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): April 27, 2006

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

Adoption of 2006 Non-Employee Director Stock Incentive Plan

On April 27, 2006, Wyeth stockholders approved the 2006 Non-Employee Director Stock Incentive Plan, as adopted by the Board of Directors on January 27, 2006 (the “2006 Directors Plan”). The 2006 Directors Plan provides for Wyeth to automatically grant stock options and deferred stock units to members of the Board who are not employees of the Company or any of its subsidiaries or affiliates. Commencing in 2006, the 2006 Directors Plan provides, unless the Compensation and Benefits Committee of the Board of Directors (the “Committee”) determines otherwise, for automatic annual grants of 1,200 deferred stock units and 3,500 stock options to each non-employee director coincident with our Annual Meeting of Stockholders in accordance with the terms and conditions described in the 2006 Directors Plan. The total number of shares authorized for grants of awards under the 2006 Directors Plan is 300,000, including a maximum of 75,000 shares that may be issued pursuant to deferred stock units (although shares subject to stock options or deferred stock units forfeited to Wyeth may be reused). Accordingly, on April 27, 2006, each of our non-employee directors was granted 3,500 stock options with an exercise price of $48.22 (the fair market value price on the date of grant) and 1,200 deferred stock units, each in accordance with the terms and conditions described in the 2006 Directors Plan.

Reference is made to the proxy statement for Wyeth’s 2006 Annual Meeting of Stockholders for a more complete description of the 2006 Directors Plan and of the terms and conditions of the annual award of stock options and deferred stock units. The descriptions of the 2006 Directors Plan contained herein and in the proxy statement are qualified in their entirety by the text of the 2006 Directors Plan, which is filed as an exhibit to this report.

Base Salary Adjustments

On April 27, 2006, the Committee recommended and the Board of Directors approved, base salary increases for each of Bernard J. Poussot and Kenneth J. Martin. Effective with his promotion to President and Vice Chairman on April 27, 2006, Mr. Poussot’s base salary has been increased to $1,010,000. Effective with his promotion to Chief Financial Officer and Vice Chairman on April 27, 2006, Mr. Martin’s base salary has been increased to $800,000.

Stock Option Grants

On April 27, 2006, the Committee granted non-qualified stock options to, among other officers and employees, the executive officers named in Wyeth’s 2006 proxy statement (the “Named Executive Officers”) that will vest subject to the executive’s continued employment in one third increments over three years, with a ten-year term. The exercise price for these options is $48.22 (the fair market value on the date of grant). Individual grants to the Named Executive Officers were as follows:

Name	Number of Securities Underlying Options Granted (#)
Robert Essner Chairman and Chief Executive Officer	410,000
Bernard J. Poussot President and Vice Chairman	180,000
Kenneth J. Martin Chief Financial Officer and Vice Chairman	150,000
Robert R. Ruffolo, Jr. Senior Vice President	110,000
Joseph M. Mahady Senior Vice President	103,000

Performance Share Awards

On April 27, 2006, the Committee made grants of performance share awards (as described below) to, among other officers and employees, the Named Executive Officers as follows:

Name	Performance Share Awards (Target Amount in Units)
Robert Essner	170,000
Bernard J. Poussot	80,000
Kenneth J. Martin	65,000
Robert R. Ruffolo, Jr.	41,000
Joseph M. Mahady	38,000

These performance share awards are composed of a target amount of units that may convert into a number of shares of common stock (one share per unit at target) based upon Wyeth’s performance in 2008 versus an earnings per share (“EPS”) target to be set by the Committee for the 2008 performance year and our total shareholder return (“TSR”) ranking when compared to a group of peer companies for the period January 1, 2006 through December 31, 2008. Before March 1, 2008, the Committee will adopt a performance graph setting an EPS target for the 2008 performance year. In early 2009, the Committee will use the actual EPS achieved for 2008 to determine the percentage of the target awards that has been earned (which will range from 0% to 200% of the target). This percentage will then be subject to modification based upon where our TSR for the period January 1, 2006 through December 31, 2008 ranks when compared to that of the seven peer companies listed in Wyeth’s 2006 proxy statement (this group may be amended in the Committee’s discretion due to mergers, consolidations or other appropriate circumstances). If our TSR ranks in the top two when compared

to that of our peer group (i.e. 1st or 2nd of the 8 companies including Wyeth) then the percentage of target earned based on 2008 EPS achievement will be increased by 25 percentage points (but in no event higher than 200% of target). Conversely, if our TSR ranks in the bottom two when compared to our peer group (i.e. 7th or 8th of the 8 companies) the percentage of target earned based on 2008 EPS achievement will be decreased by 25 percentage points. However, if our TSR rank is among the bottom two when compared to our peer group, but our EPS achievement for 2008 would have resulted in earning between 150% and 200% of the target award absent the TSR modifier, the percentage earned will be decreased on a sliding scale between 25 and 50 percentage points. If our TSR rank is in the middle four when compared to our peer group, no modification to the percentage of the target award earned based upon 2008 EPS achievement will be applied.

Following the Committee’s determination of our 2008 EPS achievement and the application of the TSR modifier, if any, in early 2009, the applicable percentage of units will be converted to shares of common stock. The Committee retains discretion with respect to setting and applying the EPS target and TSR modifier. If a recipient’s employment terminates prior to conversion of the units for any reason other than death, disability or retirement (in which events the units will be converted based upon satisfaction of the above referenced performance criteria) the recipient will forfeit the award. The Named Executive Officers have the option to defer receipt of the common stock underlying performance share awards, if earned, whereupon they would be held in Wyeth’s restricted stock trust, until death, disability, retirement or some later predetermined date. The shares held under the restricted stock trust are subject to the claims of Wyeth’s general creditors under federal and state law in the event of Wyeth’s insolvency.

Forms of Agreements Adopted

On April 27, 2006, the Committee adopted forms of agreements used to grant (i) stock options to non-employee directors in accordance with the terms described above, (ii) deferred stock unit awards to non-employee directors in accordance with the terms described above, (iii) restricted stock unit awards subject to three year cliff vesting (with optional deferral) to two executive officers (who are not Named Executive Officers), which form has been updated to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and (iv) performance share awards in accordance with the terms described above. Similarly, on April 27, 2006, the Committee adopted new performance share award agreements designed to comply with Section 409A of the Code that will replace the existing agreements for performance share awards made in 2005.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

10.1	2006 Non-Employee Director Stock Incentive Plan, as adopted by stockholders
10.2	Form of Stock Option Award Agreement under 2006 Non-Employee Director Stock Incentive Plan
10.3	Form of Deferred Stock Unit Award Agreement under 2006 Non-Employee Director Stock Incentive Plan
10.4	Form of Restricted Stock Unit Award Agreement (3 year cliff vesting)
10.5	Form of Performance Share Award Agreement
10.6	Form of Performance Share Award Agreement (Replacement for outstanding 2005 awards)

SIGNATURES

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: May 1, 2006	WYETH
	By:	/s/ Kenneth J. Martin
	Name:	Kenneth J. Martin
	Title:	Executive Vice President and Chief Financial Officer

EXHIBITS

Exhibit Number	Description
10.1	2006 Non-Employee Director Stock Incentive Plan, as adopted by stockholders
10.2	Form of Stock Option Award Agreement under 2006 Non-Employee Director Stock Incentive Plan
10.3	Form of Deferred Stock Unit Award Agreement under 2006 Non-Employee Director Stock Incentive Plan
10.4	Form of Restricted Stock Unit Award Agreement (3 year cliff vesting)
10.5	Form of Performance Share Award Agreement
10.6	Form of Performance Share Award Agreement (Replacement for outstanding 2005 awards)

EX-10.1

Exhibit 10.1

WYETH

2006 NON-EMPLOYEE DIRECTOR STOCK INCENTIVE PLAN

1. Purpose.

The purpose of the Plan is to provide a means through which the Company may attract able persons to become and remain Non-Employee Directors of the Company and to provide a means whereby Non-Employee Directors of the Company can acquire and retain Stock ownership, thereby strengthening their commitment to the welfare of the Company and promoting an identity of interest between stockholders and such Non-Employee Directors.

2. Definitions.

The following definitions shall be applicable throughout the Plan.

(a)     “Annual Meeting” shall mean the annual meeting of the Company’s stockholders.

(b)     “Award” means, individually or collectively, any Option or Deferred Stock Unit Award.

(c)     “Award Agreement” means the agreement between the Company and a Participant who has been granted an Option or Deferred Stock Unit Award which defines the rights and obligations of the parties.

(d)     “Board” means the Board of Directors of the Company.

(e)     “Board Membership” means the period of time during which a Director serves on the Board.

(f)     “Change in Control” means (i) any “person” (as that term is used in Sections 13 and 14(d)(2) of the Exchange Act) other than a Permitted Holder (as defined below) who is or becomes the beneficial owner (as that term is used in Section 13(d) of the Exchange Act), directly or indirectly, of 50% or more of either the outstanding shares of Stock or the combined voting power of the Company’s then outstanding voting securities entitled to vote generally, (ii) during any period of two consecutive years, individuals who constitute the Board at the beginning of such period cease for any reason to constitute at least a majority thereof, unless the election or the nomination for election by the Company’s stockholders of each new director was approved by a vote of at least three-quarters of the directors then still in office who were directors at the beginning of the period or (iii) the Company undergoes a liquidation or dissolution or a sale of all or substantially all of the assets of the Company. No merger, consolidation or corporate reorganization in which the owners of the combined voting power of the Company’s then outstanding voting securities entitled to vote generally prior to said combination, own 50% or more of the resulting entity’s outstanding voting securities shall, by itself, be considered a Change in Control. As used herein, “Permitted Holder” means (i) the Company, (ii) any corporation, partnership, trust or other entity controlled by the

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Company and (iii) any employee benefit plan (or related trust) sponsored or maintained by the Company or any such controlled entity.

(g)     “Code” means the Internal Revenue Code of 1986, as amended from time to time, including regulations thereunder and successor provisions and regulations thereto.

(h)     “Committee” means the Compensation and Benefits Committee of the Board and any successor thereto.

(i)     “Company” means Wyeth, a Delaware corporation.

(j)     “Date of Grant” means the date on which an Award is granted to a Participant under the Plan.

(k)     “Default Election” shall have the meaning attributed thereto in Section 8(d)(ii)

(l)     “Deferred Stock Account” means an account established by the Trustee to hold the shares of Stock attributable to each Participant receiving a Deferred Stock Unit Award.

(m)     “Deferred Unit Account” means a bookkeeping account established and maintained by the Company in the name of each Participant who receives a Deferred Stock Unit Award.

(n)     “Deferred Stock Unit” means a hypothetical investment representing one share of Stock granted in connection with a Deferred Stock Unit Award pursuant to Section 8 of the Plan.

(o)     “Deferred Stock Unit Award” shall mean the Deferred Stock Unit Award granted to a Participant in accordance with Section 8 of the Plan.

(p)     “Director” means any member of the Board.

(q)     “Disability” means a medically determinable physical or mental impairment which renders a Participant substantially unable to function as a Director, as determined in the sole discretion of the Committee.

(r)     “Distribution Election Form” shall mean the election form filed by a Non-Employee Director with the Company indicating whether such Non-Employee Director’s Deferred Stock Unit Awards will be distributed in a lump sum or in a series of 2 to 10 substantially equal annual installments.

(s)     “Distribution Election Modification Form” shall mean the election form filed by a Non-Employee Director with the Company indicating a change in the form of distribution of such Non-Employee Director’s future Deferred Stock Unit Awards.

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(t)     “Dividend Equivalents” means an amount equal to the cash dividends otherwise payable by the Company upon each share of Stock credited to a Participant’s Deferred Stock Account.

(u)     “Exchange Act” means the Securities Exchange Act of 1934.

(v)     “Fair Market Value” on a given date means (i) if the Stock is listed on a national securities exchange, the mean between the highest and lowest sale prices reported as having occurred on the primary exchange with which the Stock is listed and traded on such date, or, if there is no such sale on that date, then on the last preceding date on which such a sale was reported; (ii) if the Stock is not listed on any national securities exchange but is quoted in the National Market System of the National Association of Securities Dealers Automated Quotation System on a last sale basis, the average between the high bid price and low ask price reported on such date, or, if there is no such sale on that date, then on the last preceding date on which a sale was reported; or (iii) if the Stock is not listed on a national securities exchange nor quoted in the National Market System of the National Association of Securities Dealers Automated Quotation System on a last sale basis, the amount determined by the Committee to be the fair market value based upon a good faith attempt to value the Stock accurately and computed in accordance with applicable regulations of the Internal Revenue Service.

(w)     “Initial Election” shall have the meaning attributed thereto in Section 8(d)(i).

(x)     “Non-Employee Director” means a Director who is not also a current employee of the Company or any of its subsidiaries or affiliates.

(y)     “Option” means an option to purchase Stock.

(z)     “Option Period” means the period during which an Option remains outstanding and following which the Option will expire, subject to early expiration upon a termination of a Participant’s Board Membership as provided herein.

(aa)     “Option Price” means the per-share exercise price set for an Option as reflected in the applicable Award Agreement.

(bb)     “Participant” means each Non-Employee Director to whom an Award has been granted under the Plan.

(cc)     “Plan” means the Company’s 2006 Non-Employee Director Stock Incentive Plan.

(dd)     “Section 402 of SOX” shall have the meaning attributed thereto in Section 7(e).

(ee)     “Section 409A” means Section 409A of the Code.

(ff)     “Securities Act” means the Securities Act of 1933, as amended.

(gg)     “Stock” means the common stock par value $0.33 1/3 per share, of the Company.

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(hh)     “Trust” shall mean the grantor trust established by the Company to hold the shares of Stock attributable to Participants receiving Deferred Stock Unit Awards.

(ii)     “Trustee” shall mean the trustee of the Trust.

(jj)     “Unforeseeable Emergency” shall have the meaning set forth in Section 409A(a)(2)(B)(ii) of the Code.

3. Effective Date and Stockholder Approval.

The Plan shall be submitted to the stockholders of the Company for their approval at the Annual Meeting of Stockholders to be held on April 27, 2006. The Plan shall become effective upon the affirmative vote of the holders of a majority of the shares of Stock present, or represented, and entitled to vote at the meeting.

4. Administration.

The Committee shall administer the Plan. The majority of the members of the Committee shall constitute a quorum. The acts of a majority of the members present at any meeting at which a quorum is present or acts approved in writing by a majority of the Committee shall be deemed the acts of the Committee. Subject to the provisions of the Plan, the Committee shall have exclusive power to (i) grant discretionary Awards under the Plan, (ii) determine the nature and extent of the Awards to be made to each Non-Employee Director, (iii) determine the time or times when Awards will be made to Non-Employee Directors, (iv) determine the conditions to which the payment of Awards may be subject, (v) change the number, type and terms of the Awards granted under the Plan, (vi) prescribe the form or forms of Award Agreements, and (vii) cause records to be established in which there shall be entered, from time to time as Awards are made to Participants, the date of each Award, the number of Options and Deferred Stock Units awarded by the Committee to each Participant, and the expiration date.

The Committee shall have the authority, subject to the provisions of the Plan, to establish, adopt, and revise such rules and regulations and to make all such determinations relating to the Plan as it may deem necessary or advisable for the administration of the Plan. The Committee shall also have the authority to construe and interpret the Plan and all Awards and Award Agreements issued pursuant to the Plan and to correct any defects, supply any omissions and/or reconcile any inconsistencies therein. The Committee’s interpretation of the Plan or any documents evidencing Awards granted pursuant thereto and all decisions and determinations by the Committee with respect to the Plan shall be final, binding, and conclusive on all parties.

5. Shares Subject to the Plan.

Unless otherwise determined by the Committee, Options and Deferred Stock Unit Awards shall be automatically granted to Non-Employee Directors pursuant to the formulas set forth in Sections 7 and 8; provided, however, that:

(a)     Subject to Section 11, the maximum number of shares of Stock that may be issued pursuant to all Awards under the Plan shall be 300,000; provided, however, that the

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maximum number of shares of Stock that may be issued pursuant to Deferred Stock Unit Awards shall be 75,000.

(b)     The Committee may adopt reasonable counting procedures to ensure appropriate counting and make adjustments if the number of shares of Stock actually delivered differs from the number of shares previously counted in connection with an Award. To the extent that an Award expires or is canceled, forfeited, settled in cash or otherwise terminated or concluded without a delivery to the Participant of the full number of shares to which the Award related, the undelivered shares will again be available for Awards under the Plan; and

(c)     Stock delivered by the Company in settlement of Awards under the Plan may be authorized and unissued Stock or Stock held in the treasury of the Company or may be purchased on the open market or by private purchase.

6. Eligibility.

Participation in the Plan shall be limited to Non-Employee Directors.

7. Annual Option Awards.

(a)     Automatic Grant. Unless otherwise determined by the Committee, on the date of each Annual Meeting, each Non-Employee Director who is newly elected as a Non-Employee Director or who was previously so elected and continues as a Non-Employee Director immediately following such Annual Meeting shall automatically be granted, without further action by the Board or the Committee, an Option to purchase 3,500 shares of Stock.

(b)     Option Price. Options shall have an Option Price equal to the Fair Market Value of a share of Stock on the Date of Grant.

(c)     Option Period. Unless otherwise determined by the Committee, the Option Period of each Option, after which each such Option shall expire, shall be ten (10) years from the Date of Grant.

(d)     Vesting of Options. Unless otherwise determined by the Committee and subject to early expiration upon termination of a Participant’s Board Membership or accelerated vesting, as provided herein, each Option shall become fully vested and exercisable on the earlier of (i) the day immediately prior to the next Annual Meeting or (ii) the date that is twelve (12) months from the Date of Grant; provided, however, that no Options shall become vested and exercisable prior to the date upon which a Participant has completed two years of continuous Board Membership. For purposes of this Plan, a Non-Employee Director will be deemed to have completed two years of continuous Board Membership on the date immediately prior to the second anniversary of such Non-Employee Director’s date of election to the Board. Notwithstanding any vesting schedule established for any Option, the Committee may, in its sole discretion, accelerate the exercisability of any Option. If an Option is exercisable in installments, such installments or portions thereof which become exercisable shall remain exercisable until

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the Option expires either at the end of the Option Period or earlier upon termination of a Participant’s Board Membership, as provided herein.

(e)     Manner of Exercise and Form of Payment. Options which have become exercisable may be exercised by delivery of a written notice of exercise to the Company accompanied by payment of the Option Price covering the shares of Stock with respect to which the exercise relates. The Option Price may be payable in cash and/or by delivery of shares of Stock having a Fair Market Value on the day prior to the date the Option is exercised equal to the Option Price multiplied by the number of shares subject to exercise or, in the discretion of the Committee, either (i) by delivery to the Company of a copy of irrevocable instructions to a stockbroker to deliver promptly to the Company an amount of sale or loan proceeds sufficient to pay the Option Price multiplied by the number of shares subject to exercise, (ii) by delivery of a notice of “net exercise” to the Company, pursuant to which the Participant shall receive the number of shares of Stock subject to exercise reduced by the number of shares of Stock equal to the aggregate exercise price for such shares divided by the Fair Market Value on the date prior to such exercise; or (iii) by any other means approved by the Committee. Anything herein to the contrary notwithstanding, the Company shall not directly or indirectly extend or maintain credit, or arrange for the extension of credit, in the form of a personal loan to or for any Non-Employee Director through the Plan in violation of Section 402 of the Sarbanes-Oxley Act of 2002 (“Section 402 of SOX”), and to the extent that any form of payment would, upon the advice of the Company’s counsel, result in a violation of Section 402 of SOX, such form of payment shall not be available.

(f)     Termination of a Participant’s Board Membership. Unless otherwise determined by the Committee, the termination of a Participant’s Board Membership shall have the following consequences to outstanding Options.

(i)     If a Participant’s Board Membership is terminated by reason of the Participant’s death or Disability, and such Participant has completed at least two years of continuous Board Membership, any outstanding Options held by such Participant which are not vested and exercisable on the date of such termination shall become immediately vested and exercisable and all outstanding Options held by such Participant shall remain exercisable until the earlier of (x) the third anniversary of the date of termination, or (y) the expiration of the Option Period.

(ii)     If a Participant’s Board Membership is terminated for any other reason other than death or Disability, any unvested Options then held by such Participant shall expire immediately upon such termination and any vested Options then held by such Participant shall remain exercisable until the earlier of (x) the third anniversary of the date of termination, or (y) the expiration of the Option Period.

