8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant To Section 13 OR 15(d) of the Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported): December 19, 2005

WYETH

        (Exact name of registrant as specified in its charter)

Delaware	1-1225	13-2526821
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
Five Giralda Farms, Madison, N.J.		07940
(Address of principal executive offices)		(Zip Code)

        Registrant’s telephone number, including area code: 973-660-5000

        Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

        |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

        |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

        |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

        |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

On December 19, 2005, Wyeth amended the Wyeth Deferred Compensation Plan, the Wyeth Executive Retirement Plan, the Wyeth Supplemental Executive Retirement Plan, the Wyeth Supplemental Employee Savings Plan, the Wyeth Management Incentive Plan, the Wyeth Directors' Deferral Plan and the Wyeth 1994 Restricted Stock Plan for Non-Employee Directors in order to comply with Section 409A of the Internal Revenue Code of 1986, as amended, and the applicable transition rules related thereto. The amendments are attached hereto as exhibits and are incorporated into this Item 1.01 by reference.

Item 9.01 Financial Statements and Exhibits

(a) Not Applicable.

(b) Not Applicable.

(c) Not Applicable.

(d) Exhibits.

10.1 Amendment to the Wyeth Deferred Compensation Plan.

10.2 Amendment to the Wyeth Executive Retirement Plan.

10.3 Amendment to the Wyeth Supplemental Executive Retirement Plan.

10.4 Amendment to the Wyeth Supplemental Employee Savings Plan.

10.5 Amendment to the Wyeth Management Incentive Plan.

10.6 Amendment to the Wyeth Directors' Deferral Plan.

10.7 Amendment to the Wyeth 1994 Restricted Stock Plan for Non-Employee Directors.

_______                _______               _______

           Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 21, 2005	WYETH
	By: /s/ Mary Katherine Wold
	Name:     Mary Katherine Wold
	Title:       Senior Vice President
	(Duly Authorized Signatory)

Exhibit Index

10.1 Amendment to the Wyeth Deferred Compensation Plan.

10.2 Amendment to the Wyeth Executive Retirement Plan.

10.3 Amendment to the Wyeth Supplemental Executive Retirement Plan.

10.4 Amendment to the Wyeth Supplemental Employee Savings Plan.

10.5 Amendment to the Wyeth Management Incentive Plan.

10.6 Amendment to the Wyeth Directors' Deferral Plan.

10.7 Amendment to the Wyeth 1994 Restricted Stock Plan for Non-Employee Directors.

EX-10.1

Amendment to the Wyeth Deferred Compensation Plan

The Wyeth Deferred Compensation Plan, as amended and restated as of November 20, 2003, is further amended, effective as of January 1, 2005 (unless otherwise provided), by adding the following Section Fourteen immediately following Section Thirteen.

"SECTION FOURTEEN—SECTION 409A AMENDMENTS

Notwithstanding anything in the Plan to the contrary, effective as of January 1, 2005 (unless otherwise provided), the Plan is amended as set forth in this Section Fourteen in order to avoid adverse or unintended tax consequences under Section 409A of the Code and the applicable rules and regulations thereunder to any Participant. The provisions of this Section Fourteen shall apply to the portion of a Participant's Deferral Account that is not both earned and vested as of December 31, 2004 (the "409A Deferral Account"), notwithstanding any contrary provision of the Plan, and shall supersede the other provisions of the Plan to the extent necessary to eliminate inconsistencies between this Section Fourteen and such other provisions. References to Sections are references to sections in the Plan, unless otherwise provided.

(a)          Deferral Elections. An Employee of the Company who first becomes eligible to participate in the Plan on or after January 1, 2005 and on or prior to March 15, 2005 shall be permitted to elect, at any time on or prior to March 15, 2005, in accordance with procedures established by the Administrator and Q&A 21 of Notice 2005-1 promulgated by the U.S. Treasury Department and the Internal Revenue Service ("Notice 2005-1"), to defer his Base Salary earned in the calendar year beginning on January 1, 2005 and/or Bonus Compensation earned in the calendar year beginning on January 1, 2004 or January 1, 2005; provided, however, that the Base Salary and/or Bonus Compensation to which such election relates has not been paid or become payable at the time of such election.

(b) Payment Elections.

(1)          Effective as of December 1, 2005, a Participant who elected in 2004 to defer Bonus Compensation earned in 2005 and payable in 2006 shall be permitted to elect by no later than December 31, 2005 to change the time and/or form of payment previously elected for such 2005 Bonus Compensation to another time and/or form of payment permitted under the Plan.

