|WYETH
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|DATE OF GRANT:  [April 21, 2005]
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Name Address 1  Address 2

The
Company hereby awards you restricted stock units (the Units)
representing shares of Common Stock in the amount set forth above. The Units are subject
to the terms and restrictions set forth in the Plan and this Agreement. Each Unit
corresponds to one share of Common Stock. The Units shall be converted into shares of
Common Stock on the terms and conditions set forth herein. Capitalized words not otherwise
defined in the text of this Agreement or in Paragraph 10 shall have the same meanings as
in the Plan.

By
signing this Agreement (or otherwise acknowledging, as instructed, your agreement
thereto), you acknowledge and agree that:

o   You have read and understand the
terms of the Plan and this Agreement.

o   The Company has the right, without
your prior consent, to amend or modify the terms of the Plan or this Agreement to the
extent that the Committee deems it necessary to avoid adverse or unintended tax
consequences to you under Section 409A. Such amendments or modifications may limit or
eliminate certain rights otherwise available to you under the Plan and/or this Agreement.

1.   No Stockholder Rights Until Issuance of Shares. No shares of Common Stock
          represented by the Units will be earmarked for you or your account, and you will
          not have any of the rights of a stockholder with respect to such shares until
          such time as the shares are issued to you in accordance with the terms of this
          Agreement.

2.   No Transfer of Units. You may not sell, transfer, assign, pledge or
          otherwise encumber or dispose of the Units granted hereunder.

3.   Conversion to Common Stock. As of the Conversion Date, the Units shall be
          converted to Common Stock, unless the Units have been forfeited or previously
          converted prior to that date in accordance with the terms of this Agreement or
          the Units are then subject to a Deferral Election or Re-Deferral Election.
          Notwithstanding anything in this Agreement to the contrary, upon your forfeiture
          for any reason of all rights to the Units granted hereunder, such Units shall,
          for all purposes of the Plan and this Agreement, be deemed terminated and
          without further force or effect as of the date of such forfeiture.

4.   Deferral Elections and Re-Deferral Elections.

              
(a)   Deferral Elections. You are eligible to make a Deferral Election to defer the
          issuance to you of all of theshares of Common Stock otherwise issuable
          to you as of the Conversion Date. To make a Deferral Election, you must complete
          an election form approved by the Committee that conforms to the terms of the
          attached ANNEX A and return or otherwise submit such form to the Record
          Keeper as soon as possible after the date hereof, but in no event later than 60
          days from the date of this Agreement or such shorter period as may be required
          by applicable law and communicated to you by the Committee. All Deferral
          Elections must comply with the applicable procedures established by the
          Committee from time to time. If you make such a Deferral Election (or
          Re-Deferral Election pursuant to Paragraph 4(b)), then, as of the Conversion
          Date, the following shall apply: (i) the number of Units that would have been
          earned as of the Conversion Date shall be cancelled; (ii) in exchange for such
          cancelled Units, you will have a future right to receive a number of shares of
          Common Stock equal to the number of Units so cancelled, subject to Paragraph
          5(d); and (iii) as of the Conversion Date, the Company shall contributeto the Restricted Stock Trust, subject to Paragraph 5(d), a number of shares
          of Common Stock equal to the number of Units cancelled, which shares shall be
          used to satisfy the Companys payment obligations to you under your
          Deferral Election and this Agreement, and such shares shall be issued to you as
          of the Payment Date(s) specified in your Deferral Election or Re-Deferral
          Election, as the case may be, subject to Paragraph 6, 7 or 8.

