10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

[ X ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2006

or

[     ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from                  to                 

Commission file number 1-1225

Wyeth

(Exact name of registrant as specified in its charter)

Delaware	13-2526821
(State or other jurisdiction of incorporation or organization)	(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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes   X     No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer   X             Accelerated filer              Non-accelerated filer     

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes      No   X

The number of shares of Wyeth’s Common Stock outstanding as of the close of business on July 31, 2006:

Class	Number of Shares Outstanding
Common Stock, $0.33-1/3 par value	1,345,657,715

WYETH

INDEX

			Page No.
Part I -	Financial Information (Unaudited)		2
	Item 1.	Consolidated Condensed Financial Statements:
		Consolidated Condensed Balance Sheets – June 30, 2006 and December 31, 2005	3
		Consolidated Condensed Statements of Operations – Three and Six Months Ended June 30, 2006 and 2005	4
		Consolidated Condensed Statements of Changes in Stockholders’ Equity – Six Months Ended June 30, 2006 and 2005	5
		Consolidated Condensed Statements of Cash Flows – Six Months Ended June 30, 2006 and 2005	6
		Notes to Consolidated Condensed Financial Statements	7 – 24
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25 – 48
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	49
	Item 4.	Controls and Procedures	49
Part II -	Other Information		50
	Item 1.	Legal Proceedings	50
	Item 1A.	Risk Factors	50
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	50
	Item 4.	Submission of Matters to a Vote of Security Holders	51 – 52
	Item 5.	Other Information	53 – 55
	Item 6.	Exhibits	56 – 57
Signature			58
Exhibit Index			EX–1

Items other than those listed above have been omitted because they are not applicable.

1

Part I — Financial Information

WYETH

The consolidated condensed financial statements included herein have been prepared by Wyeth (the Company), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations; however, the Company believes that the disclosures are adequate to make the information presented not misleading. In the opinion of management, the consolidated condensed financial statements reflect all adjustments, including those that are normal and recurring, considered necessary to present fairly the financial position of the Company as of June 30, 2006 and December 31, 2005, the results of its operations for the three and six months ended June 30, 2006 and 2005, and changes in stockholders’ equity and cash flows for the six months ended June 30, 2006 and 2005. It is suggested that these consolidated condensed financial statements and management’s discussion and analysis of financial condition and results of operations be read in conjunction with the financial statements and the notes thereto included in the Company’s 2005 Financial Report, 2005 Annual Report on Form 10-K and information contained in Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed since the filing of the 2005 Form 10-K.

We make available through our Company Internet website, free of charge, our Company filings with the SEC as soon as reasonably practicable after we electronically file them with, or furnish them to, the SEC. The reports we make available include Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements, registration statements, and any amendments to those documents. The Company’s Internet website address is www.wyeth.com.

2

WYETH

CONSOLIDATED CONDENSED BALANCE SHEETS

(In Thousands Except Per Share Amounts)

(Unaudited)

	June 30, 2006	December 31, 2005
ASSETS
Cash and cash equivalents	$7,318,969	$7,615,891
Marketable securities	1,015,208	618,619
Accounts receivable less allowances	3,280,352	3,030,580
Inventories:
Finished goods	845,750	716,826
Work in progress	1,349,097	1,252,522
Materials and supplies	329,256	364,195
	2,524,103	2,333,543
Other current assets including deferred taxes	3,413,070	4,446,208
Total Current Assets	17,551,702	18,044,841
Property, plant and equipment	13,685,373	13,047,098
Less accumulated depreciation	3,970,230	3,693,745
	9,715,143	9,353,353
Goodwill	3,917,118	3,836,394
Other intangibles, net of accumulated amortization (June 30, 2006-$203,367 and December 31, 2005-$178,588)	388,363	279,720
Other assets including deferred taxes	4,402,846	4,326,818
Total Assets	$35,975,172	$35,841,126
LIABILITIES
Loans payable	$4,695	$13,159
Trade accounts payable	784,540	895,216
Dividends payable	336,265	—
Accrued expenses	6,976,243	8,759,136
Accrued taxes	255,178	280,450
Total Current Liabilities	8,356,921	9,947,961
Long-term debt	9,078,916	9,231,479
Accrued postretirement benefit obligations other than pensions	1,131,703	1,104,256
Other noncurrent liabilities	3,652,561	3,563,061
Total Liabilities	22,220,101	23,846,757
Contingencies and commitments (Note 7)
STOCKHOLDERS’ EQUITY
$2.00 convertible preferred stock, par value $2.50 per share	35	37
Common stock, par value $0.33-1/3 per share	448,335	447,783
Additional paid-in capital	5,654,610	5,097,228
Retained earnings	7,430,732	6,514,046
Accumulated other comprehensive income (loss)	221,359	(64,725	)
Total Stockholders’ Equity	13,755,071	11,994,369
Total Liabilities and Stockholders’ Equity	$35,975,172	$35,841,126

The accompanying notes are an integral part of these consolidated condensed financial statements.

3

WYETH

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(In Thousands Except Per Share Amounts)

(Unaudited)

	Three Months Ended June 30,				Six Months Ended June 30,
	2006		2005		2006		2005
Net revenue	$5,156,743		$4,713,835		$9,994,680		$9,292,833
Cost of goods sold	1,373,559		1,337,090		2,710,677		2,686,547
Selling, general and administrative expenses	1,652,397		1,527,912		3,116,993		2,980,593
Research and development expenses	750,673		625,704		1,435,343		1,233,661
Interest expense, net	2,491		17,152		8,004		47,151
Other income, net	(51,476	)	(38,066	)	(166,051	)	(272,628	)
Income before income taxes	1,429,099		1,244,043		2,889,714		2,617,509
Provision for income taxes	364,309		267,469		705,341		562,764
Net income	$1,064,790		$976,574		$2,184,373		$2,054,745
Basic earnings per share	$0.79		$0.73		$1.62		$1.54
Diluted earnings per share	$0.78		$0.72		$1.60		$1.52
Dividends paid per share of common stock	$0.25		$0.23		$0.50		$0.46
Dividends declared per share of common stock	$0.50		$0.46		$0.75		$0.69

The accompanying notes are an integral part of these consolidated condensed financial statements.

4

WYETH

CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(In Thousands Except Per Share Amounts)

(Unaudited)

Six Months Ended June 30, 2006:

	$2.00 Convertible Preferred Stock		Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total Stockholders’ Equity
Balance at January 1, 2006	$37		$447,783		$5,097,228		$6,514,046		$(64,725	)	$11,994,369
Net income							2,184,373				2,184,373
Currency translation adjustments									296,008		296,008
Unrealized losses on derivative contracts, net									(4,458	)	(4,458	)
Unrealized losses on marketable securities, net									(5,466	)	(5,466	)
Comprehensive income, net of tax											2,470,457
Cash dividends declared (1)							(1,008,728	)			(1,008,728	)
Common stock acquired for treasury			(1,922	)	(17,213	)	(258,959	)			(278,094	)
Common stock issued for stock options			1,822		192,722						194,544
Stock-based compensation expense					207,767						207,767
Issuance of restricted stock awards			646		85,604						86,250
Transfer of restricted stock award accruals to equity					63,171						63,171
Tax benefit from exercises of stock options					25,340						25,340
Other exchanges	(2	)	6		(9	)					(5	)
Balance at June 30, 2006	$35		$448,335		$5,654,610		$7,430,732		$221,359		$13,755,071
Six Months Ended June 30, 2005:
	$2.00 Convertible Preferred Stock		Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income		Total Stockholders’ Equity
Balance at January 1, 2005	$40		$445,031		$4,817,024		$4,118,656		$467,152		$9,847,903
Net income							2,054,745				2,054,745
Currency translation adjustments									(421,991	)	(421,991	)
Unrealized gains on derivative contracts, net									35,770		35,770
Unrealized losses on marketable securities, net									(11,905	)	(11,905	)
Comprehensive income, net of tax											1,656,619
Cash dividends declared (2)							(923,636	)			(923,636	)
Common stock issued for stock options			1,735		132,132						133,867
Issuance of restricted stock awards			69		7,942						8,011
Tax benefit from exercises of stock options					29,700						29,700
Other exchanges	(2	)	24		3,011		(1,446	)			1,587
Balance at June 30, 2005	$38		$446,859		$4,989,809		$5,248,319		$69,026		$10,754,051

(1) Included in cash dividends declared were the following dividends payable at June 30, 2006:

- Common stock cash dividend of $0.25 per share ($336,251 in the aggregate) declared on June 22, 2006 and payable on September 1, 2006; and

- Preferred stock cash dividends of $0.50 per share ($14 in the aggregate) declared on April 27, 2006 and paid on July 3, 2006 and declared on June 22, 2006 and payable on October 2, 2006.

(2) Included in cash dividends declared were the following dividends payable at June 30, 2005:

- Common stock cash dividend of $0.23 per share ($308,333 in the aggregate) declared on June 23, 2005 and paid on September 1, 2005; and

- Preferred stock cash dividends of $0.50 per share ($15 in the aggregate) declared on April 21, 2005 and paid on July 1, 2005 and declared on June 23, 2005 and paid on October 3, 2005.

The accompanying notes are an integral part of these consolidated condensed financial statements.

5

WYETH

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(In Thousands)

(Unaudited)

	Six Months Ended June 30,
	2006		2005
Operating Activities
Net income	$2,184,373		$2,054,745
Adjustments to reconcile net income to net cash provided by operating activities:
Net gains on sales and dispositions of assets	(27,379	)	(133,599	)
Depreciation and amortization	378,371		327,799
Stock-based compensation	207,767		40,015
Change in deferred income taxes	456,926		186,676
Diet drug litigation payments	(1,278,530	)	(591,144	)
Seventh Amendment security fund (deposit)/refund	400,000		(1,250,000	)
Changes in working capital, net	(939,026	)	(330,628	)
Other items, net	(17,639	)	83,425
Net cash provided by operating activities	1,364,863		387,289
Investing Activities
Purchases of property, plant and equipment	(514,556	)	(434,169	)
Proceeds from sales of assets	39,627		177,708
Purchase of additional equity interest in joint venture	(102,187	)	(92,725	)
Proceeds from sales and maturities of marketable securities	291,691		1,119,360
Purchases of marketable securities	(694,688	)	(379,354	)
Net cash provided by (used for) investing activities	(980,113	)	390,820
Financing Activities
Repayments of debt	(8,400	)	(328,187	)
Other borrowing transactions, net	66,859		87,375
Dividends paid	(672,463	)	(615,288	)
Purchases of common stock for treasury	(278,094	)	—
Exercises of stock options	205,415		133,867
Net cash used for financing activities	(686,683	)	(722,233	)
Effect of exchange rate changes on cash and cash equivalents	5,011		(20,568	)
Increase (decrease) in cash and cash equivalents	(296,922	)	35,308
Cash and cash equivalents, beginning of period	7,615,891		4,743,570
Cash and cash equivalents, end of period	$7,318,969		$4,778,878

The accompanying notes are an integral part of these consolidated condensed financial statements.

6

WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Note 1. Summary of Significant Accounting Policies

The following policies are required interim updates to those disclosed in Note 1 of the Company’s 2005 Financial Report as incorporated in its 2005 Annual Report on Form 10-K and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2006:

Stock-Based Compensation: Effective January 1, 2006, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 123 (revised 2004), Share-Based Payment (SFAS No. 123R). This statement requires all share-based payments to employees, including grants of employee stock options, to be recognized in the statement of operations as compensation expense (based on their fair values) over the vesting period of the awards. The Company adopted SFAS No. 123R using the modified prospective method and therefore, prior periods were not restated. Under the modified prospective method, companies are required to record compensation expense for (1) the unvested portion of previously issued awards that remain outstanding at the initial date of adoption and (2) for any awards issued, modified or settled after the effective date of the statement. See Note 6 for further discussion.

Goodwill and Other Intangibles: In accordance with SFAS No. 142, Goodwill and Other Intangible Assets, the changes in the carrying amount of goodwill by reportable segment for the six months ended June 30, 2006 were as follows:

(In thousands)	Pharmaceuticals	Consumer Healthcare	Animal Health	Total
Balance at December 31, 2005	$2,720,302	$582,533	$533,559	$3,836,394
Additions	57,084	—	—	57,084
Currency translation adjustments	22,482	751	407	23,640
Balance at June 30, 2006	$2,799,868	$583,284	$533,966	$3,917,118

In April 2006, the Company increased its ownership in a joint venture in Japan with Takeda Pharmaceutical Company, Limited from 70% to 80%, which resulted in additions to Goodwill of $57.1 million and Other intangibles, net of accumulated amortization of $34.1 million.

During the 2006 second quarter, the Company acquired certain licenses related to a product currently marketed by the Company. The cost of $92.6 million has been recorded within Other intangibles, net of accumulated amortization and will be amortized over the life of the license agreement.

Recently Issued Accounting Standards: In June 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes (FIN 48) an interpretation of FASB Statement No. 109, Accounting for Income Taxes, which clarifies the accounting for uncertainty in income taxes. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax

7

WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

return. The Interpretation requires that the Company recognize in the financial statements, the impact of a tax position, if that position is more likely than not of being sustained on audit, based on the technical merits of the position. FIN 48 also provides guidance on derecognition of a previously recognized tax position, classification, interest and penalties, accounting in interim periods and disclosures. The provisions of FIN 48 are effective beginning January 1, 2007 with the cumulative effect of the change in accounting principle recorded as an adjustment to the opening balance of retained earnings. The Company is assessing the potential impact the adoption of this Interpretation may have on its financial position or results of operations.

Note 2. Earnings per Share

The following table sets forth the computations of basic earnings per share and diluted earnings per share:

	Three Months Ended June 30,		Six Months Ended June 30,
(In thousands except per share amounts)	2006	2005	2006	2005
Numerator:
Net income less preferred dividends	$1,064,776	$976,559	$2,184,352	$2,054,722
Denominator:
Weighted average common shares outstanding	1,345,377	1,339,101	1,344,955	1,337,514
Basic earnings per share	$0.79	$0.73	$1.62	$1.54
Numerator:
Net income	$1,064,790	$976,574	$2,184,373	$2,054,745
Interest expense on contingently convertible debt	6,981	4,413	13,741	8,477
Net income, as adjusted	$1,071,771	$980,987	$2,198,114	$2,063,222
Denominator:
Weighted average common shares outstanding	1,345,377	1,339,101	1,344,955	1,337,514
Common stock equivalents of outstanding stock options, deferred contingent common stock awards, restricted stock awards and convertible preferred stock(1)	9,381	5,839	10,265	5,091
Common stock equivalents of assumed conversion of contingently convertible debt	16,890	16,890	16,890	16,890
Total shares(1)	1,371,648	1,361,830	1,372,110	1,359,495
Diluted earnings per share(1)	$0.78	$0.72	$1.60	$1.52

(1) At June 30, 2006 and 2005, approximately 89,450 and 100,002 of common shares, respectively, related to options outstanding under the Company’s Stock Incentive Plans were excluded from the computation of diluted earnings per share, as the effect would have been antidilutive.

8

WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Note 3. Marketable Securities

The Company has marketable debt and equity securities, which are classified as either available-for-sale or held-to-maturity, depending on management’s investment intentions at the time of purchase relating to these securities.

The cost, gross unrealized gains (losses) and fair value of available-for-sale and held-to-maturity securities by major security type at June 30, 2006 and December 31, 2005 were as follows:

(In thousands) At June 30, 2006	Cost	Gross Unrealized Gains	Gross Unrealized (Losses)		Fair Value
Available-for-sale:
U.S. Treasury securities	$9,722	$—	$(163	)	$9,559
Commercial paper	2,799	—	(2	)	2,797
Certificates of deposit	63,595	—	(3	)	63,592
Corporate debt securities	118,231	125	(124	)	118,232
Mortgage-backed securities	5,152	11	—		5,163
Equity securities	10,223	9,745	(286	)	19,682
Institutional fixed income fund	356,252	9,831	(8,769	)	357,314
Total available-for-sale	565,974	19,712	(9,347	)	576,339
Held-to-maturity:
Commercial paper	438,869	—	—		438,869
Total marketable securities	$1,004,843	$19,712	$(9,347	)	$1,015,208
(In thousands) At December 31, 2005	Cost	Gross Unrealized Gains	Gross Unrealized (Losses)		Fair Value
Available-for-sale:
U.S. Treasury securities	$19,796	$—	$(265	)	$19,531
Corporate debt securities	163,762	162	(282	)	163,642
Mortgage-backed securities	7,136	13	—		7,149
Equity securities	50,921	12,578	(293	)	63,206
Institutional fixed income fund	349,251	9,831	(4,920	)	354,162
Total available-for-sale	590,866	22,584	(5,760	)	607,690
Held-to-maturity:
Commercial paper	9,933	—	—		9,933
Certificates of deposit	996	—	—		996
Total held-to-maturity	10,929	—	—		10,929
Total marketable securities	$601,795	$22,584	$(5,760	)	$618,619

9

WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

The contractual maturities of debt securities classified as available-for-sale at June 30, 2006 were as follows:

(In thousands)	Cost	Fair         Value
Available-for-sale:
Due within one year	$149,827	$149,569
Due after one year through five years	42,345	42,422
Due after five years through 10 years	—	—
Due after 10 years	7,327	7,352
	$199,499	$199,343

All held-to-maturity debt securities are due within one year and had aggregate fair values of $438.9 million at June 30, 2006.

Note 4. Pensions and Other Postretirement Benefits

Net periodic benefit cost for the Company’s defined benefit plans for the three and six months ended June 30, 2006 and 2005 (principally for the U.S.) was as follows:

	Pensions
(In thousands)	Three Months Ended June 30,				Six Months Ended June 30,
Components of Net Periodic Benefit Cost	2006		2005		2006		2005
Service cost	$47,953		$41,603		$96,499		$83,572
Interest cost	71,263		67,594		140,570		133,853
Expected return on plan assets	(92,294	)	(86,084	)	(179,694	)	(168,815	)
Amortization of prior service cost	2,283		2,151		4,538		4,297
Amortization of transition obligation	115		279		227		566
Recognized net actuarial loss	32,285		28,031		64,967		53,919
Net periodic benefit cost	$61,605		$53,574		$127,107		$107,392
	Other Postretirement Benefits
(In thousands)	Three Months Ended June 30,				Six Months Ended June 30,
Components of Net Periodic Benefit Cost	2006		2005		2006		2005
Service cost	$11,199		$12,250		$24,534		$24,505
Interest cost	22,499		25,739		47,532		51,487
Amortization of prior service cost	(9,938	)	(5,232	)	(19,498	)	(10,463	)
Recognized net actuarial loss	11,902		12,033		26,341		24,070
Net periodic benefit cost	$35,662		$44,790		$78,909		$89,599

Net periodic benefit cost for pensions was higher in the 2006 second quarter and first half as compared with 2005 due primarily to higher service and interest cost (resulting from a decrease in the discount rate), changes in assumptions used to estimate expected lump

10

WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

sum distributions and a change in the incidence of disability, offset by a higher expected return on plan assets due to an increase in the Company’s plan assets as a result of contributions made.

For other postretirement benefit plans, the net periodic benefit cost was lower in the 2006 second quarter and first half as compared with 2005 due primarily to plan amendments related to the establishment of retiree medical contribution requirements effective January 1, 2007.

As of June 30, 2006, contributions of $21.1 million were made to the Company’s defined benefit pension plans and payments of $52.0 million were made for other postretirement benefits. The Company expects to contribute approximately $170.0 million to its defined benefit pension plans and make payments of approximately $100.0 million for its other postretirement benefits in 2006.

Note 5. Productivity Initiatives

The Company continues with its long-term global productivity initiatives, which were launched in 2005, to adapt to the changing pharmaceutical industry environment. The guiding principles of these initiatives include innovation, cost savings, process excellence and accountability, with an emphasis on improving productivity.

In the 2006 second quarter, the Company recorded charges of $39.5 million ($27.3 million after-tax or $0.02 per share-diluted) related to the productivity initiatives. These charges included severance and other related personnel costs of $10.5 million, accelerated depreciation for certain facilities expected to be closed of $20.6 million, and period costs related to the implementation of the initiatives of $8.4 million. In the 2006 first half, the Company recorded charges of $74.6 million ($51.5 million after-tax or $0.04 per share-diluted) related to the productivity initiatives. These charges included severance and other related personnel costs of $18.9 million, accelerated depreciation for certain facilities expected to be closed of $38.1 million, and period costs related to the implementation of the initiatives of $17.6 million.

The Company recorded the charges, including personnel and other costs, in accordance with SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities, SFAS No. 144, Accounting for the Impairment and Disposal of Long-Lived Assets, SFAS No. 112, Employers’ Accounting for Postemployment Benefits – an amendment of FASB Statements No. 5 and 43 and SFAS No. 88, Employers’ Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits. The activities related to the Pharmaceuticals and Consumer Healthcare businesses and the charges were recorded to recognize the costs of closing certain manufacturing facilities and the elimination of certain positions at the Company’s facilities. Charges of $26.5 million were recorded within Cost of Goods Sold, $7.9 million within Selling, General and Administrative Expenses and $5.1 million within Research and Development

11

WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Expenses for the 2006 second quarter. Charges of $55.2 million were recorded within Cost of Goods Sold, $11.1 million within Selling, General and Administrative Expenses and $8.3 million within Research and Development Expenses for the 2006 first half.

The activity related to the productivity initiatives was as follows:

			Changes in Reserve Balance
(In thousands) Productivity Initiatives	Total Charges to Date		Reserve at December 31, 2005	Total Charges Six Months	Net Payments/ Non-cash Charges		Reserve at June 30, 2006
Personnel costs	$193,600		$146,100	$18,900	$(45,600	)	$119,400
Accelerated depreciation	81,000		—	38,100	(38,100	)	—
Other closure/exit costs	30,800		700	17,600	(15,700	)	2,600
Asset sales	(40,200	)	—	—	—		—
	$265,200		$146,800	$74,600	$(99,400	)	$122,000

At June 30, 2006, the reserve balance for personnel costs related primarily to committed employee severance obligations, which, in accordance with the specific productivity initiatives, are expected to be paid over the next 36 months.

As other strategic decisions are made, the Company expects additional costs, such as asset impairment, accelerated depreciation, personnel costs and other exit costs, as well as certain implementation costs associated with these initiatives, to continue for several years.

Note 6. Stock-Based Compensation

The Company adopted the provisions of SFAS No. 123R effective January 1, 2006. SFAS No. 123R requires all share-based payments to employees, including grants of employee stock options, to be recognized in the statement of operations as compensation expense (based on their fair values) over the vesting period of the awards.

Prior to the adoption of SFAS No. 123R, the Company accounted for its stock incentive plans using the intrinsic value method in accordance with Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees (APB No. 25). Under APB No. 25, no stock-based employee compensation cost was reflected in net income, other than for the Company’s restricted stock and performance-based restricted stock awards, as options granted under all other plans had an exercise price equal to the market value of the underlying common stock on the date of grant.

The Company has several Stock Incentive Plans, which provide for the granting of stock options, restricted stock and performance share awards. Stock options are granted with an exercise price equal to the market value of the Company’s common stock on the date

12

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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

the option is granted. Stock options vest ratably over a three-year period and have a contractual term of 10 years. Restricted stock awards consist of time-vested restricted stock units and are generally converted to shares of the Company’s common stock on the third anniversary of the date of the award. Performance share awards consist of performance-based restricted stock units and are converted to shares (up to 200% of the award) based on the achievement of certain earnings performance criteria related to a future performance year and/or on the achievement of certain multi-year market-based performance criteria. Under the Stock Incentive Plans, awards may be granted with respect to a maximum of 175,000,000 shares, of which up to 22,000,000 shares may be used for restricted stock issuances. At June 30, 2006, there were 28,441,190 shares available for future grants under the Stock Incentive Plans, of which up to 4,638,787 shares were available for restricted stock awards.

The Company selected the modified prospective method as prescribed under SFAS No. 123R, which requires companies (1) to record compensation expense for the unvested portion of previously issued awards that remain outstanding at the initial date of adoption and (2) to record compensation expense for any awards issued, modified or settled after the effective date of the statement. As a result of the adoption of SFAS No. 123R, the Company began expensing stock options in the 2006 first quarter. The Company’s income before income taxes and net income for the three months ended June 30, 2006 were $76.9 million and $55.1 million ($0.04 per share-diluted) lower, respectively, than if it had continued to account for share-based compensation under APB No. 25. The Company’s income before income taxes and net income for the six months ended June 30, 2006 were $134.9 million and $96.5 million ($0.07 per share-diluted) lower, respectively, than if it had continued to account for share-based compensation under APB No. 25. Prior to the adoption of SFAS No. 123R, no expense was recorded for stock options. The 2006 second quarter included stock-based compensation expense for stock options, restricted stock and performance share awards and was recorded as follows: $9.2 million in Cost of Goods Sold, $83.9 million in Selling, General and Administrative Expenses and $39.5 million in Research and Development Expenses, as well as a related tax benefit of $37.8 million. The 2006 first half included stock-based compensation expense for stock options, restricted stock and performance share awards and was recorded as follows: $15.4 million in Cost of Goods Sold, $131.7 million in Selling, General and Administrative Expenses and $60.7 million in Research and Development Expenses, as well as a related tax benefit of $59.3 million.

Prior to the adoption of SFAS No. 123R, the Company presented all tax benefits resulting from the exercise of stock options as operating cash flows (reflected in accrued taxes). SFAS No. 123R requires the cash flows resulting from excess tax benefits (tax deductions realized in excess of the compensation costs recognized for the options exercised) from the date of adoption of SFAS No. 123R to be classified as financing cash flows. Therefore, excess tax benefits for the six months ended June 30, 2006, have been classified as financing cash flows.

13

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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Under the modified prospective method, results for prior periods have not been restated to reflect the effects of implementing SFAS No. 123R. The following table illustrates the effect on net income and earnings per share for the 2005 second quarter and first half if the Company had applied the fair value recognition provisions of SFAS No. 123, Accounting for Stock-Based Compensation as amended by SFAS No. 148, Accounting for Stock-Based Compensation – Transition and Disclosure, Amendment of SFAS No. 123, to stock-based employee compensation:

(In thousands except per share amounts)	Three Months Ended June 30, 2005		Six Months Ended June 30, 2005
Net income, as reported	$976,574		$2,054,745
Add: Stock-based employee compensation expense included in reported net income, net of tax	22,213		26,690
Deduct: Total stock-based employee compensation expense determined under fair value-based method for all awards, net of tax	(75,968	)	(145,647	)
Adjusted net income	$922,819		$1,935,788
Earnings per share:
Basic - as reported	$0.73		$1.54
Basic - adjusted	$0.69		$1.45
Diluted - as reported	$0.72		$1.52
Diluted - adjusted	$0.68		$1.43

Based on recent accounting interpretations, pro forma stock-based compensation expense should include amounts related to the accelerated amortization of the fair value of options granted to retirement-eligible employees. Prior to January 1, 2006, the Company recognized pro forma stock-based compensation expense related to retirement-eligible employees over the award’s contractual vesting period. The impact of accelerated vesting on the pro forma stock-based compensation expense would have resulted in an expense reduction of $6.0 million, net of tax for the 2006 second quarter and an additional expense of $13.7 million, net of tax for the 2005 second quarter. The impact of accelerated vesting on the pro forma stock-based compensation expense would have resulted in an expense reduction of $13.5 million and $3.4 million, both net of tax for the 2006 and 2005 first half.

The Company recorded the impact of accelerated vesting for options granted to retirement-eligible employees subsequent to January 1, 2006 and will continue to provide pro forma disclosure related to those options granted in prior periods.

The fair value of issued stock options is estimated on the date of grant utilizing a Black-Scholes option-pricing model that incorporates the assumptions noted in the table below.

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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Expected volatilities are based on implied volatilities from traded options on the Company’s stock, historical volatility of the Company’s stock price and other factors. Effective January 1, 2006, the Company changed its method for determining expected volatility. For all new options granted after January 1, 2006, blended volatility rates, which incorporate both implied and historical volatility rates are utilized, rather than relying solely on historical volatility rates. Based on available guidance, we believe blended volatility rates that combine market-based measures of implied volatility with historical volatility rates are a more appropriate indicator of the Company’s expected volatility. The expected life of stock options is estimated based on historical data on exercises of stock options, post vesting forfeitures and other factors to estimate the expected term of the stock options granted. For options granted subsequent to January 1, 2006, the Company has adjusted the assumption for the expected life of stock options from five years to six years as a result of continued assessment of historical experiences. The effect of the changes in these assumptions on income before income taxes, net income and diluted earnings per share for the three and six months ended June 30, 2006 was not material. The expected dividend yields are based on the approved annualized dividend rate in effect on the date of grant. The risk-free interest rates are derived from the U.S. Treasury yield curve in effect on the date of grant for instruments with a remaining term similar to the expected life of the options. In addition, the Company applies an expected forfeiture rate when amortizing stock-based compensation expenses. The estimate of the forfeiture rate is based primarily upon historical experience of employee turnover. As individual grant awards become fully vested, stock-based compensation expense is adjusted to recognize actual forfeitures.

The weighted-average fair value of the options granted in the 2006 first half was $12.92 per option as determined using the following assumptions:

Range of expected volatility	24.1% - 25.5%
Weighted-average expected volatility	24.3%
Expected life of options	6 years
Risk-free interest rate	4.43% - 5.20%
Expected dividend yield	2.1%

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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

A summary of stock option activity during the six months ended June 30, 2006, is presented below:

Stock Options	Number of Options		Weighted Average Exercise Price	Aggregate Intrinsic Value (In thousands)
Outstanding at January 1, 2006	154,950,739		$49.13
Granted	12,060,855		48.16
Canceled/forfeited	(2,047,543	)	49.92
Exercised	(5,465,007	)	35.59
Outstanding at June 30, 2006	159,499,044		49.51	$276,095
Exercisable at June 30, 2006	126,885,451		$50.81	$232,333

The following table summarizes information regarding stock options outstanding at June 30, 2006:

	Options Outstanding			Options Exercisable
Range of Exercise Prices	Number Outstanding	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price	Number Exercisable	Weighted Average Exercise Price
$31.34 to 39.99	14,163,803	4.3 years	$35.70	13,334,335	$35.58
40.00 to 49.99	68,385,401	8.2 years	42.85	36,601,276	41.31
50.00 to 59.99	42,968,703	3.9 years	55.17	42,968,703	55.17
60.00 to 65.32	33,981,137	4.5 years	61.51	33,981,137	61.51
	159,499,044			126,885,451

The total intrinsic value of options exercised during the six months ended June 30, 2006 was $71.4 million. As of June 30, 2006, the total remaining unrecognized compensation cost related to stock options was $296.3 million, which will be amortized over the respective remaining requisite service periods ranging from 1 month to 3 years.

A summary of time-vested restricted stock and performance-based restricted stock unit activity as of June 30, 2006 and changes during the six months ended June 30, 2006, is presented below:

Time-Vested and Performance-Based Restricted Stock Units	Number of Nonvested Units		Weighted Average Grant Date Fair Value
Nonvested units at January 1, 2006	6,311,545		$43.02
Granted	4,102,422		46.55
Vested	(1,855,215	)	44.01
Forfeited	(90,935	)	43.90
Nonvested units at June 30, 2006	8,467,817		$44.44

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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

As of June 30, 2006, the total remaining unrecognized compensation cost related to time-vested restricted stock and performance-based restricted stock awards amounted to $128.2 million and $104.0 million respectively, which will be amortized over the respective remaining requisite service periods ranging from 4 months to 3.4 years.

Note 7. Contingencies and Commitments

The Company is involved in various legal proceedings, including product liability, patent, commercial, environmental and antitrust matters, of a nature considered normal to its business, the most important of which are described below and/or have been described in the Company’s 2005 Financial Report as incorporated in its 2005 Annual Report on Form 10-K, Quarterly Report on Form 10-Q for the quarter ended March 31, 2006 and Current Reports on Form 8-K in 2006. It is the Company’s policy to accrue for amounts related to these legal matters if it is probable that a liability has been incurred and an amount is reasonably estimable. Additionally, the Company records insurance receivable amounts from third-party insurers when recovery is probable.

In the opinion of the Company, although the outcome of any legal proceedings cannot be predicted with certainty, the ultimate liability of the Company in connection with its legal proceedings (other than the diet drug litigation discussed immediately below and in the Company’s 2005 Financial Report as incorporated in its 2005 Annual Report on Form 10-K and Quarterly Report on Form 10-Q for the quarter ended March 31, 2006) is unlikely to have a material adverse effect on the Company’s financial position but could be material to the results of operations or cash flows in one or more reporting periods.

Product Liability Litigation

Diet Drug Litigation

Overview

The Company has been named as a defendant in numerous legal actions relating to the diet drugs PONDIMIN (which in combination with phentermine, a product that was not manufactured, distributed or sold by the Company, was commonly referred to as “fen-phen”) or REDUX, which the Company estimated were used in the United States, prior to their 1997 voluntary market withdrawal, by approximately 5.8 million people. These actions allege, among other things, that the use of REDUX and/or PONDIMIN, independently or in combination with phentermine, caused certain serious conditions, including valvular heart disease and primary pulmonary hypertension (PPH). The REDUX and PONDIMIN litigation is described in additional detail in the Company’s 2005 Financial Report as incorporated in its 2005 Annual Report on Form 10-K and Quarterly Report on Form 10-Q for the quarter ended March 31, 2006.

On October 7, 1999, the Company announced a nationwide class action settlement (the settlement) to resolve litigation brought against the Company regarding the use of the diet drugs REDUX or PONDIMIN. The settlement covered all claims arising out of the use of REDUX or PONDIMIN, except for PPH claims, and was open to all REDUX or

17

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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

PONDIMIN users in the United States. As originally designed, the settlement was administered by an independent Settlement Trust and comprised of two settlement funds. Fund A (with a value at the time of settlement of $1,000.0 million plus $200.0 million for legal fees) was created to cover refunds, medical screening costs, additional medical services and cash payments, education and research costs, and administration costs. Fund A has been fully funded by contributions by the Company. Fund B (which was to be funded by the Company on an as-needed basis up to a total of $2,550.0 million) would compensate claimants with significant heart valve disease depending upon their age and the severity of their condition according to a five-level settlement matrix. The two funds have now been combined into a single fund.

The Seventh Amendment to the settlement agreement, which created a new claims processing structure, funding arrangement and payment schedule for claims for compensation based on Levels I and II of the five-level settlement matrix, became effective on May 16, 2006. As a result, only the claims of those class members who opted out of the Seventh Amendment will be processed under the terms of the original settlement agreement. Less than 5% of the eligible class members affected by the Seventh Amendment elected to opt out of the Seventh Amendment and to remain bound by the current settlement terms.

Total diet drug litigation payments were $813.4 million and $1,278.5 million for the 2006 second quarter and first half, respectively, of which $478.8 million and $561.8 million for the 2006 second quarter and first half, respectively, were made in connection with the nationwide settlement (including the Seventh Amendment). Payments under the national settlement may continue, if necessary, until 2018. The 2006 second quarter payments of $478.8 million included a $400.0 million payment that was made towards the Seventh Amendment and was paid from the Seventh Amendment security fund. As of June 30, 2006, $595.0 million of the Seventh Amendment security fund was included in Other current assets including deferred taxes and $255.0 million was included in Other assets including deferred taxes. The amounts in the security fund are owned by the Company and will earn interest income for the Company while residing in the security fund.

In 2004, the Company increased its reserves in connection with the REDUX and PONDIMIN diet drug matters by $4,500.0 million, bringing the total of the charges taken to date to $21,100.0 million. The $4,434.0 million reserve balance at June 30, 2006 represents management’s best estimate, within a range of outcomes, of the aggregate amount required to cover diet drug litigation costs, including payments in connection with the nationwide settlement (as amended by the Seventh Amendment), initial opt outs, PPH claims, downstream opt out cases and the Company’s legal fees related to the diet drug litigation. The current reserve takes into account, inter alia, the Company’s settlements with plaintiffs’ attorneys representing a number of individuals who have opted out of the nationwide settlement, the results of downstream opt out cases that have been litigated to date and its projected expenses in connection with the diet drug litigation. However, due to the number and amount of any future verdicts that may be returned in the diet drug litigation, and the inherent uncertainty surrounding any

18

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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

litigation, it is possible that additional reserves may be required in the future and the amount of such additional reserves may be significant.

The Company intends to vigorously defend itself and believes it can marshal significant resources and legal defenses to limit its ultimate liability in the diet drug litigation. However, in light of the circumstances discussed above, it is not possible to predict the ultimate liability of the Company in connection with its diet drug legal proceedings. It is therefore not possible to predict whether, and if so when, such proceedings will have a material adverse effect on the Company’s financial condition, results of operations and/or cash flows and whether cash flows from operating activities and existing and prospective financing resources will be adequate to fund the Company’s operations, pay all liabilities related to the diet drug litigation, pay dividends, maintain the ongoing programs of capital expenditures, and repay both the principal and interest on its outstanding obligations without the disposition of significant strategic core assets and/or reductions in certain cash outflows.

Challenges to the Nationwide Settlement

Counsel representing approximately 8,600 class members had filed a motion with the United States District Court for the Eastern District of Pennsylvania seeking a ruling that the nationwide settlement agreement is void due to inadequate representation of the class, mutual mistake, inadequate notice to the class and lack of subject matter jurisdiction as to some class members. The motion was denied by the District Court on March 8, 2006. Although certain of the class members affected by the denial noticed an appeal with the United States Court of Appeals for the Third Circuit, that appeal has been stayed pending the finalization of a settlement in principle with counsel for those class members.

Certain other class members had also filed a number of other motions and lawsuits attacking the binding effect of the settlement, which were denied or enjoined by the District Court; the District Court’s orders were subsequently affirmed by the United States Court of Appeals for the Third Circuit. A petition for certiorari was filed with the United States Supreme Court on February 28, 2006, seeking review of the Third Circuit’s decision. The petition was later conditionally dismissed pending the finalization of a settlement in principle with counsel for those class members.

Downstream Opt Out Cases

Approximately 63,000 individuals who had filed Intermediate or Back-End opt out forms subsequently filed lawsuits against the Company. As a result of settlement discussions to date, as of June 30, 2006, the Company had reached agreements, or agreements in principle, to settle the claims of over 95% of the Intermediate and Back End opt out claimants who filed lawsuits against the Company. As of June 30, 2006, approximately 27,000 of these claimants had received settlement payments following the dismissal of their cases.

19

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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

PPH Cases

As of July 24, 2006, the Company was a defendant in approximately 103 pending lawsuits (excluding those lawsuits that have been settled in principle in connection with the downstream opt out settlement process described above) in which the plaintiff alleges a claim of PPH, alone or with other alleged injuries. In approximately two additional lawsuits pleaded as valvular regurgitation cases, plaintiffs’ attorneys have now advised the Company that the plaintiffs will allege a claim of PPH. Almost all of these claimants must meet the definition of PPH set forth in the national settlement agreement in order to pursue their claims outside of the national settlement (payment of such claims, by settlement or judgment, would be made by the Company and not by the Trust). Approximately 45 of these cases appear to be eligible to pursue a PPH lawsuit under the terms of the national settlement. In approximately 18 of these cases, the Company has filed or expects to file motions under the terms of the national settlement to preclude plaintiffs from proceeding with their PPH claims. For the balance of these cases, the Company currently has insufficient medical information to assess whether or not the plaintiffs meet the definition of PPH under the national settlement. The Company is aware of approximately four additional claims, which are not currently the subject of a lawsuit but which appear to meet the settlement’s PPH definition. During the course of settlement discussions, certain plaintiffs’ attorneys have informed the Company that they represent additional individuals who claim to have PPH, but the Company is unable to evaluate whether any such additional purported cases of PPH would meet the national settlement agreement’s definition of PPH. The Company continues to work toward resolving the claims of individuals who allege that they have developed PPH as a result of their use of the diet drugs and intends to vigorously defend those PPH cases that cannot be resolved prior to trial.

HT Litigation

As of July 24, 2006, the Company is defending approximately 5,000 actions brought on behalf of approximately 8,300 women in various state and federal courts throughout the United States (including in particular the United States District Court for the Eastern District of Arkansas and the Pennsylvania Court of Common Pleas, Philadelphia County) for personal injuries, including claims for breast cancer, stroke, ovarian cancer and heart disease allegedly resulting from their use of PREMARIN or PREMPRO. The first of these personal injury cases is likely to proceed to trial in August 2006.

Patent Litigation

PROTONIX Litigation

As discussed in the Company’s 2005 Financial Report as incorporated in its 2005 Annual Report on Form 10-K, the Company has received notifications from multiple generic companies that they have filed Abbreviated New Drug Applications (ANDA) seeking FDA approval to market generic pantoprazole sodium 20 mg and 40 mg delayed release tablets. Pantoprazole sodium is the active ingredient used in PROTONIX. On July 17, 2006, the Company received notification from KUDCO Ireland, Ltd. (Kudco), that Kudco has filed an ANDA seeking FDA approval to market generic pantoprazole

20

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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

sodium 20 mg and 40 mg delayed release tablets. The allegations in Kudco’s notification concern both the pantoprazole compound and tablet formulation patents discussed in the Company’s 2005 Financial Report as incorporated in its 2005 Annual Report on Form 10-K. The Company is analyzing the allegations made in Kudco’s notification.

EFFEXOR Litigation

On July 26, 2006, Alza Corporation filed suit in the United States District Court for the Eastern District of Texas against the Company and one of its subsidiaries alleging infringement of United States Patent No. 6,440,457 B1. Alza alleges that the manufacture, use, and sale of EFFEXOR XR by the Company in the United States willfully infringes the Alza patent. The Company believes that this patent is not relevant to EFFEXOR XR and is also invalid. The Company will vigorously defend this lawsuit.