(2)          With respect to amounts previously deferred in the 409A Deferral Account, a Participant shall be permitted to make, through December 31, 2006, a re-deferral election or an election to change the time and/or form of payment, to the extent such election is permitted under the terms of the Plan; provided, however, that such election shall apply solely to amounts that would not otherwise be payable in 2006 and shall not cause any amount to be paid in 2006 that would not otherwise be payable in 2006.

(3)          Except as otherwise provided in Section 14(c)(1), payment elections pursuant to this Section 14(b) shall be deemed pursuant to Q&A 19(c) of Notice 2005-1, as amended by the preamble to the proposed Treasury Regulations under Section 409A of the Code, issued on September 29, 2005.

(c) Termination of Participation; Cancellation of Deferral Election.

(1)          Effective as of December 1, 2005, a Participant who elected in 2004 to defer Bonus Compensation earned in 2005 and payable in 2006 shall be permitted to elect by no later than December 31, 2005, in accordance with procedures established by the Administrator, to cancel, in whole or in part, his deferral election under the Plan with respect to his Bonus Compensation earned in 2005 and payable in 2006.

(2)          The Committee shall be permitted, in 2005, to the extent it deems necessary or advisable under Section 409A, to cancel any 2005 deferral election and/or terminate a Participant's participation in the Plan solely with respect to his 409A Deferral Account; provided that amounts subject to such cancellation or termination be distributed by the later of December 31, 2005 and the date on which such amounts are earned and vested.

(3)          Any termination of participation or cancellation of a deferral election pursuant to this Section 14(c) shall be deemed pursuant to Q&A 20(a) of Notice 2005-1.

(d)          General Rules. Notwithstanding anything in this Section Fourteen to the contrary:

(1)          Distribution of a Participant's 409A Deferral Account shall be made in accordance with the provisions of Section 409A of the Code and, to the extent that such payments are issued in connection with a Participant's separation from service (within the meaning of Section 409A of the Code) for any reason other than death, such payment shall be delayed for six months and one day to the extent the Administrator determines that such delay is necessary to avoid the imposition on any Participant of an additional tax or interest under Section 409A of the Code.

(2)          With respect to a Participant's 409A Deferral Account, the Retirement Committee of Wyeth shall have the unilateral right to amend or modify the Plan, any Participant elections under the Plan and the time and manner of any payment of benefits under the Plan in accordance with Section 409A of the Code, in each case, without the consent of any employee or Participant, to the extent that the Retirement Committee or the Administrator, as the case may be, deems such action to be necessary or advisable to avoid the imposition on any Participant of an additional tax or interest under Section 409A of the Code. Any determinations made by the Retirement Committee under this Section 14(d)(2) shall be final, conclusive and binding on all persons."

* * * * *

Except as set forth herein, the Plan remains in full force and effect.

EX-10.2

Amendment to the Wyeth Executive Retirement Plan

The Wyeth Executive Retirement Plan, as amended through June 16, 2004, is further amended, effective as of January 1, 2005 (unless otherwise provided), by adding the following Section Ten immediately following Section Nine.

"SECTION TEN—SECTION 409A AMENDMENTS

Notwithstanding anything in the Plan to the contrary, effective as of January 1, 2005 (unless otherwise provided), the Plan is amended as set forth in this Section Ten in order to avoid adverse or unintended tax consequences under Section 409A of the Code and the applicable rules and regulations thereunder to any Participant. Except as provided in Section 10.2(a), the provisions of this Section Ten shall apply to the portion of a Participant's benefit under the Plan that is not both earned and vested as of December 31, 2004 (the "409A Benefit"), notwithstanding any contrary provision of the Plan, and shall supersede the other provisions of the Plan to the extent necessary to eliminate inconsistencies between this Section Ten and such other provisions. References to Sections are references to sections in the Plan, unless otherwise provided.

10.1.	Payment Elections.
(a)	Retirement-Eligible Participants.

Effective as of December 1, 2005, a Participant who, as of January 1, 2006, will have attained either his Early Retirement Age or Normal Retirement Age shall be permitted, by no later than December 31, 2005, to elect the form (annuity or lump sum) and time of commencement of his 409A Benefit, including an election to transfer the 409A Benefit to the Wyeth Deferred Compensation Plan (the "DCP"); provided that such form and time of payment would be permitted under the Plan or the DCP (if transferred thereto) and such election is made on the form provided by the Committee for purposes thereof.

(b) Failure to Elect.

Effective as of December 31, 2005, a Participant described in Section 10.1(a) who does not make a payment election by December 31, 2005 shall receive his 409A Benefit in the form of a lump sum one year after the date of the Participant's separation from service pursuant to Section 409A of the Code (a "Separation from Service").

