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 September 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 October 31, 2006:

Class	Number of Shares Outstanding
Common Stock, $0.33 1/3 par value	1,346,699,401

WYETH

INDEX

			Page No.
Part I—Financial Information (Unaudited)			2
	Item 1.	Consolidated Condensed Financial Statements:
		Consolidated Condensed Balance Sheets— September 30, 2006 and December 31, 2005	3
		Consolidated Condensed Statements of Operations— Three and Nine Months Ended September 30, 2006 and 2005	4
		Consolidated Condensed Statements of Changes in Stockholders’ Equity—Nine Months Ended September 30, 2006 and 2005	5
		Consolidated Condensed Statements of Cash Flows— Nine Months Ended September 30, 2006 and 2005	6
		Notes to Consolidated Condensed Financial Statements	7-25
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26-50
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	51
	Item 4.	Controls and Procedures	51
Part II—Other Information			52
	Item 1.	Legal Proceedings	52
	Item 1A.	Risk Factors	52
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	53
	Item 6.	Exhibits	54
Signature			55
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 September 30, 2006 and December 31, 2005, the results of its operations for the three and nine months ended September 30, 2006 and 2005, and changes in stockholders’ equity and cash flows for the nine months ended September 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 Annual Report on 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)

	September 30, 2006		December 31, 2005
ASSETS
Cash and cash equivalents	$	6,588,253	$	7,615,891
Marketable securities		1,578,618		618,619
Accounts receivable less allowances		3,388,796		3,030,580
Inventories:
Finished goods		797,144		716,826
Work in progress		1,305,098		1,252,522
Materials and supplies		406,639		364,195
		2,508,881		2,333,543
Other current assets including deferred taxes		3,038,396		4,446,208
Total Current Assets		17,102,944		18,044,841
Property, plant and equipment		13,971,482		13,047,098
Less accumulated depreciation		4,150,005		3,693,745
		9,821,477		9,353,353
Goodwill		3,919,879		3,836,394
Other intangibles, net of accumulated amortization
(September 30, 2006-$218,158 and December 31, 2005-$178,588)		375,606		279,720
Other assets including deferred taxes		4,815,304		4,326,818
Total Assets	$	36,035,210	$	35,841,126
LIABILITIES
Loans payable	$	4,366	$	13,159
Trade accounts payable		999,446		895,216
Dividends payable		350,236		—
Accrued expenses		5,699,784		8,759,136
Accrued taxes		210,090		280,450
Total Current Liabilities		7,263,922		9,947,961
Long-term debt		9,235,119		9,231,479
Accrued postretirement benefit obligations other than pensions		1,146,745		1,104,256
Other noncurrent liabilities		3,582,831		3,563,061
Total Liabilities		21,228,617		23,846,757
Contingencies and commitments (Note 7)
STOCKHOLDERS’ EQUITY
$2.00 convertible preferred stock, par value $2.50 per share		32		37
Common stock, par value $0.33-1/3 per share		449,012		447,783
Additional paid-in capital		5,898,820		5,097,228
Retained earnings		8,154,935		6,514,046
Accumulated other comprehensive income (loss)		303,794		(64,725	)
Total Stockholders’ Equity		14,806,593		11,994,369
Total Liabilities and Stockholders’ Equity	$	36,035,210	$	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 September 30,				Nine Months Ended September 30,
	2006		2005		2006		2005
Net revenue	$5,135,796		$4,716,261		$15,130,476		$14,009,094
Cost of goods sold	1,386,254		1,361,040		4,096,931		4,047,587
Selling, general and administrative expenses	1,588,947		1,506,654		4,705,940		4,487,247
Research and development expenses	762,623		639,998		2,197,966		1,873,659
Interest (income) expense, net	(8,126	)	20,205		(122	)	67,356
Other income, net	(39,488	)	(75,746	)	(205,539	)	(348,374	)
Income before income taxes	1,445,586		1,264,110		4,335,300		3,881,619
Provision for income taxes	288,668		394,253		994,009		957,017
Net income	$1,156,918		$869,857		$3,341,291		$2,924,602
Basic earnings per share	$0.86		$0.65		$2.48		$2.18
Diluted earnings per share	$0.85		$0.64		$2.45		$2.16
Dividends paid per share of common stock	$0.25		$0.23		$0.75		$0.69
Dividends declared per share of common stock	$0.26		$0.25		$1.01		$0.94

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)

Nine Months Ended September 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							3,341,291				3,341,291
Currency translation adjustments									367,934		367,934
Unrealized gains on derivative contracts, net									388		388
Unrealized gains on marketable securities, net									197		197
Comprehensive income, net of tax											3,709,810
Cash dividends declared(1)							(1,359,190	)			(1,359,190	)
Common stock acquired for treasury			(2,538	)	(23,245	)	(341,212	)			(366,995	)
Common stock issued for stock options			3,097		340,691						343,788
Stock-based compensation expense					297,149						297,149
Issuance of restricted stock awards			654		85,568						86,222
Transfer of restricted stock award accruals to equity					63,171						63,171
Tax benefit from exercises of stock options					38,276						38,276
Other exchanges	(5	)	16		(18	)					(7	)
Balance at September 30, 2006	$32		$449,012		$5,898,820		$8,154,935		$303,794		$14,806,593
Nine Months Ended September 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							2,924,602				2,924,602
Currency translation adjustments									(440,945	)	(440,945	)
Unrealized gains on derivative contracts, net									37,508		37,508
Unrealized losses on marketable securities, net									(9,269	)	(9,269	)
Comprehensive income, net of tax											2,511,896
Cash dividends declared(2)							(1,259,262	)			(1,259,262	)
Common stock issued for stock options			2,165		183,220						185,385
Issuance of restricted stock awards			70		8,629						8,699
Tax benefit from exercises of stock options					33,300						33,300
Other exchanges	(3	)	27		(1,534	)	(1,510	)			(3,020	)
Balance at September 30, 2005	$37		$447,293		$5,040,639		$5,782,486		$54,446		$11,324,901

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

— Common stock cash dividend of $0.26 per share ($350,229 in the aggregate) declared on September 28, 2006 and payable on December 1, 2006; and

— Preferred stock cash dividends of $0.50 per share ($7 in the aggregate) declared on June 22, 2006 and paid on October 2, 2006.

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

— Common stock cash dividend of $0.25 per share ($335,470 in the aggregate) declared on September 29, 2005 and paid on December 1, 2005; and

— Preferred stock cash dividends of $0.50 per share ($7 in the aggregate) 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)

	Nine Months Ended September 30,
	2006			2005
Operating Activities
Net income	$	3,341,291		$	2,924,602
Adjustments to reconcile net income to net cash provided by operating activities:
Tax on repatriation		—			170,000
Net gains on sales and dispositions of assets		(25,942	)		(140,051	)
Depreciation and amortization		589,917			485,672
Stock-based compensation		297,149			76,858
Change in deferred income taxes		726,052			307,472
Diet drug litigation payments		(2,642,600	)		(931,565	)
Seventh Amendment security fund (deposit)/refund		400,000			(1,250,000	)
Changes in working capital, net		(768,257	)		(583,831	)
Other items, net		(182,460	)		96,815
Net cash provided by operating activities		1,735,150			1,155,972
Investing Activities
Purchases of property, plant and equipment		(786,485	)		(700,407	)
Proceeds from sales of assets		43,668			341,011
Purchase of additional equity interest in joint venture		(102,187	)		(92,725	)
Proceeds from sales and maturities of marketable securities		816,442			1,480,826
Purchases of marketable securities		(1,776,292	)		(638,124	)
Net cash provided by (used for) investing activities		(1,804,854	)		390,581
Financing Activities
Repayments of debt		(8,400	)		(328,187	)
Other borrowing transactions, net		57,913			83,455
Dividends paid		(1,008,954	)		(923,785	)
Purchases of common stock for treasury		(366,995	)		—
Exercises of stock options		357,333			185,385
Net cash used for financing activities		(969,103	)		(983,132	)
Effect of exchange rate changes on cash and cash equivalents		11,169			(24,666	)
Increase (decrease) in cash and cash equivalents		(1,027,638	)		538,755
Cash and cash equivalents, beginning of period		7,615,891			4,743,570
Cash and cash equivalents, end of period	$	6,588,253		$	5,282,325

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 Reports on Form 10-Q for the quarterly periods ended March 31, 2006 and June 30, 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 nine months ended September 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		25,090		838		473		26,401
Balance at September 30, 2006	$	2,802,476	$	583,371	$	534,032	$	3,919,879

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 September 2006, the Financial Accounting Standards Board (FASB) issued SFAS No. 158, Employer’s Accounting for Defined Benefit Pension and Other Postretirement Plans—an amendment of FASB Statements No. 87, 88, 106 and 132(R). SFAS No. 158 requires the Company to (a) recognize a plan’s funded status in its statement of financial position, (b) measure a plan’s assets and its obligations that determine its funded status as of the end of the employer’s fiscal year, and (c) recognize changes in the funded status of a defined postretirement plan in the year in which the changes occur through other comprehensive income. The requirement to recognize the funded status of a benefit plan and the disclosure requirements are effective for the Company for the fiscal year ending December 31, 2006.

7

WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Based on the Company’s funded status of plan obligations disclosed in Note 8 to the Company’s 2005 Annual Report on Form 10-K, the estimated impact of adopting SFAS No. 158 would have been a reduction to December 31, 2005 total assets of approximately $200.0 million, an increase in total liabilities of approximately $1,300.0 million and a reduction in equity of approximately $1,500.0 million. There would have been no impact to the Company’s December 31, 2005 consolidated statements of income or cash flows. The impact on underlying debt covenants will not affect the Company’s existing financing agreements. The actual impact of the implementation of SFAS No. 158 on the December 31, 2006 financial statements will differ due to changes in economic assumptions such as discount rates, measurement of fair values of assets, and other changes in actuarial assumptions that will occur in connection with the upcoming December 31, 2006 measurement date.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. The Company is currently assessing the impact this provision may have on its financial position or results of operations.

In September 2006, the SEC issued Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements (SAB 108), to address diversity in practice in quantifying financial statement misstatements. SAB 108 requires the quantification of misstatements based on their impact to both the balance sheet and the income statement to determine materiality. The guidance provides for a one-time cumulative effect adjustment to correct for misstatements for errors that were not deemed material under a company’s prior approach but are material under the SAB 108 approach. SAB 108 is effective for the fiscal year ending December 31, 2006. The Company is assessing the potential impact SAB 108 may have on its financial position or results of operations.

In June 2006, the 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 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.

8

WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

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 September 30,		Nine Months Ended September 30,
(In thousands except per share amounts)	2006	2005	2006	2005
Numerator:
Net income less preferred dividends	$1,156,918	$869,857	$3,341,270	$2,924,579
Denominator:
Weighted average common shares outstanding	1,345,535	1,341,307	1,345,150	1,338,792
Basic earnings per share	$0.86	$0.65	$2.48	$2.18
Numerator:
Net income	$1,156,918	$869,857	$3,341,291	$2,924,602
Interest expense on contingently convertible debt	8,100	5,520	21,841	13,997
Net income, as adjusted	$1,165,018	$875,377	$3,363,132	$2,938,599
Denominator:
Weighted average common shares outstanding	1,345,535	1,341,307	1,345,150	1,338,792
Common stock equivalents of outstanding stock options, deferred contingent common stock awards, restricted stock awards and convertible preferred stock(1)	10,373	8,568	10,301	6,250
Common stock equivalents of assumed conversion of contingently convertible debt	16,890	16,890	16,890	16,890
Total shares(1)	1,372,798	1,366,765	1,372,341	1,361,932
Diluted earnings per share(1)	$0.85	$0.64	$2.45	$2.16

(1) At September 30, 2006 and 2005, approximately 88,371 and 79,030 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.

9

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 September 30, 2006 and December 31, 2005 were as follows:

(In thousands) At September 30, 2006	Cost	Gross Unrealized Gains	Gross Unrealized (Losses)	Fair Value
Available-for-sale:
U.S. Treasury securities	$9,683	$ —	$(88)	$9,595
Commercial paper	106,496	31	—	106,527
Certificates of deposit	5,880	—	(2)	5,878
Corporate debt securities	488,604	252	(110)	488,746
Asset-backed securities	374,668	137	(50)	374,755
Mortgage-backed securities	195,945	122	(48)	196,019
Equity securities	19,990	11,892	(272)	31,610
Institutional fixed income fund	360,519	9,830	(4,861)	365,488
Total available-for-sale	1,561,785	22,264	(5,431)	1,578,618
Held-to-maturity	—	—	—	—
Total marketable securities	$1,561,785	$22,264	$(5,431)	$1,578,618
(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

10

WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

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

(In thousands)	Cost	Fair Value
Available-for-sale:
Due within one year	$285,367	$285,340
Due after one year through five years	581,932	582,164
Due after five years through 10 years	26,300	26,311
Due after 10 years	287,677	287,705
	$1,181,276	$1,181,520

Note 4. Pensions and Other Postretirement Benefits

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

	Pensions
(In thousands)	Three Months Ended September 30,				Nine Months Ended September 30,
Components of Net Periodic Benefit Cost	2006		2005		2006		2005
Service cost	$47,934		$41,544		$144,433		$125,116
Interest cost	70,431		66,523		211,001		200,376
Expected return on plan assets	(90,032	)	(84,121	)	(269,726	)	(252,936	)
Amortization of prior service cost	2,071		2,163		6,609		6,460
Amortization of transition obligation	115		266		342		832
Recognized net actuarial loss	32,582		26,840		97,549		80,759
Termination benefits	—		4,365		—		4,365
Curtailment loss	—		2,466		—		2,466
Net periodic benefit cost	$63,101		$60,046		$190,208		$167,438

	Other Postretirement Benefits
(In thousands)	Three Months Ended September 30,				Nine Months Ended September 30,
Components of Net Periodic Benefit Cost	2006		2005		2006		2005
Service cost	$12,269		$12,259		$36,803		$36,764
Interest cost	23,776		25,757		71,308		77,244
Amortization of prior service cost	(9,750	)	(5,231	)	(29,248	)	(15,694	)
Recognized net actuarial loss	13,178		12,040		39,519		36,110
Net periodic benefit cost	$39,473		$44,825		$118,382		$134,424

Net periodic benefit cost for pensions was higher in the 2006 third quarter and nine months 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 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.

11

WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

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

As of September 30, 2006, contributions of $161.4 million were made to the Company’s defined benefit pension plans and payments of $76.3 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 continued 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 July 2006, the Company established the Global Business Operations initiative as part of the productivity initiatives and entered into a master services agreement with Accenture LLP (Accenture). Accenture will provide the Company with transactional processing and administrative support services over a broad range of areas, including information systems and financial, human resources and accounting services. Transactional processing services are scheduled to commence in 2007.

The Company recorded charges of $80.2 million ($54.9 million after-tax or $0.04 per share-diluted) in the 2006 third quarter and $154.8 million ($106.4 million after-tax or $0.08 per share-diluted) in the 2006 first nine months related to the productivity initiatives. For the 2006 third quarter, these charges included severance and other related personnel costs of $45.2 million, accelerated depreciation for certain facilities expected to be closed of $24.5 million and period costs related to the implementation of the initiatives of $10.5 million. For the 2006 first nine months, these charges included severance and other related personnel costs of $64.1 million, accelerated depreciation for certain facilities expected to be closed of $62.6 million and period costs related to the implementation of the initiatives of $28.1 million.

In the 2005 third quarter and first nine months, the Company recorded pre-tax charges of $136.0 million related to its long-term productivity initiatives. These charges included severance and other related personnel costs of $119.2 million, accelerated depreciation for certain facilities expected to be closed of $6.6 million and period costs related to the implementation of the initiatives of $10.2 million. These charges were partially offset during the 2005 third quarter and first nine months by a pre-tax gain of $40.2 million related to the sale of certain assets. The impact of the charges less the asset sale gain on the 2005 third quarter and first nine months was $95.8 million ($63.4 million after-tax or $0.05 per share-diluted).

12

WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

The Company recorded the 2006 and 2005 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 2006 activities related to the Pharmaceuticals and Consumer Healthcare businesses and the charges were recorded to recognize costs associated with the Global Business Operations initiative, the costs of closing certain manufacturing facilities and the elimination of certain positions at the Company’s facilities. The 2005 activities were related to the Pharmaceuticals business and were recorded to recognize the costs of closing certain manufacturing facilities and the elimination of certain positions at the Company’s facilities and within the Pharmaceuticals sales force.

For the 2006 third quarter, charges of $31.3 million were recorded within Cost of Goods Sold, $43.7 million within Selling, General and Administrative Expenses and $5.2 million within Research and Development Expenses. For the 2006 first nine months, charges of $86.5 million were recorded within Cost of Goods Sold, $54.8 million within Selling, General and Administrative Expenses and $13.5 million within Research and Development Expenses. For the 2005 third quarter and first nine months, charges of $69.4 million were recorded within Cost of Goods Sold, $61.4 million within Selling, General and Administrative Expenses and $5.2 million within Research and Development Expenses, offset, in part, by the asset sale gain of $40.2 million recorded within Other Income, Net.

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 Nine Months	Net Payments/ Non-cash Charges	Reserve at September 30, 2006
Personnel costs	$238,900	$146,100	$64,100	$(51,500)	$158,700
Accelerated depreciation	105,500	—	62,600	(62,600)	—
Other closure/exit costs	41,200	700	28,100	(26,500)	2,300
Asset sales	(40,200)	—	—	—	—
	$345,400	$146,800	$154,800	$(140,600)	$161,000

13

WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

At September 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 primarily 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 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 September 30, 2006, there were 28,765,072 shares available for future grants under the Stock Incentive Plans, of which up to 4,881,798 shares were available for restricted stock awards.

14

WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

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 September 30, 2006 were $50.2 million and $35.9 million ($0.03 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 nine months ended September 30, 2006 were $185.2 million and $132.4 million ($0.10 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 third quarter included stock-based compensation expense for stock options, restricted stock and performance share awards and was recorded as follows: $8.9 million in Cost of Goods Sold, $55.3 million in Selling, General and Administrative Expenses and $25.2 million in Research and Development Expenses, as well as a related tax benefit of $25.5 million. The 2006 first nine months included stock-based compensation expense for stock options, restricted stock and performance share awards and was recorded as follows: $24.3 million in Cost of Goods Sold, $187.0 million in Selling, General and Administrative Expenses and $85.9 million in Research and Development Expenses, as well as a related tax benefit of $84.8 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 nine months ended September 30, 2006, have been classified as financing cash flows.

15

WYETH

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 third quarter and first nine months as 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 September 30, 2005		Nine Months Ended September 30, 2005
Net income, as reported	$869,857		$2,924,602
Add: Stock-based employee compensation expense included in reported net income, net of tax	24,525		51,215
Deduct: Total stock-based employee compensation expense determined under fair value-based method for all awards, net of tax	(74,686	)	(220,333	)
Adjusted net income	$819,696		$2,755,484
Earnings per share:
Basic—as reported	$0.65		$2.18
Basic—adjusted	$0.61		$2.06
Diluted—as reported	$0.64		$2.16
Diluted—adjusted	$0.60		$2.03

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 $5.1 million and $8.4 million, both net of tax for the 2006 and 2005 third quarter, respectively. The impact of accelerated vesting on the pro forma stock-based compensation expense would have resulted in an expense reduction of $18.6 million and $11.8 million, both net of tax for the 2006 and 2005 first nine months, respectively.

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.

16

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. 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 nine months ended September 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 nine months was $12.92 per option as determined using the following assumptions:

Range of expected volatility	24.0% - 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%

A summary of stock option activity during the nine months ended September 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	12,344,070		48.18
Canceled/forfeited	(2,713,537	)	50.08
Exercised	(9,289,545	)	37.01
Outstanding at September 30, 2006	155,291,727		49.77	$257,830
Exercisable at September 30, 2006	123,237,509		$51.12	$215,771

17

WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

The following table summarizes information regarding stock options outstanding at September 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	12,588,534	4.1 years	$35.67	12,015,575	$35.57
40.00 to 49.99	65,911,833	8.0 years	42.91	34,577,884	41.34
50.00 to 59.99	42,950,228	3.7 years	55.15	42,802,918	55.17
60.00 to 65.32	33,841,132	4.3 years	61.52	33,841,132	61.52
	155,291,727			123,237,509

The total intrinsic value of options exercised during the nine months ended September 30, 2006 was $110.4 million. As of September 30, 2006, the total remaining unrecognized compensation cost related to stock options was $249.5 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 September 30, 2006 and changes during the nine months ended September 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	4,186,845		46.55
Vested	(1,877,270	)	44.01
Forfeited	(141,860	)	43.98
Nonvested units at September 30, 2006	8,479,260		$44.41

As of September 30, 2006, the total remaining unrecognized compensation cost related to time-vested restricted stock and performance-based restricted stock awards amounted to $113.2 million and $81.4 million, respectively, which will be amortized over the respective remaining requisite service periods ranging from 1 month to 4 years.

Note 7. Contingencies and Commitments

The Company is involved in various legal proceedings, including product liability, patent, commercial, antitrust and environmental 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 Reports on Form 10-Q for the quarterly periods ended March 31, 2006 and June 30, 2006, and Current Reports on Form 8-K filed since the filing of the 2005 Annual Report on Form 10-K. 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.

18

WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Like all pharmaceutical companies in the current legal environment, the Company is involved in litigation, including product liability and patent litigation, which is significant to its business, complex in nature and difficult to predict. Product liability claims, regardless of their merits or their ultimate outcome, are costly and divert management attention and may adversely affect the Company’s reputation and demand for its products, as well as result in significant damages. Patent litigation, if resolved unfavorably, can injure the Company’s business by subjecting the Company’s products to earlier than expected generic competition, and also can give rise to payment of significant damages or restrictions on the Company’s future ability to operate its business.

The Company intends to vigorously defend itself and its products in the litigation described below and in its prior filings, and believes its legal positions are strong. However, in light of the circumstances discussed above, it is not possible to determine the ultimate outcome of the Company’s legal proceedings and therefore, it is possible that the ultimate outcome of these proceedings could be material to the Company’s results of operations, cash flows and financial position.

Product Liability Litigation

Diet Drug Litigation

The litigation against the Company alleging that the Company’s former weight loss products, REDUX and/or PONDIMIN, caused certain serious conditions, including valvular heart disease and primary pulmonary hypertension (PPH) 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 quarterly periods ended March 31, 2006 and June 30, 2006. Total diet drug litigation payments were $1,364.1 million and $2,642.6 million for the 2006 third quarter and first nine months, respectively, of which $233.7 million and $795.5 million for the 2006 third quarter and first nine months, 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 first nine months payments of $2,642.6 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 September 30, 2006, $590.5 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. The Company has taken charges in connection with the REDUX and PONDIMIN diet drug matters which to date total $21,100.0 million. The $3,070.0 million reserve balance at September 30, 2006 represents management’s best estimate, within a range of outcomes, of the aggregate amount required to cover diet drug litigation costs. It is possible that additional reserves may be required in the future, although the Company does not believe that the amount of any such additional reserves is likely to be material.

19

WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Approximately 63,000 individuals who chose to leave the national settlement filed Intermediate or Back-End opt out lawsuits against the Company. As of September 30, 2006, the Company had reached agreements, or agreements in principle, to settle the claims of approximately 99% of these claimants. As of September 30, 2006, approximately 50,000 of these claimants had received settlement payments following the dismissal of their cases.

As of October 15, 2006, the Company was a defendant in approximately 95 pending lawsuits (excluding those lawsuits that have been settled in principle in connection with the Intermediate or Back-End opt out settlements described in the preceding paragraph) in which the plaintiff alleges a claim of PPH, alone or with other alleged injuries. 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. On August 8, 2006, a jury in the Philadelphia County, PA Court of Common Pleas hearing the case of Wier, et al. v. Wyeth, Inc., et al., No. 2004-06-001646, returned a verdict in favor of the plaintiff following the first phase of a bifurcated trial. The jury found that plaintiff had developed PPH as a result of her use of PONDIMIN and set the amount of plaintiff’s compensatory damages at $300,000. Prior to the start of the second, liability phase of the trial, the case was settled.

HT Litigation

As of October 15, 2006, the Company is defending approximately 5,000 actions brought on behalf of approximately 8,500 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.