ALTACE Litigation

As discussed in the Company’s 2005 Financial Report as incorporated in its 2005 Annual Report on Form 10-K, Aventis Pharma Deutschland and King Pharmaceuticals, Inc. (King) filed a patent infringement suit against Lupin Ltd. and Lupin Pharmaceuticals, Inc. (collectively, Lupin), in the United States District Court for the Eastern District of Virginia, alleging that Lupin infringes the composition of matter patent for ramipril, which expires in October 2008, by filing an ANDA with the FDA seeking approval to also market generic 1.25 mg, 2.5 mg, 5 mg and 10 mg ramipril capsules. The plaintiffs sought declaratory and injunctive relief against infringement of this patent. The Company co-promotes ALTACE (ramipril) together with King. Lupin alleged that the ramipril patent is invalid and/or unenforceable. Trial began on June 6, 2006. Just prior to trial, the Court granted King’s motion for summary judgment of infringement under the doctrine of equivalents. At trial, the Court granted King’s motion for judgment as a matter of law concerning Lupin’s unenforceability defense. On July 17, 2006, following the conclusion of trial and post-trial briefing, the Court issued its opinion on the remaining issues in the case, finding for King and against Lupin, in holding that Lupin had failed to meet its burden of proof in arguing the patent was invalid. The Court’s decision is subject to potential appeal.

Commercial Litigation

Contract Litigation

ALTACE. With respect to the suit initiated by the Company against King Pharmaceuticals, Inc. (King) in the United States District Court for the Eastern District of New York and the Notice of Default from King described in the Company’s 2005 Financial Report as incorporated in its 2005 Annual Report on Form 10-K, the Company and King entered into an Amended and Restated Co-promotion Agreement on July 5, 2006. The amended agreement amends and restates the Co-promotion Agreement dated June 22, 2000 and also forever releases and discharges all disputes between the parties prior to the execution of the amended agreement. The

21

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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

amended agreement also obligated the Company and King to dismiss with prejudice the pending litigation between the parties. The order granting the dismissal was issued by the District Court on July 7, 2006.

Antitrust Matters

Miscellaneous. The Company has been named as a defendant, along with other pharmaceutical manufacturers, wholesalers, two individuals from wholesaler defendant McKesson, and a wholesaler trade association, in a civil action filed in federal district court in New York by RxUSA Wholesale, Inc. RxUSA Wholesale, Inc. v. Alcon Labs., et al., No. CV-06-3447, U.S.D.C., E.D.N.Y. Plaintiff RxUSA Wholesale alleges, in relevant part, that the pharmaceutical manufacturer defendants individually refused to supply plaintiff with their respective pharmaceutical products and also engaged in a group boycott of plaintiff in violation of federal antitrust laws and New York state law. The complaint seeks treble damages, declaratory and injunctive relief, as well as attorney’s fees.

Regulatory Proceedings

Consent Decree

As discussed in the Company’s 2005 Financial Report as incorporated in its 2005 Annual Report on Form 10-K, the Company’s Wyeth Pharmaceuticals division, a related subsidiary, and an executive officer of the Company are subject to a consent decree entered into with the FDA in October 2000 following the seizure in June 2000 from the Company’s distribution centers in Tennessee and Puerto Rico of a small quantity of certain of the Company’s products then manufactured at the Company’s Marietta, Pennsylvania facility. The seizures were based on FDA allegations that certain of the Company’s biological products were not manufactured in accordance with current Good Manufacturing Practices at the Company’s Marietta and Pearl River, New York facilities. The consent decree, which has been approved by the United States District Court for the Eastern District of Tennessee, does not represent an admission by the Company or the executive officer of any violation of the federal Food, Drug, and Cosmetic Act or its regulations. As of September 1, 2005, the Company had ceased manufacturing operations at its Marietta facility, decommissioned such facility, and sold such facility to another company. The consent decree does not prohibit the continued manufacture of any products that the Company intends to manufacture at its Pearl River facility. However, with respect to approved biological products, the consent decree does require the review by independent consultants of a statistical sample of the manufacturing records for approved biological products prior to distribution of individual lots. In addition, as provided in the consent decree, an expert consultant has conducted a comprehensive inspection of the Marietta and Pearl River facilities and the Company has identified various actions to address the consultant’s observations. The Company has completed these actions as to both facilities and has obtained certification of such completion by the expert consultant. The compliance status of ongoing operations at the Pearl River facility is subject to review by the FDA under the consent decree and the Company expects the FDA to conduct an inspection of the facility in the near future.

22

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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Note 8. Company Data by Segment

The Company has four reportable segments: Wyeth Pharmaceuticals (Pharmaceuticals), Wyeth Consumer Healthcare (Consumer Healthcare), Fort Dodge Animal Health (Animal Health) and Corporate. The Company’s Pharmaceuticals, Consumer Healthcare and Animal Health reportable segments are strategic business units that offer different products and services. The reportable segments are managed separately because they manufacture, distribute and sell distinct products and provide services that require differing technologies and marketing strategies. The Company’s Corporate segment is responsible for the treasury, tax and legal operations of the Company’s businesses and maintains and/or incurs certain assets, liabilities, income, expense, gains and losses related to the overall management of the Company which are not allocated to the other reportable segments.

	Net Revenue
(In thousands)	Three Months Ended June 30,				Six Months Ended June 30,
Segment	2006		2005		2006		2005
Pharmaceuticals(1)	$4,286,251		$3,869,022		$8,321,763		$7,586,491
Consumer Healthcare(1)	598,005		600,050		1,152,191		1,216,840
Animal Health(1)	272,487		244,763		520,726		489,502
Total	$5,156,743		$4,713,835		$9,994,680		$9,292,833
	Income (Loss) Before Income Taxes
(In thousands)	Three Months Ended June 30,				Six Months Ended June 30,
Segment	2006		2005		2006		2005
Pharmaceuticals(1)(3)	$1,385,762		$1,185,070		$2,775,976		$2,423,602
Consumer Healthcare(1)(3)	121,538		97,674		180,851		218,814
Animal Health(1)	62,166		61,593		116,569		112,782
Corporate(1)(2)	(140,367	)	(100,294	)	(183,682	)	(137,689	)
Total	$1,429,099		$1,244,043		$2,889,714		$2,617,509

(1) Stock-based compensation expense for the 2006 second quarter and first half has been recorded in accordance with SFAS No. 123R, which the Company adopted as of January 1, 2006. Income before taxes for the 2006 second quarter and first half included stock-based compensation expense of $132,593 and $207,767, respectively, for stock options, restricted stock and performance share awards. For the 2006 second quarter, stock-based compensation was recorded within the reportable segments as follows: Pharmaceuticals – $92,631, Consumer Healthcare – $8,922, Animal Health – $3,644 and Corporate – $27,396. For the 2006 first half, stock-based compensation was recorded within the reportable segments as follows: Pharmaceuticals – $148,207, Consumer Healthcare – $14,413, Animal Health – $5,927 and Corporate – $39,220.

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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Income (loss) before taxes for the 2005 second quarter and first half included stock-based compensation expense of $33,334 and $40,016, respectively, for restricted stock and performance share awards only. Prior to the adoption of SFAS No. 123R, no expense was recorded for stock options. For the 2005 second quarter, stock-based compensation was recorded within the reportable segments as follows: Pharmaceuticals – $21,368, Consumer Healthcare – $1,961, Animal Health – $801 and Corporate – $9,203. For the 2005 first half, stock-based compensation was recorded within the reportable segments as follows: Pharmaceuticals – $21,368, Consumer Healthcare – 1,961, Animal Health – $801 and Corporate – $15,885.

(2) Corporate income (loss) before taxes included a net charge of $39,500 and $74,600 for the 2006 second quarter and first half, respectively, related to the Company’s productivity initiatives. The initiatives for the 2006 second quarter related to the reportable segments as follows: Pharmaceuticals – $32,200 and Consumer Healthcare – $7,300. The initiatives for the 2006 first half related to the reportable segments as follows: Pharmaceuticals – $67,300 and Consumer Healthcare – $7,300.

(3) Income before income taxes for the 2006 second quarter and first half included gains from product divestitures of approximately $16,200 and $33,000, respectively, in the Pharmaceuticals segment primarily from the divestiture of product rights to MINOCIN in the U.S. Income before income taxes for the 2005 second quarter and first half included gains from product divestitures of $4,700 and $127,400, respectively, in the Pharmaceuticals segment primarily from the divestiture of products rights to SYNVISC. In addition, income before taxes for the 2005 first half included gains from product divestitures of $15,700 in the Consumer Healthcare segment primarily from the divestiture of EPOCLER in Brazil.

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Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Six Months Ended June 30, 2006

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following commentary should be read in conjunction with the consolidated condensed financial statements and notes to consolidated condensed financial statements on pages 3 to 24 of this report. When reviewing the commentary below, you should keep in mind the substantial risks and uncertainties that characterize our business. In particular, we encourage you to review the risks and uncertainties described in Item 1A. RISK FACTORS in our 2005 Annual Report on Form 10-K filed with the Securities and Exchange Commission. These risks and uncertainties could cause actual results to differ materially from those projected in forward-looking statements contained in this report or implied by past results and trends. Forward-looking statements are statements that attempt to forecast or anticipate future developments in our business; we encourage you to review the examples of our forward-looking statements under the heading “Cautionary Note Regarding Forward-Looking Statements” on pages 46 to 48 of this report. These statements, like all statements in this report, speak only as of their date (unless another date is indicated), and we undertake no obligation to update or revise these statements in light of future developments.

Overview

Our Business

Wyeth is one of the world’s largest research-based pharmaceutical and health care products companies and is a leader in the discovery, development, manufacturing and marketing of pharmaceuticals, biotechnology products, vaccines, non-prescription medicines and animal health products.

Our principal strategy for success is creation of innovative products through research and development. We strive to produce first-in-class and best-in-class therapies for significant unmet medical needs by leveraging our breadth of knowledge and our resources across three principal scientific development platforms: small molecules, biopharmaceuticals and vaccines.

We also strive to innovate commercially and change the way we approach our business in response to the challenging global health care environment. During the 2006 second quarter, we continued with our long-term global productivity initiatives, which were launched in 2005, to adapt to the changing pharmaceutical environment. These initiatives, which we refer to as Project Springboard, are aimed at encouraging innovation, improving processes and increasing cost efficiencies. We are implementing a new operating model for our drug development efforts aimed at further increasing research and development productivity, as well as seeking to improve the efficiency of our global operational support functions. Our ultimate goal from Project Springboard is to move beyond specific initiatives and create a culture where we continually look for new ways to become more productive in everything we do as a company.

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Management’s Discussion and Analysis of Financial Condition

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We have three principal operating segments: Wyeth Pharmaceuticals (Pharmaceuticals), Wyeth Consumer Healthcare (Consumer Healthcare) and Fort Dodge Animal Health (Animal Health), which we manage separately because they develop, manufacture, distribute and sell distinct products and provide services that require differing technologies and marketing strategies. These segments reflect how senior management reviews the business, makes investing and resource allocation decisions and assesses operating performance. The following table provides an overview of the business operations of each of these segments:

	Pharmaceuticals	Consumer Healthcare	Animal Health
% of 2006 first half worldwide net revenue	83%	12%	5%
% of 2006 first half segment net revenue generated outside U.S.	45%	44%	51%
Principal business operations	Develops, manufactures, distributes and sells branded human ethical pharmaceuticals, biotechnology products, vaccines and nutrition products	Develops, manufactures, distributes and sells over-the-counter health care products	Develops, manufactures, distributes and sells biological and pharmaceutical products for animals
Principal product categories	Neuroscience therapies, cardiovascular products, nutrition products, gastroenterology drugs, anti-infectives, vaccines, oncology therapies, musculoskeletal therapies, hemophilia treatments, immunological products and women’s health care products	Analgesics, cough/cold/allergy remedies, nutritional supplements, and hemorrhoidal, asthma and personal care items	Vaccines, pharmaceuticals, parasite control and growth implants

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Management’s Discussion and Analysis of Financial Condition

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We also have a reportable Corporate segment primarily responsible for the treasury, tax and legal operations of our businesses. The Corporate segment maintains and/or incurs certain assets, liabilities, income, expense, gains and losses related to our overall management that are not allocated to the other reportable segments.

2006 First Half Financial Highlights

o Worldwide net revenue increased 8% over the 2005 first half to $9,994.7 million;

o Pharmaceuticals net revenue increased 10% over the 2005 first half, reflecting the strong performance of PREVNAR, ENBREL, EFFEXOR, Nutrition and rhBMP-2 as well as higher sales of PROTONIX and the PREMARIN family of products;

o Consumer Healthcare net revenue results reflect the absence of SOLGAR products, which were divested in the 2005 third quarter and lower sales of ROBITUSSIN, DIMETAPP and ADVIL COLD & SINUS products, which were impacted by retailer actions and state and federal legislation related to pseudoephedrine-containing products. The 2006 first half results also included higher sales of ADVIL and CENTRUM; and

o Animal Health net revenue increased 6% over the 2005 first half, reflecting higher sales of companion animal and livestock products, partially offset by lower sales of equine products.

Our Principal Products

Set forth below is a summary of the 2006 first half net revenue performance of our principal products:

(Dollars in millions)	2006 First Half Net Revenue	% Increase over 2005 First Half
EFFEXOR	$1,862.3	6%
PREVNAR	949.8	33%
PROTONIX	922.9	7%
ENBREL (outside of the U.S. and Canada)(1)	705.2	38%
Alliance revenue(2)	611.5	28%
Nutrition	588.3	13%
PREMARIN family	525.6	12%
ZOSYN/TAZOCIN	478.6	4%

(1) ENBREL net revenue includes sales of ENBREL outside of the United States and Canada where we have exclusive rights, but does not include our share of profits from sales in the United States and Canada, where the product is co-promoted with Amgen Inc. (Amgen), which we record as alliance revenue.

(2) Alliance revenue is generated from sales of ENBREL (in the United States and Canada), ALTACE and the CYPHER stent. The active ingredient in RAPAMUNE, sirolimus, coats the CYPHER coronary stent marketed by Johnson & Johnson. See the discussion below regarding our amended and restated co-promotion agreement for ALTACE.

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o EFFEXOR is our novel antidepressant for treating adult patients with major depressive disorder, generalized anxiety disorder, social anxiety disorder and panic disorder. EFFEXOR remains our largest franchise and the world’s top antidepressant both in terms of dollar sales and unit volume.

o PREVNAR is our vaccine for preventing invasive pneumococcal disease in infants and children. It is the first and only vaccine product ever to achieve $1,000.0 million in annual net revenue. Revenue growth for PREVNAR in the 2006 second quarter was largely driven by activities associated with its introduction in the National Immunization Program in the U.K. The addition of PREVNAR to the national immunization schedules in Greece, Norway, Switzerland, Belgium and the Netherlands was also recently announced. PREVNAR is the world’s best selling vaccine and is now available in 69 countries worldwide.

o PROTONIX is our proton pump inhibitor (PPI) for gastroesophageal reflux disease. The PPI category is highly competitive, and we have continued to focus on our strategy of higher value prescriptions within the third-party managed care segment. PROTONIX continues to have the highest preferred access with health maintenance organizations (HMOs) among the branded PPIs and is the leader among branded PPIs on Medicare drug plan formularies.

o ENBREL is our treatment for rheumatoid arthritis, psoriasis and other conditions. We have exclusive rights to ENBREL outside of the U.S. and Canada and we co-promote ENBREL with Amgen in the U.S. and Canada. ENBREL maintained its leading U.S. market position in rheumatology and dermatology. In the 2006 first quarter, programs were implemented to assist seniors in the enrollment for Medicare Part D plans. Additional initiatives were launched in the 2006 second quarter to assist patients with out-of-pocket co-pay costs. These additional initiatives are designed to assist both Medicare and non-Medicare ENBREL patients. During 2005, we launched ENBREL in Japan for the treatment of rheumatoid arthritis through our joint venture with Takeda Pharmaceutical Company Limited (Takeda).

o Alliance revenue includes our share of profits from sales of ENBREL in the U.S. and Canada, where we co-promote the product with Amgen; our share of profits from sales of ALTACE, which is co-promoted with King Pharmaceuticals, Inc. (King); and certain revenue earned related to sirolimus, the active ingredient in RAPAMUNE, which coats the CYPHER coronary stent marketed by Johnson & Johnson. In July 2006, King and Wyeth announced that the companies had entered into an Amended and Restated Co-Promotion Agreement regarding ALTACE. Effective January 1, 2007, King will assume full responsibility for the selling and marketing of ALTACE. For the remainder of 2006, the Wyeth sales force will continue to promote the product with King. Wyeth will receive a fee thereafter through 2010 generally based on a percentage of ALTACE net sales and subject to annual payment limits.

o Nutrition includes our infant formula and toddler products NURSOY, PROGRESS, PROMIL and

S-26.

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Management’s Discussion and Analysis of Financial Condition

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o Our PREMARIN family of products remains the standard therapy to help women address serious menopausal symptoms.

o ZOSYN (TAZOCIN internationally), our broad-spectrum I.V. antibiotic, is the only currently marketed I.V. antibiotic proven to help minimize the emergence of bacterial resistance. We launched our new, advanced formulation of ZOSYN/TAZOCIN in the U.S. in the first quarter. Launches in other major markets are expected during 2006. While demand for ZOSYN remains strong, results in the 2006 first half were limited by our recovery from manufacturing supply limitations, particularly with one packaging presentation, that began in the 2005 fourth quarter. We are working to improve supply of the other packaging formats and continue to anticipate stronger growth for the ZOSYN franchise in the second half of the year.

For a full description of our principal products, the preceding summary should be read in conjunction with our principal product summary in the overview section of “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2005 Financial Report as incorporated in our 2005 Annual Report on Form 10-K and in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2006.

Our Product Pipeline

In April 2006, we received marketing approval in the European Union for TYGACIL, our innovative broad-spectrum I.V. antibiotic for serious, hospital-based infections, which we launched in the U.S. in July 2005.

Our 2005 New Drug Application (NDA) filings with the FDA for DVS-233 (desvenlafaxine succinate), a serotonin norepinephrine reuptake inhibitor (SNRI), for the treatment of major depressive disorder, and LYBREL (levonorgestrel/ethinyl estradiol), a new oral contraceptive with a unique continuous dosing regimen, remain under regulatory review. With respect to DVS-233 for the treatment of major depressive disorder, we expect the FDA to hold an advisory committee meeting in September 2006. In addition, in order to further define the profile of DVS-233, we are conducting additional clinical trials in depression, including studies at lower dosage levels, and we plan to evaluate the results of these studies in early 2007. We plan to launch DVS-233 for major depressive disorder in 2007, with those lower dose data available, subject to the FDA’s approval of our NDA and a satisfactory pre-approval inspection at our Guayama, Puerto Rico manufacturing site.

In June 2006, we received an approvable letter for LYBREL from the FDA, and in response to the approvable letter, we plan to submit additional stability data regarding the LYBREL manufacturing method and additional analyses of submitted clinical data. The FDA also indicated that it plans to convene a public meeting of contraceptive experts this year to discuss the clinical aspects of LYBREL. The anticipated topics include a review of the U.S. Pearl Index, which is a calculation of the pregnancy rates among study participants, bleeding patterns, and the discontinuation rate among women in the study.

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We expect to launch LYBREL in 2007, subject to satisfactory resolution of items outlined in the approvable letter and a satisfactory pre-approval inspection at our Guayama, Puerto Rico manufacturing site.

During the 2006 second quarter, we filed NDAs for bazedoxifene for osteoporosis and DVS-233 for vasomotor symptoms. We anticipate three additional NDA filings for new products in the next nine months: bifeprunox for schizophrenia (in concert with our partner Solvay Pharmaceuticals); TORISEL (temsirolimus) for renal cell carcinoma; and methylnaltrexone (subcutaneous formulation) for the treatment of opioid-induced side effects in patients with advanced illness (in concert with our partner Progenics Pharmaceuticals, Inc. (Progenics)).

In July 2006, we also received Fast Track status from the FDA for the intravenous form of methylnaltrexone being investigated for the treatment of postoperative ileus, a serious impairment of gastrointestinal function that delays recovery and can prolong hospitalization. The FDA Fast Track designation facilitates development and expedites regulatory review of drugs that the FDA recognizes to potentially address an unmet medical need for serious or life-threatening conditions. An NDA submission is planned for the intravenous form of methylnaltrexone in late 2007 or early 2008.

Completing these major NDA filings and preparing for these new product launches over this relatively short time frame is one of the most ambitious product introduction objectives in our history and will present significant operational challenges.

We continue to actively pursue in-licensing opportunities and strategic collaborations to supplement our internal research and development efforts, such as the collaborations we entered into in 2005 with Progenics and with Trubion Pharmaceuticals, Inc. We face heavy competition from our peers in securing these relationships but believe that the excellence of our research and development and commercial organizations and the breadth of our expertise across traditional pharmaceuticals, biopharmaceuticals and vaccines position us well. We intend to continue to aggressively pursue these kinds of opportunities in the second half of 2006.

Our Diet Drug Litigation

We continue to address the challenges of our diet drug litigation. As discussed in Note 7 to our consolidated condensed financial statements contained in this report, the Seventh Amendment to the Nationwide Settlement (the Settlement) became effective on May 16, 2006. The Seventh Amendment creates a new claims processing structure, funding arrangement and payment schedule for the least serious but most numerous claims in the Settlement. The amendment ensures that these claims are processed on a streamlined basis while preserving funds in the existing Settlement trust for more serious claims.

In January 2005, we announced that we were in discussions with plaintiffs’ attorneys representing a number of individuals who opted out of the National Diet Drug Settlement regarding a proposed process for settling downstream opt out cases (as well as the

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Management’s Discussion and Analysis of Financial Condition

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primary pulmonary hypertension (PPH) and initial opt out cases handled by plaintiffs’ counsel participating in the process). As a result of the discussions to date, as of June 30, 2006, we had reached agreements, or agreements in principle, to settle the claims of over 95% of the approximately 63,000 Intermediate and Back End opt out claimants who have filed lawsuits against us. As of June 30, 2006, approximately 27,000 of these claimants had received settlement payments following the dismissal of their cases. We will continue to vigorously defend those cases that are not settled.

Change in Accounting for Share-Based Payments

Effective January 1, 2006, we adopted Statement of Financial Accounting Standards (SFAS) No. 123 (revised 2004), Share-Based Payment (Statement 123R), which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the statement of operations as compensation expense (based on their fair values) over the vesting period of the awards. The 2006 second quarter and first half results included stock option expense, which reduced diluted earnings per share by approximately $0.04 and $0.07, respectively. The 2005 second quarter and first half results, which have not been restated to include the impact of expensing stock options, would have been lower by approximately $0.04 and $0.09 per share, respectively, had we expensed stock options. See Note 6 to the Consolidated Condensed Financial Statements for further discussion related to stock-based compensation. The impact of expensing stock options for 2006 is projected to be approximately $0.12 to $0.15 per share-diluted. The actual amount of compensation expense to be recorded is highly dependent on the number of options granted and fluctuations in our stock price.

Our Challenging Business Environment

Generally, we face the same difficult challenges that all research-based pharmaceutical companies are confronting. Pressure from government agencies, insurers, employers and consumers to lower prices through leveraged purchasing plans, use of formularies, importation, reduced reimbursement for prescription drugs and other means poses significant challenges for us. Generic products, which Wyeth no longer markets, are growing as a percentage of total prescriptions. Insurers and employers are increasingly demanding that patients start with a generic product before switching to a branded product if necessary, and our products increasingly compete with generic products. Regulatory burdens and safety concerns are increasing both the cost and time it takes to bring new drugs to market. Post-marketing regulatory and media scrutiny of product safety also are increasing.

On May 9, 2006, we received a Warning Letter from the FDA that raised several specific concerns about manufacturing at our Guayama, Puerto Rico facility. We submitted a timely response to FDA, and we intend to work cooperatively with the agency to address the issues raised in the Warning Letter as quickly and effectively as possible. There are no patient safety concerns associated with the issues raised in the Warning Letter. In response to the Warning Letter, we have taken a number of steps to reinforce compliance at the Guayama site, including expanding the senior leadership presence in Puerto Rico and engaging an independent expert consultant to supplement our oversight of good

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manufacturing practices. While it is too early to predict with any assurance how long it will take to resolve these issues, we believe that we are moving in the right direction and it is our goal to resolve these issues by the end of 2006, subject to the FDA’s satisfaction with our corrective actions.

Additionally, we are faced with the moderating rate of growth of some of our major products, principally EFFEXOR. The FDA has requested that all antidepressant manufacturers re-examine data regarding suicidality from clinical trials in adults using the same approach developed for evaluating pediatric data in 2004. The Company has responded to the FDA’s request. The FDA has announced that it will hold an advisory committee meeting on this topic.

In 2004, the United Kingdom Committee on the Safety of Medicines (CSM) completed a review of the safety and efficacy of the selective serotonin reuptake inhibitor (SSRI) class of antidepressants as well as our EFFEXOR family of products, which are SNRIs. As a result of this review, the United Kingdom Medicines and Healthcare Products Regulatory Agency (MHRA) implemented new class labeling for these antidepressants, including our EFFEXOR family of products, and imposed additional restrictions on the use of our EFFEXOR products in the United Kingdom because it concluded that these products carried additional risks. After a subsequent review, in the 2006 second quarter, we received new labeling, which removed a number of the product-specific labeling restrictions implemented in 2004 and which we believe more appropriately represents the product’s risk/benefit profile.

Late in 2005, we reached agreement with Teva Pharmaceutical Industries Ltd. (Teva) on a settlement of the U.S. patent litigation pertaining to Teva’s generic version of our EFFEXOR XR (extended release capsules) antidepressant. This agreement permits Teva to launch generic versions of EFFEXOR XR (extended release capsules) and EFFEXOR (immediate release tablets) in the U.S. pursuant to certain licenses effective beginning on July 1, 2010 and June 15, 2006, respectively, subject to earlier launch based on specified events. Teva also will be permitted to launch a generic version of EFFEXOR XR (extended release capsules) in Canada pursuant to a license effective beginning on December 1, 2006, subject to earlier launch based on specified events. In connection with these licenses, Teva will pay us specified percentages of gross profit from sales of each of the Teva generic versions. We expect Teva’s launch of generic versions of EFFEXOR (immediate release tablets) in the U.S. and EFFEXOR XR (extended release capsules) in Canada to decrease our sales of these products significantly in the relevant market. It is also possible that Teva’s introduction of a generic version of EFFEXOR (immediate release tablets) in the U.S. could adversely impact our U.S. sales of EFFEXOR XR (extended release capsules), although we anticipate that any impact will be modest given the significant differences in product profiles.

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Management’s Discussion and Analysis of Financial Condition

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Our Productivity Initiatives

We are continuing with our long-term global productivity initiatives, collectively called “Project Springboard,” which were launched in 2005 to adapt to the changing pharmaceutical industry environment. The guiding principles of these initiatives include innovation, cost savings, process excellence and accountability, with an emphasis on improving productivity. We are reviewing our production network to achieve optimal efficiencies and to reduce production costs for our global core products. As a result of these and other related initiatives, we recorded pre-tax charges of $39.5 million and $74.6 million in the 2006 second quarter and first half, respectively. As of June 30, 2006, total net pre-tax charges of $265.2 million have been recorded in connection with the productivity initiatives since their inception. Additional costs associated with these initiatives are expected to continue for several years as further strategic decisions are made; costs are projected to total approximately $750.0 million to $1,000.0 million, on a pre-tax basis. Throughout 2006 and in future years, we will continue with our long-term productivity initiatives with the objective of making Wyeth more efficient and more effective so that we may continue to thrive in this increasingly challenging industry environment.

Critical Accounting Policies and Estimates

The Company’s critical accounting policies are detailed in the Company’s Financial Report on Form 10-K for the year ended December 31, 2005. With the exception of the Company’s accounting for stock-based compensation in connection with the adoption of SFAS No. 123R, there were no changes in the Company’s critical accounting policies from the year ended December 31, 2005.

SFAS No. 123R requires all share-based payments to employees, including grants of employee stock options, to be recognized in the statement of operations as compensation expense (based on their fair values) over the vesting period of the awards. The Company determines the fair value of share-based awards using the Black-Scholes option pricing model. The Black-Scholes option pricing model incorporates certain assumptions, such as the risk-free interest rate, expected volatility, expected dividend yield and expected life of the options. Determining these assumptions are subjective and complex, and therefore, actual results could differ from those estimates. Prior to adopting SFAS No. 123R, the Company applied APB Opinion No. 25, and related interpretations, in accounting for its stock incentive plans. Under APB No. 25, no stock-based employee compensation cost was reflected in net income, other than for the Company’s restricted stock and performance-based restricted stock awards, as options granted under all other plans had an exercise price equal to the market price value of the underlying common stock at the date of the grant.

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Management’s Discussion and Analysis of Financial Condition

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Results of Operations

Net Revenue

Worldwide net revenue increased 9% for the 2006 second quarter and 8% for the 2006 first half compared with prior year levels and was due to increases in the Pharmaceuticals and Animal Health segments. The 2006 first half results were partially offset by a decrease in worldwide Consumer Healthcare net revenue. There was no net foreign exchange impact on worldwide net revenue for the 2006 second quarter or first half.

The following table sets forth worldwide net revenue results by reportable segment together with the percentage changes from the comparable periods in the prior year:

	Net Revenue
(Dollars in millions)	Three Months Ended June 30,
Segment	2006	2005	% Increase
Pharmaceuticals	$4,286.2	$3,869.0	11%
Consumer Healthcare	598.0	600.0	—
Animal Health	272.5	244.8	11%
Total	$5,156.7	$4,713.8	9%
	Net Revenue
(Dollars in millions)	Six Months Ended June 30,		% Increase/ (Decrease)
Segment	2006	2005
Pharmaceuticals	$8,321.8	$7,586.5	10%
Consumer Healthcare	1,152.2	1,216.8	(5)%
Animal Health	520.7	489.5	6%
Total	$9,994.7	$9,292.8	8%

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Management’s Discussion and Analysis of Financial Condition

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The following table sets forth the percentage changes in worldwide net revenue by reportable segment and geographic area from the comparable period in the prior year, including the effect volume, price and foreign exchange had on these percentage changes:

	% Increase (Decrease) Three Months Ended June 30, 2006				% Increase (Decrease) Six Months Ended June 30, 2006
	Volume	Price	Foreign Exchange	Total Net Revenue	Volume	Price	Foreign Exchange	Total Net Revenue
Pharmaceuticals
United States	2%	7%	—	9%	3%	7%	—	10%
International	16%	(3)%	—	13%	12%	(2)%	(1)%	9%
Total	8%	3%	—	11%	7%	3%	—	10%
Consumer Healthcare
United States	4%	—	—	4%	(6)%	—	—	(6)%
International	(8)%	1%	1%	(6)%	(5)%	1%	—	(4)%
Total	(1)%	—	1%	—	(6)%	1%	—	(5)%
Animal Health
United States	11%	8%	—	19%	3%	6%	—	9%
International	1%	2%	1%	4%	2%	2%	—	4%
Total	6%	5%	—	11%	2%	4%	—	6%
Total
United States	3%	6%	—	9%	2%	6%	—	8%
International	12%	(2)%	—	10%	9%	(1)%	(1)%	7%
Total	7%	2%	—	9%	5%	3%	—	8%

Pharmaceuticals

Worldwide Pharmaceuticals net revenue increased 11% for the 2006 second quarter and 10% for the 2006 first half due primarily to higher sales of PREVNAR, ENBREL (internationally), EFFEXOR, Nutritionals and rhBMP-2 offset, in part, by lower sales of ZOTON which is currently experiencing generic competition in the United Kingdom and other European countries and will experience generic competition in the near future in other countries as patent protection expires in those countries. The increase in PREVNAR net revenue reflected higher sales volume due primarily to the introduction of PREVNAR into the National Immunization Program in the U.K. Increases in Pharmaceuticals net revenue were also attributed to higher sales of PROTONIX in the 2006 first half, despite a slight decline in total prescription volume. This reflects the continued focus of the PROTONIX business towards the higher margin managed care segment. Additionally, alliance revenue increased 27% to $357.4 million for the 2006 second quarter and increased 28% to $611.5 million for the 2006 first half primarily as a result of higher sales of ENBREL in North America and higher sales of ALTACE. There was no net foreign exchange impact on Pharmaceuticals net revenue for the 2006 second quarter or first half.

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Consumer Healthcare

Worldwide Consumer Healthcare net revenue was flat for the 2006 second quarter and decreased 5% for the 2006 first half. The 2006 second quarter results were attributable to the absence of 2006 sales of SOLGAR products, which were divested in the 2005 third quarter, and an increase in sales of ADVIL. The decrease in the 2006 first half was due primarily to the absence of 2006 sales of SOLGAR products, as well as lower sales of ROBITUSSIN, DIMETAPP and ADVIL COLD & SINUS due to the impact of retailer actions and state and federal legislation related to pseudoephedrine (PSE)-containing products, offset, in part, by an increase in sales of ADVIL and CENTRUM. These results included a provision of $31.5 million recorded in the 2006 first quarter for anticipated returns in connection with the PSE-containing products. During the 2006 second quarter this provision was reduced by $10.0 million based upon an analysis of actual returns in the quarter. Excluding the favorable impact of foreign exchange, worldwide Consumer Healthcare net revenue decreased 1% for the 2006 second quarter. There was no net foreign exchange impact on Consumer Healthcare net revenue for the 2006 first half.

Animal Health

Worldwide Animal Health net revenue increased 11% for the 2006 second quarter and 6% for the 2006 first half due primarily to higher sales of companion animal and livestock products, partially offset by lower sales of equine products. There was no net foreign exchange impact on Animal Health net revenue for the 2006 second quarter or first half.

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The following tables set forth the significant worldwide Pharmaceuticals, Consumer Healthcare and Animal Health net revenue by product for the three and six months ended June 30, 2006 compared with the same periods in the prior year:

Pharmaceuticals
	Three Months Ended June 30,		Six Months Ended June 30,
(In millions)	2006	2005	2006	2005
EFFEXOR	$917.7	$888.7	$1,862.3	$1,757.2
PREVNAR	518.2	323.3	949.8	714.4
PROTONIX	441.3	453.9	922.9	863.3
ENBREL(1)	369.8	272.3	705.2	509.3
Nutrition	299.8	266.3	588.3	520.8
PREMARIN family	260.0	259.9	525.6	470.8
ZOSYN/TAZOCIN	240.2	230.6	478.6	459.9
Oral Contraceptives	117.1	135.8	244.2	275.8
BENEFIX	90.1	83.1	179.8	172.0
RAPAMUNE	86.0	71.2	161.8	143.3
rhBMP-2	91.1	58.0	156.4	109.6
REFACTO	80.2	69.0	147.5	132.5
ZOTON	38.7	98.0	79.2	222.1
TYGACIL	17.0	—	27.1	—
Alliance revenue(2)	357.4	281.0	611.5	477.0
Other	361.6	377.9	681.6	758.5
Total Pharmaceuticals	$4,286.2	$3,869.0	$8,321.8	$7,586.5

(1) ENBREL net revenue includes sales of ENBREL outside of the United States and Canada where we have exclusive rights but does not include our share of profits from sales in the United States and Canada, where the product is co-promoted with Amgen, which we record as alliance revenue.

(2) Alliance revenue is generated from sales of ENBREL (in the United States and Canada), ALTACE and the CYPHER stent. The active ingredient in RAPAMUNE, sirolimus, coats the CYPHER coronary stent marketed by Johnson & Johnson.

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Three Months and Six Months Ended June 30, 2006

Consumer Healthcare
	Three Months Ended June 30,		Six Months Ended June 30,
(In millions)	2006	2005	2006	2005
CENTRUM	$146.5	$149.2	$304.1	$290.0
ADVIL(1)	154.9	132.9	297.4	261.0
CALTRATE	51.0	50.4	97.7	95.4
ROBITUSSIN	35.7	34.1	68.5	94.6
PREPARATION H	26.2	26.7	49.7	52.7
CHAPSTICK	18.3	19.0	40.1	45.6
ALAVERT	21.1	15.7	33.8	32.8
DIMETAPP	19.7	13.8	25.9	34.0
ADVIL COLD & SINUS(1)	15.2	14.0	25.8	41.5
SOLGAR(2)	—	25.2	—	52.5
Other	109.4	119.0	209.2	216.7
Total Consumer Healthcare	$598.0	$600.0	$1,152.2	$1,216.8

(1) CHILDREN’S ADVIL net revenue for 2005 was reclassified from ADVIL COLD & SINUS to ADVIL in order to conform to the 2006 presentation.

(2) The SOLGAR product line was divested in the 2005 third quarter.

Animal Health
	Three Months Ended June 30,		Six Months Ended June 30,
(In millions)	2006	2005	2006	2005
Livestock products	$107.3	$97.1	$212.9	$197.9
Companion animal products	94.8	73.8	166.7	145.1
Equine products	43.0	46.0	85.2	91.7
Poultry products	27.4	27.9	55.9	54.8
Total Animal Health	$272.5	$244.8	$520.7	$489.5

Sales Deductions

We deduct certain items from gross revenue, which primarily consist of provisions for product returns, cash discounts, chargebacks/rebates, customer allowances and consumer sales incentives. The provision for chargebacks/rebates relates primarily to U.S. sales of pharmaceutical products provided to wholesalers and managed care organizations under contractual agreements or to certain governmental agencies that administer benefit programs, such as Medicaid. While different programs and methods are utilized to determine the chargeback or rebate provided to the customer, we consider both to be a form of price reduction. Chargebacks/rebates are the only deductions from gross revenue that

38

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Six Months Ended June 30, 2006

we consider significant and approximated $504.4 million for the 2006 second quarter and $1,058.1 million for the 2006 first half compared with $603.0 million for the 2005 second quarter and $1,215.7 million for the 2005 first half.

Except for chargebacks/rebates, provisions for each of the other components of sales deductions, including product returns, are individually less than 2% of gross sales. The provisions charged against gross sales for product returns were $35.5 million and $100.7 million for the 2006 second quarter and first half, respectively, compared with $43.4 million and $100.3 million for the 2005 second quarter and first half.

Operating Expenses

Stock-based compensation expense for the 2006 second quarter and first half has been recorded in accordance with SFAS No. 123R, which the Company adopted as of January 1, 2006. SFAS 123R requires all share-based payments to employees, including grants of employee stock options, to be recognized in the statement of operations as compensation expense (based on their fair values) over the vesting period of the awards. The 2006 second quarter and first half included stock-based compensation expense for stock options, restricted stock and performance share awards. The 2005 second quarter and first half included stock-based compensation expense for restricted stock and performance share awards only. Prior to the adoption of SFAS No. 123R, no expense was recorded for stock options. For the three and six months ended June 30, 2006 and 2005, stock-based compensation expense was recorded as follows:

	Three Months Ended June 30,		Six Months Ended June 30,
(In millions)	2006	2005	2006	2005
Cost of goods sold	$9.2	$0.6	$15.4	$0.6
Selling, general and administrative expenses	83.9	25.1	131.7	30.3
Research and development expenses	39.5	7.6	60.7	9.1
Total stock-based compensation expense	$132.6	$33.3	$207.8	$40.0

See Note 6 to the Consolidated Condensed Financial Statements for further discussion related to stock-based compensation.

Cost of goods sold, as a percentage of Net revenue, decreased to 26.6% for the 2006 second quarter compared with 28.4% for the 2005 second quarter and decreased to 27.1% for the 2006 first half compared with 28.9% for the 2005 first half. For the 2006 second quarter, the decrease was due primarily to lower inventory adjustments and the impact of favorable manufacturing variances in the Pharmaceuticals segment offset, in part, by charges associated with the Company’s productivity initiatives. For the 2006 first half, the decrease was due to lower inventory adjustments, lower cost of goods sold associated

39

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Six Months Ended June 30, 2006

with ENBREL validation batches and Grange Castle pre-operating costs (which occurred in 2005) and lower royalty costs attributable to the decline in sales of ZOTON in the U.K. offset, in part, by charges associated with the Company’s productivity initiatives. The increase in gross margin was also due to higher alliance revenue, and a more favorable product mix in both the Pharmaceuticals and Consumer Healthcare segments due to higher sales of higher margin PREVNAR and EFFEXOR and the absence of 2006 first half sales of lower margin SOLGAR products, which were divested in the 2005 third quarter.

Selling, general and administrative expenses, as a percentage of Net revenue, decreased 0.4% for the 2006 second quarter and decreased 0.9% for the 2006 first half as compared with 2005. The decreases were due primarily to lower selling expenses in the Pharmaceuticals and Consumer Healthcare segments, lower general expenses resulting from the sale of the SOLGAR business during the 2005 third quarter and lower insurance costs. These decreases were partially offset by the impact of expensing stock options, pre-and post-launch marketing costs for TYGACIL and pre-launch marketing costs for LYBREL.

Research and development expenses increased 20% for the 2006 second quarter and increased 16% for the 2006 first half as compared with 2005. The increases were primarily due to higher compensation-related expenses, including the impact of expensing stock options, and higher cost-sharing expenditures related to pharmaceutical collaborations.

