Deferred Compensation Plan

Wyeth


PLAN DOCUMENT




                  Amended and Restated as of November 20, 2003
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Wyeth

DEFERRED COMPENSATION PLAN



PLAN DOCUMENT

                                     PURPOSE


The Plan is an unfunded deferred compensation plan that provides certain key
employees of the Company with the opportunity to voluntarily defer receipt of a
portion of their compensation. Wyeth adopted the Plan to enable the Company to
attract and retain a select group of management and highly compensated
Employees.

                           Section One - DEFINITIONS

      Whenever used in the Plan, unless clearly apparent from the context, the
following terms shall have the following meanings:

     (a)  "Administrator" means the Committee or such entity or person to whom
          the Committee may delegate responsibility for administration of the
          Plan.

     (b)  "Amended and Restated Effective Date" means November 20, 2003.

     (c)  "Base Salary" means, except as set forth in the next sentence, for
          purposes of deferrals under the Plan, the annual base cash
          compensation to be paid during a Plan Year by the Company to an
          Eligible Employee for services rendered during such Plan Year.
          Notwithstanding the foregoing, solely for purposes of determining
          whether an Employee is an Eligible Employee, "Base Salary" means the
          annual base compensation from all sources (i.e., regardless of whether
          United States source or foreign source) to be paid during a Plan Year
          by Wyeth and its Subsidiaries to an Employee for services rendered
          during such Plan Year.

     (d)  "Beneficiary" means one or more persons or entities (including a trust
          or estate) designated by a Participant to receive payment of any
          unpaid balance in the Participant's Deferral Account under the Plan in
          the event of the Participant's death. Such designation shall be made
          on a form provided by the Recordkeeper and approved by the
          Administrator in accordance with its rules as provided in Section
          9(i).

     (e)  "Board of Directors" means the Board of Directors of Wyeth.

     (f)  "Bonus Compensation" means cash compensation to be paid during a Plan
          Year to an Eligible Employee by the Company for services rendered
          under any

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          incentive compensation or bonus plan, program or arrangement which is
          maintained or which may be adopted by the Company.

     (g)  "Change in Control" means the first to occur of any of the following
          events:

          (i)  any person or persons acting in concert (excluding Wyeth benefit
               plans) becomes the beneficial owner of securities of Wyeth having
               at least twenty percent (20%) of the voting power of Wyeth's then
               outstanding securities (unless the event causing the twenty
               percent (20%) threshold to be crossed is an acquisition of voting
               common securities directly from Wyeth); or

          (ii) the consummation of any merger or other business combination of
               Wyeth, sale or lease of Wyeth's assets, or combination of the
               foregoing transactions (the "Transactions"), other than a
               Transaction immediately following which the shareholders of Wyeth
               who owned shares immediately prior to the Transaction (including
               any trustee or fiduciary of any Wyeth employee benefit plan) own,
               by virtue of their prior ownership of Wyeth's shares, at least
               sixty-five percent (65%) of the voting power, directly or
               indirectly, of (a) the surviving corporation in any such merger
               or other business combination; (b) the purchaser or lessee of the
               Wyeth's assets; or (c) both the surviving corporation and the
               purchaser or lessee in the event of any combination of
               Transactions; or

          (iii) within any twenty-four (24) month period, the persons who were
               directors immediately before the beginning of such period (the
               "Incumbent Directors") shall cease (for any reason other than
               death) to constitute at least a majority of the Board of
               Directors or the board of directors of a successor to Wyeth. For
               this purpose, any director who was not a director at the
               beginning of such period shall be deemed to be an Incumbent
               Director if such director was elected to the Board of Directors
               by, or on the recommendation of or with the approval of, at least
               two-thirds of the directors who then qualified as Incumbent
               Directors (so long as such director was not nominated by a person
               who has expressed an intent to effect a Change in Control or
               engage in a proxy or other control contest).

     (h)  "Code" means the Internal Revenue Code of 1986, as amended from time
          to time.

     (i)  "Committee" means the Compensation and Benefits Committee of the Board
          of Directors.

     (j)  "Company" means Wyeth, a Delaware corporation ("Wyeth"), together with
          its wholly owned Subsidiaries in the United States, including Puerto
          Rico.

     (k)  "Deemed Interest" means the amount of interest that would have been
          earned had an amount deferred hereunder been invested at the Deemed
          Rate of Interest.


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     (l)  "Deemed Rate of Interest" means (i) prior to June 1, 1999, the average
          of the quarter end yields for a ten (10) year period ending September
          30 of the prior year of the ten (10) year U.S. Treasury notes plus two
          percent (2%); and (ii) thereafter, ten percent (10%) per annum,
          compounded quarterly. No portion of a Participant's Deferral Account
          that is not allocated to the Deemed Interest Investment Option as of
          the DRI Closing Date may be allocated to the Deemed Interest
          Investment Option on or after the DRI Closing Date. No portion of a
          Participant's Deferral Account that is allocated to the Deemed
          Interest Investment Option following the DRI Election Date may be
          subsequently allocated to another Investment Option. No portion of a
          Participant's Deferral Account allocated to the Deemed Interest
          Investment Option as of the Amended and Restated Effective Date may be
          allocated, on or prior to the DRI Election Date, to another Investment
          Option unless the Participant irrevocably waives any right to
          reallocate such transferred amount back to the Deemed Interest
          Investment Option at any time after the DRI Election Date.

     (m)  "Deferral Account" means a bookkeeping account (including all
          subaccounts) maintained by the Recordkeeper for each Participant to
          record his or her balance under the Plan. A Participant's Deferral
          Account shall consist of the sum of: (i) all of a Participant's
          deferrals under the Plan, whether made before or after the Amended and
          Restated Effective Date, including amounts rolled into the Predecessor
          Plan as of the Original Effective Date, plus or minus (ii) Investment
          Earnings/Losses on those amounts in accordance with the applicable
          crediting provisions of the Plan that relate to the Participant's
          Deferral Account, minus (iii) all distributions or withdrawals made to
          a Participant or his or her Beneficiary pursuant to the Plan that
          relate to his or her Deferral Account.

     (n)  "Disability" means a period of disability during which a Participant
          qualifies for permanent disability benefits under the Company's
          long-term disability plan, or, if a Participant does not participate
          in such a plan, a period of disability during which the Participant
          would have qualified for permanent disability benefits under such a
          plan had the Participant been a Participant in such a plan, as
          determined in the sole discretion of the Administrator. If the Company
          does not sponsor such a plan, or discontinues to sponsor such a plan,
          Disability shall be determined by the Administrator in its sole
          discretion.

     (o)  "DRI Closing Date" means April 1, 2004.

     (p)  "DRI Election Date" means December 19, 2003.

     (q)  "Election Form" means the form or forms established from time to time
          by the Administrator, that a Participant completes, signs and returns
          to the Recordkeeper to make an election under the Plan.

     (r)  "Eligible Employee" means an active Employee of the Company who at any
          time during the Plan Year is eligible to receive Base Salary for the
          Plan Year on an annualized basis of not less than one hundred
          fifty-five thousand dollars


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          ($155,000) or such other amount as may be determined from time to time
          by the Administrator. The determination of whether an Employee is an
          Eligible Employee shall be made at the sole discretion of the
          Administrator.