(g)     Award Agreement. Each Option shall be evidenced by an Award Agreement, which shall contain such provisions as may be determined by the Committee.

(h)     Amendment or Cancellation of Option Award Formula. Notwithstanding anything herein to the contrary, the Committee may, at any time and from time to time in

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its sole discretion, terminate or amend the automatic Option Award to Non-Employee Directors set forth in this Section 7, by increasing or decreasing the number of shares of Stock subject to the formula or substituting an alternate formula or a different Award on different terms, including different or no vesting conditions.

8. Annual Deferred Stock Unit Awards

(a)     Automatic Grant. Unless otherwise determined by the Committee, on the date of each Annual Meeting, each Non-Employee Director who is newly elected as a Non-Employee Director or who was previously so elected and continues as a Non-Employee Director immediately following such Annual Meeting shall automatically be granted, without further action by the Board or the Committee, an Award of 1,200 Deferred Stock Units.

(b)     Establishment of Deferred Unit Account. Unless otherwise determined by the Committee, on the Date of Grant of each Deferred Stock Unit Award to a Participant, the Company shall establish a Deferred Unit Account for each new Participant receiving such Award and credit to each such newly established or previously established Deferred Unit Account for each such Participant the number of Deferred Stock Units attributable to each such Award.

(c)     Contribution of Stock to Trust. Unless otherwise determined by the Committee, on the Date of Grant of each Deferred Stock Unit Award, the Company shall contribute to the Trust for the benefit of each Participant receiving such Award a number of shares of Stock equal to the number of Deferred Stock Units granted to each such Participant pursuant to each such Award and shall instruct the Trustee or applicable record keeper to establish a Deferred Stock Account for each such new Participant and to allocate to each such newly established or previously established Deferred Stock Account for each such Participant the number of shares of Stock attributable to such Award. Each Participant with respect to whom a Deferred Stock Account has been established shall have the voting power to direct the trustee with respect to the voting of Stock allocated to such Deferred Stock Account. The trustee shall not have discretion to vote the Stock held in the Trust unless instructed to do so by the Participant to whose account the Stock has been allocated. Stock held in Deferred Stock Accounts (including, without limitation, Dividend Equivalents) shall be subject to forfeiture and returned to the Company to the same extent that the corresponding Deferred Stock Unit Award is subject to forfeiture. Upon forfeiture of all or a portion of any Deferred Stock Unit Award, the corresponding number of shares of Stock held in a Deferred Stock Account shall be forfeited and returned to the Company. Each Deferred Stock Account shall be maintained under the Trust for each Participant with respect to whom a Deferred Stock Account has been established until the distribution and/or forfeiture of all shares of Stock allocated to such Deferred Stock Account.

(d)     Form of Distribution Election.

(i)     Initial Elections. Within thirty (30) days following the date of (A) the 2006 Annual Meeting, and (B) any subsequent Annual Meeting at which a

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newly-elected Non-Employee Director receives an initial Deferred Stock Unit Award (whether such Non-Employee Director was newly-elected at the Annual Meeting or prior to the Annual Meeting), each Non-Employee Director receiving an initial Deferred Stock Unit Award hereunder must file a Distribution Election Form, a form of which is attached hereto as Exhibit A, with the Company indicating whether the distribution of such Award is to be made in a lump sum or in a series of 2 to 10 substantially equal annual installments following the termination of such Non-Employee Director’s Board Membership (the “Initial Election”).

(ii)     Default Election. In the event that any Non-Employee Director fails to file a timely Distribution Election Form with respect to a Deferred Stock Unit Award, such Deferred Stock Unit Award will be distributed to the Non-Employee Director in a lump sum following the termination of such Non-Employee Director’s Board Membership (the “Default Election”).

(iii)     Change in Form of Distribution. The Initial Election (or the Default Election, if applicable), for each Non-Employee Director shall be a standing election and shall apply to the initial Deferred Stock Unit Award for such Non-Employee Director and, unless such election is changed, to all of the Non-Employee Director’s subsequent annual Deferred Stock Unit Awards. A Non-Employee Director may elect to change the form of payment for any future Deferred Stock Unit Award by filing a Distribution Election Modification Form, a form of which is attached hereto as Exhibit B, with the Company no later than December 31, or such earlier date prescribed by the Committee, of the year prior to the year in which the Deferred Stock Unit Award with respect to which the change will be effective is to be granted. Any such Distribution Election Modification Form shall apply to all of the Non-Employee Director’s subsequent Deferred Stock Unit Awards, unless and until a new Distribution Election Modification Form is filed with the Company.

(e)     Vesting. Subject to forfeiture upon termination of a Participant’s Board Membership or accelerated vesting, as provided herein, and unless otherwise determined by the Committee,

(i)     Awards Granted at 2006 Annual Meeting. Each Deferred Stock Unit Award granted to a Non-Employee Director at the 2006 Annual Meeting shall become fully vested and no longer subject to forfeiture on the date that is twelve (12) months and thirty (30) days from the Date of Grant; provided, however, that no Deferred Stock Unit Award shall become vested prior to the date upon which a Non-Employee Director has completed two years of continuous Board Membership;

(ii)     Awards Granted to Newly-Elected Non-Employee Directors. Each initial Deferred Stock Unit Award granted to a Non-Employee Director who is newly-elected to the Board after the 2006 Annual Meeting shall become fully vested and no longer subject to forfeiture on the date that is twelve (12) months and thirty (30) days from the Date of Grant; provided, however, that no Deferred

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Stock Unit Award shall become vested prior to the date upon which a Non-Employee Director has completed two years of continuous Board Membership; and

(iii)     Awards Granted to Non-Employee Directors Who Are Not Newly-Elected to the Board. Except as provided in Section 8(e)(i), each Deferred Stock Unit Award granted to a Non-Employee Director who is not newly-elected to the Board shall become fully vested and no longer subject to forfeiture on the earlier of (x) the date that is twelve (12) months from the Date of Grant or (y) the day immediately prior to the next Annual Meeting; provided, however, that no Deferred Stock Unit Award shall become vested prior to the date upon which a Non-Employee Director has completed two years of continuous Board Membership.

Notwithstanding any vesting schedule established for any Deferred Stock Unit Award, the Committee may, in its sole discretion, accelerate the vesting of any Deferred Stock Unit Award and cause the forfeiture restrictions with respect to such Award to lapse; provided, however, that the Committee may not accelerate the vesting of any initial Deferred Stock Unit Award (otherwise subject to vesting on the date that is twelve (12) months and thirty (30) days from the Date of Grant), if such acceleration would result in an impermissible distribution under Section 409A.

(f)     Dividend Equivalents. Unless otherwise determined by the Committee, the Company shall withhold cash dividends payable on the shares of Stock held in the Trust and, on each date that cash dividends are otherwise payable to the holders of Stock, the Company shall credit the Dividend Equivalents to each Participant’s Deferred Unit Account. On each date that the Dividend Equivalents in any Deferred Unit Account equal the value of a full share of Stock, the Company shall deduct such value from such Deferred Unit Account and contribute one share of Stock to the Participant’s Deferred Stock Account in the Trust. Dividend Equivalents and shares of Stock attributable to Dividend Equivalents shall be subject to forfeiture in the same manner as the Deferred Stock Unit Awards with respect to which such Dividend Equivalents are attributable.

(g)     Accelerated Vesting and Forfeiture of Deferred Stock Unit Awards upon the Termination of a Participant’s Board Membership. Unless otherwise determined by the Committee, (i) in the event of the termination of a Participant’s Board Membership on account of such Participant’s death or Disability and such Participant has completed at least two years of continuous Board Membership, all unvested Deferred Stock Units held by such Participant as of such termination date shall immediately become fully vested and the forfeiture restrictions thereon shall lapse, and (ii) in the event of the termination of a Participant’s Board Membership for any other reason all unvested Deferred Stock Units held by such Participant as of such termination date shall immediately expire and be forfeited.

(h)     Payment of Deferred Stock Unit Awards. The shares of Stock attributable to Deferred Stock Unit Awards for each Participant (including shares attributable to Dividend Equivalents) shall be held in the Trust until the termination of such

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Participant’s Board Membership. Following the termination of a Participant’s Board Membership, the shares of Stock held in such Participant’s Deferred Stock Account attributable to vested Deferred Stock Units shall be distributed by the Trustee to such Participant in a lump sum or in a series of annual installments (net of all applicable taxes, if any), as elected by such Participant pursuant to a Distribution Election Form or Distribution Election Modification Form, as applicable; provided, however, that with respect to any Participant who elected within thirty (30) days following the Date of Grant of any Deferred Stock Unit Award to receive distribution of such Award in a series of annual installments, if the vesting of such Award is accelerated on account of such Participant’s death or Disability or on account of a Change in Control, the shares of Stock attributable to such Award shall be distributed in a lump sum, disregarding the election to have such distribution made in a series of annual installments, as soon as practicable following such acceleration, but in no event later than two and one-half months following the end of the year of such acceleration.

(i)     Award Agreement. Each Deferred Stock Unit Award shall be evidenced by an Award Agreement, which shall contain such provisions as may be determined by the Committee.

(j)     Amendment or Cancellation of Deferred Stock Unit Award Formula. Notwithstanding anything herein to the contrary, the Committee may, at any time and from time to time in its sole discretion, terminate or amend the automatic Deferred Stock Unit Award to Non-Employee Directors set forth in this Section 8, by increasing or decreasing the number of shares of Stock subject to the formula or substituting an alternate formula or a different Award on different terms, including different or no vesting conditions.

(k)     Distribution upon an Unforeseeable Emergency. A Participant may petition the Committee for a distribution of the shares of Stock held in such Participant’s Deferred Stock Account attributable to vested Deferred Stock Units on account of an Unforeseeable Emergency. Upon the application of a Participant for a distribution on account of an Unforeseeable Emergency the Committee shall determine whether such distribution request qualifies for a distribution pursuant to an Unforeseeable Emergency and, if so, shall approve such request and instruct the Trustee to distribute to such Participant only the number of shares of Stock attributable to vested Deferred Stock Units necessary to satisfy such Unforeseeable Emergency; provided, however, that in no event may such distribution exceed the balance of all shares of Stock attributable to vested Deferred Stock Units held in such Participant’s Deferred Stock Account; and further provided, however, that no Participant requesting a distribution for an Unforeseeable Emergency shall have any involvement in making the determination to approve such distribution on the part of the Committee; and further provided, however, that such distribution shall be made hereunder only to the extent that such constitutes an allowable distribution under Section 409A.

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9. Discretionary Grant of Awards

The Committee is authorized, subject to limitations under applicable law, to grant Awards on a discretionary basis to Non-Employee Directors. The Committee shall determine the terms and conditions of such Awards at the Date of Grant or thereafter.

10. General

(a)     Privileges of Stock Ownership. Except as otherwise specifically provided in the Plan, no person shall be entitled to the privileges of stock ownership in respect of shares of Stock which are subject to Awards hereunder until such shares have been issued to that person free of any restrictions on stock ownership.

(b)     Government and Other Regulations. The obligation of the Company to make payment of Awards in Stock or otherwise shall be subject to all applicable laws, rules, and regulations, and to such approvals by governmental agencies as may be required. Notwithstanding any terms or conditions of any Award to the contrary, the Company shall be under no obligation to offer to sell or to sell and shall be prohibited from offering to sell or selling any shares of Stock pursuant to an Award unless such shares have been properly registered for sale pursuant to the Securities Act with the Securities and Exchange Commission or unless the Company has received the advice of counsel, satisfactory to the Company, that such shares may be offered or sold without such registration pursuant to an available exemption therefrom and the terms and conditions of such exemption have been fully complied with. The Company shall be under no obligation to register for sale under the Securities Act any of the shares of Stock to be offered or sold under the Plan. If the shares of Stock offered for sale or sold under the Plan are offered or sold pursuant to an exemption from registration under the Securities Act, the Company may restrict the transfer of such shares and may legend the Stock certificates representing such shares in such manner as it deems advisable to ensure the availability of any such exemption.

(c)     Designation and Change of Beneficiary. Each Participant may file with the Company a written designation of one or more persons or entities as the beneficiary who shall be entitled to receive the rights or amounts payable with respect to an Award due under the Plan upon his death. A Participant may, from time to time, revoke or change his beneficiary designation without the consent of any prior beneficiary by filing a new designation with the Company. The last such designation received by the Company shall be controlling; provided, however, that no designation, or change or revocation thereof, shall be effective unless received by the Company prior to the Participant’s death, and in no event shall it be effective as of a date prior to such receipt. If no beneficiary designation is filed by the Participant, the beneficiary shall be deemed to be his or her spouse or, if the Participant is unmarried at the time of death, his or her estate.

(d)     No Liability of Committee Members. No member of the Committee shall be personally liable by reason of any contract or other instrument executed by such member or on his behalf in his capacity as a member of the Committee nor for any mistake of judgment made in good faith, and the Company shall indemnify and hold harmless each

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member of the Committee and each other employee, officer or director of the Company to whom any duty or power relating to the administration or interpretation of the Plan may be allocated or delegated, against any cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim) arising out of any act or omission to act in connection with the Plan unless arising out of such person’s own fraud or willful bad faith; provided, however, that approval of the Board shall be required for the payment of any amount in settlement of a claim against any such person. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s Restated Certificate of Incorporation, as amended, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

(e)     Rights to Re-election. Nothing in the Plan shall be deemed to create any obligation on the part of the Company or the Board to nominate any Non-Employee Director for re-election by the Company’s stockholders, nor confer upon any Non-Employee Director the right to remain a member of the Board.

(f)     Governing law. The Plan shall be governed by and construed in accordance with the internal laws of the State of Delaware without regard to the principles of conflicts of law thereof.

(g)     Nontransferability. Options shall not be transferable by the Participant other than by will or the laws of descent and distribution, and Options shall during his or her lifetime be exercisable only by the Participant; provided, however, that the transfer of Options for estate planning purposes shall be allowed in accordance with applicable law. No Deferred Stock Unit Award may be assigned or transferred, pledged or sold prior to its delivery to a Participant or, in the case of a Participant’s death, to the Participant’s legal representative or legatee or such other person designated by an appropriate court; provided, however, that the transfer of a Deferred Stock Unit Award for estate planning purposes shall be allowed in accordance with applicable law.

(h)     Titles and Headings. The titles and headings of the sections in the Plan are for convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings shall control.

11. Changes in Capital Structure.

Awards granted under the Plan and any Award Agreements, the maximum number of shares of Stock subject to all Awards and the maximum number of shares of Stock subject to Deferred Stock Unit Awards shall be subject to adjustment or substitution, as determined by the Committee in its sole discretion, as to the number, price or kind of a share of Stock or other consideration subject to such Awards or as otherwise determined by the Committee to be equitable (i) in the event of changes in the outstanding Stock or in the capital structure of the Company by reason of stock dividends, extraordinary cash dividends, stock splits, reverse stock splits, recapitalizations, reorganizations, mergers, consolidations, combinations, exchanges, or other relevant changes in capitalization occurring after the Date of Grant of any such Award or (ii) in the event of any change in applicable laws or any change in circumstances which results in

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or would result in any substantial dilution or enlargement of the rights granted to, or available for, Participants in the Plan, or which otherwise warrants equitable adjustment because it interferes with the intended operation of the Plan. In addition, in the event of any such adjustments or substitution, the aggregate number of shares of Stock available under the Plan and the maximum number of shares available for grant pursuant to Deferred Stock Unit Awards shall be appropriately adjusted by the Committee, whose determination shall be conclusive.

12. Change in Control.

Except to the extent reflected in a particular Award Agreement, in the event of a Change in Control, (i) notwithstanding any vesting schedule, or any other limitation on exercise or vesting, all outstanding Awards shall immediately become 100% vested and exercisable and the forfeiture provisions thereon shall lapse, and (ii) the Committee may, in its discretion and upon at least 10 days advance notice to the affected persons, cancel any outstanding Awards and pay to the holders thereof, in a lump sum of cash or Stock, the value of such Awards based upon the highest price per share of Company Stock received or to be received by other stockholders of the Company in connection with the Change in Control. Notwithstanding anything herein to the contrary, to the extent that any Award hereunder, either in whole or in part, is deemed to provide for the deferral of compensation within the meaning of Section 409A, there shall be no distribution of any such deferred compensation on account of a Change in Control unless such event also constitutes a “Change in Control Event” within the meaning of Section 409A or such distribution is otherwise allowable under Section 409A.

13. Amendments and Termination.

The Board may at any time terminate the Plan; provided, however, that prior to any such termination, the Board shall give due consideration to the impact of such termination under Section 409A. Unless sooner terminated, the Plan shall terminate on the day before the tenth (10^th) anniversary of the date the Plan is adopted by the Board. No Awards may be granted under the Plan after it is terminated; provided, however, that any Award outstanding under the Plan at the time of the termination of the Plan shall remain in effect until such Award shall have been exercised or distributed, in accordance with its terms or shall have expired. The Committee may, at any time, or from time to time, amend or suspend and, if suspended, reinstate, the Plan in whole or in part; provided, however, that without further stockholder approval the Committee shall not make any amendment to the Plan which would (i) materially increase the maximum number of shares of Stock which may be issued pursuant to Awards or the maximum number of shares subject to Deferred Stock Unit Awards, except as provided in Section 11, or (ii) change the class of persons eligible to receive Awards under the Plan.

14. 409A.

To the extent that any payments or benefits provided hereunder are considered deferred compensation subject to Section 409A, the Company intends for this Plan to comply with the standards for nonqualified deferred compensation established by Section 409A (the “409A Standards”). To the extent that any terms of the Plan would subject Participants to gross income inclusion, interest or an additional tax pursuant to Section 409A, those terms are to that extent superseded by the 409A Standards. The Company reserves the right to amend Awards granted

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hereunder, without the consent of any Participant, to cause such Awards to comply with or be exempt from Section 409A.

*                *                *

As adopted by the Board of Directors of Wyeth on January 27, 2006 and approved by Wyeth’s stockholders at the Annual Meeting of Stockholders held on April 27, 2006.

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EX-10.2

Exhibit 10.2

WYETH

NON-QUALIFIED STOCK OPTION AGREEMENT

UNDER THE WYETH 2006 NON-EMPLOYEE

DIRECTOR STOCK INCENTIVE PLAN

[Name (the “Optionee”) and Address of Optionee]	DATE OF GRANT:
	OPTION PRICE: $______
	NUMBER OF SHARES OF STOCK SUBJECT TO OPTION: 3,500

1.     Grant of Option. Wyeth, a Delaware corporation (the “Company”), pursuant to its 2006 Non-Employee Director Stock Incentive Plan (the “Plan”), hereby grants the Optionee an option to purchase the number of shares of Stock specified above (the “Option”). The Option is subject to all of the terms and conditions set forth herein as well as all of the terms and conditions of the Plan, all of which are incorporated herein in their entirety. Capitalized terms not defined herein shall have the meaning ascribed to them in the Plan. In the event of a conflict or inconsistency between the terms and provisions of the Plan and the provisions of this Non-Qualified Stock Option Agreement (this “Agreement”), the Plan shall govern and control.

2.     Option Period. The Option shall expire upon the date that is ten (10) years from the Date of Grant.

3.     Vesting Schedule. Subject to the Optionee’s continued Board Membership through the applicable vesting date, the Option shall become fully vested and exercisable on the earlier of (i) the day immediately prior to the next Annual Meeting following the Date of Grant, or (ii) the date that is twelve (12) months from the Date of Grant; provided, however, that no portion of the Option shall become vested and exercisable prior to the date upon which the Optionee has completed two years of continuous Board Membership, calculated from the date the Optionee is elected to the Board. Notwithstanding the foregoing, the Option shall become immediately vested and exercisable upon the occurrence of a Change in Control as provided in Section 10 hereof.

4.     Exercise of Option. In order to exercise the Option, the Optionee must follow the procedures required by the Treasurer of the Company (the “Treasurer”) or the third party processing administrator (the “Processing Administrator”) designated by the Treasurer. At the time of exercise, the Optionee must make payment of the Option Price for the shares of Stock being purchased in accordance with the Processing Administrator’s procedures or, if required by the Company, by submitting to the Treasurer, together with an Option exercise notice, on a form acceptable to the Company, such payment in the form of (i) a personal or bank check in U.S. Dollars payable to the Company and drawn on or payable at a United States bank, and/or (ii)

shares of Stock issued in the Optionee’s name which were either (x) acquired by the Optionee from a person other than the Company or (y) held by the Optionee for at least six months (if necessary to avoid adverse accounting treatment) which shares shall be duly assigned to the Company, or (iii) by any other form of consideration which has been approved by the Committee, as, and to the extent, provided and permitted by Section 7(e) of the Plan.