Interest Expense and Other Income

Interest expense, net for the three and six months ended June 30, 2006 and 2005 consisted of the following:

	Three Months Ended June 30,				Six Months Ended June 30,
(In millions)	2006		2005		2006		2005
Interest expense	$143.0		$91.4		$277.2		$181.5
Interest income	(123.3	)	(64.5	)	(237.3	)	(116.8	)
Less: amount capitalized for capital projects	(17.2	)	(9.7	)	(31.9	)	(17.5	)
Total interest expense, net	$2.5		$17.2		$8.0		$47.2

Interest expense, net decreased 85% for the 2006 second quarter and 83% for the 2006 first half due primarily to higher interest income and higher capitalized interest offset by higher interest expense. Weighted average debt outstanding during the 2006 second quarter and first half was $9,132.5 million and $9,169.0 million, respectively, compared with prior year levels of $7,799.1 million and $7,860.7 million, respectively. The impact of higher weighted average debt outstanding on interest expense was offset, in part, by

40

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Six Months Ended June 30, 2006

increased interest income earned on higher cash balances in 2006 versus 2005. The higher capitalized interest resulted from increased spending for long-term capital projects in process.

Other income, net increased by approximately $13.4 million for the 2006 second quarter primarily due to higher net gains resulting from product divestitures. The $106.6 million decrease for the 2006 first half was due primarily to lower net gains from product divestitures. Pre-tax gains from the divestiture of certain Pharmaceuticals and Consumer Healthcare products were approximately $16.7 million and $34.3 million for the 2006 second quarter and first half, respectively, compared with prior year levels of $4.5 million and $143.0 million, respectively. The 2006 divestitures included product rights to MINOCIN in the United States. The 2005 divestitures included product rights to SYNVISC and EPOCLER (in Brazil). The sales, profits and net assets of these divested products, individually or in the aggregate, were not material to either business segment or our consolidated financial position or results of operations.

Income (Loss) Before Income Taxes

The following table sets forth worldwide income (loss) before income taxes by reportable segment together with the percentage changes from the comparable periods in the prior year:

	Income (Loss) Before Income Taxes
	Three Months Ended June 30,					Six Months Ended June 30,
(Dollars in millions) Segment	2006		2005		% Increase/ (Decrease)	2006		2005		% Increase/ (Decrease)
Pharmaceuticals(1)(3)	$1,385.8		$1,185.0		17%	$2,776.0		$2,423.6		15%
Consumer Healthcare(1)(3)	121.5		97.7		24%	180.8		218.8		(17)%
Animal Health(1)	62.2		61.6		1%	116.6		112.8		3%
Corporate(1)(2)	(140.4	)	(100.3	)	(40)%	(183.7	)	(137.7	)	(33)%
Total	$1,429.1		$1,244.0		15%	$2,889.7		$2,617.5		10%

(1) Stock-based compensation expense for the 2006 second quarter and first half has been recorded in accordance with SFAS No. 123R, which the Company adopted as of January 1, 2006. Income before taxes for the 2006 second quarter and first half included stock-based compensation expense of $132.6 and $207.8, respectively, for stock options, restricted stock and performance share awards. For the 2006 second quarter, stock-based compensation was recorded within the reportable segments as follows: Pharmaceuticals – $92.6, Consumer Healthcare – $8.9, Animal Health – $3.6 and Corporate – $27.4. For the 2006 first half, stock-based compensation was recorded within the reportable segments as follows: Pharmaceuticals – $148.2, Consumer Healthcare – $14.4, Animal Health – $5.9 and Corporate – $39.2.

Income (loss) before taxes for the 2005 second quarter and first half included stock-based compensation expense of $33.3 and $40.0, respectively, for restricted stock and performance share awards only. Prior

41

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Six Months Ended June 30, 2006

to the adoption of SFAS No. 123R, no expense was recorded for stock options. For the 2005 second quarter, stock-based compensation was recorded within the reportable segments as follows: Pharmaceuticals – $21.4, Consumer Healthcare – $1.9, Animal Health – $0.8 and Corporate – $9.2. For the 2005 first half, stock-based compensation was recorded within the reportable segments as follows: Pharmaceuticals – $21.4, Consumer Healthcare – $1.9, Animal Health – $0.8 and Corporate – $15.9.

(2) Corporate included a net charge of $39.5 and $74.6 for the 2006 second quarter and first half related to the Company’s productivity initiatives. For the 2006 second quarter, the activities related to the reportable segments as follows: Pharmaceuticals – $32.2 and Consumer Healthcare – $7.3. For the 2006 first half, the activities related to the reportable segments as follows: Pharmaceuticals – $67.3 and Consumer Healthcare – $7.3. Excluding these charges, Corporate expenses increased approximately 1% for the 2006 second quarter and decreased 21% for the 2006 first half.

(3) Income before income taxes for the 2006 second quarter and first half included gains from product divestitures of approximately $16.2 and $33.0, respectively, in the Pharmaceuticals segment primarily from the divestiture of product rights to MINOCIN in the U.S. Income before income taxes for the 2005 second quarter and first half included gains from product divestitures of $4.7 and $127.4, respectively, in the Pharmaceuticals segment primarily from the divestiture of products rights to SYNVISC. In addition, income before taxes for the 2005 first half included gains from product divestitures of $15.7 in the Consumer Healthcare segment primarily from the divestiture of EPOCLER in Brazil.

Worldwide Pharmaceuticals income before income taxes for the 2006 second quarter and first half increased 17% and 15%, respectively, due primarily to higher net revenue, higher gross margins earned on worldwide sales of Pharmaceuticals products, and lower selling and general expenses, as a percentage of net revenue, offset by higher research and development expenses.

Worldwide Consumer Healthcare income before income taxes increased 24% for the 2006 second quarter due primarily to higher gross profit margins earned on worldwide sales of Consumer Healthcare products, lower selling and general expense, as a percentage of net revenue and higher other income net, offset, in part, by higher research and development expenses. Worldwide Consumer Healthcare income before income taxes decreased 17% for the 2006 first half due primarily to lower net revenue, higher selling and general expense, as a percentage of net revenue, higher research and development expenses and lower other income, net, offset, in part, by higher gross profit margins earned on worldwide sales of Consumer Healthcare products. The 2006 second quarter and first half were impacted by the absence of net revenue from SOLGAR products, which were divested in the 2005 third quarter, as well as the impact of retailer actions and state and federal legislation in connection with pseudoephedrine (PSE)-containing products.

Worldwide Animal Health income before income taxes for the 2006 second quarter and first half increased approximately 1% and 3%, respectively. The 2006 second quarter increase was due primarily to higher net revenue offset, in part, by lower gross profit margins earned on worldwide sales of Animal Health products and higher selling and general expenses, as a percentage of net revenue. The 2006 first half increase was due primarily to higher net revenue and higher gross profit margins earned on worldwide sales of Animal Health products offset, in part, by higher selling and general expenses, as

42

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Six Months Ended June 30, 2006

a percentage of net revenue. Selling expenses were impacted by a $9.0 million provision (recorded in the 2006 second quarter) related to the voluntary recall of one serial of RABVAC (rabies vaccine) in the U.S. This reserve represents re-vaccination fees to veterinarians.

Corporate expenses, net for the 2006 second quarter were $140.4 million compared with $100.3 million for the 2005 second quarter. Corporate expenses, net for the 2006 first half were $183.7 million compared with $137.7 million for the 2005 first half. Corporate expenses, net for the 2006 first half were impacted by a charge of $74.6 million related to our productivity initiatives, as well as lower interest expense, net.

Income Taxes

The effective tax rates were 25.5% and 24.4% for the 2006 second quarter and first half, respectively, compared with 21.5% for both the 2005 second quarter and first half. The increase in the 2006 second quarter and first half tax rates reflect the impact of higher sales of certain Pharmaceuticals products (i.e., ENBREL, PREVNAR) that are manufactured in less favorable tax jurisdictions and increased expenditures on research and development in non-U.S. locations. The 2006 second quarter and first half rates do not assume the benefit of certain research and development tax credits since they have not yet been renewed for 2006.

Consolidated Net Income and Diluted Earnings Per Share Results

Net income and diluted earnings per share for the 2006 second quarter were $1,064.8 million and $0.78, respectively, compared with net income and diluted earnings per share of $976.6 million and $0.72, respectively, in the 2005 second quarter, which represent increases of 9% and 8%, respectively. Net income and diluted earnings per share for the 2006 first half were $2,184.4 million and $1.60, respectively, compared with net income and diluted earnings per share of $2,054.7 million and $1.52, respectively, in the 2005 first half, which represent increases of 6% and 5%, respectively.

Our management uses various measures to manage and evaluate our performance and believes it is appropriate to specifically identify certain significant items included in net income and diluted earnings per share to assist investors with analyzing ongoing business performance and trends. In particular, our management believes that comparisons between 2006 and 2005 results of operations are impacted by the 2006 first quarter net charges of $35.1 million ($24.2 million after-tax or $0.02 per share-diluted) and the 2006 second quarter net charges of $39.5 million ($27.3 million after-tax or $0.02 per share-diluted) related to our productivity initiatives. The productivity initiatives charges, which include costs of closing certain manufacturing facilities and the elimination of certain positions, have been identified as significant items by our management as these charges are not considered to be indicative of continuing operating results.

43

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Six Months Ended June 30, 2006

In addition, effective January 1, 2006, we adopted Statement of Financial Accounting Standards (SFAS) No. 123R which requires the expensing of stock options. As a result, the 2006 second quarter and first half results included stock option expense, which reduced diluted earnings per share by approximately $0.04 and $0.07, respectively. The 2005 second quarter results, which have not been restated to include the impact of stock options, would have included a charge of $69.6 million ($53.8 million after-tax or $0.04 per share-diluted) had we expensed stock options. Similarly, the 2005 first half results would have included a charge of $151.3 million ($118.9 million after-tax or $0.09 per share-diluted). Our management believes that including this expense as part of the 2005 second quarter and first half provides a more meaningful comparison of our operations for these accounting periods.

Excluding the 2006 second quarter and first half productivity initiative charges and assuming the expensing of stock options for the 2005 second quarter and first half, the increases in net income and diluted earnings per share for the 2006 second quarter and first half were due primarily to higher net revenue, lower costs of goods sold and selling, general and administrative expenses, both as a percentage of net revenue, and lower interest expense, net, offset, in part, by higher research and development spending as well as the impact of a higher effective tax rate compared with the 2005 second quarter and first half. The 2006 first half was also impacted by lower other income, net.

Gains from product divestitures constitute an integral part of our analysis of divisional performance and are important to understanding changes in our reported net income. Gains from product divestitures for the 2006 second quarter and first half were $16.7 million ($12.1 million after-tax or $0.01 per share-diluted) and $34.3 million ($23.6 million after-tax or $0.02 per share-diluted), respectively, compared with $4.5 million ($2.7 million after-tax) and $143.0 million ($92.8 million after-tax or $0.07 per share-diluted), respectively, for the 2005 second quarter and first half.

Liquidity, Financial Condition and Capital Resources

Cash flows provided by operating activities totaling $1,364.9 million during the 2006 first half were generated primarily by net earnings of $2,184.4 million, offset, in part, by payments of $1,278.5 million related to the diet drug litigation. In the 2006 second quarter, $400.0 million of these payments were paid from the Seventh Amendment Security Fund (see Note 7 to the consolidated condensed financial statements). The cash flow impact of the change in working capital, which used $939.0 million of cash as of June 30, 2006, excluding the effects of foreign exchange, was offset, in part, by non-cash depreciation and amortization expense and stock-based compensation included in net earnings. The change in working capital primarily consisted of a decrease in accounts payable and accrued expenses of $565.6 million relating to timing of payments, an increase in accounts receivable of $199.7 million relating to increased sales, an increase in inventory of $121.6 million due to increased inventory levels to support higher sales

44

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Six Months Ended June 30, 2006

and a decrease in accrued taxes of $41.2 million due to timing of payments. The change in working capital, which used $330.6 million of cash as of June 30, 2005 excluding the effects of foreign exchange, primarily consisted of a decrease in accounts payable and accrued expenses of $269.8 million relating to timing of payments and an increase in accounts receivable of $91.3 million relating to increased sales.

During the 2006 first half, we used $694.7 million of cash for purchases of marketable securities, $514.6 million of cash for investments in property, plant and equipment and $102.2 million of cash for the purchase of an additional equity interest in our joint venture in Japan with Takeda, pursuant to which we increased our ownership of the joint venture from 70% to 80% in April 2006. In addition, we received investment proceeds through the sales and maturities of marketable securities of $291.7 million and the sales of assets totaling $39.6 million.

Our financing activities in the 2006 first half included dividend payments of $672.5 million and purchases of common stock for treasury of $278.1 million.

Included in Accrued Expenses is the current portion of the reserves for diet drug litigation in the amount of $3,734.0 million. Based on progress to date with various aspects of the diet drug litigation, a substantial portion of this balance is likely to be paid during the remainder of 2006.

At June 30, 2006, we had outstanding $9,083.6 million in total debt, which consisted of notes payable and other debt. Maturities of our obligations as of June 30, 2006 are set forth below.

(In millions)	Total	Less than 1 year	1-3 years	4-5 years	Over 5 years
Total debt	$9,083.6	$4.7	$449.7	$1,520.9	$7,108.3

The following represents our credit ratings as of June 30, 2006:

	Moody’s	S&P	Fitch
Short-term debt	P-2	A-1	F-2
Long-term debt	Baa1	A	A-
Outlook	Positive	Stable	Stable
Last rating update	May 18, 2006	May 3, 2006	May 16, 2006

In light of the circumstances discussed in Note 7 to the consolidated condensed financial statements, it is not possible to predict our ultimate liability in connection with our diet drug legal proceedings. It is therefore not possible to predict whether, and if so when, such proceedings will have a material adverse effect on our financial condition, results of operations and/or cash flows and whether cash flows from operating activities and existing and prospective financing resources will be adequate to fund our operations, pay all liabilities related to the diet drug litigation, pay dividends, maintain the ongoing programs of capital expenditures, and repay both the principal and interest on our

45

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Six Months Ended June 30, 2006

outstanding obligations without the disposition of significant strategic core assets and/or reductions in certain cash outflows.

Cautionary Note Regarding Forward-Looking Statements

This report includes forward-looking statements. These forward-looking statements generally can be identified by the use of words such as “anticipate,” “expect,” “plan,” “could,” “may,” “will,” “believe,” “estimate,” “forecast,” “project” and other words of similar meaning. These forward-looking statements address various matters, including:

o Our anticipated results of operations, financial condition and capital resources;

o Benefits from our business activities and transactions, productivity initiatives and facilities management, such as enhanced efficiency, reduced expenses, avoided expenditures and reduction of supply constraints;

o Our expectations, beliefs, plans and strategies, anticipated developments and other matters that are not historical facts, including plans to continue our productivity initiatives and expectation regarding product demand and growth;

o The resolution of the manufacturing issues at our Guayama, Puerto Rico manufacturing facility;

o Anticipated receipt of, and timing with respect to, regulatory approvals and filings and product launches;

o Anticipated developments relating to product supply and sales of our key products;

o Sufficiency of facility capacity for growth;

o Changes in our product mix;

o Our ability to continue the shift of sales of PROTONIX from the Medicaid segment to the managed care segment;

o Uses of borrowings under credit facilities and proceeds from debt issuances;

o Timing and results of research and development activities, including those with collaborators;

o Prospects for our product candidates;

o Estimates and assumptions used in our critical accounting policies;

o Costs related to product liability, patent protection, environmental matters, government investigations and other legal proceedings;

o Opinions and projections regarding impact from, and estimates made for purposes of accruals for future liabilities with respect to, taxes, product liability claims and other litigation (including the diet drug litigation), environmental cleanup and other potential future costs;

o Various aspects of the diet drug litigation;

o Calculations of projected benefit obligations under pension plans, expected contributions to pension plans and expected returns on pension plan assets;

o Assumptions used in calculations of deferred tax assets;

o Future charges related to implementing our productivity initiatives;

46

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Six Months Ended June 30, 2006

o Anticipated amounts of future contractual obligations and other commitments, including future minimum rental payments under non-cancelable operating leases and estimated future pension and other postretirement benefit payments;

o The financial statement impact of changes in generally accepted accounting principles;

o The projected impact of expensing stock options;

o Plans to vigorously defend various lawsuits;

o Our and our collaborators’ ability to protect our intellectual property, including patents;

o Minimum terms for patent protection with respect to various products;

o Future impact of manufacturing documentation issues at certain European manufacturing sites;

o Impact of legislation or regulation affecting product approval, pricing, reimbursement or patient access, both in the United States and internationally;

o Impact of managed care or health care cost-containment;

o Impact of competitive products, including generics; and

o Impact of economic conditions, including interest rate and exchange rate fluctuation.

Each forward-looking statement contained in this report is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statement. These risks and uncertainties include risks associated with the inherent uncertainty of the timing and success of product research, development and commercialization (including with respect to our pipeline products); drug pricing and payment for our products by government and third party-payors; manufacturing (including government regulation of manufacturing operations); data generated on the safety and efficacy of our products; economic conditions including interest and currency exchange rate fluctuations; changes in generally accepted accounting principles; the impact of competitive or generic products; trade buying patterns; global business operations; product liability and other types of litigation; the impact of legislation and regulatory compliance; intellectual property rights; strategic relationships with third parties; environmental liabilities; and other risks and uncertainties, including those detailed from time to time in our periodic reports filed with the Securities and Exchange Commission, including our Current Reports on Form 8-K, Quarterly Reports on Form 10-Q and Annual Report on Form 10-K. In particular, we refer you to Item 1A. RISK FACTORS of our 2005 Annual Report on Form 10-K for additional information regarding the risks and uncertainties discussed above as well as additional risks and uncertainties that may affect our actual results. The forward-looking statements in this report are qualified by these risk factors.

We caution investors not to place considerable reliance on the forward-looking statements contained in this report. Each statement speaks only as of the date of this report (or any earlier date indicated in the statement), and we undertake no obligation to update or revise any of these statements, whether as a result of new information, future developments or otherwise. From time to time, we also may provide oral or

47

written forward-looking statements in other materials. You should consider this cautionary statement and the risk factors identified under Item 1A. RISK FACTORS of our 2005 Annual Report on Form 10-K when evaluating those statements as well. Our business is subject to substantial risks and uncertainties, including those identified in this report. Investors, potential investors and others should give careful consideration to these risks and uncertainties.

48

Item 3. Quantitative and Qualitative Disclosures about Market Risk

The market risk disclosures appearing on page 64 of the Company’s 2005 Financial Report as incorporated by reference in our 2005 Annual Report on Form 10-K have not materially changed from December 31, 2005. At June 30, 2006, the fair values of our financial instruments were as follows:

(In millions)	Notional/ Contract Amount	Carrying Value		Fair Value
Description		Assets (Liabilities)
Forward contracts(1)	$1,832.1	$0.2		$0.2
Option contracts(1)	779.3	(2.6	)	(2.6	)
Interest rate swaps	5,300.0	(204.1	)	(204.1	)
Outstanding debt(2)	9,287.7	(9,083.6	)	(9,250.8	)

(1) If the U.S. dollar were to strengthen or weaken by 10%, in relation to all hedged foreign currencies, the net payable on the forward and option contracts would collectively decrease or increase by approximately $97.2.

(2) If the interest rates were to increase or decrease by one percentage point, the fair value of the outstanding debt would decrease or increase by approximately $690.2.

The estimated fair values approximate amounts at which these financial instruments could be exchanged in a current transaction between willing parties. Therefore, fair values are based on estimates using present value and other valuation techniques that are significantly affected by the assumptions used concerning the amount and timing of estimated future cash flows and discount rates that reflect varying degrees of risk. The fair value of forward contracts, currency option contracts and interest rate swaps reflects the present value of the contracts at June 30, 2006 and the fair value of outstanding debt instruments reflects a current yield valuation based on observed market prices as of June 30, 2006.

Item 4. Controls and Procedures

As of June 30, 2006, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective. During the 2006 second quarter, there were no significant changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. During the 2006 second quarter, the Company upgraded Wyeth’s core SAP R/3 system in the U.S. from version 4.6c to version 5.0. This upgrade served to enable the latest functionality necessary to effectively manage the business, provide the technology foundation to upgrade other SAP applications, as well as further enhance the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).

49

Part II — Other Information

Item 1. Legal Proceedings

The information set forth in Note 7 to the Company’s consolidated condensed financial statements, Contingencies and Commitments, in this report is incorporated herein by reference.

Item 1A. Risk Factors

Information regarding risk factors appears in Management’s Discussion and Analysis of Financial Condition and Results of Operations - Cautionary Note Regarding Forward Looking Statements in this report and in Item 1A. RISK FACTORS of the Company’s 2005 Annual Report on Form 10-K. There have been no material changes from the risk factors previously disclosed in the Company’s 2005 Annual Report on Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table provides certain information with respect to the Company’s repurchases of shares of its common stock during the 2006 second quarter:

Period	Total Number of Shares Purchased(1)(2)	Average Price Paid per Share (1)(2)	Total Number of Shares Purchased as Part of Publicly Announced Plan(1)	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs(1)
April 1, 2006 through April 30, 2006	164,869	$47.17	161,100	12,243,900
May 1, 2006 through May 31, 2006	2,506,167	48.34	2,500,000	9,743,900
June 1, 2006 through June 30, 2006	155,680	43.69	150,000	9,593,900
Total	2,826,716	$48.02	2,811,100

(1) On January 27, 2006, the Company’s Board of Directors approved a share repurchase program allowing for the repurchase of up to 15.0 million shares of the Company’s common stock (the Share Repurchase Program). As a result of the new program, the Company terminated a share repurchase program adopted July 28, 1994, under which approximately 4.5 million shares remained available for repurchase.

(2) In addition to purchases under the Share Repurchase Program, this column reflects the following transactions during the 2006 second quarter: (i) the surrender to the Company of 3,930 shares of common stock to pay the exercise price in connection with the exercise of employee stock options; and (ii) the surrender to the Company of 11,686 shares of common stock to satisfy tax withholding obligations for employees in connection with the issuance of restricted stock and/or performance share awards.

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Item 4. Submission of Matters to a Vote of Security Holders

(a) The matters described under item 4(c) below were submitted to a vote of security holders, through the solicitation of proxies pursuant to Section 14 under the Securities Exchange Act of 1934, as amended, at the Annual Meeting of Stockholders held on April 27, 2006 (the Annual Meeting).

(b) Not applicable.

(c) The following describes the matters voted upon at the Annual Meeting and sets forth the number of votes cast for, against or withheld and the number of abstentions as to each such matter (except as provided below, there were no broker non-votes):

(i) Election of directors:

Nominee	For	Withheld
Robert Essner	1,103,747,599	24,968,330
John D. Feerick	1,103,151,785	25,564,144
Frances D. Fergusson, Ph.D.	1,112,278,235	16,437,694
Victor F. Ganzi	1,111,961,205	16,754,724
Robert Langer, Sc.D.	1,111,800,154	16,915,775
John P. Mascotte	1,075,319,130	53,396,799
Mary Lake Polan, M.D., Ph.D., M.P.H.	1,104,401,955	24,313,974
Gary L. Rogers	1,112,489,942	16,225,987
Ivan G. Seidenberg	1,103,611,319	25,104,610
Walter V. Shipley	1,042,848,048	85,867,881
John R. Torell III	1,103,207,432	25,508,497

(ii) Ratification of the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2006:

For	Against	Abstain
1,119,322,077	2,053,043	7,340,809

(iii) Adoption of the 2006 Non-Employee Director Stock Incentive Plan:

For	Against	Abstain
870,784,021	120,678,188	11,196,710

There were 126,057,010 broker non-votes with reference to this item.

(iv) Adoption of Stockholder Proposal regarding limiting supply of prescription drugs in Canada:

For	Against	Abstain
222,846,704	652,129,357	127,682,858

There were 126,057,010 broker non-votes with reference to this item.

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(v) Adoption of Stockholder Proposal regarding the disclosure of the Company’s political contributions:

For	Against	Abstain
253,052,333	620,677,280	128,929,306

There were 126,057,010 broker non-votes with reference to this item.

(vi) Adoption of Stockholder Proposal regarding the disclosure of the Company’s animal welfare policy:

For	Against	Abstain
221,428,370	649,004,136	132,226,413

There were 126,057,010 broker non-votes with reference to this item.

(vii) Adoption of Stockholder Proposal regarding directors to be elected by majority vote:

For	Against	Abstain
548,807,231	441,708,840	12,142,848

There were 126,057,010 broker non-votes with reference to this item.

(viii) Adoption of Stockholder Proposal regarding separating the roles of Chairman and Chief Executive Officer:

For	Against	Abstain
376,620,340	614,910,175	11,128,404

There were 126,057,010 broker non-votes with reference to this item.

(ix) Adoption of Stockholder Proposal regarding the adoption of a simple majority vote:

For	Against	Abstain
775,596,183	214,284,246	12,778,490

There were 126,057,010 broker non-votes with reference to this item.

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Item 5. Other Information

Wyeth gave notice dated August 1, 2006 to all senior managers (including all of its executive officers) and other key employees with whom it maintains change in control severance agreements that their existing change in control severance agreements (the Existing Agreements) would not be extended for the year ended December 31, 2009. Under the terms of the Existing Agreements, this means that if Wyeth undergoes a change in control (as defined in the agreements) on or prior to December 31, 2008, the provisions of the Existing Agreements will be applicable to such transaction and govern a termination of employment thereafter. In connection with that notice, Wyeth also offered to enter into forms of replacement change in control severance agreements (the Replacement Agreements) with these senior managers and other key employees that would apply to change in control transactions occurring on or after January 1, 2009.

The decision to terminate the Existing Agreements and to enter into the Replacement Agreements arose from Wyeth’s ongoing review of its compensation practices and was recommended by the Compensation and Benefits Committee, after consultation with the Committee’s independent compensation consultant, and approved by Wyeth’s Board of Directors. While the changes generally reduce the benefits available to senior managers and other key employees under the agreements, Wyeth believes that the Replacement Agreements are consistent with current industry practices while supporting Wyeth’s attraction and retention of key employees.

Both the Existing Agreements and the Replacement Agreements generally provide that if a change in control of Wyeth occurs, the senior manager or key employee will receive a one-time cash severance payment, as well as other benefits, if Wyeth or the surviving company terminates his or her employment other than for “disability” or “cause” or the senior manager or key employee terminates his or her employment for “good reason” (in each case as defined in the relevant agreements). A description of the Existing Agreements appears in Wyeth’s 2006 Proxy Statement under the caption “Change in Control Severance Agreements.”

The following is a summary of the key differences between the Existing Agreements and the Replacement Agreements:

o Under the Existing Agreements, the calculation of the severance payment is equal to three times, in the case of senior managers, and two times, in the case of other key employees, the total of (a) the senior manager’s or key employee’s base salary at the rate in effect at the time of the change in control (and increased to reflect any subsequent increase), (b) the highest bonus awarded to the senior manager or key employee in any of the three years immediately prior to the termination year, and (c) an amount equal to the greatest Black-Scholes value (determined as of the date of grant, in accordance with the Existing Agreements), of any grant of options and restricted stock and/or performance shares (converting such restricted stock and/or performance shares to option shares in accordance with the formula used to determine the share grant and treating them as having been granted as shares subject to an option for purposes of this determination) made to the senior manager or key employee in any of the three years prior to the change in control or, if greater, following the change of control. In addition, the senior manager or key

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employee would also receive a pro-rated bonus, calculated through the date of termination. Under the Replacement Agreements, the calculation of the severance payment has changed by:

o no longer including the value of equity awards (clause (c) above) in calculating the amount of severance, and

o changing the bonus calculation such that it is equal to the average of the senior manager’s or key employee’s three highest bonuses over the prior five years. A default mechanism for senior managers and key employees who do not have a bonus history is also included in the Replacement Agreements.

o The Existing Agreements with senior managers permit a senior manager to terminate his or her employment during the 90-days following the first anniversary of a change in control for any reason with such termination constituting a termination for good reason, thereby entitling such senior manager to payment of severance and other benefits under the Existing Agreement. The Replacement Agreements eliminate this provision.

o Under the Existing Agreements, senior managers and key employees are eligible for retiree medical coverage if they have attained age 45 upon termination. Under the Replacement Agreements, eligibility for retiree medical coverage is only achieved if: (i) the senior manager or key employee is either age 50 on the termination date or (ii) the sum of the senior manager’s or key employee’s age and years of service equals or exceeds 60, after adding three years, in the case of senior managers, and two years, in the case of other key employees, to both service and age.

o Under the Existing Agreements, senior managers and key employees are eligible for an unreduced pension payable at age 55. Under the Replacement Agreements, eligibility for an unreduced pension payable at age 55 is only achieved if, at termination, the sum of the senior manager’s or key employee’s age and years of service equals or exceeds 60, after adding three years, in the case of senior managers, and two years, in the case of other key employees, to both the employee’s service and age.

o Under the Existing Agreements, senior managers and key employees are entitled to receive certain continued fringe benefits for three years, in the case of senior managers, and two years, in the case of other key employees. The Replacement Agreements replace this provision with a one-time cash payment equal to $60,000 and $40,000, respectively.

o The Replacement Agreements add a provision prohibiting senior managers and key employees from soliciting Wyeth employees or exclusive long-term contractors to leave employment with Wyeth for two years following the date of termination.

o The Replacement Agreements change the definition for determining when termination as a result of relocation constitutes resignation for “good reason.”

The Existing Agreements apply to a change in control that occurs on or prior to December 31, 2008 and would govern for up to 36 months following a transaction that

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occurs on or prior to December 31, 2008. The Replacement Agreements apply to a change in control that occurs on or after January 1, 2009 through December 31, 2011 and would govern for up to 36 months following such a transaction. The Replacement Agreements will automatically extend in one-year increments unless Wyeth provides a notice of termination no later than September 30 in the year two years prior to such December 31 termination date.

Wyeth’s Board of Directors also approved forms of new severance agreements (the New Agreements) to be entered into with newly-hired or newly-eligible senior managers and other key employees that are comparable to the relevant Replacement Agreements, except that the initial term of these agreements will expire on December 31, 2008. In addition, the Board of Directors also approved forms of amendments to the Existing Agreements (the 409A Amendments) relating to technical changes to comply with Section 409A, which was added to the Internal Revenue Code by the American Jobs Creation Act of 2004.

The forms of the Replacement Agreements, the New Agreements and the 409A Amendments are filed as exhibits to this Quarterly Report on Form 10-Q.

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Item 6. Exhibits

Exhibit No.	Description
(10.1)	Wyeth Directors’ Deferral Plan (as amended to June 22, 2006).
(10.2)	Wyeth 1994 Restricted Stock Plan for Non-Employee Directors (as amended to June 22, 2006).
(10.3)	Amendments to the Wyeth 2005 Stock Incentive Plan.
(10.4)	Amendments to the Wyeth 2002 Stock Incentive Plan and the Wyeth 1993 Stock Incentive Plan.
(10.5)	Amendments to the Wyeth 1999 Stock Incentive Plan and the Wyeth 1996 Stock Incentive Plan.
(10.6)	Second Amendment to Five-Year Credit Agreement, dated as of July 19, 2006, amending the Credit Agreement, dated as of February 11, 2004, among the Company, the banks and other financial institutions from time to time parties thereto and JPMorgan Chase Bank, N.A., as administrative agent for the lenders thereto.
(10.7)	First Amendment to Five-Year Credit Agreement, dated as of July 19, 2006, amending the Credit Agreement, dated as of August 3, 2005, among the Company, the banks and other financial institutions from time to time parties thereto and JPMorgan Chase Bank, N.A., as administrative agent for the lenders thereto.
(10.8)	Form of replacement Severance Agreement to be entered into between the Company and all executive officers and certain other key employees that have entered into existing Severance Agreements in the form incorporated by reference to Exhibit 10.54 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005.
(10.9)	Form of replacement Severance Agreement to be entered into between the Company and key employees that have entered into existing Severance Agreements in the form incorporated by reference to Exhibit 10.55 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005.
(10.10)	Form of Severance Agreement to be entered into between the Company and all executive officers and certain other key employees that have not entered into existing Severance Agreements.

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Exhibit No.	Description
(10.11)	Form of Severance Agreement to be entered into between the Company and key employees that have not entered into the Severance Agreement referred to in Exhibit 10.10 and that have not entered into existing Severance Agreements.
(10.12)	Form of Amendment to existing Severance Agreements (Section 409A) to be entered into between the Company and all executive officers and key employees relating to the forms of existing Severance Agreements incorporated by reference as Exhibits 10.54 and 10.55 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005.
(12)	Computation of Ratio of Earnings to Fixed Charges.
(31.1)	Certification of disclosure as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(31.2)	Certification of disclosure as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(32.1)	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(32.2)	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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Signature

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 thereunto duly authorized.

Wyeth

(Registrant)

By: /s/	Paul J. Jones
	Paul J. Jones
	Vice President and Controller (Duly Authorized Signatory and Chief Accounting Officer)

Date: August 7, 2006

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Exhibit Index

Exhibit No.	Description
(10.1)	Wyeth Directors’ Deferral Plan (as amended to June 22, 2006).
(10.2)	Wyeth 1994 Restricted Stock Plan for Non-Employee Directors (as amended to June 22, 2006).
(10.3)	Amendments to the Wyeth 2005 Stock Incentive Plan.
(10.4)	Amendments to the Wyeth 2002 Stock Incentive Plan and the Wyeth 1993 Stock Incentive Plan.
(10.5)	Amendments to the Wyeth 1999 Stock Incentive Plan and the Wyeth 1996 Stock Incentive Plan.
(10.6)	Second Amendment to Five-Year Credit Agreement, dated as of July 19, 2006, amending the Credit Agreement, dated as of February 11, 2004, among the Company, the banks and other financial institutions from time to time parties thereto and JPMorgan Chase Bank, N.A., as administrative agent for the lenders thereto.
(10.7)	First Amendment to Five-Year Credit Agreement, dated as of July 19, 2006, amending the Credit Agreement, dated as of August 3, 2005, among the Company, the banks and other financial institutions from time to time parties thereto and JPMorgan Chase Bank, N.A., as administrative agent for the lenders thereto.
(10.8)	Form of replacement Severance Agreement to be entered into between the Company and all executive officers and certain other key employees that have entered into existing Severance Agreements in the form incorporated by reference to Exhibit 10.54 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005.
(10.9)	Form of replacement Severance Agreement to be entered into between the Company and key employees that have entered into existing Severance Agreements in the form incorporated by reference to Exhibit 10.55 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005.
(10.10)	Form of Severance Agreement to be entered into between the Company and all executive officers and certain other key employees that have not entered into existing Severance Agreements.
(10.11)	Form of Severance Agreement to be entered into between the Company and key employees that have not entered into the Severance Agreement referred to in Exhibit 10.10 and that have not entered into existing Severance Agreements.
(10.12)	Form of Amendment to existing Severance Agreements (Section 409A) to be entered into between the Company and all executive officers and key employees relating to the forms of existing Severance Agreements incorporated by reference as Exhibits 10.54 and 10.55 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005.
(12)	Computation of Ratio of Earnings to Fixed Charges.
(31.1)	Certification of disclosure as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(31.2)	Certification of disclosure as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(32.1)	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(32.2)	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

EX-1

EX-10.1

Exhibit 10.1

WYETH

DIRECTORS’ DEFERRAL PLAN

(as amended to June 22, 2006)

SECTION 1. ESTABLISHMENT OF THE PLAN

Effective May 1, 1997, there is hereby established a plan whereby Directors of the Company who are not current employees of the Company may voluntarily defer compensation (the “Deferred Compensation” portion of the Plan), and may share in the long-term growth of the Company (the “Deferred Stock” portion of the Plan). Prior to May 1, 1997, the Company maintained the Deferred Compensation portion of the Plan as a separate plan, The American Home Products Corporation Nonfunded Deferred Compensation Plan for Directors (the “Prior Plan”). The Plan is deemed to consist, in part, of the amounts held under the Prior Plan and any election made by a Director under the Prior Plan, unless and until amended by the Director in accordance with this Plan, shall remain in effect under this Plan.

SECTION 2. DEFINITIONS

When used in the Plan, the following terms shall have the definitions set forth in this Section 2:

2.1 409A Accounts. The term “409A Accounts” means the portion of a Participant’s Accounts attributable to the Deferred Amounts (and the earnings thereon) that are not both earned and vested (for purposes of Section 409A) as of December 31, 2004.

2.2 Affiliate. The term “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.

2.3 Average Closing Price. The term “Average Closing Price” means the average closing market price of the Shares on the Consolidated Transaction Reporting System for the New York Stock Exchange for the last five (5) consecutive trading days on which at least one sale of Shares took place on such System up to and including the day prior to the date of determination (i.e., Deferral Allocation Date or Dividend Allocation Date).

2.4 Beneficiary. The term “Beneficiary” means the beneficiary or beneficiaries (including any contingent beneficiary or beneficiaries) designated by the Participant pursuant to Section 7.3 hereof.

2.5 Board of Directors. The term “Board of Directors” means the Board of Directors of the Company.

2.6 Code. The term “Code” means the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.

2.7 Company. The terms “Company” or “Wyeth” mean Wyeth, a Delaware corporation (as successor to American Home Products Corporation).

2.8 Company Credit. The term “Company Credit” means an amount computed and credited to a Participant’s Deferred Compensation Account, as described in Section 6.3, at an annual rate equal to ten percent (10%) compounded quarterly. Effective as of December 20, 2004, Company Credit for a particular calendar year shall mean 120% of the long-term applicable federal rate, with quarterly compounding, for the month of January of such calendar year, as published under Section 1274(d) of the Code for such year.

2.9 Compensation. The term “Compensation” means the retainer and the aggregate of all fees for service and attendance at Board of Director and committee meetings to which a Director is entitled for services rendered to the Company as a Director.

2.10 Deferral Allocation Date. The term “Deferral Allocation Date” means the third Monday of any month, or if Shares are not traded on the New York Stock Exchange on such third

2

Monday of the month, the last day before the third Monday of the month on which Shares are traded on the New York Stock Exchange, that follows the date on which an amount deferred under the Plan would have been paid in cash if a deferral election had not been made hereunder.

2.11 Deferred Amount. The term “Deferred Amount” means the amount of Compensation that a Deferred Compensation Participant elects to defer in accordance with Section 4 hereof.

2.12 Deferred Compensation Account. The term “Deferred Compensation Account” means the account described in Section 6.1.

2.13 Deferred Compensation Participant. The term “Deferred Compensation Participant” means a Director who is not a current employee of the Company and who has currently or previously elected to defer all or part of his/her Compensation pursuant to the Prior Plan or in accordance with Section 4 of this Plan, and for whom a Deferred Compensation Account is currently maintained.

2.14 Deferred Stock Participant. The term “Deferred Stock Participant” means a Director who is not a current employee of the Company and who becomes a Participant in the Plan in accordance with Section 3 hereof.

2.15 Director. The term “Director” means each member of the Board of Directors.

2.16 Disability. The term “Disability” means the complete and permanent inability of an individual, by reason of illness or accident, to perform the individual’s duties as a Director. The determination whether a Director has suffered a Disability shall be made by the Board of Directors based upon such evidence as it deems appropriate.

2.17 Dividend Allocation Date. The term “Dividend Allocation Date” means the first Monday that (a) follows a Dividend Payment Date and (b) is the third Monday of a month.

3

2.18 Dividend Payment Date. The term “Dividend Payment Date” means the date as of which the Company pays a cash dividend on Shares.

2.19 Dividend Record Date. The term “Dividend Record Date” means, with respect to any Dividend Payment Date, the date established by the Board of Directors as the record date for determining shareholders entitled to receive payment of the dividend on such Dividend Payment Date.

2.20 Individual Accounts. The term “Individual Accounts” or “Accounts” means the separate Deferred Compensation Account and Share Accounts, described in Section 6 hereof, which are established under the Plan for each Participant. When used in the singular, the term shall refer to one of these accounts, as the context requires.

2.21 Grandfathered Accounts. The term “Grandfathered Accounts” means the portion of a Participant’s Accounts attributable to the Deferred Amounts (and the earnings thereon) that are both earned and vested as of December 31, 2004.

2.22 Notice 2005-1. The term “Notice 2005-1” means Notice 2005-1 promulgated by the U.S. Treasury Department and the Internal Revenue Service, as amended by the proposed Treasury Regulations promulgated under Section 409A.

2.23 Participant. The term “Participant” means a Director who is a Deferred Stock Participant, a Deferred Compensation Participant, or both, as the case may be.

2.24 Plan. The term “Plan” means the Wyeth Directors’ Deferral Plan, as set forth herein and as it may be amended from time to time.

2.25 Prior Plan. The term “Prior Plan” has the meaning set forth in Section 1 hereof.

2.26 Section 409A. The term “Section 409A” means Section 409A of the Code.

4

2.27 Section 409A Disability. The term “Section 409A Disability” means “disability” within the meaning of Section 409A.

2.28 Share. The term “Share” means a share of Common Stock, par value $.33 ¹/3 per share, of the Company.

2.29 Share Accounts. The term “Share Accounts” means a Participant’s Vested Share Account and Unvested Share Account.

2.30 Share Equivalents. The term “Share Equivalents” means bookkeeping entries credited to a Participant’s Share Accounts and denominated in Shares.

2.31 Unvested Share Account. The term “Unvested Share Account” means an account consisting of amounts transferred under Section 5.4 for which the vesting requirements of Section 5.5(ii) have not been satisfied, and which are denominated in Share Equivalents as described in Section 6.2.