     (s)  "Employee" means any employee of the Company.

     (t)  "Executive Retirement Payments" means the payments an Eligible
          Employee is eligible to receive from the Wyeth ERP, the Wyeth SERP,
          and the Wyeth SESP.

     (u)  "Investment Earnings/Losses" means the income, gains and losses that
          would have been realized had an amount deferred hereunder actually
          been invested in the Investment Option or Options selected by a
          Participant.

     (v)  "Investment Options" means the investment options as listed in
          Appendix A, which is attached hereto and incorporated herein by this
          reference, that are used as hypothetical investment options among
          which the Participant may allocate all or a portion of his or her
          Deferral Account. The Administrator may amend or change available
          Investment Options (other than the Deemed Interest Investment Option)
          from time to time as it deems appropriate in its sole discretion, as
          provided for in Section 7(f); it being understood that the Deemed Rate
          of Interest may be amended only by the Committee in accordance with
          Section 1(o) above.

     (w)  "Market Interest Option" means the Investment Option described in
          Section 5(b).

     (x)  "Market Rate" means, for a particular calendar year, (i) 120% of the
          long-term applicable federal rate, with quarterly compounding, for the
          month of January of such calendar year, as published under Section
          1274(d) of the Code for such year or (ii) such other rate as shall be
          specified from time to time by the Committee, except that any rate
          specified under clause (ii) shall only apply to amounts in a Deferral
          Account on a prospective basis and following reasonable notice of such
          rate to Participants.

     (y)  "Normal Retirement Date" shall have the same meaning as set forth in
          the Wyeth Retirement Plan - United States.

     (z)  "Original Effective Date" means the original effective date for the
          Predecessor Plan, which was July 31, 1997.

     (aa) "Partial Termination Date" means December 20, 2004, or such earlier
          date as determined in the sole discretion of the Committee.

     (bb) "Partial Termination Election Form" means the Election Form(s)
          established for the purposes of making the election described in
          Section 8(h).

     (cc) "Participant" means an Employee or Retiree (for so long as he or she
          retains a Deferral Account under the Plan): (i) who at the time of
          commencement of his or her participation in the Plan was an Eligible
          Employee, (ii) who elects to participate in the Plan, (iii) who signs
          and returns all enrollment forms required by


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          the Recordkeeper, and (iv) whose signed form(s) are accepted by the
          Recordkeeper. The term "Participant" shall include an individual,
          including a Retiree, who is not making deferrals but retains a
          Deferral Account in the Plan (including through the Predecessor Plan).

     (dd) "Plan" means the Wyeth Deferred Compensation Plan as set forth herein
          and as it may be amended and/or restated from time to time.

     (ee) "Plan Year" means the calendar year.

     (ff) "Predecessor Plan" means the American Home Products Corporation
          Deferred Compensation Plan, which was effective as of July 31, 1997,
          and which replaced and subsumed all Company sponsored deferral plans
          or programs that existed for members of a select group of management
          Employees prior to July 31, 1997.

     (gg) "Recordkeeper" means the entity selected by the Administrator from
          time to time to maintain records of the Deferral Accounts of
          Participants and provide administrative services.

     (hh) "Retiree" means an individual who is Retired.

     (ii) "Retirement", "Retire(s)" or "Retired" means separation from
          employment from the Company for any reason other than a leave of
          absence, death or Disability on or after the earlier of the attainment
          of (i) age sixty-five (65) or (ii) age fifty-five (55) with five (5)
          Years of Service.

     (jj) "Retirement Benefit" means the type and form of payments available to
          a Participant upon Retirement as described in Section 8(b).

     (kk) "Retirement Benefit Installment Payout Dates" means, with respect to a
          deferral made by a Participant, the first day of the calendar quarter
          elected (initially or upon re-deferral pursuant to Section 8(b)(3)) by
          the Participant for the commencement of installment payments and, in
          the case of annual installments, the anniversary dates thereof and, in
          the case of quarterly installments, the first day of each calendar
          quarter thereafter, in each case through the final installment payout
          date elected by the Participant with respect to such deferral;
          provided that the first of such dates shall be (A) with respect to
          Executive Retirement Payments, not less than twelve (12) months after
          the Participant's Retirement date and (B) with respect to all other
          Retirement Benefit payments, on or after the Participant's Retirement
          date; and provided, further, that the final installment payout date
          with respect to such deferral occurs (X) no earlier than the second
          anniversary of the first installment payment and (Y) no later than the
          earlier of (I) the quarter prior to the fifteenth anniversary of the
          first installment payment and (II) the fifteenth anniversary of the
          Participant's Normal Retirement Date.

     (ll) "Retirement Benefit Lump Sum Payout Date" means, with respect to a
          deferral made by a Participant, the first day of the calendar quarter
          elected (initially or upon re-deferral pursuant to Section 8(b)(3)) by
          the Participant for a lump sum


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          payout of a Retirement Benefit; provided that such date shall be (A)
          with respect to Executive Retirement Payments, not less than twelve
          (12) months after the Participant's Retirement date and (B) with
          respect to all other Retirement Benefit payments, on or after the
          Participant's Retirement date; and provided, further, that such date
          shall be no later than the fifteenth anniversary of the Participant's
          Normal Retirement Date.

     (mm) "Retirement Eligible" means a Participant who is an Employee and who
          has attained the earlier of (i) age sixty-five (65), or (ii) age
          fifty-five (55) with five (5) Years of Service.

     (nn) "Severance Payments" means severance payments (including pension
            enhancements) payable pursuant to Change in Control severance
            agreements entered into between Wyeth and members of the Finance
            Committee, Operations Committee, and other principal elected
            corporate officers and key Employees of Wyeth, which provide for
            severance benefits to such Employees in the event of their
            termination of employment following a Change in Control.

     (oo) "Short-Term Payout" means the type of payout available to a
          Participant as described in Section 8(a).

     (pp) "Short-Term Payout Date" means, with respect to a deferral made by a
          Participant, the first day of the calendar quarter elected by the
          Participant for payment of a Short-Term Payout; provided that such
          date shall be in a Plan Year which, in the case of an initial
          election, is at least three (3) but no more than fifteen (15) years
          after the end of the Plan Year in which the deferral occurs and in the
          case of a re-deferral pursuant to Section 8(a)(2), is at least three
          (3) but not more than fifteen (15) years after the date on which the
          Short-Term Payout, but for the re-deferral, would have been paid; and
          provided, further, that in each case such date shall be no later than
          the fifteenth anniversary of the Participant's Normal Retirement Date.

     (qq) "Subsidiary(ies)" means, as to any person, any corporation,
          partnership or joint venture, of which (or in which) such person,
          together with one or more of its subsidiaries, directly or indirectly
          owns more than fifty percent (50%) of the interest in the capital or
          profits of such corporation, partnership or joint venture.

     (rr) "Trust Agreement" means an agreement between the Trustee and Wyeth
          covering a grantor trust which Wyeth may, in its sole discretion,
          establish in connection with the Plan as described in Section 9(g).

     (ss) "Trustee" means the trustee named by Wyeth from time to time as the
          trustee for the Trust Agreement.

