EXHIBIT 99.2

IN THE UNITED STATES DISTRICT COURT
FOR THE EASTERN DISTRICT OF PENNSYLVANIA

______________________________________________

IN RE: DIET DRUGS (PHENTERMINE/FENFLURAMINE
/DEXFENFLURAMINE) PRODUCTS LIABILITY MDL NO. 1203
LITIGATION
______________________________________________

PRETRIAL ORDER NO._____________

AND NOW this _____ day of ___________, 2005, upon consideration of the
Joint Motion of Wyeth and the Claims Facilitating Committee Pursuant to New
Settlement Process to Approve Proposed Stay Procedure in Diet Drug Cases, it is
hereby ORDERED that said motion is APPROVED. The Court FINDS:

1. That there are thousands of Diet Drug lawsuits arising out of
plaintiffs' Pondimin and/or Redux use on file in the federal courts.

2. That counsel for certain plaintiffs, namely Jerry Alexander, Alexander
& Associates, P.C., Ellen Presby, Baron and Budd, P.C., and Wayne Spivey,
Shrager, Spivey & Sachs, have engaged in negotiations with Defendant Wyeth
resulting in a Proposed Settlement Process that has the potential to
resolve thousands of Diet Drug claims.

3. That in order to facilitate the possible resolution of these claims, a
stay of litigation for those firms that are participating in the Proposed
Settlement Process must issue so that the parties may avoid the time and
expense of ongoing litigation in thousands of individual lawsuits.

Therefore, it is hereby ORDERED, ADJUDGED and DECREED that:

A. Upon filing with the Court of a Joint Motion to Stay Proceedings to Permit
Settlement Negotiations ("Joint Motion") substantially in the form of Exhibit A
hereto, for Diet Drug cases consolidated in the MDL, the cases of plaintiffs
moving therein are hereby STAYED as of the date such Joint Motion is filed with
the Court. The stay will continue until such time as all such claims are
resolved and dismissed with prejudice, or until either of the movants thereto
provides notice to the Court, with copy to the other movant, that the settlement
process was unsuccessful with respect to any claim or claims and the stay should
be lifted with respect to such claim or claims. If notice is provided by either
movant that the settlement process was unsuccessful, then all stays incident to
such motion shall be lifted and all stayed proceedings shall resume thirty (30)
days from the date of said notice, with appropriate adjustments to any discovery
or trial scheduling order previously entered in the case(s).

B. The stay procedure approved in this order will apply only to Joint Motions
filed on or before February 21, 2005.

C. Should Wyeth decide, on or after February 15, 2005, not to proceed further
with the Proposed Settlement Process described in Exhibits A and B to the
Memorandum filed in support of the instant Motion, Wyeth promptly shall notify
the Court of said decision, which notice shall operate to vacate this order; any
stays granted pursuant thereto shall be lifted; and all proceedings shall resume
thirty (30) days from the date of said notice, with appropriate adjustments to
any discovery or trial scheduling order previously entered.

_____________________________
Harvey Bartle III, J.

IN THE UNITED STATES DISTRICT COURT
FOR THE EASTERN DISTRICT OF PENNSYLVANIA

_____________________________________________
)
IN RE DIET DRUGS )
(Phentermine/Fenfluramine/Dexfenfluramine) ) MDL NO. 1203
PRODUCTS LIABILITY LITIGATION )
_____________________________________________)
)
THIS DOCUMENT PERTAINS TO ALL )
ACTIONS LISTED ON EXHIBIT A )

MODEL JOINT MOTION TO STAY PROCEEDINGS TO
PERMIT SETTLEMENT NEGOTIATIONS

Defendant Wyeth and the law firm of ______________________, Plaintiffs'
Counsel, hereinafter Movants, jointly move for an order staying any and all
proceedings related to the plaintiffs identified on the attached Exhibit A. The
Movants request that this Stay be entered immediately and continue until such
time as all claims are resolved and dismissed with prejudice or until either
party provides notice to the Court, with copy to the opposing party, that the
Proposed Settlement Process was unsuccessful and the Stay should be lifted. If
such notice is provided by either party, then the Movants agree that all Stays
incident to the Court's order shall be lifted and all stayed proceedings shall
commence thirty (30) days from the date of said notice with appropriate
adjustments to any scheduling order previously entered in the case.

In support of this motion, the Movants aver as follows:

1. Wyeth and counsel for certain Diet Drug Claimants have engaged in
discussions that have resulted in a Proposed Settlement Process that
could resolve thousands of lawsuits.

EXHIBIT A TO PRETRIAL ORDER

2. Plaintiffs' counsel, the law firm of __________, has agreed to enter
into settlement discussions in accordance with the Proposed
Settlement Process with respect to the plaintiffs identified on
Exhibit A hereto.

3. The proposed Stay will afford an opportunity for the Movants to
negotiate the terms of a settlement, while avoiding the time and
expense of ongoing litigation in [hundreds/thousands] of individual
lawsuits. Absent a Stay, countless hours will be spent taking
deposition testimony, responding to discovery requests, and filing,
responding to, and arguing motions. Moreover, hundreds or even
thousands of depositions will be necessary to meet current discovery
deadlines under existing scheduling orders. This risks causing both
parties to spend time and money on discovery that the settlement
would obviate.

4. Granting this Stay will avoid the time and expense associated with
ongoing litigation and, more importantly, it will permit the Movants
to focus their efforts on negotiating and consummating settlements.

Wherefore, the Movants respectfully request the Court to issue an Order
staying the actions identified in Exhibit A hereto until the earlier of such
time as the claims are resolved or either Movant advises the Court that the
claims will not be resolved.

Respectfully submitted,

[NOTE: THIS MOTION WILL NEED TO BE ADAPTED TO MEET THE REQUIREMENTS OF EACH
STATE.]

- 2 -

IN THE UNITED STATES DISTRICT COURT
FOR THE EASTERN DISTRICT OF PENNSYLVANIA

______________________________________________

IN RE: DIET DRUGS (PHENTERMINE/FENFLURAMINE
/DEXFENFLURAMINE) PRODUCTS LIABILITY MDL NO. 1203
LITIGATION
______________________________________________

JOINT MOTION OF WYETH AND CLAIMS FACILITATING COMMITTEE
PURSUANT TO NEW SETTLEMENT PROCESS TO APPROVE
PROPOSED STAY PROCEDURE IN DIET DRUG CASES

Pursuant to F.R.C.P. 7(b), Defendant Wyeth and counsel for certain
plaintiffs, Jerry Alexander, Alexander & Associates, P.C., Ellen Presby, Baron
and Budd, P.C., and Wayne Spivey, Shrager, Spivey & Sachs (hereinafter
"Movants"), jointly move for an order substantially in the form provided
herewith approving a procedure whereby those plaintiffs who now wish to
participate in a Proposed Settlement Process and Wyeth may move to obtain a
self-implementing stay of proceedings in their respective Diet Drug

lawsuits. The reasons supporting entry of such a procedure are explained in the
accompanying memorandum.

Respectfully submitted,

COUNSEL FOR WYETH

/S/ RICHARD KORNYLAK
- ---------------------------
Peter L. Zimroth Robert D. Rosenbaum
ARNOLD & PORTER LLP Daniel S. Pariser
399 Park Avenue Lawrence M. Reich
New York, NY 10022-4690 Richard Kornylak
(212) 715-1010 ARNOLD & PORTER LLP
555 12th Street, NW
Washington, DC 20004
(202) 942-5862

Michael T. Scott Ellen K. Reisman
REEDSMITH LLP ARNOLD & PORTER LLP
2500 One Liberty Place 777 S. Figueroa Street, Suite 4400
Philadelphia, PA 19103-7301 Los Angeles, CA 90017
(215) 851-8248 (213) 243-4111

Orran L. Brown
BROWNGREER PLC
115 South 15th Street
Suite 400
Richmond, VA 23219
(804) 521-7201

- 2 -

CFC

_____________________________________ __________________________________
Jerry Alexander Wayne R. Spivey
ALEXANDER & ASSOCIATES, P.C., L.L.O. SHRAGER, SPIVEY & SACHS
619 North 90th Street Two Commerce Square
Omaha, NE 68114 2001 Market Street, 32nd Floor
(402) 390-9339 Philadelphia, PA 19103
(215) 568-7771

_____________________________________
Ellen A. Presby
BARON & BUDD, P.C.
3102 Oaklawn Blvd.
Suite 1100
Dallas, Texas 75219
(214) 521-3605

Dated: January 18, 2005

- 3 -

IN THE UNITED STATES DISTRICT COURT
FOR THE EASTERN DISTRICT OF PENNSYLVANIA

______________________________________________

IN RE: DIET DRUGS (PHENTERMINE/FENFLURAMINE
/DEXFENFLURAMINE) PRODUCTS LIABILITY MDL NO. 1203
LITIGATION
______________________________________________

MEMORANDUM IN SUPPORT OF JOINT MOTION OF
WYETH AND CLAIMS FACILITATING COMMITTEE PURSUANT TO
NEW SETTLEMENT PROCESS TO APPROVE PROPOSED
STAY PROCEDURE IN DIET DRUG CASES

Wyeth and the undersigned plaintiffs' counsel have negotiated a Proposed
Settlement Process that has the potential to settle many Diet Drug lawsuits and
claims. As a vital step toward developing sufficiently broad plaintiff support
to ensure the viability of the process, as well as toward implementing the
process itself, they jointly ask this Court to approve a procedure, outlined in
the accompanying Order, whereby proceedings in groups of Diet Drug cases would
be stayed so that Wyeth and the participating plaintiffs' law firms may devote
their full resources with respect to those cases to settlement efforts. This
memorandum is submitted in support of that request.

The self-implementing stay mechanism now sought is specifically designed
to save the parties and the Court the considerable time and expense required to
litigate cases while settlement negotiations proceed. Under this mechanism, all
proceedings related to claims identified by Wyeth and the participating law firm
will be stayed, upon filing of a form motion, until such time as those claims
are resolved and dismissed with prejudice, or until Wyeth or each participating
law firm provides notice to the Court, with copy to the other party, that the
settlement process has been unsuccessful and the stay should be

lifted. The movants hereto intend to seek similar stays in various state court
jurisdictions in which Diet Drug cases are pending.

The detailed terms of the Proposed Settlement Process are set forth in
form letters attached to this memorandum as Exhibits A and B. A summary of those
terms, together with a brief description of the process' genesis, is outlined
below. As explained below, the public interest strongly supports implementation
of this proposed stay procedure.

I. BACKGROUND AND SUMMARY OF THE PROPOSED SETTLEMENT PROCESS

The burdens imposed on the parties and the judiciary in litigating these
Diet Drug cases and adjudicating discovery disputes and pre-trial motions are
well known to this Court. Approximately sixty thousand plaintiffs now seek to
recover damages against Wyeth in the federal or state courts arising out of the
alleged ingestion of Pondimin and or Redux.

Last year, lawyers representing certain plaintiffs in this litigation
approached Wyeth to explore whether a new process could be crafted for settling
large numbers of Diet Drug cases. On January 17, 2005, these discussions,
conducted between Wyeth and counsel for certain plaintiffs - namely Jerry
Alexander, Alexander & Associates, P.C., L.L.O., Ellen Presby, Baron and Budd,
P.C., and Wayne Spivey, Shrager Spivey & Sachs - culminated in the Proposed
Settlement Process set forth in Exhibits A and B hereto. As reflected in those
exhibits, the Proposed Settlement Process contemplates two options: the
"Expedited Option" and the "Grid Option."

A. THE TWO ALTERNATIVE PROCESSES

The Expedited Option and the Grid Option share many of the same features.
Both initially divide the claims of plaintiffs represented by each participating
law firm into three categories - Groups A, B and C - which collectively
encompass all Diet Drug-related claimants, including Initial, Intermediate and
Back End Opt-Outs, PPH claimants, and valve surgery claimants.

Under both the Expedited Option and the Grid Option, each law firm will
receive from Wyeth, upon delivery of appropriate releases, a total settlement
amount equal to the sum of all payments calculated for the firm's Group A, B and
C claims. Both the Expedited Option and the Grid Option involve some combination
of set values for particular types of cases as well as individualized
negotiations. The goal of both Options is to resolve all the Diet Drug claims of
all clients of a participating law firm.

The major difference between the Expedited Option and the Grid Option lies
in their treatment of Group A claims. With respect to those claims, the
Expedited Option provides a simpler process, which is intended to result in
quicker payments. Under the Expedited Option, the Group A component of each
firm's total settlement amount would be valued at $20,000 times the number of
the firm's Group A claimants.

The Grid Option, by contrast, employs a somewhat more complex "grid"
system for calculating Group A settlement sums. Depending on the type and
severity of the claimants' regurgitation, their age and the duration of their
Diet Drug use, the maximum amounts attributable to Group A claimants under the
Grid Option range from $5,250 to $200,000, with the most severe Group A claims
being subject to individual negotiation. Furthermore, unlike the Expedited
Option, the Grid Option would require submission of additional data and medical
records, and would entail, in some instances, review by

Wyeth of echocardiogram tapes and other records allegedly supporting the
claimants' asserted medical conditions.

Under both the Expedited Option or the Grid Option, Wyeth would further
pay to Group A claimants who were timely-diagnosed as having FDA-Positive levels
of regurgitation an additional payment of $100,000 if they were to undergo valve
surgery on or before March 31, 2010.

Under the Proposed Settlement Process, Wyeth must decide, in the very near
term, whether to proceed with the process at all - a decision that will depend,
in part, on the level of participation by plaintiffs' law firms. If Wyeth is not
satisfied with the level of participation in the proposed process, it will not
proceed with that process.

B. THE CLAIMS FACILITATING COMMITTEE

A "Claims Facilitating Committee" ("CFC"), composed of Messrs. Alexander
and Spivey and Ms. Presby, has been established to assist in implementing this
settlement process. The CFC will not serve as counsel, attorneys or agents for
Wyeth or, with the exception explained below, for any plaintiffs' attorney or
claimants. The CFC has agreed further to facilitate the participation in the
Proposed Settlement Process of additional law firms and their respective clients
and to assist with the administrative burdens incident to widespread
participation, should that occur.

If there is a sufficiently large group of claims such that Wyeth proceeds
with the process and the process results in settlement of the claims, Wyeth has
agreed, subject to Court approval, to deposit into an escrow account
administered by the Court an amount equal to two percent (2%) of the gross value
of the payments attributable to Group A and B claims, up to a cap of thirty
million dollars. The CFC may apply to the Court for awards of fees and expenses
to be paid from this escrow account for its negotiation and

administrative services. Any such award made by the Court will not affect the
terms or amounts of any recovery that a plaintiffs' firm would obtain for its
claimants under a future settlement agreement with Wyeth pursuant to this
Proposed Settlement Process. A copy of the fee agreement is attached hereto as
Exhibit C.

In addition, the CFC has also offered to assist plaintiffs' attorneys in
negotiating with Wyeth as to those claims that must be resolved by negotiation
in this settlement process. If a plaintiffs' attorney decides to use the CFC in
these negotiations, the plaintiffs' attorney will pay the CFC a fee for its
services pursuant to a separate agreement, which amounts will be credited
towards the $30 million cap on deposits by Wyeth into the court-administered
escrow account.

C. TIMETABLE FOR COMPLETION OF SETTLEMENTS

It is Wyeth's and the CFC's intent that this settlement process proceed
according to the ambitious timing goals set forth in Exhibits A and B to this
memorandum. The process includes proposed time periods for, inter alia,
submission of documentation by certain claimants and completion of individual
negotiations, where applicable. However, factors such as the volume and nature
of claims, the quality of the data submitted and scheduling difficulties will
affect whether these goals realistically can be met. While Wyeth and the CFC are
committed to making this process as expeditious as possible, uncertainties
surrounding how it will work in practice will require a degree of flexibility
with respect to these timelines.

II. THE PUBLIC INTEREST SUPPORTS COURT APPROVAL OF A MECHANISM TO
AUTOMATICALLY STAY LITIGATION INVOLVING PARTICIPATING PLAINTIFFS

A. THE PROPOSED STAY PROCEDURE IS NECESSARY

To facilitate the resolution of claims pursuant to the Proposed Settlement
Process, the movants seek an order from this Court approving a mechanism by
which participating plaintiffs may move with Wyeth to obtain a self-implementing
stay of their pending lawsuits. As discussed above, the new framework's
timetable is ambitious. It will require considerable time and effort by a large
number of attorneys and support personnel from both Wyeth and participating
plaintiffs' law firms. Thousands of forms and certifications will be required,
and the claims of all the settling plaintiffs will have to be reviewed,
categorized and reconciled. Moreover, as noted above, certain cases will be
subject to individual negotiations. The document acquisition, claims analysis,
and ultimate resolution of these claims will require very substantial
administrative efforts.

It is therefore important, particularly in the view of prospective
participating plaintiffs' law firms, that a stay of proceedings be entered in
cases involving participating firms while the settlement process is underway. An
essential condition of the Proposed Settlement Process is that, if Wyeth decides
to go forward with the process, it will negotiate with each participating
plaintiffs' firm an amount to settle the claims of all Diet Drug plaintiffs
represented by that law firm. Without a mechanism for stays of the type now
proposed, both Wyeth and participating firms would be obliged to expend many
hours and enormous sums - unnecessarily - in thousands of lawsuits incident to
taking deposition testimony, responding to discovery, motions practice, and
trial preparation, among other tasks, rather than pursuing the Proposed
Settlement Process. Given the prospects for possible settlement of such claims,
the enormous time and expense involved

in continued litigation cannot be justified. Equally significant, a stay will
free up parties' limited resources to allow them to focus their efforts on the
settlement process itself. Thus, an automatic stay mechanism would foster
plaintiff participation in the Proposed Settlement Process, and therefore would
increase the prospects that the process could be successful.

