WYETH
                            DIRECTORS' DEFERRAL PLAN
                        (as amended on November 21, 2002)

                      SECTION 1. ESTABLISHMENT OF THE PLAN

     Effective May 1, 1997, there is hereby established a plan whereby Directors
of the  Company  who are not current  employees  of the Company may  voluntarily
defer  compensation (the "Deferred  Compensation"  portion of the Plan), and may
share in the long-term  growth of the Company (the  "Deferred  Stock" portion of
the  Plan).   Prior  to  May  1,  1997,  the  Company  maintained  the  Deferred
Compensation  portion of the Plan as a separate plan, The American Home Products
Corporation  Nonfunded  Deferred  Compensation  Plan for  Directors  (the "Prior
Plan").  The Plan is deemed to consist,  in part,  of the amounts held under the
Prior Plan and any election made by a Director under the Prior Plan,  unless and
until  amended by the  Director in  accordance  with this Plan,  shall remain in
effect under this Plan.

                             SECTION 2. DEFINITIONS

     When used in the Plan, the following  terms shall have the  definitions set
forth in this Section 2:

     2.1.  Average  Closing  Price.  The term "Average  Closing Price" means the
average  closing  market  price of the  Shares on the  Consolidated  Transaction
Reporting  System  for  the New  York  Stock  Exchange  for the  last  five  (5)
consecutive trading days on which at least one sale of Shares took place on such
System up to and  including  the day prior to the date of  determination  (i.e.,
Deferral Allocation Date or Dividend Allocation Date).

     2.2.   Beneficiary.   The  term  "Beneficiary"  means  the  beneficiary  or
beneficiaries (including any contingent beneficiary or beneficiaries) designated
by the Participant pursuant to Section 7.3 hereof.

     2.3. Board of Directors.  The term "Board of Directors"  means the Board of
Directors of the Company.

     2.4.  Company.  The terms  "Company"  or  "Wyeth"  mean  Wyeth,  a Delaware
corporation (as successor to American Home Products Corporation).

     2.5. Company Credit. The term "Company Credit" means an amount computed and
credited to a  Participant's  Deferred  Compensation  Account,  as  described in
Section 6.3, at an annual rate equal to ten percent (10%) compounded quarterly.

     2.6.  Compensation.  The term  "Compensation"  means the  retainer  and the
aggregate  of all fees for  service  and  attendance  at Board of  Director  and
committee  meetings to which a Director is entitled for services rendered to the
Company as a Director.

     2.7.  Deferral  Allocation Date. The term "Deferral  Allocation Date" means
the third Monday of any month, or if Shares are not traded on the New York Stock
Exchange on such third Monday of the month, the last day before the third Monday
of the month on which  Shares are traded on the New York  Stock  Exchange,  that
follows the date on which an amount deferred under the Plan would have been paid
in cash if a deferral election had not been made hereunder.

     2.8.  Deferred  Amount.  The term  "Deferred  Amount"  means the  amount of
Compensation  that a  Deferred  Compensation  Participant  elects  to  defer  in
accordance with Section 4 hereof.

     2.9.  Deferred  Compensation  Account.  The  term  "Deferred   Compensation
Account" means the account described in Section 6.1.

     2.10. Deferred Compensation  Participant.  The term "Deferred  Compensation
Participant"  means a Director who is not a current  employee of the Company and
who has  currently  or  previously  elected  to  defer  all or  part of  his/her
Compensation  pursuant to the Prior Plan or in accordance with Section 4 of this
Plan, and for whom a Deferred Compensation Account is currently maintained.

     2.11.  Deferred Stock  Participant.  The term "Deferred Stock  Participant"
means a Director who is not a current  employee of the Company and who becomes a
Participant in the Plan in accordance with Section 3 hereof.

     2.12.  Director.  The term  "Director"  means  each  member of the Board of
Directors.

     2.13.  Disability.  The term "Disability"  means the complete and permanent
inability of an  individual,  by reason of illness or  accident,  to perform the
individual's  duties as a Director.  The  determination  whether a Director  has
suffered a Disability  shall be made by the Board of  Directors  based upon such
evidence as it deems appropriate.

