretion deems
necessary or advisable in making its review. The Participant shall be given the
opportunity to review pertinent documents or materials upon submission of a
written request to the Administrator, provided the Administrator finds the
requested documents or materials are pertinent to the appeal.

On the basis of its review, the Administrator shall make an independent
determination of the Participant's eligibility for benefits under the Plan. The
decision of the Administrator on any appeal of a claim for benefits shall be
final and conclusive upon all parties thereto.

In the event the Administrator denies an appeal in whole or in part, it shall
give written notice of the decision to the Participant, which notice shall set
forth, in a manner calculated to be understood by the Participant, the specific
reasons for such denial and which shall make specific reference to the pertinent
provisions of the Plan on which the Administrator's decision is based.