On September 15, 2006, a jury in the United States District Court for the Eastern District of Arkansas returned a verdict in favor of the Company in the case of Reeves, et al. v. Wyeth, No. 4:05CV00163 WRW. On October 4, 2006, a jury in the Philadelphia County, PA Court of Common Pleas hearing the case of Nelson, et al. v. Wyeth, et al., No. 2004-01-001670, returned a verdict in favor of the plaintiff following the first phase of a bifurcated trial. The jury found that plaintiff had developed breast cancer as a result of her use of PREMPRO and set the amount of compensatory damages for plaintiff and her co-plaintiff husband at $1.5 million. Prior to the start of the second, liability phase of the trial, a mistrial was declared by the court and the first phase verdict was set aside. The Nelson case is expected to be re-tried in January 2007. Trials of additional hormone therapy cases are also scheduled for 2007.

20

WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

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 the U.S. Food and Drug Administration (FDA) approval to market generic pantoprazole sodium 20 mg and 40 mg delayed release tablets. Pantoprazole sodium is the active ingredient used in PROTONIX. As further reported therein, the Company, together with its licensing partner, Altana, has instituted litigation against two generic companies in the United States District Court for the District of New Jersey, alleging infringement of the pantoprazole compound patent expiring in 2010, and seeking declaratory and injunctive relief against infringement of this patent prior to its expiration.

In July 2006, the Company received notification from KUDCO Ireland, Ltd. (Kudco), that Kudco has filed an ANDA seeking FDA approval to market generic pantoprazole 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. On August 4, 2006, the Company, together with Altana, filed suit against Kudco in the United States District Court for the District of New Jersey alleging infringement of the patent expiring in 2010 and seeking declaratory and injunctive relief against infringement of this patent prior to its expiration.

EFFEXOR Litigation

On July 26, 2006, Alza Corporation (Alza) 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 filed an Answer and Counterclaims, claiming that the Alza patent is not infringed, and is invalid and unenforceable for inequitable conduct. The Company also asserts that Alza’s patent is unenforceable against Wyeth because of estoppel, laches, unclean hands, and because Wyeth has an implied license to the Alza patent. The Company further asserts that Alza is equitably estopped from proceeding with this patent litigation against the Company, and that Alza’s actions constitute breach of contract and breach of the implied covenant of good faith and fair dealing. Following Alza’s filing of the lawsuit, the Company filed a Request for Reexamination of the Alza patent with the United States Patent and Trademark Office, which Request has been granted. Together with the filing of its Answer and Counterclaim, the Company also asked the District Court to stay the litigation pending the outcome of this reexamination proceeding. The Company will vigorously defend itself against Alza’s allegations.

21

WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

As discussed in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2006, the Company filed suit in the United States District Court for the Central District of California against Anchen Pharmaceuticals, Inc. (Anchen) and related parties, alleging that the filing of an ANDA by Anchen seeking FDA approval to market 150 mg venlafaxine HCl extended release capsules infringes certain of the Company’s patents. On October 10, 2006, the Company received notice from Anchen that Anchen had filed an ANDA seeking FDA approval to market 37.5 mg and 75 mg venlafaxine HCl extended release capsules. Anchen alleges that these same patents are invalid, unenforceable and/or not infringed. The Company is evaluating the allegations in Anchen’s notice.

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. 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. Lupin has appealed the District Court’s decision to the Court of Appeals for the Federal Circuit.

Commercial Litigation

Average Wholesale Price Litigation

In the litigation involving allegations that the Company and other defendant pharmaceutical companies artificially inflated the Average Wholesale Price (AWP) of their drugs, described in additional detail in the Company’s 2005 Financial Report as incorporated in its 2005 Annual Report on Form 10-K, two additional New York counties have filed AWP actions naming the Company and numerous other pharmaceutical manufacturers as defendants.

22

WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Other Pricing Matters

Both Central Alabama Comprehensive Healthcare, Inc. v. Aventis Pharmaceutical, Inc., et al., No. 3:04-CV-00673-MHT-VPM, U.S.D.C., M.D. Ala., and County of Santa Clara v. Wyeth-Ayerst Laboratories, Inc., et al., No. G05228108, Super. Ct., Alameda Cty., Calif., discussed in the Company’s 2005 Financial Report as incorporated in its 2005 Annual Report on Form 10-K, each of which alleged that the Company and the other pharmaceutical company defendants violated pricing guidelines established by Section 340B of the Public Health Service Act, 42 U.S.C. §256b, and breached the Pharmaceutical Pricing Agreements entered into with Centers for Medicare and Medicaid Services (CMS), have been dismissed.

23

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
	Three Months				Nine Months
(In thousands)	Ended September 30,				Ended September 30,
Segment	2006		2005		2006		2005
Pharmaceuticals	$	4,260,502	$	3,872,319	$	12,582,265	$	11,458,810
Consumer Healthcare		663,341		636,195		1,815,532		1,853,035
Animal Health		211,953		207,747		732,679		697,249
Total	$	5,135,796	$	4,716,261	$	15,130,476	$	14,009,094

	Income (Loss) Before Income Taxes
	Three Months						Nine Months
(In thousands)	Ended September 30,						Ended September 30,
Segment	2006			2005			2006			2005
Pharmaceuticals(1)(3)	$	1,400,516		$	1,248,384		$	4,176,492		$	3,671,986
Consumer Healthcare(1)(3)		173,852			184,884			354,703			403,698
Animal Health(1)		31,668			29,265			148,237			142,047
Corporate(1)(2)		(160,450	)		(198,423	)		(344,132	)		(336,112	)
Total	$	1,445,586		$	1,264,110		$	4,335,300		$	3,881,619

(1) Stock-based compensation expense for the 2006 third quarter and first nine months has been recorded in accordance with SFAS No. 123R, which the Company adopted as of January 1, 2006. Income before taxes for the 2006 third quarter and first nine months included stock-based compensation expense of $89,381 and $297,148, respectively, for stock options, restricted stock and performance share awards. For the 2006 third quarter, stock-based compensation was recorded within the reportable segments as follows: Pharmaceuticals – $61,715, Consumer Healthcare – $6,159, Animal Health – $2,493 and Corporate – $19,014. For the 2006 first nine months, stock-based compensation was recorded within the reportable segments as follows: Pharmaceuticals – $209,922, Consumer Healthcare – $20,572, Animal Health – $8,420 and Corporate – $58,234.

24

Income (loss) before taxes for the 2005 third quarter and first nine months included stock-based compensation expense of $36,843 and $76,858, 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 third quarter, stock-based compensation was recorded within the reportable segments as follows: Pharmaceuticals – $17,864, Consumer Healthcare – $1,762, Animal Health – $736 and Corporate – $16,481. For the 2005 first nine months, stock-based compensation was recorded within the reportable segments as follows: Pharmaceuticals – $39,232, Consumer Healthcare – $3,723, Animal Health – $1,537 and Corporate – $32,366.

(2) Corporate income (loss) before taxes included a net charge of $80,200 and $154,800 for the 2006 third quarter and first nine months, respectively, related to the Company’s productivity initiatives. The initiatives for the 2006 third quarter related to the reportable segments as follows: Pharmaceuticals – $79,500 and Consumer Healthcare – $700. The initiatives for the 2006 first nine months related to the reportable segments as follows: Pharmaceuticals – $146,800 and Consumer Healthcare – $8,000.

Corporate income (loss) before taxes included a net charge of $95,800 for the 2005 third quarter and first nine months related to the Company’s productivity initiatives. The activities related to the Pharmaceuticals business.

(3) Income before income taxes for the 2006 third quarter and first nine months included gains from product divestitures of approximately $4,400 and $37,300, 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 third quarter and first nine months included gains from product divestitures of $3,500 and $130,800, respectively, in the Pharmaceuticals segment primarily from the divestiture of product rights to SYNVISC. In addition, income before taxes for the 2005 third quarter and first nine months included gains from product divestitures of $33,500 and $49,200, respectively, in the Consumer Healthcare segment primarily from the divestiture of EPOCLER in Brazil and the SOLGAR line of products.

Note 9. Income Taxes

In the 2006 third quarter, the Company recorded a favorable income tax adjustment of $70.4 million ($0.05 per share-diluted) within the Provision for Income Taxes due to a release of a previously established valuation allowance against state deferred tax assets. Deferred tax assets result primarily from the recording of certain accruals and reserves that currently are not deductible for tax purposes and from tax loss carry forwards. Valuation allowances had previously been provided for certain state deferred tax assets due to uncertainty of generating sufficient taxable income in these state jurisdictions as a result of the REDUX and PONDIMIN diet drug litigation. Given the progress made in resolving the diet drug litigation claims in the 2006 third quarter (see Note 7 for further discussion), there is greater certainty regarding the status of this litigation. The Company considered these circumstances in re-evaluating the realizability of the state deferred tax assets.

25

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Nine Months Ended September 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 25 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 48 to 50 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 third 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.

26

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Nine Months Ended September 30, 2006

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 nine months worldwide net revenue	83%	12%	5%
% of 2006 first nine months segment net revenue generated outside U.S.	45%	43%	54%
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

27

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Nine Months Ended September 30, 2006

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 Nine Months Financial Highlights

· Worldwide net revenue increased 8% over the 2005 first nine months to $15,130.5 million;

· Pharmaceuticals net revenue increased 10% over the 2005 first nine months, reflecting the strong performance of PREVNAR, ENBREL, EFFEXOR, Nutrition, PROTONIX, the PREMARIN family of products, rhBMP-2 and TYGACIL offset, in part, by lower sales of ZOTON, which is experiencing generic competition;

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

· Animal Health net revenue increased 5% over the 2005 first nine months, reflecting higher sales of livestock and companion animal products, partially offset by lower sales of equine products.

Our Principal Products

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

(Dollars in millions)	2006 First Nine Months Net Revenue	% Increase over 2005 First Nine Months
EFFEXOR	$2,786.0	6%
PREVNAR	1,459.6	32%
PROTONIX	1,375.4	8%
ENBREL (outside of the U.S. and Canada)(1)	1,083.5	38%
Alliance revenue(2)	968.8	21%
Nutrition	894.1	14%
PREMARIN family	788.5	14%
ZOSYN/TAZOCIN	723.2	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 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.

28

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Nine Months Ended September 30, 2006

· 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 number one selling antidepressant globally.

· 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 third quarter was largely driven by activities associated with the commencement of national immunization programs in the United Kingdom, Germany and Mexico. 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 70 countries worldwide.

· 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. We are also tailoring our marketing programs to capitalize on unique local market opportunities. 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.

· 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 maintains 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. In July 2006, we launched the Sure Click auto injector in the U.S. to improve the customer’s convenience of use of ENBREL. During 2005, we launched ENBREL in Japan for the treatment of rheumatoid arthritis through our joint venture with Takeda Pharmaceutical Company, Limited (Takeda).

· 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.

29

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Nine Months Ended September 30, 2006

· Nutrition includes our infant formula and toddler products NURSOY, PROGRESS, PROMIL and S-26.

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

· 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 2006 first quarter. While demand for ZOSYN remains strong, results in the 2006 first half were limited by our recovery from manufacturing supply limitations that began in the 2005 fourth quarter. We are working to improve supply and continue to anticipate stronger growth for the ZOSYN franchise for the remainder 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 Reports on Form 10-Q for the quarterly periods ended March 31, 2006 and June 30, 2006.

Our Product Pipeline

Our New Drug Application (NDA) filings with the U.S. Food and Drug Administration (FDA) for PRISTIQ (desvenlafaxine succinate), a serotonin norepinephrine reuptake inhibitor (SNRI), for the treatment of major depressive disorder in 2005 and vasomotor symptoms associated with menopause in 2006 remain under regulatory review. With respect to PRISTIQ for the treatment of major depressive disorder (MDD), we expect to receive an FDA action letter in January 2007. With respect to PRISTIQ as a non-hormonal treatment for vasomotor symptoms (VMS) associated with menopause, we expect to receive an FDA action letter in April 2007.

We are currently conducting additional clinical trials in MDD, including studies at lower dosage levels, and plan to begin to evaluate the results of the low-dose studies in early 2007 before determining launch plans for PRISTIQ for the treatment of MDD. Our actual course and launch timing for the MDD indication will be predicated on three elements: FDA approval of our NDA for MDD, the results of the low-dose studies and the progress of FDA review of our NDA for VMS.

Our 2005 NDA filing with the FDA for LYBREL (levonorgestrel/ethinyl estradiol), a new low-dose, non-cyclic continuous combination oral contraceptive, remains under regulatory review. In June 2006, we received an approvable letter for LYBREL from the FDA, and submitted a complete response including additional stability data regarding the LYBREL manufacturing method. The FDA also indicated that it plans to convene a public meeting of contraceptive experts to discuss the clinical aspects of LYBREL. The anticipated topics include a review of the Pearl Index, which is a calculation of the pregnancy rates among study participants looking specifically at the data from the U.S. study, bleeding patterns, and the discontinuation rate among women taking LYBREL. We recently committed to the FDA to amend our LYBREL NDA to reflect a change to an improved manufacturing process. If FDA reviews this amendment in the current cycle we would expect action on our NDA no earlier than May 2007. We expect to launch LYBREL in 2007, subject to satisfactory resolution of items outlined in the approvable letter.

30

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Nine Months Ended September 30, 2006

During the 2006 second quarter, we filed an NDA for VIVIANT (bazedoxifene) for prevention of osteoporosis. On October 5, 2006, we filed an NDA for TORISEL (temsirolimus) for treatment of renal cell carcinoma, and on October 11, 2006, in concert with our partner Solvay Pharmaceuticals, an NDA was filed for bifeprunox for the treatment of schizophrenia.

We expect to make an NDA filing for 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 early 2007. In July 2006, we 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 can expedite 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.

In August 2006, the FDA conducted a pre-approval inspection at our Guayama, Puerto Rico manufacturing facility in connection with our currently pending NDA filing for PRISTIQ for the treatment of MDD. While the FDA did not issue any inspectional observations, the scope of the inspection was limited to manufacturing processes specific to the PRISTIQ MDD NDA. FDA approval of our pending NDA filings for PRISTIQ for the VMS indication, LYBREL, VIVIANT and bifeprunox will depend, among other factors, on satisfactory completion of pre-approval inspections for these products at our Guayama facility. As more fully described below under “Our Challenging Business Environment,” the facility is currently the subject of a Warning Letter from the FDA. FDA approval of each of the above mentioned NDAs is also contingent upon the FDA determining that the cGMP compliance status of the facility is satisfactory, which we do not expect to occur by the January 2007 FDA action date for our NDA for PRISTIQ for the treatment of MDD.

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.

31

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Nine Months Ended September 30, 2006

Our Diet Drug Litigation

We continue to address the challenges of our diet drug litigation. 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 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 September 30, 2006, we had reached agreements, or agreements in principle, to settle the claims of approximately 99% of the approximately 63,000 Intermediate and Back-End opt out claimants who have filed lawsuits against us. As of September 30, 2006, approximately 50,000 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.

The $3,070.0 million reserve balance at September 30, 2006 represents our best estimate, within a range of outcomes, of the aggregate amount required to cover diet drug litigation costs. It is possible that additional reserves may be required in the future, although we do not believe that the amount of any such additional reserves is likely to be material.

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 third quarter and first nine months results included stock option expense, which reduced diluted earnings per share by approximately $0.03 and $0.10, respectively. The 2005 third quarter and first nine months results, which have not been restated to include the impact of expensing stock options, would have been lower by approximately $0.04 and $0.13 per share-diluted, 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 $0.13 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.

32

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Nine Months Ended September 30, 2006

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 the FDA, and we are working 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, Puerto Rico site, including improving key standard operating procedures, hiring new personnel, undertaking additional training, expanding the senior leadership presence in Puerto Rico and engaging an independent expert consultant to supplement our oversight of good manufacturing practices, and we will be undertaking additional remedial actions. Although it remains our goal to resolve these issues as quickly as possible, we do not expect resolution of these issues before early 2007, and we cannot exclude the possibility that these issues will result in further regulatory action or delays in the approval of new products or release of approved products manufactured at the Guayama, Puerto Rico facility.

Additionally, we are faced with the moderating rate of growth of some of our major products, principally EFFEXOR XR (extended release capsules) and the other EFFEXOR products. 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 indicated that it may hold an advisory committee meeting on this topic but one has not yet been scheduled.

33

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Nine Months Ended September 30, 2006

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 United States 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 estimate that approximately two-thirds of EFFEXOR (immediate release tablets) prescriptions in the United States have been converted to Teva’s generic versions since its August 2006 launch, and we expect Teva’s launch of a generic version of EFFEXOR XR (extended release capsules) in Canada to decrease our sales of these products significantly in that market. While it is possible that Teva’s introduction of a generic version of EFFEXOR (immediate release tablets) in the United States could adversely impact our U.S. sales of EFFEXOR XR (extended release capsules), we have not experienced an impact to date and continue to anticipate that any impact will be modest given the significant differences in product profiles.

Additionally, generic versions of EFFEXOR (immediate release tablets) and EFFEXOR XR (extended release capsules) have been introduced in select markets outside of the United States and Canada. We expect the impact on our results during the balance of this year and 2007 to be modest and slow to accrue over time given that these markets outside of the United States and Canada represent a small portion of worldwide sales.

Our sales of ZOSYN could be significantly affected if the product faces generic competition in the United States and other major markets in the future. In February 2007, the compound patent claiming one of the active ingredients of ZOSYN expires in the United States. Additional process and manufacturing patents extend beyond this date. Our new formulation of ZOSYN was approved by the FDA in 2005 and has additional patent protection extending post-2020. Depending upon the FDA’s response to the petitions filed by Wyeth and third parties regarding ZOSYN, which are discussed in greater detail in Note 7 of our Quarterly Report on 10-Q for the quarterly period ended March 31, 2006 and Note 14 of our 2005 Financial Report as incorporated in our 2005 Annual Report on Form 10-K, we could face generic competition in the United States as early as the 2007 first quarter. The compound patents claiming one of the active ingredients of ZOSYN in most major countries outside the United States where we have patent protection expire in the 2007 third quarter. Thus, we may face generic competition in these countries as early as the 2007 third quarter.

34

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Nine Months Ended September 30, 2006

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. In connection with these initiatives, we entered into a master services agreement with Accenture LLP (Accenture) in July 2006. Accenture will provide us with transactional processing and administrative support services over a broad range of areas, including information systems and financial, human resources and accounting services. Transactional processing services are scheduled to commence in 2007. 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 $80.2 million and $154.8 million in the 2006 third quarter and first nine months, respectively. As of September 30, 2006, total net pre-tax charges of $345.4 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. For the balance of 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 Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees (APB 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 value of the underlying common stock at the date of the grant.

35

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Nine Months Ended September 30, 2006

Results of Operations

Net Revenue

Worldwide net revenue increased 9% for the 2006 third quarter and 8% for the 2006 first nine months compared with prior year levels. The increase in worldwide net revenue in the 2006 third quarter was due primarily to increases in the Pharmaceuticals and Consumer Healthcare segments. The increase in worldwide net revenue for the 2006 first nine months was due to increases in the Pharmaceuticals and Animal Health segments, offset, in part, by a decrease in the Consumer Healthcare segment. Excluding the favorable impact of foreign exchange, worldwide net revenue increased 7% for the 2006 third quarter. The impact of foreign exchange on worldwide net revenue was not significant for the 2006 first nine months.

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 September 30,
Segment	2006	2005	% Increase
Pharmaceuticals	$4,260.5	$3,872.3	10 %
Consumer Healthcare	663.3	636.2	4 %
Animal Health	212.0	207.8	2 %
Total	$5,135.8	$4,716.3	9 %
	Net Revenue
(Dollars in millions)	Nine Months Ended September 30,		% Increase/
Segment	2006	2005	(Decrease)
Pharmaceuticals	$12,582.3	$11,458.8	10 %
Consumer Healthcare	1,815.5	1,853.0	(2)%
Animal Health	732.7	697.3	5 %
Total	$15,130.5	$14,009.1	8 %

36

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Nine Months Ended September 30, 2006

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

Pharmaceuticals

Worldwide Pharmaceuticals net revenue increased 10% for both the 2006 third quarter and the 2006 first nine months due primarily to higher sales of PREVNAR, ENBREL (internationally), EFFEXOR, Nutrition products, PROTONIX, the PREMARIN family of products, rhBMP-2 and TYGACIL, 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. The increase in PROTONIX net revenue reflects the continued focus of the PROTONIX business towards the higher margin managed care segment. Additionally, alliance revenue increased 11% to $357.3 million for the 2006 third quarter and increased 21% to $968.8 million for the 2006 first nine months primarily as a result of higher sales of ENBREL in North America. Excluding the favorable impact of foreign exchange, worldwide Pharmaceuticals net revenue increased 8% for the 2006 third quarter. The impact of foreign exchange on Pharmaceuticals worldwide net revenue was not significant for the 2006 first nine months.

37

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Nine Months Ended September 30, 2006

Consumer Healthcare

Worldwide Consumer Healthcare net revenue increased 4% for the 2006 third quarter and decreased 2% for the 2006 first nine months. The increase in the 2006 third quarter was due primarily to an increase in sales of ADVIL, DIMETAPP and ROBITUSSIN. The decrease in the 2006 first nine months was due primarily to the absence of 2006 sales of SOLGAR products, which were divested in the 2005 third quarter, as well as lower sales of ROBITUSSIN 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 increased 3% for the 2006 third quarter and decreased 3% for the 2006 first nine months.

Animal Health

Worldwide Animal Health net revenue increased 2% for the 2006 third quarter due primarily to higher sales of livestock products. Worldwide Animal Health net revenue increased 5% for the 2006 first nine months due primarily to higher sales of livestock and companion animal products, partially offset by lower sales of equine products. Excluding the favorable impact of foreign exchange, worldwide Animal Health net revenue was flat for the 2006 third quarter. The impact of foreign exchange on Animal Health worldwide net revenue was not significant for the 2006 first nine months.

38

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Nine Months Ended September 30, 2006

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

Pharmaceuticals
	Three Months Ended September 30,		Nine Months Ended September 30,
(In millions)	2006	2005	2006	2005
EFFEXOR	$923.7	$860.6	$2,786.0	$2,617.8
PREVNAR	509.8	393.1	1,459.6	1,107.5
PROTONIX	452.5	404.7	1,375.4	1,268.0
ENBREL(1)	378.3	276.3	1,083.5	785.6
Nutrition	305.8	264.1	894.1	784.9
PREMARIN family	262.9	219.6	788.5	690.4
ZOSYN/TAZOCIN	244.6	226.7	723.2	686.6
Oral Contraceptives	105.3	132.0	349.5	407.8
BENEFIX	83.2	80.2	263.0	252.2
RAPAMUNE	83.8	77.5	245.6	220.8
rhBMP-2	74.1	67.9	230.6	177.5
REFACTO	77.7	70.6	225.2	203.1
ZOTON	27.7	89.8	106.9	311.9
TYGACIL	20.1	2.7	47.2	2.7
Alliance revenue(2)	357.3	321.0	968.8	798.0
Other	353.7	385.5	1,035.2	1,144.0
Total Pharmaceuticals	$4,260.5	$3,872.3	$12,582.3	$11,458.8

(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.

39

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Nine Months Ended September 30, 2006

Consumer Healthcare
	Three Months Ended September 30,		Nine Months Ended September 30,
(In millions)	2006	2005	2006	2005
CENTRUM	$171.7	$171.1	$475.8	$461.1
ADVIL(1)	150.4	135.1	447.9	396.1
ROBITUSSIN	78.0	71.8	146.5	166.4
CALTRATE	46.9	48.1	144.6	143.5
PREPARATION H	25.8	26.4	75.4	79.1
CHAPSTICK	32.5	32.5	72.6	78.1
DIMETAPP	28.4	20.6	54.3	54.6
ALAVERT	12.4	11.3	46.2	44.1
ADVIL COLD & SINUS(1)	16.6	18.7	42.5	60.2
SOLGAR(2)	—	6.0	—	58.5
Other	100.6	94.6	309.7	311.3
Total Consumer Healthcare	$663.3	$636.2	$1,815.5	$1,853.0

(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 September 30,		Nine Months Ended September 30,
(In millions)	2006	2005	2006	2005
Livestock products	$99.7	$94.1	$313.0	$292.0
Companion animal products	63.2	64.6	229.6	209.7
Equine products	22.0	23.5	107.0	115.2
Poultry products	27.1	25.6	83.1	80.4
Total Animal Health	$212.0	$207.8	$732.7	$697.3

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 we consider significant and approximated $588.6 million for the 2006 third quarter and $1,646.7 million for the 2006 first nine months compared with $569.6 million for the 2005 third quarter and $1,785.3 million for the 2005 first nine months.

