WYETH SAVINGS PLAN

                                Third Restatement
                             (As of January 1, 1997)

                          As Amended to March 11, 2002




<PAGE>

                                    SECTION 1

                                  INTRODUCTION

     This Plan shall be known as the "Wyeth Savings Plan" (the "Plan"). The Plan
became  effective as of April 1, 1985. In adopting this Plan, it was the purpose
of Wyeth and other  participating  Employers to  encourage  Employees to save by
providing a program of matching  contributions  by the  Employer  equal to fifty
percent  (50%) of salary  deferral  and after tax  contributions  of up to 6% of
covered  compensation.  The Plan has  been  designed  to  provide  benefits  for
eligible  Employees  upon their  retirement,  or  termination of service and for
their  beneficiaries  in the  event of their  death.  The  Plan is  amended  and
restated  effective  January 1, 1997,  unless otherwise noted herein,  to comply
with the Uruguay Round  Agreements  Act of 1994 ("GATT");  the Uniform  Services
Employment and Reemployment  Rights Act of 1994  ("USERRA");  the Small Business
Job Protection  Act of 1996  ("SBJPA");  the Taxpayers  Relief Act of 1997 ("TRA
97"); the Internal  Revenue Service  Restructuring  and Reform Act of 1998 ("RRA
98");  and the  Community  Renewal Tax Relief Act of 2000 ("CRA")  (collectively
know as "GUST").

     Benefits for any  Participant,  or  Beneficiary  of such  Participant,  who
retired, died or terminated employment at any time prior to January 1, 1997 will
be determined  under the  provisions of the Plan as in effect on the date of the
Participant's retirement, death, or termination,  unless additional benefits are
specifically  provided by a subsequent  amendment to the Plan. The restated Plan
contained  herein  will  apply  to   Participants,   or  Beneficiaries  of  such
Participants,  who retire,  die or terminate  employment at any time on or after
January 1, 1997.

     Effective  March 11,  2002,  the Company  changed its  corporate  name from
American Home Products Corporation to Wyeth and the name of the Plan was changed
accordingly.



<PAGE>


                                    SECTION 2

                                   DEFINITIONS

     The terms used herein shall have the following  meanings unless a different
meaning is clearly required by the context:

     2.01 "Account" means the bookkeeping account of a Participant kept pursuant
to Section 5 which  consists  of  subaccounts,  including  the  Salary  Deferral
Account,  the Rollover Account,  the Matching Account,  and the QVEC Account and
the After Tax Contribution Account.

     2.02  "Adjustment  Factor"  means  the  cost of  living  adjustment  factor
prescribed by the Secretary of the Treasury under Section 415(d) of the Code for
years  beginning  after  December 31, 1987, as applied to such items and in such
manner as the Secretary shall provide.

     2.03  "Affiliate"  means any corporation  which is a member of a controlled
group of corporations  (as defined in Section 414(b) of the Code) which includes
the Company;  any trade or business (whether or not incorporated) which is under
common control (as defined in Section 414(c) of the Code) with the Company;  any
organization  (whether or not  incorporated)  which is a member of an affiliated
service  group (as  defined in Section  414(m) of the Code) which  includes  the
Company;  and any  other  entity  required  to be  aggregated  with the  Company
pursuant to regulations under Section 414(o) of the Code.

     2.04 "After Tax Contribution  Account" means the separate subaccount of the
Participant's Account credited with After Tax Contributions  pursuant to Section
4.1(b).

     2.05 "After Tax  Contributions"  means  contributions to the Plan made by a
Participant during the Plan Year pursuant to Section 4.1(b).

     2.06 " Code" means the Internal  Revenue Code of 1986, as amended from time
to time.

     2.07  "Committee"  means the Savings  Plan  Committee of the Company or its
designee which is provided for in accordance with Section 12 of the Plan.

     2.08  "Company"  means Wyeth,  a Delaware  corporation.  Prior to March 11,
2002,  the  term  Company  meant  "American  Home  Products  Corporation".   For
historical  purposes,  the term  "American Home Products  Corporation"  has been
retained where applicable.

     2.09 "Covered  Compensation" means a Participant's  regular salary or wages
for services rendered to the Employer,  including overtime,  sales bonuses,  and
commissions,  the amount of elective  deferrals  made pursuant to Section 125 of
the Code and the amount of Salary Deferral  Contributions made by an Employer on
behalf of a Participant to the Plan. Covered Compensation does not include other
deferred  compensation,  amounts  realized  from the exercise of a  nonqualified
stock option or premature distribution of an incentive stock option or the lapse
of  restrictions  applicable  to  restricted  stock or other  property,  amounts
realized from the sale,  exchange or other disposition of stock acquired under a
qualified stock option or incentive  stock option,  premiums for group term life
insurance,  other amounts  which  receive  special tax treatment or any benefits
derived from the Company's Performance Incentive Award Program or other bonus or
award programs.  Beginning with the Plan Year commencing on January 1, 1989, for
purposes of the Plan, the annual Covered  Compensation of any Participant  shall
not exceed  $200,000  multiplied by any cost of living factor  prescribed by the
Secretary of the Treasury under Section  415(d) of the Code.  Beginning with the
Plan Year  commencing on January 1, 1994,  for purposes of the Plan,  the annual
Covered   Compensation  of  any  Participant  shall  not  exceed  the  OBRA  '93
Compensation which shall equal $150,000  multiplied by any cost of living factor
prescribed by the Secretary of the Treasury under Section  401(a)(17)(B)  of the
Code.

     Effective for Plan years  beginning on and after  January 1, 2002,  Covered
Compensation  shall be limited as provided under Section  401(a)(17) of the Code
as amended  from time to time.  For  purposes  of this  Section,  for Plan years
beginning  on and after  January  1,  2001,  Covered  Compensation  paid or made
available  during such Plan Year shall not include elective amounts that are not
includible in the gross income of the Employee by reason of Section 132(f)(4) of
the Code.

     2.10 "Continuous Service" means the aggregate of the period of elapsed time
between the commencement of an Employee's  employment by the Employer and his or
her Severance From Service,  provided that Continuous  Service shall include the
period  following a Severance  From Service if an Employee is  reemployed by the
Employer  within 12 months after such Severance From Service.  If the Employee's
Severance  From  Service  occurs  while the  Employee is  otherwise  absent from
employment, the period following such Severance From Service shall be counted as
Continuous  Service only if the Employee is reemployed by the Employer within 12
months following the commencement of such other absence from employment.

     However,  in the case of  determining  the  eligibility  of a part-time  or
seasonal  Employee  to  participate  in the Plan,  Continuous  Service  shall be
computed as follows:

          (i) The "initial eligibility  computation period" shall consist of the
     12-consecutive  month  period  beginning  on the  first  day for  which the
     part-time  or seasonal  Employee is credited  with One Hour of Service (the
     "Employment  Commencement Date.") If such part-time or seasonal Employee is
     credited with 1,000 or more Hours of Service  during such initial  12-month
     period, he or she shall be credited with one year of Continuous Service.

          (ii) Thereafter,  Continuous Service shall be computed on the basis of
     each Plan Year during which the part-time or seasonal  Employee is credited
     with 1,000 or more Hours of Service  during such Plan Year.  The first Plan
     Year shall begin with the Plan Year which includes the first anniversary of
     the part-time or seasonal  Employee's  Employment  Commencement  Date.  The
     computation  period  used for  measuring  eligibility  after  the  'initial
     eligibility  computation  period' will be used to measure breaks in service
     for eligibility to participate in the plan.

     2.11  "Employee"  means (i) any person  employed by the  Employer and shall
include a person other than a non-resident  alien as to the United States who is
not a Participant in the Plan, who is then currently  employed by the Company or
a Subsidiary  and who is then not currently  entitled to receive any  retirement
benefits or  disability  benefits for total and permanent  disability  under any
plan,  program,  contract,  or arrangement of the Company or any subsidiary,  or
deemed  totally  and  permanently  disabled  under  the  Plan,  and (ii)  Leased
Employees  within  the  meaning  of  Section  414(n)(2)  of the  Code.  The term
"Employee"  shall not include  any  individual  who  performs  services  for the
Employer and is  classified  or  designated by the Employer as a fee for service
worker or independent  contractor even if such individual is later  reclassified
as a common law  employee of the  Employer by a  government  entity,  a court of
competent  jurisdiction,  arbitrator  or other third party for any purpose.  The
term Employee shall also exclude Leased Employees.

     2.12  "Employer"  means the Company and any  Affiliate  which is a domestic
corporation not operating primarily in Puerto Rico.

     2.13 "Entry Date" means (1) for part-time  Employees,  the first day of any
calendar month  following 12 months of Continuous  Service and attainment of age
21 provided the Employee has submitted a completed  enrollment  form to the Plan
Administrator,  and (2) for full-time  Employees,  the first day of any calendar
month  provided the Employee has  submitted a completed  enrollment  form to the
Plan Administrator.

     2.14 "ERISA" means the Employee  Retirement Income Security Act of 1974, as
amended.

     2.15 "Former  Participant" means any person who terminates  employment with
the Company  and was at one time a  Participant  and who has not yet  received a
complete distribution of his or her Account from the Plan.

     2.16 "Fund" means the investment funds available to Participants  under the
Plan as  selected  by the Savings  Plan  Committee  and as listed on Schedule A,
which is attached hereto and incorporated herein by reference.

     2.17 "Highly Compensated Employee"

          (a) Effective for Plan Years  starting  after  December 31, 1996,  the
     term "Highly  Compensated  Employee"  includes  highly  compensated  active
     Employees and highly  compensated  former Employees.  A highly  compensated
     active Employee means any Employee who:

               (1) was a Five-Percent  Owner (as defined in section 416(i)(1) of
          the Code) at any time during the Look-Back  Year or the  Determination
          Year and applying the  constructive  ownership rules of Section 318 of
          the Code; or

               (2) for the Look-Back  Year, had (i) received  Compensation  from
          the  Employer  or  Affiliates  in excess of  $80,000,  and (ii) if the
          Employer so elects,  was in the Top-Paid  Group  during the  Look-Back
          Year.  The $80,000 amount is adjusted at the same time and in the same
          manner as under Code Section 415(d).

               In  determining  whether  an  Employee  is a  Highly  Compensated
          Employee for years  beginning in 1997, the above  definition  shall be
          treated as having been in effect for years beginning in 1996.

     A former Employee shall be treated as a Highly Compensated Employee if: (i)
such Employee was a Highly  Compensated  Employee  when such Employee  separated
from service,  or (ii) such Employee was a Highly  Compensated  Employee for any
Plan Year after attaining age 55.

     If the former Employee's  separation from service occurred prior to January
1, 1987, he or she is a Highly Compensated  Employee only if he or she satisfied
clause (a) of this Section or received Compensation in excess of $50,000 during:
(1) the year of his or her separation  from service (or the prior year);  or (2)
any year ending after his or her 54th birthday.

          (b) For the purposes of this Section, the following  definitions shall
     apply:  "Compensation"  means  compensation  within the  meaning of Section
     415(c)(3) of the Code.  This  determination  will be made without regard to
     Sections 125, 402(e)(3) or 402(h)(1)(B) of the Code.

               "Determination  Year"  means the Plan Year with  respect to which
          the determination of an individual's  status as a "Highly  Compensated
          Employee" (or Non-Highly Compensated Employee) is being made.

               "Look-Back  Year"  means the  period of twelve  (12)  consecutive
          months  immediately  preceding  the  Determination  Year  or,  if  the
          Employer  elects,   the  calendar  year  ending  with  or  within  the
          Determination Year.

               "Top-Paid  Group"  means that group of  Employees of the Employer
          and its Affiliates who, when ranked on the basis of compensation  paid
          during the  Determination  Year or Look-Back Year are among the twenty
          percent  (20%) of  Employees  receiving  the  greatest  amount of such
          compensation. Employees described in Section 414(q)(5) of the Code and
          the regulations promulgated thereunder shall be excluded.

     2.18  "Hour  of  Service"  with  respect  to any Plan  Year or  eligibility
computation period, shall include the following:

               (1) Each hour for  which an  Employee  is paid,  or  entitled  to
          payment,  for the  performance of duties for the Employer.  Such hours
          shall be credited to that Plan Year or eligibility  computation period
          in which such duties were performed.

               (2) Each hour for which back pay,  irrespective  of mitigation of
          damages,  is awarded or agreed to by the Employer,  exclusive of hours
          previously  credited under  subparagraph (1),  immediately above. Such
          hours shall be credited to that Plan Year or  eligibility  computation
          period  to  which  such  award or  agreement  pertains,  and  shall be
          computed and credited in the manner  prescribed  in  subparagraph  (3)
          immediately below.

               (3) Each hour for  which an  Employee  is paid,  or  entitled  to
          payment,  directly or  indirectly  (through an insurer,  trust fund or
          otherwise) by the Employer for a period of time during which no duties
          are performed  (irrespective  of whether he or she has ceased to be an
          Employee)  on  account  of  vacation,  holiday,  illness,  incapacity,
          disability,  layoff,  jury duty or leave of  absence,  subject  to the
          following:

               Notwithstanding  the foregoing,  (a) no more than 501 hours shall
          be credited for any such single continuous  period,  (b) no such hours
          shall be  credited  if such  payment is made  under a plan  maintained
          solely for the  purpose of  complying  with the  applicable  workmen's
          compensation,  unemployment  compensation and disability  compensation
          laws,  and (c) no such hours shall be credited  for any payment  which
          solely  reimburses  an  Employee  for  medical  or  medically  related
          expenses incurred by the Employee.

               The rules set forth in paragraphs  (b) and (c) of the  Department
          of Labor  Regulation  Section  2530.200b-2 are hereby  incorporated by
          reference.

               (4) Solely for purposes of determining  whether a One Year Period
          of Severance has occurred,  each hour (not in excess of 501 hours) for
          which the  Employee is absent from work and during which no duties are
          performed due to the  pregnancy of the Employee,  the birth of a child
          of the  Employee,  the  placement  of a child  with  the  Employee  in
          connection  with the  adoption of such child by the  Employee,  or the
          caring for such child for the period  immediately  following  birth or
          placement.  Any such  hour  shall  be  credited  to the  Plan  Year or
          eligibility  computation period in which such absence begins if, as of
          the date the absence begins,  the Employee has completed less than 501
          hours of service;  in any other case,  such hours shall be credited to
          the next Plan Year or eligibility computation period.

     2.19 "Matching Account" means that separate subaccount of the Participant's
Account credited with Matching Contributions under Section 4.5.

     2.20 "Matching Contributions" means the contribution by the Employer to the
Matching Account pursuant to Section 4.5.

     2.21  "Non-Highly  Compensated  Employee"  means an  Employee  who is not a
Highly Compensated Employee.

     2.22 "Normal  Retirement  Date" means the first day of the calendar  month
following the Participant's 65th birthday.

     2.23 "Participant" means an Employee who pursuant to the terms of Section 3
is eligible to participate under the Plan and who elects to so participate.

     2.24 "Plan" means the Wyeth Savings Plan.

     2.25 "Plan Year" means the calendar year.

     2.26 "Revaluation Date" means the date on which the Accounts under the Plan
are valued pursuant to Section 5.3.

     2.27 "Rollover  Account" means the separate  subaccount of a  Participant's
Account which is credited with Rollover Contributions pursuant to Section 4.11.

     2.28 "Rollover  Contribution"  means (1) an Eligible Rollover  Distribution
within the meaning of Section  402(c)(4) of the Code;  (2) a  contribution  by a
Participant  of a  distribution  received  from the  qualified  plan of  another
employer provided the Participant  makes the contribution  within 60 days of his
or her receipt of a distribution  which  satisfied the  requirements  of Section
402(c)(1) of the Code; or (3) a direct  transfer of the  Participant's  interest
from the trustee of a qualified  plan  maintained  by another  employer.  Before
accepting a Rollover Contribution, the Committee or its delegate may require the
Participant to furnish  satisfactory  evidence that the proposed  transfer is in
fact a Rollover  Contribution  which the Code permits a Participant to make to a
qualified plan. All Rollover  Contributions  shall be fully vested at all times.
In  addition,  such  Rollover  Contributions  must satisfy the  requirements  of
Section 4.11.

     2.29  "Salary  Deferral  Account"  means  the  separate   subaccount  of  a
Participant's  Account  which is  credited  with Salary  Deferral  Contributions
pursuant to Section 4.1(a).

     2.30 "Salary  Deferral  Contribution"  means the  contribution  paid by the
Employer  to the Trust,  at the  election  of the  Participant,  in lieu of cash
Compensation, which is credited to the Salary Deferral Account.

     2.31  "Severance  From Service" means the earliest of the following  dates:
(i) resignation,  (ii) discharge,  (iii) death or (iv)  retirement.  A Severance
From Service  shall also occur if an Employee  remains  continually  absent from
work (for any reason other than resignation,  discharge, retirement or death) on
the  first  anniversary  of the  first  day of  absence  (except  in the case of
military leave).

     2.32 "Trust" means the Trust established under Section 13 of the Plan which
Trust shall form a part of the Plan.

     2.33  "Trustee"  means  the  Trustee  designated  in  accordance  with  the
provisions of the Trust.

     2.34  "Trust  Fund"  means  the  assets of the Trust  which  shall  include
investments of the Participants' Accounts.

     2.35 "Wyeth Common Stock" means the common stock of Wyeth.



                                    SECTION 3

                                 PARTICIPATION

     3.1  General.  Each  Employee  who is employed in the United  States by the
Employer who is not a member of a recognized  collective bargaining unit (unless
there is a collective bargaining agreement making the Plan applicable to members
of such unit) and Employees  outside of the United States (except Employees of a
division or  subsidiary of the Company  operating  primarily in Puerto Rico) who
are covered by the Wyeth  Retirement  Plan - United  States shall be eligible to
participate  in the Plan when he or she has met the following  conditions.  Full
time  Employees  of the  Employer  who have  attained  age 21  (i.e.,  Employees
scheduled to work with the  Employer at least 1,000 hours in a 12-month  period)
will be  eligible  to  participate  in the Plan as of their date of hire if they
meet the other  requirements  of this  Section  3.1,  and part time and seasonal
Employees who have attained age 21 (i.e.,  Employees  scheduled to work with the
Employer  less than  1,000  hours in a  12-month  period)  will be  eligible  to
participate in the Plan after they work 1,000 hours or more in a 12-month period
with the Employer if they meet the other  requirements  of this Section 3.1. The
Employee must submit an election to include a salary deferral  agreement  and/or
authorization  for After Tax  Contribution,  investment  selection  form,  and a
beneficiary designation form. Such written election shall be filed no later than
15 days prior to the Entry Date unless otherwise determined by the Committee.