     2.14. Dividend  Allocation Date. The term "Dividend  Allocation Date" means
the first  Monday that (a) follows a Dividend  Payment Date and (b) is the third
Monday of a month.

     2.15.  Dividend  Payment Date. The term  "Dividend  Payment Date" means the
date as of which the Company pays a cash dividend on Shares.

     2.16.  Dividend  Record Date. The term "Dividend  Record Date" means,  with
respect to any  Dividend  Payment  Date,  the date  established  by the Board of
Directors as the record date for  determining  shareholders  entitled to receive
payment of the dividend on such Dividend Payment Date.

     2.17.  Individual  Accounts.  The term "Individual  Accounts" or "Accounts"
means the separate Deferred  Compensation Account and Share Accounts,  described
in Section 6 hereof,  which are established under the Plan for each Participant.
When used in the singular, the term shall refer to one of these accounts, as the
context requires.

     2.18.  Participant.  The  term  "Participant"  means  a  Director  who is a
Deferred Stock Participant, a Deferred Compensation Participant, or both, as the
case may be.

     2.19.  Plan. The term "Plan" means the Wyeth  Directors'  Deferral Plan, as
set forth herein and as it may be amended from time to time.

     2.20.  Prior  Plan.  The term  "Prior  Plan" has the  meaning  set forth in
Section 1 hereof.

     2.21.  Share.  The term "Share"  means a share of Common  Stock,  par value
$.33-1/3 per share, of the Company.

     2.22.  Share  Accounts.  The term "Share  Accounts"  means a  Participant's
Vested Share Account and Unvested Share Account.

     2.23. Share  Equivalents.  The term "Share  Equivalents"  means bookkeeping
entries credited to a Participant's Share Accounts and denominated in Shares.

     2.24.  Unvested Share Account.  The term "Unvested  Share Account" means an
account  consisting  of  amounts  transferred  under  Section  5.4 for which the
vesting  requirements of Section 5.5(ii) have not been satisfied,  and which are
denominated in Share Equivalents as described in Section 6.2.

     2.25.  Vested Share  Account.  The term  "Vested  Share  Account"  means an
account  consisting  of  amounts  transferred  under  Section  5.4 for which the
vesting  requirements  of Section  5.5(ii)  have been  satisfied  together  with
amounts deferred  hereunder,  and which are denominated in Share  Equivalents as
described in Section 6.2, and including any amounts  previously  maintained in a
Participant's  Unvested  Share  Account  which are  transferred  to such account
following  satisfaction of the vesting requirements described in Section 5.5(ii)
and any cash accruing  interest pending the next Quarterly  Deferral  Allocation
Date (as hereinafter defined).

     2.26. Year of Service.  The term "Year of Service" means each full year and
any partial year an individual  served as a Director.  For this purpose a "year"
is the  twelve-month  period  commencing with the first day of the  individual's
service as a Director of the Company both before and after the effective date of
the Plan.

                      SECTION 3. DEFERRED STOCK PARTICIPANT

     Each person who as of the effective date of this Plan is currently  serving
or who is hereafter elected or appointed to serve as a Director, as the case may
be,  who is not an  employee  of  the  Company,  and  who  elects  to  become  a
Participant  by making a deferral  under  Section 5.2, or for whom a transfer is
made under Section 5.4,  shall become a Deferred Stock  Participant.  A Deferred
Stock  Participant  shall cease to participate in the Plan when the  Participant
ceases to be a Director. For purposes of the Plan, a Director shall be deemed to
cease to be a  Deferred  Stock  Participant  on the first day of the month  next
following the month in which he/she last serves as a Director.