(c) Elections Permitted Under Section 409A of the Code.

Payment elections made through December 31, 2005 with respect to a 409A Benefit shall be deemed pursuant to Q&A 19(c) of Notice 2005-1 promulgated by the U.S. Treasury Department and the Internal Revenue Service.

10.2General Rules.

Notwithstanding anything in this Section Ten to the contrary:

(a) Six-Month Delay.

Distribution of a Participant's 409A Benefit shall be made in accordance with the provisions of Section 409A of the Code and, to the extent that such payments are issued in connection with a Participant's Separation from Service for any reason other than death, such payment shall be delayed for six months and one day to the extent the Committee determines that such delay is necessary to avoid the imposition on any Participant of an additional tax or interest under Section 409A of the Code.

(b) Payment of 409A Benefits.

To the extent that any Participant receives in 2005 a distribution of all, or any portion of, his 409A Benefit, such distribution shall be deemed a termination of such Participant's participation in the Plan with respect to all or such portion of the Participant's 409A Benefit in accordance with Q&A 20(a) of Notice 2005-1 promulgated by the U.S. Treasury Department and the Internal Revenue Service. For avoidance of doubt, a Participant shall be permitted in 2005, pursuant to this Section 10.2(b), to elect to receive in 2005 a distribution of the portion of his 409A Benefit attributable to bonus compensation paid in 2005.

(c) Amendments and Modifications.

With respect to a Participant's 409A Benefit, the Retirement Committee of Wyeth shall have the unilateral right to amend or modify the Plan and to amend or modify (i) any Participant elections under the Plan and (ii) the time and manner of any payment of benefits under the Plan in accordance with Section 409A of the Code, in each case, without the consent of any employee or Participant, to the extent that the Retirement Committee, as the case may be, deems such action to be necessary or advisable to avoid the imposition on any Participant of an additional tax or interest under Section 409A of the Code. Any determinations made by the Retirement Committee under this Section 10.3(c) shall be final, conclusive and binding on all persons."

* * * * *

Except as set forth herein, the Plan remains in full force and effect.

EX-10.3

Amendment to the Wyeth Supplemental Executive Retirement Plan

The Wyeth Supplemental Executive Retirement Plan, as amended through January 15, 2003, is further amended and clarified (as set forth in Section VI.B), effective as of January 1, 2005 (unless otherwise provided), by adding the following Section VI immediately following Section V thereof:

"SECTION VI—SECTION 409A AMENDMENTS

Notwithstanding anything in the Plan to the contrary, effective as of January 1, 2005 (unless otherwise provided), the Plan is amended as set forth in this Section VI in order to avoid adverse or unintended tax consequences under Section 409A of the Internal Revenue Code of 1986, as amended, and the applicable rules and regulations thereunder ("Section 409A") to any Participant. Except as provided in Section VI.B(ii), the provisions of this Section VI shall apply to the portion of a Participant's benefit under the Plan that is not both earned and vested as of December 31, 2004 (the "409A Benefit"), notwithstanding any contrary provision of the Plan, and shall supersede the other provisions of the Plan to the extent necessary to eliminate inconsistencies between this Section VI and such other provisions. References to Sections are references to sections in the Plan, unless otherwise provided.

A.	Payment Elections.
(i)	Retirement-Eligible Participants.

Effective as of December 1, 2005, a Participant who, as of January 1, 2006, will have attained either his Early Retirement Age or Normal Retirement Age shall be permitted, by no later than December 31, 2005, to elect the form (annuity or lump sum) and time of commencement of his 409A Benefit, including an election to transfer the 409A Benefit to the Wyeth Deferred Compensation Plan (the "DCP"); provided that such form and time of payment would be permitted under the Plan or the DCP (if transferred thereto) and such election is made on the form provided by the Committee for purposes thereof.

(ii)          Eligible for Vested Termination Benefit. Effective as of December 1, 2005, a Participant who (A) incurs a separation from service pursuant to Section 409A of the Code (a "Separation from Service") in 2005 after meeting the vesting requirements applicable to his 409A Benefit but before becoming eligible to receive a distribution of his 409A Benefit and (B) will become eligible to receive a distribution of his 409A Benefit in 2006 shall be permitted, by no later than December 31, 2005, to elect the form (annuity or lump sum) and time of commencement of his 409A Benefit, including an election to transfer the 409A Benefit to the DCP; provided that such form and time of payment would be permitted under the Plan or the DCP (if transferred thereto) and such election is made on the form provided by the Committee for purposes thereof.

(iii) Failure to Elect.

