Wyeth · 10-K · For 12/31/02 · EX-99.3

Filed On 3/31/03 3:39pm ET   ·   SEC File 1-01225   ·   Accession Number 5187-3-6

Annual Report   ·   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        2002 Annual Report on Form 10-K                       58    208K 
 2: EX-4.4      Third Supplemental Indenture                           8     55K 
 3: EX-10.5     Credit Agreement (3 Year)                             57±   241K 
 4: EX-10.6     Credit Agreement (364-Day)                            59±   244K 
 5: EX-10.19    Form of Stock Option Agreement (Phased Vesting)        3±    25K 
 6: EX-10.22    Form of Stock Option Agreement (Transferable)          6±    34K 
 7: EX-10.23    Rspa Agreement (Initial Award)                         8±    40K 
 8: EX-10.24    Rspa Agreement (Subsequent Award)                      7     36K 
 9: EX-10.25    Special Option Agreement (Essner)                      4±    25K 
10: EX-10.26    Special Rsa Agreement (Essner)                         6±    31K 
11: EX-10.27    Restricted Stock Award Agreement (Ruffolo)             6±    33K 
12: EX-10.35    Directors Deferral Plan                               11±    57K 
13: EX-10.50    Ulf Wiinberg Loan Agreement                            3±    21K 
14: EX-12       Statement re: Computation of Ratios                    2±    15K 
15: EX-13       2002 Annual Report                                    77±   295K 
16: EX-21       Subsidiaries of the Registrant                         1     14K 
17: EX-23       Consent of Experts or Counsel                          1     14K 
18: EX-99       Forward Looking Statement                              3     24K 
19: EX-99.3     Fifth Amendment to Class Action Settlement             7     47K 
20: EX-99.4     Sixth Amendment to Class Action Settlement             7     31K 
21: EX-99.13    906 Certification (Essner)                             1     14K 
22: EX-99.14    906 Certification (Martin)                             1     14K 

EX-99.3   ·   Fifth Amendment to Class Action Settlement

EX-99.3
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 IN THE UNITED STATES DISTRICT COURT
FOR THE EASTERN DISTRICT OF PENNSYLVANIA

------------------------------------                                            
)       
IN RE DIET DRUGS                    )                                           
(PHENTERMINE/FENFLURAMINE/          )                MDL NO. 1203               
DEXFENFLURAMINE) PRODUCTS           )                                           
LIABILITY LITIGATION                )                                           
)       
------------------------------------)                                           
)       
THIS DOCUMENT RELATES TO:           )                                           
ALL ACTIONS                         )                                           
)       
------------------------------------)                                           
SHEILA BROWN, et al. v. WYETH       )                CIVIL ACTION NO. 99-20593  
(formerly American Home Products    )                                           
Corporation)                        )                                           

 REVISED
 FIFTH AMENDMENT TO NATIONWIDE CLASS
ACTION SETTLEMENT AGREEMENT WITH
AMERICAN HOME PRODUCTS CORPORATION

Dated:   November 21, 2002                                                      

EX-99.3
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      To facilitate the implementation of the Parties' intentions underlying
the November 18, 1999 Nationwide Class Action Settlement Agreement with American
Home Products Corporation, ("Settlement Agreement"), to aid in the prompt       
payment of benefits to Class Members who are entitled to receive them, and to   
clarify various matters and streamline certain procedures to enhance the        
efficiency of claims administration, all for the benefit of the Settlement      
Class, it is hereby stipulated and agreed among the Parties that, subject to the
approval of the Trial Court, the Settlement Agreement is amended as follows:    