(b)   Re-Deferral Elections. You may, in accordance with procedures established
          from time to time by the Committee, also make a Re-Deferral Election with
          respect to all of the shares of Common Stock earned or eligible to be earned by
          you under this Agreement. Any such Re-Deferral Election (i) must be in
          accordance with the provisions of Section 409A (as reasonably interpreted by the
          Committee), (ii) must be made in writing (unless otherwise instructed by the
          Company) and received by the Record Keeper at least one year prior to the
          Payment Date previously specified in your Deferral Election or established under
          the terms of this Agreement, and (iii) must delay receipt of payment of the
          amounts otherwise due to you under this Agreement for the minimum re-deferral
          period required by Section 409A (for example, in the case of the Payment Date
          for a lump sum, the minimum re-deferral period would be for at least five years
          following such Payment Date). Notwithstanding anything in this Agreement to the
          contrary, (A) you will be permitted to make a Re-Deferral Election solely to the
          extent that such election will not result in adverse or unintended tax
          consequences to you under Section 409A and (B) issuance of amounts subject to an
          applicable Re-Deferral Election shall not occur prior to the Payment Date(s) set
          forth in your Re-Deferral Election solely to the extent necessary to avoid
          adverse or unintended tax consequences to you under Section 409A.

5.   Issuance and Delivery of Shares of Common Stock; Withholding.

(a)   Method of Issuance; Time of Delivery; Stockholder Rights. As soon as practicable
          following a Payment Date, all shares of Common Stock, if any, earned by you
          under this Agreement that are to be issued to you as of such Payment Date shall
          be delivered either through book-entry form as a credit to an account maintained
          in your name or through the issuance of a stock certificate representing such
          shares of Common Stock free of any restrictive legend, other than as may be
          required by applicable securities laws. Upon such issuance, you shall be the
          record owner of such shares and shall be entitled to all of the rights of a
          stockholder of the Company, including the right to vote and the right to receive
          dividends.

(b)   No Deferral Election. If you do not make a Deferral Election or
          Re-Deferral Election, the shares of Common Stock to be issued to you pursuant to
          this Agreement, if earned, shall be delivered to you in a lump sum as soon as
          practicable after the Conversion Date, subject to Paragraph 6 or 7.

(c)   
          Deferral Election. If you make a Deferral Election or Re-Deferral
          Election, the shares of Common Stock to be issued to you pursuant to this
          Agreement shall be delivered to you, if earned, as soon as practicable following
          the Payment Date(s) specified in such Deferral Election or Re-Deferral Election,
          subject to Paragraph 6, 7 or 8.

(d)   
          Amounts to Be Withheld. The number of shares of Common Stock that shall
          be issued to you (either directly from the Company pursuant to this Paragraph 5
          or from the Restricted Stock Trust) as of a Payment Date(s) shall be (i) the
          number of such shares that would have been issued as of the Payment Date in the
          absence of this Paragraph 5(d) minus (ii) the number of whole shares of
          Common Stock necessary to satisfy (A) the minimum federal, state and local
          income tax withholding obligations that are imposed on the Company by applicable
          law in respect of the issuance of such award, (B) other tax withholding
          obligations (e.g., Social Security and Medicare) that may be due from time to
          time under applicable law (and that may be satisfied by the reduction effected
          hereby in the number of issuable shares) and (C) any administrative fees that
          may be imposed by the Company, in each case, it being understood that the value
          of the shares referred to in clause (ii) above shall be determined, for the
          purposes of satisfying the obligations set forth in this Paragraph 5(d) and
          determining your income related to such award, on the basis of the average of
          the high and low per-share prices for the Common Stock as reported on the
          Consolidated Transaction Reporting System on the trading day immediately
          preceding the designated date of issuance or as otherwise determined in
          Paragraph 8, or on such other reasonable basis for determining fair market value
          as the Committee may from time to time adopt. Shares of Common Stock may also be
          issued and withheld at the time Social Security, Medicare and other wage
          withholding taxes are due.

(e)   
          Compliance with Section 409A. Issuance of shares of Common Stock under
          this Agreement shall be made in accordance with the provisions of Section 409A
          and, to the extent that such shares are issued in connection with your
          Separation from Service for any reason other than death, such issuance shall be
          delayed for six months and one day to the extent the Committee determines that
          such delay is necessary to avoid adverse or unintended tax consequences to you
          under Section 409A.

6.   Separation from Service Other than by Reason of Retirement, Disability or
          Death; Forfeiture; Default Payment.

(a)   
          Prior to Conversion Date. If you incur a Separation from Service prior to
          the Conversion Date for any reason other than Retirement, Disability or death,
          you shall forfeit all rights to all Units granted hereunder.