5.     Termination of Board Membership. The termination of the Optionee’s Board Membership shall have the following consequences to the Option:

(a)     If the Optionee’s Board Membership is terminated by reason of the Optionee’s death or Disability, and the Optionee has completed at least two years of continuous Board Membership, any outstanding portion of the Option which is not vested and exercisable on the date of the Optionee’s termination of Board Membership shall become immediately vested and exercisable by the Optionee or the Optionee’s estate or beneficiary, as applicable, and the outstanding portion of the Option shall remain exercisable until the earlier of (i) the third (3^rd) anniversary of the date the Optionee’s Board Membership so terminates, or (ii) the expiration of the Option Period.

(b)     If the Optionee’s Board Membership is terminated for any reason other than death or Disability, any unvested portion of the Option shall expire immediately upon the date the Optionee’s Board Membership so terminates and any vested portion of the Option shall remain exercisable until the earlier of (x) the third (3^rd) anniversary of such termination, or (y) the expiration of the Option Period.

6.     No Right to Board Membership. This Agreement does not confer upon the Optionee any right to remain a member of the Board, nor confer any obligation on the part of the Company or the Board to nominate the Optionee for re-election by the Company’s stockholders.

7.     Non-Transferability. The Option shall not be transferable by the Optionee other than by will or the laws of descent and distribution, and the Option shall be exercisable only by the Optionee during the Optionee’s lifetime; provided, however, that the transfer of the Option for estate planning purposes shall be allowed in accordance with applicable law.

8.     Government and Other Regulations. The obligation of the Company to make payment of Awards in Stock or otherwise shall be subject to all applicable laws, rules, and regulations, and to such approvals by governmental agencies as may be required. Notwithstanding any terms or conditions of any Award to the contrary, the Company shall be under no obligation to offer to sell or to sell and shall be prohibited from offering to sell or selling any shares of Stock pursuant to an Award unless such shares have been properly registered for sale pursuant to the Securities Act with the Securities and Exchange Commission or unless the Company has received the advice of counsel, satisfactory to the Company, that such shares may be offered or sold without such registration pursuant to an available exemption therefrom and the terms and conditions of such exemption have been fully complied with. The Company shall be under no obligation to register for sale under the Securities Act any of the shares of Stock to be offered or sold under the Plan. If the shares of Stock offered for sale or sold under the Plan are offered or sold pursuant to an exemption from registration under the Securities Act, the Company may restrict the transfer of such shares and may legend the Stock

certificates representing such shares in such manner as it deems advisable to ensure the availability of any such exemption.

9.     Change in Capital Structure. This Agreement, the Option and the number of shares of Stock subject to the Option shall be subject to adjustment or substitution, as determined by the Committee in its sole discretion, as to the number, price or kind of a share of Stock or other consideration subject to the Option or as otherwise determined by the Committee to be equitable (i) in the event of changes in the outstanding Stock or in the capital structure of the Company by reason of stock dividends, extraordinary cash dividends, stock splits, reverse stock splits, recapitalizations, reorganizations, mergers, consolidations, combinations, exchanges, or other relevant changes in capitalization occurring after the Date of Grant or (ii) in the event of any change in applicable laws or any change in circumstances which results in or would result in any substantial dilution or enlargement of the rights granted to, or available for, the Optionee, or which otherwise warrants equitable adjustment because it interferes with the intended operation of the Plan.

10.     Change in Control. In the event of a Change in Control, (i) notwithstanding the vesting schedule set forth herein, or any other limitation on exercise or vesting, the unvested portion of the Option shall immediately become 100% vested and exercisable and (ii) the Committee may, in its discretion and upon at least 10 days advance notice to the Optionee, cancel any outstanding portion of the Option and pay to the Optionee, in a lump sum of cash or Stock, the value of such outstanding portion of the Option based upon the highest price per share of Company Stock received or to be received by other stockholders of the Company in connection with the Change in Control. Notwithstanding anything herein to the contrary, to the extent that the Option, either in whole or in part, is deemed to provide for the deferral of compensation within the meaning of Section 409A, there shall be no distribution of any such deferred compensation on account of a Change in Control unless such event also constitutes a “Change in Control Event” within the meaning of Section 409A or such distribution is otherwise allowable under Section 409A.

11.     Administration. Subject to the express provisions of the Plan, this Agreement and the Plan are to be interpreted and administered by the Committee or any successor thereto, whose determination shall be final.

12.     Governing Law. This Agreement shall be governed by the laws of the State of Delaware and in accordance with such federal law as may be applicable.

[Signatures to follow on next page]

THE UNDERSIGNED OPTIONEE ACKNOWLEDGES RECEIPT OF THE PLAN, AND, AS AN EXPRESS CONDITION TO THE GRANT OF THE OPTION UNDER THIS AGREEMENT, AGREES TO BE BOUND BY THE TERMS OF BOTH THIS AGREEMENT AND THE PLAN.

WYETH

Accepted and agreed to:

Name (please print)

Optionee’s Signature

EX-10.3

Exhibit 10.3

WYETH

DEFERRED STOCK UNIT AWARD AGREEMENT

UNDER THE WYETH 2006 NON-EMPLOYEE

DIRECTOR STOCK INCENTIVE PLAN

[Name and Address of Grantee] (the “Grantee”)	DATE OF GRANT:
	NUMBER OF DEFERRED STOCK UNITS: 1,200

1.     Grant of Deferred Stock Unit Award. Wyeth, a Delaware corporation (the “Company”), pursuant to its 2006 Non-Employee Director Stock Incentive Plan (the “Plan”), hereby grants the Grantee the number of Deferred Stock Units specified above (the “Deferred Stock Unit Award”). Each Deferred Stock Unit shall represent the right to receive one share of Stock subject to the terms and conditions set forth herein, as well as all of the terms and conditions of the Plan, all of which are incorporated herein in their entirety. Capitalized terms not defined herein shall have the meaning ascribed to them in the Plan. In the event of a conflict or inconsistency between the terms and provisions of the Plan and the provisions of this Deferred Stock Unit Award Agreement (this “Agreement”), the Plan shall govern and control.

2.     Vesting Schedule. Subject to the Grantee’s continued Board Membership through the applicable vesting date, the Deferred Stock Unit Award shall become fully vested on the date that is twelve (12) months and thirty (30) days following the Date of Grant; provided, however, that no portion of the Deferred Stock Unit Award shall become vested prior to the date upon which the Grantee has completed two years of continuous Board Membership following the Grantee’s election to the Board. Notwithstanding the foregoing, and subject to applicable laws, the Deferred Stock Unit Award shall become immediately vested upon the occurrence of a Change in Control as provided in Section 13 hereof.

3.     Accelerated Vesting and Forfeiture of Deferred Stock Unit Award Upon Termination of Board Membership. In the event that the Grantee’s Board Membership is terminated on account of the Grantee’s death or Disability, and if the Grantee has completed at least two years of continuous Board Membership, all unvested Deferred Stock Units held by the Grantee as of such termination date shall immediately become fully vested. In the event that the Grantee’s Board Membership is terminated for any other reason, all unvested Deferred Stock Units held by the Grantee as of such termination date shall immediately expire and be forfeited without further consideration to the Grantee.

4.     Distribution Election. Within thirty (30) days following the Date of Grant, the Grantee shall file an initial Distribution Election Form, in the form attached hereto as Exhibit A (the “Distribution Election Form”), with the Company indicating whether the distribution of the Deferred Stock Unit Award upon the termination of the Grantee’s Board Membership is to be made in a lump sum or in a series of 2 to 10 substantially equal annual installments. If the

Grantee fails to file a timely Distribution Election Form, the Deferred Stock Unit Award, by default, shall be distributed in a lump sum upon the termination of the Grantee’s Board Membership. The Initial Election (or the Default Election, if applicable) shall be a standing election and shall apply to the Deferred Stock Unit Award granted under this Agreement and, unless such standing election is modified, to all of the Grantee’s subsequent Deferred Stock Unit Awards. The Grantee may elect to change the form of payment for any future Deferred Stock Unit Award by filing a Distribution Election Modification Form, in the form attached hereto as Exhibit B, with the Company. A Distribution Election Modification Form must be filed no later than December 31, or such earlier date prescribed by the Committee, of the year prior to the year in which the Deferred Stock Unit Award with respect to which the modification shall be effective is granted. Any such Distribution Election Modification Form shall apply to all of the Grantee’s Deferred Stock Unit Awards granted in calendar years subsequent to the filing of such election, unless and until a new Distribution Election Modification Form is filed with the Company.

5.     Deferred Unit Account. On the Date of Grant, the Company shall establish a Deferred Unit Account for the Grantee and shall credit such newly established Deferred Unit Account with the number of Deferred Stock Units attributable to the Deferred Stock Unit Award.

6.     Contribution of Stock to Trust. On the Date of Grant, the Company shall contribute to the Trust for the benefit of the Grantee a number of shares of Stock equal to the number of Deferred Stock Units granted to the Grantee pursuant to the Deferred Stock Unit Award. The Company shall instruct the Trustee to establish a Deferred Stock Account for the Grantee and allocate the number of shares of Stock attributable to the Deferred Stock Unit Award to such newly established Deferred Stock Account. Stock held in the Deferred Stock Account (including, without limitation, Dividend Equivalents) shall be subject to vesting to the same extent that the Deferred Stock Unit Award is subject to vesting. Upon forfeiture of all or a portion of the Deferred Stock Unit Award as provided in Section 3 above, the corresponding number of shares of Stock held in the Deferred Stock Account shall be forfeited and returned to the Company.

7.     Dividend Equivalents. The Company shall withhold cash dividends payable on the shares of Stock held in the Trust and, on each date that cash dividends are otherwise payable to the holders of Stock, the Company shall credit the Dividend Equivalents to the Grantee’s Deferred Unit Account. From time to time, the Company shall deduct the value of full and/or fractional shares of Stock, as determined by the Committee, from the Grantee’s Deferred Unit Account and contribute such full and/or fractional shares of Stock to the Grantee’s Deferred Stock Account in the Trust. Dividend Equivalents and shares of Stock attributable to Dividend Equivalents shall be subject to forfeiture in the same manner as the Deferred Stock Unit Award.

8.     Payment of Deferred Stock Unit Awards. The shares of Stock attributable to this Deferred Stock Unit Award (including shares attributable to Dividend Equivalents) shall be held in the Trust until the termination of the Grantee’s Board Membership. Following the termination of the Grantee’s Board Membership, the shares of Stock held in the Grantee’s Deferred Stock Account attributable to the vested Deferred Stock Units granted hereunder shall be distributed by the Trustee to the Grantee, or the Grantee’s estate or beneficiary, as applicable, in the event of the Grantee’s death, in a lump sum or in a series of annual installments (net of

2

applicable taxes, if any), as elected by the Grantee pursuant to the Grantee’s Distribution Election Form or Default Election, as applicable. If the vesting of the Deferred Stock Unit Award is accelerated on account of the Grantee’s death or Disability, the shares of Stock attributable to this Deferred Stock Unit Award shall be distributed in a lump sum to the Grantee’s estate or beneficiary, as applicable, disregarding the election to have such distribution made in a series of annual installments, as soon as practicable following such acceleration, but in no event later than two and one-half months following the end of the year of such acceleration.

9.     No Right to Board Membership. This Agreement does not confer upon the Grantee any right to remain a member of the Board, nor confer any obligation on the part of the Company or the Board to nominate the Grantee for re-election by the Company’s stockholders.

10.     Non-Transferability. The Deferred Stock Unit Award may not be assigned or transferred, pledged or sold prior to its delivery to the Grantee or, in the case of the Grantee’s death, to the Grantee’s legal representative or legatee or such other person designated by an appropriate court; provided, however, that the transfer of the Deferred Stock Unit Award for estate planning purposes shall be allowed in accordance with applicable law.

11.     Government and Other Regulations. The obligation of the Company to make payment of Awards in Stock or otherwise shall be subject to all applicable laws, rules, and regulations, and to such approvals by governmental agencies as may be required. Notwithstanding any terms or conditions of any Award to the contrary, the Company shall be under no obligation to offer to sell or to sell and shall be prohibited from offering to sell or selling any shares of Stock pursuant to an Award unless such shares have been properly registered for sale pursuant to the Securities Act with the Securities and Exchange Commission or unless the Company has received the advice of counsel, satisfactory to the Company, that such shares may be offered or sold without such registration pursuant to an available exemption therefrom and the terms and conditions of such exemption have been fully complied with. The Company shall be under no obligation to register for sale under the Securities Act any of the shares of Stock to be offered or sold under the Plan. If the shares of Stock offered for sale or sold under the Plan are offered or sold pursuant to an exemption from registration under the Securities Act, the Company may restrict the transfer of such shares and may legend the Stock certificates representing such shares in such manner as it deems advisable to ensure the availability of any such exemption.

12.     Change in Capital Structure. This Agreement and the number of Deferred Stock Units subject to this Deferred Stock Unit Award shall be subject to adjustment or substitution, as determined by the Committee in its sole discretion, as to the number or kind of a share of Stock or as otherwise determined by the Committee to be equitable (i) in the event of changes in the outstanding Stock or other consideration subject to this Deferred Stock Unit Award in the capital structure of the Company by reason of stock dividends, extraordinary cash dividends, stock splits, reverse stock splits, recapitalizations, reorganizations, mergers, consolidations, combinations, exchanges, or other relevant changes in capitalization occurring after the Date of Grant or (ii) in the event of any change in applicable laws or any change in circumstances which results in or would result in any substantial dilution or enlargement of the rights granted to, or available for, the Grantee, or which otherwise warrants equitable adjustment because it interferes with the intended operation of the Plan.

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13.     Change in Control. In the event of a Change in Control, (i) notwithstanding the vesting schedule set forth above, or any other limitation on vesting, all unvested Deferred Stock Units subject to this Deferred Stock Unit Award shall immediately become 100% vested and the forfeiture provisions thereon shall lapse, (ii) the shares of Stock attributable to the Grantee’s Deferred Stock Unit Award (including shares attributable to Dividend Equivalents) shall be immediately distributed by the Trustee to the Grantee in a lump sum (net of applicable taxes, if any) and (iii) the value of any Dividend Equivalents then credited to the Grantee’s Deferred Unit Account, which have not yet been converted into shares of Stock and contributed to the Trust, shall be immediately paid by the Company to the Grantee in a cash lump sum (net of applicable taxes, if any). Notwithstanding anything herein to the contrary, to the extent that this Deferred Stock Unit Award, either in whole or in part, is deemed to provide for the deferral of compensation within the meaning of Section 409A, there shall be no distribution of any such deferred compensation on account of a Change in Control unless such event also constitutes a “Change in Control Event” within the meaning of Section 409A or such distribution is otherwise allowable under Section 409A.

14.     Administration. Subject to the express provisions of the Plan, this Agreement and the Plan are to be interpreted and administered by the Committee, whose determination shall be final.

15.     Governing Law. This Agreement shall be governed by the laws of the State of Delaware and in accordance with such federal law as may be applicable.

[Signatures to follow on next page]

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THE UNDERSIGNED GRANTEE ACKNOWLEDGES RECEIPT OF THE PLAN, AND, AS AN EXPRESS CONDITION TO THE GRANT OF THE DEFERRED STOCK UNIT AWARD UNDER THIS AGREEMENT, AGREES TO BE BOUND BY THE TERMS OF BOTH THIS AGREEMENT AND THE PLAN.

WYETH

Accepted and agreed to:

Name (please print)

Signature

5

EX-10.4

Exhibit 10.4

WYETH

RESTRICTED STOCK UNIT AWARD AGREEMENT

UNDER THE WYETH [    ] STOCK INCENTIVE PLAN

DATE OF GRANT: ___________

NUMBER OF SHARES SUBJECT

TO AWARD: [####]

____________________________

Name

Address 1

Address 2

The Company hereby awards you restricted stock units (the “Units”) representing shares of Common Stock in the amount set forth above. The Units are subject to the terms and restrictions set forth in the Plan and this Agreement. Each Unit corresponds to one share of Common Stock. The Units shall be converted into shares of Common Stock on the terms and conditions set forth herein. Capitalized words not otherwise defined in the text of this Agreement or in Paragraph 10 shall have the same meanings as in the Plan.

By signing this Agreement (or otherwise acknowledging, as instructed, your agreement thereto), you acknowledge and agree that:

• You have received a copy of the Plan.

• You have read and understand the terms of the Plan and this Agreement.

• The Company has the right, without your prior consent, to amend or modify the terms of the Plan or this Agreement to the extent that the Committee deems it necessary to avoid adverse or unintended tax consequences to you under Section 409A. Such amendments or modifications may limit or eliminate certain rights otherwise available to you under the Plan and/or this Agreement.

1.     No Stockholder Rights Until Issuance of Shares. No shares of Common Stock represented by the Units will be earmarked for you or your account, and you will not have any of the rights of a stockholder with respect to such shares until such time as the shares are issued to you in accordance with the terms of this Agreement.

2.     No Transfer of Units. You may not sell, transfer, assign, pledge or otherwise encumber or dispose of the Units granted hereunder.

3.     Conversion to Common Stock. As of the Conversion Date, the Units shall be converted to Common Stock, unless the Units have been forfeited or previously converted prior to that date in accordance with the terms of this Agreement or the Units are then subject to a Deferral Election or Re-Deferral Election. Notwithstanding anything in this Agreement to the

contrary, upon your forfeiture for any reason of all rights to the Units granted hereunder, such Units shall, for all purposes of the Plan and this Agreement, be deemed terminated and without further force or effect as of the date of such forfeiture.

4.     Deferral Elections and Re-Deferral Elections.

(a)     Deferral Elections. You are eligible to make a Deferral Election to defer the issuance to you of all of the shares of Common Stock otherwise issuable to you as of the Conversion Date. To make a Deferral Election, you must complete an election form approved by the Committee that conforms to the terms of the attached ANNEX A and return or otherwise submit such form to the Record Keeper as soon as possible after the date hereof, but in no event later than thirty (30) days from the date of grant indicated above or such shorter period as may be required by applicable law and communicated to you by the Committee. All Deferral Elections must comply with the applicable procedures established by the Committee from time to time. If you make such a Deferral Election (or Re-Deferral Election pursuant to Paragraph 4(b)), then, as of the Conversion Date, the following shall apply: (i) the number of Units that would have been earned as of the Conversion Date shall be cancelled; (ii) in exchange for such cancelled Units, you will have a future right to receive a number of shares of Common Stock equal to the number of Units so cancelled, subject to Paragraph 5(d); and (iii) as of the Conversion Date, the Company shall contribute to the Restricted Stock Trust, subject to Paragraph 5(d), a number of shares of Common Stock equal to the number of Units cancelled, which shares shall be used to satisfy the Company’s payment obligations to you under your Deferral Election and this Agreement, and such shares shall be issued to you as of the Payment Date(s) specified in your Deferral Election or Re-Deferral Election, as the case may be, subject to Paragraphs 6, 7, 8 or 12. Notwithstanding anything in this Paragraph 4(a) to the contrary, if the Committee determines that a Deferral Election is not made within the timeframe required by Section 409A, such election shall be cancelled and the shares (if any) issuable to you under the Agreement will be issued as of the Conversion Date.

(b)     Re-Deferral Elections. You may, in accordance with procedures established from time to time by the Committee, also make a Re-Deferral Election with respect to all of the shares of Common Stock earned or eligible to be earned by you under this Agreement, even if you do not make a Deferral Election pursuant to Section 409A. Any such Re-Deferral Election (i) must be in accordance with the provisions of Section 409A (as reasonably interpreted by the Committee), (ii) must be made in writing (unless otherwise instructed by the Company) and received by the Record Keeper at least one year prior to the Payment Date then in effect previously specified in your Deferral Election (or prior Re-Deferral Election) or established under the terms of this Agreement or, if a Deferral Election or a prior Re-Deferral Election is not in effect, at least one year prior to the date on which the Units are fully vested and (iii) must delay issuance of the shares of Common Stock otherwise issuable to you under this Agreement for a period of not less than five years from such Payment Date or if, a Deferral Election or Re-Deferral Election is not in effect, five years from the date on which the Units are fully vested. Notwithstanding anything in this Agreement to the contrary, (A) a Re-Deferral Election will be permitted or honored solely to the extent that such election will not result in adverse or unintended tax consequences to you under Section 409A and (B) issuance of amounts subject to an applicable Re-Deferral Election shall not occur prior to the Payment Date(s) set forth in your

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Re-Deferral Election solely to the extent necessary to avoid adverse or unintended tax consequences to you under Section 409A.

