WYETH
SUPPLEMENTAL EMPLOYEE SAVINGS PLAN
(As Amended to January 15, 2003)
l. PURPOSE
The purpose of the Supplemental Employee Savings Plan ("the Plan") is to provide
a savings plan of deferred compensation for selected managers or highly
compensated employees in situations where part of such employees' compensation
falls outside of the IRS qualified savings plan. The Plan shall be implemented
by agreements entered into between the selected employees and their respective
employers which shall be either Wyeth ("Wyeth") or a U.S. or Puerto Rico
subsidiary thereof. The Plan shall be unfunded for tax purposes and for purposes
of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") and
shall be administered and interpreted in such manner as not to be subject to the
participation and vesting, the funding and the fiduciary responsibility
provisions of Title I of ERISA. Participants in the Plan have the status of
general unsecured creditors of their employers and the Plan constitutes a mere
promise by the employer to make benefit payments in the future. The Plan shall
be administered by the Savings Plan Committee (the "Committee") which also
administers the Wyeth Savings Plan. The Committee shall have sole discretion to
determine which selected employees will be permitted to participate in the Plan.
II. ADMINISTRATION
The Committee shall administer the Plan and shall have 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 rules and procedures to implement the Plan.
III. PARTICIPATION
The Committee shall have discretion to determine which employees of Wyeth and
its subsidiaries may participate in the Plan. The Committee shall also have
discretion to determine when participation begins and terminates. At the
discretion of the Committee, a selected employee may begin or terminate
participation at any time by appropriate notice to the Committee. A letter
designating selection shall be issued to such employee by such employee's
employer. Such letter shall indicate the applicable salary for which the
employee may participate. When the agreement set forth at the end of the Plan is
executed by both the employee and the appropriate officer of the employer, it
shall become effective and the employee shall thereupon become a participant in
the Plan. An employee who accepts an offer to participate in the Plan agrees to
have from 1% to 6% of his or her applicable salary, as determined by the
Committee, reduced from salary otherwise payable in accordance with the terms
and conditions set forth in Article IV.
IV. PLAN FORMULA
(1) In General
Employee Salary Deferral Contributions, (1% to 6% of applicable
salary) and Matching Contributions (50% of the Salary Deferral
Contributions as defined in the Savings Plan, hereinafter referred to
as "Salary Deferral Contributions" and "Matching Contributions"
respectively) may be made to the Plan and the Plan may receive
contributions of such amounts. Salary Deferral Contributions shall be
withheld from the respective employee's salary and accounted for
separately. Matching Contributions shall be accounted for separately.
(2) Investments
Salary Deferral Contributions and Matching Contributions shall be
adjusted for investment experience in the same manner, as directed by
the employee, that would have resulted if these contributions were
able to be invested as Salary Deferral Contributions in the investment
funds described in Section 6 of the Savings Plan which are set forth
in Appendix A, as attached hereto, and incorporated herein by
reference.
(3) Valuation, Distributions and Vesting, Etc.
The distribution of Salary Deferral Contributions and Matching
Contributions shall be in a lump sum in cash and the amount of the
distribution shall be determined in accordance with the investment
performance under the applicable provisions of the Savings Plan as if
such amounts had actually been invested in the same investment funds
as set forth in Appendix A, as attached hereto, and incorporated
herein by reference. Distributions shall be made in accordance with
the provisions set forth in Section 7 of the Savings Plan, except that
the Committee may waive one or more of the requirements set forth
therein. No payments will be made under the Plan until the employee
terminates employment by death or otherwise, or is permanently
disabled. Vesting shall be determined in accordance with the same
provisions set forth in the Savings Plan. Whatever beneficiary
designations were made pursuant to the Saving Plan shall also apply to
the Plan in the event of the Participant's death. Beneficiary
designations shall be made pursuant to the Plan and in accordance with
the agreement between the employer and the employee. Notwithstanding
the provisions of this paragraph IV(3), lump sum distributions will
only be made on six (6) months prior written notice or effective as of
April 1, 2002, upon twelve months prior written notice. A Participant
may elect, upon his or her separation from service, in lieu of
receiving a distribution, to transfer part or all of the value of his
or her account to the Wyeth Deferred Compensation Plan (the "Deferred
Compensation Plan) on the terms and conditions set forth therein,
provided that such Participant is a participant in the Deferred
Compensation Plan and is Retirement Eligible (as defined in the
Deferred Compensation Plan) at the time of his or her separation from
service. Employee's foreign salary shall be converted into U.S.
dollars under guidelines adopted by the Committee.
V. FOREIGN LAW
This Plan shall be construed so that foreign law does not apply. If foreign law
should apply to a particular participant, participation in the Plan shall
terminate for such participant and such participant shall be appropriately
reimbursed for any Salary Deferral Contributions and Matching Contributions made
to the date of such termination.
VI. AMENDMENT AND TERMINATION
The Plan may be terminated or amended at any time by the Committee provided that
benefits vested prior to such termination or amendment shall remain unaffected.
VII. GOVERNING LAW AND CONSTRUCTION
The Plan shall be governed in accordance with the laws of the State of New York
except to the extent superseded by ERISA. The provisions of the Savings Plan are
hereby incorporated by reference to the extent that they are referred to herein
and to the extent that they do not conflict with the express provisions of the
Plan set forth above. The Plan shall be deemed to have been adopted
contemporaneously with the Savings Plan so that elections of savings percentages
made under the Savings Plan may be made effective at such election date under
the Plan. If any provision of the Plan is unenforceable due to operation of law
or is contrary to foreign law, such provision shall be severable and not affect
other portions of the Plan.
APPENDIX A - As Amended to July 1, 1997
INVESTMENT FUNDS AVAILABLE UNDER THE
SUPPLEMENTAL EMPLOYEE SAVINGS PLAN
The following funds shall be available for investment under the Supplemental
Employee Savings Plan:
1. the Interest Income Fund;
2. the Fidelity Balanced Fund;
3. the Spartan U.S. Equity Index Fund;
4. the Fidelity Magellan Fund;
5. the Fidelity International Growth & Income Fund;
6. the Fidelity Low-Price Stock Fund;
7. the MSIF Trust Value Fund; and
8. the Wyeth Common Stock Fund
AMENDMENT TO THE WYETH SUPPLEMENTAL EMPLOYEES
SAVINGS PLAN - UNITED STATES (the "SESP")
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 Sellers agreed to sell to Buyer certain assets 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(c) of
the Purchase Agreement, the SESP is hereby amended to provide that each
participant who is a "Transferring Employee", as defined in the Purchase
Agreement, shall be fully vested in his or her Matching Account as of the
Closing Date (as defined in the Purchase Agreement), regardless of whether he or
she has less than five years of Continuous Service as of the Closing Date.
Notwithstanding the foregoing, a participant in the SESP who is not actively at
work on the Closing Date due to short-term disability or other authorized leave
of absence shall become fully vested in his or her Matching Account as of the
date he or she returns to employment and is transferred to employment with
Buyer, provided such return to employment occurs within 180 days after the
Closing Date.