WYETH
EXECUTIVE RETIREMENT PLAN
EFFECTIVE AS OF JANUARY 1, 1997
As Amended through June 16, 2004
PURPOSE
The purpose of the Wyeth Executive Retirement Plan (the "Plan") is to
provide competitive executive retirement benefits for key executives and to
enhance the ability of the Company to attract and retain key senior executives.
SECTION ONE-DEFINITIONS
Except where the context indicates otherwise, any masculine terminology used
herein shall also include the feminine gender, and the definition of any term
herein in the singular shall also include the plural. Whenever used herein, the
following terms shall have the meaning set forth below:
1.1. "Actuarial Equivalence" means an amount of equivalent value determined by
reference to a specified set of conversion or reduction factors. In determining
either the amount of any reduction in benefit amount or the amount of a benefit
payable under the Plan in an optional form, actuarial equivalence shall be
determined by applying the conversion factors set forth in the Wyeth Retirement
Plan.
1.2. "Affiliate" means any corporation, partnership or other organization
controlling, controlled by or under common control with the Company.
1.3. "Average Pension Earnings" has the same meaning as in the Wyeth
Supplemental Executive Retirement Plan, as amended from time to time.
1.4. "Board of Directors" means the Board of Directors of the Company.
1.5. "Code" means the Internal Revenue Code of 1986, as amended from time to
time.
1.6. "Company" means Wyeth, a Delaware corporation.
1.7. "Contingent Annuitant" has the meaning set forth in the Wyeth Retirement
Plan.
1.8. "Contingent Annuity" has the meaning set forth in the Wyeth Retirement
Plan.
1.9. "Continuous Service" has the meaning set forth in the Wyeth Retirement
Plan.
1.10. "Corporate Officer" means a principal officer of the Company as described
in Paragraph 30 of the By-Laws of the Company (copy attached).
1.11. "Credited Service " means the number of years of service credited to an
Employee under and as determined in accordance with the Wyeth Retirement Plan.
Effective June 16, 2004, Credited Service shall also include all service with
any Wyeth Affiliate (including any non-US Affiliate).
1.12. "Early Plan Benefit" means the monthly benefit payable to a
Participant under Section 4.2 of the Plan.
1.13. "Early Retirement Age" means attainment of both age fifty-five (55) or
more and at least ten (10) years of Continuous Service.
1.14. "Early Retirement Date" means the first day of the calendar month
coincident with or next following the date a Participant attains his/her Early
Retirement Age, or any subsequent day elected by the Participant to retire after
his/her Early Retirement Date but prior to his/her attainment of Normal
Retirement Age.
1.15. "Effective Date" is January 1, 1997.
1.16. "Employee" has the meaning set forth in the Wyeth Retirement Plan.
1.17. "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, including any regulations promulgated thereunder.
1.18. "Final Average Annual Pension Earnings" means the average of a
Participant's Annual Pension Earnings (as of January 1of each year) for the
three years during which the ten-year period immediately preceding the date of
his/her Severance from Service in which such Annual Pension Earnings were the
highest.
1.19. "Minimum Eligible Compensation Level" means a Rate of Annual Earnings
equal to or greater than two hundred and fifty thousand dollars ($250,000),
which amount shall be subject to periodic review and adjustment by the
Compensation and Benefits Committee of the Board. Effective, as of January 1,
1998, the term Minimum Eligible Compensation Level means a Rate of Annual
Earnings equal to or greater than three hundred thousand dollars ($300,000),
which amount shall be adjusted annually by an average of the salary increases of
the Senior Executive Group of the Company, rounded down to the nearest ten
thousand dollars ($10,000). Effective as of June 16, 2004, the term Minimum
Eligible Compensation Level means a Rate of Annual Earnings equal to or greater
than three hundred eighty thousand dollars ($380,000), which amount shall be
adjusted annually by the Annual Approved U.S. Merit Guideline, rounded down to
the nearest ten thousand dollars ($10,000).
1.20. "Normal Plan Benefit" means the Plan Benefit payable monthly to a
Participant pursuant to Section 4.1 of the Plan.