5.     Issuance and Delivery of Shares of Common Stock; Withholding.

(a)     Method of Issuance; Time of Delivery; Stockholder Rights. As soon as practicable following a Payment Date, all shares of Common Stock, if any, earned by you under this Agreement that are to be issued to you as of such Payment Date shall be delivered either through book-entry form as a credit to an account maintained in your name or through the issuance of a stock certificate representing such shares of Common Stock free of any restrictive legend, other than as may be required by applicable securities laws. Upon such issuance, you shall be the record owner of such shares and 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.

(b)     No Deferral Election. If you do not make a Deferral Election or Re-Deferral Election, the shares of Common Stock to be issued to you pursuant to this Agreement, if earned, shall be issued as of the Conversion Date, subject to Paragraphs 6, 7 or 12 and delivered to you in a lump sum as soon as practicable after the Conversion Date.

(c)     Deferral Election. If you make a Deferral Election or Re-Deferral Election, the shares of Common Stock to be issued to you pursuant to this Agreement shall be issued to you, if earned, as of the Payment Date(s) specified in such Deferral Election or Re-Deferral Election, subject to Paragraphs 6, 7, 8 or 12 and delivered to you as soon as practicable after such Payment Date(s).

(d)     Amounts to Be Withheld. The number of shares of Common Stock that shall be issued to you (either directly from the Company pursuant to this Paragraph 5 or from the Restricted Stock Trust) as of a Payment Date(s) shall be (i) the number of such shares that would have been issued as of the Payment Date in the absence of this Paragraph 5(d) minus (ii) the number of whole shares of Common Stock necessary to satisfy (A) the minimum federal, state and local income tax withholding obligations that are imposed on the Company by applicable law in respect of the issuance of such award, (B) other tax withholding obligations (e.g., Social Security and Medicare) that may be due from time to time under applicable law (and that may be satisfied by the reduction effected hereby in the number of issuable shares) and, if a Deferral Election or a Re-Deferral Election is in effect, the additional income tax withholding obligations attributable to the wages included in income under Section 3401 of the Code and (C) any administrative fees that may be imposed by the Company, in each case, it being understood that the value of the shares referred to in clause (ii) above shall be determined, for the purposes of satisfying the obligations set forth in this Paragraph 5(d) and determining your income related to such award, on the basis of the average of the high and low per-share prices for the Common Stock as reported on the Consolidated Transaction Reporting System on the trading day immediately preceding the designated date of issuance or as otherwise determined in Paragraph 8, or on such other reasonable basis for determining fair market value as the Committee may from time to time adopt. Shares of Common Stock may also be issued and withheld at the time Social Security, Medicare and other wage withholding taxes are due. To the extent Section 409A applies, the number of shares described in clause (i)(A) through (i)(C) above shall not

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exceed the aggregate amount due for Social Security and Medicare taxes and the income tax withholding related to such amount.

(e)     Compliance with Section 409A. To the extent that the shares of Common Stock, if any, issuable to you under this Agreement are to be issued in connection with your Separation from Service (for any reason other than death) during the period beginning on your Separation from Service and ending on the six-month anniversary of such date and, at the time of such Separation from Service, you are a Specified Employee, then, solely to the extent the Committee determines necessary to avoid adverse or unintended tax consequences to you under Section 409A, such issuance shall be delayed until the first business day of the month following the six-month anniversary of your Separation from Service.

6.     Separation from Service Other than by Reason of Retirement, Disability or Death; Forfeiture; Default Payment.

(a)     Prior to Conversion Date. If you incur a Separation from Service prior to the Conversion Date for any reason other than Retirement, Disability or death, you shall forfeit all rights to all Units granted hereunder.

(b)     On or After Conversion Date. If you incur a Separation from Service on or after the Conversion Date for any reason other than Retirement, Disability or death, the shares that are earned under this Agreement, but have not then been issued to you, shall be issued to you in accordance with Paragraph 5 as of the Payments Date(s) specified below:

(i)     No Deferral/Re-Deferral Election. If you did not make a Deferral Election or Re-Deferral Election, as the case may be, the shares of Common Stock shall be issued in a lump sum as of the Conversion Date.

(ii)     Deferral/Re-Deferral Election. If you made a Deferral Election or Re-Deferral Election with respect to the shares earned under this Agreement, the shares subject to your Deferral Election or Re-Deferral Election, as the case may be, that are earned but have not then been issued to you shall be issued to you, in accordance with Paragraph 5, in a lump sum as of the first business day of the month following the date of such Separation from Service, regardless of the Payment Date(s) specified in your Deferral Election or Re-Deferral Election.

7.     Separation from Service by Reason of Retirement, Disability or Death.

(a)     Prior to Conversion Date.

(i)     Issuance of Shares. If you incur a Separation from Service prior to the Conversion Date (x) by reason of Retirement, Disability or death and (y) as of the date of such Separation from Service, you have been in the continuous employment of the Company or one or more of its subsidiaries for the two-year period ending on the date of such Separation from Service, the Units granted hereunder shall be fully vested and the shares of Common Stock in settlement of such Units, if earned, shall be issued in accordance with Paragraph 5 as of the Payment Date(s) specified below:

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(A)     No Deferral/Re-Deferral Election. If you did not make a Deferral Election or Re-Deferral Election with respect to such shares, the shares of Common Stock shall be issued to you, your legal representative or other person designated by an appropriate court as entitled to take receipt thereof or your Beneficiary, as the case may be, in a lump sum as of the first business day of the month following the date of your Separation from Service, if it is by reason of Retirement or Disability, and as soon as practicable following your Separation from Service, if it is by reason of death, but (in the event of death), no later than the Conversion Date.

(B)     Deferral/Re-Deferral Election—Retirement, Disability. If you made a Deferral Election or Re-Deferral Election with respect to such shares and the Separation from Service is by reason of Retirement or Disability, the shares subject to such Deferral Election or Re-Deferral Election, as the case may be, shall be issued to you, your legal representative or other person designated by an appropriate court as entitled to take receipt thereof, as the case may be, as of the Payment Date(s) specified in your Deferral Election or Re-Deferral Election; provided, however, that notwithstanding anything in this Paragraph 7(a)(i)(B) to the contrary, if you incur a Separation from Service in 2006 by reason of Retirement or Disability, the shares shall be issued as of the later of January 31, 2007 and the Payment Date(s) specified in your Deferral Election or Re-Deferral Election.

(C)     Deferral/Re-Deferral Election—Death. Notwithstanding anything in this Paragraph 7(a) to the contrary, if your Separation from Service is by reason of death or you die after a Separation from Service by reason of Retirement or Disability and, in either such case, you have shares of Common Stock subject to your Deferral Election or Re-Deferral Election, as the case may be, that have not then been issued to you, such shares shall be issued to your Beneficiary in a lump sum as soon as practicable following the date of your death, regardless of the Payment Date(s) specified in your Deferral Election or Re-Deferral Election; provided, however, that if you die in 2006, the shares shall be issued as soon as practicable, but, to the extent required by Section 409A, in no event earlier than January 1, 2007.

(ii)     Continuous Employment Requirement. If you incur a Separation from Service prior to the Conversion Date (A) by reason of Retirement, Disability or death and (B) as of the date of your Separation from Service, you have not been in the continuous employment of the Company or one or more of its subsidiaries for the two-year period ending on such Separation from Service, you shall forfeit all rights to all Units granted hereunder, as of the date of such Separation of Service.

(b)     On or After Conversion Date. If you incur a Separation from Service on or after the Conversion Date by reason of Retirement, Disability or death, the shares of Common Stock, if earned, in respect of the Units granted hereunder shall be issued in accordance with Paragraph 5 as of the Payment Date(s) specified below:

(i)     No Deferral/Re-Deferral Election. If you did not make a Deferral Election or Re-Deferral Election with respect to such shares, the shares of Common Stock shall be issued to you, your legal representative or other person designated by an appropriate

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court as entitled to take receipt thereof or your Beneficiary, as the case may be, in a lump sum as of the first business day of the month following the date of such Separation from Service, if it is by reason of Retirement or Disability, and as soon as practicable following your Separation from Service, if it is by reason of death.

(ii)     Deferral/Re-Deferral Election-Retirement, Disability. If you incur a Separation from Service on or after the Conversion Date by reason of Retirement or Disability and you have shares of Common Stock subject to a Deferral Election or Re-Deferral Election, as the case may be, that have not then been issued to you, such shares shall be issued to you, your legal representative or other person designated by an appropriate court as entitled to take receipt thereof, as the case may be, in accordance with Paragraph 5 as of the Payment Date(s) specified in your Deferral Election or Re-Deferral Election.

(iii)     Deferral/Re-Deferral Election-Death. Notwithstanding anything in Paragraph 7(b)(ii) to the contrary, if you incur a Separation from Service on or after the Conversion Date by reason of death or you die after a Separation from Service by reason of Retirement or Disability and, in either such case, you have shares of Common Stock subject to a Deferral Election or Re-Deferral Election, as the case may be, that have not then been issued to you, such shares shall be issued to your Beneficiary, in accordance with Paragraph 5, in a lump sum as soon as practicable following the date of your death, regardless of the Payment Date(s) specified in your Deferral Election or Re-Deferral Election.

8.     Distribution in the Event of Financial Hardship.

(a)     Requirements. If the issuance of shares of Common Stock has been deferred by you pursuant to a Deferral Election or Re-Deferral Election, as the case may be, and such shares have not then been issued to you, you may submit a written request for an accelerated issuance of such shares in the event you experience an Unforeseeable Financial Emergency. The Hardship Committee shall evaluate any such request as soon as practicable in accordance with Section 409A. If the Hardship Committee determines in its sole discretion that you are experiencing such an Unforeseeable Financial Emergency, the Hardship Committee shall direct the Company to issue to you, as soon as practicable following such determination, such number of shares of Common Stock held for your account in the Restricted Stock Trust, provided that the value of such shares of Common Stock does not exceed the amount reasonably necessary to satisfy the Unforeseeable Financial Emergency and any federal, state and local income taxes or penalties reasonably anticipated as a result of such issuance of shares. A distribution on account of an Unforeseeable Financial Emergency shall not be made to the extent such Unforeseeable Financial Emergency is, or may be, relieved through reimbursement or compensation by insurance or otherwise or by liquidation of your assets (to the extent the liquidation of such assets would not itself cause severe financial hardship).

(b)     Distribution Procedures. For purposes of this Paragraph 8, the value of the shares of Common Stock shall be calculated based on the average of the high and low share prices for the Common Stock as reported on the Consolidated Transaction Reporting System on the trading day immediately preceding the date of approval by the Hardship Committee. You must provide

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adequate documentation to the Hardship Committee in order to be eligible for the issuance of shares to confirm the amount needed to satisfy the costs related to the Unforeseeable Financial Emergency and the taxes payable on the release of such shares. If you have elected, pursuant to Paragraph 4, to receive the shares of Common Stock subject to this Agreement in the form of installments, the number of shares issued to you due to the Unforeseeable Financial Emergency pursuant to this Paragraph 8 shall be deducted from the remaining installments to be issued to you starting with the last in time of such installments scheduled to be issued.

9.     Miscellaneous. This Agreement may not be amended except in writing. Neither the existence of the Plan and this Agreement nor the award granted hereby shall create any right to continue to be employed by the Company or its subsidiaries, and your employment shall continue to be at will and terminable at will by the Company. In the event of a conflict between this Agreement and the Plan, the Plan shall govern; provided, however, that nothing in this Paragraph 9 shall be construed as requiring that any such conflict be resolved in a manner that the Company determines would be inconsistent with Section 409A or would result in adverse or unintended tax consequences to you under Section 409A. To the extent that the Committee or the Hardship Committee is authorized to make a determination under this Agreement, all such determinations shall be in the sole discretion of the Committee, the Hardship Committee or their respective delegates.

10.     Definitions and Rules of Construction.

(a)     Definitions. The following terms have the meanings set forth below:

“Agreement” means this Restricted Stock Unit Award Agreement under the Plan, including each annex attached hereto.

“Beneficiary” means one or more individuals or entities (including a trust or estate) designated by you to receive, in the event of your death, any shares of Common Stock earned and issuable to you pursuant to this Agreement. You may change your Beneficiary by submitting the appropriate form, as determined by the Committee, to the Record Keeper. The last such form submitted prior to your death with respect to the amounts awarded pursuant to this Agreement received by the Record Keeper shall supersede any prior such form submitted. In the event of your death, the Record Keeper shall attempt to locate your Beneficiary in the order presented on the appropriate Beneficiary designation form by taking one or more of the following actions: first, sending a letter by certified mail to the address of the Beneficiary indicated on the Beneficiary designation form, second, using the letter-forwarding service offered by the Internal Revenue Service or the Federal Social Security Administration and third, taking any other action that the Committee deems appropriate. If 90 days after the last such action taken by the Record Keeper, the Record Keeper has not located your Beneficiary, or if you have no Beneficiary (whether due to the death of your Beneficiary or your failure to properly designate your Beneficiary on the appropriate form), your Beneficiary shall be your estate for purposes of issuing the shares of Common Stock due to you under this Agreement.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and the rulings, regulations and other guidance thereunder.

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“Committee” means the Compensation and Benefits Committee of the Board of Directors of the Company. Any action that the Committee is required or permitted to take hereunder may be undertaken by any person to whom the Committee delegated authority to take such action, and any action by a delegate of the Committee shall, for all purposes hereof, constitute an act of the Committee.

“Common Stock” means the common stock of the Company, par value $0.33 1/3 per share.

“Company” means Wyeth, a Delaware corporation, and any successor thereto.

“Conversion Date” means the date that is the third anniversary of the Date of Grant.

“Date of Grant” means the date indicated on the first page of this Agreement.

“Deferral Election” means your one-time irrevocable deferral election made in accordance with the terms of Paragraph 4(a) to defer receipt of all the shares of Common Stock otherwise issuable to you as of the Conversion Date.

“Disability” means a Separation from Service by reason of disability for purposes of at least one qualified retirement plan or long-term disability plan maintained by the Company in which you participate. To the extent that your Disability is not a disability within the meaning of Section 409A, any issuance of shares of Common Stock under this Agreement may be delayed for six months and one day following your Separation from Service in accordance with Paragraph 5(e).

“Exchange Act” means the Securities Exchange Act of 1934 (as amended from time to time) and the rules and regulations promulgated thereunder.

“Hardship Committee” means the individual or individuals designated by the Committee to make all determinations under Paragraph 8. Any action that the Hardship Committee is required or permitted to take hereunder may be undertaken by any person to whom the Hardship Committee delegated authority to take such action, and any action by a delegate of the Hardship Committee shall, for all purposes hereof, constitute an act of the Hardship Committee.

“Payment Date” means the date as of which shares of Common Stock are issued to you in accordance with the terms of this Agreement and any applicable Deferral Election and Re-Deferral Election made by you in accordance with the terms hereof.

“Plan” means the plan identified on the first page of this Agreement, as the same may be amended from time to time. The terms of the Plan constitute a part of this Agreement.

“Record Keeper” means the person or persons identified from time to time by the Committee to be responsible for the day-to-day administration of the Plan.

“Re-Deferral Election” means an election made in accordance with Section 409A to delay the payment of all shares of Common Stock issuable to you pursuant to your Deferral Election or as otherwise described in Paragraph 4(b).

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“Restricted Stock Trust” means the trust fund established under the Trust Agreement to accommodate the deferral of issuance of shares of Common Stock represented by Units (and any dividends paid thereon) as provided in Paragraph 4, which trust fund is subject to the claims of the Company’s general creditors under federal and state law in the event of insolvency of the Company as described in the Trust Agreement.

“Retirement” has the meaning set forth in the Plan; provided, however, that if you have not attained age 55 on or before the date of your Separation from Service by reason of Disability, then solely for purposes of issuance of amounts subject to your Deferral Election or Re-Deferral Election (if any), as the case may be, “Retirement” shall mean the date you attain age 55, unless to do so would result in adverse or unintended tax consequences to you under Section 409A.

“Section 409A” means Section 409A of the Code.

“Separation from Service” means a separation from service with the Company and its Affiliates for purposes of Section 409A. For purposes of this definition, “Affiliate” means any corporation that is in the same controlled group of corporations (within the meaning of Section 414(b) of the Code) as the Company, any trade or business that is under common control with the Company (within the meaning of Section 414(c) of the Code), any affiliated service group (within the meaning of Section 414(m) of the Code) of which the Company is a part and any other entity required to be aggregated with the Company pursuant to Section 414(o) of the Code.

“Specified Employee” means a “specified employee” as defined in Section 409A.

“Trust Agreement” means the Restricted Stock Trust Agreement, dated as of April 20, 1994, as amended, or any successor agreement thereto.

“Unforeseeable Financial Emergency” means a severe financial hardship to you resulting from (a) a sudden and unexpected illness or accident of you, your spouse or any of your dependents (as defined in Section 152(a) of the Code), (b) a loss of your property by reason of casualty or (c) such other extraordinary and unforeseeable financial circumstances, arising as a result of events beyond your control. The definition of Unforeseeable Financial Emergency and the procedures related to payments in connection therewith shall comply with the applicable provisions of Section 409A as reasonably construed by the Hardship Committee.

(b)     Rules of Construction. All references to Paragraphs refer to paragraphs in this Agreement. The titles to Paragraphs in this Agreement are for convenience of reference only and, in case of any conflict, the text of this Agreement, rather than such titles, shall control.

11.     Compliance with Laws.

(a)     General Rule. This Agreement shall be governed by the laws of the State of Delaware and any applicable laws of the United States. Notwithstanding anything herein to the contrary, the Company shall not be obligated to issue any Units or shares of Common Stock of the Company represented thereby pursuant to this Agreement unless and until the Company is advised by its counsel that the issuance of such shares through book-entry form by a credit to an account maintained on your behalf, or through a stock certificate, representing such shares is in

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compliance with all applicable laws and regulations of governmental authority. The Company shall in no event be obliged to register any securities pursuant to the Securities Act of 1933 (as amended from time to time) or to take any other action in order to cause the issuance of such shares through book-entry form by a credit to an account maintained on your behalf, or through a stock certificate, representing such shares to comply with any such law or regulation.

(b)     Reservation of Rights. The Committee reserves the right, at any time, to (i) amend, modify, cancel or rescind without your consent any or all of the terms and conditions of the Plan and this Agreement or (ii) terminate the Plan, to the extent the Committee determines necessary to (A) comply with any applicable law, regulation, ruling or other regulatory guidance, including, without limitation, Section 409A, or (B) avoid adverse or unintended tax consequences to you under Section 409A.

(c)     Section 16. If you are subject to Section 16 of the Exchange Act, transactions under the Plan and this Agreement are intended to comply with all applicable conditions of Rule 16b-3 or its successors under the Exchange Act. To the extent any provision of the Plan, this Agreement or action by the Committee involving you is deemed not to comply with an applicable condition of Rule 16b-3, such provision or action shall be deemed null and void as to you, to the extent permitted by law and deemed advisable by the Committee; provided, however, that no action shall be taken pursuant to this sentence that could result in adverse or unintended tax consequences to you under Section 409A. Moreover, in the event the Plan or this Agreement does not include a provision required by Rule 16b-3 to be stated therein, such provision (other than one relating to eligibility requirements or the price and amount of awards as applicable) shall be deemed automatically to be incorporated by reference into the Plan and/or this Agreement insofar as you are concerned, with such incorporation to be deemed effective as of the effective date of such Rule 16b-3 provision.

12.     Change of Control.

(a)     Vesting. Upon a Change of Control, your Units shall be fully vested.

(b)     No Deferral of Compensation. If, as of a Change of Control, your Units do not constitute, either in whole or in part, a deferral of compensation for purposes of Section 409A, then 30 days after such Change of Control, the shares of Common Stock in settlement of such Units shall be issued, except as otherwise provided in Paragraph 12(d), to you, your legal representative or other person designated by an appropriate court as entitled to take receipt thereof or your Beneficiary, as the case may be, in accordance with Paragraph 4, in a lump sum.

