DEFERRED COMPENSATION PLAN

Deferred Unit Award Agreement

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WYETH

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Title: DEFERRED COMPENSATION PLAN
Governing Law: New Jersey Date: 3/12/2004
Industry: Major Drugs Sector: Healthcare

Deferred Compensation Plan

Wyeth

PLAN DOCUMENT

Amended and Restated as of November 20, 2003

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Wyeth

DEFERRED COMPENSATION PLAN

PLAN DOCUMENT

PURPOSE

The Plan is an unfunded deferred compensation plan that provides certain key

employees of the Company with the opportunity to voluntarily defer receipt of a

portion of their compensation. Wyeth adopted the Plan to enable the Company to

attract and retain a select group of management and highly compensated

Employees.

Section One - DEFINITIONS

Whenever used in the Plan, unless clearly apparent from the context, the

following terms shall have the following meanings:

(a) "Administrator" means the Committee or such entity or person to whom

the Committee may delegate responsibility for administration of the

Plan.

(b) "Amended and Restated Effective Date" means November 20, 2003.

purposes of deferrals under the Plan, the annual base cash

compensation to be paid during a Plan Year by the Company to an

Eligible Employee for services rendered during such Plan Year.

Notwithstanding the foregoing, solely for purposes of determining

whether an Employee is an Eligible Employee, "Base Salary" means the

annual base compensation from all sources (i.e., regardless of whether

United States source or foreign source) to be paid during a Plan Year

by Wyeth and its Subsidiaries to an Employee for services rendered

during such Plan Year.

(d) "Beneficiary" means one or more persons or entities (including a trust

or estate) designated by a Participant to receive payment of any

unpaid balance in the Participant's Deferral Account under the Plan in

the event of the Participant's death. Such designation shall be made

on a form provided by the Recordkeeper and approved by the

Administrator in accordance with its rules as provided in Section

9(i).

(e) "Board of Directors" means the Board of Directors of Wyeth.

(f) "Bonus Compensation" means cash compensation to be paid during a Plan

Year to an Eligible Employee by the Company for services rendered

under any

<PAGE>

incentive compensation or bonus plan, program or arrangement which is

maintained or which may be adopted by the Company.

(g) "Change in Control" means the first to occur of any of the following

events:

(i) any person or persons acting in concert (excluding Wyeth benefit

plans) becomes the beneficial owner of securities of Wyeth having

at least twenty percent (20%) of the voting power of Wyeth's then

outstanding securities (unless the event causing the twenty

percent (20%) threshold to be crossed is an acquisition of voting

common securities directly from Wyeth); or

(ii) the consummation of any merger or other business combination of

Wyeth, sale or lease of Wyeth's assets, or combination of the

foregoing transactions (the "Transactions"), other than a

Transaction immediately following which the shareholders of Wyeth

who owned shares immediately prior to the Transaction (including

any trustee or fiduciary of any Wyeth employee benefit plan) own,

by virtue of their prior ownership of Wyeth's shares, at least

sixty-five percent (65%) of the voting power, directly or

indirectly, of (a) the surviving corporation in any such merger

or other business combination; (b) the purchaser or lessee of the

Wyeth's assets; or (c) both the surviving corporation and the

purchaser or lessee in the event of any combination of

Transactions; or

(iii) within any twenty-four (24) month period, the persons who were

directors immediately before the beginning of such period (the

"Incumbent Directors") shall cease (for any reason other than

death) to constitute at least a majority of the Board of

Directors or the board of directors of a successor to Wyeth. For

this purpose, any director who was not a director at the

beginning of such period shall be deemed to be an Incumbent

Director if such director was elected to the Board of Directors

by, or on the recommendation of or with the approval of, at least

two-thirds of the directors who then qualified as Incumbent

Directors (so long as such director was not nominated by a person

who has expressed an intent to effect a Change in Control or

engage in a proxy or other control contest).

(h) "Code" means the Internal Revenue Code of 1986, as amended from time

to time.