     SECTION 4. DEFERRED COMPENSATION PARTICIPANT

     Prior to the beginning of any calendar  quarter in each calendar  year, any
Director  who is not an  employee  of the  Company  may  defer  the  receipt  of
Compensation to be earned by the Director  during such calendar  quarter and the
ensuing calendar quarters by filing with the Company a written election that:

          (i) defers  payment of a designated  amount (of One  Thousand  Dollars
     ($1,000) or more) or a  percentage  of his/her  Compensation  for  services
     attributable to such calendar quarters (the "Deferred Amount");

          (ii) specifies the payment option selected by the Participant pursuant
     to Section 7.2 hereof for such Deferred Amount; and

          (iii) specifies the options  selected by the  Participant  pursuant to
     Section 5 hereof for such Deferred Amount.

     The amount  deferred  may not exceed the  Director's  Compensation  for the
period of deferral.  Notwithstanding the foregoing, any individual who is not an
employee of the  Company,  and who is newly  elected or  appointed to serve as a
Director  may,  not later  than  thirty  (30) days  after  his/her  election  or
appointment  as a  Director  becomes  effective,  elect in  accordance  with the
preceding  provisions  of this  Section 4, to defer the receipt of  Compensation
earned during the portion of the current  calendar  quarter that follows his/her
filing of the election  with the Company.  Any  elections  made pursuant to this
Section 4 shall be irrevocable  when made.  Notwithstanding  the foregoing,  the
Board  of  Directors  in its  sole  discretion,  may  make a  distribution  to a
Participant  under either  Section  7.2(i)(a) or 7.4. If a Participant  fails to
discontinue an election under Section 5 with respect to his/her  Deferred Amount
for a future period, the Participant's  current election shall remain in effect,
provided,  however, that the Participant may thereafter make a new election with
regard to a future period at any time in accordance  with the first paragraph of
this Section 4.

                SECTION 5. FORM OF DEFERRED COMPENSATION CREDITS

     5.1. Deferred Compensation Account.  Except with respect to the deferral of
Compensation for a quarter in which a Deferred  Compensation  Participant elects
to have all or a  percentage  of the  Deferred  Amount  credited  in  Shares  in
accordance with Section 5.2 hereof,  the Deferred Amount shall be denominated in
U.S. dollars and credited to the  Participant's  Deferred  Compensation  Account
pursuant to Section 6.1 hereof.

     5.2.  Shares.  Prior to the beginning of any calendar  quarter,  a Deferred
Compensation  Participant may elect, by filing a written election with the Board
of  Directors,  to have  all or a  percentage  of the  Deferred  Amount  for the
following  calendar quarter and/or ensuing calendar  quarters  credited in Share
Equivalents and allocated to the Participant's  Vested Share Account pursuant to
Section 6.2 hereof.  Any  elections  made  pursuant to this Section 5.2 shall be
irrevocable  when made. If a Participant  fails to discontinue an election under
this  Section 5 with  respect to his/her  Deferred  Amount for a future  period,
his/her current  election shall remain in effect,  provided,  however,  that the
Participant may thereafter make a new election with regard to a future period at
any time.

     5.3.  Transfer of Deferred  Compensation  Account Balance to Share Account.
Prior to the effective date of the Plan, a Deferred Compensation Participant may
elect to have all or a portion of his/her final credited  account balance in the
Prior  Plan ( i.e.,  the  balance  as of  April  30,  1997)  converted  to Share
Equivalents  and  credited  to the  Participant's  Vested  Share  Account.  Such
conversion  shall  take place as of May 1, 1997,  based on the  Average  Closing
Price as of May 1, 1997.

