WYETH

                  RESTRICTED STOCK PERFORMANCE AWARD AGREEMENT
                      UNDER THE [YEAR] STOCK INCENTIVE PLAN

                                    DATE:
                                    NUMBER OF SHARES SUBJECT
                                    TO TARGET AWARD:


[Name]
[address]
[address]


     Under the terms  and  conditions  of this  Agreement  and of the  Company's
[year] Stock Incentive Plan (the "Plan"),  a copy of which has been delivered to
you and is made a part hereof, the Company hereby awards to you restricted stock
units (the  "Units")  representing  shares of the  Company's  Common  Stock (the
"Common Stock") subject to the  restrictions  set forth in this Agreement in the
amount set forth  above  (the  "Target  Award").  Upon the  satisfaction  by the
Company of certain  performance  criteria as  described  in  Paragraph 3 of this
Agreement, the Units will be converted into shares of the Company's Common Stock
subject to certain  restrictions  (the  "Restricted  Stock") or Common Stock, in
each case,  on the terms and  conditions  set forth  herein.  Except as provided
herein,  the terms used in this Agreement shall have the same meanings as in the
Plan.

     1. Rights as  Stockholders.  Prior to the  satisfaction  of the performance
criteria,  no shares of the Company's Common Stock represented by the Units will
be  earmarked  for you or your account nor shall you have any of the rights of a
stockholder  with  respect  to such  shares.  Upon  issuance  of the  shares  of
Restricted  Stock as of a Conversion Date (as defined herein) or Common Stock as
of a Determination Date (as defined herein), as the case may be, you will be the
owner of record of such  shares and shall  receive  either  (through  book-entry
form) a credit to an account  maintained  on your behalf or a stock  certificate
representing such shares of Common Stock and you 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,  subject,  in each  case,  to the  provisions  of
Paragraph 4 and, in the case of Restricted  Stock,  subject to the  restrictions
set forth in paragraph 2 and the legend described in paragraph 7. If you receive
any  additional  shares by reason of being the holder of Restricted  Stock under
this Agreement, all additional shares shall be subject to the provisions of this
Agreement and certificates (or book-entry  accounts) evidencing ownership of the
additional shares thereon shall bear the legend.

     2.  Restricted  Period.  You may not  sell,  transfer,  assign,  pledge  or
otherwise  encumber  or dispose of any Units  granted  hereunder  prior to their
conversion to Restricted  Stock or Common  Stock.  In addition,  with respect to
shares of Restricted  Stock which have been converted upon  satisfaction  of the
criteria set forth in Section 3(a) hereof, you may not sell,  transfer,  assign,
pledge, or otherwise  encumber or dispose of any such shares of Restricted Stock
during the period  (the  "Restricted  Period")  from the date of this  Agreement
through the last Conversion Date.

     3. Conversion to Restricted  Stock.  (a) At meetings of the Committee to be
held  within  60 days  after  the end of each of the  current  year  and the two
immediately  succeeding years or at such other time or times as the Committee in
its  discretion  deems  appropriate,  the  Committee  shall  compare the EPS (as
defined  below) for such year with the EPS Target  (as  defined  below) for such
year (the date on which each such determination is made being referred to herein
as a  "Conversion  Date").  If,  on the  date of  such  meeting,  the  Committee
determines that, with respect to the preceding year:

     (i)  EPS is less than 92.5% of the EPS Target, then all rights with respect
          to one-third of the Target Award (the "Annual Target Amount") shall be
          subject to subparagraph 3(b) below;

     (ii) EPS is greater  than or equal to 92.5% of the EPS Target and less than
          or equal to 97% of the EPS Target,  then Units representing 75% of the
          Annual Target Amount shall be converted into Restricted  Stock and all
          rights with  respect to the  remaining  portion of such Annual  Target
          Amount shall be subject to subparagraph 3(b) below;

     (iii)EPS is greater  than 97.5% of the EPS Target and less than or equal to
          102.5% of the EPS Target,  then Units  representing  the entire Annual
          Target Amount shall be converted into Restricted Stock; and

     (iv) EPS is greater than 102.5% of the EPS Target,  then Units representing
          the entire  Annual Target  Amount shall be converted  into  Restricted
          Stock and you shall be  entitled  to  receive an  additional  grant of
          Restricted  Stock  representing  25% of the  Annual  Target  Amount (a
          "Bonus Award");  such additional  grant to be made by the Committee at
          such meeting.