B. THE PROPOSED STAY PROCEDURE IS APPROPRIATE

A court's ability to stay a pending action "is incidental to its inherent
power to control the disposition of the causes on its docket with economy of
time and effort for itself, for counsel, and for litigants." Landis v. North
America Co., 299 U.S. 248, 254 (1936). Thus, a district court has broad
discretionary power to stay proceedings. See Schwarz v. Prudential-Bache
Securities, Inc., Civ.A.No. 90-6074, 1991 WL 137157, at *1 (E.D. Pa. July 19,
1991); Bechtel Corp. v. Local 215, Laborers' Int'l Union, 544 F.2d 1207, 1215
(E.D. Pa. 1976). Here, the movants propose that the Court approve a procedure
whereby plaintiff-specific stays automatically will be implemented upon the
filing by the participating law firm and Wyeth of a "Joint Motion to Stay
Proceedings to Permit Settlement Negotiations," in substantially the form
attached hereto as Exhibit D. The form is an important part of the settlement
framework. It is designed to be filed each time a particular plaintiffs' law
firm agrees to participate in the Proposed Settlement Process, and will result,
under the proposed mechanism, in a self-implementing stay of proceedings in the
cases identified therein. Thus, the proposed mechanism will relieve the parties
of the need to repeatedly file motions requesting individual case-by-case stay
determinations from the Court.

Furthermore, the self-implementing stays contemplated by the present
motion are narrowly tailored to the needs of the Proposed Settlement Process.
The stay mechanism would apply only to form motions filed on or before February
21, 2005. Moreover, the stays would be initiated only where a particular
plaintiffs' firm has indicated, by signing one of the letters attached as
Exhibits A and B to this memorandum, that it will recommend participation in the
Proposed Settlement Process to all of its Diet Drug clients. These stays would
continue until such time as: (i) all claims are resolved and dismissed with
prejudice; or (ii) either party to an individual stay motion provides notice to
the Court, with copy to the other party to that motion, that the settlement
process was unsuccessful and the stay should be lifted; or (iii) Wyeth provides
notice to the Court that it has decided not to proceed with the Proposed
Settlement Process. In the latter two instances, all pertinent stays would be
lifted and stayed proceedings resumed thirty (30) days thereafter, with such
adjustments to scheduling orders as the Court deems appropriate.

III. CONCLUSION

For the reasons set forth herein, movants respectfully request that this
Court issue an order substantially in the form provided herewith that approves
the proposed stay procedure and, upon filing of the Joint Motion to Stay
Proceedings to Permit Settlement

Negotiations, grants the relief requested to all firms who elect to recommend
that their respective clients participate in the Proposed Settlement Process.

Respectfully submitted,

COUNSEL FOR WYETH

Orran L. Brown
BROWNGREER PLC
115 South 15th Street
Suite 400
Richmond, VA 23219
(804) 521-7201

CFC

___________________________________ __________________________________
Jerry Alexander Wayne R. Spivey
ALEXANDER & ASSOCIATES, P.C., L.L.O. SHRAGER, SPIVEY & SACHS
619 North 90th Street Two Commerce Square
Omaha, NE 68114 2001 Market Street, 32nd Floor
(402) 390-9339 Philadelphia, PA 19103
(215) 568-7771

___________________________________
Ellen A. Presby
BARON & BUDD, P.C.
3102 Oaklawn Blvd.
Suite 1100
Dallas, Texas 75219
(214) 521-3605

Dated: January 18, 2005

CERTIFICATE OF SERVICE

The undersigned hereby certifies that true and correct copies of the
foregoing Joint Motion of Wyeth and Claims Facilitating Committee Pursuant to
New Settlement Process to Approve Proposed Stay Procedure in Diet Drug Cases,
Memorandum in Support, and proposed Pretrial Order were served this 18th day of
January 2005 via first class mail, postage pre-paid upon counsel appearing on
the attached Service List and Supplemental Service List.

The Joint Motion, Memorandum in Support and proposed Pretrial Order have
been filed electronically and are available for viewing and downloading from the
ECF system.

/S/ RICHARD KORNYLAK

Dated: January 18, 2005

SERVICE LIST

Richard L. Scheff, Esquire Andrew A. Chirls, Esquire
Montgomery, McCracken, Walker & Rhoads, LLP Robyn D. Kotzker, Esquire
123 South Broad Street, Avenue of the Arts Wolf Block Schorr and Solis-Cohen, LLP
28th Floor 1650 Arch Street, 22nd Floor
Philadelphia, PA 19109 Philadelphia, PA 19103-2097
215-772-1500 (p) 215-977-2000 (p)
215-772-7502 (direct dial) 215-977-2472 (direct dial)
215-772-7620 (f) 215-977-2337 (f)
215-405-2572 (direct fax)

Gregory P. Miller, Esquire Arnold Levin, Esquire
Special Discovery Master Michael D. Fishbein, Esquire
Miller, Alfano & Raspanti, P.C. Laurence S. Berman, Esquire
1818 Market Street, Suite 3402 Levin, Fishbein, Sedra and Berman
Philadelphia, PA 19103 510 Walnut Street, Suite 500
215-972-6400 (p) Philadelphia, PA 19106
215-988-1478 (f) 215-592-1500 (p)
215-981-0082 (f) 215-592-4663 (f)
(PMC/Class Counsel)

John J. Cummings, III, Esquire Stanley M. Chesley, Esquire
Cummings, Cummings & Dudenhefer Waite, Schneider, Bayless, Chesley Co., L.P.A.
416 Gravier Street 1513 Central Trust Tower
New Orleans, LA 70130 Fourth & Vine Streets
504-586-0000 (p) Cincinnati, OH 45202
504-522-8423 (f) 513-621-0267 (p)
(PMC/Class Counsel) 513-621-0262 (f)
(PMC/Class Counsel)

Roger P. Brosnahan, Esquire Elizabeth J. Cabraser, Esquire
Law Offices of Roger P. Brosnahan Leiff, Cabraser & Heimann
116 Center Street Embarcadero Center West, 30th Floor
Winona, MN 55987 275 Battery Street
507-457-3000 (p) San Francisco, CA 94111
507-457-3001 (f) 415-956-1000 (p)
(PMC) 415-956-1008 (f)
(PMC)

Michael D. Hausfield, Esquire William S. Kemp, Esquire
Cohen, Milstein, Hausfield & Toll Harrison, Kemp & Jones LLP
West Tower , Suite 500 3800 Howard Hughes Parkway
1100 New York Avenue, NW 17th Floor
Washington, D.C. 20005-3934 Las Vegas, NV 89109
202-408-4600 (p) 702-385-6000 (p)
202-408-4699 (f) 702-385-6001 (f)
(PMC) (PMC)

Dianne M. Nast, Esquire James Michael Papantonio, Esquire
Roda & Nast, P.C. Levin, Middlebrooks, Thomas, Mitchell, Green,
801 Estelle Drive Echsner, Proctor & Papantonio, P.A.
Lancaster, PA 17601 316 South Baylen Street
717-892-3000 (p) Pensacola, FL 32501
717-892-1200 (f) 850-435-7000 (p)
(PMC/Class Counsel - Subclass 1a) 850-435-7020 (f)
(PMC)

John M. Restaino, Jr., Esquire Darryl S. Tschirn, Esquire
Lopez, Hodes, Restaino, Milman & Skikos Attorney At Law
450 Newport Drive, 2nd Floor 7825 Fay Avenue, Suite 320
Newport Beach, CA 92660 La Jolla, CA 92037
949-640-8222 (p) 858-454-9927 (p)
949-640-8294 (f) 858-454-0980 (f)
(PMC) (PMC)

Ms. Deborah A. Hyland Sol H. Weiss, Esquire
Plaintiffs' Management Committee Anapol Schwartz Weiss Cohan Feldman & Smalley
Constitution Place 1900 Delancey Place
325 Chestnut Street, Suite 200 Philadelphia, PA 19103
Philadelphia, PA 19106 215-735-1130 (p)
215-629-3919 (p) 215-735-2211 (f)
215-629-3998 (f) (Class Counsel)
(PMC)

Richard Lewis, Esquire Richard Wayne, Esquire
Cohen Milstein Hausfeld Toll & Toll Strauss & Troy
1100 New York Avenue, N.W. The Federal Reserve Building
Suite 500, West Tower 150 East 4th
Washington, DC 20005-3934 Cincinnati, OH 45202-4018
202-408-4600 (p) 513-261-2120 (p)
202-408-4699 (f) 513-241-8259 (f)
(Class Counsel -- Subclass 1b) (Class Counsel -- Subclass 3)

Gene Locks, Esquire Mark W. Tanner, Esquire
Locks Law Firm Feldman Shepherd & Wohlgelernter
1500 Walnut Street 1845 Walnut Street, 25th Floor
20th Floor Philadelphia, PA 19103
Philadelphia, PA 19102 215-567-8300 (p)
215-893-3434 (p) 215-567-8333 (f)
215-893-3415 (f) (Class Counsel -- Subclass 2a)
(Class Counsel)

R. Eric Kennedy, Esquire Charles R. Parker, Esquire
Weisman Goldberg Weisman & Kaufman Hill & Parker
1600 Midland Building 5200 Memorial, Suite 700
101 Prospect Avenue West Houston, TX 77007-8392
Cleveland, OH 44115 713-868-5581 (p)
216-781-1111 (p) 713-868-1275 (f)
216-781-6747 (f) (Class Counsel)
(Class Counsel -- Subclass 2b)

P. Douglas Sisk, Esquire Edward W. Madeira, Jr., Esquire
AHP Settlement Trust Pepper Hamilton, LLP
701 Market Street Bell Atlantic Building, 34th Floor
Suite 5555 1717 Arch Street
Philadelphia, PA 19106 Philadelphia, PA 19103
(215) 701-3795 (p) 215-981-4353 (p)
(215) 923-5217 (f) 215-981-4307 (f)

Peter G. Resnik, Esquire Edward S. Weltman, Esquire
McDermott, Will & Emery Goodwin Procter, LLP
28 State Street, 34th Floor 599 Lexington Avenue
Boston, MA 02109-1775 New York, NY 10022
617-535-4000 (p) 212-459-7420 (p)
617-535-3800 (f) 212.355.3333 (f)

J. Clayton Undercofler, Esquire Karl E. Seib, Jr., Esquire
Saul Ewing LLP Patterson Belknap Webb & Tyler LLP
Centre Square West, 38th Floor 1133 Avenue of the Americas
1500 Market Street New York, NY 10035
Philadelphia, PA 19102 212-336-2000 (p)
215-972-7777 (p) 212-336-2222 (f)
215-972-1927 (f)

Bruce S. Haines, Esquire Ellen A. Presby, Esquire
Hangley Aronchick Segal & Pudlin, P.C. Baron & Budd, P.C.
One Logan Square, 27th Floor 3102 Oak Lawn Avenue
Philadelphia, PA 19103-6933 Dallas, TX 75215
215-568-6200 (p) 214-521-3605 (p)
215-568-0300 (f) 214-520-1181 (f)

Kip A. Petroff, Esquire George M. Fleming, Esquire
Petroff & Associates Fleming & Associates, LLP
3838 Oak Lawn Avenue 1330 Post Oak Boulevard
Dallas, TX 75219 Suite 3030
214-526-5300 (p) Houston, TX
214-526-5354 (f) 713-621-7944 (p)
713-621-9638 (f)

Edward F. Blizzard, Esquire Michael J. Miller, Esquire
Blizzard, McCarthy &, LLP Miller & Associates
440 Louisiana, Suite 1710 105 N. Alfred Street
Houston, TX 77017-5001 Alexandria, VA 22314
713-844-3750 (p) 703-519-8080 (p)
713-844-3755 (f) 703-519-8084 (f)

Jerry Alexander, Esquire
Robert C. Buck, Esquire Alexander & Associates, P.C. L.L.O.
Childers, Buck & Schlueter, LLP Historic Inns of Court Building
260 Peachtree Street, NW 619 N. 90th Street
Suite 1601 Omaha, NE 68114
Atlanta, Georgia 30303 402-390-9339 (p)
404-419-9500 (p) 402-390-9383 (f)
404-419-9501 (f)

Rebecca Arch, Esquire Robert E.J. Curran, Esquire
Ashcraft & Gerel, LLP Curran & Byrne, P.C.
Suite 400 606 E. Baltimore Pike
2000 L. Street P.O. Box 30
Washington, D.C. 20036 Media, PA 19063
202-783-6400 (p) 610-565-4322 (p)
202-416-6392 (f) 610-565-9531 (f)

Wayne Spivey, Esquire Abraham C. Reich, Esquire
Shrager, Spivey, Sachs & Weinstock Stephanie Resnick, Esquire
Two Commerce Square Fox, Rothschild, O'Brien & Frankel, LLP
32nd Floor 2000 Market Street
Philadelphia, PA 19103 10th Floor
215-568-7771 (p) Philadelphia, PA 19103-3291
215-568-7495 (f) 215-299-2090 (p)
215-299-2150 (f)

Paul J. Napoli, Esquire Michael Y. Saunders, Esquire
Mario D'Angelo, Esquire Theresa A. Lynn, Esquire
Hariton & D'Angelo in association with Helm, Pletcher, Bowen & Saunders, LLP
Napoli, Kaiser & Bern, LLP 2929 Allen Parkway, Suite 2700
3500 Sunrise Highway, Suite T-207 Houston, TX 77019
Great River, NY 11739 713-522-4550 (p)
800-683-0852 (p) 713-834-3195 (f)
212-513-7320 (f) for Mr. Napoli
631-224-9247 (f) for Mr. D'Angelo

B. Ray Zoll, Esquire William R. Robb, Esquire
Zoll & Tycksen, L.C. Aleshire, Robb & Sivils P.C.
5300 South 360 West, Suite 360 905 St. Louis, Suite 1600
Murray, UT 84123 Springfield, MO 65806
801-685-7800 (p) 417-869-3737 (p)
801-685-7808 (f) 417-869-5678 (f)

Michael D. Hepperly, Esquire Richard D. Vandever, Esquire
Michael D. Hepperly Law Office, Chtd. Richard D. Vandever, LLC
310 W. Central, Suite 103 9229 Ward Parkway, Suite 107
Wichita, KS 67202 Kansas City, MO 64114
316-267-5330 (p) 816-523-2205 (p)
316-267-6589 (f) 816-523-8258 (f)

W. Dirk Vandever, Esquire Paul S. Obetz, Esquire
The Popham Law Firm, P.C. Bartimus, Frickleton, Robertson & Obetz, PC
323 W. 8th Street 11150 Overbrook Road, Suite 200
Kansas City, MO 64105 Leawood, KS 66211
816-221-2288 (p) 913-266-2300 (p)
816-221-3999 (f) 913-266-2366 (f)

Brian K. Balser, Esquire David G. Summers, Esquire
Brian K. Balser Co., LPA Aaron C. Johnson, Esquire
5311 Meadow Lane Court, Suite 1 717 Thomas Street
Elyria, OH 44035 Weston, MO 64098
440-934-0044 (p) 816-640-9940 (p)
440-934-0050 (f) 816-386-9927 (f)

Lon Walters, Esquire Steve Stewart, Esquire
The Oldham Building Levin & Krasner, P.C.
105 E. 5th Street 500 Summit Tower
Suite 401 Eleven Greenway Plaza
Kansas City, MO 64106 Houston, TX 77046-1196
816-472-1400 (p) 713-877-1600 (p)
816-472-4433 (f) 713-439-1600 (f)

William P. Bryan, Esquire J. Scott Bertram, Esquire
1346 Main Street The Bertram Law Firm
Baton Rouge, LA 70802 9229 Ward Parkway, Suite 107
225-445-2781 (p) Kansas City, MO 64114
225-344-0011 (f) 816-523-2205 (p)
816-523-8258 (f)

Timothy M. Bates, Esquire James W. Jeans, Esquire
Slakter Law Firm, LLP 2619 West 6th Street, Suite D
7502 Greenville Avenue, Suite 500 Lawrence, KS 66049
Dallas, TX 75231 785-842-1138 (p)
214- 890-9275 (p) 785-865-2966 (f)
214-890-9279 (f)

Stephen A. Cor, Esquire Scott B. Frenkel, Esquire
Thomas E. Mellon, Esquire Frenkel & Frenkel, LLP
Mellon, Webster & Shelly 5489 Blair Road, Suite 200
87 North Broad Street Dallas, TX 75231-4150
Doylestown, PA 18901 214-333-3333 (p)
215-348-7700 (p) 214-265-9360 (f)
215-340-0171 (f)

McKay Chadwell, PLLS Eric N. Roberson, Esquire
600 University Street, Suite 1601 The Law Office of Patrick J. Mulligan, P.C.
Seattle, WA 98101 2911 Turtle Creek Blvd., Suite 900
206-233-2800 (p) Dallas, TX 75219
206-233-2809 (f) 214-219-9779 (p)
214-520-8789 (f)

Michael L. Hodges, Esquire Kent Clay, Esquire
13420 Sante Fe Trail Drive Clay & Crow
Lenexa, KS 66215 12222 Merit Drive, Suite 1710
913-888-7100 (p) Dallas, TX 75251
913-888-7388 (f) 972-980-4081 (p)
972-980-4099 (f)

John E. Williams, Esquire
Williams Bailey Law Firm
8441 Gulf Freeway, Suite 600
Houston, TX 77017-5001
713-230-2200 (p)
713-643-6226 (f)

