EXHIBIT 10(i)

                                   PFIZER INC.

                            STOCK AND INCENTIVE PLAN
                       ---------------------------------
                       (AS AMENDED THROUGH JULY 1, 1999)


1.   PURPOSE

     The purpose of the Stock and Incentive Plan (known as the "Stock Option and
Incentive  Plan of 1965 as  amended"  prior to the 1980  amendment  thereof  and
hereinafter  called the "Plan") is to furnish a material  incentive to employees
of the Company and its  subsidiaries by making available to them the benefits of
a larger  Common  Stock  ownership  in the  Company  through  stock  options and
otherwise.  It is believed that these increased  incentives will not only induce
the continued service of employees but will also stimulate their efforts towards
the continued success of the Company and its subsidiaries,  as well as assist in
the  recruitment of new employees.  Nothing in the Plan shall  interfere with or
limit in any way the right of the Company or any  subsidiary  to  terminate  any
participant's  employment at any time, nor confer upon any participant any right
to continue in the employ of the Company or any  subsidiary.  No employee  shall
have the right to be  selected  to receive an option or other  award  under this
Plan or having been so selected,  to be selected to receive a future award grant
or option.  Neither  the award nor any  benefits  arising out of this Plan shall
constitute part of a participant's  employment  contract with the Company or any
subsidiary  and,  accordingly,  this  Plan  and the  benefits  hereunder  may be
terminated  at any time in the  sole and  exclusive  discretion  of the  Company
without  giving rise to liability  on the part of the Company or any  subsidiary
for severance payments.

2.   ADMINISTRATION

     Except to the extent  otherwise  provided  in Section 4 and Section 15, the
Plan  shall  be  administered  by  the  Employee   Compensation  and  Management
Development   Committee,   which  shall  make,  in  its  sole  discretion,   all
determinations arising in the administration,  construction or interpretation of
the Plan  including  the right to construe  disputed or doubtful  Plan terms and
provisions,  and any such  determination  shall be conclusive and binding on all
persons, except as otherwise provided by law.

3.   TOTAL NUMBER OF SHARES

     Subject to the  provisions  of Section  6(g),  the maximum  amount of stock
which may be issued under the Plan is 1,179,000,000*  shares of the Common Stock
of the Company (comprised of 72,000,000* shares authorized in 1965,  72,000,000*
shares authorized in 1969,  72,000,000** shares authorized in 1972, 72,000,000**
shares   authorized   in  1975,   72,000,000**   shares   authorized   in  1980,
120,000,000***  shares authorized in 1983,  132,000,000***  shares authorized in
1986,   132,000,000***  shares  authorized  in  1989,   132,000,000****   shares
authorized   in   1992,   138,000,000*****   shares   authorized   in  1996  and
165,000,000******  shares  authorized in 1999). No participant  shall be granted
(i)  options  which  would  result  in  such  participant  receiving  more  than
1,440,000*  shares of the total number of shares  authorized in 1965,  more than
1,440,000* shares of the total number of shares authorized in 1969, or more than
1,440,000**  shares of the total number of

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shares  authorized in 1972, or (ii) options or awards which would result in such
participant receiving more than 1,440,000** shares of the total number of shares
authorized in 1975, more than  2,400,000**  shares of the total number of shares
authorized in 1980, more than 2,400,000***  shares of the total number of shares
authorized in 1983, more than 3,600,000***  shares of the total number of shares
authorized in 1986, more than 3,600,000***  shares of the total number of shares
authorized in 1989, more than 3,600,000**** shares of the total number of shares
authorized  in 1992,  more than  3,600,000*****  shares  of the total  number of
shares  authorized  in 1996,  or more than  4,500,000******  shares of the total
number  of  shares  authorized  in 1999,  or (iii) any  option,  stock  award or
performance  unit award which would result in ownership by such  participant  of
more than ten percent of the stock of the Company  within the meaning of Section
422 of the Internal Revenue Code, or (iv) any incentive stock option, as defined
in Section 422 of the Internal  Revenue Code,  granted after  December 31, 1986,
which would  result in such  participant  receiving a grant of  incentive  stock
options for stock that would have an  aggregate  fair market  value in excess of
$100,000,  determined  as of the time that the option is granted,  that would be
exercisable for the first time by such participant  during any calendar year. No
option  with  respect to any shares  authorized  in 1975 shall be granted to the
extent that shares authorized in 1972 are available therefor, or with respect to
any shares  authorized  in 1980 to the extent that shares  authorized in 1972 or
shares authorized in 1975 are available therefor,  or with respect to any shares
authorized in 1983 to the extent that shares  authorized  in 1972,  1975 or 1980
are available therefor,  or with respect to any shares authorized in 1986 to the
extent  that  shares  authorized  in  1972,  1975,  1980 or 1983  are  available
therefor,  or with respect to any shares  authorized  in 1989 to the extent that
shares authorized in 1972, 1975, 1980, 1983, or 1986 are available therefor,  or
with  respect  to any  shares  authorized  in 1992  to the  extent  that  shares
authorized in 1972,  1975,  1980,  1983, 1986 or 1989 are available  therefor or
with  respect  to any  shares  authorized  in 1996  to the  extent  that  shares
authorized  in 1972,  1975,  1980,  1983,  1986,  1989,  or 1992  are  available
therefor,  or with respect to any shares  authorized  in 1999 to the extent that
shares  authorized in 1972,  1975,  1980,  1983,  1986,  1989, 1992, or 1996 are
available  therefor.  With respect to all options and stock awards granted on or
after  January 1, 1972,  the records of the Company  shall specify the number of
shares  authorized in 1965, the number of shares  authorized in 1969, the number
of shares  authorized  in 1972,  the number of shares  authorized  in 1975,  the
number of shares  authorized in 1980,  the number of shares  authorized in 1983,
the number of shares  authorized  in 1986,  the number of shares  authorized  in
1989, the number of shares  authorized in 1992, the number of shares  authorized
in 1996 and the number of shares  authorized  in 1999 covered by such options or
awards.  None of the shares  authorized in 1965, 1969 or 1972 shall be available
for stock awards.

----------
*      Adjusted for the three-for-one stock split in 1970, the two-for-one stock
       split in 1983, the two-for-one stock split in 1991, the two-for-one stock
       split in 1995, the two-for-one stock split in 1997, and the three-for-one
       stock split in 1999.

**     Adjusted for the two-for-one  stock split in 1983, the two-for-one  stock
       split in 1991, the two-for-one stock split in 1995, the two-for-one stock
       split in 1997, and the three-for-one stock split in 1999.

***    Adjusted for the two-for-one  stock split in 1991, the two-for-one  stock
       split in 1995, the two-for-one stock split in 1997, and the three-for-one
       stock split in 1999.

