THE WYETH
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
As Amended to January 15, 2003
I. PURPOSE
The purpose of the Supplemental Executive Retirement Plan of Wyeth
("Supplemental Plan") is to provide a means of supplementing the
benefits of the non-union employees who participate in the Wyeth
Retirement Plan - United States and/or the Wyeth Retirement Plan -
Canada (individually and collectively "Wyeth Plan") and who also
participate in the Performance Incentive Award Plan ("PIA Plan").
II. ADMINISTRATION
The Retirement Committee of the Corporation shall administer the
Supplemental Plan and shall have the full authority to determine all
questions arising in connection with the Plan, including its
interpretation. The Committee's decisions shall be conclusive and
binding on all persons. The Committee may adopt procedural rules and
may employ and rely on legal counsel, actuaries, accountants and any
other agents as may be deemed to be advisable to assist in the
administration of the Supplemental Plan.
III. PARTICIPATION
Any participant in the PIA Plan shall be eligible to receive benefits
from the Supplemental Plan whenever his or her benefits from the
Supplemental Plan formula exceed the amount of benefits provided under
the Wyeth Plan. The benefits of this Supplemental Plan are available
only to employees actively at work on or after October 28, 1982.
IV. SUPPLEMENTAL PLAN FORMULA
A. The benefit payable under the Supplemental Plan to an employee
who did not reach his Normal Retirement Date prior to October 1,
1981, shall be equal to the difference between:
(i) the annual benefit which would be calculated, without
respect to any option election, calculated to be payable as
of the qualification date, under the "Final Average Annual
Pension Earnings" formula (Formula E) of the Wyeth Plan -
United States (or Formula C of the Wyeth Plan - Canada)
assuming the "Rate of Annual Earnings" as defined in each
Wyeth Plan included the annual PIA Plan award granted in
each Plan Year to which such "Rate of Annual Earnings"
applies, and
(ii) the annual benefit actually payable, under each Wyeth Plan,
as of the qualification date, without respect to any option
election.
For the purpose of the above "qualification date" means the
earliest of (i) the date of termination of employment, (ii) the
retirement date and (iii) the Normal Retirement Date.
B. The annual benefit payable under the Supplemental Plan, to an
employee who reached his Normal Retirement Date prior to October
1, 1981, shall be equal to the difference between:
(i) the annual benefit which would be calculated, without
respect to any option election, to be payable as of the
Normal Retirement Date, under the 2%/2.67% Career Average
Pension Earnings formula (Formula B) of the Wyeth Plan,
assuming the "Rate of Annual Earnings", as defined in the
Wyeth Plan included the annual PIA Plan award granted in
each Plan Year to which such "Rate of Annual Earning"
applies, and
(ii) the annual benefit actually payable under the Wyeth Plan, as
of the Normal Retirement Date, without respect to any option
election.
The Supplemental Plan benefit shall be payable in accordance with
the same terms and conditions which are applicable to the
participant's benefit under the Wyeth Plan, including vesting and
whatever optional benefits he or she may elect or have elected,
in the same manner and to the same extent as provided in such
Wyeth Plan.
C. Effective as of April 1, 2001, an election by a Participant to
receive a distribution of his or her benefit under the Plan in
the form of a lump sum shall be effective six (6) months after
the date of his or her retirement (and effective April 1, 2002,
twelve (12) months after his or her retirement) (the "Deferral
Period"). The plan benefit of a Participant shall be credited
with interest on a quarterly basis during the Deferral Period
based upon the interest rate being used to determine the value of
the Refund Feature under the Wyeth Retirement Plan on the date of
the commencement of the Deferral Period. Such interest rate shall
be adjusted during the Deferral Period to reflect changes to the
interest rate being used to determine the Refund Feature under
the Wyeth Retirement Plan. In the event a Participant dies during
the Deferral Period, his or her plan benefit shall be paid to his
or her designated beneficiary in a lump sum payment as soon as
practicable after such death, and shall be adjusted for include
for interest credited during the Deferral Period.
Notwithstanding the foregoing, a Participant may elect upon his
or her retirement, in lieu of receiving a lump sum distribution
from the Supplemental Plan, to transfer all or any portion of his
or her plan benefit to the Wyeth Deferred Compensation Plan on
the terms and conditions set forth therein, in accordance with
the election procedure set forth in that plan.
V. TERMINATION
The Supplemental Plan may be terminated or amended at any time by the
Retirement Committee of the Corporation, provided that benefits vested
prior to such termination or amendment shall remain unaffected unless
provided for under a qualified or other non-qualified plan.
WYETH SUPPLEMENTAL EXECUTIVE
RETIREMENT PLAN (the "SERP")
Appendix I
CONTINGENT VESTING FOR PARTICIPANTS WHO ARE
TRANSFERRED TO BAXTER HEALTHCARE CORPORATION
Wyeth, a Delaware corporation and Wyeth Pharmaceuticals, Inc., a New York
corporation and wholly-owned subsidiary of Wyeth (together with Wyeth, the
"Sellers"), entered into an agreement with Baxter Healthcare Corporation, a
Delaware corporation ("Buyer"), dated as of June 8, 2002 (the "Purchase
Agreement"), whereby the Sellers agreed to sell certain assets to Buyer and
Buyer agreed to assume certain liabilities, in each case relating primarily to
the "Business" (as defined in the Purchase Agreement). Pursuant to Section
9.2(b) of the Purchase Agreement, the SERP is hereby amended to provide that
each Participant in the SERP who is a "Transferring Employee", as defined in the
Purchase Agreement, shall have such Participant's service with Buyer or its
Affiliates after the Closing Date (as defined in the Purchase Agreement),
considered as Continuous Service under the Plan solely for the following
purposes:
(i) determining if such Participant is vested in any benefits he
or she has accrued as of the Closing Date; and
(ii) determining eligibility for subsidized early retirement
benefits in the benefits accrued as of the Closing Date upon
the Participant's retirement and commencement of receipt of
benefits under the SERP.
Notwithstanding the foregoing, a Participant in the SERP who is not actively at
work on the Closing Date due to short-term disability or other authorized leave
of absence shall have the service credit described above credited at such time
as he or she returns to employment and is transferred to Buyer; provided
however, that such return to employment occurs within 180 days of the Closing
Date.
In no event shall any Participant described above accrue any additional
retirement benefits under the SERP after the Closing Date. In addition, a
Participant described above who becomes eligible for retirement, other than
disability retirement, may elect to commence receipt of his or her retirement
benefits in accordance with the terms and conditions of the SERP in effect at
that time; provided, however, that such a Participant shall not be eligible to
commence receipt of such benefits until his or her employment with Buyer or any
successor thereto has terminated.