     (tt) "Wyeth ERP" means the Wyeth Executive Retirement Plan, as amended from
          time to time.


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     (uu) "Wyeth SERP" means the Wyeth Supplemental Executive Retirement Plan,
          as amended from time to time.

     (vv) "Wyeth SESP" means the Wyeth Supplemental Employee Savings Plan, as
          amended from time to time.

     (ww) "Year of Service" shall have the same meaning as in the Wyeth
          Retirement Plan.

     (xx) "Yearly or Quarterly Installment Method" means a yearly (or quarterly)
          installment payment over the number of years (or quarters) selected by
          the Participant in accordance with the Plan, calculated as follows:
          the Deferral Account of the Participant shall be calculated as of the
          close of business on the date of reference (or, if the date of
          reference is not a business day, on the immediately following business
          day). The date of reference with respect to the first yearly (or
          quarterly) installment payment dates shall be as provided in Section
          1(kk), and the date of reference with respect to subsequent yearly (or
          quarterly) installment payment dates shall be the anniversary date or
          dates thereof in the applicable year. The yearly (or quarterly)
          installment shall be calculated by multiplying the portion of the
          Deferral Account not allocated to the Deemed Interest Investment
          Option or the Market Interest Option by a fraction, the numerator of
          which is one (1), and the denominator of which is the remaining number
          of yearly (or quarterly) payments due the Participant. By way of
          example, if the Participant elects ten (10) yearly (or forty (40)
          quarterly) installment payments, the first payment shall be one-tenth
          (1/10) (or one-fortieth (1/40)) of the Deferral Account, calculated as
          described in this definition. For the following payment, the payment
          shall be one-ninth (1/9) (or one thirty-ninth (1/39)) of the Deferral
          Account, calculated as described in this definition.

               Section Two - DEFERRALS UNDER THE PREDECESSOR PLAN

Prior to April 1, 2001, Wyeth maintained the Predecessor Plan, which allowed
members of a select group of management or highly compensated employees to defer
receipt of various types of compensation. In addition, some of those employees
had separate non-qualified plan balances consolidated into the Predecessor Plan
as of the Original Effective Date. Except as otherwise provided herein, any
Participant who has a Deferral Account as of April 1, 2001 shall continue to
have that portion of his or her Deferral Account that is in existence as of that
date governed under the Plan by the distribution provisions of the Predecessor
Plan as elected by the Participant prior to April 1, 2001.

                   Section Three - PARTICIPATION IN THE PLAN

     (a)  Participation on the Amended and Restated Effective Date. A
          Participant in the Plan on the Amended and Restated Effective Date
          shall continue to be a Participant in the Plan.

     (b)  Participation after the Amended and Restated Effective Date. An
          Employee who is an Eligible Employee on the Amended and Restated
          Effective Date but not a Participant, or an Employee who first becomes
          an Eligible Employee after the


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          Amended and Restated Effective Date during a Plan Year, may commence
          participation in the Plan as set forth in Section 3(c) and (d) below.

     (c)  Enrollment Requirements. As a condition to participation, each
          Eligible Employee who elects to participate in the Plan shall
          complete, execute, and return to the Recordkeeper such forms as are
          required from time to time by the Administrator, and all such forms
          must be submitted to the Recordkeeper within thirty (30) days (or such
          other time period as the Administrator determines in its sole
          discretion) of the date that an Employee is first notified that he or
          she is an Eligible Employee. In addition, the Administrator may
          establish from time to time such other enrollment requirements as it
          determines in its sole discretion are appropriate.

     (d)  Commencement of Participation. Except as provided in Section 3(a)
          above, once an Eligible Employee has met all of the enrollment
          requirements set forth in the Plan, including returning all required
          documents within the specified time period, the Eligible Employee
          shall commence participation in the Plan on the first day of the month
          following the month in which the Eligible Employee completes all
          enrollment requirements; provided, however, that the Administrator may
          designate, in its sole discretion, another commencement date that is
          administratively reasonable. If an Eligible Employee fails to meet all
          of the enrollment requirements within the period required in
          accordance with Section 3(c), that Employee shall not be eligible to
          participate in the Plan again until the first day of the following
          Plan Year, again subject to timely delivery to and acceptance by the
          Recordkeeper of the required forms.

                    Section Four - DEFERRALS UNDER THE PLAN

     (a)  Deferral of Base Salary and/or Bonus Compensation.

          (1)  Subject to the following sentence, for each Plan Year, a
               Participant may designate a percentage of his or her Base Salary
               and/or Bonus Compensation that is payable in a Plan Year to be
               deferred in accordance with Section 6. To be eligible to make a
               deferral of Base Salary (but not Bonus Compensation) into the
               Plan, six percent (6%) of the amount of Base Salary elected must
               be deferred in accordance with the Plan for a Plan Year to be
               deferred under the Wyeth SESP for the same Plan Year in
               accordance with the Wyeth SESP's rules. The remaining elected
               deferral amount under the Plan shall then be deferred into the
               Plan.

          (2)  For each Base Salary and/or Bonus Compensation deferral (adjusted
               to reflect Investment Earnings/Losses with respect thereto), a
               Participant shall make appropriate distribution elections in
               accordance with Section 8 below with respect to such deferral
               amounts. Notwithstanding any provision of the Plan to the
               contrary, all elections shall be required to provide for the same
               Short-Term Payout Date, Retirement Benefit Lump Sum Payout Date
               or Retirement Benefit


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          Installment Payout Dates, as the case may be, for all deferrals of
          Base Salary and Bonus Compensation in the same Plan Year.

          (3)  A deferral election described above in this Section 4(a) with
               respect to any Plan Year may not be revoked by a Participant.

     (b)  Deferral of Severance Payments.

          (1)  A Participant may designate a percentage of any Severance Payment
               that is payable in a Plan Year to be deferred in accordance with
               Section 6; provided, however, that such designation shall be
               given effect only if the Participant is Retirement Eligible at
               the time of his or her termination of employment.

          (2)  For any Severance Payment deferral (adjusted to reflect
               Investment Earnings/Losses with respect thereto), a Participant
               shall make appropriate distribution elections in accordance with
               Section 8 below with respect to each such deferral.

     (c)  Deferral of Executive Retirement Payments.

          (1)  A Participant may designate a percentage of his or her Executive
               Retirement Payments to be deferred in accordance with Section 6;
               provided, however, that such designation may not be revoked by
               the Participant but shall be given effect only if the Participant
               is Retirement Eligible at the time of his or her termination of
               employment.

          (2)  For each Executive Retirement Payment deferral (adjusted to
               reflect Investment Earnings/Losses with respect thereto), a
               Participant shall make appropriate distribution elections in
               accordance with Section 8 below. A Participant shall be permitted
               to make a separate deferral election with respect to amounts
               transferred to the Plan from the Wyeth SERP, the Wyeth ERP and
               the Wyeth SESP.

     (d)  Minimum/Maximum Amount of Deferral. For each Plan Year, a Participant
          may elect to defer Base Salary, Bonus Compensation, Severance Payments
          and Executive Retirement Payments, if applicable, under Sections 4(a),
          4(b) and 4(c) in increments of at least one percent (1%) (unless the
          Administrator determines otherwise in its sole discretion) up to a
          maximum deferral of one hundred percent (100%) of each type of
          deferral the Participant elects to make with respect to that Plan
          Year.