****   Adjusted for the two-for-one  stock split in 1995, the two-for-one  stock
       split in 1997, and the three-for-one stock split in 1999.

*****  Adjusted for the  two-for-one  stock split in 1997 and the  three-for-one
       stock split in 1999.

****** Adjusted for the three-for-one stock split in 1999.

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4.   PARTICIPATION IN PLAN

     a.  Employees:  All employees of the Company or its  subsidiaries  shall be
eligible  to  participate  in  this  Plan.  From  time  to  time,  the  Employee
Compensation and Management  Development Committee shall determine the employees
who shall be  granted  options  under the Plan,  the  number of shares of Common
Stock to be optioned to each such  employee,  and whether such options  shall be
"incentive  stock  options"  as defined in Section 422 of the  Internal  Revenue
Code,  non-qualified  stock options,  or Tandem Options as defined  herein;  and
shall determine the individual employees who shall be granted stock appreciation
rights  under the Plan  pursuant  to Section 7; and who shall be awarded  shares
under the Plan  pursuant to Section 8, as well as the number of shares of Common
Stock to be so awarded,  and the restrictions,  if any, to be placed thereon and
who shall be granted  performance unit awards under the Plan pursuant to Section
9 and tandem  awards under the Plan pursuant to Section 10;  provided,  however,
that in the case of employees who are also  directors of the Company or officers
of the Company in categories designated by the Executive Compensation Committee,
the  Executive  Compensation  Committee  shall  make these  determinations;  and
provided  further,  that the  Executive  Compensation  Committee,  or such other
Committee as the Board of Directors may appoint,  shall make all  determinations
with respect to all stock  appreciation  rights that are  exercisable in cash or
partly  in stock and  partly in cash and with  respect  to all  options  related
thereto.

     b. Ineligible  Persons:  For any and all purposes under this Plan, the term
"employee" shall not include a person hired as an independent contractor, leased
employee, consultant or a person otherwise designated by the Company at the time
of hire as not eligible to  participate  in or receive  benefits under the Plan,
even if such ineligible person is subsequently determined to be an "employee" by
any governmental or judicial authority.

5.   TERM OF PLAN

     No option with respect to shares  authorized in or prior to 1969 under this
Plan shall be granted  pursuant to this Plan after  December 31, 1978, no option
with respect to shares authorized in 1972 shall be granted pursuant to this Plan
after  December 31, 1992, no option,  stock  appreciation  right or stock award,
with respect to shares authorized in 1975 shall be granted pursuant to this Plan
after  December 31, 1992,  no option,  stock  appreciation  right,  stock award,
performance unit award or tandem award with respect to shares authorized in 1980
shall be granted pursuant to this Plan after December 31, 1992, no option, stock
appreciation  right,  stock award,  performance  unit award or tandem award with
respect to shares  authorized  in 1983 shall be  granted  pursuant  to this Plan
after  December 31, 1992,  no option,  stock  appreciation  right,  stock award,
performance unit award or tandem award with respect to shares authorized in 1986
shall be granted pursuant to this Plan after December 31, 1995, no option, stock
appreciation  right,  stock award,  performance  unit award or tandem award with
respect to shares  authorized  in 1989 shall be  granted  pursuant  to this Plan
after  December 31, 1998,  no option,  stock  appreciation  right,  stock award,
performance unit award or tandem award with respect to shares authorized in 1992
shall be granted pursuant to this Plan after December 31, 2001, no option, stock
appreciation  right,  stock award,  performance  unit award or tandem award with
respect to shares  authorized  in 1996 shall be  granted  pursuant  to this Plan
after  December 31, 2005,  no option,  stock  appreciation  right,  stock award,
performance unit award or

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<PAGE>

tandem award with respect to shares authorized in 1999 shall be granted pursuant
to this Plan after December 31, 2008, but options,  stock  appreciation  rights,
performance  unit awards,  tandem awards and  restrictions  on awards may extend
beyond such dates.

6.   TERMS AND CONDITIONS OF OPTIONS

     All  options  under the Plan shall be subject  to the  following  terms and
conditions:

     (a)  Option  Price.  The option  price per share shall be not less than the
fair  market  value of the Common  Stock on the date the option is  granted,  as
determined  by the  Committee in accordance  with  applicable  provisions of the
Internal   Revenue  Code  and  Treasury   Department   rulings  and  regulations
thereunder.

     (b)  Number of  Shares.  The  option  shall  state the  number of shares of
Common Stock covered thereby.

     (c)  Payment.  At the time of the  exercise of the option the option  price
shall be payable in cash and/or, if the option so provides,  in shares of Common
Stock  valued  at the  market  price at the time the  option is  exercised.  The
Committee may in its discretion  require or permit  payroll  deductions or other
suitable means to enable  optionees to accumulate  sufficient  funds to exercise
their options and pay the option price.

     (d)  Term of Option.  An incentive stock option shall provide that it shall
not be  exercisable  after the expiration of ten years from the date such option
is granted. A non-qualified  option may be exercisable for a period greater than
ten years if so provided in the terms of the option.

     (e)  Exercise of Option.  No option may be exercised  during the first year
of its term or such longer  period as may be specified in the option;  provided,
however,  in the event of a "Change of Control" of the Company,  as that term is
defined in Section 11(e),  the Board may in its discretion make any options that
are not yet  exercisable  immediately  exercisable,  and  further  provided  the
Committee may in its  discretion  make any options that are not yet  exercisable
immediately  exercisable  in cases where (i) an  optionee's  employment is to be
terminated due to a divestiture or downsizing of a business, (ii) in the case of
a retiring optionee who holds options with extended vesting provisions, or (iii)
otherwise,  where the Committee  determines  that such action is  appropriate to
prevent inequities with respect to an optionee. Thereafter, an optionee, subject
to the terms of the option,  may  exercise the option in whole at any time or in
part from time to time either by giving written notice thereof  addressed to the
Treasurer of the Company,  or by using other  methods of notice as the Committee
shall adopt,  specifying the number of shares to be purchased and accompanied by
payment  of the  option  price  therefor.  In the  event of  death,  the  person
designated in the optionee's  Will, or in the absence of such  designation,  the
legal  representative  of an  optionee,  or if a  legal  representative  of  the
optionee has not been appointed,  the optionee's  surviving spouse,  may in like
manner  exercise the option provided the same was exercisable by the optionee at
the time of his death, but such privilege shall expire,  subject to Section 6(d)
and 6(f)  (iii)  hereof,  one year  after the death of the  optionee;  provided,
however,  in any event  that if the option is not  exercised  by the last day in
which it is exercisable,  the option shall be exercised and the proceeds paid to
the deceased optionee's estate.