A Participant described in Section VI.A(i) or Section VI.A(ii) who does not make a payment election by December 31, 2005 shall receive his 409A Benefit in the form of a lump sum one year after the date of the Participant's Separation from Service.

(iv) Elections Permitted Under Section 409A of the Code.

Payment elections made through December 31, 2005 with respect to a 409A Benefit shall be deemed pursuant to Q&A 19(c) of Notice 2005-1 promulgated by the U.S. Treasury Department and the Internal Revenue Service ("Notice 2005-1").

B. Payment of Small Amounts.

Notwithstanding anything in Section VI.A to the contrary:

(i)           With respect to a Participant's 409A Benefit, pursuant to Section IV.B as in effect prior to October 3, 2004 providing that benefits under the Plan are payable under the same terms and conditions as under the Wyeth Retirement Plan, each Participant who (A) incurs a Separation from Service during a calendar year due to resignation, discharge or retirement prior to his Normal Retirement Date and (B) as of the date of such Separation from Service, has a 409A Benefit with an actuarial equivalent lump sum value that does not exceed the amount subject to mandatory distribution (of small amounts) under the Wyeth Retirement Plan, determined using the same actuarial assumptions as would be applied under the Wyeth Retirement Plan for the purpose of determining the actuarial equivalent lump sum value of Wyeth Retirement Plan benefits of the Participant as of his Separation from Service, shall receive a distribution of his entire 409A Benefit in a single lump sum as soon as practicable after his Separation from Service, but in no event later than December 31 of the calendar year in which the Separation from Service occurs or, if later, the date which is two and one-half months following the Participant's Separation from Service. Such distribution shall be (x) pursuant to the exception noted in Q&A 15(e) of Notice 2005-1 relating to plans that otherwise provided for de minimis cash out payments and (y) to the extent that the 409A Benefit is distributed on or before December 31, 2005, pursuant to Section VI.C(ii).

(ii)          With respect to the portion of a Participant's benefit under the Plan that is both earned and vested as of December 31, 2004 (the "Non-409A Benefit"), pursuant to Section IV.B as in effect prior to October 3, 2004 providing that benefits under the Plan are payable under the same terms and conditions as under the Wyeth Retirement Plan, each Participant who (A) incurs a Separation from Service during a calendar year due to resignation, discharge or retirement prior to his Normal Retirement Date and (B) as of the date of such Separation from Service, has a Non-409A Benefit with an actuarial equivalent lump sum value that does not exceed $5,000, determined using the same actuarial assumptions as would be applied under the Wyeth Retirement Plan for the purpose of determining the actuarial equivalent lump sum value of Wyeth Retirement Plan benefits of the Participant as of the date of the Separation from Service, shall receive a distribution of his Non-409A Benefit in a single lump sum as soon as practicable after his Separation from Service. For purposes of the Non-409A Benefit, the amendment, effective as of March 28, 2005, to the de minimis amount mandatory distribution provisions in the Wyeth Retirement Plan is rescinded and shall be of no force or effect with respect to a Participant's Non-409A Benefit.

C.           General Rules. Notwithstanding anything in this Section VI to the contrary:

(i) Six-Month Delay.

Distribution of a Participant's 409A Benefit shall be made in accordance with the provisions of Section 409A of the Code and, to the extent that such payments are issued in connection with a Participant's Separation from Service for any reason other than death, such payment shall be delayed for six months and one day to the extent the Retirement Committee determines that such delay is necessary to avoid the imposition on any Participant of an additional tax or interest under Section 409A of the Code.

(ii) Payment of 409A Benefits.

To the extent that any Participant receives in 2005 a distribution of all, or any portion of, his 409A Benefit, such distribution shall be deemed a termination of such Participant's participation in the Plan with respect to all or such portion of the Participant's 409A Benefit in accordance with Q&A 20(a) of Notice 2005-1. For avoidance of doubt, a participant shall be permitted in 2005, pursuant to this Section 10.2(b), to elect to receive in 2005 distribution of the portion of his 409A Benefit attributable to bonus compensation paid in 2005.

(iii) Amendments and Modifications.

With respect to a Participant's 409A Benefit, the Retirement Committee of Wyeth shall have the unilateral right to amend or modify the Plan and to amend or modify (A) any Participant elections under the Plan and (B) the time and manner of any payment of benefits under the Plan in accordance with Section 409A of the Code, in each case, without the consent of any employee or Participant, to the extent that the Retirement Committee deems such action to be necessary or advisable to avoid the imposition on any Participant of an additional tax or interest under Section 409A of the Code. Any determinations made by the Retirement Committee under this Section VI.C(iii) shall be final, conclusive and binding on all persons."