                   Section Five - INVESTMENT EARNINGS/LOSSES

     (a)  Investment Earnings/Losses. Amounts allocated to a Deferral Account
          shall be deemed to have realized Investment Earnings/Losses based on
          the Investment Option or Options selected from time to time by the
          respective Participants. Such Investment Earnings/Losses shall be
          credited and debited to the Deferral


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          Accounts of Participants in accordance with the debiting and crediting
          provisions of Section 7(g).

     (b)  Market Interest Option. Unless the Committee determines otherwise, the
          Investment Options shall include the "Market Interest Option." The
          Market Interest Option shall credit Investment Earnings as follows:

          (1)  For amounts allocated to the Market Interest Option on or after
               the Amended and Restated Effective Date and prior to the DRI
               Closing Date, (I) at the rate of 10% per annum, compounded
               quarterly until the day prior to the Partial Termination Date and
               (II) at the Market Rate thereafter.

          (2)  For amounts allocated to the Market Interest Option on or after
               the DRI Closing Date, at the Market Rate.

                        Section Six - DEFERRAL ELECTIONS

     (a)  Deferral Elections. All deferrals made in accordance with Section 4
          shall be evidenced by the Participant's properly executing and
          submitting such Election Forms and other forms as may be required by
          the Recordkeeper in accordance with its rules and the rules set forth
          in this Section 6.

     (b)  Deferrals of Base Salary and/or Bonus Compensation. Except for a
          Participant's first year of Plan participation, a Participant's
          election to defer Base Salary and/or Bonus Compensation in accordance
          with Section 4(a) with respect to a particular Plan Year must be
          received by the Recordkeeper no later than the last day of the
          preceding Plan Year. For a Participant's first year of Plan
          participation, deferral elections must be made in accordance with
          Section 3(c) and shall only apply to Base Salary earned and Bonus
          Compensation first determined after the election. Each Participant
          must designate on the Election Form the timing and form of
          distribution of such Base Salary and/or Bonus Compensation (adjusted
          to reflect Investment Earnings/Losses with respect thereto) in
          accordance with the distribution options described in Section 8.

     (c)  Deferrals of Severance Payments. A Participant's election to defer a
          Severance Payment in accordance with Section 4(b) must be received by
          the Recordkeeper prior to the date the applicable Change in Control
          following which a Participant becomes entitled to receive such
          Severance Payment. The Participant must designate on the Election Form
          the timing and form of distribution of the Severance Payment (adjusted
          to reflect Investment Earnings/Losses with respect thereto) in
          accordance with the options described in Section 8.

     (d)  Deferrals of Executive Retirement Payments. A Participant's election
          to defer Executive Retirement Payments in accordance with Section 4(c)
          must be received by the Recordkeeper prior to the date of the
          Participant's Retirement. The Participant must designate on the
          Election Form the timing and form of such distribution of Executive
          Retirement Payments (adjusted to reflect Investment Earnings/Losses
          with respect thereto) in accordance with the options described in


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          Section 8. Notwithstanding any other provision of the Plan to the
          contrary, an election to defer such payments shall not apply to any
          payment scheduled to commence within twelve (12) months of such
          election.

                       Section Seven - DEFERRAL ACCOUNTS

     (a)  Establishment of Deferral Accounts. The Recordkeeper shall establish
          and maintain an individual Deferral Account under the Plan on behalf
          of each Participant by or on behalf of whom deferrals have been made
          under Section 4 to track the Investment Earnings/Losses or other
          elections applicable to the Deferral Account of the Participant. The
          Deferral Account of each Participant may have subaccounts established
          and maintained as appropriate to reflect the Investment Option(s)
          and/or distribution elections selected by the Participant.

     (b)  Crediting of Amounts Deferred. A Participant's Deferral Account shall
          be credited by the Recordkeeper for deferral amounts after such
          amounts are withheld and deferred pursuant to a Participant's
          elections on the appropriate Election Form with an amount equal to the
          amounts deferred by the Participant in accordance with Section 7(g).
          Such amounts shall be allocated among the available Investment Options
          in accordance with the selections made by the Participant among the
          Investment Options pursuant to Section 7(f).

     (c)  Crediting/ Debiting of Deferral Account. In accordance with Section
          7(g) and subject to the rules and procedures that are established from
          time to time by the Administrator and/or the Recordkeeper (which may
          or may not be in writing), Investment Earnings/Losses shall be
          credited or debited to a Participant's Deferral Account.

     (d)  Election of Investment Options. A Participant, in connection with his
          or her initial deferral election under the Plan or in connection with
          the amendment and restatement of the Plan, shall elect, on the
          Election Form(s), one or more Investment Option(s) as described in
          Section 7(f) below to be used to determine the additional amounts to
          be credited or debited to his or her Deferral Account. Such elections
          shall continue to apply to his or her Deferral Account unless changed
          in accordance with the next sentence. The Participant may (but is not
          required to) elect on any business day, by submitting an Election
          Form(s) to the Recordkeeper that is accepted by the Recordkeeper
          (which submission may take the form of an electronic or telephonic
          transmission, if required or permitted by the Administrator), to add
          or delete one or more Investment Option(s) to be used to determine the
          additional amounts to be credited or debited to his or her Deferral
          Account, or to change the portion of his or her Deferral Account
          allocated to each previously or newly elected Investment Option(s). If
          an election is made in accordance with the previous sentence, it shall
          apply the next business day (unless otherwise determined by the
          Administrator) and shall continue until the Participant makes any
          changes to those elections in accordance with the previous sentence.
          Notwithstanding the foregoing, except in accordance with Section 8(h),
          in no event may a Participant elect to add or delete the Deemed Rate
          of Interest as


                                       11
<PAGE>

          an Investment Option or add amounts to or transfer amounts from that
          Investment Option, once any Retirement Benefit payment as described in
          Section 8(b) has commenced. In addition to the blackout periods and
          other restrictions set forth in the Company's Securities Transactions
          Policy, as amended from time to time, the Company may impose such
          additional restrictions on transfers by Participants in the Company
          Stock Fund as it deems necessary or advisable in order to comply with
          federal or state securities laws (including, but not limited to Rule
          16b-3 of the Securities Exchange Act of 1934, as amended). Any
          Participant subject to such restrictions shall be notified by the
          Administrator or its delegate.

     (e)  Proportionate Allocation. In making any election described in Section
          7(d) above, the Participant shall specify on the Election Form(s), in
          percentage increments of at least one percent (1%) (unless the
          Administrator determines otherwise in its sole discretion) the
          percentage of his or her Deferral Account to be allocated to an
          Investment Option.