     3.2  Termination  of  Participation.  A  Participant  shall  cease  to be a
Participant  upon his or her  Severance  From  Service  and  having  received  a
distribution of his or her entire Accounts under the Plan.

     3.3  Reemployment.  A Former  Participant who is reemployed by the Employer
shall be  eligible  again to  participate  in the Plan as of the next Entry Date
following his or her date of  reemployment  provided that he or she has filed an
election with the Committee  described in Section 3.1. A former Employee who was
not a Participant and is reemployed  shall be eligible to participate when he or
she meets the requirements of Section 3.1.

     3.4 Collective Bargaining Agreements, Etc. If a Participant becomes covered
by a collective  bargaining agreement or is otherwise  transferred to a position
with the Employer  which makes him or her ineligible to participate in the Plan,
his or her  participation  in the Plan  shall  cease  but he or she shall not be
considered to have terminated  employment.  If such Employee subsequently ceases
to be covered by a collective  bargaining agreement or is otherwise  transferred
to a position  which makes them eligible to  participate,  he or she shall again
become eligible for participation.  Notwithstanding  the foregoing,  an Employee
who ceases to be a  Participant  upon being  covered by a collective  bargaining
agreement shall nonetheless  continue to be considered a Participant  solely for
purposes  of the loan  provisions  as set forth in Article 9 of the Plan and the
hardship distribution provision as set forth in Section 8.1.

     3.5 Leased Employees.  Any individual who is a Leased Employee,  within the
meaning of Section  414(n) of the Code, of an Employer  shall not be eligible to
participate in the Plan.  For purposes of determining  the number or identity of
Highly  Compensated  Employees  or for purposes of the pension  requirements  of
Section  414(n)(3)  of  the  Code,  employees  of  the  Employer  shall  include
individuals defined as Leased Employees.

               "Leased  Employee"  shall  mean a person  who is not a common law
          employee of the Employer or an Affiliate but who provides  services to
          the Employer or an Affiliate, and:

               (1) such services are performed  pursuant to an agreement between
          the   Employer   and  any  other   person  or  entity  (the   "Leasing
          Organization");

               (2)  the  person  performing  the  services  has  done  so  on  a
          substantially full-time basis for at least one (1) year; and

               (3) for Plan Years starting  before January 1, 1997, the services
          performed are of a type  historically  performed in the business field
          of the recipient by Employees; and

               (4) for Plan Years starting after December 31, 1996, the services
          are performed under the primary direction and control of the recipient
          of those services.  Notwithstanding the preceding  sentence,  the Plan
          shall not treat an  individual  as a Leased  Employee  if the  Leasing
          Organization  covers the individual by a money  purchase  pension plan
          with a nonintegrated  contribution  rate of at least ten percent (10%)
          of Covered Compensation,  and provides for immediate participation and
          full and immediate vesting,  provided that Leased Employees constitute
          less than twenty percent (20%) of the Company's Non-Highly Compensated
          Employees.


                                    SECTION 4

                                  CONTRIBUTIONS

     4.1 Salary Deferral Contributions and After Tax Contributions.

               (a) Each  Participant may authorize the Employer to contribute to
          the Trust on his or her  behalf a Salary  Deferral  Contribution  with
          respect  to each  Plan Year  which  shall be  allocated  to his or her
          Salary  Deferral  Account.  A  Participant  may elect to have a stated
          whole  percentage  from 1% to 16% of his or her  Covered  Compensation
          allocated to his or her Salary Deferral Account.  Such Salary Deferral
          Contributions  shall be paid by the  Employer  to the Trustee at least
          monthly and each  Participant's pay for such month shall be reduced by
          an identical amount.

               (b)  Before  a  contribution   is  made  as  a  Salary   Deferral
          Contribution, the Committee may, in its discretion, decide that if the
          Average Actual  Deferral  Percentage Test set forth in Section 4.9 may
          not be  met,  a  portion  or all of  such  contribution  for a  Highly
          Compensated  Employee that would  otherwise  have been  allocated as a
          Salary Deferral  Contribution shall in lieu thereof be allocated to an
          After Tax Contribution Account in accordance with a formula determined
          by  the  Committee.  Independent  of  his or  her  election  to  defer
          compensation  as a Salary  Deferral  Contribution,  a Participant  may
          elect to  contribute  on an after tax  basis a  portion  of his or her
          Covered  Compensation  to his or her  After Tax  Contribution  Account
          which,  subject to any  determination  made by the Committee to comply
          with  Section  4.10  shall  be  a  stated  whole   percentage  of  the
          Participant's  Covered Compensation for the Plan Year of not less than
          one percent (1%) nor more than sixteen percent (16%).

               (c) The  combination  of the Salary  Deferral  Contributions  and
          After Tax Contributions for any Participant shall not be less than one
          percent (1%) nor exceed  sixteen  percent  (16%) of the  Participant's
          Covered Compensation for the Plan Year.

     4.2 Maximum Amount of Salary Deferral Contributions.  The maximum amount of
Covered  Compensation  a  Participant  is permitted to defer during any calendar
year is limited to $7,000 as adjusted by the  Secretary of Treasury  pursuant to
Section 402(g)(5) of the Code.

     To the extent the  Committee  believes that a  Participant's  election of a
Salary Deferral  Contribution  will exceed the limits set forth in the preceding
paragraph,  before a contribution is made as a Salary Deferral  Contribution,  a
portion of or all of such  contribution that would otherwise have been allocated
as a Salary Deferral  Contribution  may in lieu thereof be allocated to an After
Tax Contribution Account.

     To the extent any Salary  Deferral  Contributions  in excess of the Section
402(g) of the Code are not  corrected as  indicated  above,  such excess  Salary
Deferral  Contributions,  plus any income and minus any loss allocable  thereto,
shall be distributed no later than April 15 to any  Participant to whose account
excess Salary Deferrals  Contributions  were assigned for the preceding year and
who claims Salary Deferrals Contributions for such taxable year.

     Excess Salary Deferrals  Contributions  shall be adjusted for any income or
loss in the same manner that  income/earnings  or loss is  calculated  under the
Plan.  However,  such income or loss may be calculated using a reasonable method
to be applied by the Committee on a uniform and non-discriminatory basis.

     4.3 Election of Salary Deferral  Contributions or After Tax  Contributions.
Each  Participant  electing to have the Employer  contribute  a Salary  Deferral
Contribution on his or her behalf or electing to make an After Tax  Contribution
shall file with the  Committee on prescribed  forms,  15 days prior to the Entry
Date, an election of the percentage of his or her Covered  Compensation  (within
the limits stated in and in accordance with the provisions of Section 4.1) to be
contributed  to his or her Salary  Deferral  Account  or After Tax  Contribution
Account by authorizing the Employer to withhold such amount from his or her pay.

     4.4 Vesting. A Participant shall be fully vested at all times in his or her
Account   attributable  to  his  or  her  Salary  Deferral   Account,   Rollover
Contribution  Account,  and After Tax Contribution  Account. A Participant shall
also be fully vested in his or her account  attributable  to his or her Matching
Account if he or she has five (5) or more years of  Continuous  Service.  If the
Participant has less than five (5) years of Continuous  Service, he or she shall
become vested in his or her Matching Account  according to the following vesting
schedule:



Years of Continuous Service                        Vesting Percentage

After 1 year                                            0%

After 2 years                                          25%

After 3 years                                          50%

After 4 years                                          75%

After 5 years                                         100%

     Regardless  of the number of years of  Continuous  Service,  a  Participant
shall be fully vested in his or her account, attributable to his or her Matching
Account,  and such benefit shall be non-forfeitable,  when he or she attains age
65  or  upon  his  or  her  death,  if  earlier.  If a  Participant  receives  a
distribution  from his or her Matching  Account prior to incurring 5 consecutive
One Year Periods of  Severance  and he or she is less than 100% vested in his or
her  Matching  Account at such time,  the vested  portion of his or her Matching
Account at any time thereafter shall be the  Participant's (1) vested percentage
of the  sum of  the  balance  of his or  her  Matching  Account  and  all  prior
distributions   from  his  or  her  Matching   Account,   minus  (2)  all  prior
distributions from his or her Matching Account.


     4.5 Matching Contributions.  The Employer shall contribute to each Matching
Account a Matching Contribution in an amount equal to 50% of up to the first six
percent  (6%) of Covered  Compensation  which the  Participant  elects to either
defer as a Salary Deferral  Contribution or make as an After Tax Contribution in
a Plan Year. Such Matching Contribution shall be contributed in cash.



     4.6 Matching  Contributions to be made from Earnings and Profits.  Matching
Contributions  shall only be made out of current income or accumulated  retained
earnings.  The Company and each Affiliate shall make Matching Contributions only
with respect to its own Employees, provided, however, that if the Company or any
Affiliate is prevented from making all or part of the Matching  Contribution for
any Plan Year by reason of insufficient  accumulated retained earnings as of the
close of such Plan Year,  then a  contribution  equal to the amount  which it is
prevented  from  making  for such year may be made by the  Company  if it is not
prevented  from  contributing  for such year.  The  foregoing  proviso  shall be
interpreted  in  accordance  with  Section  404(a)(3)(B)  of  the  Code,  unless
otherwise determined by the Company.



     4.7 Forfeitures. Forfeitures of amounts in the Matching Accounts due to the
fact that a Participant  is not fully vested in such amounts shall be applied to
reduce any subsequent Matching Contributions.

     4.8 Changes and Suspensions of Salary Deferral  Contributions and After Tax
Contributions.  A Participant  may by 15 days advance  written notice or by such
other method  acceptable to and approved by the Plan  Administrator,  change the
rate of Salary  Deferral  Contributions  and After Tax  Contributions  once each
calendar quarter during a Plan Year effective on the first pay day of any month.
A  Participant  may once each  calendar  quarter  during a Plan Year, by 15 days
advance written notice, elect to suspend all contributions to his or her Account
on the first day of any pay period, but he or she may not thereafter  recommence
contributions for a three month period.

     4.9 Limitation on Salary Deferral  Contributions in Accordance with Section
401(k) of the Code. With respect to Salary Deferral  Contributions,  the Average
Actual Deferral Percentage for Participants who are Highly Compensated Employees
for the Plan Year must meet either of the following tests:

               (i) it must not exceed the Average Actual Deferral Percentage for
          Participants  who are  Non-Highly  Compensated  Employees for the Plan
          Year multiplied by 1.25; or

               (ii) it must not exceed the Average  Actual  Deferral  Percentage
          for Participants who are Non-Highly Compensated Employees for the Plan
          Year  multiplied  by 2,  provided  that the  Average  Actual  Deferral
          Percentage for Participants who are Highly Compensated  Employees does
          not exceed the Average Actual Deferral Percentage for Participants who
          are Non-Highly  Compensated  Employees by more than two (2) percentage
          points or such lesser  amount as the  Secretary of the Treasury  shall
          prescribe to prevent the multiple use of this  alternative  limitation
          with respect to any Highly Compensated Employee.

     Notwithstanding any other provision of the plan, Excess Contributions, plus
any income and minus any loss allocable  thereto,  shall be distributed no later
than the last day of each  Plan  year to  Participants  to whose  accounts  such
Excess  Contributions  were  allocated  for  the  preceding  Plan  Year.  Excess
Contributions are allocated to the Highly Compensated Employees with the largest
amounts of Employer  contributions  taken into account in calculating the Actual
Deferral Percentage test for the year in which the excess arose,  beginning with
the  Highly  Compensated  Employee  with the  largest  amount  of such  employer
contributions   and  continuing  in  descending   order  until  all  the  Excess
Contributions have been allocated.  For purposes of the preceding sentence,  the
"largest amount" is determined after  distribution of any Excess  Contributions.
Excess Contributions (including the amounts recharacterized) shall be treated as
annual additions under the Plan. "Excess Contributions" shall mean, with respect
to any Plan Year, the excess of:

               a. The aggregate amount of employer  contributions actually taken
          into account in computing  the Actual  Deferral  Percentage  of Highly
          Compensated Employees for such Plan Year, over

               b. The  maximum  amount of such  contributions  permitted  by the
          Actual Deferral percentage test (determined by hypothetically reducing
          contributions made on behalf of Highly Compensated  Employees in order
          of the Actual Deferral Percentage,  beginning with the highest of such
          percentages).

     For purposes of this Section 4.9,  "Actual Deferral  Percentage"  means the
ratio (expressed as a percentage) of Salary Deferral  Contributions on behalf of
the Participant for the Plan Year to the Participant's compensation for the Plan
Year.  "Average Actual Deferral  Percentage"  means the average  (expressed as a
percentage) of the Actual Deferral  Percentages of the  Participants in a group.
"Participant"  for  purposes  of this  Section  4.9 and  Section  4.10  means an
Employee  eligible to participate  in the Plan,  regardless of whether he or she
elects to  participate.  "Compensation"  for  purposes  of this  Section 4.9 and
Section  4.10 means all the  compensation  received  during the Plan Year by the
Participant  from the Employer that is currently  includible in gross income for
income tax  purposes  (including,  but not limited to,  income  attributable  to
non-qualified  stock options or incentive  stock options,  regardless of whether
such income is  includible in gross income for the Plan Year in which the option
is  granted).  "Compensation"  for purposes of this Section 4.9 and Section 4.10
includes  the amount of any Salary  Deferral  Contributions  made by an Employee
during a Plan Year and income  under Code  Section  125 or  402(a)(8).  However,
"Compensation"  for  purposes of this  Section  4.9 and  Section  4.10 shall not
include any amounts received while an Employee is not a Participant.

     For purposes of this Section 4.9, the Actual  Deferral  Percentage  for any
Participant  who is a Highly  Compensated  Employee for the Plan Year and who is
eligible to have Salary Deferral  Contributions  allocated to his or her Account
under two or more plans or arrangements  described in Section 401(k) of the Code
that  are  maintained  by  the  Employer  or an  Affiliated  Employer  shall  be
determined as if all such Salary Deferral Contributions were made under a single
arrangement.

     The Actual Deferral Percentage test described above will be conducted using
the current year testing method provided,  however, that the Plan may be amended
at any time to change to the prior year testing  method in those  situations for
which such a change is approved in Internal  Revenue  Service  Notice 98-1 (Part
VII(A) or in subsequent guidance promulgated by the Secretary of the Treasury.

     In  the  event  it  is  determined  that  the  amount  of  Salary  Deferral
Contributions  made on behalf of Highly  Compensated  Employees would exceed the
limits  described  in this  Section  4.9,  the  amount of such  Salary  Deferral
Contributions  (and any related  income) which causes such limits to be exceeded
may,  to the  extent  permitted  under  Section  4.10,  be  recharacterized  and
allocated to the After Tax Contribution  Account,  in accordance with procedures
established by the Committee.  Also, such Salary Deferral Contributions (and any
related  income) may be refunded to Highly  Compensated  Employees in accordance
with  procedures  established by the Committee.  The decision as to whether such
Salary Deferral  Contributions  are to be  recharacterized  or refunded shall be
made by the Committee.

     The amount of Excess Salary Deferral  Contributions which is to be refunded
or recharacterized as After-Tax  Contributions  shall be determined as set forth
below for Plan  Years  commencing  after  December  31,  1996.  On or before the
fifteenth day of the third month following the end of each Plan Year, the Salary
Deferral  Contributions  of the Highly  Compensated  Employee  with the  highest
dollar  amount  of Salary  Deferral  Contributions  for that Plan Year  shall be
recharacterized or reduced until either all Excess Salary Deferral Contributions
have been distributed or until such Salary Deferral  Contributions  are equal to
the dollar amount of Salary  Deferral  Contributions  of the Highly  Compensated
Employee with the next highest  dollar amount of such  contributions,  whichever
occurs first.  Step (1) above shall be repeated with respect to the  Participant
with the  second  and  successive  highest  dollar  amount  of  Salary  Deferral
Contributions  under the Plan until the Plan has  recharacterized or distributed
all excess Salary Deferral  Contributions.  If the recharacterization or refunds
described  above  are  made,  the  Actual  Deferral  Percentage  is  treated  as
satisfying  the  non-discrimination  test  of  Section  401(k)(3)  of  the  Code
regardless of whether the Actual Deferral Percentage, if recalculated after such
refunds or recharacterizations  have occurred would satisfy Section 401(k)(3) of
the Code.  Any amounts of Salary  Deferral  Contributions  (and income  thereon)
under this section shall be subject to the provisions of Section 8 that apply to
Salary Deferral Contributions. For purposes of Section 401(k)(2) of the Code, if
a corrective distribution of Excess Salary Deferral Contributions has been made,
the Average Actual Deferral Percentage of Highly Compensated Employees is deemed
to be the largest  amount  permitted  under  Section  401(k)(2) of the Code.  If
Salary  Deferral  Contributions  distributed  pursuant  to this  paragraph  have
received  any  Matching  Contributions,  such  Matching  Contributions  shall be
forfeited,   if   forfeitable.   The   Administrator   shall,   to  the   extent
administratively  possible,  recharacterize or refund all Excess Salary Deferral
Contributions  (and related  income)  which are required to be made  pursuant to
this Section, prior to the fifteenth day of the third month following the end of
the Plan Year in which the  excess  Salary  Deferral  Contributions  arose.  Any
refund or  recharacterization  of excess Salary Deferral  Contributions  must be
made no later  than 2 1/2  months  after the close of the Plan Year in which the
excess Salary Deferral  Contributions  relate. In any event, however, the excess
After Tax Contributions  and/or Matching  Contributions and any income allocable
thereto  shall be  distributed  prior to the end of the Plan Year  following the
Plan Year in which the excess After-Tax Contributions arose.

     Also, before a contribution is made as a Salary Deferral Contribution,  the
Committee may, in its  discretion,  decide,  that if the limitation set forth in
this  Section  4.10 may not be met,  to limit  the  amount  of  Salary  Deferral
Contributions a Highly Compensated Employee can make or direct that a portion of
all of  such  contribution  for a  Highly  Compensated  Employee  shall  in lieu
thereof,  to the extent  permitted  under Section 4.10, be allocated to an After
Tax  Contribution  Account in  accordance  with  procedures  established  by the
Committee.