SUPPLEMENTAL SERVICE LIST

John Arthur Eaves, Esquire Joseph L. Tucker, Esquire
John Arthur Eaves, Jr., Esquire K. Stephen Jackson, PC
Eaves Law Firm Black Diamond Building
105 North State Street 2229 First Avenue North
Jackson, MS 39201 Birmingham, AL 35203
601-355-7770 (p) 205-252-3535 (p)
601-355-7776 (f) 205-252-3536 (f)

Merrida Coxwell, Esquire Scott McKnight, Esquire
Coxwell & Associates, PLLC Cort DeHart, Esquire
500 State St. Craig Crockett, Esquire
Jackson, MS 39201 McKnight, DeHart & Crockett, LLP
601-948-1600 (p) 1320 South University Dr., Suite 804
601-948-7097 (f) Forth Worth, TX 76107
817-810-0400 (p)
817-810-0499 (f)

Jesse F. Ferrer, Esquire Lynn Seithel Jekel, Esquire
Joe Poirot, Esquire Motley Rice, LLC
Ferrer, Poirot & Wansbrough, PC 28 Bridgeside Blvd.
2603 Oak Lawn Ave. Mount Pleasant, SC 29464
Dallas, TX 75219 843-216-9134 (p)
214-523-0201 (p) 843-216-9430 (f)
214-522-3804 (f)

Mark Goldberg, Esquire James A. Morris, Jr., Esquire
Deborah Kerr, Esquire Provost & Umphrey LLP
Goldberg & Osborne P.O. Box 4905
915 West Camelback Rd. Beaumont, TX 77704
Phoenix, AZ 85013 409-835-6000 (p)
602-234-1111 (p) 409-838-8888 (f)
602-808-6799 (f)

C. L. Mike Schmidt, Esquire James D. Shannon, Esquire
The Schmidt Firm Renee C. Harrison, Esquire
8401 North Central Expressway, Suite 880 Cheryl M. Lang
Dallas, TX 75225 Elise B. Munn, Esquire
214-521-4898 (p) Shannon Law Firm, PLLC
214-521-9995 (f) 100 West Gallatin St.
Hazlehurst, MS 39083
601-894-2202 (p)
601-894-5033 (f)

Thomas N. Thurlow, Esquire Carroll Ingram, Esquire
Robert Barringer, Esquire Ingram & Associates, PLLC
Thurlow & Associates, PC 211 South 29th Avenue
2300 Lyric Centre Building Hattiesburg, MS 39401
440 Louisiana St., Suite 1200 601-261-1385 (p)
Houston, TX 77002 601-261-1393 (f)
713-224-2057 (p)
713-237-0184 (f)

Schlichter, Bogard & Denton Franklin D. Azar & Associates
100 South 4th Street, Suite 900 14426 East Evans Avenue
Saint Louis, MO 63102 Aurora, CO 80014
314-621-6115 (p) 303-757-3300 (p)
314-621-7151 (f) 303-757-3206 (f)

Steven L. Friedman, Esquire Mark A. Buck, Esquire
John J. Higson, Esquire Fairchild & Buck, PA
Dilworth Paxson, LLP 5851 S.W. 29th Street
3200 Mellon Bank Center Topeka, KS 66614
1735 Market Street 785-235-2200 (p)
Philadelphia, PA 19103 785-235-8950 (f)
215-575-7000 (p)
215-575-7200 (f)

Mike O'Brien, PC Michael P. McGartland, Esquire
1330 Post Oak Boulevard, Suite 2960 McGartland & Borchardt
Houston, TX 77056 University Center 1, Suite 500
713-222-0088 (p) 1300 South University Drive
713-222-0888 (f) Fort Worth, TX 76107
817-332-9300 (p)
817-332-9301 (f)

Gary D. McCallister & Associates Ronald M. Meneo, Esquire
29 South LaSalle Street, Suite 1210 Early, Ludwick, Sweeney, LLC.
Chicago, IL 60603 One Century Tower
312-345-0611 (p) 265 Church Street, 11th Floor
312-345-0612 (f) P.O. Box 1866
New Haven, CT 06508-1866
203-777-7799 (p)
203-785-1671 (f)

Kimberly L. Woodland, Esquire Riley L. Burnett, Jr., Esquire
Love, Willingham, Peters, Gilleland & Manyak, LLP Johnson, Burnett & Chang, LLP
Bank of America Plaza 5005 Roverway, Suite 250
600 Peachtree Street NE, Suite 2200 Houston, TX 77056-3017
Atlanta, GA 30308 713-626-9336 (p)
404-607-0100 (p) 713-626-3394 (f)
404-607-0465 (f)

A. Craig Eiland, PC Fibich, Hampton, Leebron & Garth, LLP
2423 Market Street, Suite 1 1401 McKinney, Suite 1800
Galveston, TX 77550 Houston, TX 77010
409-763-3260 (p) 713-751-0025 (p)
409-763-8154 (f) 713-751-0030 (f)

Euler Law Offices, LLP Barker, Leon, Fancher, & Matthys, LLP
137 S. Main 555 North Carancahua, Suite 1200
P.O. Box 326 Tower II
Troy, KS 66087 Corpus Christi, TX 78478
785-985-3561 (p) 361-881-9217 (p)
785-985-2322 (f) 361-882-9437 (f)

Cynthia K. Garrett, Esquire Tony Martinez, Esquire
Cynthia K. Garrett Law Firm Martinez, Barrera y Martinez, LLP
P.O. Box 9250 1201 East Van Buren
Tulsa, OK 74157 Brownsville, TX 78520
918-584-0070 (p) 956-546-7159 (p)
918-584-4342 (f) 956-544-0602 (f)

Keith M. Jensen, Esquire Paul K. Loyacono, Esquire
Law Office of Keith M. Jensen Verhine & Verhine, PLLC
514 E. Belknap 1015 Adams Street
Fort Worth, TX 76102 Vicksburg, MS 39181
817-334-0762 (p) 601-638-8282 (p)
817-334-0110 (f) 601-638-8296 (f)

O'Quinn, Laminack & Pirtle Davis, Saperstein & Solomon, P.C.
2300 Lyric Centre Building 375 Cedar Lane
440 Louisiana Street Teaneck, NJ 07666
Houston, TX 77002 201-907-5000 (p)
713-223-1000 (p) 201-692-0444 (f)
713-222-6903 (f)

Randall W. Morley, Esquire Michael Heygood, Esquire
The Law Offices of Randall W. Morley Heygood, Orr & Reyes, LLP
315 North Broadway 909 Lake Carolyn Parkway, Suite 1700
North Little Rock, AK 72114 Irving, TX 75039
501-372-4314 (p) 214-526-7900 (p)
501-375-3045 (f) 214-526-7910 (f)

David Siegel, Esquire N. Albert Bacharach, Jr., Esquire
Susman Godfrey Law Offices of N. Albert Bacharach, Jr., Esquire
1000 Louisiana St., Suite 5100 115 NE 6th Ave.
Houston, TX 77002-5096 Gainesville, Florida 32601-3416
713-653-7806 (p) 352-378-9859 (p)
713-654-3376 (f) 352-338-1858 (f)

W. Lewis Garrison, Jr.
Garrison Scott Gamble & Rosenthal, PC
2224 First Avenue North
Birmingham, AL 35202-1310
205-326-3336 (p)
205-326-3332 (f)

"Expedited Option" Letter

_______________, 2005

_________________________, Esq.

[Address]

Re: Proposed Settlement Process

Dear:

As we have discussed, this letter confirms that your law firm, the
___________________ law firm (the "Firm"), would be interested in entering into
a settlement process (the "Proposed Settlement Process") with Wyeth as described
below.

Capitalized terms used but not otherwise defined in this letter shall have
the meanings ascribed to them in the Nationwide Class Action Settlement
Agreement with American Home Products Corporation, dated November 18, 1999, as
amended (the "Nationwide Settlement Agreement"). Unless otherwise specified
herein, references in this letter to timeliness, time periods within which
certain events or actions must have taken place, and eligibility to undertake
certain actions shall be in accordance with the terms of the Nationwide
Settlement Agreement.

You understand and agree that, in undertaking these discussions with you,
we have not been serving as legal counsel, attorneys, or agents for Wyeth, for
you, or for your clients. Similarly, you understand and agree that, unless
otherwise agreed to in writing and disclosed to Wyeth, to you, and to your
clients, we are not serving as legal counsel, attorneys, or agents for Wyeth,
for you, or for your clients in any future discussions with you or Wyeth
regarding any possible settlement of your clients' diet drug claims.

As we discussed, there are, in broad terms, two different settlement
processes that you could choose to recommend to your clients: the option
summarized below and an alternative "Grid Option," which we described to you. We
discussed with you the possible advantages and disadvantages of each option
given the nature of your clients' claims and their supporting documentation as
you described those to us. You have informed us that you believe that the
"Expedited Option" described below is the better option for your clients.

For the purposes of this letter and the Proposed Settlement Process, the
term "Claimants" shall mean all persons who ingested Diet Drugs, or their
estates, administrators or other legal representatives, heirs or beneficiaries,
and any other persons who have asserted or may assert a right to sue,
independently or derivatively, Wyeth, a Released Party, or any party indemnified
or defended by Wyeth for any claim relating in any way to the ingestion of Diet
Drugs. The term "Claimant" shall exclude any individuals whose claims relating
in any way to the ingestion of Diet Drugs have been definitively resolved
through litigation, settlement and/or the Nationwide Settlement Agreement.

You have stated that the Firm will recommend the participation of all
Claimants in whose claims the Firm has a financial interest of any kind ("Entire
Claims Group") in the Proposed Settlement Process described herein. Those
Claimants are listed on Exhibit 1. You understand that as part of the Proposed
Settlement Process, you will be required to submit specified data and
documentation to Wyeth and to the Claims Facilitating Committee ("CFC")(1) and
provide Wyeth and the CFC with a certification of the completeness and accuracy
of that documentation and

- ----------
(1) The members of the CFC are Jerry Alexander, Alexander & Associates, P.C.,
L.L.O., Wayne Spivey, Shrager, Spivey & Sachs and Ellen Presby, Baron & Budd,
P.C.

- 2 -

data. You further understand that, if a settlement agreement is entered into
with Wyeth in accordance with the Proposed Settlement Process, Wyeth will pay
the Firm a total dollar amount for its Entire Claims Group. Wyeth will calculate
that total dollar amount taking into account the considerations described below.
You have stated that you will comply with all applicable laws and rules of legal
ethics in making full, appropriate and accurate disclosures to Claimants
concerning the terms of any eventual settlement offer from Wyeth, and you
understand that neither Wyeth nor the CFC has any responsibility in this regard.
You will agree to make appropriate disclosures to Claimants concerning the terms
of the settlement with Wyeth, the manner of distribution of the funds and any
other information required to be disclosed to individual Claimants, and such
disclosures will be included in the Releases required to be furnished pursuant
to this agreement.

Except as otherwise stated in this letter, the CFC will not charge you any
fee for the services it has provided and will provide you. We have informed you
that we have reached an agreement with Wyeth under which, if we are successful
in putting together a sufficiently large group of claims that are settled under
the Proposed Settlement Process, and subject to approval by the U.S. District
Court for the Eastern District of Pennsylvania (the "Court"), Wyeth will deposit
in an escrow account administered by the Court ("Administrative Fee Account") an
amount equal to 2% of the gross value of all settled claims in Groups A and B
(as those groups are defined below), up to a maximum of $30,000,000 in the
aggregate. The CFC may apply to the Court for awards of fees and expenses to be
paid from this escrow account for its negotiation and administrative services.
Any such award made by the Court will not in any way affect the

- 3 -

terms or amount of any recovery that you would obtain for your Claimants under a
future settlement agreement with Wyeth pursuant to this Proposed Settlement
Process. A copy of our letter to Wyeth reflecting the terms of that agreement is
attached hereto as Exhibit 2.

I. PARTICIPATION. If the Firm chooses to participate in the Proposed
Settlement Process by executing this letter and delivering it to the CFC,
it agrees to recommend participation to all Claimants in its Entire Claims
Group.

II. CATEGORIZATION OF CLAIMS. Each Claimant in the Entire Claims Group will be
categorized by Wyeth into one of the following groups:

A. Group A: Claimants (other than Claimants described in Section
II.C(iv)) who:

(i) were eligible to file Intermediate Opt-Out or Back-End Opt-Out
("IOO/BEOO") forms pursuant to Sections IV.D.3 and IV.D.4 of
the Nationwide Settlement Agreement; and

(ii) have timely filed procedurally-valid IOO/BEOO forms; and

(iii) have timely filed lawsuits (as provided in Sections IV.D.3 and
IV.D.4 of the Nationwide Settlement Agreement), which lawsuits
have not yet been dismissed with prejudice or had a judgment
entered on the merits; and

(iv) have a timely echocardiogram indicating at least an FDA
Positive condition (as provided in Sections IV.D.3 and IV.D.4
and Section I.22.b of the Nationwide Settlement Agreement)
(hereinafter referred to as "FDA Positive Diagnosis").

B. Group B: Claimants who have filed IOO/BEOO forms but:

- 4 -

(i) have not timely filed lawsuits; or

(ii) do not have an FDA Positive Diagnosis; or

(iii) whose IOO/BEOO filings have material procedural and/or
substantive deficiencies.

C. Group C: Claimants:

(i) who have PPH as defined in Section I.46 of the Nationwide
Settlement Agreement; or

(ii) who have bacterial endocarditis; or

(iii) who are Initial Opt-Outs; or

(iv) who would qualify for Group A and in addition have had actual
valve surgery or have claims involving death secondary to
valvular heart disease; or

(v) whose claims are the subject of a judgment on the merits or a
determination of ineligibility to exercise an IOO or BEOO, for
which timely appeals have been filed and are currently
pending; or

(vi) who do not qualify for either Group A or B.

III. TERMS OF PAYMENT.

A. The Firm shall recommend to all Group A, B and C Claimants in its
Entire Claims Group that they participate in the Proposed Settlement
Process. The Firm will provide a certification, in the form attached
as Exhibit 3, to Wyeth warranting that it has recommended the
participation of all Claimants in the Entire Claims Group.

- 5 -

(i) Wyeth will pay to the Firm a sum equal to $20,000 times the
number of all Group A Claimants who have provided appropriate
Releases;

(ii) Wyeth will pay to the Firm an additional sum equal to $2,000
times the number of all Group B Claimants who have provided
appropriate Releases;

(iii) Wyeth will pay to the Firm an amount equal to the sum of the
negotiated settlement amounts agreed to between Wyeth and the
Firm with respect to all Group C Claimants who have provided
appropriate Releases; and

(iv) A Group A Claimant whose Supporting Documentation indicates
that he/she has an FDA Positive Diagnosis will receive the
following surgery guarantee: if the Claimant has actual heart
surgery performed via a thoracotomy procedure on or before
March 31, 2010 to repair or replace the mitral and/or aortic
valve that had an FDA Positive Diagnosis, he/she will receive
an additional payment of $100,000 from Wyeth. Such payment
shall be made no later than 30 days after such Claimant
notifies Wyeth that the valve surgery has occurred on the
relevant valve and Wyeth is provided with an operative report
evidencing the valve surgery. Such notice and records shall be
sent to Wyeth in care of the BrownGreer law firm.

- 6 -

C. The determination of whether a Claimant is a Group A Claimant or a
Group B Claimant will be based upon a review of the report of the
original reading of the echocardiogram upon which the Claimant
relies, prepared at or near the time the echocardiogram was
conducted ("original read"), without audit of echocardiogram tapes.
If the original read of the echocardiogram is not clear as to
whether the Claimant has an FDA Positive Diagnosis, the report will
be read as indicating the lower level of regurgitation (e.g., a
"mild to moderate" will be read to be "mild"). However, in that
situation, the Claimant may elect, at the Claimant's expense, a
neutral review of the echo tape or disk by a cardiologist agreeable
to both parties. If a neutral review is chosen, the results of said
review will be binding even if the results of said review are such
that the Claimant no longer qualifies in Group A based on a lower
level of regurgitation.

D. As we discussed, at your request the CFC is available to assist you
with the negotiation of your Group C claims for a fee to be paid by
you pursuant to a separate agreement, if certain conditions are met
including, but not necessarily limited to, your agreement that your
Claimant disclosure documents for this settlement will be subject to
CFC approval. Any fees paid to the CFC for such Group C negotiations
will be credited toward the $30,000,000 cap on the amounts to be
deposited by Wyeth into the Administrative Fee Account, as set forth
in the letter attached hereto as Exhibit 2.

E. If a settlement agreement is entered into between Wyeth and the Firm
on behalf of its clients in accordance with the Proposed Settlement
Process and the other

- 7 -

conditions to payment set forth herein have been satisfied or waived
by Wyeth, the Firm will receive a total settlement amount (the
"Total Settlement Amount") from Wyeth for the settlement of its
Entire Claims Group (except as otherwise expressly provided herein).
The Firm will have sole responsibility for determining and
distributing the portion of the Total Settlement Amount to be
received by each of its Claimants and will distribute such portion
to each such Claimant. The Firm shall be solely responsible for any
errors in determining and distributing the portion of the Total
Settlement Amount to be received by each of its Claimants. The Firm
will provide the CFC and the Escrow Agent (as defined below) a copy
of the Anticipated Distribution List reflecting the quantum to be
received by each Claimant in the Entire Claims Group as set forth in
Section V.