1.21. "Normal Retirement Age" means age sixty (60).
1.22. "Normal Retirement Date" means the first day of the calendar month
coincident with or next following the date a Participant attains his/her Normal
Retirement Age and elects to retire.
1.23. "Participant" means an Employee of the Company who has met the
requirements to become a Participant in the Plan pursuant to Section Two.
1.24. "PIA Program" means the Wyeth Performance Incentive Award program.
1.25. "Plan" means this Wyeth Executive Retirement Plan, as amended from time to
time.
1.26. "Plan Benefit" means the benefit payable monthly to a Participant under
the terms of the Plan.
1.27. "Plan Year" means the calendar year.
1.28. "Postponed Plan Benefit" means the Plan Benefit payable monthly to a
Participant under Section 4.4 of the Plan.
1.29. "Rate of Annual Earnings" means the average annual base salary of a
Participant as of January 1 of each Plan Year.
1.30. "Retirement Committee" has the meaning set forth in the Wyeth Retirement
Plan.
1.31. "Retirement Plans" means the Wyeth Retirement Plan, the Wyeth Supplemental
Executive Retirement Plan, the American Cyanamid and Subsidiaries Supplemental
Employees Retirement Plan; the American Cyanamid and Subsidiaries ERISA Excess
Plan and/or any other retirement plan or arrangement of the Company to the
extent it provides retirement or pension benefits (but only to the extent that
service under such plan is counted for purposes of the Wyeth Retirement Plan)
each as amended from time to time.
1.32. "Senior Executive Group" means executive officers of the Company who earn
in excess of one hundred and seventy-five thousand dollars (175,000) per year in
annual base earnings.
1.33. "Severance from Service" has the meaning set forth in the Wyeth Retirement
Plan.
1.34. "Single Life Annuity" means an annuity providing payments for the lifetime
of a Participant with no survivor benefits.
1.35. "Social Security Benefit" means the estimated annual amount of an
Employee's old age retirement benefits that a Participant will receive under the
United States Social Security system.
1.36. "Surviving Spouse" means the spouse of a deceased Participant to whom such
Participant has been validly married for a continuous period of at least one (1)
year immediately preceding such Participant's death.
1.37. "Vested Plan Benefit" means the Plan Benefit payable monthly to a
Participant under Section 4.3 of the Plan.
1.38. "Wyeth Retirement Plan" means the Wyeth Retirement Plan - United
States, as amended from time to time.
SECTION TWO-PARTICIPATION
2.1. (a) Eligibility on the Effective. An Employee of the Company or its
Affiliate employed on the Effective Date shall become a Participant in the Plan
on the Effective Date provided such Employee:
(1) Is a Participant in the Wyeth Retirement Plan, and
(2) Has attained age 55, and satisfies one of the following
conditions:
(A) Has a Rate of Annual Earnings equal to or in excess of
the Minimum Eligible Compensation Level in effect at
that time; or
(B) Has been elected or appointed as a Member of the Wyeth
Management Committee; or
(C) Has been selected by the Chief Executive Officer for
participation in the Plan, and such participation has
been approved by the Compensation and Benefits
Committee.
Notwithstanding the foregoing, any Employees who became a
Participant prior to June 16, 2004shall remain a Participant
in the Plan.
(b) Participant After Effective Date. An Employee shall become a
Participant after the Effective Date when he or she satisfies the requirements
of Section 2.1(a).
SECTION THREE-VESTING
3.1. Vesting. A Participant shall be vested upon the first to occur of the
following:
(a) Completion of five years of Continuous Service; or
(b) Attaining age 60 regardless of the number of years of Continuous
Service.
3.2. Termination Prior to Vesting. Any Participant who incurs a Severance from
Service prior to becoming vested under Section 3.1 shall not be entitled to
receive a Plan Benefit.
SECTION FOUR-AMOUNT AND COMMENCEMENT OF BENEFITS
4.1. Normal Plan Benefits.
(a) Eligibility. A Participant who retires at or after attaining
his/her Normal Retirement Age, shall be eligible to receive monthly a Normal
Plan Benefit under the Plan.