     5.4. Transfer of Present Value of Accrued Benefits Under Retirement Plan to
Share Account Prior to the effective  date of the Plan, a Deferred  Compensation
Participant  shall have allocated to his/her  Unvested  Share  Account,  or if a
Participant has satisfied the vesting  requirements set forth in Section 5.5(ii)
hereof,  to  his/her  Vested  Share  Account,  the  number of Share  Equivalents
(maintained  in  fractions  and  rounded to three (3) decimal  places)  having a
market value  (calculated  as set forth below)  equal to the  actuarial  present
value  as of May 1,  1997,  of the  amount  that  would  have  been  due to such
Participant  under the American Home Products  Corporation  Retirement  Plan for
Outside Directors at the time of his/her earliest  retirement date assuming that
the Participant  has then satisfied the vesting  requirements  thereunder.  Such
actuarial  present  value  calculation  shall be performed by the Company in its
discretion  and shall be  converted  to Share  Equivalents  and  credited to the
Participant's  Unvested  or  Vested  Share  Account,  as the case  may be.  Such
conversion  shall  take place as of May 1, 1997,  based on the  Average  Closing
Price as of that date.

     5.5. Vesting of Unvested Share Account.

          (i)  All  amounts  transferred   pursuant  to  Section  5.4  shall  be
     maintained  in a Vested Share  Account to the extent  vested at the time of
     transfer.  All  amounts  which are not vested  will be held in an  Unvested
     Share  Account  until the  Participant  shall have  satisfied  the  vesting
     requirements  set forth in Section  5.5(ii),  at which time such amounts in
     the  Participant's  Unvested Share Account shall be  transferred  from such
     Unvested  Share  Account  and  shall  become  a part of or be  added to the
     Participant's Vested Share Account.

          (ii) A Participant shall have satisfied the vesting  requirements upon
     completion  of at least ten (10) Years of  Service  and  attainment  of age
     sixty-five (65), provided,  however,  that a Participant who ceases to be a
     Director prior to attainment of age sixty-five  (65) with at least ten (10)
     Years of Service shall be deemed to have satisfied the vesting requirements
     upon the  first to occur of (1)  attainment  of age  sixty-five  (65),  (2)
     death, or (3) Disability.

                         SECTION 6. INDIVIDUAL ACCOUNTS

     The  Company  shall  maintain  Individual  Accounts  for  Participants,  as
follows:

     6.1. Deferred  Compensation  Account. The Company shall maintain a Deferred
Compensation Account in the name of each Deferred Compensation  Participant with
respect to any amounts  deferred under the Plan which the Deferred  Compensation
Participant  does not elect to have  credited in Share  Equivalents  pursuant to
Section 5.2 or 5.3 hereof.  The opening balance of each  Participant's  Deferred
Compensation  Account on the  effective  date of this Plan shall be equal to the
closing balance on the immediately  preceding date of the corresponding  account
maintained  on the  Participant's  behalf under the Prior Plan, if any, less any
portion of such account  converted  to Share  Equivalents  and  allocated to the
Participant's  Vested Share Account pursuant to Section 5.3 hereof. The Deferred
Compensation  Account  shall be  denominated  in U.S.  dollars,  rounded  to the
nearest  whole cent.  A Deferred  Amount  allocated  to a Deferred  Compensation
Account  pursuant  to  Section  5.1 hereof  shall be  credited  to the  Deferred
Compensation Account as of the Deferral Allocation Date.

     6.2. Share Accounts.  The Company shall maintain Share Accounts  consisting
of (i) a Vested  Share  Account and (ii) an Unvested  Share  Account.  The Share
Accounts shall be denominated in Share  Equivalents,  and shall be maintained in
fractions rounded to three (3) decimal places. Share Equivalents  allocated to a
Deferred  Stock  Participant's  Vested  Share  Account  in  accordance  with the
Participant's  election  under  Section  5.2  hereof,  shall be  credited to the
Participant's  Vested  Share  Account as of the  Deferral  Allocation  Date next
occurring  in  January,  April,  July or  October  (each a  "Quarterly  Deferral
Allocation Date"), provided that a Deferred Amount so credited shall be credited
with deemed  interest at the Company Credit rate  calculated in accordance  with
Section 6.3 from the actual Deferral  Allocation  Date, if different,  until the
day preceding the next Quarterly  Deferral  Allocation Date.  Share  Equivalents
and,  if  necessary,  fractional  Share  Equivalents,  shall  be  credited  to a
Participant's  Vested Share  Account  based on the Average  Closing Price at the
Deferral Allocation Date.