        1. Disposition of Fund A Residual. In light of the passage of the Date
1 registration deadline on August 1, 2002, information regarding processing of  
claims for Fund A benefits to date, and the number of claims filed, the Parties 
acknowledge and agree that the Trust will have sufficient funds in Fund A to pay
Fund A benefits to eligible Class Members and that it is highly unlikely that   
the total payments to be made by the Trust for Fund A benefits and the costs of 
administering them will exceed the $1 billion deposited into Fund A by AHP      
pursuant to Section III.B.1 of the Settlement Agreement. Accordingly, to        
establish a fixed date for the transfer of Fund A to Fund B, to expedite the    
payment of certain Fund A benefits, and to simplify the Trust's accounting      
responsibilities, Section III.B.4 and Section III.B.5 [ASA p. 20] are deleted   
and replaced in their entirety by the following:                                

 4. Funds remaining in Fund A shall be transferred to Fund B as follows:

          a.   On the later of (i)  January  31,  2003 or (ii) thirty days after
               the date on which the Trial Court enters an Order  approving  the
               Fifth  Amendment  to the  Settlement  Agreement,  the Trust shall
               transfer  to Fund B all funds  remaining  in Fund A at such time.
               The Date of this  transfer  shall be  referred  to as the "Merger
               Date." After the Merger Date,  Fund A shall be considered  merged
               into Fund B and the  resulting  fund shall be  referred to as the
               "Settlement  Fund." Before making such transfer,  the Trust shall
               pay  refunds  under  Section  IV.A.1.d  and   reimbursements  for
               privately-obtained  echocardiograms  under  Section  IV.A.3.d  to
               those Diet Drug  Recipients (or their  associated  Representative
               Claimants)  that the Trust has determined to be eligible for such
               benefits by that time and any other  benefits  from Fund A as are
               ready for payment at such time. The resulting amount  transferred
               from Fund A to Fund B pursuant to this Section III.B.4.a shall be
referred to as the "Fund A Transfer Amount."      

          b.   After the Merger Date,  all payments  that  otherwise  would have
               been properly  payable out of Fund A for the payment or provision
               of Fund A benefits  under  Section  IV.A shall be made out of the
               Settlement  Fund.  The Trust shall make all such payments as soon
               as reasonably  practicable  after the Merger Date. If the balance
               in the  Settlement  Fund at the time any such amounts are payable
               is  inadequate  to fund the  payments,  AHP  shall,  within  five
               Business Days after receipt of a written  request from the Trust,
               deposit the necessary  funds into the  Settlement  Fund.  Amounts
               deposited by AHP into the Settlement  Fund for this purpose shall
               not reduce the Maximum  Available  Fund B Amount or the  Adjusted
               Maximum   Available  Fund  B  Amount  under  Section  I.1.  AHP's
               obligation for Fund A benefits and the cost of administering such
               benefits shall not exceed $1 billion plus the amounts  necessary,
               if any, to pay or provide the additional medical services or cash
               benefits under Section  IV.A.1.c and Section IV.A.2.c to eligible
               Class  Members,  provided that any amounts  deposited by AHP into
               the Settlement Fund for such purpose shall not reduce the Maximum
Available Fund B Amount.                          

          c.   As of the date on which the Trial Court enters an Order approving
               the Fifth  Amendment to the Settlement  Agreement,  the Trust and
               the Settlement Fund shall be deemed to possess  sufficient  funds
               to pay refunds  under  Section  IV.A.1.d and  reimbursements  for
               privately-obtained  echocardiograms  under Section IV.A.3.d,  and
               the  Trustees  shall  pay such  benefits  to  eligible  Diet Drug
               Recipients (or their associated  Representative Claimants) within
               forty-five  days after the date on which the  Trustees  receive a
               completed claim for such benefit,  or within such other period as
               the Trial Court may direct. After the Merger Date, the provisions
               of this Section  III.B.4.c  shall  supercede  the  provisions  of
               Section  VI.C.3.l  and  Section  VI.C.3.n  regarding  the time of
payment of such benefits.                         

          d.   After the Merger Date,  the Fund A Transfer  Amount also shall be
               used by the  Trust  to pay  Matrix  Compensation  Benefits  under
               Section  IV.B.  and  administrative  expenses  of the  Trust,  in
               addition to the payment and  provision  of Fund A benefits  under
               Section IV.A,  until the balance in the  Settlement  Fund reaches
               the  Administrative  Reserve to be maintained  in the  Settlement
               Fund  pursuant  to  Section   III.C.3.b  or  Section   III.C.4.e,
               whereupon  the Trust may  resume  funding  the  payment of Matrix
               Compensation  Benefits  to  eligible  Class  Members  pursuant to
               Settlement  Fund  Quarterly  Notices  or such other  requests  as
               agreed upon by the Parties.  The Fund A Transfer  Amount will not
               reduce the maximum  obligation  of AHP to make payments to Fund B
under Section III.C.                              