(b) Amount of Normal Plan Benefit. The monthly Normal Plan Benefit of a
Participant shall be one-twelfth of the amount, if any, by which the amount
determined under subparagraph (1) below, exceeds (to prevent duplication of
benefits) the amount determined under subparagraphs (2) and (3) below, where -
(1) An amount equal to:
(A) two percent (2%) of the Participant's Final Average Annual
Pension Earnings multiplied by the Participant's actual
years of Credited Service up to Normal Retirement Age plus,
subject to subparagraph (c) below, an additional three (3)
years of Credited Service (not to exceed thirty (30) years);
minus
(B) 1/60 of the Participant's Social Security Benefit multiplied
by the Participant's years of Credited Service plus, an
additional three years of Credited Service (not to exceed
thirty (30) years).
(2) The annual amount of retirement benefits, if any under the
Retirement Plans, payable in the form of a Single Life Annuity to
the Participant at Normal Retirement Age.
(3) The annual amount of retirement benefits, if any, under any
foreign pension plan, payable in the form of a Single Life
Annuity to the Participant at Normal Retirement Age, provided
that such foreign pension plan benefit reflects years of Credited
Service taken into account for purposes of Section 4.1(b)(1)(A).
For purposes of determining the amount of retirement benefit
payable as a Single Life Annuity from a foreign pension plan,
Retirement Committee shall utilize whatever assumptions it deems
reasonable in its discretion."
(c) Additional Credited Years of Bridge Service. The three (3)
additional years of Credited Service described in Section 4.1(b) shall be
reduced by one year for each year of service (or part thereof) that the
Participant works beyond age sixty-two (62) years, provided however, that a
Participant who commences participation in the Plan at age sixty-one (61) or
later shall accrue a monthly Normal Plan Benefit in the amount provided in
Section 4.1(b) for two (2) years before such reductions take effect.
(d) Commencement and Duration. Monthly Normal Plan Benefit payments for
Participants who retire and elect to receive payments shall begin as of the
Participant's Normal Retirement Date. Such payments shall continue in accordance
with the payment option elected by the Participant in Section 5.
4.2. Early Plan Benefits.
(a) Eligibility. A Participant who incurs a Severance from Service
while a Participant on or after he has attained his/her Early Retirement Age but
prior to his/her Normal Retirement Age shall be eligible to retire and receive
an Early Plan Benefit under the Plan.
(b) Amount of Early Plan Benefit. A Participant's Early Plan Benefit
shall be computed in the same manner as a Normal Plan Benefit under Section
4.1(b) except that the amount determined under Section 4.1(b) shall be reduced
by three (3) percent for each year (or part thereof) by which his/her Early Plan
Benefit commences prior to the attainment of his/her Normal Retirement Age
hereunder and the amount so determined shall then have the offset provisions set
forth in Section 4.1(b)(2) applied to determine the amount of the Participant's
Early Retirement Benefit.
(c) Commencement and Duration. A Participant who has incurred a
Severance from Service after attaining his/her Early Retirement Age may elect to
retire and commence payment as of his/her Early Retirement Date, and such
payments shall continue in accordance with the payment option elected in Section
5.
4.3. Vested Plan Benefit.
(a) Eligibility. A Participant who incurs a Severance from Service
while a Participant after having attained five years of Continuous Service but
prior to either his/her Early Retirement Age or his/her Normal Retirement Age,
shall be eligible to retire and receive a Vested Plan Benefit under the Plan.
(b) Amount of Vested Plan Benefit. A Participant's Vested Plan Benefit
shall be computed in the same manner as a monthly Normal Plan Benefit under
Section 4.1(b) except that the amount determined under Section 4.1(b)(1), shall
be reduced actuarially (by reference to the Actuarial Equivalence) for each year
(or part thereof) by which his/her Plan Benefit commences prior to the
attainment of his/her Normal Retirement Age and the amount so determined shall
then have the offset provisions set forth in Section 4.1(b)(2) applied to
determine the amount of the Vested Plan Benefit.