40

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Nine Months Ended September 30, 2006

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 $22.8 million and $123.5 million for the 2006 third quarter and first nine months, respectively, compared with $39.8 million and $140.1 million for the 2005 third quarter and first nine months.

Operating Expenses

Stock-based compensation expense for the 2006 third quarter and first nine months 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 third quarter and first nine months included stock-based compensation expense for stock options, restricted stock and performance share awards. The 2005 third quarter and first nine months 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 nine months ended September 30, 2006 and 2005, stock-based compensation expense was recorded as follows:

	Three Months Ended September 30,		Nine Months Ended September 30,
(In millions)	2006	2005	2006	2005
Cost of goods sold	$8.9	$0.8	$24.3	$1.4
Selling, general and administrative expenses	55.3	28.6	187.0	59.0
Research and development expenses	25.2	7.4	85.9	16.5
Total stock-based compensation expense	$89.4	$36.8	$297.2	$76.9

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 27.0% for the 2006 third quarter compared with 28.9% for the 2005 third quarter due primarily to a decrease in charges associated with the Company’s productivity initiatives and to lower cost of goods sold related to cost savings resulting from the activities associated with the productivity initiatives. The 2006 first nine months decreased to 27.1% compared with 28.9% for the 2005 first nine months due primarily to lower inventory adjustments and lower cost of goods sold associated with ENBREL validation batches and Grange Castle pre-operating costs (which occurred in 2005) offset, in part, by higher 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, EFFEXOR and the PREMARIN family of products and the absence of 2006 first nine months sales of lower margin SOLGAR products, which were divested in the 2005 third quarter.

41

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Nine Months Ended September 30, 2006

Selling, general and administrative expenses, as a percentage of Net revenue, decreased 1.0% for the 2006 third quarter and decreased 0.9% for the 2006 first nine months as compared with 2005. The decreases were due primarily to lower selling expenses in the Pharmaceuticals and Consumer Healthcare segments, which were partially offset by the impact of expensing stock options and pre- and post-launch marketing costs for TYGACIL and LYBREL.

Research and development expenses increased 19% for the 2006 third quarter and increased 17% for the 2006 first nine months 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 (Income) Expense and Other Income

Interest (income) expense, net for the three and nine months ended September 30, 2006 and 2005 consisted of the following:

	Three Months Ended September 30,		Nine Months Ended September 30,
(In millions)	2006	2005	2006	2005
Interest expense	$145.8	$104.0	$423.0	$285.5
Interest income	(134.5)	(70.1)	(371.8)	(186.9)
Less: amount capitalized for capital projects	(19.4)	(13.7)	(51.3)	(31.2)
Total interest (income) expense, net	$(8.1)	$20.2	$(0.1)	$67.4

Interest income, net for the 2006 third quarter and first nine months was $8.1 million and $0.1 million, respectively, as compared to Interest expense, net of $20.2 million and $67.4 million for the 2005 third quarter and first nine months, respectively. The change was due to higher interest income and higher capitalized interest, offset partially by higher interest expense. Weighted average debt outstanding during the 2006 third quarter and first nine months was $9,130.3 million and $9,154.2 million, respectively, compared with prior year levels of $7,903.7 million and $7,873.3 million, respectively. The impact of higher weighted average debt outstanding on interest expense was offset by 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.

42

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Nine Months Ended September 30, 2006

Other income, net decreased by approximately $36.3 million and $142.8 million for the 2006 third quarter and first nine months, respectively, due primarily to lower net gains resulting from product divestitures. Pre-tax gains from the divestiture of certain Pharmaceuticals and Consumer Healthcare products were approximately $4.4 million and $38.7 million for the 2006 third quarter and first nine months, respectively, compared with prior year levels of $37.0 million and $180.0 million, respectively. The 2006 divestitures included product rights to MINOCIN in the United States. The 2005 divestitures included product rights to SYNVISC, EPOCLER (in Brazil) and the sale of the SOLGAR line of products. 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 September 30,					Nine Months Ended September 30,
(Dollars in millions) Segment	2006		2005		% Increase/ (Decrease)	2006		2005		% Increase/ (Decrease)
Pharmaceuticals(1)(3)	$	1,400.5	$	1,248.4	12%	$	4,176.5	$	3,672.0	14%
Consumer Healthcare(1)(3)		173.9		184.9	(6)%		354.7		403.7	(12)%
Animal Health(1)		31.7		29.2	9%		148.2		142.0	4%
Corporate(1)(2)		(160.5)		(198.4)	(19)%		(344.1)		(336.1)	2%
Total	$	1,445.6	$	1,264.1	14%	$	4,335.3	$	3,881.6	12%

(1) Stock-based compensation expense for the 2006 third quarter and first nine months has been recorded in accordance with SFAS No. 123R, which the Company adopted as of January 1, 2006. Income before taxes for the 2006 third quarter and first nine months included stock-based compensation expense of $89.4 and $297.2, respectively, for stock options, restricted stock and performance share awards. For the 2006 third quarter, stock-based compensation was recorded within the reportable segments as follows: Pharmaceuticals – $61.7, Consumer Healthcare – $6.2, Animal Health – $2.5 and Corporate – $19.0. For the 2006 first nine months, stock-based compensation was recorded within the reportable segments as follows: Pharmaceuticals – $209.9, Consumer Healthcare – $20.6, Animal Health – $8.4 and Corporate – $58.3.

43

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Nine Months Ended September 30, 2006

Income (loss) before taxes for the 2005 third quarter and first nine months included stock-based compensation expense of $36.8 and $76.9, 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 third quarter, stock-based compensation was recorded within the reportable segments as follows: Pharmaceuticals – $17.9, Consumer Healthcare – $1.7, Animal Health – $0.7 and Corporate – $16.5. For the 2005 first nine months, stock-based compensation was recorded within the reportable segments as follows: Pharmaceuticals – $39.2, Consumer Healthcare – $3.7, Animal Health – $1.6 and Corporate – $32.4.

(2) Corporate included a net charge of $80.2 and $154.8 for the 2006 third quarter and first nine months, respectively, and $95.8 million for the 2005 third quarter and first nine months related to the Company’s productivity initiatives. For the 2006 third quarter, the activities related to the reportable segments as follows: Pharmaceuticals – $79.5 and Consumer Healthcare – $0.7. For the 2006 first nine months, the activities related to the reportable segments as follows: Pharmaceuticals – $146.8 and Consumer Healthcare – $8.0. For the 2005 third quarter and first nine months, the activities related to the Pharmaceuticals business. Excluding these charges, Corporate expenses decreased approximately 22% and 21% for the 2006 third quarter and first nine months, respectively.

(3) Income before income taxes for the 2006 third quarter and first nine months included gains from product divestitures of approximately $4.4 and $37.3, 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 third quarter and first nine months included gains from product divestitures of $3.5 and $130.8, respectively, in the Pharmaceuticals segment primarily from the divestiture of product rights to SYNVISC. In addition, income before taxes for the 2005 third quarter and first nine months included gains from product divestitures of $33.5 and $49.2, respectively, in the Consumer Healthcare segment primarily from the divestiture of EPOCLER in Brazil and the SOLGAR line of products.

Worldwide Pharmaceuticals income before income taxes for the 2006 third quarter and first nine months increased 12% and 14%, 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 decreased 6% and 12% for the 2006 third quarter and first nine months, respectively. The 2006 third quarter decrease was due primarily to higher research and development expenses and lower other income, net, offset, in part, by higher net revenue and higher gross profit margins earned on worldwide sales of Consumer Healthcare products. The 2006 first nine months decrease was due primarily to lower net revenue, higher research and development expenses and lower other income, net, offset, in part, by lower selling and general expense, as a percentage of net revenue. The 2006 third quarter and first nine months 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 third quarter and first nine months increased approximately 9% and 4%, respectively. The 2006 third quarter and first nine months increases were due primarily to higher net revenue and decreased cost of goods sold, as a percentage of net revenue, offset, in part, by higher selling and general expenses, as 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.

44

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Nine Months Ended September 30, 2006

Corporate expenses, net for the 2006 third quarter decreased to $160.5 million from $198.4 million for the 2005 third quarter as a result of lower productivity initiative charges and lower interest (income) expense, net, offset in part, by lower other income, net. Corporate expenses, net for the 2006 first nine months were $344.1 million compared with $336.1 million for the 2005 first nine months. Corporate expenses, net for the 2006 first nine months were impacted by a decrease in interest (income) expense, net, which was partially offset by lower other income, net.

Income Taxes

The effective tax rates were 20.0% and 22.9% for the 2006 third quarter and first nine months, respectively, compared with 31.2% and 24.7%, respectively, for the prior year. Excluding certain items affecting comparability and assuming the expensing of stock options for the 2005 third quarter and first nine months (as discussed below under “Consolidated Net Income and Diluted Earnings Per Share Results”), the effective tax rate increased to 25.2% for the 2006 third quarter compared with 18.5% for the prior year and increased to 24.8% for the 2006 first nine months compared with 20.5% for the prior year. These increases reflect the impact of higher sales of certain Pharmaceuticals products (i.e. ENBREL and PREVNAR) that are manufactured in less favorable tax jurisdictions and increased expenditures on research and development in non-U.S. locations. The 2006 third quarter and first nine months rates do not assume the benefit of certain research and development tax credits since they have not yet been renewed for 2006. The 2005 rates were impacted by a 2005 third quarter $71.5 million tax refund related to prior year tax matters.

Consolidated Net Income and Diluted Earnings Per Share Results

Net income and diluted earnings per share for the 2006 third quarter were $1,156.9 million and $0.85, respectively, compared with net income and diluted earnings per share of $869.9 million and $0.64, respectively, in the 2005 third quarter, which represent increases of 33% and 33%, respectively. Net income and diluted earnings per share for the 2006 first nine months were $3,341.3 million and $2.45, respectively, compared with net income and diluted earnings per share of $2,924.6 million and $2.16, respectively, in the 2005 first nine months, which represent increases of 14% and 13%, respectively.

45

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Nine Months Ended September 30, 2006

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 following items that are included in net income and diluted earnings per share:

· 2006 third quarter and first nine months net charges of $80.2 million ($54.9 million after-tax or $0.04 per share-diluted) and $154.8 million ($106.4 million after-tax or $0.08 per share-diluted), respectively, related to our productivity initiatives.

· 2006 third quarter favorable income tax adjustment of $70.4 million ($0.05 per share-diluted) related to a reduction of certain deferred tax asset valuation allowances, as discussed in Note 9 to the consolidated condensed financial statements.

· 2005 third quarter and first nine months net charges of $95.8 million ($63.4 million after-tax or $0.05 per share-diluted) related to our productivity initiatives.

· 2005 third quarter income tax charge of $170.0 million ($0.12 per share-diluted) recorded in connection with the Company’s decision to repatriate approximately $3.1 billion of foreign earnings in accordance with the Jobs Creation Act of 2004.

The productivity initiatives charges, which include costs associated with the Global Business Operations initiative, the costs of closing certain manufacturing facilities, certain reorganization expenses and the elimination of certain positions at the Company’s facilities have been identified as significant items by the Company’s management as these charges are not considered to be indicative of continuing operating results. The 2006 favorable income tax adjustment, which relates to the reduction of certain deferred tax asset valuation allowances, and the 2005 income tax charge, which relates to the repatriation of foreign earnings, have each been identified as significant items by the Company’s management due to their nature and magnitude.

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 third quarter and first nine months results included stock option expense, which reduced diluted earnings per share by approximately $0.03 and $0.10, respectively. The 2005 third quarter results, which have not been restated to include the impact of stock options, would have included a charge of $67.3 million ($50.2 million after-tax or $0.04 per share-diluted) had we expensed stock options. Similarly, the 2005 first nine months results would have included a charge of $218.6 million ($169.1 million after-tax or $0.13 per share-diluted). Our management believes that including this expense as part of the 2005 third quarter and first nine months provides a more meaningful comparison of our operations for these accounting periods.

Excluding the 2006 third quarter and first nine months productivity initiative charges and income tax adjustment and assuming the expensing of stock options for the 2005 third quarter and first nine months, the increases in net income and diluted earnings per share for the 2006 third quarter and first nine months 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 (income) 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 third quarter and first nine months. The 2006 first nine months was also impacted by lower other income, net.

46

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Nine Months Ended September 30, 2006

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 third quarter and first nine months were $4.4 million ($2.4 million after-tax) and $38.7 million ($26.0 million after-tax or $0.02 per share-diluted), respectively, compared with $37.0 million ($24.3 million after-tax or $0.02 per share-diluted) and $180.0 million ($117.1 million after-tax or $0.09 per share-diluted), respectively, for the 2005 third quarter and first nine months.

Liquidity, Financial Condition and Capital Resources

Cash flows provided by operating activities totaling $1,735.2 million during the 2006 first nine months were generated primarily by net earnings of $3,341.3 million, offset, in part, by payments of $2,642.6 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 $768.3 million of cash as of September 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 $274.9 million relating to timing of payments, an increase in accounts receivable of $288.1 million relating to increased sales, an increase in inventory of $82.5 million due to increased inventory levels to support higher sales and a decrease in accrued taxes of $90.3 million due to timing of payments. The change in working capital, which used $583.8 million of cash as of September 30, 2005 excluding the effects of foreign exchange, was more than offset by non-cash depreciation and amortization expense and tax on repatriation included in net earnings. The change in working capital primarily consisted of an increase in accounts receivable of $334.2 million relating to increased sales, a decrease in accounts payable and accrued expenses of $239.5 million relating to timing of payments, an increase in accrued taxes of $237.1 million due to timing of payments, and an increase in other current assets of $229.0 million resulting from increased receivables for alliance revenue, interest income and income tax claims.

During the 2006 first nine months, we used $1,776.3 million of cash for purchases of marketable securities, $786.5 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 $816.4 million and the sales of assets totaling $43.7 million.

47

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Nine Months Ended September 30, 2006

Our financing activities in the 2006 first nine months included dividend payments of $1,009.0 million and purchases of common stock for treasury of $367.0 million.

Included in Accrued Expenses is the current portion of the reserves for diet drug litigation in the amount of $2,370.0 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 September 30, 2006, we had outstanding $9,239.5 million in total debt, which consisted of notes payable and other debt. Maturities of our obligations as of September 30, 2006 are set forth below.

(In millions)	Total	Less than 1 year	1-3 years	4-5 years	Over 5 years
Total debt	$9,239.5	$4.4	$443.7	$1,554.7	$7,236.7

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

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

(1) On November 1, 2006, Moody’s placed the Company’s long-term debt rating under review for possible upgrade.

As more fully described in Note 7 to the consolidated condensed financial statements and in prior filings, the Company is involved in various legal proceedings. The Company intends to vigorously defend itself and its products in these litigations and believes its legal positions are strong. However, in light of the circumstances discussed therein, it is not possible to determine the ultimate outcome of our legal proceedings and therefore, it is possible that the ultimate outcome of these proceedings could be material to our financial position, results of operations and/or cash flows.

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:

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

48

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Nine Months Ended September 30, 2006

· 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;

· 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;

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

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

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

· Sufficiency of facility capacity for growth;

· Changes in our product mix;

· Our ability to succeed in our strategy of focusing on higher value prescriptions within the third-party managed care segment;

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

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

· Prospects for our product candidates;

· Estimates and assumptions used in our critical accounting policies;

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

· 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;

· Various aspects of the diet drug litigation;

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

· Assumptions used in calculations of deferred tax assets;

· Future charges related to implementing our productivity initiatives;

· 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;

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

· The projected impact of expensing stock options;

· Plans to vigorously defend various lawsuits;

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

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

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

49

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Nine Months Ended September 30, 2006

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

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

· Impact of competitive products, including generics; and

· 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 (including with respect to our Guayama, Puerto Rico manufacturing facility)); 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 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.

50

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 September 30, 2006, the fair values of our financial instruments were as follows:

(In millions) Description	Notional/ Contract Amount	Carrying Value			Fair Value
		Assets (Liabilities)
Forward contracts(1)	$1,658.1	$	—		$	—
Interest rate swaps	5,300.0		(38.1	)		(38.1	)
Outstanding debt(2)	9,278.3		(9,239.5	)		(9,590.7	)

(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 contracts would collectively decrease or increase by approximately $48.1.

(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 $725.5.

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, and interest rate swaps reflects the present value of the contracts at September 30, 2006 and the fair value of outstanding debt instruments reflects a current yield valuation based on observed market prices as of September 30, 2006.

Item 4. Controls and Procedures

As of September 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 third 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.

51

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.

52

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 third 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)
July 1, 2006 through July 31, 2006	80,753	$	48.11	78,400	9,515,500
August 1, 2006 through August 31, 2006	1,122,951		47.59	1,122,000	8,393,500
September 1, 2006 through September 30, 2006	646,186		48.92	640,300	7,753,200
Total	1,849,890	$	48.07	1,840,700

(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 third quarter: (i) the surrender to the Company of 425 shares of common stock to pay the exercise price in connection with the exercise of employee stock options; (ii) the deemed surrender to the Company of 2,255 shares of common stock to satisfy tax withholding obligations in connection with the distribution of shares held in trust for employees who deferred receipt of such shares; and (iii) the surrender to the Company of 6,510 shares of common stock to satisfy tax withholding obligations for employees in connection with the issuance of restricted stock and/or performance share awards.

53

Item 6. Exhibits

Exhibit No.	Description
(10.31 A)	Amendment to the Wyeth Management Incentive Plan (as amended through January 1, 2006, and further amended and clarified, effective as of January 1, 2005)
(10.42)	Wyeth Executive Retirement Plan (amended and restated effective as of January 1, 2005)
(10.60)	Wyeth 2005 (409A) Deferred Compensation Plan (effective January 1, 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.

54

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: November 6, 2006

55

Exhibit Index

Exhibit No.	Description
(10.31 A)	Amendment to the Wyeth Management Incentive Plan (as amended through January 1, 2006, and further amended and clarified, effective as of January 1, 2005)
(10.42)	Wyeth Executive Retirement Plan (amended and restated effective as of January 1, 2005)
(10.60)	Wyeth 2005 (409A) Deferred Compensation Plan (effective January 1, 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-10.31A

Exhibit 10.31A

Amendment to the Wyeth Management Incentive Plan

The Wyeth Management Incentive Plan, as amended through January 1, 2006, is further amended and clarified, effective as of January 1, 2005 (unless otherwise provided) as follows:

1. Paragraph IV is clarified by adding the following sentence at the end thereof:

Participation in the Plan is limited to Employees who are Participants therein and no new awards may be granted under the Plan.

2. Effective as of January 1, 2005, paragraph VI(3)(d) shall cease to be in effect and shall be deleted in its entirety and paragraph VI(3)(e) shall become paragraph VI(3)(d).

3. Effective as of January 1, 2005, paragraph XII shall be deleted in its entirety and replaced with the following new paragraph XII:

XII. Section 409A Amendments

Notwithstanding anything in the Plan to the contrary, effective as of January 1, 2005 (unless otherwise provided herein), the Plan is amended as set forth in this Section XII in order to avoid adverse or unintended tax consequences under Section 409A of the Internal Revenue Code of 1986, as amended, and the applicable rules and regulations thereunder (“Section 409A”) to any Participant. The provisions of this paragraph XII shall apply to the entire portion of a Participant’s award under the Plan, notwithstanding any contrary provision of the Plan, and shall accordingly supersede the other provisions of the Plan to the extent necessary to eliminate inconsistencies between this paragraph XII and such other provisions. References to paragraphs are references to paragraph in the Plan, unless otherwise provided. Capitalized terms not otherwise defined in paragraph II or in the text of the Plan shall have the meanings set forth in paragraph XII(7).

(1) Payments to Participants Separating from Service in 2004 or 2005

A 4000 Share Participant who incurs a Separation from Service in 2004 or 2005 shall be permitted to elect, by no later than December 31 of the calendar year in which the Separation from Service occurs, the Payment Date for his Contingent Award Account. A 4000 Share Participant who incurs a Separation from Service in 2005 shall not be permitted to elect a Payment Date that is earlier than February 1, 2007.

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

(a) A 4000 Share Participant who incurs a Separation from Service on or after January 1, 2006, shall be permitted to elect, by no later than December 31, 2006,

the form of payment of his Contingent Award Account (five or ten annual installments) and a Payment Date. This Payment Date must not be any earlier than the first business day of February of the calendar year following the calendar year in which the Separation from Service occurs; provided, however, that a Participant who incurs a Separation from Service in 2006 and does not make an election pursuant to this paragraph XII(2)(a) by January 31, 2006 shall not be permitted to elect a Payment Date that is earlier than February 1, 2008.

(b) Effective as of January 1, 2006, the Contingent Award Account of a 4000 Share Participant described in paragraph XII(2)(a) who satisfies the requirements described in paragraph VI(4), but who does not make an election in accordance with paragraph XII(2)(a), shall be issued to such Participant in five approximately equal annual installments, commencing on the first business day of February (i) in 2008, if the Separation from Service is in 2006, and (ii) in the calendar year following the end of the calendar year in which the Participant’s Separation from Service occurs, if the Separation from Service occurs on or after January 1, 2007.

(3) Distribution in the Event of Financial Hardship

(a) Effective as of January 1, 2005, a Participant may submit a written request for an accelerated issuance of all or a portion of the shares of Common Stock credited to his Contingent Award Account shares in the event the Participant experiences an Unforeseeable Financial Emergency. The Committee, or such person or persons to whom the Committee delegates responsibility, shall evaluate any such request as soon as practicable in accordance with Section 409A. If the Committee or its delegate determines in its sole discretion that the Participant is experiencing an Unforeseeable Financial Emergency, the Committee or its delegate shall direct the Company to issue to the Participant, as soon as practicable following such determination, such number of shares of Common Stock credited to the Participant’s Contingent Award Account; provided that the value of such shares of Common Stock does not exceed the amount reasonably necessary to satisfy the Unforeseeable Financial Emergency and any federal, state and local income taxes or penalties reasonably anticipated as a result of such issuance of shares. A distribution on account of an Unforeseeable Financial Emergency shall not be made to the extent such Unforeseeable Financial Emergency is, or may be, relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship).

(b) For purposes of this paragraph XII(3), the value of the shares of Common Stock shall be calculated based on the average of the high and low share prices for the Common Stock as reported on the Consolidated Transaction Reporting System on the trading day immediately preceding the date of approval by the Committee. The Participant must provide adequate documentation to the Committee in order to be eligible for the issuance of shares to confirm the amount needed to satisfy the costs related to the Unforeseeable Financial Emergency and the taxes payable on the release of such shares.

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(c) Effective as of January 1, 2007, if, immediately following a distribution on account of an Unforeseeable Financial Emergency pursuant to paragraph XII(3), the number of shares of Common Stock credited to the Contingent Award Account of a Participant is 4,000 or less (appropriately adjusted for stock splits or other corporate restructurings), all such shares credited to the Contingent Award Account shall be issued to the Participant, notwithstanding any election pursuant to paragraph XII(2), (i) in accordance with the last sentence of paragraph VI(3)(b), if the Participant has not incurred a Separation from Service as of the date of such distribution and (ii) as of the last Thursday in January in the calendar year following the calendar year in which such distribution is made, if the Participant incurred a Separation from Service prior to such distribution. If, immediately following a distribution on account of an Unforeseeable Financial Emergency pursuant to paragraph XII(3), the number of shares of Common Stock credited to the Contingent Award Account of a Participant exceeds 4,000 (appropriately adjusted for stock splits or other corporate restructurings), the number of shares issued to the Participant due to the Unforeseeable Financial Emergency pursuant to this paragraph XII(3) shall be deducted from the remaining installments (if any) to be issued to the Participant starting with the last in time of such installments scheduled to be issued.

