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                                                                       EXHIBIT B


                              AMENDMENT NO. 2001-1
                                     TO THE

                              PHARMACIA CORPORATION
                          2001 LONG-TERM INCENTIVE PLAN


        WHEREAS, the Compensation Committee of the Board of Directors of
Pharmacia Corporation (the "Committee") adopted the Pharmacia Corporation 2001
Long-Term Incentive Plan (the "Plan") subject to shareholder approval,
substantially in the form presented to the Committee at its meeting on December
7, 2000;

        WHEREAS, the plan was approved by the Company's shareholders at the
Company's annual meeting held on April 17, 2001, in the form attached hereto as
Exhibit A, with a commitment from the Company to amend the Plan to prohibit the
repricing, replacement or regranting through cancellation or by lowering the
option exercise price, of any options granted under the Plan without prior
shareholder approval;

        WHEREAS, the Committee authorized the Senior Vice President Human
Resources to approve the specific terms of the Plan and to take all other
actions and execute all documents necessary to effectuate the adoption of the
Plan;

        NOW, THEREFORE, effective April 18, 2001, the Plan is hereby amended by
adding the following sentence to the end of paragraph 1 (b):

             "Notwithstanding anything herein to the contrary, no grant issued
             under the Plan shall permit the repricing, replacement or
             regranting through cancellation or by lowering the Option exercise
             price, of any Option granted under the Plan without prior
             shareholder approval."


        The Plan is further hereby amended by adding the following sentence to
the end of paragraph 16(a):

             "Notwithstanding anything herein to the contrary, neither
             the Plan, nor the terms of any previously issued grant
             under the Plan, may be amended to permit the repricing,
             replacement or regranting through cancellation or by
             lowering the Option exercise price, of any Option granted
             under the Plan without prior shareholder approval."