     4.10 Limitation on After Tax  Contributions  and Matching  Contributions In
Accordance  With  Section  401(m)  of  the  Code.  With  respect  to  After  Tax
Contributions and Matching  Contributions,  the Average Contribution  Percentage
for  Participants  who are Highly  Compensated  Employees for the Plan Year must
meet either of the following tests:

               (i) it must not exceed the Average  Contribution  Percentage  for
          Participants  who are  Non-Highly  Compensated  Employees for the Plan
          Year multiplied by 1.25; or

               (ii) it must not exceed the Average  Contribution  Percentage for
          Participants  who are  Non-Highly  Compensated  Employees for the Plan
          Year   multiplied  by  2,  provided  that  the  Average   Contribution
          Percentage for Participants who are Highly Compensated  Employees does
          not exceed the Average  Contribution  Percentage for  Participants who
          are Non-Highly  Compensated  Employees by more than two (2) percentage
          points or such lesser  amount as the  Secretary of the Treasury  shall
          prescribe to prevent the multiple use of this  alternative  limitation
          with respect to any Highly Compensated Employee.

               Notwithstanding any other provision of the plan, Excess Aggregate
          Contributions,  plus any income and minus any loss allocable  thereto,
          shall be forfeited, if forfeitable, or if not forfeitable, distributed
          no later than the last day of each Plan Year to  participants to whose
          accounts such Excess  Aggregate  Contributions  were allocated for the
          preceding Plan Year.  Excess Aggregate  Contributions are allocated to
          the  Highly  Compensated   Employees  with  the  largest  Contribution
          Percentage  Amounts taken into account in calculating the ACP test for
          the  year in  which  the  excess  arose,  beginning  with  the  Highly
          Compensated  Employee  with the  largest  amount of such  Contribution
          Percentage  Amounts and  continuing in descending  order until all the
          Excess Aggregate  Contributions  have been allocated.  For purposes of
          the  preceding  sentence,  the "largest  amount" is  determined  after
          distribution of any Excess Aggregate Contributions.

     Definitions:

               1. "Excess Aggregate  Contributions"  shall mean, with respect to
          any Plan Year, the excess of:

               a. the  aggregate  Contribution  Percentage  Amounts  taken  into
          account in  computing  the  numerator of the  Contribution  Percentage
          actually made on behalf of Highly Compensated  Employees for such Plan
          Year, over

               b. The maximum  Contribution  Percentage Amounts permitted by the
          ACP test (determined by hypothetically  reducing contributions made on
          behalf of Highly Compensated  Employees in order of their Contribution
          Percentages beginning with the highest of such percentages).

     For purposes of this Section 4.10, "Average Contribution  Percentage" means
the average  (expressed as a percentage) of the Contribution  Percentages of the
Participants in a group. "Contribution Percentage" means the ratio (expressed as
a  percentage)  of  the  sum  of  the  After  Tax   Contributions  and  Matching
Contributions  under the Plan on behalf of the  Participant for the Plan Year to
the   Participant's   compensation   for  the  Plan  Year.   "Participant"   and
"Compensation"  for purposes of this Section 4.10 have the same  definitions  as
set forth in Section 4.9.

     In the event that the Plan satisfies the  requirements of Section 410(b) of
the Code only if  aggregated  with one or more  other  plans,  or if one or more
other  plans  satisfy  the  requirements  of Section  410(b) of the Code only if
aggregated with this Plan, this Section 4.10 shall be applied by determining the
Contribution  percentages  of  Participants  as if all such  plans were a single
plan.

     In  the  event  it  is  determined   that  the  amount  of  the  After  Tax
Contributions and Matching  Contributions made on behalf of a Highly-Compensated
Employee  would exceed the limits  described in this Section 4.10, the amount of
such After-Tax  Contributions  and/or  Matching  Contributions  (and any related
income) which causes such limits to be exceeded may be distributed to individual
Highly Compensated  Employees (or, if forfeitable,  forfeited) determined as set
forth below for Plan Years  commencing after December 31, 1996. The amount to be
distributed  pursuant to this  paragraph  shall be determined  after taking into
account any Salary  Deferral  Contributions  that have been  recharacterized  as
After-Tax   Contributions  under  Section  4.9.  For  purposes  of  meeting  the
limitations  described in Section 4.10,  After-Tax  Contributions  that have not
received  a  Matching   Contribution   may  be  distributed   before   After-Tax
Contributions that have received a Matching Contribution.

     The After Tax  Contributions  and/or Matching  Contributions  of the Highly
Compensated  Employee with the highest dollar amount of such  Contributions  for
the Plan Year shall be reduced  until either all excess After Tax  Contributions
and/or Matching  Contributions  have been  distributed or until the excess After
Tax Contributions  and/or Matching  Contributions are equal to the dollar amount
of the After Tax  Contributions  and/or  Matching  Contributions  of the  Highly
Compensated  Employee  with the next  highest  dollar  amount of  contributions,
whichever occurs first.

     Step (1) above shall be repeated with respect to the second and  successive
Highly  Compensated  Employee  with the  highest  dollar  amount  of  After  Tax
Contributions  and/or Matching  Contributions  under the Plan until the Plan has
distributed all excess After-Tax and/or Matching Contributions.

     If the refunds  described  above are made, the Average Actual  Contribution
Percentage  is  treated  as  meeting  the  non-discrimination  test  of  Section
401(m)(2)  of the Code  regardless  of whether the Average  Actual  Contribution
Percentage,  if  recalculated  after such  distributions,  would satisfy Section
401(m)(2) of the Code.

     For purposes of Section 401(m)(9) of the Code, if a corrective distribution
of excess After Tax Contributions  and/or Matching  Contributions has been made,
the Average Actual  Contribution  Percentage of Highly Compensated  Employees is
deemed to be the largest amount permitted under Section 401(m)(2) of the Code.

     Multiple Use Test. In order to prevent the multiple use of the  alternative
method  described in Section  4.10(ii) and in Section 4.9(ii) above,  any Highly
Compensated  Employee  eligible  to  make  Salary  Deferral   Contributions  and
After-Tax  Contributions or to receive Company Matching  Contributions under the
Plan shall have his or her contribution  percentage reduced if required pursuant
to Regulation section 1.401(m)-2.

     The  Administrator   shall,  to  the  extent   administratively   possible,
distribute all After-Tax  Contributions  and any income allocable  thereto which
are required to be made pursuant to this Section,  prior to the fifteenth day of
the  third  month  following  the end of the  Plan  Year  in  which  the  excess
Contributions  arose. In any event,  however,  the excess  Contributions and any
income allocable  thereto shall be distributed prior to the end of the Plan Year
following the Plan Year in which the excess After-Tax  Contributions  arose. The
determination  and treatment of the  Contribution  Percentage of any Participant
shall satisfy such other  requirements  as may be prescribed by the Secretary of
the Treasury.

     4.11 Rollover Contributions From Other Qualified Plans. A Participant, with
the approval of the  Administrator (or its delegate) and upon a determination by
the Administrator  that a distributing plan is qualified under Section 401(a) of
the Code,  make,  and that Plan shall  accept,  a Rollover  contribution  on the
Participant's  behalf from such  distributing  plan,  provided that the Rollover
Contribution  is  deposited  to the Plan no later  than 60 days  receipt  by the
Participant thereof. The amount rolled over shall be subject to all of the terms
and  conditions  of the Plan after it is rolled  over,  except that such amounts
shall be fully vested at all times.  The amounts  rolled over shall be deposited
in an account  designated as the Participant's  Rollover  Account.  Such amounts
shall be invested in accordance with the Participant's  investment  elections in
effect at the time of the  rollover.  The  Administrator  (or its  delegate) may
require a  Participant  to furnish such evidence as the  Administrator  may deem
necessary or appropriate. Notwithstanding the foregoing, effective as of January
1, 1999,  the  Administrator  shall accept  distributions  made from any defined
benefit  pension plan  maintained by the Company  which is qualified  under Code
Section  401(a)  provided  it is received by the Plan no later than the 60th day
after the distribution was received or made payable to the Participant.

     For this purpose,  a Rollover  Contribution  means (a) a contribution  of a
distribution received from the qualified plan of another employer,  provided the
Participant  makes the  contribution  within 60 days of his or her  receipt of a
distribution  which satisfied the requirements of Section  402(a)(5) of the Code
and Section 402(c) or (b) a direct transfer of the  Participant's  interest from
the trustee of a qualified plan maintained by another employer.


                                    SECTION 5

                              PARTICIPANT'S ACCOUNT

     5.1 Separate  Accounts.  The Trustee shall maintain  separate  accounts for
each  Participant  and  Former   Participant.   Each   Participant's  or  Former
Participant's  Account  shall be divided into separate  subaccounts:  the Salary
Deferral  Account,  QVEC Account,  the After Tax Contribution  Account,  and the
Matching Account, and the Rollover Account.

     5.2 Separate  Accounting.  The amounts in a  Participant's  Salary Deferral
Account,  QVEC Account,  After Tax Contribution  Account,  Matching Account, and
Rollover  Account  shall at all times be  separately  accounted for by adjusting
such accounts for withdrawals,  distributions  and  contributions.  Withdrawals,
distributions,  forfeitures  (from  Matching  Accounts),  and other  credits  or
charges shall be separately allocated among Salary Deferral Accounts,  After Tax
Contribution Accounts,  Matching Accounts, and Rollover Accounts on a reasonable
and consistent basis.

     5.3 Valuation of Trust. The assets of the Accounts of Participants shall be
held by the  Trustee.  The  assets of the Trust Plan  shall be  revalued  by the
Trustee  at the close of each  business  day.  In making  such  revaluation  the
Trustee  shall  take into  account  earnings  or losses of the Trust Fund net of
reasonable  expenses and capital  appreciation  or  depreciation  in such assets
whether or not realized.  The method of  revaluation  shall be determined by the
Trustee,  and shall be  followed  with  reasonable  consistency  from  period to
period.  The  amount  credited  to the  Accounts  of all  Participants  shall be
adjusted  as of each  Revaluation  Date so as to be equal  to the  value of such
assets on such date.  The  settlement of the Accounts of a Participant  shall be
based upon the amount credited to his or her Accounts (pursuant to Section 6) as
of the most recent revaluation  completed prior to issuance of payments provided
the  Participant  submits all  documentation  required to make settlement in the
form, time and manner  prescribed by the Committee.  In making the  adjustments,
the  Accounts of  Participants  shall be reduced by any  payments  made from the
Accounts of the  Participant and increased by any  contributions  made since the
last adjustment.


                                    SECTION 6

            INVESTMENTS AND OTHER PROVISIONS AFFECTING CONTRIBUTIONS

     6.1 Investment of Participant's  Account.  Salary Deferral Contributions on
behalf of a Participant  shall be paid to the Trustee and allocated  directly to
the Participant's  Salary Deferral Account, and After Tax Contributions shall be
paid to the  Trustee  and  allocated  directly  to the  Participant's  After Tax
Contribution Account. A Participant may elect to have amounts credited to his or
her Salary Deferral Account,  After Tax Contribution Account,  Matching Account,
and  Rollover  Account  each be  invested  in the  Funds  in ten  (10%)  percent
multiples,  in  such a way  that  the  combination  of the  percentage  for  the
contributions to each Account totals 100%. Contributions need not be invested in
the same manner.

     6.2 Matching Account.  Matching  Contributions shall only be in the form of
cash which shall be invested in any of the Funds as directed by the Participant.

     6.3 Investment of Rollover Account. At the time a Rollover  Contribution is
made to the Plan at a  Participant's  direction which is made in accordance with
Section  4.11,  the  Participant  must elect,  in such form,  time and manner as
prescribed  as by the  Committee,  to  have  his or  her  Rollover  Contribution
invested in any of the investment  Funds  described in Section 6.1, in whole 10%
increments.

     6.4 Temporary Investments and Investment in Qualifying Employer Securities.
The assets of the Trust Fund may be invested in qualifying  employer  securities
as defined in ERISA,  without  regard to the percentage of the total fair market
value of the Trust  Fund or any  Participant's  Account  which  said  investment
comprises.   Pending   investment  or  reinvestment   or  pending   payments  or
distribution,  all or part of the  Trust  Fund may be  invested  temporarily  in
accounts with financial institutions or short-term financial instruments.

     6.5 Change in Investment  Election For Funds Contributed by a Participant .
A Participant  may change his or her  investment  election for his or her Salary
Deferral Account,  After Tax Contribution Account, or Matching Account to any of
the  investments  set forth in Section 6.1 of the Plan by contacting the Trustee
by telephonic  or electronic  means on any business day. The Committee may issue
new rules for such changes in investment  elections including rules with respect
to the time, manner and form in which such changes are made.

     6.6  Change in  Investment  Election  for Funds  Already  Accumulated  in a
Participants'  Accounts . A Participant or Former  Participant may also transfer
the value of his or her  Accounts  in any of the  investment  Funds set forth in
Section 6.1 of the Plan to another  investment Fund as set forth in said Section
in whole  percentages  or in an amount of at least $250 (or the  entire  account
balance if the amount is less than $250).  To change an investment  election for
funds already accumulated in a Participant's  Account, the Participant or Former
Participant  must contact the Trustee on any business  day. This right to change
existing  investment  allocations to or from any investment  Fund offered by the
Plan is subject to any transfer restrictions imposed by the Fund's management as
set forth in a prospectus with respect to that Fund. The Committee may issue new
rules for such changes in investment elections,  including rules with respect to
the time, manner and form in which such changes are made.

     6.7 Return of Matching Contributions.  In the event a Matching Contribution
(a) is made under a mistake of fact, or (b) is conditioned upon deduction of the
contribution under Section 404 of the Code and such deduction is disallowed,  or
(c) is conditioned  upon  qualification of the Plan under Section 401 (a) of the
Code and the Plan does not so qualify,  such contribution may be returned to the
Employer  within  ninety  days  after  the  payment  of  the  contribution,  the
disallowance of the deduction,  or the date of denial of the Plan qualification,
whichever is applicable.

                                    SECTION 7

                                  DISTRIBUTIONS

     7.1 Distribution After Retirement. After the retirement of a Participant at
his or her then Normal  Retirement  Date or  thereafter,  the entire  value of a
Participant's  Accounts shall be distributed to him or her in a lump sum payment
in cash, unless he or she elects,  pursuant to Section 7.6, to receive the Wyeth
Common Stock Fund portion in Wyeth Common Stock.

     7.2  Distribution  After  Death.  After  the  death of a  Participant,  the
Trustee,  pursuant to  directions  from the  Committee,  shall pay in a lump sum
payment  the  entire  value  of  the  deceased   Participant's  Account  to  the
Participant's  surviving  spouse,  or, if there is no surviving spouse or if the
Participant had elected to have such lump sum payment made to someone other than
his or her spouse  and the spouse  consents  in writing to such  election  which
consent  acknowledges  the effect of such election and such consent is witnessed
by a notary public,  then such lump sum payment shall be paid to the beneficiary
designated by such  Participant.  The benefit payable under this Section will be
distributed to the  beneficiary  named by the Participant no later than one year
after  the  Participant's  death,  but  if  the  designated  beneficiary  is the
Participant's  surviving  spouse,  the benefit will be distributed no later than
the date on  which  the  Participant  would  have  attained  age 70 1/2.  If the
Participant has no designated beneficiary or surviving spouse, the Participant's
benefit must be distributed within five years after the Participant's death.

     7.3 Designation of  Beneficiary.  A Participant at the time he or she joins
the Plan shall  designate a  beneficiary  or  beneficiaries  to receive the sums
credited  to his or her  Account in the event of his or her death,  if he or she
has no surviving  spouse at such time,  which  designation may be changed by the
Participant  from  time to time and  shall  cease to be  effective  if he or she
thereafter  becomes married.  To be effective,  the original  designation of the
beneficiary  and any  subsequent  change must be in writing on the form provided
for that purpose by the Committee and filed with the Committee.

     7.4 Failure to Designate a Beneficiary. In the event that a Participant has
no surviving  spouse at the time of his or her death and beneficiary is properly
designated or that  designated  beneficiary  predeceases  the  Participant,  the
Participant's  account balance shall be paid in the following order of priority:
(1) first, to the  Participant's  surviving  children (if any), in equal shares;
(2) second, if there are no surviving children,  to the Participant's  surviving
parents,  if any, in equal  shares;  and (3) finally,  if there are no surviving
parents, to the legal representatives of the Participant's estate.

     7.5  Distribution  After  Termination  of  Employment.   If  a  Participant
terminates  employment  with the Employer due to  resignation,  discharge or the
Participant  retires before his or her Normal  Retirement  Date, he or she shall
receive a lump sum cash distribution of his or her Salary Deferral Account, QVEC
Account, After Tax Contribution Account, Rollover Account and the vested portion
of his or her Matching  Account if the value of his or her Account  balance does
not exceed $3,500, or does not exceed $5,000 for  distributions  occurring on or
after January 1, 1998. If the value of his or her Account  exceeds $3,500 at the
time of such resignation, discharge or retirement (or exceeds $5,000 on or after
January  1,  1998),  any  amount  payable  hereunder  shall  not be  immediately
distributed  without his or her consent.  The nonvested  portion of the Matching
Account of a  Participant  who  receives a lump sum cash  distribution  shall be
forfeited on his or her  termination of employment and shall be restored only if
the  Participant  is reemployed  prior to incurring  five  consecutive  One-Year
Periods of Severance. A "One Year Period of Severance" shall occur if there is a
Severance From Service and the  Participant is not reemployed  within the twelve
consecutive month period  commencing on the date of Severance From Service.  (In
the case of a  Participant  who is  absent  from  service  by  reason of (i) the
pregnancy  of the  Participant,  (ii) the  birth of a child of the  Participant,
(iii) the  placement  of a child with the  Participant  in  connection  with the
adoption of such child by the Participant, or (iv) the caring for such child for
the period immediately  following such birth or placement,  and such Participant
is absent from service  beyond the first  anniversary  of the first date of such
absence,  the  Severance  From Service date for such  Participant  is the second
anniversary of the first date of such absence.  The period between the first and
second  anniversaries of the first date of absence from work is neither a period
of service nor a period of  severance.  If such  Participant  is not  reemployed
between  the second and third  anniversaries  of the first date of absence  from
work a One-Year  Period of Severance  shall occur.) In the case of  Participants
who are part time or seasonal  Employees a One Year Period of Severance shall be
the  Plan  Year  or  other  applicable   computation  period  during  which  the
Participant  has not  completed  more than 500 Hours of Service.  The  nonvested
portion of the Matching Account of a Participant who does not receive a lump sum
cash  distribution  shall  be  forfeited  when  he  or  she  has  incurred  five
consecutive  One Year Periods of Severance.  Notwithstanding  the  foregoing,  a
Participant  shall not incur a One-Year  Period of Severance with respect to any
period during which he or she is on a leave of absence under the federal  Family
and Medical Leave Act.