(i) "Committee" means the Compensation and Benefits Committee of the Board

of Directors.

(j) "Company" means Wyeth, a Delaware corporation ("Wyeth"), together with

its wholly owned Subsidiaries in the United States, including Puerto

Rico.

(k) "Deemed Interest" means the amount of interest that would have been

earned had an amount deferred hereunder been invested at the Deemed

Rate of Interest.

<PAGE>

(l) "Deemed Rate of Interest" means (i) prior to June 1, 1999, the average

of the quarter end yields for a ten (10) year period ending September

30 of the prior year of the ten (10) year U.S. Treasury notes plus two

percent (2%); and (ii) thereafter, ten percent (10%) per annum,

compounded quarterly. No portion of a Participant's Deferral Account

that is not allocated to the Deemed Interest Investment Option as of

the DRI Closing Date may be allocated to the Deemed Interest

Investment Option on or after the DRI Closing Date. No portion of a

Participant's Deferral Account that is allocated to the Deemed

Interest Investment Option following the DRI Election Date may be

subsequently allocated to another Investment Option. No portion of a

Participant's Deferral Account allocated to the Deemed Interest

Investment Option as of the Amended and Restated Effective Date may be

allocated, on or prior to the DRI Election Date, to another Investment

Option unless the Participant irrevocably waives any right to

reallocate such transferred amount back to the Deemed Interest

Investment Option at any time after the DRI Election Date.

(m) "Deferral Account" means a bookkeeping account (including all

subaccounts) maintained by the Recordkeeper for each Participant to

record his or her balance under the Plan. A Participant's Deferral

Account shall consist of the sum of: (i) all of a Participant's

deferrals under the Plan, whether made before or after the Amended and

Restated Effective Date, including amounts rolled into the Predecessor

Plan as of the Original Effective Date, plus or minus (ii) Investment

Earnings/Losses on those amounts in accordance with the applicable

crediting provisions of the Plan that relate to the Participant's

Deferral Account, minus (iii) all distributions or withdrawals made to

a Participant or his or her Beneficiary pursuant to the Plan that

relate to his or her Deferral Account.

(n) "Disability" means a period of disability during which a Participant

qualifies for permanent disability benefits under the Company's

long-term disability plan, or, if a Participant does not participate

in such a plan, a period of disability during which the Participant

would have qualified for permanent disability benefits under such a

plan had the Participant been a Participant in such a plan, as

determined in the sole discretion of the Administrator. If the Company

does not sponsor such a plan, or discontinues to sponsor such a plan,

Disability shall be determined by the Administrator in its sole

discretion.

(o) "DRI Closing Date" means April 1, 2004.

(p) "DRI Election Date" means December 19, 2003.

(q) "Election Form" means the form or forms established from time to time

by the Administrator, that a Participant completes, signs and returns

to the Recordkeeper to make an election under the Plan.

(r) "Eligible Employee" means an active Employee of the Company who at any

time during the Plan Year is eligible to receive Base Salary for the

Plan Year on an annualized basis of not less than one hundred

fifty-five thousand dollars

<PAGE>

($155,000) or such other amount as may be determined from time to time

by the Administrator. The determination of whether an Employee is an

Eligible Employee shall be made at the sole discretion of the

Administrator.

(s) "Employee" means any employee of the Company.

(t) "Executive Retirement Payments" means the payments an Eligible

Employee is eligible to receive from the Wyeth ERP, the Wyeth SERP,

and the Wyeth SESP.

(u) "Investment Earnings/Losses" means the income, gains and losses that

would have been realized had an amount deferred hereunder actually

been invested in the Investment Option or Options selected by a

Participant.

(v) "Investment Options" means the investment options as listed in

Appendix A, which is attached hereto and incorporated herein by this

reference, that are used as hypothetical investment options among

which the Participant may allocate all or a portion of his or her

Deferral Account. The Administrator may amend or change available

Investment Options (other than the Deemed Interest Investment Option)

from time to time as it deems appropriate in its sole discretion, as

provided for in Section 7(f); it being understood that the Deemed Rate

of Interest may be amended only by the Committee in accordance with

Section 1(o) above.