2.32 Vested Share Account. The term “Vested Share Account” means an account consisting of amounts transferred under Section 5.4 for which the vesting requirements of Section 5.5(ii) have been satisfied together with amounts deferred hereunder, and which are denominated in Share Equivalents as described in Section 6.2, and including any amounts previously maintained in a Participant’s Unvested Share Account which are transferred to such account following satisfaction of the vesting requirements described in Section 5.5(ii) and any cash accruing interest pending the next Quarterly Deferral Allocation Date (as hereinafter defined).

2.33 Year of Service. The term “Year of Service” means each full year and any partial year an individual served as a Director. For this purpose a “year” is the twelve-month period commencing with the first day of the individual’s service as a Director of the Company both before and after the effective date of the Plan.

5

SECTION 3. DEFERRED STOCK PARTICIPANT

Each person who as of the effective date of this Plan is currently serving or who is hereafter elected or appointed to serve as a Director, as the case may be, who is not an employee of the Company, and who elects to become a Participant by making a deferral under Section 5.2, or for whom a transfer is made under Section 5.4, shall become a Deferred Stock Participant. A Deferred Stock Participant shall cease to participate in the Plan with respect to future compensation when the Participant ceases to be a Director. For purposes of the Plan, a Director shall be deemed to cease to be a Deferred Stock Participant with respect to future compensation on the first day of the month next following the month in which he/she last serves as a Director.

SECTION 4. DEFERRED COMPENSATION PARTICIPANT

Prior to the beginning of any calendar year, any Director who is not an employee of the Company may defer the receipt of Compensation to be earned by the Director during such calendar year by filing with the Company a written election that:

(i) defers payment of a designated amount (of One Thousand Dollars ($1,000) or more) or a percentage of his/her Compensation for services attributable to such calendar year (the “Deferred Amount”);

(ii) specifies the payment option selected by the Participant pursuant to Section 7.2 hereof for such Deferred Amount; and

(iii) specifies the options selected by the Participant pursuant to Section 5 hereof for such Deferred Amount.

The amount deferred may not exceed the Director’s Compensation for the period of deferral. Notwithstanding the foregoing, any individual who is not an employee of the Company, and who is newly elected or appointed to serve as a Director may, not later than thirty (30) days after the earlier of (i) the date his/her election or appointment as a Director becomes effective, and (ii) the date the Director first becomes eligible to participate in any arrangement for Directors

6

sponsored by the Company or an Affiliate that is an “account balance plan” as such term is defined for purposes of Section 409A (the “Initial Election Period”), elect in accordance with the preceding provisions of this Section 4, to defer the receipt of Compensation earned during the portion of the current calendar year that follows the last day of the 30-day election period described above. Any elections made pursuant to this Section 4 shall be irrevocable (i) on the last day of the calendar year immediately preceding the calendar year as to which the election applies, or (ii) on the last day of the Initial Election Period, as applicable. If a Participant fails to cancel an election under this Section 4 with respect to his/her Deferred Amount for a future calendar year, the Participant’s current election shall remain in effect for such entire future calendar year. A Participant may thereafter make a new election with regard to a future calendar year in accordance with the first paragraph of this Section 4 or cancel an election with regard to a future calendar year, provided that such election or cancellation is made on or prior to December 31 of the calendar year preceding such future calendar year. A Participant shall not be permitted to change or cancel an election with regard to a particular calendar year on or after January 1 of such calendar year.

SECTION 5. FORM OF DEFERRED COMPENSATION CREDITS

5.1 Deferred Compensation Account. Except with respect to the deferral of Compensation for a year in which a Deferred Compensation Participant elects to have all or a percentage of the Deferred Amount credited in Shares in accordance with Section 5.2 hereof, the Deferred Amount shall be denominated in U.S. dollars and credited to the Participant’s Deferred Compensation Account pursuant to Section 6.1 hereof.

5.2 Shares. Prior to the beginning of any calendar year, a Deferred Compensation Participant may elect, by filing a written election with the Board of Directors, to have all or a percentage of the Deferred Amount for the calendar year credited in Share Equivalents and allocated to the Participant’s Vested Share Account pursuant to Section 6.2 hereof. Any elections made pursuant to this Section 5.2 shall be irrevocable on the last day of the calendar year immediately preceding the calendar year as to which the election applies. If a Participant fails to discontinue an election under this Section 5 with respect to his/her Deferred Amount for a future period, his/her current election shall remain in effect, provided, however, that the Participant may thereafter make a new election with regard to a future calendar year at any time.

7

5.3 Transfer of Deferred Compensation Account Balance to Share Account. Prior to the effective date of the Plan, a Deferred Compensation Participant may elect to have all or a portion of his/her final credited account balance in the Prior Plan (i.e., the balance as of April 30, 1997) converted to Share Equivalents and credited to the Participant’s Vested Share Account. Such conversion shall take place as of May 1, 1997, based on the Average Closing Price as of May 1, 1997.

5.4 Transfer of Present Value of Accrued Benefits Under Retirement Plan to Share Account. Prior to the effective date of the Plan, a Deferred Compensation Participant shall have allocated to his/her Unvested Share Account, or if a Participant has satisfied the vesting requirements set forth in Section 5.5(ii) hereof, to his/her Vested Share Account, the number of Share Equivalents (maintained in fractions and rounded to three (3) decimal places) having a market value (calculated as set forth below) equal to the actuarial present value as of May 1, 1997, of the amount that would have been due to such Participant under the American Home Products Corporation Retirement Plan for Outside Directors at the time of his/her earliest retirement date assuming that the Participant has then satisfied the vesting requirements thereunder. Such actuarial present value calculation shall be performed by the Company in its discretion and shall be converted to Share Equivalents and credited to the Participant’s Unvested or Vested Share Account, as the case may be. Such conversion shall take place as of May 1, 1997, based on the Average Closing Price as of that date.

5.5 Vesting of Unvested Share Account.

(i) All amounts transferred pursuant to Section 5.4 shall be maintained in a Vested Share Account to the extent vested at the time of transfer. All amounts which are not vested will be held in an Unvested Share Account until the Participant shall have satisfied the vesting requirements set forth in Section 5.5(ii), at which time such amounts in the Participant’s Unvested Share Account shall be transferred from such Unvested Share Account and shall become a part of or be added to the Participant’s Vested Share Account.

(ii) A Participant shall have satisfied the vesting requirements upon completion of at least ten (10) Years of Service and attainment of age sixty-five (65), provided,

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however, that a Participant who ceases to be a Director prior to attainment of age sixty-five (65) with at least ten (10) Years of Service shall be deemed to have satisfied the vesting requirements upon the first to occur of (1) attainment of age sixty-five (65), (2) death, or (3) Disability.

SECTION 6. INDIVIDUAL ACCOUNTS

The Company shall maintain Individual Accounts for Participants, as follows:

6.1 Deferred Compensation Account. The Company shall maintain a Deferred Compensation Account in the name of each Deferred Compensation Participant with respect to any amounts deferred under the Plan which the Deferred Compensation Participant does not elect to have credited in Share Equivalents pursuant to Section 5.2 or 5.3 hereof. The portion of a Participant’s Deferred Compensation Account attributable to amounts deferred under the Plan that were earned and vested (for purposes of Section 409A) as of December 31, 2004 shall be separately accounted for. The opening balance of each Participant’s Deferred Compensation Account on the effective date of this Plan shall be equal to the closing balance on the immediately preceding date of the corresponding account maintained on the Participant’s behalf under the Prior Plan, if any, less any portion of such account converted to Share Equivalents and allocated to the Participant’s Vested Share Account pursuant to Section 5.3 hereof. The Deferred Compensation Account shall be denominated in U.S. dollars, rounded to the nearest whole cent. A Deferred Amount allocated to a Deferred Compensation Account pursuant to Section 5.1 hereof shall be credited to the Deferred Compensation Account as of the Deferral Allocation Date.

6.2 Share Accounts. The Company shall maintain Share Accounts consisting of (i) a Vested Share Account and (ii) an Unvested Share Account. The portion of a Participant’s Share Accounts attributable to amounts deferred under the Plan that were earned and vested (for purposes of Section 409A) as of December 31, 2004 shall be separately accounted for. The Share Accounts shall be denominated in Share Equivalents, and shall be maintained in fractions rounded to three (3) decimal places. Share Equivalents allocated to a Deferred Stock Participant’s Vested Share Account in accordance with the Participant’s election under Section 5.2 hereof, shall be credited to the Participant’s Vested Share Account as of the Deferral Allocation Date next occurring in

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January, April, July or October (each a “Quarterly Deferral Allocation Date”), provided that a Deferred Amount so credited shall be credited with deemed interest at the Company Credit rate calculated in accordance with Section 6.3 from the actual Deferral Allocation Date, if different, until the day preceding the next Quarterly Deferral Allocation Date. Share Equivalents and, if necessary, fractional Share Equivalents, shall be credited to a Participant’s Vested Share Account based on the Average Closing Price at the Deferral Allocation Date.

6.3 Accrual of Company Credit. The Treasurer of the Company shall determine the annual rate of Company Credit in January of each calendar year. This rate as so determined shall be effective for the then current calendar year. The Company Credit shall be compounded and credited to each Deferred Compensation Account as of the last day of each calendar quarter for each month (or part thereof) that the Participant serves as a Director during such calendar year. If a Participant elects the payment option under either Section 7.2(i)(b) or Section 7.2(i)(c) below, the Company Credit shall continue to be credited to the Participant’s account until distributed.

6.4 Cash Dividends. Cash dividends paid on Shares shall be deemed to have been paid on the Share Equivalents allocated to each Participant’s Share Accounts and shall be treated as if the allocated Share Equivalents were actual Shares issued and outstanding on the Dividend Record Date. An amount equal to the amount of such dividends shall be credited in Share Equivalents to each Share Account as of each Dividend Allocation Date based on the Average Closing Price at the Dividend Allocation Date.

6.5 Capital Adjustments. The number of Share Equivalents allocated to Share Accounts shall be adjusted by the Board of Directors, as it deems appropriate, to reflect stock dividends, stock splits, reclassifications, spinoffs, and other extraordinary distributions, as if those Share Equivalents were actual Shares.

6.6 Account Statements. Within a reasonable time following the end of each calendar year, the Company shall provide an annual statement to each Participant. The annual statement for each Participant shall report the number of Share Equivalents credited to each of the Participant’s Share Accounts (together with the dollar amount of any cash accruing interest pending the next Quarterly Deferral Allocation Date) and shall report the dollar amount credited to the Participant’s Deferred Compensation Account as of December 31 of that year.

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SECTION 7. PAYMENT PROVISIONS

7.1 Method of Payment. All payments to a Participant (or to a Participant’s Beneficiary or estate, as the case may be) with respect to the Participant’s Deferred Compensation Account and Vested Share Account shall be paid in cash only, with Share Equivalents valued as set forth in Section 7.2 below.

7.2 Payment Options

(i) At the time each Director elects to make a deferral or, for Participants who are Directors on May 1, 1997, prior to the effective date of the Plan, the Participant shall select a payment option with respect to the payment of the Participant’s Individual Accounts from the following payment options:

(a) a lump sum paid on the first business day of the calendar quarter following the calendar quarter in which the Participant ceases to be a Director;

(b) payments in substantially equal annual installments over a period of between two (2) to ten (10) years, as elected by the Participant at the time he/she makes his/her election under this paragraph (i)(b), commencing in January of the calendar year following the calendar year during which the Participant ceases to be a Director, with Share Equivalents in the Participant’s Vested Share Account treated as described in paragraph (iii) below; or

(c) payments in annual installments over a period of between two (2) to ten (10) years as elected by the Participant at the time he/she makes his/her election under this paragraph (i)(c), commencing in January of the calendar year following the calendar year during which the Participant ceases to be a Director, with Share Equivalents in the Participant’s Vested Share Account treated as described in paragraph (iv) below.

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(ii) If the payment option described in paragraph (i)(a) above has been elected, the amount of the lump sum with respect to the Participant’s Deferred Compensation Account shall be equal to the amount credited to the Participant’s Deferred Compensation Account as of the last business day of the calendar quarter preceding the date of payment, and the amount of the lump sum with respect to the Participant’s Vested Share Account shall be equal to the Average Closing Price as of last business day of the calendar quarter preceding the date of payments multiplied by the number of Share Equivalents credited to the Participant’s Vested Share Account as of such date plus any cash accruing interest pending the next Quarterly Deferral Allocation Date.

(iii) If the payment option described in paragraph (i)(b) above has been elected, the value of the Participant’s Vested Share Account shall be added to the amount in such Participant’s Deferred Compensation Account based on the Average Closing Price at the date of the first payment and the amount of each installment with respect to the Participant’s Deferred Compensation Account (including the amount transferred from the Participant’s Vested Share Account and any cash accruing interest pending the next Quarterly Deferral Allocation Date) shall be paid annually, in substantially equal installment amounts. The determination of the amount of substantially equal installment payments shall be a fixed annuity computation determined based on the amount of the Participant’s Deferred Compensation Account (including the amount transferred from the Participant’s Vested Share Account) at the time of the first payment, the annual rate of the Company Credit at that time and the number of installments selected, assuming compounding of the Company Credit on a quarterly basis.

(iv) If the payment option described in paragraph (i)(c) above has been elected, the amount of each installment with respect to the Participant’s Deferred Compensation Account and Vested Share Account (and any cash accruing interest pending the next Quarterly Deferral Allocation Date) shall be paid annually, in installment amounts. The amount to be distributed annually with respect to Share Equivalents shall be computed by

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dividing the number of Share Equivalents in the Participant’s Vested Share Account by the number of installment payments selected, with the resulting number of Share Equivalents paid in cash, based on the Average Closing Price as of the December 31 preceding each date of payment. Any additional amounts in respect of Share Equivalents relating to dividend equivalents during the duration of installment payments shall be included with and paid as part of the last installment.

(v) If the Participant fails to elect a payment option, the amount credited to the Participant’s Deferred Compensation Account and Vested Share Account shall be distributed in a lump sum in accordance with the payment option described in paragraph (i)(a) and paragraph (ii) above. If, at the time a Participant ceases to be a Director, the amount credited to a Participant’s Deferred Compensation Account and the value of Share Equivalents credited to a Participant’s Share Accounts is less than $25,000 in the aggregate, the Board of Directors shall pay out the amount credited to such Account in a lump sum in accordance with paragraph (i)(a) and paragraph (ii) above.

(vi) Notwithstanding the foregoing, any amounts in a Participant’s Unvested Share Account at the time the Participant ceases to be a Director shall be forfeited if the Participant has not completed at least ten (10) Years of Service. In addition, if the Participant has completed at least ten (10) Years of Service as of the time the Participant ceases to be a Director, the amounts in the Participant’s (a) 409A Accounts attributable to his Unvested Share Account shall be paid to the Participant in the manner selected in paragraph (i)(a), (i)(b), or (i)(c) above (x) on the date the Participant ceases to be a Director if such termination of status as a Director is a result of Disability or (y) if the Director ceases to be a Director for any other reason, on the first to occur of (1) attainment of age sixty-five (65), or (2) Section 409A Disability, and (b) Grandfathered Accounts attributable to his Unvested Share Account, shall be paid on the first to occur of (1) attainment of age 65 and (2) Disability. If the payment option described in paragraph (i)(a) above has been selected, the value of such Unvested Share Account shall be determined based on the Average Closing Price as of the December 31 preceding the date of payment, and thereafter shall be treated as if it were part of the Participant’s Deferred Compensation Account. If

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the payment option described in paragraph (i)(b) above has been selected, payment shall be made in accordance with Section 7.2(iii). If the payment option in paragraph (i)(c) above has been selected, payment shall be made in accordance with Section 7.2(iv). Notwithstanding the foregoing, any benefits in the Unvested Share Account at the date of a Participant’s death shall be paid to the Participant’s Beneficiary or estate, as the case may be, in accordance with Section 7.3.

7.3 Payment Upon Death. Notwithstanding any other provision of the Plan to the contrary, on the first business day of the month following the date of death of a Participant, the amount credited to the Participant’s Deferred Compensation Account and all of the Share Equivalents credited to the Participant’s Share Accounts shall be paid by the Company in a lump sum to the Participant’s Beneficiary. For purposes of this Section 7.3, the amount credited to the Participant’s Deferred Compensation Account, and the number and value of Share Equivalents credited to the Participant’s Share Accounts, shall be determined as of the date of payment using the Average Closing Price. A Participant may designate a Beneficiary, in writing, in a form acceptable to the Board of Directors. A Participant may revoke a prior designation of a Beneficiary and may also designate a new Beneficiary without the consent of the previously designated Beneficiary, provided, however, that such revocation and new designation (if any) are in writing, in a form acceptable to the Board of Directors, and filed with the Board of Directors before the Participant’s death. If the Participant does not designate a Beneficiary, or if no designated Beneficiary survives the Participant, any amount not distributed to the Participant during the Participant’s life shall be paid to the Participant’s estate in a lump sum in accordance with this Section 7.3.

7.4 Payment on Unforeseeable Emergency. The Board of Directors may, in its sole discretion, direct payment to a Participant of all or of any portion of the vested portion of a Participant’s Accounts, notwithstanding an election of a payment option under Section 7.2 above, at any time that the Board of Directors determines that such Participant has an unforeseeable emergency. With respect to that portion of the Participant’s Grandfathered Accounts, “unforeseeable emergency” means severe financial hardship to the Participant resulting from a sudden and unexpected illness or accident of the Participant or of a dependent of the Participant,

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loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. With respect to a Participant’s 409A Accounts, “unforeseeable emergency” means “unforeseeable emergency” within the meaning of Section 409A. Notwithstanding the foregoing to the contrary, payments under this Section 7.4 shall be permitted in the event of an unforeseeable emergency (i) with respect to the Grandfathered Accounts, only to the extent reasonably necessary to meet the emergency and (ii) with respect to the 409A Accounts, only if the emergency cannot be relieved through reimbursement from insurance or otherwise, by liquidation of the Participant’s assets, to the extent the liquidation of such assets would not cause severe financial hardship to the Participant or by cessation of deferrals by the Participant in the Plan.

SECTION 8. OWNERSHIP OF SHARES

A Participant shall have no rights as a shareholder of the Company with respect to any Shares represented by the Share Equivalents described hereunder.

SECTION 9. PROHIBITION AGAINST TRANSFER

The right of a Participant to receive payments under the Plan may not be transferred except by will or applicable laws of descent and distribution. A Participant may not assign, sell, pledge, or otherwise transfer amounts to which he/she is entitled hereunder prior to payment thereof to the Participant.

SECTION 10. GENERAL PROVISIONS

10.1 Director’s Rights Unsecured. The Plan is unfunded. The right of any Participant to receive payments of cash under the provisions of the Plan shall be an unsecured claim against the general assets of the Company.

10.2 Administration. Except as otherwise provided in the Plan, the Plan shall be administered by the Board of Directors, which shall have the authority to adopt rules and regulations for carrying out the Plan, and which shall interpret, construe, and implement the

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provisions of the Plan. This Plan is intended to comply with Section 16 of the Securities Exchange Act of 1934, as amended (the “Act”) and the rules promulgated thereunder. Any election by a Participant which would be in violation of the Act or the rules thereunder causing short-swing liability shall be deemed ineffective under the Plan, and such election shall be deemed to be null and void.

10.3 Legal Opinions. The Board of Directors may consult with legal counsel, who may be counsel for the Company or other counsel, with respect to its obligations and duties under the Plan, or with respect to any action, proceeding, or any questions of law, and shall not be liable with respect to any good faith action taken, or omitted, by it pursuant to the advice of such counsel.

10.4 Liability. Any decision made or action taken by the Board of Directors, or any employee of the Company or any of its subsidiaries, arising out of or in connection with the construction, administration, interpretation, or effect of the Plan, shall be absolutely discretionary, and shall be conclusive and binding on all parties. Neither the Board of Directors nor any employee of the Company or any of its subsidiaries shall be liable for any act or action hereunder, whether of omission or commission, by any other member or employee or by any agent to whom duties in connection with the administration of the Plan have been delegated or, except in circumstances involving bad faith, for anything done or omitted to be done.

10.5 Withholding. The Company shall have the right to deduct from all payments hereunder any taxes required by law to be withheld from such payments. The recipients of such payments shall bear all taxes on amounts paid under the Plan to the extent that no taxes are withheld thereon, irrespective of whether withholding is required.

10.6 Legal Holidays. If any day on (or on or before) which action under the Plan must be taken falls on a Saturday, Sunday, or legal holiday, such action may be taken on (or on or before) the next succeeding day that is not a Saturday, Sunday, or legal holiday; provided, however, that this Section 10.6 shall not permit any action that must be taken in one calendar year to be taken in any subsequent calendar year.

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10.7 Severability. In the event any provision of the Plan shall be held or determined to be illegal or invalid for any reason or it is determined that any provision of the Plan would cause any Participant to be in constructive receipt for federal or state income tax purposes of any portion of his or her Accounts, then such provision will be considered null and void and the Plan shall be construed and enforced as if the provision had not been included in the Plan as of the date such provision was determined to be illegal, invalid or to have the potential to cause the Participant to be in constructive receipt of a portion of his or her Accounts.

10.8 Right of the Company to Amend or Modify Participant Elections. Notwithstanding anything in the Plan to the contrary, the Board of Directors reserves the right to amend, modify, cancel or rescind any Participant election or other action taken under the Plan by a Participant with respect to such Participant’s Accounts in the event the Board of Directors determines that such election or other action is or would be prohibited by any applicable law or that such election or other action would cause any Participant to be in constructive receipt for federal or state income tax purposes of any portion of his or her Accounts under any such law.

10.9 Application of Notice 2005-1.

(i) All Participant elections made through December 31, 2006 regarding distribution of the Participant’s 409A Accounts shall be pursuant to Q&A 19(c) of Notice 2005-1, as amended by the preamble to the proposed Treasury Regulations under Section 409A, issued on September 29, 2005.

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

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SECTION 11. AMENDMENT, SUSPENSION, AND TERMINATION

The Board of Directors shall have the right at any time, and for any reason, to amend, suspend, or terminate the Plan, provided, however, that no amendment, suspension, or termination shall reduce the number of Share Equivalents or the cash balance in an Individual Account. The termination of the Plan shall not result in any acceleration of the payment of the balance of any Participant’s 409A Accounts, unless (i) all arrangements sponsored by the Company that would be aggregated with the Plan under Section 409A if the same Participant participated in all such arrangements are terminated, (ii) no payments other than payments that would be payable under the terms of such arrangements if the termination had not occurred are made within 12 months of the termination of such arrangements, (iii) all payments are made within 24 months of the termination of the arrangements and (iv) the Company does not adopt a new arrangement that would be aggregated with the Plan under Section 409A if the same Participant participated in both arrangements, at any time within the five years following the date of Plan termination.

SECTION 12. APPLICABLE LAW

The Plan shall be governed by, and construed in accordance with, the laws of the State of Delaware, except to the extent that such laws are preempted by federal law.

SECTION 13. EFFECTIVE DATE

The effective date of this Plan is May 1, 1997. Nothing herein shall invalidate or adversely affect any previous election, designation, deferral, or accrual in accordance with the terms of the Prior Plan that were in effect prior to the effective date of this Plan.

SECTION 14. CHANGE IN CONTROL

Upon the occurrence of a Change in Control, all Accounts under the Plan that are not fully vested as of the date of such occurrence (and which have not previously been forfeited) will become fully vested. Notwithstanding any prior election by a Participant to the contrary, at any time following a Change in Control a Participant may elect to accelerate any or all payments from

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such Participant’s Grandfathered Accounts due under the Plan to a single sum payment to be made on a date at least twelve (12) months subsequent to such election, provided, however, that such election may be made for an immediate single sum payment, in which six percent (6%) of the amount of the accelerated payment shall be permanently forfeited to the Company. Notwithstanding any prior election by a Participant to the contrary, a Participant’s 409A Accounts shall be paid to such Participant at the time of the Change in Control in a lump sum if such Change of Control transaction is also a “change in control event” for purposes of Section 409A. For purposes of this provision, a Change in Control will be deemed to have occurred if:

(i) any person or persons acting in concert (excluding Company benefit plans) becomes the beneficial owner of securities of the Company having at least 20% of the voting power of the Company’s then outstanding securities (unless the event causing the 20% threshold to be crossed is an acquisition of voting common securities directly from the Company); or

(ii) the consummation of any merger or other business combination of the Company, sale or lease of the Company’s assets or combination of the foregoing transactions (the “Transactions”) other than a Transaction immediately following which the shareholders of the Company who owned shares immediately prior to the Transaction (including any trustee or fiduciary of any Company employee benefit plan) own, by virtue of their prior ownership of the Company’s shares, at least 65% of the voting power, directly or indirectly, of (a) the surviving corporation in any such merger or other business combination; (b) the purchaser or lessee of the Company’s assets; or (c) both the surviving corporation and the purchaser or lessee in the event of any combination of Transactions; or

(iii) within any 24 month period, the persons who were directors immediately before the beginning of such period (the “Incumbent Directors”) shall cease (for any reason other than death) to constitute at least a majority of the Board of Directors or the board of directors of a successor to the Company. For this purpose, any director who was not a director at the beginning of such period shall be deemed to be an Incumbent Director if such director was elected to the Board of Directors by, or on the recommendation of or with the approval of, at least two–thirds of the directors who then qualified as Incumbent Directors (so long as such director was not nominated by a person who has expressed an intent to effect a Change in Control or engage in a proxy or other control contest).

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SECTION 15. 409A

To the extent that any payments or benefits provided hereunder are considered deferred compensation subject to Section 409A, the Company intends for the 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.

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EX-10.2

Exhibit 10.2

WYETH

1994 RESTRICTED STOCK PLAN FOR NON-EMPLOYEE DIRECTORS

(Initially approved by stockholders on April 20, 1994, and including amendments by the Board of Directors through June 22, 2006)

Section 1. Purpose. The purpose of the Restricted Stock Plan for Non-Employee Directors of Wyeth is to attract and retain qualified persons who are not employees or former employees of the Company or any of its subsidiaries or affiliates for service as members of the Board of Directors by granting such Directors shares of the Company’s Common Stock, which are restricted in accordance with the terms and conditions set forth below, and thereby encouraging ownership in the Company by non-employee Directors.

Section 2. Definitions. Whenever used herein, unless the context otherwise indicates, the following terms shall have the respective meaning set forth below:

Act: The Securities Exchange Act of 1934, as amended.

Board Membership: The period of time during which a person serves on the Board of Directors, regardless of whether occurring before or after the Effective Date.

Board of Directors (or Board): The Board of Directors of the Company.

Code: The Internal Revenue Code of 1986, as amended, and any applicable rulings and regulations promulgated thereunder.

Committee: The Compensation and Benefits Committee of the Board of Directors appointed to administer the Plan in accordance with Section 7 hereof.

Common Stock: Common Stock, par value $.33 ¹/3 per share, of the Company.

Company: Wyeth or any successor to it in ownership of substantially all of its assets, whether by merger, consolidation or otherwise.

Director: Any member of the Board of Directors.

Disability: A medically determinable physical or mental impairment which renders a participant substantially unable to function as a Director.

Effective Date: The date specified in Section 10 hereof.

Eligible Director (or Non Employee Director): Any Director who is not an employee or former employee of the Company or any of its subsidiaries or affiliates and who is elected as a Director prior to January 1, 2006.

Notice 2005-1: Notice 2005-1 promulgated by the U.S. Treasury Department and the Internal Revenue Service.

Participant: Each Director to whom Restricted Stock is granted under the Plan.

Plan: The 1994 Restricted Stock Plan for Non-Employee Directors of Wyeth.

Restricted Period: The period of time from the date of grant of the Restricted Stock until the earliest to occur of the events described in Section 4(b) hereof.

Retirement Benefit: A normal benefit payable under the Retirement Plan.

Retirement Plan: The Wyeth Retirement Plan for Outside Directors, as amended.

Restricted Stock: (a) Common Stock granted under the Plan or (b) units that are settled in shares of Common Stock at the rate of one share of Common Stock for each unit granted, and which, in either case, are subject to restrictions in accordance with Section 4 hereof. Restricted Stock that is earned and vested (for purposes of Section 409A of the Code) as of December 31, 2004 shall be separately tracked.

Year of Board Membership: 365 consecutive days of Board Membership.

Section 3. Eligibility and Grants.

(a) Grants. To be eligible to participate in the Plan, a Director must not be an employee or former employee of the Company or any of its subsidiaries or affiliates. Each Eligible Director on the Effective Date of the Plan shall receive a grant of eight hundred (800) shares of Restricted Stock. In addition, each person who becomes an Eligible Director for the first time after the Effective Date of the Plan shall also receive a grant of eight hundred (800) shares of Restricted Stock, effective as of the date of such person’s election as an Eligible Director. Thereafter, each Eligible Director shall be granted eight hundred (800) shares of Restricted Stock for each subsequent Year of Board Membership, up to a maximum of four thousand (4,000) shares of Restricted Stock per Eligible Director. Notwithstanding anything to the contrary contained in this Plan, if a Participant shall terminate service as a Director due to death or Disability prior to having been granted the maximum number of shares of Restricted Stock hereunder and provided the Participant is not then eligible for a Retirement Benefit under the Retirement Plan, then such Participant, or such Participant’s beneficiary or estate, as the case may be, shall be granted additional shares of Restricted Stock which together with the shares previously granted under the Plan will equal such maximum number of shares and all restrictions applicable to such shares shall lapse on the later of the date of such termination of service or six months after the date of grant. If required by the Committee, each grant of Restricted Stock shall be evidenced by a written agreement duly executed by or on behalf of the Company and the Participant.

(b) Number of Shares. The total number of shares of Restricted Stock which may be granted under the Plan shall not exceed 100,000. The shares may be authorized and unissued or issued and reacquired shares, as the Board of Directors from time to time may determine. Shares of Restricted Stock that are forfeited before the restrictions lapse shall be available for subsequent grants of Restricted Stock under the Plan.

(c) Non-Consecutive Terms. An Eligible Director who is elected to non-consecutive terms of Board Membership shall receive additional grants of shares of Restricted Stock at the time of such re-election to the Board and thereafter as provided in Section 3, provided that the amounts so granted, when aggregated with the number of shares of Restricted Stock previously granted to such Director with respect to which the restrictions thereon shall have lapsed, does not exceed four thousand (4,000) shares.

Section 4. Terms and Conditions of Restricted Stock. The restrictions set forth in this section shall apply to each grant of Restricted Stock for the duration of the Restricted Period.

(a) Restrictions. Subject to Section 4(d), a stock certificate representing the number of shares of Restricted Stock granted shall be registered in the Participant’s name but shall be held in custody by the Company for the Participant’s account. The Participant shall have all rights and privileges of a stockholder as to such Restricted Stock, including the rights to vote and to receive dividends, except that, subject to the provisions of Sections 3(a) and 4(b), the following restrictions shall apply: (i) the Participant shall not be entitled to delivery of the certificate until the expiration of the Restricted Period; (ii) none of the shares of Restricted Stock may be sold, transferred, assigned, pledged or otherwise encumbered or disposed of during the Restricted Period; (iii) the Participant shall, if requested by the Company, execute and deliver to the Company, a stock power endorsed in blank. The Participant shall forfeit all shares of Restricted Stock with respect to which such restrictions do not lapse at the end of the Restricted Period. Upon the forfeiture (in whole or in part) of shares of Restricted Stock, such forfeited shares shall become treasury shares of the Company without further action by the Participant. The Participant shall have the same rights and privileges, and be subject to the same restrictions, with respect to any shares received pursuant to Section 6.

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(b) Events. The Restricted Period shall end upon the first to occur of the following events:

(i) Five Years of Service. The Participant completes at least five (5) years of service from the date of the initial grant of Restricted Stock to the Participant under the Plan.

(ii) Disability. The Participant ceases to be a Director by reason of Disability; provided, however, that if the Participant is at such time entitled to a Retirement Benefit, then the Restricted Period shall be deemed not to have lapsed. In such case, all shares of Restricted Stock will be forfeited.

(iii) Death. The Participant ceases to be a Director by reason of death; provided, however, that if the Participant is at such time entitled to a Retirement Benefit, then the Restricted Period shall be deemed not to have lapsed. In such case, all shares of Restricted Stock will be forfeited.

(c) Delivery of Restricted Shares. At the end of the Restricted Period as herein provided, subject to Section 3(a), a stock certificate for the number of shares of Restricted Stock with respect to which the restrictions have lapsed shall be delivered, free of all such restrictions, to the Participant or the Participant’s beneficiary or estate, as the case may be, subject to the withholding requirements of Section 9 hereof. The Company shall not be required to deliver any fractional share of Common Stock but will pay, in lieu thereof, the fair market value (measured as of the date the restrictions lapse) of such fractional share to the Participant or the Participant’s beneficiary or estate, as the case may be.

(d) Deferral Elections. Notwithstanding the foregoing, a Participant may make an irrevocable election to defer the payment of shares of Common Stock which he or she otherwise would have received from the Plan by completing a deferral election form provided by the Company. Any such deferral election shall be subject to the following rules and procedures:

(i) Units. The Restricted Shares which are subject to the deferral election shall be denominated as stock units.

(ii) Restricted Stock Trust. As soon as practicable following the date of grant, the Company shall contribute a number of shares of Common Stock corresponding to the number of units subject to the deferral election to the Restricted Stock Trust, subject to the claims of the Company’s creditors, until delivered to the Participant in accordance with the terms of the Plan and the deferral election. The trustee of the Restricted Stock Trust, and not the Participant, shall be the legal owner of the shares of Common Stock held in the Restricted Stock Trust, including, without limitation, for purposes of voting and dividends.

(iii) Timing of Election. The deferral election with respect to Restricted Stock that is earned and vested (for purposes of Section 409A of the Code) after December 31, 2004 shall be made during the thirty-day period immediately following the date on which the individual first becomes an Eligible Director. The deferral election shall apply to all Restricted Stock granted under the Plan to such Eligible Director. All deferral elections shall be made on the form provided by the Committee for purposes of such election. A deferral election shall be irrevocable as of the last day of the election period specified in this Section 4(d)(iii).

(iv) Payment Options. A Participant’s deferral election shall provide that payment of the shares of Common Stock for which the Participant may become eligible under the Plan shall be deferred until the first business day of the month following the month in which the Participant’s Board Membership ends. The deferral election shall further provide that payment of the shares of Common Stock shall be in one of the following payment forms:

(A) single lump sum; or

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(B) two to ten substantially equal annual installments, with the first such installment commencing on the first business day of the month following the month in which the Participant’s Board Membership ends and with each subsequent installment delivered on the first business day of the month following the anniversary of such cessation of Board Membership; provided, however, that, in the event a Participant’s Board Membership ends due to his or her death prior to delivery of all of the shares of Common Stock subject to prior awards under the Plan for which the Restricted Period has lapsed, such remaining shares shall be delivered to the Participant’s beneficiary (or if no beneficiary has been designated, the Participant’s estate) on the first business day of the month following his or her date of death.

If a Participant does not specify the payment form in his deferral election, the shares of Common Stock shall be delivered in a lump sum on the first business day of the month following his or her retirement from the Board.

(v) Transition.

(A) A Participant shall be permitted to make on or after January 1, 2006 and prior to December 31, 2006, a deferral election in accordance with Q&A 19(c) of Notice 2005-1, as amended by the Preamble to the proposed Treasury Regulations under Section 409A of the Code, issued on September 29, 2005 for Restricted Stock to be awarded to him or her under the Plan on or after December 31, 2006. During calendar year 2005, a Participant shall be permitted to make a deferral election in accordance with Q&A 19(c) of Notice 2005-1 with respect to Restricted Stock awarded to him or her in 2005. Except as to the timing requirements of Section 4(d)(iii), each such election pursuant to this Section 4(d)(v)(A) shall comply with the terms of this Section 4(d).

(B) To the extent that any Participant receives in 2005 a distribution of all, or any portion of, any Restricted Stock that is not earned and vested as of December 31, 2004 and that is subject to a prior deferral election, such distribution shall be deemed a termination of such Participant’s participation in the Plan with respect to all or such portion of such Restricted Stock, in accordance with Q&A 20(a) of Notice 2005-1.

Section 5. Regulatory Compliance and Listing. The issuance or delivery of any shares of Restricted Stock may be postponed by the Company for such period as may be required to comply with any applicable requirements under the federal securities laws, any applicable listing requirements of any national securities exchange or any requirements under any other law or regulation applicable to the issuance or delivery of such shares and the Company shall not be obligated to issue or deliver any such shares if the issuance or delivery thereof shall constitute a violation of any provision of any law or any regulation of any governmental authority or any national securities exchange. In addition, the Board or the Committee shall have the unilateral right to amend or modify (a) the Plan, (b) any Participant elections under the Plan and (c) the time and manner of any payments, in each case, without the consent of any Participant, to the extent that the Board or the Committee deems such action to be necessary or advisable to avoid the imposition on any Participant of any adverse or unintended tax consequences under Section 409A (“Section 409A Compliance”). Any determinations made by the Board or the Committee under this Section 5 shall be final, conclusive and binding on all persons.

Section 6. Adjustments. In the event of a recapitalization, stock split, stock dividend, combination or exchange of shares, merger, consolidation, rights offering, separation, reorganization or liquidation, or any other change in the corporate structure or shares of the Company, the Committee may make such equitable adjustments, to prevent dilution or enlargement of rights, as it may deem appropriate in the number and class of shares authorized to be granted hereunder.

Section 7. Administration. The Plan shall be administered by the Compensation and Benefits Committee, consisting of three or more Directors each of whom shall be a “disinterested Director” within the meaning of Rule 16b-3 under the Act. All determinations of the Committee shall be conclusive. The Committee may obtain such advice or assistance as it deems appropriate from persons not serving on the Committee.

4

Section 8. Termination or Amendment. The Board may at any time terminate the Plan and may from time to time alter or amend the Plan or any part thereof (including any amendment deemed necessary to ensure that the Company may comply with any regulatory requirement referred to in Section 5), provided, however, that, unless otherwise required by law, the rights of a Participant with respect to shares of Restricted Stock granted prior to such termination, alteration or amendment may not be impaired without the consent of such Participant and, provided further, without the approval of the Company’s stockholders, no alteration or amendment may be made which would (a) increase the aggregate number of shares of Restricted Stock that may be granted under the Plan (except by operation of Section 6), or (b) change the category of Directors eligible to receive shares of Restricted Stock under the Plan. Solely with respect to stock units that are not earned and vested (for purposes of Section 409A of the Code) as of December 31, 2004 and that are subject to a prior deferral election, the termination of the Plan shall not result in any accelerated conversion of such stock units, or payment of the converted Restricted Stock, unless (i) all arrangements sponsored by the Company that would be aggregated with the Plan under Section 409A of the Code if the same Participant participated in all such arrangements are terminated, (ii) no payments other than payments that would be delivered under the terms of such arrangements if the termination had not occurred are made within 12 months of the termination of such arrangements, (iii) all payments under the Plan are made within 24 months of the termination of the arrangements and (iv) the Company does not adopt a new arrangement that would be aggregated with the Plan under Section 409A of the Code if the same Participant participated in both arrangements, at any time within the five years following the date of Plan termination. Notwithstanding the foregoing, the Plan shall not be amended more than once every six months, other than to comport with changes in the Internal Revenue Code, the Employee Retirement Income Security Act or the rules thereunder. The Company intends that the Plan and the grants of Restricted Stock hereunder shall comply with the conditions of Rule 16b-3 of the Act and qualify for the exemption from Section 16(b) of the Act as a “formula plan”. Should any provisions hereof not be necessary in order to comply with the requirements of such Rule or should any additional provisions be necessary in order to so comply, the Board of Directors may amend the Plan accordingly, without the necessity of obtaining the approval of the Company’s stockholders.

Section 9. Miscellaneous.

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

(b) Withholding and Responsibility For Taxes. The Company shall satisfy any tax withholding obligation required by law by reducing the number of shares of Common Stock otherwise deliverable to the Participant or the Restricted Stock Trust, as the case may be. To the extent no taxes are required to be withheld on the delivery of the shares of Common Stock to the Participant or the Restricted Stock Trust, the Participant shall be responsible for the payment of all applicable taxes.

(c) Governing Law. This Plan shall be governed by the law of the State of Delaware and in accordance with such federal laws as may be applicable.

(d) Construction. Wherever any words are used herein in the masculine gender they shall be construed as though they were also used in the feminine gender in all cases where they would so apply, and wherever any words are used herein in the singular form they shall be construed as though they were also used in the plural form in all cases where they would so apply.

Section 10. Effective Date. 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 20, 1994. The Plan shall become effective upon the affirmative vote of the holders of a majority of the shares of Common Stock present, or represented, and entitled to vote at the meeting.

Section 11. Change in Control. Upon the occurrence of a Change in Control, Restricted Stock that was previously granted under the Plan (which has not previously been forfeited) will become vested, and the

5

Restricted Period with respect to such Restricted Stock will be deemed to have ended. A Change in Control will be deemed to have occurred if the criteria set forth in the following paragraph (a), (b) or (c) are satisfied.