     7.6 Election of Wyeth Common  Stock;  Converting  Common Stock to Cash.  If
prior to the date of  distribution,  in  accordance  with  rules  adopted by the
Committee,  the  Participant  or other  distributee  elects to receive the Wyeth
Common Stock Fund portion of his or her Account in Wyeth Common Stock, he or she
will  receive  the  number  of  shares of Wyeth  Common  Stock in such  Account.
Otherwise,  all distributions  will be in cash in a lump sum. Wyeth Common Stock
converted into cash will be valued as the Revaluation  Date set forth in Section
5.3.  Distribution  will  be  made  as  soon  thereafter  as is  practicable  in
accordance with rules adopted by the Committee.

     7.7  Time  Distributions  Are to  Begin.  Distribution  of a  Participant's
Account,  subject to Section 7.8,  shall be made as soon as  practicable  but no
later than 150 days after the end of the calendar quarter in which the following
events occur:

          (1) For  distributions  on account of  retirement,  the  Participant's
     retirement,  or,  if  elected,  either  (i)  December  31 of  the  year  of
     retirement, or (ii) the last day of the sixth full calendar month following
     the Participant's date of retirement.

          (2) For  distributions  on account of death,  the  Committee  receives
     satisfactory   evidence   of  the   death  of  the   Participant   and  the
     identification of the beneficiary.

          (3) For  distributions  on account of  termination  of  employment  on
     account of resignation or discharge, the date of termination of employment,
     or, if elected,  either (i) December 31 of the year of such  termination or
     (ii)  the  last  day  of  the  sixth  full  calendar  month  following  the
     Participant's date of termination of employment.

     Subject  to  Section  7.8,  no  person  subject  to  Section  16(b)  of the
Securities  Exchange Act of 1934 shall receive a  distribution  earlier than six
(6)  months  from the date of his or her  retirement  or  other  termination  of
employment  unless the Committee in its  discretion  shall  authorize an earlier
distribution in accordance with Section 7.7.

     7.8 Limitations on Distributions. The entire interest of a Participant will
be distributed based on the date of his or her retirement, death, or termination
of employment as provided in this Section 7, provided, however, in no event will
such interest be  distributed  earlier than the later of April 1 of the calendar
year following the later of the calendar year in which the  Participant  attains
age 70 1/2 or the calendar year in which he or she retires.  Distributions  will
be made in  accordance  with  Section  401(a)(9)  of the  Code  and  regulations
thereunder.

     In addition,  in accordance with Section  401(a)(14) of the Code,  unless a
Participant  otherwise elects,  the commencement of distributions will begin not
later  than the 60th day after the latest of the close of the Plan Year in which
occurs:

          (1) the date a Participant attains age 65,

          (2) the 10th anniversary of the year in which a Participant  commenced
     participation in the Plan, or

          (3) the Participant's termination of employment with the Employer.

     Unless otherwise  permitted by law or regulation,  distribution of benefits
under this Plan must begin by the April 1 of the  calendar  year  following  the
year in which the  Participant  attains  age 70 1/2,  regardless  of whether the
Participant  is still  working for the Employer at such time.  The amount of the
distribution  which a  Participant  who is still  working for the Employer  must
receive  from the Plan  shall  be  determined  in  accordance  with  regulations
prescribed  by the Secretary of the  Treasury.  Notwithstanding  anything in the
foregoing to the  contrary,  commencing as of January 1, 2000,  distribution  of
benefits to a Participant  who is not a five percent (5%) owner of the Employer,
will begin no later than April 1 of the  calendar  year  following  the later to
occur of the calendar  year in which the  Participant  attains age 70 1/2 of the
calendar year in which the Participant  retires.  Distributions to a Participant
who is a 5%  owner  will  begin  no  later  than  April 1 of the  calendar  year
following the calendar year in which he or she attains age 70 1/2.

     With  respect  to  distributions  under  the Plan made for  calendar  years
beginning  on or  after  January  1,  2002,  the Plan  will  apply  the  minimum
distribution  requirements  of Section  401(a)(9) of the Code in accordance with
the  regulations  that were  proposed on January 17, 2001,  notwithstanding  any
provision of the Plan to the contrary.

     7.9  Amount  of  Distribution  Cannot  be  Ascertained  or  Participant  or
Beneficiary Cannot be Located.  If the amount of payment required to commence by
a certain date in accordance  with the Plan cannot be  ascertained by such date,
or if it is not possible to make payment on such date because the  Committee has
been unable to locate the Participant or beneficiary,  a payment  retroactive to
such date shall be made no later than 60 days after the  earliest  date on which
the  amount  of  such  payment  can be  ascertained  or the  date on  which  the
Participant or beneficiary is located.

     If after  reasonable  effort the Committee cannot locate the Participant or
beneficiary,  the Participant's  Account shall be forfeited.  The amount of such
forfeiture  shall  reduce the Matching  Contribution  required to be made by the
Employer. Any such forfeited Account shall be reinstated and become payable if a
claim therefor is made by the  Participant  or beneficiary  which is approved by
the Committee.

     7.10 Withholding Tax on Distributions.  Distributions  under the Plan shall
be subject to tax withholding under all applicable tax laws.

     7.11  Distribution  Upon Sale of Stock or Substantially all the Assets of a
Corporation as Permitted by Section 401(k)(2)(B)(i)(II) of the Code.

          (a) Upon the date of sale by the  Company or a  subsidiary  thereof of
     substantially  all of the assets (within the meaning of section 409 (d) (2)
     of the Code) used by the Company or  subsidiary in a trade or business with
     respect  to an  Employee  who  continues  employment  with the  corporation
     acquiring such assets, or

          (b) upon the date of sale of  stock  by the  Company  or a  subsidiary
     thereof of its interest in a subsidiary  (within the meaning of section 409
     (d) (3) of the Code) with respect to an Employee who  continues  employment
     with  the  subsidiary  which  is  sold,  the  Committee  may  exercise  its
     discretion to distribute to a Participant  in a lump sum  distribution  the
     Participant's  Account  Balance  including the vested portion of his or her
     Matching  Account if the value of the Account does not exceed  $3,500 prior
     to January 1, 1998 or does not exceed  $5,000 on or after  January 1, 1998.
     If the value of his or her account exceeds $3,500 prior to January 1, 1998,
     (or exceeds  $5,000 on or after January 1, 1998),  any amount payable shall
     not be immediately  distributed  without the  Participant's  consent.  This
     Section 7.11 shall be interpreted in accordance  with the  requirements  of
     Section 401 (k) of the Code and the regulations issued thereunder.

     7.12 Plan to Plan Transfers. The Committee may exercise its discretion from
time to time to  authorize  the  transfer  of account  balances  for one or more
Participants of such Participant's Accounts (including the vested portion of his
or her  Matching  Account)  to  another  plan in  which  such  Participant  also
participates  if such other plan also qualifies when  applicable,  under Section
401  (a) and  Section  401 (k) of the  Code,  provided  that  the  Committee  is
satisfied that such other plan will accept the transfer of such account balances
and  that  such  plan to plan  transfer  is  otherwise  in  accordance  with the
applicable qualification requirements of the Code.

     7.13 Rollover of Eligible Rollover Distributions.

               (1)  Notwithstanding  any  provision  of the Plan to the contrary
          that would otherwise limit a Distributee's election under this section
          7.13,  a  Distributee  may  elect,  at the  time  and  in  the  manner
          prescribed  by the  Plan  Administrator,  to have  any  portion  of an
          Eligible Rollover Distribution paid directly to an Eligible Retirement
          Plan  specified  by the  Distributee  in a direct  rollover.  However,
          notwithstanding the above, the Plan Administrator may adopt procedures
          wherein the Plan will not make a distribution pursuant to this Section
          7.13 unless the Eligible  Rollover  Distribution is at least $200, and
          that the Plan will  directly  rollover  only a portion of an  Eligible
          Rollover  Distribution  if the  portion to be rolled  over is at least
          $500.

     If a distribution  is one to which Sections  401(a)(11) and 417 of the Code
do not apply,  such distribution may commence less than 30 days after the notice
required under Section  1.411(a)-11(c)  of the Income Tax  Regulations is given,
provided that:

          (i) The Plan  Administrator  clearly informs the Participant  that the
     Participant has a right to a period of at least 30 days after receiving the
     notice to consider the decision of whether or not to elect a  distribution,
     and

          (ii) that  Participant,  after  receiving  the  notice,  affirmatively
     elects a distribution.

     (2) For purposes of this Section  7.13,  the  following  definitions  shall
apply:

     Eligible Rollover  Distribution.  An Eligible Rollover  Distribution is any
     distribution of all or any portion of the Plan benefit to the credit of the
     Distributee, except that an Eligible Rollover Distribution does not include
     any distribution  that is one of a series of  substantially  equal periodic
     payments (not less  frequently  than  annually)  made for the life (or life
     expectancy)  of  the   Distributee  or  the  joint  lives  (or  joint  life
     expectancies)   of  the  Distributee  and  the   Distributee's   designated
     beneficiary,   or  for  a  specific  period  of  ten  years  or  more;  any
     distribution  to the extent such  distribution  is required  under  Section
     401(a)(9) of the Code,  and a hardship  withdrawal  as described in Section
     8.1 if (and only if) such withdrawal is made after December 31, 1999.

     Eligible  Retirement  Plan.  An Eligible  Retirement  Plan is an individual
     retirement  plan  described in Section  408(b) of the Code, an annuity plan
     described in Section 403(a) of the Code, or a qualified  trust described in
     Section  401(a)  of the  Code,  that  accepts  the  distributee's  Eligible
     Rollover  Distribution.  However,  in  the  case  of an  Eligible  Rollover
     Distribution  to  the  surviving  spouse  of  a  Participant,  an  Eligible
     Retirement  Plan  is  an  individual   retirement   account  or  individual
     retirement annuity.

     Distributee.  A  Distributee  includes an Employee or former  Employee.  In
     addition,  the Employee's or former  Employee's  surviving spouse or former
     spouse who is the  alternate  payee  under a qualified  domestic  relations
     order,  as defined in Section  414(p) of the Code,  are  Distributees  with
     regard to the interest of the spouse or former spouse.

     Direct Rollover. A Direct Rollover is a payment by the Plan to the Eligible
     Retirement Plan specified by the Distributee.

                                    SECTION 8

                                   WITHDRAWALS

     8.1 Hardship Withdrawals.  A Participant can withdraw amounts in his or her
Salary Deferral Account (which for this purpose excepts investment income earned
after  January 1,  1989),  Rollover  Account  and  vested  amounts in his or her
Matching  Contribution  Account on account of a hardship.  For the withdrawal to
constitute  a  hardship,  the  withdrawal  (1)  must be made  on  account  of an
immediate and heavy financial need of the Participant, and (2) must be necessary
to  satisfy  that  need.  The  determination  of  whether a  Participant  has an
immediate and heavy  financial  need is to be made by the Committee on the basis
of all  relevant  facts and  circumstances.  A financial  need shall not fail to
qualify  as  immediate  and  heavy  merely  because  such  need  was  reasonably
foreseeable or voluntarily  incurred by the Participant.  The following types of
expenses will be deemed to constitute an immediate and heavy  financial need for
purposes of this Section 8.1:

          (i)  medical  expenses  (described  in  Section  213(d)  of the  Code)
     incurred by the  Participant or his or her spouse or dependents (as defined
     in Section 152 of the Code);

          (ii) purchase  (excluding  mortgage payments) of a principal residence
     for the Participant;

          (iii) payment of tuition and related  educational fees for the next 12
     months of post-secondary education for the Participant,  his or her spouse,
     children or dependants; or

          (iv) the need to prevent the eviction of the  Participant  from his or
     her principal residence or foreclosure on the mortgage of the Participant's
     principal  residence.  Other types of expenses  which the Internal  Revenue
     Service deems are immediate and heavy  financial  needs as set forth in the
     publication  of revenue  rulings,  notices and other  documents  of general
     applicability  shall  be  deemed  to  constitute  an  immediate  and  heavy
     financial need for purposes of this Section 8.1.

     The requirement that a hardship  withdrawal must be necessary to satisfy an
immediate and heavy  financial  need will be met if the funds cannot be obtained
from other  resources  reasonably  available to the  Participant  and the amount
distributed  does not exceed the amount  required to relieve the financial need.
Before  a  Participant  can make a  hardship  withdrawal,  he or she must  first
withdraw all amounts in his or her After Tax Contribution Account, available for
withdrawal,  and take out a loan on  amounts  in his or her  Plan  Accounts,  if
available,  under the  provisions of Section 9. To the extent that a Participant
cannot access funds  necessary to meet his or her immediate and heavy  financial
need by a loan from his or her Plan  Accounts or by a  withdrawal  of  available
amounts in his or her After Tax  Contribution  Account,  the Participant must do
(A) and (B) as follows:

          (A) The Participant must furnish the Committee with a signed statement
     representing that the required funds cannot be obtained:

          (i) through reimbursement or compensation by insurance;

          (ii) by reasonable  liquidation of the  Participant's  assets,  to the
     extent  such  liquidation  would not itself  cause an  immediate  and heavy
     financial need; for this purpose,  the Participant's assets shall be deemed
     to include those assets of the Participant's spouse and minor children that
     are reasonably available to the Participant;

          (iii) by discontinuing  his or her Salary Deferral  Contributions  and
     After  Tax  Contributions  to the Plan;  or (iv) by  borrowing  from  plans
     maintained by any other employer or by borrowing from commercial sources on
     reasonable commercial terms.

          (B) The Participant must suspend all Salary Deferral Contributions and
     After Tax Contributions to the Plan for at least 12 months after receipt of
     the hardship withdrawal and the amount of the Participant's Salary Deferral
     Contributions  for the  calendar  year after the year in which the hardship
     withdrawal was received cannot exceed the amount of the applicable limit on
     Salary Deferral Contributions, as set forth in Section 4.2, less the amount
     of the  Participant's  Salary Deferral  Contributions  made in the year the
     hardship withdrawal was received.

     A  Participant  shall notify the Committee in writing of his or her request
to make a hardship  withdrawal  on a form  provided  therefor  pursuant to rules
established by the Committee. Hardship withdrawals shall also meet the following
requirements:

          (i) No more  than  one  hardship  withdrawal  per Plan  Year  shall be
     permitted.

          (ii) The minimum hardship withdrawal shall be $500.00.

          (iii) The  hardship  withdrawal  shall not  exceed  the  amount of the
     Participant's  Salary Deferral Account,  Rollover  Account,  and the vested
     portion of his or her Matching Account.

          (iv) The amount of the hardship  withdrawal shall be deducted from the
     Participant's  Salary  Deferral  Account,  Rollover  Account  and  Matching
     Account, as the case may be, and the balance remaining after the withdrawal
     shall then constitute the total value of the Participant's  Salary Deferral
     Account,  Rollover Account and Matching Account. Hardship withdrawals shall
     first be made from the Participant's  Salary Deferral Account and when that
     is exhausted,  may be made from the Rollover Account (until  exhausted) and
     then from the vested  portion of the Matching  Account in that order.  Such
     withdrawals  shall be made  from  the  Investment  Funds  in  Participant's
     Accounts   as   designated   by  the   Participant   in   writing   to  the
     Trustee/Recordkeeper.  If a Participant fails to provide such instructions,
     each  Account  shall be  charged  proportionately  based  on the  foregoing
     sentences  and on the  status  at the most  recent  Revaluation  Date  with
     respect  to the  different  investments  options  in the  Accounts  elected
     pursuant to Section 6.1.

          (v) All  hardship  withdrawals  shall be made in cash.  Conversion  of
     Wyeth Common Stock to cash shall be done in the manner described in Section
     7.6.

          (vi) All hardship withdrawals shall be paid in an amount determined in
     the discretion of the Committee  (including amounts representing the amount
     of federal, state and local taxes the Participant will incur as a result of
     the  withdrawal)  in accordance  with the hardship  withdrawal  application
     submitted  by the  Participant,  based on the  amount in the  Participant's
     Account  as  of  the  Revaluation   Date  after  the  Committee  makes  its
     determination.

          (vii) In addition to a  Participant's  written  request for a hardship
     withdrawal,  the Participant must submit any additional  documentation that
     the  Committee may determine is necessary to evidence the nature and extent
     of the immediate and heavy financial need.

     8.2  Withdrawals  of After Tax  Contributions.  A Participant  can withdraw
amounts  in his or her  After  Tax  Contribution  Account  once a year,  for any
reason, in accordance with the following requirements:

          (i) such  withdrawal  request shall be made  pursuant to  instructions
     transmitted by either  telephonic or electronic  means from the Participant
     to  the  Trustee/Recordkeeper,;   pursuant  to  rules  established  by  the
     Committee;

          (ii) a Participant  may make  withdrawals  of After-Tax  Contributions
     once each calendar year,  provided,  however,  that each withdrawal must be
     made in a minimum amount of at least $500;

          (iii) all  withdrawals  shall be made from the  investment  Funds in a
     Participant's   After-Tax   Contribution   Account  as   specified  by  the
     Participant in  instructions  sent in accordance with subsection (i) above.
     If the Participant  fails to provide such  instructions,  such  withdrawals
     shall be charged  proportionately to the Participant's  investment Funds in
     his  or  her  After-Tax   Contributions  Account  as  of  the  most  recent
     Revaluation Date; and

          (iv) all withdrawals of amounts in the After Tax Contribution  Account
     shall be made in either  cash or Wyeth  Common  Stock,  if  applicable,  as
     elected by the  Participant in accordance with subsection (i) above. If the
     Participant fails to provide such  instructions,  such withdrawals shall be
     in cash.  Conversion of Wyeth Common Stock to cash shall be done as soon as
     practicable after the receipt of instructions from the Participant.

     8.3 Age 59 1/2 Withdrawal. Notwithstanding the provisions of Section 8.1, a
Participant  who has attained  age 59 1/2 may make a withdrawal  from his or her
Salary Deferral Account,  Rollover Account, and the vested portion of his or her
Matching  Account  once a  calendar  year  for  any  reason  without  having  to
demonstrate  financial  necessity.  Such withdrawal  shall be made in accordance
with instructions sent by the Participant to the  Trustee/Recordkeeper by either
electronic or telephonic means in accordance with the rules set forth in Section
8.1 except for those provisions  pertaining to the demonstration of an immediate
and heavy financial need,  financial necessity and suspension of Salary Deferral
Contributions and After-Tax Contributions.