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<PAGE>

     (f)  Termination of Option. The option, to the extent not exercised,  shall
terminate upon its expiration as set forth in Section 6(d) hereof, its surrender
as set forth in Section  11(c)  hereof,  or upon  breach by the  optionee of any
provision of the option,  or when the optionee  ceases to be an employee for any
reason  including  retirement,  whichever  event  shall first  occur;  provided,
however,  that with respect to options  granted  during and subsequent to August
1997 which are otherwise  exercisable in accordance  with Section 6(e) hereof on
the date of termination of employment, three months after the optionee ceases to
be an employee for any reason including  retirement,  however,  if the option so
provides,  the Committee in its  discretion  may permit the optionee to exercise
the option for  reasons  of  hardship  up to twelve  months  after  termination,
assuming that the option was otherwise exercisable; further except that, subject
to Section 6(d) hereof (i) the  optionee,  if his  employment is terminated as a
result of a disability,  and provided the option was  exercisable at the time of
termination of employment,  may elect to exercise the option, subject to Section
6(e) hereof,  within  twelve months after the date of  termination,  (ii) in the
event of his death while an employee,  the option shall terminate as provided in
Section 6(e) hereof, and (iii)  notwithstanding  subsections (i) and (ii) above,
if the option so  provides,  in the event that the  optionee  has  retired or is
eligible for retirement under Sections 4a., b. or d. of the Company's Retirement
Annuity  Plan,  or as the same may be  amended  from time to time,  or under any
pension or retirement plan maintained by the Company or any of its subsidiaries,
the optionee,  or in the event of death, the person designated in the optionee's
Will, or in the absence of such  designation,  the legal  representative of such
optionee,  or if a legal  representative of the optionee has not been appointed,
the optionee's  surviving  spouse,  may elect to exercise the option at any time
until such option expires by its terms; provided,  however, in any event that if
the  option is not  exercised  by the last day in which it is  exercisable,  the
option shall be  exercised  and the  proceeds  paid to the  deceased  optionee's
estate;  any  subsequent  reemployment  of the optionee by the Company shall not
affect  such  optionee's  right to  exercise  the  option  as  provided  in this
subsection (iii).

     (g)  Recapitalization.  In the event of any change in the number or kind of
outstanding   shares  of   Common   Stock  of  the   Company   by  reason  of  a
recapitalization,    merger,    consolidation,    reorganization,    separation,
liquidation,  stock split,  stock  dividend,  combination of shares or any other
change  in the  corporate  structure  or  shares  of  stock of the  Company,  an
appropriate adjustment will be made automatically, in accordance with applicable
provisions  of the Internal  Revenue Code and  Treasury  Department  rulings and
regulations  thereunder,  in the number and kind of shares for which options may
thereafter be granted both in the aggregate and as to each optionee,  as well as
in the number and kind of shares subject to options  theretofore granted and the
option price payable upon exercise of such options.

     (h)  Transferability.  The  option  shall  provide  that  it  will  not  be
transferable  by the  optionee  other  than by Will or the laws of  descent  and
distribution and shall be exercisable,  during the optionee's lifetime,  only by
him;  provided,  however,  that the  Committee in its  discretion  may grant (or
sanction  by way of an  amendment  to an  existing  grant)  non-qualified  stock
options which may be  transferred  by the  optionee,  solely as gifts during the
optionee's  lifetime,  to any member of the optionee's  immediate family or to a
trust  established  for the  exclusive  benefit  of one or more  members  of the
optionee's  immediate  family,  in which case the terms of such option  shall so
state. A transfer of an option  pursuant to this subjection may be effected only
by the Company at the written request of an optionee and shall become  effective
only when recorded in the Company's record of outstanding  options. In the event
an option is transferred as contemplated in this subsection, such option may not
be subsequently  transferred by the transferee other than by Will or the laws of
descent  and


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<PAGE>

distribution,  such option  shall  continue to be governed by and subject to the
terms and  conditions of this Plan and the relevant  grant,  and the  transferee
shall be entitled to the same rights as the optionee as if no transfer had taken
place.  As used in this  subsection,  "immediate  family" shall mean any spouse,
child,  stepchild or grandchild,  and shall include  relationships  arising from
legal adoption.

     (i)  Applicable  Law. The option shall contain a provision  that it may not
be  exercised  at a time when the  exercise  thereof or the  issuance  of shares
thereunder  would  constitute a violation of any federal or state law or listing
requirements  of the New York Stock Exchange for such shares.  The provisions of
the Plan shall be construed, regulated and administered according to the laws of
the State of New York without  giving effect to principles of conflicts of laws,
except to the extent superseded by any controlling Federal statute.

     (j)  Incorporation by Reference.  The option shall contain a provision that
all the  applicable  terms  and  conditions  of this  Plan are  incorporated  by
reference therein.

     (k)  Tandem  Award.  Any  option  constituting  a part  of a  tandem  award
authorized by Section 10 hereof shall be subject to the terms and  conditions of
such award.

     (l)  Other  Provisions.  The option shall  contain such  provisions  as the
Committee  shall deem advisable  consistent with the terms of the Plan as herein
set forth.  In addition,  the  incentive  stock options shall contain such other
provisions as may be necessary to meet the  requirements of the Internal Revenue
Code and the Treasury  Department rulings and regulations issued thereunder with
respect to incentive stock options.

7.   STOCK APPRECIATION RIGHTS

     The Committee may, in its discretion,  grant stock  appreciation  rights to
the holder of any incentive stock option or  non-qualified  stock option granted
by the  Company.  Such  appreciation  rights  shall be subject to such terms and
conditions  consistent  with the Plan as the Committee shall impose from time to
time, including the following:

     (a)  An appreciation  right may be made part of any such option at the time
of its grant or at any time thereafter prior to its expiration;

     (b)  Upon exercise of an appreciation right the holder shall be entitled to
receive:

          (i)  a number of shares of the Common Stock of the Company  determined
               by dividing:

               (1) the  number of  shares  which the  optionee  selects,  not to
               exceed the total  number of shares that the  optionee is eligible
               to purchase  as of the  exercise  date under the related  option,
               multiplied by the amount,  if any, by which the fair market value
               of a share of the Common  Stock of the  Company  on the  exercise
               date exceeds the option price provided in the related option, by

               (2) the fair market  value of a share of the Common  Stock of the
               Company on the exercise date; provided,  however,  that the total
               number of shares  which


                                       6
<PAGE>

               may be received pursuant to the exercise of an appreciation right
               shall not  exceed  the total  number  of  shares  subject  to the
               related option; or

          (ii) if so  provided  in the award,  (a)  payment of cash equal to the
               aggregate  fair market value on the date of such  exercise of the
               number of shares of Common Stock  determined under clause (i); or
               (b) in part cash and in part  shares;  all as  determined  by the
               Committee in its sole discretion;

     (c)  No  fractional  share or cash in lieu  thereof will be issued upon the
exercise of any such right; and

     (d)  Exercise of an appreciation  right, in whole or in part, shall exhaust
and  terminate  the related  option with respect to the number of shares used in
the calculation under subsection  (b)(i)(1) of this Section 7 in determining the
number of shares issued upon such exercise of the  appreciation  right (or which
would  have been  issued but for any cash  payment).  Upon such  exercise  of an
appreciation  right, the number of shares subject to reallocation  under Section
13 shall be equal to the  difference  between  the number of shares  used in the
calculation  under  subsection  (b)(i)(1)  of this  Section 7 and the  number of
shares  issued to the  optionee  pursuant to such  exercise (or which would have
been issued but for any cash payment).