     (b) In the event that,  with  respect to any one or more of the three years
covered by subparagraph  (a) above, all or a portion of the Annual Target Amount
is not converted to Restricted Stock on the applicable  Conversion Date pursuant
to subparagraph 3(a)(i) or (ii) above, or the Bonus Award is not earned pursuant
to  subparagraph  3(a)(iv) above (each,  an "Unearned  Bonus Award"),  the Units
represented  by such Annual Target Amount or portion  thereof,  if any, shall be
eligible for subsequent conversion to shares of Common Stock as provided in this
subparagraph  and the Unearned  Bonus Award shall also be eligible to be earned.
At a meeting of the  Committee to be held on a date within 60 days after the end
of (i) 2004,  with respect to the  unconverted  Annual  Target Amount or portion
thereof  relating to 2002, if any (the "2002 Amount")  and/or the  corresponding
Unearned Bonus Award, if any, (ii) 2005, with respect to the unconverted  Annual
Target Amount or portion  thereof  relating to 2003, if any (the "2003  Amount")
and/or the  corresponding  Unearned  Bonus Award,  if any, and (iii) 2006,  with
respect to the unconverted Annual Target Amount or portion thereof,  if any (the
"2004 Amount"), and/or the corresponding Unearned Bonus Award, if any, or in any
such  case  on  such  other  date  as  the  Committee  in its  discretion  deems
appropriate  (each, a  "Determination  Date") the Committee  shall determine the
Total  Shareholder  Return (as defined herein) of the Company and of each member
of the Peer Group (as defined herein),  and shall rank them  comparatively,  for
the years (x) 2002  through  2004,  with  respect  to the 2002  Amount  (and the
corresponding Unearned Bonus Award, if any), (y) 2003 through 2005, with respect
to the 2003 Amount (and the corresponding Unearned Bonus Award, if any), and (z)
2004  through  2006,  with  respect to the 2004  Amount  (and the  corresponding
Unearned Bonus Award,  if any),  and, in the event that the Company ranks within
the highest three, then the 2002 Amount,  the 2003 Amount or the 2004 Amount, as
the  case  may  be,  shall  be  converted  to  Common  Stock  on the  applicable
Determination  Date and/or you shall be entitled to receive the  Unearned  Bonus
Award, if any,  corresponding to such years, which award shall be granted by the
Committee at such meeting,  and if not, then such amounts shall be forfeited and
all rights thereto shall be surrendered to the Company.

     (c)  Notwithstanding  anything to the contrary contained in this Agreement,
Units shall be converted in whole numbers of shares only and, if necessary,  (i)
the Annual  Target  Amount shall be rounded up or down (A) to the nearest  whole
number  for the first two  years and (B) for the third  year to equal,  together
with the Annual Target  Amounts for the first two years,  the Target Award;  and
(ii) the  calculations  based upon such  amounts in  subparagraphs  3(a)(ii) and
3(a)(iv) above shall be rounded up or down to the nearest whole number.

     (d) As used in this Agreement, the term:

     (i)  "EPS"  for any year  means the  earnings  or net  income  per share of
          common  stock of the  Company  for such year,  adjusted to exclude the
          effect of extraordinary or unusual items of income or expense,  all as
          determined  in  good  faith  by  the  Committee  acting  in  its  sole
          discretion.

     (ii) "EPS Target" shall be $2.53 for 2002 and, for 2003 and 2004,  shall be
          the amount  established  by the  Committee  at a meeting to be held no
          later than March 1 of each such year; provided,  however,  that if for
          any reason the  Committee  shall  determine  that the EPS Target is no
          longer a practicable or appropriate measure of financial  performance,
          the Committee may take action to substitute  another financial measure
          as it deems appropriate under the circumstances.

     (iii)"Peer  Group"  shall  consist  of those  companies  listed  on Annex A
          attached  hereto  which  Annex may be  amended  from time to time as a
          result of circumstances, e.g., merger, consolidations, etc., deemed by
          the Committee in its sole discretion to warrant such amendment.

     (iv) "Total  Shareholder  Return" for any company for any period shall mean
          the  percentage  change in the per share  stock  market  price of such
          company's  common stock (or  equivalent  security)  during such period
          (assuming  that  each  of  such  company's  per  share  dividends  are
          reinvested in such  security at the closing  market per share price as
          of  the  last  trading  day of  the  calendar  quarter  in  which  the
          ex-dividend  date for such dividend  occurs) which shall be calculated
          in good faith by the Committee acting in its sole discretion.

