IN THE UNITED STATES DISTRICT COURT
                    FOR THE EASTERN DISTRICT OF PENNSYLVANIA

------------------------------------
                                    )
IN RE DIET DRUGS                    )
(PHENTERMINE/FENFLURAMINE/          )                MDL NO. 1203
DEXFENFLURAMINE) PRODUCTS           )
LIABILITY LITIGATION                )
                                    )
------------------------------------)
                                    )
THIS DOCUMENT RELATES TO:           )
ALL ACTIONS                         )
                                    )
------------------------------------)
SHEILA BROWN, et al. v. WYETH       )                CIVIL ACTION NO. 99-20593
(formerly American Home Products    )
Corporation)                        )








                       SIXTH AMENDMENT TO NATIONWIDE CLASS
                        ACTION SETTLEMENT AGREEMENT WITH
                       AMERICAN HOME PRODUCTS CORPORATION











Dated:   January 10, 2003





<PAGE>


     To facilitate the implementation of the Parties' intentions  underlying the
November 18, 1999  Nationwide  Class Action  Settlement  Agreement with American
Home Products  Corporation,  ("Settlement  Agreement"),  and to clarify  various
matters  arising  under the  Settlement  Agreement,  all for the  benefit of the
Settlement  Class,  it is hereby  stipulated  and agreed among the Parties that,
subject to the approval of the Trial Court, the Settlement  Agreement is amended
as follows:

     1. Clarification of "Claiming" Matrix Compensation Benefits. To clarify the
impact of the submission of a GREEN FORM to the Interim Claims Administrators or
the AHP Settlement  Trust,  the last sentence of Section IV.D.4.b [ASA p. 56] is
deleted and replaced in its entirety by the following:

               A Class  Member may not exercise a Back-End  Opt-Out  right after
               claiming any Matrix  Compensation  Benefits.  For this purpose, a
               Class  Member is  claiming  Matrix  Compensation  Benefits if the
               Interim Claims  Administrators and/or the Trust receive: (i) Part
               I of a GREEN FORM signed by the Class  Member (or  Representative
               Claimant  of such Class  Member);  and/or (ii) Part II of a GREEN
               FORM  signed by a physician  relating  to the Class  Member and a
               BLUE FORM signed by that Class Member (or Representative Claimant
               of  such   Class   Member)   in  which  the  Class   Member   (or
               Representative  Claimant of such Class Member) indicated a belief
               or assertion of a Matrix-Level condition.

     2.  Creation of the Sixth  Amendment  Opt-Out.  To address the issue of the
status of Class Members who have claimed Matrix Compensation  Benefits by May 3,
2003, if the Maximum Available Fund B Amount is reduced to $255 million or less,
the  following is added to the  Settlement  Agreement as Section  IV.D.5 [ASA p.
58]:

     5. SIXTH AMENDMENT OPT-OUT

          a.   ELIGIBILITY:   A  Class   Member  (a  Diet  Drug   Recipient   or
               Representative  Claimant of such Diet Drug  Recipient)  who would
               otherwise  qualify to exercise a right of Back-End  Opt-Out under
               Section  IV.D.4  if the  Class  Member  had  not  claimed  Matrix
               Compensation  Benefits,  and who has claimed Matrix  Compensation
               Benefits  (within the meaning of Section  IV.D.4.b)  on or before
               May 3, 2003,  is eligible to exercise a Sixth  Amendment  Opt-Out
               if: (i) the Trust has determined,  after audit of the claim, that
               the Class  Member  qualifies  for Matrix  Compensation  Benefits,
               including without  limitation that the Class Member satisfies the
               requirements of the Settlement  Agreement for medical eligibility
               for Matrix Compensation  Benefits;  (ii) the Class Member has not
               received  any  Matrix  Compensation  Benefits  from the  Trust or
               received payment of any settlement  amount from Wyeth;  (iii) the
               Maximum  Available  Fund B Amount at such time is $255 million or
               less, the Class Member's claim for Matrix  Compensation  Benefits
               was included in a Fund B Level Notice (as defined below),  a Fund
               B Quarterly Notice,  or Settlement Fund Quarterly  Notice,  and a
               Fund B Suspension (as defined  below) has occurred;  (iv) AHP has
               elected not to deposit  additional  funds into Fund B to pay such
               Class Member's Matrix  Compensation  Benefits;  and (v) the Class
               Member  agrees  in  writing  that if the Class  Member  files any
               action as a Sixth Amendment  Opt-Out,  the Class Member will name
               only AHP as the  defendant  and no other  defendants,  the  Class
               Member (and any  Derivative  Claimants of such Class Member) will
               be the sole  plaintiff(s)  in such  action,  and the Class Member
               will not agree to or cause  consolidation of such action with any
               other claims or actions (other than consolidation for purposes of
               pretrial  discovery  pursuant to 28  U.S.C.ss.  1407 or a similar
               state statute) and will dismiss such action if  consolidation  is
               nonetheless ordered by any court, subject to the right to re-file
               the action in conformity  with this Section  IV.D.4.c  within 120
               days of any such dismissal.