8.   STOCK AWARDS

     Stock awards will  consist of shares of Common Stock of the Company  issued
to participating  employees as additional compensation for their services to the
Company.  Stock  awards  shall be subject to the  provisions  of Section 3, this
Section  8,  Section  11(a),  (c) and (d) and,  during  the  period in which the
restrictions or the Company's right of reacquisition hereinafter referred to are
in effect,  Section 11(b).  Other than for stock awards determined in accordance
with the Company's Performance-Contingent Share Award Program and paid out under
this Plan, as to which there shall be no waiting  period,  each stock award to a
participant  shall  provide  that the  shares  subject  to such award may not be
transferred or otherwise  disposed of by the participant prior to the expiration
of a period or periods specified therein, which shall not occur earlier than one
year  following  the date of the award  (except  that the award may  permit  the
earlier lapse of such  restriction  in the event of the  participant's  death or
disability or retirement  pursuant to any pension or retirement  plan maintained
by the Company or any of its subsidiaries),  and that the Company shall have the
right to reacquire such shares upon termination of the participant's  employment
with the Company while such restriction is in effect,  such  reacquisition to be
upon the terms and conditions  provided in the award. Stock awards shall also be
subject to such other terms and conditions,  not inconsistent  therewith, as the
Committee determines to be appropriate.

9.   PERFORMANCE UNIT AWARDS

     Performance  unit  awards will  consist of  performance  units  credited to
participating  employees.  Each award shall  specify  the initial  value of each
performance unit, such value to be determined by reference to the book or market
value of the Common  Stock of the Company or to the  Company's  earnings or such
other  criteria  related to the Company's  performance as the Committee may deem


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<PAGE>

appropriate.  The award  shall be payable  in cash  and/or  Common  Stock of the
Company as the Committee shall determine in its sole discretion.

     Subject  to the  provisions  of  this  Section  9 and of  Section  11,  the
Committee  shall have  exclusive  authority  to determine  additional  terms and
conditions  of each  performance  unit  award.  Such  terms and  conditions  may
include, without limitation, provisions under which:

     (1)  On the payment date prescribed in the award a participant shall become
entitled to receive the full value of each such unit on such date, or such other
amount as such award may specify;

     (2)  Each unit may accrue earnings  determined by reference to earnings per
share or dividends paid per share on the Common Stock of the Company,  or to the
prime or another specified  lending rate, or to other criteria  specified in the
award and payable at such time or times as may be specified therein;

     (3)  The  right of a  participant  to  receive  payments  in  respect  of a
performance  unit  may be made  subject  in  whole  or in part to the  Company's
attainment of earnings or other objectives specified in the award; and

     (4)  The determination of all relevant  valuation and other data pertaining
to the award shall be in the sole judgment of the Committee.  Without limitation
of the foregoing,  in the event that an amount payable in respect of an award is
based in whole or in part on the  Company's  earnings  or the book  value of its
Common Stock, the Committee may make such  adjustments to the publicly  reported
amounts of the Company's consolidated earnings or of such book value as it deems
appropriate  for changes in  accounting  practices or  principles,  for material
acquisitions  or  dispositions of stock or property,  for  recapitalizations  or
reorganizations  or for any other  events  with  respect to which the  Committee
determines such an adjustment to be appropriate in order to avoid  distortion in
the operation of the Plan.

     Each award shall be evidenced by a written instrument which shall set forth
the number of  performance  units covered  thereby,  the initial dollar value of
each such unit,  the terms and  conditions,  if any,  under which such value may
change prior to the vesting of the unit,  the terms and  conditions  under which
each such unit will vest and such  other  matters as the  Committee  in its sole
discretion may deem  appropriate.  The Committee may from time to time establish
such rules as it deems  appropriate  regarding the manner and timing of payments
of amounts due in respect of vested units.

     No performance  unit award shall provide for the vesting in a participating
employee of any  performance  unit covered  thereby prior to the expiration of a
period  of one year  after  the date of the  award,  except  that the  award may
provide for such vesting in the event of death or  disability  or  retirement of
the employee  pursuant to a pension or retirement plan maintained by the Company
or one of its  subsidiaries  prior to the expiration of such period.  Each award
shall provide that prior to the vesting of the units covered  thereby they shall
be subject to forfeiture (A) upon the termination of the recipient's  employment
with the Company,  (B) as  contemplated  by Section 10 hereof,  if such award is
part of a tandem award, and (C) as may otherwise be specified in the award.

     No  participant  shall be entitled  to receive in respect of a  performance
unit payments of amounts exceeding twice the original value established for such
unit.

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<PAGE>

     The  maximum  dollar  value of  performance  units  which may be  initially
awarded  to  participants  may not  exceed  1,500,000  "Reference  Units" in the
aggregate  for  all  participants,  and  50,000  Reference  Units  for  any  one
participant. For purposes of this paragraph:

     (1)  A  Reference  Unit shall be the  equivalent  of the greater of (a) the
fair market value of one share of the Common Stock of the Company on the date as
of which a particular award of performance  units is made, or (b) the book value
of a share of such Common Stock as at the end of the last completed  fiscal year
of the Company prior to such award date plus the cash  dividends  paid per share
on such stock during such fiscal year; and

     (2)  Crediting of an award of performance units shall exhaust and terminate
a number of  Reference  Units  equal to the  number  obtained  by  dividing  the
credited  dollar value of such  performance  units by the greater of the amounts
referred to in subclauses (a) and (b) of Clause 1 above,  and except as provided
in the following sentence, such terminated Reference Units shall not be utilized
for subsequent awards.

     In the event that an award of  performance  units is  forfeited  or for any
other  reason the cash amount or the value of the shares of the Common  Stock of
the Company (as  determined  by the Committee in its sole  judgment)  ultimately
delivered to a participant in payment for an award of  performance  units (other
than amounts paid to the  participant as earnings on the  performance  units) is
less than the  Reference  Units  originally  exhausted and  terminated  upon the
crediting of such award, a number of Reference  Units equal to the dollar amount
of such  shortfall  divided by the value  originally  assigned to such Reference
Units shall be restored and become  available  for  subsequent  awards under the
Plan.