     8.4 Withdrawals of Salary Deferral Contributions By Former Participants.  A
Former Participant may withdraw amounts from his or her Account, for any reason,
if the following requirements are satisfied:

          (i) each withdrawal shall be made pursuant to instructions sent by the
     Participant    either    electronically    or    telephonically    to   the
     Trustee/Recordkeeper  in accordance with procedures established or approved
     by the Administrator;

          (ii) a  Participant  may make such a withdrawal as frequently as he or
     she  may  desire,  provided,  however,  that  the  minimum  amount  of each
     withdrawal must be at least $1,000;

          (iii) each withdrawal  shall be made from the investment  Funds in the
     Participant's  Account as  specified  by the  Participant  in  instructions
     provided as described in subsection  (i) above.  If a Participant  fails to
     provide such instructions,  the withdrawal shall be charged proportionately
     to such Participant's investment Funds in his or her Account as of the most
     recent Revaluation Date; and

          (iv) all  withdrawals  from a  Participant's  Account shall be made in
     cash or Wyeth common stock, if applicable, as elected by the Participant in
     instructions  provided in accordance  with subsection (i) above. If no such
     election is made, all such withdrawals will be made in cash.


                                    SECTION 9

                                      LOANS

     9.1 Loans. A Participant may borrow no more than once every six months from
his or her Account under the Plan on terms  specified by the Committee which are
consistent with the requirements of Section 72(p),  401(k) and 4975(d)(1) of the
Code, provided that:

          (a) The minimum loan amount must be $1,000 and the aggregate amount of
     all such loans to a  Participant  from this Plan shall not, at the time any
     such loan is made,  exceed the lesser of (i) $50,000  reduced by the excess
     (if any) of the highest  outstanding  balance of loans from the Plan during
     the one (1) year  period  ending on the day  before  the date on which such
     loan was made, over the  outstanding  balance of loans from the Plan on the
     date on which such loan was made, or (ii) fifty percent (50%) of the vested
     portion of the  Participant's  Account Balance at the time of the making of
     such loan.  For purposes of this  limitation,  all loans from all qualified
     plans  maintained  by the Employer or by any entity which is required to be
     aggregated with the Employer  pursuant to Sections 414(b),  (c), (m) or (o)
     must be aggregated.

          If a loan is repaid and another loan taken out within six months,  the
     maximum loan amount cannot exceed the limits of section 72 (p) of the Code.

          (b) A  Participant  must  apply  for  a  loan  by  submitting  a  loan
     application  authorized  by  the  Committee.  In  order  for a  loan  to be
     approved, the Participant must sign a document evidencing the loan request.
     A Participant who has applied for a home purchase/construction loan will be
     required to submit an executed copy of a purchase or construction agreement
     and a  written  statement  certifying  that  the  home  will be used as the
     Participant's primary residence.

          (c) For purposes of subsection 9.1(a), a Participant's Account balance
     shall be valued as of a Revaluation  Date  immediately  prior to receipt of
     the Participant's loan application. Issuance of the loan will be as soon as
     possible in the month in which a loan application is approved.

          (d) The maximum number of loans from the Plan which a Participant  may
     have  outstanding  at the same time are two general  purpose  loans payable
     within five years and one loan to acquire or  construct  any dwelling to be
     used as the principal residence of the Participant payable within 15 years.

          (e) Any loan,  by its terms,  must be required  to be repaid  within a
     whole  year  term not  exceeding  five  years,  unless  the loan is used to
     acquire or construct  any  dwelling to be used  (within a  reasonable  time
     after the loan is made) as the principal  residence of the Participant,  in
     which case the whole  year term can be from 1 to 15 years.  Notwithstanding
     the foregoing, a loan must be scheduled to be repaid by the end of the year
     in which the Participant attains age 70 1/2.

          (f) The amount of the loan  (principal  plus  interest) must be repaid
     through periodic  deductions from the Participant's  paycheck in accordance
     with his or her payroll frequency. Besides payroll frequency, the amount of
     the periodic  deduction will be based upon the amount of the loan, the term
     of the loan,  and,  unless  otherwise  provided in  Department  of Treasury
     regulations,  a substantially  level amortization of the loan over the term
     of the loan.  All amounts of loan  repayments by the  Participant  shall be
     deposited  into the  investment  accounts  elected  by the  Participant  in
     accordance with Section 6.1 in effect at the time the repayments were made.
     Repayments  will  begin  with the  first  paycheck  received  in the  month
     following the date the loan check is received by the Participant or as soon
     as  practicable   thereafter.   Repayments   will  be  deposited  into  the
     Participant's  Account in the following  order to the extent that money was
     borrowed from the Account: (1) After Tax Contribution  Account, (2) Company
     Matching Account, (3) Rollover Account, and (4) Salary Deferral Account.

          (g) If a Participant  terminates  employment  with the Employer due to
     resignation,  discharge,  retirement  or  death  and the  loan has not been
     repaid with interest as is required by the Plan or the loan is otherwise in
     default the remaining unpaid balance is due and payable. Such Participant's
     Account  shall be reduced to the extent of the  outstanding  loan  provided
     that the Participant has consented to the immediate  distribution of his or
     her  Account  balance.  If such  Participant  defers  receipt of his or her
     distribution, he or she is required to repay the loan in full.

          (h) The loan funds will be charged  against each of the  Participant's
     investment  options  in the  Participant's  Accounts  as  specified  by the
     Participant in instructions  transmitted by either electronic or telephonic
     means by the Participant to the  Trustee/Recordkeeper.  If instructions are
     not  provided by a  Participant,  the loan funds  shall be charged  ratably
     against each of the Participant's  investment options within each of his or
     her Accounts.

          (i) Loan funds shall be charged first to the Salary  Deferral  Account
     and then, to the extent necessary, to the Rollover Account, to the Matching
     Account, and to the After Tax Contribution Account, in that order.

          (j) The  interest  rate  charged  for the term of a loan from the Plan
     will be provided such rate provides a return commensurate with the interest
     rates  charged by persons in the business of lending  money for loans which
     would be made under similar circumstances,  or such other rate as permitted
     by  government  regulations  or  releases.  Interest  begins to accrue when
     payments are scheduled to commence.

          (k) A loan can be prepaid in full as early as six months into the loan
     prepayment  period upon Committee  approval.  Partial  prepayments  are not
     permitted.

          (l) The loan will be declared in default if the  Participant  rescinds
     his or her payroll authorization  deduction, or if the Participant is on an
     unpaid  leave of absence or temporary  layoff and there is a suspension  of
     repayments beyond the end of the quarter following the quarter in which the
     repayment was due or the loan term and alternative  repayment  arrangements
     cannot be arranged.  Upon  default,  if the loan is not repaid when called,
     the  Committee may cancel the loan and treat the  outstanding  balance as a
     taxable withdrawal from the Plan.

          (m) The loan  program  under  the Plan  shall be  administered  by the
     Committee in a uniform and  nondiscriminatory  manner.  The  Committee  may
     provide for an overall limit on the amount of loans that may be provided by
     the Plan at any one time and shall establish the appropriate and reasonable
     security and interest rates on such loans.

     The  Committee   shall  have  sole   discretion  (i)  to  determine   which
Participants  are  entitled  to  receive a loan,  (ii) to  determine  under what
conditions  a loan shall be granted,  (iii) to  determine  what the terms of the
loan,  promissory note and security agreement are, (iv) to determine when a loan
is in default  and what  course of action to take,  and (v) to  determine  other
questions which arise under this Section 9, provided that such discretion  shall
be exercised in accordance with the requirements of law.


                                   SECTION 10

                         LIMITATIONS ON ANNUAL ADDITIONS

     10.1 Basic  Limitation.  Subject to the adjustments  hereinafter set forth,
the  maximum  aggregate  Annual  Addition  to a  Participant's  Account  in  any
Limitation Year shall in no event exceed the lesser of:

          (a) $30,000 (or such greater amount as may be permitted  under Section
     415(d) of the Code; or

          (b)  twenty-five   percent  (25%)  of  the  amount  of   Participant's
     compensation for the Limitation Year  (compensation  for this purpose shall
     have the meaning within Section  415(c)(3) of the Code and the  regulations
     thereunder).

     10.2 Definitions.

          (a) For purposes of this Section 10 the term "Annual  Addition"  shall
     mean the sum for any Limitation Year of the following amounts:

               (1) Salary Deferral Contributions;

               (2) Matching Contributions;

               (3) After Tax Contributions;

               (4)  Forfeitures   arising  from  termination  of  employment  if
          allocated to the Accounts of Participants; and

               (5) Any amount described in Sections  415(l)(1) and 419A(d)(2) of
          the Code.

          (b)  For  purposes  of  this  Section  10 and  Section  11,  the  term
     "Limitation Year" or "year" means the calendar year.

     10.3 Limitation for Participants in a Combination of Plans. Notwithstanding
the foregoing,  in the case of an Employee who  participates  in this Plan and a
defined benefit plan which meets the  requirements of section 401(a) of the Code
maintained by an Employer,  the sum of the defined benefit plan fraction and the
defined  contribution  plan  fraction  for any year  shall not exceed  1.0.  The
foregoing limitation shall not apply for Plan Years beginning after December 31,
1999.

          (a) The term "defined  benefit plan fraction" shall mean the projected
     annual benefit  payable under the defined  benefit plan,  without regard to
     the  restrictions  imposed  by  section  415 of the Code,  over the  annual
     benefit  which may be payable  under such plan,  taking into  account  such
     restrictions,  but  increased as provided in Section 415 (e) (2) (B) of the
     Code.

          (b) The term  "defined  contribution  plan  fraction"  shall  mean the
     actual  aggregate  Annual  Additions,  as  herein  defined,  to  this  Plan
     determined  as of the close of the year,  over the aggregate of the maximum
     Annual  Additions  which  could  have  been  made  for  each  year  of  the
     Participant's service had such Annual Additions been limited each such year
     to the maximum Annual  Additions  permitted  under Section 415 of the Code,
     but  increased  as provided by Section  415(e) (3) of the Code,  and taking
     into  account the  transition  rules for years  ending  prior to January 1,
     1983,  prescribed under Section 415 of the Code and under ERISA.  Effective
     as of the first day of the first  Limitation Year commencing after December
     31, 1999, and  notwithstanding any other provision of the Plan, the benefit
     for any  Participant  shall be  determined by applying the  limitations  of
     section  415 of the Code  without  regard  to the  limitations  of  section
     415(e).

     10.4  Treatment  of Similar  Plans.  The  limitations  of this Section with
respect to any Participant who at any time has participated in any other defined
contribution  plan which is qualified  under  Section  401(a) of the Code, or in
more than one qualified defined benefit plan,  maintained by an Employer or by a
corporation which is a member of a controlled group of corporations  (within the
meaning of Section 1563(a)  (determined without regard to Section 1563(a)(4) and
(e)(3)(C),  and  Section  415(h) of the Code) of which an  Employer  is a member
shall apply as if the total  benefits  payable  under all such  defined  benefit
plans in which the Participant has been a member were payable from one plan, and
as if the total Annual Additions made to all defined contribution plans in which
the  Participant  has been a member were made to one plan.  For purposes of this
Section 10, the term "Employer"  includes any corporation which is a member of a
controlled group, as described herein.

     10.5  Preclusion of Excess Annual  Additions.  The Committee shall maintain
records  showing  for each month  during  the  Limitation  Year a  Participant's
contributions  credited  to  the  Participant's  Account,  (including  for  this
purpose,  the forfeitures used to reduce such  contributions).  If the Committee
determines at any time that no additional contributions may be made and credited
to the  Participant's  Account during a year without  exceeding the  limitations
prescribed in this Section 10 for the year, then no further  contributions shall
be made or credited to the Participant's  Account during the year. If a portion,
but not all, of the contributions which are scheduled to be made and credited to
the  Participant's  Account  during the year or the remainder of the year may be
made and credited without exceeding the limitations  prescribed  hereunder,  the
Participant's  contributions  shall be reduced to such amount  which shall cause
the limitations to be met.

     10.6 Adjustment to Defined Benefit Plan.  Notwithstanding the provisions of
Section  10.5,  but after  giving  effect to the  transition  rule  described in
Section  415(e)(6)  of the Code,  in the event that the  limitations  prescribed
under Section 10.4 are exceeded with respect to any Participant who participates
in this Plan and a qualified defined benefit plan maintained by an Employer, the
Employer  shall  freeze or reduce the  benefits  under the defined  benefit plan
prior to making any adjustments under this Plan. The limitations of this Section
with respect to any  Participant  who at any time has  participated in any other
defined  contribution  plan which is qualified under Section 401(a) of the Code,
or in more than one qualified defined benefit plan, maintained by an Employer or
by a corporation which is a member of a controlled group of corporations (within
the meaning of Section 1563(a)  (determined without regard to Section 1563(a)(4)
and (e)(3)(C),  and Section 415(h) of the Code) of which an Employer is a member
shall apply as if the total  benefits  payable  under all such  defined  benefit
plans in which the Participant has been a member were payable from one plan, and
as if the total Annual Additions made to all defined contribution plans in which
the  Participant  has been a member were made to one plan.  For purposes of this
Section 10, the term "Employer"  includes any corporation which is a member of a
controlled  group,  as  described  herein.  Effective as of the first day of the
first  Limitation Year commencing  after December 31, 1999, and  notwithstanding
any other  provision  of the Plan,  the  benefit  for any  Participant  shall be
determined by applying the  limitation of Section 415 of the Code without regard
to the limitations of Section 415(e) of the Code.

     10.7   Disposal   of  Excess   Annual   Additions.   In  the  event   that,
notwithstanding  Section 10.5  hereof,  the  limitations  with respect to Annual
Additions  prescribed hereunder are exceeded with respect to any Participant and
such excess  arises as a  consequence  of the  crediting of  forfeitures  to the
Participant's  Account or a reasonable  error in  estimating  the  Participant's
Compensation,  such excess shall be disposed of by returning to the  Participant
Contributions  to his or her  Accounts if any,  for the year in which the excess
arose, and the earnings  thereon,  but only to the extent necessary to cause the
Annual  Additions to the  Participant's  Account to equal,  but not exceed,  the
limitations prescribed hereunder. In the event that after such contributions and
earnings are returned  there  remains an excess,  such excess shall be held in a
suspense  account and reallocated  among the Accounts of all Participants in the
Limitation Year succeeding the year in which the excess arose.


                                   SECTION 11

                              TOP HEAVY PLAN RULES

     11.1 General Rule. The Plan shall meet the  requirements of this Section 11
in the event that the Plan is or becomes a Top-Heavy Plan.

     11.2 Top-Heavy Plan.

          (a) Subject to the  aggregation  rules set forth in paragraph (b), the
     Plan shall be considered a Top-Heavy Plan pursuant to Section 416(g) of the
     Code in any Plan Year if, as of the  Determination  Date, the present value
     of the cumulative Accounts of all Key Employees exceeds sixty percent (60%)
     of the value of the cumulative  accounts of all of the Employees as of such
     Date, excluding former Key Employees and excluding any Employee who has not
     received  Compensation  from the Employer  during the five (5)  consecutive
     Plan Year period ending on the Determination  Date, but taking into account
     in  computing  the  ratio  any  distributions  made  during  the  five  (5)
     consecutive Plan Year period ending on the Determination Date. For purposes
     of the above  ratio,  the Account of a Key  Employee  shall be counted only
     once each Plan year,  notwithstanding  the fact that an  individual  may be
     considered a Key Employee for more than one reason in any Plan Year.

          (b) Aggregation  and  Coordination  with Other Plans.  For purposes of
     determining  whether  the  Plan is a  Top-Heavy  Plan and for  purposes  of
     meeting the  requirements  of this Section 11, the Plan shall be aggregated
     and coordinated with other qualified plans in a Required  Aggregation Group
     and may be  aggregated  or  coordinated  with  other  qualified  plans in a
     Permissive  Aggregation  Group.  If  such  Required  Aggregation  Group  is
     Top-Heavy,  this  Plan  shall  be  considered  a  Top-Heavy  Plan.  If such
     Permissive  Aggregation  Group is not  Top-Heavy,  this Plan shall not be a
     Top-Heavy Plan.

     Solely for purposes of  determining if the Plan, or any other plan included
in a required  aggregation  group of which this Plan is a part, is Top-Heavy the
accrued benefit of a Non-Key  Employee shall be determined under (a) the method,
if any, that uniformly  applies for accrual  purposes under all plans maintained
by an Affiliated Employer, or (b) if there is no such method, as if such benefit
accrued not more  rapidly  than the slowest  accrual  rate  permitted  under the
fractional accrual rate of Section 411(b)(1)(C) of the Code.

     11.3  Definitions.  For the  purpose  of  determining  whether  the Plan is
Top-Heavy, the following definitions shall be applicable:

          (a)  Determination and Valuation Dates.  The term "Determination Date"
     shall  mean,  in the case of any Plan Year,  the last day of the  preceding
     Plan Year. The value of an  individual's  Account shall be determined as of
     the Valuation Date and shall include any  contribution  actually made after
     such  Valuation  Date but on or before  the  Determination  Date.  The term
     "Valuation Date" means the most recent  Revaluation Date defined in Section
     2.26   occurring   within  a  twelve  (12)  month  period   ending  on  the
     Determination Date.

          (b) Key Employee.  An individual shall be considered a Key Employee if
     he or she is an  Employee  or former  Employee  who at any time  during the
     current Plan Year or any of the four (4) preceding Plan Years:

               (1) was an officer of the Employer who has annual compensation in
          excess of 50% of the amount in effect under  Section  415(b)(1)(A)  of
          the Code; provided,  however that the number of individuals treated as
          Key Employees by reasons of being officers  hereunder shall not exceed
          the lesser of 50 or 10% of all Employees, or

               (2)  was  one  of the  ten  (10)  Employees  owning  the  largest
          interests in the Employer  with annual  Compensation  in excess of the
          dollar limit on Annual Additions to a defined  contribution plan under
          Section 415 of the Code, or

               (3) was a more than five percent (5%) owner of the Employer; or

               (4) was a more than one percent (1%) owner of the Employer  whose
          annual  compensation  from the  Employer in the  applicable  Plan year
          exceeded $150,000.

     For purposes of  determining  who is a Key Employee,  ownership  shall mean
ownership  of the  outstanding  stock of the  Employer or of the total  combined
voting power of all stock of the Employer,  taking into account the constructive
ownership  rules of Section 318 of the Code,  as modified by Section 416 (i) (1)
of the Code.

     For  purposes of  paragraph  (1) but not for  purposes of (2), (3) and (4),
except for purposes of determining  compensation  under (4), the term "Employer"
shall  include any entity  aggregated  with an Employer  pursuant to Section 414
(b), (c) or (m) of the Code.

     For purposes of paragraph  (2), an Employee  (or former  Employee)  who has
some  ownership  interest  is  considered  to be one of the top ten (10)  owners
unless at least ten (10) other  Employees  (or former  Employees)  own a greater
interest than such Employee (or former  Employee);  provided that if an Employee
has the same ownership interest as another Employee, the Employee having greater
annual compensation from the Employer is considered to have the larger ownership
interest.