     4.  Restricted  Stock Trust.  (a) Subject to Paragraph 4(b) below,  you are
eligible  to make a  one-time  irrevocable  election  to cause  the  Company  to
contribute as of each Conversion Date and/or  Determination Date (as applicable)
the  shares of  Restricted  Stock or Common  Stock,  issuable  hereunder  to the
Restricted  Stock Trust (as defined  below) by completing  the form set forth on
Schedule A attached  hereto wherein such shares of stock shall be held,  subject
to claims of the Company's  creditors,  until delivery to you under the terms of
Paragraph 5 herein.  Subject to Paragraph  4(b),  below, if you do not make such
election, such shares shall be delivered to you as provided in Paragraph 5(a)(i)
of this Agreement.

     (b)  Notwithstanding  anything to the contrary contained in this Agreement,
if you are,  or, in the  judgment of the  Committee,  are expected to be a Named
Executive  Officer  with  respect  to any year in which a  Conversion  Date or a
Determination  Date  occurs,  then you will be deemed to have made the  election
under  Paragraph  4(a) above to have the  Restricted  Stock or Common Stock into
which Units shall be converted on such date and  thereafter  contributed  to the
Restricted Stock Trust.

     (c) For purposes of this Agreement:

     (i)  "Named  Executive  Officer" shall mean the Chief Executive  Officer of
          the Company or any of the four  highest  compensated  officers  (other
          than  the  Chief  Executive   Officer  of  the  Company)  whose  total
          compensation  payable is required to be reported to shareholders under
          the Securities Exchange Act of 1934, as amended (the "1934 Act"); and

     (ii) "Restricted  Stock Trust" means the trust fund  established  under the
          Restricted Stock Trust Agreement dated as of April 20, 1994 as amended
          (the "Trust  Agreement")  to  accommodate  the deferral of delivery of
          shares of Common Stock and/or  Restricted  Stock  represented by Units
          (and any dividends paid thereon) as provided in Paragraph  5(a)(ii) of
          this  Agreement,  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.

     5. Delivery of Shares of Common Stock. (a) Subject to Paragraphs 4 and 9 of
this Agreement,  as soon as practicable after the Restricted  Period, all shares
of Restricted  Stock  granted  hereunder  shall be cancelled and in  replacement
thereof,   or,  in  the  case  of  Units  converted  to  Common  Stock,  on  any
Determination Date following the termination of the Restricted Period, you shall
receive either (through  book-entry  form) a credit to an account  maintained on
your  behalf  or a  certificate  representing  the  Common  Stock  free  of  any
restrictive  legend other than as may be required by applicable state or federal
securities  law,  with such Common  Stock to be either (i) so  delivered  to you
promptly or (ii) if you have made or are deemed to have made the election  under
Paragraph 4 above, contributed to the Restricted Stock Trust, in which case such
shares shall be maintained in the  Restricted  Stock Trust and delivery shall be
deferred  in  accordance  with the  election  set forth on  Schedule  A attached
hereto,  or if either (1) no such election is made or (2) your  employment  with
the Company is terminated prior to Retirement for any reason (including  death),
delivery  shall be made on the first business day of the calendar year following
your termination of employment or as otherwise provided in the Trust Agreement.

     (b)  Notwithstanding  any other provisions  hereof, the number of shares of
Common Stock which shall be  delivered to you pursuant to Paragraph  5(a) either
directly  or from the  Restricted  Stock  Trust  shall be (i) the number of such
shares  which would have been  delivered in the absence of this  Paragraph  5(b)
minus (ii) the number of whole shares of Common  Stock  necessary to satisfy the
minimum federal, state and/or local income tax withholding obligations which are
imposed on the  Company by  applicable  law in respect of the  delivery  of such
award  as well as other  withholding  obligations  (e.g.,  Social  Security  and
Medicare)  which may be due and payable under  applicable law as of the lapse of
the Restricted Period as defined in Paragraph 2, whether or not delivery of such
shares  is  deferred  under  Paragraph  4 (and  which  may be  satisfied  by the
reduction  effected  hereby  in the  number  of  deliverable  shares),  it being
understood  that the value of the shares  referred to in clause (ii) above shall
be determined,  for the purposes of satisfying such withholding obligations,  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
designated date of delivery,  or on such other  reasonable basis for determining
fair market value as the Committee may from time to time adopt.

     6.  Termination of Employment.  (a) Subject to Section 7(f) of the Plan, in
the event of your termination of employment during the Restricted Period for any
reason other than death, Disability or Retirement,  you shall forfeit all rights
to all Units and Restricted Stock granted hereunder and you agree (i) to assign,
transfer,  and deliver the  Restricted  Stock and all rights to any  unconverted
Units to the Company and (ii) that you shall  cease to be a  shareholder  of the
Company with  respect to such  Restricted  Stock,  provided  the  Committee  may
provide  for a partial or complete  exception  to this  requirement  as it deems
equitable in its sole discretion.