(c) Commencement and Duration. A Participant who has incurred a
Severance from Service while a Participant after attaining a right to a Vested
Plan Benefit in accordance with Section 4.3(a) above may elect to commence
payment of his/her Vested Plan Benefit as of the time he/she attains age 55.
Such payments shall continue in accordance with the payment option elected by
the Participant pursuant to Section 5.
4.4. Postponed Plan Benefit.
(a) Eligibility. A Participant who remains an Employee beyond his/her
Normal Retirement Age shall be entitled to retire and receive a Postponed Plan
Benefit under the Plan.
(b) Amount. Except as otherwise provided in this paragraph (b), a
Participant's Postponed Plan Benefit shall be an amount computed in the same
manner as a monthly Normal Plan Benefit under Subsection 4.1(b), provided,
however, that:
(1) The Participant's Postponed Plan Benefit shall be
determined by taking into account all years of actual
Credited Service and Final Average Annual Pension
Earnings attributable to employment with the Company
both before and after his/her Normal Retirement Date
(not to exceed, including the three additional years
of Credited Service, thirty (30) years); and that
(2) The three (3) additional years of Credited Service
described in paragraph (b)(1) above shall be reduced
for each year (or part thereof) that the Participant
works beyond age sixty-two (62), provided, however,
that a Participant who commences participation at age
sixty-one (61) or later must be eligible to receive a
Normal Plan Benefit for two (2) years before such
reductions take effect.
(c) Commencement and Duration. Postponed Plan Benefit payments shall
commence as of the first day of the calendar month coincident with or next
following a Participant's Severance from Service. Such benefits shall continue
in accordance with the payment option selected by the Participant in accordance
with Section 5.
SECTION FIVE-FORM AND COMMENCEMENT OF BENEFITS
5.1. Form of Benefit. Plan Benefits payable to a Participant pursuant to Section
Four shall be payable to the Participant under the same payment option as
selected by the Participant under the Wyeth Retirement Plan. Notwithstanding the
foregoing, a Participant may select any optional form of payment available under
the Wyeth Retirement Plan. If a Plan Benefit is payable in a form other than a
Single Life Annuity over the life of the Participant, such Plan Benefit shall be
subject to adjustment by the same actuarial equivalent factors as are applied
under the Wyeth Retirement Plan with respect to the Wyeth Retirement Plan
benefit of the Participant to determine Actuarial Equivalence. Any election made
by a Participant pursuant Section 4 shall be in writing in a form acceptable to
the Retirement Committee and filed at least six (6) months prior to his/her
retirement.
Effective as of April 1, 2001, an election by a Participant to receive
a lump sum distribution of his or her benefit under the Plan shall only be
effective six (6) months after the date of his or her retirement (and effective
as of 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 using the same interest
rate as that 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 in the interest rate being used to determine the value of 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 and shall be adjusted to include in a lump sum, as soon
as practicable after such death interest credited thereto during the Deferral
Period. Notwithstanding the foregoing, a Participant may elect upon his or her
retirement, in lieu of receiving a distribution from the Plan, to transfer all
or any part 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
procedures set forth in that plan.
SECTION SIX-SURVIVING SPOUSE BENEFIT
6.1. Surviving Spouse's Benefit.
(a) Death of Participant After Attaining Early Retirement Age. Upon the
death of a Participant while employed by the Company after having attained
his/her Early Retirement Age his/her Surviving Spouse will be entitled to an
immediate survivors benefit under this Plan equal to one-half of the Plan
Benefit the Participant would be entitled to receive commencing on the date of
his/her death, assuming the Participant had lived and retired on the day prior
to his death with a 50% Contingent Annuity Option in effect.