     (f)  Investment Options. The Administrator may, in its sole discretion,
          amend or change available Investment Options. Any discontinuation of
          an Investment Option shall not take effect prior to the first day of
          the calendar quarter that follows by at least thirty (30) days the day
          on which the Administrator generally gives Participants written notice
          of such change. If any Investment Option is discontinued, Participants
          having selected such Investment Option must designate another
          Investment Option for the portion by his or her Deferral Account
          allocated thereto within the timeframe designated by the
          Administrator. A Participant may elect any new Investment Option added
          by the Administrator ten (10) business days after being notified that
          the Investment Option was added. If the Recordkeeper receives an
          initial Election Form that it deems to be incomplete, unclear or
          improper, the Participant shall be deemed to have filed no direction
          with respect thereto. If the Recordkeeper receives a revised Election
          Form that it deems to be incomplete, unclear or improper, or fails to
          receive a revised Election Form when one is required to be filed, the
          Participant's Investment Option election then in effect shall remain
          in effect, except in the case of a discontinued Investment Option, in
          which case the Participant shall be deemed to have filed no direction
          with respect thereto. Effective as of the Amended and Restated
          Effective Date, if the Recordkeeper possesses (or is deemed to possess
          as provided in the previous sentence) at any time directions as to
          Investment Options of less than all of the Participant's Deferral
          Account, the Participant shall be deemed to have elected for the
          undesignated portion of his or her Deferral Account the Market
          Interest Option or such other Investment Option as determined by the
          Administrator in its sole discretion. Each Participant hereunder, as a
          condition to his or her participation hereunder, agrees to indemnify
          and hold harmless the Committee, the Administrator, and the Company,
          and their agents and representatives, from any losses or damages of
          any kind relating to the Investment Options made available hereunder.

     (g)  Crediting or Debiting Method. The performance of each elected
          Investment Option (either positive or negative) will be determined by
          the Recordkeeper, in


                                       12
<PAGE>

          accordance with the rules established by the Administrator in its sole
          discretion, based on the performance of the actual Investment Options
          themselves. A Participant's Deferral Account shall be credited or
          debited on each business day, or as otherwise determined by the
          Recordkeeper in accordance with the rules established by the
          Administrator in its sole discretion, as though: (i) the amounts of
          the Participant's deferral election were actually deferred no later
          than the close of business on the third business day after the day on
          which (x) such amounts were otherwise payable to the Participant as
          Base Salary, Bonus Compensation, or a Severance Payment and (y) in the
          case of Executive Retirement Payments the date of the Participant's
          Retirement; (ii) a Participant's Deferral Account was actually
          invested in the Investment Options(s) selected by the Participant, in
          the percentages elected by the Participant as of such date, at the
          closing price on such date; and (iii) any distribution made to a
          Participant that decreases such Participant's Deferral Account ceased
          being invested in the Investment Options(s), in the percentages
          applicable to such day, no earlier than three (3) business days prior
          to the distribution, at the closing price on such date.

     (h)  No Actual Investment. Notwithstanding any other provision of the Plan,
          the Investment Options are to be used for measurement purposes only,
          and a Participant's election of any such Investment Options, the
          allocation to his or her Deferral Account thereto, the calculation of
          additional amounts and the crediting or debiting of such amounts to a
          Participant's Deferral Account shall not be considered or construed in
          any manner as an actual investment of his or her Deferral Account in
          any such Investment Options. In the event that Wyeth, in its
          discretion, decides to invest funds in any or all of the Investment
          Options, no Participant shall have any rights in or to such
          investments themselves. Without limiting the foregoing, a
          Participant's Deferral Account shall at all times be a bookkeeping
          entry only and shall not represent any investment made on his or her
          behalf by Wyeth or the Trust. The Participant shall at all times
          remain an unsecured creditor of Wyeth.

                         Section Eight - DISTRIBUTIONS

     (a)  Short-Term Payouts.

          (1)  Commencement of Payment of Short-Term Payouts. In connection with
               each election to defer Base Salary and/or Bonus Compensation, a
               Participant may elect to receive a "Short-Term Payout" with
               respect to each such elected deferral. Each Short-Term Payout
               shall be a lump-sum payment equal to the deferred amount, plus or
               minus Investment Earnings/Losses debited or credited thereto in
               the manner provided in Section 7(g), determined at the time the
               Short-Term Payout becomes payable. Each Short-Term Payout elected
               shall be payable on the Short-Term Payout Date designated by the
               Participant on the Election Form with respect thereto. Short-Term
               Payouts shall be made as soon as practicable after the applicable
               Short-Term Payout Date elected by the Participant on the
               applicable Election Form; provided, however, that in no event
               shall such payment be made later than thirty (30) days after the
               relevant elected date.


                                       13
<PAGE>

          (2)  Re-Deferral of Short Term Payout. Notwithstanding anything in the
               Plan to the contrary, a Participant who is an active Employee,
               may, with respect to each elected Short-Term Payout, on a form
               designated by the Recordkeeper, elect (on one or more occasions)
               to re-defer such Short-Term Payout to another allowable
               Short-Term Payout Date; provided, however, that any such
               re-deferral election shall not apply (i) unless it is accepted by
               the Recordkeeper in accordance with the rules established by the
               Administrator in its sole discretion, and (ii) to any payment
               that would have been made under a prior election within twelve
               (12) months of the date of such new election. In the event that a
               scheduled Short-Term Payout, if paid, would (or in the judgment
               of the Administrator, acting in its sole discretion, would be
               reasonably likely to) result in the loss of deductibility for
               federal income tax purposes of any compensation paid by the
               Company due to the limitations of Section 162(m) of the Code in
               any given year, then the scheduled Short-Term Payout shall be
               automatically re-deferred for a period of three (3) years.
               Subject to the foregoing, the last Election Form accepted by the
               Recordkeeper shall govern the Short-Term Payout Date of that
               Short-Term Payout (adjusted to reflect Investment Earnings/Losses
               with respect thereto).

          (3)  Changing a Short-Term Payout to a Retirement Benefit. A
               Participant may change any Short-Term Payout election up to the
               date of Retirement to an allowable Retirement Benefit payout by
               submitting a new Election Form to the Recordkeeper; provided,
               however, that any such Election Form is (i) submitted at least
               twelve (12) months prior to the Retirement Benefit Lump Sum
               Payout Date or the initial Retirement Benefit Installment Payout
               Date, as the case may be, elected by the Participant, and (ii)
               accepted by the Recordkeeper in accordance with the rules
               established by the Administrator in its sole discretion;
               provided, further, however, that such election shall not apply to
               any payment that would have been made under a prior election
               within twelve (12) months of the date of such new election.

          (4)  Re-Deferral or Changing a Short-Term Payout on or after the
               Amended and Restated Effective Date. Notwithstanding anything to
               the contrary in the Plan, on and after the Amended and Restated
               Effective Date, a Short-Term Payout election made in accordance
               with Sections 8(a)(2) or 8(a)(3) shall not apply unless (i) no
               portion of the Participant's Deferral Account subject to such
               Short-Term Payout is allocated to the Deemed Interest Investment
               Option at the time of the election and (ii) the Participant
               waives the right to allocate any portion of such amount to the
               Deemed Interest Investment Option at any time on or after such
               election.

     (b)  Retirement Benefit Payout.

          (1)  Commencement of Retirement Benefit. A Participant who Retires
               shall receive, as a "Retirement Benefit", the portion of his or
               her Deferral Account that he or she has not elected to be
               distributed in the form of a Short-Term Payout, or that is not
               distributed in accordance with another provision of the Plan as a
               result


                                       14
<PAGE>

               of the Participant's death, Disability or termination of
               employment prior to Retirement.