     Section  I.1 [ASA p. 2] is deleted  and  replaced  in its  entirety  by the
following:                                                                      

     1.   "Adjusted  Maximum  Available  Fund B Amount"  shall  mean the  amount
          determined  by  adding  the  Fund A  Transfer  Amount  to the  Maximum
          Available  Fund B  Amount  as  defined  in this  Section,  and by then
          subtracting  from the  resulting sum all amounts paid by the Trust out
          of the Fund A Transfer Amount for any purpose.  The "Maximum Available
          Fund  B  Amount"   shall   mean  the  amount   determined   by  adding
          $2,550,000,000  and the Fund B Accretions and by then subtracting from
          the  resulting  sum:  (i) the Fund B  Initial  Payment  under  Section
          III.C.2;  (ii) all amounts paid or  transferred by AHP to the Trustees
          for  deposit  into Fund B or the  Settlement  Fund  pursuant to Fund B
          Quarterly Notices under Section III.C.3, pursuant to Requests for Fund
          B AIO Payments  under Section  V.F.2,  or pursuant to other payment or
          deposit  requests  from the Trust for deposits  into Fund B; and (iii)
          Credits to which AHP is entitled under Section VII.A (Opt-Out Credits)
          and Section  VII.C.1.g  (Cross-Claim  Credits),  provided that Initial
          Opt-Out Credits (as defined in Section  VII.A.2) and Back-End  Opt-Out
          Credits (as defined in Section VII.A.3) shall be applied to reduce the
          Maximum  Available  Fund B Amount only when and as provided in Section
          VII.A.  "Fund B Accretions"  shall be  determined  as follows:  On the
          first day of the first AIO Fiscal Quarter or Fiscal Quarter (whichever
          is applicable)  after the Final Judicial  Approval Date or the date on
          which  it is  determined  that  Final  Judicial  Approval  will not be
          obtained,  the Trustees shall  calculate a quarterly  accretion to the
          Maximum Available Fund B Amount which will be one and one-half percent
          (1.5%) of the Maximum  Available  Fund B Amount  determined  as of the
          close of the preceding AIO Fiscal Quarter or Fiscal Quarter, whichever
          is applicable. Such accretions shall be added to the Maximum Available
     Fund B Amount as of the day on which the accretion is calculated.

     2. Conclusion of the Screening Program.  To ensure that the benefits of the
Screening Program are delivered to all eligible Class Members and to clarify the
status of Class  Members  who receive an  Echocardiogram  after the close of the
Screening  Period,  Section  I.49 [ASA p. 12] is  deleted  and  replaced  in its
entirety by the following:                                                      

     49.  "Screening  Period"  refers to the  12-month  period  beginning on the
          Final Judicial  Approval Date during which benefits shall be available
          in the Screening Program. Class Members who have timely registered for
          benefits  by Date 1 and  who  are  otherwise  eligible  for  Screening
          Program  benefits  may  receive  the   Echocardiogram  and  associated
          interpretative   physician  visit  benefits  after  the  end  of  this
          Screening Period,  provided that: (i) all such Echocardiograms must be
          conducted no later than July 3, 2003, unless the Court, upon a showing
          of good cause and due  diligence  by or on behalf of a Class Member or
          group of Class  Members,  allows  the  Class  Member or group of Class
          Members to receive an  Echocardiogram  and  associated  interpretative
          physician  visit  after  such  date;  and (ii) any  Class  Member  who
          receives an Echocardiogram  provided by the Trust after the end of the
          Screening Period shall be considered to have been diagnosed during the
          Screening Period for all purposes under this Settlement Agreement, and
          shall have a period of 120 days  after the date of the  Echocardiogram
          to exercise,  if otherwise eligible,  a right of Intermediate  Opt-Out
under Section IV.D.3.b.                                     