(4) General Rules

Notwithstanding anything in this paragraph XII to the contrary:

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

(b) All unissued shares of Common Stock in the Contingent Award Account of a Participant who incurs a Separation from Service prior to his 80^th birthday shall be issued as of the last day of the year following the Participant’s 80^th birthday.

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

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

3

(e) Notwithstanding any provision in this paragraph XII to the contrary, effective for Separation from Service (other than by reason of death) occurring on or after January 1, 2005, if, at the time of a Participant’s Separation from Service, the Participant is a “specified employee” within the meaning of Section 409A, then, solely to the extent necessary to avoid the imposition on any Participant of an additional tax or interest pursuant to Section 409A, any shares of Common Stock issuable to the Participant under the Plan during the period beginning on the date of the Participant’s Separation from Service and ending on the six-month anniversary of such date (whether as a lump sum or a first installment) shall be delayed and issued to the Participant as of the first day following such sixth-month anniversary date. All subsequent installments (if any) issuable to such Participant shall be issued in accordance with paragraphs XII(1) or (2) and (4), without regard to the six-month delay required by this paragraph XII(4)(e).

(f) In the event of the Participant’s Separation from Service due to his death, any unpaid installments of his Contingent Cash Awards shall be paid and any unissued shares of stock from his or her Contingent Award Account shall be issued, notwithstanding any election by the Participant pursuant to paragraph XII(1) or (2), in a lump sum as of the last day of the month following the date of the Participant’s death or as soon as administratively practicable thereafter; provided that the Participant had not incurred a Separation from Service on or before the time of his or her death or up to the date of his or her death had complied with the conditions set forth in paragraph VI(d). If the Participant (A) was not employed by the Company at the time of his or her death and (B) up to the date of his or her death had not complied with the conditions set forth in paragraph VI(4)(d), such awards shall be forfeited. If a Participant dies on or after the date of the Participant’s Separation from Service and prior to distribution of the Catch-up Amount, any amount delayed pursuant to paragraph XII(4)(d) shall be issued to the Participant’s legal representative or legatee or such other person designated by an appropriate court as the person entitled to receive the same, as applicable, on the first business day of the month following the date of the Participant’s death.

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

4

(5) Section 409A Compliance

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) Plan Termination

The termination of the Plan shall not result in any acceleration of the issuance of any Common Stock in a Participant’s Contingent Award Account, unless (a) 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, (b) 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, (c) all payments under the Plan are made within 24 months of the termination of the arrangements and (d) 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.

(7) Definitions

The following terms used in paragraph XII shall have the meanings set forth below:

“4000 Share Participant” means a Participant who, as of December 31 of the calendar year in which his Separation from Service occurs, has a Contingent Award Account credited with more than 4,000 shares of Company Common Stock (appropriately adjusted for stock splits or other corporate restructurings).

“Payment Date” means the specified date as of which the shares credited to a Participant’s Contingent Award Account shall be issued or commence to be issued pursuant to paragraph VI(3)(b).

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

5

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

*    *    *    *    *

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

6

EX-10.42

Exhibit 10.42

WYETH

EXECUTIVE RETIREMENT PLAN

(amended and restated effective as of January 1, 2005)

PURPOSE

The purpose of the Plan is to provide competitive executive retirement benefits for key executives and to enhance the ability of the Company to attract and retain key senior executives. The Plan is intended to constitute an unfunded deferred compensation plan for a select group of management or highly compensated employees within the meaning of ERISA, and shall be construed and administered accordingly.

The Plan is an amendment and restatement of the Prior Plan, effective as of the Restatement Date.

Capitalized terms not otherwise defined in the text hereof shall have the meanings set forth in Section 1.

SECTION 1

DEFINITIONS

1.1 Rules of Construction. Except where the context indicates otherwise, any masculine terminology used herein shall also include the feminine gender, and the definition of any term herein in the singular shall also include the plural. All references to sections and appendices are, unless otherwise indicated, to sections or appendices of the Plan.

1.2 Terms Defined in the Plan. Whenever used herein, the following terms shall have the meanings set forth below:

(a) “25, 50, 75 or 100% Joint and Survivor Annuity” has the meaning set forth in Section 5.5(a)(2).

(b) “409A Benefit” has the meaning set forth in Section 4.4(b).

(c) “Administrative Record Keeper” means the person or persons designated by the Committee in accordance with Section 2.

(d) “Affiliate” means any corporation which is included in a controlled group of corporations (within the meaning of Section 414(b) of the Code) which includes Wyeth, any trade or business (whether or not incorporated) which is under common control with Wyeth (within the meaning of Section 414(c) of the Code), any organization included in the same affiliated service group (within the meaning of Section 414(m) of the Code) as Wyeth and any other entity required to be aggregated with Wyeth pursuant to Section 414(o) of the Code.

(e) “Annual Pension Earnings” means the sum of a Participant’s (i) base salary rate (without regard to salary deferral contributions subject to Section 401(k) of the Code and elective contributions to a plan subject to Sections 125 and 132(f) of the Code) as of January 1^st of each calendar year and (ii) any cash bonuses paid by the Company in such calendar year in each

case calculated as if (A) the Participant’s compensation for each calendar year included the Participant’s Deferrals for each such year and (B) the Code Limits did not apply.

(f) “Beneficiary” means, with respect to death benefits payable under Sections 5.2(c), 5.3(d), 5.5(a)(3), 5.5(a)(4) and 5.6, as applicable, a Participant’s Surviving Spouse or, if there is no Surviving Spouse, the Participant’s estate. Participants shall not be permitted or required to make Beneficiary designations under the Plan. If the Surviving Spouse of a Participant is legally impaired or prohibited from receiving any amounts under the Plan otherwise payable to a Beneficiary, the Participant’s Beneficiary shall be the Participant’s estate. The term Beneficiary shall not refer to any “contingent annuitant” applicable to a Participant in connection with a Payment Form.

(g) “Board of Directors” means the Board of Directors of Wyeth (or any Committee of the Board of Directors to whom the Board of Directors delegates, from time to time, its authority hereunder).

(h) “Business Day” means each day on which the New York Stock Exchange is open for business.

(i) “Code” means the Internal Revenue Code of 1986, as amended, and any applicable rulings and regulations promulgated thereunder.

(j) “Code Limits” means Sections 401(a)(17) and 415 of the Code and any other provisions of the Code which limit the amount of benefits that a Participant may accrue or receive under or from the Retirement Plan.

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

(l) “Company” means Wyeth and its Affiliates.

(m) “Company Non-Account Plan” means any arrangement sponsored by the Company, other than the Plan, that is a “non-account balance plan,” as such term is defined under Section 409A.

(n) “Corporate Officer” means a principal officer of Wyeth, as described in Paragraph 30 of the By-Laws of Wyeth.

(o) “Credited Service” has the meaning ascribed to it in the Retirement Plan as of January 1, 2006, and, prior to such date, has the meaning ascribed to “Wyeth Service”, as such term was defined in the Retirement Plan prior to January 1, 2006. Under the terms of the Prior Plan and continuing under the Plan, effective June 16, 2004, Credited Service also includes all service with any Affiliate (including any non-U.S. Affiliate).

(p) “DCP” means the Prior DCP and the New DCP.

(q) “DCP Option” has the meaning set forth in Section 5.5(a)(6).

2

(r) “Default Payment Date” means (i) with respect to a Participant’s Grandfathered Benefit, the first day of the month on which benefits commence to be paid to the Participant under the Retirement Plan; and (ii) with respect to a Participant’s 409A Benefit, the following: (A) for a Participant who incurs a Separation from Service with a Vested Plan Benefit prior to attaining age 55, the first day of the month coincident with or next following the month in which he attains age 55; and (B) for a Participant who incurs a Separation from Service with a Vested Plan Benefit on or after attaining age 55, the first day of the month following his Separation from Service; provided, however, that the Default Payment Date for a Participant’s Grandfathered Benefit and/or 409A Benefit shall not be later than the later of the Participant’s Normal Retirement Date and the first day of the month following the month in which occurs the Participant’s Separation from Service; and provided further, that, if the Participant participates in the SERP prior to becoming eligible to participate in the Plan, his Default Payment Date under the Plan shall be his “Payment Date” under the SERP.

(s) “Default Payment Form” means (i) with respect to a Participant’s Grandfathered Benefit, the form of payment elected by such Participant under the Retirement Plan in connection with the Participant’s Separation from Service; and (ii) with respect to a Participant’s 409A Benefit, the Lump-Sum Option, provided however, that if the Participant participates in the SERP prior to becoming eligible to participate in the Plan, his Default Payment Form under the Plan shall be his “Payment Form” under the SERP.

(t) “Deferral Plan” means each of the DCP, the Wyeth Supplemental Employee Savings Plan, as amended from time to time, and/or any other plan of the Company designated from time to time by the Committee pursuant to which Participants may elect to defer annual, base compensation or annual, cash bonus compensation, sales bonuses or sales commissions.

(u) “Deferrals” means any cash compensation earned by a Participant from the Company that is not taken into account in determining a Participant’s accrued benefit under the Retirement Plan because of the Participant’s election under a Deferral Plan to defer the receipt of such compensation.

(v) “Deferred Compensation Tax Compliance Committee” means a committee of such officers and/or employees of the Company as shall be designated from time to time by the Company.

(w) “Delayed Payment Amount” has the meaning set forth in Section 5.6.

(x) “Early Commencement Factors” means the factors set forth in Appendix A.

(y) “Elected Payment Date” means the first day of any month after a Participant’s Separation from Service elected by the Participant (i) for the commencement of payment of his Grandfathered Benefit in accordance with Section 5.2 and/or (ii) for the commencement of payment of his 409A Benefit in accordance with Section 5.3, Section 7 or Appendix B; provided, however, that the Elected Payment Dates for the portion of a Participant’s Plan Benefit payable in the DCP Option shall be determined in accordance with the applicable terms of the DCP.

3

(z) “Elected Payment Form” means the Payment Form elected by a Participant (i) for the payment of his Grandfathered Benefit in accordance with Section 5.2, and/or (ii) for the payment of his 409A Benefit in accordance with Section 5.3, Section 7 or Appendix B.

(aa) “Eligible Employee” means an employee (i) who is a Participant in the Wyeth Retirement Plan; and (ii) who has attained age 55; and (iii) who satisfies one of the following conditions: (A) has a Rate of Salary equal to or in excess of the Minimum Eligible Compensation Level in effect at that time; (B) has been elected or appointed by the Board of Directors as a Member of the Wyeth Management Committee; or (C) has been selected by the Chief Executive Officer for participation in the Plan, and such participation has been approved by the Board of Directors.

(bb) “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, including any applicable rulings and regulations promulgated thereunder.

(cc) “Final Average Annual Pension Earnings” means the average of a Participant’s Annual Pension Earnings for the three calendar years during the ten calendar-year immediately preceding the date of his Separation from Service in which such Annual Pension Earnings were the highest.

(dd) “Grandfathered Benefit” means the portion of a Participant’s Plan Benefit that, for purposes of Section 409A, was both earned and vested on December 31, 2004.

(ee) “Guaranteed Death Benefit Option” has the meaning set forth in Section 5.5(a)(4).

(ff) “Key Employee” means (i) each “specified employee,” as defined in Section 409A(a)(2)(B)(i) of the Code, who meets the requirements of Section 416(i)(1)(A)(i), (ii) or (iii) of the Code (applied in accordance with the regulations thereunder and disregarding Section 416(i)(5) of the Code) at any time during the 12-month period ending on December 31^st of a calendar year and (ii) to the extent not otherwise included in (i) hereof, each of the top-100 paid individuals (based on W-2 compensation for the 12-month period ending on December 31^st of such calendar year) who performed services for the Company at any time during the 12-month period ending on December 31^st of such calendar year. A Participant shall be treated as a Key Employee for the 12-month period beginning on April 1^st of the calendar year following the calendar year for which the determination under clause (i) or (ii) of this definition is made.

(gg) “Lump-Sum Option” has the meaning set forth in Section 5.5(a)(5).

(hh) “Minimum Eligible Compensation Level” means, effective as of Restatement Date, a Rate of Salary equal to or greater than three hundred ninety thousand dollars ($390,000), which amount shall be adjusted annually by the Annual Approved U.S. Merit Guideline, rounded down to the nearest ten thousand dollars ($10,000).

(ii) “New DCP” means the Wyeth 2005 (409A) Deferred Compensation Plan, as amended and restated as of the Restatement Date to comply with Section 409A, and as subsequently amended from time to time thereafter.

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(jj) “Normal Retirement Date” means the first day of the first month following a Participant’s 60^th birthday, unless such birthday falls on the first of the month, in which case Normal Retirement Date means the Participant’s 60^th birthday.

(kk) “Notice 2005-1” means Notice 2005-1 promulgated by the U.S. Treasury Department and the Internal Revenue Service.

(ll) “Participant” means an Eligible Employee who has met the requirements for participation in the Plan in accordance with Section 3.

(mm) “Payment Date” means the Elected Payment Date or, if no such date has been elected by the Participant, the Default Payment Date, in each case, for the commencement of payment of a Plan Benefit.

(nn) “Payment Delay Period” means, solely with respect to a Lump-Sum Option payment of a Participant’s Grandfathered Benefit, the twelve-month period beginning on the first day of the month following the month in which occurs the Participant’s Separation from Service.

(oo) “Payment Election” means the elections made by a Participant for his Grandfathered Benefit and/or 409A Benefit, as applicable, under Section 5, Section 7 and/or Appendix B, as applicable.

(pp) “Payment Form” means the Elected Payment Form or, if no such form is elected by a Participant, the Default Payment Form.

(qq) “Plan” means this Wyeth Executive Retirement Plan, as amended from time to time.

(rr) “Plan Benefit” means, as of a given date, the benefit, expressed as a Single Life Annuity commencing at the Participant’s Normal Retirement Date that a Participant has accrued under the Plan in accordance with Section 4.2.

(ss) “Prior DCP” means the terms of the Wyeth Deferred Compensation Plan in effect immediately prior to the Restatement Date, as set forth in the Company’s written documentation, rules, practices and procedures applicable to such plan (but without regard to any amendments thereto after October 3, 2004 that would result in any material modification, within the meaning of Section 409A and Notice 2005-1, of such plan).

(tt) “Prior Plan” means the terms of the Plan in effect immediately prior to the Restatement Date, as set forth in the Company’s written documentation, rules, practices and procedures applicable to the Plan (but without regard to any amendments thereto after October 3, 2004 that would result in any material modification, within the meaning of Section 409A and Notice 2005-1, of the Grandfathered Benefit).

(uu) “Rate of Salary” means the annual rate of an employee’s base salary from the Company, as in effect on the applicable date of determination, and prior to any Deferrals.

(vv) “Restatement Date” means January 1, 2005.

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(ww) “Retirement Eligible” means a Participant who, as of the date of his Separation from Service, is (i) at least age 55 with at least five Years of Vesting Service or (ii) at least age 60.

(xx) “Retirement Plan” means the Wyeth Retirement Plan – United States, as amended from time to time.

(yy) “Section 409A” means Section 409A of the Code and the applicable rulings and regulations promulgated thereunder.

(zz) “Section 409A Compliance” has the meaning set forth in Section 9.3.

(aaa) “Separation from Service” means a separation from service with the Company for purposes of Section 409A; provided, however, that, solely for purposes of the Grandfathered Benefit, “Separation from Service” shall be determined in accordance with the terms of the Prior Plan.

(bbb) “SERP” means the Wyeth Supplemental Executive Retirement Plan, as amended from time to time.

(ccc) “SERP 409A Benefit” means the portion of a Participant’s benefit under the SERP that is subject to Section 409A of the Code.

(ddd) “Single Life Annuity” has the meaning set forth in Section 5.5(a)(1).

(eee) “Social Security Benefit” means the estimated annual amount of an employee’s old age retirement benefits that a Participant shall receive under the United States Social Security system.

(fff) “Surviving Spouse” means the individual to whom a Participant was legally married, for federal law purposes, for a continuous period of at least one year as of the date of the Participant’s death.

(ggg) “Ten Year Certain and Life Option” has the meaning set forth in Section 5.5(a)(3).

(hhh) “Valid Notional Rollover” means a notional rollover constituting a full and complete settlement of the Company’s obligations to the Participant with respect to the portion of the Grandfathered Benefit credited to the Prior DCP or the portion of the 409A Benefit credited to the New DCP by a Participant who is Retirement Eligible at the time of his Separation from Service.

(iii) “Vested Plan Benefit” means a Plan Benefit that has vested in accordance with Section 4.4.

(jjj) “Wyeth” means Wyeth, a Delaware corporation, and any successor thereto.

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(kkk) “Wyeth Retirement Plans” means the Retirement Plan, the SERP, the American Cyanamid and Subsidiaries Supplemental Employees Retirement Plan; the American Cyanamid and Subsidiaries ERISA Excess Plan and/or any other retirement plan or arrangement of the Company to the extent it provides retirement or pension benefits (but only to the extent that service under such plan is counted for purposes of the Retirement Plan), each as amended from time to time.

(lll) “Year of Vesting Service” has the meaning ascribed to it in the Retirement Plan as of January 1, 2006 and, prior to such date, has the meaning ascribed to “Continuous Service”, as such term was defined in the Retirement Plan prior to January 1, 2006.

SECTION 2

ADMINISTRATION

2.1 General Authority. The general supervision of the Plan shall be the responsibility of the Committee, which, in addition to such other powers as it may have as provided herein, shall have the power, subject to the terms of the Plan: (i) to determine eligibility to participate in, and the amount of benefit to be provided to any Participant under, the Plan; (ii) to make and enforce such rules and regulations as it shall deem necessary or proper for the efficient administration of the Plan; (iii) to determine all questions arising in connection with the Plan, to interpret and construe the Plan, to resolve ambiguities, inconsistencies or omissions in the text of the Plan, to correct any defects in the text of the Plan and to take such other action as may be necessary or advisable for the orderly administration of the Plan; (iv) to make any and all legal and factual determinations in connection with the administration and implementation of the Plan; (v) to designate the Administrative Record Keeper and review actions taken by the Administrative Record Keeper or any other person to whom authority is delegated under the Plan; and (vi) to employ and rely on legal counsel, actuaries, accountants and any other agents as may be deemed to be advisable to assist in the administration of the Plan. All such actions of the Committee shall be conclusive and binding upon all persons. The Committee shall be entitled to rely conclusively upon all tables, valuations, certificates, opinions, and reports furnished by any actuary, accountant, controller, counsel, or other person employed or engaged by the Company with respect to the Plan.

2.2 Delegation. The Committee shall have the power to delegate to any person or persons the authority to carry out such administrative duties, powers and authority relative to the administration of the Plan as the Committee may from time to time determine. Any action taken by any person or persons to whom the Committee makes such a delegation shall, for all purposes of the Plan, have the same force and effect as if undertaken directly by the Committee. If any individual to whom the Committee delegates authority is a Participant, such individual shall not resolve, or participate in the resolution of, any matter specifically relating to such individual’s eligibility to participate in the Plan or the calculation or determination of such individual’s Plan Benefit.

As of the Restatement Date, the Committee has delegated its responsibilities under Section 2.1 (but not Sections 8.4, 9.1 and 9.2) to the Wyeth Retirement Committee.

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2.3 Administrative Record Keeper. The Administrative Record Keeper shall be responsible for the day-to-day operation of the Plan, having the power (except to the extent such power is reserved to the Committee) to take all action and to make all decisions necessary or proper in order to carry out his duties and responsibilities under the provisions of the Plan. If the Administrative Record Keeper is a Participant, the Administrative Record Keeper shall not resolve, or participate in the resolution of, any question which relates directly or indirectly to him and which, if applied to him, would significantly vary his eligibility for, or the amount of, any benefit to him under the Plan. The Administrative Record Keeper shall report to the Committee at such times and in such manner as the Committee shall request concerning the operation of the Plan.

2.4 Actions; Indemnification. The members of the Board of Directors, Committee, the Administrative Record Keeper, the members of the Deferred Compensation Tax Compliance Committee, the members of any other committee and any director, officer or employee of the Company to whom responsibilities are delegated by the Board of Directors shall not be liable for any actions or failure to act with respect to the administration or interpretation of the Plan, unless such person acted in bad faith or engaged in fraud or willful misconduct. The Company shall indemnify and hold harmless, to the fullest extent permitted by law, the Board of Directors (and each member thereof), the Committee (and each member thereof), the Deferred Compensation Tax Compliance Committee (and each member thereof), the Administrative Record Keeper, the members of any other committee and any director, officer or employee of the Company to whom responsibilities are delegated by the Committee from and against any liabilities, damages, costs and expenses (including attorneys’ fees and amounts paid in settlement of any claims approved by the Company) incurred by or asserted against it or him by reason of its or his duties performed in connection with the administration or interpretation of the Plan, unless such person acted in bad faith or engaged in fraud or willful misconduct. The indemnification, exculpation and liability limitations of this Section 2.4 shall apply to the Administrative Record Keeper only to the extent that the Administrative Record Keeper is or was a director, officer or employee of the Company.

SECTION 3

PARTICIPATION

3.1 Continuing Participants. Any individual on the Restatement Date who was participating in the Prior Plan immediately prior to the Restatement Date shall continue to be a Participant in the Plan on the Restatement Date, including, without limitation, individuals who became Participants in the Prior Plan prior to age 55 under the eligibility rules of the Prior Plan.

3.2 Participants on or After the Restatement Date. An employee of the Company shall become a Participant in the Plan on or after the Restatement Date on the first day of the first month following the date on which such employee first becomes an Eligible Employee.

3.3 Enrollment. Each Participant shall complete, execute and return to the Administrative Record Keeper such forms as are required from time to time by the Administrative Record Keeper, and such forms shall be submitted to the Administrative Record Keeper within such time periods specified by the Administrative Record Keeper. A Participant’s failure to

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submit in a complete and timely manner any such forms to the Administrative Record Keeper shall subject the Participant to the default rules specified in the Plan. For purposes of the Plan, “forms” prescribed by the Administrative Record Keeper can be in paper, electronic or such other media (or combination thereof) as the Administrative Record Keeper shall specify from time to time.

3.4 Exclusions. No employee of the Company who is not an Eligible Employee shall be eligible to participate in the Plan.

SECTION 4

PLAN FORMULA AND VESTING

4.1 Applicability of Prior Plan. The benefit payable to a Participant who had a Separation from Service prior to the Restatement Date shall be governed by the terms of the Prior Plan as in effect on the date of his Separation from Service.

4.2 Plan Benefit Formula. The Plan Benefit of a Participant who has a Separation from Service on or after the Restatement Date shall equal the positive difference, if any, that results from subtracting the amount determined under Section 4.2(b) from the amount determined under Section 4.2(a):

(a) An annual accrued benefit equal to:

(i) Two percent (2%) of the Participant’s Final Average Annual Pension Earnings multiplied by the Participant’s actual years of Credited Service as of the Participant’s Separation from Service plus, subject to Section 4.3, an additional three (3) years of Credited Service (not to exceed thirty (30) years), minus

(ii) 1/60 of the Participant’s Social Security Benefit multiplied by the Participant’s years of Credited Service plus an additional three years of Credited Service (not to exceed thirty (30) years).

Less

(b) An annual accrued benefit equal to the sum of:

(i) The annual amount of retirement benefits, if any, as of the Participant’s Separation from Service, under each of the Wyeth Retirement Plans (calculated separately for each such plan), payable in the form of a Single Life Annuity to the Participant at Normal Retirement Date.

(ii) The annual amount of retirement benefits, if any, as of the Participant’s Separation from Service, under any foreign pension plan contributed to or sponsored by the Company (including any foreign government-provided retirement benefits pursuant to a

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program or arrangement contributed or charged to the Company), payable in the form of a Single Life Annuity to the Participant at Normal Retirement Date, provided that such foreign pension plan benefit reflects years of Credited Service taken into account for purposes of Section 4.2(a)(i). For purposes of determining the amount of retirement benefit payable as a Single Life Annuity at Normal Retirement Date from a foreign pension plan, the Committee shall utilize whatever assumptions it deems reasonable in its discretion.

4.3 Additional Credited Years of Bridge Service. The three (3) additional years of Credited Service described in Section 4.2(a) shall be reduced by one (1) year for each year of service (or part thereof) that the Participant’s age as of the date of the Participant’s Separation from Service exceeds 62; provided, however, that a Participant who commences participation in the Plan at age 61 or later shall accrue a Plan Benefit in the amount provided in Section 4.2(a) for two (2) years before such reductions take effect.