          (2)  Time of Payment of Retirement Benefit. An active Participant, in
               connection with each type of deferral of Retirement Benefits,
               shall elect to receive that deferral (adjusted to reflect
               Investment Earnings/Losses with respect thereto) on either a
               Retirement Benefit Lump Sum Payout Date or on Retirement Benefit
               Installment Payout Dates elected by such Participant. A
               Participant may change any Retirement Benefit payout election up
               to the date of Retirement to an allowable alternative Retirement
               Benefit payout date or dates by submitting a new Election Form to
               the Recordkeeper; provided that any such Election Form is (i)
               submitted at least twelve (12) months prior to the Retirement
               Benefit Lump Sum Payout Date or the initial Retirement Benefit
               Installment Payout Date, as the case may be, elected by the
               Participant, and (ii) accepted by the Recordkeeper in accordance
               with rules established by the Administrator in its sole
               discretion; and provided, further, that such election shall not
               apply to any payments that would have been made under a prior
               election or the terms of any other plan within twelve (12) months
               of the date of such new election. The last Election Form accepted
               by the Recordkeeper shall govern the payout date or dates of that
               Retirement Benefit (adjusted to reflect Investment
               Earnings/Losses with respect thereto).

          (3)  Re-deferral of Retirement Benefits. A Retired Participant may
               elect to re-defer Retirement Benefits prior to the commencement
               of any payments thereof to another allowable Retirement Benefit
               Lump Sum Payout Date or other allowable Retirement Benefit
               Installment Payout Dates; provided, however, that such
               re-deferral election shall not apply (i) to any Retiree to whom
               payment of any Retirement Benefit has already commenced and (ii)
               unless it is accepted by the Recordkeeper in accordance with the
               rules established by the Administrator in its sole discretion;
               provided, further, however, that such re-deferral election shall
               not apply to any payments that would have been made under a prior
               election or the terms of any other plan within twelve (12) months
               of the date of such new election.

          (4)  Form of Distribution of Retirement Benefits. A Participant, in
               connection with each deferral of Retirement Benefits, shall elect
               to receive the deferral (adjusted to reflect Investment
               Earnings/Losses with respect thereto) in a lump sum on a
               Retirement Benefit Lump Sum Payout Date elected by the
               Participant or in quarterly or yearly installment payments on
               Retirement Benefit Installment Payout Dates elected by the
               Participant. A Participant may change his or her election up to
               the date of Retirement to an allowable alternative form of payout
               by submitting a new Election Form to the Recordkeeper; provided,
               however, that any such Election Form is (i) submitted at least
               twelve (12) months prior to the Retirement Benefit Lump Sum
               Payout Date or the initial Retirement Benefit Installment Payout
               Date, as the case may be, elected by the Participant, and (ii)
               accepted by the Recordkeeper in accordance with rules established
               by the Administrator in its sole discretion; provided, further,
               however, that such election


                                       15
<PAGE>

               shall not apply to any payments that would have been made under a
               prior election or the terms of any other plan within twelve (12)
               months of the date of such new election. (Changes may not be made
               after Retirement except in accordance with Section 8(b)(3).) The
               Election Form last accepted by the Recordkeeper shall govern the
               form of a Retirement Benefit (adjusted to reflect Investment
               Earnings/Losses with respect thereto). Retirement Benefit
               payments shall be made as soon as practicable after the
               applicable Retirement Benefit Lump Sum Payout Date or Retirement
               Benefit Installment Payout Dates elected by the Participant on
               the applicable Election Form; provided, however, that in no event
               shall such payments be made later than thirty (30) days after the
               relevant elected dates.

          (5)  Installment Payments for Retirement Benefits Allocated to
               Investment Options (Other than the Deemed Interest Investment
               Option or the Market Interest Option). The amount of each
               installment payment with respect to the portion of a Deferral
               Account that is allocated to an Investment Option (other than the
               Deemed Interest Investment Option or the Market Interest Option)
               shall be determined by the Yearly Installment Method, if the
               Participant elected to receive annual installments or the
               Quarterly Installment Method, if the Participant elected to
               receive quarterly installments.

          (6)  Installment Payments for Retirement Benefits Allocated to the
               Market Interest Option. The amount of each installment payment
               with respect to the portion of a Deferral Account that is
               allocated to the Market Interest Option shall be determined by
               the following annuity methodology. The amount of each installment
               payment shall be calculated by the Recordkeeper as an annuity at
               the beginning of the installment payout period elected by the
               Participant and shall be recalculated each time there is a change
               in the Market Rate or the Participant transfers an amount into or
               out of the Market Interest Option, based on: (i) the balance of
               the applicable portion of the Participant's Deferral Account that
               is allocated to the Market Interest Option (adjusted to reflect
               interest at the Market Rate then in effect in accordance with
               clause (iii)) immediately following the date of the change in the
               Market Rate or the Participant's transfer as applicable, (ii) the
               number of remaining installments, (iii) the Market Rate in effect
               at the time of the calculation (assuming that the Market Rate
               will remain unchanged throughout the payout period), and (iv) a
               final value of the portion of the Participant's Deferral Account
               allocated to the Market Interest Option of zero dollars ($0).

          (7)  Installment Payments for Retirement Benefits Allocated to the
               Deemed Interest Investment Option. Subject to Section 8(h), the
               amount of each installment payment with respect to the portion of
               a Deferral Account that is allocated to the Deemed Interest
               Investment Option shall be determined by the following annuity
               methodology. The amount of each installment payment shall be
               calculated by the Recordkeeper as an annuity at the beginning of
               the installment payout period elected by the Participant, based
               on: (i) the balance of the applicable portion of the Deferral
               Account that is allocated to the Deemed Interest Investment
               Option (adjusted to reflect Deemed Interest with respect


                                       16
<PAGE>

               thereto) on the business day prior to the payout date of each
               installment, (ii) the number of remaining installments, (iii) the
               Deemed Rate of Interest then in effect, and (iv) a final value of
               zero dollars ($0). All amounts allocated to the Deemed Interest
               Investment Option will be distributed to Participants as soon as
               practicable following the Partial Termination Date pursuant to
               Section 8(h), and this Section 8(b)(7) will cease to be
               applicable on or after the Partial Termination Date.

     (c)  Payment Upon Separation From Service. Notwithstanding anything in the
          Plan to the contrary, in the event a Participant terminates employment
          with the Company for reasons other than Retirement, death or
          Disability, or in the event that any Subsidiary that employs a
          Participant ceases to be a wholly-owned Subsidiary of Wyeth, the
          entire balance of the Participant's Deferral Account (adjusted to
          reflect Investment Earnings/Losses with respect thereto) shall be
          distributed to the Participant in a single lump sum within ninety (90)
          days thereafter. The foregoing shall not apply in the case of a
          Participant who is Retirement Eligible as of his or her date of
          termination of employment or the date on which such Subsidiary ceases
          to be a wholly-owned Subsidiary of Wyeth, as the case may be.