     3. Maintenance of the Fund B Administrative  Reserve.  To clarify the level
of the Administrative Reserve to be maintained in Fund B, the following is added
to the end of Section III.C.3 [ASA p. 21]:                                      

          At any time that the total value of the  Security  Fund under  Section
          III.E.2  is equal to or  greater  than the  Maximum  Available  Fund B
          Amount, the Trustees shall limit requests for deposits for purposes of
          maintaining  the  Administrative  Reserve in Fund B to those sums that
          the  Trustees  believe  will be  necessary  to satisfy the  reasonably
          anticipated  administrative  expenses  of the  Trust  for  the  Fiscal
Quarter in which the request is made.                       

     4. Conformance of Fund B Sections to Merger Provisions.  To provide for the
disposition of monies held by Fund B in conformance  with  amendments  effecting
the merger of Fund A and Fund B,  Section  III.C.4.d  [ASA p. 23] is deleted and
replaced in its entirety by the following:                                      

          d.   After  the  Merger  Date,  Fund B  shall  be  referred  to as the
               Settlement  Fund, all references in this Settlement  Agreement to
               Fund B shall be read as referring to the "Settlement Fund" rather
               than to "Fund B", and Fund B Quarterly  Notices shall be known as
               "Settlement  Fund Quarterly  Notices." After the Merger Date, the
               Trust shall continue to maintain  accurate records of the Maximum
               Available Fund B Amount and the Adjusted Maximum Available Fund B
               Amount for purposes of determining  AHP's payment  obligations to
               Fund B and the  Settlement  Fund under  Section  III.C.4  and the
               total  amount  available  to the Trust to pay  benefits  to Class
           Members and for the costs of administration of such benefits.

     5.  Timing of Deposits  into Fund B or the  Settlement  Fund.  To allow the
Parties to accelerate the payment of benefits to Class Members, the following is
added as new Section III.C.4.e [ASA p. 23]:                                     

          e.   The Parties may agree in writing to a more frequent  schedule for
               the Fund B Quarterly  Notices,  Settlement Fund Quarterly Notices
               (or such other notices as agreed upon by the Parties), and Fund B
               Deposit  Amounts paid by AHP into Fund B or the  Settlement  Fund
               than the schedule  provided in Section  III.C.3,  to eliminate or
               reduce  the  administrative  reserve  in  Fund  B  under  Section
               III.C.3.b,  and to increase the  principal  value of the Security
               Fund under Section III.E.2 to accommodate such  adjustments.  The
               Parties  shall report all such  agreements  to the Court.  At any
               time during which AHP is timely making  deposits into Fund B on a
               schedule at least as often as every two weeks, the Administrative
               Reserve  under  Section  III.C.3.b  shall be no  greater  than $5
               million.  Funds  held  in the  Administrative  Reserve  shall  be
               considered  available  for the  payment  of  Matrix  Compensation
               Benefits as and when the Maximum  Available  Fund B Amount is $50
               million or less,  and/or in the Trust's  calculation of the Final
Projected Amount under Section III.C.4.           

     6. Revisions to Security Fund  Provisions.  To accommodate any additions to
the Security Fund under the above amendment to Section III.C.4 of the Settlement
Agreement,  and to provide additional security for the Settlement Class, Section
III.E.2 and Section  III.E.3  [ASA pp.  24-25] are deleted and replaced in their
entirety by the following:                                                      