(c)     Deferral of Compensation. If, as of a Change of Control, your Units constitute, either in whole or in part, a deferral of compensation for purposes of Section 409A or have been cancelled, in whole or in part, pursuant to Paragraph 4(a), then, solely to the extent that such Change of Control is a change of control event within the meaning of Section 409A, the Committee may, in its discretion, terminate the Plan and, except as otherwise provided in Paragraph 12(d), and without regard to any Deferral Election or Re-Deferral Election, issue in a lump sum to you, your legal representative or other person designated by an appropriate court as entitled to take receipt thereof or your Beneficiary, as the case may be, in accordance with Paragraph 4, the shares of Common Stock then issuable to you pursuant to this Section 12(c);

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provided, that, such issuance shall be at a time and in a manner that will not result in the imposition on you of adverse or unintended tax consequences under Section 409A.

(d)     Cash In Lieu of Shares. In lieu of shares of Common Stock issuable pursuant to Paragraphs 12(b) and 12(c), as the case may be, the Committee may, in its sole discretion, distribute to you an amount, in cash, equal to the value of such shares determined in accordance with Plan provisions. Such amount shall be paid at the time specified in Paragraphs 12(b) and 12(c), as the case may be.

13.     Effect of Acknowledgement. In order to receive the award described in this Agreement, you must acknowledge receipt of the Agreement as soon as reasonably practicable by using the applicable procedure established by the Committee for such purpose. By acknowledging receipt in accordance with this Paragraph 13, you are agreeing to the terms and conditions of this Agreement and to amendment of any prior award agreement from the Company relating to stock units that were not earned and vested as of December 31, 2004 to incorporate terms and conditions that are substantially similar to those set forth in this Agreement.

WYETH

By:

ACCEPTED AND AGREED TO:
Name (Please Print)	Social Security Number
Signature	Date of Birth

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ANNEX A

TERMS AND CONDITIONS OF DEFERRAL ELECTIONS

AND RE-DEFERRAL ELECTIONS

Any Deferral Elections are subject to Paragraph 4 of this Agreement and the terms and conditions set forth in this ANNEX A. Capitalized terms not defined in this ANNEX A have the same meanings as in this Agreement.

1. Your Deferral Election applies to all shares of Common Stock earned and issuable under this Agreement and must be made on an election form that conforms to this ANNEX A. Your Deferral Election must be submitted to the Record Keeper as soon as possible and by no later than 30 days from the date of this Agreement or such shorter period as may be required by Section 409A and communicated to you by the Record Keeper.

2. Once your completed election form has been submitted in accordance with this Agreement and this ANNEX A, your Deferral Election will be irrevocable.

3. All Deferral Elections and Re-Deferral Elections shall conform to Section 409A. Notwithstanding anything to the contrary in this ANNEX A, the Company has the right, without your prior consent, to amend or modify your Deferral Elections and Re-Deferral Elections (including the time and form of payment) to the extent that the Committee deems necessary to avoid adverse or unintended tax consequences to you under Section 409A.

4. If you elect to make a Deferral Election, you must select either a Short-Term Payout or a Retirement Benefit, as described below. Unless otherwise provided in this Agreement, all of the shares of Common Stock earned and issuable under this Agreement will be issued as of such Payment Date(s) and delivered to you as soon as practicable thereafter. You cannot elect both a Short-Term Payout and a Retirement Benefit Payout.

a. A Short-Term Payout is a lump-sum distribution of all such shares of Common Stock issued as of the Payment Date you select, which can be no earlier than the first business day of the month following the date that is three and no more than fifteen years after the Conversion Date. Additionally, the Payment Date for your Short-Term Payout can be no later than the end of the calendar year in which you attain age 80.

b. A Retirement Benefit is a distribution of all such shares of Common Stock in the form of either a lump sum or annual installments (over 3 to 15 years) issued as of the first business day of the month following your Retirement or a later date that is one or more years after your Retirement. To the extent permitted by Section 409A, installments will be treated as a single payment form. You must elect a Payment Date that results in all shares earned and issuable under this Agreement being issued to you no later than the end of the calendar year in which you attain age 80. Any earned and unissued shares will be issued to you by the end of such calendar year, notwithstanding your election.

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5. The following additional rules apply to Deferral Elections and Re-Deferral Elections:

a. If you make a Deferral Election or Re-Deferral Election to receive the shares earned and issuable to you under this Agreement as a Retirement Benefit issued in installments, each installment after the first installment will be paid on the first business day of the month following the anniversary of your Retirement.

b. If you make a Deferral Election or Re-Deferral Election to receive the shares earned and issuable to you under this Agreement as a Retirement Benefit issued in installments, and the first installment is delayed pursuant to Paragraph 5(e), such installment shall be issued as of the first business day of the month following the six-month anniversary of your Separation from Service. The second installment shall be issued as of the first business day of the month following the first anniversary of your Separation from Service.

c. If you make a Deferral Election or Re-Deferral Election to receive the shares earned and issuable to you under this Agreement in a Short-Term Payout, you may make a subsequent Re-Deferral Election to the extent permitted by Paragraph 4(b) with respect to such shares, as long as you are an employee of the Company or its subsidiaries at the time of such subsequent Re-Deferral Election.

d. If you make a Deferral Election or Re-Deferral Election to receive the shares earned and issuable to you under this Agreement as a Retirement Benefit, you may make a subsequent Re-Deferral Election to the extent permitted by Paragraph 4(b) with respect to such shares, as long as (i) issuance of the shares subject to your Deferral Election or prior Re-Deferral Election has not commenced at the time of such subsequent Re-Deferral Election and (ii) if, prior to such subsequent Re-Deferral Election, you incurred a Separation of Service, it was by reason of Retirement.

e. If you make a Deferral Election to receive the shares earned and issuable to you under this Agreement as a Retirement Benefit issued in annual installments and then make a Re-Deferral Election pursuant to Paragraph 4(b), your Re-Deferral Election must be made not less than one year prior to the Payment Date then in effect applicable to the first installment as specified in your Deferral Election (or prior Re-Deferral Election) and defer issuance for five years from such Payment Date.

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EX-10.5

Exhibit 10.5

WYETH

PERFORMANCE SHARE AWARD AGREEMENT

UNDER THE WYETH [    ] STOCK INCENTIVE PLAN

DATE OF GRANT _____________

NUMBER OF SHARES SUBJECT

TO TARGET AWARD: [####]

____________________________

Name

Address 1

Address 2

The Company hereby awards you a performance share award consisting of stock units (the “Units”) representing shares of Common Stock in the amount set forth above (the “Target Award”). The Units are subject to the terms and restrictions set forth in the Plan and this Agreement. Each Unit corresponds to one share of Common Stock. Upon the full or partial satisfaction by the Company of certain performance criteria described in Paragraph 3, the Units shall be converted into shares of Common Stock on the terms and conditions set forth herein. Capitalized words not otherwise defined in the text of this Agreement or in Paragraph 10 shall have the same meanings as in the Plan.

By signing this Agreement (or otherwise acknowledging, as instructed, your agreement thereto), you acknowledge and agree that:

• You have received a copy of the Plan.

• You have read and understand the terms of the Plan and this Agreement.

• The Company has the right, without your prior consent, to amend or modify the terms of the Plan or this Agreement to the extent that the Committee deems it necessary to avoid adverse or unintended tax consequences to you under Section 409A. Such amendments or modifications may limit or eliminate certain rights otherwise available to you under the Plan and/or this Agreement.

1.     No Stockholder Rights Until Issuance of Shares. No shares of Common Stock represented by the Units will be earmarked for you or your account, and you will not have any of the rights of a stockholder with respect to such shares until such time as the shares are issued to you in accordance with the terms of this Agreement.

2.     No Transfer of Units. You may not sell, transfer, assign, pledge or otherwise encumber or dispose of the Units granted hereunder.

3.     Conversion to Common Stock.

(a)     General Rule. At a meeting of the Committee to be held within 90 days after the end of 2008, the Committee shall compare the EPS with the EPS Target for 2008 set by the Committee at the beginning of 2008, the performance year. Subject to your applicable Deferral Election or Re-Deferral Election, as the case may be, the percentage of Units corresponding to (i) the EPS Target achieved, if any, as set forth on the Performance Grid, and (ii) as modified by the TSR Modifier shall be converted, as of the Conversion Date, into Common Stock (up to a maximum of 200% of the Target Award), and all rights with respect to the remaining portion of such Target Award shall be forfeited and surrendered to the Company. Notwithstanding anything in this Agreement to the contrary, upon your forfeiture for any reason of all rights to the Units granted hereunder, such Units shall, for all purposes of the Plan and this Agreement, be deemed terminated and without further force or effect as of the date of such forfeiture.

(b)     Rounding. The number of Units settled in accordance with the calculations described in Paragraph 3(a) shall be rounded to the nearest whole number.

4.     Deferral Elections and Re-Deferral Elections.

(a)     Deferral Elections. You are eligible to make a Deferral Election to defer the issuance to you of all of the shares of Common Stock otherwise issuable to you as of the Conversion Date. To make a Deferral Election, you must complete an election form approved by the Committee that conforms to the terms of the attached ANNEX B, and return or otherwise submit such form to the Record Keeper as soon as possible after the date hereof, but in no event later than thirty (30) from the date of grant indicated above or such shorter period as may be required by applicable law and communicated to you by the Committee. All Deferral Elections must comply with the applicable procedures established by the Committee from time to time. If you make such a Deferral Election (or a Re-Deferral Election pursuant to Paragraph 4(b)), then, as of the Conversion Date, the following shall apply: (i) the Units that would have been earned as of the Conversion Date shall be cancelled; (ii) in exchange for such cancelled Units, you will have a future right to receive a number of shares of Common Stock equal to the number of Units so cancelled, subject to Paragraph 5(d); and (iii) as of the Conversion Date, the Company shall contribute to the Restricted Stock Trust, subject to Paragraph 5(d), a number of shares of Common Stock equal to the number of Units cancelled, which shares shall be used to satisfy the Company’s payment obligations to you under your Deferral Election and this Agreement, and such shares shall be issued to you as of the Payment Date(s) specified in your Deferral Election or Re-Deferral Election, as the case may be, subject to Paragraphs 6, 7, 8 or 12. Notwithstanding anything in this Section 4(a) to the contrary, if the Committee determines that a Deferral Election is not made within the timeframe required by Section 409A, such election shall be cancelled and the shares (if any) issuable to you under the Agreement will be issued as of the Conversion Date.

(b)     Re-Deferral Elections. You may, in accordance with procedures established from time to time by the Committee, also make a Re-Deferral Election with respect to all of the shares of Common Stock earned or eligible to be earned by you under this Agreement, even if you do not make a Deferral Election pursuant to Section 4(a). Any such Re-Deferral Election (i) must be in accordance with the provisions of Section 409A (as reasonably interpreted by the Committee), (ii) must be made in writing (unless otherwise instructed by the Company) and

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received by the Record Keeper at least one year prior to the Payment Date then in effect previously specified in your Deferral Election (or prior Re-Deferral Election) or established under the terms of this Agreement or, if a Deferral Election or a prior Re-Deferral Election is not in effect, at least one year prior to the Conversion Date and (iii) must delay issuance of the shares of Common Stock otherwise issuable to you under this Agreement for a period of not less than five years from such Payment Date or if, a Deferral Election or a prior Re-Deferral Election is not in effect, five years from the Conversion Date as the case may be. To the extent that a Payment Date is delayed pursuant to Paragraph 7(a)(i)(B), (C) or (D), the one-year period referenced in clause (ii) and the five-year period referenced in clause (iii) of this Paragraph 4(b) shall be measured from the Conversion Date. Notwithstanding anything in this Agreement to the contrary, (A) a Re-Deferral Election will be permitted or honored solely to the extent that such election will not result in adverse or unintended tax consequences to you under Section 409A and (B) issuance of amounts subject to an applicable Re-Deferral Election shall not occur prior to the Payment Date(s) set forth in your Re-Deferral Election solely to the extent necessary to avoid adverse or unintended tax consequences to you under Section 409A.

5.     Issuance and Delivery of Shares of Common Stock; Withholding.

(a)     Method of Issuance; Time of Delivery; Stockholder Rights. As soon as practicable after a Payment Date, all shares of Common Stock, if any, earned by you under this Agreement that are to be issued to you as of such Payment Date shall be delivered either through book-entry form as a credit to an account maintained in your name or through the issuance of a stock certificate representing such shares of Common Stock free of any restrictive legend, other than as may be required by applicable securities laws. Upon such issuance, you shall be the record owner of such shares and 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.

(b)     No Deferral Election. If you do not make a Deferral Election or Re-Deferral Election, the shares of Common Stock to be issued to you pursuant to this Agreement shall be issued to you, if earned, as of the Conversion Date, subject to Paragraphs 6, 7 or 12, and delivered to you in a lump sum as soon as practicable after the Conversion Date.

(c)     Deferral Election. If you make a Deferral Election or Re-Deferral Election, the shares of Common Stock to be issued to you, if earned, pursuant to this Agreement shall be issued to you as soon as of the Payment Date(s) specified in such Deferral Election or Re-Deferral Election, subject to Paragraphs 6, 7, 8 or 12, and delivered to you as soon as practicable after the Payment Date(s).

(d)     Amounts to Be Withheld. The number of shares of Common Stock that shall be issued to you (either directly from the Company pursuant to this Paragraph 5 or from the Restricted Stock Trust) as of a Payment Date(s) shall be (i) the number of such shares that would have been issued as of the Payment Date in the absence of this Paragraph 5(d) minus (ii) the number of whole shares of Common Stock necessary to satisfy (A) the minimum federal, state and local income tax withholding obligations that are imposed on the Company by applicable law in respect of the issuance of such award, (B) other tax withholding obligations (e.g., Social Security and Medicare) that may be due from time to time under applicable law (and that may be satisfied by the reduction effected hereby in the number of issuable shares), and if a Deferral

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Election or a Re-Deferral Election is in effect, the additional income tax withholding obligations attributable to the wages included in income under Section 3401 of Code and (C) any administrative fees that may be imposed by the Company, in each case, it being understood that the value of the shares referred to in clause (ii) above shall be determined, for the purposes of satisfying the obligations set forth in this Paragraph 5(d) and determining your income related to such award, on the basis of the average of the high and low per-share prices for the Common Stock as reported on the Consolidated Transaction Reporting System on the trading day immediately preceding the designated date of issuance or as otherwise determined in Paragraph 8, or on such other reasonable basis for determining fair market value as the Committee may from time to time adopt. Shares of Common Stock may also be issued and withheld at the time Social Security, Medicare and other wage withholding taxes are due. Notwithstanding anything in this Paragraph 5(d) to the contrary, the number of shares described in clause (i)(A) through (i)(C) above shall not exceed the aggregate amount due for Social Security and Medicare taxes and the income tax withholding related to such amount.

(e)     Compliance with Section 409A. To the extent that the shares of Common Stock, if any, issuable to you under this Agreement are to be issued in connection with your Separation from Service (for any reason other than death) during the period beginning on your Separation from Service and ending on the six-month anniversary of such date and, at the time of such Separation from Service, you are a Specified Employee, then, solely to the extent the Committee determines necessary to avoid adverse or unintended tax consequences to you under Section 409A, such issuance shall be delayed until the first business day of the month following the six-month anniversary of your Separation from Service.

6.     Separation from Service Other than by Reason of Retirement, Disability or Death; Forfeiture; Default Payment.

(a)     Prior to Conversion Date. If you incur a Separation from Service prior to the Conversion Date for any reason other than Retirement, Disability or death, you shall forfeit all rights to all Units granted hereunder.

(b)     On or After Conversion Date. If you incur a Separation from Service on or after the Conversion Date for any reason other than Retirement, Disability or death, the shares that are earned under this Agreement, but have not then been issued to you, shall be issued to you in accordance with Paragraph 5 as of the Payments Date(s) specified below:

(i)     No Deferral/Re-Deferral Election. If you did not make a Deferral Election or Re-Deferral Election, as the case may be, the shares of Common Stock shall be issued in a lump sum as of the Conversion Date.

(ii)     Deferral/Re-Deferral Election. If you made a Deferral Election or Re-Deferral Election with respect to the shares earned under this Agreement, the shares subject to your Deferral Election or Re-Deferral Election, as the case may be, that are earned but have not then been issued to you shall be issued to you, in accordance with Paragraph 5, in a lump sum as of the first business day of the month following the date of such Separation from Service, regardless of the Payment Date(s) specified in your Deferral Election or Re-Deferral Election.

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7.     Separation from Service by Reason of Retirement, Disability or Death.

(a)     Prior to Conversion Date.

(i)     Issuance of Shares. If you incur a Separation from Service prior to the Conversion Date (A) by reason of Retirement, Disability or death and (B) as of the date of such Separation from Service, you have been in the continuous employment of the Company or one or more of its subsidiaries for the two-year period ending on the date of such Separation from Service, the Units granted hereunder shall remain outstanding and shall be settled in accordance with Paragraph 3 and the shares of Common Stock in settlement of such Units, if earned, shall be issued in accordance with Paragraph 5 as of the Payments Date(s) specified below:

(A)     No Deferral/Re-Deferral Election. If you did not make a Deferral Election or Re-Deferral Election, as the case may be, with respect to such shares, the shares of Common Stock shall be issued to you, your legal representative or other person designated by an appropriate court as entitled to take receipt thereof or your Beneficiary, as the case may be, in a lump sum as of the Conversion Date.

(B)     Deferral/Re-Deferral Election—Retirement. If you made a Deferral Election or Re-Deferral Election, as the case may be, with respect to such shares and the Separation from Service is by reason of Retirement, the shares subject to such Deferral Election or Re-Deferral Election shall be issued to you in the form (lump sum or installments) elected by you in the Deferral Election or Re-Deferral Election, as the case may be, as of the later of (x) the Payment Date(s) specified in your Deferral Election or Re-Deferral Election, and (y) the Conversion Date.

(C)     Deferral/Re-Deferral Election—Disability. If you made a Deferral Election or Re-Deferral Election, as the case may be, with respect to such shares and the Separation from Service is by reason of Disability, the shares subject to such Deferral Election or Re-Deferral Election shall be issued in accordance with Paragraph 7(a)(i)(B) to you, your legal representative or other person designated by an appropriate court as entitled to take receipt thereof, as the case may be.

(D)     Deferral/Re-Deferral Election—Death. Notwithstanding anything in this Paragraph 7(a) to the contrary, if your Separation from Service is by reason of death or you die after a Separation from Service by reason of Retirement or Disability and, in either such case, you have shares of Common Stock subject to a Deferral Election or Re-Deferral Election, as the case may be, that have not then been issued to you, such shares shall be issued to your Beneficiary in a lump sum as of the Conversion Date, regardless of the Payment Date(s) specified in your Deferral Election or Re-Deferral Election.

(ii)     Continuous Employment Requirement. Notwithstanding anything in this Paragraph 7 to the contrary, if you incur a Separation from Service prior to the Conversion Date (A) by reason of Retirement, Disability or death and (B) as of the date of your Separation from Service, you have not been in the continuous employment of the Company or one or more of its

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subsidiaries for the two-year period ending on such Separation from Service, you shall forfeit all rights to all Units granted hereunder as of the date of such Separation from Service.

(b)     On or After Conversion Date.

(i)     No Deferral/Re-Deferral Election. If you did not make a Deferral Election or Re-Deferral Election with respect to such shares and you incur a Separation from Service on or after the Conversion Date by reason of Retirement, Disability or death, such shares of Common Stock, if earned, shall be issued to you, your legal representative or other person designated by an appropriate court as entitled to take receipt thereof or your Beneficiary, as the case may be, in a lump sum as of the Conversion Date.

(ii)     Deferral/Re-Deferral Election—Retirement. If you incur a Separation from Service on or after the Conversion Date by reason of Retirement and you have shares of Common Stock subject to a Deferral Election or Re-Deferral Election, as the case may be, that have not then been issued to you, such shares, if earned, shall be issued to you in accordance with Paragraph 5 as of the Payment Dates(s) specified in your Deferral Election or Re-Deferral Election.