     (d)  Payment Upon Death. Notwithstanding anything in the Plan to the
          contrary, in the event a Participant dies prior to the receipt of any
          or all of his or her Deferral Account, the balance of such account
          shall be distributed in a single lump sum to the Participant's
          Beneficiary(ies) within ninety (90) days following the date the
          Administrator is notified of his or her death.

     (e)  Acceleration of Payments.

          (1)  Acceleration of Payments Following a Change in Control.
               Notwithstanding anything in the Plan to the contrary, during the
               twenty-four (24) month period following a Change in Control, a
               Participant may elect to accelerate any or all payments not
               currently due under the Plan to a single sum payment to be made
               on (i) a date that is at least twelve (12) months subsequent to
               such election, without a penalty or forfeiture, or (ii) with the
               imposition of a withdrawal penalty equal to six percent (6%) of
               the accelerated payment, any date within twelve (12) months of
               such election. Payments shall be made as soon as practicable
               after the date elected for payment; provided, however, that in no
               event shall payment be made later than thirty (30) days
               thereafter.

          (2)  Acceleration of Payments with a Ten Percent Penalty.
               Notwithstanding anything in the Plan to the contrary, a
               Participant may elect at any time to accelerate any or all
               payments not currently due under the Plan to a single sum payment
               with the imposition of a withdrawal penalty equal to ten percent
               (10%) of the Participant's entire Deferral Account calculated
               immediately prior to the withdrawal. As of the date of the
               withdrawal, and for the remainder of the Plan Year, any Base
               Salary or Bonus Compensation deferral elections made by the
               Participant for the Plan Year in which the withdrawal occurs in
               accordance with Section 6(b) then in effect shall be cancelled
               with respect to any amounts not


                                       17
<PAGE>

               credited to the Participant's Deferral Account as of the date of
               the withdrawal. Payment of the withdrawn amount shall be made as
               soon as practicable after the date of the Participant's election;
               provided, however, that in no event shall payment be made later
               than thirty (30) days thereafter.

     (f)  Disability Waiver.

          (1)  Waiver of Deferral. A Participant who is determined by the
               Administrator to be suffering from a Disability shall be excused
               from fulfilling that portion of any current deferral election
               that would otherwise have been withheld for the Plan Year during
               which the Participant first suffers a Disability. During the
               period of Disability, the Participant shall not be allowed to
               make any additional deferral elections, but will continue to be
               considered a Participant for all other purposes of the Plan.

          (2)  Return to Work. If a Participant returns to employment with the
               Company after a Disability ceases, the Participant may elect to
               defer additional amounts in accordance with the Plan for the Plan
               Year following his or her return to employment or service and for
               every Plan Year thereafter while an Eligible Employee and
               Participant, provided such deferral elections are otherwise
               allowed and an Election Form is delivered to and accepted by the
               Recordkeeper.

          (3)  Continued Eligibility; Disability Benefit. A Participant
               suffering a Disability shall, for benefit purposes under the
               Plan, continue to be considered to remain a Participant to be
               eligible for the benefits provided for in this Section 8 in
               accordance with its provisions. Notwithstanding the above, the
               Administrator shall have the right to, in its sole discretion and
               for purposes of the Plan only, with respect to a Participant who
               has been determined to have suffered a Disability, pay out his or
               her Deferral Account balance in a lump sum.

     (g)  Other Distributions. Subject to Section 8(h), any distributions that
          are required to be made due to the provisions of the Predecessor Plan
          with respect to a type of deferral no longer eligible to be deferred
          as of the Amended and Restated Effective Date, shall be made in
          accordance with Section 2.

     (h)  Distribution on Partial Termination of Deemed Interest Investment
          Option. Notwithstanding anything to the contrary in the Plan, the Plan
          will partially terminate on the Partial Termination Date with respect
          to all amounts allocated to the Deemed Interest Investment Option on
          such date and each Participant will receive a cash lump sum payment as
          soon as practicable following the Partial Termination Date equal to
          the portion of his or her Deferral Account, if any, allocated to the
          Deemed Interest Investment Option on the Partial Termination Date. The
          provisions of this Section 8(h) shall supersede and replace any Plan
          election by a Participant to the contrary. Each Participant may elect
          on or before the DRI Election Date, by submitting a Partial
          Termination Election Form to the Recordkeeper that is accepted by the
          Recordkeeper, to transfer all or a part of the portion of his or her
          Deferral Account that is allocated to the Deemed Interest


                                       18
<PAGE>

          Investment Option to another Investment Option(s). The last Partial
          Termination Election Form accepted by the Recordkeeper by the DRI
          Election Date from a Participant shall revoke any and all prior
          Partial Termination Election Forms received by the Recordkeeper from
          such Participant and shall govern the Participant's election in
          accordance with this Section 8(h). No Partial Termination Election
          Form will be accepted by the Recordkeeper after the DRI Election Date
          and no Participant may revoke or amend a Partial Termination Election
          Form after the DRI Election Date. Any Base Salary deferrals that are
          credited to a Participant's Deferral Account after the DRI Election
          Date and on or before December 31, 2003 will be allocated
          proportionately in accordance with the Participant's election under
          this Section 8(h).

                          Section Nine - MISCELLANEOUS

     (a)  Funding of the Plan. The Plan is unfunded and Wyeth has no obligation
          to set aside, earmark, or place in trust any funds with which to pay
          its obligations under the Plan. Wyeth's obligation under the Plan
          shall not be secured in any way and a Participant's rights shall not
          be secured in any way and a Participant's rights shall in no way be
          preferred over the general creditors of Wyeth.

     (b)  Employment. Neither the Plan nor any agreement, document, form or
          instrument delivered or entered into pursuant hereto constitutes an
          employment contract between the Company and a Participant. Nothing
          herein or therein shall be construed to give a Participant the right
          to be retained in the service of the Company, nor interfere with the
          right of the Company to terminate or discipline a Participant at any
          time.

     (c)  Governing Law. The Plan shall be construed and interpreted under the
          laws of the State of New Jersey and applicable provisions of federal
          law.

     (d)  Taxes. The Company shall have the right to deduct from distributions
          otherwise payable from any deferral under the Plan any taxes required
          to be withheld under federal, state, or local law. For each Plan Year
          in which a deferral is being deducted for a Participant, the Company
          shall withhold from that portion of the Participant's Base Salary
          and/or Bonus Compensation that is not being deferred, in a manner
          determined by the Company, the Participant's share of FICA and other
          employment taxes on such deferral amounts. If necessary, the Company
          may reduce any amount deferred in order to comply with this Section.

     (e)  Non-Assignable. A Participant's right to receive the amounts in his or
          her Deferral Account under the Plan may not be anticipated, assigned
          (either at law or equity), alienated, pledged, encumbered, or
          subjected to attachment, garnishment, levy, execution, or other legal
          process, and any attempt to effect any of the foregoing shall be void.

     (f)  Minors and Incompetents. If the Administrator determines that any
          person to whom a payment is due hereunder is a minor or incompetent by
          reason of


                                       19
<PAGE>

          physical or mental disability, the Administrator shall have the power
          to cause the payments then due to such person to be made to another
          for the benefit of the minor or incompetent, without responsibility of
          the Company, the Committee, the Administrator or the Recordkeeper to
          see to the application of such payment, unless claim prior to such
          payment is made therefor by a duly appointed legal representative.
          Payments made pursuant to such power shall operate as a complete
          discharge of the Company, the Committee, and the Administrator.