     6.3.  Accrual  of  Company  Credit.  The  Treasurer  of the  Company  shall
determine  the annual  rate of Company  Credit on or before  December 31 of each
calendar year. This rate shall be effective for the following calendar year. The
Company  Credit shall be compounded  and credited to each Deferred  Compensation
Account  as of the last day of each  calendar  quarter  for each  month (or part
thereof) that the Participant serves as a Director during such calendar quarter.
If a Participant  elects the payment  option under either  Section  7.2(i)(b) or
Section 7.2(i)(c) below, the Company Credit shall continue to be credited to the
Participant's account until distributed.

     6.4. Cash Dividends.  Cash dividends paid on Shares shall be deemed to have
been  paid  on the  Share  Equivalents  allocated  to each  Participant's  Share
Accounts and shall be treated as if the allocated Share  Equivalents were actual
Shares issued and  outstanding  on the Dividend  Record Date. An amount equal to
the amount of such  dividends  shall be  credited in Share  Equivalents  to each
Share Account as of each Dividend  Allocation  Date based on the Average Closing
Price at the Dividend Allocation Date.

     6.5.  Capital  Adjustments.  The number of Share  Equivalents  allocated to
Share  Accounts  shall  be  adjusted  by the  Board  of  Directors,  as it deems
appropriate,  to  reflect  stock  dividends,  stock  splits,  reclassifications,
spinoffs, and other extraordinary  distributions,  as if those Share Equivalents
were actual Shares.

     6.6. Account Statements. Within a reasonable time following the end of each
calendar  year,   the  Company  shall  provide  an  annual   statement  to  each
Participant.  The annual statement for each Participant  shall report the number
of  Share  Equivalents  credited  to each of the  Participant's  Share  Accounts
(together with the dollar amount of any cash accruing  interest pending the next
Quarterly Deferral  Allocation Date) and shall report the dollar amount credited
to the  Participant's  Deferred  Compensation  Account as of December 31 of that
year.

                          SECTION 7. PAYMENT PROVISIONS

     7.l.   Method  of  Payment.   All  payments  to  a  Participant  (or  to  a
Participant's  Beneficiary  or estate,  as the case may be) with  respect to the
Participant's  Deferred  Compensation  Account and Vested Share Account shall be
paid in cash only,  with Share  Equivalents  valued as set forth in Section  7.2
below.

     7.2. Payment Options

          (i) At the time  each  Director  elects  to make a  deferral  or,  for
     Participants  who are Directors on May 1, 1997, prior to the effective date
     of the Plan, the Participant  shall select a payment option with respect to
     the payment of the  Participant's  Individual  Accounts  from the following
     payment options:

               (a) a lump sum paid on the  first  business  day of the  calendar
          quarter following the calendar quarter in which the Participant ceases
          to be a Director;

               (b) payments in substantially  equal annual  installments  over a
          period  of  between  two (2) to ten  (10)  years,  as  elected  by the
          Participant  at the time  he/she  makes  his/her  election  under this
          paragraph (i)(b), commencing in January of the calendar year following
          the calendar year during which the Participant ceases to be a Director
          with Share  Equivalents  in the  Participant's  Vested  Share  Account
          treated as described in paragraph (iii) below; or

               (c) payments in annual  installments over a period of between two
          (2) to ten (10) years as elected by the Participant at the time he/she
          makes his/her  election  under this  paragraph  (i)(c),  commencing in
          January of the calendar year  following the calendar year during which
          the Participant ceases to be a Director, with Share Equivalents in the
          Participant's  Vested Share Account  treated as described in paragraph
          (iv) below.