          2.   Fifteen days after the Final Judicial Approval Date, or the first
               Business Day  thereafter if such  fifteenth day is not a Business
               Day, AHP shall establish and thereafter maintain,  subject to all
               the  provisions  of this  Section  III.E,  a fund (the  "Security
               Fund")  consisting of cash and high-grade  marketable  commercial
               securities  (which shall consist of the "Permitted  Investments,"
               defined herein) selected by AHP having a principal value equal to
               $370 million. If at any time the Administrative Reserve in Fund B
               under  Section  III.C.3  is  required  to be no  greater  than $5
               million, AHP shall deposit into and maintain in the Security Fund
               cash and/or Permitted  Investments having a principal value equal
               to $45 million and if, after such deposit,  AHP deposits funds to
               increase the Administrative  Reserve above $5 million,  AHP shall
               be entitled to withdraw from the Security Fund assets and/or cash
               equal in value to such  Administrative  Reserve deposits,  not to
               exceed $45 million.  Fifteen  days after the Merger Date,  or the
               first  Business  Day  thereafter  if the  fifteenth  day is not a
               Business Day, AHP shall deposit cash and/or Permitted Investments
               into the Security  Fund having a principal  value equal to 80% of
               the Fund A Transfer Amount,  less any amounts  deposited into the
               Security  Fund by AHP before such time  (other than the  original
               $370  million  deposit  and the $45 million  deposit  referred to
               above)  (the  "Merger  Security  Deposit").  AHP may  satisfy its
               obligation  to make the  Merger  Security  Deposit  by  causing a
               wholly-owned   subsidiary  of  AHP  to  deposit   assets  of  the
               subsidiary  consisting of cash and/or Permitted  Investments into
               the Security Fund,  provided that (i) such  subsidiary  becomes a
               primary obligor  together with AHP for AHP's funding  obligations
               under  the  Settlement  Agreement  to the  extent  of 110% of the
               Merger Security Deposit; and (ii) AHP provides to Class Counsel a
               written  opinion  satisfactory  to Class  Counsel that the Merger
               Security  Deposit by the  subsidiary  is a bona fide  transaction
               supported  by good and  valuable  consideration,  is a valid  and
               enforceable  obligation of the subsidiary  under  applicable law,
               and  that  the  transfer  will  afford  the  Trust  a  valid  and
               enforceable  security  interest in the Merger Security Deposit to
               secure to that  extent  AHP's  payment  obligations  to the Trust
               under the Settlement Agreement. Any other deposits agreed upon by
               the Parties and  approved  by the Court under  Section  III.C.4.e
               shall be added to the Security Fund. If the credit rating for AHP
               as  reported by both  Moody's  Investors  Service and  Standard &
               Poor's  Rating  Services  is below  investment  grade at any time
               during which the Security Fund must be maintained hereunder,  AHP
               shall  deposit  additional  cash  and/or  Permitted   Investments
               selected  by  AHP  having  an  aggregate  principal  value  of an
               additional $180 million.  For purposes of this Section III.E, the
               term "Permitted Investments" shall mean any of the following: (a)
               readily marketable direct obligations of the United States or any
               agency or instrumentality thereof or obligations  unconditionally
               guaranteed  by the full faith and  credit of the  United  States,
               maturing  within  365 days of  purchase  (in the case of all such
               obligations  other than direct  obligations  of the United States
               Treasury);  (b) certificates of deposit or time deposits maturing
               within 365 days of purchase with any commercial bank that (1) has
               deposits  insured by the Federal Deposit  Insurance  Corporation,
               (2) is organized under the laws of the United States or any state
               thereof, (3) has a minimum long-term rating of "A-3" (or the then
               equivalent) by Moody's  Investors  Service and a long-term rating
               of "A-" (or the then  equivalent)  by  Standard  & Poor's  Rating
               Services,  and (4) has  combined  capital and surplus of at least
               $10  billion;  (c)  commercial  paper  issued by any  corporation
               organized  under the laws of any state of the  United  States and
               rated  at least  "Prime-1"  short-term  (or the  then  equivalent
               grade)  and "A-1"  long-term  (or the then  equivalent  grade) by
               Standard & Poor's Rating  Services,  in each case with a maturity
               of not more than 180 days from the date of  acquisition  thereof;
               or (d) investments, classified as current assets of AHP or any of
               its subsidiaries under generally accepted accounting  principles,
               in  money  market  investment   programs   registered  under  the
               Investment   Company  Act  of  1940,   as   amended,   which  are
               administered  by  financial  institutions  that have the  highest
               rating  obtainable  from  either  Moody's  Investors  Service  or
               Standard & Poor's Rating  Services,  and the  portfolios of which
               are limited solely to  investments of the character,  quality and
               maturity described in clauses (a), (b) or (c) of this definition.