     (g)  Trust Fund. In connection with the Plan, Wyeth may, but shall not be
          required to, establish a grantor trust for the purpose of accumulating
          funds to satisfy the obligations incurred by Wyeth under the Plan. At
          any time, Wyeth may transfer assets to the trust to satisfy all or
          part of the obligations incurred by Wyeth, subject to the return of
          such assets at a time as determined in accordance with the terms of
          such trust. Any assets of the trust shall remain at all times subject
          to the claims of creditors of Wyeth in the event of Wyeth's
          insolvency, and no asset or other funding medium used to pay benefits
          accrued under the Plan shall result in the Plan not being considered
          as "unfunded" under ERISA. Notwithstanding the establishment of the
          trust, the right of any Participant to receive future payments under
          the Plan shall remain an unsecured claim against the general assets of
          Wyeth.

     (h)  Severability. In the event any provision of the Plan shall be held
          illegal or invalid for any reason or the Committee shall determine
          that any provision of the Plan would cause any Participant to be in
          constructive receipt for federal or state income tax purposes of any
          portion of his or her Deferral Account, then such provision will be
          considered null and void and the Plan shall be constructed and
          enforced as if the provision had not been included in the Plan as of
          the date such provision was determined to be illegal, invalid or to
          have the potential to cause a Participant to be in constructive
          receipt of a portion of his or her Deferral Account. Notwithstanding
          anything in the Plan to the contrary, the Committee reserves the right
          to amend, modify, cancel or rescind any Participant election or other
          action taken under the Plan by a Participant with respect to such
          Participant's Deferral Account in the event the Committee determines
          that such election or other action is or would be prohibited by any
          applicable law or that such election or other action would cause any
          Participant to be in constructive receipt for federal or state income
          tax purposes of any portion of his or her Deferral Account under any
          such law.

     (i)  Beneficiary. Each Participant shall have the right, at any time, to
          designate his or her Beneficiary(ies) (both primary as well as
          contingent) to receive any benefits payable under the Plan upon the
          death of a Participant. The Beneficiary(ies) designated under the Plan
          may be the same as or different from the Beneficiary designation under
          any other plan of Wyeth in which the Participant participates. A
          Participant shall designate his or her Beneficiary(ies) by completing
          and signing the beneficiary designation form, and returning it to the
          Administrator or its designated agent. A Participant shall have the
          right to change his or her Beneficiary(ies) by completing, signing and
          otherwise complying with the terms


                                       20
<PAGE>

          of the beneficiary designation form and the Administrator's rules and
          procedures, as in effect from time to time. Upon the acceptance by the
          Administrator of a new beneficiary designation form, all Beneficiary
          designations previously filed shall be canceled. The Administrator
          shall be entitled to rely on the last beneficiary designation form
          filed by the Participant and accepted by the Administrator prior to
          his or her death. No designation or change in designation of a
          Beneficiary shall be effective until received and acknowledged in
          writing by the Administrator or its designated agent. If a Participant
          fails to designate a Beneficiary(ies) as provided above or, if all
          designated Beneficiaries predecease the Participant or die prior to
          complete distribution of the Participant's benefits, then the benefits
          remaining under the Plan to be paid to a Beneficiary shall be payable
          to the executor or personal representative of the Participant's
          estate.

     (j)  Insurance. Wyeth, on its own behalf or on behalf of the Trustee of the
          trust, and, in its sole discretion, may apply for and procure
          insurance on the life of some or all Participants, in such amounts and
          in such forms as Wyeth may choose. Wyeth or the Trustee of the trust,
          as the case may be, shall be the sole owner and beneficiary of any
          such insurance. The Participant shall have no interest whatsoever in
          any such policy or policies, and at the request of Wyeth shall submit
          to medical examinations and supply such information and execute such
          documents as may be required by the insurance company or companies to
          whom Wyeth has applied for insurance.

                        Section Ten - EMERGENCY BENEFIT

In the event that the Administrator, upon the written request of the
Participant, determines that the Participant has suffered an unforeseeable
financial emergency, the Administrator shall in accordance with the request of
the Participant (i) pay to the Participant as soon as possible following such
determination, an amount not in excess of the amount needed to satisfy the
emergency and any taxes payable on those amounts, and/or (ii) suspend any
deferrals required to be made to the Plan by the Participant. The Participant
making the request must document to the satisfaction of the Administrator that
the distribution of the amount requested is necessary to satisfy the financial
emergency and the amount requested is not in excess of the amount needed to
satisfy the emergency and the taxes payable on those amounts. For this purpose,
an "unforeseeable financial emergency" means an unanticipated emergency that is
caused by an event beyond the control of the Employee that would result in
severe financial hardship if the emergency distribution were not permitted and
would include (i) a sudden and unexpected illness or accident of the Participant
or a dependent of the Participant, (ii) a loss of the Participant's property due
to casualty, or (iii) such other extraordinary and unforeseeable circumstances
arising as a result of events beyond the control of the Participant, all as
determined in the sole discretion of the Administrator.

                  Section Eleven - ADMINISTRATION OF THE PLAN

The Plan shall be administered by the Administrator which shall have full
discretionary authority to interpret the Plan; to make all determinations as may
be necessary or advisable; and to adopt, amend or rescind any rules,
regulations, and procedures as it deems necessary or appropriate for


                                       21
<PAGE>

the administration of the Plan. The interpretations, determinations, actions,
and decisions of the Administrator shall be binding and conclusive for all
purposes and upon all persons. The Administrator may delegate part or all of its
responsibilities under the Plan to such party or parties as it may deem
necessary or appropriate.

                   Section Twelve - AMENDMENT AND TERMINATION

The Board of Directors may amend or revise the terms of the Plan from time to
time, or may discontinue the Plan, in whole or in part, at any time. However,
such amendment, revision or discontinuance of the Plan may not adversely affect
a Participant's benefit(s) accrued under the Plan prior to the date of such
action.

                      Section Thirteen - CLAIMS PROCEDURE

If a Participant does not receive the timely payment of the benefits that he or
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 ninety
(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 Committee or such entity or
person delegated such authority by the Committee. 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, and 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 13. If the
Administrator takes no action on a Participant's claim within ninety (90) days
after receipt by the Administrator, such claim shall be deemed to be denied for
purposes of the following appeals procedure. Any Participant 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 (3) 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 or any facts in support thereof; and

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


                                       22
<PAGE>

The Administrator shall act upon each appeal within sixty (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 one hundred and twenty (120) days after
the appeal is received. 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.


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<PAGE>


Wyeth

DEFERRED COMPENSATION PLAN


APPENDIX A

INVESTMENT OPTIONS


1.   Balanced Portfolio

2.   S&P 500 Index Portfolio or Total Stock Market Index Portfolio

3.   International Equity Portfolio

4.   Deemed Interest Option " a hypothetical investment option which earns
     interest at the Deemed Rate of Interest

5.   Company Stock Fund

6.   Market Interest Option

7.   Large Cap Value Portfolio

8.   Large Cap Portfolio

9.   Small Cap Value Portfolio