(a) any person or persons acting in concert (excluding Company benefit plans) becomes the beneficial owner of securities of the Company having at least 20% of the voting power of the Company’s then outstanding securities (unless the event causing the 20% threshold to be crossed is an acquisition of voting common securities directly from the Company); or

(b) the consummation of any merger or other business combination of the Company, sale or lease of the Company’s assets or combination of the foregoing transactions (the “Transactions”) other than a Transaction immediately following which the shareholders of the Company who owned shares immediately prior to the Transaction (including any trustee or fiduciary of any Company employee benefit plan) own, by virtue of their prior ownership of the Company’s shares, at least 65% of the voting power, directly or indirectly, of (a) the surviving corporation in any such merger or other business combination; (b) the purchaser or lessee of the Company’s assets; or (c) both the surviving corporation and the purchaser or lessee in the event of any combination of Transactions; or

(c) within any 24 month period, the persons who were directors immediately before the beginning of such period (the “Incumbent Directors”) shall cease (for any reason other than death) to constitute at least a majority of the Board or the board of directors of a successor to the Company. For this purpose, any director who was not a director at the beginning of such period shall be deemed to be an Incumbent Director if such director was elected to the Board by, or on the recommendation of or with the approval of, at least two-thirds of the directors who then qualified as Incumbent Directors (so long as such director was not nominated by a person who has expressed an intent to effect a Change in Control or engage in a proxy or other control contest).

Section 12. Section 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.

6

EX-10.3

Exhibit 10.3

Amendments

To

Wyeth 2005 Stock Incentive Plan

Effective as of June 22, 2006, the Wyeth 2005 Stock Incentive Plan was amended as follows:

(a) The section entitled “Amendment and Discontinuance” in the Wyeth 2005 Stock Incentive Plan was amended (i) by deleting all sentences following the first sentence in Section 9 thereof and (ii) adding the following provision:

“No amendments, revision or discontinuance of the Plan shall, without the consent of a Participant, in any manner adversely affect his or her rights under any Awards theretofore granted under the Plan. Notwithstanding any provision in the Plan to the contrary, the Committee shall have the right to unilaterally amend, revise or discontinue the Plan, and any provision of the Plan and the Committee shall have the right to unilaterally amend, revise or discontinue any Option Agreement or award agreement, any provision of an Option Agreement or award agreement and any Participant elections under an Option Agreement or award agreement, in each case, without the consent of any Participant, where such amendment, revision or discontinuance is necessary or desirable to comply with applicable law or to ensure that, with respect to any Option, Restricted Stock award, or the cash or shares of common stock into which they are converted, the Participant is not subject to adverse or unintended tax consequences under Section 409A of the Code; provided, however, that, with respect to any Option, nothing in the Plan shall require any amendment or revision to the definition of Change in Control. The discontinuance of the Plan shall not result in the acceleration of issuance of shares of Wyeth common stock, to the extent that such shares constitute a deferral of compensation for purposes of Section 409A of the Code, unless (i) all arrangements sponsored by the Company that would be aggregated with the Plan under Section 409A if the same Participant participated in all such arrangements are terminated, (ii) no payments, other than payments that would be payable under the terms of such arrangements if the termination had not occurred, are made within 12 months of the termination of such arrangements, (iii) all payments are made within 24 months of the termination of the arrangements and (iv) the Company does not adopt a new arrangement that would be aggregated with the Plan under Section 409A if the same Participant participated in both arrangements, at any time within the five years following the date of Plan termination. All determinations and actions made by the Board of Directors or the Committee pursuant to this Section shall be final, conclusive and binding on all persons.”;

and

(b) By adding the following as Section 13:

“Section 409A. To the extent that any payments or benefits provided hereunder are considered deferred compensation subject to Section 409A, the Company intends for the 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.”

EX-10.4

Exhibit 10.4

Amendments

To

Wyeth 2002 Stock Incentive Plan

Wyeth 1993 Stock Incentive Plan

Effective as of June 22, 2006, the Wyeth 2002 Stock Incentive Plan and the Wyeth 1993 Stock Incentive Plan were amended as follows:

(a) The section entitled “Amendment and Discontinuance” in the Wyeth 2002 Stock Incentive Plan and the Wyeth 1993 Stock Incentive Plan were amended by adding the following provision:

“No amendments, revision or discontinuance of the Plan shall, without the consent of a Participant, in any manner adversely affect his or her rights under any Awards theretofore granted under the Plan. Notwithstanding any provision in the Plan to the contrary, the Committee shall have the right to unilaterally amend, revise or discontinue the Plan, and any provision of the Plan and the Committee shall have the right to unilaterally amend, revise or discontinue any Option Agreement or award agreement, any provision of an Option Agreement or award agreement and any Participant elections under an Option Agreement or award agreement, in each case, without the consent of any Participant, where such amendment, revision or discontinuance is necessary or desirable to comply with applicable law or to ensure that, with respect to any Option, Restricted Stock award, Stock Appreciation Right or the cash or shares of common stock into which they are converted, the Participant is not subject to adverse or unintended tax consequences under Section 409A of the Code; provided, however, that, with respect to any Option or Stock Appreciation Right, nothing in the Plan shall require any amendment or revision to the definition of Change in Control. The discontinuance of the Plan shall not result in the acceleration of issuance of shares of Wyeth common stock, to the extent that such shares constitute a deferral of compensation for purposes of Section 409A of the Code, unless (i) all arrangements sponsored by the Company that would be aggregated with the Plan under Section 409A if the same Participant participated in all such arrangements are terminated, (ii) no payments, other than payments that would be payable under the terms of such arrangements if the termination had not occurred, are made within 12 months of the termination of such arrangements, (iii) all payments are made within 24 months of the termination of the arrangements and (iv) the Company does not adopt a new arrangement that would be aggregated with the Plan under Section 409A if the same Participant participated in both arrangements, at any time within the five years following the date of Plan termination. All determinations and actions made by the Board of Directors or the Committee pursuant to this Section shall be final, conclusive and binding on all persons.”;

and

(b) By adding the following as Section 14:

“Section 409A. To the extent that any payments or benefits provided hereunder are considered deferred compensation subject to Section 409A, the Company intends for the 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.”

EX-10.5

Exhibit 10.5

Amendments

To

Wyeth 1999 Stock Incentive Plan

Wyeth 1996 Stock Incentive Plan

Effective as of June 22, 2006, the Wyeth 1999 Stock Incentive Plan and the Wyeth 1996 Stock Incentive Plan were amended as follows:

(a) The section entitled “Amendment and Discontinuance” in the Wyeth 1999 Stock Incentive Plan and the Wyeth 1996 Stock Incentive Plan were amended by adding the following provision:

“No amendments, revision or discontinuance of the Plan shall, without the consent of a Participant, in any manner adversely affect his or her rights under any Awards theretofore granted under the Plan. Notwithstanding any provision in the Plan to the contrary, the Committee shall have the right to unilaterally amend, revise or discontinue the Plan, and any provision of the Plan and the Committee shall have the right to unilaterally amend, revise or discontinue any Option Agreement or award agreement, any provision of an Option Agreement or award agreement and any Participant elections under an Option Agreement or award agreement, in each case, without the consent of any Participant, where such amendment, revision or discontinuance is necessary or desirable to comply with applicable law or to ensure that, with respect to any Option, Restricted Stock award, Stock Appreciation Right or the cash or shares of common stock into which they are converted, the Participant is not subject to adverse or unintended tax consequences under Section 409A of the Code; provided, however, that, with respect to any Option or Stock Appreciation Right, nothing in the Plan shall require any amendment or revision to the definition of Change in Control. The discontinuance of the Plan shall not result in the acceleration of issuance of shares of Wyeth common stock, to the extent that such shares constitute a deferral of compensation for purposes of Section 409A of the Code, unless (i) all arrangements sponsored by the Company that would be aggregated with the Plan under Section 409A if the same Participant participated in all such arrangements are terminated, (ii) no payments, other than payments that would be payable under the terms of such arrangements if the termination had not occurred, are made within 12 months of the termination of such arrangements, (iii) all payments are made within 24 months of the termination of the arrangements and (iv) the Company does not adopt a new arrangement that would be aggregated with the Plan under Section 409A if the same Participant participated in both arrangements, at any time within the five years following the date of Plan termination. All determinations and actions made by the Board of Directors or the Committee pursuant to this Section shall be final, conclusive and binding on all persons.”;

and

(b) By adding the following as Section 14:

“Section 409A. To the extent that any payments or benefits provided hereunder are considered deferred compensation subject to Section 409A, the Company intends for the 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.”

Effective as of January 1, 2005, the Wyeth 1999 Stock Incentive Plan and the Wyeth 1996 Stock Incentive Plan were amended by adding the following as Section 6A(f) of such plans:

“Notwithstanding anything in the Plan to the contrary or any Option Agreement to the contrary, effective as of January 1, 2005, no optionee shall be permitted to elect to defer delivery of the proceeds of exercise of an unexercised Option or the corresponding Stock Appreciation Right.”

EX-10.6

Exhibit 10.6

SECOND AMENDMENT TO CREDIT AGREEMENT

SECOND AMENDMENT TO CREDIT AGREEMENT (this “Second Amendment”), dated as of July 19, 2006, among WYETH, a Delaware corporation (the “Company”), various lenders from time to time party to the Credit Agreement referred to below (the “Lenders”), and JPMORGAN CHASE BANK, N.A. (f/k/a JPMORGAN CHASE BANK), as Administrative Agent (in such capacity, the “Administrative Agent”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement referred to below.

W I T N E S S E T H :

WHEREAS, the Company, the Lenders, J.P. Morgan Securities Inc. and Citigroup Global Markets Inc., as Co-Lead Arrangers and Joint Book Managers, Citibank North America, Inc., as Syndication Agent, The Bank of Nova Scotia, Commerzbank AG, New York and Grand Cayman Branches, and UBS AG, Cayman Islands Branch, as Co-Documentation Agents, and the Administrative Agent are parties to a Credit Agreement, dated as of February 11, 2004 (as amended, modified and/or supplemented to, but not including, the date hereof, the “Credit Agreement”); and

WHEREAS, subject to the terms and conditions of this Second Amendment, the parties hereto wish to amend the Credit Agreement as herein provided;

NOW, THEREFORE, it is agreed:

I. Amendments to Credit Agreement.

1. The definition of “Applicable Margin” appearing in subsection 1.1 of the Credit Agreement is hereby amended by (i) deleting the text “0.100%” appearing in the proviso within such definition and inserting the text “0.050%” in lieu thereof, (ii) deleting the table appearing in said definition and inserting the following table in lieu thereof:

“Rating Period	Eurodollar Rate Margin
Category A Period	0.125	%
Category B Period	0.140	%
Category C Period	0.180	%
Category D Period	0.270	%
Category E Period	0.350	%
Category F Period	0.425	%”

and (iii) adding the following new sentence at the end of said definition:

“It is understood and agreed that the Applicable Margin (as defined in this Agreement prior to the Second Amendment Effective Date) shall apply for periods prior to the Second Amendment Effective Date and the Applicable Margin (as defined in this Agreement on the Second Amendment Effective Date) shall apply for periods on and after the Second Amendment Effective Date.”.

2. Subsection 1.1 of the Credit Agreement is hereby further amended by deleting the definition of “Facility Fee Percentage” appearing in said subsection in its entirety and inserting the following new definitions in appropriate alphabetical order:

“Facility Fee Percentage”: a percentage equal to at any time (i) during a Category A Period, 0.050%, (ii) during a Category B Period, 0.060%, (iii) during a Category C Period, 0.070%, (iv) during a Category D Period, 0.080%, (v) during a Category E Period, 0.100% and (vi) during a Category F Period, 0.125%. It is understood and agreed that the Facility Fee Percentage (as defined in this Agreement prior to the Second Amendment Effective Date) shall apply for periods prior to the Second Amendment Effective Date and the Facility Fee Percentage (as defined in this Agreement on the Second Amendment Effective Date) shall apply for periods on and after the Second Amendment Effective Date.

“Second Amendment Effective Date”: as defined in the Second Amendment to Credit Agreement, dated as of July 19, 2006.

II. Miscellaneous Provisions.

1. In order to induce the Lenders to enter into this Second Amendment, the Company hereby represents and warrants that (i) no Default or Event of Default exists as of the Second Amendment Effective Date (as defined below), both before and after giving effect to this Second Amendment and (ii) all of the representations and warranties contained in the Credit Agreement are true and correct in all material respects on the Second Amendment Effective Date, both before and after giving effect to this Second Amendment, with the same effect as though such representations and warranties had been made on and as of the Second Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date).

2. This Second Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement.

3. This Second Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Company and the Administrative Agent.

4. THIS SECOND AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

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5. This Second Amendment shall become effective on the date (the “Second Amendment Effective Date”) when the Company and each of the Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile transmission) the same to White & Case LLP, 1155 Avenue of the Americas, New York, NY 10036 Attention: May Yip (facsimile number 212-354-8113). The Administrative Agent will provide notice of the Second Amendment Effective Date to the Lenders promptly upon the occurrence thereof.

6. From and after the Second Amendment Effective Date, all references in the Credit Agreement shall be deemed to be references to the Credit Agreement as modified hereby.

*            *            *

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IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Amendment as of the date first above written.

WYETH
By:	/s/ Kenneth J. Martin
	Title: Chief Financial Officer and Vice Chairman

JPMORGAN CHASE BANK, N.A.,     Individually and as Administrative Agent
By:	/s/ Thomas T. Hou
	Title: Vice President

CITIBANK NORTH AMERICA, INC.,
Individually and as Syndication Agent
By:	/s/ William E. Clark
	Title: Vice President and Managing Director

THE BANK OF NOVA SCOTIA,
Individually and as Co-Documentation Agent
By:	/s/ Dana Maloney
	Title: Managing Director

COMMERZBANK AG, NEW YORK AND     GRAND CAYMAN BRANCHES,     Individually and as Co-Documentation Agent
By:	/s/ Robert S. Taylor, Jr.
	Title: Senior Vice President

By:	/s/ Barbara Peters
	Title: Assistant Treasurer

UBS AG, CAYMAN ISLANDS BRANCH,     Individually and as Co-Documentation Agent
By:	/s/ Richard L. Tavrow
	Title: Director

By:	/s/ Irja R. Otsa
	Title: Associate Director

ABN AMRO BANK N.V.
By:	/s/ Alex Blodi
	Title: Managing Director
By:	/s/ Nick Zorin
	Title: Associate
SANPAOLO IMI S.P.A.,
By:	/s/ Renato Carducci
	Title: General Manager
By:	/s/ Luca Sacchi
	Title: Vice President

U.S. BANK N.A.,
By:	/s/ Michael P. Dickman
	Title: Vice President

WACHOVIA BANK, N.A.
By:	/s/ Jeanette A. Griffin
	Title: Director

THE NORTHERN TRUST COMPANY
By:	/s/ John Konstantos
	Title: Vice President

BANCA NAZIONALE DEL LAVORO, SpA, NEW YORK BRANCH
By:	/s/ Donna La Spina
	Title: Relationship Manager

By:	/s/ Francesco Di Mario
	Title: Senior Manager

THE BANK OF NEW YORK
By:	/s/ John M. Lokay, Jr.
	Title: Vice President

MELLON BANK, N.A.
By:	/s/ William M. Feathers
	Title: Vice President

BANCO POPULAR DE PUERTO RICO, NEW YORK BRANCH
By:	/s/ Hector J. Gonzalez
	Title: Vice President

EX-10.7

Exhibit 10.7

FIRST AMENDMENT TO CREDIT AGREEMENT

FIRST AMENDMENT TO CREDIT AGREEMENT (this “First Amendment”), dated as of July 19, 2006, among WYETH, a Delaware corporation (the “Company”), various lenders from time to time party to the Credit Agreement referred to below (the “Lenders”), and JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement referred to below.

W I T N E S S E T H :

WHEREAS, the Company, the Lenders, J.P. Morgan Securities Inc. and Citigroup Global Markets Inc., as Co-Lead Arrangers and Joint Bookrunners, Citicorp USA Inc., as Syndication Agent, Commerzbank AG, New York and Grand Cayman Branches, UBS Loan Finance LLC and The Bank of Nova Scotia, as Co-Documentation Agents, and the Administrative Agent are parties to a Credit Agreement, dated as of August 3, 2005 (as amended, modified and/or supplemented to, but not including, the date hereof, the “Credit Agreement”); and

WHEREAS, subject to the terms and conditions of this First Amendment, the parties hereto wish to amend the Credit Agreement as herein provided;

NOW, THEREFORE, it is agreed:

I. Amendments to Credit Agreement.

1. The definition of “Applicable Margin” appearing in subsection 1.1 of the Credit Agreement is hereby amended by (i) deleting the text “0.100%” appearing in the proviso within such definition and inserting the text “0.050%” in lieu thereof, (ii) deleting the table appearing in said definition and inserting the following table in lieu thereof:

“Rating Period	Eurodollar Rate Margin
Category A Period	0.125	%
Category B Period	0.140	%
Category C Period	0.180	%
Category D Period	0.270	%
Category E Period	0.350	%
Category F Period	0.425	%”

and (iii) adding the following new sentence at the end of said definition:

“It is understood and agreed that the Applicable Margin (as defined in this Agreement prior to the First Amendment Effective Date) shall apply for periods prior to the First Amendment Effective Date and the Applicable Margin (as defined in this Agreement on the First Amendment Effective Date) shall apply for periods on and after the First Amendment Effective Date.”.

2. Subsection 1.1 of the Credit Agreement is hereby further amended by deleting the definition of “Facility Fee Percentage” appearing in said subsection in its entirety and inserting the following new definitions in appropriate alphabetical order:

“Facility Fee Percentage”: a percentage equal to at any time (i) during a Category A Period, 0.050%, (ii) during a Category B Period, 0.060%, (iii) during a Category C Period, 0.070%, (iv) during a Category D Period, 0.080%, (v) during a Category E Period, 0.100% and (vi) during a Category F Period, 0.125%. It is understood and agreed that the Facility Fee Percentage (as defined in this Agreement prior to the First Amendment Effective Date) shall apply for periods prior to the First Amendment Effective Date and the Facility Fee Percentage (as defined in this Agreement on the First Amendment Effective Date) shall apply for periods on and after the First Amendment Effective Date.

“First Amendment Effective Date”: as defined in the First Amendment to Credit Agreement, dated as of July 19, 2006.

II. Miscellaneous Provisions.

1. In order to induce the Lenders to enter into this First Amendment, the Company hereby represents and warrants that (i) no Default or Event of Default exists as of the First Amendment Effective Date (as defined below), both before and after giving effect to this First Amendment and (ii) all of the representations and warranties contained in the Credit Agreement are true and correct in all material respects on the First Amendment Effective Date, both before and after giving effect to this First Amendment, with the same effect as though such representations and warranties had been made on and as of the First Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date).

2. This First Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement.

3. This First Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Company and the Administrative Agent.

4. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

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5. This First Amendment shall become effective on the date (the “First Amendment Effective Date”) when the Company and each of the Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile transmission) the same to White & Case LLP, 1155 Avenue of the Americas, New York, NY 10036 Attention: May Yip (facsimile number 212-354-8113). The Administrative Agent will provide notice of the First Amendment Effective Date to the Lenders promptly upon the occurrence thereof.

6. From and after the First Amendment Effective Date, all references in the Credit Agreement shall be deemed to be references to the Credit Agreement as modified hereby.

*        *        *

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IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Amendment as of the date first above written.

WYETH
By:	/s/ Kenneth J. Martin
	Title:	Chief Financial Officer and Vice Chairman
JPMORGAN CHASE BANK, N.A., Individually and as Administrative Agent
By:	/s/ Thomas T. Hou
	Title:	Vice President
CITICORP USA, INC., Individually and as Syndication Agent
By:	/s/ William E. Clark
	Title:	Vice President and Managing Director
THE BANK OF NOVA SCOTIA, Individually and as Co-Documentation Agent
By:	/s/ Dana Maloney
	Title:	Managing Director
COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, Individually and as Co-Documentation Agent
By:	/s/ Robert S. Taylor, Jr.
	Title:	Senior Vice President
By:	/s/ Barbara Peters
	Title:	Assistant Treasurer

UBS LOAN FINANCE LLC, Individually and as Co-Documentation Agent
By:	/s/ Richard L. Tavrow
	Title:	Director, Banking Products Services, U.S.
By:	/s/ Irja R. Otsa
	Title:	Associate Director Banking Products Services, U.S.
BANK OF AMERICA, N.A.,
By:	/s/ Zubin R. Shroff
	Title:	Vice President
BARCLAYS BANK PLC,
By:	/s/ Nicholas Bell
	Title:	Director
WILLIAM STREET COMMITMENT CORPORATION,
By:	/s/ Mark Walton
	Title:	Assistant Vice President
MORGAN STANLEY BANK,
By:	/s/ Daniel Twenge
	Title:	Authorized Signatory
BANCA NAZIONALE DEL LAVORO, S.P.A.,
By:	/s/ Donna La Spina
	Title:	Relationship Manager
By:	/s/ Francesco Di Mario
	Title:	Senior Manager

ABN AMRO BANK N.V.
By:	/s/ Alex Blodi
	Title:	Managing Director
By:	/s/ Nick Zorin
	Title:	Associate
THE BANK OF NEW YORK
By:	/s/ John M. Lokay, Jr.
	Title:	Vice President
SANPAOLO IMI S.P.A.
By:	/s/ Renato Carducci
	Title:	General Manager
By:	/s/ Luca Sacchi
	Title:	Vice President
U.S. BANK N.A.
By:	/s/ Michael P. Dickman
	Title:	Vice President
WACHOVIA BANK, N.A.
By:	/s/ Jeanette A. Griffin
	Title:	Director
THE NORTHERN TRUST COMPANY
By:	/s/ John Konstantos
	Title:	Vice President
BANCO POPULAR DE PUERTO RICO, NEW YORK BRANCH
By:	/s/ Hector J. Gonzalez
	Title:	Vice President

EX-10.8

Exhibit 10.8

SEVERANCE AGREEMENT

This Severance Agreement (this “Agreement”) is made as of                     , by and between WYETH, a Delaware corporation (the “Company”), and [                ] (“Executive”).

RECITALS

WHEREAS the Board of Directors of the Company (the “Board”) has approved a severance agreement to provide Executive with certain benefits upon the termination of his employment; and

WHEREAS the Company and Executive entered into a certain Severance Agreement dated as of the date set forth therein (the “Current Agreement”); and

WHEREAS, the Current Agreement, by its terms, will, absent a Change in Control, expire on December 31, 2008 by virtue of a notice given by the Company that it does not wish to extend the Current Agreement beyond December 31, 2008; and

WHEREAS, the Current Agreement shall continue to be in full force and effect and govern the rights and obligations of the parties with respect to any Change in Control that occurs prior to January 1, 2009 in accordance with its terms (including any rights which extend beyond December 31, 2008 on account of a Change in Control occurring on or prior thereto as provided in the Current Agreement) and until such time, none of the provisions of this Agreement shall operate to supersede the Current Agreement; and

WHEREAS, this Agreement shall be effective to govern the rights and obligations of the parties with respect to any Change in Control that occurs on or after January 1, 2009;

NOW THEREFORE, the parties hereto agree as follows:

1. TERM OF AGREEMENT. This Agreement shall commence on the date hereof and shall continue in effect through December 31, 2011; provided, however, the terms and provisions of the Current Agreement shall govern the rights and obligations of the parties with respect to any Change in Control that occurs prior to January 1, 2009 (except to the extent that pursuant to the terms of the Current Agreement it continues in effect beyond December 31, 2008) and until such time none of the terms of this Agreement shall operate to supersede the Current Agreement; provided, further, that, the term of this Agreement shall automatically be extended for one additional year beyond 2011 and successive one year periods thereafter, unless, not later than September 30, 2008 (for the additional year ending on December 31, 2012) or September 30 of each year thereafter (for each subsequent extension), the Company shall have given notice that it does not wish to extend this Agreement for an additional year, in which event this Agreement shall continue to be effective until the end of its then remaining term; provided, further, that, notwithstanding any such notice by the Company not to extend, if a Change in Control shall have occurred after December 31, 2008 during the term of this Agreement, this Agreement shall continue in effect for a period of thirty-six (36) months beyond such Change in

Control. Notwithstanding the foregoing, this Agreement shall terminate if Executive ceases to be an employee of the Company and its subsidiaries for any reason prior to a Change in Control which, for these purposes, shall include cessation of such employment as a result of the sale or other disposition of the division, subsidiary or other business unit by which Executive is employed.

2. CHANGE IN CONTROL. No benefits shall be payable hereunder unless there shall have been a Change in Control of the Company, as set forth below. For purposes of this Agreement, a Change in Control shall be deemed to have occurred if:

(A) any person or persons acting in concert (excluding Company benefit plans) becomes the beneficial owner of securities of the Company having at least 20% of the voting power of the Company’s then outstanding securities (unless the event causing the 20% threshold to be crossed is an acquisition of voting common securities directly from the Company); or

(B) the consummation of any merger or other business combination of the Company, sale or lease of the Company’s assets or combination of the foregoing transactions (the “Transactions”) other than a Transaction immediately following which the shareholders of the Company who owned shares immediately prior to the Transaction (including any trustee or fiduciary of any Company employee benefit plan) own, by virtue of their prior ownership of the Company’s shares, at least 65% of the voting power, directly or indirectly, of (a) the surviving corporation in any such merger or other business combination; (b) the purchaser or lessee of the Company’s assets; or (c) both the surviving corporation and the purchaser or lessee in the event of any combination of Transactions; or

(C) within any 24 month period, the persons who were directors immediately before the beginning of such period (the “Incumbent Directors”) shall cease (for any reason other than death) to constitute at least a majority of the Board or the board of directors of a successor to the Company. For this purpose, any director who was not a director at the beginning of such period shall be deemed to be an Incumbent Director if such director was elected to the Board by, or on the recommendation of or with the approval of, at least two-thirds (2/3) of the directors who then qualified as Incumbent Directors (so long as such director was not nominated by a person who has expressed an intent to effect a Change in Control or engage in a proxy or other control contest).

3. TERMINATION FOLLOWING CHANGE IN CONTROL. If any of the events described in Section 2 hereof constituting a Change in Control shall have occurred, Executive shall be entitled to the benefits provided in Section 4(iv) hereof upon the subsequent termination of Executive’s employment with the Company and its subsidiaries during the term of this Agreement unless such termination is (A) a result of Executive’s death or Retirement (except as provided in Section 3(i) below), (B) by Executive without Good Reason, or (C) by the Company or any of its subsidiaries for Disability or for Cause; provided, however, that Executive shall be entitled to the compensation provided for in Section 4(iv) hereof payable only upon the occurrence of the Change in Control (as if his termination had occurred after such Change in

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Control) if, after an agreement has been signed which, if consummated, would result in a Change in Control, (x) Executive is terminated without Cause by the Company or any of its subsidiaries prior to the Change in Control, and (y) such termination was at the instigation or request of the party to the agreement seeking to cause the Change in Control or is otherwise in connection with the anticipated Change in Control.

(i) DISABILITY; RETIREMENT. For purposes of this Agreement, “Disability” shall mean permanent and total disability as such term is defined under Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), without regard to whether Executive is subject to the Code. Any question as to the existence of Executive’s Disability upon which Executive and the Company cannot agree shall be determined by a qualified independent physician selected by Executive (or, if Executive is unable to make such selection, such selection shall be made by any adult member of Executive’s immediate family or Executive’s legal representative), and approved by the Company, said approval not to be unreasonably withheld. The determination of such physician made in writing to the Company and to Executive shall be final and conclusive for all purposes of this Agreement. For purposes of this Agreement, “Retirement” shall mean Executive’s voluntary termination of employment with the Company under any of the Company’s retirement plans that occurs prior to delivery of a Notice of Termination pursuant to Section 3(iv) below; provided, however, that notwithstanding the foregoing, no Retirement that occurs after any other termination of employment shall adversely affect, interfere with or otherwise impair in any way Executive’s right to receive the payments and benefits to which he is entitled on account of a termination without Cause or with Good Reason. Accordingly, and for the avoidance of doubt, if Executive provides a Notice of Termination for Good Reason, and otherwise satisfies the conditions for Good Reason pursuant to this Agreement, and also Retires, such Retirement shall not adversely affect, interfere with or otherwise impair in any way his right to receive payments and benefits hereunder. Conversely, if Executive terminates his employment on account of Retirement and at such time is not (x) terminating his employment for Good Reason pursuant to this Agreement or (y) being terminated by the Company without Cause pursuant to this Agreement, he shall not be entitled to the payments and benefits provided in this Agreement.

(ii) CAUSE. For purposes of this Agreement, “Cause” shall mean (A) the conviction of, or plea of guilty or nolo contendere to, a felony or (B) the willful engaging by an Executive in gross misconduct which is materially and demonstrably injurious to the Company. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the Incumbent Directors of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to Executive and an opportunity for Executive, together with Executive’s counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, Executive was guilty of conduct set forth above in this Section 3(ii) and specifying the particulars thereof in detail.

(iii) GOOD REASON. Executive shall be entitled to terminate employment with Good Reason. For the purpose of this Agreement, “Good Reason” shall mean the occurrence, without Executive’s express written consent, of any of the following circumstances unless, in the case of Sections 3(iii) (A), (D), (E), or (F), such circumstances are fully corrected

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prior to the date specified as the Date of Termination (as defined in Section 3(v)) in the Notice of Termination (as defined in Section 3(iv)) given in respect thereof:

(A) the assignment to Executive of any duties inconsistent with Executive’s status as an executive of the Company or its subsidiaries, Executive’s removal from his or her position (as it existed immediately prior to the Change in Control), or a substantial diminution in the nature or status of Executive’s responsibilities from those in effect immediately prior to the Change in Control; provided, however, that solely with respect to the events or circumstances provided in this Section 3(iii)(A), Executive must provide the Notice of Termination not later than 180 days following the date he or she had actual knowledge of the event constituting Good Reason;

(B) a reduction by the Company or any of its subsidiaries in Executive’s annual base salary as in effect on the date hereof or as the same may be increased from time to time;

(C) the relocation of Executive’s place of business to a location that increases Executive’s commute by more than thirty-five (35) miles compared to Executive’s commute as in effect immediately prior to the Change in Control;

(D) the failure by the Company to pay to Executive any portion of any installment of deferred compensation under any deferred compensation program of the Company in which Executive participated within seven (7) days of the date such compensation is due;

(E) the failure by the Company or any of its subsidiaries to continue in effect any incentive compensation plan including without limitation any cash or equity-based compensation plan or program, in which Executive participated prior to the Change in Control, unless an equitable alternative compensation arrangement (embodied in an ongoing substitute or alternative plan) has been provided for Executive, or the failure by the Company or any of its subsidiaries to continue Executive’s participation in any such incentive plan on a basis, both in terms of the amount of benefits provided as a percentage of Executive’s base salary and the level of Executive’s participation relative to other participants (as a comparison of the potential percentage of base salary relative to the percentage of base salary for other executives at the same or similar levels), that is no less than the opportunity to earn a percentage of Executive’s base salary as existed at any time during the three (3) years prior to the Change in Control;

(F) except as required by law, the failure by the Company or any of its subsidiaries to continue to provide Executive with benefits, in the aggregate, at least as favorable (excluding changes to such benefits that occur in the ordinary course are of general application, and that increase co-payments, deductibles or premiums, which must be paid by Executive) as those enjoyed by Executive under the employee benefit and welfare plans of the Company and its subsidiaries, including, without limitation, the pension, life insurance, medical, dental, health and accident, retiree medical, disability, deferred compensation and savings plans, in which Executive was participating at the

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time of the Change in Control, or the failure by the Company or any of its subsidiaries to provide Executive with the number of paid vacation days to which Executive was entitled at the time of the Change in Control;

(G) the failure of the Company to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement, as contemplated in Section 6 hereof; or

(H) any purported termination of Executive’s employment by the Company or its subsidiaries which is not effected pursuant to a Notice of Termination satisfying the requirements of Section 3(iv) below (and, if applicable, the requirements of Section 3(ii) above); for purposes of this Agreement, no such purported termination shall be effective.

Subject to Section 3(iii)(A), Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstances constituting Good Reason hereunder. For purposes of valuing the amount of benefits provided under any equity-based compensation plan or program, policy, or arrangement under Section 3(iii)(E) above, the Black-Scholes value on the date of grant of any such equity-based award shall be utilized; provided, however, that the Black-Scholes value of any grant on a per option share basis shall be equal to the per option share value of a grant, if any, made on the same date as such grant and reported in the Company’s proxy statement filed prior to a Change in Control and all determinations of the Black-Scholes value of other grants shall be made by a nationally recognized compensation consulting firm chosen by the Company using the methodology and assumptions consistent with those used for purposes of the Company’s latest proxy statement filed prior to the Change in Control (or to the extent applicable, as reported in the proxy statement, if any, of the company that effected the Change in Control).

(iv) NOTICE OF TERMINATION. Any purported termination of Executive’s employment by the Company and its subsidiaries or by Executive shall be communicated by written Notice of Termination to the other party hereto in accordance with Section 7 hereof. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail (other than with respect to a Good Reason termination pursuant to Section 3(iii)(H)) the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated.

(v) DATE OF TERMINATION. “Date of Termination” shall mean (A) if Executive’s employment is terminated for Disability, thirty (30) days after Notice of Termination is given (provided that Executive shall not have returned to the full-time performance of Executive’s duties during such thirty (30) day period), and (B) if Executive’s employment is terminated pursuant to Section 3(ii) or (iii) above or for any reason (other than Disability), the date specified in the Notice of Termination (which, in the case of a termination pursuant to Section 3(ii) above shall not be less than thirty (30) days, and in the case of a termination pursuant to Section 3(iii) above shall not be less than thirty (30) nor more than sixty (60) days, respectively, from the date such Notice of Termination is given); provided, that, if within thirty (30) days after any Notice of Termination is given the party receiving such Notice of

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Termination notifies the other party that a dispute exists concerning the grounds for termination, the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award or by a final judgment, order or decree of a court of competent jurisdiction (which is not appealable or the time for appeal therefrom having expired and no appeal having been perfected); provided, further, that the Date of Termination shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company and its subsidiaries will continue to pay Executive’s full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salary and bonus) and continue Executive as a participant in all incentive compensation, benefit and insurance plans in which Executive was participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this Section 3(v). Amounts paid under this Section 3(v) are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement. In the event that the Company is terminating Executive the Company may, if it so chooses, pay Executive the base salary which he would have received in lieu of waiting for the expiration of any notice period otherwise required hereby and bar Executive from any of the Company’s premises, offices or properties, subject to any rights set forth herein for Executive to contest such termination.

4. COMPENSATION UPON TERMINATION OR DURING DISABILITY. Following a Change in Control of the Company, as defined by Section 2, upon termination of Executive’s employment or during a period of Disability, which, in either event, occurs during the term of this Agreement, Executive shall be entitled to the following benefits:

(i) During any period that Executive fails to perform Executive’s full-time duties with the Company and its subsidiaries as a result of the Disability, Executive shall continue to receive an amount equal to Executive’s base salary at the rate in effect at the commencement of any such period, and Bonus, through the Date of Termination for Disability. Thereafter, Executive’s benefits shall be determined in accordance with the employee benefit programs of the Company and its subsidiaries then in effect.

(ii) If Executive’s employment shall be terminated by the Company or any of its subsidiaries for Cause or by Executive without Good Reason (excluding death, Disability or Retirement) the Company (or one of its subsidiaries, if applicable) shall pay through the Date of Termination Executive’s full base salary at the rate in effect at the time Notice of Termination is given and shall pay any amounts otherwise payable to Executive on or immediately prior to the Date of Termination pursuant to any other compensation plans, programs or employment agreements then in effect, and the Company shall have no further obligations to Executive under this Agreement.

(iii) If Executive’s employment shall be terminated by reason of Executive’s death or Retirement, Executive’s benefits shall be determined in accordance with the retirement and other benefit programs of the Company and its subsidiaries then in effect, except as otherwise provided in Section 3(i).

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(iv) If Executive’s employment by the Company and its subsidiaries shall be terminated (other than for death or Disability) by (a) the Company and its subsidiaries other than for Cause or (b) Executive with Good Reason, then Executive shall be entitled to the benefits provided below:

(A) The Company (or one of its subsidiaries, if applicable) shall pay Executive’s full base salary, at the rate in effect at the time of the Change in Control and increased to reflect any subsequent increases in such base salary (the “Base Salary”), and a pro-rated Bonus calculated through the Date of Termination, no later than the thirtieth day following the Date of Termination, plus all other amounts to which Executive is entitled under any compensation plan of the Company applicable to Executive, at the time such payments are due. For purposes of this Agreement, the “Bonus” shall mean the highest three (3) years average annual cash bonus paid (or awarded, if different) in respect of each of the five (5) prior bonus years (exclusive of any special or prorated bonuses). If Executive has less than three (3) years of bonus history, Bonus shall mean the average annual bonus of the actual years; provided, however, that if Executive has not had an opportunity to earn or be awarded one (1) full year’s bonus as of his Date of Termination, “Bonus” shall mean 100% of Base Salary.

(B) The Company shall pay Executive, on the thirtieth day following the Date of Termination, as severance pay to Executive a severance payment equal to three (3) times the sum of (i) Executive’s Base Salary, and (ii) Bonus.

(C) The Company shall also pay to Executive, no less frequently than monthly, all legal fees and expenses reasonably incurred by Executive in connection with this Agreement (including all such fees and expenses, if any, incurred in contesting or disputing the nature of any such termination for purposes of this Agreement or in seeking to obtain or enforce any right or benefit provided by this Agreement); provided, however, that if a determination is made by the arbitrator selected under Section 11 hereof that Executive acted in a frivolous manner in contesting or disputing such termination or seeking to obtain or enforce such right or benefit, the Company shall not be liable to pay such legal fees or expenses otherwise provided for thereunder and the Company shall be entitled to recover from Executive any such amounts so paid (either directly or by setoff against any amounts then owed Executive by the Company).

(D)(i) Upon the date of Termination, Executive (or Executive’s spouse or applicable beneficiary in the event of Executive’s death) will be eligible to receive a benefit, when such benefits otherwise become payable, from the Company’s general funds to be calculated using the benefit calculation provisions of the WYETH Retirement Plan—U.S. (the “DB Plan”) and, to the extent Executive participates therein, the WYETH Supplemental Executive Retirement Plan (the “SERP”) and the WYETH Executive Retirement Plan (the “ERP”) as if the provisions thereunder contained the assumptions set forth herein, and offset by any benefits actually payable under the DB Plan, the SERP, and the ERP not taking into account the assumptions set forth herein. Any elections made under the DB Plan, the SERP and the ERP for purposes of determining the form of payment will also apply for purposes of this benefit. The assumptions to be used in

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calculating Executive’s benefit are: (x) Executive has continued in the employ of the Company for an additional three (3) years (the “Severance Period”) after the Date of Termination, and (y) Executive has earned annually from the Date of Termination to the date of Executive’s assumed continued employment pursuant to clause (x) above the same compensation Executive earned in the twelve (12) months preceding the Date of Termination or in the twelve (12) months preceding the Change in Control, if greater. In addition, if as of the Date of Termination the combination of Executive’s age and years of service equals or exceeds sixty (60) years (determined after giving effect to the provisions in Section 4(iv)(D)(ii) below) any pension payable to Executive at age fifty-five (55) shall not be reduced because it is payable prior to age sixty-five (65) or sixty (60), as the case may be.

(ii) The length of the Severance Period will be added to Executive’s actual age for determining whether or when Executive has attained or will attain the required combination of sixty (60) years of age and years of service for the purposes of Executive’s eligibility to commence receiving payments of benefits pursuant to Section 4(iv)(D)(i) above and Section 4(iv)(E) below.

(E) Executive shall become eligible for all benefits, in addition to those described in Section 4(iv)(D) above, made available immediately prior to the Date of Termination (or, if greater, immediately prior to the date of the Change in Control) to retirees of the Corporation, including, without limitation, retiree medical coverage and life insurance benefits, if at the time of termination Executive is (x) age fifty (50) or older (without regard to Section 4(iv)(D)(ii) above) or (y) has a combination of age and years of service that equal or exceed sixty (60) years (determined after giving effect to the provisions of Section 4(iv)(D)(ii) above), as if Executive had at the Date of Termination satisfied the service and age conditions for coverage under the applicable provisions of the Company’s employee benefit plans. If the Company is unable to provide Executive coverage under such plans, it shall provide Executive with separate comparable coverage, but in no event less than the retiree coverage in place immediately prior to the Change in Control; provided, however, that the retiree medical coverage provided by the Company shall be secondary to any other medical coverage Executive may then have.

(F) From the Date of Termination, until the earlier of (i) the last day of the Severance Period or (ii) the date upon which Executive becomes eligible to participate in plans of another employer (such period, the “Benefit Continuation Period”), the Company will continue Executive’s participation and coverage in all the Company’s life, medical, dental plans and other welfare benefit plans (but excluding the Company’s disability plans) (“Insurance Benefits”), and, in lieu of providing any continuing perquisites or fringe benefits, the Company shall on the thirtieth day following the Date of Termination make a one-time lump sum cash payment for transition benefits of $20,000 for each year of the Severance Period; provided, however, that if his continued participation is not possible under the general terms and provisions of the Company plans or programs providing the Insurance Benefits, the Company shall arrange to provide him with substantially similar benefits; provided, further, that if any other Company plan, arrangement or agreement provides for continuation of Insurance Benefits then Executive

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shall receive such coverage under such other plan, arrangement or agreement, and if the period of such coverage is shorter than the Benefit Continuation Period, then Executive shall receive pursuant to this Section, such coverage for the remainder of the Benefit Continuation Period.