          b.   METHOD OF  EXERCISE:  Each Class  Member who wants to  exercise a
               Sixth Amendment  Opt-Out must do so by completing,  signing,  and
               timely submitting an ORANGE FORM #4 (in the form to be adopted by
               the Trust and the  Parties  if the  conditions  giving  rise to a
               Sixth  Amendment  Opt-Out  should  occur)  to the  Trust  and AHP
               postmarked no later than 120 days after the date of a notice from
               the Trust to the Class  Member that the Class  Member is eligible
               for the exercise of a Sixth Amendment Opt-Out.

          c.   EFFECT OF EXERCISE: The Sixth Amendment Opt-Out is subject to all
               the  provisions  of Section  IV.D.4.c  relating  to the  Back-End
               Opt-Out  and to the  additional  provisions  imposed  pursuant to
               Section IV.D.5.a(v) above.

          d.   IMPLEMENTATION OF THE SIXTH AMENDMENT OPT-OUT: To effectuate this
               Section  IV.D.5,  if  deposit by AHP into the Trust of the amount
               requested  in a  Fund  B  Quarterly  Notice  or  Settlement  Fund
               Quarterly Notice would reduce the Maximum Available Fund B amount
               to $255 million or less, the Trust shall notify AHP in writing of
               this  circumstance  at  the  time  that  it  issues  such  Fund B
               Quarterly  Notice or  Settlement  Fund  Quarterly  Notice and set
               forth the  amount  that if  deposited  would  cause  the  Maximum
               Available Fund B Amount to be reduced below $255 million (a "Fund
               B Level  Notice"),  and shall  identify the Class  Members  whose
               claims  form the  basis of the  Notice  and the  gross  amount of
               Matrix  Compensation  Benefits that the Trust finally  determined
               each Class  Member was entitled to be paid.  Within  fifteen days
               after  receipt of a Fund B Quarterly  Notice or  Settlement  Fund
               Quarterly Notice  accompanied by a Fund B Level Notice, AHP shall
               advise the Trust as to  whether  it  intends to deposit  the full
               amount requested in the Fund B Level Notice.  Any deposits by AHP
               of amounts  described  in a Fund B Level  Notice shall not reduce
               the Maximum  Available  Fund B Amount below $255 million.  If AHP
               fails to respond  timely to a Notice of Fund B Level or  notifies
               the  Trust  that it  does  not  intend  to pay  the  full  amount
               requested  in  the  Notice  of  Fund B  Level,  then  a  "Fund  B
               Suspension" has occurred. If a Fund B Suspension has occurred:

               (i)  AHP shall not be  entitled  to claim or receive  any Credits
                    under  Section  VII.A  unless such Credits have been claimed
                    and  applied to reduce the Maximum  Available  Fund B Amount
                    before the date of the  Notice of Fund B Level that  results
                    in a Fund B Suspension;