               (c) Non-Key Employee.  The term "Non-Key Employee" shall mean any
          Employee who is a Participant and who is not a Key Employee.

               (d)  Beneficiary.  Whenever the term "Key Employee",  "former Key
          Employee",  or "Non-Key  Employee"  is used  herein,  it includes  the
          beneficiary or beneficiaries of such individual. If an individual is a
          Key  Employee  by reason of the  foregoing  sentence  as well as a Key
          Employee  in  his or her  own  right,  both  the  value  of his or her
          inherited  benefit  and the  value of his or her own  account  will be
          considered his or her account for purposes of determining  whether the
          Plan is a Top-Heavy Plan.

               (e)  Compensation and  Compensation  Limitation.  For purposes of
          this Section 11, except as otherwise  specifically  provided, the term
          "Compensation" has the same meaning as in Subsection 10.1 (b).

               (f)  Required Aggregation Group.  The term "Required  Aggregation
          Group"  shall mean all other  qualified  defined  benefit  and defined
          contribution  plans  maintained  by the  Employer  and in  which a Key
          Employee  participates,  and each  other  plan of the  Employer  which
          enables  any plan in  which a Key  Employee  participates  to meet the
          requirements of Sections 401(a) (4) or 410 of the Code.

               (g)   Permissive   Aggregation   Group.   The  term   "Permissive
          Aggregation  Group" shall mean all other qualified defined benefit and
          defined  contribution  plans  maintained by the Employer that meet the
          requirements of Sections 401(a)(4) and 410 of the Code when considered
          with a Required Aggregation Group.


     11.4 Requirements Applicable if Plan is Top-Heavy. In the event the Plan is
determined to be Top-Heavy for any Plan Year, the following  requirements  shall
be applicable.

          (a) Minimum Allocation

               (1) In the case of a Non-Key  Employee who is covered  under this
          Plan but does not  participate in any qualified  defined  benefit plan
          maintained by the Employer,  the Minimum  Allocation of  contributions
          plus  forfeitures  allocated  to the  Account  of  each  such  Non-Key
          Employee who has not separated  from service at the end of a Plan Year
          in which the Plan is Top-Heavy shall equal the lesser of three percent
          (3%) of compensation  for such Plan Year or the largest  percentage of
          compensation provided on behalf of any Key Employee for such Plan Year
          (including any Salary Deferral Contributions).  The Minimum Allocation
          provided  hereunder may not be suspended or forfeited  under  Sections
          411(a)(3)(B) or 411(a)(3)(D) of the Code. The Minimum Allocation shall
          be made for a Non-Key Employee for each Plan Year in which the Plan is
          Top-Heavy, regardless of the Non-Key Employee's level of compensation,
          even if he or she has not  completed  a Year of  Service  in such Plan
          Year or if he or she has  declined  to elect to make  Salary  Deferral
          Contributions or After-Tax Contributions,  provided, however, in order
          to receive such Minimum Allocation, the Non-Key Employee must not have
          Separated  From Service  before the end of the Plan Year for which the
          Plan is found to be Top-Heavy.

               (2) A Non-Key Employee who is covered under this Plan and under a
          qualified defined benefit plan maintained by the Employer shall not be
          entitled to the Minimum  Allocation  under this Plan but shall receive
          the minimum benefit provided under the terms of the qualified  defined
          benefit plan.

          (b) Top Heavy  Vesting  Schedule.  Unless the  Plan's  vesting is more
     favorable,  Non-Key  Employee  whose  employment  is  terminated  after the
     completion  of 2 or more Years of Service  shall be entitled to receive his
     or her vested interest in the value of the Employer  Contributions credited
     to his or her account determined in accordance with the following schedule:

Years of Service                                  Vested Percentage

2                                                        20%

3                                                        40%

4                                                        60%

5                                                        80%

6                                                        100%



     The  vesting  schedule  under this  paragraph  (b) shall apply to a Non-Key
Employee's interest in the value of the Employer  Contributions  credited to his
or her Account  under the Plan before or while the Plan is a Top-Heavy  Plan.  A
Non-Key  Employee is at all times one hundred  percent (100%) vested in the full
value  of his or  her  Account  attributable  to  his  or  her  Salary  Deferral
Contributions and Employee Contributions to the Plan.

          (c) Vesting  Percentage.  In the event that the Plan  previously was a
     Top-Heavy  Plan but  subsequently  is not a  Top-Heavy  Plan,  the  vesting
     schedule  under  paragraph  (b) shall be  changed to the  vesting  schedule
     provided under Section 4.4,  provided,  however,  that any Non-Key Employee
     who has  completed at least 3 or more Years of Service and who had at least
     one Hour of Service while the Plan was a Top Heavy Plan,  shall be entitled
     to elect,  within a  reasonable  period,  which of the  above  two  vesting
     schedules is applicable to his or her benefit.

          (d)  Limitations on Annual Additions and Benefits.   For  purposes  of
     computing the defined benefit plan fraction and defined  contribution  plan
     fraction  as set forth in Sections  415(e)(2)(B)  and  415(e)(3)(B)  of the
     Code, the dollar limitations on benefits and annual additions applicable to
     a Limitation Year shall be multiplied by 1.0 rather than by 1.25.

          (e)  Limitation  on  Compensation.  The annual  compensation  of a Key
     Employee  taken into account under the Plan shall not exceed the limitation
     on  compensation  as provided in Section  401(a)(17) of the Code, as may be
     adjusted for increases in the cost of living pursuant to regulations issued
     under Section 415 of the Code.




                                   SECTION 12

                                 ADMINISTRATION

     12.1 Savings Plan Committee. This Plan shall be administered by the Savings
Plan Committee.  No member of the Committee shall receive any compensation  from
the  Trust  Fund for his or her  service  thereon.  The  Committee  shall be the
"Administrator"  of the Plan for  purposes of Section  3(16)(A) of ERISA and the
"Named Fiduciary" of the Plan pursuant to Section 402(a) of ERISA. The Committee
may delegate  various  duties and  responsibilities  to one or more employees or
agents as set forth herein.  In carrying out their  respective  responsibilities
under  the Plan,  the  Committee  and  other  Plan  fiduciaries  shall  have the
discretionary  authority  to  interpret  the terms of the Plan and to  determine
eligibility  for an entitlement to Plan benefits in accordance with the terms of
the  Plan.  Any   interpretation   or   determination   made  pursuant  to  such
discretionary  authority shall be given full force and effect,  unless it can be
shown that the interpretation or determination was arbitrary and capricious.

     12.2 Power and Duties of the Committee.

          (a) The Committee shall have the following powers and duties:

               (i)  To  establish  and  enforce  such  rules,   regulations  and
          procedures  as it shall deem  necessary  or proper  for the  efficient
          administration of the Plan;

               (ii) To interpret the Plan,  its  interpretation  thereof in good
          faith to be final and conclusive;

               (iii)  To  decide  all  questions  concerning  the  Plan  and the
          eligibility of any Employee to participate in the Plan;

               (iv) To compute the amount of benefits  which shall be payable to
          any Participant, in accordance with the provisions of the Plan, and to
          determine the person or persons to whom such  benefits  shall be paid;
          and

               (v) To authorize the payment of benefits.

          (b) In the exercise of all of its functions,  the Committee  shall act
     in an impartial and nondiscriminatory manner.

          (c) The  Committee  shall act by a  majority  of its  members  and the
     action of a  majority  of the  Committee  without  a meeting  which is duly
     recorded or otherwise  appropriately  documented shall be the action of the
     Committee.

     12.3 Claims  Procedure.  The  Committee  shall provide  adequate  notice in
writing to any  Participant or to any Beneficiary  ("Claimant")  whose claim for
benefits  under the Plan the Committee has denied within 90 days after the claim
was received. The Committee's notice to the Claimant shall set forth:

          (a) The specific reason for the denial;

          (b) Specific  references  to pertinent  Plan  provisions  on which the
     Committee based its denial;

          (c) A description of any additional  material and information  that is
     needed; and

          (d)  That  any  appeal  the  Claimant  wishes  to make of the  adverse
     determination  must be in writing to the  Committee  within sixty (60) days
     after  receipt  of the  Committee's  notice  of  denial  of  benefits.  The
     Committee's notice must further advise the Claimant that his or her failure
     to appeal the action to the Committee in writing  within the sixty (60) day
     period  will  render  the  Committee's  determination  final,  binding  and
     conclusive.

          Such notice shall be  forwarded to the Claimant  within 90 days of the
     Committee's  receipt  of the  claim;  provided,  however,  that in  special
     circumstances  the  Committee  may extend the response  period for up to an
     additional  90 days, in which event it shall notify the Claimant in writing
     of the extension, and shall specify the reason(s) for the extension.

          If the Claimant  should appeal to the Committee,  he or she, or his or
     her duly authorized representative, may submit, in writing, whatever issues
     and comments he or she or his or her duly authorized  representative  feels
     are pertinent. The Claimant, or his or her duly authorized  representative,
     may review  pertinent Plan  documents.  The Committee  shall  reexamine all
     facts to the appeal and make a final determination as to whether the denial
     of benefits is  justified  under the  circumstances.  The  Committee  shall
     advise  the  Claimant  of  its  decision  within  sixty  (60)  days  of the
     Claimant's written request for review,  unless special  circumstances (such
     as a hearing) would make the rendering of a decision  within the sixty (60)
     day limit unfeasible, but in no event shall the Committee render a decision
     respecting a denial for a claim for benefits  later than one hundred twenty
     (120) days after its receipt of a request for review.

          The  Committee's  notice of denial of benefits shall identify the name
     and address of the  Committee  to whom the  Claimant may forward his or her
     appeal.

     12.4  Records  Management.  The  Committee  shall  designate  in  its  sole
discretion a firm or organization  to maintain the required  records and reports
of the Plan. The Company shall pay all expenses of such firm or organization.






                                   SECTION 13

                                      TRUST

     13.1 Trust Fund.

          (a) A Trust Fund has been  established  into  which  shall be paid the
     contributions to the Accounts which shall be held in separate  subaccounts.
     At no time prior to the  satisfaction  of all  liabilities  under this Plan
     with respect to Participants,  Former  Participants,  and  beneficiaries of
     Participants,  shall any part of the  corpus or income of the Trust Fund be
     used for or diverted to any purpose other than for their exclusive benefit,
     except as stated in Section 16. No person shall have any financial interest
     in or right to the Trust  Fund or any part  thereof,  except  as  expressly
     provided for in this Plan and a Participant's  interest may not be assigned
     or alienated by act of the  Participant  or by operation of law,  except as
     provided in Section 16.

          (b) Each  Participant or Former  Participant or other person who shall
     claim the right to any  payment  under the Plan shall be  entitled  to look
     only to the Trust Fund for such  payment.  No liability  for the payment of
     benefits  under the Plan shall be imposed upon the Company,  an  Affiliate,
     the Committee,  or the officers,  directors,  or  stockholders  of any such
     entity.

     13.2 Administrative  Expenses. The reasonable expenses of administering the
Plan,  as  determined  by the  Administrator,  shall be  payable  from the Trust
maintained  for the  Plan,  except  to the  extent  that  the  Employer,  in its
discretion, pays the expenses directly.



                                   SECTION 14

                            FIDUCIARY RESPONSIBILITY

     14.1 Conduct. Each fiduciary shall discharge his or her duties with respect
to the Plan and Trust  Agreement  solely in the  interest  of the  Participants,
Former Participants, and beneficiaries of Participants for the exclusive purpose
of  providing  benefits  to  Participants,   Former   Participants,   and  their
beneficiaries,  and defraying  reasonable expenses of administering the Plan and
Trust Fund with the care, skill,  prudence and diligence under the circumstances
then  prevailing  that a prudent man acting in a like capacity and familiar with
such matters would use in the conduct of an  enterprise of a like  character and
with like aims,  and in  accordance  with this Plan and any other  documents  or
instruments governing the Plan and Trust Fund. A fiduciary who complies with the
foregoing  standards  shall not be  liable  for any  loss,  action  or  omission
hereunder.

     14.2 Allocation and Delegation of  Responsibilities.  Plan  Fiduciaries may
allocate the  responsibilities,  obligations  and duties granted to them for the
operation and  administration  of the Plan and Trust Agreement among themselves.
Any Plan  Fiduciary  may  designate  other  individuals,  corporations  or other
entities,  who are not Plan  Fiduciaries,  to carry  out such  Plan  Fiduciary's
responsibilities,  obligations  and  duties  with  respect to the Plan and Trust
Agreement,  except  to the  extent  that  ERISA  prohibits  such  delegation  of
authority and  discretion.  Such  allocations  and delegations may be revoked or
modified  at any  time  and  any  such  allocation,  delegation,  revocation  or
modification shall be made by written  instruments signed by the Plan Fiduciary,
if an individual, or in the case of other entities who are Plan Fiduciaries,  in
accordance  with the  procedures  governing the functions of such entity,  and a
written record shall be kept thereof.

     14.3  Co-Fiduciary  Responsibility.  A Plan  Fiduciary  or any  individual,
corporation  or other entity  employed or appointed by a Plan Fiduciary to serve
in a fiduciary  capacity  with respect to the Plan or Trust Fund shall be solely
responsible  for  the  responsibilities,  obligations  or  duties  allocated  or
delegated to it, whether under this Plan and Trust  Agreement or under the terms
and   conditions  of  employment  or   appointment.   No  person  to  whom  such
responsibilities,  obligations  or duties have not been  allocated  or delegated
shall be responsible  with respect to any action  directed,  taken or omitted by
the Plan  Fiduciary or  individual,  corporation  or other  entity  serving in a
fiduciary  capacity to whom such  responsibilities,  obligations  or duties have
been  allocated  or delegated  unless he or she  participates  knowingly  in, or
knowingly undertakes to conceal, an act or omission of such other Plan Fiduciary
or individual,  corporation or entity,  knowing such act or omission is a breach
of fiduciary  responsibility  or, if he or she has knowledge of a breach,  he or
she fails to make  reasonable  efforts  under the  circumstances  to remedy  the
breach.

     14.4 Duties of Fiduciaries  With Respect to Investments.  The Trustee shall
have primary responsibility for investment of the assets of the Trust Fund which
it administers unless the Company shall either:

          (a) Allocate control and management of all or any portion of the Trust
     assets to an Investment Manager, or

          (b) Notify the Trustee that the Committee  shall direct the Trustee in
     the investment of all or any portion of the Trust Fund.

     If the Company  appoints an Investment  Manager  pursuant to the foregoing,
such  Investment  Manager shall be an investment  adviser  registered  under the
Investment  Advisers Act of 1940, a bank as defined in such Act, or an insurance
company which is qualified to manage the assets of employee  benefit plans under
the laws of more than one state.  An  Investment  Manager shall  acknowledge  in
writing its  appointment  as a Plan  Fiduciary  hereof,  and shall serve until a
proper  resignation  is  received  by the  Company,  or until it is  removed  or
replaced by the Company.

     The Company,  the Affiliates,  the Committee and the Trustee shall be under
no duty to  question  the  direction  or lack  of  direction  of any  Investment
Manager,  but shall act and shall be fully  protected in acting,  in  accordance
with each such  direction.  An  Investment  Manager  shall have sole  investment
responsibility  for that portion of the Trust assets which it has been appointed
to  manage,  and  no  other  Plan  Fiduciary  or  any  Trustee  shall  have  any
responsibility  for the  investment of any such assets,  the management of which
has been  delegated to an  Investment  Manager,  or liability for any loss to or
diminution  in value of such Trust assets  resulting  from any action  directed,
taken or omitted by an Investment Manager.

     If the Company  notifies  the Trustee  that the  Committee  will direct the
Trustee in the  investment of all or any portion of the Trust Fund,  the Trustee
shall be  subject  to  proper  directions  of the  Committee,  which are made in
accordance  with  the  terms  of the  Plan and  which  are not  contrary  to the
provisions of Title I of ERISA.  The Trustee shall be fully  protected in acting
in accordance with each such  direction.  No other Plan Fiduciary shall have any
responsibility  for the investment of any asset of the Trust Fund, the direction
of which is given to the  Committee,  or liability for any loss to or diminution
in value of such Trust Fund  resulting  from any action  taken or omitted by the
Trustee in accordance with such direction.






                                   SECTION 15

                       AMENDMENT, TERMINATION, AND MERGER

     15.1  Right to Amend or  Terminate  the Plan.  It is the  intention  of the
Company to continue this Plan indefinitely and to make such contributions as may
be  required  hereunder  regularly  each  year.  Nevertheless,  subject  to  the
provisions hereinafter set forth, the Board of Directors of the Company reserves
the right at any time or from time to time to amend,  alter or  discontinue  the
Plan in whole or in part. The Retirement Committee of the Company shall have the
right to alter or amend the Plan if such action is necessary or desirable and is
(1) required by law, agreed to through  collective  bargaining or is appropriate
to maintain the  tax-qualified  status of the Plan,  or (2) is estimated  not to
result  in a cost  increase  to the  Company  in  excess  of five  (5)  percent,
provided,  however,  that no amendment or alterations  shall be made which:

          (a) shall adversely affect any right or obligations of any Participant
     with respect to any contributions made hereto;

          (b) permits any funds paid to the Trustee to revert to the Company; or

          (c)  provides  for the use of the  assets  of the  Plan,  or any  part
     thereof  other  than for the  exclusive  benefit  of  Participants,  former
     Participants or their  Beneficiaries  or paying the reasonable  expenses of
     administering   the  Plan.  (d)  will  deprive  any   Participant,   Former
     Participant or his or her beneficiary,  without his or her consent,  of any
     benefit  theretofore accrued to him or her under the Plan. (e) will, except
     as provided in Section 16, violate  Section 15.1. Any amendment of the Plan
     may be made, retroactively if necessary,  which the Company deems necessary
     or  appropriate  to conform the Plan to, or to satisfy the  conditions  of,
     ERISA,  the Code, or any other law,  governmental  regulations  or rulings.
     15.2  Termination of the Plan. In the event of the complete  termination of
     the Plan or upon complete  discontinuance of contributions  under the Plan,
     the interest of all  Participants in their Account  Balances under the Plan
     to the  date  of  termination  of the  Plan,  shall  be  fully  vested  and
     nonforfeitable.  In the event of the partial  termination  of the Plan, the
     affected  interests of the affected  Participants shall be fully vested and
     nonforfeitable.