F. No settlement with the Firm will be final, and Wyeth shall have no
obligation to make any payments pursuant to this Proposed Settlement
Process until:

(i) the receipt and evaluation by Wyeth of the Required
Documentation submitted by the Firm for its Entire Claims
Group;

(ii) the completion of negotiations and agreement between the Firm
and Wyeth with respect to all of the Firm's Group C Claimants;

(iii) the execution and delivery of a final settlement agreement
between Wyeth and the Firm on behalf of its clients; and

(iv) the receipt by Wyeth from the Firm of duly executed Releases
for all Claimants in the Entire Claims Group (subject to the
exceptions set forth in Section III.H of this letter),
certifications from the Firm in the forms

- 8 -

attached hereto as Exhibits 3-6 and 10, any applicable
executed "Tender of Payment to the MDL 1203 Fee and Cost
Account" forms, and all bank account and wire transfer
information necessary for the Escrow Agent (as defined below)
to effectuate payment to the Firm.

G. Following the satisfaction of the conditions set forth in Section
III.F of this letter, including receipt by Wyeth of the Required
Releases from the Claimants and certifications from the Firm, in
each case duly executed by the appropriate person(s), Wyeth will
deposit with an escrow agent (the "Escrow Agent") an amount equal to
the portion of the Total Settlement Amount to be paid by Wyeth to
the Firm in respect of all Claimants who have duly executed and
delivered Releases (to be calculated as described in paragraphs H
(iii) and (v) below). Such deposit shall be made pursuant to an
escrow agreement (the "Escrow Agreement") to be entered into among
Wyeth, the Firm and the Escrow Agent, upon mutually acceptable terms
and conditions.

H. The portion of the Total Settlement Amount corresponding to each
Claimant which has been deposited with the Escrow Agent pursuant to
the preceding paragraph shall be released upon Wyeth's receipt from
the Firm of an executed dismissal with prejudice with respect to
each such Claimant. Upon Wyeth's receipt of an executed dismissal
with prejudice with respect to a Claimant or upon Wyeth's
confirmation that the Claimant does not have a pending lawsuit, the
Escrow Agent shall be instructed to release to the Firm the
settlement amount

- 9 -

corresponding to such Claimant. The Firm agrees to provide Wyeth
with duly executed Releases for all of the Claimants in its Entire
Claims Group. If, however, Releases cannot be obtained by the Firm
from all of its Claimants, the following provisions shall apply:

(i) In the event that the Firm is unable to provide Releases for
(a) all of its Claimants in Group C and (b) at least 95% of
its Claimants in Group A and (c) at least 95% of its Claimants
in Group B with currently pending lawsuits (collectively,
"Required Releases"), Wyeth will not be obligated to
consummate a settlement with the Firm or any of those
Claimants who have duly executed and delivered Releases. In
the event that the Firm provides the Required Releases, Wyeth
will deposit with the Escrow Agent an amount equal to the
portion of the Total Settlement Amount to be paid by Wyeth to
the Firm in respect of Claimants who have duly executed and
delivered Releases (to be calculated as described in
paragraphs (iii) and (v) below).

(ii) After Wyeth and the Firm, on behalf of its clients, have
signed a settlement agreement setting forth the specific terms
of the settlement reached for that Firm's Entire Claims Group,
the Firm shall promptly notify Wyeth if any Group C Claimants
are unable or refuse to accept the Firm's recommendation to
settle and to provide a Release, and shall provide the
identity of such Claimant(s). Within ten (10) days of such
notification, Wyeth shall notify the Firm whether it is
willing to continue

- 10 -

to attempt to consummate a settlement with that Firm in
accordance with the other terms of this letter for those
Claimants who provide Releases.

(iii) If any Group C Claimant does not provide a Release and Wyeth
nonetheless agrees to consummate a settlement with the Firm,
the amount to be deducted from the Total Settlement Amount
with respect to such Group C Claimant(s) will be negotiated in
good faith between Wyeth and the Firm.

(iv) If the Firm notifies Wyeth that it is unable to obtain
Releases for (a) at least 95% of its Claimants in Group A and
(b) at least 95% of its Claimants in Group B with currently
pending lawsuits, Wyeth may, nonetheless, at its sole
discretion, decide to consummate a settlement with the Firm.
In that instance, the Firm shall provide Wyeth with
notification of the identity of any Claimant(s) who are unable
or unwilling to provide Releases. Within 10 days of the Firm's
notification to Wyeth that it is unable to obtain such
Releases for its Group A Claimants and Group B Claimants,
Wyeth shall notify the Firm whether it is willing to
consummate a settlement with that Firm in accordance with the
other terms of this letter. Notwithstanding the foregoing, if
such Releases cannot be provided without the approval of a
probate, bankruptcy or other court, the parties will work
together in good faith to obtain such Releases, and Wyeth will
not unreasonably withhold or delay payment to those Claimants
who have provided Releases.

- 11 -

(v) For each Group A Claimant or Group B Claimant who does not
provide a Release where a settlement with the Firm is
consummated, the Total Settlement amount to be paid in this
instance will be reduced by the greater of: (a) the amount on
the Anticipated Distribution List for that Claimant; or (b)
$20,000 for a Group A Claimant or $2,000 for a Group B
Claimant.

(vi) As to any Claimants who do not provide executed Releases due
to the need for approval by a probate, bankruptcy or other
court, which prevents the timely delivery of such Releases,
the Firm shall submit to Wyeth adequate documentation of the
need for such court approval and shall continue to use its
best efforts to obtain Releases from such Claimants.

(vii) If a settlement agreement is entered into between Wyeth and
the Firm on behalf of its clients in accordance with the
Proposed Settlement Process, as to those Claimants who refuse
to accept the Firm's recommendation to settle their claims
and/or refuse to sign Releases pursuant to the Proposed
Settlement Process, to the extent permitted by the equivalent
to ABA Model Rule of Professional Conduct 5.6 in the relevant
jurisdiction(s), the Firm shall take all necessary steps to
disengage and withdraw from representation of such Claimants,
whether those Claimants have filed lawsuits or not, and shall
disavow any financial interest in or other consideration,
direct or indirect, for such claims, unless Wyeth acquiesces
in the Firm's continuing to represent those Claimants. Where
necessary,

- 12 -

the Firm will file motions to withdraw from continuing to
represent such Claimants. The Firm will provide Wyeth with a
copy of each such motion to withdraw from the representation
of Claimants promptly after it has been filed with the
appropriate court, and/or will provide any other nonprivileged
documents evidencing disengagement from representation of any
Claimants. Said motions and/or other documents will
affirmatively state that the Firm has waived any fee interest
in and any other consideration, direct or indirect, for each
Claimant in respect to which it has withdrawn. Such motions
must be filed and/or other nonprivileged documents must be
provided to Wyeth prior to Wyeth's delivery of payment to the
Escrow Agent of the settlement amount for those Claimants
represented by the Firm for whom Wyeth has received Releases.

(viii)The Firm will continue to use its best efforts to obtain
Releases from (a) those Claimants who did not provide Releases
as a result of the need for approval by a probate, bankruptcy
or other court and (b) those Claimants who refused to sign
Releases but as to whom Wyeth acquiesced in the Firm's
continuing to represent. Upon receipt of Releases for such
Claimants by Wyeth, Wyeth will deposit within 10 days with the
Escrow Agent an amount equal to the portion of the Total
Settlement Amount to be paid by Wyeth to the Firm in respect
to those Claimants. If at any time the Firm notifies Wyeth
that, despite its best

- 13 -

efforts, Releases for any of the Claimants described in this
paragraph cannot be obtained, to the extent permitted by the
equivalent to ABA Model Rule of Professional Conduct 5.6 in
the relevant jurisdiction(s), the Firm shall take all
necessary steps to disengage and withdraw from representation
of such Claimants, whether those Claimants have filed lawsuits
or not, and shall disavow any financial interest in or other
consideration, direct or indirect, for such claims, unless
Wyeth acquiesces in the Firm's continuing to represent those
Claimants. Where necessary, the Firm will file motions to
withdraw from continuing to represent such Claimants. The Firm
will provide Wyeth with a copy of each such motion to withdraw
from the representation of Claimants promptly after it has
been filed with the appropriate court, and/or will provide any
other nonprivileged documents evidencing disengagement from
representation of any Claimants. Said motions and/or other
documents will affirmatively state that the Firm has waived
any fee interest in and any other consideration, direct or
indirect, for each Claimant in respect to which it has
withdrawn.

IV. REQUIRED DOCUMENTATION. The following will constitute "Required
Documentation":

A. All Group A, B and C Claimants must provide Wyeth with the following
documentation ("Supporting Documentation"):

(1) Proof of Diet Drug use, either:

- 14 -

(a) As required by Section VI.C.2.d of the Nationwide
Settlement Agreement; or

(b) A notarized affidavit in substantially the form attached
hereto as Exhibit 7 signed under penalty of perjury by
the Claimant and verifying use of Pondimin and/or Redux;

(2) A report of the original read of the echocardiogram upon which
the Claimant relies to establish his/her claim, prepared at or
near the time the echocardiogram was conducted;

(3) Any opt-out forms submitted by the Claimant to the Trust
and/or Wyeth, including, but not limited to, all Orange 1, 2
or 3 forms; and

(4) A copy of all complaints filed by the Claimant that relate to
the use of Diet Drugs (if requested by Wyeth).

B. All Group C Claimants must provide Wyeth with the following
additional documentation ("Additional Documentation"):

(1) All tapes or disks of any echocardiograms performed on the
Claimant;

(2) All reports in respect thereof;

(3) All records relating to cardiac catheterizations;

(4) As to surgery and death cases, the following relevant medical
records:

(a) in surgery and death cases, pre-operative, operative,
post-operative, and pathology records, if any; and

(b) in death cases, the death certificate and autopsy
report, if any, and hospitalization records at the time
of death; and,

- 15 -

(5) As to PPH cases, materials that are specified in Paragraph 2
of Pretrial Order No. 2383.

C. Wyeth has the right to request and the Firm agrees to provide
Additional Relevant Documentation for any Group C claim. "Additional
Relevant Documentation" shall mean those documents that Wyeth
reasonably believes it needs to evaluate the claim.

D. The Firm must fully and accurately complete the Short Form Claims
Data Entry Module ("SFCDEM") on behalf of their respective
Claimants. The SFCDEM, along with the Supporting Documentation and
any Additional Documentation, will be utilized to categorize
Eligible Claimants for purposes of Benefit Determinations. The
SFCDEM requires input of Claimant information which includes, but is
not limited to, demographic information, and specific
echocardiographic findings as to degree of regurgitation of the
aortic and mitral valves in order to establish the presence or
absence of an FDA Positive Condition. For Group C Claimants, it will
also require identification of any instance in which the required
approval of a probate, bankruptcy or other court may affect the
timely execution of a Release.

E. The Firm will be required to certify to Wyeth, under penalty of
perjury, that all documentation and data provided are to the best of
its knowledge complete and accurate.

- 16 -

V. TIMING.

All parties in this process agree to use their best efforts to meet the
deadlines set forth in the time line below. It is the intent of Wyeth and the
CFC that the Proposed Settlement Process will proceed according to the following
general time line. However, factors such as the volume and nature of claims, the
quality of the data submitted and scheduling difficulties will affect whether
these goals realistically can be met. While Wyeth and the CFC are committed to
making this process as expeditious as possible, the uncertainties surrounding
how this process will work in practice means that flexibility in achieving the
timing goals set forth below may be necessary.

RECOMMENDED TIMING GOALS AND TRIGGERING
STEP EVENT EVENTS
- ---- ----- ------

1. Wyeth and CFC will file in the MDL a Joint Motion to Approve a
Procedure for Plaintiffs to Stay Proceedings in Diet Drug Cases
Pending the Implementation of Settlement Process.

2. Firm sends this signed letter to the CFC and begins entering
all data into the SFCDEM. On or before February 15, 2005.

3. Firm and Wyeth will execute and file joint motions, in the
attached form, to stay all discovery and trials in all
litigation involving all Claimants in the Firm's Entire Claims
Group. This step requires that the Firm provide Wyeth with
sufficient information to identify all Claimants and the courts
in which lawsuits are pending. Within 5 days of Step 2.

4. CFC will submit to Wyeth executed copies of letters from all
participating firms. On or before February 15, 2005.

5. Firm will complete data entry into the SFCDEM for its Entire
Claims Group. Firm will certify the accuracy of the data. A
copy of the SFCDEM also shall be forwarded to the CFC. Firm
will send Wyeth the Supporting Documentation on Group A, Group
B and Group C claims. Firm will certify the accuracy of the
documentation. Within 5 days of Step 4.

- 17 -

RECOMMENDED TIMING GOALS AND TRIGGERING
STEP EVENT EVENTS
- ---- ----- ------

6. Wyeth will review Step 5 submissions assessing level of
participation and nature of claims and will notify CFC whether
it will begin settlement process. Wyeth will notify Firms, in
the form letter (attached hereto as Exhibit 8), that it is
willing to begin the settlement process, and will provide a
sample Form Release which Wyeth shall use to prepare individual
Releases. Within 5 days of Step 5.

7. Wyeth will contact Firm to arrange a date certain to commence
the negotiation of the Group C Claims. Firm understands that
commencement of negotiation on that date is contingent on its
timely submission of Supporting Documentation and Additional
Documentation. Within 5 days of Step 6.

8. Wyeth shall request any Additional Relevant Documentation in
support of Group C claims. Within 20 days of Step 5.

9. Firm shall deliver Additional Documentation to Wyeth for Group
C claims. Within 10 days of Step 8.

10. Wyeth will report to the Firm if Wyeth disagrees with the
accuracy of the Plaintiffs' SFCDEM and will describe the Within 20 days of Step 5, unless
disagreement with particularity for each such Claimant Wyeth has requested Additional
represented by the Firm and provide a statement as to whether Documentation, then within 10 days
Wyeth places each Claimant in Group A, Group B, or Group C. of Step 9.
Wyeth will send individual Releases for each Claimant in the
Entire Claims Group for whom there is no disagreement.

11. Wyeth and the Firm will seek to reconcile the disagreements, if
any, identified by Wyeth in Step 10. Wyeth will send individual
Releases on an ongoing basis within 5 days after any
disagreements are resolved. Within 5 days of Step 10.

12. Completion of Group C claim negotiations between Wyeth and the
Firm. Within 45 days of Step 5.

13. Firm certifies to Wyeth in substantially the form attached as
Exhibit 3 that it has recommended to all Claimants in its
Entire Claims Group that they participate in the Proposed
Settlement Process. Within 2 days of Step 12.

- 18 -

RECOMMENDED TIMING GOALS AND TRIGGERING
STEP EVENT EVENTS
- ---- ----- ------

14. Firm and Wyeth will sign a settlement agreement setting forth
the specific terms of the settlement reached on behalf of its
clients. Within 10 days of Step 13.

15. Firm will provide CFC and the Escrow Agent with the Anticipated
Distribution List reflecting the amount to be received by each
Claimant. Within 10 days of Step 13.

16. Firm will send Wyeth (i) all Required Releases pursuant to
Section III of this letter; (ii) any applicable executed
"Tender of Payment to the MDL 1203 Fee and Cost Account" forms;
(iii) all check/wire information necessary for the Escrow Agent
to effectuate payment to Firm pursuant to Section III.F of this
letter; (iv) all required certifications from the Firm
substantially in the forms attached hereto as Exhibits 3-6 and
10; and (v) all motions to withdraw from representation of any
Claimants and/or any other non-privileged documents evidencing
disengagement of representation of any Claimants. Within 20 days of Step 15.

17. Wyeth will deliver to Escrow Agent payment of the settlement
amount with respect to those Claimants for whom Wyeth has
received duly executed Releases pursuant to Section III.F of
this letter and will make appropriate payments to the MDL1203
Fee and Cost Account. Within 10 days of Step 16.

18. Upon Wyeth's receipt of an executed dismissal with prejudice, or
where Wyeth has confirmed that the Claimant does not have a
pending lawsuit, with respect to any Claimant for whom a Within 3 days of receipt by the
settlement amount has been deposited with the Escrow Agent, the Escrow Agent of the executed
Escrow Agent shall be instructed to release to the Firm the dismissal with prejudice for that
settlement amount corresponding to that Claimant. Claimant.

VI. DISTRIBUTION AND DISMISSAL.

A. The division and distribution of the total settlement amount among
the Entire Claims Group is the sole responsibility of the Firm.

- 19 -

B. Neither the CFC nor Wyeth shall be responsible or liable for, or
participate in, any distribution determinations whether (i) as
between the Firm and its Claimants or (ii) as among any of the
attorneys who have a financial interest in such claims or (iii) as
among any of the Claimants. The Firm will certify to Wyeth and the
CFC that it has complied and will comply with any and all
potentially applicable rules of legal ethics including but not
limited to the applicable state counterparts of Rule 1.8 of the ABA
Model Rules of Professional Conduct. The Firm will also certify that
it has made full and accurate disclosures to Claimants, and has made
payments consistent with these disclosures and with any
representations made to Claimants to secure their participation in
this settlement process and to obtain executed Releases from them.

C. The Firm represents that the appropriate settlement amounts will be
distributed to its Claimants promptly and without delay. The Firm
agrees and acknowledges, and each Release will provide, that
Claimants shall have no recourse against Wyeth or the CFC as a
result of the Firm's allocation or distribution of the Total
Settlement Amount among the Claimants or otherwise with respect to
any portion of the Total Settlement Amount paid by Wyeth (through
the Escrow Agent) to the Firm pursuant to this Proposed Settlement
Process. Any fund, account, escrow or similar arrangement
("distribution mechanism") that may be created for the purpose of
distributing the settlement monies from the Firm to its Claimants or
Third-Party Payors (as defined below) shall be established and
funded by the Firm, acting as agents for the Claimants, and not by
Wyeth or the CFC. The Firm

- 20 -

and the Claimants (and not Wyeth or the CFC) shall be the
transferors of any funds transferred into any such distribution
mechanism. Neither Wyeth nor the CFC shall have any responsibility
for the establishment, investment or operation of any such
distribution mechanism, and, without limiting the generality of the
foregoing, any tax obligations relating to such mechanism or
earnings with respect to such mechanism shall be the sole
responsibility of the Firm and the Claimants.