               (ii) Subject  to  Section   III.C.4  and  the  Settlement   Trust
                    Agreement,  within ten  Business  Days after the date of the
                    Fund B Suspension,  and in subsequent Fiscal Quarters within
                    ten  Business  Days  after  the  date of a Fund B  Quarterly
                    Notice  or  Settlement  Fund  Quarterly  Notice,  AHP  shall
                    deposit  into Fund B the portion of the amount  requested in
                    the Fund B Quarterly  Notice or  Settlement  Fund  Quarterly
                    Notice attributable to supplemental claims by eligible Class
                    Members for Matrix Compensation Benefits pursuant to Section
                    IV.C.3  ("Supplemental  Matrix Claims") as identified by the
                    Trust in the Fund B  Quarterly  Notice  or  Settlement  Fund
                    Quarterly Notice and to maintain the Administrative  Reserve
                    in Fund B pursuant  to Section  III.C.3,  with such  deposit
                    applied to reduce the Maximum  Available Fund B Amount,  and
                    the Trust shall pay such  Supplemental  Claims in accordance
                    with this Settlement Agreement;

               (iii)Within  ten  Business  Days  after  the  date of the  Fund B
                    Suspension,  and in subsequent  Fiscal  Quarters  within ten
                    Business Days after the date of a Fund B Quarterly Notice or
                    Settlement Fund Quarterly Notice, AHP shall elect in writing
                    to the  Trust  which,  if  any,  of the  claims  for  Matrix
                    Compensation  Benefits  identified  in the Fund B  Quarterly
                    Notice  or  Settlement  Fund  Quarterly  Notice as ready for
                    payment  shall be paid by the Trust,  and with such election
                    AHP shall deposit into Fund B the amounts necessary for such
                    payments.  Deposits  for this  purpose  shall not reduce the
                    Maximum Available Fund B Amount.

          e.   PROCESSING OF CLAIMS IF A FUND B SUSPENSION  OCCURS:  If a Fund B
               Suspension occurs, the Trust shall continue to process claims for
               Matrix  Compensation  Benefits to a Final  Determination for each
               Class Member who has filed a GREEN FORM with the Trust, and shall
               continue  to  provide  AHP  with  Fund  B  Quarterly  Notices  or
               Settlement  Fund Quarterly  Notices  stating the amount of Matrix
               Compensation Benefits subject to Final Determination by the Trust
               as of the  close  of the  Fiscal  Quarter  preceding  the  Fund B
               Quarterly Notice. Each such Fund B Quarterly Notice or Settlement
               Fund  Quarterly  Notice issued by the Trust to AHP shall identify
               each Class  Member whose claim for Matrix  Compensation  Benefits
               was  subject  to a Final  Determination  by the Trust  during the
               Fiscal Quarter  preceding the date of the Fund B Quarterly Notice
               and shall state the gross amount of Matrix Compensation  Benefits
               that the Trust finally  determines each Class Member was entitled
               to be paid. The provisions of Sections IV.D.5.d(ii) through (iii)
               above  shall  apply  to each  such  Fund B  Quarterly  Notice  or
               Settlement Fund Quarterly Notice.

     3. Notice of this Amendment.  After approval of this Sixth Amendment by the
Trial  Court,  the  Trust  may  transmit  a  written  notice of its terms to all
individuals  whose  names and  addresses  are  contained  in the Notice List (as
defined  in Section  VI.B.2 of the  Settlement  Agreement),  and shall post such
notice on the official  settlement  website,  www.settlementdietdrugs.com.  This
notice  must  be  approved  by the  Parties  and  the  Trial  Court  before  its
transmission  or posting.  Before  approval of this Sixth Amendment by the Trial
Court,  the Trust and the Parties may provide such notice of the pendency of the
Sixth Amendment as approved by the Trial Court.

     4. Approval of this Amendment.  The Parties shall promptly seek approval of
this Sixth  Amendment by the Trial Court.  This Sixth Amendment shall not become
effective  unless and until the Trial Court enters an Order approving this Sixth
Amendment  in its  entirety.  If such  approval  does  occur,  then  this  Sixth
Amendment  shall be binding on the  Parties  and shall  remain in full force and
effect; provided, however, that if Pretrial Order No. 2662, entered by the Trial
Court on November  26, 2002,  is at any time  modified or subject to a stay that
causes a material  reduction  in the  number of claims  for Matrix  Compensation
Benefits  subject to audit,  then this Sixth  Amendment at Wyeth's option (which
shall be  exercised  by Wyeth in  writing  within  thirty  days  after any event
triggering this section) shall become void and have no further force or effect.