4.4 Vesting. Anything in the Plan to the contrary notwithstanding, no Plan Benefit or other amount shall be payable to a Participant under the Plan unless the Participant has either (i) completed five Years of Vesting Service or (ii) is at least age 60 as of the date of the Participant’s Separation from Service.

4.5 Plan Benefit Components.

(a) Grandfathered Benefit.

(1) The portion of a Participant’s Plan Benefit which is a Grandfathered Benefit (and the procedures applicable to a Participant’s election to receive such Grandfathered Benefit, which are set forth in Section 5.2) shall be based upon the terms of the Prior Plan and the Retirement Plan in effect immediately prior to the Restatement Date, disregarding for this purpose any change or amendment to the terms of the Retirement Plan effective after October 3, 2004 that would result in any material modification, within the meaning of Section 409A or Notice 2005-1, of the Grandfathered Benefit.

(2) The Plan Benefit of a Participant who is a bona fide resident of Puerto Rico and is, therefore, not subject to the Code shall constitute a Grandfathered Benefit.

(3) A Participant’s Grandfathered Benefit shall not be increased if the payment of the Grandfathered Benefit is made after the Participant’s Normal Retirement Date.

(b) 409A Benefit. A Participant’s 409A Benefit shall mean any portion of the Participant’s Plan Benefit which is not a Grandfathered Benefit.

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(c) Special Adjustment at Separation from Service to the 409A Benefit. Solely to the extent necessary to comply with Section 409A, a special allocation shall be made to the Plan Benefit of a Participant who was not eligible to retire under the Plan as of December 31, 2004 with a subsidized early retirement benefit (solely by reason of the Participant not having ten or more Years of Vesting Service as of such date) and who subsequently becomes eligible to retire under the Plan with a subsidized early retirement benefit at a later date. For such a Participant, any early retirement subsidy earned by the Participant based on Years of Vesting Service credited for periods after December 31, 2004 and attributable to the Participant’s Grandfathered Benefit shall be treated for all purposes of the Plan as part of the Participant’s 409A Benefit. The adjusted 409A Benefit (including the subsidized portion of the Grandfathered Benefit that is treated by operation of this Section 4.4(c) as part of the 409A Benefit) shall be determined at the time of the Participant’s Separation from Service by the formula [(X – Y)/Z], where “X” is the Plan Benefit multiplied by the applicable subsidized Early Commencement Factor set forth in Appendix A; where “Y” is the Grandfathered Benefit multiplied by the applicable unsubsidized Early Commencement Factor set forth in Appendix A; and where “Z” is the applicable subsidized Early Commencement Factor set forth in Appendix A (all such Early Commencement Factors to be determined based upon the Participant’s age and Years of Vesting Service at Separation from Service).

(d) Other Actuarial Rules and Procedures. The Committee shall from time to time promulgate such additional rules and procedures as the Committee deems necessary or advisable to facilitate the calculation and allocation of a Participant’s Plan Benefit between the Grandfathered Benefit and the 409A Benefit in a manner that is intended to result in Section 409A Compliance.

4.6 Payment Prior to Normal Retirement. If the Payment Date for a Participant’s Grandfathered Benefit and/or 409A Benefit, as applicable, is prior to the Participant’s Normal Retirement Date, then the amount of the Grandfathered Benefit and/or 409A Benefit, as applicable, shall be reduced for early commencement by the applicable Early Commencement Factors set forth in Appendix A.

SECTION 5

PAYMENT ELECTIONS

5.1 General Rules.

(a) Separate Elections. A Participant shall be permitted to make a separate Payment Election for his Grandfathered Benefit and his 409A Benefit. The rules applicable to Payment Elections for Grandfathered Benefits are set forth in Section 5.2. The rules applicable to Payment Elections for 409A Benefits are set forth in Section 5.3.

(b) Section 409A Transition. Appendix B sets forth certain transition elections for 409A Benefits made in accordance with Section 409A and Notice 2005-1, which shall, for affected Participants, supplement and, to the extent required by Appendix B, replace the corresponding provisions of this Section 5.

(c) No Duplicate Benefits. Nothing in the Plan, including the ability of a Participant to make separate Payment Elections with respect to his Grandfathered Benefit and his 409A Benefit, shall obligate the Company to pay duplicate benefits to any Participant.

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5.2 Payment Elections for Grandfathered Benefits.

(a) Election Form and Election Timing. A Participant may elect prior to or in connection with his Separation from Service to have his Grandfathered Benefit paid in any of the available forms of payment described in Section 5.5. The Elected Payment Form for a Grandfathered Benefit may be different from the form of payment elected by the Participant under the Retirement Plan. A Participant shall make his Payment Election for his Grandfathered Benefit prior to the date of, or in connection with, the Participant’s Separation from Service, and if no Payment Election is made prior to the date of, or in connection with, the Participant’s Separation from Service, the Participant’s Grandfathered Benefit shall be payable in the Default Payment Form on the applicable Default Payment Date.

(b) Payment Date for Annuities. If the Payment Form for a Participant’s Grandfathered Benefit is other than the Lump-Sum Option or the DCP Option, the payment of the Participant’s Grandfathered Benefit shall commence on the Participant’s applicable Default Payment Date, unless the Participant has specified an Elected Payment Date. An Elected Payment Date for an annuity shall not be earlier than the first day of the month coincident with or next following the month in which a Participant attains age 55, and shall not be later than the Participant’s Normal Retirement Date (or, if later, the first day of the month following the month in which occurs the Participant’s Separation from Service).

(c) Payment Dates for Lump-Sum Option. A Participant shall not be permitted to specify an Elected Payment Date for his Grandfathered Benefit if such Grandfathered Benefit is payable in the Lump-Sum Option. The Payment Date for such Lump-Sum Option shall be determined in accordance with the following provisions:

1. Participants Who Are Not Retirement Eligible. If a Participant who is not Retirement Eligible at the time of his Separation from Service has elected prior to, or in connection with, his Separation from Service the Lump-Sum Option for the payment of his Grandfathered Benefit, such Lump-Sum Option shall be paid on the later of (i) the first day of the first month following the expiration of the Payment Delay Period and (ii) the first day of the month coincident with or next following the month in which the Participant attains age 55.

2. Participants Who Are Retirement Eligible. If a Participant who is Retirement Eligible at the time of his Separation from Service has elected prior to, or in connection with, his Separation from Service the Lump-Sum Option for the payment of his Grandfathered Benefit, such Lump-Sum Option shall be paid on the first day of the first month following the end of the Payment Delay Period.

If payment of a Participant’s Lump-Sum Option is delayed under this Section 5.2(c) solely by operation of the Payment Delay Period, the Participant’s Grandfathered Benefit shall be credited

12

with interest on a quarterly basis during the applicable portion of the Payment Delay Period based upon the interest rate being used to determine Lump-Sum Option payments under the Retirement Plan for each such quarter. In the event a Participant dies during the Payment Delay Period, his Grandfathered Benefit shall be paid to his Beneficiary together with any interest credited thereto in a lump-sum payment as soon as administratively practicable after such Participant’s death.

(d) Valid Notional Rollovers to the Prior DCP. A Participant who elects prior to, or in connection with, his Separation from Service to receive his Grandfathered Benefit in the Lump-Sum Option shall be permitted, in accordance with the deferral rules of the Prior Plan, to elect prior to, or in connection with, his Separation from Service the DCP Option for some or all of the amount otherwise payable in the Lump-Sum Option. The effective date of the Valid Notional Rollover made in connection with the DCP Option will be the date that the portion of the Lump-Sum Option subject to the Valid Notional Rollover would otherwise have been paid to the Participant under Section 5.2(c) (determined, solely for this purpose, without regard to the Payment Delay Period). Any such Valid Notional Rollover shall be subject to the applicable terms and provisions of the Prior DCP. Notwithstanding anything herein to the contrary, no amount shall be distributed under the Prior DCP on account of a Valid Notional Rollover prior to the conclusion of the Payment Delay Period.

(e) Special Default Rule. If the portion of a Participant’s Plan Benefit that is intended to be a Grandfathered Benefit shall, for any reason, become subject to Section 409A, such benefit shall be paid in accordance with the Payment Election (or applicable default payment rule) for such Participant’s 409A Benefit.

5.3 Payment Elections for 409A Benefits.

(a) Election Timing.

(i) Prior to October 1, 2007. An Eligible Employee hired by the Company prior to October 1, 2007 and a Participant in the Plan who is employed by the Company during 2007 shall make, by no later than December 31, 2007, a Payment Election with respect to his 409A Benefit; provided, however, that such election shall apply solely to the amount that would not otherwise be payable to him in 2007 and shall not cause any amounts to be paid to him in 2007 that would not otherwise be payable to him in 2007.

(ii) On or After October 1, 2007. An Eligible Employee who first becomes a Participant on or after October 1, 2007 shall make his Payment Election for his 409A Benefit prior to the end of the 30-day period beginning on the earlier to occur of (A) the date his participation in the Plan commences in accordance with Section 3.2 and (B) the date on which the Eligible Employee first commences participation in any other Company Non-Account Plan. By application of the previous sentence and for purposes of clarification, an employee of the Company who becomes a Participant in the Plan more than 30 days after commencing participation in the SERP shall not be permitted to make a Payment Election for his 409A Benefit pursuant to this Section 5.3, and such Participant’s 409A Benefit shall, subject to a valid election pursuant to Section 7, be paid in the Default Payment Form and on the Default Payment Date. Subject to Section 7, any Payment Election pursuant to this Section 5.3(a)(ii) shall become irrevocable as of the last day of the applicable 30-day period.

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(iii) Late Elections. If an Eligible Employee does not make his Payment Election for his 409A Benefit due to the Company’s or the Administrative Record Keeper’s failure to provide such Eligible Employee with a timely election opportunity and, as a result, such Eligible Employee is subject to the default provisions of this Section 5.3, such Eligible Employee may make, by no later than December 31^st of the calendar year following the calendar year in which the Participant is subject to such default provisions, a late Payment Election with respect to his 409A Benefit. Such late Payment Election shall apply only to the portion of the Participant’s 409A Benefit in excess of the 409A Benefit which would have been payable to him if his Separation from Service occurred immediately prior to January 1^st of the calendar year for which such late election is effective.

(b) Payment Date – In General. Payment of a Participant’s 409A Benefit shall commence on the Participant’s applicable Default Payment Date, unless (i) the Participant specifies an Elected Payment Date in accordance with this Section 5.3, and/or Appendix B or (ii) the Participant for some or all of his 409A Benefit makes a re-deferral election in accordance with Section 7.

(c) Payment Date for Annuities. If the Payment Form for a Participant’s 409A Benefit is other than the Lump-Sum Option or the DCP Option, the payment of the Participant’s 409A Benefit shall commence on the Participant’s applicable Default Payment Date, unless the Participant has specified an Elected Payment Date. An Elected Payment Date for an annuity shall not be earlier than the Default Payment Date for 409A Benefits and shall not be later than the Participant’s Normal Retirement Date (or, if later, the first day of the month following the month in which occurs the Participant’s Separation from Service).

(d) Elected Payment Date – Lump Sums. A Participant shall only be permitted to elect one of the following dates for a 409A Benefit payable in a Lump-Sum Option: (i) the date that would be the Default Payment Date, or (ii) the later of (A) the first anniversary of the first day of the month following the first anniversary of the Participant’s Separation from Service and (B) the first day of the month coincident with or next following the month in which he attains age 55. If a Participant described in Section 5.3(a)(i) incurs a Separation from Service prior to December 31, 2008 and has elected to receive his 409A Benefit in a Lump-Sum Option, such payment of the Lump-Sum Option shall not be made until the later to occur of (i) the first Business Day of January 2009 (or as soon as administratively practicable thereafter) and (ii) the Payment Date applicable to the Participant. If the payment of a Lump-Sum Option is delayed beyond the Payment Date in accordance with clause (i) of the previous sentence, a Participant’s 409A Benefit shall be credited with interest on a quarterly basis based upon the interest rate being used to determine Lump-Sum Option payments under the Retirement Plan for each quarter of such delay. In the event a Participant dies during the period of any such delay, his 409A Benefit shall be paid to his Beneficiary together with any interest credited thereto in a lump-sum payment on the last Business Day of the month following the date of such Participant’s death or as soon as administratively practicable thereafter.

(e) Payment Forms. A 409A Benefit shall be payable in any of the available forms of payment described in Section 5.5. The Elected Payment Form for a 409A Benefit may be different than the form of payment elected by the Participant under the Retirement Plan. If a Participant does not specify an Elected Payment Form for his 409A Benefit, such Participant’s 409A Benefit shall be paid in the Default Payment Form.

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(f) Modifying a Payment Form. A Participant who elects to receive his 409A Benefit in an annuity Payment Form described in Section 5.5(a)(1) or (2) may, at any time prior to the Payment Date for such 409A Benefit, elect to have his 409A Benefit paid in another annuity Payment Form described in Section 5.5(a)(1) or (2) that is the actuarial equivalent of the original annuity elected by the Participant. For this purpose, actuarial equivalence shall be determined in accordance with Section 5.5(b). Except as permitted by Section 7, a Participant who elects to have his 409A Benefit paid in the form of a Ten Year Certain and Life Option, Guaranteed Death Benefit Option, Lump-Sum Option or DCP Option shall not be permitted to change the Payment Form so elected.

(g) Valid Notional Rollovers to the New DCP. A Participant who elects in accordance with this Section 5.3 to receive his 409A Benefit in the Lump-Sum Option shall be permitted to elect the DCP Option for some or all of the amount otherwise payable in the Lump-Sum Option. The effective date of the Valid Notional Rollover made in connection with the DCP Option will be the first day of the month following the Participant’s Separation from Service, even if the portion of the Lump-Sum Option subject to the Valid Notional Rollover would otherwise have been paid to the Participant at a later date. Any such Valid Notional Rollover shall be subject to the terms of the New DCP. If a Participant who has elected the DCP Option is not Retirement Eligible at the time of his Separation from Service, then (i) the election of the DCP Option shall be void and of no force and effect and (ii) the Participant’s 409A Benefit shall be paid on any alternative Elected Payment Date and in any alternative Elected Payment Form specified in the Participant’s Payment Election or, if no such alternative Elected Payment Date or Elected Payment Form has been so specified, on the Participant’s Default Payment Date and in the Default Payment Form, as applicable.

5.4 Payment of De Minimis Amounts. Notwithstanding a Participant’s Payment Election, the Company shall make a distribution of de minimis amounts according to the following rules:

(a) 409A Benefit. Each Participant who (i) incurs a Separation from Service and (ii) as of the date of such Separation from Service has a 409A Benefit with an actuarial equivalent Lump-Sum Option value which, when aggregated with the accrued benefit subject to Section 409A under each other Company Non-Account Plan in which the Participant participates, does not exceed $5,000 shall receive a distribution of his entire 409A Benefit in a cash lump-sum on the last Business Day of the month following the month in which the Separation from Service occurs.

(b) Grandfathered Benefit. Each Participant who (i) incurs a Separation from Service and (ii) as of the date of such Separation from Service has a Grandfathered Benefit with an actuarial equivalent Lump-Sum Option value that does not exceed $5,000 shall receive a distribution of his entire Grandfathered Benefit in a cash lump-sum as soon as administratively practicable after his Separation from Service.

(c) Lump-Sum Option Values. Lump-sum values under this Section 5.4 shall be determined using the same actuarial assumptions as would be applied under the

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Retirement Plan for the purpose of determining the actuarial equivalent Lump-Sum Option value of Retirement Plan benefits of the Participant as of the date of his Separation from Service.

5.5 Available Forms of Payment.

(a) Forms of Payment. A Participant’s Grandfathered Benefit and/or 409A Benefit, as applicable, may be paid in the forms of payment available under the Retirement Plan as follows:

(1) “Single Life Annuity” means a Participant’s Grandfathered Benefit and/or 409A Benefit, as applicable, payable as an annuity in equal monthly installments over the life of the Participant, commencing as of the Payment Date and terminating in the month in which the Participant dies, with no further payments thereafter.

(2) “25, 50, 75 or 100% Joint and Survivor Annuity” means a Participant’s actuarially reduced Grandfathered Benefit and/or 409A Benefit, as applicable, payable as an annuity in equal monthly installments over the life of the Participant, commencing as of the Payment Date and terminating in the month in which the Participant dies, with a survivor contingent annuity for the life of the Participant’s surviving contingent annuitant, commencing in the month following the month in which the Participant died and terminating in the month in which the Participant’s surviving contingent annuitant dies, which is either 25%, 50%, 75% or 100% of the monthly payment to the Participant, as elected by the Participant. Following such contingent annuitant’s death, no further payments shall be made.

(3) “Ten Year Certain and Life Option” means a Participant’s actuarially reduced Grandfathered Benefit and/or 409A Benefit, as applicable, payable in monthly installments over the life of the Participant, commencing as of the Payment Date, with a guarantee that if the Participant dies within 120 months (i.e., ten years) of the applicable Payment Date, such reduced Grandfathered Benefit and/or 409A Benefit, as applicable, shall be paid to the Participant’s Beneficiary for the balance of the 120 month (i.e., ten year) guaranteed period, in the month following the month in which the date of the Participant’s death occurs, or, upon the Participant’s death, if the Participant’s Beneficiary so elects with respect to the Grandfathered Benefit, the commuted value of the remaining payments shall be paid to such Beneficiary in a lump-sum amount. If the Participant survives the 120 month (i.e., ten year) guaranteed period, he shall continue to receive the actuarially reduced Grandfathered Benefit and/or 409A Benefit, as applicable, through the month in which the Participant dies.

(4) “Guaranteed Death Benefit Option” means a Participant’s actuarially reduced lifetime monthly Grandfathered Benefit and/or 409A Benefit, as applicable, commencing as of the Payment Date, in return for a death benefit guarantee. If the Participant dies on or after the Payment Date, the Participant’s Beneficiary shall receive the excess, if any, of the initial death benefit (defined in a manner consistent with the terms of the comparable payment option set forth in the Retirement Plan) over the aggregate Grandfathered Benefit or 409A Benefit, as applicable, payments made to the Participant after the Payment Date and prior to the date of the Participant’s death. With respect to a

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Participant’s Grandfathered Benefit only, a Participant shall be permitted, in the manner designated by the Committee, to make any of the alternative payment elections related to this distribution option in the Retirement Plan.

(5) “Lump-Sum Option” means the actuarial equivalent of a Participant’s Grandfathered Benefit and/or 409A Benefit, as applicable, payable in a cash lump-sum on the Payment Date.

(6) “DCP Option” means the actuarial equivalent of a Participant’s Grandfathered Benefit and/or 409A Benefit, as applicable (or the applicable portion thereof) that the Participant elects, in accordance with the terms of the Plan, to convert into a cash lump-sum amount to be credited in a Valid Notional Rollover to the DCP. A Participant who elects the DCP Option with respect to some or all of his Grandfathered Benefit shall be subject to the applicable terms and provisions of the Prior DCP and shall have the amount of the Valid Notional Rollover credited to the Prior DCP. A Participant who elects or contingently elects the DCP Option with respect to some or all of his 409A Benefit shall be subject to the applicable terms and provisions of the New DCP, shall be required to make his payment elections under the New DCP at the time the DCP Option is elected and shall have the amount of the Valid Notional Rollover credited to the New DCP.

(b) Actuarial Equivalence. The actuarial equivalence of forms of payment of a Grandfathered Benefit and/or 409A Benefit, as applicable, shall be determined in accordance with the factors and assumptions specified in the Retirement Plan (or such other factors or assumptions specified from time to time by the Committee) in a manner in which is intended to result in 409A Compliance.

5.6 Six-Month Delay in Commencement of 409A Benefits. Notwithstanding a Participant’s Payment Election and the de minimis and default rules hereunder, effective for Separations from Service (other than by reason of death) occurring on or after the Restatement Date, if, at the time of a Participant’s Separation from Service, the Participant is a Key Employee, then, solely to the extent necessary for Section 409A Compliance, any amounts payable to the Participant under the Plan with respect to his 409A Benefit during the period beginning on the date of the Participant’s Separation from Service and ending on the six-month anniversary of such date (the “Delayed Payment Amount”) shall be delayed and not paid to the Participant until the first Business Day following such six-month anniversary date, at which time such delayed amounts shall be paid to the Participant in a lump-sum. If payment of an amount is delayed as a result of this Section 5.6, such amount shall be increased with interest from the date on which such amount would otherwise have been paid to the Participant but for this Section 5.6 to the day immediately prior to the date the Delayed Payment Amount is paid. Interest on the Delayed Payment Amount shall be credited on a quarterly basis based upon the interest rate being used to determine lump-sum payments under the Retirement Plan for each such quarter. If a Participant dies on or after the date of the Participant’s Separation from Service and prior to payment of the Delayed Payment Amount, any amount delayed pursuant to this Section 5.6 shall be paid to the Participant’s joint annuitant (if the benefit form elected by the Participant is a joint annuity) or, if there is no joint annuitant, the Participant’s Beneficiary, as applicable, together with any interest credited thereon, on the last Business Day of the month following the date of such Participant’s death or as soon as administratively practicable thereafter.

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SECTION 6

DEATH BENEFITS

6.1 No Vesting Solely as a Result of Death. No survivor or death benefit shall be payable to any person under this Section 6 in respect of a Participant unless the Participant had a Vested Plan Benefit on the date of the Participant’s death (or, if earlier, the date of the Participant’s Separation from Service). If a death benefit is payable under this Section 6, no other amounts shall be payable in respect of a Participant under the Plan, and the default payment rules and any prior Payment Elections made by the Participants shall be disregarded.

6.2 Death on or After Payment Date. If a Participant dies on or after his Payment Date, (i) no survivor or death benefit shall be payable under this Article VI, (ii) any survivor or death benefits payable under the Plan shall be based solely upon the Payment Form applicable to the Participant, and (iii) no survivor or death benefits shall be payable under the Plan if the applicable Payment Form (e.g., a Single Life Annuity) does not contemplate the payment of any survivor or death benefits. The terms and provisions of the DCP (and not the Plan) shall govern the payment of any death benefit in respect of the portion of a Participant’s Plan Benefit that has been credited under the DCP in connection with a Valid Notional Rollover. Solely for purposes of this Section 6, the Payment Date for the portion of a Participant’s Plan Benefit that is transferred to the DCP in a Valid Notional Rollover shall be the date as of which the amount subject to the Valid Notional Rollover is first credited to the DCP.

6.3 Death on or After Attaining Age 55 and Prior to Payment Date. If a Participant with a Vested Plan Benefit dies on or after attaining age 55 and prior to the Participant’s Payment Date, the Participant’s Surviving Spouse, if any, shall be eligible for a survivor annuity under the Plan calculated under Section 4.2 (and reduced for early commencement in accordance with the applicable Early Commencement Factor from Appendix A) as if (i) the Participant had elected a 50% Joint and Survivor Annuity commencing immediately prior to the date of the Participant’s death and (ii) the Participant died immediately following the commencement of such annuity. The survivor annuity contemplated by this Section 6.3 shall commence in the month following the month in which the Participant died and shall terminate in the month in which the Surviving Spouse dies.

6.4 Death Prior to Attaining Age 55 and Prior to Payment Date. If a Participant with a Vested Plan Benefit dies prior to attaining age 55 and prior to the Participant’s Payment Date, the Participant’s Surviving Spouse, if any, shall be eligible for a survivor annuity under the Plan calculated under Section 4.2 (and reduced for early commencement in accordance with the applicable Early Commencement Factor from Appendix A) as if (i) the Participant incurred a Separation from Service on the date of death or, if earlier, on the date of Separation from Service, (ii) the Participant survived until age 55, (iii) the Participant incurred a Separation from Service having elected a 50% Joint and Survivor Annuity commencing in the month following the month in which the Participant attained age 55, and (iv) the Participant died on the day after attaining age 55. The survivor annuity contemplated by this Section 6.4 shall commence in the month following the month in which the Participant would have attained age 55 and shall terminate in the month in which the Surviving Spouse dies.

