WYETH



                  RESTRICTED STOCK PERFORMANCE AWARD AGREEMENT



                      UNDER THE [YEAR] STOCK INCENTIVE PLAN









                                    DATE:

                                    NUMBER OF SHARES SUBJECT

                                    TO TARGET AWARD:











     Under the terms  and  conditions  of this  Agreement  and of the  Company's

[year] Stock Incentive Plan (the "Plan"),  a copy of which has been delivered to

you and is made a part hereof, the Company hereby awards to you restricted stock

units (the  "Units")  representing  shares of the  Company's  Common  Stock (the

"Common Stock") subject to the  restrictions  set forth in this Agreement in the

amount set forth  above  (the  "Target  Award").  Upon the  satisfaction  by the

Company of certain  performance  criteria as  described  in  Paragraph 3 of this

Agreement,  the Units will be  converted  into  shares of the  Company's  Common

Stock, on the terms and conditions set forth herein.  Except as provided herein,

the terms used in this Agreement shall have the same meanings as in the Plan.



         1. Rights as Stockholders. Prior to the satisfaction of the performance

criteria, no shares of the Company's Common Stock represented by the Units will

be earmarked for you or your account nor shall you have any of the rights of a

stockholder with respect to such shares. Upon issuance of the shares of Common

Stock as of the Conversion Date (as defined herein) or the Determination Date

(as defined herein), as the case may be, you will be the owner of record of such

shares and shall receive either (through book-entry form) a credit to an account

maintained on your behalf or a stock certificate representing such shares of

Common Stock and you shall be entitled to all of the rights of a stockholder of

the Company, including the right to vote and the right to receive dividends,

subject to the provisions of Paragraph 4.



         2. Restricted Period. During the period (the "Restricted Period") from

the date of this Agreement through the Conversion Date (with respect to the

Units converted on such date) and the Determination Date (with respect to the

remaining Units, if any), you may not sell, transfer, assign, pledge, or

otherwise encumber or dispose of the Units granted hereunder.









{PAGE}





3. Conversion to Common Stock. (a) At a meeting of the Committee to be held

within 60 days after the end of 2004 or at such other time or times as the

Committee in its discretion deems appropriate, the Committee shall compare the

EPS (as defined below) with the EPS Target (as defined below) for such year. If,

on the date of such meeting (the "Conversion Date"), the Committee determines

that:



         (i)      EPS is less than 92.5% of the EPS Target, then all rights with

                  respect to the Target Award shall be subject to subparagraph

                  3(b) below;



         (ii)     EPS is greater than or equal to 92.5% of the EPS Target and

                  less than or equal to 97% of the EPS Target, then Units

                  representing 75% of the Target Award shall be converted into

                  Common Stock and all rights with respect to the remaining

                  portion of such Target Award shall be subject to subparagraph

                  3(b) below;



         (iii)    EPS is greater than 97.5% of the EPS Target and less than or

                  equal to 102.5% of the EPS Target, then Units representing the

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