(b)   
          On or After Conversion Date. If you incur a Separation from Service on or
          after the Conversion Date for any reason other than Retirement, Disability or
          death, the shares that are earned under this Agreement, but have not then been
          issued to you, shall be issued to you in accordance with Paragraph 5 as of the
          Payments Date(s) specified below:

(i)   
               No Deferral/Re-Deferral Election. If you did not make a Deferral Election
               or Re-Deferral Election, as the case may be, the shares of Common Stock shall be
               issued in a lump sum as of the Conversion Date.

(ii)   
               Deferral/Re-Deferral Election. If you made a Deferral Election or
               Re-Deferral Election with respect to the shares earned under this Agreement, the
               shares subject to your Deferral Election or Re-Deferral Election, as the case
               may be, that are earned but have not then been issued to you shall be issued to
               you, in accordance with Paragraph 5, in a lump sum as of the date of such
               Separation from Service, regardless of the Payment Date(s) specified in your
               Deferral Election or Re-Deferral Election.

7.   Separation from Service by Reason of Retirement, Disability or Death.

(a)   Prior to Conversion Date.

(i)   
               Issuance of Shares. If you incur a Separation from Service prior to the
               Conversion Date (x) by reason of Retirement, Disability or death and (y) as of
               the date of such Separation from Service, you have been in the continuous
               employment of the Company or one or more of its subsidiaries for the two-year
               period ending on the date of such Separation from Service, the Units granted
               hereunder shall be fully vested and the shares of Common Stock in settlement of
               such Units, if earned, shall be issued in accordance with Paragraph 5 as of the
               Payment Date(s) specified below:

(A)   No Deferral/Re-Deferral Election. If you did not make a Deferral Election
               or Re-Deferral Election with respect to such shares, the shares of Common Stock
               shall be issued to you, your legal representative or other person designated by
               an appropriate court as entitled to take receipt thereof or your Beneficiary, as
               the case may be, in a lump sum as of the date of your Separation from Service,
               if it is by reason of Retirement or Disability, and as soon as practicable
               following your Separation from Service, if it is by reason of death, but (in the
               event of death), no later than the Conversion Date.

(B)   Deferral/Re-Deferral ElectionRetirement, Disability. If you made a
               Deferral Election or Re-Deferral Election with respect to such shares and the
               Separation from Service is by reason of Retirement or Disability, the shares
               subject to such Deferral Election or Re-Deferral Election, as the case may be,
               shall be issued to you, your legal representative or other person designated by
               an appropriate court as entitled to take receipt thereof, as the case may be, as
               of the Payment Date(s) specified in your Deferral Election or Re-Deferral
               Election.

(C)   Deferral/Re-Deferral ElectionDeath. Notwithstanding anything in
               this Paragraph 7(a) to the contrary, if your Separation from Service is by
               reason of death or you die after a Separation from Service by reason of
               Retirement or Disability and, in either such case, you have shares of Common
               Stock subject to your Deferral Election or Re-Deferral Election, as the case may
               be, that have not then been issued to you, such shares shall be issued to your
               Beneficiary in a lump sum as soon as practicable following the date of your
               death, regardless of the Payment Date(s) specified in your Deferral Election or
               Re-Deferral Election.

(ii)   
               Continuous Employment Requirement. If you incur a Separation from Service
               prior to the Conversion Date (A) by reason of Retirement, Disability or death
               and (B) as of the date of your Separation from Service, you have not been
               in the continuous employment of the Company or one or more of its subsidiaries
               for the two-year period ending on such Separation from Service, you shall
               forfeit all rights to all Units granted hereunder, as of the date of such
               Separation of Service.

(b)   
               On or After Conversion Date. If you incur a Separation from Service on or
               after the Conversion Date by reason of Retirement, Disability or death, the
               shares of Common Stock, if earned, in respect of the Units granted hereunder
               shall be issued in accordance with Paragraph 5 as of the Payment Date(s)
               specified below:

(i)   
               No Deferral/Re-Deferral Election. If you did not make a Deferral Election
               or Re-Deferral Election with respect to such shares, the shares of Common Stock
               shall be issued to you, your legal representative or other person designated by
               an appropriate court as entitled to take receipt thereof or your Beneficiary, as
               the case may be, in a lump sum as of the date of such Separation from Service,
               if it is by reason of Retirement or Disability, and as soon as practicable
               following your Separation from Service, if it is by reason of death.