(G) Upon the Date of Termination, to the extent that, under the terms of any plan, any Company “restricted” stock awards or options shall terminate or be forfeited upon or following Executive’s termination of employment without, in the case of options, the opportunity to exercise after Notice of Termination and to sell the underlying shares immediately after exercise without legal impediment, then Executive (or any permitted transferee) shall receive, within ten (10) days after the forfeiture or termination of such award or option, an amount in respect of such terminated or forfeited stock awards or options, equal to the sum of (i) the Cashout Value (as defined below) of all the shares covered by the restricted stock awards so forfeited (with units converted to shares based on the target awards), and (ii) the excess of (a) the Cashout Value of all the shares subject to options which were so forfeited over (b) the aggregate exercise price of the shares subject to such forfeited options. For purposes of this Section 4(iv)(G), the “Cashout Value” of a share shall mean the average of the closing prices paid for the Company’s common stock (or any other securities to which the restricted shares or options relate) on any national exchange on which such shares are traded on the trading day on Executive’s Date of Termination (or, if no such shares are traded such day, the most recent date preceding Executive’s termination of employment on which such shares were traded). At all times that there are options outstanding, the Company shall keep in place an effective registration statement (on form S-8 or otherwise) and shall take any other further action necessary to permit the sale, without restriction, by Executive (or any permitted transferee) of shares received upon the exercise of options.

(H) The Company shall also provide to Executive outplacement services or executive recruiting services provided by a professional outplacement provider or executive recruiter at a cost to the Company of not more than 10% of Executive’s base salary (not to exceed $25,000).

5. EXCISE TAXES.

(i)(A) In the event that any payment or benefit received or to be received by Executive pursuant to the terms of this Agreement (the “Contract Payments”) or in connection with Executive’s termination of employment or contingent upon a Change in Control of the Company pursuant to any plan or arrangement or other agreement with the Company (or any affiliate) (“Other Payments” and, together with the Contract Payments, the “Payments”) would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Code, as determined as provided below, the Company shall pay to Executive, at the time specified in Section 5(ii) below, an additional amount (the “Gross-Up Payment”) such that the net amount retained by Executive, after deduction of all amounts required to be paid upon the payment provided for by this Section 5(i), and any interest, penalties or additions to tax payable by Executive with respect thereto, shall be equal to the total present value of the Excise Taxes imposed upon the Payments;

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provided, however, that if Executive’s Payment is, when calculated on a net-after-tax basis, less than 110% of the amount of the Payment which could be paid to Executive under Section 280G of the Code without causing the imposition of the Excise Tax, then the Payment shall be limited to the largest amount payable (as described above) without resulting in the imposition of any Excise Tax (such amount, the “Capped Amount”).

(B) For purposes of determining the Capped Amount, whether any of the Payments will be subject to the Excise Tax and the amounts of such Excise Tax, (1) the total amount of the Payments shall be treated as “parachute payments” within the meaning of Section 280G(b)(2) of the Code, and all “excess parachute payments” within the meaning of Section 280G(b)(1) of the Code shall be treated as subject to the Excise Tax, except to the extent that, in the opinion of independent tax counsel selected by the Company’s independent auditors and reasonably acceptable to Executive (“Tax Counsel”), a Payment (in whole or in part) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code, or such “excess parachute payments” (in whole or in part) are not subject to the Excise Tax, (2) the amount of the Payments that shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Payments or (B) the amount of “excess parachute payments” within the meaning of Section 280G(b)(1) of the Code (after applying clause (1) hereof), and (3) the value of any noncash benefits or any deferred payment or benefit shall be determined by Tax Counsel in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, Executive shall be deemed to pay federal income tax at the highest marginal rates of federal income taxation applicable to individuals in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest effective rates of taxation applicable to individuals as are in effect in the state and locality of Executive’s residence in the calendar year in which the Gross-Up Payment is to be made, net of the maximum reduction in federal income taxes that can be obtained from deduction of such state and local taxes, taking into account any limitations applicable to individuals subject to federal income tax at the highest marginal rates.

(C) If the Tax Counsel determines that any Excise Tax is payable by Executive and that the criteria for reducing the Payment to the Capped Amount (as described in Section 5(i)(A) above) is met, then the Company shall reduce the Payment by the amount which, based on the Tax Counsel’s determination and calculations, would provide Executive with the Capped Amount, and pay to Executive such reduced Payment. If the Tax Counsel determines that an Excise Tax is payable, without reduction pursuant to Section 5(i)(A), above, the Company shall pay the required Gross-Up Payment to, or for the benefit of, Executive within five business days after receipt of such determination and calculations. If the Tax Counsel determines that no Excise Tax is payable by Executive, it shall, at the same time as it makes such determination, furnish Executive with an opinion that he has substantial authority not to report any Excise Tax on his/her federal, state, local income or other tax return. Any determination by the Tax Counsel as to the amount of the Gross-Up Payment shall be binding upon the Company and Executive absent a contrary determination by the Internal Revenue Services or a court of competent jurisdiction; provided, however, that no such determination shall eliminate or reduce the Company’s obligation to provide any Gross-Up Payment that shall be due as a result of such contrary determination.

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(ii) The Gross-Up Payments provided for in Section 5(i) hereof shall be made upon the earlier of (i) the payment to Executive of any Contract Payment or Other Payment or (ii) the imposition upon Executive or payment by Executive of any Excise Tax.

(iii) Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which Executive gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall:

1) give the Company any information reasonably requested by the Company relating to such claim;

2) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company and reasonably satisfactory to Executive;

3) cooperate with the Company in good faith in order to effectively contest such claim; and

4) permit the Company to participate in any proceedings relating to such claim;

provided, however, that the Company shall bear and pay directly all costs and expenses (including, but not limited to, additional interest and penalties and related legal, consulting or other similar fees) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or other tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses.

(iv) The Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute

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such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs Executive to pay such claim and sue for a refund, the Company shall advance the amount of such payment to Executive on an interest-free basis, and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or other tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and provided, further, that if Executive is required to extend the statute of limitations to enable the Company to contest such claim, Executive may limit this extension solely to such contested amount. The Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. In addition, no position may be taken nor any final resolution be agreed to by the Company without Executive’s consent if such position or resolution could reasonably be expected to adversely affect Executive (including any other tax position of Executive unrelated to the matters covered hereby).

(v) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Company or the Tax Counsel hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies and Executive thereafter is required to pay to the Internal Revenue Service an additional amount in respect of any Excise Tax, the Company or the Tax Counsel shall determine the amount of the Underpayment that has occurred and any such Underpayment shall promptly be paid by the Company to or for the benefit of Executive.

(vi) If, after the receipt by Executive of the Gross-Up Payment or an amount advanced by the Company in connection with the contest of an Excise Tax claim, Executive becomes entitled to receive any refund with respect to such claim, Executive shall promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Executive of an amount advanced by the Company in connection with an Excise Tax claim, a determination is made that Executive shall not be entitled to any refund with respect to such claim and the Company does not notify Executive in writing of its intent to contest the denial of such refund prior to the expiration of thirty (30) days after such determination, such advance shall be forgiven and shall not be required to be repaid.

6. SUCCESSORS; BINDING AGREEMENT.

(i) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company is required to perform it. Failure of the Company to obtain such assumption and agreement prior to the

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effectiveness of any such succession shall be a breach of this Agreement and shall entitle Executive to compensation from the Company in the same amount and on the same terms as Executive would be entitled hereunder if Executive had terminated Executive’s employment with Good Reason following a Change in Control, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

(ii) This Agreement shall inure to the benefit of and be enforceable by Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If Executive should die while any amount would still be payable to Executive hereunder if Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to Executive’s devisee, legatee or other designee or, if there is no such designee, to Executive’s estate.

7. NOTICE. For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid (or its international equivalent), addressed to Five Giralda Farms, Madison, New Jersey 07940 with respect to the Company and on the signature page with respect to Executive, provided that all notices to the Company shall be directed to the attention of the Senior Vice President-General Counsel of the Company, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.

8. MISCELLANEOUS. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Executive and such officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any conditions or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. The validity, interpretation, construction and performance of this Agreement shall be governed by the internal laws of the State of New York, without regard to its conflict of law provisions. All references to sections of the Code shall be deemed also to refer to any successor provisions to such sections. Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state, local or other applicable law. The obligations of the Company under Sections 4 and 5 shall survive the expiration of the term of this Agreement.

9. VALIDITY. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

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10. COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

11. ARBITRATION; INDEMNIFICATION.

(i) Other than as provided under Section 13(ii) below, any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in accordance with the rules of the American Arbitration Association then in effect applicable to disputes involving an employee and employer. Judgment may be entered on the arbitrator’s award in any court having jurisdiction; provided, however, that Executive shall be entitled to seek specific performance of Executive’s right to be paid until the Date of Termination during the pendency of any dispute or controversy arising under or in connection with this Agreement. In the determination of the arbitrator’s award, the process shall follow the rules for “baseball arbitration”, as follows: each party to the dispute or controversy shall submit to the arbitrator and exchange with each other, within the time agreed by the parties or prescribed by the arbitrator, written proposals, with each such party’s last, best offer for the amount of money damages they would offer or demand, respectively, in settlement of all issues subject to the dispute or controversy. In rendering the award, the arbitrator shall be limited to selecting only one of the two proposals submitted by the parties, and the parties to such dispute or controversy shall be required to accept the determination of the arbitrator, without rights to appeal such determination. In selecting the arbitrator, each of the Company and Executive would select one person to serve as an arbitrator, who would have to be accepted by the other party (such acceptance not to be unreasonably withheld). Once the two arbitrators had been selected, they would select a third arbitrator, who would have no affiliation to either of them or either party. And such third arbitrator shall be the arbitrator who determines the claim presented for arbitration.

(ii) Following any termination of employment of Executive (other than a termination by the Company for Cause), the Company shall indemnify and hold harmless Executive to the fullest extent permitted under the Company’s by-laws (as in effect prior to the Change in Control) and applicable law for any claims, costs and expenses arising out of or in connection with Executive’s employment with the Company (without regard to when such claim is asserted or issue is raised, so long as it relates to conduct or events that occurred while Executive was employed with the Company) and shall maintain directors’ and officers’ liability insurance coverage for the benefit of Executive which provides him with coverage, if any, no less favorable than that in effect prior to the Change in Control.

12. NONDISCLOSURE OF CONFIDENTIAL INFORMATION. At no time (whether during the term of this Agreement or at any time thereafter), shall Executive, without the prior written consent of the Company, use, divulge, disclose or make accessible to any other person, firm, partnership, corporation or other entity any Confidential Information pertaining to the business of the Company or any of its affiliates, except (i) while employed by the Company, in the business of and for the benefit of the Company, or (ii) when required to do so by a court of competent jurisdiction, by any governmental agency having supervisory authority over the business of the Company, or by any administrative body or legislative body (including a

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committee thereof) with jurisdiction to order Executive to divulge, disclose or make accessible such information. For purposes of this Section 12, “Confidential Information” shall mean any trade secret or other non-public information concerning the financial data, strategic business plans, product development (or other proprietary product data), customer lists, marketing plans and other non-public, proprietary and Confidential Information of the Company or its affiliates, that, in any case, is not otherwise available to the public (other than by Executive’s breach of the terms hereof) or known to persons in the industry generally.

13. NON-SOLICITATION OF EMPLOYEES; NON-SOLICITATION OF LONG-TERM CONTRACTORS. (i) During the term of Executive’s employment and during the two-year period immediately following the date of any termination of Executive’s employment with the Company, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever, directly or indirectly (other than in the ordinary course of Executive’s employment with the Company on the Company’s behalf):

(A) solicit or encourage any employee of the Company to leave the employment of the Company; or

(B) solicit or encourage to cease to work with the Company any long-term contractor that Executive knows, or reasonably should have known, is then under exclusive contract with the Company.

(ii) Notwithstanding clause (i) above, if at any time a court holds that the restrictions stated in such clause (i) are unreasonable or otherwise unenforceable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographic area determined to be reasonable under such circumstances by such court will be substituted for the stated period, scope or area. Because Executive’s services are unique and because Executive has had access to Confidential Information, the parties hereto agree that money damages will be an inadequate remedy for any breach of this Agreement. In the event of a breach or threatened breach of this Agreement, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor, stop making any additional payments hereunder to Executive and apply to any court of competent jurisdiction for specific performance and/or injunctive relief in order to enforce, or prevent any violations of, the provisions hereof (without the posting of a bond or other security).

14. ENTIRE AGREEMENT. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement. This Agreement constitutes the entire understanding between the parties with respect to Executive’s severance pay in the event of a termination of Executive’s employment with the Company that occurs on or after a Change in Control occurring after December 31, 2008 and preliminary agreements, written or oral, concerning said severance pay (except as otherwise provided in Section 1 hereof with respect to the Current Agreement); provided, however, that any payments or benefits provided in respect of severance, or indemnification for loss of employment, pursuant to any severance, employment or similar agreement between the Company or any of its subsidiaries and Executive, or as required

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by applicable law outside the United States, shall reduce any payments or benefits provided pursuant to this Agreement, except that the payments or benefits provided pursuant to this Agreement shall not be reduced below zero. Notwithstanding any provision of this Agreement: (i) Executive shall not be required to mitigate the amount of any payment provided by this Agreement by seeking other employment or otherwise, nor (except as provided for in Section 4(iv) (E) and (F) above) shall the amount of any payment or benefit provided by this Agreement be reduced by any compensation earned by Executive as the result of employment by another employer or by retirement benefits received after the Date of Termination or otherwise, and (ii) except as otherwise provided in this Agreement, the obligations of the Company to make payments to Executive and to make the arrangements, provided for herein are absolute and unconditional and may not be reduced by any circumstances, including without limitation any set-off, counterclaim, recoupment, defense or other right which the Company may have against Executive or any third party at any time.

15. FURTHER ACTION. The Company shall take any further action necessary or desirable to implement the provisions of this Agreement or perform its obligations hereunder (including, without limitation, amending the SERP, the ERP, any stock option or stock bonus plan, or any other applicable plan, program or arrangement or obtaining any necessary consents or approvals in connection therewith).

16. SECTION 409A. In the event that it is reasonably determined by the Company that, as a result of Section 409A (“Section 409A”) of the Code (and any related regulations or other pronouncements thereunder), any of the payments or provision of benefits that Executive is entitled to under the terms of this Agreement or any nonqualified deferred compensation plan (as defined under Section 409A) may not be made at the time contemplated by the terms hereof or thereof, as the case may be, without causing Executive to be subject to income tax under Section 409A, the Company will make such payment or provision of benefits on the first day that would not result in Executive incurring any tax liability under Section 409A. Thus to the extent that at the time of Executive’s termination of employment, any amounts payable hereunder could not be paid until six (6) months after termination, such payments or provision of benefits will be paid (with interest at the applicable federal rate) for instruments of less than one (1) year on the first date that such payments or provision of benefits will be permitted. In addition, other provisions of this Agreement or any other plan notwithstanding, the Company shall have no right to accelerate any such payment or provision of benefits or to make any such payment or provision of benefits as the result of an event if such payment or provision of benefits would, as a result, be subject to the tax imposed by Section 409A; provided, however, that if any payments or provision of benefits that the Company would otherwise be required to provide under this Agreement or any Company plan cannot be provided in the manner contemplated herein or under the applicable plan without subjecting Executive to income tax under Section 409A, the Company shall use its reasonable efforts, in good faith, to provide such intended payments or provision of benefits to Executive in an alternative manner that conveys an equivalent economic benefit to Executive (without materially increasing the aggregate cost to the Company) but in no event shall any payment or benefit be delayed longer than twelve (12) months on account of the provisions of this Section 16.

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WYETH
By:
Name:	René R. Lewin
Title:	Senior Vice President, Human Resources
By:
	Executive
Date:
Home Address:

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EX-10.9

Exhibit 10.9

SEVERANCE AGREEMENT

This Severance Agreement (this “Agreement”) is made as of                     , by and between WYETH, a Delaware corporation (the “Company”), and [                ] (“Executive”).

RECITALS

WHEREAS the Board of Directors of the Company (the “Board”) has approved a severance agreement to provide Executive with certain benefits upon the termination of his employment; and

WHEREAS the Company and Executive entered into a certain Severance Agreement dated as of the date set forth therein (the “Current Agreement”); and

WHEREAS, the Current Agreement, by its terms, will, absent a Change in Control, expire on December 31, 2008 by virtue of a notice given by the Company that it does not wish to extend the Current Agreement beyond December 31, 2008; and

WHEREAS, the Current Agreement shall continue to be in full force and effect and govern the rights and obligations of the parties with respect to any Change in Control that occurs prior to January 1, 2009 in accordance with its terms (including any rights which extend beyond December 31, 2008 on account of a Change in Control occurring on or prior thereto as provided in the Current Agreement) and until such time, none of the provisions of this Agreement shall operate to supersede the Current Agreement; and

WHEREAS, this Agreement shall be effective to govern the rights and obligations of the parties with respect to any Change in Control that occurs on or after January 1, 2009;

NOW THEREFORE, the parties hereto agree as follows:

1. TERM OF AGREEMENT. This Agreement shall commence on the date hereof and shall continue in effect through December 31, 2011; provided, however, the terms and provisions of the Current Agreement shall govern the rights and obligations of the parties with respect to any Change in Control that occurs prior to January 1, 2009 (except to the extent that pursuant to the terms of the Current Agreement it continues in effect beyond December 31, 2008) and until such time none of the terms of this Agreement shall operate to supersede the Current Agreement; provided, further, that, the term of this Agreement shall automatically be extended for one additional year beyond 2011 and successive one year periods thereafter, unless, not later than September 30, 2008 (for the additional year ending on December 31, 2012) or September 30 of each year thereafter (for each subsequent extension), the Company shall have given notice that it does not wish to extend this Agreement for an additional year, in which event this Agreement shall continue to be effective until the end of its then remaining term; provided, further, that, notwithstanding any such notice by the Company not to extend, if a Change in Control shall have occurred after December 31, 2008 during the term of this Agreement, this Agreement shall continue in effect for a period of thirty-six (36) months beyond such Change in

Control. Notwithstanding the foregoing, this Agreement shall terminate if Executive ceases to be an employee of the Company and its subsidiaries for any reason prior to a Change in Control which, for these purposes, shall include cessation of such employment as a result of the sale or other disposition of the division, subsidiary or other business unit by which Executive is employed.

2. CHANGE IN CONTROL. No benefits shall be payable hereunder unless there shall have been a Change in Control of the Company, as set forth below. For purposes of this Agreement, a Change in Control shall be deemed to have occurred if:

(A) any person or persons acting in concert (excluding Company benefit plans) becomes the beneficial owner of securities of the Company having at least 20% of the voting power of the Company’s then outstanding securities (unless the event causing the 20% threshold to be crossed is an acquisition of voting common securities directly from the Company); or

(B) the consummation of any merger or other business combination of the Company, sale or lease of the Company’s assets or combination of the foregoing transactions (the “Transactions”) other than a Transaction immediately following which the shareholders of the Company who owned shares immediately prior to the Transaction (including any trustee or fiduciary of any Company employee benefit plan) own, by virtue of their prior ownership of the Company’s shares, at least 65% of the voting power, directly or indirectly, of (a) the surviving corporation in any such merger or other business combination; (b) the purchaser or lessee of the Company’s assets; or (c) both the surviving corporation and the purchaser or lessee in the event of any combination of Transactions; or

(C) within any 24 month period, the persons who were directors immediately before the beginning of such period (the “Incumbent Directors”) shall cease (for any reason other than death) to constitute at least a majority of the Board or the board of directors of a successor to the Company. For this purpose, any director who was not a director at the beginning of such period shall be deemed to be an Incumbent Director if such director was elected to the Board by, or on the recommendation of or with the approval of, at least two-thirds (2/3) of the directors who then qualified as Incumbent Directors (so long as such director was not nominated by a person who has expressed an intent to effect a Change in Control or engage in a proxy or other control contest).

3. TERMINATION FOLLOWING CHANGE IN CONTROL. If any of the events described in Section 2 hereof constituting a Change in Control shall have occurred, Executive shall be entitled to the benefits provided in Section 4(iv) hereof upon the subsequent termination of Executive’s employment with the Company and its subsidiaries during the term of this Agreement unless such termination is (A) a result of Executive’s death or Retirement (except as provided in Section 3(i) below), (B) by Executive without Good Reason, or (C) by the Company or any of its subsidiaries for Disability or for Cause; provided, however, that Executive shall be entitled to the compensation provided for in Section 4(iv) hereof payable only upon the occurrence of the Change in Control (as if his termination had occurred after such Change in

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Control) if, after an agreement has been signed which, if consummated, would result in a Change in Control, (x) Executive is terminated without Cause by the Company or any of its subsidiaries prior to the Change in Control, and (y) such termination was at the instigation or request of the party to the agreement seeking to cause the Change in Control or is otherwise in connection with the anticipated Change in Control.

(i) DISABILITY; RETIREMENT. For purposes of this Agreement, “Disability” shall mean permanent and total disability as such term is defined under Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), without regard to whether Executive is subject to the Code. Any question as to the existence of Executive’s Disability upon which Executive and the Company cannot agree shall be determined by a qualified independent physician selected by Executive (or, if Executive is unable to make such selection, such selection shall be made by any adult member of Executive’s immediate family or Executive’s legal representative), and approved by the Company, said approval not to be unreasonably withheld. The determination of such physician made in writing to the Company and to Executive shall be final and conclusive for all purposes of this Agreement. For purposes of this Agreement, “Retirement” shall mean Executive’s voluntary termination of employment with the Company under any of the Company’s retirement plans that occurs prior to delivery of a Notice of Termination pursuant to Section 3(iv) below; provided, however, that notwithstanding the foregoing, no Retirement that occurs after any other termination of employment shall adversely affect, interfere with or otherwise impair in any way Executive’s right to receive the payments and benefits to which he is entitled on account of a termination without Cause or with Good Reason. Accordingly, and for the avoidance of doubt, if Executive provides a Notice of Termination for Good Reason, and otherwise satisfies the conditions for Good Reason pursuant to this Agreement, and also Retires, such Retirement shall not adversely affect, interfere with or otherwise impair in any way his right to receive payments and benefits hereunder. Conversely, if Executive terminates his employment on account of Retirement and at such time is not (x) terminating his employment for Good Reason pursuant to this Agreement or (y) being terminated by the Company without Cause pursuant to this Agreement, he shall not be entitled to the payments and benefits provided in this Agreement.

(ii) CAUSE. For purposes of this Agreement, “Cause” shall mean (A) the conviction of, or plea of guilty or nolo contendere to, a felony or (B) the willful engaging by an Executive in gross misconduct which is materially and demonstrably injurious to the Company.

(iii) GOOD REASON. Executive shall be entitled to terminate employment with Good Reason. For the purpose of this Agreement, “Good Reason” shall mean the occurrence, without Executive’s express written consent, of any of the following circumstances unless, in the case of Sections 3(iii) (A), (D), (E), or (F), such circumstances are fully corrected prior to the date specified as the Date of Termination (as defined in Section 3(v)) in the Notice of Termination (as defined in Section 3(iv)) given in respect thereof:

(A) the assignment to Executive of any duties inconsistent with Executive’s status as an executive of the Company or its subsidiaries, Executive’s removal from his or her position (as it existed immediately prior to the Change in Control), or a substantial diminution in the nature or status of Executive’s responsibilities from those in effect

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immediately prior to the Change in Control; provided, however, that solely with respect to the events or circumstances provided in this Section 3(iii)(A), Executive must provide the Notice of Termination not later than 180 days following the date he or she had actual knowledge of the event constituting Good Reason;

(B) a reduction by the Company or any of its subsidiaries in Executive’s annual base salary as in effect on the date hereof or as the same may be increased from time to time;

(C) the relocation of Executive’s place of business to a location that increases Executive’s commute by more than thirty-five (35) miles compared to Executive’s commute as in effect immediately prior to the Change in Control;

(D) the failure by the Company to pay to Executive any portion of any installment of deferred compensation under any deferred compensation program of the Company in which Executive participated within seven (7) days of the date such compensation is due;

(E) the failure by the Company or any of its subsidiaries to continue in effect any incentive compensation plan including without limitation any cash or equity-based compensation plan or program, in which Executive participated prior to the Change in Control, unless an equitable alternative compensation arrangement (embodied in an ongoing substitute or alternative plan) has been provided for Executive, or the failure by the Company or any of its subsidiaries to continue Executive’s participation in any such incentive plan on a basis, both in terms of the amount of benefits provided as a percentage of Executive’s base salary and the level of Executive’s participation relative to other participants (as a comparison of the potential percentage of base salary relative to the percentage of base salary for other executives at the same or similar levels), that is no less than the opportunity to earn a percentage of Executive’s base salary as existed at any time during the three (3) years prior to the Change in Control;

(F) except as required by law, the failure by the Company or any of its subsidiaries to continue to provide Executive with benefits, in the aggregate, at least as favorable (excluding changes to such benefits that occur in the ordinary course are of general application, and that increase co-payments, deductibles or premiums, which must be paid by Executive) as those enjoyed by Executive under the employee benefit and welfare plans of the Company and its subsidiaries, including, without limitation, the pension, life insurance, medical, dental, health and accident, retiree medical, disability, deferred compensation and savings plans, in which Executive was participating at the time of the Change in Control, or the failure by the Company or any of its subsidiaries to provide Executive with the number of paid vacation days to which Executive was entitled at the time of the Change in Control;

(G) the failure of the Company to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement, as contemplated in Section 6 hereof; or

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(H) any purported termination of Executive’s employment by the Company or its subsidiaries which is not effected pursuant to a Notice of Termination satisfying the requirements of Section 3(iv) below; for purposes of this Agreement, no such purported termination shall be effective.

Subject to Section 3(iii)(A), Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstances constituting Good Reason hereunder. For purposes of valuing the amount of benefits provided under any equity-based compensation plan or program, policy, or arrangement under Section 3(iii)(E) above, the Black-Scholes value on the date of grant of any such equity-based award shall be utilized; provided, however, that the Black-Scholes value of any grant on a per option share basis shall be equal to the per option share value of a grant, if any, made on the same date as such grant and reported in the Company’s proxy statement filed prior to a Change in Control and all determinations of the Black-Scholes value of other grants shall be made by a nationally recognized compensation consulting firm chosen by the Company using the methodology and assumptions consistent with those used for purposes of the Company’s latest proxy statement filed prior to the Change in Control (or to the extent applicable, as reported in the proxy statement, if any, of the company that effected the Change in Control).

(iv) NOTICE OF TERMINATION. Any purported termination of Executive’s employment by the Company and its subsidiaries or by Executive shall be communicated by written Notice of Termination to the other party hereto in accordance with Section 7 hereof. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail (other than with respect to a Good Reason termination pursuant to Section 3(iii)(H)) the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated.

(v) DATE OF TERMINATION. “Date of Termination” shall mean (A) if Executive’s employment is terminated for Disability, thirty (30) days after Notice of Termination is given (provided that Executive shall not have returned to the full-time performance of Executive’s duties during such thirty (30) day period), and (B) if Executive’s employment is terminated pursuant to Section 3(ii) or (iii) above or for any reason (other than Disability), the date specified in the Notice of Termination (which, in the case of a termination pursuant to Section 3(ii) above shall not be less than thirty (30) days, and in the case of a termination pursuant to Section 3(iii) above shall not be less than thirty (30) nor more than sixty (60) days, respectively, from the date such Notice of Termination is given); provided, that, if within thirty (30) days after any Notice of Termination is given the party receiving such Notice of Termination notifies the other party that a dispute exists concerning the grounds for termination, the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award or by a final judgment, order or decree of a court of competent jurisdiction (which is not appealable or the time for appeal therefrom having expired and no appeal having been perfected); provided, further, that the Date of Termination shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with

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reasonable diligence. Notwithstanding the pendency of any such dispute, the Company and its subsidiaries will continue to pay Executive’s full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salary and bonus) and continue Executive as a participant in all incentive compensation, benefit and insurance plans in which Executive was participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this Section 3(v). Amounts paid under this Section 3(v) are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement. In the event that the Company is terminating Executive the Company may, if it so chooses, pay Executive the base salary which he would have received in lieu of waiting for the expiration of any notice period otherwise required hereby and bar Executive from any of the Company’s premises, offices or properties, subject to any rights set forth herein for Executive to contest such termination.

4. COMPENSATION UPON TERMINATION OR DURING DISABILITY. Following a Change in Control of the Company, as defined by Section 2, upon termination of Executive’s employment or during a period of Disability, which, in either event, occurs during the term of this Agreement, Executive shall be entitled to the following benefits:

(i) During any period that Executive fails to perform Executive’s full-time duties with the Company and its subsidiaries as a result of the Disability, Executive shall continue to receive an amount equal to Executive’s base salary at the rate in effect at the commencement of any such period, and Bonus, through the Date of Termination for Disability. Thereafter, Executive’s benefits shall be determined in accordance with the employee benefit programs of the Company and its subsidiaries then in effect.

(ii) If Executive’s employment shall be terminated by the Company or any of its subsidiaries for Cause or by Executive without Good Reason (excluding death, Disability or Retirement) the Company (or one of its subsidiaries, if applicable) shall pay through the Date of Termination Executive’s full base salary at the rate in effect at the time Notice of Termination is given and shall pay any amounts otherwise payable to Executive on or immediately prior to the Date of Termination pursuant to any other compensation plans, programs or employment agreements then in effect, and the Company shall have no further obligations to Executive under this Agreement.

(iii) If Executive’s employment shall be terminated by reason of Executive’s death or Retirement, Executive’s benefits shall be determined in accordance with the retirement and other benefit programs of the Company and its subsidiaries then in effect, except as otherwise provided in Section 3(i).

(iv) If Executive’s employment by the Company and its subsidiaries shall be terminated (other than for death or Disability) by (a) the Company and its subsidiaries other than for Cause or (b) Executive with Good Reason, then Executive shall be entitled to the benefits provided below:

(A) The Company (or one of its subsidiaries, if applicable) shall pay Executive’s full base salary, at the rate in effect at the time of the Change in Control and

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increased to reflect any subsequent increases in such base salary (the “Base Salary”), and a pro-rated Bonus calculated through the Date of Termination, no later than the thirtieth day following the Date of Termination, plus all other amounts to which Executive is entitled under any compensation plan of the Company applicable to Executive, at the time such payments are due. For purposes of this Agreement, the “Bonus” shall mean the highest three (3) years average annual cash bonus paid (or awarded, if different) in respect of each of the five (5) prior bonus years (exclusive of any special or prorated bonuses). If Executive has less than three (3) years of bonus history, Bonus shall mean the average annual bonus of the actual years; provided, however, that if Executive has not had an opportunity to earn or be awarded one (1) full year’s bonus as of his Date of Termination, “Bonus” shall mean, with respect to the year of his Date of Termination: (x) if Executive’s Bonus was to be computed on a discretionary basis, 80% of Base Salary; or (y) if Executive’s Bonus was to be computed pursuant to the payment grid under the Performance Incentive Award Program (or any successor thereto), the amount Executive would have been paid under such program, assuming Executive had attained the highest performance ranking thereunder.

(B) The Company shall pay Executive, on the thirtieth day following the Date of Termination, as severance pay to Executive a severance payment equal to two (2) times the sum of (i) Executive’s Base Salary, and (ii) Bonus.

(C) The Company shall also pay to Executive, no less frequently than monthly, all legal fees and expenses reasonably incurred by Executive in connection with this Agreement (including all such fees and expenses, if any, incurred in contesting or disputing the nature of any such termination for purposes of this Agreement or in seeking to obtain or enforce any right or benefit provided by this Agreement); provided, however, that if a determination is made by the arbitrator selected under Section 11 hereof that Executive acted in a frivolous manner in contesting or disputing such termination or seeking to obtain or enforce such right or benefit, the Company shall not be liable to pay such legal fees or expenses otherwise provided for thereunder and the Company shall be entitled to recover from Executive any such amounts so paid (either directly or by setoff against any amounts then owed Executive by the Company).

(D)(i) Upon the date of Termination, Executive (or Executive’s spouse or applicable beneficiary in the event of Executive’s death) will be eligible to receive a benefit, when such benefits otherwise become payable, from the Company’s general funds to be calculated using the benefit calculation provisions of the WYETH Retirement Plan—U.S. (the “DB Plan”) and, to the extent Executive participates therein, the WYETH Supplemental Executive Retirement Plan (the “SERP”) and the WYETH Executive Retirement Plan (the “ERP”) as if the provisions thereunder contained the assumptions set forth herein, and offset by any benefits actually payable under the DB Plan, the SERP, and the ERP not taking into account the assumptions set forth herein. Any elections made under the DB Plan, the SERP and the ERP for purposes of determining the form of payment will also apply for purposes of this benefit. The assumptions to be used in calculating Executive’s benefit are: (x) Executive has continued in the employ of the Company for an additional two (2) years (the “Severance Period”) after the Date of

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Termination, and (y) Executive has earned annually from the Date of Termination to the date of Executive’s assumed continued employment pursuant to clause (x) above the same compensation Executive earned in the twelve (12) months preceding the Date of Termination or in the twelve (12) months preceding the Change in Control, if greater. In addition, if as of the Date of Termination the combination of Executive’s age and years of service equals or exceeds sixty (60) years (determined after giving effect to the provisions in Section 4(iv)(D)(ii) below) any pension payable to Executive at age fifty-five (55) shall not be reduced because it is payable prior to age sixty-five (65) or sixty (60), as the case may be.

(ii) The length of the Severance Period will be added to Executive’s actual age for determining whether or when Executive has attained or will attain the required combination of sixty (60) years of age and years of service for the purposes of Executive’s eligibility to commence receiving payments of benefits pursuant to Section 4(iv)(D)(i) above and Section 4(iv)(E) below.

(E) Executive shall become eligible for all benefits, in addition to those described in Section 4(iv)(D) above, made available immediately prior to the Date of Termination (or, if greater, immediately prior to the date of the Change in Control) to retirees of the Corporation, including, without limitation, retiree medical coverage and life insurance benefits, if at the time of termination Executive is (x) age fifty (50) or older (without regard to Section 4(iv)(D)(ii) above) or (y) has a combination of age and years of service that equal or exceed sixty (60) years (determined after giving effect to the provisions of Section 4(iv)(D)(ii) above), as if Executive had at the Date of Termination satisfied the service and age conditions for coverage under the applicable provisions of the Company’s employee benefit plans. If the Company is unable to provide Executive coverage under such plans, it shall provide Executive with separate comparable coverage, but in no event less than the retiree coverage in place immediately prior to the Change in Control; provided, however, that the retiree medical coverage provided by the Company shall be secondary to any other medical coverage Executive may then have.

(F) From the Date of Termination, until the earlier of (i) the last day of the Severance Period or (ii) the date upon which Executive becomes eligible to participate in plans of another employer (such period, the “Benefit Continuation Period”), the Company will continue Executive’s participation and coverage in all the Company’s life, medical, dental plans and other welfare benefit plans (but excluding the Company’s disability plans) (“Insurance Benefits”), and, in lieu of providing any continuing perquisites or fringe benefits, the Company shall on the thirtieth day following the Date of Termination make a one-time lump sum cash payment for transition benefits of $20,000 for each year of the Severance Period; provided, however, that if his continued participation is not possible under the general terms and provisions of the Company plans or programs providing the Insurance Benefits, the Company shall arrange to provide him with substantially similar benefits; provided, further, that if any other Company plan, arrangement or agreement provides for continuation of Insurance Benefits then Executive shall receive such coverage under such other plan, arrangement or agreement, and if the period of such coverage is shorter than the Benefit Continuation Period, then Executive shall receive pursuant to this Section, such coverage for the remainder of the Benefit Continuation Period.

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(G) Upon the Date of Termination, to the extent that, under the terms of any plan, any Company “restricted” stock awards or options shall terminate or be forfeited upon or following Executive’s termination of employment without, in the case of options, the opportunity to exercise after Notice of Termination and to sell the underlying shares immediately after exercise without legal impediment, then Executive (or any permitted transferee) shall receive, within ten (10) days after the forfeiture or termination of such award or option, an amount in respect of such terminated or forfeited stock awards or options, equal to the sum of (i) the Cashout Value (as defined below) of all the shares covered by the restricted stock awards so forfeited (with units converted to shares based on the target awards), and (ii) the excess of (a) the Cashout Value of all the shares subject to options which were so forfeited over (b) the aggregate exercise price of the shares subject to such forfeited options. For purposes of this Section 4(iv)(G), the “Cashout Value” of a share shall mean the average of the closing prices paid for the Company’s common stock (or any other securities to which the restricted shares or options relate) on any national exchange on which such shares are traded on the trading day on Executive’s Date of Termination (or, if no such shares are traded such day, the most recent date preceding Executive’s termination of employment on which such shares were traded).

(H) The Company shall also provide to Executive outplacement services or executive recruiting services provided by a professional outplacement provider or executive recruiter at a cost to the Company of not more than 10% of Executive’s base salary (not to exceed $25,000).

5. EXCISE TAXES.

(i)(A) In the event that any payment or benefit received or to be received by Executive pursuant to the terms of this Agreement (the “Contract Payments”) or in connection with Executive’s termination of employment or contingent upon a Change in Control of the Company pursuant to any plan or arrangement or other agreement with the Company (or any affiliate) (“Other Payments” and, together with the Contract Payments, the “Payments”) would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Code, as determined as provided below, the Company shall pay to Executive, at the time specified in Section 5(ii) below, an additional amount (the “Gross-Up Payment”) such that the net amount retained by Executive, after deduction of all amounts required to be paid upon the payment provided for by this Section 5(i), and any interest, penalties or additions to tax payable by Executive with respect thereto, shall be equal to the total present value of the Excise Taxes imposed upon the Payments; provided, however, that if Executive’s Payment is, when calculated on a net-after-tax basis, less than 110% of the amount of the Payment which could be paid to Executive under Section 280G of the Code without causing the imposition of the Excise Tax, then the Payment shall be limited to the largest amount payable (as described above) without resulting in the imposition of any Excise Tax (such amount, the “Capped Amount”).

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(B) For purposes of determining the Capped Amount, whether any of the Payments will be subject to the Excise Tax and the amounts of such Excise Tax, (1) the total amount of the Payments shall be treated as “parachute payments” within the meaning of Section 280G(b)(2) of the Code, and all “excess parachute payments” within the meaning of Section 280G(b)(1) of the Code shall be treated as subject to the Excise Tax, except to the extent that, in the opinion of independent tax counsel selected by the Company’s independent auditors and reasonably acceptable to Executive (“Tax Counsel”), a Payment (in whole or in part) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code, or such “excess parachute payments” (in whole or in part) are not subject to the Excise Tax, (2) the amount of the Payments that shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Payments or (B) the amount of “excess parachute payments” within the meaning of Section 280G(b)(1) of the Code (after applying clause (1) hereof), and (3) the value of any noncash benefits or any deferred payment or benefit shall be determined by Tax Counsel in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, Executive shall be deemed to pay federal income tax at the highest marginal rates of federal income taxation applicable to individuals in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest effective rates of taxation applicable to individuals as are in effect in the state and locality of Executive’s residence in the calendar year in which the Gross-Up Payment is to be made, net of the maximum reduction in federal income taxes that can be obtained from deduction of such state and local taxes, taking into account any limitations applicable to individuals subject to federal income tax at the highest marginal rates.

(C) If the Tax Counsel determines that any Excise Tax is payable by Executive and that the criteria for reducing the Payment to the Capped Amount (as described in Section 5(i)(A) above) is met, then the Company shall reduce the Payment by the amount which, based on the Tax Counsel’s determination and calculations, would provide Executive with the Capped Amount, and pay to Executive such reduced Payment. If the Tax Counsel determines that an Excise Tax is payable, without reduction pursuant to Section 5(i)(A), above, the Company shall pay the required Gross-Up Payment to, or for the benefit of, Executive within five business days after receipt of such determination and calculations. If the Tax Counsel determines that no Excise Tax is payable by Executive, it shall, at the same time as it makes such determination, furnish Executive with an opinion that he has substantial authority not to report any Excise Tax on his/her federal, state, local income or other tax return. Any determination by the Tax Counsel as to the amount of the Gross-Up Payment shall be binding upon the Company and Executive absent a contrary determination by the Internal Revenue Services or a court of competent jurisdiction; provided, however, that no such determination shall eliminate or reduce the Company’s obligation to provide any Gross-Up Payment that shall be due as a result of such contrary determination.

(ii) The Gross-Up Payments provided for in Section 5(i) hereof shall be made upon the earlier of (i) the payment to Executive of any Contract Payment or Other Payment or (ii) the imposition upon Executive or payment by Executive of any Excise Tax.

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(iii) Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which Executive gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall:

1) give the Company any information reasonably requested by the Company relating to such claim;

2) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company and reasonably satisfactory to Executive;

3) cooperate with the Company in good faith in order to effectively contest such claim; and

4) permit the Company to participate in any proceedings relating to such claim;

provided, however, that the Company shall bear and pay directly all costs and expenses (including, but not limited to, additional interest and penalties and related legal, consulting or other similar fees) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or other tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses.

(iv) The Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs Executive to pay such claim and sue for a refund, the Company shall advance the amount of such payment to Executive on an interest-free basis, and shall indemnify and hold Executive harmless, on an after-tax

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basis, from any Excise Tax or other tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and provided, further, that if Executive is required to extend the statute of limitations to enable the Company to contest such claim, Executive may limit this extension solely to such contested amount. The Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. In addition, no position may be taken nor any final resolution be agreed to by the Company without Executive’s consent if such position or resolution could reasonably be expected to adversely affect Executive (including any other tax position of Executive unrelated to the matters covered hereby).

(v) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Company or the Tax Counsel hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies and Executive thereafter is required to pay to the Internal Revenue Service an additional amount in respect of any Excise Tax, the Company or the Tax Counsel shall determine the amount of the Underpayment that has occurred and any such Underpayment shall promptly be paid by the Company to or for the benefit of Executive.