(b) Death of Participant Prior to Attaining Early Retirement Age. Upon
the death of a Participant while employed by the Company prior to having reached
Early Retirement Age but after becoming vested under Section 3 of the Plan,
his/her Surviving Spouse shall be entitled to receive a survivors annuity
starting on the first day of the month on or after the date the Participant
would have attained his/her Early Retirement Age. Such annuity shall be equal to
one-half of the Vested Plan Benefit the Participant would be entitled to receive
starting on the first day of the month on or after the later of (i) the
Participant's death, or (ii) the date of the Participant would have attained age
55 assuming the Participant had elected a 50% Contingent Annuity.
(c) Death of Participant After a Separation of Service but Before
Commencement of Early Retirement or Vested Plan Benefits. If a Participant has a
Separation from Service while vested and dies prior to attaining his/her Early
Retirement Age or commencing a Vested Plan Benefit, the Participant's Surviving
Spouse shall be entitled to a survivor's annuity commencing on the later of the
Participant's death or the date the Participant would have attained age 55. The
amount of such an annuity shall be equal to one-half of the Early Retirement
Benefit or the Vested Plan Benefit the Participant was entitled to receive as of
the date of his/her Separation from Service commencing as of the date described
above assuming the Participant had elected a 50% Contingent Annuity option.
SECTION SEVEN-AMENDMENT AND TERMINATION
7.1. Amendment or Termination. The Company reserves the right to amend, modify,
or terminate the Plan at any time for any reason. Any such amendment,
modification or termination shall be made pursuant to a resolution of the Board
of Directors and shall be effective as of the date specified in the resolution.
However, no such amendment, modification or termination of the Plan shall
directly or indirectly deprive or adversely affect a Participant's Plan Benefit
under the Plan as in effect on the date immediately preceding the date of such
amendment, modification or termination.
7.2. Termination Benefit. In the event of a Plan termination, each Participant
shall become fully vested in his/her accrued Plan Benefit as of the termination
date. Such accrued Plan Benefit shall be calculated as set forth in Section
4.1(b) above, and shall be based upon the Participant's Years of Service, Final
Average Pension Earnings, and Retirement Plan benefit as of the termination
date. For purposes of determining a Participant's accrued Plan Benefit pursuant
to this paragraph, the Participant's Retirement Plan benefit shall be his/her
accrued benefit from the Retirement Plan payable at age sixty (60). Payment of a
Participant's accrued Plan Benefit shall not be contingent upon his/her
continuation of employment with the Company following the Plan termination date,
and such benefit shall be payable at the date for commencement of payment of a
Plan Benefit pursuant to of Section Five.
SECTION EIGHT-MISCELLANEOUS
8.1. No Effect on Employment Rights. Nothing contained herein will confer upon
any Participant the right to be retained in the service of the Company, nor
limit the right of the Company to discharge or otherwise deal with any
Participant without regard to the existence of the Plan.
8.2. Funding. The Plan at all times shall be entirely unfunded, and no provision
shall at any time be made with respect to segregating any assets of the Company
for payment of any benefits hereunder. No Participant, Surviving Spouse or any
other person shall have any interest in any particular assets of the Company by
reason of a right to receive a benefit under the Plan, and any such Participant,
Surviving Spouse or other person shall have the rights of a general unsecured
creditor of the Company with respect to any rights under the Plan.
Notwithstanding the foregoing, the Retirement Committee or the Board of
Directors, in their discretion, may segregate the assets in a separate trust
(treated for tax purposes as a Rabbi trust), for the payment of Plan Benefits
and such segregation shall not be regarded as funding the Plan.
8.3. Anti-assignment. To the maximum extent permitted by law, no benefit payable
under the Plan shall be subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, attachment, encumbrance, or charge prior to actual
receipt thereof by the payee; and any attempt so to anticipate, alienate, sell,
transfer, assign, pledge, attach, encumber, or charge prior to such receipt
shall be void.