D. The Firm will be responsible for providing to Wyeth an executed
dismissal with prejudice for any settling Claimant who has a pending
civil action that has not previously been dismissed with prejudice.
To the extent that court approval is required to extinguish claims,
the Firm will be responsible for seeking and obtaining such
approval.

VII. STAY OF DISCOVERY AND TRIALS.

Once a Firm has committed, by signing this letter, that it will recommend
that its Entire Claims Group participate in this settlement process, Wyeth and
the Firm shall within five (5) days execute the joint motion to stay all
discovery and trials in litigation involving all Claimants in the Entire Claims
Group (attached hereto as Exhibit 9).

VIII. MDL 1203 FEE AND COST ACCOUNT.

The Firm represents that it is aware of, has reviewed and is required to
comply with Pretrial Order Nos. 467, 517, 518, 892, and 2622 entered by the
Court in MDL Docket No. 1203 (the "MDL proceeding"). Wyeth is required to deduct
an amount equal to either 4% or 6% from

- 21 -

the settlement amounts paid in the settlement of certain actions specified
therein. If those circumstances apply to any of the claims in the Entire Claims
Group, the Firm agrees that Wyeth shall deduct the required amount from the
total settlement amount and shall tender the deducted amount to an escrow
account (the "MDL escrow account") pursuant to Pretrial Order No. 467. The Firm
will deliver to Wyeth a certification in the form attached as Exhibit 10 that,
with regard to each Claimant's claim, either (i) no such deduction is required
under the terms of Pretrial Order Nos. 467, 517, 518, 892, or 2622 with respect
to such Claimant or (ii) the proper amount of such deduction shall be accurately
stated in the "Tender of Payment to the MDL 1203 Fee and Cost Account" form
which the Firm will complete, execute and deliver to Wyeth for submission in the
MDL proceeding. It shall be the sole obligation of the Firm to determine whether
such deduction should be made and, if required, the appropriate amount. The Firm
shall be solely responsible for any errors in determining the amount of any such
deduction and agrees to indemnify and hold Wyeth harmless for any costs,
expenses or losses incurred by Wyeth as a result of such erroneous
determination, including payment of the difference between any amount deducted
and tendered by Wyeth to the MDL escrow account in accordance with the Firm's
erroneous determination and the actual amount required to be deducted and
tendered pursuant to Pretrial Order Nos. 467, 517, 518, 892, or 2622. Nothing
herein will relieve any party hereto of its obligations under these Pretrial
Orders.

IX. CONSORTIUM OR DERIVATIVE CLAIMS.

Consortium or Derivative Claim of any spouse, child or other individual
who has a personal relationship with a Claimant that would permit making a
Consortium or Derivative

- 22 -

Claim pursuant to the Nationwide Settlement Agreement or applicable state law
shall be governed by the election of the Claimant to participate in this
Proposed Settlement Process and shall be extinguished to the same extent as the
claims of the Claimant under this Proposed Settlement Process. The Firm shall
take all reasonable measures consistent with applicable state law to ensure the
extinguishment of such claims. Any spouse who has filed a Consortium Claim shall
execute and deliver to Wyeth a Release in the form provided by Wyeth. Wyeth, in
its discretion, may require a spouse who has not filed a Consortium Claim to
execute and deliver to Wyeth a Release in the form provided by Wyeth. Any person
who has joined as a plaintiff, in an action by a Claimant against Wyeth, on the
basis of a Derivative Claim shall execute and deliver to Wyeth a Release in the
form provided by Wyeth. The Release executed by the Claimant, any Consortium
Claimant and any Derivative Claimant shall include the following language: "It
is expressly understood and agreed by Claimants that the foregoing release is
intended to and does include a release of any wrongful death claim that may be
brought in connection with the facts, events and incidents that gave rise to
this Civil Action." Amounts paid to the Firm by Wyeth with respect to any Group
A, Group B or Group C Claimants who are Diet Drug Recipients shall also satisfy
any Consortium or Derivative Claims as to those Diet Drug Recipients.

X. THIRD-PARTY PAYOR CLAIMS.

- 23 -

Payor"), shall be satisfied out of the settlement amount paid by Wyeth to the
Firm (through the Escrow Agent) with respect to such Claimant. The Firm agrees
that it will pay any such lawful liens or claims out of such settlement amounts
before distributing any portion thereof to its Claimants, and the Firm and each
Claimant will indemnify Wyeth and the CFC for any claims against them by any
such Third-Party Payor.

Sincerely,

_____________________________
Jerry Alexander
Ellen A. Presby
Wayne Spivey

cc: Peter Zimroth, Esq.
Orran Brown, Esq.

- 24 -

I have reviewed the above and agree to recommend to my Entire Claims Group
the terms of the Proposed Settlement Process as set forth in this letter and ask
that the CFC communicate this to Wyeth immediately. I understand that upon Court
approval of the process described in Exhibit 2, Wyeth has agreed to deposit in
the Administrative Fee Account an amount equal to 2% of the gross value of each
claim in Groups A and B as described above. I understand that the members of the
CFC may, from time to time, apply to the Court for an award of fees and expenses
from the Administrative Fee Account. I affirm that I have no objection to this
process, and will support a motion to the Court to approve this process.

_______________________________
__________________________, Esq. on behalf of _____________________ Firm.

cc: Peter Zimroth, Esq.
Orran Brown, Esq.

- 25 -

Exhibits for Expedited Option Letter

1. List of Claimants in whose Claims the Firm has a Financial Interest

2. CFC Fee Agreement

3. Affidavit of Recommendation of Proposed Settlement Process

4. Affidavit Certifying Data

5. Affidavit of Ethical Compliance

6. Affidavit of Inability to Obtain Release

7. Affidavit of Diet Drug Use

8. Transmittal Letter from Wyeth to Firm

9. Joint Motion and Draft Order to Stay Discovery

10. Affidavit Certifying Compliance with MDL Fee and Cost Orders

Douglas Dworkin, Esquire
Vice President and Deputy General Counsel
Wyeth
5 Giralda Farms
Madison, NJ 07940-1027

Dear Mr. Dworkin:

We have discussed with Wyeth an approach to settling a large number of
downstream opt-out claims, as well as other Diet Drug claims. That approach
would encompass not only Claimants represented by our respective law firms, but
potentially a large number of Claimants being represented by other law firms
(each, a "Firm"). We have discussed with Wyeth the terms of such a potential
settlement process as set forth in the letters attached as Exhibits A and B (the
"Proposed Settlement Process"). We have also discussed the terms of the Proposed
Settlement Process with a large number of other Firms, who have reacted
favorably to it. If this process is successful, we believe it will be in the
interest of our Claimants, in the interest of the Claimants of many other Firms
and in the interest of Wyeth, by resolving thousands of Diet Drug claims without
the need for further litigation.

A Claims Facilitating Committee ("CFC") has been established to assist the
Firms and Wyeth in implementing the Proposed Settlement Process. The members of
the CFC are Jerry Alexander, Alexander & Associates, P.C., L.L.O.; Wayne Spivey,
Shrager, Spivey & Sachs and Ellen Presby, Baron & Budd, P.C.. As we have
discussed, in serving as CFC, we will be truly independent actors. THAT IS, WHEN
ACTING IN THIS CAPACITY, WE ARE NOT SERVING AS COUNSEL, ATTORNEYS OR AGENTS FOR
WYETH, FOR ANY FIRM OR FOR ANY CLAIMANT. As CFC,

Exhibit 2 to Expedited Letter

Douglas Dworkin, Esq.
January 17, 2005
Page 2

in addition to the negotiations leading to this Proposed Settlement Process, we
will perform the following functions:

- Using the form letters attached as Exhibits A and B, we will obtain
commitments from Firms representing Claimants that they will
recommend to all of the Claimants in their respective Entire Claims
Groups that they participate in the Proposed Settlement Process
under one of the two options contemplated by the attached letters.

- To the extent we obtain such commitments, we will deliver them to
Wyeth promptly. It will then be up to Wyeth to decide, in its
discretion, whether or not to enter into settlement agreements with
any of those Firms that are interested in settling with you.

- We will work with Wyeth and with the relevant Firms to ensure that
the processing of their claims and their supporting medical and
other documentation proceeds fairly, expeditiously and accurately.

Wyeth has agreed that, because it is in Wyeth's interest as well as in the
interest of Claimants for us to serve this function, Wyeth will, if the process
for payment of fees and expenses described in this letter agreement is approved
by the Court, establish and maintain with the Escrow Agent an escrow account
(the "Administrative Fee Account") to be

Douglas Dworkin, Esq.
January 17, 2005
Page 3

distributed by the U.S. District Court for the Eastern District of Pennsylvania
(the "Court") as payment of fees and expenses for negotiation and administrative
services that have been and will be provided with respect to this Proposed
Settlement Process.

It is understood that the negotiation and administrative services that we
are providing as the CFC are to facilitate a large-scale settlement of the Diet
Drug litigation. Accordingly, for those claims that are settled under the
Proposed Settlement Process (as described in the attached letters), Wyeth agrees
that it will deposit into the Administrative Fee Account an amount equal to 2%
of the gross value of settlement amounts paid by Wyeth (through the Escrow
Agent) in respect to all Group A and B claims that have been finally settled
pursuant to the Proposed Settlement Process (whether under the Grid Option or
Expedited Option), up to a maximum of $30,000,000 and subject to reduction as
set forth below. The members of the CFC may, from time to time, apply to the
Court for an award of fees and expenses from the Administrative Fee Account. To
the extent that the Court awards fees and expenses, the Escrow Agent shall pay
such fees out of the Administrative Fee Account. Wyeth agrees that any deposits
by Wyeth into the Administrative Fee Account and any amounts awarded by the
Court as fees and expenses will not in any way affect the terms or amount of any
recovery that any Firm would obtain for its Claimants. Unless this letter
agreement has been terminated in accordance with its terms or has not been
approved by the Court, Wyeth further agrees that Wyeth's obligation to deposit
amounts into the Administrative Fee Account will apply to claims that settle as
part of an initial large group of claims (the "First Tranche") and,

Douglas Dworkin, Esq.
January 17, 2005
Page 4

if there is an initial large group settlement, also to claims in a subsequent
group or groups that settle at a later date, in each case, in accordance with
the Proposed Settlement Process and on terms that are substantially the same as
those set forth in the attached letters. Wyeth will deposit amounts due to the
Administrative Fee Account no later than 10 days after the Escrow Agent shall
have made payment to each Firm, in accordance with the Proposed Settlement
Process. Wyeth's deposit obligation will arise each time a payment in respect to
a Group A or Group B claim is made by the Escrow Agent to a Firm. Our agreement
as to the timing of Wyeth's deposits into the Administrative Fee Account will
apply to claims settled as part of the First Tranche and any subsequent
Tranches, in each case, in accordance with the Proposed Settlement Process.

Within five business days after Wyeth has notified the CFC that it will go
forward with the Settlement Process with those Firms who have submitted letters
in the forms attached hereto as Exhibits A and B, Wyeth and the CFC will seek
approval by the Court of this letter agreement and the process described herein,
including the creation of the Administrative Fee Account and the mechanism for
award of fees and expenses from it. If Wyeth decides not to go forward with the
Settlement Process or the Court does not approve the process described herein,
this letter agreement will be null and void. If the Court approves the process
described herein, within three business days after Court approval, Wyeth will
deposit $100,000 into the Administrative Fee Account. This $100,000 deposit will
be credited against the total deposits that would otherwise become due and
payable by

Douglas Dworkin, Esq.
January 17, 2005
Page 5

Wyeth to the Administrative Fee Account under this letter agreement, which
credit shall be applied to reduce the amount of any such deposits on a
dollar-for-dollar basis until the credit has been extinguished. Immediately upon
Wyeth's deposit of the $100,000 into the Administrative Fee Account, application
may be made to the Court for reimbursement from such deposit of expenses
incurred by CFC members. If the Court does not approve the process described
herein, Wyeth will have no obligation to make any deposits into the
Administrative Fee Account and the CFC members shall have no obligation to
provide the services described herein.

As you are aware, the CFC has offered to assist Firms in negotiating with
Wyeth as to those claims which must be resolved by negotiation in the Proposed
Settlement Process (i.e., Group A, Subgroup 3 claims under the Grid Option and
Group C claims under each of the Grid Option and the Expedited Option). If a
Firm decides to utilize the CFC in these negotiations, the Firm will pay the CFC
a fee for its services pursuant to a separate agreement. Any such fees will be
credited toward the $30,000,000 cap on the amounts to be deposited by Wyeth into
the Administrative Fee Account under this letter agreement.

The CFC will provide Wyeth and the Escrow Agent a monthly accounting of
fees obtained by the CFC directly from participating Firms for services provided
by the CFC in negotiating the settlement of such Group A, Subgroup 3 and Group C
claims. The Escrow Agent will provide Wyeth, the CFC and the Court with a
monthly accounting of the amounts

Douglas Dworkin, Esq.
January 17, 2005
Page 6

deposited by Wyeth into the Administrative Fee Account, the amounts paid by the
Escrow Agent from the Administrative Fee Account, the amounts obtained by the
CFC directly from participating Firms and the balance in the Administrative Fee
Account. When the amounts deposited by Wyeth into the Administrative Fee Account
pursuant to this letter agreement, plus the fees and expenses paid to the CFC by
Firms in accordance with the immediately preceding paragraph, total $30,000,000
in the aggregate, then Wyeth will have no further obligation to make deposits
into the Administrative Fee Account pursuant to the terms of this letter
agreement, irrespective of whether Wyeth makes any subsequent payments to any
Firm in accordance with the Proposed Settlement Process. Once the $30,000,000
cap is reached, the CFC may continue to generate and collect fees from Firms in
accordance with the immediately preceding paragraph.

This Agreement will terminate at either Wyeth's or the CFC's election, and
with 60 days written notice, twenty-four (24) months from February 28, 2005,
except with respect to any settlement(s) in the process of being consummated as
of that date. Either Wyeth or the CFC shall have the right to terminate this
letter agreement, upon written notice to the other and to the Court, in the
event that settlements pursuant to the First Tranche are not consummated, or in
the process of being consummated, by December 31, 2005. Within fifteen days
after any such termination and after Court approval, the Escrow Agent will
return to Wyeth any amounts remaining in the Administrative Fee Account that
have not been awarded by the Court.

Douglas Dworkin, Esq.
January 17, 2005
Page 7

Capitalized terms used but not otherwise defined in this letter agreement
shall have the meanings ascribed to such terms in the form letters attached
hereto as Exhibits A and B.

Sincerely,

____________________________
Jerry Alexander

____________________________
Ellen Presby

____________________________
Wayne Spivey

AGREED:

___________________________________
Douglas Dworkin
Vice President and Deputy General Counsel
On Behalf of Wyeth

AFFIDAVIT OF RECOMMENDATION OF PROPOSED SETTLEMENT PROCESS

Comes now, [INSERT NAME], and hereby states as follows:

1. I am an attorney at law admitted to practice before all the courts of the
State of [INSERT NAME OF STATE], and a [PARTNER] at the law firm of
[INSERT NAME OF FIRM], attorneys for certain Diet Drug Claimants. I know
the following facts to be true based on my own knowledge, and would
competently testify to these facts at any hearing of this matter.

2. [INSERT NAME OF FIRM] has recommended participation in a Proposed
Settlement Process to all Diet Drug Claimants in whose claims this Firm
has a financial interest of any kind ("Entire Claims Group"). The identity
of the individuals in this Firm's Entire Claims Group is contained in
Exhibit 1 to the "Proposed Settlement Process" letter dated ___ from the
CFC to [THIS FIRM], and data for each of these Claimants has been entered
into the CDEM or SFCDEM.

3. I declare under penalty of perjury that the information provided in this
Affidavit is correct to the best of my knowledge, information and belief.

Further, Affiant sayeth not.

DATED: This ___________ day of _____________, 2005.

____________________________
NAME OF PLAINTIFFS' COUNSEL

Subscribed and sworn to me this ___________ day of ________________, 200_.

____________________________
Notary Public

My Commission Expires:

__________________________

Exhibit 3 - Affidavit of Recommendation Settlement Process

AFFIDAVIT CERTIFYING DATA

Comes now, [INSERT NAME], and hereby states as follows:

2. The data submitted to Wyeth and the CFC via data entry into the Claims
Data Entry Module ("CDEM") or Short Form Claims Data Entry Module
("SFCDEM") and all Required Documentation submitted by [FIRM] to Wyeth and
the CFC on behalf of [INSERT NAME OF FIRM's] Claimants and in accordance
with this Proposed Settlement Process are accurate and complete to the
best of my knowledge.

3. If [INSERT NAME OF FIRM] learns at any time that any data entered into the
CDEM or SFCDEM or any Required Documentation is inaccurate or incomplete,
[INSERT NAME OF FIRM] will notify the CFC and Wyeth and will provide
relevant updated data and/or Required Documentation.

4. I declare under penalty of perjury that the information provided in this
Affidavit is correct to the best of my knowledge, information and belief.

Further, Affiant sayeth not.

DATED: This ___________ day of _____________, 2005.