     Nothing contained herein shall be deemed to limit the right of the Board of
Directors or a duly  appointed  committee  thereof to  authorize  the payment or
award  of  compensation  other  than in  stock to any  employee  otherwise  than
pursuant  to  the  Plan,  regardless  of the  fact  that a  particular  form  of
compensation  may be the same as or similar to that which the  Committee may pay
or award to participants under Section 9 of the Plan.

10.  TANDEM AWARDS

     The Committee may, in its discretion,  grant tandem awards to participating
employees.  A tandem award shall  consist of a right of election by the employee
among two or more of the  following:  (A) an option,  which may  include a stock
appreciation right with respect thereto, (B) a performance unit award, and (C) a
stock  award.  Subject to the  provisions  of Section 11, such right of election
shall be upon such terms and  conditions  as the  Committee  may  specify in the
tandem award, which shall include the following:

     (a)  The number of shares of the Common Stock of the Company covered by the
option,  the  number of shares  covered  by the  stock  award and the  number of
performance units covered by the performance unit award;

                                       9
<PAGE>

     (b)  Provisions  establishing  the number of shares and  performance  units
which will remain  subject to each portion of the tandem award upon the exercise
of the right of election in whole or in part; and

     (c)  The date on which the right of election shall terminate unless earlier
exercised or terminated pursuant to the terms of the tandem award.

11.  CONDITIONS APPLICABLE TO ALL AWARDS

     (a)  Recapitalization.  In the event of any change in the number or kind of
outstanding   shares  of   Common   Stock  of  the   Company   by  reason  of  a
recapitalization,    merger,    consolidation,    reorganization,    separation,
liquidation,  stock split,  stock  dividend,  combination of shares or any other
change  in the  corporate  structure  or  shares  of  stock of the  Company,  an
appropriate adjustment will be made automatically, in accordance with applicable
provisions  of the Internal  Revenue Code and  Treasury  Department  rulings and
regulations  thereunder,  in the number and kind of shares and performance units
subject to  Sections  8, 9 and 10 and the maximum  dollar  value of  performance
units subject to Sections 9 and 10.

     (b)  Transferability.  Each award to a participant under Section 8, 9 or 10
shall  provide that neither the award nor any right or interest of a participant
therein shall be transferable by the participant  other than by Will or the laws
of descent and  distribution,  and that such award shall be exercisable,  during
the participant's lifetime, only by him.

     (c)  Surrender. The Committee may require the surrender of an option, stock
appreciation  right,  stock award or  performance  unit award granted under this
Plan as a condition  precedent  to a grant of a new option,  stock  appreciation
right,  stock award or performance unit award for the same or a different number
of shares or having the same or a different  initial value in Reference Units as
the option,  stock  appreciation  right,  stock award or performance  unit award
surrendered.   Such  new  option,  stock  appreciation  right,  stock  award  or
performance unit award shall be subject to the terms or conditions  specified by
the Committee at the time the new option,  stock appreciation right, stock award
or  performance  unit award is granted,  all  determined in accordance  with the
provisions of this Plan without regard to the price, period of exercise,  or any
other terms or conditions of the option,  stock appreciation  right, stock award
or performance unit award surrendered.

     (d)  Leave of Absence. If approved by the Committee,  an employee's absence
or leave because of military or governmental service, disability or other reason
shall not be considered  an  interruption  of employment  for any purpose of the
Plan.

     (e)  Change of Control  shall mean the  occurrence  of any of the following
events: (a) at any time during the two-year period following the Effective Date,
or the  beginning  of a renewal  term as the case may be, at least a majority of
the  Company's  Board  of  Directors  shall  cease  to  consist  of  "Continuing
Directors"  (meaning  directors of the Company who either were  directors at the
beginning of such two-year period or who subsequently became directors and whose
election, or nomination for election by the Company's stockholders, was approved
by a majority of the then Continuing Directors);  or (b) any "person" or "group"
(as determined for purposes of Section  13(d)(3) of the Securities  Exchange Act
of 1934),  except any  majority-owned  subsidiary of the Company or any

                                       10
<PAGE>

employee  benefit  plan  of the  Company  or any  trust  or  investment  manager
thereunder,  shall have  acquired  "beneficial  ownership"  (as  determined  for
purposes of Securities  and Exchange  Commission  ("SEC")  Regulation  13d-3) of
shares of Common Stock of the Company  having 20% or more of the voting power of
all outstanding shares of capital stock of the Company,  unless such acquisition
is approved by a majority of the directors of the Company in office  immediately
preceding such acquisition; or (c) a merger or consolidation occurs to which the
Company is a party, whether or not the Company is the surviving corporation,  in
which  outstanding  shares of Common  Stock of the  Company are  converted  into
shares of another  company (other than a conversion into shares of voting common
stock of the successor corporation or a holding company thereof representing 80%
of the voting power of all capital stock thereof  outstanding  immediately after
the merger or  consolidation)  or other  securities  (of  either the  Company or
another  company)  or cash  or  other  property;  or (d)  the  sale  of all,  or
substantially  all, of the Company's  assets occurs;  or (e) the stockholders of
the Company approve a plan of complete liquidation of the Company.

12.  DEFINITIONS

     (a)  Company.  The  term  "Company"  shall  mean  Pfizer  Inc,  a  Delaware
corporation.

     (b)  Board of Directors. The term "Board of Directors" shall mean the Board
of Directors of Pfizer Inc.

     (c)  Employee Compensation and Management Development  Committee.  The term
"Employee  Compensation  and Management  Development  Committee"  shall mean the
Employee  Compensation  and  Management  Development  Committee of Pfizer Inc as
constituted by resolution of the Board of Directors.

     (d)  Executive  Compensation  Committee.  The term "Executive  Compensation
Committee"  shall mean the  Executive  Compensation  Committee  of Pfizer Inc as
constituted by resolution of the Board of Directors.

     (e)  Committee.  The term "Committee" shall mean the Employee  Compensation
and Management  Development Committee or such other committee referred to in the
second proviso of the last sentence of Section 4 hereof, as may be appropriate.

     (f)  Subsidiary.  The term "subsidiary" shall mean a subsidiary corporation
of the Company as defined in Section 424(f) of the Internal Revenue Code.

     (g)  Common  Stock.  The term "Common  Stock" shall mean the $.05 par value
Common Stock of the Company,  authorized but unissued,  or issued and reacquired
by the Company and held as Treasury Stock,  or held by any trust  established by
the Company for the purpose of  satisfying  the  Company's  obligations  for the
issuance of Common Stock under the Plan.