(w) "Market Interest Option" means the Investment Option described in

Section 5(b).

(x) "Market Rate" means, for a particular calendar year, (i) 120% of the

long-term applicable federal rate, with quarterly compounding, for the

month of January of such calendar year, as published under Section

1274(d) of the Code for such year or (ii) such other rate as shall be

specified from time to time by the Committee, except that any rate

specified under clause (ii) shall only apply to amounts in a Deferral

Account on a prospective basis and following reasonable notice of such

rate to Participants.

(y) "Normal Retirement Date" shall have the same meaning as set forth in

the Wyeth Retirement Plan - United States.

(z) "Original Effective Date" means the original effective date for the

Predecessor Plan, which was July 31, 1997.

(aa) "Partial Termination Date" means December 20, 2004, or such earlier

date as determined in the sole discretion of the Committee.

(bb) "Partial Termination Election Form" means the Election Form(s)

established for the purposes of making the election described in

Section 8(h).

(cc) "Participant" means an Employee or Retiree (for so long as he or she

retains a Deferral Account under the Plan): (i) who at the time of

commencement of his or her participation in the Plan was an Eligible

Employee, (ii) who elects to participate in the Plan, (iii) who signs

and returns all enrollment forms required by

<PAGE>

the Recordkeeper, and (iv) whose signed form(s) are accepted by the

Recordkeeper. The term "Participant" shall include an individual,

including a Retiree, who is not making deferrals but retains a

Deferral Account in the Plan (including through the Predecessor Plan).

(dd) "Plan" means the Wyeth Deferred Compensation Plan as set forth herein

and as it may be amended and/or restated from time to time.

(ee) "Plan Year" means the calendar year.

(ff) "Predecessor Plan" means the American Home Products Corporation

Deferred Compensation Plan, which was effective as of July 31, 1997,

and which replaced and subsumed all Company sponsored deferral plans

or programs that existed for members of a select group of management

Employees prior to July 31, 1997.

(gg) "Recordkeeper" means the entity selected by the Administrator from

time to time to maintain records of the Deferral Accounts of

Participants and provide administrative services.

(hh) "Retiree" means an individual who is Retired.

(ii) "Retirement", "Retire(s)" or "Retired" means separation from

employment from the Company for any reason other than a leave of

absence, death or Disability on or after the earlier of the attainment

of (i) age sixty-five (65) or (ii) age fifty-five (55) with five (5)

Years of Service.

(jj) "Retirement Benefit" means the type and form of payments available to

a Participant upon Retirement as described in Section 8(b).

(kk) "Retirement Benefit Installment Payout Dates" means, with respect to a

deferral made by a Participant, the first day of the calendar quarter

elected (initially or upon re-deferral pursuant to Section 8(b)(3)) by

the Participant for the commencement of installment payments and, in

the case of annual installments, the anniversary dates thereof and, in

the case of quarterly installments, the first day of each calendar

quarter thereafter, in each case through the final installment payout

date elected by the Participant with respect to such deferral;

provided that the first of such dates shall be (A) with respect to

Executive Retirement Payments, not less than twelve (12) months after

the Participant's Retirement date and (B) with respect to all other

Retirement Benefit payments, on or after the Participant's Retirement

date; and provided, further, that the final installment payout date

with respect to such deferral occurs (X) no earlier than the second

anniversary of the first installment payment and (Y) no later than the

earlier of (I) the quarter prior to the fifteenth anniversary of the

first installment payment and (II) the fifteenth anniversary of the

Participant's Normal Retirement Date.