(iii)     Deferral/Re-Deferral Election—Disability. If you incur a Separation from Service on or after the Conversion Date by reason of Disability and you have shares of Common Stock subject to a Deferral Election or Re-Deferral Election, as the case may be, that have not then been issued to you, such shares, if earned, shall be issued to you, your legal representative or other person designated by an appropriate court as entitled to take receipt thereof, as the case may be, in accordance with Paragraph 5 as of the Payment Date(s) specified in your Deferral Election or Re-Deferral Election.

(iv)     Deferral/Re-Deferral Election—Death. Notwithstanding anything in this Paragraph 7(b) to the contrary, if your Separation from Service is by reason of death or you die after a Separation from Service by reason of Retirement or Disability, and, in either such case, you have shares of Common Stock subject to a Deferral Election or Re-Deferral Election, as the case may be, that have not then been issued to you, such shares, if earned, shall be issued to your Beneficiary, in accordance with Paragraph 5, in a lump sum as soon as practicable following the date of your death, regardless of the Payment Date(s) specified in your Deferral Election or Re-Deferral Election.

8.     Distribution in the Event of Financial Hardship.

(a)     Requirements. If the issuance of shares of Common Stock has been deferred by you pursuant to a Deferral Election or Re-Deferral Election, as the case may be, and such shares have not then been issued to you, you may submit a written request for an accelerated issuance of such shares in the event you experience an Unforeseeable Financial Emergency. The Hardship Committee shall evaluate any such request as soon as practicable in accordance with Section 409A. If the Hardship Committee determines in its sole discretion that you are experiencing such an Unforeseeable Financial Emergency, the Hardship Committee shall direct the Company to issue to you, as soon as practicable following such determination, such number of shares of Common Stock held for your account in the Restricted Stock Trust, provided that the

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value of such shares of Common Stock does not exceed the amount reasonably necessary to satisfy the Unforeseeable Financial Emergency and any federal, state and local income taxes or penalties reasonably anticipated as a result of such issuance of shares. A distribution on account of an Unforeseeable Financial Emergency shall not be made to the extent to which such Unforeseeable Financial Emergency is, or may be, relieved through reimbursement or compensation by insurance or otherwise or by liquidation of your assets (to the extent the liquidation of such assets would not itself cause severe financial hardship).

(b)     Distribution Procedures. For purposes of this Paragraph 8, the value of the shares of Common Stock shall be calculated based on the average of the high and low share prices for the Common Stock as reported on the Consolidated Transaction Reporting System on the trading day immediately preceding the date of approval by the Hardship Committee. You must provide adequate documentation to the Hardship Committee in order to be eligible for the issuance of shares to confirm the amount needed to satisfy the costs related to the Unforeseeable Financial Emergency and the taxes payable on the release of such shares. If you have elected, pursuant to Paragraph 4, to receive the shares of Common Stock subject to this Agreement in the form of installments, the number of shares issued to you due to the Unforeseeable Financial Emergency pursuant to this Paragraph 8 shall be deducted from the remaining installments to be issued to you starting with the last in time of such installments scheduled to be issued.

9.     Miscellaneous. This Agreement may not be amended except in writing. Neither the existence of the Plan and this Agreement nor the Target Award granted hereby shall create any right to continue to be employed by the Company or its subsidiaries, and your employment shall continue to be at will and terminable at will by the Company. In the event of a conflict between this Agreement and the Plan, the Plan shall govern; provided, however, that nothing in this Paragraph 9 shall be construed as requiring that any such conflict be resolved in a manner that the Company determines would be inconsistent with Section 409A or would result in adverse or unintended tax consequences to you under Section 409A. To the extent that the Committee or the Hardship Committee is authorized to make a determination under this Agreement, all such determinations shall be in the sole discretion of the Committee, the Hardship Committee or their respective delegates.

10.     Definitions and Rules of Construction.

(a)     Definitions. The following terms have the meanings set forth below:

“Agreement” means this Performance Share Award Agreement under the Plan, including each annex attached hereto.

“Beneficiary” means one or more individuals or entities (including a trust or estate) designated by you to receive, in the event of your death, any shares of Common Stock earned and issuable to you pursuant to this Agreement. You may change your Beneficiary by submitting the appropriate form, as determined by the Committee, to the Record Keeper. The last such form submitted prior to your death with respect to the amounts awarded pursuant to this Agreement received by the Record Keeper shall supersede any prior such form submitted. In the event of your death, the Record Keeper shall attempt to locate your Beneficiary in the order presented on the appropriate Beneficiary designation form by taking one or more of the

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following actions: first, sending a letter by certified mail to the address of the Beneficiary indicated on the Beneficiary designation form, second, using the letter-forwarding service offered by the Internal Revenue Service or the Federal Social Security Administration and third, taking any other action that the Committee deems appropriate. If 90 days after the last such action taken by the Record Keeper, the Record Keeper has not located your Beneficiary, or if you have no Beneficiary (whether due to the death of your Beneficiary or your failure to properly designate your Beneficiary on the appropriate form), your Beneficiary shall be your estate for purposes of issuing the shares of Common Stock due to you under this Agreement.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and the rulings, regulations and other guidance thereunder.

“Committee” means the Compensation and Benefits Committee of the Board of Directors of the Company. Any action that the Committee is required or permitted to take hereunder may be undertaken by any person to whom the Committee delegated authority to take such action, and any action by a delegate of the Committee shall, for all purposes hereof, constitute an act of the Committee.

“Common Stock” means the common stock of the Company, par value $0.33 1/3 per share.

“Company” means Wyeth, a Delaware corporation, and any successor thereto.

“Conversion Date” means the date between January 1, 2009 and March 31, 2009 on which the Committee makes the determination set forth in Paragraph 3(a); provided, however, that for purposes of Paragraph 4(b), Conversion Date shall be deemed to mean January 1, 2009.

“Deferral Election” means your one-time irrevocable deferral election made in accordance with the terms of Paragraph 4(a) to defer receipt of all of the shares of Common Stock otherwise issuable to you as of the Conversion Date.

“Disability” means a Separation from Service by reason of disability for purposes of at least one qualified retirement plan or long-term disability plan maintained by the Company in which you participate. To the extent that your Disability is not a disability within the meaning of Section 409A, any issuance of shares of Common Stock under this Agreement may be delayed for six months and one day following your Separation from Service in accordance with Paragraph 5(e).

“EPS” means the earnings or net income per share of common stock of the Company for 2008, adjusted to exclude the effect of extraordinary or unusual items of income or expense, all as determined in good faith by the Committee acting in its sole discretion.

“EPS Target” shall be the EPS target amount established by the Committee at a meeting to be held no later than March 1, 2008; provided, however, that if for any reason the Committee shall determine that the EPS Target is no longer a practicable or appropriate measure of financial performance, the Committee may take action to substitute another financial measure as it deems appropriate under the circumstances.

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“Exchange Act” means the Securities Exchange Act of 1934 (as amended from time to time) and the rules and regulations promulgated thereunder.

“Hardship Committee” means the individual or individuals designated by the Committee to make all determinations under Paragraph 8. Any action that the Hardship Committee is required or permitted to take hereunder may be undertaken by any person to whom the Hardship Committee delegated authority to take such action, and any action by a delegate of the Hardship Committee shall, for all purposes hereof, constitute an act of the Hardship Committee.

“Payment Date” means the date as of which shares of Common Stock are issued to you in accordance with the terms of this Agreement and any applicable Deferral Election and Re-Deferral Election made by you in accordance with the terms hereof.

“Peer Group” shall consist of those companies listed on ANNEX A attached hereto, which Annex may be amended from time to time as a result of circumstances (e.g., merger, consolidations, etc.) deemed by the Committee in its sole discretion to warrant such amendment.

“Performance Grid” shall be the performance chart established by the Committee at a meeting to be held no later than March 1, 2008, which shall plot the different payout percentage levels at various EPS Targets achieved; provided, however, that if for any reason the Committee shall determine that the Performance Grid is no longer a practicable or appropriate measure of financial performance, the Committee may take action to substitute another financial measure as it deems appropriate under the circumstances.

“Plan” means the plan identified on the first page of this Agreement, as the same may be amended from time to time. The terms of the Plan constitute a part of this Agreement.

“Record Keeper” means the person or persons identified from time to time by the Committee to be responsible for the day-to-day administration of the Plan.

“Re-Deferral Election” means an election made in accordance with Section 409A to delay the payment of all shares of Common Stock issuable to you pursuant to your Deferral Election or as otherwise described in Paragraph 4(b).

“Restricted Stock Trust” means the trust fund established under the Trust Agreement to accommodate the deferral of issuance of shares of Common Stock represented by Units (and any dividends paid thereon) as provided in Paragraph 4, which trust fund is subject to the claims of the Company’s general creditors under federal and state law in the event of insolvency of the Company as described in the Trust Agreement.

“Retirement” has the meaning set forth in the Plan; provided, however, that if you have not attained age 55 on or before the date of your Separation from Service by reason of Disability, then solely for purposes of issuance of amounts subject to your Deferral Election or Re-Deferral Election (if any), as the case may be, “Retirement” shall mean the date you attain age 55, unless to do so would result in adverse or unintended tax consequences to you under Section 409A.

“Section 409A” means Section 409A of the Code.

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“Separation from Service” means a separation from service with the Company and its Affiliates for purposes of Section 409A. For purposes of this definition, “Affiliate” means any corporation that is in the same controlled group of corporations (within the meaning of Section 414(b) of the Code) as the Company, any trade or business that is under common control with the Company (within the meaning of Section 414(c) of the Code), any affiliated service group (within the meaning of Section 414(m) of the Code) of which the Company is a part and any other entity required to be aggregated with the Company pursuant to Section 414(o) of the Code.

“Specified Employee” means a “specified employee” as defined in Section 409A.

“Total Shareholder Return” for any company for any period shall mean the percentage change in the per-share stock market price of such company’s common stock (or equivalent security) during such period (assuming that each of such company’s per-share dividends are reinvested in such security at the closing market per-share price as of the dividend payment date), which calculation shall be determined in good faith by the Committee acting in its sole discretion.

“Trust Agreement” means the Restricted Stock Trust Agreement, dated as of April 20, 1994, as amended, or any successor agreement thereto.

“TSR Modifier” means a chart, attached hereto as ANNEX C, established by the Committee at a meeting to be held no later than April 30, 2006, which plots the different modifiers (which may be positive or negative) at TSR Performance Levels achieved; provided, however, that if for any reason the Committee shall determine that the TSR Modifier for the applicable three-year period is not an accurate measure of the Company’s performance for such three-year period, the Committee may, in its discretion, take action to adjust the percentage modifier in a manner that it deems appropriate under the circumstances.

“TSR Performance Level” means the Company’s ranking, based on its Total Shareholder Return, compared to the Total Shareholder Return of each member of the Peer Group for the three-year period from January 1, 2006 to December 31, 2008.

“Unforeseeable Financial Emergency” means a severe financial hardship to you resulting from (a) a sudden and unexpected illness or accident of you, your spouse or any of your dependents (as defined in Section 152(a) of the Code), (b) a loss of your property by reason of casualty or (c) such other extraordinary and unforeseeable financial circumstances, arising as a result of events beyond your control. The definition of Unforeseeable Financial Emergency and the procedures related to payments in connection therewith shall comply with the applicable provisions of Section 409A as reasonably construed by the Hardship Committee.

(b)     Rules of Construction. All references to Paragraphs refer to paragraphs in this Agreement. The titles to Paragraphs in this Agreement are for convenience of reference only and, in case of any conflict, the text of this Agreement, rather than such titles, shall control.

11.     Compliance with Laws.

(a)     General Rule. This Agreement shall be governed by the laws of the State of Delaware and any applicable laws of the United States. Notwithstanding anything herein to the

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contrary, the Company shall not be obligated to issue any Units or shares of Common Stock of the Company represented thereby pursuant to this Agreement unless and until the Company is advised by its counsel that the issuance of such shares through book-entry form by a credit to an account maintained on your behalf, or through a stock certificate representing such shares, is in compliance with all applicable laws and regulations of governmental authority. The Company shall in no event be obliged to register any securities pursuant to the Securities Act of 1933 (as amended from time to time) or to take any other action in order to cause the issuance of such shares through book-entry form by a credit to an account maintained on your behalf, or through a stock certificate representing such shares, to comply with any such law or regulation.

(b)     Reservation of Rights. The Committee reserves the right, at any time, to (i) amend, modify, cancel or rescind, without your consent, any or all of the terms and conditions of the Plan and this Agreement or (ii) terminate the Plan, to the extent the Committee determines necessary to (A) comply with any applicable law, regulation, ruling or other regulatory guidance, including, without limitation, Section 409A, or (B) avoid adverse or unintended tax consequences to you under Section 409A.

(c)     Section 16. If you are subject to Section 16 of the Exchange Act, transactions under the Plan and this Agreement are intended to comply with all applicable conditions of Rule 16b-3 or its successors under the Exchange Act. To the extent any provision of the Plan, this Agreement or action by the Committee involving you is deemed not to comply with an applicable condition of Rule 16b-3, such provision or action shall be deemed null and void as to you, to the extent permitted by law and deemed advisable by the Committee; provided, however, that no action shall be taken pursuant to this sentence that could result in adverse or unintended tax consequences to you under Section 409A. Moreover, in the event the Plan or this Agreement does not include a provision required by Rule 16b-3 to be stated therein, such provision (other than one relating to eligibility requirements or the price and amount of awards as applicable) shall be deemed automatically to be incorporated by reference into the Plan and/or this Agreement insofar as you are concerned, with such incorporation to be deemed effective as of the effective date of such Rule 16b-3 provision.

12.     Change of Control.

(a)     Vesting. Upon a Change of Control, your Units shall be fully vested.

(b)     No Deferral of Compensation. If, as of a Change of Control, your Units do not constitute, either in whole or in part, a deferral of compensation for purposes of Section 409A, then 30 days after such Change of Control, the shares of Common Stock in settlement of such Units shall be issued, except as otherwise provided in Paragraph 12(d), to you, your legal representative or other person designated by an appropriate court as entitled to take receipt thereof or your Beneficiary, as the case may be, in accordance with Paragraph 4, in a lump sum.

(c)     Deferral of Compensation. If, as of a Change of Control, your Units constitute, either in whole or in part, a deferral of compensation for purposes of Section 409A or have been cancelled, in whole or in part, pursuant to Paragraph 4(a), then, solely to the extent that such Change of Control is a change of control event within the meaning of Section 409A, the Committee may, in its discretion, terminate the Plan and, except as otherwise provided in

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Paragraph 12(d), and without regard to any Deferral Election or Re-Deferral Election, issue in a lump sum to you, your legal representative or other person designated by an appropriate court as entitled to take receipt thereof or your Beneficiary, as the case may be, in accordance with Paragraph 4, the shares of Common Stock then issuable to you pursuant to this Section 12(c); provided, that, such issuance shall be at a time and in a manner that will not result in the imposition on you of adverse or unintended tax consequences under Section 409A.

(d)     Cash In Lieu of Shares. In lieu of shares of Common Stock issuable pursuant to Paragraphs 12(b) and 12(c), as the case may be, the Committee may, in its sole discretion, distribute to you an amount, in cash, equal to the value of such shares determined in accordance with Plan provisions. Such amount shall be paid at the time specified in Paragraphs 12(b) and 12(c), as the case may be.

13.     Effect of Acknowledgement. In order to receive the award described in this Agreement, you must acknowledge receipt of the Agreement as soon as reasonably practicable by using the applicable procedure established by the Committee for such purpose. By acknowledging receipt in accordance with this Paragraph 13, you are agreeing to the terms and conditions of this Agreement and to amendment of any prior award agreement from the Company relating to stock units that were not earned and vested as of December 31, 2004 to incorporate terms and conditions that are substantially similar to those set forth in this Agreement.

WYETH

By:

ACCEPTED AND AGREED TO:
Name (Please Print)	Social Security Number
Signature	Date of Birth

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ANNEX A

Peer Group

Abbott Laboratories

Bristol-Myers Squibb Company

Eli Lilly and Company

Johnson & Johnson

Merck & Co., Inc.

Pfizer Inc.

Schering-Plough Corporation

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ANNEX B

TERMS AND CONDITIONS OF DEFERRAL ELECTIONS

AND RE-DEFERRAL ELECTIONS

Any Deferral Elections are subject to Paragraph 4(a) of this Agreement and the terms and conditions set forth in this ANNEX B. Capitalized terms not defined in this ANNEX B have the same meanings as in this Agreement.

1. Your Deferral Election applies to all shares of Common Stock earned and issuable under this Agreement and must be made on an election form that conforms to this ANNEX B. Your Deferral Election must be submitted to the Record Keeper as soon as possible and by no later than 30 days from the date of this Agreement or such shorter period as may be required by Section 409A and communicated to you by the Record Keeper.

2. Once your completed election form has been submitted in accordance with this Agreement and this ANNEX B, your Deferral Election will be irrevocable.

3. All Deferral Elections and Re-Deferral Elections shall conform to Section 409A. Notwithstanding anything to the contrary in this ANNEX B, the Company has the right, without your prior consent, to amend or modify your Deferral Elections and Re-Deferral Elections (including the time and form of payment) to the extent that the Committee deems necessary to avoid adverse or unintended tax consequences to you under Section 409A.

4. If you elect to make a Deferral Election, you must select either a Short-Term Payout or a Retirement Benefit, as described below. Unless otherwise provided in this Agreement, all of the shares of Common Stock earned and issuable under this Agreement will be issued as of such Payment Date(s) and delivered to you as soon as practicable thereafter. You cannot elect both a Short-Term Payout and a Retirement Benefit Payout.

a. A Short-Term Payout is a lump-sum distribution of all such shares of Common Stock issued as of the Payment Date you select, which can be no earlier than the first business day of the month following the date that is three and no more than fifteen years after the Conversion Date. Additionally, the Payment Date for your Short-Term Payout can be no later than the end of the calendar year in which you attain age 80.

b. A Retirement Benefit is a distribution of all such shares of Common Stock in the form of either a lump sum or annual installments (over 3 to 15 years) issued as of the first business day of the month following your Retirement or a later date that is one or more years after your Retirement. To the extent permitted by Section 409A, installments will be treated as a single payment form. You must elect a Payment Date that results in all shares earned and issuable under this Agreement being issued to you no later than the end of the calendar year in which you attain age 80. Any earned and unissued shares will be issued to you by the end of such calendar year, notwithstanding your election.

B-1

5. The following additional rules apply to Deferral Elections and Re-Deferral Elections:

a. If you make a Deferral Election or Re-Deferral Election to receive the shares earned and issuable to you under this Agreement as a Retirement Benefit issued in installments, each installment after the first installment will be paid on the first business day of the month following the anniversary of your Retirement.

b. If you make a Deferral Election or Re-Deferral Election to receive the shares earned and issuable to you under this Agreement as a Retirement Benefit issued in installments, and the first installment is delayed pursuant to Paragraph 5(e), such installment shall be issued as of the first business day of the month following the six-month anniversary of your Separation from Service. The second installment shall be issued as of the first business day of the month following the first anniversary of your Separation from Service.

c. If you make a Deferral Election or Re-Deferral Election to receive the shares earned and issuable to you under this Agreement in a Short-Term Payout, you may make a subsequent Re-Deferral Election to the extent permitted by Paragraph 4(b) with respect to such shares, as long as you are an active employee of the Company or its subsidiaries at the time of such subsequent Re-Deferral Election.

d. If you make a Deferral Election or Re-Deferral Election to receive the shares earned and issuable to you under this Agreement as a Retirement Benefit, you may make a subsequent Re-Deferral Election to the extent permitted by Paragraph 4(b) with respect to such shares, as long as (x) issuance of the shares subject to your Deferral Election or prior Re-Deferral Election has not commenced at the time of such subsequent Re-Deferral Election and (y) if, prior to such subsequent Re-Deferral Election, you incurred a Separation of Service, it was by reason of Retirement.

e. If you make a Deferral Election or Re-Deferral Election to receive a Retirement Benefit and incur a Separation from Service by reason of Retirement: prior to the Conversion Date and have been, as of the date of such Separation from Service, in the continuous employment of the Company or one or more of its subsidiaries for at least two consecutive years, the shares of Common Stock earned and issuable under this Agreement subject to your Deferral Election or Re-Deferral Election will be issued in the form (installments or lump sum) elected by you in the Deferral Election or Re-Deferral Election, as the case may be and, subject to Paragraph 5(e), as of the later of (A) the Payment Date(s) specified in your Deferral Election or Re-Deferral Election, as the case may be, and (B) the Conversion Date.