     (h)  Tandem Options. A "Tandem Option" shall mean an incentive stock option
and a non-qualified option granted to an optionee, subject to the provision that
the  exercise of all or any part of either  option will result in a reduction in
the other option.

                                       11
<PAGE>

     (i)  Internal Revenue Code. The term "Internal Revenue Code" shall mean the
Internal Revenue Code of 1986, as it may be amended from time to time.

13.  REALLOCATION OF UNUSED SHARES

     Any shares which are not purchased or awarded under an option,  performance
unit award or right of election  which has  terminated or lapsed,  either by its
terms or pursuant  to the  exercise,  in whole or in part,  of an award or right
granted under the Plan, or shares which are  reacquired by the Company  pursuant
to Section 8 hereof,  may be used for the  further  grant of options or, if such
shares were  authorized in 1975,  stock awards under the Plan, or if such shares
were  authorized  in 1980 or after,  stock  awards,  performance  unit awards or
tandem  awards  under the Plan.  For  purposes of this  Section 13 the number of
shares  subject to a tandem award under  Section 10 hereof which shall be deemed
not to have been  purchased or awarded as of the time such award  terminated  or
lapsed shall equal the excess, if any, of (i) the maximum number of shares which
the  participant  was  entitled to receive  under the tandem award over (ii) the
number  of  shares  which  he in  fact  had  received  as of the  time  of  such
termination or lapse.

14.  USE OF PROCEEDS

     The proceeds  received by the Company from the sale of stock under the Plan
shall be added to the  general  funds of the  Company and shall be used for such
corporate purposes as the Board of Directors shall direct.

15.  AMENDMENT AND REVOCATION

     The Board of Directors  shall have the right to alter,  amend or revoke the
Plan or any part thereof at any time and from time to time,  provided,  however,
that without the consent of the  participants  affected no change may be made in
any  option or award  theretofore  granted,  which  will  impair  the  rights of
participants under outstanding options or awards; and provided further, that the
Board of Directors may not, without the approval of the holders of a majority of
the outstanding Common Stock, make any alteration or amendment to the Plan which
increases the maximum number of shares of Common Stock which may be issued under
the Plan or the  number of shares of such  stock  which may be issued to any one
participant,  extends  the term of the Plan or of  options  granted  thereunder,
reduces the option price below that now provided for in the Plan, or changes the
conditions of exercise of options  specified in Section 6(e).  The Committee may
make non-substantive administrative changes to the Plan so as to conform with or
take  advantage  of  governmental  requirements,  statutes or  regulations.  The
Employee  Compensation  and  Management  Development  Committee  may delegate to
another  committee,  as it  may  appoint,  the  authority  to  take  any  action
consistent with the terms of the Plan, either before or after an option or award
has been granted,  which such other  committee  deems  necessary or advisable to
comply with any government laws or regulatory requirements of a foreign country,
including  but not limited to,  modifying or amending  the terms and  conditions
governing  any options or awards,  or  establishing  any local  country plans as
sub-plans to this Plan, each of which may be attached as an Appendix hereto.

                                       12
<PAGE>

16.  COMPLIANCE WITH SECTION 16

     With respect to Members  subject to Section 16 of the  Securities  Exchange
Act of 1934,  transactions  under  the  Plan are  intended  to  comply  with all
applicable conditions of Rule 16b-3 or its successors under the 1934 Act. To the
extent that compliance with any Plan provision applicable solely to such Members
is not required in order to bring a transaction  by such Member into  compliance
with Rule 16b-3, it shall be deemed null and void as to such transaction, to the
extent permitted by law and deemed advisable by the Plan administrators.  To the
extent any provision of the Plan or action by the Plan administrators  involving
such Members is deemed not to comply with an applicable condition of Rule 16b-3,
it shall be deemed null and void as to such Members,  to the extent permitted by
law and deemed advisable by the Plan administrators.

                                       13
<PAGE>

                                   APPENDIX A
                                   ----------


                RULES OF THE PFIZER INC STOCK AND INCENTIVE PLAN
                             FOR EMPLOYEES IN FRANCE


1.   INTRODUCTION

     The  Pfizer Inc Stock and  Incentive  Plan  (hereinafter  the "Plan" or the
"U.S. Plan") specifically authorizes the Committee to establish rules applicable
to options granted under the U.S. Plan,  including  options granted to employees
in France,  as the Committee deems advisable.  The Committee has determined that
it is advisable to  establish a sub-plan  for the  purposes of  permitting  such
options to qualify for  favorable  local tax and social  security  treatment  in
France.  Therefore,  the Company now establishes a sub-plan of the U.S. Plan for
the purpose of granting  options  which qualify for the favorable tax and social
security  treatment in France  applicable to options  granted under the Law n(0)
70-1322 of December 31, 1970, as subsequently  amended, to qualifying  employees
who are resident in France for French tax purposes.  The terms of the U.S. Plan,
of which this sub-plan is a part,  shall  constitute the Company's  stock option
plan for French  Employees  (the  "French  Plan").  Under the French  Plan,  the
qualifying employees will be granted only stock options. In no case will they be
granted  substitute  awards,  e.g.,  stock  bonuses,   restricted  stock,  stock
appreciation rights or other similar awards.

2.   DEFINITIONS

     Terms used in the French Plan shall have the same  meanings as set forth in
the U.S. Plan.

     In addition, the term "Option" shall have the following meaning:

     a.   Purchase options, that are rights to acquire shares repurchased by the
          Company prior to the grant of said options; or

     b.   Subscription  options,  that are  rights  to  subscribe  newly  issued
          shares.

     The term  "Grant  Date" shall be the date on which the  Committee  both (a)
designates the optionee and (b) specifies the terms and conditions of the Option
including the number of shares and the Option price.

     The term "Exercise  Eligibility  Date" shall mean the fifth  anniversary of
the Grant Date.

3.   ENTITLEMENT TO PARTICIPATE

     Any salaried employee or corporate executive in France shall be eligible to
receive options under the French Plan provided that he or she also satisfies the
eligibility  conditions  of the U.S.  Plan.  Options may not be issued under the
French Plan to employees or executives owning more


                                        1
<PAGE>

than ten percent (10%) of the Company's  capital shares or to individuals  other
than employees and corporate  executives of a French  subsidiary of the Company.
Options may not be issued to  directors of a French  subsidiary  unless they are
employed by such subsidiary.

4.   CONDITIONS OF THE OPTION/OPTION PRICE

     Notwithstanding  any  provision  in the  U.S.  Plan  to the  contrary,  the
conditions of the Options (option price, number of underlying shares and vesting
period)  will not be  modified  after the grant date,  except as provided  under
Section 6 of the French  Plan.  In this  respect,  Options will not be repriced,
re-granted, nor will the time at which Options may be exercised be accelerated.