(ll) "Retirement Benefit Lump Sum Payout Date" means, with respect to a

deferral made by a Participant, the first day of the calendar quarter

elected (initially or upon re-deferral pursuant to Section 8(b)(3)) by

the Participant for a lump sum

<PAGE>

payout of a Retirement Benefit; provided that such date shall be (A)

with respect to Executive Retirement Payments, not less than twelve

(12) months after the Participant's Retirement date and (B) with

respect to all other Retirement Benefit payments, on or after the

Participant's Retirement date; and provided, further, that such date

shall be no later than the fifteenth anniversary of the Participant's

Normal Retirement Date.

(mm) "Retirement Eligible" means a Participant who is an Employee and who

has attained the earlier of (i) age sixty-five (65), or (ii) age

fifty-five (55) with five (5) Years of Service.

(nn) "Severance Payments" means severance payments (including pension

enhancements) payable pursuant to Change in Control severance

agreements entered into between Wyeth and members of the Finance

Committee, Operations Committee, and other principal elected

corporate officers and key Employees of Wyeth, which provide for

severance benefits to such Employees in the event of their

termination of employment following a Change in Control.

(oo) "Short-Term Payout" means the type of payout available to a

Participant as described in Section 8(a).

(pp) "Short-Term Payout Date" means, with respect to a deferral made by a

Participant, the first day of the calendar quarter elected by the

Participant for payment of a Short-Term Payout; provided that such

date shall be in a Plan Year which, in the case of an initial

election, is at least three (3) but no more than fifteen (15) years

after the end of the Plan Year in which the deferral occurs and in the

case of a re-deferral pursuant to Section 8(a)(2), is at least three

(3) but not more than fifteen (15) years after the date on which the

Short-Term Payout, but for the re-deferral, would have been paid; and

provided, further, that in each case such date shall be no later than

the fifteenth anniversary of the Participant's Normal Retirement Date.

(qq) "Subsidiary(ies)" means, as to any person, any corporation,

partnership or joint venture, of which (or in which) such person,

together with one or more of its subsidiaries, directly or indirectly

owns more than fifty percent (50%) of the interest in the capital or

profits of such corporation, partnership or joint venture.

(rr) "Trust Agreement" means an agreement between the Trustee and Wyeth

covering a grantor trust which Wyeth may, in its sole discretion,

establish in connection with the Plan as described in Section 9(g).

(ss) "Trustee" means the trustee named by Wyeth from time to time as the

trustee for the Trust Agreement.

(tt) "Wyeth ERP" means the Wyeth Executive Retirement Plan, as amended from

time to time.

<PAGE>

(uu) "Wyeth SERP" means the Wyeth Supplemental Executive Retirement Plan,

as amended from time to time.

(vv) "Wyeth SESP" means the Wyeth Supplemental Employee Savings Plan, as

amended from time to time.

(ww) "Year of Service" shall have the same meaning as in the Wyeth

Retirement Plan.

(xx) "Yearly or Quarterly Installment Method" means a yearly (or quarterly)

installment payment over the number of years (or quarters) selected by

the Participant in accordance with the Plan, calculated as follows:

the Deferral Account of the Participant shall be calculated as of the

close of business on the date of reference (or, if the date of

reference is not a business day, on the immediately following business

day). The date of reference with respect to the first yearly (or

quarterly) installment payment dates shall be as provided in Section

1(kk), and the date of reference with respect to subsequent yearly (or

quarterly) installment payment dates shall be the anniversary date or

dates thereof in the applicable year. The yearly (or quarterly)

installment shall be calculated by multiplying the portion of the

Deferral Account not allocated to the Deemed Interest Investment

Option or the Market Interest Option by a fraction, the numerator of

which is one (1), and the denominator of which is the remaining number

of yearly (or quarterly) payments due the Participant. By way of

example, if the Participant elects ten (10) yearly (or forty (40)

quarterly) installment payments, the first payment shall be one-tenth

(1/10) (or one-fortieth (1/40)) of the Deferral Account, calculated as

described in this definition. For the following payment, the payment

shall be one-ninth (1/9) (or one thirty-ninth (1/39)) of the Deferral

Account, calculated as described in this definition.