* * * * *

Except as set forth herein, the Plan remains in full force and effect.

EX-10.4

Amendment to the Wyeth Supplemental Employee Savings Plan

The Wyeth Supplemental Employee Savings Plan, as amended through January 15, 2003, is further amended and clarified (as set forth in Section VIII(2)(c) and (d)), effective as of January 1, 2005 (unless otherwise provided), by adding the following Section VIII immediately following Section VII thereof:

"VIII. SECTION 409A AMENDMENTS

Notwithstanding anything in the Plan to the contrary, effective as of January 1, 2005 (unless otherwise provided), the Plan is amended as set forth in this Section VIII in order to avoid adverse or unintended tax consequences under Section 409A of the Internal Revenue Code of 1986, as amended, and the applicable rules and regulations thereunder ("Section 409A") to any Participant. Except as provided in Section VIII(2)(d), the provisions of this Section VIII shall apply to the portion of a Participant's account under the Plan that is not both earned and vested as of December 31, 2004 (the "409A Account"), notwithstanding any contrary provision of the Plan, and shall supersede the other provisions of the Plan to the extent necessary to eliminate inconsistencies between this Section VIII and such other provisions. References to Sections are references to sections in the Plan, unless otherwise provided.

(1) Deferral Elections

Effective as of December 31, 2004, a Participant's deferral election under the Plan for a calendar year shall be the deferral election in effect as of December 31 of the preceding calendar year. If a Participant changes his deferral election during a calendar year, such election shall not be effective until January 1 of the following calendar year. Notwithstanding the foregoing, with respect to the calendar year beginning January 1, 2005, a Participant shall be permitted (a) on or prior to March 15, 2005, to make a deferral election or increase an existing deferral election under the Plan pursuant to Q&A 21 of Notice 2005-1 promulgated by the U.S. Treasury Department and the Internal Revenue Service ("Notice 2005-1"); provided, however, that the Participant's base salary to which such election relates has not been paid or become payable at the time of such election, and (b) on or prior to December 31, 2005, to cancel or reduce his deferral election pursuant to Section VIII(3)(a), in each case, in accordance with procedures established by the Plan Administrator pursuant to Q&A 20(a) of Notice 2005-1.

(2) Payments and Payment Elections

(a)          A payment election in 2005 or 2006 pursuant to Plan provisions by a Participant who incurs a separation from service within the meaning of Section 409A (a "Separation from Service") in 2005 or 2006 (i) to receive his 409A Account in a single lump sum one year after such Separation from Service or (ii) to transfer his 409A Account to the Wyeth Deferred Compensation Plan as of his Separation from Service and receive payment after one or more years in a form permitted by such plan shall be deemed pursuant to Q&A 19(c) of Notice 2005-1, as amended by the preamble to the proposed Treasury Regulations under Section 409A of the Code, issued on September 29, 2005; provided, however, that an election made in 2006 shall apply solely to amounts that would not otherwise be payable in 2006 and shall not cause an amount to be paid in 2006 that would not otherwise be paid in 2006. A Participant shall not be

permitted to receive his 409A Account in the calendar year in which he incurs a Separation from Service.

(b)          In the absence of a payment election by a Participant with respect to his 409A Account that complies with the Plan and the timing requirements of Section 409A, the Participant's 409A Account shall be distributed in a lump sum one year after the Participant's Separation from Service.

(c)          With respect to a Participant's 409A Account, pursuant to Section IV(3) as in effect prior to October 3, 2004 providing that benefits under the Plan are payable under the same terms and conditions as under the Wyeth Savings Plan, each Participant who (A) incurs a Separation from Service during a calendar year due to resignation, discharge or retirement prior to his normal retirement date (as defined in the Wyeth Retirement Plan) and (B) as of the date of such Separation from Service, has a 409A Account with a value that does not exceed the amount applicable to mandatory distribution (of small amounts) under the Wyeth Savings Plan shall receive a distribution of his entire 409A Account in a single lump sum as soon as practicable after his Separation from Service, but in no event later than December 31 of the calendar year in which the Separation from Service occurs or, if later, the date which is two and one-half months following the Participant's Separation from Service. Such distribution shall be pursuant to the exception noted in Q&A 15(e) of Notice 2005-1 relating to plans that otherwise provided for deminimis cash out payments, and, to the extent that the 409A Account is distributed on or before December 31, 2005, shall also be pursuant to Q&A 20(a) of Notice 2005-1.