          (ii) If the payment  option  described in  paragraph  (i)(a) above has
     been elected,  the amount of the lump sum with respect to the Participant's
     Deferred  Compensation Account shall be equal to the amount credited to the
     Participant's  Deferred Compensation Account as of the last business day of
     the calendar quarter  preceding the date of payment,  and the amount of the
     lump sum with respect to the  Participant's  Vested Share  Account shall be
     equal to the Average  Closing Price as of last business day of the calendar
     quarter  preceding  the date of payments  multiplied by the number of Share
     Equivalents  credited to the Participant's  Vested Share Account as of such
     date plus any cash accruing  interest  pending the next Quarterly  Deferral
     Allocation Date.

          (iii) If the payment  option  described in paragraph  (i)(b) above has
     been elected,  the value of the Participant's Vested Share Account shall be
     added to the amount in such  Participant's  Deferred  Compensation  Account
     based on the Average Closing Price at the date of the first payment and the
     amount of each  installment  with  respect  to the  Participant's  Deferred
     Compensation   Account   (including   the  amount   transferred   from  the
     Participant's  Vested Share Account and any cash accruing  interest pending
     the next Quarterly  Deferral  Allocation  Date) shall be paid annually,  in
     substantially equal installment amounts. The determination of the amount of
     substantially   equal  installment   payments  shall  be  a  fixed  annuity
     computation  determined based on the amount of the  Participant's  Deferred
     Compensation   Account   (including   the  amount   transferred   from  the
     Participant's  Vested Share Account) at the time of the first payment,  the
     annual  rate  of the  Company  Credit  at  that  time  and  the  number  of
     installments  selected,  assuming  compounding  of the Company  Credit on a
     quarterly basis.

          (iv) If the payment  option  described in  paragraph  (i)(c) above has
     been  elected,   the  amount  of  each  installment  with  respect  to  the
     Participant's  Deferred  Compensation Account and Vested Share Account (and
     any cash accruing interest pending the next Quarterly  Deferral  Allocation
     Date) shall be paid  annually,  in  installment  amounts.  The amount to be
     distributed annually with respect to Share Equivalents shall be computed by
     dividing the number of Share Equivalents in the Participant's  Vested Share
     Account by the number of installment payments selected,  with the resulting
     number of Share  Equivalents  paid in cash,  based on the  Average  Closing
     Price as of the December 31 preceding each date of payment.  Any additional
     amounts in respect of Share  Equivalents  relating to dividend  equivalents
     during the duration of installment payments shall be included with and paid
     as part of the last installment.

          (v) If the  Participant  fails to elect a payment  option,  the amount
     credited  to the  Participant's  Deferred  Compensation  Account and Vested
     Share Account  shall be  distributed  in a lump sum in accordance  with the
     payment option  described in paragraph (i)(a) and paragraph (ii) above. If,
     at the time a Participant ceases to be a Director, the amount credited to a
     Participant's   Deferred  Compensation  Account  and  the  value  of  Share
     Equivalents credited to a Participant's Share Accounts is less than $25,000
     in the aggregate,  the Board of Directors, in its sole discretion,  may pay
     out  the  amount  credited  to  such  Account  in a  lump  sum  as if  such
     Participant elected distribution under paragraph (i)(a) above.

          (vi)  Notwithstanding  the foregoing,  any amounts in a  Participant's
     Unvested Share Account at the time the Participant  ceases to be a Director
     shall be (a)  forfeited if the  Participant  has not completed at least ten
     (10) Years of Service, or (b) if the Participant has completed at least ten
     (10)  Years of  Service,  shall be paid to the  Participant,  in the manner
     selected in paragraph  (i)(a),  (i)(b),  or (i)(c) above, upon the first to
     occur  of  (1)  attainment  of age  sixty-five  (65),  or  (2)  Disability,
     provided, however, that if the payment option described in paragraph (i)(a)
     above has been selected,  the value of such Unvested Share Account shall be
     determined  based  on the  Average  Closing  Price  as of the  December  31
     preceding  the date of payment , and  thereafter  shall be treated as if it
     were  part  of the  Participant's  Deferred  Compensation  Account.  If the
     payment  option  described  in paragraph  (i)(b)  above has been  selected,
     payment shall be made in accordance with Section  7.2(iii).  If the payment
     option in paragraph  (i)(c) above has been selected,  payment shall be made
     in accordance  with Section  7.2(iv).  Notwithstanding  the foregoing,  any
     benefits in the Unvested Share Account at the date of a Participant's death
     shall be paid to the  Participant's  Beneficiary or estate, as the case may
     be, in accordance with Section 7.3.