     The option  price per share of common  stock  payable  pursuant  to options
issued  hereunder  shall be fixed by the  Committee  on the date the  option  is
granted,  but in no event  shall  the  option  price  per share be less than the
greater of:

     a.   with respect to purchase  options over the common stock, the higher of
          either 80% of the average  quotation price of such common stock during
          the 20 days of quotation  immediately  preceding the grant date or 80%
          of the  average  purchase  price  paid  for such  common  stock by the
          Company;

     b.   with respect to subscription options over the common stock, 80% of the
          average  quotation  price of such common  stock  during the 20 days of
          quotation immediately preceding the grant date; and

     c.   the minimum option exercise price permitted under the U.S. Plan.

5.   EXERCISE OF AN OPTION

     Upon  exercise  of an option,  the full  option  price will have to be paid
either by check or  credit  transfer.  The  optionee  may also give  irrevocable
instructions  to a  stockbroker  to  properly  deliver  the option  price to the
Company.

     The shares  acquired  upon  exercise  of an option  will be  recorded in an
account  in the name of the  shareholder,  or if the shares are held by a broker
after exercise, in an account in the name of the shareholder with the broker.

     No Option can be exercised before the Exercise  Eligibility Date.  However,
in the case of death of an optionee,  outstanding  options shall be  immediately
vested and exercisable under the conditions set forth by Section 7 of the French
Plan.

6.   CHANGES IN CAPITALIZATION

     In  compliance  with  French  law,  the option  price shall not be modified
during the option's duration. Adjustments to the option exercise price or number
of shares  subject to an option issued  hereunder  shall be made to preclude the
dilution or enlargement of benefits under such option only in the case of one or
more of the following transactions by the Company:

                                        2
<PAGE>

     a.   an increase of corporate capital by cash contribution;

     b.   an issuance of convertible or exchangeable bonds;

     c.   a capitalization of retained earnings, profits, or issuance premiums;

     d.   a distribution of retained earnings by payment in cash or shares; and

     e.   a reduction of corporate capital by set off against losses.

7.   DEATH

     In the event of the death of a French optionee, said individual's heirs may
exercise the option  within six months  following  the death,  provided that any
option which remains  unexercised  shall expire six months following the date of
the optionee's death.

8.   INTERPRETATION

     It is intended that options granted under the French Plan shall qualify for
the  favorable  tax and social  security  treatment  applicable to stock options
granted  under the Law n(0)  70-1322  of  December  31,  1970,  as  subsequently
amended,  and in accordance with the relevant provisions set forth by French tax
law and the French  tax  administration.  The terms of the French  Plan shall be
interpreted accordingly and in accordance with the relevant provisions set forth
by French tax and  social  security  laws,  as well as the French tax and social
security administrations.

9.   AMENDMENTS

     Subject to the terms of the U.S. Plan, the Committee  reserves the right to
amend or terminate the French Plan at any time.

10.  ADOPTION

     The French Plan was adopted by the Board of  Directors  of the Company at a
meeting held on August 27, 1998.

                                        3
<PAGE>

                                   APPENDIX B
                                   ----------

        SPECIAL PROVISIONS APPLICABLE TO EMPLOYEES IN THE UNITED KINGDOM


1.   ADMINISTRATION; OPERATION AND EFFECT

     This  Amendment  to the Plan,  which is  effective as of June 26, 1986 sets
forth the  Employee  Share Option (UK) Scheme  (hereinafter  referred to as "the
Scheme").  In all respects,  the Scheme will be administered by the Committee as
provided  in Section 2 of the  Plan.*****  No  amendment  to the Plan shall have
effect in  relation  to the Scheme  and no  amendment  to the Scheme  shall have
effect  without the prior approval of the Board of Inland Revenue in the UK. The
Committee  shall be  responsible  for ensuring that all matters  relating to the
Scheme are in compliance with UK tax laws and codes.

2.   STOCK

     Options  granted  under  this  Scheme  shall be to  purchase  shares of the
Company's  authorized,  but unissued or  reacquired  Common  Stock  (hereinafter
referred to as "Scheme  Shares")  satisfying the requirements of paragraphs 7 to
11 of  Schedule  10 to the  Finance  Act of  1984  (hereinafter  referred  to as
"Schedule  10").  The total number of such shares with respect to which  options
may be  granted  under the  Scheme is subject to the limits set out in the Plan*
and the limits set out below.

3.   ELIGIBILITY

     Persons  eligible to receive options under the Scheme shall be employees or
full time  directors of the  Company's UK  subsidiaries  who are employed at the
time of the grant of the option and whom the Committee selects from time to time
PROVIDED  ALWAYS that at the date of the grant or  exercise of the option,  they
are not ineligible to  participate in the Scheme by virtue of paragraph  4(1)(b)
of Schedule 10.*****


4.   TERMS AND CONDITIONS OF OPTIONS

     (a)  Grants of Options

     Offers of options may be sent as soon as practicable  after approval of the
Scheme by the UK Board of Inland Revenue, and thereafter at any time. All offers
of options shall be evidenced by an option  certificate and shall be made on the
basis that  participation in the Scheme will be deemed to constitute  acceptance
of the  provisions set forth or  incorporated  by reference in this Amendment to
the Plan.

<PAGE>

     (b)  Number of Shares

     The number of Scheme  Shares  subject to each option shall be stated.  Such
number shall be determined by the Committee,  but their aggregate  Market Value,
as that term is defined in  Schedule  10, and number of Shares  shall not at any
time exceed either:

          (i)  the  aggregate  fair  market  value or the number of Shares as is
          determined for such option holder by the Committee in accordance  with
          Section 3 of the Plan; or

          (ii) in total with  subsisting  options over shares  granted under any
          scheme  established  by the Company or any  associated  company of the
          Company (not being a savings-related  scheme) approved by the Board of
          Inland Revenue under Schedule 10, (pound)30,000.******

     In  calculating  the  limits  stated  above  and  the  Market  Value,  sums
     denominated  in US dollars  shall be  converted  to sterling at the rate of
     exchange  published  by the  Company's  bankers  (being  a  United  Kingdom
     clearing  bank) at 11 o'clock a.m. on the date of the grant of the relevant
     option.

     (c)  Option Price and Payment of Option Price

          (i)  The option price per share shall be no less than the mean between
          the high and the low selling  prices on the composite  tape of the New
          York Stock Exchange as reported by the New York Times for the date the
          option is granted.

          (ii) Upon the exercise of an option, the option price shall be payable
          in lawful  money of the  United  States  and may be paid in cash or by
          certified check or by bank draft.