(ii)   
               Deferral/Re-Deferral ElectionRetirement, Disability. If you incur a
               Separation from Service on or after the Conversion Date by reason of Retirement
               or Disability and you have shares of Common Stock subject to a Deferral Election
               or Re-Deferral Election, as the case may be, that have not then been issued to
               you, such shares shall be issued to you, your legal representative or other
               person designated by an appropriate court as entitled to take receipt thereof,
               as the case may be, in accordance with Paragraph 5 as of the Payment Date(s)
               specified in your Deferral Election or Re-Deferral Election.

(iii)   
               Deferral/Re-Deferral ElectionDeath. Notwithstanding anything in
               Paragraph 7(b)(ii) to the contrary, if you incur a Separation from Service on or
               after the Conversion Date by reason of death or you die after a Separation from
               Service by reason of Retirement or Disability and, in either such case, you have
               shares of Common Stock subject to a Deferral Election or Re-Deferral Election,
               as the case may be, that have not then been issued to you, such shares shall be
               issued to your Beneficiary, in accordance with Paragraph 5, in a lump sum as
               soon as practicable following the date of your death, regardless of the Payment
               Date(s) specified in your Deferral Election or Re-Deferral Election.

8.   Distribution in the Event of Financial Hardship.

(a)   
               Requirements. If the issuance of shares of Common Stock has been deferred
               by you pursuant to a Deferral Election or Re-Deferral Election, as the case may
               be, and such shares have not then been issued to you, you may submit a written
               request for an accelerated issuance of such shares in the event you experience
               an Unforeseeable Financial Emergency. The Hardship Committee shall evaluate any
               such request as soon as practicable in accordance with Section 409A. If the
               Hardship Committee determines in its sole discretion that you are experiencing
               such an Unforeseeable Financial Emergency, the Hardship Committee shall direct
               the Company to issue to you, as soon as practicable following such
               determination, such number of shares of Common Stock held for your account in
               the Restricted Stock Trust, provided that the value of such shares of
               Common Stock does not exceed the amount needed to satisfy the Unforeseeable
               Financial Emergency and the tax liability reasonably anticipated as a result of
               such issuance of shares. In making its determination, the Hardship Committee
               shall take into account the extent to which such Unforeseeable Financial
               Emergency is, or may be, relieved through reimbursement or compensation by
               insurance or otherwise or by liquidation of your assets (to the extent the
               liquidation of such assets would not itself cause severe financial hardship).

(b)   
               Distribution Procedures. For purposes of this Paragraph 8, the value of
               the shares of Common Stock shall be calculated based on the average of the high
               and low share prices for the Common Stock as reported on the Consolidated
               Transaction Reporting System on the trading day immediately preceding the date
               of approval by the Hardship Committee. You must provide adequate documentation
               to the Hardship Committee in order to be eligible for the issuance of shares to
               confirm the amount needed to satisfy the costs related to the Unforeseeable
               Financial Emergency and the taxes payable on the release of such shares. If you
               have elected, pursuant to Paragraph 4, to receive the shares of Common Stock
               subject to this Agreement in the form of installments, the number of shares
               issued to you due to the Unforeseeable Financial Emergency pursuant to this
               Paragraph 8 shall be deducted from the remaining installments to be issued to
               you starting with the last in time of such installments scheduled to be issued.

9.   Miscellaneous. This Agreement may not be amended except in writing.
               Neither the existence of the Plan and this Agreement nor the award granted
               hereby shall create any right to continue to be employed by the Company or its
               subsidiaries, and your employment shall continue to be at will and terminable at
               will by the Company. In the event of a conflict between this Agreement and the
               Plan, the Plan shall govern; provided, however, that nothing in this Paragraph 9
               shall be construed as requiring that any such conflict be resolved in a manner
               that the Company determines would be inconsistent with Section 409A or would
               result in adverse or unintended tax consequences to you under Section 409A. To
               the extent that the Committee or the Hardship Committee is authorized to make a
               determination under this Agreement, all such determinations shall be in the sole
               discretion of the Committee, the Hardship Committee or their respective
               delegates.