     7.3. Payment Upon Death. Notwithstanding any other provision of the Plan to
the  contrary,  within a  reasonable  period  of time  following  the death of a
Participant,  the amount  credited to the  Participant's  Deferred  Compensation
Account and all of the Share  Equivalents  credited to the  Participant's  Share
Accounts  shall  be  paid  by the  Company  in a lump  sum to the  Participant's
Beneficiary.  For  purposes  of this  Section  7.3,  the amount  credited to the
Participant's  Deferred  Compensation Account, and the number and value of Share
Equivalents credited to the Participant's Share Accounts, shall be determined as
of the date of payment  using the  Average  Closing  Price.  A  Participant  may
designate  a  Beneficiary,  in  writing,  in a form  acceptable  to the Board of
Directors. A Participant may revoke a prior designation of a Beneficiary and may
also  designate  a  new  Beneficiary  without  the  consent  of  the  previously
designated  Beneficiary,   provided,  however,  that  such  revocation  and  new
designation  (if any)  are in  writing,  in a form  acceptable  to the  Board of
Directors, and filed with the Board of Directors before the Participant's death.
If the  Participant  does  not  designate  a  Beneficiary,  or if no  designated
Beneficiary  survives  the  Participant,  any  amount  not  distributed  to  the
Participant  during the  Participant's  life shall be paid to the  Participant's
estate in a lump sum in accordance with this Section 7.3.

     7.4. Payment on Unforeseeable Emergency. The Board of Directors may, in its
sole discretion, direct payment to a Participant of all or of any portion of the
vested portion of a  Participant's  Accounts,  notwithstanding  an election of a
payment option under Section 7.2 above,  at any time that the Board of Directors
determines that such Participant has an unforeseeable  emergency,  and then only
to the extent reasonably  necessary to meet the emergency.  For purposes of this
section,  "unforeseeable  emergency"  means  severe  financial  hardship  to the
Participant  resulting from a sudden and  unexpected  illness or accident of the
Participant  or of a dependent  of the  Participant,  loss of the  Participant's
property due to  casualty,  or other  similar  extraordinary  and  unforeseeable
circumstances  arising  as  a  result  of  events  beyond  the  control  of  the
Participant.

                         SECTION 8. OWNERSHIP OF SHARES

     A  Participant  shall have no rights as a  shareholder  of the Company with
respect to any Shares represented by the Share Equivalents described hereunder.

                     SECTION 9. PROHIBITION AGAINST TRANSFER

     The right of a Participant  to receive  payments  under the Plan may not be
transferred  except by will or applicable  laws of descent and  distribution.  A
Participant may not assign, sell, pledge, or otherwise transfer amounts to which
he/she is entitled hereunder prior to payment thereof to the Participant.

                         SECTION 10. GENERAL PROVISIONS

     10.1. Director's Rights Unsecured.  The Plan is unfunded.  The right of any
Participant  to receive  payments of cash under the provisions of the Plan shall
be an unsecured claim against the general assets of the Company.

     10.2.  Administration.  Except as otherwise  provided in the Plan, the Plan
shall be administered by the Board of Directors,  which shall have the authority
to adopt  rules and  regulations  for  carrying  out the Plan,  and which  shall
interpret,  construe,  and  implement the  provisions of the Plan.  This Plan is
intended to comply with Section 16 of the  Securities  Exchange Act of 1934,  as
amended  (the "Act") and the rules  promulgated  thereunder.  Any  election by a
Participant  which  would be in  violation  of the Act or the  rules  thereunder
causing  short-swing  liability shall be deemed  ineffective under the Plan, and
such election shall be deemed to be null and void.