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ANNEX C

TSR Modifier

TSR Performance Level	Percentage Points By Which TSR Modifier Will Modify Award Based on EPS Target Achieved
Top 2 Ranking	Increase by 25 Percentage Points to a maximum of 200% of the Award.
Middle 4 Ranking	No Modification
Bottom 2 Ranking	Decrease by 25 Percentage Points, except if EPS Target Achieved would yield between 150% and 200% of Award, then Award will be reduced on a sliding scale between 25 and 50 Percentage Points

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EX-10.6

Exhibit 10.6

WYETH

PERFORMANCE SHARE AWARD AGREEMENT

UNDER THE WYETH [    ] STOCK INCENTIVE PLAN

DATE OF GRANT_____________

NUMBER OF SHARES SUBJECT

TO TARGET AWARD: [####]

____________________________

Name

Address 1

Address 2

The Company hereby awards you a performance share award consisting of stock units (the “Units”) representing shares of Common Stock in the amount set forth above (the “Target Award”). The Units are subject to the terms and restrictions set forth in the Plan and this Agreement. Each Unit corresponds to one share of Common Stock. Upon the full or partial satisfaction by the Company of certain performance criteria described in Paragraph 3, the Units shall be converted into shares of Common Stock on the terms and conditions set forth herein. Capitalized words not otherwise defined in the text of this Agreement or in Paragraph 10 shall have the same meanings as in the Plan.

By signing this Agreement (or otherwise acknowledging, as instructed, your agreement thereto), you acknowledge and agree that:

• You have received a copy of the Plan.

• You have read and understand the terms of the Plan and this Agreement.

• The Company has the right, without your prior consent, to amend or modify the terms of the Plan or this Agreement to the extent that the Committee deems it necessary to avoid adverse or unintended tax consequences to you under Section 409A. Such amendments or modifications may limit or eliminate certain rights otherwise available to you under the Plan and/or this Agreement.

1.     No Stockholder Rights Until Issuance of Shares. No shares of Common Stock represented by the Units will be earmarked for you or your account, and you will not have any of the rights of a stockholder with respect to such shares until such time as the shares are issued to you in accordance with the terms of this Agreement.

2.     No Transfer of Units. You may not sell, transfer, assign, pledge or otherwise encumber or dispose of the Units granted hereunder.

3.     Conversion to Common Stock.

(a)     EPS Conversion Date. At a meeting of the Committee to be held within 90 days after the end of 2007, the Committee shall compare the EPS with the EPS Target for 2007 set by the Committee at the beginning of 2007, the performance year. If the Committee determines that the minimum EPS Target has been achieved as set forth on the Performance Grid adopted by the Committee at the beginning of such performance year, then, subject to your applicable Deferral Election or Re-Deferral Election, as the case may be, the percentage of Units corresponding to the EPS Target achieved as set forth on the Performance Grid shall be converted, as of the EPS Conversion Date, into Common Stock (up to a maximum of 200% of the Target Award), and all rights with respect to the remaining portion of such Target Award (up to a maximum of 100% of the Target Award, if any) shall be governed by Paragraph 3(b) and Paragraph 3(c).

(b)     TSR Determination Date. In the event that less than 100% of the Target Award is converted to Common Stock as of the EPS Conversion Date pursuant to Paragraph 3(a) above, then up to 100% of the Units represented by such Target Award that were not converted shall be eligible for subsequent conversion to shares of Common Stock as provided in this Paragraph 3(b). At a meeting of the Committee to be held within 90 days after the end of 2009, the Committee shall determine the Total Shareholder Return of the Company and of each member of the Peer Group, and shall rank them comparatively, for the three-year period beginning January 1 2007 ending December 31, 2009 and, if the Company ranks within the highest three for such period, then, subject to your Deferral Election or Re-Deferral Election, as the case may be, the Units representing 100% of the Target Award that were not previously converted shall be converted to Common Stock as of the TSR Determination Date.

(c)     Forfeiture of Units. If the Company does not rank in the highest three of the Peer Group, then any Units not previously settled as of the EPS Conversion Date shall be immediately forfeited as of the date of the Committee’s determination under Paragraph 3(b), and all rights with respect thereto shall be surrendered to the Company. Notwithstanding anything in this Agreement to the contrary, upon your forfeiture for any reason of all rights to the Units granted hereunder, such Units shall, for all purposes of the Plan and this Agreement, be deemed terminated and without further force or effect as of the date of such forfeiture.

(d)     Rounding. The number of Units settled in accordance with the calculations described in Paragraphs 3(a) and 3(b) shall be rounded to the nearest whole number.

4.     Deferral Elections and Re-Deferral Elections.

(a)     Deferral Elections. You are eligible to make a Deferral Election to defer the issuance to you of all of the shares of Common Stock otherwise issuable to you as of the EPS Conversion Date or the TSR Determination Date, as the case may be. To make a Deferral Election, you must complete an election form approved by the Committee that conforms to the terms of the attached ANNEX B, and return or otherwise submit such form to the Record Keeper as soon as possible after the date hereof, or a shorter period as may be required by applicable law and communicated to you by the Committee. All Deferral Elections must comply with the applicable procedures established by the Committee from time to time. If you make such a Deferral Election (or a Re-Deferral

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Election pursuant to Paragraph 4(b)), then, as of the EPS Conversion Date and/or the TSR Determination Date, as the case may be, the following shall apply: (i) the Units that would have been earned as of the EPS Conversion Date or the TSR Determination Date, as the case may be, shall be cancelled; (ii) in exchange for such cancelled Units, you will have a future right to receive a number of shares of Common Stock equal to the number of Units so cancelled, subject to Paragraph 5(d); and (iii) as of the EPS Conversion Date and/or TSR Determination Date, as the case may be, the Company shall contribute to the Restricted Stock Trust, subject to Paragraph 5(d), a number of shares of Common Stock equal to the number of Units cancelled, which shares shall be used to satisfy the Company’s payment obligations to you under your Deferral Election and this Agreement, and such shares shall be issued to you as of the Payment Date(s) specified in your Deferral Election or Re-Deferral Election, as the case may be, subject to Paragraphs 6, 7, 8 or 12. Notwithstanding anything in this Paragraph 4(a) to the contrary, if the Committee determines that a Deferral Election is not made within the timeframe required by Section 409A, such election shall be cancelled and the shares (if any) issuable to you under the Agreement will be issued as of the EPS Conversion Date and/or TSR Determination Date, as the case may be, pursuant Paragraph 3(a) and Paragraph 3(b).

(b)     Re-Deferral Elections. You may, in accordance with procedures established from time to time by the Committee, also make a Re-Deferral Election with respect to all of the shares of Common Stock earned or eligible to be earned by you under this Agreement, even if you do not make a Deferral Election pursuant to Section 4(a). Any such Re-Deferral Election (i) must be in accordance with the provisions of Section 409A (as reasonably interpreted by the Committee), (ii) must be made in writing (unless otherwise instructed by the Company) and received by the Record Keeper at least one year prior to the Payment Date then in effect previously specified in your Deferral Election (or prior Re-Deferral Election) or established under the terms of this Agreement or, if a Deferral Election or a prior Re-Deferral Election is not in effect, at least one year prior to the EPS Conversion Date and/or TSR Determination Date, as the case may be and (iii) must delay issuance of the shares of Common Stock otherwise issuable to you under this Agreement for a period of not less than five years from such Payment Date or, if a Deferral Election or a prior Re-Deferral Election is not in effect, five years from the EPS Conversion Date and/or TSR Determination Date, as the case may be. To the extent that a Payment Date is delayed pursuant to Paragraph 7(a)(i)(B), (C) or (D) or Paragraph 7(c)(ii)(B), (iii) or (iv), the one-year period referenced in clause (ii) and the five-year period referenced in clause (iii) of this Paragraph 4(b) shall be measured from the EPS Conversion Date or TSR Determination Date, as the case may be. Notwithstanding anything in this Agreement to the contrary, (A) a Re-Deferral Election will be permitted or honored solely to the extent that such election will not result in adverse or unintended tax consequences to you under Section 409A and (B) issuance of amounts subject to an applicable Re-Deferral Election shall not occur prior to the Payment Date(s) set forth in your Re-Deferral Election solely to the extent necessary to avoid adverse or unintended tax consequences to you under Section 409A.

5.     Issuance and Delivery of Shares of Common Stock; Withholding.

(a)     Method of Issuance; Time of Delivery; Stockholder Rights. As soon as practicable after a Payment Date, all shares of Common Stock, if any, earned by you under this Agreement that are to be issued to you as of such Payment Date shall be delivered either through book-entry form as a credit to an account maintained in your name or through the issuance of a stock

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certificate representing such shares of Common Stock free of any restrictive legend, other than as may be required by applicable securities laws. Upon such issuance, you shall be the record owner of such shares and 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.

(b)     No Deferral Election. If you do not make a Deferral Election or Re-Deferral Election, the shares of Common Stock to be issued to you pursuant to this Agreement shall be issued to you, if earned, as of the EPS Conversion Date or TSR Determination Date, as the case may be, subject to Paragraphs 6, 7 or 12, and delivered to you in a lump sum as soon as practicable after the EPS Conversion Date and/or TSR Determination Date, as the case may be.

(c)     Deferral Election. If you make a Deferral Election or Re-Deferral Election, the shares of Common Stock to be issued to you, if earned, pursuant to this Agreement shall be issued to you as of the Payment Date(s) specified in such Deferral Election or Re-Deferral Election, subject to Paragraphs 6, 7, 8 or 12, and delivered to you as soon as practicable after such Payment Date(s).

(d)     Amounts to Be Withheld. The number of shares of Common Stock that shall be issued to you (either directly from the Company pursuant to this Paragraph 5 or from the Restricted Stock Trust) as of a Payment Date(s) shall be (i) the number of such shares that would have been issued as of the Payment Date in the absence of this Paragraph 5(d) minus (ii) the number of whole shares of Common Stock necessary to satisfy (A) the minimum federal, state and local income tax withholding obligations that are imposed on the Company by applicable law in respect of the issuance of such award, (B) other tax withholding obligations (e.g., Social Security and Medicare) that may be due from time to time under applicable law (and that may be satisfied by the reduction effected hereby in the number of issuable shares) and, if a Deferral Election or a Re-Deferral Election is in effect, the additional income tax withholding obligations attributable to the wages included in income under Section 3401 of the Code and (C) any administrative fees that may be imposed by the Company, in each case, it being understood that the value of the shares referred to in clause (ii) above shall be determined, for the purposes of satisfying the obligations set forth in this Paragraph 5(d) and determining your income related to such award, on the basis of the average of the high and low per-share prices for the Common Stock as reported on the Consolidated Transaction Reporting System on the trading day immediately preceding the designated date of issuance or as otherwise determined in Paragraph 8, or on such other reasonable basis for determining fair market value as the Committee may from time to time adopt. Shares of Common Stock may also be issued and withheld at the time Social Security, Medicare and other wage withholding taxes are due. Notwithstanding anything in this Paragraph 5(d) to the contrary, the number of shares described in clause (i)(A) through (i)(C) above shall not exceed the aggregate amount due for Social Security and Medicare taxes and the income tax withholding related to such amount.

(e)     Compliance with Section 409A. To the extent that the shares of Common Stock, if any, issuable to you under this Agreement are to be issued in connection with your Separation from Service (for any reason other than death) during the period beginning on your Separation from Service and ending on the six-month anniversary of such date and, at the time of such Separation from Service, you are a Specified Employee, then, solely to the extent the Committee determines necessary to avoid adverse or unintended tax consequences to you under Section

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409A, such issuance shall be delayed until the first business day of the month following the six-month anniversary of your Separation from Service.

6.     Separation from Service Other than by Reason of Retirement, Disability or Death; Forfeiture; Default Payment.

(a)     Prior to EPS Conversion Date. If you incur a Separation from Service prior to the EPS Conversion Date for any reason other than Retirement, Disability or death, you shall forfeit all rights to all Units granted hereunder.

(b)     On or After TSR Determination Date. If you incur a Separation from Service on or after the TSR Determination Date for any reason other than Retirement, Disability or death, the shares that are earned under this Agreement, but have not then been issued to you, shall be issued to you in accordance with Paragraph 5 as of the Payments Date(s) specified below:

(i)     No Deferral/Re-Deferral Election. If you did not make a Deferral Election or Re-Deferral Election, as the case may be, the shares of Common Stock shall be issued in a lump sum as of the TSR Determination Date.

(ii)     Deferral/Re-Deferral Election. If you made a Deferral Election or Re-Deferral Election with respect to the shares earned under this Agreement, the shares subject to your Deferral Election or Re-Deferral Election, as the case may be, that are earned but have not then been issued to you shall be issued to you, in accordance with Paragraph 5, in a lump sum as of the first business day of the month following the date of such Separation from Service, regardless of the Payment Date(s) specified in your Deferral Election or Re-Deferral Election.

(c)     On or After EPS Conversion Date but Prior to TSR Determination Date. If you incur a Separation from Service on or after the EPS Conversion Date but prior to the TSR Determination Date for any reason other than Retirement, Disability or death, the following shall apply with respect to all Units granted hereunder:

(i)     Forfeiture. You shall forfeit all rights to all such Units that would otherwise be converted to shares of Common Stock pursuant to Paragraph 3(b); and

(ii)     Issuance. The shares of Common Stock, if any, issuable to you in respect of the EPS Conversion Date pursuant to Paragraph 3(a) that have not then been issued shall be issued, in accordance with Paragraph 5, in a lump sum as of the EPS Conversion Date, regardless of any Payment Date(s) that may be specified in your Deferral Election or Re-Deferral Election.

7.     Separation from Service by Reason of Retirement, Disability or Death.

(a)     Prior to EPS Conversion Date.

(i)     Issuance of Shares. If you incur a Separation from Service prior to the EPS Conversion Date (A) by reason of Retirement, Disability or death and (B) as of the date of such Separation from Service, you have been in the continuous employment of the Company or one or

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more of its subsidiaries for the two-year period ending on the date of such Separation from Service, the Units granted hereunder shall remain outstanding and shall be settled in accordance with Paragraph 3 and the shares of Common Stock in settlement of such Units, if earned, shall be issued in accordance with Paragraph 5 as of the Payments Date(s) specified below:

(A)     No Deferral/Re-Deferral Election. If you did not make a Deferral Election or Re-Deferral Election, as the case may be, with respect to such shares, the shares of Common Stock shall be issued to you, your legal representative or other person designated by an appropriate court as entitled to take receipt thereof or your Beneficiary, as the case may be, in a lump sum as of the EPS Conversion Date and/or TSR Determination Date, as the case may be.

(B)     Deferral/Re-Deferral Election—Retirement. If you made a Deferral Election or Re-Deferral Election, as the case may be, with respect to such shares and the Separation from Service is by reason of Retirement, the shares subject to such Deferral Election or Re-Deferral Election shall be issued to you in the form (lump sum or installments) elected by you in the Deferral Election or Re-Deferral Election, as the case may be, as of the later of (x) the Payment Date(s) specified in your Deferral Election or Re-Deferral Election, and (y) the EPS Conversion Date and/or TSR Determination Date, as the case may be.

(C)     Deferral/Re-Deferral Election—Disability. If you made a Deferral Election or Re-Deferral Election, as the case may be, with respect to such shares and the Separation from Service is by reason of Disability, the shares subject to such Deferral Election or Re-Deferral Election shall be issued in accordance with Paragraph 7(a)(i)(B) to you, your legal representative or other person designated by an appropriate court as entitled to take receipt thereof, as the case may be.

(D)     Deferral/Re-Deferral Election—Death. Notwithstanding anything in this Paragraph 7(a) to the contrary, if your Separation from Service is by reason of death or you die after a Separation from Service by reason of Retirement or Disability and, in either such case, you have shares of Common Stock subject to a Deferral Election or Re-Deferral Election, as the case may be, that have not then been issued to you, such shares shall be issued to your Beneficiary in a lump sum as of the EPS Conversion Date and/or TSR Determination Date, as the case may be, regardless of the Payment Date(s) specified in your Deferral Election or Re-Deferral Election.

(ii)     Continuous Employment Requirement. Notwithstanding anything in this Paragraph 7 to the contrary, if you incur a Separation from Service prior to the EPS Conversion Date (A) by reason of Retirement, Disability or death and (B) as of the date of your Separation from Service, you have not been in the continuous employment of the Company or one or more of its subsidiaries for the two-year period ending on such Separation from Service, you shall forfeit all rights to all Units granted hereunder as of the date of such Separation from Service.

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(b)     On or After TSR Determination Date.

(i)     No Deferral/Re-Deferral Election. If you did not make a Deferral Election or Re-Deferral Election with respect to such shares and you incur a Separation from Service on or after the TSR Determination Date by reason of Retirement, Disability or death, such shares of Common Stock, if earned, shall be issued to you, your legal representative or other person designated by an appropriate court as entitled to take receipt thereof or your Beneficiary, as the case may be, in a lump sum as of the TSR Determination Date.

(ii)     Deferral/Re-Deferral Election—Retirement. If you incur a Separation from Service on or after the TSR Determination Date by reason of Retirement and you have shares of Common Stock subject to a Deferral Election or Re-Deferral Election, as the case may be, that have not then been issued to you, such shares, if earned, shall be issued to you in accordance with Paragraph 5 as of the Payment Dates(s) specified in your Deferral Election or Re-Deferral Election.

(iii)     Deferral/Re-Deferral Election—Disability. If you incur a Separation from Service on or after the TSR Determination Date by reason of Disability and you have shares of Common Stock subject to a Deferral Election or Re-Deferral Election, as the case may be, that have not then been issued to you, such shares, if earned, shall be issued to you, your legal representative or other person designated by an appropriate court as entitled to take receipt thereof, as the case may be, in accordance with Paragraph 5 as of the Payment Date(s) specified in your Deferral Election or Re-Deferral Election.

(iv)     Deferral/Re-Deferral Election—Death. Notwithstanding anything in this Paragraph 7(b) to the contrary, if your Separation from Service is by reason of death or you die after a Separation from Service by reason of Retirement or Disability, and, in either such case, you have shares of Common Stock subject to a Deferral Election or Re-Deferral Election, as the case may be, that have not then been issued to you, such shares, if earned, shall be issued to your Beneficiary, in accordance with Paragraph 5, in a lump sum as soon as practicable following the date of your death, regardless of the Payment Date(s) specified in your Deferral Election or Re-Deferral Election.

(c)     On or After EPS Conversion Date but Prior to TSR Determination Date. If you incur a Separation from Service on or after the EPS Conversion Date but prior to the TSR Determination Date by reason of Retirement, Disability or death, all Units granted hereunder that have not then been settled shall remain outstanding and shall be settled in accordance with Paragraph 3 and the shares of Common Stock in settlement of such Units, if earned, shall be issued in accordance with Paragraph 5 as of the Payments Date(s) specified below:

(i)     No Deferral/Re-Deferral Election. If you did not make a Deferral Election or Re-Deferral Election with respect to such shares, the shares of Common Stock that have not then been issued to you shall be issued to you, your legal representative or other person designated by an appropriate court as entitled to take receipt thereof or your Beneficiary, as the case may be, in a lump sum as of (A) the EPS Conversion Date and/or (B) the TSR Determination Date, as the case may be.

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(ii)     Deferral/Re-Deferral Election—Retirement. If you made a Deferral Election or Re-Deferral Election with respect to such shares and the Separation from Service is by reason of Retirement, such shares shall be issued to you as follows:

(A)     shares issuable in respect of the EPS Conversion Date shall be issued to you as of the Payment Date(s) specified in your Deferral Election or Re-Deferral Election, as the case may be.

(B)     shares issuable in respect of the TSR Determination Date shall be issued to you in the form (lump sum or installments) elected by you in your Deferral Election or Re-Deferral Election, as the case may be, as of the later of (x) the Payment Date(s) specified in your Deferral Election or Re-Deferral Election and (y) the TSR Determination Date.

(iii)     Deferral/Re-Deferral Election—Disability. If you made a Deferral Election or Re-Deferral Election with respect to such shares and the Separation from Service is by reason of Disability, the shares shall be issued to you, your legal representative or other person designated by an appropriate court, as the case may be, in accordance with Paragraph 7(c)(ii).

