EXECUTIVE INCENTIVE PLAN
                           (Effective January 1, 2002)
         I. PURPOSE. The purpose of the Wyeth Executive Incentive Plan (the
"Plan") is to attract and retain highly qualified individuals as executive
officers; to obtain from each the best possible performance; to underscore
the importance to them of achieving particular business objectives
established for Wyeth; and to include in their compensation package a bonus
component which is intended to qualify as performance based compensation
under Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"Code"), which compensation would be deductible by Wyeth under the Code.
         II. DEFINITIONS. For the purposes of the Plan, the following terms
shall have the following meanings:
                  A. AWARDS. The cash awards made pursuant to the Plan.
                  B. BOARD OF DIRECTORS. The Board of Directors of the
                  C. COMMITTEE. The Compensation and Benefits Committee of the
         Board of Directors or any successor thereto.
                  D. CONSOLIDATED EARNINGS. Consolidated net income for the year
         for which an Award is made, adjusted to omit the effects of unusual and
         infrequent items all as shown on the audited consolidated statement of
         income of the Corporation and its subsidiaries as determined in
         accordance with accounting principles generally accepted in the United
                  E. CORPORATION. Wyeth.
                  F. ELIGIBLE EMPLOYEE. An Employee who is a Principal Corporate
         Officer of the Corporation.
                  G. EMPLOYEE. An individual who is on the active payroll of the
         Corporation or a subsidiary of the Corporation at any time during the
         period for which an Award is made.
                  H. PRINCIPAL CORPORATE OFFICER. The Chief Executive Officer
         and any other officer of the Corporation who is so designated by the
         Corporation. The term Principal Corporate Officer shall in all cases
         include all of the Corporation's "covered employees" as defined in Code
         Section 162(m).
         III. EFFECTIVE DATE; TERM. The Plan is effective as of January 1, 2002
subject to approval by the Corporation's stockholders at the Corporation's 2002
Annual Meeting of Stockholders, and shall remain in effect until such time as it
shall be terminated by the Board of Directors.
         IV. ELIGIBILITY FOR AWARDS. Awards for any period may be granted to
those Eligible Employees who are selected by the Committee. Such selections,
other than the selection of the Corporation's Chief Executive Officer or
Chairman (if an Eligible Employee) shall be made after considering the
recommendations of the Chief Executive Officer. The Committee shall also give
consideration to the contribution made by the Eligible Employee to achievement
of the Corporation's established objectives and such other matters as it shall
deem relevant.
         In the discretion of the Committee, Awards may be made to Eligible
Employees who have retired or whose employment has terminated after the
beginning of the year for which an Award is made, or to the designee or estate
of an Eligible Employee who died during such period.
         V. DETERMINATION OF AMOUNTS OF AWARDS. Awards payable to any Eligible
Employee shall be contingent upon the Corporation having Consolidated Earnings.
The maximum Award payable with respect to any taxable year of the Corporation to
any Eligible Employee shall not exceed two-tenths of one percent of Consolidated
Earnings for such year. The amounts of Awards payable to Eligible Employees
shall be determined by the Committee acting in its discretion subject to the
maximum amounts set forth above. Such determinations, except in the case of any
Awards for the Chief Executive Officer and the Chairman, shall be made after
considering the recommendations of the Chief Executive Officer and such other
matters as the Committee shall deem relevant. The Committee, acting in its
discretion, may determine to pay a lesser award than the maximum specified
         Awards may be made at any time following the end of the taxable year;
provided, however, that no Awards shall be made until the Committee receives
assurances from both the Corporation's Chief Financial Officer and its
independent accountants that the amount of such Award does not exceed the
applicable limitation under this Section V and the Committee certifies in
writing that such limitation under this Section V has not been exceeded.
         VI. PAYMENT OF AWARDS. Awards under the Plan shall be paid currently in
cash, in a single sum payment, unless such payment is deferred pursuant to an
election made by the Eligible Employee in accordance with the terms of the
Wyeth Deferred Compensation Plan.
                  A. Nothing contained in the Plan shall prohibit the
         Corporation or any of its subsidiaries from establishing other special
         awards or incentive compensation plans providing for the payment of
         incentive compensation to Employees (including Eligible Employees).
                  B. Payments of benefits provided to an Eligible Employee under
         any stock, deferred compensation, savings, retirement or other employee
         benefit plan are governed solely by the terms of such plans.
                  C. Awards made under the Plan to an Eligible Employee shall be
         considered to be in lieu of and replace any award or payment such
         Eligible Employee would otherwise have been entitled to receive under
         the Wyeth Performance Incentive Award Program.
                  A. Except as otherwise provided in the Plan, the Committee
         shall administer the Plan. The Committee shall consist of not less than
         three members of the Board of Directors. No director shall be eligible
         to serve as a member of such Committee unless such person is a
         "disinterested person" within the meaning of Rule 16b-3 of the General
         Rules and Regulations under the Securities Exchange Act of 1934, as
         amended, and an "outside director" within the meaning of Section 162(m)
         of the Code. Committee members shall not be eligible to participate in
         the Plan while members of the Committee. The Committee shall have full
         power to construe and interpret the Plan, establish and amend rules and
         regulations for its administration and perform all other acts relating
         to the Plan, including the delegation of administrative
         responsibilities, that it believes reasonable and proper and in
         conformity with the purposes of the Plan.
                  B. The Committee shall have the right to amend the Plan from
         time to time by item or to repeal it entirely or to direct the
         discontinuance of Awards either temporarily or permanently; provided,
         however, that (i) no amendment of the Plan shall operate to cancel,
         without the consent of the Eligible Employee, an Award already made
         hereunder, and (ii) no amendment of the Plan that (a) changes the
         maximum Award payable to any Eligible Employee, as set forth in Section
         V, or (b) materially amends the definition of Consolidated Earnings
         shall be effective before approval by the affirmative vote of a
         majority of shares voted at a meeting of the stockholders of the
                  C. Any decision made, or action taken, by the Committee
         arising out of or in connection with the interpretation and/or
         administration of the Plan shall be final, conclusive and binding on
         all persons affected thereby.
                  A. Neither the Plan, nor the adoption or operation of the
         Plan, nor any documents describing or referring to the Plan (or any
         part hereof) shall confer upon any Employee any right to continue in
         the employ of the Corporation or a subsidiary of the Corporation.
                  B. No individual to whom an Award has been made or any other
         party shall have any interest in any asset of the Corporation until
         such amount has been paid or issued. To the extent that any party
         acquires a right to receive payments under the Plan, such party shall
         have the status of unsecured creditor of the Corporation with respect
         to such right.
                  C. No right or interest of any Eligible Employee in the Plan
         shall be assignable or transferable, or subject to any claims of any
         creditor or subject to any lien.
                  A. All expenses and costs incurred in connection with the
         operation of the Plan shall be borne by the Corporation, and no part
         thereof (other than the amounts of Awards under the Plan) shall be
         charged against the maximum limitation of Section V.
                  B. All Awards under the Plan are subject to withholding, where
         applicable, for federal, state and local taxes.
                  C. Any provision of the Plan that is prohibited or
         unenforceable shall be ineffective to the
         extent of such prohibition or unenforceability without invalidating the
         remaining provisions of the Plan.
                  D. The Plan and the rights and obligations of the parties to
         the Plan shall be governed by, and construed and interpreted in
         accordance with, the law of the State of New Jersey (without regard to
         principles of conflicts of law).