     (d)  Terms and Exercise of Options

     The  times  at  which  and the  terms  under  which  any  option  shall  be
exercisable  shall (unless otherwise stated in accordance with the determination
of the Committee and with prior  approval of the Board of Inland  Revenue) be as
stated in Section  6(d),  6(e) AND 6(f)**,  ***** of the Plan  provided that the
reference  to  Section  11(c) in Section 6 of the Plan  shall be  replaced  by a
reference  to  Clause  4(f) of the  Scheme  and in no  event  may an  option  be
exercised more than 12 months after an option holder's death.***, *****

     (e)  Recapitalization

     Section  6(g)***** of the Plan shall apply to the Scheme  provided that any
adjustments  made pursuant to that Section shall not be made  automatically  but
shall be subject to the prior approval of the Board of Inland  Revenue  pursuant
to Schedule 10 to the Finance Act and take effect only after such approval.

                                       2
<PAGE>

     (f)  Surrender

     The  Committee  may require the  surrender of an option  granted  under the
Scheme as a  condition  precedent  to a grant of a new  option for the same or a
different number of shares surrendered. Such new options shall be subject to the
terms and  conditions  specified by the  Committee at the time the new option is
granted, determined in accordance with the provisions of the Plan and the Scheme
without regard to the price, period of exercise or any other terms or conditions
of the options surrendered.

     (g)  Transferability, Applicable Law and Leave of Absence

     Sections 6(h)*****,  except the proviso thereto,  6(i)***** and, subject to
Clause 3 hereof, 11(d) of the Plan shall apply to the Scheme.

     (h)  Incorporation by Reference

     The  option  agreement  shall  contain a  provision  that all the terms and
conditions of the Scheme are incorporated by reference therein.

5.   REALLOCATION OF UNUSED SHARES

     Any shares which are not purchased  under an option which has terminated or
lapsed, either by its terms or pursuant to the exercise in whole or in part, may
be used for the further grant of options,  provided always that no options shall
be granted to an employee at a time when his employment is interrupted.

6.   AMENDMENT AND REVOCATION

     Section 15 of the Plan shall  apply to the Scheme but no  amendment  may be
made so as to have  effect  with  respect  to the  Scheme or the  Scheme  Shares
without the prior approval of the Board of Inland Revenue.****, *****

7.   DEFINITIONS

     (a)  In the  Scheme,  the term the "Plan"  shall mean the  Company's  Stock
Option and Incentive Plan of 1965 as amended.

     (b)  Section 12 of the Plan other than sub-sections (d) and (h) shall apply
to the Scheme.*****

                                       3
<PAGE>


                             (FOOTNOTES FOR UK PLAN)

*     Section 3 of the Plan was amended by  resolution  of the  shareholders  on
      April 26, 1990 and has effect in relation to the Scheme with the  approval
      of the Board of Inland Revenue in the UK given June 14, 1990.

**    Section  6(e),  6(f)  and  11  were  amended  with  the  approval  of  the
      shareholders on April 26, 1990.  These  amendments have effect in relation
      to the Scheme with the  approval of the Board of Inland  Revenue in the UK
      given on June 14, 1990 provided that the amendment to Section 6(e) to give
      the  Board  power  to  "make  any  options  that  are not yet  exercisable
      immediately  exercisable"  shall not have effect with regard to subsisting
      options granted before June 14, 1990.

***   Section 6(e) was further amended with the approval of the  shareholders on
      April 22,  1993 by the  insertion  of the  following  words  "and  further
      provided the Committee may in its discretion make any options that are not
      yet exercisable  immediately  exercisable in cases where (i) an optionee's
      employment  is to be terminated  due to a  divestiture  or downsizing of a
      business,  (ii) in the case of a retiring  optionee who holds options with
      extended  vesting  provisions,  or (iii)  otherwise,  where the  Committee
      determines  that such action is  appropriate  to prevent  inequities  with
      respect to an optionee" at the end of the second  sentence.  The amendment
      has effect in  relation  to the Scheme  with the  approval of the Board of
      Inland  Revenue  in the UK given  on  August  5,  1993  provided  that the
      discretionary  power  conferred on the Committee "to make any options that
      are not yet  exercisable  immediately  exercisable"  shall not have effect
      with regard to subsisting options granted before August 5, 1993.

****  Section 15 of the Plan was amended by resolution of the Board of Directors
      on  December  18,  1989 and has effect in  relation to the Scheme with the
      approval of the Board of Inland Revenue in the UK given June 14, 1990.

***** (i)   Section  1 of the Plan was  amended  by  resolution  of the Board of
      Directors on October 22, 1998.

      (ii)  Section 2 of the Plan was  amended  by  resolution  of the  Employee
      Compensation and Management  Development Committee dated December 15, 1997
      and further by  resolution  of the Board of  Directors  dated  October 22,
      1998.

      (iii) Section 3 of the Plan was  amended  by  resolutions  of the Board of
      Directors  dated  April 27,  1995 and April  24,  1997,  in each case as a
      result  of a stock  split  to the  Common  Stock  of the  Company,  and by
      resolution  of the Board of  Directors  effective  January 25, 1996 by the
      approval  of the  majority  of the  holders  of the  Common  Stock  of the
      Company.

      (iv)  Section 4 of the Plan was amended by the Board of  Directors  on May
      28, 1998.

      (v)   Section 6(e) of the Plan was amended by  resolution  of the Board of
      Directors on October 22, 1998.

                                       4
<PAGE>

      (vi)   Section 6(f) of the Plan was amended by resolution  of the Board of
      Directors on June 26, 1997.

      (vii)  Section 6(g) of the Plan was amended by resolution  of the Board of
      Directors on January 25, 1996.

      (viii) Section 6(h) of the Plan was amended by resolution  of the Board of
      Directors on September 26, 1996.

      (ix)   Section 6(i) of the Plan was amended by resolution  of the Board of
      Directors on May 28, 1998.

      (x)    Section 12(g) of the Plan was amended by resolution of the Board of
      Directors on June 23, 1994.

      (xi)   Section 15 of the Plan was  amended by  resolution  of the Board of
      Directors on October 22, 1998.

      The  amendments  listed,  with the exception of the  amendments to Section
      6(h) noted at (viii) above and to Section 6(g) noted at (vii) above,  have
      effect in  relation  to the Scheme  with  approval  of the Board of Inland
      Revenue  in the UK given on March 25,  1999  provided  that the  following
      amendments shall not have effect with regard to subsisting options granted
      before March 25, 1999:

            A the amendments to Section 2 mentioned at (ii) above

            B the amendments to Section 6(f) mentioned at (vi) above

            C the amendment to Section 6(i) mentioned at (ix) above

******Note  Section 4 of the Scheme was  amended on March 25,  1999  pursuant to
      Finance Act 1996 and without  prejudice to options  outstanding which were
      granted prior to July 17, 1995.

                                       5