     15.3  Merger,  Consolidation  or  Transfer.  In the  case  of a  merger  or
consolidation  of the Plan with,  or  transfer of assets or  liabilities  of the
Trust Fund to, any other plan or trust,  the terms of the merger,  consolidation
or transfer  shall be such that the benefits to which a Participant  is entitled
immediately  after the merger,  consolidation  or transfer  shall be equal to or
greater than the benefit to which the Participant is entitled  immediately prior
to the merger,  consolidation  or transfer.  For purposes of this  Section,  the
benefit to which a Participant is entitled shall be determined on the assumption
that the Plan had terminated on the day such determination is made.


                                   SECTION 16

                      NONALIENATION OF BENEFITS EXCEPT FOR

                       QUALIFIED DOMESTIC RELATIONS ORDERS

     Benefits  provided  under  the Plan may not be  assigned  or  alienated  or
otherwise  subject  in any  manner  to  anticipation,  sale,  transfer,  pledge,
garnishment,  encumbrance  or charge except in the case of a Qualified  Domestic
Relations  Order  as  defined  in this  Section  16.  The Plan  shall  establish
procedures to determine that the  requirements of Section 414(p) of the Code are
met with respect to Qualified  Domestic  Relations Orders.  For purposes of this
Section  16, a  Qualified  Domestic  Relations  Order  must  meet the  following
requirements of (a) and (b) set forth below.

          (a) A Qualified  Domestic  Relations  Order  consists of any judgment,
     decree, or order (including  approval of a property  settlement  agreement)
     which  relates to the  provision of child  support,  alimony  payments,  or
     marital property rights of a spouse,  child, or other dependent and is made
     pursuant to a State domestic  relations law (including a community property
     law) and which creates or recognizes the existence of an alternate  payee's
     right to, or assigns to an alternate  payee the right to,  receive all or a
     portion of the benefits  payable with  respect to a  Participant  under the
     Plan.

          (b) A Qualified  Domestic Relations Order must also meet the following
     conditions:

          (i) Such  Order  must  clearly  specify  the  name and the last  known
     mailing  address  (if any) of the  Participant  and the  name  and  mailing
     address of each alternate payee covered by the Order.

          (ii) Such Order must clearly  specify the amount or  percentage of the
     Participant's  benefits  to be paid by the  Plan to each  such  alternative
     payee,  or  the  manner  in  which  such  amount  or  percentage  is  to be
     determined.

          (iii) Such Order must clearly specify the number of payments or period
     to which such Order applies and the name of the Plan.

          (iv) Such Order shall not require the Plan to provide any type or form
     of benefit, or any option, not otherwise provided under the Plan.

          (v)  Such  Order  shall  not  require  the Plan to  provide  increased
     benefits (determined on the basis of actuarial value).

          (vi) Such  Order  shall not  require  the  payment of  benefits  to an
     alternate  payee which are required to be paid to another  alternate  payee
     under  another  Order  previously  determined  to be a  Qualified  Domestic
     Relations Order.

          This Section 16 shall be construed in accordance  with Section  414(p)
     of the Code and regulations issued thereunder.

          After an Order has been found to meet the  conditions  for a Qualified
     Domestic  Relations Order, the  Administrator of the Plan may make payments
     to the alternate  payee who has been  assigned a right to benefits  payable
     with respect to a  Participant  under the Plan as soon as  administratively
     feasible in accordance with the terms of the Qualified  Domestic  Relations
     Order.






                                   SECTION 17

                            MISCELLANEOUS PROVISIONS

     17.1 Plan Not a Contract of Employment.  Nothing in the Plan shall give any
Employee the right to be retained in the employ of the Company or any Affiliate;
all Employees  shall remain  subject to discharge,  discipline or lay-off to the
same extent as if the Plan had not been put into effect.

     17.2 Gender and Number. Wherever appropriate, the masculine pronoun as used
herein shall mean the feminine, and the singular, the plural.

     17.3 Governing Law. The Plan shall be governed in accordance  with the laws
of the State of New York except to the extent superseded by ERISA.

     17.4 Records and Reports.  The  Committee  or its designee  shall  exercise
appropriate  authority  to comply with ERISA  relating to records and reports to
Participants   and   appropriate   governmental   agencies,   including   annual
notification to Participants of their Account balances,  and annual registration
of the Plan.

     17.5  Wyeth  Common  Stock.  The  Trustee  shall vote  Wyeth  Common  Stock
represented  by the units it holds in the Wyeth Common Stock Fund in  accordance
with the  instructions  received from the Participant and if no instructions are
received such stock shall not be voted.

     17.6 Communications.  For all purposes under the Plan, any reference to the
written form shall also include any telephonic or electronic form as approved by
the Committee.

                                   SECTION 18

                         TREATMENT OF RETURNING VETERANS

     18.1 Applicability and Effective Date. Notwithstanding any other provisions
of the Plan, the rights of any Returning Veteran who resumes employment with the
Company on or after  December  12,  1994 shall be  modified as set forth in this
Section.  18.2  Definitions.  For purposes of this Section 18, the terms defined
herein shall have the following meanings: (a) "Qualified Military Service" means
any service (either  voluntary or involuntary) by an individual in the Uniformed
Services if such individual is entitled to reemployment  rights with the Company
with respect to such service.  (b) "Returning  Veteran" means a former  Employee
who, on or after December 12, 1994,  returns from Qualified  Military Service to
employment  with the Company  within the period of time during  which his or her
reemployment  rights are protected by law. (c)  "Uniformed  Services"  means the
Armed Forces,  the Army National  Guard and Air National  Guard (when engaged in
active duty for training,  inactive duty training,  or full-time  National Guard
duty),  the  commissioned  corps of the  Public  Health  Service,  and any other
category of persons  designated by the President of the Untied States in time of
war or emergency. 18.3 Eligibility to Participate.  For purposes of Section 3 of
the Plan: (a) A Returning Veteran who was an Employee eligible to participate in
the Plan  immediately  prior to his or her Qualified  Military  Service shall be
deemed to have  remained an eligible  Employee  throughout  his or her Qualified
Military Service. (b) A Returning Veteran who would have become a Participant in
the Plan during the period of his or her Qualified  Military Service but for the
resulting absence from employment,  shall be deemed to have become a Participant
as of the date when he or she would have become a  Participant  if he or she had
not  entered  into  Qualified  Military  Service.  18.4 No Break in  Service.  A
Returning  Veteran  shall be deemed not to have incurred any break in service on
account  of his or her  Qualified  Military  Service.  18.5  Vesting  Credit.  A
Returning  Veteran's  Years of Service for vesting  purposes shall be determined
under Section 4.4, except that with respect to any period of Qualified  Military
Service,  he or she shall be credited with the Hours of Service with which he or
she would have been  credited  had he or she  remained an  Employee  during such
period.  18.6  Restoration  of  Salary  Deferral   Contributions  and  After-Tax
Contributions.  (a) Each  Returning  Veteran  who,  during  his or her period of
Qualified  Military  Service  would have been  eligible to make Salary  Deferral
Contributions and After-Tax  Contributions,  shall be permitted to contribute an
amount  equal to the  amount  of Salary  Deferral  Contributions  and  After-Tax
Contributions  that the  Employee  could  have made  during  such  absence  from
employment.  Such "make-up"  contributions  shall be made during the period that
begins with the Employee's  reemployment  by the Employer and ends with: (i) the
expiration  of a period of five  years,  or (ii) if shorter,  a period  equal to
three  times  the  period  of  Qualified  Military  Service.   (b)  Any  make-up
contributions  described in  Subsection  (a) hereof shall be made in addition to
those Salary Deferral Contributions After-Tax Contributions that the Participant
may elect to make after his or her  reemployment  pursuant to Section 4.1.  18.7
Determination of Covered Compensation. For purposes of determining the amount of
any make-up  contributions under this Section 18, and for applying the limits of
Section 10, a Participant's  Covered Compensation during any period of Qualified
Military Service shall be deemed to equal either:  (a) the Covered  Compensation
the  Participant  would have received but for such Qualified  Military  Service,
based on the rate of pay he or she would have received from the Company;  or (b)
if  the  amount  described  in  (a)  above  is  not  reasonably   certain,   the
Participant's  average Covered Compensation from a participating  Company during
the 12-month period immediately preceding the Qualified Military Service (or, if
shorter, the period of employment  immediately  preceding the Qualified Military
Service).  Such amount  shall be adjusted as  necessary to reflect the length of
the  Participant's  Qualified  Military  Service.  18.8  Restoration of Matching
Contributions.  If a Returning  Veteran  contributes  "make-up"  Salary Deferral
Contributions  After-Tax  Contributions  pursuant to Section  18.6,  the Company
shall contribute on his or her behalf the related Matching Contributions that it
would have made under Sections 4.5 and 4.6 if such Salary Deferral Contributions
After-Tax  Contributions  had been made in the year to which they  relate.  Such
Matching Contributions shall not include the earnings that would have accrued on
such amount or any  forfeitures  that would have been allocated to the Returning
Veteran's  Account  during  the  period  of  Qualified  Military  Service.  18.9
Application of Certain Limitations. (a) For purposes of applying the limitations
of Sections 4.9 and 4.10, any make-up  contributions  described in Section 18.6,
and any related  Matching  Contributions  described  in Section  18.8,  shall be
treated as contributions for the Plan Year to which they relate, rather than the
Plan Year in which they were  actually  made.  (b) For  purposes of applying the
limitations of Section 4.2, any such make-up  contributions  shall be treated as
contributions  for the  calendar  year to which  they  relate,  rather  than the
calendar year in which they are actually  made. (c) For purposes of applying the
limitations of applying the limitations of Sections 4.9 and 4.10 and Section 11,
any  make-up  contributions  described  in  Section  18.6 and  related  Matching
Contributions described in Section 18.8 shall be disregarded,  both for the Plan
Year to which the contributions  relate, and for the Plan Year in which they are
actually  made.  18.10  Suspension  of  Loan  Repayments.   Notwithstanding  any
provisions of Article 9 to the contrary,  if a Participant  receives a loan from
the Plan and enters into Qualified Military Service during the term of the loan,
a decrease in Compensation  or failure to make required loan  repayments  during
such  Qualified  Military  Service  shall not result in a default  under Section
9.1(l).  18.11  Administrative  Rules  and  Procedures.  The  Committee  or  the
Administrator shall establish such rules and procedures as it deems necessary or
desirable to implement the  provisions  of this Article,  provided that they are
not in violation of the Uniformed  Services  Employment and Reemployment  Rights
Act of 1994, any regulations thereunder, or any other applicable law.





<PAGE>


                                   SCHEDULE A

                                Investment Funds

1.       Company Stock Fund

2.       MSIFT Value Fund

3.       Interest Income Fund

4.       Fidelity U.S. Equity Index Portfolio

5.       Fidelity Megellan Fund

6.       Fidelity Low Price Stock Fund

7.       Fidelity Balanced Fund

8.       Fidelity International Growth and Income Fund




<PAGE>


                       AMERICAN HOME PRODUCTS CORPORATION
                            SAVINGS PLAN (the "Plan")

                                   APPENDIX I
                  VESTING FOR PARTICIPANTS WHO ARE TRANSFERRED
                          TO BAUSCH & LOMB INCORPORATED

     American Home Products  Corporation ("AHPC") and Bausch & Lomb Incorporated
("B&L")  entered  into an  agreement  (the  "Purchase  Agreement"),  whereby B&L
purchased,  as of December 31, 1997 (the "Closing Date"),  substantially  all of
the issued and outstanding shares and certain assets of Storz Instrument Company
and  Storz  Ophthalmics,  Inc.  ("Storz"),  wholly-owned  subsidiaries  of AHPC.
Pursuant  to Section  9.4.3 of the  Purchase  Agreement,  the Plan is amended to
provide that,  notwithstanding the provisions of Section 4.4 of the Plan, a Plan
Participant,  as of the Closing Date, whose employment is transferred to B&L, as
of the Closing Date, shall be fully vested in his or her benefit attributable to
his or her  Matching  Account  accrued as of the  Closing  Date,  regardless  of
whether he or she has less than five years of Continuous Service.




<PAGE>




               APPENDIX II- ROLLOVERS OF DISTRIBUTIONS TO THE PLAN

                 FROM THE SOLVAY AMERICA COMPANIES' SAVINGS PLAN


     American  Home  Products  Corporation  ("AHPC")  entered  into  a  purchase
agreement  with Solvay  America  ("Purchase  Agreement")  whereby AHPC purchased
certain assets of the Solvay Animal Health Division (the "Business") and certain
employees of the  Business  became  employees  of AHPC  pursuant to the Purchase
Agreement (the "Transferred Employees").  As part of the Purchase Agreement, the
Plan is  hereby  amended  to permit  Transferred  Employees  to roll over  their
account balances in the Solvay America Companies' Savings Plan (including loans)
into the Plan.  However,  such rollovers shall only be permitted during a period
commencing  on the closing  date for the  acquisition  of Solvay  Animal  Health
Division (the "Closing Date") and ending ninety (90) calendar days thereafter.




<PAGE>


                  APPENDIX III - GENETICS INSTITUTE ACQUISITION


     Effective  July 1,  1997,  the  Genetics  Institute  (401(k))  Savings  and
Investment Plan ("Genetics Institute Savings Plan") was merged into the American
Home Products  Corporation  Savings Plan ("AHPC  Savings  Plan").  The following
special  provisions  will  apply  under  the AHPC  Plan to  Participants  of the
Genetics  Institute  Savings Plan. 1. Transfer of Assets The account balances of
Participants in the Genetics  Institute Savings Plan shall be transferred to the
AHPC  Savings  Plan as of July 1,  1997  into  investment  funds  under the AHPC
Savings Plan which most closely  correspond  to the  investment  funds under the
Genetics  Institute  Savings Plan in which such account balances are invested on
that date. After the transfer,  Participants in the Genetics  Institute  Savings
Plan may thereafter  elect,  in accordance with the provisions of Section 6.5 of
the AHPC Plan, to transfer these amounts into any other investment funds offered
in the  AHPC  Savings  Plan.  2.  Participation  Participants  in  the  Genetics
Institute  Savings Plan as of June 30,  1997,  who are  actively  employed  with
Genetics Institute shall become Participants in the AHPC Savings Plan as of such
date. 3. Vesting  Participants  of the Genetics  Institute  Savings Plan who are
actively  employed by Genetics  Institute or any of its  affiliates  on June 30,
1997,  shall be 100%  vested in all amounts in their  accounts  in the  Genetics
Institute  Savings  Plan  as  of  such  date  (including  any  Company  Matching
Contributions and earnings on those  contributions)  regardless of the amount of
the Participant's  service.  Participants of the Genetics Institute Savings Plan
on June 30, 1997 who were not actively  employed with Genetics  Institute or any
of its  affiliates  as of that  date  shall  be  vested  in  these  accounts  in
accordance  with the  provisions of the Genetics  Institute  Savings Plan.  With
respect  to  contributions  made to the AHPC Plan after  June 30,  1997,  former
Participants of the Genetics  Institute Savings Plan who had three or more years
of service with  Genetics  Institute as of that date will be vested under either
the AHPC Savings Plan vesting schedule or the Genetics  Institute  Savings Plan,
based upon whichever  provides the greater vested  amount.  Participants  of the
Genetics  Institute  Savings  Plan on July 1,  1997 who had less than 3 years of
service will be vested to the same extent as they were vested under the Genetics
Institute  Savings Plan on such date and future Company  contributions  shall be
vested in accordance with the vesting  provisions of the Plan. 4.  Distributions
Upon Employment  Termination  Amounts that have been contributed to the Genetics
Institute Savings Plan and which have been transferred to the AHPC Savings Plan,
as well as  amounts  contributed  after July 1, 1997,  shall be  distributed  in
accordance  with the  provisions  of  Section  7 of the AHPC  Savings  Plan.  5.
In-Service  Withdrawals  As of July 1, 1997,  the provisions of the AHPC Savings
Plan  regarding  in service  withdrawals,  as set forth in Section 8 of the AHPC
Savings Plan,  shall apply to the amounts  transferred  to the AHPC Savings Plan
from the  Genetics  Institute  Savings  Plan.  6. Loans After July 1, 1997,  the
provisions  of Section 9 of the AHPC  Savings  Plan shall apply with  respect to
loans to Participants  whether or not the loan is made from amounts  contributed
to the Genetics Institute Savings Plan or the AHPC Savings Plan.




<PAGE>


                       AMERICAN HOME PRODUCTS CORPORATION
                            SAVINGS PLAN (the "Plan")

                                   APPENDIX IV
                  VESTING FOR PARTICIPANTS WHO ARE TRANSFERRED
                        TO TYCO INTERNATIONAL (US), INC.


     American Home Products  Corporation  ("AHPC"),  American  Cyanamid  Company
("Cyanamid"),  and AHPC Subsidiary Holding Corporation ("AHPC Sub") entered into
an agreement (the  "Purchase  Agreement")  with Tyco  International  (US),  Inc.
("Tyco"),  dated as of October 20, 1997, whereby Tyco purchased,  as of February
27, 1998 (the "Closing Date"),  substantially  all of the issued and outstanding
shares and certain of the assets of Sherwood  Medical  Company,  a  wholly-owned
subsidiary of AHPC.  Pursuant to Section 9.4(c) of the Purchase  Agreement,  the
Plan is amended to provide that,  notwithstanding  the provisions of Section 4.4
of the Plan, a Plan  Participant,  as of the Closing Date,  whose  employment is
transferred to Tyco as of the Closing Date,  shall be fully vested in his or her
benefit  attributable  to his or her Matching  Account accrued as of the Closing
Date,  regardless  of whether  he or she has less than five years of  Continuous
Service.






<PAGE>


                       AMERICAN HOME PRODUCTS CORPORATION
                            SAVINGS PLAN (the "Plan")

                        APPENDIX V - APOLLON ACQUISITION



     Employees of Apollon, Inc. ("Apollon"), on April 14, 1998, who are employed
by American Home Products Corporation or one of its subsidiaries as of April 15,
1998  ("Transferred  Employees")  will become eligible for  participation in the
Plan,  effective as of April 15, 1998,  after  satisfying  the  requirements  of
Section 3.1 of the Plan.

     For purposes of the eligibility  requirements under Section 3.1 of the Plan
and for  purposes of the  vesting  requirements  under  Section 4.4 of the Plan,
service of Transferred Employees under the Plan shall include their service with
Apollon prior to April 15, 1998,  provided  however,  that such service shall be
credited  in  accordance  with  the  provisions  and  rules  of the Plan for the
crediting of such service.