(d)          With respect to the portion of a Participant's benefit under the Plan that is both earned and vested as of December 31, 2004 (the "Non-409A Account"), pursuant to Section IV(3), as in effect prior to October 3, 2004, providing that benefits under the Plan are payable under the same terms and conditions as under the Wyeth Retirement Plan, each Participant who (A) incurs a Separation from Service during a calendar year due to resignation, discharge or retirement prior to his normal retirement date (as defined in the Wyeth Retirement Plan) and (B) as of the date of such Separation from Service, has a Non-409A Account with a value that does not exceed $5,000, shall receive a distribution of his Non-409A Account in a single lump sum as soon as practicable after his Separation from Service. For purposes of the Non-409A Account, the amendment, effective as of March 28, 2005, to the de minimis amount mandatory distribution provisions in the Wyeth Savings Plan, effective as of March 28, is rescinded and shall be of no force or effect with respect to a Participant's Non-409A Account.

(3) Terminations of Participation; Cancellation of Deferral Elections

(a)          In 2005, a Participant shall be permitted, subject to the requirements of the Wyeth Deferred Compensation Plan, to prospectively elect to cancel, in whole or in part, his deferral election. An election under the Wyeth Savings Plan to receive a hardship withdrawal, which results in a suspension of deferrals under the Plan, shall be deemed to be an election pursuant to this Section 3(a).

(b)          The Committee shall be permitted, in 2005, to the extent it deems necessary or advisable under Section 409A, to cancel any 2005 deferral election and/or terminate a Participant's participation in the Plan solely with respect to his 409A Account; provided that amounts subject to such cancellation or termination are distributed by December 31, 2005.

(c)          Any termination of participation or cancellation of a deferral election pursuant to this Section VIII(3) shall be deemed to be pursuant to Q&A 20(a) of Notice 2005-1.

(4)	General Rules
(a)	Notwithstanding anything in this Section VIII to the contrary:

(i)           Distribution of a Participant's 409A Account shall be made in accordance with the provisions of Section 409A and, to the extent that such payments are issued in connection with a Participant's Separation from Service for any reason other than death, such payment shall be delayed for six months and one day to the extent the Committee determines that such delay is necessary to avoid the imposition on any Participant of an additional tax or interest under Section 409A.

(ii)          With respect to a Participant's 409A Account, the Committee shall have the unilateral right to amend or modify the Plan and to amend or modify any Participant elections under the Plan and the time and manner of any payment of benefits under the Plan in accordance with Section 409A, in each case, without the consent of any employee or Participant, to the extent that the Committee deems such action to be necessary or advisable to avoid the imposition on any Participant of an additional tax or interest under Section 409A. Any determinations made by the Retirement Committee under this Section VIII(4)(a)(ii) shall be final, conclusive and binding on all persons."

* * * * *

Except as set forth herein, the SESP remains in full force and effect.

EX-10.5

Amendment to the Wyeth Management Incentive Plan

The Wyeth Management Incentive Plan, as amended through November 20, 2003, is further amended and clarified (as set forth in Section XII(3)(a)(i)), effective as of January 1, 2005 (unless otherwise provided), by adding the following Section XII immediately following Section XI thereof:

"XII. Section 409A Amendments

Notwithstanding anything in the Plan to the contrary, effective as of January 1, 2005 (unless otherwise provided), the Plan is amended as set forth in this Section XII in order to avoid adverse or unintended tax consequences under Section 409A of the Internal Revenue Code of 1986, as amended, and the applicable rules and regulations thereunder ("Section 409A") to any Participant. The provisions of this Section XII shall apply to the entire portion of a Participant's award under the Plan, notwithstanding any contrary provision of the Plan, and shall supersede the other provisions of the Plan to the extent necessary to eliminate inconsistencies between this Section XII and such other provisions. References to Sections are references to sections in the Plan, unless otherwise provided.

(1) Payments to Participants Separating from Service in 2005

A Participant who (a) incurs a separation from service pursuant to Section 409A (a "Separation from Service") in 2005 and (b) as of December 31, 2005, has a Contingent Award Account credited with more than 4,000 shares of Company Common Stock (appropriately adjusted for stock splits or other corporate restructurings), shall be permitted to elect, by no later than December 31, 2005, the specified date on which distribution of his Contingent Award Account shall commence (the "Distribution Commencement Date"), which date shall be no earlier than the first business day of February in 2007.