8.4. Administration. The Retirement Committee shall be responsible for the
general operation and administration of the Plan and for carrying out the
provisions thereof. All provisions set forth in the Wyeth Retirement Plan with
respect to the administrative powers and duties of the Retirement Committee,
expenses of administration, and procedures for filing claims shall also be
applicable with respect to the Plan. The Retirement Committee shall have the
full discretionary authority to construe and interpret the Plan, including the
right to remedy possible ambiguities, to adopt, amend, and rescind rules and
regulations for the administration of the plan, and generally to conduct and
administer the Plan and to make all determinations in connection with the Plan
as may be necessary or advisable. All such actions of the Retirement Committee
shall be conclusive and binding upon all Participants, Beneficiaries and
Surviving Spouses. The Retirement Committee shall be entitled to rely
conclusively upon all tables, valuations, certificates, opinions, and reports
furnished by any actuary, accountant, controller, counsel, or other person
employed or engaged by the Company with respect to the Plan.
8.5. State Law. The Plan is established under and will be construed according to
the laws of the State of New York, to the extent that such laws are not
preempted by ERISA and the regulations promulgated thereunder.
8.6. Incapacity of Recipient. In the event a Participant, or Surviving Spouse is
declared incompetent and a conservator or other person legally charged with the
care of his/her person or his/her estate is appointed, any benefits under the
Plan to which such Participant, or Surviving Spouse is entitled shall be paid to
such conservator or other person legally charged with the care of his/her person
or estate.
SECTION NINE-CLAIMS PROCEDURE
If a Participant does not receive the timely payment of the benefits which
he/she believes are due under the Plan, the Participant may make a claim for
benefits in the manner hereinafter provided.
All claims for benefits under the Plan shall be made in writing and shall be
signed by the Participant. Claims shall be submitted to the Administrator. If
the Participant does not furnish sufficient information with the claim for the
Administrator to determine the validity of the claim, the Administrator shall
indicate to the Participant any additional information which is necessary for
the Administrator to determine the validity of the claim.
Each claim hereunder shall be acted on and approved or disapproved by the
Administrator within 90 days following the receipt by the Administrator of the
information necessary to process the claim. In the event the Administrator
denies a claim for benefits in whole or in part, the Administrator shall notify
the Participant in writing of the denial of the claim and notify the Participant
of his right to a review of the Administrator's decision by the Administrator.
Such notice by the Administrator shall also set forth, in a manner calculated to
be understood by the Participant, the specific reason for such denial, the
specific provisions of the Plan on which the denial is based, a description of
any additional material or information necessary to perfect the claim with an
explanation of the Plan's appeals procedure as set forth in this Section Eleven.
If no action is taken by the Administrator on a Participant's claim within 90
days after receipt by the Administrator, such claim shall be deemed to be denied
for purposes of the following appeals procedure. Any applicant whose claim for
benefits is denied in whole or in part may appeal for a review of the decision
by the Administrator. Such appeal must be made within three months after the
applicant has received actual or constructive notice of the denial as provided
above. An appeal must be submitted in writing within such period and must:
(a) request a review by the Administrator of the claim for
benefits under the Plan;
(b) set forth all of the grounds upon which the Participant's
request for review is based on any facts in support thereof;
and
(c) set forth any issues or comments which the Participant deems
pertinent to the appeal.
The Administrator shall act upon each appeal within 60 days after receipt
thereof unless special circumstances require an extension of the time for
processing, in which case a decision shall be rendered by the Administrator as
soon as possible but not later than 120 days after the appeal is received by it.
The Administrator may require the Participant to submit such additional facts,
documents or other evidence as the Administrator in its discretion deems
necessary or advisable in making its review. The Participant shall be given the
opportunity to review pertinent documents or materials upon submission of a
written request to the Administrator, provided the Administrator finds the
requested documents or materials are pertinent to the appeal.
On the basis of its review, the Administrator shall make an independent
determination of the Participant's eligibility for benefits under the Plan. The
decision of the Administrator on any appeal of a claim for benefits shall be
final and conclusive upon all parties thereto.
In the event the Administrator denies an appeal in whole or in part, it shall
give written notice of the decision to the Participant, which notice shall set
forth, in a manner calculated to be understood by the Participant, the specific
reasons for such denial and which shall make specific reference to the pertinent
provisions of the Plan on which the Administrator's decision is based.