          3.   If at any time the  Security  Fund Amount is greater than 110% of
               the Maximum  Available  Fund B Amount,  AHP may withdraw,  at its
               option,  free of any lien  under  Section  III.E.5,  cash  and/or
               Permitted  Investments from the Security Fund, provided that: (i)
               the  Security  Fund Amount must at all times equal or exceed 110%
               of the  Maximum  Available  Fund B Amount;  and (ii) AHP may make
               such  withdrawals  from the Security Fund no more frequently than
               once  monthly.  The  Security  Fund  and the lien  under  Section
               III.E.5  shall be  terminated  completely  upon AHP's  making the
Final Payment provided for in Section III.C.4.a.  

In addition, Section III.E.5 [ASA p. 25] is deleted and replaced in its entirety
by the following:                                                               

          5.   AHP shall grant to the Trustees a perfected  security interest in
               the Security Fund as collateral for AHP's  obligations  under the
               Settlement Agreement pursuant to the terms of a Security Fund and
               Escrow  Agreement in the form appended hereto as "Revised Exhibit
               3." No later than the date of the Merger  Security  Deposit,  AHP
               (or its subsidiary as  applicable)  shall grant to the Trustees a
               perfected security interest in the Merger Security Deposit in the
               Security  Fund as  collateral  for  AHP's  obligations  under the
               Settlement  Agreement  pursuant to the terms of the Security Fund
               and Escrow  Agreement  attached hereto as "Revised  Exhibit 3" or
               such other  Security Fund and Escrow  Agreement as is agreed upon
by the Parties and approved by the Trial Court.   

The "Revised Exhibit 3" is attached hereto as Exhibit A.                        

     7. Settlement Fund Payment Obligations.  To reflect the proper treatment of
the Fund A Transfer Amount as it relates to AHP's payment obligations to Fund B,
Section  III.C.3.b  [ASA  pp.20-21],   Section  III.C.4.a  [ASA  p.21],  Section
III.C.4.b(iv)   [ASA  pp.   22-23],   Section   V.F.2   [ASA  p.  60],   Section
VI.A.10.a(3)(v),(vii)  [ASA p.70],  Section  VII.A.2.b,c  [ASA p. 119],  Section
VII.A.3  [ASA  pp.119-20],  Section  VII.C.1.g  [ASA pp.  126-27],  and  Section
VIII.E.1.b  [ASA pp.  137-38] are amended so that all  references  to  "Adjusted
Maximum  Available  Fund B  Amount"  in such  Sections  shall be  replaced  with
"Maximum Available Fund B Amount" instead.                                      

     8. Revised Articles and By-Laws of the Medical Research and Education Fund.
To update the Articles and By-Laws of the Medical  Research and Education  Fund,
"Exhibit 4",  referred to in Section  IV.A.3.a [ASA p. 31], is replaced with the
revised "Exhibit 4" attached to this Fifth Amendment as Exhibit B.              

     9. Timing of Requests for Credits. To clarify the time by which Wyeth shall
submit  Requests  for  Credits,  the  following is added to Section VI.D [ASA p.
111]:                                                                           

                    3.   The RED FORM for a  Request  for a Credit  for  Initial
                         Opt-Out Credits and for Back-End  Opt-Out Credits shall
                         be  submitted  by  AHP to the  Trustees  and/or  Claims
                         Administrator(s)  postmarked on or before the later of:
                         (i) 180 days after the date that is five calendar years
                         after the Final  Judicial  Approval  Date;  or (ii) 180
                         days after the date of the payment by AHP to or for the
                         benefit  of the  Class  Member  for which AHP seeks the
Credit.                       