Section Two - DEFERRALS UNDER THE PREDECESSOR PLAN

Prior to April 1, 2001, Wyeth maintained the Predecessor Plan, which allowed

members of a select group of management or highly compensated employees to defer

receipt of various types of compensation. In addition, some of those employees

had separate non-qualified plan balances consolidated into the Predecessor Plan

as of the Original Effective Date. Except as otherwise provided herein, any

Participant who has a Deferral Account as of April 1, 2001 shall continue to

have that portion of his or her Deferral Account that is in existence as of that

date governed under the Plan by the distribution provisions of the Predecessor

Plan as elected by the Participant prior to April 1, 2001.

Section Three - PARTICIPATION IN THE PLAN

(a) Participation on the Amended and Restated Effective Date. A

Participant in the Plan on the Amended and Restated Effective Date

shall continue to be a Participant in the Plan.

(b) Participation after the Amended and Restated Effective Date. An

Employee who is an Eligible Employee on the Amended and Restated

Effective Date but not a Participant, or an Employee who first becomes

an Eligible Employee after the

<PAGE>

Amended and Restated Effective Date during a Plan Year, may commence

participation in the Plan as set forth in Section 3(c) and (d) below.

Eligible Employee who elects to participate in the Plan shall

complete, execute, and return to the Recordkeeper such forms as are

required from time to time by the Administrator, and all such forms

must be submitted to the Recordkeeper within thirty (30) days (or such

other time period as the Administrator determines in its sole

discretion) of the date that an Employee is first notified that he or

she is an Eligible Employee. In addition, the Administrator may

establish from time to time such other enrollment requirements as it

determines in its sole discretion are appropriate.

(d) Commencement of Participation. Except as provided in Section 3(a)

above, once an Eligible Employee has met all of the enrollment

requirements set forth in the Plan, including returning all required

documents within the specified time period, the Eligible Employee

shall commence participation in the Plan on the first day of the month

following the month in which the Eligible Employee completes all

enrollment requirements; provided, however, that the Administrator may

designate, in its sole discretion, another commencement date that is

administratively reasonable. If an Eligible Employee fails to meet all

of the enrollment requirements within the period required in

accordance with Section 3(c), that Employee shall not be eligible to

participate in the Plan again until the first day of the following

Plan Year, again subject to timely delivery to and acceptance by the

Recordkeeper of the required forms.

Section Four - DEFERRALS UNDER THE PLAN

(a) Deferral of Base Salary and/or Bonus Compensation.

(1) Subject to the following sentence, for each Plan Year, a

Participant may designate a percentage of his or her Base Salary

and/or Bonus Compensation that is payable in a Plan Year to be

deferred in accordance with Section 6. To be eligible to make a

deferral of Base Salary (but not Bonus Compensation) into the

Plan, six percent (6%) of the amount of Base Salary elected must

be deferred in accordance with the Plan for a Plan Year to be

deferred under the Wyeth SESP for the same Plan Year in

accordance with the Wyeth SESP's rules. The remaining elected

deferral amount under the Plan shall then be deferred into the

Plan.

(2) For each Base Salary and/or Bonus Compensation deferral (adjusted

to reflect Investment Earnings/Losses with respect thereto), a

Participant shall make appropriate distribution elections in

accordance with Section 8 below with respect to such deferral

amounts. Notwithstanding any provision of the Plan to the

contrary, all elections shall be required to provide for the same

Short-Term Payout Date, Retirement Benefit Lump Sum Payout Date

or Retirement Benefit

<PAGE>

Installment Payout Dates, as the case may be, for all deferrals of

Base Salary and Bonus Compensation in the same Plan Year.

(3) A deferral election described above in this Section 4(a) with

respect to any Plan Year may not be revoked by a Participant.

(b) Deferral of Severance Payments.

(1) A Participant may designate a percentage of any Severance Payment

that is payable in a Plan Year to be deferred in accordance with

Section 6; provided, however, that such designation shall be

given effect only if the Participant is Retirement Eligible at

the time of his or her termination of employment.