10.   Definitions and Rules of Construction.

(a)   
               Definitions. The following terms have the meanings set forth below:

Agreement
means this Restricted Stock Unit Award Agreement under the Plan, including each annex
attached hereto.

Beneficiary
means one or more individuals or entities (including a trust or estate) designated by you
to receive, in the event of your death, any shares of Common Stock earned and issuable to
you pursuant to this Agreement. You may change your Beneficiary by submitting the
appropriate form, as determined by the Committee, to the Record Keeper. The last such form
submitted prior to your death with respect to the amounts awarded pursuant to this
Agreement received by the Record Keeper shall supersede any prior such form submitted. In
the event of your death, the Record Keeper shall attempt to locate your Beneficiary in the
order presented on the appropriate Beneficiary designation form by taking one or more of
the following actions: first, sending a letter by certified mail to the address of the
Beneficiary indicated on the Beneficiary designation form, second, using the
letter-forwarding service offered by the Internal Revenue Service or the Federal Social
Security Administration and third, taking any other action that the Committee deems
appropriate.If 90 days after the last such action taken by the Record Keeper, the
Record Keeper has not located your Beneficiary, or if you have no Beneficiary (whether due
to the death of your Beneficiary or your failure to properly designate your Beneficiary on
the appropriate form), your Beneficiary shall be your estate for purposes of issuing the
shares of Common Stock due to you under this Agreement.

Code
means the Internal Revenue Code of 1986, as amended from time to time, and the rulings,
regulations and other guidance thereunder.

Committee
means the Compensation and Benefits Committee of the Board of Directors of the Company.
Any action that the Committee is required or permitted to take hereunder may be undertaken
by any person to whom the Committee delegated authority to take such action, and any
action by a delegate of the Committee shall, for all purposes hereof, constitute an act of
the Committee.

Common
Stock means the common stock of the Company, par value $0.33 1/3 per share.

Company
means Wyeth, a Delaware corporation.

Conversion
Date means the date that is the third anniversary of the Date of Grant.

Date
of Grant means the date indicated on the first page of this Agreement.

Deferral
Election means your one-time irrevocable deferral election made in accordance
with the terms of Paragraph 4(a) to defer receipt of all the shares of Common Stock
otherwise issuable to you as of the Conversion Date.

Disability
means a Separation from Service by reason of disability for purposes of at least one
qualified retirement plan or long-term disability plan maintained by the Company in which
you participate. To the extent that your Disability is not a disability within the meaning
of Section 409A, any issuance of shares of Common Stock under this Agreement may be
delayed for six months and one day following your Separation from Service in accordance
with Paragraph 5(e).

Exchange
Act means the Securities Exchange Act of 1934 (as amended from time to time) and
the rules and regulations promulgated thereunder.

Hardship
Committee means the individual or individuals designated by the Committee to
make all determinations under Paragraph 8. Any action that the Hardship Committee is
required or permitted to take hereunder may be undertaken by any person to whom the
Hardship Committee delegated authority to take such action, and any action by a delegate
of the Hardship Committee shall, for all purposes hereof, constitute an act of the
Hardship Committee.

Payment
Date means the date as of which shares of Common Stock are issued to you in
accordance with the terms of this Agreement and any applicable Deferral Election and
Re-Deferral Election made by you in accordance with the terms hereof.

Plan
means the plan identified on the first page of this Agreement, as the same may be amended
from time to time. The terms of the Plan constitute a part of this Agreement.

Record
Keeper means the person or persons identified from time to time by the Committee
to be responsible for the day-to-day administration of the Plan.

Re-Deferral
Election means an election made in accordance with Section 409A to delay the
payment of all shares of Common Stock issuable to you pursuant to your Deferral Election
or as otherwise described in Paragraph 4(b).