                    4.   Within  thirty  days  after the close of each  calendar
                         quarter  after  December 31, 2002,  through the quarter
                         that  includes  the date  that is five  calendar  years
                         after  the  Final  Judicial  Approval  Date,  AHP shall
                         provide a written  report to Class  Counsel and the AHP
                         Settlement Trust of the approximate total dollar amount
                         of Back-End  Opt-Out Credits under Section VII.A.3 that
                         it reasonably  believes  would arise from payments made
                         by AHP during the preceding  calendar  quarter to Class
Members.                      

     10. Deferral of Back-End Opt-Out  Credits.  To maximize the funds available
to Class  Members for the payment of Matrix  Compensation  Benefits and to defer
the   administrative   costs  and  delay   associated  with  the  processing  of
applications  for Credits,  the last sentence of Section VII.A.3 [ASA p. 120] is
deleted and replaced in its entirety by the following:                          

                    Back-End  Opt-Out  Credits  shall be  applied  to reduce the
                    Adjusted Maximum  Available Fund B Amount upon the later of:
                    (i) the date  that is five  calendar  years  after the Final
                    Judicial  Approval  Date;  or (ii)  the  date on  which  the
                    determination  of the Back-End  Opt-Out Credit becomes final
under Section VI.D.1.                   

     11. Settlement of Subrogation Claims. To reflect the parties' understanding
that  Matrix  benefit  payments  should  not be  reduced on account of claims by
subrogees  who have entered into  settlement  agreements  with the parties,  the
following is added as new Section VII.D.3 [ASA p.130]:                          

                    3.   In the event  that AHP and Class  Counsel  enter into a
                         settlement  agreement  with any  subrogee  in which the
                         subrogee  releases its  subrogation  claims against AHP
                         and the Settlement Class, then after the effective date
                         of the Fifth  Amendment  to the  Settlement  Agreement,
                         notwithstanding  any other  provision of the Settlement
                         Agreement  or any  previous  agreement  relating to the
                         settlement of  subrogation  claims,  no amount shall be
                         deducted from any Matrix Compensation  Benefits payment
                         due to any Class  Member on account of any  subrogation
                         claim  that  has  been or  could  be  made by any  such
                         subrogee  with  respect  to the  recovery  of any Class
                         Member,  and the Trust shall  refund to a Class  Member
                         any  amount  deducted  from the Class  Member's  Matrix
                         Compensation  Benefits  for  such  purpose  before  the
                         effective date of the Fifth Amendment to the Settlement
Agreement.                    

     12. Name Change to Wyeth. To update the Settlement Agreement to account for
the change of corporate  name from American Home Products  Corporation to Wyeth,
effective  March 11, 2002, the following is added as new Section  VIII.F.12 [ASA
p. 143]:                                                                        

                    12.  Beginning on March 11,  2002,  all  references  in this
                         Settlement   Agreement  to  "AHP"  and  "American  Home
                         Products"  (except  for the  references  to AHP in "AHP
                         Settlement  Trust")  shall be deemed to refer to Wyeth.
                         This name change does not affect the  implementation of
                        this Settlement Agreement or the AHP Settlement Trust.

     13. Approval of this Amendment. The Parties promptly shall seek approval of
this Fifth  Amendment by the Trial Court.  This Fifth Amendment shall not become
effective  unless and until the date of the entry of an Order by the Trial Court
approving of this Fifth Amendment.                                              

     IN WITNESS  WHEREOF,  the Parties have duly  executed  this  Revised  Fifth
Amendment to Nationwide Class Action  Settlement  Agreement  between AHP and the
Class  Representatives,  by their  respective  counsel  as set forth  below,  on
November 21, 2002.                                                              

(Signature Pages Follow)

EX-99.3
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WYETH (formerly AMERICAN HOME                                                   
PRODUCTS CORPORATION)                                                         