(2) For any Severance Payment deferral (adjusted to reflect

Investment Earnings/Losses with respect thereto), a Participant

shall make appropriate distribution elections in accordance with

Section 8 below with respect to each such deferral.

(1) A Participant may designate a percentage of his or her Executive

Retirement Payments to be deferred in accordance with Section 6;

provided, however, that such designation may not be revoked by

the Participant but shall be given effect only if the Participant

is Retirement Eligible at the time of his or her termination of

employment.

(2) For each Executive Retirement Payment deferral (adjusted to

reflect Investment Earnings/Losses with respect thereto), a

Participant shall make appropriate distribution elections in

accordance with Section 8 below. A Participant shall be permitted

to make a separate deferral election with respect to amounts

transferred to the Plan from the Wyeth SERP, the Wyeth ERP and

the Wyeth SESP.

(d) Minimum/Maximum Amount of Deferral. For each Plan Year, a Participant

may elect to defer Base Salary, Bonus Compensation, Severance Payments

and Executive Retirement Payments, if applicable, under Sections 4(a),

4(b) and 4(c) in increments of at least one percent (1%) (unless the

Administrator determines otherwise in its sole discretion) up to a

maximum deferral of one hundred percent (100%) of each type of

deferral the Participant elects to make with respect to that Plan

Year.

Section Five - INVESTMENT EARNINGS/LOSSES

(a) Investment Earnings/Losses. Amounts allocated to a Deferral Account

shall be deemed to have realized Investment Earnings/Losses based on

the Investment Option or Options selected from time to time by the

respective Participants. Such Investment Earnings/Losses shall be

credited and debited to the Deferral

<PAGE>

Accounts of Participants in accordance with the debiting and crediting

provisions of Section 7(g).

(b) Market Interest Option. Unless the Committee determines otherwise, the

Investment Options shall include the "Market Interest Option." The

Market Interest Option shall credit Investment Earnings as follows:

(1) For amounts allocated to the Market Interest Option on or after

the Amended and Restated Effective Date and prior to the DRI

Closing Date, (I) at the rate of 10% per annum, compounded

quarterly until the day prior to the Partial Termination Date and

(II) at the Market Rate thereafter.

(2) For amounts allocated to the Market Interest Option on or after

the DRI Closing Date, at the Market Rate.

Section Six - DEFERRAL ELECTIONS

(a) Deferral Elections. All deferrals made in accordance with Section 4

shall be evidenced by the Participant's properly executing and

submitting such Election Forms and other forms as may be required by

the Recordkeeper in accordance with its rules and the rules set forth

in this Section 6.

(b) Deferrals of Base Salary and/or Bonus Compensation. Except for a

Participant's first year of Plan participation, a Participant's

election to defer Base Salary and/or Bonus Compensation in accordance

with Section 4(a) with respect to a particular Plan Year must be

received by the Recordkeeper no later than the last day of the

preceding Plan Year. For a Participant's first year of Plan

participation, deferral elections must be made in accordance with

Section 3(c) and shall only apply to Base Salary earned and Bonus

Compensation first determined after the election. Each Participant

must designate on the Election Form the timing and form of

distribution of such Base Salary and/or Bonus Compensation (adjusted

to reflect Investment Earnings/Losses with respect thereto) in

accordance with the distribution options described in Section 8.

Severance Payment in accordance with Section 4(b) must be received by

the Recordkeeper prior to the date the applicable Change in Control

following which a Participant becomes entitled to receive such

Severance Payment. The Participant must designate on the Election Form

the timing and form of distribution of the Severance Payment (adjusted

to reflect Investment Earnings/Losses with respect thereto) in

accordance with the options described in Section 8.

(d) Deferrals of Executive Retirement Payments. A Participant's election

to defer Executive Retirement Payments in accordance with Section 4(c)

must be received by the Recordkeeper prior to the date of the

Participant's Retirement. The Participant must designate on the

Election Form the timing and form of such distribution of Executive

Retirement Payments (adjusted to reflect Inv

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