(2) Payment to Participants Separating from Service in 2006 or Later

(a)          Effective as of January 1, 2006, a Participant who will (i) incur a Separation from Service on or after January 1, 2006 and (ii) as of December 31 of the calendar year in which such Separation from Service occurs, has a Contingent Award Account credited with more than 4,000 shares of Company Common Stock (appropriately adjusted for stock splits or other corporate restructurings), shall be permitted to elect, by no later than December 31, 2006, the form of payment of his Contingent Award Account (five or ten annual installments) and a Distribution Commencement Date that is no earlier than the first business day of February of the year following the year in which the Separation from Service occurs; provided, however, that a Participant who incurs a Separation from Service in 2006 and does not make an election pursuant to this Section XII(2)(a) by January 31, 2006 shall not be permitted to elect a Distribution Commencement Date that is earlier than the first business day of February in 2008.

(b)          Effective as of January 1, 2006, the Contingent Award Account of a Participant described in Section XII(2)(a) who satisfies the requirements described in Section VI(4), but who does not make an election in accordance with Section XII(2)(a), shall be distributed to such Participant in five approximately equal annual installments, commencing on the first business day of February (i) in 2008, if the Separation from Service is in 2006, and (ii)

in the calendar year following the end of the calendar year in which the Participant's Separation from Service occurs, if the Separation from Service occurs on or after January 1, 2007.

(3) General Rules

(a) Notwithstanding anything in this Section XII to the contrary:

(i)           Installment payments (subsequent to the first installment payment to a Participant) shall be issued on the anniversary of the Participant's Distribution Commencement Date in each of the four or nine (as the case may be) subsequent calendar years.

(ii)          All Participant elections made through December 31, 2006 regarding distribution of the Contingent Award Account shall be deemed pursuant to Q&A 19(c) of Notice 2005-1 promulgated by the U.S. Treasury Department and the Internal Revenue Service, as amended by the preamble to the proposed Treasury Regulations under Section 409A of the Code, issued on September 29, 2005.

(iii)        To the extent that any Participant receives in 2005 a distribution of all, or any portion of, his Contingent Award Account, such distribution shall be deemed a termination of such Participant's participation in the Plan with respect to all or such portion of the Participant's Contingent Award Account, in accordance with Q&A 20(a) of Notice 2005-1 promulgated by the U.S. Treasury Department and the Internal Revenue Service.

(iv)         Distribution of a Participant's Contingent Award Account shall be made in accordance with the provisions of Section 409A and, to the extent that such payments are issued in connection with a Participant's Separation from Service for any reason other than death, such payment shall be delayed for six months and one day to the extent the Committee determines that such delay is necessary to avoid the imposition on any Participant of an additional tax or interest under Section 409A.

(v)          With respect to a Participant's Contingent Award Account, the Retirement Committee of Wyeth shall have the unilateral right to amend or modify the Plan and to amend or modify (A) any Participant elections under the Plan and (B) the time and manner of any payment of benefits under the Plan in accordance with Section 409A, in each case, without the consent of any employee or Participant, to the extent that the Retirement Committee deems such action to be necessary or advisable to avoid the imposition on any Participant of an additional tax or interest under Section 409A. Any determinations made by the Retirement Committee under this Section XII(3)(v) shall be final, conclusive and binding on all persons."

* * * * *

Except as set forth herein, the Plan remains in full force and effect.

EX-10.6

Amendment to the Wyeth Directors' Deferral Plan

The Wyeth Directors' Deferral Plan, as amended through November 20, 2003, is further amended, effective as of January 1, 2005 (unless otherwise provided), by adding the following Section 15 immediately following Section 14:

"SECTION 15. SECTION 409A AMENDMENTS

Notwithstanding anything in the Plan to the contrary, effective as of January 1, 2005 (unless otherwise provided), the Plan is amended as set forth in this Section 15 in order to avoid adverse or unintended tax consequences under Section 409A of the Internal Revenue Code of 1986, as amended, and the applicable rules and regulations thereunder ("Section 409A") to any Participant. The provisions of this Section 15 shall apply to the portion of a Participant's Deferred Amount that is not both earned and vested as of December 31, 2004 (the "409A Deferred Amount"), notwithstanding any contrary provision of the Plan, and shall supersede the other provisions of the Plan to the extent necessary to eliminate inconsistencies between this Section 15 and such other provisions. References to Sections are references to sections in the Plan, unless otherwise provided.

15.1.      Payments. To the extent that any Participant receives in 2005 a distribution of all or any portion of his 409A Deferred Amount, such distribution shall be deemed a termination of such Participant's participation in the Plan with respect to all or such portion of the Participant's 409A Deferred Amount in accordance with Q&A 20(a) of Notice 2005-1.