     (b) In the event that your  employment is  terminated  due to Disability or
Retirement,  or in the event of your death,  vesting of all shares of Restricted
Stock  covered by the Target  Award and any related  Bonus Award and delivery of
the shares of Common  Stock of the Company  represented  thereby will be made to
you or your designated beneficiary or your legal representative, legatee or such
other person designated by an appropriate court as entitled to receive the same,
as the  case  may be,  on the  terms  and,  subject  to the  conditions  of this
Agreement, including Paragraph 3 above.

     7.  Legend.  Each  book-entry  or  certificate   evidencing   ownership  of
Restricted  Stock issued during the  Restricted  Period shall bear the following
legend:

               "These  shares  have been  issued  or  transferred  subject  to a
          Restricted  Stock  Performance  Award and are  subject to  substantial
          restrictions, including a prohibition against transfer and a provision
          requiring  transfer of these shares to the Company  without payment in
          the event of termination  of the  employment of the  registered  owner
          under certain  circumstances  all as more  particularly set forth in a
          Restricted Stock  Performance  Award Agreement dated April 25, 2002, a
          copy of which is on file with the Company."

     8.  Miscellaneous.  This Agreement may not be amended except in writing and
neither  the  existence  of the Plan and this  Agreement  nor the  Target  Award
granted  hereby shall create any right to continue to be employed by the Company
or its  subsidiaries  and  your  employment  will  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.

     9.  Compliance  With Laws. (a) 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 cause to be  delivered  any  Restricted  Stock 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
either (through  book-entry  form) by a credit to an account  maintained on your
behalf or by delivery of certificates  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 now in effect or as hereafter amended) or to take any
other  action in order to cause the  issuance  of such  shares  either  (through
book-entry  form) by a credit  to an  account  maintained  on your  behalf or by
delivery of certificates representing such shares to comply with any such law or
regulation.

     (b) If you are  subject to Section 16 of the 1934 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 1934 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.  Moreover,  in the event
the Plan and/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.


                               WYETH


                                By:
                                Vice President and Treasurer


Accepted and agreed to:


Name (Please Print)


Social Security Number


Signature


Date of Birth

                                                              SCHEDULE A


                                  ELECTION FORM

                    (To Be Completed in Conjunction with Your
                  Restricted Stock Performance Award Agreement)


I, , hereby make an election to defer distribution of all shares of Common Stock
or Restricted Stock issuable to me pursuant to the Restricted Stock  Performance
Award Agreement (the  "Agreement"),  less those shares  necessary to satisfy any
applicable  withholding  obligation under Paragraph 5(b) of the Agreement and to
cause the Company to contribute such shares to the Restricted  Stock Trust (with
any dividends  thereon to be reinvested under  BuyDIRECT,  a direct purchase and
sale plan for Wyeth Common Stock).

See Note Below

I, , hereby make an election to receive a distribution  of such number of shares
in the  Restricted  Stock  Trust under the  Agreement  to which I am entitled in
substantially equal annual installments over a period not to exceed ten years as
follows,  commencing  at the time  indicated  by my election as set forth below,
subject  to the  provisions  of the  Agreement,  including  Paragraph  5 thereof
(provided,  however,  that in the event of my death all  remaining  installments
shall be accelerated and promptly distributed):

Circle the number of annual installments:

2        3        4        5        6        7        8        9        10

Indicate your election:

Commencing after: ___  Retirement (as defined in the Plan)
                  ___  Specific date to commence distribution after my
                       Retirement Date but in no event shall any annual
                       installment be made after the tenth anniversary of
                       my Normal Retirement Date (age 65).  Indicate

                                    specific date:  ____________________
                                                    month/day/year

These elections shall be irrevocable upon execution of the Agreement.



Signature of Executive


Dated:


Witnessed:

NOTE: 1. If you are or are expected to be a Named Executive Officer with respect
to any year in which a Conversion Date or Determination Date occurs, you will be
deemed to have elected deferred distribution hereunder.

                             Beneficiary Designation

In the event of my death, I designate the following  beneficiary(ies) to receive
any shares of the Company's  Common Stock to be  distributed to me or which have
been deferred on my behalf to the  Restricted  Stock Trust under this  Agreement
together with any dividends thereon.




Beneficiary(ies)




Contingent Beneficiary(ies)




Signature of Executive


Dated:


Witnessed:


                                                                    Annex A

                                   Peer Group


                               Abbott Laboratories

                          Bristol-Myers Squibb Company

                              Eli Lilly and Company

                                Johnson & Johnson

                                Merck & Co., Inc.

                                   Pfizer Inc.

                           Schering-Plough Corporation