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BY:_________________________________________                                    
Louis L. Hoynes, Jr.                                          
Executive Vice President and General Counsel                  

Date:  ___________________________                                              

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CLASS COUNSEL                                                                   

FOR THE PLAINTIFFS' MANAGEMENT                                                  
COMMITTEE:                                                                      

------------------------------------        ----------------------------------- 
Arnold Levin,                               Esquire Gene Locks, Esquire         
LEVIN, FISHBEIN, SEDRAN & BERMAN            GREITZER & LOCKS                    
510 Walnut Street, Suite 500                1500 Walnut Street, 20th Floor      
Philadelphia, PA 19106                      Philadelphia, PA 19102              
215-592-1500                                800-828-3489                        

Date:  ___________________________          Date:  ___________________________  

-----------------------------------         ----------------------------------- 
Michael D. Fishbein, Esquire                Sol H. Weiss, Esquire               
LEVIN, FISHBEIN, SEDRAN & BERMAN            ANAPOL SCHWARTZ WEISS COHAN         
510 Walnut Street, Suite 500                    FELDMAN & SMALLEY, P.C.         
Philadelphia, PA  19106                     1900 Delancey Place                 
215-592-1500                                Philadelphia, PA  19103             
                    215-735-2098

Date:  ___________________________          Date:  ___________________________  

-------------------------------------       ----------------------------------- 
Stanley Chesley, Esquire                    Charles R. Parker, Esquire          
WAITE, SCHNEIDER, BAILESS & CHESLEY         HILL & PARKER                       
1513 Central Trust Tower                    5300 Memorial, Suite 700            
Fourth & Vine Streets                       Houston, TX  77007-8292             
Cincinnati, OH  45202                       713-868-5581                        
513-621-0267                                                                    

Date:  ___________________________          Date:  ___________________________  

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-------------------------------------                                           
John J. Cummings, Esquire                                                       
CUMMINGS, CUMMINGS & DUDENHEFER                                                 
416 Gravier Street                                                              
New Orleans, LA  70130                                                          
504-586-0000                                                                    

Date:  ___________________________                                              

FOR SUBCLASS 1(a):                                   FOR SUBCLASS 1(b):         

---------------------------------------     -----------------------------       
Diane Nast, Esquire                         Richard Lewis, Esquire              
ROD & NAST                                  COHEN, MILSTEIN, HAUSFELD           
801 Estelle Drive                               & TOLL                          
Lancaster, PA  17601                        1100 New York Avenue, N.W.          
712-892-3000                                Suite 500, West Tower               
                                   Washington, D.C.  2005-3934
                      (202) 408-4600

Date:  ___________________________          Date:  ___________________________  

FOR SUBCLASS 2(a):                                   FOR SUBCLASS 2(b):         

------------------------------------        ----------------------------------- 
Mark W. Tanner, Esquire                     R. Eric Kennedy, Esquire            
FELDMAN, SHEPHERD & WOHLGELERNTER           WEISMAN, GOLDBERG, WEISMAN &        
1845 Walnut Street, 25th Street                 KAUFMAN                         
Philadelphia, PA  19103                     1600 Midland Building               
215-567-8300                                101 Prospect Avenue West            
                            Cleveland, OH  44115
                    216-781-1111

Date:  ___________________________          Date:  ___________________________  

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FOR SUBCLASS 3:                                                                 

------------------------------------                                            
Richard Wayne, Esquire                                                          
STRAUSS & TROY                                                                  
The Federal Reserve Building                                                    
150 East 4th                                                                    
Cincinnati, OH  45202-4018                                                      
513-621-2120                                                                    

Date:  ___________________________                                              

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This 10-K Filing		Date		First		Last			Other Filings
		11/18/99		2					8-A12B/A, 8-K
		3/11/02		2					8-K
		8/1/02		2
		11/21/02		1		2
For The Period Ended		12/31/02		2					11-K
		1/31/03		2
Filed On / Filed As Of		3/31/03							10-Q
		7/3/03		2
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