15.2.      Amendments and Modifications. With respect to a Participant's 409A Deferred Amount, the Retirement Committee of Wyeth shall have the unilateral right to amend or modify the Plan and to amend or modify (i) any Participant elections under the Plan and (ii) the time and manner of any payment of benefits under the Plan in accordance with Section 409A, in each case, without the consent of any employee or Participant, to the extent that the Retirement Committee deems such action to be necessary or advisable to avoid the imposition on any Participant of an additional tax or interest under Section 409A. Any determinations made by the Retirement Committee under this Section 15.3 shall be final, conclusive and binding on all persons."

* * * * *

Except as set forth herein, the Plan remains in full force and effect.

Amendment to the Wyeth 1994 Restricted Stock Plan for Non-Employee Directors

The Wyeth 1994 Restricted Stock Plan for Non-Employee Directors, as amended through November 20, 2003, is further amended, effective as of January 1, 2005 (unless otherwise provided), by adding the following Section 12 immediately following Section 11:

"SECTION 12. Section 409A Amendments

Notwithstanding anything in the Plan to the contrary, effective as of January 1, 2005 (unless otherwise provided), the Plan is amended as set forth in this Section 12 in order to avoid adverse or unintended tax consequences under Section 409A of the Internal Revenue Code of 1986, as amended, and the applicable rules and regulations thereunder ("Section 409A") to any Participant. The provisions of this Section 12 shall apply to the portion of a Participant's Restricted Stock that is not both earned and vested as of December 31, 2004 (the "409A Stock"), notwithstanding any contrary provision of the Plan, and shall supersede the other provisions of the Plan to the extent necessary to eliminate inconsistencies between this Section 12 and such other provisions. References to Sections are references to sections in the Plan, unless otherwise provided.

(a)          Payments. To the extent that any Participant receives in 2005 a distribution of all or any portion of his 409A Stock, such distribution shall be deemed a termination of such Participant's participation in the Plan with respect to all or such portion of the Participant's 409A Stock in accordance with Q&A 20(a) of Notice 2005-1.

(b)          Amendments and Modifications. With respect to a Participant's 409A Stock, the Retirement Committee of Wyeth shall have the unilateral right to amend or modify the Plan and to amend or modify (i) any Participant elections under the Plan and (ii) the time and manner of any payment of benefits under the Plan in accordance with Section 409A, in each case, without the consent of any employee or Participant, to the extent that the Retirement Committee deems such action to be necessary or advisable to avoid the imposition on any Participant of an additional tax or interest under Section 409A. Any determinations made by the Retirement Committee under this Section 12(c) shall be final, conclusive and binding on all persons."

* * * * *

Except as set forth herein, the Plan remains in full force and effect.

EX-10.7

Amendment to the Wyeth 1994 Restricted Stock Plan for Non-Employee Directors

The Wyeth 1994 Restricted Stock Plan for Non-Employee Directors, as amended through November 20, 2003, is further amended, effective as of January 1, 2005 (unless otherwise provided), by adding the following Section 12 immediately following Section 11:

"SECTION 12. Section 409A Amendments

Notwithstanding anything in the Plan to the contrary, effective as of January 1, 2005 (unless otherwise provided), the Plan is amended as set forth in this Section 12 in order to avoid adverse or unintended tax consequences under Section 409A of the Internal Revenue Code of 1986, as amended, and the applicable rules and regulations thereunder ("Section 409A") to any Participant. The provisions of this Section 12 shall apply to the portion of a Participant's Restricted Stock that is not both earned and vested as of December 31, 2004 (the "409A Stock"), notwithstanding any contrary provision of the Plan, and shall supersede the other provisions of the Plan to the extent necessary to eliminate inconsistencies between this Section 12 and such other provisions. References to Sections are references to sections in the Plan, unless otherwise provided.

(a)          Payments. To the extent that any Participant receives in 2005 a distribution of all or any portion of his 409A Stock, such distribution shall be deemed a termination of such Participant's participation in the Plan with respect to all or such portion of the Participant's 409A Stock in accordance with Q&A 20(a) of Notice 2005-1.

(b)          Amendments and Modifications. With respect to a Participant's 409A Stock, the Retirement Committee of Wyeth shall have the unilateral right to amend or modify the Plan and to amend or modify (i) any Participant elections under the Plan and (ii) the time and manner of any payment of benefits under the Plan in accordance with Section 409A, in each case, without the consent of any employee or Participant, to the extent that the Retirement Committee deems such action to be necessary or advisable to avoid the imposition on any Participant of an additional tax or interest under Section 409A. Any determinations made by the Retirement Committee under this Section 12(c) shall be final, conclusive and binding on all persons."

* * * * *

Except as set forth herein, the Plan remains in full force and effect.