(vi) If, after the receipt by Executive of the Gross-Up Payment or an amount advanced by the Company in connection with the contest of an Excise Tax claim, Executive becomes entitled to receive any refund with respect to such claim, Executive shall promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Executive of an amount advanced by the Company in connection with an Excise Tax claim, a determination is made that Executive shall not be entitled to any refund with respect to such claim and the Company does not notify Executive in writing of its intent to contest the denial of such refund prior to the expiration of thirty (30) days after such determination, such advance shall be forgiven and shall not be required to be repaid.

6. SUCCESSORS; BINDING AGREEMENT.

(i) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company is required to perform it. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle Executive to compensation from the Company in the same amount and on the same terms as Executive would be entitled hereunder if Executive had terminated Executive’s employment with Good Reason following a Change in Control, except that for purposes of implementing the foregoing, the date on which any such succession becomes

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effective shall be deemed the Date of Termination. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

(ii) This Agreement shall inure to the benefit of and be enforceable by Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If Executive should die while any amount would still be payable to Executive hereunder if Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to Executive’s devisee, legatee or other designee or, if there is no such designee, to Executive’s estate.

7. NOTICE. For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid (or its international equivalent), addressed to Five Giralda Farms, Madison, New Jersey 07940 with respect to the Company and on the signature page with respect to Executive, provided that all notices to the Company shall be directed to the attention of the Senior Vice President-General Counsel of the Company, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.

8. MISCELLANEOUS. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Executive and such officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any conditions or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. The validity, interpretation, construction and performance of this Agreement shall be governed by the internal laws of the State of New York, without regard to its conflict of law provisions. All references to sections of the Code shall be deemed also to refer to any successor provisions to such sections. Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state, local or other applicable law. The obligations of the Company under Sections 4 and 5 shall survive the expiration of the term of this Agreement.

9. VALIDITY. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

10. COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

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11. ARBITRATION; INDEMNIFICATION.

(i) Other than as provided under Section 13(ii) below, any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in accordance with the rules of the American Arbitration Association then in effect applicable to disputes involving an employee and employer. Judgment may be entered on the arbitrator’s award in any court having jurisdiction; provided, however, that Executive shall be entitled to seek specific performance of Executive’s right to be paid until the Date of Termination during the pendency of any dispute or controversy arising under or in connection with this Agreement. In the determination of the arbitrator’s award, the process shall follow the rules for “baseball arbitration”, as follows: each party to the dispute or controversy shall submit to the arbitrator and exchange with each other, within the time agreed by the parties or prescribed by the arbitrator, written proposals, with each such party’s last, best offer for the amount of money damages they would offer or demand, respectively, in settlement of all issues subject to the dispute or controversy. In rendering the award, the arbitrator shall be limited to selecting only one of the two proposals submitted by the parties, and the parties to such dispute or controversy shall be required to accept the determination of the arbitrator, without rights to appeal such determination. In selecting the arbitrator, each of the Company and Executive would select one person to serve as an arbitrator, who would have to be accepted by the other party (such acceptance not to be unreasonably withheld). Once the two arbitrators had been selected, they would select a third arbitrator, who would have no affiliation to either of them or either party. And such third arbitrator shall be the arbitrator who determines the claim presented for arbitration.

(ii) Following any termination of employment of Executive (other than a termination by the Company for Cause), the Company shall indemnify and hold harmless Executive to the fullest extent permitted under the Company’s by-laws (as in effect prior to the Change in Control) and applicable law for any claims, costs and expenses arising out of or in connection with Executive’s employment with the Company (without regard to when such claim is asserted or issue is raised, so long as it relates to conduct or events that occurred while Executive was employed with the Company) and shall maintain directors’ and officers’ liability insurance coverage for the benefit of Executive which provides him with coverage, if any, no less favorable than that in effect prior to the Change in Control.

12. NONDISCLOSURE OF CONFIDENTIAL INFORMATION. At no time (whether during the term of this Agreement or at any time thereafter), shall Executive, without the prior written consent of the Company, use, divulge, disclose or make accessible to any other person, firm, partnership, corporation or other entity any Confidential Information pertaining to the business of the Company or any of its affiliates, except (i) while employed by the Company, in the business of and for the benefit of the Company, or (ii) when required to do so by a court of competent jurisdiction, by any governmental agency having supervisory authority over the business of the Company, or by any administrative body or legislative body (including a committee thereof) with jurisdiction to order Executive to divulge, disclose or make accessible such information. For purposes of this Section 12, “Confidential Information” shall mean any trade secret or other non-public information concerning the financial data, strategic business plans, product development (or other proprietary product data), customer lists, marketing plans and other non-public, proprietary and Confidential Information of the Company or its affiliates, that, in any case, is not otherwise available to the public (other than by Executive’s breach of the terms hereof) or known to persons in the industry generally.

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13. NON-SOLICITATION OF EMPLOYEES; NON-SOLICITATION OF LONG-TERM CONTRACTORS. (i) During the term of Executive’s employment and during the two-year period immediately following the date of any termination of Executive’s employment with the Company, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever, directly or indirectly (other than in the ordinary course of Executive’s employment with the Company on the Company’s behalf):

(A) solicit or encourage any employee of the Company to leave the employment of the Company; or

(B) solicit or encourage to cease to work with the Company any long-term contractor that Executive knows, or reasonably should have known, is then under exclusive contract with the Company.

(ii) Notwithstanding clause (i) above, if at any time a court holds that the restrictions stated in such clause (i) are unreasonable or otherwise unenforceable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographic area determined to be reasonable under such circumstances by such court will be substituted for the stated period, scope or area. Because Executive’s services are unique and because Executive has had access to Confidential Information, the parties hereto agree that money damages will be an inadequate remedy for any breach of this Agreement. In the event of a breach or threatened breach of this Agreement, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor, stop making any additional payments hereunder to Executive and apply to any court of competent jurisdiction for specific performance and/or injunctive relief in order to enforce, or prevent any violations of, the provisions hereof (without the posting of a bond or other security).

14. ENTIRE AGREEMENT. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement. This Agreement constitutes the entire understanding between the parties with respect to Executive’s severance pay in the event of a termination of Executive’s employment with the Company that occurs on or after a Change in Control occurring after December 31, 2008 and preliminary agreements, written or oral, concerning said severance pay (except as otherwise provided in Section 1 hereof with respect to the Current Agreement); provided, however, that any payments or benefits provided in respect of severance, or indemnification for loss of employment, pursuant to any severance, employment or similar agreement between the Company or any of its subsidiaries and Executive, or as required by applicable law outside the United States, shall reduce any payments or benefits provided pursuant to this Agreement, except that the payments or benefits provided pursuant to this Agreement shall not be reduced below zero. Notwithstanding any provision of this Agreement: (i) Executive shall not be required to mitigate the amount of any payment provided by this Agreement by seeking other employment or otherwise, nor (except as provided for in Section

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4(iv) (E) and (F) above) shall the amount of any payment or benefit provided by this Agreement be reduced by any compensation earned by Executive as the result of employment by another employer or by retirement benefits received after the Date of Termination or otherwise, and (ii) except as otherwise provided in this Agreement, the obligations of the Company to make payments to Executive and to make the arrangements, provided for herein are absolute and unconditional and may not be reduced by any circumstances, including without limitation any set-off, counterclaim, recoupment, defense or other right which the Company may have against Executive or any third party at any time.

15. FURTHER ACTION. The Company shall take any further action necessary or desirable to implement the provisions of this Agreement or perform its obligations hereunder (including, without limitation, amending the SERP, the ERP, any stock option or stock bonus plan, or any other applicable plan, program or arrangement or obtaining any necessary consents or approvals in connection therewith).

16. SECTION 409A. In the event that it is reasonably determined by the Company that, as a result of Section 409A (“Section 409A”) of the Code (and any related regulations or other pronouncements thereunder), any of the payments or provision of benefits that Executive is entitled to under the terms of this Agreement or any nonqualified deferred compensation plan (as defined under Section 409A) may not be made at the time contemplated by the terms hereof or thereof, as the case may be, without causing Executive to be subject to income tax under Section 409A, the Company will make such payment or provision of benefits on the first day that would not result in Executive incurring any tax liability under Section 409A. Thus to the extent that at the time of Executive’s termination of employment, any amounts payable hereunder could not be paid until six (6) months after termination, such payments or provision of benefits will be paid (with interest at the applicable federal rate) for instruments of less than one (1) year on the first date that such payments or provision of benefits will be permitted. In addition, other provisions of this Agreement or any other plan notwithstanding, the Company shall have no right to accelerate any such payment or provision of benefits or to make any such payment or provision of benefits as the result of an event if such payment or provision of benefits would, as a result, be subject to the tax imposed by Section 409A; provided, however, that if any payments or provision of benefits that the Company would otherwise be required to provide under this Agreement or any Company plan cannot be provided in the manner contemplated herein or under the applicable plan without subjecting Executive to income tax under Section 409A, the Company shall use its reasonable efforts, in good faith, to provide such intended payments or provision of benefits to Executive in an alternative manner that conveys an equivalent economic benefit to Executive (without materially increasing the aggregate cost to the Company) but in no event shall any payment or benefit be delayed longer than twelve (12) months on account of the provisions of this Section 16.

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WYETH
By:
Name:	René R. Lewin
Title:	Senior Vice President, Human Resources
By:
	Executive
Date:
Home Address:

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EX-10.10

Exhibit 10.10

SEVERANCE AGREEMENT

This Severance Agreement (this “Agreement”) is made as of                     , by and between WYETH, a Delaware corporation (the “Company”), and [                ] (“Executive”).

RECITALS

WHEREAS the Board of Directors of the Company (the “Board”) has approved a severance agreement to provide Executive with certain benefits upon the termination of his employment;

NOW THEREFORE, the parties hereto agree as follows:

1. TERM OF AGREEMENT. This Agreement shall commence on the date hereof and shall continue in effect through December 31, 2008; provided, however, the term of this Agreement shall automatically be extended for one additional year beyond 2008 and successive one year periods thereafter, unless, not later than September 30, 2006 (for the additional year ending on December 31, 2009) or September 30 of each year thereafter (for each subsequent extension), the Company shall have given notice that it does not wish to extend this Agreement for an additional year, in which event this Agreement shall continue to be effective until the end of its then remaining term; provided, further, that, notwithstanding any such notice by the Company not to extend, if a Change in Control shall have occurred during the original or any extended term of this Agreement, this Agreement shall continue in effect for a period of thirty-six (36) months beyond such Change in Control. Notwithstanding the foregoing, this Agreement shall terminate if Executive ceases to be an employee of the Company and its subsidiaries for any reason prior to a Change in Control which, for these purposes, shall include cessation of such employment as a result of the sale or other disposition of the division, subsidiary or other business unit by which Executive is employed.

2. CHANGE IN CONTROL. No benefits shall be payable hereunder unless there shall have been a Change in Control of the Company, as set forth below. For purposes of this Agreement, a Change in Control shall be deemed to have occurred if:

(A) any person or persons acting in concert (excluding Company benefit plans) becomes the beneficial owner of securities of the Company having at least 20% of the voting power of the Company’s then outstanding securities (unless the event causing the 20% threshold to be crossed is an acquisition of voting common securities directly from the Company); or

(B) the consummation of any merger or other business combination of the Company, sale or lease of the Company’s assets or combination of the foregoing transactions (the “Transactions”) other than a Transaction immediately following which the shareholders of the Company who owned shares immediately prior to the Transaction (including any trustee or fiduciary of any Company employee benefit plan) own, by

virtue of their prior ownership of the Company’s shares, at least 65% of the voting power, directly or indirectly, of (a) the surviving corporation in any such merger or other business combination; (b) the purchaser or lessee of the Company’s assets; or (c) both the surviving corporation and the purchaser or lessee in the event of any combination of Transactions; or

(C) within any 24 month period, the persons who were directors immediately before the beginning of such period (the “Incumbent Directors”) shall cease (for any reason other than death) to constitute at least a majority of the Board or the board of directors of a successor to the Company. For this purpose, any director who was not a director at the beginning of such period shall be deemed to be an Incumbent Director if such director was elected to the Board by, or on the recommendation of or with the approval of, at least two-thirds (2/3) of the directors who then qualified as Incumbent Directors (so long as such director was not nominated by a person who has expressed an intent to effect a Change in Control or engage in a proxy or other control contest).

3. TERMINATION FOLLOWING CHANGE IN CONTROL. If any of the events described in Section 2 hereof constituting a Change in Control shall have occurred, Executive shall be entitled to the benefits provided in Section 4(iv) hereof upon the subsequent termination of Executive’s employment with the Company and its subsidiaries during the term of this Agreement unless such termination is (A) a result of Executive’s death or Retirement (except as provided in Section 3(i) below), (B) by Executive without Good Reason, or (C) by the Company or any of its subsidiaries for Disability or for Cause; provided, however, that Executive shall be entitled to the compensation provided for in Section 4(iv) hereof payable only upon the occurrence of the Change in Control (as if his termination had occurred after such Change in Control) if, after an agreement has been signed which, if consummated, would result in a Change in Control, (x) Executive is terminated without Cause by the Company or any of its subsidiaries prior to the Change in Control, and (y) such termination was at the instigation or request of the party to the agreement seeking to cause the Change in Control or is otherwise in connection with the anticipated Change in Control.

(i) DISABILITY; RETIREMENT. For purposes of this Agreement, “Disability” shall mean permanent and total disability as such term is defined under Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), without regard to whether Executive is subject to the Code. Any question as to the existence of Executive’s Disability upon which Executive and the Company cannot agree shall be determined by a qualified independent physician selected by Executive (or, if Executive is unable to make such selection, such selection shall be made by any adult member of Executive’s immediate family or Executive’s legal representative), and approved by the Company, said approval not to be unreasonably withheld. The determination of such physician made in writing to the Company and to Executive shall be final and conclusive for all purposes of this Agreement. For purposes of this Agreement, “Retirement” shall mean Executive’s voluntary termination of employment with the Company under any of the Company’s retirement plans that occurs prior to delivery of a Notice of Termination pursuant to Section 3(iv) below; provided, however, that notwithstanding the foregoing, no Retirement that occurs after any other termination of employment shall adversely affect, interfere with or otherwise impair in any way Executive’s right to receive the

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payments and benefits to which he is entitled on account of a termination without Cause or with Good Reason. Accordingly, and for the avoidance of doubt, if Executive provides a Notice of Termination for Good Reason, and otherwise satisfies the conditions for Good Reason pursuant to this Agreement, and also Retires, such Retirement shall not adversely affect, interfere with or otherwise impair in any way his right to receive payments and benefits hereunder. Conversely, if Executive terminates his employment on account of Retirement and at such time is not (x) terminating his employment for Good Reason pursuant to this Agreement or (y) being terminated by the Company without Cause pursuant to this Agreement, he shall not be entitled to the payments and benefits provided in this Agreement.

(ii) CAUSE. For purposes of this Agreement, “Cause” shall mean (A) the conviction of, or plea of guilty or nolo contendere to, a felony or (B) the willful engaging by an Executive in gross misconduct which is materially and demonstrably injurious to the Company. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the Incumbent Directors of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to Executive and an opportunity for Executive, together with Executive’s counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, Executive was guilty of conduct set forth above in this Section 3(ii) and specifying the particulars thereof in detail.

(iii) GOOD REASON. Executive shall be entitled to terminate employment with Good Reason. For the purpose of this Agreement, “Good Reason” shall mean the occurrence, without Executive’s express written consent, of any of the following circumstances unless, in the case of Sections 3(iii) (A), (D), (E), or (F), such circumstances are fully corrected prior to the date specified as the Date of Termination (as defined in Section 3(v)) in the Notice of Termination (as defined in Section 3(iv)) given in respect thereof:

(A) the assignment to Executive of any duties inconsistent with Executive’s status as an executive of the Company or its subsidiaries, Executive’s removal from his or her position (as it existed immediately prior to the Change in Control), or a substantial diminution in the nature or status of Executive’s responsibilities from those in effect immediately prior to the Change in Control; provided, however, that solely with respect to the events or circumstances provided in this Section 3(iii)(A), Executive must provide the Notice of Termination not later than 180 days following the date he or she had actual knowledge of the event constituting Good Reason;

(B) a reduction by the Company or any of its subsidiaries in Executive’s annual base salary as in effect on the date hereof or as the same may be increased from time to time;

(C) the relocation of Executive’s place of business to a location that increases Executive’s commute by more than thirty-five (35) miles compared to Executive’s commute as in effect immediately prior to the Change in Control;

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(D) the failure by the Company to pay to Executive any portion of any installment of deferred compensation under any deferred compensation program of the Company in which Executive participated within seven (7) days of the date such compensation is due;

(E) the failure by the Company or any of its subsidiaries to continue in effect any incentive compensation plan including without limitation any cash or equity-based compensation plan or program, in which Executive participated prior to the Change in Control, unless an equitable alternative compensation arrangement (embodied in an ongoing substitute or alternative plan) has been provided for Executive, or the failure by the Company or any of its subsidiaries to continue Executive’s participation in any such incentive plan on a basis, both in terms of the amount of benefits provided as a percentage of Executive’s base salary and the level of Executive’s participation relative to other participants (as a comparison of the potential percentage of base salary relative to the percentage of base salary for other executives at the same or similar levels), that is no less than the opportunity to earn a percentage of Executive’s base salary as existed at any time during the three (3) years prior to the Change in Control;

(F) except as required by law, the failure by the Company or any of its subsidiaries to continue to provide Executive with benefits, in the aggregate, at least as favorable (excluding changes to such benefits that occur in the ordinary course are of general application, and that increase co-payments, deductibles or premiums, which must be paid by Executive) as those enjoyed by Executive under the employee benefit and welfare plans of the Company and its subsidiaries, including, without limitation, the pension, life insurance, medical, dental, health and accident, retiree medical, disability, deferred compensation and savings plans, in which Executive was participating at the time of the Change in Control, or the failure by the Company or any of its subsidiaries to provide Executive with the number of paid vacation days to which Executive was entitled at the time of the Change in Control;

(G) the failure of the Company to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement, as contemplated in Section 6 hereof; or

(H) any purported termination of Executive’s employment by the Company or its subsidiaries which is not effected pursuant to a Notice of Termination satisfying the requirements of Section 3(iv) below (and, if applicable, the requirements of Section 3(ii) above); for purposes of this Agreement, no such purported termination shall be effective.

Subject to Section 3(iii)(A), Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstances constituting Good Reason hereunder. For purposes of valuing the amount of benefits provided under any equity-based compensation plan or program, policy, or arrangement under Section 3(iii)(E) above, the Black-Scholes value on the date of grant of any such equity-based award shall be utilized; provided, however, that the Black-Scholes value of any grant on a per option share basis shall be equal to the per option share value of a grant, if any, made on the same date as such grant and reported in the Company’s proxy

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statement filed prior to a Change in Control and all determinations of the Black-Scholes value of other grants shall be made by a nationally recognized compensation consulting firm chosen by the Company using the methodology and assumptions consistent with those used for purposes of the Company’s latest proxy statement filed prior to the Change in Control (or to the extent applicable, as reported in the proxy statement, if any, of the company that effected the Change in Control).

(iv) NOTICE OF TERMINATION. Any purported termination of Executive’s employment by the Company and its subsidiaries or by Executive shall be communicated by written Notice of Termination to the other party hereto in accordance with Section 7 hereof. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail (other than with respect to a Good Reason termination pursuant to Section 3(iii)(H)) the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated.

(v) DATE OF TERMINATION. “Date of Termination” shall mean (A) if Executive’s employment is terminated for Disability, thirty (30) days after Notice of Termination is given (provided that Executive shall not have returned to the full-time performance of Executive’s duties during such thirty (30) day period), and (B) if Executive’s employment is terminated pursuant to Section 3(ii) or (iii) above or for any reason (other than Disability), the date specified in the Notice of Termination (which, in the case of a termination pursuant to Section 3(ii) above shall not be less than thirty (30) days, and in the case of a termination pursuant to Section 3(iii) above shall not be less than thirty (30) nor more than sixty (60) days, respectively, from the date such Notice of Termination is given); provided, that, if within thirty (30) days after any Notice of Termination is given the party receiving such Notice of Termination notifies the other party that a dispute exists concerning the grounds for termination, the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award or by a final judgment, order or decree of a court of competent jurisdiction (which is not appealable or the time for appeal therefrom having expired and no appeal having been perfected); provided, further, that the Date of Termination shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company and its subsidiaries will continue to pay Executive’s full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salary and bonus) and continue Executive as a participant in all incentive compensation, benefit and insurance plans in which Executive was participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this Section 3(v). Amounts paid under this Section 3(v) are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement. In the event that the Company is terminating Executive the Company may, if it so chooses, pay Executive the base salary which he would have received in lieu of waiting for the expiration of any notice period otherwise required hereby and bar Executive from any of the Company’s premises, offices or properties, subject to any rights set forth herein for Executive to contest such termination.

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4. COMPENSATION UPON TERMINATION OR DURING DISABILITY. Following a Change in Control of the Company, as defined by Section 2, upon termination of Executive’s employment or during a period of Disability, which, in either event, occurs during the term of this Agreement, Executive shall be entitled to the following benefits:

(i) During any period that Executive fails to perform Executive’s full-time duties with the Company and its subsidiaries as a result of the Disability, Executive shall continue to receive an amount equal to Executive’s base salary at the rate in effect at the commencement of any such period, and Bonus, through the Date of Termination for Disability. Thereafter, Executive’s benefits shall be determined in accordance with the employee benefit programs of the Company and its subsidiaries then in effect.

(ii) If Executive’s employment shall be terminated by the Company or any of its subsidiaries for Cause or by Executive without Good Reason (excluding death, Disability or Retirement) the Company (or one of its subsidiaries, if applicable) shall pay through the Date of Termination Executive’s full base salary at the rate in effect at the time Notice of Termination is given and shall pay any amounts otherwise payable to Executive on or immediately prior to the Date of Termination pursuant to any other compensation plans, programs or employment agreements then in effect, and the Company shall have no further obligations to Executive under this Agreement.

(iii) If Executive’s employment shall be terminated by reason of Executive’s death or Retirement, Executive’s benefits shall be determined in accordance with the retirement and other benefit programs of the Company and its subsidiaries then in effect, except as otherwise provided in Section 3(i).

(iv) If Executive’s employment by the Company and its subsidiaries shall be terminated (other than for death or Disability) by (a) the Company and its subsidiaries other than for Cause or (b) Executive with Good Reason, then Executive shall be entitled to the benefits provided below:

(A) The Company (or one of its subsidiaries, if applicable) shall pay Executive’s full base salary, at the rate in effect at the time of the Change in Control and increased to reflect any subsequent increases in such base salary (the “Base Salary”), and a pro-rated Bonus calculated through the Date of Termination, no later than the thirtieth day following the Date of Termination, plus all other amounts to which Executive is entitled under any compensation plan of the Company applicable to Executive, at the time such payments are due. For purposes of this Agreement, the “Bonus” shall mean the highest three (3) years average annual cash bonus paid (or awarded, if different) in respect of each of the five (5) prior bonus years (exclusive of any special or prorated bonuses). If Executive has less than three (3) years of bonus history, Bonus shall mean the average annual bonus of the actual years; provided, however, that if Executive has not had an opportunity to earn or be awarded one (1) full year’s bonus as of his Date of Termination, “Bonus” shall mean 100% of Base Salary.

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(B) The Company shall pay Executive, on the thirtieth day following the Date of Termination, as severance pay to Executive a severance payment equal to three (3) times the sum of (i) Executive’s Base Salary, and (ii) Bonus.

(C) The Company shall also pay to Executive, no less frequently than monthly, all legal fees and expenses reasonably incurred by Executive in connection with this Agreement (including all such fees and expenses, if any, incurred in contesting or disputing the nature of any such termination for purposes of this Agreement or in seeking to obtain or enforce any right or benefit provided by this Agreement); provided, however, that if a determination is made by the arbitrator selected under Section 11 hereof that Executive acted in a frivolous manner in contesting or disputing such termination or seeking to obtain or enforce such right or benefit, the Company shall not be liable to pay such legal fees or expenses otherwise provided for thereunder and the Company shall be entitled to recover from Executive any such amounts so paid (either directly or by setoff against any amounts then owed Executive by the Company).

(D)(i) Upon the date of Termination, Executive (or Executive’s spouse or applicable beneficiary in the event of Executive’s death) will be eligible to receive a benefit, when such benefits otherwise become payable, from the Company’s general funds to be calculated using the benefit calculation provisions of the WYETH Retirement Plan—U.S. (the “DB Plan”) and, to the extent Executive participates therein, the WYETH Supplemental Executive Retirement Plan (the “SERP”) and the WYETH Executive Retirement Plan (the “ERP”) as if the provisions thereunder contained the assumptions set forth herein, and offset by any benefits actually payable under the DB Plan, the SERP, and the ERP not taking into account the assumptions set forth herein. Any elections made under the DB Plan, the SERP and the ERP for purposes of determining the form of payment will also apply for purposes of this benefit. The assumptions to be used in calculating Executive’s benefit are: (x) Executive has continued in the employ of the Company for an additional three (3) years (the “Severance Period”) after the Date of Termination, and (y) Executive has earned annually from the Date of Termination to the date of Executive’s assumed continued employment pursuant to clause (x) above the same compensation Executive earned in the twelve (12) months preceding the Date of Termination or in the twelve (12) months preceding the Change in Control, if greater. In addition, if as of the Date of Termination the combination of Executive’s age and years of service equals or exceeds sixty (60) years (determined after giving effect to the provisions in Section 4(iv)(D)(ii) below) any pension payable to Executive at age fifty-five (55) shall not be reduced because it is payable prior to age sixty-five (65) or sixty (60), as the case may be.

(ii) The length of the Severance Period will be added to Executive’s actual age for determining whether or when Executive has attained or will attain the required combination of sixty (60) years of age and years of service for the purposes of Executive’s eligibility to commence receiving payments of benefits pursuant to Section 4(iv)(D)(i) above and Section 4(iv)(E) below.

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(E) Executive shall become eligible for all benefits, in addition to those described in Section 4(iv)(D) above, made available immediately prior to the Date of Termination (or, if greater, immediately prior to the date of the Change in Control) to retirees of the Corporation, including, without limitation, retiree medical coverage and life insurance benefits, if at the time of termination Executive is (x) age fifty (50) or older (without regard to Section 4(iv)(D)(ii) above) or (y) has a combination of age and years of service that equal or exceed sixty (60) years (determined after giving effect to the provisions of Section 4(iv)(D)(ii) above), as if Executive had at the Date of Termination satisfied the service and age conditions for coverage under the applicable provisions of the Company’s employee benefit plans. If the Company is unable to provide Executive coverage under such plans, it shall provide Executive with separate comparable coverage, but in no event less than the retiree coverage in place immediately prior to the Change in Control; provided, however, that the retiree medical coverage provided by the Company shall be secondary to any other medical coverage Executive may then have.

(F) From the Date of Termination, until the earlier of (i) the last day of the Severance Period or (ii) the date upon which Executive becomes eligible to participate in plans of another employer (such period, the “Benefit Continuation Period”), the Company will continue Executive’s participation and coverage in all the Company’s life, medical, dental plans and other welfare benefit plans (but excluding the Company’s disability plans) (“Insurance Benefits”), and, in lieu of providing any continuing perquisites or fringe benefits, the Company shall on the thirtieth day following the Date of Termination make a one-time lump sum cash payment for transition benefits of $20,000 for each year of the Severance Period; provided, however, that if his continued participation is not possible under the general terms and provisions of the Company plans or programs providing the Insurance Benefits, the Company shall arrange to provide him with substantially similar benefits; provided, further, that if any other Company plan, arrangement or agreement provides for continuation of Insurance Benefits then Executive shall receive such coverage under such other plan, arrangement or agreement, and if the period of such coverage is shorter than the Benefit Continuation Period, then Executive shall receive pursuant to this Section, such coverage for the remainder of the Benefit Continuation Period.

(G) Upon the Date of Termination, to the extent that, under the terms of any plan, any Company “restricted” stock awards or options shall terminate or be forfeited upon or following Executive’s termination of employment without, in the case of options, the opportunity to exercise after Notice of Termination and to sell the underlying shares immediately after exercise without legal impediment, then Executive (or any permitted transferee) shall receive, within ten (10) days after the forfeiture or termination of such award or option, an amount in respect of such terminated or forfeited stock awards or options, equal to the sum of (i) the Cashout Value (as defined below) of all the shares covered by the restricted stock awards so forfeited (with units converted to shares based on the target awards), and (ii) the excess of (a) the Cashout Value of all the shares subject to options which were so forfeited over (b) the aggregate exercise price of the shares subject to such forfeited options. For purposes of this Section 4(iv)(G), the “Cashout Value” of a share shall mean the average of the closing prices paid for the Company’s

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common stock (or any other securities to which the restricted shares or options relate) on any national exchange on which such shares are traded on the trading day on Executive’s Date of Termination (or, if no such shares are traded such day, the most recent date preceding Executive’s termination of employment on which such shares were traded). At all times that there are options outstanding, the Company shall keep in place an effective registration statement (on form S-8 or otherwise) and shall take any other further action necessary to permit the sale, without restriction, by Executive (or any permitted transferee) of shares received upon the exercise of options.

(H) The Company shall also provide to Executive outplacement services or executive recruiting services provided by a professional outplacement provider or executive recruiter at a cost to the Company of not more than 10% of Executive’s base salary (not to exceed $25,000).

5. EXCISE TAXES.

(i)(A) In the event that any payment or benefit received or to be received by Executive pursuant to the terms of this Agreement (the “Contract Payments”) or in connection with Executive’s termination of employment or contingent upon a Change in Control of the Company pursuant to any plan or arrangement or other agreement with the Company (or any affiliate) (“Other Payments” and, together with the Contract Payments, the “Payments”) would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Code, as determined as provided below, the Company shall pay to Executive, at the time specified in Section 5(ii) below, an additional amount (the “Gross-Up Payment”) such that the net amount retained by Executive, after deduction of all amounts required to be paid upon the payment provided for by this Section 5(i), and any interest, penalties or additions to tax payable by Executive with respect thereto, shall be equal to the total present value of the Excise Taxes imposed upon the Payments; provided, however, that if Executive’s Payment is, when calculated on a net-after-tax basis, less than 110% of the amount of the Payment which could be paid to Executive under Section 280G of the Code without causing the imposition of the Excise Tax, then the Payment shall be limited to the largest amount payable (as described above) without resulting in the imposition of any Excise Tax (such amount, the “Capped Amount”).

(B) For purposes of determining the Capped Amount, whether any of the Payments will be subject to the Excise Tax and the amounts of such Excise Tax, (1) the total amount of the Payments shall be treated as “parachute payments” within the meaning of Section 280G(b)(2) of the Code, and all “excess parachute payments” within the meaning of Section 280G(b)(1) of the Code shall be treated as subject to the Excise Tax, except to the extent that, in the opinion of independent tax counsel selected by the Company’s independent auditors and reasonably acceptable to Executive (“Tax Counsel”), a Payment (in whole or in part) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code, or such “excess parachute payments” (in whole or in part) are not subject to the Excise Tax, (2) the amount of the Payments that shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Payments or (B) the amount of “excess parachute payments”

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within the meaning of Section 280G(b)(1) of the Code (after applying clause (1) hereof), and (3) the value of any noncash benefits or any deferred payment or benefit shall be determined by Tax Counsel in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, Executive shall be deemed to pay federal income tax at the highest marginal rates of federal income taxation applicable to individuals in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest effective rates of taxation applicable to individuals as are in effect in the state and locality of Executive’s residence in the calendar year in which the Gross-Up Payment is to be made, net of the maximum reduction in federal income taxes that can be obtained from deduction of such state and local taxes, taking into account any limitations applicable to individuals subject to federal income tax at the highest marginal rates.

(C) If the Tax Counsel determines that any Excise Tax is payable by Executive and that the criteria for reducing the Payment to the Capped Amount (as described in Section 5(i)(A) above) is met, then the Company shall reduce the Payment by the amount which, based on the Tax Counsel’s determination and calculations, would provide Executive with the Capped Amount, and pay to Executive such reduced Payment. If the Tax Counsel determines that an Excise Tax is payable, without reduction pursuant to Section 5(i)(A), above, the Company shall pay the required Gross-Up Payment to, or for the benefit of, Executive within five business days after receipt of such determination and calculations. If the Tax Counsel determines that no Excise Tax is payable by Executive, it shall, at the same time as it makes such determination, furnish Executive with an opinion that he has substantial authority not to report any Excise Tax on his/her federal, state, local income or other tax return. Any determination by the Tax Counsel as to the amount of the Gross-Up Payment shall be binding upon the Company and Executive absent a contrary determination by the Internal Revenue Services or a court of competent jurisdiction; provided, however, that no such determination shall eliminate or reduce the Company’s obligation to provide any Gross-Up Payment that shall be due as a result of such contrary determination.

(ii) The Gross-Up Payments provided for in Section 5(i) hereof shall be made upon the earlier of (i) the payment to Executive of any Contract Payment or Other Payment or (ii) the imposition upon Executive or payment by Executive of any Excise Tax.

(iii) Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which Executive gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall:

1) give the Company any information reasonably requested by the Company relating to such claim;

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2) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company and reasonably satisfactory to Executive;

3) cooperate with the Company in good faith in order to effectively contest such claim; and

4) permit the Company to participate in any proceedings relating to such claim;

provided, however, that the Company shall bear and pay directly all costs and expenses (including, but not limited to, additional interest and penalties and related legal, consulting or other similar fees) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or other tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses.

(iv) The Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs Executive to pay such claim and sue for a refund, the Company shall advance the amount of such payment to Executive on an interest-free basis, and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or other tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and provided, further, that if Executive is required to extend the statute of limitations to enable the Company to contest such claim, Executive may limit this extension solely to such contested amount. The Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. In addition, no position may be taken nor any final resolution be agreed to by the Company without Executive’s consent if such position or resolution could reasonably be expected to adversely affect Executive (including any other tax position of Executive unrelated to the matters covered hereby).

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(v) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Company or the Tax Counsel hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies and Executive thereafter is required to pay to the Internal Revenue Service an additional amount in respect of any Excise Tax, the Company or the Tax Counsel shall determine the amount of the Underpayment that has occurred and any such Underpayment shall promptly be paid by the Company to or for the benefit of Executive.

(vi) If, after the receipt by Executive of the Gross-Up Payment or an amount advanced by the Company in connection with the contest of an Excise Tax claim, Executive becomes entitled to receive any refund with respect to such claim, Executive shall promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Executive of an amount advanced by the Company in connection with an Excise Tax claim, a determination is made that Executive shall not be entitled to any refund with respect to such claim and the Company does not notify Executive in writing of its intent to contest the denial of such refund prior to the expiration of thirty (30) days after such determination, such advance shall be forgiven and shall not be required to be repaid.

6. SUCCESSORS; BINDING AGREEMENT.

(i) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company is required to perform it. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle Executive to compensation from the Company in the same amount and on the same terms as Executive would be entitled hereunder if Executive had terminated Executive’s employment with Good Reason following a Change in Control, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

(ii) This Agreement shall inure to the benefit of and be enforceable by Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If Executive should die while any amount would still be payable to Executive hereunder if Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to Executive’s devisee, legatee or other designee or, if there is no such designee, to Executive’s estate.

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7. NOTICE. For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid (or its international equivalent), addressed to Five Giralda Farms, Madison, New Jersey 07940 with respect to the Company and on the signature page with respect to Executive, provided that all notices to the Company shall be directed to the attention of the Senior Vice President-General Counsel of the Company, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.

8. MISCELLANEOUS. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Executive and such officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any conditions or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. The validity, interpretation, construction and performance of this Agreement shall be governed by the internal laws of the State of New York, without regard to its conflict of law provisions. All references to sections of the Code shall be deemed also to refer to any successor provisions to such sections. Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state, local or other applicable law. The obligations of the Company under Sections 4 and 5 shall survive the expiration of the term of this Agreement.

9. VALIDITY. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

10. COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

11. ARBITRATION; INDEMNIFICATION.

(i) Other than as provided under Section 13(ii) below, any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in accordance with the rules of the American Arbitration Association then in effect applicable to disputes involving an employee and employer. Judgment may be entered on the arbitrator’s award in any court having jurisdiction; provided, however, that Executive shall be entitled to seek specific performance of Executive’s right to be paid until the Date of Termination during the pendency of any dispute or controversy arising under or in connection with this Agreement. In the determination of the arbitrator’s award, the process shall follow the rules for “baseball arbitration”, as follows: each party to the dispute or controversy shall submit to the arbitrator and exchange with each other, within the time agreed by the parties or prescribed by the arbitrator, written proposals, with each such party’s last, best offer for the amount of money damages they would offer or demand, respectively, in settlement of all issues subject to the

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dispute or controversy. In rendering the award, the arbitrator shall be limited to selecting only one of the two proposals submitted by the parties, and the parties to such dispute or controversy shall be required to accept the determination of the arbitrator, without rights to appeal such determination. In selecting the arbitrator, each of the Company and Executive would select one person to serve as an arbitrator, who would have to be accepted by the other party (such acceptance not to be unreasonably withheld). Once the two arbitrators had been selected, they would select a third arbitrator, who would have no affiliation to either of them or either party. And such third arbitrator shall be the arbitrator who determines the claim presented for arbitration.

(ii) Following any termination of employment of Executive (other than a termination by the Company for Cause), the Company shall indemnify and hold harmless Executive to the fullest extent permitted under the Company’s by-laws (as in effect prior to the Change in Control) and applicable law for any claims, costs and expenses arising out of or in connection with Executive’s employment with the Company (without regard to when such claim is asserted or issue is raised, so long as it relates to conduct or events that occurred while Executive was employed with the Company) and shall maintain directors’ and officers’ liability insurance coverage for the benefit of Executive which provides him with coverage, if any, no less favorable than that in effect prior to the Change in Control.

12. NONDISCLOSURE OF CONFIDENTIAL INFORMATION. At no time (whether during the term of this Agreement or at any time thereafter), shall Executive, without the prior written consent of the Company, use, divulge, disclose or make accessible to any other person, firm, partnership, corporation or other entity any Confidential Information pertaining to the business of the Company or any of its affiliates, except (i) while employed by the Company, in the business of and for the benefit of the Company, or (ii) when required to do so by a court of competent jurisdiction, by any governmental agency having supervisory authority over the business of the Company, or by any administrative body or legislative body (including a committee thereof) with jurisdiction to order Executive to divulge, disclose or make accessible such information. For purposes of this Section 12, “Confidential Information” shall mean any trade secret or other non-public information concerning the financial data, strategic business plans, product development (or other proprietary product data), customer lists, marketing plans and other non-public, proprietary and Confidential Information of the Company or its affiliates, that, in any case, is not otherwise available to the public (other than by Executive’s breach of the terms hereof) or known to persons in the industry generally.

13. NON-SOLICITATION OF EMPLOYEES; NON-SOLICITATION OF LONG-TERM CONTRACTORS. (i) During the term of Executive’s employment and during the two-year period immediately following the date of any termination of Executive’s employment with the Company, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever, directly or indirectly (other than in the ordinary course of Executive’s employment with the Company on the Company’s behalf):

(A) solicit or encourage any employee of the Company to leave the employment of the Company; or

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(B) solicit or encourage to cease to work with the Company any long-term contractor that Executive knows, or reasonably should have known, is then under exclusive contract with the Company.

(ii) Notwithstanding clause (i) above, if at any time a court holds that the restrictions stated in such clause (i) are unreasonable or otherwise unenforceable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographic area determined to be reasonable under such circumstances by such court will be substituted for the stated period, scope or area. Because Executive’s services are unique and because Executive has had access to Confidential Information, the parties hereto agree that money damages will be an inadequate remedy for any breach of this Agreement. In the event of a breach or threatened breach of this Agreement, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor, stop making any additional payments hereunder to Executive and apply to any court of competent jurisdiction for specific performance and/or injunctive relief in order to enforce, or prevent any violations of, the provisions hereof (without the posting of a bond or other security).

14. ENTIRE AGREEMENT. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement. This Agreement constitutes the entire understanding between the parties with respect to Executive’s severance pay in the event of a termination of Executive’s employment with the Company, superseding all negotiations, prior discussions and preliminary agreements, written or oral, concerning said severance pay; provided, however, that any payments or benefits provided in respect of severance, or indemnification for loss of employment, pursuant to any severance, employment or similar agreement between the Company or any of its subsidiaries and Executive, or as required by applicable law outside the United States, shall reduce any payments or benefits provided pursuant to this Agreement, except that the payments or benefits provided pursuant to this Agreement shall not be reduced below zero. Notwithstanding any provision of this Agreement: (i) Executive shall not be required to mitigate the amount of any payment provided by this Agreement by seeking other employment or otherwise, nor (except as provided for in Section 4(iv) (E) and (F) above) shall the amount of any payment or benefit provided by this Agreement be reduced by any compensation earned by Executive as the result of employment by another employer or by retirement benefits received after the Date of Termination or otherwise, and (ii) except as otherwise provided in this Agreement, the obligations of the Company to make payments to Executive and to make the arrangements, provided for herein are absolute and unconditional and may not be reduced by any circumstances, including without limitation any set-off, counterclaim, recoupment, defense or other right which the Company may have against Executive or any third party at any time.

15. FURTHER ACTION. The Company shall take any further action necessary or desirable to implement the provisions of this Agreement or perform its obligations hereunder (including, without limitation, amending the SERP, the ERP, any stock option or stock bonus plan, or any other applicable plan, program or arrangement or obtaining any necessary consents or approvals in connection therewith).