Restricted
Stock Trust means the trust fund established under the Trust Agreement to
accommodate the deferral of issuance of shares of Common Stock represented by Units (and
any dividends paid thereon) as provided in Paragraph 4, which trust fund is subject to the
claims of the Companys general creditors under federal and state law in the event of
insolvency of the Company as described in the Trust Agreement.

Retirement
has the meaning set forth in the Plan; provided, however, that if you have
not attained age 55 on or before the date of your Separation from Service by reason of
Disability, then solely for purposes of issuance of amounts subject to your Deferral
Election or Re-Deferral Election (if any), as the case may be, Retirement
shall mean the date you attain age 55, unless to do so would result in adverse or
unintended tax consequences to you under Section 409A.

Section
409A means Section 409A of the Code.

Separation
from Service means the termination of your employment from the Company and any
corporation that is in the same controlled group of corporations (within the meaning of
Section 414(b) of the Code) as the Company, any trade or business that is under common
control with the Company (within the meaning of Section 414(c) of the Code), any
affiliated service group (within the meaning of Section 414(m) of the Code) of which the
Company is a part and any other entity required to be aggregated with the Company pursuant
to Section 414(o) of the Code.

Trust
Agreement means the Restricted Stock Trust Agreement, dated as of April 20,
1994, as amended.

Unforeseeable
Financial Emergency means a severe financial hardship to you resulting from (a)
a sudden and unexpected illness or accident of you, your spouse or any of your dependents
(as defined in Section 152(a) of the Code), (b) a loss of your property by reason of
casualty or (c) such other extraordinary and unforeseeable financial circumstances,
arising as a result of events beyond your control. The definition of Unforeseeable
Financial Emergency and the procedures related to payments in connection therewith shall
comply with the applicable provisions of Section 409A as reasonably construed by the
Hardship Committee.

(b)   
          Rules of Construction. All references to Paragraphs refer to paragraphs
          in this Agreement. The titles to Paragraphs in this Agreement are for
          convenience of reference only and, in case of any conflict, the text of this
          Agreement, rather than such titles, shall control.

11.   Compliance with Laws

(a)   General Rule. This Agreement shall be governed by the laws of the State
          of Delaware and any applicable laws of the United States. Notwithstanding
          anything herein to the contrary, the Company shall not be obligated to issue any
          Units or shares of Common Stock of the Company represented thereby pursuant to
          this Agreement unless and until the Company is advised by its counsel that the
          issuance of such shares through book-entry form by a credit to an account
          maintained on your behalf, or through a stock certificate, representing such
          shares is in compliance with all applicable laws and regulations of governmental
          authority. The Company shall in no event be obliged to register any securities
          pursuant to the Securities Act of 1933 (as amended from time to time) or to take
          any other action in order to cause the issuance of such shares through
          book-entry form by a credit to an account maintained on your behalf, or through
          a stock certificate, representing such shares to comply with any such law or
          regulation.

(b)   Reservation of Rights. The Committee reserves the right, at any time, to
          (i) amend, modify, cancel or rescind without your consent any or all of the
          terms and conditions of the Plan and this Agreement or (ii) terminate the Plan,
          to the extent the Committee determines necessary to (A) comply with any
          applicable law, regulation, ruling or other regulatory guidance, including,
          without limitation, Section 409A, or (B) avoid adverse or unintended tax
          consequences to you under Section 409A.

(c)   Section 16. If you are subject to Section 16 of the Exchange Act,
          transactions under the Plan and this Agreement are intended to comply with all
          applicable conditions of Rule 16b-3 or its successors under the Exchange Act. To
          the extent any provision of the Plan, this Agreement or action by the Committee
          involving you is deemed not to comply with an applicable condition of Rule
          16b-3, such provision or action shall be deemed null and void as to you, to the
          extent permitted by law and deemed advisable by the Committee; provided,
          however, that no action shall be taken pursuant to this sentence that
          could result in adverse or unintended tax consequences to you under Section
          409A. Moreover, in the event the Plan or this Agreement does not include a
          provision required by Rule 16b-3 to be stated therein, such provision (other
          than one relating to eligibility requirements or the price and amount of awards
          as applicable) shall be deemed automatically to be incorporated by reference
          into the Plan and/or this Agreement insofar as you are concerned, with such
          incorporation to be deemed effective as of the effective date of such Rule 16b-3
          provision.