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6.5 Death Benefits to Un-Married Participants. The provisions of this Section 6.5 shall apply effective September 28, 2006 to a Participant described in Section 6.3 or 6.4 who, at the time of death while employed by the Company, is not survived by a Surviving Spouse:

1. For purposes of calculating the amount of the death benefit under Section 6.3 or 6.4, as applicable, the Participant shall be deemed to have been survived by a Surviving Spouse of the opposite gender with a date of birth that is the same as the date of birth of the Participant.

2. The actuarial equivalent (determined in accordance with Section 5.5(b)) of the benefit described in Section 6.3 or Section 6.4, as applicable, shall be paid to the estate of the Participant on the last Business Day of the month following the month in which the Participant’s date of death occurs (or as soon as administratively practicable thereafter).

3. Any survivor benefit provided by this Section 6.5 shall be treated as a 409A Benefit for purposes of the Plan (even if it is calculated with respect to the Participant’s Grandfathered Benefit) and shall be payable only in a lump-sum and not in any other form of payment.

6.6 Rules of Application. The provisions of this Section 6 shall be applied separately with respect to a Participant’s Grandfathered Benefit and 409A Benefit. Except as provided in Section 6.5(3), the payment of the survivor annuity under Section 6.3 or 6.4, as applicable, attributable to a Participant’s Grandfathered Benefit may not be accelerated or deferred or paid in any alternative Payment Form.

6.7 Special Lump-Sum Election. A Participant may irrevocably elect at the time that the Participant makes his Payment Election to have the actuarial equivalent (determined in accordance with Section 5.5(b)) of the death benefit attributable to his 409A Benefit payable under Section 6.3 or 6.4, as applicable, paid to the Participant’s Surviving Spouse (determined without regard to Section 6.5) on the last Business Day of the month following the month in which occurs the Participant’s death (or as soon as administratively practicable thereafter). The consent of the Surviving Spouse shall not be required for any such election by the Participant.

SECTION 7

RE-DEFERRAL OF 409A BENEFITS

7.1 Re-Deferrals to the DCP. Subject to this Section 7, a Participant who will be Retirement Eligible at his Separation from Service and whose 409A Benefit is payable in the form of a Lump-Sum Option shall be permitted to elect, prior to his Separation from Service and in the manner contemplated by Section 7.3, to transfer in a Valid Notional Rollover some or all of the amount of such Lump-Sum Option to the New DCP instead of having such amount paid to the Participant in cash on the applicable Payment Date. The amount transferred to the New DCP in a Valid National Rollover shall be credited to the DCP as of the first day of the month following the

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Participant’s Separation from Service, even if the Payment Date for the Lump-Sum Option is a later date. Subject to this Section 7, a Participant who will be Retirement Eligible at his Separation from Service and who has previously elected to receive some or all of his 409A Benefit in the DCP Option shall be permitted to defer payment, in the manner contemplated by Section 7.3, of the amount subject to the DCP Option, subject to the applicable payment terms of the DCP.

7.2 Delayed Payment Dates. A Participant who has not made an election described in Section 7.1 may elect to defer the Payment Date for his 409A Benefit and to specify a new Payment Form for such 409A Benefit commencing on such deferred Payment Date in accordance with the provisions of Section 7.3; provided, however, that a Participant who has previously elected the DCP Option for some or all of his 409A Benefit may not specify a new Payment Form for any portion of his 409A Benefit; and provided further that a Participant may not elect a Lump-Sum Option or defer payment of a Lump-Sum Option pursuant to this Section 7.2.

7.3 Re-Deferral Requirements. Subject to Sections 7.4 and 7.5, the elections described in Sections 7.1 and 7.2 shall be subject to the following requirements which shall be construed and applied in a manner intended to result in Section 409A Compliance:

(a) The election (i) to transfer some or all of the amount of a Lump-Sum Option in a Valid Notional Rollover to the New DCP or to delay the Payment Date and/or elect a new Payment Form for a 409A Benefit must be made and become irrevocable (other than in the case of the death of the Participant) at least one year prior to the then effective Payment Date.

(b) The election shall not become effective for at least one year after the election is made.

(c) Any transfer to the New DCP of some or all of the amount of a Lump-Sum Option in connection with a Valid Notional Rollover must be made in accordance with the applicable terms and provisions of the New DCP as then in effect and, once the deferred amount constituting the portion of the 409A Benefit is credited under the New DCP, shall constitute a full and complete settlement of the Company’s obligations to the Participant under the Plan with respect to the portion of the 409A Benefit so credited.

(d) If some or all of the amount of a Lump-Sum Option is transferred to the New DCP in a Valid Notional Rollover, the payment commencement date elected by the Participant under the New DCP for the 409A Benefit for the amount so transferred must not be earlier than the fifth anniversary of the original Payment Date.

(e) If the Participant is delaying the Payment Date under the Plan for the 409A Benefit, the new Payment Date elected by the Participant for the 409A Benefit must not be earlier than the fifth anniversary of the original Payment Date.

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7.4 Limitations on Re-Deferrals. Notwithstanding the foregoing provisions of this Section 7, no Participant shall be permitted to elect a Valid Notional Rollover or a delay in the Payment Date for any portion of his Plan Benefit following the date of the Participant’s Separation from Service. A Valid Notional Rollover shall be void and of no effect if the Participant is not Retirement Eligible at the time of his Separation from Service. In addition, no Participant shall be permitted to elect a Valid Notional Rollover to the New DCP or a delay in the Payment Date with respect to de minimis amounts payable pursuant to Section 5.4.

7.5 Limitation on Elected Payment Dates. Except for amounts subject to a Valid Notional Rollover, a Participant shall not be permitted to specify under this Section 7 an Elected Payment Date for his 409A Benefit that is later than his Normal Retirement Date (or, if later, the first day of the month following the month in which occurs the Participant’s Separation from Service).

SECTION 8

CLAIMS PROCEDURE

8.1 General. If a Participant or his Surviving Spouse, Beneficiary or contingent annuitant or the authorized representative of one of the foregoing (hereinafter, the “Claimant”) does not receive the timely payment of the benefits which he believes are due under the Plan, the Claimant may make a claim for benefits in the manner hereinafter provided.

8.2 Claims. All claims for benefits under the Plan shall be made in writing and shall be signed by the Claimant. Claims shall be submitted to the Administrative Record Keeper. If the Claimant does not furnish sufficient information with the claim for the Administrative Record Keeper to determine the validity of the claim, the Administrative Record Keeper shall indicate to the Claimant any additional information which is necessary for the Administrative Record Keeper to determine the validity of the claim.

8.3 Review of Claims. Each claim hereunder shall be acted on and approved or disapproved by the Administrative Record Keeper within 90 days following the receipt by the Administrative Record Keeper of the information necessary to process the claim. If special circumstances require an extension of the time needed to process the claim, this 90-day period may be extended to 180 days after the claim is received. The Claimant shall be notified before the end of the original period if an extension is necessary, the reason for the extension and the date by which it is expected that a decision will be made. In the event the Administrative Record Keeper denies a claim for benefits, in whole or in part, the Administrative Record Keeper shall notify the Claimant in writing of the denial of the claim and notify the Claimant of his right to a review of the Administrative Record Keeper’s decision by the Committee. Such notice by the Administrative Record Keeper shall also set forth, in a manner calculated to be understood by the Claimant, the specific reason for such denial, the specific provisions of the Plan on which the denial is based, and a description of any additional material or information necessary to perfect the claim with an explanation of the Plan’s appeals procedure as set forth in this Section 8.

8.4 Appeals. Any applicant whose claim for benefits is denied in whole or in part may appeal to the Committee for a review of the decision by the Administrative Record

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Keeper. Such appeal must be made within 60 days after the applicant has received actual or constructive notice of the denial as provided above. An appeal must be submitted in writing within such period and must:

(1) request a review by the Committee of the claim for benefits under the Plan;

(2) set forth all of the grounds upon which the Claimant’s request for review is based and any facts in support thereof; and

(3) set forth any issues or comments which the Claimant deems pertinent to the appeal.

8.5 Review of Appeals. The Committee shall act upon each appeal within 60 days after receipt thereof unless special circumstances require an extension of the time for processing, in which case a decision shall be rendered by the Committee as soon as possible but not later than 120 days after the appeal is received by it. If such an extension of time for processing is required because of special circumstances, written notice of the extension shall be furnished prior to the commencement of the extension describing the reasons an extension is needed and the date when the determination will be made. The Committee may require the Claimant to submit such additional facts, documents or other evidence as the Committee in its discretion deems necessary or advisable in making its review. The Claimant shall be given the opportunity to review pertinent documents or materials upon submission of a written request to the Committee, provided that the Committee finds the requested documents or materials are pertinent to the appeal.

8.6 Final Decisions. On the basis of its review, the Committee shall make an independent determination of the Participant’s eligibility for benefits under the Plan. The decision of the Committee on any appeal of a claim for benefits shall be final and conclusive upon all parties thereto.

8.7 Denial of Appeals. In the event the Committee denies an appeal in whole or in part, it shall give written notice of the decision to the Claimant, which notice shall set forth, in a manner calculated to be understood by the Claimant, the specific reasons for such denial and which shall make specific reference to the pertinent provisions of the Plan on which the Committee’s decision is based.

8.8 Statute of Limitations. A Claimant wishing to seek judicial review of an adverse benefit determination under the Plan, whether in whole or in part, must file any suit or legal action, including, without limitation, a civil action under Section 502(a) of ERISA, within three years of the date the final decision on the adverse benefit determination on review is issued or should have been issued under Section 8.6 or lose any rights to bring such an action. If any such judicial proceeding is undertaken, the evidence presented shall be strictly limited to the evidence timely presented to the Committee. Notwithstanding anything in the Plan to the contrary, a Claimant must exhaust all administrative remedies available to such Claimant under the Plan before such Claimant may seek judicial review pursuant to Section 502(a) of ERISA.

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SECTION 9

AMENDMENT AND TERMINATION

9.1 Amendment or Termination. Wyeth reserves the right to amend, modify, or terminate the Plan at any time for any reason. Any such amendment, modification or termination shall be made pursuant to a resolution of the Board of Directors and shall be effective as of the date specified in the resolution. However, except as set forth in Section 9.2, no such amendment, modification or termination of the Plan shall directly or indirectly deprive or adversely affect a Participant’s Plan Benefit under the Plan as in effect on the date immediately preceding the date of such amendment, modification or termination.

9.2 Termination Benefit. In the event of a Plan termination, each Participant shall become fully vested in his Plan Benefit as of the termination date. Such Plan Benefit shall be calculated as set forth in Section 4.2 above and shall be based upon the Participant’s Credited Service, Final Average Pension Earnings, and Wyeth Retirement Plans benefit as of the termination date. For purposes of determining a Participant’s accrued Plan Benefit pursuant to this section, the Participant’s benefit under each of the Wyeth Retirement Plans shall be his accrued benefit under each such Wyeth Retirement Plan payable at age sixty (60). Payment of a Participant’s accrued Plan Benefit shall not be contingent upon his continuation of employment with the Company following the Plan termination date, and such benefit shall be payable at the date for commencement of payment of a Plan Benefit pursuant to Section 5. Except as otherwise permitted by Section 409A, the termination of the Plan shall not result in any acceleration of the payment of any 409A Benefit under the Plan, unless (a) 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, (b) 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, (c) all payments under the Plan are made within 24 months of the termination of the arrangements and (d) 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.

9.3 409A Benefit Amendments. Notwithstanding any provision in the Plan to the contrary, with respect to a Participant’s 409A Benefit, the Board of Directors, the Committee or the Deferred Compensation Tax Compliance Committee shall have the independent right, prospectively and/or retroactively, to amend or modify (i) the Plan, (ii) any Participant elections under the Plan and (iii) the time and manner of any payment of benefits under the Plan in accordance with Section 409A, in each case, without the consent of any Participant, to the extent that the Board of Directors, the Committee or the Deferred Compensation Tax Compliance Committee deems such action to be necessary or advisable (A) to avoid the imposition on any Participant of adverse or unintended tax consequences under Section 409A (“Section 409A Compliance”) or (B) to address regulatory or other changes or developments that affect the terms of the Plan that were included in the Plan prior to such change or development with the intent of effecting Section 409A Compliance. Any determinations made by the Board of Directors, the Committee or the Deferred Compensation Tax Compliance Committee under this Section 9.3 shall be final, conclusive and binding on all persons.

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SECTION 10

MISCELLANEOUS

10.1 No Effect on Employment Rights. Nothing contained herein shall be construed as a contract of employment with any person. The Plan and its establishment shall not confer upon any person the right to be retained in the service of the Company or limit the right of the Company to discharge or otherwise deal with any person without regard to the existence of the Plan.

10.2 Funding. The Plan at all times shall be entirely unfunded, and no provision shall at any time be made with respect to segregating any assets of the Company for payment of any benefits hereunder. No Participant, Surviving Spouse, Beneficiary or other person shall have any interest in any particular assets of the Company by reason of a right to receive a benefit under the Plan, and any such Participant, Surviving Spouse, Beneficiary or other person shall have the rights of a general unsecured creditor of the Company with respect to any rights under the Plan. Notwithstanding the foregoing, the Committee or the Board of Directors, in its discretion, may establish a grantor trust to fund benefits payable under the Plan and administrative costs relating to the Plan. The assets of said trust shall be held separate and apart from other Company funds and shall be used exclusively for the purposes set forth in the Plan and the applicable trust agreement, subject to the following conditions:

(a) the creation of said trust shall not cause the Plan to be other than “unfunded” for purposes of ERISA;

(b) the Company shall be treated as the “grantor” of said trust for purposes of Sections 671 and 677 of the Code; and

(c) said trust agreement shall provide that the trust fund assets may be used to satisfy claims of the Company’s general creditors.

10.3 Anti-assignment. To the maximum extent permitted by law, no benefit payable under the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any attempt to do so shall be void, nor shall any such benefit be in any manner liable for or subject to garnishment, attachment, execution or levy, or liable for or subject to the debts, contracts, liabilities, engagements or torts of the Participant.

10.4 Taxes. The Company shall have the right to deduct any required taxes from each payment to be made under the Plan.

10.5 Construction. The Plan is intended to be an unfunded deferred compensation arrangement for a select group of management or highly compensated employees within the meaning of ERISA and, therefore, exempt from the requirements of Sections 201, 301 and 401 of ERISA. Whenever the terms of the Plan or of a Payment Election require the payment of an amount by a specified date, the Company shall use reasonable efforts to make or commence the payment by that date. The Company shall not be (i) liable to the Participant or any other person if such payment or payment commencement is delayed for administrative or other reasons to a date that is later than the date so specified by the Plan or the Payment Election or (ii) required to pay

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interest or any other amount in respect of such delayed payment except to the extent specifically contemplated by the terms of the Plan.

10.6 Incapacity of Participant. In the event a Participant or Surviving Spouse is declared incompetent and a conservator or other person legally charged with the care of his person or his estate is appointed, any benefits under the Plan to which such Participant or Surviving Spouse is entitled shall be paid to such conservator or other person legally charged with the care of his person or estate.

10.7 Severability. In the event that one or more provisions of the Plan shall be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of the Plan shall not be affected thereby.

10.8 Governing Law. The Plan is established under and shall be governed and construed in accordance with the laws of the State of New Jersey, to the extent that such laws are not preempted by ERISA.

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APPENDIX A

EARLY COMMENCEMENT FACTORS

Subsidized Early Commencement Factor (used for (A) the 409A Benefit for a Participant whose Separation from Service occurs on or after attaining age 55 and completing ten or more Years of Vesting Service; and (B) for the Grandfathered Benefit of a Participant whose Separation from Service occurs on or after attaining age 55 and completing ten or more Years of Vesting Service and who, as of December 31, 2004, had at least ten Years of Vesting Service):

• 1.00 less  ¹/4% for each month by which the Payment Date precedes the Normal Retirement Date.

Unsubsidized Early Commencement Factor (used for all other purposes):

• The actuarially equivalent factor applicable to the accrued benefit of a terminated vested participant under the Retirement Plan.

APPENDIX B

SECTION 409A TRANSITION ELECTIONS

1. Certain Retirement-Eligible Participants in 2006 and 2007.

(a) A Participant who, as of January 1, 2006, is eligible to retire from the Company and receive a distribution of his 409A Benefit shall be permitted, by no later than December 31, 2005, to make a Payment Election for his 409A Benefit, including an election to transfer the 409A Benefit in a Valid Notional Rollover to the New DCP. A Payment Election by a Participant under this Section 1 of Appendix B shall be void and of no force and effect if the Participant does not actually incur a Separation from Service in 2006, and the Participant makes a separate payment election by December 31, 2007.

(b) A Participant who, as of January 1, 2007, is eligible to retire from the Company and receive a distribution of his 409A Benefit shall be permitted, by no later than December 31, 2006, to make a Payment Election for his 409A Benefit, including an election to transfer the 409A Benefit in a Valid Notional Rollover to the New DCP. A Payment Election by a Participant under this Section 1 of Appendix B shall be void and of no force and effect if the Participant does not actually incur a Separation from Service in 2007 and the Participant makes a separate payment election by December 31, 2007.

2. Participants Eligible for Vested Termination Benefits in 2005. A Participant who (i) incurs a Separation from Service in 2005 with a 409A Benefit that is a Vested Plan Benefit but before becoming eligible to receive a distribution of his 409A Benefit and (ii) becomes eligible to receive a distribution of his 409A Benefit in 2006 shall be permitted, by no later than December 31, 2005, to make a Payment Election for his 409A Benefit, including an election to transfer in a Valid Notional Rollover the 409A Benefit to the DCP.

3. Participants Eligible for Vested Termination Benefits in 2006. A Participant who (i) incurs a Separation from Service in 2006 with a 409A Benefit that is a Vested Plan Benefit but before becoming eligible to receive a distribution of his 409A Benefit and (ii) becomes eligible to receive a distribution of his 409A Benefit in 2007 shall be permitted, by no later than December 31, 2006, to make a Payment Election for his 409A Benefit, including an election to transfer the 409A Benefit to the DCP; provided, however, that such election shall apply solely to amount that would not otherwise be payable in 2006 and shall not cause any amounts to be paid in 2006 that would not otherwise be payable in 2006.

4. Participants Eligible for Vested Termination Benefits in 2007. A Participant who (i) incurs a Separation from Service in 2007 with a 409A Benefit that is a Vested Plan Benefit but before becoming eligible to receive a distribution of his 409A Benefit and (ii) becomes eligible to receive a distribution of his 409A Benefit in 2008 shall be permitted, by no later than December 31, 2007, to make a Payment Election for his 409A Benefit, including an election to transfer the 409A Benefit to the DCP; provided, however, that such election shall apply solely to amount that would not otherwise be payable in 2007 and shall not cause any amounts to be paid in 2007 that would not otherwise be payable in 2007.

5. Timing of Payment of Lump Sum Options. A Participant who has elected in accordance with the provisions of this Appendix B to receive his 409A Benefit in a Lump-Sum Option shall not be eligible to receive payment of such Lump-Sum Option until the later to occur of (i) the first Business Day of January of the year following the year in which occurs the first anniversary of the Participant’s Separation from Service and (ii) the Payment Date otherwise applicable to the Participant. If payment of a Participant’s Lump-Sum Option is delayed beyond the otherwise applicable Payment Date by operation of the previous sentence, a Participant’s 409A Benefit shall be credited with interest on a quarterly basis during the period of such delay based upon the interest rate being used to determine Lump-Sum Option payments under the Retirement Plan for each such quarter. In the event a Participant dies during the period of such delay, his 409A Benefit shall be paid to his Beneficiary together with any interest credited thereto in a lump-sum payment as soon as administratively practicable after the date of such Participant’s death.

6. Application of Notice 2005-1. To the extent that any Participant receives in 2005 a distribution of all, or any portion of, his 409A Benefit, such distribution shall be deemed a termination of such Participant’s participation in the Plan with respect to all or such portion of such Participant’s 409A Benefit in accordance with Q&A 20(a) of Notice 2005-1. For avoidance of doubt, a Participant shall be permitted in 2005, pursuant to this Section 4 of Appendix B, to elect to receive in 2005 a distribution of the portion of his 409A Benefit attributable to bonus compensation paid in 2005.

7. Compliance with Plan Terms. The form and time of Payment Elections under this Appendix B shall satisfy the requirements of Section 5.3 of the Plan and, if applicable, the applicable terms and provisions of the DCP. Each Payment Election shall be made on the form provided by the Committee for purposes of such election.

EX-10.60

Exhibit 10.60

WYETH 2005 (409A)

DEFERRED COMPENSATION PLAN

(effective January 1, 2005)

PURPOSE

The Plan is an unfunded deferred compensation plan that provides certain key Employees with the opportunity to voluntarily defer receipt of a portion of their compensation. Wyeth adopted the Plan to enable the Company to attract and retain a select group of management and highly compensated Employees. The Plan is intended to comply with Section 409A. Wyeth also maintains the Prior Plan, which governs certain compensation deferred by a select group of management and highly compensated Employees that is not subject to Section 409A.

Capitalized terms not otherwise defined in the text hereof shall have the meanings set forth in Section 1.

SECTION 1

DEFINITIONS

1.1 Rules of Construction. Except where the context indicates otherwise, any masculine terminology used herein shall also include the feminine gender, and the definition of any term herein in the singular shall also include the plural. All references to sections and appendices are, unless otherwise indicated, to sections or appendices of the Plan.

1.2 Terms Defined in the Plan. Whenever used herein, the following terms shall have the meanings set forth below:

(a) “Administrative Procedures” means the policies and procedures established by the Committee and/or the Administrative Record Keeper from time to time governing elections to participate in the Plan, maintenance of Deferral Accounts, Investment Options, calculation of Investment Earnings/Losses, required Election Forms, distributions from the Plan and such other matters as are necessary for the proper administration of the Plan.

(b) “Administrative Record Keeper” means the person or persons designated by the Committee in accordance with Section 2.

(c) “Affiliate” means any corporation which is included in a controlled group of corporations (within the meaning of Section 414(b) of the Code) which includes Wyeth, any trade or business (whether or not incorporated) which is under common control with Wyeth (within the meaning of Section 414(c) of the Code), any organization included in the same affiliated service group (within the meaning of Section 414(m) of the Code) as Wyeth and any

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other entity required to be aggregated with Wyeth pursuant to the regulations under Section 414(o) of the Code.

(d) “Base Salary” means the annual base compensation to be paid during a Plan Year by the Company or its Subsidiaries to an Employee for services rendered during such Plan Year from all sources (i.e., regardless of whether United States source or foreign source).

(e) “Beneficiary” means one or more persons or entities (including a trust or estate) designated by a Participant to receive payment of any unpaid balance in the Participant’s Deferral Account in the event of the Participant’s death. Such designation shall be made on a form provided by the Administrative Record Keeper. If no valid Beneficiary designation is in effect at the Participant’s death, or if no person or persons so designated survives the Participant, or if each surviving validly designated Beneficiary is legally impaired or prohibited from receiving payment, Participant’s Beneficiary shall be the Participant’s Surviving Spouse, if any, or if the Participant has no Surviving Spouse, then his estate. If the Committee is in doubt as to the right of any person to receive such amount, it may retain such amount, without liability for any interest thereon, until the rights thereto are determined, or the Committee may pay such amount into any court of competent jurisdiction and such payment shall be a complete discharge of the liability of the Plan.

(f) “Board of Directors” means the Board of Directors of Wyeth (or any committee of the Board of Directors to whom the Board delegates, from time to time, its authority hereunder).

(g) “Bonus Compensation” means cash compensation to be paid to an Eligible Employee by the Company with respect to services rendered during a Plan Year under any incentive compensation or bonus plan, program or arrangement which is maintained or which may be adopted by the Company.

(h) “Business Day” means each day that the New York Stock Exchange is open for business.

(i) “Change in Control” means the first to occur of any of the following events:

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

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

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of (a) the surviving corporation in any such merger or other business combination; (b) the purchaser or lessee of the Wyeth’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 Wyeth. 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);

provided, however, that no event shall constitute a change in control unless it is a change in control within the meaning of Section 409A.

(j) “Code” means the Internal Revenue Code of 1986, as amended, and any applicable rulings and regulations promulgated thereunder.

(k) “Committee” means the Compensation and Benefits Committee of the Board of Directors.

(l) “Company” means Wyeth and its Affiliates.