     IN WITNESS WHEREOF,  the Parties have duly executed this Sixth Amendment to
Nationwide  Class  Action  Settlement   Agreement  between  AHP  and  the  Class
Representatives,  by their respective  counsel as set forth below,  effective on
January 10, 2003.



<PAGE>



WYETH (formerly AMERICAN HOME
 PRODUCTS CORPORATION)



<PAGE>



BY:_________________________________________
         Louis L. Hoynes, Jr.
         Executive Vice President and General Counsel



Date:  ________________________________


<PAGE>


<PAGE>


CLASS COUNSEL


FOR THE PLAINTIFFS' MANAGEMENT
COMMITTEE:



------------------------------------        -----------------------------------
Arnold Levin, Esquire                       Gene Locks, Esquire
LEVIN, FISHBEIN, SEDRAN & BERMAN            GREITZER & LOCKS
510 Walnut Street, Suite 500                1500 Walnut Street, 20th Floor
Philadelphia, PA 19106                      Philadelphia, PA 19102
215-592-1500                                800-828-3489

Date:  ___________________________          Date:  ___________________________



-----------------------------------         -----------------------------------
Michael D. Fishbein, Esquire                Sol H. Weiss, Esquire
LEVIN, FISHBEIN, SEDRAN & BERMAN            ANAPOL SCHWARTZ WEISS COHAN
510 Walnut Street, Suite 500                    FELDMAN & SMALLEY, P.C.
Philadelphia, PA  19106                     1900 Delancey Place
215-592-1500                                Philadelphia, PA  19103
                                            215-735-2098

Date:  ___________________________          Date:  ___________________________




-------------------------------------       -----------------------------------
Stanley Chesley, Esquire                    Charles R. Parker, Esquire
WAITE, SCHNEIDER, BAILESS & CHESLEY         HILL & PARKER
1513 Central Trust Tower                    5300 Memorial, Suite 700
Fourth & Vine Streets                       Houston, TX  77007-8292
Cincinnati, OH  45202                       713-868-5581
513-621-0267

Date:  ___________________________          Date:  ___________________________



<PAGE>


-------------------------------------
John J. Cummings, Esquire
CUMMINGS, CUMMINGS & DUDENHEFER
416 Gravier Street
New Orleans, LA  70130
504-586-0000

Date:  ___________________________


FOR SUBCLASS 1(a):                                   FOR SUBCLASS 1(b):



---------------------------------------     -----------------------------
Diane Nast, Esquire                         Richard Lewis, Esquire
ROD & NAST                                  COHEN, MILSTEIN, HAUSFELD
801 Estelle Drive                               & TOLL
Lancaster, PA  17601                        1100 New York Avenue, N.W.
712-892-3000                                Suite 500, West Tower
                                            Washington, D.C.  2005-3934
                                            (202) 408-4600

Date:  ___________________________          Date:  ___________________________



FOR SUBCLASS 2(a):                                   FOR SUBCLASS 2(b):



------------------------------------        -----------------------------------
Mark W. Tanner, Esquire                     R. Eric Kennedy, Esquire
FELDMAN, SHEPHERD & WOHLGELERNTER           WEISMAN, GOLDBERG, WEISMAN &
1845 Walnut Street, 25th Street                 KAUFMAN
Philadelphia, PA  19103                     1600 Midland Building
215-567-8300                                101 Prospect Avenue West
                                            Cleveland, OH  44115
                                            216-781-1111

Date:  ___________________________          Date:  ___________________________



<PAGE>



FOR SUBCLASS 3:



------------------------------------
Richard Wayne, Esquire
STRAUSS & TROY
The Federal Reserve Building
150 East 4th
Cincinnati, OH  45202-4018
513-621-2120

Date:  ___________________________