WYETH

                       SUPPLEMENTAL EMPLOYEE SAVINGS PLAN
                         (as amended to March 11, 2002)


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.



ll.      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),  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