(m) “Default Investment Option” means the default investment option specified from time to time by the Committee for hypothetical investment of a Participant’s Deferral Account in the event the Participant fails to allocate all or a portion of his Deferral Account to a particular Investment Option.

(n) “Deferral Account” means a bookkeeping account (including all sub-accounts) maintained by the Administrative Record Keeper for each Participant to record (i) the Participant’s Base Salary and/or Bonus Compensation deferrals under the Plan, (ii) the amount of a Valid Notional Rollover of all or a portion of the Participant’s (A) ERP 409A Benefit, (B) SERP 409A Benefit, and (C) SESP 409A Account, plus or minus (iii) Investment Earnings/Losses on those amounts minus (iv) all distributions or withdrawals made to a Participant or his Beneficiary.

(o) “Deferred Compensation Tax Compliance Committee” means a committee of such officers and/or employees of the Company as shall be designated from time to time by the Company.

(p) “Delayed Payment Amount” shall have the meaning set forth in Section 7.7.

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(q) “Disability” means a Participant (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company, within the meaning of Section 409A.

(r) “Election Form” means the form or forms established from time to time by the Administrative Record Keeper and/or the Committee, that an Eligible Employee completes, signs and returns to the Administrative Record Keeper to make an election under the Plan. Election Forms can be in paper, electronic or such other media (or combination thereof) as the Administrative Record Keeper shall specify from time to time.

(s) “Eligible Employee” means an active Employee (i) whose terms and conditions of employment are not subject to a collective bargaining agreement, (ii) who at any time during the Plan Year is eligible to receive Base Salary for the Plan Year on an annualized basis of not less than one hundred fifty-five thousand dollars ($155,000) or such other amount as may be determined from time to time by the Committee, and (iii) who is paid in whole or in part through the Company’s regular U.S. payroll. Notwithstanding the foregoing, an individual shall not become an “Eligible Employee” until the first day of the month following the date on which such individual satisfies requirement (ii) of the previous sentence. Further, the term “Eligible Employees” shall exclude individuals classified by the Company as leased employees, independent contractors or consultants or any individuals who are not paid through the Company’s regular payroll.

(t) “Employee” means an employee of the Company or its Subsidiaries.

(u) “ERP” means the Wyeth Executive Retirement Plan (amended and restated effective as of January 1, 2005), as amended from time to time.

(v) “ERP 409A Benefit” means the portion of an Eligible Employee’s benefit under the ERP that is subject to Section 409A.

(w) “ERP Grandfathered Benefit” means the portion of an Eligible Employee’s benefit under the ERP that, for purposes of Section 409A, was both earned and vested on December 31, 2004.

(x) “Installment Retirement Benefit” shall have the meaning set forth in Section 7.2(a).

(y) “Investment Earnings/Losses” means the income, gains and losses that would have been realized had an amount deferred hereunder actually been invested in the Investment Option or Options selected by a Participant.

(z) “Investment Options” means the Market Interest Option or such other investment options as selected from time to time by the Committee that are used as hypothetical

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investment options among which the Participant may allocate all or a portion of his Deferral Account.

(aa) “Key Employee” means (i) each “specified employee,” as defined in Section 409A(a)(2)(B)(i) of the Code, who meets the requirements of Section 416(i)(1)(A)(i), (ii) or (iii) of the Code (applied in accordance with the regulations thereunder and disregarding Section 416(i)(5) of the Code) any time during the 12-month period ending on December 31^st of a calendar year and (ii) to the extent not otherwise included in (i) hereof, each of the top-100 paid individuals (based on W-2 compensation for the 12-month period ending on December 31^st of such calendar year) who performed services for the Company at any time during the 12-month period ending on December 31^st of such calendar year. A Participant shall be treated as a Key Employee for the 12-month period beginning on April 1^st of the calendar year following the calendar year for which the determination under clause (i) or (ii) of this definition is made.

(bb) Lump Sum Retirement Benefit” shall have the meaning set forth in Section 7.2(a).

(cc) “Market Interest Option” means the Investment Option that provides for Investment Earnings/Losses on amounts deferred under the Plan at the Market Rate.

(dd) “Market Rate” means, for a particular calendar year, (i) 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 or (ii) such other rate as shall be specified from time to time by the Committee, except that any rate specified under clause (ii) shall only apply to amounts in a Deferral Account on a prospective basis and following reasonable notice of such rate to Participants.

(ee) “Normal Retirement Date” shall have the same meaning as set forth in the Retirement Plan.

(ff) “Participant” means an Employee or Retiree (for so long as he retains a Deferral Account under the Plan) who participates in the Plan.

(gg) “Plan” means this Wyeth 2005 (409A) Deferred Compensation Plan, as amended from time to time.

(hh) “Plan Year” means the calendar year.

(ii) “Prior Plan” means the terms of the Wyeth Deferred Compensation Plan (as amended and restated as of November 20, 2003), as set forth in the Company’s written documentation, rules, practices and procedures applicable to the Prior Plan (but without regard to any amendments thereto after October 3, 2004 that would result in any material modification, within the meaning of Section 409A and Notice 2005-1, of the Plan).

(jj) “Retiree” means an individual who is Retired.

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(kk) “Retirement”, “Retire(s)” or “Retired” means the first of the month following Separation from Service with the Company for any reason other than a leave of absence, death or Disability on or after the Participant becomes Retirement Eligible.

(ll) “Retirement Benefit” means the type and form of payments available to a Participant upon Retirement as described in Section 7.2(a).

(mm) “Retirement Benefit Installment Payout Dates” means, with respect to a deferral made by a Participant, the first day of the calendar quarter elected (initially or upon redeferral pursuant to Section 8) by the Participant for the commencement of installment payments and, in the case of annual installments, the anniversary dates thereof and, in the case of quarterly installments, the first day of each calendar quarter thereafter, in each case through the final installment payout date elected by the Participant with respect to such deferral; provided that the first of such dates shall be:

(i) with respect to a distribution election made by a Participant in accordance with the SESP, at least 12 months after a Valid Notional Rollover of all or a portion of the SESP 409A Account;

(ii) with respect to redeferral by a Participant of all or a portion of the ERP 409A Benefit, the SERP 409A Benefit or the SESP 409A Account pursuant to a Valid Notional Rollover in accordance with the provisions of the ERP, the SERP or the SESP, as the case may be, not earlier than five years after the date such ERP 409A Benefit, SERP 409A Benefit or SESP 409A Account would otherwise have been payable;

(iii) with respect to a deferral of all or a portion of the ERP 409A Benefit or the SERP 409A Benefit pursuant to a Valid Notional Rollover in accordance with the provisions of the ERP or the SERP, as the case may be, by a Participant who makes a distribution election prior to December 31, 2005 and incurs a Separation from Service during the calendar year 2006, not earlier than January 1, 2007;

(iv) with respect to a deferral of all or a portion of the ERP 409A Benefit or the SERP 409A Benefit pursuant to a Valid Notional Rollover in accordance with the provisions of the ERP or the SERP, as the case may be, by a Participant who makes a distribution election in calendar year 2006 and incurs a Separation from Service during the calendar year 2007, not earlier than January 1, 2008;

(v) with respect to a deferral of all or a portion of the ERP 409A Benefit or the SERP 409A Benefit pursuant to a Valid Notional Rollover in accordance with the provisions of the ERP or the SERP, as the case may be, by a Participant who makes a distribution election in calendar year 2007 and incurs a Separation from Service during the calendar year 2008, not earlier than January 1, 2009;

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(vi) with respect to all other Retirement Benefit payments (including all or a portion of the ERP 409A Benefit or the SERP 409A Benefit rolled over to the Plan in a Valid Notional Rollover not in connection with a redeferral), on or after the Participant’s Retirement Date; and

provided, further, that the final installment payout date with respect to such deferral occurs (X) no earlier than the second anniversary of the first installment payment and (Y) no later than the earlier of (I) the quarter prior to the fifteenth anniversary of the first installment payment and (II) the fifteenth anniversary of the Participant’s Normal Retirement Date.

(nn) “Retirement Benefit Lump Sum Payout Date” means, with respect to a deferral made by a Participant, the first day of the calendar quarter elected (initially or upon redeferral pursuant to Section 8) by the Participant for a lump sum payout of a Retirement Benefit; provided that such date shall not be earlier than:

(i) with respect to a distribution election made by a Participant in accordance with the SESP, at least 12 months after a Valid Notional Rollover of all or a portion of the SESP 409A Account;

(ii) with respect to redeferral by a Participant of all or a portion of the ERP 409A Benefit, the SERP 409A Benefit or the SESP 409A Account pursuant to a Valid Notional Rollover in accordance with the provisions of the ERP, the SERP or the SESP, as the case may be, not earlier than five years after the date such ERP 409A Benefit, SERP 409A Benefit or SESP 409A Account would otherwise have been payable;

(iii) with respect to a deferral of all or a portion of the ERP 409A Benefit or the SERP 409A Benefit pursuant to a Valid Notional Rollover in accordance with the provisions of the ERP or the SERP, as the case may be, by a Participant who makes a distribution election prior to December 31, 2005 and incurs a Separation from Service during the calendar year 2006, not earlier than January 1, 2007;

(iv) with respect to a deferral of all or a portion of the ERP 409A Benefit or the SERP 409A Benefit pursuant to a Valid Notional Rollover in accordance with the provisions of the ERP or the SERP, as the case may be, by a Participant who makes a distribution election in calendar year 2006 and incurs a Separation from Service during the calendar year 2007, not earlier than January 1, 2008;

(v) with respect to a deferral of all or a portion of the ERP 409A Benefit or the SERP 409A Benefit pursuant to a Valid Notional Rollover in accordance with the provisions of the ERP or the SERP, as the case may be, by a Participant who makes a distribution election in calendar year 2007 and incurs a Separation from Service during the calendar year 2008, not earlier than January 1, 2009;

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(vi) with respect to all other Retirement Benefit payments (including all or a portion of the ERP 409A Benefit or the SERP 409A Benefit rolled over to the Plan in a Valid Notional Rollover not in connection with a redeferral), on or after the Participant’s Retirement date; and

provided, further, that such date shall be no later than the fifteenth anniversary of the Participant’s Normal Retirement Date.

(oo) “Retirement Eligible” means a Participant who is an Employee and who has attained the earlier of (i) age 65, or (ii) age 55 with at least five Years of Vesting Service.

(pp) “Retirement Plan” means the Wyeth Retirement Plan – United States, as amended from time to time.

(qq) “Section 409A” means Section 409A of the Code and the applicable rulings and regulations promulgated thereunder.

(rr) “Section 409A Compliance” has the meaning set forth in Section 9.2.

(ss) “Separation from Service” means “separation from service”, as defined under applicable Internal Revenue Service Treasury Regulations for purposes of Section 409A of a Participant from the Company or its Subsidiaries.

(tt) “SERP” means the Wyeth Supplemental Executive Retirement Plan (amended and restated effective as of January 1, 2005), as amended from time to time.

(uu) “SERP 409A Benefit” means the portion of an Eligible Employee’s benefit under the SERP that is subject to Section 409A.

(vv) “SERP Grandfathered Benefit” means the portion of an Eligible Employee’s Benefit under the SERP that, for purposes of Section 409A, was both earned and vested on December 31, 2004.

(ww) “SESP” means the Wyeth Supplemental Savings Plan (amended and restated effective as of January 1, 2005), as amended from time to time.

(xx) “SESP 409A Account” means an Eligible Employee’s 409A Account (as defined in the SESP) under the SESP.

(yy) “SESP Grandfathered Account” means an Eligible Employee’s Grandfathered Account (as defined in the SESP) under the SESP.

(zz) “Short-Term Payout” means the type of payout available to a Participant as described in Section 7.1(a).

(aaa) “Short-Term Payout Date” means, with respect to a deferral of Base Salary or Bonus Compensation made by a Participant, the first day of the calendar quarter elected by the Participant for payment of a Short-Term Payout; provided, however, that such date

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shall be in a Plan Year which, in the case of an initial election, is at least three but no more than 15 years after the end of the Plan Year with respect to which a deferral occurs and in the case of a redeferral pursuant to Section 8, is at least five but not more than 15 years after the date on which the Short-Term Payout, but for the redeferral, would have been paid; and provided, further, that in each case such date shall be no later than the fifteenth anniversary of the Participant’s Normal Retirement Date.

(bbb) “Subsidiary(ies)” means, as to any person, any corporation, partnership or joint venture, of which (or in which) such person, together with one or more of its subsidiaries, directly or indirectly owns more than fifty percent (50%) of the interest in the capital or profits of such corporation, partnership or joint venture.

(ccc) “Unforeseeable Emergency” has the meaning ascribed in Section 409A.

(ddd) “Valid Notional Rollover” means a notional rollover in accordance with the requirements of the SESP, the SERP or the ERP, as the case may be, of all or a portion of (i) a Participant’s SESP 409A Account, (ii) SERP 409A Benefit or (iii) ERP 409A Benefit, to the Plan by a Participant in the SESP, the SERP or the ERP, as the case may be, who is Retirement Eligible at the time of his Separation from Service. The effective date of a Valid Notional Rollover shall be the first of the month following the Participant’s Separation from Service, even if all or a portion of the SESP 409A Account, SERP 409A Benefit or ERP 409A Benefit would otherwise have been paid to the Participant at a later date.

(eee) “Wyeth” means Wyeth, a Delaware corporation, and any successor thereto.

(fff) “Yearly or Quarterly Installment Method” means a yearly (or quarterly) installment payment over the number of years (or quarters) selected by the Participant in accordance with the Plan, calculated as follows: the Deferral Account of the Participant shall be calculated as of the close of business on the date of reference (or, if the date of reference is not a business day, on the immediately following business day). The date of reference with respect to the first yearly (or quarterly) installment payment dates shall be as provided in Section 7.2 and the date of reference with respect to subsequent yearly (or quarterly) installment payment dates shall be the anniversary date or dates thereof in the applicable year. The yearly (or quarterly) installment shall be calculated by multiplying the portion of the Deferral Account not allocated to the Market Interest Option by a fraction, the numerator of which is one, and the denominator of which is the remaining number of yearly (or quarterly) payments due the Participant. The portion of an installment payment attributable to amounts allocated to the Market Interest Option shall be calculated in accordance with Section 7.2(c). By way of example, if the Participant elects 10 yearly (or 40 quarterly) installment payments, the first payment shall be one-tenth (1/10) (or one-fortieth (1/40)) of the Deferral Account, calculated as described in this definition. For the following payment, the payment shall be one-ninth (1/9) (or one thirty-ninth (1/39)) of the Deferral Account, calculated as described in this definition.

(ggg) “Year of Vesting Service” has the meaning ascribed to it in the Retirement Plan as of January 1, 2006 and, prior to such date, has the meaning ascribed to “Continuous Service,” as such term was defined in the Retirement Plan prior to January 1, 2006.

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SECTION 2

ADMINISTRATION

2.1 General Authority. The general supervision of the Plan shall be the responsibility of the Committee, which, in addition to such other powers as it may have as provided herein, shall have the power, subject to the terms of the Plan: (i) to determine eligibility to participate in, and the amount of benefit to be provided to any Participant under, the Plan; (ii) to make and enforce such rules and regulations as it shall deem necessary or proper for the efficient administration of the Plan; (iii) to determine all questions arising in connection with the Plan, to interpret and construe the Plan, to resolve ambiguities, inconsistencies or omissions in the text of the Plan, to correct any defects in the text of the Plan and to take such other action as may be necessary or advisable for the orderly administration of the Plan; (iv) to make determinations regarding the valuation of Deferral Accounts; (v) to make any and all legal and factual determinations in connection with the administration and implementation of the Plan; (vi) to designate the Administrative Record Keeper and to review actions taken by the Administrative Record Keeper or any other person to whom authority is delegated under the Plan; and (vii) to employ and rely on legal counsel, actuaries, accountants and any other agents as may be deemed to be advisable to assist in the administration of the Plan. All such actions of the Committee shall be conclusive and binding upon all persons. The Committee shall be entitled to rely conclusively upon all tables, valuations, certificates, opinions, and reports furnished by any actuary, accountant, controller, counsel, or other person employed or engaged by the Company with respect to the Plan. If any member of the Committee is a Participant, such member shall not resolve, or participate in the resolution of, any matter specifically relating to such Committee member’s eligibility to participate in the Plan or the calculation or determination of such member’s benefit under the Plan.

2.2 Delegation. The Committee shall have the power to delegate to any person or persons the authority to carry out such administrative duties, powers and authority relative to the administration of the Plan as the Committee may from time to time determine. Any action taken by any person or persons to whom the Committee makes such a delegation shall, for all purposes of the Plan, have the same force and effect as if undertaken directly by the Committee.

2.3 Administrative Record Keeper. The Administrative Record Keeper shall be responsible for the day-to-day operation of the Plan, having the power (except to the extent such power is reserved to the Committee) to take all action and to make all decisions necessary or proper in order to carry out his duties and responsibilities under the provisions of the Plan. If the Administrative Record Keeper is a Participant, the Administrative Record Keeper shall not resolve, or participate in the resolution of, any question which relates directly or indirectly to him and which, if applied to him, would significantly vary his eligibility for, or the amount of, any benefit to him under the Plan. The Administrative Record Keeper shall report to the Committee at such times and in such manner as the Committee shall request concerning the operation of the Plan.

2.4 Actions; Indemnification. The members of the Board of Directors, the Committee, the Administrative Record Keeper, the members of the Deferred Compensation Tax

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Compliance Committee, the members of any other committee and any director, officer or employee of the Company to whom responsibilities are delegated by the Committee shall not be liable for any actions or failure to act with respect to the administration or interpretation of the Plan, unless such person acted in bad faith or engaged in fraud or willful misconduct. The Company shall indemnify and hold harmless, to the fullest extent permitted by law, the Board of Directors (and each member thereof), the Committee (and each member thereof), the Deferred Compensation Tax Compliance Committee (and each member thereof), the Administrative Record Keeper, the members of any other committee and any director, officer or employee of the Company to whom responsibilities are delegated by the Committee from and against any liabilities, damages, costs and expenses (including attorneys’ fees and amounts paid in settlement of any claims approved by the Company) incurred by or asserted against it or him by reason of its or his duties performed in connection with the administration or interpretation of the Plan, unless such person acted in bad faith or engaged in fraud or willful misconduct. The indemnification, exculpation and liability limitations of this Section 2.4 shall apply to the Administrative Record Keeper only to the extent that the Administrative Record Keeper is or was a director, officer or employee of the Company.

SECTION 3

GRANDFATHERED BENEFITS

The Company maintains the Prior Plan, which was designed to provide certain Employees with the opportunity to voluntarily defer receipt of a portion of their compensation. All amounts deferred under the Prior Plan that, for purposes of Section 409A, were both earned and vested on December 31, 2004 shall be subject to the terms of the Prior Plan as in effect on December 31, 2004. The ERP Grandfathered Benefits, SERP Grandfathered Benefits and the SESP Grandfathered Account that are rolled over in a Valid Notional Rollover shall be rolled over into the Prior Plan and be subject to the terms of the Prior Plan as in effect on December 31, 2004.

SECTION 4

PARTICIPATION IN THE PLAN

4.1 Base Salary and Bonus Deferrals. An Eligible Employee who elects to defer Base Salary or Bonus Compensation in accordance with Section 5.1 shall commence participation in the Plan as of the date that amounts elected to be deferred are first credited to the Eligible Employee’s Deferral Account.

4.2 Rollover from SERP, ERP and SESP. An Eligible Employee who makes a Valid Notional Rollover of all or a portion of his SERP 409A Benefit, his ERP 409A Benefit or his SESP 409A Account to the Plan in accordance with the requirements of the SERP, the ERP or the SESP, as the case may be, and is not already a Participant, shall become a Participant on the effective date of such Valid Notional Rollover.

4.3 Exclusions. No Employee who is not an Eligible Employee shall be eligible to participate in the Plan. In addition, the Committee may, if it determines it to be

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necessary or advisable to comply with ERISA, the Code or other applicable law, exclude one or more Eligible Employees or one or more classes of Eligible Employees from Plan participation.

SECTION 5

DEFERRALS AND ELECTIONS

5.1 Elections. All deferrals under the Plan shall be evidenced by the Eligible Employee properly executing and submitting such Election Forms as may be required by the Administrative Record Keeper in accordance with the Administrative Procedures and this Section 5.

5.2 Deferrals of Base Salary and/or Bonus Compensation.

(a) Deferrals of Base Salary and Bonus. Subject to the following sentence, for each Plan Year, a Participant may designate a percentage of his Base Salary and/or Bonus Compensation that is payable in a Plan Year to be deferred in accordance with this Section 5. If an Eligible Employee elects to defer Base Salary into the Plan, six percent of such Base Salary elected to be deferred for a particular Plan Year shall automatically be deferred under the SESP for the same Plan Year.

(b) Minimum/Maximum Amount of Deferral. For each Plan Year, a Participant may elect to defer Base Salary and Bonus Compensation in increments of at least one percent of Base Salary or Bonus Compensation, as the case may be (unless the Committee determines otherwise in its sole discretion), up to a maximum of one hundred percent (less required or elected payroll deductions such as for medical and welfare benefits) of a Participant’s Base Salary or Bonus Compensation with respect to a Plan Year. Notwithstanding the foregoing, Base Salary and Bonus Compensation may only be deferred to the extent such amounts would otherwise have been paid to the Participant through the Company’s regular U.S. payroll.

(c) Base Salary Deferral Elections. Except for the first Plan Year in which an individual becomes an Eligible Employee, an Eligible Employee’s voluntary election to defer Base Salary must be received by the Administrative Record Keeper no later than December 31 of the prior Plan Year, or such earlier date as may be determined by the Administrative Record Keeper in accordance with the Administrative Procedures. With respect to the first Plan Year in which an individual becomes an Eligible Employee, elections to voluntarily defer Base Salary into the Plan must be made no later than 30 days after the date the Employee first becomes an Eligible Employee and shall only apply to Base Salary earned after such election becomes irrevocable, as determined in accordance with the Administrative Procedures.

(d) Bonus Compensation. Except for the first Plan Year in which an individual becomes an Eligible Employee, an Eligible Employee’s voluntary election to defer Bonus Compensation must be received by the Administrative Record Keeper no later than December 31 of the Plan Year prior to the Plan Year with respect to which the Bonus Compensation will be earned. With respect to the first Plan Year in which an individual becomes an Eligible Employee, elections to voluntarily defer Bonus Compensation into the Plan must be made no later than 30 days after the date the Employee becomes an Eligible Employee

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and shall only apply to the percentage of a Participant’s Bonus Compensation that is no greater than the total amount of the Participant’s Bonus Compensation for a Plan Year multiplied by the ratio of the number of days remaining in the Plan Year after such election becomes irrevocable as determined in accordance with the Administrative Procedures over the total number of days in the Plan Year.

(e) Distribution Elections. For each Base Salary and/or Bonus Compensation deferral, a Participant shall make an election at the same time that he makes a deferral election to receive a Short-Term Payout on a Short-Term Payout Date or a contingent election to receive a Retirement Benefit in accordance with the Administrative Procedures and the provisions of Section 7 below.

5.3 Deferrals of Amounts Notionally Rolled Over from the SERP, the ERP and SESP.

(a) Notional Rollover from the ERP, the SERP and the SESP. All or a portion of a Participant’s ERP 409A Benefit, SERP 409A Benefit and SESP 409A Account may be transferred to the Plan in a Valid Notional Rollover in accordance with the terms and conditions of the ERP, the SERP, and the SESP, as the case may be.

(b) Distribution Elections. A Participant shall make an election to receive a Retirement Benefit upon Retirement at the time he makes either an initial or a redeferral election to rollover all or a portion of his ERP 409A Benefit, SERP 409A Benefit or SESP 409A Account to the Plan in a Valid Notional Rollover in accordance with the Administrative Procedures and the provisions of Section 7 below. A Participant shall be permitted to make a separate distribution election under the Plan in connection with each initial or redeferral election to rollover all or a portion of the ERP 409A Benefit, the SERP 409A Benefits and the SESP 409A Account. A Participant’s election to redefer all or a portion of the ERP 409A Benefit, the SERP 409A Benefit or the SESP 409A Account shall further comply with the provisions of Sections 8.3 and 8.4.