____________________________
NAME OF PLAINTIFFS' COUNSEL

Subscribed and sworn to me this ___________ day of ________________, 200_.

____________________________
Notary Public

My Commission Expires:

__________________________

Exhibit 4 - Affidavit Certifying Data

AFFIDAVIT OF ETHICAL COMPLIANCE

Comes now, [INSERT NAME], and hereby states as follows:

2. In dividing and distributing the settlement amount among this law firm's
settling Diet Drug Claimants, [INSERT NAME OF FIRM] has complied and will
comply with any and all potentially applicable rules of legal ethics,
including, but not limited to, the applicable state counterparts of Rule
1.8 of the ABA Model Rules of Professional Conduct.

3. In this regard, [INSERT NAME OF FIRM] has made full and accurate
disclosures to its Claimants, and has made payments consistent with these
disclosures and with any representations made to such Claimants to secure
their participation in this settlement process and to obtain executed
Releases from them.

4. I declare under penalty of perjury that the information provided in this
Affidavit is correct to the best of my knowledge, information and belief.

Further, Affiant sayeth not.

DATED: This ___________ day of _____________, 2005.

____________________________
NAME OF PLAINTIFFS' COUNSEL

Subscribed and sworn to me this ___________ day of ________________, 200_.

____________________________
Notary Public

My Commission Expires:

__________________________

Exhibit 5 - Affidavit of Ethical Compliance

AFFIDAVIT OF INABILITY TO OBTAIN RELEASE

Comes now, [INSERT NAME], and hereby states as follows:

1. That I am an attorney at law admitted to practice before all the courts of
the State of [INSERT NAME OF STATE], and a [PARTNER] at the law firm of
[INSERT NAME OF FIRM], attorneys for certain Diet Drug Claimants. I know
the following facts to be true based on my own knowledge, and would
competently testify to these facts at any hearing of this matter.

2. That in the case of [INSERT NAME OF CLAIMANT] in [INSERT NAME OF CASE,
DOCKET NUMBER] pending before [INSERT NAME OF JUDGE] in [INSERT
JURISDICTION] a Release cannot be obtained without obtaining [Probate,
Bankruptcy, Other] court approval. [DESCRIBE CIRCUMSTANCES and, if
possible, TIMING]

3. That [INSERT NAME OF FIRM] has provided all non-privileged documentation
evidencing this need for court approval in its possession to Wyeth.

4. That [INSERT NAME OF FIRM] will continue to use its best efforts to obtain
Releases from, or on behalf of, [INSERT NAME OF CLAIMANT].

5. That I declare under penalty of perjury that the information provided in
this Affidavit is correct to the best of my knowledge, information and
belief.

Further, Affiant sayeth not.

DATED: This ___________ day of _____________, 2005.

____________________________
NAME OF PLAINTIFFS' COUNSEL

Subscribed and sworn to me this ___________ day of ________________, 200_.

____________________________
Notary Public

My Commission Expires:

__________________________

Exhibit 6 - Affidavit of Inability to Obtain Release

AFFIDAVIT OF DIET DRUG USE

IN RE: DIET DRUG RECIPIENT: _____________________
DATE OF BIRTH: ___________
SOCIAL SECURITY NUMBER: ______________

AFFIDAVIT OF [INSERT NAME]

Comes now, [INSERT NAME], and hereby states as follows:

1. That I was prescribed Pondimin (fenfluramine) and/or Redux
(dexfenfluramine) [Identify Which Drug] by [INSERT PHYSICIAN NAME] at
[INSERT PHYSICIAN ADDRESS] on or about [DATE].

2. That I ingested Pondimin and/or Redux [Identify Which Drug] for
approximately [INSERT DURATION] and did so in [INSERT YEAR(S) INGESTED].

3. That I filled my prescription(s) for Pondimin and/or Redux [Which one?] at
[PHARMACY].

4. That I have attempted to obtain pharmacy/physician/clinic records
documenting my use of Pondimin and/or Redux [NEED TO IDENTIFY WHICH] by
taking the following steps: [DESCRIBE].

5. That I am unable to acquire my prescription records. I provided the
prescription information to my law firm and authorized a search to be made
on my behalf for the prescription records. I and/or someone on my behalf
made a reasonable effort to obtain the records and notwithstanding that
effort I do not have such records.

6. That I declare under penalty of perjury that the information provided in
this Affidavit is correct to the best of my knowledge, information and
belief.

Further, Affiant sayeth not.

DATED: This _______ day of _________________, 2005.

____________________________
NAME OF DIET DRUG RECIPIENT

Subscribed and sworn to me this _________ day of _____________, 200_.

____________________________
Notary Public

My Commission Expires:

__________________________

Exhibit 7 - Affidavit of Diet Drug Use

DRAFT TRANSMITTAL LETTER FROM WYETH TO LAW FIRM

Dear Law Firm:

We have been advised by the Claims Facilitating Committee ("CFC") that
your firm will recommend that all Diet Drug Claimants in whose claims your firm
has a financial interest of any kind ("Entire Claims Group") participate in a
Proposed Settlement Process with Wyeth in accordance with the terms set forth in
the CFC's letter to your firm of (insert date), a copy of which is attached.
This is to notify you that Wyeth is prepared to begin the Proposed Settlement
Process with your firm on behalf of your Entire Claims Group.

Sincerely,

Orran L. Brown

Exhibit 8 - Draft Transmittal Letter from Wyeth

IN THE UNITED STATES DISTRICT COURT
FOR THE EASTERN DISTRICT OF PENNSYLVANIA

_____________________________________________
)
IN RE DIET DRUGS )
(Phentermine/Fenfluramine/Dexfenfluramine) ) MDL NO. 1203
PRODUCTS LIABILITY LITIGATION )
_____________________________________________ )
)
THIS DOCUMENT PERTAINS TO ALL )
ACTIONS LISTED ON EXHIBIT A )
_____________________________________________

MODEL JOINT MOTION TO STAY PROCEEDINGS TO
PERMIT SETTLEMENT NEGOTIATIONS

In support of this motion, the Movants aver as follows:

1. Wyeth and counsel for certain Diet Drug Claimants have engaged in
discussions that have resulted in a Proposed Settlement Process that
could resolve thousands of lawsuits.

Exhibit 9 - Model Joint Motion to Stay

Respectfully submitted,

[NOTE: THIS MOTION WILL NEED TO BE ADAPTED TO MEET THE REQUIREMENTS OF EACH
STATE.]

- 2 -

IN THE UNITED STATES DISTRICT COURT
FOR THE EASTERN DISTRICT OF PENNSYLVANIA

- --------------------------------------------)
IN RE DIET DRUGS )
(Phentermine/Fenfluramine/Dexfenfluramine ) MDL NO. 1203
PRODUCTS LIABILITY LITIGATION )
- --------------------------------------------)
)
THIS DOCUMENT PERTAINS TO ALL )
ACTIONS LISTED ON EXHIBIT A )
- --------------------------------------------)

PRETRIAL ORDER NO._____________

AND NOW this _____ day of ___________, 2005, upon consideration of the
Joint Motion to Stay Proceedings to Permit Settlement Negotiations filed by
Defendant Wyeth and the law firm of __________, Plaintiffs' Counsel, it is
hereby ORDERED that said motion is GRANTED. It is further ORDERED that
[effective as of the date this Order is entered by the Court], all proceedings
as to all plaintiffs identified in the attached Exhibit A to the motion this
Order approves are thereafter STAYED. The Stay will continue until such time as
all claims are resolved and dismissed with prejudice; or, until either party
provides notice to the Court, with copy to the opposing party, that the Proposed
Settlement Process was unsuccessful and the Stay should be lifted. If notice is
provided by either party that the Proposed Settlement Process was unsuccessful,
then the movants thereto agree that all Stays incident to this Order shall be
lifted and all stayed proceedings shall commence thirty (30) days from the date
of said notice with appropriate adjustments to any scheduling order previously
entered in the case.

----------------------------------
Harvey Bartle III, J.

AFFIDAVIT CERTIFYING COMPLIANCE WITH MDL FEE AND COST ORDERS

Comes now, [INSERT NAME], and hereby states as follows:

2. [INSERT NAME OF FIRM] is aware of, has reviewed and is required to comply
with Pretrial Order Nos. 467, 517, 518, 892 and 2622 entered by the United
States District Court for the Eastern District of Pennsylvania in MDL
Docket No. 1203.

3. [INSERT NAME OF FIRM] has determined with regard to [INSERT NAME OF
CLAIMANT] that [INCLUDE ONE OF THE FOLLOWING: no deduction is required
under the terms of Pretrial Orders Nos. 467, 517, 518, 892, or 2622 OR the
proper amount of deduction required under the terms of Pretrial Orders
Nos. 467, 517, 518, 892, or 2622 is accurately stated in the "Tender of
Payment to the MDL 1203 Fee and Cost Account" form.] [NOTE THAT THIS
PARAGRAPH NEEDS TO BE DONE FOR EACH CLAIMANT IN THE ENTIRE CLAIMS GROUP]

4. I declare under penalty of perjury that the information provided in this
Affidavit is correct to the best of my knowledge, information and belief.

Further, Affiant sayeth not.

DATED: This ___________ day of _____________, 2005.

____________________________
NAME OF PLAINTIFFS' COUNSEL

Subscribed and sworn to me this ___________ day of ________________, 200_.

____________________________
Notary Public

My Commission Expires:

__________________________

Exhibit 10 - Affidavit Certifying Compliance with MDL

"Grid Option" Letter

_________, 2005

______________, Esq.

[Address]

Re: Proposed Settlement Process

Dear:

As we have discussed, this letter confirms that your law firm, the
____________________ law firm (the "Firm"), would be interested in entering into
a settlement process (the "Proposed Settlement Process") with Wyeth as described
below.

Exhibit B to the Memorandum

for Wyeth, for you, or for your clients in any future discussions with you or
Wyeth regarding any possible settlement of your clients' diet drug claims.

As we discussed, there are, in broad terms, two different settlement
processes that you could choose to recommend to your clients: the option
summarized below and an alternative "Expedited Option," which we described to
you. We discussed with you the possible advantages and disadvantages of each
option given the nature of your clients' claims and their supporting
documentation as you described those to us. You have informed us that you
believe that the "Grid Option" described below is the better option for your
clients.

- 2 -

("CFC")(1) and provide Wyeth and the CFC with a certification of the
completeness and accuracy of that documentation and data. You further understand
that, if a settlement agreement is entered into with Wyeth in accordance with
the Proposed Settlement Process, Wyeth will pay the Firm a total dollar amount
for its Entire Claims Group. Wyeth will calculate that total dollar amount
taking into account the considerations described below. You have stated that you
will comply with all applicable laws and rules of legal ethics in making full,
appropriate and accurate disclosures to Claimants concerning the terms of any
eventual settlement offer from Wyeth, and you understand that neither Wyeth nor
the CFC has any responsibility in this regard. You will agree to make
appropriate disclosures to Claimants concerning the terms of the settlement with
Wyeth, the manner of distribution of the funds and any other information
required to be disclosed to individual Claimants, and such disclosures will be
included in the Releases required to be furnished pursuant to this agreement.

- ----------
(1) The members of the CFC are Jerry Alexander, Alexander & Associates, P.C.,
L.L.O., Wayne Spivey, Shrager, Spivey & Sachs and Ellen Presby, Baron & Budd,
P.C.

- 3 -

Account"), an amount equal to 2% of the gross value of all settled claims in
Groups A and B (as those groups are defined below), up to a maximum of
$30,000,000 in the aggregate. The CFC may apply to the Court for awards of fees
and expenses to be paid from this escrow account for its negotiation and
administrative services. Any such award made by the Court will not in any way
affect the terms or amount of any recovery that you would obtain for your
Claimants under a future settlement agreement with Wyeth pursuant to this
Proposed Settlement Process. A copy of our letter to Wyeth reflecting the terms
of that agreement is attached hereto as Exhibit 2.

II. CATEGORIZATION OF CLAIMS. Each Claimant in the Entire Claims Group will be
categorized by Wyeth into one of the following groups:

A. Group A: Claimants (other than Claimants described in Section
II.C(iv)) who:

(i) were eligible to file Intermediate Opt-Out or Back-End Opt-Out
("IOO/BEOO") forms pursuant to Sections IV.D.3 and IV.D.4 of
the Nationwide Settlement Agreement; and

(ii) have timely filed procedurally-valid IOO/BEOO forms; and

(iii) have timely filed lawsuits (as provided in Sections IV.D.3 and
IV.D.4 of the Nationwide Settlement Agreement), which lawsuits
have not yet

- 4 -

been dismissed with prejudice or had a judgment entered on the
merits; and

(iv) have a timely echocardiogram indicating at least an FDA
Positive condition (as provided in Sections IV.D.3, IV.D.4 and
Section I.22.b of the Nationwide Settlement Agreement)
(hereinafter referred to as "FDA Positive Diagnosis").

B. Group B: Claimants who have filed IOO/BEOO forms but:

(i) have not timely filed lawsuits; or

(ii) do not have an FDA Positive Diagnosis; or

(iii) whose IOO/BEOO filings have material procedural and/or
substantive deficiencies.

C. Group C: Claimants:

(i) who have PPH as defined in Section I.46 of the Nationwide
Settlement Agreement; or

(ii) who have bacterial endocarditis; or

(iii) who are Initial Opt-Outs; or

(iv) who would qualify for Group A and in addition have had actual
valve surgery or have claims involving death secondary to
valvular heart disease; or

- 5 -

(v) whose claims are the subject of a judgment on the merits or a
determination of ineligibility to exercise an IOO or BEOO, for
which timely appeals have been filed and are currently
pending; or

(vi) who do not qualify for either Group A or B.

D. Group A Subgroups: Group A consists of the following three
Subgroups. (Medical terms are as defined in the Nationwide
Settlement Agreement):

- Mild AR with < or = Moderate MR
SUBGROUP 1
- Moderate MR with < or = Mild AR

- Moderate AR

- Severe MR

- Moderate MR with < or = Mild AR and one or more of these complicating factors:

(a) PASP > 40mm Hg by cath or > 45 mm Hg by echo
SUBGROUP 2
(b) LVEDs > or = 45 mm

(d) LA > or = 4.5 cm (parasternal long axis view)

- Severe AR (with or without complications)

- Moderate AR with one or both of these complicating factors:

(a) LVEDs > 50 mm or LVEDs > 70mm
SUBGROUP 3
(b) EF < or = 50%

- Severe MR with one or more of these complicating factors:

- 6 -

(a) PASP > 40mm Hg by cath or > 45 mm Hg by echo

(b) LVEDs > or = 45 mm

(d) LA > or = 4.5 cm (parasternal long axis view)

III. TERMS OF PAYMENT.

B. If a settlement agreement is entered into between Wyeth and the Firm
on behalf of its clients in accordance with the Proposed Settlement
Process and the other conditions to payment set forth herein have
been satisfied or waived by Wyeth, Wyeth will calculate a total
dollar amount to be paid to the Firm for its Entire Claims Group as
follows:

1. Group A. The Grid attached as Exhibit 11 will be used by Wyeth
to calculate the total amount it will pay for all Group A
Claimants ("Group A Settlement Amount"), subject to the terms
set forth below:

(a) Amounts calculated by Wyeth for settling Claimants
qualifying on Subgroups 1 and 2 are determined by
Medical Condition,

- 7 -

Age at Diagnosis (<50; 50-64; 65+), and Duration of Use
(<90 days; > or = 90 days). Wyeth's calculations for
such Claimants will be based upon a review of the report
of the original reading of the echocardiogram (and,
where applicable, the cardiac catheterization) upon
which the Claimant relies, prepared at or near the time
the echocardiogram or cardiac catheterization was
conducted ("original read"), without audit of
echocardiogram tapes. If the original read of the
echocardiogram is not clear as to the Subgroup on which
the Claimant may qualify, the report will be read as
indicating the lower level of regurgitation (e.g., a
"mild to moderate" will be read to be "mild"). However,
in that situation, the Claimant may elect, at the
Claimant's expense, a neutral review of the echo tape or
disk by a cardiologist agreeable to both parties. If a
neutral review is chosen, the results of said review
will be binding even if the results of said review are
such that the Claimant no longer qualifies in the
Subgroup based on a lower level of regurgitation.

(b) OPTIONAL [At the time it submits its CDEM (defined
below), the Firm may offer its Claimants whose
Supporting

- 8 -

Documentation would place them in Subgroup 3 the
opportunity to elect Subgroup 1 payment ("Subgroup 1
Election"). For any Claimants making a Subgroup 1
Election, Wyeth will use the amounts shown on Subgroup 1
on the Grid attached as Exhibit 11 in calculating the
Group A Settlement Amount.

(c) Except for those Claimants making a Subgroup 1 Election
at the time the CDEM is submitted by the Firm,] [T]he
total amount to be paid by Wyeth for the Firm's settling
Subgroup 3 claims will be subject to negotiation with
Wyeth but will be no more than the amount derived from
Subgroup 3 on the Grid attached as Exhibit 11.

(d) A Group A Claimant whose Supporting Documentation
indicates that he/she has an FDA Positive Diagnosis will
receive the following surgery guarantee: if the Claimant
has actual heart surgery performed via a thoracatomy
procedure on or before March 31, 2010 to repair or
replace the mitral and/or aortic valve that had an FDA
Positive Diagnosis, he/she will receive an additional
payment of $100,000 from Wyeth. Such payment shall be
made no later than 30 days after such Claimant notifies
Wyeth that the valve surgery has occurred on

- 9 -

the relevant valve and Wyeth is provided with an
operative report evidencing the valve surgery. Such
notice and records shall be sent to Wyeth in care of the
BrownGreer law firm.