(iv)     Deferral/Re-Deferral Election—Death. Notwithstanding anything in this Paragraph 7(c) to the contrary, if your Separation from Service is by reason of death or you die after a Separation from Service by reason of Retirement or Disability, and, in either such case, you have shares of Common Stock subject to a Deferral Election or Re-Deferral Election, as the case may be, that have not then been issued to you, such shares shall be issued to your Beneficiary in a lump sum as of the later of (x) as soon as practicable following the date of your death and (y) the EPS Conversion Date and/or the TSR Determination Date, as the case may be, regardless of the Payment Date(s) specified in your Deferral Election or Re-Deferral Election.

8.     Distribution in the Event of Financial Hardship.

(a)     Requirements. If the issuance of shares of Common Stock has been deferred by you pursuant to a Deferral Election or Re-Deferral Election, as the case may be, and such shares have not then been issued to you, you may submit a written request for an accelerated issuance of such shares in the event you experience an Unforeseeable Financial Emergency. The Hardship Committee shall evaluate any such request as soon as practicable in accordance with Section 409A. If the Hardship Committee determines in its sole discretion that you are experiencing such an Unforeseeable Financial Emergency, the Hardship Committee shall direct the Company to issue to you, as soon as practicable following such determination, such number of shares of Common Stock held for your account in the Restricted Stock Trust, provided that the value of such shares of Common Stock does not exceed the amount reasonably necessary to satisfy the Unforeseeable Financial Emergency and any federal, state and local income taxes or penalties reasonably anticipated as a result of such issuance of shares. A distribution on account of an Unforeseeable Financial Emergency shall not be made to the extent to which such Unforeseeable Financial Emergency is, or may be, relieved through reimbursement or

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compensation by insurance or otherwise or by liquidation of your assets (to the extent the liquidation of such assets would not itself cause severe financial hardship).

(b)     Distribution Procedures. For purposes of this Paragraph 8, the value of the shares of Common Stock shall be calculated based on the average of the high and low share prices for the Common Stock as reported on the Consolidated Transaction Reporting System on the trading day immediately preceding the date of approval by the Hardship Committee. You must provide adequate documentation to the Hardship Committee in order to be eligible for the issuance of shares to confirm the amount needed to satisfy the costs related to the Unforeseeable Financial Emergency and the taxes payable on the release of such shares. If you have elected, pursuant to Paragraph 4, to receive the shares of Common Stock subject to this Agreement in the form of installments, the number of shares issued to you due to the Unforeseeable Financial Emergency pursuant to this Paragraph 8 shall be deducted from the remaining installments to be issued to you starting with the last in time of such installments scheduled to be issued.

9.     Miscellaneous. This Agreement may not be amended except in writing. Neither the existence of the Plan and this Agreement nor the Target Award granted hereby shall create any right to continue to be employed by the Company or its subsidiaries, and your employment shall continue to be at will and terminable at will by the Company. In the event of a conflict between this Agreement and the Plan, the Plan shall govern; provided, however, that nothing in this Paragraph 9 shall be construed as requiring that any such conflict be resolved in a manner that the Company determines would be inconsistent with Section 409A or would result in adverse or unintended tax consequences to you under Section 409A. To the extent that the Committee or the Hardship Committee is authorized to make a determination under this Agreement, all such determinations shall be in the sole discretion of the Committee, the Hardship Committee or their respective delegates.

10.     Definitions and Rules of Construction.

(a)     Definitions. The following terms have the meanings set forth below:

“Agreement” means this Performance Share Award Agreement under the Plan, including each annex attached hereto.

“Beneficiary” means one or more individuals or entities (including a trust or estate) designated by you to receive, in the event of your death, any shares of Common Stock earned and issuable to you pursuant to this Agreement. You may change your Beneficiary by submitting the appropriate form, as determined by the Committee, to the Record Keeper. The last such form submitted prior to your death with respect to the amounts awarded pursuant to this Agreement received by the Record Keeper shall supersede any prior such form submitted. In the event of your death, the Record Keeper shall attempt to locate your Beneficiary in the order presented on the appropriate Beneficiary designation form by taking one or more of the following actions: first, sending a letter by certified mail to the address of the Beneficiary indicated on the Beneficiary designation form, second, using the letter-forwarding service offered by the Internal Revenue Service or the Federal Social Security Administration and third, taking any other action that the Committee deems appropriate. If 90 days after the last such action taken by the Record Keeper, the Record Keeper has not located your Beneficiary, or if

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you have no Beneficiary (whether due to the death of your Beneficiary or your failure to properly designate your Beneficiary on the appropriate form), your Beneficiary shall be your estate for purposes of issuing the shares of Common Stock due to you under this Agreement.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and the rulings, regulations and other guidance thereunder.

“Committee” means the Compensation and Benefits Committee of the Board of Directors of the Company. Any action that the Committee is required or permitted to take hereunder may be undertaken by any person to whom the Committee delegated authority to take such action, and any action by a delegate of the Committee shall, for all purposes hereof, constitute an act of the Committee.

“Common Stock” means the common stock of the Company, par value $0.33 1/3 per share.

“Company” means Wyeth, a Delaware corporation, and any successor thereto.

“Deferral Election” means your one-time irrevocable deferral election made in accordance with the terms of Paragraph 4(a) to defer receipt of all of the shares of Common Stock otherwise issuable to you as of the EPS Conversion Date and/or the TSR Determination Date, as the case may be.

“Disability” means a Separation from Service by reason of disability for purposes of at least one qualified retirement plan or long-term disability plan maintained by the Company in which you participate. To the extent that your Disability is not a disability within the meaning of Section 409A, any issuance of shares of Common Stock under this Agreement may be delayed for six months and one day following your Separation from Service in accordance with Paragraph 5(e).

“EPS” means the earnings or net income per share of common stock of the Company for 2007, adjusted to exclude the effect of extraordinary or unusual items of income or expense, all as determined in good faith by the Committee acting in its sole discretion.

“EPS Conversion Date” means the date between January 1, 2008 and March 31, 2008 on which the Committee makes the determination set forth in Paragraph 3(a); provided, however, that solely for purposes of Paragraph 4(b), EPS Conversion Date shall be deemed to mean January 1, 2008.

“EPS Target” shall be the EPS target amount established by the Committee at a meeting to be held no later than March 1, 2007; provided, however, that if for any reason the Committee shall determine that the EPS Target is no longer a practicable or appropriate measure of financial performance, the Committee may take action to substitute another financial measure as it deems appropriate under the circumstances.

“Exchange Act” means the Securities Exchange Act of 1934 (as amended from time to time) and the rules and regulations promulgated thereunder.

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“Hardship Committee” means the individual or individuals designated by the Committee to make all determinations under Paragraph 8. Any action that the Hardship Committee is required or permitted to take hereunder may be undertaken by any person to whom the Hardship Committee delegated authority to take such action, and any action by a delegate of the Hardship Committee shall, for all purposes hereof, constitute an act of the Hardship Committee.

“Payment Date” means the date as of which shares of Common Stock are issued to you in accordance with the terms of this Agreement and any applicable Deferral Election and Re-Deferral Election made by you in accordance with the terms hereof.

“Peer Group” shall consist of those companies listed on ANNEX A attached hereto, which Annex may be amended from time to time as a result of circumstances (e.g., merger, consolidations, etc.) deemed by the Committee in its sole discretion to warrant such amendment.

“Performance Grid” shall be the performance chart established by the Committee at a meeting to be held no later than March 1, 2007, which shall plot the different payout percentage levels at various EPS Targets achieved; provided, however, that if for any reason the Committee shall determine that the Performance Grid is no longer a practicable or appropriate measure of financial performance, the Committee may take action to substitute another financial measure as it deems appropriate under the circumstances.

“Plan” means the plan identified on the first page of this Agreement, as the same may be amended from time to time. The terms of the Plan constitute a part of this Agreement.

“Record Keeper” means the person or persons identified from time to time by the Committee to be responsible for the day-to-day administration of the Plan.

“Re-Deferral Election” means an election made in accordance with Section 409A to delay the payment of all shares of Common Stock issuable to you pursuant to your Deferral Election or as otherwise described in Paragraph 4(b).

“Restricted Stock Trust” means the trust fund established under the Trust Agreement to accommodate the deferral of issuance of shares of Common Stock represented by Units (and any dividends paid thereon) as provided in Paragraph 4, which trust fund is subject to the claims of the Company’s general creditors under federal and state law in the event of insolvency of the Company as described in the Trust Agreement.

“Retirement” has the meaning set forth in the Plan; provided, however, that if you have not attained age 55 on or before the date of your Separation from Service by reason of Disability, then solely for purposes of issuance of amounts subject to your Deferral Election or Re-Deferral Election (if any), as the case may be, “Retirement” shall mean the date you attain age 55, unless to do so would result in adverse or unintended tax consequences to you under Section 409A.

“Section 409A” means Section 409A of the Code.

“Separation from Service” means a separation from service with the Company and its Affiliates for purposes of Section 409A. For purposes of this definition, “Affiliate” means any corporation that is in the same controlled group of corporations (within the meaning of Section

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414(b) of the Code) as the Company, any trade or business that is under common control with the Company (within the meaning of Section 414(c) of the Code), any affiliated service group (within the meaning of Section 414(m) of the Code) of which the Company is a part and any other entity required to be aggregated with the Company pursuant to Section 414(o) of the Code.

“Specified Employee” means a “specified employee” as defined in Section 409A.

“Total Shareholder Return” for any company for any period shall mean the percentage change in the per-share stock market price of such company’s common stock (or equivalent security) during such period (assuming that each of such company’s per-share dividends are reinvested in such security at the closing market per-share price as of the dividend payment date), which calculation shall be determined in good faith by the Committee acting in its sole discretion.

“Trust Agreement” means the Restricted Stock Trust Agreement, dated as of April 20, 1994, as amended, or any successor agreement thereto.

“TSR Determination Date” means the date between January 1, 2010 and March 31, 2010 on which the Committee makes the determination set forth in Paragraph 3(b); provided, however, that solely for the purposes of Paragraph 4(b), TSR Determination Date shall be deemed to mean January 1, 2010.

“Unforeseeable Financial Emergency” means a severe financial hardship to you resulting from (a) a sudden and unexpected illness or accident of you, your spouse or any of your dependents (as defined in Section 152(a) of the Code), (b) a loss of your property by reason of casualty or (c) such other extraordinary and unforeseeable financial circumstances, arising as a result of events beyond your control. The definition of Unforeseeable Financial Emergency and the procedures related to payments in connection therewith shall comply with the applicable provisions of Section 409A as reasonably construed by the Hardship Committee.

(b)     Rules of Construction. All references to Paragraphs refer to paragraphs in this Agreement. The titles to Paragraphs in this Agreement are for convenience of reference only and, in case of any conflict, the text of this Agreement, rather than such titles, shall control.

11.     Compliance with Laws.

(a)     General Rule. This Agreement shall be governed by the laws of the State of Delaware and any applicable laws of the United States. Notwithstanding anything herein to the contrary, the Company shall not be obligated to issue any Units or shares of Common Stock of the Company represented thereby pursuant to this Agreement unless and until the Company is advised by its counsel that the issuance of such shares through book-entry form by a credit to an account maintained on your behalf, or through a stock certificate representing such shares, is in compliance with all applicable laws and regulations of governmental authority. The Company shall in no event be obliged to register any securities pursuant to the Securities Act of 1933 (as amended from time to time) or to take any other action in order to cause the issuance of such shares through book-entry form by a credit to an account maintained on your behalf, or through a stock certificate representing such shares, to comply with any such law or regulation.

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(b)     Reservation of Rights. The Committee reserves the right, at any time, to (i) amend, modify, cancel or rescind, without your consent, any or all of the terms and conditions of the Plan and this Agreement or (ii) terminate the Plan, to the extent the Committee determines necessary to (A) comply with any applicable law, regulation, ruling or other regulatory guidance, including, without limitation, Section 409A, or (B) avoid adverse or unintended tax consequences to you under Section 409A.

(c)     Section 16. If you are subject to Section 16 of the Exchange Act, transactions under the Plan and this Agreement are intended to comply with all applicable conditions of Rule 16b-3 or its successors under the Exchange Act. To the extent any provision of the Plan, this Agreement or action by the Committee involving you is deemed not to comply with an applicable condition of Rule 16b-3, such provision or action shall be deemed null and void as to you, to the extent permitted by law and deemed advisable by the Committee; provided, however, that no action shall be taken pursuant to this sentence that could result in adverse or unintended tax consequences to you under Section 409A. Moreover, in the event the Plan or this Agreement does not include a provision required by Rule 16b-3 to be stated therein, such provision (other than one relating to eligibility requirements or the price and amount of awards as applicable) shall be deemed automatically to be incorporated by reference into the Plan and/or this Agreement insofar as you are concerned, with such incorporation to be deemed effective as of the effective date of such Rule 16b-3 provision.

12.     Change of Control.

(a)     Vesting. Upon a Change of Control, your Units shall be fully vested.

(b)     No Deferral of Compensation. If, as of a Change of Control, your Units do not constitute, either in whole or in part, a deferral of compensation for purposes of Section 409A, then 30 days after such Change of Control, the shares of Common Stock in settlement of such Units equal to 100% of the Target Award shall be issued, except as otherwise provided in Paragraph 12(d), to you, your legal representative or other person designated by an appropriate court as entitled to take receipt thereof or your Beneficiary, as the case may be, in accordance with Paragraph 4, in a lump sum.

(c)     Deferral of Compensation. If, as of a Change of Control, your Units constitute, either in whole or in part, a deferral of compensation for purposes of Section 409A or have been cancelled, in whole or in part, pursuant to Paragraph 4(a), then, solely to the extent that such Change of Control is a change of control event within the meaning of Section 409A, the Committee may, in its discretion, terminate the Plan and, except as otherwise provided in Paragraph 12(d), issue in a lump sum to you, your legal representative or other person designated by an appropriate court as entitled to take receipt thereof or your Beneficiary, as the case may be, in accordance with Paragraph 4, and without regard to any Deferral Election or Re-Deferral Election, the shares of Common Stock then issuable to you pursuant to this Section 12(c); provided, that, such issuance shall be at a time and in a manner that will not result in the imposition on you of adverse or unintended tax consequences under Section 409A.

(d)     Cash In Lieu of Shares. In lieu of shares of Common Stock issuable pursuant to Paragraphs 12(b) and 12(c), as the case may be, the Committee may, in its sole discretion,

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distribute to you an amount, in cash, equal to the value of such shares determined in accordance with Plan provisions. Such amount shall be paid at the time specified in Paragraphs 12(b) and 12(c), as the case may be.

13.     Effect of Acknowledgement. In order to receive the award described in this Agreement, you must acknowledge receipt of the Agreement as soon as reasonably practicable by using the applicable procedure established by the Committee for such purpose. By acknowledging receipt in accordance with this Paragraph 13, you are agreeing to the terms and conditions of this Agreement and to amendment of any prior award agreement from the Company relating to stock units that were not earned and vested as of December 31, 2004 to incorporate terms and conditions that are substantially similar to those set forth in this Agreement.

WYETH

By:

ACCEPTED AND AGREED TO:
Name (Please Print)	Social Security Number
Signature	Date of Birth

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ANNEX A

Peer Group

Abbott Laboratories

Bristol-Myers Squibb Company

Eli Lilly and Company

Johnson & Johnson

Merck & Co., Inc.

Pfizer Inc.

Schering-Plough Corporation

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.

ANNEX B

TERMS AND CONDITIONS OF DEFERRAL ELECTIONS

AND RE-DEFERRAL ELECTIONS

Any Deferral Elections are subject to Paragraph 4(a) of this Agreement and the terms and conditions set forth in this ANNEX B. Capitalized terms not defined in this ANNEX B have the same meanings as in this Agreement.

1. Your Deferral Election applies to all shares of Common Stock earned and issuable under this Agreement and must be made on an election form that conforms to this ANNEX B. Your Deferral Election must be submitted to the Record Keeper as soon as possible from the date of this Agreement or a shorter period as may be required by Section 409A and communicated to you by the Record Keeper.

2. Once your completed election form has been submitted in accordance with this Agreement and this ANNEX B, your Deferral Election will be irrevocable.

3. All Deferral Elections and Re-Deferral Elections shall conform to Section 409A. Notwithstanding anything to the contrary in this ANNEX B, the Company has the right, without your prior consent, to amend or modify your Deferral Elections and Re-Deferral Elections (including the time and form of payment) to the extent that the Committee deems necessary to avoid adverse or unintended tax consequences to you under Section 409A.

4. If you elect to make a Deferral Election, you must select either a Short-Term Payout or a Retirement Benefit, as described below. Unless otherwise provided in this Agreement, all of the shares of Common Stock earned and issuable under this Agreement will be issued as of such Payment Date(s) and delivered to you as soon as practicable thereafter. You cannot elect both a Short-Term Payout and a Retirement Benefit Payout.

a. A Short-Term Payout is a lump-sum distribution of all such shares of Common Stock as of the Payment Date you select, which can be no earlier than the first business day of the month following the date that is three and no more than fifteen years after the EPS Conversion Date or the TSR Determination Date, as the case may be. Additionally, the Payment Date for your Short-Term Payout can be no later than the end of the calendar year in which you attain age 80.

b. A Retirement Benefit is a distribution of all such shares of Common Stock in the form of either a lump sum or annual installments (over 3 to 15 years) issued as of the first business day of the month following your Retirement or a later date that is one or more years after your Retirement. To the extent permitted by Section 409A, installments will be treated as a single payment form. You must elect a Payment Date that results in all shares earned and issuable under this Agreement being issued to you no later than the end of the calendar year in which you attain age 80. Any earned and unissued shares will be issued to you by the end of such calendar year, notwithstanding your election.

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5. The following additional rules apply to Deferral Elections and Re-Deferral Elections:

a. If you make a Deferral Election or Re-Deferral Election to receive the shares earned and issuable to you under this Agreement as a Retirement Benefit issued in installments, each installment after the first installment will be paid on the first business day of the month following the anniversary of your Retirement.

b. If you make a Deferral Election or Re-Deferral Election to receive the shares earned and issuable to you under this Agreement as a Retirement Benefit issued in installments, and the first installment is delayed pursuant to Paragraph 5(e), such installment shall be issued as of the first business day of the month following the six-month anniversary of your Separation from Service. The second installment shall be issued as of the first business day of the month following the first anniversary of your Separation from Service.

c. If you make a Deferral Election or Re-Deferral Election to receive the shares earned and issuable to you under this Agreement in a Short-Term Payout, you may make a subsequent Re-Deferral Election to the extent permitted by Paragraph 4(b) with respect to such shares, as long as you are an employee of the Company or its subsidiaries at the time of such subsequent Re-Deferral Election.

d. If you make a Deferral Election or Re-Deferral Election to receive the shares earned and issuable to you under this Agreement as a Retirement Benefit, you may make a subsequent Re-Deferral Election to the extent permitted by Paragraph 4(b) with respect to such shares, as long as (x) issuance of the shares subject to your Deferral Election or prior Re-Deferral Election has not commenced at the time of such subsequent Re-Deferral Election and (y) if, prior to such subsequent Re-Deferral Election, you incurred a Separation of Service, it was by reason of Retirement.

e. If you make a Deferral Election or Re-Deferral Election to receive a Retirement Benefit and incur a Separation from Service by reason of Retirement:

• prior to the EPS Conversion Date and have been, as of the date of such Separation from Service, in the continuous employment of the Company or one or more of its subsidiaries for at least two consecutive years, the shares of Common Stock earned and issuable under this Agreement subject to your Deferral Election or Re-Deferral Election will be issued in the form (installments or lump sum) elected by you in the Deferral Election or Re-Deferral Election, as the case may be and, subject to Paragraph 5(e), as of the later of (A) the Payment Date(s) specified in your Deferral Election or Re-Deferral Election, as the case may be, and (B) the EPS Conversion Date and/or TSR Determination Date, as the case may be.

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• on or after the EPS Conversion Date but prior to the TSR Determination Date, the shares of Common Stock earned under this Agreement and issuable on:

º the EPS Conversion Date will be issued as of the Payment Date(s) specified in your Deferral Election or Re-Deferral Election, as the case may be; and

º the TSR Determination Date will be issued in the form (installments or lump sum) elected by you in your Deferral Election or Re-Deferral Election, as the case may be, as of the later of (A) the Payment Date(s) specified in your Deferral Election or Re-Deferral Election, as the case may be, and (B) the TSR Determination Date.

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