<PAGE>


                       AMERICAN HOME PRODUCTS CORPORATION
                            SAVINGS PLAN (the "Plan")

                                   APPENDIX VI
                  VESTING FOR PARTICIPANTS WHO ARE TRANSFERRED
                           TO QIC HOLDING CORPORATION


     American  Home  Products  Corporation  ("AHPC")  and A.H.  Robins  Company,
Incorporated  entered  into an agreement  (the  "Purchase  Agreement")  with QIC
Holding Corporation ("QIC"), dated as of May 28, 1998, whereby QIC purchased, as
of June 5,  1998 (the  "Closing  Date"),  substantially  all of the  issued  and
outstanding  shares and certain of the assets of Quinton  Instrument  Company, a
wholly-owned  subsidiary  of AHPC.  Pursuant to Section  9.4(c) of the  Purchase
Agreement,  the Plan is amended to provide that,  notwithstanding the provisions
of Section 4.4 of the Plan, a Plan  Participant,  as of the Closing Date,  whose
employment is transferred  to QIC as of the Closing Date,  shall be fully vested
in his or her benefit  attributable to his or her Matching Account accrued as of
the Closing  Date,  regardless  of whether he or she has less than five years of
Continuous Service.




<PAGE>


                       AMERICAN HOME PRODUCTS CORPORATION
                            SAVINGS PLAN (the "PLAN")

                        APPENDIX VII - SOLGAR ACQUISITION

                      Employees of Solgar Vitamins and Herb
                      Company and Solgar Laboratories, Inc.
                               ("Solgar Company")

     Effective July 30, 1998, the following special provisions shall apply under
the  American  Home  Products  Corporation  Savings  Plan - United  States  (the
"Plan"),  notwithstanding  any other  provision of the Plan to the contrary,  to
employees of Solgar Vitamins and Herb Company and Solgar Laboratories, Inc. (the
"Solgar   Company"),   who  became  employees  of  the  American  Home  Products
Corporation  ("AHPC") on July 30, 1998, as a result of the purchase of assets of
the Solgar Company by AHPC (the "Transferred Employees").  Transferred Employees
will become  eligible for  participation  in the Plan,  effective as of July 30,
1998, after satisfying the requirements of Section 3.1 of the Plan. For purposes
of the  eligibility  requirements  under Section 3.1 of the Plan and the vesting
requirements  under Section 4.4 of the Plan,  service of  Transferred  Employees
under the Plan shall include their service with the Solgar Company prior to July
30, 1998,  provided  however,  that such service shall be credited in accordance
with the provisions and rules of the Plan for the crediting of such service.




<PAGE>


                       AMERICAN HOME PRODUCTS CORPORATION
                        SAVINGS PLAN (the "Savings Plan")

                                  APPENDIX VIII

                     VESTING FOR PARTICIPANTS TRANSFERRED TO
                             SINALUNGA HOLDING B.V.

           American Home Products Corporation - Sinalunga Holding B.V.
                     Agreement to Sell the Eurand Companies


     American Home Products  Corporation ("AHPC") entered into an agreement (the
"Purchase  Agreement")  with  Sinalunga  Holding  B.V.  ("Sinalunga"),  a  Dutch
corporation,  dated March 19, 1999, to purchase  substantially all of the issued
and outstanding  shares of the Eurand  Companies,  a wholly-owned  subsidiary of
AHPC (the  "Purchase  Agreement"),  as of April 1, 1999  (the  "Closing  Date").
Pursuant to Section 7.2(c) of the Purchase Agreement, the Savings Plan is hereby
amended to provide that,  notwithstanding  the  provisions of Section 4.4 of the
Savings Plan, a Plan Participant as of the Closing Date, who becomes an employee
of the Eurand  Companies,  Sinalunga or their affiliates as of the Closing Date,
shall be fully  vested in the  portion  of his or her  Account  attributable  to
Company Matching  Contributions as of the Closing Date, regardless of whether he
or she has less than five years of Continuous Service.




<PAGE>


                       AMERICAN HOME PRODUCTS CORPORATION
                            SAVINGS PLAN (the "Plan")

                      APPENDIX IX - GLAXO FACILITY PURCHASE



     American Home Products  Corporation (the "Company") acquired  substantially
all of the assets of a facility  located at 40 Technology  Way, West  Greenwich,
Rhode   Island,   pursuant  to  a  purchase   agreement   with  Glaxo   Wellcome
Biopharmaceuticals,  Inc., a Delaware corporation and wholly-owned subsidiary of
Glaxo Wellcome, Inc. ("Glaxo"), dated August 23, 1999.

     Employees of Glaxo,  on September  24, 1999 (the "Closing  Date"),  who are
offered and accept  employment with the Company or one of its subsidiaries as of
the  Closing  Date in the United  States  (the  "Glaxo  Employees")  will become
eligible for participation in the Plan,  effective as of the Closing Date, after
satisfying the eligibility requirements of Section 3.1 of the Plan.

     For purposes of the eligibility  requirements under Section 3.1 of the Plan
and for  purposes of the  vesting  requirements  under  Section 4.4 of the Plan,
service of Glaxo Employees under the Plan shall include their service with Glaxo
prior to the Closing Date, provided however, that such service shall be credited
pursuant to the provisions and rules of the Plan for the crediting of service.




<PAGE>


                       AMERICAN HOME PRODUCTS CORPORATION
                SAVINGS PLAN - UNITED STATES (the "Savings Plan")

                  VESTING FOR PARTICIPANTS AFFECTED BY THE SALE
                           TO BASF AKTIENGESELLSCHAFT

                                   APPENDIX X

     American Home Products  Corporation  (the "Company") and American  Cyanamid
Company ("Cyanamid") a wholly-owned  subsidiary of the Company,  entered into an
agreement with BASF  Aktiengesellschaft,  a corporation organized under the laws
of Germany  ("BASF"),  dated as of March 20,  2000 (the  "Purchase  Agreement"),
whereby the  Company  sold to BASF the crop  protection  business  conducted  by
Cyanamid. Pursuant to Section 9.4(c) of the Purchase Agreement, the Savings Plan
is hereby amended to provide that, notwithstanding the provisions of Section 4.4
of the Savings Plan, all Plan  Participants who are "U.S.  Employees" as defined
in the Purchase Agreement (or whose employment is otherwise  transferred to BASF
in connection with the  transactions  contemplated  by the Purchase  Agreement),
shall be fully vested in his or her benefit  attributable to his or her Matching
Account as of June 30, 2000 (the  "Closing  Date"),  regardless of whether he or
she has  less  than  five  years  of  Continuous  Service.  Notwithstanding  the
foregoing, Participants who are on disability, leave of absence, or lay off with
recall  rights on the Closing  Date shall  become  fully  vested in the benefits
attributable to his or her Matching  Account as of the time he or she returns to
work and is  transferred  to  employment  with  BASF,  provided  such  return to
employment occurs within 180 days after the Closing Date. Assets of Participants
in the Savings Plan who become  employed by BASF as of the Closing Date shall be
transferred  to the  defined  contribution  plan of BASF as soon as  practicable
after the Closing Date.




<PAGE>


                       AMERICAN HOME PRODUCTS CORPORATION
                          SAVINGS PLAN - UNITED STATES

                 VESTING FOR PARTICIPANTS WHO ARE TRANSFERRED TO
                               R.P. SCHERER, INC.

                                   APPENDIX XI


     American Home Products  Corporation  (the "Company")  entered into an asset
purchase  agreement,  dated December 22, 2000 (the "Purchase  Agreement"),  with
R.P.  Scherer  Corporation  ("Scherer")  pursuant to which the Company agreed to
sell  and  Scherer  agreed  to buy  certain  assets  relating  to the  Company's
vegetable-based  capsule  business.  Pursuant  to  the  terms  of  the  Purchase
Agreement,  the American Home Products  Corporation Savings Plan - United States
(the "Plan") is hereby amended to provide that,  notwithstanding  the provisions
of  Section  4.4 of the Plan,  a  Participant  in the Plan whose  employment  is
transferred  to Scherer in connection  with the foregoing  transaction  shall be
fully vested in his or her benefit  attributable to his or her matching  account
accrued as of the date of the transfer of  employment,  regardless of whether he
or she has less than five years of Continuous Service (as defined in the Savings
Plan) on that date.




<PAGE>


               AMERICAN HOME PRODUCTS SAVINGS PLAN - UNITED STATES
                                EGTRRA AMENDMENTS

                                  APPENDIX XII


                     SECTION 1. LIMITATIONS ON CONTRIBUTIONS

     1. Effective  date.  This Section shall be effective for  Limitation  Years
beginning after December 31, 2001.

     2. Maximum Annual Addition.  Except to the extent permitted under Section 7
of this  amendment  and Section  414(v) of the Code, if  applicable,  the Annual
Addition that may be contributed or allocated to a  Participant's  Account under
Section 10 of the Plan for any Limitation Year shall not exceed the lesser of:

          (a) $40,000,  as adjusted for  increases in the  cost-of-living  under
     Section 415(d) of the Code, or

          (b) 100 percent of the Participant's Compensation,  within the meaning
     of Section 415(c)(3) of the Code, for the Limitation Year.

          The  Compensation  limit  referred  to in (b)  shall  not apply to any
     contribution for medical benefits after separation from service (within the
     meaning  of  Section  401(h) or Section  419A(f)(2)  of the Code)  which is
     otherwise treated as an Annual Addition.


                    SECTION 2. INCREASE IN COMPENSATION LIMIT

The annual  Compensation of each  Participant  taken into account in determining
allocations  for any Plan Year  beginning  after  December 31,  2001,  shall not
exceed  $200,000,  as adjusted for  cost-of-living  increases in accordance with
Section 401(a)(17)(B) of the Code. Annual Compensation means Compensation during
the Plan Year or such other consecutive  12-month period over which Compensation
is  otherwise  determined  under  the Plan  (the  "determination  period").  The
cost-of-living  adjustment  in effect  for a  calendar  year  applies  to annual
Compensation  for the  determination  period  that  begins  with or within  such
calendar year.





<PAGE>


                   SECTION 3. MODIFICATION OF TOP-HEAVY RULES

     1.  Effective  date.  This Section shall apply for purposes of  determining
whether the Plan is a top-heavy  Plan under Section  416(g) of the Code for Plan
Years  beginning  after  December 31, 2001,  and whether the Plan  satisfies the
minimum benefits requirements of Section 416(c) of the Code for such years. This
Section amends Section 11 of the Plan.

     2. Determination of top-heavy status.

               2.1 Key  Employee.  Key  Employee  means any  Employee  or former
          Employee  (including any deceased employee) who at any time during the
          Plan Year that includes the  Determination  Date was an officer of the
          Employer having annual compensation greater than $130,000 (as adjusted
          under  Section  416(i)(1) of the Code for Plan Years  beginning  after
          December 31, 2002), a 5-percent owner of the employer,  or a 1-percent
          owner  of  the  Employer  having  annual  compensation  of  more  than
          $150,000.  For this purpose,  annual  compensation  means compensation
          within the meaning of Section 415(c)(3) of the Code. The determination
          of who is a Key  Employee  will  be made in  accordance  with  Section
          416(i)(1)  of the  Code  and  the  applicable  regulations  and  other
          guidance of general applicability issued thereunder.

          2.2  Determination  of present  values and  amounts.  This Section 2.2
     shall apply for purposes of determining the amounts of account  balances of
     Employees as of the Determination Date.

               2.2.1 Distributions during year ending on the Determination Date.
          The amounts of account balances of an Employee as of the Determination
          Date shall be increased by the distributions  made with respect to the
          Employee  under the Plan and any plan  aggregated  with the Plan under
          Section  416(g)(2) of the Code during the 1-year  period ending on the
          Determination  Date.  The  preceding  sentence  shall  also  apply  to
          distributions   under  a  terminated  plan  which,  had  it  not  been
          terminated,  would have been  aggregated  with the Plan under  Section
          416(g)(2)(A)(i)  of the Code. In the case of a distribution made for a
          reason other than separation from service, death, or disability,  this
          provision shall be applied by substituting "5-year period" for "1-year
          period."

               2.2.2 Employees not performing services during year ending on the
          Determination  Date.  The  Accounts  of any  individual  who  has  not
          performed services for the Employer during the 1-year period ending on
          the Determination Date shall not be taken into account.

     3. Minimum benefits.

          Matching  Contributions.  Matching  Contributions  shall be taken into
          account  for   purposes  of   satisfying   the  minimum   contribution
          requirements  of  Section  416(c)(2)  of the  Code and the  Plan.  The
          preceding sentence shall apply with respect to Matching  Contributions
          under the Plan.  Matching  Contributions  that are used to satisfy the
          minimum  contribution   requirements  shall  be  treated  as  Matching
          Contributions for purposes of the actual contribution  percentage test
          and other requirements of Section 401(m) of the Code.


                SECTION 4. DIRECT ROLLOVERS OF PLAN DISTRIBUTIONS

     1. Effective  date.  This Section shall apply to  distributions  made after
December 31, 2001.

     2. Modification of definition of Eligible Rollover  Distribution to exclude
hardship withdrawals.  For purposes of the direct rollover provisions in Section
7.14 of the Plan,  any amount that is  distributed  on account of hardship shall
not be an Eligible  Rollover  Distribution  and the Distributee may not elect to
have any portion of such a distribution paid directly to an Eligible  Retirement
Plan.

     3. Modification of definition of Eligible Rollover  Distribution to include
after-tax  contributions.  For  purposes of the direct  rollover  provisions  in
Section  7.14 of the Plan, a portion of a  distribution  shall not fail to be an
Eligible Rollover  Distribution merely because the portion consists of after-tax
contributions  which are not includible in gross income.  However,  such portion
may be transferred only to an individual retirement account or annuity described
in Section  408(a) or (b) of the Code,  or to a qualified  defined  contribution
plan described in Section 401(a) or 403(a) of the Code that agrees to separately
account for amounts so  transferred,  including  separately  accounting  for the
portion of such distribution which is includible in gross income and the portion
of such distribution which is not so includible.

     4. Modification of definition of Eligible  Retirement Plan. For purposes of
the  direct  rollover  provisions  in  Section  7.13 of the  Plan,  an  Eligible
Retirement Plan shall also mean an annuity contract  described in section 403(b)
of the Code and an  eligible  plan  under  section  457(b) of the Code  which is
maintained  by a state,  political  subdivision  of a state and which  agrees to
separately  account for amounts  transferred  into such plan from this plan. The
definition  of  Eligible  Retirement  Plan  shall  also  apply  in the case of a
distribution to a surviving  spouse,  or to a spouse or former spouse who is the
alternate payee under a qualified domestic relation order, as defined in section
414(p) of the Code.

The Plan will accept Participant Rollover  Contributions and/or direct rollovers
of  Eligible  Rollover  Distributions  made  after  December  31,  2001,  from a
qualified Plan described in Section 401(a) or 403(a) of the Code.


                     SECTION 5. REPEAL OF MULTIPLE USE TEST

The multiple use test described in Treasury  Regulation  Section  1.401(m)-2 and
Section 4.10 of the Plan shall not apply for Plan Years beginning after December
31, 2001.


     SECTION 6. ELECTIVE DEFERRALS - CONTRIBUTION LIMITATION

No Participant  shall be permitted to have Salary  Deferral  Contributions  made
under this Plan, or any other  qualified plan  maintained by the Employer during
any taxable year, in excess of the dollar limitation contained in Section 402(g)
of the Code in effect for such  taxable  year,  except to the  extent  permitted
under Section 7 of this amendment and Section 414(v) of the Code, if applicable.

                        SECTION 7. CATCH-UP CONTRIBUTIONS

All Employees who are eligible to make Salary Deferral  Contributions under this
Plan and who have  attained  age 50 before  the close of the Plan Year  shall be
eligible to make catch-up  contributions  in accordance with, and subject to the
limitations  of, Section 414(v) of the Code. Such catch-up  contributions  shall
not  be  taken  into  account  for  purposes  of  the  provisions  of  the  Plan
implementing  the required  limitations of Sections  402(g) and 415 of the Code.
The Plan shall not be treated as failing to satisfy the  provisions  of the Plan
implementing the  requirements of Sections  401(k)(3),  401(k)(11),  401(k)(12),
410(b),  or 416 of the Code,  as  applicable,  by  reason of the  making of such
catch-up contributions.

This Section 7 shall apply to contributions made after December 31, 2001.


          SECTION 8. SUSPENSION PERIOD FOLLOWING HARDSHIP DISTRIBUTION

A Participant who receives a distribution of Salary Deferral Contributions after
December 31, 2001, on account of hardship shall be prohibited from making Salary
Deferral Contributions and After-Tax Contributions under this Plan and all other
plans of the Employer for 6 months after receipt of the distribution.


             SECTION 9. DISTRIBUTION UPON SEVERANCE FROM EMPLOYMENT

     1.  Effective  date.  This  Section  9 shall  apply for  distributions  and
severances from employment occurring after the dates set forth below.

     2. New distributable event. A Participant's Salary Deferral  Contributions,
Matching  Contributions,  and earnings attributable to these contributions shall
be  distributed  on  account of the  Participant's  severance  from  employment.
However,  such a distribution  shall be subject to other  provisions of the Plan
regarding  distributions,  other than  provisions that require a separation from
service before such amounts may be distributed.

This Section shall apply for  distributions  after  severances  from  employment
occurring after December 31, 2001.





<PAGE>


                       AMERICAN HOME PRODUCTS CORPORATION
                            SAVINGS PLAN (the "Plan")

                 VESTING FOR PARTICIPANTS WHO ARE TRANSFERRED TO
                               IMMUNEX CORPORATION

                                  APPENDIX XIII

     American Home Products Corporation  ("AHPC"), a Delaware  corporation,  and
AHPC Subsidiary Holding Corporation, a Delaware corporation, (together with AHPC
the  "Sellers")  entered  into a purchase  agreement  with  Immunex  Corporation
("Immunex"),  a Washington  corporation,  (the "Buyer"),  dated November 6, 2001
(the "Purchase Agreement"), for the purchase as of January 3, 2002 (the "Closing
Date") by Immunex of one  thousand  (1,000)  shares of Greenwich  Holdings  Inc.
("Greenwich"),  a Delaware corporation,  which constitutes all of the issued and
outstanding shares of capital stock of Greenwich.

     Pursuant to Section  8.1(b) of the  Purchase  Agreement,  Buyers  agreed to
amend  the  Plan to  provide  that  Participants  in the  Plan  who  have  their
employment  transferred  to  Immunex  on  the  Closing  Date,  the  "Transferred
Employees",  as defined in the  Purchase  Agreement),  shall be fully  vested in
their benefit  attributable  to their  Matching  Account as of the Closing Date,
regardless  of the  number of years of  Continuous  Service  of the  Transferred
Employees on that date.