(e) The dollar amounts on the Grid are based upon
assumptions derived from data from a large sample of
claims. Each participating Firm warrants that it will
provide, along with an executed copy of this letter,
Preliminary Data illustrating how its Claimants are
distributed among the Grid. Wyeth's willingness to pay
the Grid amounts is based on the assumption that the
claims of Claimants who elect to participate in this
process will be distributed among the Medical Condition,
Age, and Duration of Use categories substantially in
accord with the distribution of the Preliminary Data
provided by the Firm.

2. Group B. Wyeth will pay to the Firm an additional sum equal to
$2,000 times the number of all Group B Claimants who have
provided appropriate Releases.

3. Group C. Wyeth will pay to the Firm an amount equal to the sum
of the negotiated settlement amounts agreed to between Wyeth
and the Firm with respect to all Group C Claimants who have
provided appropriate Releases.

- 10 -

C. As we discussed, at your request the CFC is available to assist you
with the negotiation of your Group A, Subgroup 3 and Group C claims
for a fee to be paid by you pursuant to a separate agreement, if
certain conditions are met including, but not necessarily limited
to, your agreement that your Claimant disclosure documents for this
settlement will be subject to CFC approval. Any fees paid to the CFC
for such Group A, Subgroup 3 and Group C negotiations will be
credited toward the $30,000,000 cap on the amounts to be deposited
by Wyeth into the Administrative Fee Account, as set forth in the
letter attached hereto as Exhibit 2.

D. If a settlement agreement is entered into between Wyeth and the Firm
on behalf of its clients in accordance with the Proposed Settlement
Process and the other conditions to payment set forth herein have
been satisfied or waived by Wyeth, the Firm will receive a total
settlement amount (the "Total Settlement Amount") from Wyeth for the
settlement of its Entire Claims Group (except as otherwise expressly
provided herein). The Firm will have sole responsibility for
determining and distributing the portion of the Total Settlement
Amount to be received by each of its Claimants and will distribute
such portion to each such Claimant. The Firm shall be solely
responsible for any errors in determining and distributing the
portion of the Total Settlement Amount to be received by each of its
Claimants. The Firm will provide the CFC and the Escrow Agent (as
defined below) a copy of the Anticipated

- 11 -

Distribution List reflecting the quantum to be received by each
Claimant in the Entire Claims Group as set forth in Section V.

E. No settlement with the Firm will be final, and Wyeth shall have no
obligation to make any payments pursuant to this Proposed Settlement
Process until:

(i) the receipt and evaluation by Wyeth of the Required
Documentation submitted by the Firm for its Entire Claims
Group;

(ii) the completion of negotiations and agreement between the Firm
and Wyeth with respect to all of the Firm's Group C and Group
A, Subgroup 3 Claimants;

(iii) the execution and delivery of a final settlement agreement
between Wyeth and the Firm on behalf of its clients; and

(iv) the receipt by Wyeth from the Firm of duly executed Releases
for all Claimants in the Entire Claims Group (subject to the
exceptions set forth in Section III.G of this letter),
certifications from the Firm in the forms attached hereto as
Exhibits 3-6 and 10, any applicable executed "Tender of
Payment to the MDL 1203 Fee and Cost Account" forms, and all
bank account and wire transfer information necessary for the
Escrow Agent (as defined below) to effectuate payment to the
Firm.

F. Following the satisfaction of the conditions set forth in Section
III.E of this letter, including receipt by Wyeth of the Required
Releases from the Claimants and certifications from the Firm, in
each case duly executed by the

- 12 -

appropriate person(s), Wyeth will deposit with an escrow agent (the
"Escrow Agent") an amount equal to the portion of the Total
Settlement Amount to be paid by Wyeth to the Firm in respect of all
Claimants who have duly executed and delivered Releases (to be
calculated as described in paragraphs G (iii) and (v) below). Such
deposit shall be made pursuant to an escrow agreement (the "Escrow
Agreement") to be entered into among Wyeth, the Firm and the Escrow
Agent, upon mutually acceptable terms and conditions.

G. The portion of the Total Settlement Amount corresponding to each
Claimant which has been deposited with the Escrow Agent pursuant to
the preceding paragraph shall be released upon Wyeth's receipt from
the Firm of an executed dismissal with prejudice with respect to
each such Claimant. Upon Wyeth's receipt of an executed dismissal
with prejudice with respect to a Claimant or upon Wyeth's
confirmation that the Claimant does not have a pending lawsuit, the
Escrow Agent shall be instructed to release to the Firm the
settlement amount corresponding to such Claimant. The Firm agrees to
provide Wyeth with duly executed Releases for all of the Claimants
in its Entire Claims Group. If, however, Releases cannot be obtained
by the Firm from all of its Claimants, the following provisions
shall apply:

(i) In the event that the Firm is unable to provide Releases for
(a) all of its Claimants in Group C and Group A, Subgroup 3
and (b) at least 95% of its Claimants in Group A, Subgroups 1
and 2 and (c) at least 95% of

- 13 -

its Claimants in Group B with currently pending lawsuits
(collectively, "Required Releases"), Wyeth will not be
obligated to consummate a settlement with the Firm or any of
those Claimants who have duly executed and delivered Releases.
In the event that the Firm provides the Required Releases,
Wyeth will deposit with the Escrow Agent an amount equal to
the portion of the Total Settlement Amount to be paid by Wyeth
to the Firm in respect of Claimants who have duly executed and
delivered Releases (to be calculated as described in
paragraphs (iii) and (v) below).

(ii) After Wyeth and the Firm, on behalf of its clients, have
signed a settlement agreement setting forth the specific terms
of the settlement reached for that Firm's Entire Claims Group,
the Firm shall promptly notify Wyeth if any Group C or Group
A, Subgroup 3 Claimants are unable or refuse to accept the
Firm's recommendation to settle and to provide a Release, and
shall provide the identity of such Claimant(s). Within ten
(10) days of such notification, Wyeth shall notify the Firm
whether it is willing to continue to attempt to consummate a
settlement with that Firm in accordance with the other terms
of this letter for those Claimants who provide Releases.

(iii) If any Group C or Group A, Subgroup 3 Claimant does not
provide a Release and Wyeth nonetheless agrees to consummate a
settlement

- 14 -

with the Firm, the amount to be deducted from the Total
Settlement Amount with respect to such Group C and/or Group A,
Subgroup 3 Claimant(s) will be negotiated in good faith
between Wyeth and the Firm.

(iv) If the Firm notifies Wyeth that it is unable to obtain
Releases for (a) at least 95% of its Claimants in Group A,
Subgroups 1 and 2, and (b) at least 95% of its Claimants in
Group B with currently pending lawsuits, Wyeth may,
nonetheless, at its sole discretion, decide to consummate a
settlement with the Firm. In that instance, the Firm shall
provide Wyeth with a notification of the identity of any
Claimant(s) who are unable or unwilling to provide Releases.
Within 10 days of the Firm's notification to Wyeth that it is
unable to obtain the Required Releases for its Group A,
Subgroups 1 and 2 Claimants and Group B Claimants, Wyeth shall
notify the Firm whether it is willing to consummate a
settlement with that Firm in accordance with the other terms
of this letter. Notwithstanding the foregoing, if such
Releases cannot be provided without the approval of a probate,
bankruptcy or other court, the parties will work together in
good faith to obtain such Releases, and Wyeth will not
unreasonably withhold or delay payment to those Claimants who
have provided Releases.

- 15 -

(v) For each Group A, Subgroups 1 or 2 Claimant or Group B
Claimant who does not provide a Release where a settlement
with the Firm is consummated, the Total Settlement amount to
be paid in this instance will be reduced by the greater of:
(a) the amount on the Anticipated Distribution List for that
Claimant; or (b) the amount on the Grid attached hereto as
Exhibit 11 with respect to that Claimant.

- 16 -

any financial interest in or other consideration, direct or
indirect, for such claims, unless Wyeth acquiesces in the
Firm's continuing to represent those Claimants. Where
necessary, the Firm will file motions to withdraw from
continuing to represent such Claimants. The Firm will provide
Wyeth with a copy of each such motion to withdraw from the
representation of Claimants promptly after it has been filed
with the appropriate court, and/or will provide any other
nonprivileged documents evidencing disengagement from
representation of any Claimants. Said motions and/or other
documents will affirmatively state that the Firm has waived
any fee interest in and any other consideration, direct or
indirect, for each Claimant in respect to which it has
withdrawn. Such motions must be filed and/or other
nonprivileged documents must be provided to Wyeth prior to
Wyeth's delivery of payment to the Escrow Agent of the
settlement amount for those Claimants represented by the Firm
for whom Wyeth has received Releases.

- 17 -

Releases for such Claimants by Wyeth, Wyeth will deposit
within 10 days with the Escrow Agent an amount equal to the
portion of the Total Settlement Amount to be paid by Wyeth to
the Firm in respect to those Claimants. If at any time the
Firm notifies Wyeth that, despite its best efforts, Releases
for any of the Claimants described in this paragraph cannot be
obtained, to the extent permitted by the equivalent to ABA
Model Rule of Professional Conduct 5.6 in the relevant
jurisdiction(s), the Firm shall take all necessary steps to
disengage and withdraw from representation of such Claimants,
whether those Claimants have filed lawsuits or not, and shall
disavow any financial interest in or other consideration,
direct or indirect, for such claims, unless Wyeth acquiesces
in the Firm's continuing to represent those Claimants. Where
necessary, the Firm will file motions to withdraw from
continuing to represent such Claimants. The Firm will provide
Wyeth with a copy of each such motion to withdraw from the
representation of Claimants promptly after it has been filed
with the appropriate court, and/or will provide any other
nonprivileged documents evidencing disengagement from
representation of any Claimants. Said motions and/or other
documents will affirmatively state that the Firm has waived
any fee interest in and any other

- 18 -

consideration, direct or indirect, for each Claimant in
respect to which it has withdrawn.

IV. REQUIRED DOCUMENTATION. The following will constitute "Required
Documentation":

A. All Group A, B and C Claimants must provide Wyeth with the following
documentation ("Supporting Documentation"):

1. Proof of Diet Drug use, either:

(a) As required by Section VI.C.2.d of the Nationwide
Settlement Agreement; or

(b) A notarized affidavit in substantially the form attached
hereto as Exhibit 7 signed under penalty of perjury by
the Claimant and verifying use of Pondimin and/or Redux.
(Any Group A Claimant who submits an affidavit as Proof
of Use shall be deemed to have used Diet Drugs for
< 90 days.)

2. A report of the original read of the echocardiogram and, where
applicable, cardiac catheterization upon which the Claimant
relies to establish his/her claim, prepared at or near the
time the echocardiogram or cardiac catheterization was
conducted;

3. Any opt-out forms submitted by the Claimant to the Trust
and/or Wyeth, including, but not limited to, all Orange 1, 2
or 3 forms; and

- 19 -

4. A copy of all complaints filed by the Claimant that relate to
the use of Diet Drugs (if requested by Wyeth).

B. All Group A Claimants seeking Subgroup 3 payments and Group C
Claimants must provide Wyeth with the following additional
documentation ("Additional Documentation"):

1. All tapes or disks of any echocardiograms performed on the
Claimant;

2. All reports in respect thereof;

3. All records relating to cardiac catheterizations;

4. As to surgery and death cases, the following relevant medical
records:

(a) in surgery and death cases, pre-operative, operative,
post-operative, and pathology records, if any; and

(b) in death cases, the death certificate and autopsy
report, if any, and hospitalization records at the time
of death; and,

5. As to PPH cases, materials that are specified in Paragraph 2
of Pretrial Order No. 2383.

C. Wyeth has the right to request and the Firm agrees to provide
Additional Relevant Documentation for any Group C or Group A,
Subgroup 3 claim. "Additional Relevant Documentation" shall mean
those documents that Wyeth reasonably believes it needs to evaluate
the claim.

D. The Firm must fully and accurately complete the Claims Data Entry
Module ("CDEM") on behalf of their respective Claimants. The CDEM,
along with

- 20 -

the Supporting Documentation and any Additional Documentation, will
be utilized to categorize Eligible Claimants for purposes of Benefit
Determinations. The CDEM requires input of Claimant information
which includes, but is not limited to, demographic information, and
specific echocardiographic findings as to degree of regurgitation of
the aortic and mitral valves heart chamber measurements,
left-ventricular ejection fraction and pulmonary arterial pressures,
all as more fully set forth in the CDEM. For Group C and Group A,
Subgroup 3 Claimants, it will also require identification of any
instance in which the required approval of a probate, bankruptcy or
other court may affect the timely execution of a Release.

E. The Firm will be required to certify to Wyeth, under penalty of
perjury, that all documentation and data provided are to the best of
its knowledge complete and accurate.

V. TIMING.

- 21 -

how this process will work in practice means that flexibility in achieving the
timing goals set forth below may be necessary.

RECOMMENDED TIMING GOALS
STEP EVENT AND TRIGGERING EVENTS
- ---- ----- ---------------------

1. Wyeth and CFC will file in the MDL a Joint Motion to Approve a
Procedure for Plaintiffs to Stay Proceedings in Diet Drug Cases
Pending the Implementation of Settlement Process.

2. Firm sends this signed letter to the CFC along with Preliminary Data
identifying how its Claimants are distributed among the Grid. The
CFC will promptly transmit said letter and the Preliminary Data to
counsel for Wyeth. Alternatively, the Firm may enter data into the
CDEM for its Entire Claims Group.

3. Firm and Wyeth will execute and file joint motions, in the attached
form, to stay all discovery and trials in all litigation involving
all Claimants in the Firm's Entire Claims Group. This step requires
that the Firm provide Wyeth with sufficient information to identify
all Claimants and the courts in which lawsuits are pending. Within 5 days of Step 2.

4. CFC will submit to Wyeth executed copies of letters from all
participating firms. On or before February 15, 2005.

5. Wyeth will review Step 2 submissions assessing level of
participation and nature of claims and will notify CFC whether it
will begin settlement process. Wyeth will notify Firms, in the form
letter (attached hereto as Exhibit 8), that it is willing to begin
the settlement process, and will provide a sample Form Release,
which Wyeth shall use to prepare individual Releases. Within 5 days of Step 4.

- 22 -

RECOMMENDED TIMING GOALS
STEP EVENT AND TRIGGERING EVENTS
- ---- ----- ---------------------

6. Firm will complete data entry into the CDEM for its Entire Claims
Group. Firm will certify the accuracy of the data. A copy of the
CDEM also shall be forwarded to the CFC. Firm will send Wyeth the
Supporting Documentation on Group A, Group B and Group C claims.
Firm will certify the accuracy of the documentation. Within 45 days of Step 4.

7. Wyeth will contact Firm to arrange a date certain to commence the
negotiation of the Group A, Subgroup 3 and Group C Claims. Firm
understands that commencement of negotiation on that date is
contingent on its timely submission of Supporting Documentation and
Additional Documentation. Within 5 days of Step 6.

8. Wyeth shall request any Additional Relevant Documentation in support
of Group A, Subgroup 3 and Group C claims. Within 20 days of Step 6.

9. Firm shall deliver Additional Documentation to Wyeth for Group A,
Subgroup 3 and Group C claims. Within 20 days of Step 8.

10. Wyeth will report to the Firm if Wyeth disagrees with the accuracy
of the Plaintiffs' CDEM and will describe the disagreement with
particularity for each such Claimant represented by the Firm and
provide a statement as to whether Wyeth places each Claimant in
Group A, Group B, or Group C, and for Group A Claimants, which Within 30 days of Step 6, unless
Subgroup each Claimant is in. Wyeth will send individual Releases Wyeth has requested Additional
for each Claimant in the Entire Claims Group for whom there is no Documentation, then within 20 days
disagreement. of Step 9.

11. Wyeth and the Firm will seek to reconcile the disagreements, if any,
identified by Wyeth in Step 10. Wyeth will send individual Releases
on an ongoing basis within 5 days after any disagreements are
resolved. Within 15 days of Step 10.

12. Completion of Group A, Subgroup 3 and Group C claim negotiations
between Wyeth and the Firm. Within 15 days of Step 11.

- 23 -

RECOMMENDED TIMING GOALS
STEP EVENT AND TRIGGERING EVENTS
- ---- ----- ---------------------

13. Firm certifies to Wyeth in substantially the form attached as
Exhibit 3 that it has recommended to all Claimants in its Entire
Claims Group that they participate in the Proposed Settlement
Process. Within 15 days of Step 12.

14. Firm and Wyeth will sign a settlement agreement setting forth the
specific terms of the settlement reached on behalf of its clients. Within 10 days of Step 13.

15. Firm will provide CFC and the Escrow Agent with the Anticipated
Distribution List reflecting the amount to be received by each
Claimant. Within 10 days of Step 13.

16. Firm will send Wyeth (i) all Required Releases pursuant to Section
III of this letter; (ii) any applicable executed "Tender of Payment
to the MDL 1203 Fee and Cost Account" forms; (iii) all check/wire
information necessary for the Escrow Agent to effectuate payment to
Firm pursuant to Section III.F of this letter; (iv) all required
certifications from the Firm substantially in the forms attached
hereto as Exhibits 3-6 and 10; and (v) all motions to withdraw from
representation of any Claimants and/or any other non-privileged
documents evidencing disengagement of representation of any
Claimants. Within 30 days of Step 15.

17. Wyeth will deliver to Escrow Agent payment of the settlement amount
with respect to those Claimants for whom Wyeth has received duly
executed Releases pursuant to Section III.F of this letter and will
make appropriate payments to the MDL1203 Fee and Cost Account. Within 10 days of Step 16.