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16. SECTION 409A. In the event that it is reasonably determined by the Company that, as a result of Section 409A (“Section 409A”) of the Code (and any related regulations or other pronouncements thereunder), any of the payments or provision of benefits that Executive is entitled to under the terms of this Agreement or any nonqualified deferred compensation plan (as defined under Section 409A) may not be made at the time contemplated by the terms hereof or thereof, as the case may be, without causing Executive to be subject to income tax under Section 409A, the Company will make such payment or provision of benefits on the first day that would not result in Executive incurring any tax liability under Section 409A. Thus to the extent that at the time of Executive’s termination of employment, any amounts payable hereunder could not be paid until six (6) months after termination, such payments or provision of benefits will be paid (with interest at the applicable federal rate) for instruments of less than one (1) year on the first date that such payments or provision of benefits will be permitted. In addition, other provisions of this Agreement or any other plan notwithstanding, the Company shall have no right to accelerate any such payment or provision of benefits or to make any such payment or provision of benefits as the result of an event if such payment or provision of benefits would, as a result, be subject to the tax imposed by Section 409A; provided, however, that if any payments or provision of benefits that the Company would otherwise be required to provide under this Agreement or any Company plan cannot be provided in the manner contemplated herein or under the applicable plan without subjecting Executive to income tax under Section 409A, the Company shall use its reasonable efforts, in good faith, to provide such intended payments or provision of benefits to Executive in an alternative manner that conveys an equivalent economic benefit to Executive (without materially increasing the aggregate cost to the Company) but in no event shall any payment or benefit be delayed longer than twelve (12) months on account of the provisions of this Section 16.

WYETH
By:
Name:	René R. Lewin
Title:	Senior Vice President, Human Resources
By:
	Executive
Date:
Home Address:

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EX-10.11

Exhibit 10.11

SEVERANCE AGREEMENT

This Severance Agreement (this “Agreement”) is made as of                     , by and between WYETH, a Delaware corporation (the “Company”), and [                ] (“Executive”).

RECITALS

WHEREAS the Board of Directors of the Company (the “Board”) has approved a severance agreement to provide Executive with certain benefits upon the termination of his employment;

NOW THEREFORE, the parties hereto agree as follows:

1. TERM OF AGREEMENT. This Agreement shall commence on the date hereof and shall continue in effect through December 31, 2008; provided, however, the term of this Agreement shall automatically be extended for one additional year beyond 2008 and successive one year periods thereafter, unless, not later than September 30, 2006 (for the additional year ending on December 31, 2009) or September 30 of each year thereafter (for each subsequent extension), the Company shall have given notice that it does not wish to extend this Agreement for an additional year, in which event this Agreement shall continue to be effective until the end of its then remaining term; provided, further, that, notwithstanding any such notice by the Company not to extend, if a Change in Control shall have occurred during the original or any extended term of this Agreement, this Agreement shall continue in effect for a period of thirty-six (36) months beyond such Change in Control. Notwithstanding the foregoing, this Agreement shall terminate if Executive ceases to be an employee of the Company and its subsidiaries for any reason prior to a Change in Control which, for these purposes, shall include cessation of such employment as a result of the sale or other disposition of the division, subsidiary or other business unit by which Executive is employed.

2. CHANGE IN CONTROL. No benefits shall be payable hereunder unless there shall have been a Change in Control of the Company, as set forth below. For purposes of this Agreement, a Change in Control shall be deemed to have occurred if:

(A) any person or persons acting in concert (excluding Company benefit plans) becomes the beneficial owner of securities of the Company having at least 20% of the voting power of the Company’s then outstanding securities (unless the event causing the 20% threshold to be crossed is an acquisition of voting common securities directly from the Company); or

(B) the consummation of any merger or other business combination of the Company, sale or lease of the Company’s assets or combination of the foregoing transactions (the “Transactions”) other than a Transaction immediately following which the shareholders of the Company who owned shares immediately prior to the Transaction (including any trustee or fiduciary of any Company employee benefit plan) own, by virtue of their prior ownership of the Company’s shares, at least 65% of the voting power,

directly or indirectly, of (a) the surviving corporation in any such merger or other business combination; (b) the purchaser or lessee of the Company’s assets; or (c) both the surviving corporation and the purchaser or lessee in the event of any combination of Transactions; or

(C) within any 24 month period, the persons who were directors immediately before the beginning of such period (the “Incumbent Directors”) shall cease (for any reason other than death) to constitute at least a majority of the Board or the board of directors of a successor to the Company. For this purpose, any director who was not a director at the beginning of such period shall be deemed to be an Incumbent Director if such director was elected to the Board by, or on the recommendation of or with the approval of, at least two-thirds (2/3) of the directors who then qualified as Incumbent Directors (so long as such director was not nominated by a person who has expressed an intent to effect a Change in Control or engage in a proxy or other control contest).

3. TERMINATION FOLLOWING CHANGE IN CONTROL. If any of the events described in Section 2 hereof constituting a Change in Control shall have occurred, Executive shall be entitled to the benefits provided in Section 4(iv) hereof upon the subsequent termination of Executive’s employment with the Company and its subsidiaries during the term of this Agreement unless such termination is (A) a result of Executive’s death or Retirement (except as provided in Section 3(i) below), (B) by Executive without Good Reason, or (C) by the Company or any of its subsidiaries for Disability or for Cause; provided, however, that Executive shall be entitled to the compensation provided for in Section 4(iv) hereof payable only upon the occurrence of the Change in Control (as if his termination had occurred after such Change in Control) if, after an agreement has been signed which, if consummated, would result in a Change in Control, (x) Executive is terminated without Cause by the Company or any of its subsidiaries prior to the Change in Control, and (y) such termination was at the instigation or request of the party to the agreement seeking to cause the Change in Control or is otherwise in connection with the anticipated Change in Control.

(i) DISABILITY; RETIREMENT. For purposes of this Agreement, “Disability” shall mean permanent and total disability as such term is defined under Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), without regard to whether Executive is subject to the Code. Any question as to the existence of Executive’s Disability upon which Executive and the Company cannot agree shall be determined by a qualified independent physician selected by Executive (or, if Executive is unable to make such selection, such selection shall be made by any adult member of Executive’s immediate family or Executive’s legal representative), and approved by the Company, said approval not to be unreasonably withheld. The determination of such physician made in writing to the Company and to Executive shall be final and conclusive for all purposes of this Agreement. For purposes of this Agreement, “Retirement” shall mean Executive’s voluntary termination of employment with the Company under any of the Company’s retirement plans that occurs prior to delivery of a Notice of Termination pursuant to Section 3(iv) below; provided, however, that notwithstanding the foregoing, no Retirement that occurs after any other termination of employment shall adversely affect, interfere with or otherwise impair in any way Executive’s right to receive the payments and benefits to which he is entitled on account of a termination without Cause or with

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Good Reason. Accordingly, and for the avoidance of doubt, if Executive provides a Notice of Termination for Good Reason, and otherwise satisfies the conditions for Good Reason pursuant to this Agreement, and also Retires, such Retirement shall not adversely affect, interfere with or otherwise impair in any way his right to receive payments and benefits hereunder. Conversely, if Executive terminates his employment on account of Retirement and at such time is not (x) terminating his employment for Good Reason pursuant to this Agreement or (y) being terminated by the Company without Cause pursuant to this Agreement, he shall not be entitled to the payments and benefits provided in this Agreement.

(ii) CAUSE. For purposes of this Agreement, “Cause” shall mean (A) the conviction of, or plea of guilty or nolo contendere to, a felony or (B) the willful engaging by an Executive in gross misconduct which is materially and demonstrably injurious to the Company.

(iii) GOOD REASON. Executive shall be entitled to terminate employment with Good Reason. For the purpose of this Agreement, “Good Reason” shall mean the occurrence, without Executive’s express written consent, of any of the following circumstances unless, in the case of Sections 3(iii) (A), (D), (E), or (F), such circumstances are fully corrected prior to the date specified as the Date of Termination (as defined in Section 3(v)) in the Notice of Termination (as defined in Section 3(iv)) given in respect thereof:

(A) the assignment to Executive of any duties inconsistent with Executive’s status as an executive of the Company or its subsidiaries, Executive’s removal from his or her position (as it existed immediately prior to the Change in Control), or a substantial diminution in the nature or status of Executive’s responsibilities from those in effect immediately prior to the Change in Control; provided, however, that solely with respect to the events or circumstances provided in this Section 3(iii)(A), Executive must provide the Notice of Termination not later than 180 days following the date he or she had actual knowledge of the event constituting Good Reason;

(B) a reduction by the Company or any of its subsidiaries in Executive’s annual base salary as in effect on the date hereof or as the same may be increased from time to time;

(C) the relocation of Executive’s place of business to a location that increases Executive’s commute by more than thirty-five (35) miles compared to Executive’s commute as in effect immediately prior to the Change in Control;

(D) the failure by the Company to pay to Executive any portion of any installment of deferred compensation under any deferred compensation program of the Company in which Executive participated within seven (7) days of the date such compensation is due;

(E) the failure by the Company or any of its subsidiaries to continue in effect any incentive compensation plan including without limitation any cash or equity-based compensation plan or program, in which Executive participated prior to the Change in Control, unless an equitable alternative compensation arrangement (embodied in an

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ongoing substitute or alternative plan) has been provided for Executive, or the failure by the Company or any of its subsidiaries to continue Executive’s participation in any such incentive plan on a basis, both in terms of the amount of benefits provided as a percentage of Executive’s base salary and the level of Executive’s participation relative to other participants (as a comparison of the potential percentage of base salary relative to the percentage of base salary for other executives at the same or similar levels), that is no less than the opportunity to earn a percentage of Executive’s base salary as existed at any time during the three (3) years prior to the Change in Control;

(F) except as required by law, the failure by the Company or any of its subsidiaries to continue to provide Executive with benefits, in the aggregate, at least as favorable (excluding changes to such benefits that occur in the ordinary course are of general application, and that increase co-payments, deductibles or premiums, which must be paid by Executive) as those enjoyed by Executive under the employee benefit and welfare plans of the Company and its subsidiaries, including, without limitation, the pension, life insurance, medical, dental, health and accident, retiree medical, disability, deferred compensation and savings plans, in which Executive was participating at the time of the Change in Control, or the failure by the Company or any of its subsidiaries to provide Executive with the number of paid vacation days to which Executive was entitled at the time of the Change in Control;

(G) the failure of the Company to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement, as contemplated in Section 6 hereof; or

(H) any purported termination of Executive’s employment by the Company or its subsidiaries which is not effected pursuant to a Notice of Termination satisfying the requirements of Section 3(iv) below; for purposes of this Agreement, no such purported termination shall be effective.

Subject to Section 3(iii)(A), Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstances constituting Good Reason hereunder. For purposes of valuing the amount of benefits provided under any equity-based compensation plan or program, policy, or arrangement under Section 3(iii)(E) above, the Black-Scholes value on the date of grant of any such equity-based award shall be utilized; provided, however, that the Black-Scholes value of any grant on a per option share basis shall be equal to the per option share value of a grant, if any, made on the same date as such grant and reported in the Company’s proxy statement filed prior to a Change in Control and all determinations of the Black-Scholes value of other grants shall be made by a nationally recognized compensation consulting firm chosen by the Company using the methodology and assumptions consistent with those used for purposes of the Company’s latest proxy statement filed prior to the Change in Control (or to the extent applicable, as reported in the proxy statement, if any, of the company that effected the Change in Control).

(iv) NOTICE OF TERMINATION. Any purported termination of Executive’s employment by the Company and its subsidiaries or by Executive shall be communicated by

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written Notice of Termination to the other party hereto in accordance with Section 7 hereof. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail (other than with respect to a Good Reason termination pursuant to Section 3(iii)(H)) the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated.

(v) DATE OF TERMINATION. “Date of Termination” shall mean (A) if Executive’s employment is terminated for Disability, thirty (30) days after Notice of Termination is given (provided that Executive shall not have returned to the full-time performance of Executive’s duties during such thirty (30) day period), and (B) if Executive’s employment is terminated pursuant to Section 3(ii) or (iii) above or for any reason (other than Disability), the date specified in the Notice of Termination (which, in the case of a termination pursuant to Section 3(ii) above shall not be less than thirty (30) days, and in the case of a termination pursuant to Section 3(iii) above shall not be less than thirty (30) nor more than sixty (60) days, respectively, from the date such Notice of Termination is given); provided, that, if within thirty (30) days after any Notice of Termination is given the party receiving such Notice of Termination notifies the other party that a dispute exists concerning the grounds for termination, the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award or by a final judgment, order or decree of a court of competent jurisdiction (which is not appealable or the time for appeal therefrom having expired and no appeal having been perfected); provided, further, that the Date of Termination shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company and its subsidiaries will continue to pay Executive’s full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salary and bonus) and continue Executive as a participant in all incentive compensation, benefit and insurance plans in which Executive was participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this Section 3(v). Amounts paid under this Section 3(v) are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement. In the event that the Company is terminating Executive the Company may, if it so chooses, pay Executive the base salary which he would have received in lieu of waiting for the expiration of any notice period otherwise required hereby and bar Executive from any of the Company’s premises, offices or properties, subject to any rights set forth herein for Executive to contest such termination.

4. COMPENSATION UPON TERMINATION OR DURING DISABILITY. Following a Change in Control of the Company, as defined by Section 2, upon termination of Executive’s employment or during a period of Disability, which, in either event, occurs during the term of this Agreement, Executive shall be entitled to the following benefits:

(i) During any period that Executive fails to perform Executive’s full-time duties with the Company and its subsidiaries as a result of the Disability, Executive shall continue to receive an amount equal to Executive’s base salary at the rate in effect at the commencement of any such period, and Bonus, through the Date of Termination for Disability. Thereafter, Executive’s benefits shall be determined in accordance with the employee benefit programs of the Company and its subsidiaries then in effect.

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(ii) If Executive’s employment shall be terminated by the Company or any of its subsidiaries for Cause or by Executive without Good Reason (excluding death, Disability or Retirement) the Company (or one of its subsidiaries, if applicable) shall pay through the Date of Termination Executive’s full base salary at the rate in effect at the time Notice of Termination is given and shall pay any amounts otherwise payable to Executive on or immediately prior to the Date of Termination pursuant to any other compensation plans, programs or employment agreements then in effect, and the Company shall have no further obligations to Executive under this Agreement.

(iii) If Executive’s employment shall be terminated by reason of Executive’s death or Retirement, Executive’s benefits shall be determined in accordance with the retirement and other benefit programs of the Company and its subsidiaries then in effect, except as otherwise provided in Section 3(i).

(iv) If Executive’s employment by the Company and its subsidiaries shall be terminated (other than for death or Disability) by (a) the Company and its subsidiaries other than for Cause or (b) Executive with Good Reason, then Executive shall be entitled to the benefits provided below:

(A) The Company (or one of its subsidiaries, if applicable) shall pay Executive’s full base salary, at the rate in effect at the time of the Change in Control and increased to reflect any subsequent increases in such base salary (the “Base Salary”), and a pro-rated Bonus calculated through the Date of Termination, no later than the thirtieth day following the Date of Termination, plus all other amounts to which Executive is entitled under any compensation plan of the Company applicable to Executive, at the time such payments are due. For purposes of this Agreement, the “Bonus” shall mean the highest three (3) years average annual cash bonus paid (or awarded, if different) in respect of each of the five (5) prior bonus years (exclusive of any special or prorated bonuses). If Executive has less than three (3) years of bonus history, Bonus shall mean the average annual bonus of the actual years; provided, however, that if Executive has not had an opportunity to earn or be awarded one (1) full year’s bonus as of his Date of Termination, “Bonus” shall mean, with respect to the year of his Date of Termination: (x) if Executive’s Bonus was to be computed on a discretionary basis, 80% of Base Salary; or (y) if Executive’s Bonus was to be computed pursuant to the payment grid under the Performance Incentive Award Program (or any successor thereto), the amount Executive would have been paid under such program, assuming Executive had attained the highest performance ranking thereunder.

(B) The Company shall pay Executive, on the thirtieth day following the Date of Termination, as severance pay to Executive a severance payment equal to two (2) times the sum of (i) Executive’s Base Salary, and (ii) Bonus.

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(C) The Company shall also pay to Executive, no less frequently than monthly, all legal fees and expenses reasonably incurred by Executive in connection with this Agreement (including all such fees and expenses, if any, incurred in contesting or disputing the nature of any such termination for purposes of this Agreement or in seeking to obtain or enforce any right or benefit provided by this Agreement); provided, however, that if a determination is made by the arbitrator selected under Section 11 hereof that Executive acted in a frivolous manner in contesting or disputing such termination or seeking to obtain or enforce such right or benefit, the Company shall not be liable to pay such legal fees or expenses otherwise provided for thereunder and the Company shall be entitled to recover from Executive any such amounts so paid (either directly or by setoff against any amounts then owed Executive by the Company).

(D)(i) Upon the date of Termination, Executive (or Executive’s spouse or applicable beneficiary in the event of Executive’s death) will be eligible to receive a benefit, when such benefits otherwise become payable, from the Company’s general funds to be calculated using the benefit calculation provisions of the WYETH Retirement Plan—U.S. (the “DB Plan”) and, to the extent Executive participates therein, the WYETH Supplemental Executive Retirement Plan (the “SERP”) and the WYETH Executive Retirement Plan (the “ERP”) as if the provisions thereunder contained the assumptions set forth herein, and offset by any benefits actually payable under the DB Plan, the SERP, and the ERP not taking into account the assumptions set forth herein. Any elections made under the DB Plan, the SERP and the ERP for purposes of determining the form of payment will also apply for purposes of this benefit. The assumptions to be used in calculating Executive’s benefit are: (x) Executive has continued in the employ of the Company for an additional two (2) years (the “Severance Period”) after the Date of Termination, and (y) Executive has earned annually from the Date of Termination to the date of Executive’s assumed continued employment pursuant to clause (x) above the same compensation Executive earned in the twelve (12) months preceding the Date of Termination or in the twelve (12) months preceding the Change in Control, if greater. In addition, if as of the Date of Termination the combination of Executive’s age and years of service equals or exceeds sixty (60) years (determined after giving effect to the provisions in Section 4(iv)(D)(ii) below) any pension payable to Executive at age fifty-five (55) shall not be reduced because it is payable prior to age sixty-five (65) or sixty (60), as the case may be.

(ii) The length of the Severance Period will be added to Executive’s actual age for determining whether or when Executive has attained or will attain the required combination of sixty (60) years of age and years of service for the purposes of Executive’s eligibility to commence receiving payments of benefits pursuant to Section 4(iv)(D)(i) above and Section 4(iv)(E) below.

(E) Executive shall become eligible for all benefits, in addition to those described in Section 4(iv)(D) above, made available immediately prior to the Date of Termination (or, if greater, immediately prior to the date of the Change in Control) to retirees of the Corporation, including, without limitation, retiree medical coverage and life insurance benefits, if at the time of termination Executive is (x) age fifty (50) or older

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(without regard to Section 4(iv)(D)(ii) above) or (y) has a combination of age and years of service that equal or exceed sixty (60) years (determined after giving effect to the provisions of Section 4(iv)(D)(ii) above), as if Executive had at the Date of Termination satisfied the service and age conditions for coverage under the applicable provisions of the Company’s employee benefit plans. If the Company is unable to provide Executive coverage under such plans, it shall provide Executive with separate comparable coverage, but in no event less than the retiree coverage in place immediately prior to the Change in Control; provided, however, that the retiree medical coverage provided by the Company shall be secondary to any other medical coverage Executive may then have.

(F) From the Date of Termination, until the earlier of (i) the last day of the Severance Period or (ii) the date upon which Executive becomes eligible to participate in plans of another employer (such period, the “Benefit Continuation Period”), the Company will continue Executive’s participation and coverage in all the Company’s life, medical, dental plans and other welfare benefit plans (but excluding the Company’s disability plans) (“Insurance Benefits”), and, in lieu of providing any continuing perquisites or fringe benefits, the Company shall on the thirtieth day following the Date of Termination make a one-time lump sum cash payment for transition benefits of $20,000 for each year of the Severance Period; provided, however, that if his continued participation is not possible under the general terms and provisions of the Company plans or programs providing the Insurance Benefits, the Company shall arrange to provide him with substantially similar benefits; provided, further, that if any other Company plan, arrangement or agreement provides for continuation of Insurance Benefits then Executive shall receive such coverage under such other plan, arrangement or agreement, and if the period of such coverage is shorter than the Benefit Continuation Period, then Executive shall receive pursuant to this Section, such coverage for the remainder of the Benefit Continuation Period.

(G) Upon the Date of Termination, to the extent that, under the terms of any plan, any Company “restricted” stock awards or options shall terminate or be forfeited upon or following Executive’s termination of employment without, in the case of options, the opportunity to exercise after Notice of Termination and to sell the underlying shares immediately after exercise without legal impediment, then Executive (or any permitted transferee) shall receive, within ten (10) days after the forfeiture or termination of such award or option, an amount in respect of such terminated or forfeited stock awards or options, equal to the sum of (i) the Cashout Value (as defined below) of all the shares covered by the restricted stock awards so forfeited (with units converted to shares based on the target awards), and (ii) the excess of (a) the Cashout Value of all the shares subject to options which were so forfeited over (b) the aggregate exercise price of the shares subject to such forfeited options. For purposes of this Section 4(iv)(G), the “Cashout Value” of a share shall mean the average of the closing prices paid for the Company’s common stock (or any other securities to which the restricted shares or options relate) on any national exchange on which such shares are traded on the trading day on Executive’s Date of Termination (or, if no such shares are traded such day, the most recent date preceding Executive’s termination of employment on which such shares were traded).

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(H) The Company shall also provide to Executive outplacement services or executive recruiting services provided by a professional outplacement provider or executive recruiter at a cost to the Company of not more than 10% of Executive’s base salary (not to exceed $25,000).

5. EXCISE TAXES.

(i)(A) In the event that any payment or benefit received or to be received by Executive pursuant to the terms of this Agreement (the “Contract Payments”) or in connection with Executive’s termination of employment or contingent upon a Change in Control of the Company pursuant to any plan or arrangement or other agreement with the Company (or any affiliate) (“Other Payments” and, together with the Contract Payments, the “Payments”) would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Code, as determined as provided below, the Company shall pay to Executive, at the time specified in Section 5(ii) below, an additional amount (the “Gross-Up Payment”) such that the net amount retained by Executive, after deduction of all amounts required to be paid upon the payment provided for by this Section 5(i), and any interest, penalties or additions to tax payable by Executive with respect thereto, shall be equal to the total present value of the Excise Taxes imposed upon the Payments; provided, however, that if Executive’s Payment is, when calculated on a net-after-tax basis, less than 110% of the amount of the Payment which could be paid to Executive under Section 280G of the Code without causing the imposition of the Excise Tax, then the Payment shall be limited to the largest amount payable (as described above) without resulting in the imposition of any Excise Tax (such amount, the “Capped Amount”).

(B) For purposes of determining the Capped Amount, whether any of the Payments will be subject to the Excise Tax and the amounts of such Excise Tax, (1) the total amount of the Payments shall be treated as “parachute payments” within the meaning of Section 280G(b)(2) of the Code, and all “excess parachute payments” within the meaning of Section 280G(b)(1) of the Code shall be treated as subject to the Excise Tax, except to the extent that, in the opinion of independent tax counsel selected by the Company’s independent auditors and reasonably acceptable to Executive (“Tax Counsel”), a Payment (in whole or in part) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code, or such “excess parachute payments” (in whole or in part) are not subject to the Excise Tax, (2) the amount of the Payments that shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Payments or (B) the amount of “excess parachute payments” within the meaning of Section 280G(b)(1) of the Code (after applying clause (1) hereof), and (3) the value of any noncash benefits or any deferred payment or benefit shall be determined by Tax Counsel in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, Executive shall be deemed to pay federal income tax at the highest marginal rates of federal income taxation applicable to individuals in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest effective rates of taxation applicable to individuals as are in effect in the state and locality of Executive’s residence in the calendar year in which the Gross-Up Payment is to be made, net of the

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maximum reduction in federal income taxes that can be obtained from deduction of such state and local taxes, taking into account any limitations applicable to individuals subject to federal income tax at the highest marginal rates.

(C) If the Tax Counsel determines that any Excise Tax is payable by Executive and that the criteria for reducing the Payment to the Capped Amount (as described in Section 5(i)(A) above) is met, then the Company shall reduce the Payment by the amount which, based on the Tax Counsel’s determination and calculations, would provide Executive with the Capped Amount, and pay to Executive such reduced Payment. If the Tax Counsel determines that an Excise Tax is payable, without reduction pursuant to Section 5(i)(A), above, the Company shall pay the required Gross-Up Payment to, or for the benefit of, Executive within five business days after receipt of such determination and calculations. If the Tax Counsel determines that no Excise Tax is payable by Executive, it shall, at the same time as it makes such determination, furnish Executive with an opinion that he has substantial authority not to report any Excise Tax on his/her federal, state, local income or other tax return. Any determination by the Tax Counsel as to the amount of the Gross-Up Payment shall be binding upon the Company and Executive absent a contrary determination by the Internal Revenue Services or a court of competent jurisdiction; provided, however, that no such determination shall eliminate or reduce the Company’s obligation to provide any Gross-Up Payment that shall be due as a result of such contrary determination.

(ii) The Gross-Up Payments provided for in Section 5(i) hereof shall be made upon the earlier of (i) the payment to Executive of any Contract Payment or Other Payment or (ii) the imposition upon Executive or payment by Executive of any Excise Tax.

(iii) Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which Executive gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall:

1) give the Company any information reasonably requested by the Company relating to such claim;

2) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company and reasonably satisfactory to Executive;

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3) cooperate with the Company in good faith in order to effectively contest such claim; and

4) permit the Company to participate in any proceedings relating to such claim;

provided, however, that the Company shall bear and pay directly all costs and expenses (including, but not limited to, additional interest and penalties and related legal, consulting or other similar fees) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or other tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses.

(iv) The Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs Executive to pay such claim and sue for a refund, the Company shall advance the amount of such payment to Executive on an interest-free basis, and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or other tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and provided, further, that if Executive is required to extend the statute of limitations to enable the Company to contest such claim, Executive may limit this extension solely to such contested amount. The Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. In addition, no position may be taken nor any final resolution be agreed to by the Company without Executive’s consent if such position or resolution could reasonably be expected to adversely affect Executive (including any other tax position of Executive unrelated to the matters covered hereby).

(v) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Company or the Tax Counsel hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies and Executive thereafter is required to pay to the Internal Revenue Service an additional amount in respect of any Excise Tax, the Company or the Tax Counsel shall determine the amount of the Underpayment that has occurred and any such Underpayment shall promptly be paid by the Company to or for the benefit of Executive.

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(vi) If, after the receipt by Executive of the Gross-Up Payment or an amount advanced by the Company in connection with the contest of an Excise Tax claim, Executive becomes entitled to receive any refund with respect to such claim, Executive shall promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Executive of an amount advanced by the Company in connection with an Excise Tax claim, a determination is made that Executive shall not be entitled to any refund with respect to such claim and the Company does not notify Executive in writing of its intent to contest the denial of such refund prior to the expiration of thirty (30) days after such determination, such advance shall be forgiven and shall not be required to be repaid.

6. SUCCESSORS; BINDING AGREEMENT.

(i) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company is required to perform it. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle Executive to compensation from the Company in the same amount and on the same terms as Executive would be entitled hereunder if Executive had terminated Executive’s employment with Good Reason following a Change in Control, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

(ii) This Agreement shall inure to the benefit of and be enforceable by Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If Executive should die while any amount would still be payable to Executive hereunder if Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to Executive’s devisee, legatee or other designee or, if there is no such designee, to Executive’s estate.

7. NOTICE. For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid (or its international equivalent), addressed to Five Giralda Farms, Madison, New Jersey 07940 with respect to the Company and on the signature page with respect to Executive, provided that all notices to the Company shall be directed to the attention of the Senior Vice President-General Counsel of the Company, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.

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8. MISCELLANEOUS. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Executive and such officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any conditions or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. The validity, interpretation, construction and performance of this Agreement shall be governed by the internal laws of the State of New York, without regard to its conflict of law provisions. All references to sections of the Code shall be deemed also to refer to any successor provisions to such sections. Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state, local or other applicable law. The obligations of the Company under Sections 4 and 5 shall survive the expiration of the term of this Agreement.

9. VALIDITY. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

10. COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

11. ARBITRATION; INDEMNIFICATION.

(i) Other than as provided under Section 13(ii) below, any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in accordance with the rules of the American Arbitration Association then in effect applicable to disputes involving an employee and employer. Judgment may be entered on the arbitrator’s award in any court having jurisdiction; provided, however, that Executive shall be entitled to seek specific performance of Executive’s right to be paid until the Date of Termination during the pendency of any dispute or controversy arising under or in connection with this Agreement. In the determination of the arbitrator’s award, the process shall follow the rules for “baseball arbitration”, as follows: each party to the dispute or controversy shall submit to the arbitrator and exchange with each other, within the time agreed by the parties or prescribed by the arbitrator, written proposals, with each such party’s last, best offer for the amount of money damages they would offer or demand, respectively, in settlement of all issues subject to the dispute or controversy. In rendering the award, the arbitrator shall be limited to selecting only one of the two proposals submitted by the parties, and the parties to such dispute or controversy shall be required to accept the determination of the arbitrator, without rights to appeal such determination. In selecting the arbitrator, each of the Company and Executive would select one person to serve as an arbitrator, who would have to be accepted by the other party (such acceptance not to be unreasonably withheld). Once the two arbitrators had been selected, they would select a third arbitrator, who would have no affiliation to either of them or either party. And such third arbitrator shall be the arbitrator who determines the claim presented for arbitration.

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(ii) Following any termination of employment of Executive (other than a termination by the Company for Cause), the Company shall indemnify and hold harmless Executive to the fullest extent permitted under the Company’s by-laws (as in effect prior to the Change in Control) and applicable law for any claims, costs and expenses arising out of or in connection with Executive’s employment with the Company (without regard to when such claim is asserted or issue is raised, so long as it relates to conduct or events that occurred while Executive was employed with the Company) and shall maintain directors’ and officers’ liability insurance coverage for the benefit of Executive which provides him with coverage, if any, no less favorable than that in effect prior to the Change in Control.

12. NONDISCLOSURE OF CONFIDENTIAL INFORMATION. At no time (whether during the term of this Agreement or at any time thereafter), shall Executive, without the prior written consent of the Company, use, divulge, disclose or make accessible to any other person, firm, partnership, corporation or other entity any Confidential Information pertaining to the business of the Company or any of its affiliates, except (i) while employed by the Company, in the business of and for the benefit of the Company, or (ii) when required to do so by a court of competent jurisdiction, by any governmental agency having supervisory authority over the business of the Company, or by any administrative body or legislative body (including a committee thereof) with jurisdiction to order Executive to divulge, disclose or make accessible such information. For purposes of this Section 12, “Confidential Information” shall mean any trade secret or other non-public information concerning the financial data, strategic business plans, product development (or other proprietary product data), customer lists, marketing plans and other non-public, proprietary and Confidential Information of the Company or its affiliates, that, in any case, is not otherwise available to the public (other than by Executive’s breach of the terms hereof) or known to persons in the industry generally.

13. NON-SOLICITATION OF EMPLOYEES; NON-SOLICITATION OF LONG-TERM CONTRACTORS. (i) During the term of Executive’s employment and during the two-year period immediately following the date of any termination of Executive’s employment with the Company, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever, directly or indirectly (other than in the ordinary course of Executive’s employment with the Company on the Company’s behalf):

(A) solicit or encourage any employee of the Company to leave the employment of the Company; or

(B) solicit or encourage to cease to work with the Company any long-term contractor that Executive knows, or reasonably should have known, is then under exclusive contract with the Company.

(ii) Notwithstanding clause (i) above, if at any time a court holds that the restrictions stated in such clause (i) are unreasonable or otherwise unenforceable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographic area determined to be reasonable under such circumstances by such court will be

14

substituted for the stated period, scope or area. Because Executive’s services are unique and because Executive has had access to Confidential Information, the parties hereto agree that money damages will be an inadequate remedy for any breach of this Agreement. In the event of a breach or threatened breach of this Agreement, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor, stop making any additional payments hereunder to Executive and apply to any court of competent jurisdiction for specific performance and/or injunctive relief in order to enforce, or prevent any violations of, the provisions hereof (without the posting of a bond or other security).

14. ENTIRE AGREEMENT. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement. This Agreement constitutes the entire understanding between the parties with respect to Executive’s severance pay in the event of a termination of Executive’s employment with the Company, superseding all negotiations, prior discussions and preliminary agreements, written or oral, concerning said severance pay; provided, however, that any payments or benefits provided in respect of severance, or indemnification for loss of employment, pursuant to any severance, employment or similar agreement between the Company or any of its subsidiaries and Executive, or as required by applicable law outside the United States, shall reduce any payments or benefits provided pursuant to this Agreement, except that the payments or benefits provided pursuant to this Agreement shall not be reduced below zero. Notwithstanding any provision of this Agreement: (i) Executive shall not be required to mitigate the amount of any payment provided by this Agreement by seeking other employment or otherwise, nor (except as provided for in Section 4(iv) (E) and (F) above) shall the amount of any payment or benefit provided by this Agreement be reduced by any compensation earned by Executive as the result of employment by another employer or by retirement benefits received after the Date of Termination or otherwise, and (ii) except as otherwise provided in this Agreement, the obligations of the Company to make payments to Executive and to make the arrangements, provided for herein are absolute and unconditional and may not be reduced by any circumstances, including without limitation any set-off, counterclaim, recoupment, defense or other right which the Company may have against Executive or any third party at any time.

15. FURTHER ACTION. The Company shall take any further action necessary or desirable to implement the provisions of this Agreement or perform its obligations hereunder (including, without limitation, amending the SERP, the ERP, any stock option or stock bonus plan, or any other applicable plan, program or arrangement or obtaining any necessary consents or approvals in connection therewith).

16. SECTION 409A. In the event that it is reasonably determined by the Company that, as a result of Section 409A (“Section 409A”) of the Code (and any related regulations or other pronouncements thereunder), any of the payments or provision of benefits that Executive is entitled to under the terms of this Agreement or any nonqualified deferred compensation plan (as defined under Section 409A) may not be made at the time contemplated by the terms hereof or thereof, as the case may be, without causing Executive to be subject to income tax under Section 409A, the Company will make such payment or provision of benefits on the first day that would not result in Executive incurring any tax liability under Section 409A.

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Thus to the extent that at the time of Executive’s termination of employment, any amounts payable hereunder could not be paid until six (6) months after termination, such payments or provision of benefits will be paid (with interest at the applicable federal rate) for instruments of less than one (1) year on the first date that such payments or provision of benefits will be permitted. In addition, other provisions of this Agreement or any other plan notwithstanding, the Company shall have no right to accelerate any such payment or provision of benefits or to make any such payment or provision of benefits as the result of an event if such payment or provision of benefits would, as a result, be subject to the tax imposed by Section 409A; provided, however, that if any payments or provision of benefits that the Company would otherwise be required to provide under this Agreement or any Company plan cannot be provided in the manner contemplated herein or under the applicable plan without subjecting Executive to income tax under Section 409A, the Company shall use its reasonable efforts, in good faith, to provide such intended payments or provision of benefits to Executive in an alternative manner that conveys an equivalent economic benefit to Executive (without materially increasing the aggregate cost to the Company) but in no event shall any payment or benefit be delayed longer than twelve (12) months on account of the provisions of this Section 16.

WYETH
By:
Name:	René R. Lewin
Title:	Senior Vice President, Human Resources
By:
	Executive
Date:
Home Address:

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EX-10.12

Exhibit 10.12

FIRST AMENDMENT TO SEVERANCE AGREEMENT

This AMENDMENT effective as of             , 2006, (the “Effective Date”) to amend that certain Severance Agreement, (the “Current Agreement”) entered into by and between Wyeth, a Delaware corporation (the “Company”), and the executive whose name appears on the signature page hereto (“Executive”).

W I T N E S S E T H:

WHEREAS, the Company and Executive executed the Current Agreement so that in the event of certain termination following a Change in Control (as defined therein) the Executive would be entitled to certain payments and benefits set forth therein, and the Company would be able to retain Executive during a period of potential uncertainty for the Company; and

WHEREAS, Section 409A of the Internal Revenue Code (together with any related regulations or other pronouncements thereunder, “Section 409A”) was added by Section 885 of the American Jobs Creation Act of 2004 and generally provides certain requirements with respect to the deferral of amounts under a non qualified deferred compensation plan; and

WHEREAS, Section 409A might effect some provisions of the Current Agreement in ways that were not anticipated at the time that the parties entered into the Current Agreement; and

WHEREAS, the parties desire to amend the Agreement as set forth herein, in order to avoid any adverse consequence to Executive by virtue of a failure to satisfy the requirements of Section 409A.

NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto have agreed as follows:

1. The Agreement is hereby amended by adding the following new Section 16:

“16. SECTION 409A. In the event that it is reasonably determined by the Company that, as a result of Section 409A (“Section 409A”) of the Code (and any related regulations or other pronouncements thereunder), any of the payments or provision of benefits that Executive is entitled to under the terms of this Agreement or any nonqualified deferred compensation plan (as defined under Section 409A) may not be made at the time contemplated by the terms hereof or thereof, as the case may be, without causing Executive to be subject to income tax under Section 409A, the Company will make such payment or provision of benefits on the first day that would not result in Executive incurring any tax liability under Section 409A. Thus to the extent that at the time of Executive’s termination of employment, any amounts payable hereunder could not be paid until six (6) months after termination, such payments or provision of benefits will be paid (with interest at the applicable federal rate) for instruments of less than one (1) year on the first date that such payments or provision of benefits will be permitted. In addition, other provisions of this Agreement or any other plan notwithstanding, the Company shall have no right to accelerate any such payment or provision of benefits or to make any such payment or provision of benefits as the result of an event if such

payment or provision of benefits would, as a result, be subject to the tax imposed by Section 409A; provided, however, that if any payments or provision of benefits that the Company would otherwise be required to provide under this Agreement or any Company plan cannot be provided in the manner contemplated herein or under the applicable plan without subjecting Executive to income tax under Section 409A, the Company shall use its reasonable efforts, in good faith, to provide such intended payments or provision of benefits to Executive in an alternative manner that conveys an equivalent economic benefit to Executive (without materially increasing the aggregate cost to the Company) but in no event shall any payment or benefit be delayed longer than twelve (12) months on account of the provisions of this Section 16.”

2. Other than as set forth above, the Current Agreement shall continue in full force and effect in accordance with its terms, on and after the Effective Date.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement to be effective as of the date first above written.

WYETH		EXECUTIVE
By:		By:
Name:	René R. Lewin
Title:	Senior Vice President, Human Resources		[Name of Executive]

2

EX-12

Exhibit 12

Wyeth

Computation of Ratio of Earnings to Fixed Charges

(in thousands except ratio amounts)

	Six Months Ended June 30, 2006		Year Ended December 31,
			2005		2004		2003		2002	2001
Earnings (Loss):
Income (loss) from continuing operations before income taxes	$2,889,714		$4,780,589		$(129,847	)	$2,361,612		$6,097,245	$2,868,747
Add:
Fixed charges	306,301		461,431		360,805		346,564		430,449	439,058
Minority interests	15,499		26,492		27,867		32,352		27,993	20,841
Amortization of capitalized interest	11,025		21,356		9,350		8,772		8,866	2,497
Less:
Equity income (loss)	(140	)	(104	)	(524	)	(468	)	20,766	70,372
Capitalized interest	31,950		46,450		86,750		115,800		88,008	94,257
Total earnings (loss) as defined	$3,190,729		$5,243,522		$181,949		$2,633,968		$6,455,779	$3,166,514
Fixed Charges:
Interest and amortization of debt expense	$245,277		$356,834		$221,598		$182,503		$294,160	$301,145
Capitalized interest	31,950		46,450		86,750		115,800		88,008	94,257
Interest factor of rental expense (1)	29,074		58,147		52,457		48,261		48,281	43,656
Total fixed charges as defined	$306,301		$461,431		$360,805		$346,564		$430,449	$439,058
Ratio of earnings to fixed charges	10.4		11.4		0.5		7.6		15.0	7.2

(1) A 1/3 factor was used to compute the portion of rental expenses deemed representative of the interest factor.

EX-31.1

Exhibit 31.1

CERTIFICATION OF DISCLOSURE

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Robert Essner, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Wyeth (the registrant);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: August 7, 2006

By: /s/	Robert Essner
	Robert Essner
	Chairman and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF DISCLOSURE

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Kenneth J. Martin, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Wyeth (the registrant);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: August 7, 2006

By: /s/	Kenneth J. Martin
	Kenneth J. Martin
	Chief Financial Officer and Vice Chairman

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Wyeth (the Company) on Form 10-Q for the fiscal quarter ended June 30, 2006, as filed with the Securities and Exchange Commission on August 7, 2006 (the Report), I, Robert Essner, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 7, 2006

By: /s/	Robert Essner
	Robert Essner
	Chairman and Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Wyeth (the Company) on Form 10-Q for the fiscal quarter ended June 30, 2006, as filed with the Securities and Exchange Commission on August 7, 2006 (the Report), I, Kenneth J. Martin, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 7, 2006

By: /s/	Kenneth J. Martin
	Kenneth J. Martin
	Chief Financial Officer and Vice Chairman