5.4 Transition Rules.

(a) Year 2005/2006/2007. Appendix A sets forth certain transition elections for Deferral Accounts made in accordance with Section 409A and Notice 2005-1 which shall, for affected Participants, supplement and, to the extent required by Appendix A, replace the corresponding provisions of this Section 5.

SECTION 6

DEFERRAL ACCOUNTS

6.1 Plan Accounts – In General. An individual Deferral Account shall be established and maintained under the Plan on behalf of each Participant by or on behalf of whom deferrals have been made. The Deferral Account shall track the Base Salary and Bonus Compensation deferrals, Valid Notional Rollovers from the SERP, ERP and SESP, Investment Earnings/Losses, distributions or other elections applicable to such accounts. The Deferral

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Account shall have sub-accounts established and maintained as appropriate to reflect the Base Salary deferrals, Bonus Contribution deferrals, Valid Notional Rollovers from each of the ERP, SERP and SESP, as applicable and Investment Option(s) selected by the Participant.

6.2 Crediting/Debiting of Deferral Account. Base Salary and Bonus Compensation deferrals and Valid Notional Rollovers from the SERP, ERP and SESP shall be credited to a Participant’s Deferral Account in accordance with the Administrative Procedures. A Participant’s Deferral Account shall be credited or debited with Investment Earnings/Losses based upon the Investment Options selected by the Participant pursuant to Section 6.3 and in accordance with the Administrative Procedures.

6.3 Election of Investment Options. A Participant shall elect, in accordance with the Administrative Procedures, one or more Investment Option(s) from a menu of Investment Options provided by the Committee to be used to determine Investment Earnings/Losses credited or debited to his Deferral Account. A Participant may reallocate the existing balance of his Deferral Account among the available Investment Options and change Investment Options with respect to future deferrals under the Plan in accordance with the Administrative Procedures. In the event that a Participant fails to select one or more Investment Options for all or a portion of his Deferral Account (including in the situation where the Investment Option is discontinued and the Participant fails to designate an alternative in accordance with the Administrative Procedures), such amounts shall be deemed invested in the Default Investment Option. In addition to the blackout periods and other restrictions set forth in the Company’s Securities Transactions Policy, as amended from time to time, the Company may impose such additional restrictions on transfers by Participants in the Company Stock Fund as it deems necessary or advisable in order to comply with federal or state securities laws (including, but not limited to Rule 16b-3 of the Securities Exchange Act of 1934, as amended). Any Participant subject to such restrictions shall be notified by the Company.

6.4 Investment Options. The Committee shall select the Investment Options. The Committee shall be permitted to add, remove or change Investment Options as it deems appropriate, provided that any such addition, deletion or change shall not be effective with respect to any period prior to the effective date of the change. Each Participant, as a condition to his participation in the Plan, agrees to indemnify and hold harmless the Committee, the Administrative Record Keeper, and the Company, and their agents and representatives, from any losses or damages of any kind relating to the Investment Options made available hereunder.

6.5 Crediting or Debiting Method. The performance of each elected Investment Option (either positive or negative) will be determined based on the performance of the actual Investment Option. A Participant’s Deferral Account shall be credited or debited with Investment Earnings/Losses on each Business Day, or as otherwise determined by the Administrative Record Keeper in accordance with the Administrative Procedures. The Administrative Record Keeper shall establish procedures for valuing the balance of a Participant’s Deferral Account, from time to time, including upon distribution, in accordance with the Administrative Procedures.

6.6 No Actual Investment. Notwithstanding any other provision of the Plan, the Investment Options are to be used for measurement purposes only, and a Participant’s

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election of any such Investment Options and the crediting or debiting of Investment Earnings/Losses to a Participant’s Deferral Account shall not be considered or construed in any manner as an actual investment of his Deferral Account in any such Investment Options. In the event that the Company decides to invest funds in any or all of the Investment Options, no Participant shall have any rights in or to such investments themselves. Without limiting the foregoing, a Participant’s Deferral Account shall at all times be a bookkeeping entry only and shall not represent any investment made on his behalf by the Company. The Participant shall at all times remain an unsecured creditor of the Company.

SECTION 7

DISTRIBUTIONS

7.1 Base Salary and Bonus Compensation Deferrals.

(a) Short-Term Payouts. Each Short-Term Payout shall be a lump-sum payment equal to the deferred amount, plus or minus Investment Earnings/Losses debited or credited thereto in the manner provided in Section 6, determined at the time the Short-Term Payout becomes payable. Each Short-Term Payout elected shall be payable on the Short-Term Payout Date designated by the Participant on the Election Form with respect thereto. Short-Term Payouts shall be made as soon as practicable after the applicable Short-Term Payout Date elected by the Participant on the applicable Election Form; provided, however, that in no event shall such payment be made later than 30 days after the relevant elected date. Notwithstanding the foregoing, in the event that a scheduled Short-Term Payout, if paid, would (or in the judgment of the Committee, would be reasonably likely to) result in the loss of deductibility for federal income tax purposes of any compensation paid by the Company due to the limitations of Section 162(m) of the Code in any Plan Year, then the scheduled Short-Term Payout shall be delayed to the earlier of (i) the date the Committee reasonably determines that the deduction of payment of the Short-Term Payout would not be limited or eliminated by application of Section 162(m) of the Code or (ii) the calendar year in which the Participant Separates from Service.

7.2 Retirement Benefit.

(a) Form of Distribution of Retirement Benefit. A Participant’s Retirement Benefit may be paid in either a lump sum (“Lump Sum Retirement Benefit”) on a Retirement Benefit Lump Sum Payout Date elected by the Participant or in quarterly or yearly installment payments (“Installment Retirement Benefit”) on Retirement Benefit Installment Payout Dates elected by the Participant. The Participant’s Retirement Benefit payments shall be made in accordance with the Administrative Procedures as soon as practicable after the applicable Retirement Benefit Lump Sum Payout Date or Retirement Benefit Installment Payout Dates elected by the Participant on the applicable Election Form; provided, however, that in no event shall such payments be made later than 30 days after the relevant elected dates.

(b) Installment Payments for Retirement Benefits Allocated to Investment Options (Other than the Market Interest Option). The amount of each installment payment with respect to the portion of a Deferral Account that is allocated to an Investment Option (other than the Market Interest Option) shall be determined by the Yearly Installment Method, if the

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Participant elected to receive annual installments or the Quarterly Installment Method, if the Participant elected to receive quarterly installments.

(c) Installment Payments for Retirement Benefits Allocated to the Market Interest Option. The amount of each installment payment with respect to the portion of a Deferral Account that is allocated to the Market Interest Option shall be determined by the following annuity methodology. The amount of each installment payment shall be calculated by the Administrative Record Keeper as an annuity at the beginning of the installment payout period elected by the Participant and shall be recalculated each time there is a change in the Market Rate or the Participant transfers an amount into or out of the Market Interest Option, based on: (i) the balance of the applicable portion of the Participant’s Deferral Account that is allocated to the Market Interest Option (adjusted to reflect interest at the Market Rate then in effect in accordance with clause (iii)) immediately following the date of the change in the Market Rate or the Participant’s transfer as applicable, (ii) the number of remaining installments, (iii) the Market Rate in effect at the time of the calculation (assuming that the Market Rate will remain unchanged throughout the payout period), and (iv) a final value of the portion of the Participant’s Deferral Account allocated to the Market Interest Option of zero dollars ($0).

7.3 Payment Upon Separation from Service. Subject to Section 7.6 below, and notwithstanding anything in the Plan to the contrary, in the event a Participant incurs a Separation from Service with the Company for reasons other than Retirement or death (including a Separation from Service as a result of Disability by a Participant who is Retirement Eligible), or in the event that any Subsidiary that employs a Participant ceases to be a wholly-owned Subsidiary of Wyeth, the entire balance of the Participant’s Deferral Account shall be distributed to the Participant in a single lump sum within 90 days thereafter.

7.4 Payment Upon Death. Notwithstanding anything in the Plan to the contrary, in the event a Participant dies prior to the receipt of any or all of his or her Deferral Account, the balance of such account shall be distributed in a single lump sum to the Participant’s Beneficiary(ies) as soon as practicable following the Participant’s death, but in no event later than the later of (x) December 31 of the calendar year in which the death occurs or (y) the 15^th day of the third calendar month following the Participant’s death.

7.5 Distribution on an Unforeseeable Emergency.

(a) In General. A Participant may receive a distribution with respect to his Deferral Account, at such time as the Committee determines that the Participant or his Beneficiary has incurred an Unforeseeable Emergency. Distribution because of an Unforeseeable Emergency must be limited to the amount reasonably necessary to satisfy the Unforeseeable Emergency and shall be permitted only if the Unforeseeable Emergency may not 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 and the SESP. If a Participant demonstrates that an Unforeseeable Emergency has occurred, the Committee shall first cancel the Participant’s deferral election for the remainder of the Plan Year under the Plan and the SESP. If the Participant demonstrates, and the Committee shall determine, that a cancellation of a Participant’s deferral election under the Plan and the SESP for

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the balance of the Plan Year will not alleviate or remedy the Participant’s or his Beneficiary’s Unforeseeable Emergency, then, in addition to the cancellation of the Participant’s deferral election, the Committee may authorize a distribution from the balance in the Participant’s Deferral Account in the amount deemed necessary by the Committee to alleviate or remedy the Participant’s or his Beneficiary’s Unforeseeable Emergency. A distribution under this Section 7.5 shall be applied proportionately among the sub-accounts included in the Participant’s Deferral Account.

(b) Cancellation of Deferrals. In the event of a cancellation of deferrals pursuant to Section 7.5(a), the Participant’s election shall be cancelled, and not postponed or otherwise delayed, such that any later deferral election will be subject to the provisions governing deferral elections as provided in Section 4.

7.6 Six-Month Delay in Commencement of 409A Benefits. Notwithstanding any distribution election made by a Participant, if, at the time of a Participant’s Separation from Service, the Participant is a Key Employee, then, solely to the extent necessary for Section 409A Compliance, any amounts payable to the Participant under the Plan with respect to his Deferral Account during the period beginning on the date of the Participant’s Separation from Service and ending on the six-month anniversary of such date (the “Delayed Payment Amount”) shall be delayed and not paid to the Participant until the first Business Day following such six-month anniversary date, at which time such delayed amounts shall be paid to the Participant in a lump-sum. If payment of an amount is delayed as a result of this Section 7.6, such amount shall continue to be deemed invested in the Investment Options selected by the Participant from the date on which such amount would otherwise have been paid to the Participant but for this Section 7.6 to the day immediately prior to the date the Delayed Payment Amount is paid. If a Participant dies on or after the date of the Participant’s Separation from Service and prior to payment of the Delayed Payment Amount, any amount delayed pursuant to this Section 7.6 shall be paid to the Participant’s Beneficiary, together with any interest credited thereon, on the last Business Day of the month following the date of such Participant’s death or as soon as administratively practicable thereafter.

SECTION 8

REDEFERRALS

8.1 Redeferrals of the Deferral Account. A Participant shall be permitted to elect, prior to his Retirement, to redefer all or a portion of the amounts deferred under the Plan in accordance with the provisions of this Section 8. A Participant shall be permitted to make separate redeferral elections with respect to each of his Base Salary or Bonus Compensation deferrals, and each of his elections to defer or redefer all or a portion of the ERP 409A Benefit, the SERP 409A Benefit or the SESP 409A Account to be rolled over to the Plan in a Valid Notional Rollover in accordance with the ERP, the SERP or the SESP, as the case may be. A Retirement Benefit payable in the form of a Retirement Benefit Installment Payout shall be treated as a “single” payment and each separately identified amount to which the Participant is entitled shall be considered a separate payment.

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8.2 Redeferral of Short-Term Payout Amounts. A Participant who has not yet had a Separation from Service may elect to redefer each Short-Term Payout payable on a Short-Term Payout Date to another allowable Short-Term Payout Date or to convert such Short-Term Payout to a Retirement Benefit and receive payout of such amounts on a Retirement Benefit Lump Sum Payout Date or a Retirement Benefit Installment Payout Date, provided, however, that:

(a) The election to redefer must be made and become irrevocable (other than in the case of the death of the Participant) at least one year prior to the Short-Term Payout Date;

(b) The election shall not become effective for at least one year after the election is made; and

(c) The Short-Term Payout Date, the Retirement Benefit Lump Sum Payout Date or the date of the first Retirement Benefit Installment Payout shall not be earlier than the fifth anniversary of the Short-Term Payout Date elected by the Participant pursuant to the election in effect immediately prior to such redeferral.

8.3 Redeferral of Retirement Benefits. A Participant may, prior to his Retirement, elect to redefer a Retirement Benefit to another Retirement Benefit Lump Sum Payout Date or Retirement Benefit Installment Payout Dates, provided, however, that:

(a) The election to redefer must be made and become irrevocable (other than in the case of the death of the Participant) at least one year prior to the original Retirement Benefit Lump Sum Payout Date or the original initial Retirement Benefit Installment Payout Date;

(b) The election shall not become effective for at least one year after the election is made; and

(c) The Retirement Benefit Lump Sum Payout Date or the date of the first Retirement Benefit Installment Payout Date shall not be earlier than the fifth anniversary of the Retirement Benefit Lump Sum Payout Date or the initial Retirement Benefit Installment Payout Date, as the case may be, elected by the Participant pursuant to the election in effect immediately prior to such redeferral.

8.4 Limitations on Redeferrals. Notwithstanding the foregoing provisions of this Section 8, no Participant shall be permitted to redefer his Deferral Account following his Retirement.

SECTION 9

CLAIMS PROCEDURE

9.1 General. If a Participant or his Beneficiary or the authorized representative of one of the foregoing (hereinafter, the “Claimant”) does not receive the timely payment of the benefits which he believes are due under the Plan, the Claimant may make a claim for benefits in the manner hereinafter provided.

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9.2 Claims. All claims for benefits under the Plan shall be made in writing and shall be signed by the Claimant. Claims shall be submitted to the Administrative Record Keeper (or such other person who is delegated the responsibility by the Committee to review claims). If the Claimant does not furnish sufficient information with the claim for the Administrative Record Keeper to determine the validity of the claim, the Administrative Record Keeper shall indicate to the Claimant any additional information which is necessary for the Administrative Record Keeper to determine the validity of the claim.

9.3 Review of Claims. Each claim hereunder shall be acted on and approved or disapproved by the Administrative Record Keeper within 90 days following the receipt by the Administrative Record Keeper of the information necessary to process the claim. If special circumstances require an extension of the time needed to process the claim, this 90-day period may be extended 180 days after the claim is received. The Claimant shall be notified before the end of the original period if an extension is necessary, the reason for the extension and the date by which it is expected that a decision will be made. In the event the Administrative Record Keeper denies a claim for benefits in whole or in part, the Administrative Record Keeper shall notify the Claimant in writing of the denial of the claim and notify the Claimant of his right to a review of the Administrative Record Keeper’s decision by the Administrative Record Keeper. Such notice by the Administrative Record Keeper shall also set forth, in a manner calculated to be understood by the Claimant, the specific reason for such denial, the specific provisions of the Plan on which the denial is based, and a description of any additional material or information necessary to perfect the claim with an explanation of the Plan’s appeals procedure as set forth in this Section 9.

9.4 Appeals. Any applicant whose claim for benefits is denied in whole or in part may appeal to the Committee for a review of the decision by the Administrative Record Keeper. Such appeal must be made within 60 days after the applicant has received actual or constructive notice of the denial as provided above. An appeal must be submitted in writing within such period and must:

1. request a review by the Committee of the claim for benefits under the Plan;

2. set forth all of the grounds upon which the Claimant’s request for review is based and any facts in support thereof; and

3. set forth any issues or comments which the Claimant deems pertinent to the appeal.

9.5 Review of Appeals. The Committee shall act upon each appeal within 60 days after receipt thereof unless special circumstances require an extension of the time for processing, in which case a decision shall be rendered by the Committee as soon as possible but not later than 120 days after the appeal is received by it. If such an extension of time for processing is required because of special circumstances, written notice of the extension shall be furnished prior to the commencement of the extension describing the reasons an extension is needed and the date when the determination will be made. The Committee may require the Claimant to submit such additional facts, documents or other evidence as the Committee in its

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discretion deems necessary or advisable in making its review. The Claimant shall be given the opportunity to review pertinent documents or materials upon submission of a written request to the Committee, provided that the Committee finds the requested documents or materials are pertinent to the appeal.

9.6 Final Decisions. On the basis of its review, the Committee shall make an independent determination of the Participant’s eligibility for benefits under the Plan. The decision of the Committee on any appeal of a claim for benefits shall be final and conclusive upon all parties thereto.

9.7 Denial of Appeals. In the event the Committee denies an appeal in whole or in part, it shall give written notice of the decision to the Claimant, which notice shall set forth, in a manner calculated to be understood by the Claimant, the specific reasons for such denial and which shall make specific reference to the pertinent provisions of the Plan on which the Committee’s decision is based.

9.8 Statute of Limitations. A Claimant wishing to seek judicial review of an adverse benefit determination under the Plan, whether in whole or in part, must file any suit or legal action, including, without limitation, a civil action under Section 502(a) of ERISA, within three years of the date the final decision on the adverse benefit determination on review is issued or should have been issued under Section 9.6 or lose any rights to bring such an action. If any such judicial proceeding is undertaken, the evidence presented shall be strictly limited to the evidence timely presented to the Committee. Notwithstanding anything in the Plan to the contrary, a Claimant must exhaust all administrative remedies available to such Claimant under the Plan before such Claimant may seek judicial review pursuant to Section 502(a) of ERISA.

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SECTION 10

AMENDMENT AND TERMINATION

10.1 Amendment or Termination. The Plan may be amended or terminated at any time by the Board of Directors or the Committee; provided, however, that no amendment or termination may reduce the balance of a Participant’s Deferral Account as of the date of the amendment or termination without the Participant’s written consent. Except as otherwise permitted by Section 409A, the termination of the Plan shall not result in any acceleration of the payment of any Deferral Account under the Plan, 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 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 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 Committee shall have the discretion to terminate the Plan and distribute the entire balance of each Participant’s Deferral Account in connection with a Change in Control provided that all amounts attributable to such Deferral Accounts are distributed within 12 months of such Change in Control.

10.2 409A Benefit Amendments. Notwithstanding any provision in the Plan to the contrary, the Board of Directors, the Committee or the Deferred Compensation Tax Compliance Committee shall have the independent right prospectively and/or retroactively to amend or modify (i) the Plan, (ii) any Participant elections under the Plan and (iii) the time and manner of any payment of benefits under the Plan in accordance with Section 409A, in each case, without the consent of any Participant, to the extent that the Board of Directors, the Committee or the Deferred Compensation Tax Compliance Committee deems such action to be necessary or advisable (A) to avoid the imposition on any Participant of adverse or unintended tax consequences under Section 409A (“Section 409A Compliance”) or (B) to address regulatory or other changes or developments that affect the terms of the Plan that were included in the Plan prior to such change or development with the intent of effecting Section 409A Compliance. Any determinations made by the Board of Directors, the Committee or the Deferred Compensation Tax Compliance Committee under this Section 10.2 shall be final, conclusive and binding on all persons.

SECTION 11

MISCELLANEOUS

11.1 No Effect on Employment Rights. Nothing contained herein shall be construed as a contract of employment with any person. The Plan and its establishment shall not confer upon any person the right to be retained in the service of the Company or limit the right of the Company to discharge or otherwise deal with any person without regard to the existence of the Plan.

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11.2 Funding. The Plan at all times shall be entirely unfunded, and no provision shall at any time be made with respect to segregating any assets of the Company for payment of any benefits hereunder. No Participant, Beneficiary or other person shall have any interest in any particular assets of the Company by reason of a right to receive a benefit under the Plan, and any such Participant, Beneficiary or other person shall have the rights of a general unsecured creditor of the Company with respect to any rights under the Plan. Notwithstanding the foregoing, the Committee or the Board of Directors, in its discretion, may establish a grantor trust to fund benefits payable under the Plan and administrative costs relating to the Plan. The assets of said trust shall be held separate and apart from other Company funds and shall be used exclusively for the purposes set forth in the Plan and the applicable trust agreement, subject to the following conditions:

1. the creation of said trust shall not cause the Plan to be other than “unfunded” for purposes of ERISA;

2. the Company shall be treated as the “grantor” of said trust for purposes of Sections 671 and 677 of the Code; and

3. said trust agreement shall provide that the trust fund assets may be used to satisfy claims of the Company’s general creditors.

11.3 Anti-assignment. To the maximum extent permitted by law, no benefit payable under the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any attempt to do so shall be void, nor shall any such benefit be in any manner liable for or subject to garnishment, attachment, execution or levy, or liable for or subject to the debts, contracts, liabilities, engagements or torts of the Participant.

11.4 Taxes. The Company shall have the right to deduct any required taxes from each payment to be made under the Plan.

11.5 Construction. The Plan is intended to be an unfunded deferred compensation arrangement for a select group of management or highly compensated employees within the meaning of ERISA and therefore exempt from the requirements of Sections 201, 301 and 401 of ERISA. Whenever the terms of the Plan require the payment of an amount by a specified date, the Company shall use reasonable efforts to make payment by that date. The Company shall not be (i) liable to the Participant or any other person if such payment is delayed for administrative or other reasons to a date that is later than the date so specified by the Plan or (ii) required to pay interest or any other amount in respect of such delayed payment except to the extent specifically contemplated by the terms of the Plan.

11.6 Incapacity of Participant. In the event a Participant is declared incompetent and a conservator or other person legally charged with the care of his person or his estate is appointed, any benefits under the Plan to which such Participant is entitled shall be paid to such conservator or other person legally charged with the care of his person or estate.

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11.7 Severability. In the event that any one or more of the provisions of the Plan shall be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of the Plan shall not be affected thereby.

11.8 Governing Law. The Plan is established under and shall be governed and construed in accordance with the laws of the State of New Jersey, to the extent that such laws are not preempted by ERISA.

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APPENDIX A

SECTION 409A TRANSITION ELECTIONS

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

(b) Payment Elections.

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

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

(3) With respect to amounts previously deferred in the Deferral Account, a Participant shall be permitted to make from January 1, 2007 through December 31, 2007, an election to change the time and/or form of payment, to the extent such election is permitted under the terms of the Plan; provided, however, that such election shall apply solely to amounts that would not otherwise be payable in 2007 and shall not cause any amount to be paid in 2007 that would not otherwise be payable in 2007.

(4) Payment elections pursuant to this Section (b) shall be deemed pursuant to Q&A 19(c) of Notice 2005-1, as amended by the preamble to the proposed Treasury Regulations under Section 409A, issued on September 29, 2005.

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

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

1

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

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

2

EX-12

Exhibit 12

Wyeth

Computation of Ratio of Earnings to Fixed Charges

(in thousands except ratio amounts)

	Nine Months Ended September 30, 2006		Year Ended December 31,
			2005		2004		2003		2002	2001
Earnings (Loss):
Income (loss) from continuing operations before income taxes	$4,335,300		$4,780,589		$(129,847	)	$2,361,612		$6,097,245	$2,868,747
Add:
Fixed charges	466,670		461,431		360,805		346,564		430,449	439,058
Minority interests	22,538		26,492		27,867		32,352		27,993	20,841
Amortization of capitalized interest	16,665		21,356		9,350		8,772		8,866	2,497
Less:
Equity income (loss)	(479	)	(104	)	(524	)	(468	)	20,766	70,372
Capitalized interest	51,350		46,450		86,750		115,800		88,008	94,257
Total earnings (loss) as defined	$4,790,302		$5,243,522		$181,949		$2,633,968		$6,455,779	$3,166,514
Fixed Charges:
Interest and amortization of debt expense	$371,709		$356,834		$221,598		$182,503		$294,160	$301,145
Capitalized interest	51,350		46,450		86,750		115,800		88,008	94,257
Interest factor of rental expense (1)	43,611		58,147		52,457		48,261		48,281	43,656
Total fixed charges as defined	$466,670		$461,431		$360,805		$346,564		$430,449	$439,058
Ratio of earnings to fixed charges	10.3		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: November 6, 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: November 6, 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 September 30, 2006, as filed with the Securities and Exchange Commission on November 6, 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: November 6, 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 September 30, 2006, as filed with the Securities and Exchange Commission on November 6, 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: November 6, 2006

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