18. Upon Wyeth's receipt of an executed dismissal with prejudice, or
where Wyeth has confirmed that the Claimant does not have a pending
lawsuit, with respect to any for whom a Claimant. settlement amount Within 3 days of receipt by the
has been deposited with the Escrow Agent, the Escrow Agent shall be Escrow Agent of the executed
instructed to release to the Firm the settlement amount dismissal with prejudice for that
corresponding to that Claimant. Claimant

- 24 -

VI. DISTRIBUTION AND DISMISSAL.

A. The division and distribution of the total settlement amount among
the Entire Claims Group is the sole responsibility of the Firm.

- 25 -

Wyeth (through the Escrow Agent) to the Firm pursuant to this
Proposed Settlement Process. Any fund, account, escrow or similar
arrangement ("distribution mechanism") that may be created for the
purpose of distributing the settlement monies from the Firm to its
Claimants or Third-Party Payors (as defined below) shall be
established and funded by the Firm, acting as agents for the
Claimants, and not by Wyeth or the CFC. The Firm and the Claimants
(and not Wyeth or the CFC) shall be the transferors of any funds
transferred into any such distribution mechanism. Neither Wyeth nor
the CFC shall have any responsibility for the establishment,
investment or operation of any such distribution mechanism, and,
without limiting the generality of the foregoing, any tax
obligations relating to such mechanism or earnings with respect to
such mechanism shall be the sole responsibility of the Firm and the
Claimants.

VII. STAY OF DISCOVERY AND TRIALS.

Once a Firm has committed, by signing this letter, that it will recommend
that its Entire Claims Group participate in this settlement process, Wyeth and
the Firm shall within

- 26 -

five (5) days execute the joint motion to stay all discovery and trials in
litigation involving all Claimants in the Entire Claims Group (attached hereto
as Exhibit 9).

VIII. MDL 1203 FEE AND COST ACCOUNT.

The Firm represents that it is aware of, has reviewed and is required to
comply with Pretrial Order Nos. 467, 517, 518, 892 and 2622, entered by the
Court in MDL Docket No. 1203 (the "MDL proceeding"). Wyeth is required to deduct
an amount equal to either 4% or 6% from the settlement amounts paid in the
settlement of certain actions specified therein. If those circumstances apply to
any of the claims in the Entire Claims Group, the Firm agrees that Wyeth shall
deduct the required amount from the total settlement amount and shall tender the
deducted amount to an escrow account (the "MDL escrow account") pursuant to
Pretrial Order No. 467. The Firm will deliver to Wyeth a certification in the
form attached as Exhibit 10 that, with regard to each Claimant's claim, either
(i) no such deduction is required under the terms of Pretrial Order Nos. 467,
517, 518, 892 or 2622 with respect to such Claimant or (ii) the proper amount of
such deduction shall be accurately stated in the "Tender of Payment to the MDL
1203 Fee and Cost Account" form which the Firm will complete, execute and
deliver to Wyeth for submission in the MDL proceeding. It shall be the sole
obligation of the Firm to determine whether such deduction should be made and,
if required, the appropriate amount. The Firm shall be solely responsible for
any errors in determining the amount of any such deduction and agrees to
indemnify and hold Wyeth harmless for any costs, expenses or losses incurred by
Wyeth as a result of such erroneous determination, including payment of the
difference between any amount deducted and

- 27 -

tendered by Wyeth to the MDL escrow account in accordance with the Firm's
erroneous determination and the actual amount required to be deducted and
tendered pursuant to Pretrial Order Nos. 467, 517, 518, 892 or 2622. Nothing
herein will relieve any party hereto of its obligations under these Pretrial
Orders.

IX. CONSORTIUM OR DERIVATIVE CLAIMS.

Consortium or Derivative Claim of any spouse, child or other individual
who has a personal relationship with a Claimant that would permit making a
Consortium or Derivative Claim pursuant to the Nationwide Settlement Agreement
or applicable state law shall be governed by the election of the Claimant to
participate in this Proposed Settlement Process and shall be extinguished to the
same extent as the claims of the Claimant under this Proposed Settlement
Process. The Firm shall take all reasonable measures consistent with applicable
state law to ensure the extinguishment of such claims. Any spouse who has filed
a Consortium Claim shall execute and deliver to Wyeth a Release in the form
provided by Wyeth. Wyeth, in its discretion, may require a spouse who has not
filed a Consortium Claim to execute and deliver to Wyeth a Release in the form
provided by Wyeth. Any person who has joined as a plaintiff, in an action by a
Claimant against Wyeth, on the basis of a Derivative Claim shall execute and
deliver to Wyeth a Release in the form provided by Wyeth. The Release executed
by the Claimant, any Consortium Claimant and any Derivative Claimant shall
include the following language: "It is expressly understood and agreed by
Claimants that the foregoing release is intended to and does include a release
of any wrongful death claim that may be brought in connection with the facts,
events and incidents that gave

- 28 -

rise to this Civil Action." Amounts paid to the Firm by Wyeth with respect to
any Group A, Group B or Group C Claimants who are Diet Drug Recipients shall
also satisfy any Consortium or Derivative Claims as to those Diet Drug
Recipients.

X. THIRD-PARTY PAYOR CLAIMS.

Each Firm and Claimant will agree with Wyeth, as part of any settlement,
that all lawful outstanding liens (whether by operation of law or contract) and
claims for reimbursement of medical expenses provided, paid for or reimbursed by
Medicare or any other governmental entity or program, or by any private
insurance carrier or other third-party payor (each, a "Third-Party Payor"),
shall be satisfied out of the settlement amount paid by Wyeth to the Firm
(through the Escrow Agent) with respect to such Claimant. The Firm agrees that
it will pay any such lawful liens or claims out of such settlement amounts
before distributing any portion thereof to its Claimants, and the Firm and each
Claimant will indemnify Wyeth and the CFC for any claims against them by any
such Third-Party Payor.

Sincerely,

____________________________
Jerry Alexander

____________________________
Ellen A. Presby

____________________________
Wayne Spivey

cc: Peter Zimroth, Esq.
Orran Brown, Esq.

- 29 -

I have reviewed the above and agree to recommend to my Entire Claims Group
the terms of the Proposed Settlement Process as set forth in this letter and ask
that the CFC communicate this to Wyeth immediately. I understand that upon Court
Approval of the process described in Exhibit 2, Wyeth has agreed to deposit into
the Administrative Fee Account an amount equal to 2% of the gross value of each
claim in Groups A and B as described above. I understand that the members of the
CFC may, from time to time, apply to the Court for an award of fees and expenses
from the Administrative Fee Account. I affirm that I have no objection to this
process, and will support a motion to the Court to approve this process.

________________________
__________, Esq., on behalf of _____________Firm.

cc: Peter Zimroth, Esq.
Orran Brown, Esq.

- 30 -

Exhibits for Grid Option Letter

1. List of Claimants in whose Claims the Firm has a Financial Interest

2. CFC Fee Agreement

3. Affidavit of Recommendation of Proposed Settlement Process

4. Affidavit Certifying Data

5. Affidavit of Ethical Compliance

6. Affidavit of Inability to Obtain Release

7. Affidavit of Diet Drug Use

8. Transmittal Letter from Wyeth to Firm

9. Joint Motion and Draft Order to Stay Discovery

10. Affidavit Certifying Compliance with MDL Fee and Cost Orders

11. Group A Grid

Douglas Dworkin, Esquire
Vice President and Deputy General Counsel
Wyeth
5 Giralda Farms
Madison, NJ 07940-1027

Dear Mr. Dworkin:

Exhibit 2 to Expedited Letter

Douglas Dworkin, Esq.
January 17, 2005
Page 2

in addition to the negotiations leading to this Proposed Settlement Process, we
will perform the following functions:

- We will work with Wyeth and with the relevant Firms to ensure that
the processing of their claims and their supporting medical and
other documentation proceeds fairly, expeditiously and accurately.

Douglas Dworkin, Esq.
January 17, 2005
Page 3

Douglas Dworkin, Esq.
January 17, 2005
Page 4

Douglas Dworkin, Esq.
January 17, 2005
Page 5

Douglas Dworkin, Esq.
January 17, 2005
Page 6

Douglas Dworkin, Esq.
January 17, 2005
Page 7

Capitalized terms used but not otherwise defined in this letter agreement
shall have the meanings ascribed to such terms in the form letters attached
hereto as Exhibits A and B.

Sincerely,

____________________________
Jerry Alexander

____________________________
Ellen Presby

____________________________
Wayne Spivey

AGREED:

_____________________________
Douglas Dworkin
Vice President and Deputy General Counsel
On Behalf of Wyeth

AFFIDAVIT OF RECOMMENDATION OF PROPOSED SETTLEMENT PROCESS

Comes now, [INSERT NAME], and hereby states as follows:

3. I declare under penalty of perjury that the information provided in this
Affidavit is correct to the best of my knowledge, information and belief.

Further, Affiant sayeth not.

DATED: This ___________ day of _____________, 2005.

____________________________
NAME OF PLAINTIFFS' COUNSEL

Subscribed and sworn to me this ___________ day of ________________, 200_.

____________________________
Notary Public

My Commission Expires:

__________________________

Exhibit 3 - Affidavit of Recommendation Settlement Process

AFFIDAVIT CERTIFYING DATA

Comes now, [INSERT NAME], and hereby states as follows:

4. I declare under penalty of perjury that the information provided in this
Affidavit is correct to the best of my knowledge, information and belief.

Further, Affiant sayeth not.

DATED: This ___________ day of _____________, 2005.

____________________________
NAME OF PLAINTIFFS' COUNSEL

Subscribed and sworn to me this ___________ day of ________________, 200_.

____________________________
Notary Public

My Commission Expires:

__________________________

Exhibit 4 - Affidavit Certifying Data

AFFIDAVIT OF ETHICAL COMPLIANCE

Comes now, [INSERT NAME], and hereby states as follows:

4. I declare under penalty of perjury that the information provided in this
Affidavit is correct to the best of my knowledge, information and belief.

Further, Affiant sayeth not.

DATED: This ___________ day of _____________, 2005.

____________________________
NAME OF PLAINTIFFS' COUNSEL

Subscribed and sworn to me this ___________ day of ________________, 200_.

____________________________
Notary Public

My Commission Expires:

__________________________

Exhibit 5 - Affidavit of Ethical Compliance

AFFIDAVIT OF INABILITY TO OBTAIN RELEASE

Comes now, [INSERT NAME], and hereby states as follows:

3. That [INSERT NAME OF FIRM] has provided all non-privileged documentation
evidencing this need for court approval in its possession to Wyeth.

4. That [INSERT NAME OF FIRM] will continue to use its best efforts to obtain
Releases from, or on behalf of, [INSERT NAME OF CLAIMANT].

5. That I declare under penalty of perjury that the information provided in
this Affidavit is correct to the best of my knowledge, information and
belief.

Further, Affiant sayeth not.

DATED: This ___________ day of _____________, 2005.

____________________________
NAME OF PLAINTIFFS' COUNSEL

Subscribed and sworn to me this ___________ day of ________________, 200_.

____________________________
Notary Public

My Commission Expires:

__________________________

Exhibit 6 - Affidavit of Inability to Obtain Release

AFFIDAVIT OF DIET DRUG USE

IN RE: DIET DRUG RECIPIENT: _____________________
DATE OF BIRTH: ___________
SOCIAL SECURITY NUMBER: ______________

AFFIDAVIT OF [INSERT NAME]

Comes now, [INSERT NAME], and hereby states as follows:

1. That I was prescribed Pondimin (fenfluramine) and/or Redux
(dexfenfluramine) [Identify Which Drug] by [INSERT PHYSICIAN NAME] at
[INSERT PHYSICIAN ADDRESS] on or about [DATE].

2. That I ingested Pondimin and/or Redux [Identify Which Drug] for
approximately [INSERT DURATION] and did so in [INSERT YEAR(S) INGESTED].

3. That I filled my prescription(s) for Pondimin and/or Redux [Which one?] at
[PHARMACY].

4. That I have attempted to obtain pharmacy/physician/clinic records
documenting my use of Pondimin and/or Redux [NEED TO IDENTIFY WHICH] by
taking the following steps: [DESCRIBE].

6. That I declare under penalty of perjury that the information provided in
this Affidavit is correct to the best of my knowledge, information and
belief.

Further, Affiant sayeth not.

DATED: This _______ day of _________________, 2005.

____________________________
NAME OF DIET DRUG RECIPIENT

Subscribed and sworn to me this _________ day of _____________, 200_.

____________________________
Notary Public

My Commission Expires:

__________________________

Exhibit 7 - Affidavit of Diet Drug Use

DRAFT TRANSMITTAL LETTER FROM WYETH TO LAW FIRM

Dear Law Firm:

Sincerely,

Orran L. Brown

Exhibit 8 - Draft Transmittal Letter from Wyeth

IN THE UNITED STATES DISTRICT COURT
FOR THE EASTERN DISTRICT OF PENNSYLVANIA

_____________________________________________
)
IN RE DIET DRUGS )
(Phentermine/Fenfluramine/Dexfenfluramine) ) MDL NO. 1203
PRODUCTS LIABILITY LITIGATION )
_____________________________________________ )
)
THIS DOCUMENT PERTAINS TO ALL )
ACTIONS LISTED ON EXHIBIT A )
_____________________________________________

MODEL JOINT MOTION TO STAY PROCEEDINGS TO
PERMIT SETTLEMENT NEGOTIATIONS

In support of this motion, the Movants aver as follows:

1. Wyeth and counsel for certain Diet Drug Claimants have engaged in
discussions that have resulted in a Proposed Settlement Process that
could resolve thousands of lawsuits.

Exhibit 9 - Model Joint Motion to Stay

Respectfully submitted,

[NOTE: THIS MOTION WILL NEED TO BE ADAPTED TO MEET THE REQUIREMENTS OF EACH
STATE.]

- 2 -

IN THE UNITED STATES DISTRICT COURT
FOR THE EASTERN DISTRICT OF PENNSYLVANIA

PRETRIAL ORDER NO._____________

----------------------------------
Harvey Bartle III, J.

AFFIDAVIT CERTIFYING COMPLIANCE WITH MDL FEE AND COST ORDERS

Comes now, [INSERT NAME], and hereby states as follows:

4. I declare under penalty of perjury that the information provided in this
Affidavit is correct to the best of my knowledge, information and belief.

Further, Affiant sayeth not.

DATED: This ___________ day of _____________, 2005.

____________________________
NAME OF PLAINTIFFS' COUNSEL

Subscribed and sworn to me this ___________ day of ________________, 200_.

____________________________
Notary Public

My Commission Expires:

__________________________

Exhibit 10 - Affidavit Certifying Compliance with MDL

GROUP A GRID

> or = 90 DAYS USE < 90 DAYS USE
------------------ -------------

SUBGROUP 1
Age Categories
< 50 $ 25,000 $ 8,750
50 - 64 $ 20,000 $ 7,000
65+ $ 15,000 $ 5,250

SUBGROUP 2
Age Categories
< 50 $ 65,000 $22,750
50 - 64 $ 55,000 $19,250
65+ $ 45,000 $15,750

SUBGROUP 3
Age Categories
< 50 $200,000 $70,000
50 - 64 $150,000 $52,500
65+ $100,000 $35,000

Exhibit 11 - Group A Grid

Douglas Dworkin, Esquire
Vice President and Deputy General Counsel
Wyeth
5 Giralda Farms
Madison, NJ 07940-1027

Dear Mr. Dworkin:

Exhibit C to Memorandum

Douglas Dworkin, Esq.
January 17, 2005
Page 2

in addition to the negotiations leading to this Proposed Settlement Process, we
will perform the following functions:

- We will work with Wyeth and with the relevant Firms to ensure that
the processing of their claims and their supporting medical and
other documentation proceeds fairly, expeditiously and accurately.

Douglas Dworkin, Esq.
January 17, 2005
Page 3

Douglas Dworkin, Esq.
January 17, 2005
Page 4

Douglas Dworkin, Esq.
January 17, 2005
Page 5

Douglas Dworkin, Esq.
January 17, 2005
Page 6

Douglas Dworkin, Esq.
January 17, 2005
Page 7

Capitalized terms used but not otherwise defined in this letter agreement
shall have the meanings ascribed to such terms in the form letters attached
hereto as Exhibits A and B.

Sincerely,

____________________________
Jerry Alexander

____________________________
Ellen Presby

____________________________
Wayne Spivey

AGREED:

__________________________________
Douglas Dworkin
Vice President and Deputy General Counsel
On Behalf of Wyeth

IN THE UNITED STATES DISTRICT COURT
FOR THE EASTERN DISTRICT OF PENNSYLVANIA

___________________________________________
)
IN RE DIET DRUGS )
(Phentermine/Fenfluramine/Dexfenfluramine) ) MDL NO. 1203
PRODUCTS LIABILITY LITIGATION )
___________________________________________ )

THIS DOCUMENT PERTAINS TO ALL )
ACTIONS LISTED ON EXHIBIT A )
___________________________________________ )

MODEL JOINT MOTION TO STAY PROCEEDINGS TO
PERMIT SETTLEMENT NEGOTIATIONS

In support of this motion, the Movants aver as follows:

1. Wyeth and counsel for certain Diet Drug Claimants have engaged in
discussions that have resulted in a Proposed Settlement Process that
could resolve thousands of lawsuits.

Exhibit D to Memorandum

Respectfully submitted,

[NOTE: THIS MOTION WILL NEED TO BE ADAPTED TO MEET THE REQUIREMENTS OF EACH
STATE.]

- 2 -