12.   No Change of Control. Notwithstanding the provision(s) of the Plan that
          address a Change of Control, upon a Change of Control, (A) the date upon and
          after which the Units shall be converted to shares of Common Stock shall not be
          accelerated, and (B) the Units shall not be cashed out, in each case, unless and
          until the Committee determines otherwise in accordance with Section 409A.

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|___________________________________________________
|Name (Please Print)                                
|___________________________________________________
|Signature                                          

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ANNEX A

# TERMS AND CONDITIONS
OF DEFERRAL ELECTIONS

Any Deferral Elections are subject to
Paragraph 4 of this Agreement and the terms and conditions set forth in this ANNEX
A. Capitalized terms not defined in this ANNEX A have the same meanings as in
this Agreement.

1.   Your Deferral Election applies to all shares of Common Stock earned and issuable
                    under this Agreement and must be made on an election form that conforms to this
                    ANNEX A. Your Deferral Election must be submitted to the Record Keeper as
                    soon as possible and by no later than 60 days from the date of this Agreement or
                    such shorter period as may be required by Section 409A and communicated to you
                    by the Record Keeper.

2.   Once your completed election form has been submitted in accordance with this
                    Agreement and this ANNEX A, your Deferral Election will be irrevocable.

3.   All Deferral Elections and Re-Deferral Elections shall conform to Section 409A.
                    Notwithstanding anything to the contrary in this ANNEX A, the Company has
                    the right, without your prior consent, to amend or modify your Deferral
                    Elections and Re-Deferral Elections (including the time and form of payment) to
                    the extent that the Committee deems necessary to avoid adverse or unintended tax
                    consequences to you under Section 409A.

4.   If you elect to make a Deferral Election, you must select either a Short-Term
                    Payout or a Retirement Benefit, as described below. All of the shares of Common
                    Stock earned and issuable under this Agreement will be issued as of such Payment
                    Date(s) and delivered to you as soon as practicable thereafter. You cannot elect
                    both a Short-Term Payout and a Retirement Benefit Payout.

a.   A Short-Term Payout is a lump-sum distribution of all such shares of
                    Common Stock as of the Payment Date you select, which can be no earlier than
                    three and no more than fifteen years after the Conversion Date. Additionally,
                    the Payment Date for your Short-Term Payout can be no later than the end of the
                    calendar year in which you attain age 80. If you make a Deferral Election or
                    Re-Deferral Election to receive the shares earned and issuable to you under this
                    Agreement in a Short-Term Payout, you may make a subsequent Re-Deferral Election
                    in accordance with Paragraph 4(b) with respect to such shares, as long as
                    you are an active employee of the Company or its subsidiaries at the time of
                    such subsequent Re-Deferral Election.

b.   A Retirement Benefit is a distribution of all such shares of Common Stock
                    in the form of either a lump sum or annual installments (over 3 to 15 years)
                    issued as of your Retirement or a later date that is one or more years after
                    your Retirement. You must elect a Payment Date that results in all shares earned
                    and issuable under this Agreement being issued to you no later than the end of
                    the calendar year in which you attain age 80. Any earned and unissued shares
                    will be issued to you by the end of such calendar year, notwithstanding your
                    election. If you make a Deferral Election or Re-Deferral Election to receive the
                    shares earned and issuable to you under this Agreement as a Retirement Benefit,
                    you may make a subsequent Re-Deferral Election in accordance with
                    Paragraph 4(b) with respect to such shares, as long as (i) issuance of the
                    shares subject to your Deferral Election or prior Re-Deferral Election has not
                    commenced at the time of such subsequent Re-Deferral Election and (ii) if, prior
                    to such subsequent Re-Deferral Election, you incurred a Separation of Service,
                    it was by reason of Retirement.