     10.3.  Legal  Opinions.  The Board of  Directors  may  consult  with  legal
counsel,  who may be counsel for the Company or other  counsel,  with respect to
its  obligations  and duties  under the Plan,  or with  respect  to any  action,
proceeding, or any questions of law, and shall not be liable with respect to any
good faith  action  taken,  or  omitted,  by it  pursuant  to the advice of such
counsel.

     10.4.  Liability.  Any  decision  made or  action  taken  by the  Board  of
Directors,  or any employee of the Company or any of its  subsidiaries,  arising
out of or in connection with the construction,  administration,  interpretation,
or  effect  of the  Plan,  shall  be  absolutely  discretionary,  and  shall  be
conclusive  and binding on all parties.  Neither the Board of Directors  nor any
employee of the Company or any of its  subsidiaries  shall be liable for any act
or action hereunder,  whether of omission or commission,  by any other member or
employee or by any agent to whom duties in connection with the administration of
the Plan have been  delegated or, except in  circumstances  involving bad faith,
for anything done or omitted to be done.

     10.5.  Withholding.  The  Company  shall have the right to deduct  from all
payments  hereunder any taxes required by law to be withheld from such payments.
The  recipients of such payments  shall bear all taxes on amounts paid under the
Plan to the extent that no taxes are withheld  thereon,  irrespective of whether
withholding is required.

     10.6.  Legal  Holidays.  If any day on (or on or before) which action under
the Plan must be taken  falls on a  Saturday,  Sunday,  or legal  holiday,  such
action may be taken on (or on or before) the next  succeeding  day that is not a
Saturday,  Sunday, or legal holiday;  provided,  however, that this Section 10.6
shall not permit any action that must be taken in one calendar  year to be taken
in any subsequent calendar year.

               SECTION 11. AMENDMENT, SUSPENSION, AND TERMINATION

     The  Board of  Directors  shall  have the  right at any  time,  and for any
reason, to amend,  suspend, or terminate the Plan,  provided,  however,  that no
amendment,   suspension,  or  termination  shall  reduce  the  number  of  Share
Equivalents or the cash balance in an Individual Account.

                           SECTION 12. APPLICABLE LAW

     The Plan shall be governed by, and construed in accordance  with,  the laws
of the State of Delaware,  except to the extent that such laws are  preempted by
federal law.



<PAGE>


                           SECTION 13. EFFECTIVE DATE

     The  effective  date of this  Plan is May 1,  1997.  Nothing  herein  shall
invalidate or adversely affect any previous election, designation,  deferral, or
accrual in accordance with the terms of the Prior Plan that were in effect prior
to the effective date of this Plan.

                          SECTION 14. CHANGE IN CONTROL

     Upon the  occurrence  of a Change in Control,  all Accounts  under the Plan
that are not fully vested as of the date of such  occurrence (and which have not
previously   been   forfeited)   will   become   fully   vested.    Furthermore,
notwithstanding any prior election by a Participant to the contrary, at any time
following a Change in Control a Participant  may elect to accelerate  any or all
payments  due under  the Plan to a single  sum  payment  to be made on a date at
least twelve (12) months subsequent to such election;  provided,  however,  that
such an election may be made for an immediate  single sum payment,  in which six
percent  (6%) of the  amount of the  accelerated  payment  shall be  permanently
forfeited to the Company.  For purposes of this  provision,  a Change in Control
will be deemed to have occurred if:

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

          (ii) the  consummation of any merger or other business  combination of
     the Company,  sale or lease of the Company's  assets or  combination of the
     foregoing  transactions  (the  "Transactions")  other  than  a  Transaction
     immediately  following  which the  shareholders  of the  Company  who owned
     shares  immediately  prior to the  Transaction  (including  any  trustee or
     fiduciary  of any Company  employee  benefit  plan) own, by virtue of their
     prior ownership of the Company's  shares, at least 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 Company'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 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 or the board of  directors  of a  successor  to the
     Company.  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 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).