WYETH

                       SUPPLEMENTAL EMPLOYEE SAVINGS PLAN
                        (As Amended to January 15, 2003)


l. PURPOSE

The purpose of the Supplemental Employee Savings Plan ("the Plan") is to provide
a  savings  plan of  deferred  compensation  for  selected  managers  or  highly
compensated  employees in situations where part of such employees'  compensation
falls outside of the IRS qualified  savings plan.  The Plan shall be implemented
by agreements  entered into between the selected  employees and their respective
employers  which  shall be either  Wyeth  ("Wyeth")  or a U.S.  or  Puerto  Rico
subsidiary thereof. The Plan shall be unfunded for tax purposes and for purposes
of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") and
shall be administered and interpreted in such manner as not to be subject to the
participation  and  vesting,  the  funding  and  the  fiduciary   responsibility
provisions  of Title I of ERISA.  Participants  in the Plan  have the  status of
general  unsecured  creditors of their employers and the Plan constitutes a mere
promise by the employer to make benefit  payments in the future.  The Plan shall
be  administered  by the Savings Plan  Committee  (the  "Committee")  which also
administers  the Wyeth Savings Plan. The Committee shall have sole discretion to
determine which selected employees will be permitted to participate in the Plan.



II. ADMINISTRATION

The  Committee  shall  administer  the Plan and  shall  have 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 rules and procedures to implement the Plan.




III. PARTICIPATION

The Committee shall have discretion to determine which employees of Wyeth and
its subsidiaries may participate in the Plan. The Committee shall also have
discretion to determine when participation begins and terminates. At the
discretion of the Committee, a selected employee may begin or terminate
participation at any time by appropriate notice to the Committee. A letter
designating selection shall be issued to such employee by such employee's
employer. Such letter shall indicate the applicable salary for which the
employee may participate. When the agreement set forth at the end of the Plan is
executed by both the employee and the appropriate officer of the employer, it
shall become effective and the employee shall thereupon become a participant in
the Plan. An employee who accepts an offer to participate in the Plan agrees to
have from 1% to 6% of his or her applicable salary, as determined by the
Committee, reduced from salary otherwise payable in accordance with the terms
and conditions set forth in Article IV.


IV. PLAN FORMULA

          (1) In General

          Employee  Salary  Deferral  Contributions,  (1%  to 6%  of  applicable
          salary)  and  Matching  Contributions  (50%  of  the  Salary  Deferral
          Contributions as defined in the Savings Plan,  hereinafter referred to
          as  "Salary  Deferral  Contributions"  and  "Matching   Contributions"
          respectively)  may be  made  to the  Plan  and the  Plan  may  receive
          contributions of such amounts.  Salary Deferral Contributions shall be
          withheld  from the  respective  employee's  salary and  accounted  for
          separately. Matching Contributions shall be accounted for separately.

          (2) Investments

          Salary  Deferral  Contributions  and Matching  Contributions  shall be
          adjusted for investment  experience in the same manner, as directed by
          the  employee,  that would have resulted if these  contributions  were
          able to be invested as Salary Deferral Contributions in the investment
          funds  described  in Section 6 of the Savings Plan which are set forth
          in  Appendix  A,  as  attached  hereto,  and  incorporated  herein  by
          reference.

          (3) Valuation, Distributions and Vesting, Etc.

          The  distribution  of  Salary  Deferral   Contributions  and  Matching
          Contributions  shall be in a lump sum in cash  and the  amount  of the
          distribution  shall be determined in  accordance  with the  investment
          performance under the applicable  provisions of the Savings Plan as if
          such amounts had actually been invested in the same  investment  funds
          as set forth in  Appendix  A, as  attached  hereto,  and  incorporated
          herein by reference.  Distributions  shall be made in accordance  with
          the provisions set forth in Section 7 of the Savings Plan, except that
          the  Committee  may  waive one or more of the  requirements  set forth
          therein.  No payments  will be made under the Plan until the  employee
          terminates  employment  by  death  or  otherwise,  or  is  permanently
          disabled.  Vesting shall be  determined  in  accordance  with the same
          provisions  set  forth  in  the  Savings  Plan.  Whatever  beneficiary
          designations were made pursuant to the Saving Plan shall also apply to
          the  Plan  in  the  event  of  the  Participant's  death.  Beneficiary
          designations shall be made pursuant to the Plan and in accordance with
          the agreement  between the employer and the employee.  Notwithstanding
          the provisions of this paragraph IV(3),  lump sum  distributions  will
          only be made on six (6) months prior written notice or effective as of
          April 1, 2002, upon twelve months prior written notice.  A Participant
          may  elect,  upon  his or her  separation  from  service,  in  lieu of
          receiving a distribution,  to transfer part or all of the value of his
          or her account to the Wyeth Deferred  Compensation Plan (the "Deferred
          Compensation  Plan) on the terms  and  conditions  set forth  therein,
          provided  that  such  Participant  is a  participant  in the  Deferred
          Compensation  Plan  and is  Retirement  Eligible  (as  defined  in the
          Deferred  Compensation Plan) at the time of his or her separation from
          service.  Employee's  foreign  salary  shall be  converted  into  U.S.
          dollars under guidelines adopted by the Committee.


V. FOREIGN LAW

This Plan shall be construed so that foreign law does not apply.  If foreign law
should  apply to a  particular  participant,  participation  in the  Plan  shall
terminate  for such  participant  and such  participant  shall be  appropriately
reimbursed for any Salary Deferral Contributions and Matching Contributions made
to the date of such termination.


VI. AMENDMENT AND TERMINATION

The Plan may be terminated or amended at any time by the Committee provided that
benefits vested prior to such termination or amendment shall remain unaffected.


VII. GOVERNING LAW AND CONSTRUCTION

The Plan shall be governed in accordance  with the laws of the State of New York
except to the extent superseded by ERISA. The provisions of the Savings Plan are
hereby  incorporated by reference to the extent that they are referred to herein
and to the extent that they do not conflict  with the express  provisions of the
Plan  set  forth  above.   The  Plan  shall  be  deemed  to  have  been  adopted
contemporaneously with the Savings Plan so that elections of savings percentages
made under the Savings Plan may be made  effective at such  election  date under
the Plan. If any provision of the Plan is unenforceable  due to operation of law
or is contrary to foreign law, such provision  shall be severable and not affect
other portions of the Plan.










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                     APPENDIX A - As Amended to July 1, 1997
                      INVESTMENT FUNDS AVAILABLE UNDER THE
                       SUPPLEMENTAL EMPLOYEE SAVINGS PLAN

The following funds shall be available for investment under the Supplemental
Employee Savings Plan:

     1.   the Interest Income Fund;

     2.   the Fidelity Balanced Fund;

     3.   the Spartan U.S. Equity Index Fund;

     4.   the Fidelity Magellan Fund;

     5.   the Fidelity International Growth & Income Fund;

     6.   the Fidelity Low-Price Stock Fund;

     7.   the MSIF Trust Value Fund; and

     8.   the Wyeth Common Stock Fund


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                  AMENDMENT TO THE WYETH SUPPLEMENTAL EMPLOYEES
                    SAVINGS PLAN - UNITED STATES (the "SESP")

                  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  Sellers  agreed to sell to Buyer certain assets 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(c) of
the  Purchase  Agreement,  the SESP is  hereby  amended  to  provide  that  each
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 of the Closing Date.

Notwithstanding the foregoing,  a participant in the SESP 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.